Reservoir Dogs (1992)
by Quentin Tarantino.
Shooting script. October 22, 1990.
More info about this movie on imdb.com

1      INT. UNCLE BOB'S PANCAKE HOUSE - MORNING

Eight men dressed in BLACK SUITS, sit around a table at a

breakfast cafe.  They are MR. WHITE, MR. PINK, MR. BLUE,

MR. BLONDE, MR. ORANGE, MR. BROWN, NICE GUY EDDIE CABOT,

and the big boss, JOE CABOT.  Most are finished eating and

are enjoying coffee and conversation.  Joe flips through a

small address book.  Mr. Pink is telling a long and

involved story about Madonna.

                       MR. BROWN

          "Like a Virgin" is all about a

          girl who digs a guy with a big

          dick.  The whole song is a

          metaphor for big dicks.

                       MR. BLUE

          No it's not.  It's about a girl

          who is very vulnerable and she's

          been fucked over a few times.

          Then she meets some guy who's

          really sensitive--

                       MR. BROWN

          --Whoa...whoa...time out Greenbay.

          Tell that bullshit to the

          tourists.

                       JOE

                  (looking through his

                   address book)

          Toby...who the fuck is Toby?

          Toby...Toby...think...think...

          think...

                       MR. BROWN

          It's not about a nice girl who

          meets a sensitive boy.  Now

          granted that's what "True Blue" is

          about, no argument about that.

                       MR. ORANGE

          Which one is "True Blue?"

                       NICE GUY EDDIE

          You don't remember "True Blue?"

          That was a big ass hit for

          Madonna.  Shit, I don't even

          follow this Tops In Pops shit, and

          I've at least heard of "True

          Blue."

                       MR. ORANGE

          Look, asshole, I didn't say I

          ain't heard of it.  All I asked

          was how does it go?  Excuse me

          for not being the world's biggest

          Madonna fan.

                       MR. PINK

          I hate Madonna.

                       MR. BLUE

          I like her early stuff.  You know,

          "Lucky Star," "Borderline" - but

          once she got into her "Papa Don't

          Preach" phase, I don't know, I

          tuned out.

                       MR. BROWN

          Hey, fuck all that, I'm

          making a point here.  You're gonna

          make me lose my train

          of thought.

                       JOE

          Oh fuck, Toby's that little china

          girl.

                       MR. WHITE

          What's that?

                       JOE

          I found this old address book in a

          jacket I ain't worn in a coon's

          age.  Toby what?  What the fuck

          was her last name?

                       MR. BROWN

          Where was I?

                       MR. ORANGE

          You said "True Blue" was about a

          nice girl who finds a sensitive

          fella.  But "Like a Virgin" was a

          metaphor for big dicks.

                       MR. BROWN

          Let me tell ya what "Like a

          Virgin"'s about.  It's about some

          cooze who's a regular fuck

          machine.

          I mean all the time, morning, day,

          night, afternoon, dick, dick,

          dick, dick, dick,

          dick, dick, dick, dick, dick,

          dick.

                       MR. BLUE

          How many dicks was that?

                       MR. WHITE

          A lot.

                       MR. BROWN

          Then one day she meets a John

          Holmes motherfucker, and it's

          like, whoa baby.  This mother

          fucker's like Charles Bronson in

          "The Great Escape."  He's diggin

          tunnels.  Now she's gettin this

          serious dick action, she's feelin

          something she ain't felt since

          forever.  Pain.

                       JOE

          Chew?  Toby Chew?  No.

                       MR. BROWN

          It hurts.  It hurts her.  It

          shouldn't hurt.  Her pussy should

          be Bubble-Yum by now.  But when

          this cat fucks her, it hurts.  It

          hurts like the first time.  The

          pain is reminding a fuck machine

          what is was like to be a virgin.

          Hence, "Like a Virgin."

The fellas crack up.

                       JOE

          Wong?

                       MR. BROWN

          Fuck you, wrong.  I'm right!  What

          the fuck do you know about it

          anyway?  You're still listening to

          Jerry-fucking-Vale.

                       JOE

          Not wrong, dumb ass, Wong!  You

          know, like the Chinese name?

Mr. White snatches the address book from Joe's hand.  They

fight, but they're not really mad at each other.

                       MR. WHITE

          Give me this fucking thing.

                       JOE

          What the fuck do you think you're

          doin?  Give me my book back!

                       MR. WHITE

          I'm sick of fuckin hearin it Joe,

          I'll give it back when we leave.

                       JOE

          Whaddaya mean, give it to me when

          we leave, give it back now.

                       MR. WHITE

          For the past fifteen minutes now,

          you've just been droning on with

          names.  "Toby...Toby...Toby...

          Toby Wong...Toby Wong...Toby

          Chung...fuckin Charlie Chan."  I

          got Madonna's big dick outta my

          right ear, and Toby Jap I-don't-

          know-what, outta my left.

                       JOE

          What do you care?

                       MR. WHITE

          When you're annoying as hell, I

          care a lot.

                       JOE

          Give me my book.

                       MR. WHITE

          You gonna put it away?

                       JOE

          I'm gonna do whatever I wanna do

          with it.

                       MR. WHITE

          Well, then, I'm afraid I'm gonna

          have to keep it.

                       MR. BLONDE

          Joe, you want me to shoot this

          piece of shit for you?

                       MR. WHITE

          Shit, you shoot me in a dream, you

          better wake up and apologize.

                       NICE GUY EDDIE

          Have you guys been listening to K-

          BILLY's super sounds of the

          seventies weekend?

                       MR. PINK

          Yeah, it's fuckin great isn't it?

                       NICE GUY EDDIE

          Can you believe the songs they

          been playin?

                       MR. PINK

          No, I can't.  You know what I

          heard the other day?  "Heartbeat -

          It's Lovebeat," by little Tony

          DeFranco and the DeFranco Family.

          I haven't heard that since I was

          in fifth fuckin grade.

                       NICE GUY EDDIE

          When I was coming down here, I was

          playin it.  And "The Night the

          Lights Went Out in Georgia" came

          on.  Now I ain't heard that song

          since it was big, but when it was

          big, I heard it a million-

          trillion times.  I'm listening to

          it this morning, and this was the

          first time I ever realized that

          the lady singing the song, was the

          one who killed Andy.

                       MR. BROWN

          You didn't know Vicki Lawrence

          killed the guy?

                       NICE GUY EDDIE

          I thought the cheatin wife shot

          Andy.

                       MR. BLONDE

          They say it in the song.

                       NICE GUY EDDIE

          I know, I heard it.  I musta zoned

          out whenever that part came on

          before.  I thought when she said

          that little sister stuff, she was

          talkin about her sister- in-law,

          the cheatin wife.

                       JOE

          No, she did it.  She killed the

          cheatin wife, too.

                       MR. PINK

          You know the part in "Gypsies,

          Tramps and Theives," when she says

          "Poppa woulda shot his if he knew

          what he'd done?"  I could never

          figure out what he did.

The table laughs.  The WAITRESS comes over to the table.

She has the check, and a pot of coffee.

                       WAITRESS

          Can I get anybody more

          coffee.

                       JOE

          No, we're gonna be hittin it.

          I'll take care of the check.

She hands the bill to him.

                       WAITRESS

          Here ya go.  Please pay at the

          register, if you wouldn't mind.

                       JOE

          Sure thing.

                       WAITRESS

          You guys have a wonderful day.

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

                       JOE

          I'll take care of this, you guys

          leave the tip.

                  (to Mr. White)

          And when I come back, I want my

          book back.

                       MR. WHITE

          Sorry, it's my book now.

                       JOE

          Blonde, shoot this piece of shit,

          will ya?

Mr. Blonde shoots Mr. White with his finger.  Mr White

acts shot.  Joe exits.

                       NICE GUY EDDIE

         Okay, everybody cough up green for

         the little lady.

Everybody whips out a buck, and throws it on the table.

Everybody, that is, except Mr. Pink.

                       NICE GUY EDDIE

          C'mon, throw in a buck.

                       MR. PINK

          Uh-uh.  I don't tip.

                       NICE GUY EDDIE

          Whaddaya mean you don't tip?

                       MR. PINK

          I don't believe in it.

                       NICE GUY EDDIE

          You don't believe in tipping?

                       MR. BLONDE

                  (laughing)

          I love this kid, he's a madman,

          this guy.

                       MR. WHITE

          Do you have any idea what these

          ladies make?  They make shit.

                       MR. PINK

          Don't give me that.  She don't

          make enough money, she can quit.

Everybody laughs.

                       NICE GUY EDDIE

          I don't even know a Jew who'd have

          the balls to say that.  So let's

          get this straight. You never ever

          tip?

                       MR. PINK

          I don't tip because society says I

          gotta.  I tip when somebody

          deserves a tip.  When somebody

          really puts forth an effort, they

          deserve a little something extra.

          But this tipping automatically,

          that shit's for the birds.  As far

          as I'm concerned, they're just

          doin their job.

                       MR. BLUE

          Our girl was nice.

                       MR. PINK

          Our girl was okay.  She didn't do

          anything special.

                       MR. BLUE

          What's something special, take ya

          in the kitchen and suck your dick?

They all laugh.

                       NICE GUY EDDIE

          I'd go over twelve percent for

          that.

                       MR. PINK

          Look, I ordered coffee.  Now we've

          been here a long fuckin time, and

          she's only filled my cup three

          times.  When I order coffee,  I

          want it filled six times.

                       MR. WHITE

          What if she's too busy?

                       MR. PINK

          The words "too busy" shouldn't be

          in a waitress's vocabulary.

                       NICE GUY EDDIE

          Excuse me, Mr. White, but the last

          thing you need is another cup of

          coffee.

They all laugh.

                       MR. PINK

          These ladies aren't starvin to

          death.  They make minimum wage.

          When I worked for minimum wage, I

          wasn't lucky enough to have a job

          that society deemed tipworthy.

                       NICE GUY EDDIE

          Ahh, now we're getting down to it.

          It's not just that he's a cheap

          bastard--

                       MR. ORANGE

          --It is that too--

                       NICE GUY EDDIE

          --It is that too.  But it's also

          he couldn't get a waiter job.  You

          talk like a pissed off dishwasher:

          "Fuck those cunts and their

          fucking tips."

                       MR. BLUE

          So you don't care that they're

          counting on your tip to live?

Mr. White rubs two of his fingers together.

                       MR. PINK

          Do you know what this is?  It's

          the world's smallest violin,

          playing just for the waitresses.

                       MR. WHITE

          You don't have any idea what

          you're talking about.  These

          people bust their ass. This

          is a hard job.

                       MR. PINK

          So's working at McDonald's, but

          you don't feel the need to tip

          them.  They're servin ya food, you

          should tip em.  But no, society

          says tip these guys over here, but

          not those guys over there.  That's

          bullshit.

                       MR. ORANGE

          They work harder than the kids at

          McDonald's.

                       MR. PINK

          Oh yeah, I don't see them cleaning

          fryers.

                       MR. BROWN

          These people are taxed on the tips

          they make.  When you stiff 'em,

          you cost them money.

                       MR. WHITE

          Waitressing is the number one

          occupation for female non-college

          graduates in this country.  It's

          the one jab basically any woman

          can get, and make a living on.

          The reason is because of tips.

                       MR. PINK

          Fuck all that.

They all laugh.

                       MR. PINK

          Hey, I'm very sorry that the

          government taxes their tips.

          That's fucked up.  But that ain't

          my fault.  it would appear that

          waitresses are just one of the

          many groups the government fucks

          in the ass on a regular basis.

          You show me a paper says the

          government shouldn't do that, I'll

          sign it.  Put it to a vote, I'll

          vote for it.  But what I won't do

          is play ball.  And this non-

          college bullshit you're telling

          me, I got two words for that:

          "Learn to fuckin type."  Cause if

          you're expecting me to help out

          with the rent, you're in for a big

          fuckin surprise.

                       MR. ORANGE

          He's convinced me.  Give me my

          dollar back.

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

                       JOE

          Okay ramblers, let's get to

          rambling.  Wait a minute, who

          didn't throw in?

                       MR. ORANGE

          Mr. Pink.

                       JOE

                  (to Mr. Orange)

          Mr. Pink?

                  (to Mr. Pink)

          Why?

                       MR. ORANGE

          He don't tip.

                       JOE

                  (to Mr. Orange)

          He don't tip?

                  (to Mr. Pink)

          You don't tip?  Why?

                       MR. ORANGE

          He don't believe in it.

                       JOE

                  (to Mr. Orange)

          He don't believe in it?

                  (to Mr. White)

          You don't believe in it?

                       MR. ORANGE

          Nope.

                       JOE

                  (to Mr. Orange)

          Shut up!

                  (to Mr. Pink)

          Cough up the buck, ya cheap

          bastard, I paid for your goddamn

          breakfast.

                       MR. PINK

          Because you paid for the

          breakfast, I'm gonna tip.

          Normally I wouldn't.

                       JOE

          Whatever.  Just throw in your

          dollar, and let's move.

                  (to Mr. WHITE)

          See what I'm dealing with here.

          Infants.  I'm fuckin dealin with

          infants.

The eight men get up to leave.  Mr. White's waist is in

the F.G.  As he buttons his coat, for a second we see he's

carrying a gun.  They exit Uncle Bob's Pancake House,

talking amongst themselves.

2      EXT. UNCLE BOB'S PANCAKE HOUSE - DAY

CREDIT SEQUENCE:

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

Over the BLACK we hear the sound of SOMEONE SCREAMING in

agony.

Under the screaming, we hear the sound of a car HAULING

ASS, through traffic.

Over the screams and the traffic noise, we hear SOMEBODY

ELSE SAY:

                       SOMEBODY ELSE (OS)

          Just hold on buddy boy.

Somebody stops screaming long enough to say:

                     SOMEBODY (OS)

          I'm sorry.  I can't believe

          she killed me.  Who would've

          fuckin thought that?

                                                 CUT TO:

3      INT. GETAWAY GAR (MOVING) - DAY

The Somebody screaming is Mr. Orange.  He lies in the

backseat.  He's been SHOT in the stomach.  BLOOD covers

both him and the backseat.

Mr. White is the Somebody Else.  He's behind the wheel of

the getaway car.  He's easily doing 80 mph, dodging in and

out of traffic.  Though he's driving for his life, he

keeps talking to his wounded passenger in the backseat.

They are the only two in the car.

                       MR. WHITE

          Hey, just cancel that shit right

          now!  You're hurt.  You're hurt

          really fucking bad, but you ain't

          dying.

