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8mm Movie Script

Writer(s) : Andrew Kevin Walker

Genres : Mystery, Thriller

Search IMDb : 8mm






   
 









                            eight millimeter


                            written by
                            Andrew Kevin Walker










                                                      5/06/97
                                                      first










     INT.  MIAMI AIRPORT, TERMINAL -- DAY

     Amongst the weary tourist families and solitary businessmen
     sits TOM WELLES, middle-aged, hair neat, suit crisp and
     gray.  He's eating crackers from a cellophane package,
     sipping soda from a paper cup, watching an ARRIVAL GATE.

     AT THE GATE

     PASSENGERS arrive: the paunchy, graying men of First Class
     leading the pack, except for a handsome YOUNG REPUBLICAN
     poster boy hurrying along.

     ACROSS THE TERMINAL

     Welles gets up and FOLLOWS...

     EXT.  MIAMI AIRPORT, CURBSIDE -- DAY

     Welles comes outside, squinting in the sun, moving down the
     sidewalk, looking back over his shoulder...

     The Young Republican is lead to a waiting LIMO by a DRIVER.

     Welles moves to the nearby TAXI STAND...

     INT.  TAXI -- DAY

     Welles gets in, turning in his seat to watch behind.

                             CAB DRIVER
               Where to?

     Welles keeps watching, sees the limo pull away and pass.

                             WELLES
               Follow that limousine.  Don't get
               too close, don't let it get too far
               away.  Just keep with it.

                             CAB DRIVER
               You kidding?

                             WELLES
               Nope.

     The cab set in motion.  Welles takes out cigarettes,
     lighting one, takes out a small NOTEPAD and makes notations.

                             CAB DRIVER
               Uh, listen... you're not supposed to
               be smoking in here.  I'm sorry,
               that's company policy...

                             WELLES
               How about this... every cigarette I
               smoke, I give you five dollars?

                             CAB DRIVER
               Okay... okay, yeah, that'd be good...


     EXT.  MIAMI BEACH, "GOLD COAST" -- DAY

     In front of an Art Deco hotel, the driver opens the
     limousine door and the Young Republican steps out. 

     ACROSS THE STREET 

     Welles watches from inside the double-parked taxicab. 


     EXT.  MIAMI BEACH MOTOR LODGE -- DAY 

     Not exactly four-star.  "AD LT MOVIES EVERY ROOM." 

     INT.  MIAMI BEACH MOTOR LODGE -- DAY

     Welles is asleep on the bed, full dressed, hands folded
     across his stomach, snoring lightly, sweaty. 

     INT.  MIAMI BEACH MOTOR LODGE, RESTAURANT -- DAY 

     Welles sits alone at the bar, eating a sandwich, bored.  He
     watches some fuzzy ESPN on the t.v., looks at his watch. 

     EXT.  MIAMI BEACH MOTOR LODGE -- DAY 

     Welles walks across the parking lot, gets into his RENTAL
     CAR, starts it and drives away. 


     EXT.  MIAMI BEACH DISCOTHEQUE -- NIGHT 

     Young Republican and a GAUDY WOMAN exit the disco, MUSIC
     THROBBING out from the doors behind them.  They join hands,
     drunk, heading to the street, looking for their limo. 

     DOWN THE STREET

     Welles is seated in his parked rental car, raises a CAMERA
     with TELEPHOTO LENS: whir, CLICK, whir, CLICK, whir, CLICK...
     Welles lowers the camera, letting out a yawn. 


     INT.  AIRPLANE, COACH -- NIGHT 

     The familiar DRONE of flight.  Welles is shoehorned into his
     aisle seat, using tiny utensils to eat his tiny meal.

     An OLDER WOMAN arrives in the aisle.  Welles picks up his
     tray, closes his tray table, unbuckling his seatbelt,
     struggling to get up... finally successful, balancing his
     tray, letting the woman in to the window seat. 

                             OLDER WOMAN 
                 Thank you. 

     Welles nods, forcing a smile, sitting back down.  He returns
     to toiling over his miniature supper. 


     EXT.  HARRISBURG INTERNATIONAL AIRPORT -- NIGHT 

     Welles' AIRPLANE ROARS down with a SCREECH, landing lights
     gleaming.  The airport is small, relatively isolated.

     TITLE:      Harrisburg, Pennsylvania

     INT.  HARRISBURG INTERNATIONAL AIRPORT -- NIGHT

     Passengers arrive.  Welles is with them, searching the few
     PEOPLE waiting in the terminal hallway.  Welles smiles...

     Welles' wife, AMY, smiles when she sees him.  She's plain
     and pretty, holding one hand on a BABY STROLLER beside her.
     Welles comes to her, embracing her, appreciating her.

                             AMY
                 Welcome home.

                             WELLES
                 Do you know how much I missed you?

     They kiss, but Amy pulls away, sniffs him.

                             AMY 
                 What's this... have you been
                 smoking... ? 

                             WELLES 
                 Smoking?  I'm not smoking. 

                             AMY 
                 Your clothing reeks of it. 

                             WELLES 
                 You know, Amy, I've been sitting
                 around in bars and everywhere
                 following this guy... I mean, is
                 this what I get first thing?  Before
                 you even "hello," you accuse me... ?

                             AMY 
                 I'm not accusing you... 

                             WELLES 
                 Well, I'm not smoking, okay? 

                             AMY 
                 Okay, I believe you. 

                             WELLES 
                 We've been all through that.  I've
                 been on my best behavior.

     Welles bends to the stroller, picks up his infant daughter,
     CINDY, and hoists her in the air, overjoyed. 

                             WELLES 
                 Hello, pumpkin-head, did you miss
                 me?  I sure missed you... 

     He kisses the happy child, holding her in one arm. 

                             WELLES 
                 Let's get my bags and get the hell
                 out of here. 

     Welles pulls Amy close and kisses her again, leads the way.
     Amy follows, pushing the stroller. 

                             AMY 
                 How's the detective business?

                             WELLES 
                 Business was fine.  I'll tell you
                 what, you couldn't pay me enough to
                 live down there. 

                             AMY 
                 You better not be smoking, that's
                 all I can say. 

                             WELLES 
                 Honey, I'm not, please... 

     Amy takes Welles hand, smiling at him. 


     INT.  WELLES' HOUSE, BEDROOM -- NIGHT

     Welles and Amy make love in the darkness.  Standard,
     missionary position sex, little passion.  They slow to a
     finish, uneventfully, holding each other.  Their breathing
     quiets.  Their daughter CINDY can be HEARD CRYING elsewhere.

     Welles kisses his wife again, rolls off of her and sits on
     the edge of the bed.  Amy covers herself. 

                             AMY
                 I love you.

                             WELLES
                 I love you. 

     He looks towards her in the dark.  He gets up, gets a towel
     from the bathroom and wraps it around him. 

     INT.  WELLES' HOUSE, BABY'S ROOM -- NIGHT 

     Cindy's crying.  Welles enters, goes to lean into the crib.

                             WELLES 
                 What's all the trouble, Cinderella?
                 What are you crying about, huh? 

     He lifts and cradles Cindy, comforting her. 


     EXT.  HARRISBURG CITYSCAPE -- ESTABLISHING --DAY 

     A small city of moderate architecture facing the Susquehanna.

     INT.  OFFICE -- DAY 

     An old money office with windows over the river.  A well-to-
     do POLITICIAN looks unhappily through PHOTOS on his desk.
     Welles sits by the Pennsylvania state flag, watching.

     PHOTOS show the Young Republican and Gaudy Woman in Miami:
     leaving the Art Deco hotel, the Discotheque, a restaurant...

                             WELLES 
                 Your son-in-law dealt with the dry
                 cleaning franchise during the day,
                 saw that woman every night. 
                       (clears his throat) 
                 The specifics are in the report, and
                 information about the woman.  It's
                 unpleasant, I know.  I apologize... 

                             POLITICIAN 
                 None too discreet, is he? 

                             WELLES 
                 No, sir, he is not. 

                             POLITICIAN 
                 He's an imbecile.  I tried to warn
                 my daughter, but what can you do? 

     The politician shakes his head in disgust.  Welles rises. 

                             WELLES 
                 The um... you'll find my invoice in
                 the envelope. If that's all...

                             POLITICIAN 
                 Yes, Mister Welles, thank you. 

                             WELLES 
                 Certainly, Senator.  If I can ever
                 be of further assistance.

     Welles leaves, glances back, shuts the door. 

     EXT.  HARRISBURG STREETS -- DAY 

     Welles drives his plain Ford past the CAPITAL BUILDING. 

     EXT.  HARRISBURG, BRIDGE -- DAY 

     Welles' car crosses the Susquehanna, leaving the city. 

     EXT.  WELLES' HOUSE, BACKYARD -- DAY 

     Sunny day.  Welles wears tan khakis, T-shirt and fishing
     cap, mowing his lawn with his ROARING lawnmower.  Welles'
     yard is modest, surrounding his modest split level suburban
     one in a neighborhood of similar homes and similar yards.

     Welles turns the lawnmower, stopping to mop his brow.  One
     of his neighbors is repainting a back porch.  The neighbor
     waves.  Welles waves, resumes mowing. 


     INT.  BOWLING ALLEY -- NIGHT

     MUSIC'S LOUD.  League Night.  Every lane full.  Welles is
     with his team in BOWLING SHIRTS.  Welles hoists his ball,
     preparing to bowl.  He takes three steps, releases...

     Down the lane, PINS SCATTER.  One pin remains standing.

     Welles balls up his fists and curses, walks back towards his
     rowdy, mocking teammates.  He shouts back at them, laughing,
     grabbing his beer and drinking, waiting at the ball return. 

     INT.  WELLES' HOUSE, KITCHEN -- NIGHT 

     Dinner.  Welles and Amy eat at the kitchen table with Cindy
     in a high chair.  Amy feeds Cindy between bites.  Welles is
     still in his league shirt. 

                             AMY 
                 You think you'll have time for the
                 water heater this weekend?

                             WELLES 
                 Sure.  I'll call the guy. 

                             AMY 
                 You're not using the same guy who
                 tried to fix it? 

                             WELLES 
                 I'm not using him again for
                 anything.  He was worthless. 
                       (eating)
                 You have bridge here Saturday? 

                             AMY 
                 Betty's out of town so we're playing
                 next week. 

     Welles nods, eating.  He watches Amy feed Cindy.  The PHONE
     starts RINGING.  Welles goes to answer it. 

                             WELLES 
                       (into PHONE) 
                 Hello.  Yes... could you hold on a
                 minute...?

     Welles hands the phone to Amy, pats Cindy's head as he heads
     downstairs, through the LIVING ROOM... 

     INT.  WELLES' HOUSE, OFFICE -- NIGHT

     Welles enters his well kept OFFICE, turns on a light at the
     desk.  The room is filled with FILE CABINETS and shelves of
     BOOKS, hundreds of PHONE BOOKS and a COPY MACHINE.  Welles
     picks up the phone and cups the receiver. 

                             WELLES 
                       (shouts upstairs)
                 Okay, I've got it.
                       (into phone)
                 Hello... sorry, I was switching
                 phones.  It's a pleasure to make
                 your acquaintance, Mrs. Christian.
                       (listens)
                 Yes.  Yes, I understand... tomorrow
                 evening should be fine...

     Welles listens, clears space on his desk, taking notes. 


     EXT.  CHRISTIAN COMPOUND -- DUSK 

     A huge OLD WORLD MANSION is situated at the center of acres
     of Pennsylvania forest and vast gardens.  Welles' car heads
     down a long tree lined drive, to the dark mansion. 

     INT.  CHRISTIAN HOUSE, HALLWAY -- NIGHT 

     Welles follows a BUTLER down a long hall. 

     INT.  CHRISTIAN HOUSE, LIBRARY -- NIGHT 

     The butler shows Welles in, shuts the door.
     Towering SHELVES of BOOKS are serviced by ladders.  Far
     across the room, an old, sad woman, MRS. CHRISTIAN, sits
     waiting with a tall, thin, sinister ghoul of a LAWYER.

                             MRS CHRISTIAN 
                 Mister Welles. You're very prompt.   

                             WELLES 
                 I try to be.

     Welles crosses towards them. It takes a while. 

                             MRS CHRISTIAN 
                 I appreciate your coming on such
                 short notice. 

     Mrs. Christian holds out her hand and Welles takes it. 

                             MRS CHRISTIAN
                 This is Mister Longdale, my late
                 husband's attorney. 

     Welles shakes Longdale's limp hand, looking him over. 

                             WELLES 
                 Uh huh, pleasure. 

                             MRS CHRISTIAN 
                 Apparently Mr. Longdale has
                 something he feels he simply must
                 say before you and I speak.

                             LONGDALE 
                 Yes, I do have something to say.  I
                 insisted on being here as soon as I
                 heard Mrs. Christian contacted you. 

                             WELLES 
                 I'm listening. 

                             LONGDALE 
                 As Mr. Christian's attorney and one
                 of the executors of his estate, it
                 concerns me that a meeting of this
                 sort should take place without my
                 being asked to attend. 

                             WELLES
                 Of what sort? 

                             LONGDALE
                 You are a private investigator? 

                             WELLES 
                 That's right. 

                             LONGDALE 
                 Well, whatever reasons Mrs.
                 Christian has for engaging the
                 services of a private investigator,
                 I should certainly be a party to.
                 But, since she feels differently, I
                 can only go on the record as having
                 expressed my adamant disapproval. 

                             MRS CHRISTIAN 
                 Yes, how theatrical.  So you've gone
                 on the record, and now perhaps you
                 should just be gone. 

     Longdale's irritated, but has no choice.  He walks away. 

                             MRS CHRISTIAN 
                 Have a pleasant evening. 
                       (to Welles) 
                 Will you have tea, Mister Welles? 

                             WELLES
                 Thank you. 

     Mrs. Christian begins pouring tea from the service on a
     table.  Welles watches Longdale exit. 

                             WELLES 
                 He's odd.

                             MRS CHRISTIAN 
                 He's a lawyer.
                       (offers tea)
                 Please, sit, here...

     Welles accepts a dainty tea cup and saucer, taking a seat.