                       MR. ORANGE

                  (crying)

          All this blood is scaring the shit

          outta me.  I'm gonna die, I know

          it.

                       MR. WHITE

          Oh excuse me, I didn't realize you

          had a degree in medicine.  Are you

          a doctor?  Are you a doctor?

          Answer me please, are you a

          doctor?

                       MR. ORANGE

          No, I'm not!

                       MR. WRITE

          Ahhhh, so you admit you don't know

          what you're talking about.  So if

          you're through giving me your

          amateur opinion, lie back and

          listen to the news.  I'm taking

          you back to the rendezvous, Joe's

          gonna get you a doctor, the

          doctor's gonna fix you up, and

          you're gonna be okay.  Now say it:

          you're gonna be okay.  Say it:

          you're gonna be okay!

Mr. Orange doesn't respond.  Mr. White starts pounding on

the steering wheel.

                       MR. WHITE

          Say-the-goddamn-words: you're

          gonna be okay!

                       MR. ORANGE

          I'm okay.

                       MR. WHITE

                  (softly)

          Correct.

4      INT. WAREHOUSE - DAY

The CAMERA does a 360 around an empty warehouse.  Then the

door swings open, and Mr. White carries the bloody body of

Mr. Orange inside.

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

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

                       MR. WHITE

          Just hold on buddy boy.  Hold on,

          and wait for Joe.  I can't do

          anything for you, but when Joe

          gets here, which should be anytime

          now, he'll be able to help you.

          We're just gonna sit here, and

          wait for Joe.  Who are

          we waiting for?

                       MR. ORANGE

          Joe.

                       MR. WHITE

          Bet your sweet ass we are.

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

around the warehouse.

                       MR. ORANGE

                  (yelling)

          Don't leave me!

Mr White bends back over him and takes his hand.

                       MR. WHITE

          I ain't going anywhere.  I'm right

          here.  I'm not gonna leave ya.

                       MR. ORANGE

          Larry, I'm so scared, would you

          please hold me.

Mr. White very gently embraces the bloody Mr. Orange.

Cradling the young man, Mr. White whispers to him.

                       MR. WHITE

                  (whispering)

          Go ahead and be scared, you've

          been brave enough for one day.  I

          want you to just relax now.

          You're not gonna die, you're gonna

          be fine.  When Joe gets here,

          he'll make ya a hundred percent

          again.

Mr. White lays Mr. Orange back down on the mattress.  He's

still holding his hand.  Mr. Orange looks up at his

friend.

                       MR. ORANGE

          Look, I don't wanna be a fly in

          the ointment, but if help doesn't

          come soon, I gotta see a doctor.

          I don't give a fuck about jail, I

          just don't wanna die.

                       MR. WHITE

          You're not gonna fucking die, all

          right?

                       MR. ORANGE

          I wasn't born yesterday.  I'm

          hurt, and I'm hurt bad.

                       MR. WHITE

          It's not good...

                       MR. ORANGE

          Hey, bless your heart for what

          you're trying to do.  I was

          panicking for a moment, but I've

          got my senses back now.  The

          situation is, I'm shot in the

          belly.  And without medical

          attention, I'm gonna die.

                       MR. WHITE

          I can' take you to a hospital.

                       MR. ORANGE

          Fuck jail!  I don't give a shit

          about jail.  But I can't die.  You

          don't have to take me in.  Just

          drive me up to the front, drop me

          on the sidewalk.  I'll take care

          of myself.  I won't tell them

          anything.  I swear to fucking god,

          I won't tell 'em anything.  Look

          in my eyes, look right in my eyes.

                  (Mr. White does)

          I-won't-tell-them-anything.

          You'll be safe.

                       MR. WHITE

          Lie back down, and try to--

                       MR. ORANGE

          I'm going to die!   I need a

          doctor!  I'm begging you,

          take me to a doctor.



Mr. Orange lays his head back on the mattress.  Spent from

his outburst, he quietly mutters to himself:

                       MR. ORANGE

          Take me to a doctor, take me to a

          doctor, please.

Suddenly, the warehouse door BURSTS open and Mr.

Pink steps inside.

                       MR. PINK

          Was that a fucking set-up or what?

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

                       MR. PINK

          Oh fuck, Orange got tagged.

Throughout this scene, we hear Mr. Orange moaning.

                       MR. WHITE

          Gun shot.

                       MR. PINK

          Oh that's just fucking great!

          Where's Brown?

                       MR. WHITE

          Dead.

                       MR. PINK

          Goddamn, goddamn!  How did he die?

                       MR. WHITE

          How the fuck do you think?  The

          cops shot him.

                       MR. PINK

          Oh this is bad, this is so bad.

              (referring to Mr. Orange)

          Is it bad?

                       MR. WHITE

          As opposed to good?

                       MR. PINK

          This is so fucked up.  Somebody

          fucked us big time.

                       MR. WHITE

          You really think we were set up?

                       MR. PINK

          You even doubt it?  I don't think

          we got set up, I know we got set

          up!  I mean really, seriously,

          where did all those cops come

          from, huh?  One minute they're not

          there, the next minute

          they're there.  I didn't hear any

          sirens.  The alarm went off, okay.

          Okay, when an alarm goes off, you

          got an average of four minutes

          response time.  Unless a patrol

          car is cruising that street, at

          that particular moment, you got

          four minutes before they can

          realistically respond.  In one

          minute there were seventeen blue

          boys out there.  All loaded for

          bear, all knowing exactly what the

          fuck they were doing, and they

          were all just there!  Remember

          that second wave that showed up in

          the cars? Those were the ones

          responding to the alarm.  but

          those other motherfuckers were

          already there, they were waiting

          for us.

                  (pause)

          You haven't thought about this?

                       MR. WHITE

          I haven't had a chance to think.

          First I was just trying to get the

          fuck outta there.  And after we

          got away, I've just been dealin

          with him.

                       MR. PINK

          Well, you better start thinking

          about it.  Cause I, sure as fuck,

          am thinking about it.  In fact,

          that's all I'm thinking about.  I

          came this close to just driving

          off.  Whoever set us up, knows

          about this place.  There could've

          been cops sitting here waiting for

          me.  For all we know, there's

          cops, driving fast, on their way

          here now.

                       MR. WHITE

          Let's go in the other room...

The camera creeps along a wall, coming to a corner.  We

move past it, and see down a hall.

5      INT. BATHROOM HALLWAY - DAY

At the end of the hall is a bathroom.  The bathroom door

is partially closed, restricting our view.  Mr. Pink is

obscured, but Mr. White is in view.

                       MR. PINK (OS)

          What the fuck am I doing here?  I

          felt funny about this job right

          off.  As soon as I felt it I

          should said "No thank you", and

          walked.  But I never fucking

          listen.  Every time I ever got

          burned buying weed, I always knew

          the guy wasn't right.  I just felt

          it.  But I wanted to believe him.

          If he's not lyin to me, and it

          really is Thai stick, then whoa

          baby.  But it's never Thai stick.

          and I always said if I felt that

          way about a job, I'd walk.  And I

          did, and I didn't, because of

          fuckin money!

                       MR. WHITE

          What's done is done, I need you

          cool.  Are you cool?

                       MR. PINK

          I'm cool.

                       MR. WHITE

          Splash some water on your face.

          Take a breather.

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

his face.

                       MR. WHITE

          I'm gonna get me my smokes.

Mr White opens the bathroom door, walks down the hall, and

OUT OF FRAME.  We see Mr. Pink, his back turned towards

us, bent over the sink.  Then he grabs a towels, and dries

his face.  Mr White ENTERS FRAME with a pack of

Chesterfields in his hand.

                       MR. WHITE

          Want a smoke?

                       MR. PINK

          Why not?

The two men light up.

                       MR. WHITE

          Okay, let's go through what

          happened.  We're in the place,

          everything's going fine.  Then the

          alarm gets tripped.  I turn around

          and all these cops are outside.

          You're right, it was like, bam!  I

          blink my eyes are they're there.

          Everybody starts going apeshit.

          Then Mr. Blonde starts shootin all

          the--

                       MR. PINK

          --That's not correct.

                       MR. WHITE

          What's wrong with it?

                       MR. PINK

          The cops didn't show up after the

          alarm went off.  They didn't show

          till after Mr. Blonde started

          shooting everyone.

                       MR. WHITE

          As soon as I heard the alarm, I

          saw the cops.

                       MR. PINK

          I'm telling ya, it wasn't that

          soon.  They didn't let their

          presence be known until after Mr.

          Blonde went off.  I'm not sayin

          they weren't there, I'm sayin they

          were there.  But they didn't move

          in till Mr. Blonde became a

          madman.  That's how I know we were

          set up.  You can see that,

          can't you, Mr. White?

                       MR. WHITE

          Look, enough of this "Mr White"

          shit--

                       MR. PINK

          --Don't tell me your name, I don't

          want to know!  I sure as hell

          ain't gonna tell ya

          mine.

                       MR. WHITE

          You're right, this is bad.

                  (pause)

          How did you get out?

                       MR. PINK

          Shot my way out.  Everybody was

          shooting, so I just blasted my way

          outta there.

                                                 CUT TO:

6      EXT. CROWDED CITY STREET - DAY

Mr. Pink is hauling ass down a busy city sidewalk.  He has

a canvas bag with a shoulder strap in one hand, and a .357

MAGNUM in the other.  If any BYSTANDERS get in his way, he

just knocks them down.  We DOLLY at the same speed, right

along side of him.

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

them.

We DOLLY with a young woman on roller skates.  ROLLERGIRL

is plugged into a walkman.  We hear the song she's

listening to LOUD over the SOUNDTRACK.  She's twirling and

skating backwards to the beat of the song.

Rollergirl turns a corner and COLLIDES with Mr. Pink.  The

man and woman CRASH to the ground.

Mr. Pink rolls into the street, in front of a moving car

that SCREECHES to a stop, narrowly avoiding running over

him.

7      INT. CAR (STOPPED) - DAY

The CAMERA is in the backseat. A SHOCKED WOMAN is the

car's driver.  Mr. Pink pulls himself up from the hood,

shakes it off, and points his magnum at the driver.

                       MR. PINK

          Get outta the car!  Get the fuck

          outta the car!

The Shocked Woman starts screaming.

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

locked.

                       MR. PINK

          Open the fucking door!

EXTREME C.U. DRIVER'S SIDE WINDOW

Mr. Pink SMASHES it in our face.

8      EXT. STREET - DAY

DOLLY with Cops coming up fast.

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

The Cops reach the corner, guns aimed.

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

the Cops.

Everybody HITS the ground, or scatters.

Mr. Pink HOPS in the car.

Cops FIRE.

9      INT. CAR (MOVING) - DAY

CAMERA in the backseat, Mr. Pink FLOORS it.  SPEEDING down

the street, with the Cops FIRING after him.

                                                 BACK TO:

10     INT. BATHROOM - DAY

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

                       MR. PINK

          Tagged a couple of cops.  Did you

          kill anybody?

                       MR. WHITE

          A few cops.

                       MR. PINK

          No real people?

                       MR. WHITE

          Uh-uh, just cops.

                       MR. PINK

          Could you believe Mr. Blonde?

                       MR. WHITE

          That was one of the most insane

          fucking things I've ever seen.

          Why the fuck would Joe hire

          somebody like that?

                       MR. PINK

          I don't wanna kill anybody.  But

          if I gotta get out that door, and

          you're standing in my way, one way

          of the other, you're gettin outta

          my way.

                       MR. WHITE

          That's the way I look at it.  A

          choice between doin ten years, and

          takin out some stupid

          motherfucker, ain't no choice at

          all.  But I ain't no madman

          either.  What the fuck was Joe

          thinkin?  You can't work with a

          guy like that.  That mother-

          fucker's unstable.  He's a sick

          fuckin maniac.  We're awful

          goddamn lucky he didn't tag us, when

          he shot up the place.  I came this

          fucking close--

                  (hold up two fingers

                   and makes a tiny

                   space between them)

          --to taking his ass out myself.

                                 MR. PINK

          Everybody panics.  When things get

          tense, everybody panics.

          Everybody.  I don't care what your

          name is, you can't help it.  It's

          human nature.  But ya panic on the

          inside.

          Ya panic in your head.  Ya give

          yourself a couple a seconds of

          panic, then you get a grip and

          deal with the situation.  What you

          don't do, is shoot up the place

          and kill everybody.

                       MR. WHITE

          What you're supposed to do is act

          like a fuckin professional.  A

          psychopath is not a professional.

          You can't work with a psychopath,

          'cause ya don't know what those

          sick assholes are gonna do next.

          I mean, Jesus Christ, how old do

          you think that black girl was?

          Twenty, maybe twenty-one?

                       MR. PINK

          Did ya see what happened to

          anybody else?

                       MR. WHITE

          Me and Mr. Orange jumped in the

          car and Mr. Brown floored it.

          After that, I don't know what went

          down.

                       MR. PINK

          At that point it became every man

          for himself.  As far as Mr. Blonde

          or Mr. Blue are concerned, I ain't

          got the foggiest.  Once

          I got out, I never looked back.

                       MR. WHITE

          What do you think?

                       MR. PINK

          What do I think?  I think the cops

          caught them, or killed 'em.

                       MR. WHITE

          Not even a chance they punched

          through?  You found a hole.

                       MR. PINK

          Yeah, and that was a fucking

          miracle.  But if they did get

          away, where the fuck are they?

                       MR. WHITE

          You don't think it's possible, one

          of them got ahold of the diamonds

          and pulled a--

                       MR. PINK

          Nope.

                       MR. WHITE

          How can you be so sure?

                       MR. PINK

          I got the diamonds.

                       MR. WHITE

          Where?

                       MR. PINK

          I got 'em, all right?

                       MR. WHITE

          Where?  Are they out in the car?

                       MR. PINK

          No, they're not in the car.  No, I

          don't have them on me.  Ya wanna

          go with me and get 'em?  Yes, we

          can go right now.  But first

          listen to what I'm telling you.

          We were fuckin set up!  Somebody

          is in league with the cops.  We

          got a Judas in our midst.  And I'm

          thinkin we should have our fuckin

          heads examined for waiting around

          here.

                       MR. WHITE

          That was the plan, we meet here.

                       MR. PINK

          Then where is everybody?  I say

          the plan became null and void once

          we found out we got a rat in the

          house.  We ain't got the slightest

          fuckin idea what happened to Mr.