                             MRS CHRISTIAN 
                 I've spoken to friends of mine and
                 my husband's, in Harrisburg, in
                 Lancaster and Hershey.  Asking about
                 you.  I must say you have friends in
                 influential places. 

                             WELLES
                 I've been privileged to provide
                 services for people I admire.

                             MRS CHRISTIAN 
                 You are highly recommended.  Praised
                 for your discretion... your strict
                 adherence to confidentiality. 

     Welles nods, sipping tea. 

                             MRS CHRISTIAN 
                 As you know, my husband passed away
                 recently.  Two weeks ago now.

                             WELLES 
                 My condolences. 

                             MRS CHRISTIAN 
                 His passing has left me with...
                 something of a dilemma.  A terrible,
                 terrible dilemma. 

                             WELLES 
                 I'll do whatever I can to help. 

     Mrs. Christian studies Welles.

     INT. CHRISTIAN HOUSE, MR CHRISTIAN'S OFFICE -- NIGHT

     Mrs. Christian and Welles enter.  This office has been lived
     in for a lifetime.  Giant DESK.  AMERICAN FLAG.  Walls
     covered in old b+w PHOTOGRAPHS and ACHIEVEMENTS. A large,
     baked enamel sign nailed up, "CHRISTIAN STEEL." 

                             MRS CHRISTIAN 
                 His inner sanctum. 

     Welles looks up at the OIL PAINTING over the fireplace: MR.
     CHRISTIAN, a powerful, old man, posed with a dark, teeming,
     industrial landscape behind him. 

                             MRS CHRISTIAN 
                 Not many people have been inside
                 this room. 

     Welles examines PHOTOS of Mr. Christian visiting various
     STEEL PLANTS, COAL MINES and ground-breaking ceremonies,
     shaking hands with WORKMEN, with POLITICIANS. 


                             WELLES 
                 Pittsburgh? 

                             MRS CHRISTIAN 
                 Mostly.  That's where he started his
                 empire building.
                       (looks up at portrait)
                 He was a good man.  Notorious as an
                 eccentric, but that was something he
                 cultivated.  He wanted to be
                 legendary.

                             WELLES 
                 He succeeded. 

                             MRS CHRISTIAN 
                 We were married forty-five years.
                 Hard even for me to imagine.  We had
                 our troubles.  There were plenty of
                 places for him to be other than
                 here, but he was always loyal to me,
                 and I to him.  I loved him deeply.

     Welles waits. 

                             MRS CHRISTIAN 
                 Do you carry a gun, Mr. Welles? 

                             WELLES 
                 I wear a gun when I can tell a
                 client expects me to.  Other than
                 that, there's never any reason. 

                             MRS CHRISTIAN 
                 Just curious. 

     Mrs. Christian crosses to take down a PICTURE, revealing a
     WALL SAFE.  The safe is ajar, burnt and scarred, broken into.

                             MRS CHRISTIAN 
                 My husband was the only one with the
                 combination to this safe.  I knew
                 about it, but as far as I was
                 concerned it was none of my
                 business.  Not till now, that is. 

                             WELLES 
                 You hired someone to open it.  I'll
                 bet the lawyer loved that.

                             MRS CHRISTIAN 
                 There was nothing he could do.  My
                 husband left everything to me.
                       (looks at safe)
                 I prevented anyone from seeing the
                 contents.  I felt these were my
                 husband's private things.  I
                 didn't... I didn't realize... 

                             WELLES 
                 Do you want to tell me what you
                 found? 

                             MRS CHRISTIAN 
                 Cash, stock certificates, and this...

     She takes something from her pocket, puts it on the desk: a
     plastic bag containing a short 8MM FILM on a plastic reel.

                             MRS CHRISTIAN 
                 It's a film... of a girl being
                 murdered. 

                             WELLES 
                 I'm afraid I don't... 

                             MRS CHRISTIAN 
                 This is a movie showing a girl being
                 murdered.  She's sitting on a bed,
                 and a man rapes her... and he begins
                 to cut her with a knife...
                       (pause)
                 I only watched what I could.

     Welles picks up the film, looks at it. 

                             MRS CHRISTIAN 
                 I didn't know what to think.  I
                 can't tell you how horrible it's
                 been, to know this belonged to my
                 husband.  To know that he watched
                 this... this atrocity.  But, I can't
                 go to the police...

                             WELLES
                 Mrs. Christian... please, will you
                 sit down a moment? 
                       (leads her to a chair) 
                 I want you to listen carefully.
                 What you're talking about is a
                 "snuff film."  But, from what I
                 know, snuff films are a kind of...
                 urban myth.  Like, red light
                 district folklore.  There's no such
                 thing, I can assure you. 

     Mrs. Christian shakes her head. 

                             WELLES 
                 Please, believe me.  This is
                 probably a stag film.  Simulated
                 rape.  Hard to stomach, and it might
                 seem real, but there are ways of
                 making it look realistic... fake
                 blood and special effects...

                             MRS CHRISTIAN 
                 No. 

                             WELLES 
                 If you were to study it you'd see
                 the camera cutting away... you'd see
                 the tricks they can play...

                             MRS CHRISTIAN 
                 I'm telling you it's not that. 

                             WELLES 
                 I'm sure it is. 
                       (smiles) 
                 It's probably something your husband
                 was given as a bad joke.  More than
                 likely he never even watched it. 

                             MRS CHRISTIAN 
                 Will you watch it and see for
                 yourself? 

                             WELLES 
                 Of course.  But, I'm certain it's
                 nothing to worry about. 


     INT.  CHRISTIAN HOUSE, DINING ROOM -- NIGHT 

     An 8MM PROJECTOR faces a wall.  Welles looks back to Mrs.
     Christian in the doorway.  Mrs. Christian leaves, shuts the
     door.  Darkness.  Welles turns on the projector and sits.
     The PROJECTOR CLATTERS, shooting bright images...

     ON THE WALL: FLASH FRAMES, over exposure, then... the grainy
     FILM is HAND HELD, constantly in motion, showing a skinny
     GIRL, 16 or 17, in a negligee, sitting on a bed in a
     nondescript room with little furniture.  Looks like a hotel
     room.  We only ever see three walls.  The once beautiful
     girl looks worn, drugged, dark circles under her eyes,
     staring blankly.  The CAMERA'S tungsten SPOTLIGHT casts
     long, shifting shadows as the camera moves, but the girl
     still stares oblivious.  The bed is wrapped in PLASTIC and
     DUCT TAPE.  The floor is covered by PLASTIC SHEETING...

     Welles watches, crossing his arms, already uncomfortable.

     ON THE WALL: a door opens behind the girl, looks like a
     bathroom, and a MASKED MAN enters.

     The Masked Man wears a garish, Mexican WRESTLING MASK with
     eye holes and a mouth.  The mask covers his entire head.
     He's naked except for red shorts, his body scrawny, oiled,
     pale.  The man goes to stand in front of the girl.  He seems
     to be saying something to her, but the film is silent and
     the ONLY SOUND is the PROJECTOR'S LOUD sprocket hole
     CLATTER.  It's all one long take.  The CAMERA MOVES to favor
     the girl...

     Welles sits straight in his chair, wary.

     ON THE WALL: Masked Man raises his open hand and SLAPS the
     girl, knocking her back on the bed...

     Welles grimaces.

     ON THE WALL: Masked Man pulls the girl back to a seated
     position.  The girl's like a rag doll, face reddened, eyes
     closed, but she remains upright.  Masked Man uses his thumbs
     to open her unseeing eyes.  He touches her mouth with his
     fingers, presses his lips to hers.  Then, Masked Man backs
     away, leaving frame, till the CAMERA MOVES to find Masked
     Man standing at a table with THREE large BOWIE KNIFES laid
     out.  Masked Man runs his fingers over the blades...

     Welles rises slowly, still watching.

     ON THE WALL: Masked Man selects a huge Bowie knife and moves
     back towards the girl...

     Welles crosses his arms tight, disbelieving, fearful.
     WE WILL NEVER SEE WHAT HAPPENS NEXT IN THE FILM, but Welles
     does.  In the flickering, reflected light, Welles backs
     involuntarily away from the horrible images, holding his
     fist to his mouth, breathing hard.

     Welles keeps backing away, till he's backed against a wall.
     The PROJECTOR'S CLATTERING.  Welles is sickened, sweating,
     still watching, till he finally shuts his eyes.

     INT.  CHRISTIAN HOUSE, ADJOINING ROOM -- NIGHT

     Silence.  Mrs. Christian sits waiting, troubled.
     The door to the dining room opens and Welles enters from the
     dark, visibly shaken.  Mrs. Christian watches him, her
     sorrow now shared.

                             WELLES
                 You... you need to go to the police. 

                             MRS CHRISTIAN 
                 I told you I can't, not yet. 

                             WELLES
                 You don't have any other choice. 

                             MRS CHRISTIAN 
                       (stands, shakes her head) 
                 No.  For me to live with the ruin of
                 my husband's name, I need know that
                 whoever did this will be punished.
                 If you can find them, I will take
                 their names to the police.  I'll say
                 my husband confessed on his death
                 bed. I'll say I didn't have courage
                 to come forward at first...

                             WELLES 
                 It won't work like that.

                             MRS CHRISTIAN 
                 Any evidence you collect can be
                 given to the police later,
                 anonymously.  I've thought about it
                 and there's no other way.  If you
                 can't find them... if the only thing
                 that comes from this film is that
                 this is all my husband will be
                 remembered for, well I can't let
                 that happen.  I'm telling you I
                 won't.  If there's no chance that
                 poor girl's memory can be served,
                 then I'll just have to spend my last
                 days trying to forget her. 

     Welles sits, rests his head in his hands. 

                             WELLES 
                 I deal in divorce cases.  Corporate
                 investigations...

                             MRS CHRISTIAN 
                 You've found missing persons before. 

                             WELLES 
                 Nothing remotely like this. 

                             MRS CHRISTIAN 
                 I know what I'm asking.  Your
                 compensation will be appropriate to
                 the risk.  You'll need cash to buy
                 information, and I'll provide it.
                       (pause)
                 I feel responsible, Mr. Welles.
                       (pause)
                 You saw what he did to her.

     Welles stands, torn apart and uncertain, looks back to the
     dining room where the projector sits idle.


     INT.  WELLES' HOUSE, BABY'S ROOM -- NIGHT

     Cindy is sound asleep in her crib.
     Welles is seated near, staring at his sleeping child.

     INT.  WELLES' HOUSE, BEDROOM -- NIGHT

     Welles digs in piles of SHOEBOXES and BOOKS on the floor of
     his cluttered closet, finds what he wants: a LOCK BOX.

     INT.  WELLES' HOUSE, KITCHEN -- NIGHT

     Welles twists the lock box dial's combination, opens the box
     to reveal his GUN, HOLSTER and CLEANING SUPPLIES.  Welles
     takes out the gun, cleaning it.  Amy watches.

                             WELLES 
                 This is the mortgage.  This is
                 Cindy's college money. 

                             AMY
                 I understand.

                             WELLES 
                 Sometimes you can't know what I'm
                 doing.  It's better that way.

                             AMY
                 I know.

                             WELLES 
                 It's a missing persons case... a
                 long shot.  I'll give it two months,
                 two months at most, then I'll be
                 back.  We'll take a vacation.

                             AMY
                 Why the gun? 

                             WELLES 
                 I'm not gonna need it.  I won't even
                 wear it.  It's a precaution.
                       (cleaning gun)
                 Don't worry about me.


     INT.  WELLES' HOUSE, OFFICE -- NIGHT

     Welles looks through one file cabinet.  He pulls out a FILE.
     It contains all sorts of POLICE ARTIST SKETCHES.  Welles
     finds one of a TEENAGE GIRL with dark hair, looks at it.

     Welles positions the sketch on his COPY MACHINE, hits copy.

     EXT.  WELLES' HOUSE, DRIVEWAY -- MORNING

     Welles loads BOXES and a SUITCASE into his car's back seat.

     Welles puts the lock box in the car's trunk, in a hiding
     place beside the spare tire.  He places a brown BRIEFCASE on
     top, covers them both with carpet.  He closes the trunk.

     EXT.  PENNSYLVANIA TURNPIKE -- MORNING 

     Little traffic.  Welles' Ford races down the highway.


     EXT.  CLEVELAND CITYSCAPE -- ESTABLISHING -- DAY

     City skyline, overcast.  Looks like rain.

     TITLE:       Cleveland, Ohio

     EXT.  CLEVELAND STREETS -- DAY

     Welles' car moves slowly in a not-so-great neighborhood.
     Welles leans forward, peering through the windshield...

     An APARTMENT BUILDING'S crooked SIGN lists "WEEKLY RATES."

     INT.  WELLES' ROOM, CLEVELAND -- DAY

     Dingy room.  Welles locks the door, puts the chain on. His
     suitcase and boxes are on the bed.  He begins unpacking,
     taking a PHOTO ENLARGER from one box and an 8MM PROJECTOR.

     INT.  WELLES' ROOM, BATHROOM -- DAY

     The developer's on the toilet.  DEVELOPING PANS are on the
     floor, developer bath, stop bath and fixing bath, with
     BOTTLES of CHEMICALS and packages of PHOTO PAPER.  Welles
     uses tape and ALUMINUM FOIL to black-out a window.

     INT.  WELLES' ROOM -- DAY

     Pizza box on the bedside table.  Welles' suits hang in the
     closet.  Welles sits facing a small REEL TO REEL on a desk.
     He wears white gloves, handles the 8MM FILM, careful to hold
     it by the edges, holding it up to the light, squinting.

     Welles puts in a magnifying EYEPIECE, leaning close...

     WELLES' P.O.V. THROUGH MAGNIFYING LENS: studying the first
     few inches of exposed film, coming upon TINY LETTERS printed
     just below the sprocket holes: "SUPRAlux 544."
 
     INT.  WELLES' ROOM, BATHROOM -- DAY

     RED BULB in the light socket.  Welles threads the 8MM FILM
     into his enlarger, still in white gloves.

     He flicks the enlarger on, projecting a sideways IMAGE down
     onto the enlarger's baseboard, FOCUSING... it's the girl
     sitting on the bed, early in the snuff film.

     Welles makes an adjustment to the enlarger's lens; framing
     tighter on the girl's face, REFOCUSING.

     INT.  WELLES' ROOM -- NIGHT

     Welles comes out of the makeshift darkroom, holding a PHOTO
     of the girl.  He props the photo up on a dresser, stands
     looking at it.  Sad girl, staring forward.

     Welles goes to pick up his CELLULAR PHONE, dials.

                             WELLES 
                       (into phone) 
                 Hello, honey, it's me.
                       (listens)
                 I'm fine, how are you?

     Welles listens.  He turns to look at the girl's photo.

                                              FADE TO BLACK:

     EXT.  OFFICE BUILDING, MISSING PERSONS ARCHIVE -- DAY

     Nondescript.  "U.S. Resource Center for Missing Persons."

     INT.  MISSING PERSONS ARCHIVE, OFFICES -- DAY 

     Small.  Cubicles.  Employees work phones and computers.
     BULLETIN BOARDS are covered in FAMILY PHOTOS, Polaroids and
     familiar "HAVE YOU SEEN ME?" missing person/children POSTERS.

     IN ONE CUBICLE, Welles opens his billfold, shows his
     identification: a laminated "LICENSED INVESTIGATOR,
     Commonwealth of Pennsylvania", with WELLES' PHOTO...

     The DIRECTOR of the center, a tired looking official in
     bifocals, studies the card.  Welles sits.

                             DIRECTOR 
                 What can I do for you, Mr. Welles?

                             WELLES 
                 Call me Tom.

                             DIRECTOR 
                 Alright, Tom.

                             WELLES
                 What I'd like, very simply, is
                 access to your archive.  And, now I
                 understand this isn't something you
                 normally do for private citizens...

                             DIRECTOR 
                 There are reasons for the way we do
                 things here.

                             WELLES 
                 Absolutely.  Of course I'll abide by
                 whatever decision you make, but I'd
                 appreciate if you'll hear me out... 

     The director sits back in his chair.

                             WELLES 
                 Few days ago, I was contacted by a
                 couple living in Philadelphia, a
                 doctor and his wife.  What happened
                 was they picked up a young girl
                 hitchhiking off 81, which heads into
                 Philadelphia, started up a
                 conversation with this girl, she
                 looked homeless, seemed about
                 eighteen maybe.  They convinced her
                 to let them buy her a meal in the
                 city.  Nice kid, mature, didn't have
                 much to say, but they got a sense
                 she's a runaway, so all through
                 dinner the doctor's working on her,
                 trying to convince her that at the
                 very least she should pick up a
                 telephone.  Not surprisingly, she
                 ate her food, excused herself...
                       (snaps fingers)
                 That's the last they saw her.  The
                 reason they came to me for help, the
                 reason I'm coming to you, is we had
                 a friend of mine in the department
                 work up a sketch...
                       (shows the POLICE ARTIST
                        SKETCH he photocopied)
                 They want to see if I can I.D. this
                 girl, somehow pass along a message
                 to let the parents know the kid's
                 alive, doing alright.

                             DIRECTOR 
                 Why not go to the N.C.I.C. or
                 N.C.M.E.C.? 

                             WELLES 
                 I figured you share information. 

                             DIRECTOR 
                 We do. 

                             WELLES 
                 For whatever reasons I thought you
                 might be more receptive.

                             DIRECTOR 
                 Why don't they come to me? 

                             WELLES 
                 This doctor and wife, they're nice
                 people, but they don't want to get
                 too involved.  They're not trying to
                 have the parents come looking for
                 the girl either. 
                 You and I both know sometimes, not
                 often, but sometimes there's real
                 reasons why a kid'll run. 
                 Molestation, whatever.  Besides
                 that, the girl's probably eighteen,
                 so she's legal.

                             DIRECTOR 
                 I'm not so sure about this. 

                             WELLES 
                 They're putting themselves in place
                 of this kid's parents and thinking
                 they'd want to hear their girl's
                 okay, even if that's all they hear. 

                             DIRECTOR
                 I can give you my card, if your
                 clients want to call me... 

     Welles accepts a CARD, disappointed.

                             WELLES 
                 They were pretty clear they didn't
                 want this coming back on them.

                             DIRECTOR 
                 Well, that's all I can do.  Sorry. 

     Welles looks at the director, stands, hangs his head.

                             WELLES 
                 Who knows... maybe she's already
                 given her parents a call, right?

     Welles leaves. 

     EXT.  OFFICE BUILDING, MISSING PERSONS ARCHIVE -- DAY

     Welles comes out the front doors, pissed.

                             WELLES 
                 Fuck.

     He tears the card in half and drops it as he heads for his
     car.  After a moment, the director comes out after him...

                             DIRECTOR 
                 Excuse me... Tom, hold on...

     Welles looks back, walks back, glances down...
     makes sure he stands on the torn card, hiding it underfoot.

                             DIRECTOR
                 Listen, maybe I can help after all.
                 Why don't you come on back in...
                 we'll see what we can do. 

     INT.  MISSING PERSONS ARCHIVE, FILE ROOM -- DAY

     Director leads Welles into this RESEARCH ROOM, a small
     library with long tables, old COMPUTERS, lots of FILE
     CABINETS and CARD CATALOGS.  Secretaries tend to the files.

                             DIRECTOR 
                 This is it.  It's not much. 
                       (points at computers) 
                 We've got less than five percent on
                 computer and we lose that funding in
                 December.  I'll have someone show it
                 to you anyway.  Other than that, I'm
                 afraid it's the wet thumb method.

     Welles looks to the many, many file drawers. 

                             DIRECTOR 
                 Files are mostly by state and year
                 of disappearance.  We try to keep
                 the children and adults separate.
                 No eating or smoking in here, but
                 there's a coffee machine in the hall.

                             WELLES 
                 Any good?

                             DIRECTOR
                 It's horrible, but it'll be your
                 best friend after a few days.  I
                 hope you realize what kind of long
                 shot you're chasing after. 

                             WELLES
                 You're gonna be seeing a lot of me.
                 You're sure you don't mind?

                             DIRECTOR 
                 It's good what you're doing.

     The director puts out his hand.  Welles looks, shakes.


     INT.  MISSING PERSONS ARCHIVE, FILE ROOM -- DAY -- MONTAGE

     ON A COMPUTER SCREEN: files open and close -- PICTURE after
     PICTURE of a MISSING CHILDREN, mostly teenagers, each with
     physical description, age, date of disappearance, etc.  Lost
     souls, although these are posed portraits, high school
     yearbook photos and vacation photos, so the children are
     mostly smiling, happy and healthy. But, all "MISSING."

     Welles works the computer keyboard and mouse...

     ON THE SCREEN: the FACES of TEENAGERS, boys and girls, one
     after the other, MISSING... MISSING... MISSING...


     INT.  CLEVELAND PUBLIC LIBRARY -- DAY -- MONTAGE

     Welles searches the SHELVES of the LIBRARY.  He begins
     taking down various books...

     "Motion Picture Photography."  "Film Stocks and Physical
     Characteristics."  "Super 8 Filmmaking."

     INT.  CLEVELAND PUBLIC LIBRARY -- LATER -- MONTAGE

     In Welles' notepad: "SUPRAlux 544."
     Welles sits paging through technical photography books. 


     INT. WELLES' ROOM -- NIGHT -- MONTAGE

     Welles has the 8MM FILM threaded through the projector.  He
     turns the CLATTERING projector on and sits, watching.

     ON THE WALL: FLASH FRAMES, then... the skinny GIRL in a
     negligee, sitting on the bed.  The CAMERA'S SPOTLIGHT casts
     long shadows.  The girl stares, oblivious...

     ON THE WALL: a door opens behind the girl, looks like a
     bathroom, and the MASKED MAN enters, wearing the ghastly
     WRESTLING MASK.  The man goes to stand in front of the
     girl.  He seems to be saying something.  The FILM halts.

     Welles sits forward, hand on the projector.  He's seen
     something.  He PLAYS the FILM in REVERSE...

     ON THE WALL: the Masked Man walks backwards, away from the
     girl, backwards into the bathroom, door shutting...

     Welles stops the projector, not taking his eyes from the
     image.  He ADVANCES the film FRAME BY FRAME...

     FRAME BY FRAME... as the bathroom door opens, and the Masked
     Man enters... FRAME BY FRAME... as the Masked Man moves
     forward... door closing behind him... STOP...

     FREEZE FRAME: a THIRD MAN is reflected in the bathroom
     mirror.  Grainy and blurred, but he's in the room with the
     girl, standing there, captured in the mirror in this one
     brief instant just before the bathroom door closes.

     Welles walks to take a closer look, studying the almost
     ethereal image of the Third Man.


     EXT.  CLEVELAND STREET CORNER -- DAY -- MONTAGE

     Welles is in a PHONE BOOTH, feeds many quarters into the
     phone, waiting, looking at his notepad. 

                             WELLES
                       (into PHONE) 
                 Hello, Mrs. Christian?  Tom Welles.
                 Here's where we stand.  I checked
                 the film stock and it's called Supra-
                 lux 544.  The company that made that
                 stock discontinued it in '92...
                       (listens)
                 Yeah, about five or six years ago.
                 Anyway, do what you can to dig up
                 your husband's old financial
                 records, look for anything out of
                 the ordinary...

     INT.  MISSING PERSONS ARCHIVE, FILE ROOM -- DAY -- MONTAGE

     Welles is back at the computer, alone, drinking coffee.
     ON THE COMPUTER: endless PHOTOS of MISSING CHILDREN.
     The PHONE CALL CONTINUES in VOICE OVER:

                             WELLES (V.O., cont)
                 Nobody really uses eight millimeter
                 film anymore, so we can assume there
                 are reasons our guys did.  First,
                 they could develop it themselves if
                 they had any sort of expertise.
                 Obviously, this isn't the kind of
                 movie you can just drop off at the
                 one-hour photo...

     INT.  WELLES' ROOM -- NIGHT -- MONTAGE

     Welles just stands, staring at the PHOTO of the GIRL.

                             WELLES (V.O., cont)
                 Second, the film that went through
                 the camera is what we've got.
                 There's no negative.  Unlike video,
                 it wasn't meant to be duplicated.
                 No reason for them to risk having
                 more than one copy of their murder
                 floating around...

     INT.  CLEVELAND BAR -- NIGHT -- MONTAGE

     Local bar.  Welles sits drinking with the archive's
     director, talking, smiling at something the director said.

                             WELLES (V.O., cont)
                 There don't seen to be many
                 fingerprints on the film itself, but
                 I'm going to have to be careful to
                 leave them intact...

     INT.  MISSING PERSON ARCHIVE, FILE ROOM -- DAY -- MONTAGE

     Welles is tired, unshaven.  He's moved on to the physical
     files, at one table, looking through HUNDREDS of MISSING
     PERSON BULLETINS.  Secretaries tend to other files. 

                             WELLES (V.O., cont)
                 It's okay for yours and your
                 husbands fingerprints to be on the
                 film, but you'll have to use me as
                 a middleman if you go to the police.
                 That way I don't have to explain why
                 my prints are on it...

     INT.  WELLES' ROOM -- DAY -- MONTAGE

     Welles sits with the PROJECTOR ON, watching the film again.

                             WELLES (V.O., cont)
                 There were three men.  Two are
                 obvious; the man in the mask and the
                 man running the camera, but I caught
                 a glimpse of a third man in a
                 mirror.  It's nothing that can be
                 used for identification, but he was
                 there, watching...

     ON THE WALL: Masked Man touches the girl's mouth, presses
     his lips to hers.  Masked Man backs away, leaving frame,
     till the CAMERA MOVES to find Masked Man standing at a table
     with THREE large BOWIE KNIFES laid out...

     Welles notices something, puts the projector on FREEZE FRAME.

                             WELLES (V.O., cont)
                 So, there were three.  They would
                 have kept it small, wouldn't have
                 let anyone in on it they didn't have
                 to.  That's all for now... except,
                 I feel I should tell you... with
                 this looking like it happened at
                 least five or six years ago...

     Welles walks to the frozen IMAGE on the wall.  It shows the
     Masked Man's hands in frame, fingering the blades.

                             WELLES (V.O., cont)
                 Well, it's not very likely we'll
                 ever find out who this girl was. 
                       (listens) 
                 I will, I'll keep trying. Goodbye.

     V.O. PHONE CALL ends with the SOUND of the PHONE HANGING UP.

     ON THE WALL: there's a DARK SPOT on Masked Man's hand, on
     the arch between his index finger and thumb.  Grainy and
     hard to make out, but looks like a small TATTOO.

     INT.  WELLES ROOM, BATHROOM -- NIGHT -- END MONTAGE

     Welles has the 8MM FILM threaded into his photo enlarger,
     projecting the IMAGE we just saw down onto the baseboard.

     He re-frames, CLOSER ON the masked Man's hand, REFOCUSING...
     the black spot is a little clearer, looks like a small STAR
     tattoo on the back of Masked Man's hand.

     INT.  MISSING PERSONS ARCHIVE, FILE ROOM -- DAY

     Welles sits hunched over the card catalog, still unshaven,
     drinking coffee, flipping through smaller PICTURES of
     MISSING CHILDREN in one drawer, one by one by one...

     Welles rolls his neck.  He looks to see the archive's
     director in the doorway.  The director nods, leaving.
     Welles gets back to it, stooped over the catalog.

                                              FADE TO BLACK:

     TITLE CARD:      three weeks later

     EXT.  OFFICE BUILDING, MISSING PERSON ARCHIVE -- DAY

     In the lot, Welles gets wearily from his car, smoking.  He
     tosses the cigarette, gets a Thermos off the front seat.

     INT.  MISSING PERSON ARCHIVE, FILE ROOM -- DAY

     Welles pulls out a card catalog drawer labeled "North
     Carolina 1992," flipping through picture cards.  The FACES
     of TEENAGERS: a happy BOY with blue eyes... a red headed
     GIRL with freckles... a ruddy faced BOY... a pretty GIRL
     with a ribbon in her hair... a black GIRL in a pink dress...
     a blonde haired BOY with curly hair...