          Blonde or Mr. Blue.  They could

          both be dead

          or arrested.  They could be

          sweatin 'em, down at the station

          house right now.  Yeah they don't

          know the names, but they can sing

          about this place.

          I mean, that could be happening

          right now.  As we speak, the cops

          could be in their cars, drivin

          here this minute.

                       MR. WHITE

          I swear to god I'm fuckin jinxed.

                       MR. PINK

          What?

                       MR. WHITE

          Two jobs back, it was a four man

          job, we discovered one of the team

          was an undercover cop.

                       MR. PINK

          No shit?

                       MR. WHITE

          Thank god, we discovered in time.

          We hadda forget the whole fuckin

          thing.  Just walked away from it.

                       MR. PINK

          So who's the rat this time?  Mr.

          Blue?  Mr. Blonde?  Joe?  It's

          Joe's show, he set this whole

          thing up.  Maybe he set it up to

          set it up.

                       MR. WHITE

          I don't buy it.  Me and Joe go

          back a long time.  I can tell ya

          straight up, Joe definitely didn't

          have anything to do with this

          bullshit.

                       MR. PINK

          Oh, you and Joe go back a long

          time.  I known Joe since I was a

          kid.  But me saying Joe definitely

          couldn't have done it is

          ridiculous.  I can say I

          definitely didn't do it, cause I

          know what I did or didn't do.  But

          I can't definitely say that about

          anybody else, 'cause I don't

          definitely know.  For all I know,

          you're the rat.

                       MR. WHITE

          For all I know, you're the fuckin rat.

                       MR. PINK

          Now you're using your head. For

          all we know, he's the rat.

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

expression changes.

                       MR. WHITE

          Jesus Christ!

11     INT. WAREHOUSE - DAY

They run over to Mr. Orange, who's unconscious.  The

CAMERA hovers over the action.  Mr. Pink reaches him

first.

                       MR. PINK

          Is he dead?

Mr. White pushes him out of the way.  He feels the pulse

on Mr. Orange's neck.

                       MR. PINK

          So, is he dead or what?

                       MR. WHITE

          He ain't dead.

                       MR. PINK

          So what is it?

                       MR. WHITE

          I think he's just passed out.

                       MR. PINK

          He scared the fuckin shit outta

          me.  I thought he was dead fer

          sure.

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

                       MR. WHITE

          He will be dead fer sure, if we

          don't get him to a hospital.

                       MR. PINK

          We can't take him to a hospital.

                       MR. WHITE

          Without medical attention, this

          man won't live through the night.

          That bullet in his belly is my

          fault.  Now while that might not

          mean jack shit to you, it means a

          helluva lot to me.  And I'm not

          gonna just sit around and watch

          him die.

                       MR. PINK

          Well, first things first, staying

          here's goofy.  We gotta book up.

                       MR. WHITE

          So what do you suggest, we go to a

          hotel?  We got a guy who's shot in

          the belly, he can't walk, he

          bleeds like a stuck pig, and when

          he's awake, he screams in pain.

                       MR. PINK

          You gotta idea, spit it out.

                       MR. WHITE

          Joe could help him.  If we can get

          in touch with Joe, Joe could get

          him to a doctor, Joe could get a

          doctor to come and see him.

During Mr. Pink's dialog, we slowly ZOOM in to a

C.U. of Mr. White.

                       MR. PINK (OS)

          Assuming we can trust Joe, how we

          gonna get in touch with him?  He's

          supposed to be here, but he ain't,

          which is making me nervous about

          being here.  Even if Joe is

          on the up and up, he's probably

          not gonna be that happy with us.

          Joe planned a robbery, but he's

          got a blood bath on his hands now.

          Dead cops, dead robbers, dead

          civilians...Jesus Christ!  I tend

          to doubt he's gonna have a lot of

          sympathy for our plight.  If I was

          him, I'd try and put as much

          distance between me and this mess

          an humanly possible.

                       MR. WHITE

          Before you got here, Mr. Orange

          was askin me to take him to a

          hospital.  Now I don't like

          turning him over to the cops, but

          if we don't, he's dead.  He begged

          me to do it.  I told him to hold

          off till Joe got here.

                       MR. PINK (OS)

          Well Joe ain't gettin here.  We're

          on our own.  Now, I don't know a

          goddamn body who can help him, so

          if you know somebody, call 'em.

                       MR. WHITE

          I don't know anybody.

                       MR. PINK (OS)

          Well, I guess we drop him off at

          the hospital.  Since he don't know

          nothin about us, I say it's his

          decision.

MR. WHITE'S POV:

C.U. OF MR. PINK.

                       MR. WHITE (OS)

          Well, he knows a little about me.

                       MR. PINK

          You didn't tell him your name, did

          ya?

                       MR. WHITE (OS)

          I told him my first name, and

          where I'm from.

There is a long silence and a blank look from Mr. Pink,

then he SCREAMS:

                       MR. PINK

          Why!

                       MR. WHITE (OS)

          I told him where I was from a few

          days ago.  It was just a casual

          conversation.

                       MR. PINK

          And what was tellin him your name

          when you weren't supposed to?

                       MR. WHITE (OS)

          He asked.

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

                       MR. WHITE (OS)

          We had just gotten away from the

          cops.  He just got shot.  It was

          my fuckin fault he got shot.  He's

          a fuckin bloody mess - he's

          screaming.  I swear to god, I

          thought we was gonna die right

          then and there.  I'm tryin to

          comfort him, telling him not to

          worry, he's gonna be okay, I'm

          gonna take care of him.  And he

          asked me what my name was.  I

          mean, the man was dyin in my arms.

          What the fuck was I supposed to

          tell him, "Sorry, I can't give out

          that information, it's against the

          rules.  I don't trust you

          enough."?  Maybe I shoulda, but I

          couldn't.

                       MR. PINK

          Oh, I don't doubt is was quite

          beautiful--

                       MR. WHITE (OS)

          Don't fuckin patronize me.

                       MR. PINK

          One question: Do they have a sheet

          on you, where you told him you're

          from?

                       MR. WHITE (OS)

          Of course.

                       MR. PINK

          Well that's that, then.  I mean, I

          was worried about mug shot

          possibilities already.  But now he

          knows: (a) what you look like, (b)

          what your first name is,

          (i) where you're from and (d) what

          your specialty is.

          They ain't gonna hafta show him a

          helluva lot of pictures for him to

          pick you out.  That's it right,

          you didn't tell him anything else

          that could narrow down the

          selection?

                       MR. WHITE (OS)

          If I have to tell you again to

          back off, me an you are gonna go

          round and round.

Mr. Pink walks out of the C.U. and turns his back on Mr.

White.  Mr. White's POV PANS over to him.

                       MR. PINK

          We ain't taking him to a hospital.

                       MR. WHITE (OS)

          If we don't, he'll die.

                       MR. PINK

          And I'm very sad about that.  But

          some fellas are lucky, and some

          ain't.

                       MR. WHITE (OS)

          That fuckin did it!

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

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

the mouth.

END OF POV

Mr. White and Mr. Pink have a very ungraceful and

realistic fight.  They go at each other like a couple of

alley cats.

As Mr. White SWINGS and PUNCHES, he SCREAMS:

                        MR. WHITE

          You little motherfucker!

Mr. Pink YELLS as he HITS:

                       MR. PINK

          Ya wanna fuck with me?!  You wanna

          fuck with me?!  I'll show you who

          you're fuckin with!

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

Mr. White gets Mr. Pink in a HEADLOCK.

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

out.

Mr. White sees this, immediately lets go of Mr. Pink,

and goes for his own weapon.

The two men are on the floor, on their knees, with their

guns outstretched, aiming at one another.

                       MR. WHITE

          You wanna shoot me, you little

          piece of shit?  Take a shot!

                       MR. PINK

          Fuck you, White!  I didn't create

          this situation,  I'm just dealin

          with it.  You're acting like a

          first-year fuckin thief.  I'm

          actin like a professional.  They

          get him, they can get you, they

          get you, they get closer to me,

          and that can't happen.  And you,

          you motherfucker, are looking at

          me like it's my fault.  I didn't

          tell him my name.  I didn't tell

          him where I was from.  I didn't

          tell him what I knew better than

          to tell him.  Fuck, fifteen

          minutes ago, you almost told me

          your name.  You, buddy, are stuck

          in a situation you created.  So if

          you wanna throw bad looks

          somewhere, throw 'em at a mirror.

Mr. Pink lowers his gun and walks towards White.

                       MR. PINK

          So if you wanna shoot somebody,

          put that gun in your mouth and

          shoot yourself.

Then from OFF SCREEN we hear:

                       VOICE (OS)

          You kids don't play so rough.

          Somebody's gonna start crying.

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

The Voice belongs to the infamous Mr. Blonde.

Mr. Blonde sits on a counter, drinking a fast food coke

and eating a hot dog.

                       MR. PINK

          Mr. Blonde!  You okay?  We thought

          you might've gotten caught.  What

          happened?

Mr. Blonde doesn't answer, he just hops off the counter

and starts walking around the warehouse, checking the

place out.

He doesn't look at either Mr. Pink or Mr. White, he

just eats his hot dog and sips his coke.

This is making Pink and White nervous as hell.  But Mr.

Pink tries to talk through it.

We HANDHOLD follow Mr. Blonde around the warehouse.

                       MR. PINK

          Really, how did you get away?

Mr. Blonde walks the loft.  Silent.

                       MR. PINK

          You saw what happened to me,

          I found a hole and booked.

Silence.

                       MR. PINK

          Where's Mr. Blue?

Blonde looks in the bathroom.

                       MR. PINK

          We were hopin you two would be

          together.

Blonde looks out the window.

                       MR. PINK

          That was the big question we had,

          what happened to Mr.

          Blue and you?

Blonde walks away from the window.

                       MR. PINK

          We were worried the cops got ya.

Blonde bends down over Mr. Orange.

                       MR. PINK

          He got it in the belly.  He's

          still alive, but won't be for

          long.

                       MR. WHITE

          Enough!  You better start talkin

          to us, asshole, cause we got shit

          we need to talk about.  We're

          already freaked out, we need you

          actin freaky like we need a fuckin

          bag on our hip.

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

towards them.

                       MR. BLONDE

          So, talk.

                       MR. WHITE

          We think we got a rat in the

          house.

                       MR. PINK

          I guarantee we got a rat in the

          house.

                       MR. BLONDE

          What would ever make you think

          that?

                       MR. WHITE

          Is that supposed to be funny?

                       MR. PINK

          We don't think this place is safe.

                       MR. WHITE

          This place just ain't secure

          anymore.  We're leaving, and you

          should go with us.

                       MR. BLONDE

          Nobody's going anywhere.

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

After a few beats the silence is broken.

                       MR. WHITE

                  (to Mr. Pink)

          Piss on this turd, we're outta

          here.

Mr. White turns to leave.

                       MR. BLONDE

          Don't take another step, Mr.

          White.

Mr. White explodes, raising his gun and charging towards

Mr. Blonde.

                       MR. WHITE

          Fuck you, maniac!  It's your

          fuckin fault we're in so much

          trouble.

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

                       MR. BLONDE

                  (referring to Mr.

                   White)

          What's this guy's problem?

                       MR. WHITE

          What's my problem?  Yeah, I gotta

          problem.  I gotta big problem with

          any trigger-happy madman who

          almost gets me shot!

                       MR. BLONDE

          What're you talkin about?

                       MR. WHITE

          That fuckin shooting spree in the

          store.

                       MR. BLONDE

          Fuck 'em, they set off the alarm,

          they deserve what they got.

                       MR. WHITE

          You almost killed me, asshole!  If

          I had any idea what type of guy

          you were, I never would've agreed

          to work with you.

                       MR. BLONDE

          You gonna back all day, little

          doggie, or are you gonna bite?

                       MR. WHITE

          What was that?  I'm sorry, I

          didn't catch it.  Would you repeat

          it?

                       MR. BLONDE

                  (slowly)

          I said: "Are you gonna bark all

          day, dog, or are you gonna bite."

                       MR. PINK

          Both of you two assholes knock it

          the fuck off and calm down!

                       MR. WHITE

                  (to Mr. Blonde)

          So you wanna git bit, huh?

                       MR. PINK

          Cut the bullshit, we ain't on a

          fuckin playground!

                  (pause)

          I don't believe this shit, both of

          you got ten years on me, and I'm

          the only one actin like a

          professional.  You guys act like a

          bunch of fuckin niggers.  You ever

          work a job with a bunch of

          niggers?  They're just like you

          two, always fightin, always sayin

          they're gonna kill one another.

                       MR. WHITE

                  (to Mr. Pink)

          You said yourself, you

          thought about takin him out.

                       MR. PINK

          Then.  That time has passed.

          Right now, Mr. Blonde is the only

          one I completely trust.  He's too

          fuckin homicidal to be workin with

          the cops.

                       MR. WHITE

          You takin his side?

                       MR. PINK

          Fuck sides!  What we need is a

          little solidarity here.

          Somebody's stickin a red hot poker

          up our asses and we gotta find out

          whose hand's on the handle.  Now I

          know I'm no piece of shit...

                  (referring to Mr.

                   White)

          And I'm pretty sure you're a good

          boy...

                  (referring to Mr.

                   Blonde)

          And I'm fuckin positive you're on

          the level.  So let's figure out

          who's the bad guy.

Mr. White calms down and puts his gun away.

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

talking about Madonna.

                       MR. BLONDE

          Well, that was sure exciting.

                  (to Mr. White)

          You're a big Lee Marvin fan,

          aren't you?  Me too.  I don't know

          about the rest of you fellas, but

          my heart's

          beatin fast.

                  (pause for a beat)

          Okay you guys, follow me.

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

The other two men just follow him with their eyes.

                       MR. WHITE

          Follow you where?

                       MR. BLONDE

          Down to my car.

                       MR. WHITE

          Why?

                       MR. BLONDE

          It's a surprise.

Mr. Blonde walks out.

13     EXT. WAREHOUSE - DAY

Three cars are parked out front.  Mr. Blonde is walking

towards the car he drove.  Mr. White and Mr. Pink are

walking behind.  The Camera is HANDHELD following behind

them.

                       MR. PINK

          We still gotta get out of here.

                       MR. BLONDE

          We're gonna sit here and wait.

                       MR. WHITE

          For what, the cops?

                       MR. BLONDE

          Nice Guy Eddie.

                       MR. PINK

          Nice Guy Eddie?  What makes you

          think Nice Guy's anywhere but on a

          plane half way to Costa Rica?

                       MR. BLONDE

          Cause I just talked to him.  He's

          on his way down here, and nobody's

          going anywhere till be gets here.