     Welles furrows his brow.

     He backtracks to the pretty GIRL with the ribbon in her hair.

     Welles sits straight.  He reaches into his pocket, hands
     shaking a little, takes out and unfolds the PHOTO he printed
     of the girl from the snuff film.  It's her.

     Welles compares the two pictures.  She's prettier in the
     card catalog photo, but it's her.

     Welles can't believe it, looks around.  Secretaries at other
     files don't even know he's there.  Welles pulls out his
     notepad, scribbling down INFORMATION off the card...

     Writing the girl's name: "Mary Anne Matthews."


     EXT.  INTERSTATE HIGHWAY -- NIGHT

     Welles, car races past, alone on the dark freeway.

     EXT.  FAYETTEVILLE CITYSCAPE -- ESTABLISHING -- DAY

     Another small city.  Blue skies above.

     TITLE:     Fayetteville, North Carolina

     EXT.  PUBLIC LIBRARY -- ESTABLISHING -- DAY

     Suburban library.  Kids play hop-scotch in the parking lot.

     INT.  FAYETTEVILLE LIBRARY, MICROFICHE ROOM -- DAY

     Welles works the MICROFICHE MACHINE, scrolling through old
     issues of the LOCAL NEWSPAPER, finds an ARTICLE headlined
     "Search Continues for Local Teen."

     There's a PICTURE of the GIRL, Mary Anne Mathews; the same
     picture Welles found in the Missing Person Archive.

     Welles reads the article, writing on a LEGAL PAD.

                                              TIME CUT:

     NEWSPRINT SCROLLS past on the MICROFICHE MACHINE, till...
     "No Leads in Girl's Disappearance."  Same picture.
     The date at the top: "July 12, 1992."

                                              TIME CUT:

     NEWSPRINT BLURS past... stops on a page of OBITUARIES.
     Top of the page: "September 4, 1993."

     CLOSE ON: "Mathews, Robert Steven, 1948-1993."
     "Dead in an apparent suicide, Robert Mathews was discovered
     yesterday morning in the basement of..."


     EXT.  MATHEWS HOUSE, FAYETTEVILLE SUBURB -- DAY

     A tree-lined street of poor, boxy homes.  Welles' car parks
     in front of one HOUSE with a neglected lawn.

     IN THE CAR

     Welles, clean shaven, picks a CLIPBOARD with a file folder
     and his legal pad on it, thumbs pages.  He drums his
     fingers, opens the glove compartment, pulls out the car's
     registration, other papers and "Jiffy-Lube" service reports,
     uses them to pad the file.

     Welles takes a BOTTLE of COLOGNE from his pocket.  He
     considers it, opens the bottle, applies cologne to his neck.

     EXT.  MATHEWS HOUSE, FRONT PORCH -- DAY

     Welles knocks, clipboard in hand.  A sad, middle-aged woman
     answers, MRS. MATHEWS, looking through the screen door.

                             MRS MATHEWS
                 Yes... ?

                             WELLES
                       (smiles)
                 Hello, Mrs. Mathews, my name's
                 Thomas Jones, I'm a state licensed
                 investigator...

     Welles holds up his identification only long enough for Mrs.
     Mathews to see it looks official.

                             WELLES
                 I've been hired as an independent
                 contractor by the U.S. Resource
                 Center for Missing Persons as part
                 of an internal audit.  If you have
                 any time over the next few days, I'd
                 like to make an appointment to ask
                 some questions about the
                 disappearance of your daughter.

                             MRS MATHEWS
                 I don't understand, who are... ?

                             WELLES
                 I'm sorry, let me explain, the
                 R.C.M.P. is a support organization
                 and archive, not unlike the Center
                 for Missing and Exploited Children
                 in Washington.  I'm sure you've
                 dealt with them before?

                             MRS MATHEWS
                 Yes, but... 

                             WELLES 
                 These volunteer organizations are
                 sort of interconnected, functioning
                 hand in hand with law enforcement.
                 The R.C.M.P. brought me in to review
                 their investigations...
                       (holds up clipboard)
                 ... fact-check their records, see if
                 there's anything they missed,
                 anything they should be doing
                 different.  I'm here for a few days,
                 before I head back up to Virginia.
                 These reports go to the Justice
                 Department eventually.  I spoke to
                 your F.B.I. contact a few days ago,
                 uh...

     Welles pretends to look for the name on a Jiffy Lube page...

                             WELLES 
                 What was the name... ? I've got it
                 here somewhere...

                             MRS MATHEWS
                 Neil... Neil Cole.

                             WELLES
                       (pretends he found it)
                 Right, Agent Cole told me he'd call
                 and let you know to expect me.  He
                 didn't call?

                             MRS MATHEWS
                 No.

                             WELLES
                       (looking on legal pad)
                 Well, I'm following up on your
                 daughter, Mary, height; five four,
                 weight; hundred ten pounds, brown
                 eyes, blonde hair.  Born April 24,
                 1976.  Missing June 11th, 1992.  A
                 runaway, that's how she's listed.
                 Is this information correct... ?

     Mrs. Mathews stares, nods.

                             WELLES
                 I'm sorry, I know this isn't easy.
                 Is there a more convenient time... ?
                       (looks at watch)
                 Can I buy you lunch, would that be
                 alright?

     Mrs. Mathews looks him up and down.


     EXT.  DAIRY QUEEN RESTAURANT -- DAY

     Welles and Mrs. Mathews eat at a PICNIC TABLE on the patio.

                             WELLES
                 It's very important you don't let
                 this raise your expectations.  It's
                 not going to effect any ongoing
                 efforts.  All I'm saying is, please
                 know, I'm not here to create any
                 false hope.

                             MRS MATHEWS
                 They hired you.  You're like, a
                 private detective?

                             WELLES
                 That's exactly what I am.

     Mrs. Mathews chews, staring off into the distance.

                             MRS MATHEWS
                 I didn't think there were private
                 detectives anymore, except on TV.

                             WELLES
                 You probably expect me to be wearing
                 a trench coat and a hat.  Drinking
                 whiskey, chasing women and getting
                 beaten up by guys with broken noses.
                 Want to know what it's really like? 
                 It's sitting in a car and staring at
                 a hotel window for three days
                 straight, pissing in a plastic
                 bottle, pardon me, because some guy
                 thinks his wife's cheating on him.
                 Glamorous, huh?  And the guy who
                 hired you, he has a hair-lip,
                 dandruff and crooked teeth, and you
                 could have told him the minute you
                 laid eyes on him his wife's
                 cheating, and you don't blame her.

     Mrs. Mathews smiles.

                             WELLES
                 It's refreshing to actually sit down
                 and meet someone face to face,
                 someone nice like you.

     Welles smiles.  Mrs. Mathews takes out a cigarette.  Welles
     lights her, joins her in smoking, refers to his clipboard.

                             WELLES
                 So, she didn't leave a note?  She
                 never gave any indication where she
                 might go, before she left?

                             MRS MATHEWS
                 No.

                             WELLES
                 She just seemed... depressed... ?

                             MRS MATHEWS
                 She didn't seem herself.  For months
                 there never was any way to get her
                 to talk about it.  One night we went
                 to bed... the next morning she was
                 gone.  She took some clothes.

                             WELLES
                 What was she running from?

                             MRS MATHEWS
                 I don't know.

                             WELLES
                 If there's anything you feel
                 uncomfortable talking about, tell
                 me, but I have to ask.  Your
                 husband... he committed suicide?

                             MRS MATHEWS
                 Yes.

                             WELLES
                 September 4th, 1993.  About a year
                 after Mary disappeared.

                             MRS MATHEWS
                 We were divorced by then.  Things
                 fell apart... he was living with a
                 friend...

                             WELLES
                 Why do you think he did it?

                             MRS MATHEWS
                 It got to be too much for him.

                             WELLES
                 You have to forgive me, but in these
                 circumstances... with your
                 daughter...
                       (pause)
                 Were there any indications of... any
                 sort of abuse?

                             MRS MATHEWS
                 There wasn't anything like that.
                 The police and the FBI people asked,
                 but there wasn't anything happened
                 like that, never.  My husband... his
                 heart broke when Mary left...

                             WELLES
                 I didn't mean to...

                             MRS MATHEWS
                 You try going through what we did.
                 Bob couldn't take it, that's all.
                 Christ, there's times when it still
                 seems like I can't either.

                             WELLES
                 I had to ask.  I apologize.

                             MRS MATHEWS
                 No one knows what it's like.  You
                 can't even imagine how much it hurts. 

     Welles is miserable.  A few CUSTOMERS walk past, looking at
     Mrs. Mathews.  She tries not to notice then noticing.

                             MRS MATHEWS
                 People remember me from the news.
                       (pause)
                 Can you drive me back now?

                             WELLES
                 Of course. 


     INT.  MATHEWS HOUSE, MARY'S ROOM -- DAY

     Mrs. Mathews enters.  Welles follows. 

     This was the girl's room, exactly as she left it -- POSTERS
     of ACTORS on the wall, many STUFFED ANIMALS on the pink
     sheets of the carefully made bed.  Perfectly preserved.

                             MRS MATHEWS
                 This is her room.

     Welles looks around, uncomfortable.
     Shelves have PICTURES of MARY with female friends, a
     collection of CERAMIC FIGURINES of CLOWNS and ANIMALS.

                             MRS MATHEWS
                 The police made a wreck of it, but
                 I put it back exactly how it was.
                 Just how she likes it.

     Welles takes a few steps into the room, looks down at a DESK
     where there are SIX brightly wrapped GIFTS.

                             MRS MATHEWS

                 Those are for her birthday.  One for
                 every year she's missed.  They'll be
                 waiting for her when she comes back. 

     Welles is nearly overwhelmed by sadness, struggling to hide
     it.  He backs to the door, looks at his watch...

                             WELLES
                 I... I shouldn't take anymore of
                 your time.  Maybe we can finish
                 tomorrow.  I'll call tomorrow...

                             MRS MATHEWS
                 Okay.

     EXT.  MATHEWS HOUSE -- DAY

     Welles escapes to his car, climbing in.  He starts it up...

     IN THE CAR

     Welles drives, tears welling up in his eyes.  He has to pull
     over and park, wiping his tears, fighting for composure.


     INT.  WELLES' ROOM -- NIGHT

     Welles has unpacked.  He's on the bed, on his CELLULAR...

                             WELLES
                       (into phone)
                 You should be able to take a shower
                 and still have hot water left, honey.
                       (listens)
                 Call him back and tell him I said
                 so.  The goddamn thing's still under
                 warranty.
                       (listens)
                 I'm okay.  It's hard here.  It's
                 hard.
                       (listens)
                 I've got a lead I have to follow
                 through.  To be honest, I don't
                 think I'm going to get very far.
                 I miss you.  I love you.


     INT.  MATHEWS HOUSE, KITCHEN -- MORNING

     Welles sits at the kitchen table.  Mrs. Mathews makes
     coffee.  The home's decor is cheap and flowery.

                             MRS MATHEWS 
                 We weren't religious.  We never
                 forced religion down her throat,
                 like I've seen some parents do to
                 their kids.  We never made her go to
                 church.  But, after Mary was gone,
                 that's when I got religious.

     Mrs. Mathews brings two cups of coffee, sits.

                             MRS MATHEWS
                 Doesn't make much sense, does it?
                 When everything's happy, when life's
                 fine and you have every reason to
                 believe there's a God, you don't
                 bother.  Then, something horrible
                 happens... that's when you start
                 praying all the time.  That's when
                 you start going to church.

                             WELLES
                 We're all like that.

                             MRS MATHEWS
                 Are you religious?

                             WELLES
                 No.

                             MRS MATHEWS
                 You should be.

     Mrs. Mathews drinks coffee, stares into the cup.

                             WELLES
                 I've got what I need for my report.
                 There is... there is one thing that
                 bothers me though.

                             MRS MATHEWS
                 What? 

                             WELLES
                 It's not really my place, but it's
                 not easy for me to set aside the
                 private detective part of me either.
                 See, I know a little about missing
                 persons.  When kids run, they almost
                 always leave a note.  It's guilt.
                 They want to say goodbye.

                             MRS MATHEWS
                 There wasn't one.  The police looked.

                             WELLES
                 Do you think the police did a good
                 job?

                             MRS MATHEWS
                 I don't know.  I think so.

                             WELLES
                 It is possible... and I know this
                 isn't something you want to hear.
                 Your daughter may have tried to hide
                 a note where she thought you would
                 eventually find it, but where she
                 knew your husband would never find
                 it.  She might have wanted to tell
                 you something...

                             MRS MATHEWS
                 No.  You don't have any reason to
                 think that...

                             WELLES
                 If the police focused their search
                 in her room, her belongings, well
                 that'd be only natural, but they may
                 have been looking in the wrong place.

     Mrs. Mathews is getting upset.

                             MRS MATHEWS
                 How... how can you say that to me...?

                             WELLES
                 Will you let me look?

                             MRS MATHEWS
                 My husband never laid a hand on her.
                 She would have told me... she would
                 have told me...

                             WELLES 
                 You're probably right, and I
                 probably won't find anything.
                 I don't have a right to ask this,
                 and you can kick me out of your
                 house if you want, but this is my
                 profession and there's a part of me
                 that can't let it go.  Police are
                 just as human as you or I.  They
                 could have missed something.  They
                 probably didn't.
                       (pause)
                 Wouldn't you rather know?

     Mrs. Mathews thinks about it, tortured, shakes her head sadly.

                             MRS MATHEWS
                 Go ahead and look if you want.  I
                 don't care what you do.

     Mrs. Mathews gets up and walks out of the room.


     INT.  MATHEWS HOUSE -- SEARCH MONTAGE -- DAY

     -In MRS. MATHEWS' BEDROOM, Welles looks through DRESSER
      drawers, methodically, replacing everything as it was...
      searches hat boxes and shoe boxes in a CLOSET... takes
      BOOKS off SHELVES, fanning the pages, shaking them out...

     -In a BATHROOM, Welles examines the contents of a MEDICINE
      CABINET, examining old prescription bottles... opens
      CABINETS under the sink...

     -In the LIVING ROOM, Mrs. Mathews sits slumped in a chair,
      staring at a soap opera on TELEVISION, a BOTTLE of scotch
      on TV tray beside her, drink in hand.

     -In the KITCHEN, Welles stands on a chair, searches high
      CABINETS... looks through low CABINETS, on his knees, pulls
      out pots and pans... fans the pages of COOK BOOKS...

     -Welles stands in the doorway of MARY'S ROOM, just stares.
      He takes a few steps back into the HALLWAY, looks up at the
      ceiling.  There's an ATTIC DOOR there.  Welles reaches to
      the door's handle, opens it, unfolds the portable stairs...

      -In the small ATTIC, Welles uses a penlight FLASHLIGHT,
      crouched under the low ceiling, looking through dusty BOXES
      of PHOTOGRAPHS; old photos of a wedding, of grandparents...
      Welles moves to pull back dusty sheets, finds a large
      WICKER BASKET and broken BICYCLE underneath...

      Welles opens the basket, takes out BLANKETS and QUILTS
      in mothballs.  He finds a wide VELVET BOX, takes it out,
      opens its hinged lid to reveal a set of good SILVERWARE.
      He touches the tarnished silverware, lifts out the top tray.
      Underneath, resting on top of more silverware, is a DIARY.

      Welles opens the DIARY, finds written: "Mary Anne Mathews."

      Welles turns pages.  The DIARY'S about half-full of
      feminine, cursive handwriting.  After the last written
      page, a PAGE has been TORN OUT.  Welles fingers the ragged
      edge, flips through the blank pages till he comes to the
      very last page, a GOODBYE NOTE.  Welles sits and reads...

                             MARY'S VOICE (V.O.)
                       (emotionless monotone)
                 "Dear mom.  If you're reading this,
                 it means I called you from
                 Hollywood, California and told you
                 where to find my diary.  I don't
                 think I'll be able to tell you this
                 when I talk to you, so I'm writing
                 it down here.  You know I haven't
                 been happy for a long, long time.
                 For a long time now dad's been doing
                 things I couldn't tell you.  He's
                 been touching me and it's getting
                 worse.  I can't stay anymore.  I
                 know you and I haven't always gotten
                 along sometimes, but please don't
                 blame yourself.  There isn't
                 anything you can do.  I'm going to
                 make a whole new life in California.
                 Maybe someday you'll see me on TV or
                 in magazines.  Don't worry about me.
                 Love, Mary Anne."

     INT.  MATHEWS HOUSE, HALLWAY OUTSIDE MARY'S ROOM -- DAY

     Welles shuts the attic door, takes the DIARY from his
     pocket, hides it in his waistband at the small of his back.

     INT.  MATHEWS HOUSE, LIVING ROOM -- DAY

     Welles enters.  Mrs. Mathews looks up from the TV.

                             WELLES
                 You were right.
                       (pause)
                 I didn't find anything.  I'm going
                 to run and get something to eat.
                 Are you hungry?

                             MRS MATHEWS
                 Yes.


     INT.  COPY SHOP -- LATE DAY

     Welles uses a self-serve COPY MACHINE, flattening the DIARY
     on the glass, photocopying the DIARY as quickly as he can.


     INT.  MATHEWS HOUSE, LIVING ROOM -- NIGHT

     Welles sits picking at fast food in front of him.  Mrs.
     Mathews' food isn't even unwrapped. 

     She's numb from her drink, watching a GAME SHOW, smoking. 

                             WELLES
                 Do you ever consider... do you
                 realize that Mary may never come
                 back?

     Mrs. Mathews looks to Welles, looks back at the TV.

                             MRS MATHEWS
                 I think about it everyday.  But,
                 every time the phone rings... every
                 single time, I still think it's her.

                             WELLES
                 It's been six years.

                             MRS MATHEWS
                 What am I supposed to do?  Forget
                 her?  Time heals all wounds, right?
                       (misery building)
                 She's all I think about, and I've
                 learned to live with that.  But, you
                 want the truth... the real truth?
                 If I had a choice... if I had to
                 choose, between her being out there,
                 living a good life and being happy,
                 and me not knowing; never finding
                 out what happened to her...
                       (pause)
                 ... or her being dead and me
                 knowing...
                       (pause)
                 I'd choose to know.

     Mrs. Mathews stares into the TV, wipes tears.
     Welles takes a deep breath and holds it.  He watches her a
     long moment, motionless.  Finally he stands, voice unsteady.

                             WELLES
                 Excuse me, I have to use your
                 bathroom.

     INT.  MATHEWS HOUSE, HALLWAY OUTSIDE MARY'S ROOM -- NIGHT

     Welles comes to the attic door, quietly pulls it open.

     INT.  MATHEWS HOUSE, ATTIC -- NIGHT

     Welles uses his penlight, digs out the DIARY from the hiding
     place in his waistband, replaces it in the box of
     silverware, closes the box.

     INT.  MATHEWS HOUSE, MARY'S ROOM -- NIGHT

     Welles enters, takes a PICTURE FRAME off one shelf, opens
     the back and takes out the PHOTO of MARY from inside.

     INT.  MATHEWS HOUSE, LIVING ROOM -- NIGHT

     Mrs. Mathews still gazes into the TV.  Welles passes the
     doorway, not looking in, heading to the front door, opening
     the door and walking out...

     Mrs. Mathews doesn't even notice, doesn't look up.

     EXT.  MATHEWS HOUSE -- NIGHT

     Welles crosses the front lawn, not looking back, heading to
     the street, getting into his car, starting his car, doing a
     U-turn, driving away down the street.


     EXT.  FAYETTEVILLE AIRPORT, LONG TERM PARKING -- MORNING

     Welles' boxes of belongings are piled in the back seat of
     his car.  Welles covers them with a blanket, shuts the door.

     Welles opens the trunk of his car, pulls back the carpeting.
     He opens the brown BRIEFCASE.  The briefcase is full of
     CASH, about $10,000, twenties and fifties in bundles.

     Welles transfers half the money into a carry-on bag, shuts
     the briefcase, covers it, closes the trunk.


     INT.  AIRPLANE, COACH -- NIGHT -- MONTAGE

     The cabin's half-full, dark.  Passengers sleep.  Under the
     only illuminated reading light, Welles reads the PHOTOCOPIED
     DIARY.  MARY'S VOICE is a again a flat monotone...

                             MARY'S VOICE (V.O.)
                       (as Welles reads)
                 "Dear diary.  I have a big math test
                 tomorrow.  I have to get better
                 grades.  How come everybody does
                 better than me?  Kathy doesn't even
                 study and she gets B's.  Two boys
                 got in a fight after school today.
                 One boy knocked the other boy's
                 tooth out, at least that's what it
                 looked like.  His nose and mouth
                 were bleeding all over the place..."

     EXT.  LOS ANGELES INTERNATIONAL AIRPORT -- MORNING -- MONTAGE

     An airplane ROARS downwards, heading in for a landing.

     EXT.  LA CITYSCAPE -- ESTABLISHING -- DAY -- MONTAGE

     An ugly city.  "HOLLYWOOD" sign on the smoggy horizon.

     EXT.  HOLLYWOOD HOTEL -- DAY -- MONTAGE

     A cheap, stucco hotel in a wounded Hollywood neighborhood.

     INT.  HOLLYWOOD HOTEL -- DAY -- MONTAGE

     Welles' suitcase is open on the bed.  Welles sits in a chair
     with his feet up, sweating in the heat, reading the DIARY.

                             MARY'S VOICE (V.O.)
                       (as Welles reads)
                 "... We're reading The Great Gatsby
                 in English class.  It's the story of
                 this guy who has lots of fancy
                 parties and all his friends come
                 around and party with him, but later
                 when he dies nobody comes to his
                 funeral.  Someone said there's a
                 movie about it, but I looked in the
                 video store and it wasn't there."

     Welles flips pages, further back in the DIARY...

                             MARY'S VOICE (V.O.)
                       (as Welles reads)
                 "Dear diary.  I started my first job
                 last week working part time at Price
                 Mart department store..."

     INT.  LOS ANGELES BANK, SAFE DEPOSIT VAULT -- DAY -- MONTAGE

     Welles and a BANK EMPLOYEE both put keys into a SAFE DEPOSIT
     BOX, unlocking it and sliding out the metal drawer.

                             MARY'S VOICE (V.O., cont)
                 "... The people I work with are all
                 old and fat.  All they live for is
                 their next coffee break so they can
                 smoke..."

     INT.  BANK, PRIVACY BOOTH -- DAY -- MONTAGE

     Welles is alone, opens the empty safe deposit drawer, takes
     the 8MM FILM from his pocket and puts it in the drawer.

                             MARY'S VOICE (V.O., cont)
                 "... They eat lunch at the snack
                 counter.  Hot dogs and soft
                 pretzels.  Nachos with that orange
                 cheese that comes out of a pump.  I
                 don't know what I'd do if I'm still
                 working there when I get old..."

     EXT.  YOUTH HOSTEL -- ESTABLISHING -- DAY -- MONTAGE

     A large NEON CROSS identifies this HOSTEL in mid-Hollywood.

                             MARY'S VOICE (V.O., cont)
                 "... I want to be a singer or an
                 actress.  I know it's a stupid
                 dream, but I know I can do it if I
                 get a chance..."

     INT.  YOUTH HOSTEL -- DAY -- MONTAGE
 
     Welles talks to the MAN behind the counter, shows the
     PICTURE of MARY taken from Mrs. Mathews' house.

                             MARY'S VOICE (V.O., cont)
                 "... Everyone's always telling me
                 how pretty I am.  I don't think I
                 am.  When I look in the mirror I
                 wonder who they're talking about."

     The MAN behind the counter shakes his head.

     INT.  HOMELESS SHELTER -- DAY -- MONTAGE

     A run-down shelter.  Welles shows the PICTURE of MARY to the
     PROPRIETOR, explaining.  The proprietor shakes his head.

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  I went out with Bob
                 today, the cute boy in my science
                 class.  He took me to a movie..."

     EXT.  YWCA, LIVING QUARTERS -- DAY -- MONTAGE

     Welles continues his trek, standing in the dank hallway of
     a YWCA DORMITORY, showing the PICTURE to a COUNSELOR.

                             MARY'S VOICE (V.O., cont)
                 "... It was the middle of the day,
                 but we held hands.  I think he likes
                 me.  I really like him.  He has
                 black hair and grey eyes..."

     EXT.  LA FREEWAY -- DUSK -- MONTAGE

     Welles sits in his rental CAR, in a massive TRAFFIC JAM.

                             MARY'S VOICE (V.O., cont)
                 "... He opened the car door for me
                 and paid for the movie.  When he
                 took me home he said we should go
                 out again soon.  I hope he calls..."

     EXT.  HOLLYWOOD, RED LIGHT DISTRICT -- NIGHT -- MONTAGE

     Welles drives, looking out the windshield...
     at decaying "PEEP SHOWS," an "ADULT BOOKSHOP" and "SEX SHOP."

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  Janet says she slept
                 with her boyfriend.  I can't believe
                 it.  She says they did it last
                 weekend while her parents were out
                 of town..."

     EXT.  HOLLYWOOD, SUNSET BOULEVARD -- NIGHT -- MONTAGE

     Welles drives, watching overweight PROSTITUTES and tall,
     muscular TRANSVESTITES prowling the sidewalks in mini-skirts
     and stained, tight spandex pants.

                             MARY'S VOICE (V.O., cont)
                 "... She said she liked it, but she
                 didn't seem too happy.  She didn't
                 tell me many details.  She said he
                 used a condom."

     EXT.  SANTA MONICA BOULEVARD -- NIGHT -- MONTAGE

     Teenaged MALE PROSTITUTES hang out in front of a PIZZA
     PARLOR.  A few have their shirts off, crewcut and muscular.

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  If I save enough money
                 to go to community college maybe I
                 can get good enough grades for a
                 scholarship somewhere else..."

     EXT.  HOLLYWOOD BOULEVARD -- DAY -- MONTAGE

     A tribe of HOMELESS TEENAGERS sits on the sidewalk in front
     of SOUVENIR SHOPS.  They beg money off pedestrians.

                             MARY'S VOICE (V.O., cont)
                 "... I've never been anywhere else.
                 I don't think mom wants to let me
                 go.  Every time I try to talk about
                 it she says it'll cost too much or
                 she changes the subject."

     EXT.  CHURCH, SOUP KITCHEN -- DAY -- MONTAGE

     A long line of HOMELESS PERSONS trails out the door.  Welles
     stands out front, showing the PICTURE to a VOLUNTEER with a
     broom, and a PRIEST...

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  Something terrible
                 happened today when dad and I were
                 alone.  I can't tell anyone.  I feel
                 sick.  What did I ever do to make
                 this happen to me?"

     The volunteer and priest can't help.  Welles is weary,
     futility beginning to wear on him, walks to his car...

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  My stomach hurts all
                 the time.  I just want to go to
                 sleep and never wake up.  I want to
                 get out of my head and stop hearing
                 myself think."

     INT.  WELLES' RENTAL CAR -- IN MOTION -- NIGHT -- MONTAGE

     Welles smokes, driving, blankly watching the road ahead...

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  Grandma fell and broke
                 her leg last week.  We drove down to
                 visit her in the hospital.
                 Hospitals smell like dead people."

     EXT.  FREEWAY -- HELICOPTER SHOT -- NIGHT -- CONTINUOUS

     FOLLOW Welles' car speeding along...

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  It's happening all the
                 time now.  There s nothing I can do.
                 I'm all alone.  Everything is bad.
                 I used to have lots of dreams and
                 I'd remember them when I woke up,
                 but that doesn't happen anymore."

     PULL BACK: still FOLLOWING WELLES' CAR, over the FREEWAY...

                             MARY'S VOICE (V.O., cont)
                 "Dear diary.  If I can get to
                 California, I'll be okay.  I've got
                 money saved.  I can work as a
                 waitress till I get something
                 better.  Billy says he and his
                 family went to California once on
                 vacation.  He says it never rains.
                 They stayed near the beach and he
                 went swimming in the ocean..."