                       MR. WHITE

          You talked to Nice Guy Eddie?  Why

          the fuck didn't you say that in

          the first place?

                       MR. BLONDE

          You didn't ask.

                       MR. WHITE

          Hardy-fuckin-har.  What did he

          say?

                       MR. BLONDE

          Stay put.  Okay, fellas, take a

          look at the little surprise I

          brought you.

Mr. Blonde opens up the truck of his car.  A handcuffed,

uniformed POLICEMAN is curled up inside the trunk.

                       MR. BLONDE

          So while we're waitin for Nice Guy

          Eddie, what say we have a little

          fun finding out who the rat is.

INSERT: TITLE CARD "MR. BLONDE".

14     INT. JOE CABOT'S OFFICE - DAY

We're inside the office of Joe Cabot.  Joe's on the phone,

sitting behind his desk.

                       JOE

                  (into phone)

          Sid, I'm tellin you don't worry

          about it.  You had a bad couple of

          months, it happens.

                  (pause)

          Sid, Sid, Sid...Stop, you're

          embarrassing me.  I don't need to

          be told what I already know.  When

          you have bad months, you do what

          every business man in the

          worlds does, I don't care if he's

          Donald Trump or Irving the tailor.

          Ya ride it out.

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

                       JOE

          Come in.

One of Cabot's goons, TEDDY, opens the door and steps

inside.  Cabot covers the receiver with his hand and looks

towards the man.

                       TEDDY

          Vic Vega's outside.

                       JOE

          Tell him to come in.

Teddy leaves.

                       JOE

                  (into phone)

          Sid, a friend of mine's here.  I

          gotta go.

                  (pause)

          Good enough, bye.

He hangs up the phone, stands, and walks around to the

front of the desk.

Teddy opens the office door, and TOOTHPICK VIC VEGA walks

in.

Toothpick Vic Vega is none other than our very own Mr.

Blonde.  Vic is dressed in a long black leather seventies

style jacket.

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

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

door behind him.

                       JOE

          How's freedom kid, pretty fuckin

          good, ain't it?

                       VIC

          It's a change.

                       JOE

          Ain't that a sad truth.  Remy

          Martin?

                       VIC

          Sure.

                       JOE

          Take a seat.

Joe goes over to his liquor cabinet.  Vic sits in a chair

set in front of Joe's desk.

                       JOE

                  (while he pours the

                   drink)

          Who's your parole officer?

                       VIC

          A guy named Koons.  Craig Koons.

                       JOE

          How is he?

                       VIC

          Fuckin asshole, won't let me leave

          the halfway house.

                       JOE

          Never ceases to amaze me.  Fuckin

          jungle bunny goes out there, slits

          some old woman's throat for

          twenty-five cents.  Fuckin nigger

          gets Doris Day as a parole

          officer.  But a good fella like

          you gets stuck with a ball-bustin

          prick.

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

Vic swallows some Remy.

                       VIC

          I just want you to know, Joe, how

          much I appreciate your care

          packages on the inside.

                       JOE

          What the hell did you expect me to

          do?  Just forget about you?

                       VIC

          I just wanted you to know, they

          meant a lot.

                       JOE

          It's the least I could do Vic.  I

          wish I coulda done more.

                  (Joe flashes a side

                   grin at Vic)

          Vic. Toothpick Vic.  Tell me a

          story?  What're your plans?

                       VIC

          Well, what I wanna do is go back

          to work.  But I got this Koons

          prick deep up my ass.  He won't

          let me leave the halfway house

          till I get some piece of shit job.

          My plans have always been to be

          part of the team again.

There's a KNOCK at the door.

                       JOE

          Come in.

The door opens and in walks Joe's son, Nice Guy Eddie.

Vic turns around in his seat and sees him.

                       EDDIE

                  (to Vic)

          I see ya sittin here, but I don't

          believe it.

Vic gets out of his seat and hugs Eddie.

                       EDDIE

          How ya doin, Toothpick?

                       VIC

          Fine, now.

                       EDDIE

          I'm sorry man, I shoulda picked

          you up personally at the pen.

          This whole week's just been crazy.

          I've had my head up my ass the

          entire time.

                       VIC

          Funny you should mention it.

          That's what your father and I been

          talkin about.

                       EDDIE

          That I should've picked you up?

                       VIC

          No.  That your head's been up your

          ass.  I walk through the door and

          Joe says "Vic, you're back, thank

          god.  Finally somebody who knows

          what the fuck he's doing.  Vic,

          Vic, Vic, Eddie, my son, is a fuck

          up."  And I say "Well, Joe, I

          coulda told you that."  "I'm

          ruined!  He's ruining me!  My son,

          I love him, but he's taking my

          business and flushing it down the

          fuckin toilet!"

                  (to Joe)

          I'm not tellin tales out of

          school.  You tell 'im Joe.

          Tell 'im yourself.

                       JOE

          Eddie, I hate like hell for you to

          hear it this way.  But when Vic

          asked me how's business, well, you

          don't lie to a man who's just done

          four years in the slammer for ya.

Eddie bobs his head up and down.

                       EDDIE

           Oh really, is that a fact?

Eddie JUMPS Vic and they fall to the floor.

The two friends, laughing and cussing at each other,

wrestle on the floor of Joe's office.

Joe's on his feet yelling at them.

                       JOE

                  (yelling)

          Okay, okay, enough, enough!

          Playtime's over!  You wanna roll

          around on the floor, do it in

          Eddie's office, not mine!

The two men break it up.  They are completely disheveled,

hair a mess, shirttails out.  As they get themselves

together, they continue to taunt one another.

                       EDDIE

          Daddy, did ya see that?

                       JOE

          What?

                       EDDIE

          Guy got me on the ground, tried to

          fuck me.

                       VIC

          You fuckin wish.

                       EDDIE

          You tried to fuck me in my

          father's office, you sick bastard.

          Look, Vic, whatever you wanna do

          in the privacy of your own home,

          go do it.  But don't try to fuck

          me.  I don't think of you that

          way.  I mean, I like you a lot--

                       VIC

          Eddie, if I was a pirate, I

          wouldn't throw you to the crew.

                       EDDIE

          No, you'd keep me for yourself.

          Four years fuckin punks in the ass

          made you appreciate prime rib when

          you get it.

                       VIC

          I might break you, Nice Guy, but

          I'd make you my dog's bitch.

          You'd be suckin the dick and going

          down on a mangy T-bone hound.

                       EDDIE

          Now ain't that a sad sight, daddy,

          walks into jail a white man, walks

          out talkin like a nigger.  It's

          all that black semen been shootin

          up his butt.  It's backed up into

          his brain and comes out of his

          mouth.

                       JOE

          Are you two finished?  We were

          talkin about some serious shit

          when you came in Eddie.  We got a

          big problem we're tryin to solve.

          Now Eddie, would you like to sit

          down and help us solve it, or do

          you two wanna piss fart around?

Playtime is over and Vic and Eddie know it.  So they both

take seats in front of Joe's desk.

                       JOE

          Now Vic was tellin me, he's got a

          parole problem.

                       EDDIE

          Really?  Who's your P.O.?

                       VIC

          Craig Koons.

                       EDDIE

          Koons?  Oh shit, I hear he's a

          motherfucker.

                       VIC

          He is a motherfucker.  He won't

          let me leave the halfway house

          till I get some piece of shit job.

                       EDDIE

          You're coming back to work for us,

          right?

                       VIC

          I wanna.  But I gotta show this

          asshole I got an honest-to-

          goodness job before he'll let me

          move out on my own.  I can't work

          for you guys and be worried about

          gettin back before ten o'clock

          curfew.

                       JOE

                  (to Eddie)

          We can work this out, can't we?

                       EDDIE

          This isn't all that bad.  We can

          give you a lot of legitimate jobs.

          Put you on the rotation at Long

          Beach as a dock worker.

                       VIC

          I don't wanna lift crates.

                       EDDIE

          You don't hafta lift shit.  You

          don't really work there.  But as

          far as the records are concerned,

          you do.  I call up Matthews, the

          foreman, tell him he's got a new

          guy.  You're on the schedule.  You

          got a timecard, it's clocked in

          and out for you everyday, and you

          get a pay check at the end of the

          week.  And ya know dock workers

          don't do too bad.  So you can move

          into a halfway decent place

          without Koons thinkin "what the

          fuck."  And if Koons ever wants to

          make a surprise visit, you're gone

          that day.  That day we sent you to

          Tustin.  We gotta bunch of shit

          you needed to unload there.

          You're at the Taft airstrip pickin

          up a bunch of shit and bringing it

          back.  Part of your jab is goin

          different places - and we got

          places all over the place.

                       JOE

                  (to Vic)

          Didn't I tell ya not to worry?

                  (to Eddie)

          Vic was worried.

                       EDDIE

          Me and you'll drive down to Long

          Beach tomorrow.  I'll introduce

          you to Matthews, tell him what's

          going on.

                       VIC

          That's great, guy, thanks a bunch.

                  (pause)

          When do you think you'll need me

          for real work?

                       JOE

          Well, it's kinda a strange time

          right now.  Things are kinda--

                       EDDIE

          --Nuts.  We got a big meeting in

          Vegas coming up.  And we're kinda

          just gettin ready for that right

          now.

                       JOE

          Let Nice Guy set you up at Long

          Beach.  Give ya some cash, get

          that Koons fuck off your back, and

          we'll be talking to ya.

                       EDDIE

          Daddy, I got an idea.  Now just

          hear it out.  I know you don't

          like to use any of the boys on

          these jobs, but technically, Vic

          ain't one of the boys.  He's been

          gone for four years.  He ain't on

          no one's list.  Ya know he can

          handle himself, ya know you can

          trust him.

Joe looks at Vic.

Vic has no idea what they're talking about.

                       JOE

          How would you feel about pullin a

          heist with about five other guys?

                       VIC

          What's the exposure like?

                       JOE

          Two minutes, tops.  It's a tough

          two minutes.  It's a hold up,

          daylight, during business hours,

          dealing with a crowd.  But you

          have the fellas to deal with the

          crowd.  It's a jewelry store.

          They're getting a big shipment of

          South African diamonds on a

          certain day.  They're like a way

          station.  It's gonna get picked up

          the next day and sent to Hamburg.

          When you walk through the door,

          you'll know right where to go for

          the rich stones.

          The fellas are good, me and Nice

          Guy picked em.  Nobody knows

          anybody else.  Nobody's connected.

          I don't use connected guys for

          this shit.

                       VIC

          What's the cut?

                       JOE

          Juicy, man, real juicy.

Toothpick Vic smiles.

So does Nice Guy Eddie.

                                                 CUT TO:

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

Nice Guy Eddie is driving to the rendezvous talking on his

portable car phone.  The sounds of the seventies are

coming out of his car radio in the form of "Love Goes

Where My Rosemary Goes" by Edison Lighthouse.

                       EDDIE

                  (into phone)

          Hey Dov, we got a major situation

          here.

                  (pause)

          I know you know that.  I gotta

          talk with daddy and find out what

          he wants done.

FLASH ON

16     INT. WAREHOUSE - DAY

The Cop is standing in the warehouse with his hands cuffed

behind his back.  Mr. White, Mr. Pink and Mr. Blonde

surround him and proceed to beat the shit out of him.

"Love Grows .." PLAYS over the soundtrack.

17     BACK TO NICE GUY EDDIE

                       EDDIE

                  (into phone)

          All I know is what Vic told me.

          He said the place turned into a

          fuckin bullet festival.  He took a

          cop as hostage, just to get the

          fuck out of there.

FLASH ON

18     WAREHOUSE

The three men are stomping the cop into the ground.

19     BACK TO EDDIE

                       EDDIE

                  (into phone)

          Do I sound like I'm jokin?  He's

          fuckin driving around with the cop

          in his trunk.

                  (pause)

          I don't know who did that.  I

          don't know who has the loot, if

          anybody has the loot.  Who's dead,

          who's alive, who's caught, who's

          not...

          I will know, I'm practically

          there.  But what do I tell these

          guys about daddy?

                  (pause)

          You sure that's what he said?

                  (pause)

          Okay, that's what I'll tell em.

                                                 CUT TO:

20     EXT.  WAREHOUSE - DAY

Three cars belonging to the other guys are parked outside

the warehouse.

Eddie drives his car up to the warehouse.  He gets out of

the car, looks at the other cars parked outside.

                       EDDIE

                  (to himself)

          Fucking assholes.

Eddie makes a beeline for the front door, BANGS it open,

and steps inside the warehouse.

21     INT. WAREHOUSE - DAY

The robbers have the cop tied to a chair and are still

WAILING on him.

Nice Guy Eddie walks in and everybody jumps.

                       EDDIE

          What in Sam Hill is goin on?

Mr. Pink and Mr. White speak together.

             MR. PINK                      MR. WHITE

   Hey, Nice Guy, we got a     You're askin what's goin

   cop.                        on?  Where the fuck is

                               Joe?

Nice Guy sees Mr. Orange.

                       EDDIE

          Holy shit, this guy's all fucked

          up!

                       MR. WHITE

          No shit, he's gonna fuckin die on

          us if we don't get him taken care

          of.

                       MR. PINK

          We were set up, the cops were

          waiting for us.

                       EDDIE

          What?  Nobody set anybody up.

                       MR. PINK

          The cops were there waitin for us!

                       EDDIE

          Bullshit.

                       MR. PINK

          Hey, fuck you man, you weren't

          there, we were.  And I'm tellin

          ya, the cops had that store staked

          out.

                       EDDIE

          Okay, Mr. Detective, who did it?

                       MR. PINK

          What the fuck d'you think we've

          been askin each other?

                       EDDIE

          And what are your answers?  Was it

          me?  You think I set you up?

                       MR. PINK

          I don't know, but somebody did.

                       EDDIE

          Nobody did.  You assholes turn the

          jewelry store into a wild west

          show, and you wonder why cops show

          up.

                       MR. BLONDE

          Where's Joseph?

                       EDDIE

          I ain't talked to him.  I talked

          to Dov.  Dov said he's comin out

          here, and he's fucking pissed.

                       MR. PINK

                  (to Mr. White)

          I told ya he'd be pissed.

                       MR. WHITE

                  (pointing to Mr.

                   Orange)

          What are you gonna do about him?

                       EDDIE

          Jesus Christ, give me a fuckin

          chance to breathe.  I got a few

          questions of my own, ya know.

                       MR. WHITE

          You ain't dying, he is.