     CONTINUE TO PULL BACK -- till Welles' car is very, very far
     below -- REVEALING the staggering size of the City of Los
     Angeles, where the lights go on forever and forever.

     INT.  WELLES' ROOM -- NIGHT -- MONTAGE

     Welles is seated, elbows on his knees, reading the DIARY...

                             MARY'S VOICE (V.O., cont)
                 "... I hope I can be an actress.  I
                 hope I can be happy.  I'll probably
                 have to go to acting school.  I wish
                 I knew someone who lived there.
                 I'll miss my friends, but at least
                 I'll be far away where no one can
                 ever find me."

     Welles has come to the end of the writing in the DIARY.  The
     next PHOTOCOPIED PAGE shows an image of the TORN RAGGED EDGE
     of the diary's missing page.


     EXT.  VIDEO PORN SHOP -- DAY

     Welles enters this "ADULT VIDEO" storefront.

     INT.  VIDEO PORN SHOP -- DAY

     The CLERK is a sleazy forty-year-old man with rings in his
     pierced nose and lips, behind a counter by the door.  He
     watches Welles pass.

     Welles looks around, uncomfortable.  A few of the other
     CUSTOMERS, all men, sneak glances at Welles.  Display
     shelves run floor to ceiling, full of hundreds of shrink-
     wrapped XXX PORNO TAPES.  Welles pretends to browse.

     Handmade signs above each section identify content: "ANAL,"
     "BIG TITS," "CUMSHOTS," "BONDAGE and FETISH," etc...

     Welles looks back at the clerk, who stares at Welles.
     Welles feels obligated to pick up a box and act like he's
     considering it.  He glances at other customers.

     Each man keeps his eyes forward on the pornography.  One guy
     has his arms full of about ten videos.

     Welles puts the tape back, walks to the front counter.  The
     clerk watches him the whole time.

                             WELLES
                 Is this pretty much it?

     The clerk just stares at Welles.

                             WELLES
                 Just... just videos?

                             PIERCED CLERK
                 What are you looking for?

     Welles considers, decides to leave, exiting...

                             WELLES
                 Nothing.

                             PIERCED CLERK
                 Fuck-head.


     INT.  ADULT BOOKSTORE -- DAY

     Welles comes in through the blacked-out door.  This place is
     larger than the last.  TWO CLERKS are behind the counter.
     One clerk's pricing porn, the other, MAX, 25, reads a porno-
     novel.  Max has long hair, colorful tattoos covering his
     forearms, has a HIGHLIGHTER MARKER in his mouth.

     Welles browses.  There's a huge video bargain bin.  Walls
     are covered in videos, sex toys, inflatable women, etc. 

     CUSTOMERS, again all wary males, follow proper porn-shop
     etiquette; look at the porn, not your fellow shopper.

     There are "PEEP SHOW" booths in the back.  A MAN looks
     around, trying to be nonchalant, sweating profusely,
     slipping behind one curtain.

     Welles pretends to read the packaging on a triple-pack of
     dildos, looks towards the front...

     Behind the register, Max takes a look to make sure the other
     clerk is busy, takes the cap of his Highlighter pen and
     highlights a section in the book he's reading.

     Welles notes this.  He goes to the substantial MAGAZINE
     RACK, picks up a porn tabloid, pages through it.  He selects
     sex MAGAZINES and NEWSPAPERS, choosing about twenty-five.

     Welles takes this pile up to Max, gets out his wallet.  Max
     starts ringing everything up.

                             MAX
                 Big date tonight?

                             WELLES
                       (embarrassed)
                 Yeah... guess so.

                             MAX 
                 Can I interest you in a battery
                 operated-vagina?

                             WELLES
                 Pardon me?

                             MAX
                 My boss tells me I have to do more
                 suggestive selling.

                             WELLES 
                 Well, it's tempting, but no thanks.

                             MAX
                 It's your call, but you're gonna be
                 sorry when you're in one of those
                 everyday situations that call for a
                 battery-operated vagina and you
                 don't have one.

                             WELLES
                 I'll risk it. 

     Max shoves everything into a bag and hands it over.

                             MAX
                 Thank you for shopping at Adult
                 Bookstore.  Have a nice day.

     Welles takes the bag.  Max returns to his book.  Welles is
     leaving, but stops at the end of the counter.

                             WELLES
                 What are you reading?

     Max holds up the book, "ANAL SECRETARY."

                             MAX
                 Once you pick it up you can't put it
                 down.

                             WELLES
                 Catchy title.  What are you really
                 reading?
                       (off Max's look)
                 Hard to believe that book's got any
                 parts worth highlighting.

     Max takes a glance at the other clerk, opens the pages of
     the book and shows it to Welles.  "Music for Chameleons."

                             WELLES
                 Truman Capote.

                             MAX
                 I tear off the cover and paste this
                 one on...
                       (nods towards clerk)
                 You know how it is.

                             WELLES
                 Wouldn't want to embarrass yourself
                 in front of your fellow perverts.

                             MAX
                       (smiles, shrugs)
                 Might get drummed out of the
                 pornographer's union, and then where
                 would I be?

     Another CUSTOMER clears his throat, waiting at the register.
     Max turns to help him.  Welles heads out.


     INT.  WELLES' ROOM -- NIGHT

     Welles is at a table, porn publications spread out before
     him, looking through the back of a PORNO TABLOID...

     Turning pages of HARDCORE ADVERTISEMENTS: "Adults Only,"
     "She Male Films," "Amateur Sex Videos," "Women and
     Animals -- you've got to see it to believe it..."

     Welles moves on to the next MAGAZINE, turning to the back,
     again, page after page: "Watersports and Fisting
     Specialists," "100's of Anal Films," "Asian Sex..."

     HUNDREDS of 900 NUMBER ads with naked women urging callers
     to pick up the phone.  EROTIC CLASSIFIEDS; hundreds of
     amateur photos of naked men and women with faces and
     genitalia blacked over... "Men Seeking Women," "Women
     Seeking Women", "Men Seeking Men," "Transvestites..."

     It is endless.  More CLASSIFIEDS: "Sex Slaves Wanted,"
     "ACTRESSES WANTED," "Underground Films," "SPECIALTY FILMS
     OFFERED," "S+M and BONDAGE," "Fetish Videos."

     Welles leaves it, overwhelmed, goes to lay down on the bed.
     He picks up his cellular phone, dialing.

                             WELLES
                       (into phone)
                 Hi, honey, how are you?  How's Cindy?
                       (listens)
                 The way it's going I'm about ready
                 to pack my bags...

     INT.  NONDESCRIPT ROOM -- NIGHT -- CONTINUOUS

     In a dark room, we don't know where, a DARK FIGURE of a MAN
     is silhouetted.  He wears HEADPHONES, listening...

                             WELLES' VOICE (V.O.)
                       (through headphones)
                 ... I've got a feeling the person
                 I'm looking for came out here and
                 got swallowed up by the place.

                             AMY'S VOICE (V.O.)
                       (through headphone)
                 Come back now. Just drop it and
                 come back...

                             WELLES' VOICE (V.O.)
                       (through headphone)
                 I would if I could.  I'll be home
                 soon, believe me.  It won't be long.

                             AMY'S VOICE (V.O.)
                       (through headphone)
                 I miss you.

     INT.  WELLES ROOM -- NIGHT -- CONTINUOUS

     Welles shuts his eyes, still on the cellular...

                             WELLES
                       (into phone)
                 I miss you too.  I love you very
                 much.  Give Cinderella a kiss for me
                 and tell her I love her, alright?
                       (listens)
                 Goodnight.


     INT.  ADULT BOOKSTORE -- DAY

     Max is at the register.  A crewcut WOMAN in overalls works
     behind the counter with him.  Welles approaches.

                             WELLES
                 Remember me?

                             MAX
                 Came back for that battery-operated
                 vagina, right?  Told you you would.

     Welles shows his IDENTIFICATION, lets Max get a good look.

                             WELLES
                 I need some information.  Thought
                 you might be able to help.

                             MAX
                       (of identification)
                 Thomas Welles.  Nice picture.

     Welles takes out an ENVELOPE, puts it on the counter.

                             WELLES
                 I'll be outside having a cigarette.

     Welles leaves.  Max watches him go.  Max opens the envelope,
     takes out two fifty dollar bills, pockets them.

                             MAX
                       (to other clerk)
                 Cover me, Beth.  I'm taking a break.

     EXT.  ADULT BOOKSTORE -- DAY

     Welles stands down the sidewalk, smoking.  Max comes out
     from the porn shop, walks to Welles, looking around.

                             MAX
                 I don't know what you're looking
                 for, mister, but so we're clear from
                 the start, I'm straight.

                             WELLES
                 Good for you.

     Welles and Max walk down the block, past HOMELESS MEN with
     shopping carts overflowing with junk.

                             WELLES
                 How long you been working there?

                             MAX
                 Three, four years.

                             WELLES
                 What's your name, if you don't mind
                 me asking? 

                             MAX
                 Max.

                             WELLES
                 Well, here's the deal, Max.  This
                 thing I'm on right now has something
                 to do with underground pornography.
                 Stuff that's sold under the counter,
                 illegally...

                             MAX
                 There's not much illegal.

                             WELLES
                 Well, whatever there is, whoever's
                 dealing, however it's done, I want
                 to know.  I want a good look, so if
                 you've got that kind of connection,
                 great.  If not, speak now.

                             MAX
                 You're not a cop, are you?  If I ask
                 and you are, you have to tell me.

                             WELLES
                 I'm not a cop.

                             MAX
                 You're a private eye.  Like Shaft.

                             WELLES
                 Not quite.

                             MAX
                 From Pennsylvania.  P.I. from PA.
                 What are you doing out here?

                             WELLES
                 Well, there's the thing; you're not
                 gonna know anything about what I'm
                 doing, but you can make some money.

                             MAX
                 How much?

                             WELLES
                 How much do you make now?

                             MAX
                 Four hundred a week, off the books.

                             WELLES
                 Okay, let's pretend I live in the
                 same fantasy world where you make
                 four hundred a week in that dump.
                 I'll give you six hundred for a few
                 days. 

                             MAX
                 Sounds good, pops.

                             WELLES
                 Here's my number if you need it...
                       (writes on scrap paper)
                 When can you start?

                             MAX
                 Tomorrow night, I get off at eight.

                             WELLES
                 See you then.  Oh, and, don't call
                 me "pops."

     Welles walks away. 


     INT.  WELLES ROOM -- NIGHT

     Welles sleeps, despite the stead SOUND of TRAFFIC racing by
     his window.  The PHONE RINGS, waking him.  Welles looks at
     the clock radio, 2:23am, reaches to answer the phone...

                             WELLES
                       (into phone)
                 ... Hello... ?

                             MAX (V.O.)
                       (from phone)
                 Wake up, pops.  Your education
                 begins tonight.

     EXT.  DOWNTOWN -- NIGHT

     Against the backdrop of downtown LA's bright skyscrapers,
     Welles' rental car heads into the lower bowels of the city,
     smaller, older, darker buildings...

     EXT.  DOWNTOWN STREETS -- NIGHT

     The only people on the street are HOMELESS and SHADY
     CHARACTERS.  Welles' car makes its way to a big deserted
     PARKING LOT.  There are a few cars parked in one corner.

     Welles parks near the other cars and gets out.  Max stands
     against a chain link fence.  Welles goes to meet him.

                             MAX
                 Come on.

     Max leads the way, across the lot, towards dark alleyways.

     EXT.  DOWNTOWN ALLEYWAY -- NIGHT

     Max and Welles move through this filth strewn alley between
     decaying brink buildings.  They cone to a STAIRWELL leading
     down to pitch dark...

     INT.  OLD BUILDING -- NIGHT

     Max enters through a crooked door, heads into a narrow,
     labyrinth hallway lit by bare bulbs.  Welles follows.

     They come to another STAIRWAY leading down.  At the bottom,
     a thick-necked GOON stands guarding double doors. 

                             GOON
                 Are you a law enforcement agent or
                 in any way affiliated with law
                 enforcement?

                             MAX
                 Fuck you, Larry.

     Max heads to the double doors, waits for Welles.

                             GOON
                       (to Welles)
                 Are you a law enforcement... ?

                             WELLES
                 No.

     INT.  BASEMENT -- NIGHT

     Max and Welles enter through the double doors, into a kind
     of small, underground porn flea market.  It's incredibly
     quiet.  About fifteen CARD TABLES are set up in rows.  The
     MEN behind the tables and the thirty or so "CUSTOMERS"
     looking through the merchandise make those in the previous
     porn shops look like high society.

     These are MIDDLE-AGED MEN, most balding, some with pot
     bellies, in shorts and tube socks, in sweatpants and Members
     Only jackets: plain men, but with a look of desperation in
     their eyes, glancing around nervously, greasy and afraid.

                             ONE DEALER
                 We're shutting down in fifteen
                 minutes.  Fifteen minutes.

     Welles makes his way to the tables, wary.  One table is
     covered in dirty cardboard boxes, filled with HUNDREDS of
     PHOTOS of young children, mostly boys, naked.  Each photo is
     wrapped in plastic, censored by masking tape.

     Welles swallows back disgust.

     The next table is piled high with used pornographic
     MAGAZINES.  There are baggies with COLORFUL PILLS laid out.
     X-rated Polaroids wrapped in rubberbands.

     Max follows behind, unaffected, smokes a cigarette.

     Another table offers VIDEO TAPES with no identifying marks
     other than hand written labels with numbers written out,
     "two," "sixteen," "five."  And many bootleg VIDEOS with
     grainy, homemade labels showing WOMEN in extreme BONDAGE.

     Welles watches out the corner of his eye as the PLUMP MAN
     beside him pays for a thick stack of kiddie porn pictures.
     Welles waits till the man moves on, addresses the angry
     looking DEALER who's counting money.

                             WELLES
                       (points to numbered videos)
                 What are these?

                             ANGRY DEALER
                 Mixed hard bondage.  Rape films.
                 Sick shit.  Buy five, get one free.

     Welles looks around, wipes sweat off his top lip.

                             WELLES
                 Anything harder?

                             ANGRY DEALER
                 There's nothing harder.

                             WELLES
                 Snuff?