                       EDDIE

          I'll call somebody.

                       MR. WHITE

          Who?

                       EDDIE

          A snake charmer, what the fuck

          d'you think.  I'll call a doctor,

          take care of him, fix 'm right up.

          No, where's Mr. Brown and Mr.

          Blue?

                       MR. PINK

          Brown's dead, we don't know about

          Blue.

                       EDDIE

          Nobody saw what happened to Mr.

          Blue?

                       MR. BLONDE

          Well, he's either dead or he's

          alive or the cops got him or they

          don't.

DOLLY to MEDIUM on the cop.

                       EDDIE (OS)

          I take it this is the bastard you

          told me about.

                  (referring to the

                   cop)

          Why the hell are you beating on

          him?

                       MR. PINK

          So he'll tell us who the fuck set

          us up.

                       EDDIE

          Would you stop it with that shit!

          You beat on this prick enough,

          he'll tell ya he started the

          Chicago fire.  That don't

          necessarily make it so.  Okay,

          first things fucking last, where's

          the shit?  Please tell me somebody

          brought something

          with them.

                       MR. PINK

          I got a bag.  I stashed it till I

          could be sure this place wasn't a

          police station.

                       EDDIE

          Well, let's go get it.  We also

          gotta get rid of all those cars.

          It looks like Sam's hot car lot

          outside.

                  (pointing to Mr.

                   Blonde)

          You stay here and babysit Orange

          and the cop.

                  (referring to Mr.

                   Pink and Mr. White)

          You two take a car each, I'll

          follow ya.  You ditch it, I'll

          pick you up, then we'll pick up

          the stones.  And while I'm

          following you, I'll arrange for

          some sort of a doctor for our

          friend.

                       MR. WHITE

          We can't leave these guys with

          him.

Meaning Mr. Blonde.

                       EDDIE

          Why not?

Mr. White crosses to Mr. Blonde.

                       MR. WHITE

          Because this guy's a fucking

          psycho.  And if you think

          Joe's pissed at us, that

          ain't nothing compared to how

          pissed off I am at him, for puttin

          me in the same room as this

          bastard.

                       MR. BLONDE

                  (to Eddie)

          You see what I been puttin up

          with?  As soon as I walk through

          the door I'm hit with this shit.

          I tell 'm what you told me about

          us stayin put and Mr. White whips

          out his gun, sticks it in my face,

          and starts screaming "You

          motherfucker, I'm gonna blow you

          away, blah, blah, blah."

                       MR. WHITE

          He's the reason the place turned

          into a shooting gallery.

                  (to Mr. Pink)

          What are you, a silent partner?

          Fuckin tell him.

                       MR. PINK

          He seems all right now, but he

          went crazy in the store.

                       MR. WHITE

          This is what he was doin.

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

store.

                       MR. BLONDE

          I told 'em not to touch the alarm.

          They touched it.  I blew 'em full

          of holes.  If they hadn't done

          what I told 'em not it, they'd

          still be alive.

                       MR. WHITE

          That's your excuse for going on a

          kill crazy rampage?

                       MR. BLONDE

          I don't like alarms.

                       EDDIE

          What does it matter who stays with

          the cop?  We ain't lettin him go.

          Not after he's seen everybody.

          You should've never took him outta

          your trunk in the first place.

                       MR. PINK

          We were trying to find out what he

          knew about the set up.

                       EDDIE

          There is no fuckin set up!

                  (Eddie takes charge)

          Look, this is the news.  Blondie,

          you stay here and take care of

          them two.  White and Pink come

          with me, 'cuz if Joe gets here and

          sees all those fucking cars

          parked out front, he's going to be

          as mad at me as he is at you.

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

talking amongst themselves.

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

Mr. Blonde closes the door after them.  He then slowly

turns his head towards the cop.

                       MR. BLONDE

          Alone at last.



C.U. COP'S FACE.

                       MR. BLONDE (OS)

          Now where were we?

                       COP

          I told you I don't know anything

          about any fucking set up.  I've

          only been on the force eight

          months, nobody tells me anything!

          I don't know anything!  You can

          torture me if you want--

                       MR. BLONDE (OS)

          --Thanks, don't mind if I do.

                       COP

          Your boss even said there wasn't a

          set up.

                       MR. BLONDE (OS)

          First off, I don't have a boss.

          Are you clear about that?

He SLAPS the cop's face.

                       MR. BLONDE (OS)

          I asked you a question.  Are you

          clear about that?

                       COP

          Yes.

                       MR. BLONDE (OS)

          Now I'm not gonna bullshit you.  I

          don't really care about what you

          know or don't know.  I'm gonna

          torture you for awhile regardless.

          Not to get information, but

          because torturing a cop amuses me.

          There's nothing you can say,

          there's nothing you can do.

          Except pray for death.

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

COP'S POV

Mr. Blonde walks away from the cop.

                       MR. BLONDE

          Let's see what's on K-BILLY'S

          "super sounds of the seventies"

          weekend.

He turns on the radio.

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

over the speaker.

NOTE: This entire sequence is timed to the music.

Mr. Blonde slowly walks toward the cop.

He opens a large knife.

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

in it.

Mr. Blonde just stares into the cop's/our face, holding

the knife, singing along with the song.

Then, like a cobra, he LASHES out.

A SLASH across the face.

The cop/camera moves around wildly.

Mr. Blonde just stares into the cop's/our face, singing

along with the seventies hit.

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

The cop/camera moves around wildly.

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

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

of the way.

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

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

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

of gasoline.

He walks back inside the warehouse...

24     INT. WAREHOUSE - DAY

...carrying the can of gas.

Mr. Blonde POURS the gasoline all over the cop, who's

BEGGING him not to do this.

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

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

                       MR. BLONDE

          "Clowns to the left of me,

          Jokers to the right.  Here I am,

          stuck in the middle with you."

He moves the match up to the cop...

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

The HANDHELD camera WHIPS to the right and we see the

bloody Mr. Orange FIRING his gun.

We cut back and forth between Mr. Blonde taking BULLET

HITS and Mr. Orange emptying his weapon.

Mr. Blonde FALLS down dead.

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

trail behind him.

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

                       MR. ORANGE

                  (feebly)

          What's your name?

                       COP

          Jeffrey.

                       MR. ORANGE

          Jeffrey what?

                       COP

          Jeffrey Andrews.

                       MR. ORANGE

          Listen to me, Jeffrey

          Andrews.  I'm a cop.

                       JEFFREY

          I know.

                       MR. ORANGE

                  (surprised)

          You do?

                       JEFFREY

          Your name's Freddy something.

                       MR. ORANGE

          Freddy Newendyke.

                       JEFFREY

          Frankie Ferchetti introduced us

          once, about five months ago.

                       MR. ORANGE

          Shit.  I don't remember that at

          all.

                       JEFFREY

          I do.

                  (pause)

          How do I look?

The gun-shot Mr. Orange looks at the kid's GASHED face and

the hole in the side of his head where his ear used to be.

                       MR. ORANGE

          I don't know what to tell you

          Jeffrey.

Jeffrey starts to weep.

                       JEFFREY

          That fucking bastard!  That

          fucking sick fucking bastard!

                       MR. ORANGE

          Jeffrey, I need you to hold on.

          There's officers positioned and

          waiting to move in a block away.

                       JEFFREY

                  (screaming)

          What the fuck are they waiting

          for?  That motherfucker cut off my

          ear!  He slashed my face!  I'm

          deformed!

                       MR. ORANGE

          And I'm dying.  They don't know

          that.  All they know is they're

          not to make a move until Joe Cabot

          shows up.  I was sent undercover

          to get Cabot.  You heard 'em, they

          said he's on his way.  Don't pussy

          out on me now, Jeffrey.  We're

          just gonna sit here and bleed

          until Joe

          Cabot sticks his fuckin head

          through that door.

                                                 CUT TO:

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

25     INT.  DENNY'S - NIGHT

A tough-looking black man named HOLDAWAY, who sports a

Malcom X beard, a green Chairman Mao cap with a red star

on it, and a military flack jacket, digs into a Denny

bacon, cheese and avocado burger.  He sits in a booth all

alone.  He's waiting for somebody.  As he waits, he

practically empties an entire bottle of ketchup on his

french fries, not by mistake either--that's just how he

likes it.

We see Mr. Orange, now known as FREDDY NEWENDYKE, wearing

a high school letterman jacket, enter the coffee shop,

spot Holdaway, and head his way.  Holdaway sees Freddy bop

towards him with a wide-ass alligator grin plastered

across his face.

CAMERA DOLLIES FAST down AISLE to MEDIUM SHOT of Holdaway.

We fear Freddy OFF SCREEN.

                       FREDDY (O.S.)

          Say "hello" to a motherfucker

          who's inside.  Cabot's doing a job

          and take a big fat guess who he

          wants on the team?

                       HOLDAWAY

          This better not be some Freddy

          joke.

LOW ANGLE

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

                       FREDDY

          It ain't no joke, I'm in there.

          I'm up his ass.

CU ON HOLDAWAY

Holdaway just looks at his pupil for a moment, then

smiles.

                       HOLDAWAY

          Congratulations.

26     EXT.  DENNY'S - NIGHT

We see through the window of the restaurant Freddy slide

into the booth across from Holdaway.  Freddy's doing a lot

of talking, but we can't hear what they're saying.

27     INT.  DENNY'S - NIGHT

FREEZE FRAME ON HOLDAWAY

We are frozen on a MEDIUM CU of Holdaway listening to

Freddy.  We HEAR RESTAURANT NOISE and Freddy OFF SCREEN.

                       FREDDY (O.S.)

          Nice Guy Eddie tells me Joe wants

          to meet me.  He says I should just

          hang around my apartment and wait

          for a phone call.  Well after

          waiting three goddamn days by the

          fuckin phone, he calls me last

          night and says Joe's ready, and

          he'll pick me up in fifteen

          minutes.

The freeze frame ENDS.  Holdaway comes suddenly up to

speed and says:

                       HOLDAWAY

          Woo all picked you up?

From here to end we cut back and forth.

                       FREDDY

          Nice Guy.  When we got to the

          bar...

                       HOLDAWAY

          ...What bar?

                       FREDDY

          The Boots and Socks in Gardena.

          When we got there, I met Joe and a

          guy named Mr. White.  It's a phony

          name.  My name's Mr. Orange.

                       HOLDAWAY

          You ever seen this motherfucker

          before?

                       FREDDY

          Who, Mr. White?

                       HOLDAWAY

          Yeah.

                       FREDDY

          No, he ain't familiar.  He ain't

          one of Cabot's soldiers either.

          He's gotta be from outta town.

          But Joe knows him real well.

                       HOLDAWAY

          How can you tell?

                       FREDDY

          The way they talk to each other.

          You can tell they're buddies.

                       HOLDAWAY

          Did the two of you talk?

                       FREDDY

          Me and Mr. White?

                       HOLDAWAY

          Yeah.

                       FREDDY

          A little.

                       HOLDAWAY

          What about?

                       FREDDY

          The Brewers.

                       HOLDAWAY

          The Milwaukee Brewers?

                       FREDDY

          Yeah.  They had just won the night

          before, and he made a killing off

          'em.

                       HOLDAWAY

          Well, if this crook's a Brewers

          fan, his ass has gotta be from

          Wisconsin.  And I'll bet you

          everything from a diddle-eyed Joe

          to a damned-if-I-know, that in

          Milwaukee they got a sheet on this

          Mr. White motherfucker's ass.  I

          want you to go through the mugs of

          guys from old Milwaukee with a

          history of armed robbery, and put

          a name to that face.

Holdaway takes a big bite out of his burger.

                       HOLDAWAY

                  (with his mouth full)

          What kinds questions did Cabot

          ask?

                       FREDDY

          Where I was from, who I knew, how

          I knew Nice Guy, had I done time,

          shit like that.

Holdaway's talked enough, he's eating his burger now.  He

motions for Freddy to elaborate.

                       FREDDY

          He asked me if I ever done armed

          robbery before.  I read him my

          credits.  I robbed a few gas and

          sips, sold some weed, told him

          recently I held the shotgun while

          me and another guy pulled down a

          poker game in Portland.

CAMERA MOVES from a MEDIUM on Freddy to a CU.

                       HOLDAWAY (O.S.)

          Didja use the commode story?

                       FREDDY

          Fuckin-A.  I tell it real good,

          too.

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

Freddy and Holdaway at one of their many rendezvous.

Holdaway wears an extra large Lakers sweatshirt.  Freddy

sits on one of the sinks, wearing his high school jacket,

looking at pieces of paper stapled together.

                       FREDDY

          What's this?

                       HOLDAWAY

          It's a scene.  Memorize it.

                       FREDDY

          What?

                       HOLDAWAY

          A undercover cop has got to be

          Marlon Brando.  To do this job you

          got to be a great actor.  You got

          to be naturalistic.  You got to be

          naturalistic as hell.  If you

          ain't a great actor you're a bad

          actor, and bad acting is bull shit

          in this job.

                       FREDDY

                  (referring to the

                   papers)

          But what is this?

                       HOLDAWAY

          It's a amusing anecdote about a

          drug deal.

                       FREDDY

          What?

                       HOLDAWAY

          Something funny that happened to

          you while you were doing a job.

                       FREDDY

          I gotta memorize all this shit?

                       HOLDAWAY

          It's like a joke.  You remember

          what's important, and the rest you

          make your own.  The only way to

          make it your own is to keep sayin

          it, and sayin it, and sayin it,

          and sayin it, and sayin it.

                       FREDDY

          I can do that.

                       HOLDAWAY

          The things you gotta remember are

          the details.  It's the details

          that sell your story.  Now this

          story takes place in this men's

          room.  So you gotta know the

          details about this men's room.

          You gotta know they got a blower

          instead of a towel to dry your

          hands.  You gotta know the stalls

          ain't got no doors.  You gotta

          know whether they got liquid or

          powdered soap, whether they got

          hot water or not, 'cause if you do

          your job when you tell your story,

          everybody should believe it.  And

          if you tell your story to somebody

          who's actually taken a piss in

          this men's room, and you get one

          detail they remember right,

          they'll swear by you.

29     INT.  FREDDY'S APARTMENT - DAY

Freddy paces back and forth, in and out of frame,

rehearsing the anecdote.  He's reading it pretty good, but

he's still reading it from the page, and every once in a

while he stumbles over his words.

                       FREDDY

          ...this was during the Los Angeles

          marijuana drought of '86.  I still

          had a connection.  Which was

          insane, 'cause you couldn't get

          weed anyfuckinwhere then.  Anyway,

          I had a connection with this

          hippie chick up in Santa Cruz.