                             ANGRY DEALER
                 What you see is what I got, mister.

                             WELLES
                 You know where I can get it?  I have
                 a lot of money to spend.

                             ANGRY DEALER
                 There ain't no such thing as snuff.
                 Why don't you fuck off? 

     The dealer sits and keeps counting cash.
     Welles moves on Beyond the tables there's a CURTAINED
     DOORWAY.  Welles walks to it, enters...

     INSIDE THE CURTAIN

     Folding chairs face a SCREEN.  A PROJECTOR shows a silent
     movie; a BUXOM WOMAN in nurses uniform prepares an enema bag
     and tube.  A hairy, overweight MAN lays face down on an
     examination table, naked, arms tied behind his back.

     In the darkness, a MAN shifts in his chair, grunting,
     obviously masturbating.  A few chairs away, a man is bent
     over, moving his head in the lap of SOMEONE in a BLONDE WIG.

     A LARGE MAN approaches Welles from the dark.

                             LARGE MAN
                 You have to pay to come in here. 

     Welles backs away, shuts the curtain.


     INT.  ALL-NIGHT COFFEE SHOP -- NIGHT

     Not many people in the place.  Welles drinks coffee.  Max
     eats a huge breakfast.

                             MAX
                 You've got Penthouse, Playboy,
                 Hustler, etc.  Nobody even considers
                 them pornography anymore.  Then,
                 there's mainstream hardcore.  Triple
                 X.  The difference is penetration.
                 That's hardcore.  That whole
                 industry's up in the valley.
                 Writers, directors, porn stars.
                 They're celebrities, or they think
                 they are.  They pump out 150 videos
                 a week.  A week.  They've even got
                 a porno Academy Awards.  America
                 loves pornography.  Anybody tells
                 you they never use pornography,
                 they're lying.  Somebody's buying
                 those videos.  Somebody's out there
                 spending 900 million dollars a year
                 on phone sex.  Know what else?  It's
                 only gonna get worse.  More and more
                 you'll see perverse hardcore coming
                 into the mainstream, because that's
                 evolution.  Desensitization.  Oh my
                 God, Elvis Presley's wiggling his
                 hips, how offensive!  Nowadays,
                 Mtv's showing girls dancing around
                 in thong bikinis with their asses
                 hanging out.  Know what I mean?  For
                 the porn-addict, big tits aren't big
                 enough after a while.  They have to
                 be the biggest tits ever.  Some porn
                 chicks are putting in breast
                 implants bigger than your head,
                 literally.  Soon, Playboy is gonna be
                 Penthouse, Penthouse'll be Hustler,
                 Hustler'll be hardcore, and hardcore
                 films'll be medical films.
                 People'll be jerking off to women
                 laying around with open wounds.
                 There's nowhere else for it to go.

                             WELLES
                 Interesting theory.

                             MAX
                 What you saw tonight, we're not
                 talking about a video some dentist
                 takes home over the weekend.  We're
                 talking about stuff where people get
                 hurt.  Specialty product. 

                             WELLES
                 Child pornography.

                             MAX
                 There's two kinds of specialty
                 product; legal and illegal.  Foot
                 fetish, shit films, watersports,
                 bondage, spanking, fisting, she-
                 males, hemaphrodites... it's beyond
                 hardcore, but legal.  This is the
                 kind of hardcore where one guy's
                 going to look at it and throw up,
                 another guy looks at it and falls in
                 love.  Now, with some of the S+M and
                 bondage films, they straddle the
                 line.  How are you supposed to tell
                 if the person tied up with the ball
                 gag in their mouth is a consenting
                 or not?  Step over that line, you're
                 into kiddie porn.  Rape films, but
                 there aren't many.  I've never seen
                 one.

                             WELLES
                 Snuff films.

                             MAX
                 I heard you asking.  That guy wasn't
                 yanking you around.  There's no such
                 thing.

                             WELLES
                 What other ways are there to get
                 illegal films?  Who do you see?

                             MAX
                 First of all, basement sales like
                 tonight aren't gonna last much
                 longer.  It's too risky, one, and
                 two, everything's going on the
                 internet.  Anyone with a computer
                 and enough patience can find
                 anything he wants.  It's heaven for
                 those degenerate chicken-hawks.
                 They're swapping pictures back and
                 forth as fast as their modems can
                 zap 'em.  But, there's still some
                 weird shit under the counter where
                 I work sometimes.  No one knows where
                 it comes from.  That's local
                 underground, where information
                 spreads by word of mouth.  Those are
                 zombies, hardcore junkies.  Their
                 hands are permanently pruned.  They
                 go out in the sun they don't burn,
                 they blister.  Other than that, all
                 I know about is the mail.
                 Classified ads in the paper with
                 hidden codes.  Secret couriers.
                 Credit card orders to dummy
                 corporations.  Interstate wire
                 transfers.  Revolving P.O. boxes.
                 But, if you're asking me who do you
                 go to to get illegal shit... who
                 knows?  That's the whole point --
                 the seller stays as far away from
                 the buyer as possible, and vice
                 versa, and cops can't trace the
                 deal.  There's ways to do it so
                 nobody knows who anybody is.

     Welles watches Max eat.

                             WELLES
                 How old are you?

                             MAX
                 Twenty-five.

                             WELLES
                 Where are your parents?

                             MAX
                 I don't know, where are yours?

                             WELLES
                 I don't mean any offense... but what
                 are you doing mixed up in all this?

                             MAX
                 I'm not mixed up in anything,
                 hayseed.  What are you talking about?

                             WELLES
                 You just strike me as smart enough
                 to be doing something else.

                             MAX
                 Yeah, I'm a real genius.  What
                 choices have I got?  Fuck, just
                 because I know about stuff like
                 tonight doesn't mean I deal it.  I
                 work a job.  It beats pumping gas,
                 beats making hamburgers.

                             WELLES
                 You're telling me it doesn't get to
                 you?

                             MAX
                 You can't sit there all day watching
                 the parade of losers that comes into
                 that place without going numb.  So
                 what? 
                 Am I gonna go off and be a race car
                 driver?  Go to Harvard?  Run for
                 President?  What about you, pops?

                             WELLES
                 What about me?

                             MAX
                 I see a ring on your finger.  You
                 have any kids?

                             WELLES
                 A daughter.

                             MAX
                 So, you have a wife and kid waiting
                 for you in Pennsylvania... what are
                 you doing mixed up in all this?

                             WELLES
                 Good question.

     EXT.  ALL NIGHT COFFEE SHOP -- NIGHT

     Max and Welles comes out to the sidewalk, talking.

     ACROSS THE STREET

     INSIDE A PARKED CAR, through the windshield, SOMEONE watches
     Max and Welles say goodnight.  Max walks to a waiting taxi.

     It's the sinister lawyer watching, LONGDALE, the late Mr.
     Christian's attorney, watching Welles go to his rental car.


     INT.  WELLES' ROOM -- NIGHT -- MONTAGE

     Welles is seated, PROJECTOR RUNNING, watching the 8MM film.

     The last of the film makes its way through, threading out.
     The take-up reel spins, the film's tail flapping...

     Welles stares at the blank white square of light projected
     onto the wall.  CELLULAR PHONE is HEARD RINGING...

     Welles finally looks to the projector, turns it off.  The
     PHONE'S RINGING.  Welles goes to sit on the bed, looking at
     the cellular phone on the bedside table.  RINGING...

     Welles lets it RING.  RINGING... RINGING... till it finally
     stops.  Welles lays back on the bed and shuts his eyes.


     INT.  CHRISTIAN HOUSE, MR CHRISTIAN'S OFFICE -- DAY

     Mrs. Christian is behind the desk, surrounded by BOXES of
     BANK RECORDS and FINANCIAL STATEMENTS, on the PHONE. 

                             MRS CHRISTIAN
                       (into phone)
                 My husband had five cash accounts he
                 used to temporarily hold stock
                 profits.  Between November of 1991
                 and March of 1992, he wrote one
                 check out to cash from each account.
                 He wrote these himself...

     INT.  PHONE BOOTH, HOLLYWOOD -- DAY -- CONTINUOUS

     Welles is in the booth, listening...

                             WELLES
                       (into phone)
                 Okay...

                             MRS CHRISTIAN (V.O.)
                       (from phone)
                 My husband never dealt with money
                 personally, certainly not cash.

                             WELLES
                 I'm not positive this means anything.

                             MRS CHRISTIAN (V.O.)
                 The checks were for odd amounts...

     INT.  MR CHRISTIAN'S OFFICE -- DAY -- CONTINUOUS

     Mrs. Christian has the amounts written out on paper.

                             MRS CHRISTIAN
                       (into phone)
                 One was for two hundred thousand,
                 one dollar and thirteen cents.
                 Another was for three hundred
                 thousand, six hundred fifty four
                 dollars and seventy six cents...

                             WELLES (V.O.)
                       (from phone)
                 Okay, I follow you so far...

                             MRS CHRISTIAN
                 Totalled together, these five checks
                 from five different accounts, they
                 equal one million dollars.

     INT.  PHONE BOOTH -- DAY -- CONTINUOUS

                             WELLES
                       (into phone)
                 You're joking.

                             MRS CHRISTIAN (V.O.)
                       (from phone)
                 To the penny.  Exactly one million
                 dollars in cash. 

     Welles considers this, lost in thought.

                             MRS CHRISTIAN (V.O.)
                 Hello... ?

                             WELLES
                 I'm here.

                             MRS CHRISTIAN (V.O.)
                 Do you think the film could have
                 cost that much?

                             WELLES
                 For a human life... murder on film,
                 no statute of limitations.  Who
                 knows?  It sure could have.  I'd
                 like you to overnight me a copy of
                 those checks, then put them in a
                 safe deposit box. 

                             MRS CHRISTIAN (V.O.)
                 Okay.

                             WELLES
                 Send it to me through the post
                 office like we arranged.  No return
                 address.  You dug this up all by
                 yourself?

                             MRS CHRISTIAN (V.O.)
                 You told me to look, so I looked.

                             WELLES
                 You're one hell of a detective, Mrs.
                 Christian.


     EXT.  MISSION YOUTH HOSTEL -- DAY

     TEENAGERS work cleaning this large DORMITORY, sweeping and
     mopping the floor, making the bunk beds, washing windows.
     Welles stands with an elderly, black NUN in plain clothing.

                             WELLES
                 Her name was Mary Anne Mathews.

     Welles hands the woman the PICTURE of MARY.  The woman puts
     on her glasses, looks at the picture... looks at Welles.

                             NUN
                 Yes... I remember Mary

                             WELLES
                 You... you do?  You're sure?
                 Please, Sister, will you take
                 another look, make sure... 

                             NUN 
                      (examines picture)
                 Yes.  I remember her.

     INT.  MISSION YOUTH HOSTEL, STORAGE AREA -- DAY

     In a basement corner, Welles watches as the nun uses keys to
     open the door of a chain-link STORAGE CAGE.  The cage is
     full of junk, BOXES, LAMPS, stacks of CHAIRS.

                             NUN
                 She lived here for only about a
                 month, if I recall correctly.  She
                 didn't return one night.  She never
                 came back.  I didn't know what to
                 think...

     The nun enters the cage, pushes old BOXES out of her way,
     looks up a cob-web covered METAL SHELVES.

                             NUN
                 Do you know what happened to her?

                             WELLES
                 I'm trying to find out.  She was a
                 runaway.  I'm looking into it for
                 her parents.

     The nun sees what she wants, finds a STEP LADDER, tries to
     open it.  Welles comes to help her.

                             NUN
                       (pointing on shelf)
                 Can you get that down for me?

     Welles climbs the ladder, points at boxes...

                             NUN
                 No, the next shelf... there...

     Welles takes down a small SUITCASE.  It's covered in dust.
     He climbs down the ladder with it.

                             WELLES
                 What is this?

                             NUN
                 Those are her belongings.

                             WELLES
                 Her belongings?

                             NUN
                 That's her suitcase.  I had
                 forgotten it, till you showed me
                 her picture.

     Welles puts the suitcase down, examines the LUGGAGE TAG:
     "Mary Anne Mathews," no address.  Welles looks to the nun. 

                             WELLES
                 Whatever possessed you to keep this
                 all this time?

                             NUN
                 She was the kindest, sweetest girl
                 you'd ever want to meet.  Oh, I
                 adored her.  I supposed I always
                 hoped she'd be back.  After a time,
                 all I could do was pray she had
                 moved on to better things.  Can you
                 get this suitcase to her parents, if
                 you think it's appropriate?

                             WELLES
                 I'll do what I can.


     INT.  WELLES' ROOM -- NIGHT

     Welles puts Mary's SUITCASE on the bed, opens it.  He takes
     out some of Mary's clothing, examines it, lays it aside.

     He takes out a ROSARY, more CLOTHING.  Resting on a SWEATER
     are two CERAMIC FIGURINES; a teddy bear and kitten.  Welles
     examines them, frowning, puts them aside.

     He takes out yellowed NEWSPAPER; Help Wanted CLASSIFIEDS,
     "July 2, 1992."  Several job possibilities circled, others
     crossed out.  He finds baggie containing a few old JOINTS.

     All that's left are more items of CLOTHING, a TOOTHBRUSH and
     an ADDRESS BOOK.  Welles examines the address book, finds a
     folded piece of paper in the blank pages, unfolds it... it's
     the TORN DIARY PAGE, a POEM written in Mary's hand...

                             MARY'S VOICE (V.O.)
                       (as Welles reads)
                 "Star light, star bright, First star
                 I've seen tonight, Wish I may, wish
                 I might, Have this wish I wish
                 tonight."

     Welles goes to a drawer, takes out the photocopy of Mary's
     DIARY.  He turns to the ragged edge of the torn page, puts
     the DIARY PAGE against it.  Perfect match.

     Welles stands looking at the poem.  He turns the page over,
     finds written, in cursive:

                           Models Wanted 213-555-6643


     EXT.  PHONE BOOTH -- DAY

     Welles dials the number off the back of the torn diary page,
     phone to his ear.  It RINGS, RINGS, RINGS... 

                             MAN'S VOICE (V.O.) 
                       (from phone)
                 Celebrity Films.