          All and my friends knew it.  And

          they'd give me a call and say,

          "Hey, Freddy, you buyin some, you

          think you could buy me some too?"

          They knew I smoked, so they'd ask

          me to buy a little for them when I

          was buyin.  But it got to be

          everytime I bought some weed, I

          was buyin for four or five

          different people.  Finally I said,

          "Fuck this shit."  I'm makin this

          bitch rich.  She didn't have to do

          jack shit, she never even had to

          meet these people.  I was fuckin

          doin all the work.  So I got

          together with her and told her,

          "Hey, I'm sick of this shit.  I'm

          comin through for everybody, and

          nobody's comin through for me.

          So, either I'm gonna tell all my

          friends to find their own source,

          or you give me a bunch of weed,

          I'll sell it to them, give you the

          money, minus ten percent, and I

          get my pot for free."  So, I did

          if for awhile...

Freddy exits frame

                                                 CUT TO:

30     EXT.  PARKING LOT - DAY

Another empty frame, except obviously outside.  Freddy

enters frame from the same direction he exited in the

previous scene, finishing his sentence.  When we move to a

wider shot we see Freddy performing his monolog to

Holdaway in a parking lot.  Holdaway sits on the hood of

his beat-up car.  Freddy paces back and forth as he

performs his story.

                       FREDDY

          ...but then that got to be a pain

          in the ass.  People called me on

          the phone all the fuckin time.  I

          couldn't rent a fuckin tape

          without six phone calls

          interrupting me.  "Hey, Freddy,

          when's the next time you're gettin

          some?"  "Motherfucker, I'm tryin

          to watch 'Lost Boys'-- when I have

          some, I'll let you know."  And

          then these rinky-dink pot heads

          come by--there's my friends and

          everything, but still.  I got all

          my shit laid out in sixty dollar

          bags.  Well, they don't want sixty

          dollars worth.  They want ten

          dollars worth.  Breaking it up is

          a major fuckin pain in the ass.  I

          don't even know how much ten

          dollars worth is.  "Well, fuck,

          man, I don't want that much

          around.  If I have that much

          around I'll smoke it."  "Hey, if

          you guys can't control your

          smokin, that's not my problem.

          You motherfuckers been smokin for

          five years, be a adult about it."

          Finally I just told my connection,

          count me out.  But as it turns

          out, I'm the best guy she had, and

          she depended alot on my business.

          But I was still sick to death of

          it.  And she's trying to talk me

          into not quitin.

          Now this was a very weird

          situation, 'cause I don't know if

          you remember back in '86, there

          was a major fuckin drought.

          Nobody and anything.  People were

          livin on resin and smokin the wood

          in their pipes for months.  And

          this chick had a bunch, and was

          beggin me to sell it.  So I told

          her I wasn't gonna be Joe the Pot

          Man anymore.  But I would take a

          little bit and sell it to my

          close, close, close friends.  She

          agreed to that, and said we'd keep

          the same arrangement as before,

          ten percent and free pot for me,

          as long as I helped her out that

          weekend.  She had a brick of weed

          she was sellin, and she didn't

          want to go to the buy alone...

                                                 CUT TO:

31     INT.  BOOTS AND SOCKS BAR - NIGHT

Freddy, Joe, Nice Guy Eddie and Mr. White all sit around a

table in a red-lighted smokey bar.  Freddy continues his

story.  The crooks are enjoying the hell out of it.

                       FREDDY

          ...Her brother usually goes with

          her, but he's in county

          unexpectedly.

                       MR. WHITE

          What for?

                       FREDDY

          Traffic tickets gone to warrant.

          They stopped him for something,

          found the warrants on 'im, took

          'im to jail.  She doesn't want to

          walk around alone with all that

          weed.  Well, I don't wanna do

          this, I have a bad feeling about

          it, but she keeps askin me, keeps

          askin me, finally I said okay

          'cause I'm sick of listening to

          it.  Well, we're picking this guy

          up at the train station.

                       JOE

          You're picking the buyer up at the

          train station?  You're carrying

          the weed on you?

                       FREDDY

          Yeah, the guy needed it right

          away.  Don't ask me why.  So we

          get to the train station, and

          we're waitin for the guy.  Now I'm

          carrying the weed in one of those

          carry-on bags, and I gotta take a

          piss.  So I tell the connection

          I'll be right back, I'm goin' to

          the little boys room...

                                                 CUT TO:

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

MEDIUM ON FREDDY

He walks through the door with a carry-on bag over his

shoulder.  Once he's inside, he stops in his tracks.  We

move into a CU.

                       FREDDY (V.O.)

          ...So I walk into the men's room,

          and who's standing there?

FREEZE FRAME

on Freddy standing in front of six Los Angeles County

Sheriffs and one German Shepherd.  All of their eyes are

on Freddy.  Everyone is frozen.

                       FREDDY (V.O.)

          ...six Los Angeles County Sheriffs

          and a German Shepherd.

                       NICE GUY EDDIE (V.O.)

          They were waiting for you?

                       FREDDY (V.O.)

          No.  They were just a bunch of

          cops hangin out in the men's room,

          talkin.  When I walked through the

          door they all stopped what they

          were talking about and looked at

          me.

33     BACK TO BAR

ECU MR. WHITE

                       MR. WHITE

          That's hard, man.  That's a fuckin

          hard situation.

34     BACK TO MEN'S ROOM

ECU GERMAN SHEPHERD

barking his head off.

                       FREDDY (V.O.)

          The German Shepherd starts

          barkin'.  He's barkin' at me.  I

          mean it's obvious he's barkin' at

          me.

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

hear the dog barking.

                       FREDDY (V.O.)

          Every nerve ending, all of my

          senses, the blood in my veins,

          everything I has was screaming,

          "Take off, man, just take off, get

          the fuck outta there!"  Panic hit

          me like a bucket of water.  First

          there was the shock of it--BAM,

          right in the face!  Then I'm just

          standin there drenched in panic.

SLOW MOTION

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

                       FREDDY (V.O.)

          And all those sheriffs are lookin

          at me and they know. They can

          smell it.  As sure as that fuckin

          dog cam, they can smell it on me.

FREEZE FRAME

Back to the same freeze frame shot of Freddy standing in

front of the sheriffs.  It suddenly jerks to life, and

moves to speed.  The dog is barking.  Freddy moves to his

right, out of frame.  We stay on the sheriffs.  One

sheriff yells at the dog.

                       SHERIFF #1

          Shut up!

The dog quiets down.  Sheriff #2 continues with his story.

A couple of the sheriffs look over at Freddy off screen,

but as Sheriff #2 talks, turn their attention to him.

                       SHERIFF #2

          So my gun's drawn, right?  I got

          it aimed right at him.  I tell

          'em, "Freeze, don't fuckin move."

          And the little idiot's lookin at

          me, nodding his head "Yes," sayin

          "I know...I know...I know."

          Meanwhile his right hand is

          creepin towards his glove box.  So

          I scream at him, "Asshole, you

          better fuckin freeze right now!"

          And he's still lookin right at me,

          saying

          "I know...I know...I know."  And

          his right hand's still going for

          the glove box.

The CAMERA PANS away from the sheriffs to Freddy, up

against the urinal, playing possum, pretending to piss.

                       SHERIFF #2 (O.S.)

          I tell 'im, "Buddy, I'm gonna

          shoot you in the face right now if

          you don't put your hands on the

          fuckin dash."  And the guy's

          girlfriend, a real sexy Oriental

          bitch, starts screamin at him,

          "Chuck, are you out of your mind?

          Put your hands on the dash like

          the officer said."  And then like

          nothing, the guy snaps out of it

          and casually puts his hands on the

          dash.

Freddy finishes his playing possum piss, and walks past

the sheriffs over to the sink.  The CAMERA PANS with him.

A sheriff is sitting on a sink.  He looks down and watches

Freddy wash his hands.

                       SHERIFF #1

          What was he goin for?

                       SHERIFF #2

          His registration.  Stupid fuckin

          citizen, doesn't have the

          slightest idea how close he came

          to gettin shot.

Freddy finishes washing his hands.  He goes to dry them,

but there's only those hand drying machines.  Freddy turns

on the drying machine.  He can't hear anything the

sheriffs say now.  The sound of the machine dominates the

sound track.

These following shots are SLOW MOTION.

CU OF FREDDY

CU of his HANDS, rubbing each other getting blown dry

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

the machine.

CU OF MACHINE

MEDIUM OF SHERIFF ON SINK, smoking a cigarette, glancing

over at Freddy.

CU OF GERMAN SHEPHERD

Machine turns off.

                                                 CUT TO:

35     INT. OFFICE - DAY

CU MUG SHOT OF MR. WHITE

                       FREDDY (OS)

          That's him, that's Mr. White.

FULL SCENE

An office upstairs in the undercover division of the

police station.

TWO SHOT OF FREDDY AND HOLDAWAY

look at mug shot.

                       HOLDAWAY

          Lawrence Dimick.  Let's see what

          we got on him.

CU OF COMPUTER SCREEN

the name DIMICK, LAWRENCE is typed in.

C.U. ENTER BUTTON IS PRESSED

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

                       JODIE

          This is your life, Lawrence

          Dimick!

C.U. OF COMPUTER PRINTER

printing out sheet.  The noise of the printer plays loud

over the soundtrack. Jodie's hand comes into FRAME and

tears sheet from the printer.

                                                 CUT TO:

36     INT. HOLDAWAY'S OFFICE - DAY

Holdaway sits behind his desk.  Freddy sits on the edge of

the desk eating a Double-Double with cheese.  They look

into the CAMERA.

We hear Jodie's voice OFFSCREEN.

                       JODIE (OS)

          Lawrence "Larry" Dimick.  Also

          known as Lawrence Jacobs and Alvin

          "Al" Jacobs.  This guy is Mr. Joe-

          Armed-Robbery.  He's

          a pro and he makes it a habit not

          to get caught.

MEDIUM SHOT OF JODIE

DOLLY slowly into C.U.

                       JODIE

          He's only been convicted twice,

          which is pretty good for somebody

          living a life of crime.  Once for

          armed robbery, when he was twenty-

          one, in Milwaukee.

C.U. FREDDY

                       FREDDY

          What was it?

JODIE

                       JODIE

          Payroll office at a lumber yard.

          First offense - he got eighteen

          months.  He didn't get busted

          again until he was thirty-two.

          And then it was a backdoor bust.

          A routine vice squad roust.  They

          roust this bar, out buddy Lawrence

          is in there knocking down a few.

          He gets picked up.  He's wearing

          on his person an outlaw .45

          automatic, apparently his weapon

          of choice.  Also, on his finger is

          a diamond ring from a jewelry

          store robbery a year earlier.  He

          got two years back inside for

          that.

TWO SHOT OF HOLDAWAY AND FREDDY

Freddy winces.

                       FREDDY

          Goddamn, that's hard time.

JODIE

                       JODIE

          So far, it's the only time he's

          ever done.

CU HOLDAWAY

                       HOLDAWAY

          Was this vice squad bullshit in

          Milwaukee?

JODIE

                       JODIE

          No.  The vice squad roust was in

          L.A.  He's been in Los Angeles

          since '77.

DOLLY BEHIND HOLDAWAY'S DESK

from left to right.

                       FREDDY

          When did he do this time?

                       JODIE

          Back in '83, got out late '86.  I

          found something else out I think

          you two should be aware of.

          About a year and a half ago, up in

          Sacramento, an undercover cop,

          John Dolenz, worked his way into a

          bank job.  Apparently before the

          job they found out he was a cop.

          Now picture this:  It's Dolenz's

          birthday, a bunch of cops are

          waiting in his apartment for a

          surprise party.  The door opens,

          everyone yells "Surprise!", and

          standing in the doorway is Dolenz

          and this other guy sticking a gun

          in Dolenz's ribs.  Before anybody

          knows what's going on, this

          stranger shoots Dolenz dead and

          starts firing two .45 automatics

          into the crowd.

                       HOLDAWAY

          What happened?

The DOLLY moves behind Jodie.

                       JODIE

          It was a mess.  Cops got hit,

          wives got hit, girlfriends got

          hit, his dog got hit.  People got

          glass in their faces.  Three were

          killed, six were wounded.

                       FREDDY

          They couldn't pin the killing on

          one of the bank robbers?

                       JODIE

          They tried, but they didn't have a

          positive I.D. and all those guys

          had alibis.  Besides, we really

          didn't have anything on them.  We

          had the testimony of a dead man

          that they were talking

          about committing a robbery.  They

          never went ahead with the bank

          job.

The DOLLY completes its circle.

                       FREDDY

          And Larry Dimick was one of the

          boys?

                       JODIE

          He was probably the one.

ON HOLDAWAY

                       HOLDAWAY

          Just how sure are you with your

          cover?

PAN to C.U. on Freddy.

                       FREDDY

          Today they may know something,

          tomorrow they may know something

          else.  But yesterday they didn't

          know anything.

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

                       FREDDY (OS)

          What's the next step?

                       HOLDAWAY (OS)

          Do what they told ya.  Sit in your

          apartment and wait for 'em to call

          you.  We'll have guys posted

          outside who'll follow you when

          they pick you up.

35     INT.  FREDDY'S APARTMENT - DAY

C.U. TELEPHONE

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

his face.

                       FREDDY

          Hello.

                       NICE GUY EDDIE (OS)

                  (through phone)

          It's time.  Grab your jacket--

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

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

                       EDDIE

          --We're parked outside.

                       FREDDY (OS)

                  (through phone)

          I'll be right down.

We hear the CLICK of Freddy hanging up through the phone.

Nice Guy places the receiver back in its cradle.

                       EDDIE

          He'll be right down.

39     INT. FREDDY'S APARTMENT - DAY

The CAMERA follows Freddy as he hops around the

apartment getting everything he needs.  He puts on

his jacket and slips on some sneakers.

DOLLY fast toward the front door knob.  Freddy's hand

comes into FRAME, grabs the knob, then lets go.  We MOVE

UP to his face.

Fear.

                       FREDDY

                  (to himself)

          Don't pussy out on me now.  They

          don't know.  They don't know shit.

                  (pause)

          You're not gonna get hurt.  You're

          fucking Baretta and they believe

          every word, cuz

          you're super cool.

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

close OFF SCREEN.

40     EXT. FREDDY'S APARTMENT - DAY

COPS' POV

From inside an unmarked car across the street, the TWO

COPS watching Freddy see him walk out of his building and

up to Eddie's parked car.

                       COP #1 (OS)

          There goes our boy.

                       COP #2 (OS)

          I swear, a guy has to have rocks

          in his head the size of Gibraltar

          to work undercover.

                       COP #1 (OS)

          Do you want one of these?

                       COP #2 (OS)

          Yeah, gimme the bear claw.

Freddy gets into the car and it pulls into traffic.

Cop #1 starts the engine and follows.

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

Nice Guy Eddie is behind the wheel.  Mr. Pink is

in the passenger seat.  Freddy and Mr. White are in the

backseat together.

                       MR. PINK

          ...Hey, I know what I'm talkin

          about, black women ain't the same

          as white women.

                       MR. WHITE

                  (sarcastically)

          There's a slight difference.

The car laughs.

                       MR. PINK

          Go ahead and laugh, you know what

          I mean.  What a while bitch will

          put up with, a black bitch won't

          put up with for a minute.  They

          got a line, and if you cross it,

          they fuck you up.

                       EDDIE

          I gotta go along with Mr. Pink on

          this.  I've seen it happen.

                       MR. WHITE

          Okay, Mr. Expert. If this is such

          a truism, how come every nigger I

          know treats his woman like a piece

          of shit?

                       MR. PINK

          I'll make you a bet that those

          same damn niggers who were showin

          their ass in public, when their

          bitches get 'em home, they chill

          the fuck out.

                       MR. WHITE

          Not these guys.

                       MR. PINK

          Yeah, those guys too.

                       EDDIE

          Let me tell you guys a story.  In

          one of daddy's clubs there was

          this black cocktail waitress named

          Elois.

                       MR. WHITE

          Elois?

                       EDDIE

          Yeah, Elois. E and Lois.  We

          called her Lady E.

                       MR. WHITE

          Where was she from, Compton?

                       EDDIE

          No.  She was from Ladora Heights.

                       MR. PINK

          The black Beverly Hills.  I knew

          this lady from Ladora Heights

          once.

                  (in a stuck up black

                   female voice)

          "Hi, I'm from Ladora Heights, it's

          the black Beverly Hills."

                       EDDIE

          It's not the black Beverly Hills,

          it's the black Palos Verdes.

          Anyway, this chick, Elois, was a

          man-eater-upper.  I bet every guy

          who's ever met her has jacked off

          to her at least once.  You know

          who she looked like?  Christie

          Love.  'Member that TV show "Get

          Christie Love"?  She was a black

          female cop.  She always used to

          say "You're under arrest, sugar."

                       MR. PINK

          I was in the sixth grade when that

          show was on.  I totally dug it.

          What the fuck was the name of the

          chick who played Christie

          Love?

                       EDDIE

          Pam Grier.

                       MR. PINK

          No, it wasn't Pan Grier, Pan Grier

          was the other one.  Pan Grier made

          the movies.  Christie Love was

          like a Pam Grier TV show, without

          Pam Grier.

                       MR. PINK

          What the fuck was that chick's

          name?  Oh this is just great, I'm

          totally fuckin tortured now.

                       EDDIE

          Well, whoever she was, Elois

          looked like her.  So one night I

          walk into the club, and no Elois.

          Now the bartender was a wetback,

          he was a friend of mine, his name

          was Carlos.

          So I asked him "Hey, Carlos,

          where's Lady E tonight?"  Well

          apparently Lady E was married to

          this real piece of dog shit.  I

          mean a real animal.  And

          apparently he would so things to

          her.

                       FREDDY

          Do things?  What would he do?  You

          mean like beat her up?

                       EDDIE

          Nobody knows for sure what he did.

          We just know he did something.

          Anyway, Elois plays it real cool.

          And waits for the next time this

          bag of shit gets drunk.  So one

          night the guy gets drunk and

          passes out on the couch.  So while

          the guy's

          inebriated, she strips him naked.

          Then she takes some crazy glue and

          glues his dick to his belly.

The car reacts to how horrible that would be.

                       EDDIE

          I'm dead fuckin serious.  She put

          some on his dick and some on his

          belly, then stuck 'em together.

          The paramedics had to come and cut

          it loose.

The car reacts badly.

                       MR. WHITE

          Jesus Christ!

                       FREDDY

          You can do some crazy things with

          it.

                       EDDIE

          I don't know what he did to her,

          but she got even.

                       MR. WHITE

          Was he all pissed off?

                       MR. PINK

          How would you feel if you had to

          do a handstand every time you took

          a piss.

The car laughs.

42     EXT. WAREHOUSE - DAY

Nice Guy Eddie pulls up outside the warehouse.

The four men climb out of the car and follow Eddie inside.

43     INT. WAREHOUSE - DAY

The four men enter the building.

At the other end of the warehouse, sitting in chairs, are

Mr. Blonde, Mr. Brown, Mr. Blue and Joe Cabot.

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

                       JOE

                  (to everybody)

          ...So they're talkin about how

          they get their wives off, and the

          French guys says:

                 (in a bad French

                  accent)

          "All I gotta do is take my pinky

          and tickle my Fifi's little oo la

          la  and she rises a foot off the

          bed."

Back to Joe.

          So the dago says:

CU ON JOE

                       JOE

                   (in a good Brooklyn

                    accent)

          "That's nothin.  When I take the

          tip of my tongue and wiggle it

          against my Mary Louise's little

          fun pimple, she rises two feet off

          da bed."  Then our friend from

          Poland says:

                  (in dumb voice)

          "You guys ain't no cocksmen. When

          I get through fuckin my Sophie, I

          wipe my dick on the curtains and

          you know what?  She hits the

          roof!"

Joe laughs like a crazy man.

                       JOE

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

We hear a lot of laughing OFF SCREEN.

                       JOE

          Ain't that a masterpiece?  Stupid

          fuckin Polack, wipes his dick on

          the drapes.

Joe's eyes greet the new arrivals.

                       JOE

          You're here, great!

Joe EXITS C.U.

We now have everybody from the Uncle Bob's Pancake House

scene together again.  Some sit on folding chairs, some

stand.  Joe sits in front of them on the edge of a table.

A blackboard with a layout of the jewelry store is off to

the right.

We do a 360 around the men.

                       EDDIE

          We woulda gotten here sooner, but

          we got backed up around La Brea

          and Pico.

                       JOE

          No hurry.

                  (to the boys)

          All right, let's get to know one

          another.  With the exception of

          Eddie and myself, who you already

          know, you'll be using aliases.

          Under no circumstances are you to

          tell one another your real name or

          anything else about yourself.

          That includes where you're from,

          your wife's name, where you

          might've done time, about a bank

          in St. Petersburg you might've

          robbed.  You guys don't say shit

          about who you are, where you been

          or what you've done.  Only thing

          you guys can talk about is what

          you're going to do.  This way the

          only ones who know who the members

          of the team are are Eddie and

          myself.  And that's the way I like

          it.  Because in the unlikely event

          of one of you getting apprehended

          by the cops, not that I expect

          that to happen - it most

          definitely should not happen - it

          hasn't happened, you don't have

          anything to deal with.  You don't

          know any names.  You know my name,

          you know Eddie's name.  That I

          don't care about.  You gotta prove

          it.  I ain't worried.  Besides,

          this way you gotta trust me.  I

          like that.  I set this up and

          picked the men I wanted for it.

          None of you came to me, I

          approached all of you.  I know

          you.  I know your work, I know

          your reputation.  I know you as

          men.  Except for this guy.

Joe points a finger at Freddy.

Freddy shits a brick.

                       JOE

          But he's OK.  If he wasn't OK, he

          wouldn't be here.  Okay, let me

          introduce everybody to everybody.

          But once again, at the risk of

          being redundant, if I even think I

          hear somebody telling or referring

          to somebody by their Christian

          name...

                  (Joe searches for the

                   right words)

          ...you won't want to be you.

          Okay, quickly.

                  (pointing at the men

                   as he gives them a

                   name)

          Mr. Brown, Mr. White, Mr. Blonde,

          Mr. Blue, Mr. Orange, and Mr.

          Pink.

                       MR. PINK

          Why am I Mr. Pink?

                       JOE

          Cause you're a faggot.

Everybody laughs.

                       MR. PINK

          Why can't we pick out our own

          colors?

                       JOE

          I tried that once, it don't work.

          You get four guys fighting over

          who's gonna be Mr. Black.  Since

          nobody knows anybody else, nobody

          wants to back down.  So forget it,

          I pick.  Be thankful you're not

          Mr. Yellow.

                       MR. BROWN

          Yeah, but Mr. Brown?  That's too

          close to Mr. Shit.

Everybody laughs.

                       MR. PINK

          Yeah, Mr. Pink sounds like Mr.

          Pussy.  Tell you what, let me be

          Mr. Purple.  That sounds good to

          me, I'm Mr. Purple.

                       JOE

          You're not Mr. Purple, somebody

          from another job's Mr. Purple.

          You're Mr. Pink.

                       MR. WHITE

          Who cares what your name is?  Who

          cares if you're Mr. Pink, Mr.

          Purple, Mr. Pussy, Mr. Piss...

                       MR. PINK

          Oh that's really easy for you to

          say, you're Mr. White.  You gotta

          cool-sounding name.  So tell me,

          Mr. White, if you think "Mr. Pink"

          is no big deal, you wanna trade?

                       JOE

          Nobody's trading with anybody!

          Look, this ain't a goddamn fuckin

          city counsel meeting!  Listen up

          Mr. Pink.  We got two ways here,

          my way or the highway.  And you

          can go down either of 'em.  So

          what's it gonna be, Mr. Pink?

                       MR. PINK

          Jesus Christ, Joe.  Fuckin forget

          it.  This is beneath me.  I'm Mr.

          Pink, let's move on.

CAMERA leaves the team and goes to the blackboard

with the layout of the jewelry store on it.

                       JOE (OS)

          Okay fellas, let's get into this.

                                                 CUT TO:

44     EXT. BLEACHERS - DAY

Freddy and Holdaway sit on some bleachers in an empty

little league baseball field.

                       HOLDAWAY

          Okay, we're gonna station men

          across the street from Karina's

          Fine Jewelry.  But their orders

          will be not to move in unless the

          robbery gets out of control.  You

          gotta make sure they don't have to

          move in.  You're inside to make

          sure that everything goes

          according to Hoyle.  We have men

          set up a block away from the

          warehouse rendezvous.  They got

          complete visibility of the

          exterior.  So as soon as Joe Cabot

          shows up, we'll see it.

                       FREDDY

          What's your visibility of the

          interior?

                       HOLDAWAY

          We can't see shit on the inside.

          And we can't risk gettin any

          closer for fear they'll spot us.

                       FREDDY

          This is bullshit, Jim.  I get all

          the fuckin danger of having you

          guys in my back pocket but none of

          the safety.

                       HOLDAWAY

          What's the matter, Newendyke?  Job

          too tough for ya?  No one lied to

          you.  You always knew we'd hang

          back until Joe Cabot showed up.

                       FREDDY

          Oh this is great.  You ain't

          giving me no fuckin protection

          whatsoever.  But you are giving me

          an attitude.

                       HOLDAWAY

          Since when does an undercover cop

          have protection?  Freddy, you came

          into this thing with your eyes

          wide open, so don't start screamin

          blind man now.  I understand

          you're nervous.  I wish the

          warehouse had more visible

          windows, but it doesn't.  We have

          to make do with the cards we're

          dealt.

                       FREDDY

          I didn't say I wasn't gonna do it.

          I'm just remarking on how shitty

          the situation is!

                       HOLDAWAY

          I don't mean to be harsh with ya,

          but I've found tough love works

          best in these situations.  We have

          to get Joe Cabot in the company of

          the thieves and in the same

          vicinity as the loot.

          We don't care about these other

          bastards.  We're willing to offer

          them good deals to testify against

          Cabot.

                       FREDDY

          Isn't this risk unorthodox?

                       HOLDAWAY

          What?

                       FREDDY

          Letting them go ahead with the

          robbery?

                       HOLDAWAY

          The whole idea behind this

          operation is to catch Joe Cabot

          red-handed.  We bust these hired

          hands, we ain't accomplished shit.

          Letting them go through with the

          heist is a risk, but Cabot's jobs

          are very clean.  We got people

          surrounding the perimeter.  We got

          a guy and a gal on the inside

          posing as a couple shopping for

          rings.  We could replace the

          employees with cops, but we'd run

          the risk of tipping 'em off.

                       FREDDY

          That's out.  They know the faces

          of who works what shift.

                       HOLDAWAY

          These guys are professionals.

          We're professionals.  It's a risk,

          but I think it's a calculated

          risk.

45     EXT. KARINA'S FINE JEWELRY - DAY

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

CUSTOMERS coming and going.  STORE CLERKS waiting on

customers through the windows.

While we look at this we HEAR over the soundtrack Mr.

White and Freddy talking OFF SCREEN.

                       MR. WHITE (VO)

          Let's go over it.  Where are you?

                       FREDDY (VO)

          I stand outside and guard the

          door.  I don't let anybody come in

          or go out.

                       MR. WHITE (VO)

          Mr. Brown?

                       FREDDY (VO)

          Mr. Brown stays in the car.  He's

          parked across the street till I

          give him the signal, then he pulls

          up in front of the store.

                       MR. WHITE (VO)

          Mr. Blonde and Mr. Blue?

                       FREDDY (VO)

          Crowd control.  They handle

          customers and employees in the

          display area.

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

Mr. White and Freddy sit in a car parked across the street

from the jewelry store, staking it out.

                       MR. WHITE

          Myself and Mr. Pink?

                       FREDDY

          You two take the manager in the

          back and make him give you the

          diamonds.  We're there for those

          stones, period.  Since no display

          cases are being fucked with, no

          alarms should go off.  We're out

          of there in two minutes, not one

          second longer.  What if the

          manager won't give up the

          diamonds?

                       MR. WHITE

          When you're dealing with a store

          like this, they're insured up the

          ass.  They're not supposed to give

          you and resistance

          whatsoever.  If you get a customer

          or an employee who thinks he's

          Charles Bronson, take the butt of

          your gun and smash their nose in.

          Drops 'em right to the floor.

          Everyone jumps, he falls down,

          screaming, blood squirts out his

          nose.  Freaks everybody out.

          Nobody says fuckin shit after

          that.  You might get some bitch

          talk shit to ya.  But give her a

          look, like you're gonna smash her

          in the face next.  Watch her shut

          the fuck up.  Now if it's a

          manager, that's a different story.

          The managers know better than to

          fuck around.  So if one's givin

          you static, he probably thinks

          he's a real cowboy.  So what you

          gotta do is break that son-of-a-

          bitch in two.  If you wanna know

          something and he won't tell you,

          cut off one of his fingers.  The

          little one.  Then you tell 'im his

          thumb's next.  After that he'll

          tell ya if he wears ladies

          underwear.  I'm hungry, let's get

          a taco.

                                                 CUT TO:

47     EXT. ALLEY - DAY

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

In the distance we hear all hell breaking loose.  Guns

FIRING, people SHOUTING and SCREAMING, sirens WAILING,

glass BREAKING...

A car whips around the corner, into the alley.

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

Freddy opens the driver's side door.  A bloody SCREAMING

Mr. Brown FALLS out.

                       MR. BROWN

                  (screaming)

          My eyes!  My eyes!  I'm blind, I'm

          fucking blind!

                       FREDDY

          You're not blind, there's just

          blood in your eyes.

Mr. White loads his two .45 automatics.  He RUNS to the

end of the alley just as a police car comes into SIGHT.

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

patrol car.

Freddy, holding the dying Mr. Brown, looks on at Mr.

White's ambush in shock.

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

                       MR. BROWN

          Mr. Orange?  You're Mr. Orange,

          aren't you?

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

is dead.

Mr. White RUNS up to Freddy.

                       MR. WHITE

          Is he dead?

Freddy doesn't answer, he can't.

                       MR. WHITE

          Did he did or not?

Freddy, scared.

                       FREDDY

          I'm sorry.

                       MR. WHITE

          What?  Snap out of it!

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

he RUNS.

They EXIT the alley and FLEE down a street.

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

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

his jun at her.

                       MR. WHITE

          Get us outta here!

Mr. White climbs into the backseat.

Freddy starts to climb in.

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

                       MR. WHITE

          The bitch's got a gun!

She SHOOTS Freddy in the stomach.

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

face.

C.U. ON FREDDY

as he FALLS to the ground he realizes what's happened

to him and what he's done.  SLOW MOTION.

Mr White DRAGS the dead female driver out of the car.  He

SHOVES Freddy in the backseat and DRIVES away.

48     INT. GETAWAY CAR (MOVING) - DAY

Freddy holding his stomach and doubled over in pain is

CRYING.

We replay the scene between Freddy and Mr. White in the

getaway car.  Except this time, we never leave Freddy.

                       MR. WHITE (OS)

          Just hold on buddy boy.

                       FREDDY

          I'm sorry.  I can't believe she

          killed me...

CUT FROM FREDDY IN THE BACKSEAT TO:

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

Mr. Pink is behind the wheel, Nice Guy Eddie is in the

passenger seat going through the satchel with the

diamonds.  Mr. White is in the backseat.  The car is

SPEEDING back to the garage.

                       EDDIE

                  (looking through the

                   case)

          You know, all things considered,

          this was pretty successful.

                       MR. WHITE

          I don't believe you just said

          that.

                       EDDIE

          No, it was messy as hell, but do

          you realize how much you got away

          with?  There's over two million

          dollars worth of diamonds here.

                       MR. PINK

          I love this guy.

                       EDDIE

          Hey, what's done is done.  We can

          all sit around and have a big cry

          about it or we can deal with the

          situation at hand.

                       MR. WHITE

          The situation as hand isn't that

          fuckin satchel.  You and Joe have

          a responsibility to your men.

                       EDDIE

          Hey, it's the best I could do.

                       MR. WHITE

          The man is fucking dying.

                       EDDIE

          And I'm telling you, Bonnie'll

          take care of him.

                       MR. WHITE

          He needs a doctor, not a fuckin

          nurse.

                       EDDIE

          Ask me how many doctors I called.

          You wanna embarrass yourself, ask

          me how many doctors I called.

                       MR. WHITE

          Obviously not enough.

                       EDDIE

          Fuck you! You gotta little black

          book, then whip is out.  If not,

          listen how it is.  I called three

          doctors and couldn't get through

          to shit.  Now, time being a

          factor, I called Bonnie.  Sweet

          broad, helluva broad, and a

          registered nurse.  Told her a

          bullshit story, upside:  she said

          bring him to her apartment.

                       MR. WHITE

          If he dies I'm holding you

          personally responsible.

                       EDDIE

          Fuck you buddy boy!  Okay, you

          wanna play that way.  I am

          personally leaving myself

          vulnerable with this Bonnie

          situation.  I don't think she'll

          call the cops, but I don't know

          for sure.  But me being too nice-

          a-fuckin-guy was willin to risk

          it.  But no fuckin more.

                  (he grabs his

                   portable phone)

          I'm callin Bonnie back and tellin

          her to forget it.  You take care

          of your friend, you know so much

          about it.

                       MR. PINK

          Goddamnit, will you guys grow up!

                       EDDIE

          I don't need to grow up, my

          friend.  I am a grown up.  I'm

          being responsible, I'm taking care

          of business.

                       MR. WHITE

          Cut the shit!  I don't think you

          called anybody except some cooze

          you once fucked, who happens to

          wear orthopedic shoes.  And I

          don't think that's good enough

          care for a gut-shot man.

                       EDDIE

          Yeah, well I don't give a flying

          fuck what you think!

                       MR. PINK

                  (to Mr. White)

          Look, he's not sayin this bitch is

          gonna operate on him.  She's gonna

          give him better attention than we

          can until we can get a doctor.

          Nobody's forgotten about doctors.

          Joe'll get one in a snap.  This is

          something we're doing in the

          meantime.  I think both of you are

          actin like a couple of assholes.

                       EDDIE

          Yeah, right.  I arrange a nurse, I

          leave myself wide open, and I'm an

          asshole.

50     INT. WAREHOUSE - DAY

MEDIUM SHOT on the door.  Nice Guy Eddie, Mr. White and

Mr. Pink walk through it.  They stop in their tracks.

We see what they see.  Mr. Blonde, lying on the ground,

shot full of holes.  The cop slumped over in his chair, a

bloody mess, Mr. Orange lying at the cop's feet, holding

his wound.  Eddie, Mr. White and Mr. Pink walk into the

shot.

                       EDDIE

          What the fuck happened here?

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

                       MR. WHITE

                  (to Mr. Orange)

          What happened?

                       MR. ORANGE

                  (very weakly)

          Blonde went crazy.  He slashed the

          cop's face, cut off his ear and

          was gonna burn him alive.

                       EDDIE

                  (yelling)

          Who cares what he was gonna do to

          this fuckin pig?

Eddie whips out his gun and SHOOTS the cop.  The cop and

the chair tip over.  Eddie stands over him and SHOOTS him

once more.

                       EDDIE

                  (to Mr. Orange)

          You were saying he went crazy?

          Something like that?  Worse or

          better?

                       MR. ORANGE

          Look, Eddie, he was pullin a burn.

          He was gonna kill the cop and me.

          And when you guys walked through

          the door, he was gonna blow you to

          hell and make off with the

          diamonds.

                       MR. WHITE

                  (to Eddie)

          Uhuh, uhuh, what's I tell ya?

          That sick piece of shit was a

          stone cold psycho.

                       MR. ORANGE

                  (to Eddie)

          You could've asked the cop, if you

          didn't just kill him.  He talked

          about what he was going to do when

          he was slicing him up.

                       EDDIE

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

          sense.

                       MR. WHITE

          It makes perfect fuckin sense to

          me.  Eddie, you didn't see how he

          acted during the job, we did.

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

                       MR. PINK

          He's right about the ear, it's

          hacked off.

                       EDDIE

                  (to Mr. Orange)

          Let me say this out loud, just to

          get it straight in my mind.

          According to you, Mr. Blonde was

          gonna kill you.  Then when we came

          back, kill us, grab the diamonds,

          and scram.  That's your story?

          I'm correct about that, right?

                       MR. ORANGE

          Eddie, you can believe me or not

          believe me, but it's the truth.  I

          swear on my mother's eternal soul

          that's what happened.

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

There's a long pause while he rolls over what Mr. Orange

has said.  Finally:

                       EDDIE

          You're a fuckin liar.  Now why

          don't you drop the fuckin fairy

          tale and tell me what really

          happened?

                       MR. WHITE (OS)

          He told you what really happened.

          You just can't deal with it.

                       MR. ORANGE (OS)

          Okay, you're right, I'm lying.

          Even though I'm fuckin dyin I'm

          not above pullin a fast one.  Get

          rid of Blonde, we share his split

          - no, scratch that, I shot him

          'cause I didn't like his hair

          style.  I didn't like his shoes

          either.  If it has just been his

          hair, I'd've maybe, maybe I said,

          let him live.  But hair and

          footwear together, he's a goner.

                       EDDIE

          The man you killed was just

          released from prison.  He got

          caught at a company warehouse full

          of hot items.  He could've walked

          away.  All he had to do was say my

          dad's name.  But instead he shut

          his mouth and did his time.  He

          did four years for us, and he did

          'em like a man.  And we were very

          grateful.  So, Mr. Orange, you're

          tellin me this very good friend of

          mine, who did four years for my

          father, who in four years never

          made a deal, no matter what they

          dangled in front of him, you're

          telling me that now, that now this

          man is free, and we're making good

          on our commitment to him, he's

          just gonna decide, right out of

          the fuckin blue, to rip us off?

Silence.

                       EDDIE

          Mr. Orange, why don't you tell me

          what really happened?

                       VOICE (OS)

          Why?  It'll just be more bullshit.

Eddie steps out of his C.U. and we see Joe Cabot standing

in the warehouse doorway.  He walks into the room.

                       JOE

                  (pointing to Mr.

                   Orange)

          This man set us up.

CAMERA does a 360 around the men.

                       EDDIE

          Daddy, I'm sorry, I don't know

          what's happening.

                       JOE

          That's okay, Eddie, I do.

                       MR. WHITE

                  (to Joe)

          What the fuck are you talking

          about?

                       JOE

                  (pointing to Mr.

                   Orange)

          That piece of shit.  Workin with

          the cops.

                       MR. WHITE   MR. PINK   EDDIE

          What?

                       JOE

          I said this lump of shit is workin

          with the LAPD.

MR. ORANGE'S POV

Looking up from the floor at everybody.

Joe looks down at Mr. Orange.

                       JOE

          Aren't you?

                       MR. ORANGE (OS)

          I don't have the slightest fuckin

          idea what you're talkin about.

                       MR. WHITE

                  (very calmly to Joe)

          Joe, I don't know what you think

          you know, but you're wrong.

                       JOE

          Like hell I am.

                       MR. WHITE

                  (very calmly)

          Joe, trust me on this, you've made

          a mistake.  He's a good kid. I

          understand you're hot, you're

          super-fuckin pissed.  We're all

          real emotional.  But you're

          barking up the wrong tree.  I know

          this man, and he wouldn't do that.

                       JOE

          You don't know jack shit.  I do.

          This rotten bastard tipped off the

          cops and got Mr. Brown and Mr.

          Blue killed.

                       MR. PINK

          Mr. Blue's dead?

                       JOE

          Dead as Dillinger.

                       EDDIE

          The motherfucker killed Vic.

                       MR. WHITE

          How do you know all this?

                       JOE

          He was the only one I wasn't a

          hundred percent on.  I should have

          my fucking head examined for goin

          forward when I wasn't a hundred

          percent.  But he seemed like a

          good kid, and I was impatient and

          greedy and all the things that

          fuck you up.

                       MR. WHITE

                  (screaming)

          That's your proof?

                       JOE

          You don't need proof when you got

          instinct.  I ignored it before,

          but not no more.

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

Mr. White brings his .45 up at Joe.

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

firearms.

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

                       EDDIE

          Have you lost your fucking mind?

          Put your gun down!

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

                       MR. WHITE

          Joe, you're making a terrible

          mistake I can't let you make.

                       EDDIE

          Stop pointing your fuckin gun at

          daddy!

Joe, never taking his eyes off Mr. Orange.

                       JOE

          Don't worry, Eddie.  Me and Larry

          have been friends a long time, he

          ain't gonna shoot.  We like each

          other too much.

                       MR. WHITE

          Joe, if you kill that man, you die

          next.  Repeat, if you kill that

          man, you die next!

We get many different angles of the Mexican standoff.

MEDIUMS ON EVERYBODY

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

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

him.

Mr. White pointing at Joe, looking like he's ready to

start firing any minute.

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

White.

Mr. Pink walking backwards away from the action.

Nobody says nothing.

FOUR SHOT

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

                       MR. PINK

          C'mon, guys, nobody wants this.

          We're supposed to me fuckin

          professionals!

Joe raises his head to Mr. White.

                       JOE

          Larry, I'm gonna kill him.

                       MR. WHITE

          Goddamn you, Joe, don't make me do

          this!

                       JOE

          Larry, I'm askin you to trust me

          on this.

                       MR. WHITE

          Don't ask me that.

                       JOE

          I'm not askin, I'm betting.

Joe's eyes go back to Mr. Orange.

                       EDDIE

          Daddy, don't!

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

Mr. White SHOOTS Joe twice in the face.  Joe brings his

hands up to his face, screaming, and falls to the ground.

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

chest.

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

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

Eddie COLLAPSES, dead.

Joe's dead.

Mr. Orange lies perfectly still, except for his chest

heaving.  The only SOUND we hear is his loud breathing.

Mr. White is SHOT full of holes, but still on his knees,

not moving.

Mr. Pink is standing motionless.  Finally he grabs the

satchel of diamonds and RUNS out the door.

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

yells out:

                       POLICE FORCE (OS)

          Freeze! Get out of the car and lie

          face down on the ground!

                       MR. PINK (OS)

          Don't shoot!

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

MEN RUNNING to the warehouse.

While all this noise is going on, Mr. White tries to stand

but FALLS DOWN.  He somehow makes it to where Mr. Orange

lies.

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

stroking his brow.

                       MR. WHITE

                  (with much effort)

          Sorry, kid.  Looks like we're

          gonna do a little time.

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

effort:

                       MR. ORANGE

          I'm a cop.

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

brow.

                       MR. ORANGE

          I'm sorry, I'm so sorry.

Mr. White lifts his .45 and places the barrel between Mr.

Orange's eyes.

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

The SOUNDS of outside STORM inside.  We don't see

anything, but we HEAR a bunch of shotguns COCKING.

                       POLICE FORCE (OS)

          Freeze, motherfucker!  Drop your

          fucking gun!



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

BANG

We hear a BURST of SHOTGUN FIRE.

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

                                                         THE END