     Welles hangs up, begins searching the booth's YELLOW PAGES.

     EXT.  WILSHIRE OFFICE BUILDING -- DAY

     A poverty stricken business section of Wilshire.  Welles
     gets out of his parked car, looks up at a decaying Art Deco
     building that's painted blue top-to-bottom.

     Welles crosses through traffic.

     INT.  WILSHIRE OFFICE BUILDING, LOBBY -- DAY

     Welles studies the REGISTRY, finds "Celebrity Films."

     INT.  WILSHIRE OFFICE BUILDING, STAIRWELL -- DAY

     Paint's peeling.  Walls are water stained.  Welles climbs
     stairs, winded, sweating, up the stairwell...

     INT.  WILSHIRE OFFICE BUILDING, 8TH FLOOR HALL -- DAY

     Welles comes out a stairwell DOOR, catching his breath.  A
     couple of SECRETARIES wait for the elevator.  Welles moves
     down the hall, around a corner.

     Each office door has a window of pebbled, translucent glass.
     There's a "Dental Office," "Wilson Travel Cruises," and at
     the end of the hall, "Celebrity Films Inc., Eddie Poole,
     Professional Casting and Distribution, Suite 804."

     Welles heads back the way he came.

     EXT.  WILSHIRE OFFICE BUILDING -- DAY

     Welles crosses back to the other side of the street, goes to
     stand near his car.  He looks up at the blue office
     building, counting up floors, counting windows across.

     Satisfied, he turns, backing up, looking up at the tall
     OFFICE BUILDING across from the blue building.  There's a
     sign on this adjacent building, "OFFICE SPACE AVAILABLE."

     INT.  ADJACENT OFFICE, 9TH FLOOR -- DAY

     Empty office.  Welles is let in by a disinterested LANDLORD.
     Welles gives a cursory look around, goes to the windows and
     opens the blinds.

     These windows afford an excellent view of the blue building
     across the street, at about 8th floor level.

                             WELLES 
                 This is better. 
                       (turns to landlord) 
                 This will be fine.


     INT.  ADJACENT OFFICE -- NIGHT

     Welles has transferred most of his belongings here, SUITCASE
     open on the floor, CARD TABLE set up with fast food on it,
     an ARMY COT against one wall.  Welles sits in a chair at the
     window, looks through BINOCULARS on a TRIPOD.

     WELLES' P.O.V., THROUGH BINOCULARS: searching up the dark
     floors of the blue building, as Welles counts under his
     breath.  Moving over... stopping on one window, FOCUSING...

     Welles locks the tripod.  He goes to sit on the army cot,
     picks up his CELLULAR.  He looks at the phone, deciding.
     He puts down the phone.  He turns off the LAMP on the floor,
     lays back in the cot, going to sleep.


     INT.  ADJACENT OFFICE -- DAY

     WELLES' P.O.V., THROUGH BINOCULARS: watching the window of
     Celebrity Films Inc.  We can see most of the office from
     here.  It's crowded with junk, BOXES, piles of VIDEO TAPES.
     There's a disorganized DESK by the window.

     Welles sits looking through the binoculars.

     THROUGH BINOCULARS: a pudgy man, EDDIE POOLE, in a loud,
     print shirt, comes to sit at the desk, looks through mail.
     He smells sleazy even from here, lots of jewelry, Lots of
     rings.  He drinks coffee, answers the phone.  He talks into
     the phone, looking for something on his desk, agitation
     growing, till he's shouting, then slams the phone down.

     Welles rises.  He looks to the wall where THREE PHOTOGRAPHS
     culled from the snuff film are pinned up; the picture of
     Mary, the picture of Masked Man's tattooed hand, and...

     ... the grainy image of the Third Man in the mirror.
     Welles comes to study this third photo.

                                              FADE TO BLACK:

     INT.  ADJACENT OFFICE -- DAY

     THROUGH BINOCULARS: Eddie packs VIDEO TAPES into a box,
     covering them with Styrofoam peanuts, sealing the box.

                                              FADE TO BLACK:

     INT.  ADJACENT OFFICE -- DAY

     THROUGH BINOCULARS: Eddie finishes a call and hangs up.  He
     sits back in his chair.  He starts looking in his desk
     drawers, finds a MAGAZINE and opens it on the desk.  It's
     porn.  Eddie turns pages, looking at naked women.  He sits
     back in his chair, begins unbuckling his belt.

     Welles pulls back from the binoculars in disgust. 

                             WELLES 
                 No thank you.

                                              FADE TO BLACK:

     INT.  ADJACENT OFFICE -- NIGHT

     THROUGH BINOCULARS: Eddie's on the phone, pouring himself a
     drink from the liquor bottle on his desk, finishing the
     call, hanging up.  He shakes his head in disgust, drinks the
     drink, walks out of view.  After a moment, the lights go out.

     EXT.  HOLLYWOOD HILLS -- NIGHT

     An old, dented CAR makes its way up the tight, twisting
     roads of the Hollywood Hills.  Eddie's at the wheel.  Not
     far behind, Welles' rental car follows...

     FURTHER ON

     Eddie's car pulls into the driveway under the porch of a
     ramshackle HOUSE, parks.  Welles' car passes by...

     FURTHER, AROUND A CURVE

     Welles' car slows once it's out of sight, turns around,
     moving back down the hill, slowly...

     INT.  WELLES' CAR -- CONTINUOUS

     Welles turns out his headlights, coming around the curve
     just far enough so the ramshackle house is in view.  Welles
     watches Eddie walk up the stairs to the house.

                                              FADE TO BLACK:

     INT.  ADJACENT OFFICE -- DAY

     THROUGH BINOCULARS: Eddie has a visitor.  There's a pretty
     GIRL, wearing a tube top, in a chair facing his desk.
     Eddie's talking, gesticulating, smiling, cajoling.

     Welles watches through binoculars.

     THROUGH BINOCULARS: Eddie's still taking, stands, coming
     around the desk and placing a hand on the girl's shoulder.
     The girl says something.  Eddie responds.  The woman shakes
     her head, getting up to leave.  Eddie seems to be asking her
     to stay, following as she moves out of view.  Eddie comes
     back alone, sits at his desk, picks up the phone.


     INT.  ESPIONAGE SHOP -- DAY

     Ultra high tech for sale.  Welles examines items on the
     sales counter as the SALESPERSON watches: a pair of sma1l,
     round LISTENING DEVICES, a complicated RECEIVER/TAPE
     RECORDER, and a TONE DECODER with LED window.

                             WELLES 
                 Okay, I'll take it all.

                             SALESPERSON 
                 Excellent.  we accept MasterCard and
                 American Express.

                             WELLES
                 Cash.

     Welles takes out a thick wad, starts counting.

                             SALESPERSON
                 Alright.
                       (at register) 
                 May I have your phone number, area
                 code first?

                             WELLES
                 No, you may not.

                             SALESPERSON
                 Okay.  Fine.

     Welles lays the money on the counter.  The salesperson takes
     the money, recounting.

                             SALESPERSON
                 I'm required by state law to inform
                 you that, while it's perfectly legal
                 for you to purchase these items, it
                 is illegal for you to use them for
                 any sort of...

                             WELLES
                 Yeah, I know the spiel.  If you
                 could bag it, I'll be on my way,
                 thank you.

                             SALESPERSON
                 Certainly, sir.

     The salesperson starts punching keys on the register.


     EXT.  WILSHIRE OFFICE BUILDING -- NIGHT

     The blue building sits completely dark.

     INT.  WILSHIRE OFFICE BUILDING, 8TH FLOOR HALL -- NIGHT

     Welles comes quietly out from the stairwell, wears gloves.
     He moves down the hall to the door of "Celebrity Films Inc."

     He kneels, begins using LOCK-PICKING TOOLS on the door.

     INT.  CELEBRITY FILMS OFFICE -- NIGHT

     Welles enters, shuts the door and locks it.  He takes out
     his penlight.  There are POSTERS for cheap PORN FILMS on the
     wall that we couldn't see through binoculars.  Titles like
     "Sex Doctor," "Deep Ass," and "Penal Colony."

     There a two FILE CABINETS.  Welles pulls a few drawers,
     finds them locked.  VIDEO CASSETTES are everywhere, on the
     cabinets, on shelves, piled high on the floor.

     Welles goes to Eddie's desk, looking in drawers.  One drawer
     is full of X-RATED MAGAZINES.  Another's stuffed with
     paperwork, call sheets, contracts.

     Welles picks up Eddie's phone, unscrews the earpiece.  He
     takes the small, round LISTENING DEVICE from his pocket,
     peels off backing to expose adhesive.  He attaches the
     listening device inside the phone, puts it back together.

     Welles moves towards the door, sweeps the room with the
     penlight.  He stops at the file cabinets, takes his lock-
     picking tools out, begins working on one file's lock.

     He turns the lock, opens a file drawer.  Empty.  He opens
     another.  Inside: piles of CHILD PORNOGRAPHY.

     Welles clenches his jaw.

     Faces of children.  Shirtless boys.  Girls in pigtails.


     INT.  ADJACENT OFFICE -- DAY

     Welles' RECEIVER/TAPE RECORDER'S set up by the window,
     recording, with the TONE DECODER plugged into it.  Welles
     LISTENS through HEADPHONE, looking through binoculars.

                             EDDIE (V.O.)
                       (through headphones)
                 ... half a dozen.  This is good
                 stuff, Jimbo...

     THROUGH BINOCULARS: Eddie's at his desk, on the PHONE...

                             EDDIE (V.O.)
                 You know how my tapes sell.  People
                 eat this stuff up.

                             MALE VOICE (V.O.)
                       (from phone)
                 I had three jerkoffs trying to
                 return your tapes last month.  Do
                 you know how bad a skin flick has to
                 be for some jackass to come back
                 into my place with a fucking receipt,
                 and try to fucking return it? 

                             EDDIE (V.O.)
                 Maybe there's something wrong with
                 the scumbag customers coming into
                 your place, ever think of that?

                             MALE VOICE (V.O.)
                 The only thing wrong is the cheap,
                 softcore crap you're peddling,
                 Eddie.  Where do you get this stuff?

                             EDDIE (V.O.)
                 Look, you cocksucker...

                             MALE VOICE (V.O.)
                 Get together some upscale product
                 where the girls still have teeth in
                 their head.  Till then, fuck you.

                             EDDIE (V.O.)
                 Fuck you!

     THROUGH BINOCULARS: Eddie slams down the phone.  He CANNOT
     BE HEARD any longer.  He's cursing, shuffling paperwork.

     Welles takes off headphones, picks up his cellular phone.
     He drinks soda, opens the phone, dials, nervous, then looks
     back through the binoculars.  He waits, clears his throat.
     The PHONE'S RINGING... RINGING...

     On the floor, the REELS of the tape recorder are TURNING...

     THROUGH BINOCULARS: Eddie answers the phone...

                             EDDIE (V.O.)
                 Celebrity Films.

                             WELLES (V.O.)
                 Eddie.

                             EDDIE (V.O.)
                 Yeah, who's this?

                             WELLES (V.O.)
                 I know what you did.

                             EDDIE (V.O.)
                 What?

                             WELLES (V.O.)
                 I know what you did.

                             EDDIE (V.O.)
                 Who is this.

                             WELLES (V.O.)
                 You murdered that girl, Eddie.  Six
                 years ago... 

                             EDDIE (V.O.)
                 What the fuck are you.. ?

                             WELLES (V.O.)
                 You killed that girl and you put it
                 on film.  You and your pals, you're
                 fucked.  You fucked up real good.

     Welles hits disconnect, still looking through binoculars.

     THROUGH BINOCULARS: Eddie's slow to hang up the phone.  He
     stands, looking down at the phone, frozen.  Finally, he runs
     his hands through his hair, looks around the room, sits back
     down.  He gets out his bottle and pours himself a drink.

     Welles watches through binoculars, puts headphones back on.

                             WELLES
                 Come on, Eddie...

     THROUGH BINOCULARS: Eddie sits motionless.

                             WELLES (O.S.)
                 ... come on...

     THROUGH BINOCULARS: Eddie picks up the phone, DIALS a
     NUMBER.  We hear the PHONE RING in the HEADPHONES

                             MAN'S VOICE (V.O.)
                       (through headphones)
                 ... Hello?

                             EDDIE (V.O.)
                       (through headphones)
                 Dino, it's Eddie... Eddie Poole...

                             DINO (V.O.)
                 What do you want?

                             EDDIE (V.O.)
                 I just got a call... two seconds
                 ago, some motherfucker called...
                 says he knows about the loop.

                             DINO (V.O.)
                 What are you talking about?

                             EDDIE (V.O.)
                 The loop!  The girl we did, what the
                 fuck do you think I'm talking
                 about?!  This guy calls and says he
                 knows about the fucking loop...

                             DINO (V.O.)
                 Bullshit.

                             EDDIE (V.O.)
                 I'm telling you... 

                             DINO (V.O.)
                 Blow me, you paranoid fuck, that's
                 impossible.  Why are you bothering
                 me with this... ?

                             EDDIE (V.O.)
                 Because somebody just fucking called
                 me and fucking laid it out!

                             DINO (V.O.)
                 There's nothing there, you brain-
                 dead cunt.  Think about it.  There's
                 absolutely no way in this world to
                 connect us to anything.  I want you
                 to hang the phone up, and if you
                 call me about this again I'm going
                 to send a friend of mine out there
                 and have him crack you open with a
                 fucking rib spreader.

                             EDDIE (V.O.)
                 Dino...

                             DINO (V.O)
                 Nobody knows anything.

     THROUGH BINOCULARS: as DINO is HEARD HANGING UP, Eddie
     reacts, picks up his phone and throws it across the office.

     Welles sits back, trying to accept the realization that he's
     found them.  He looks to the PHOTO of the Third Man.

                             WELLES
                 That is you, isn't it, Eddie?

     Welles goes to the RECORDER, turns on the TONE DECODER.  Its
     LED window LIGHTS UP.  Welles hits STOP, REWIND, PLAY...

                             WELLES VOICE (V.O.)
                       (from recorder)
                 ... and your pals, you're fucked...

     Hits FAST FORWARD... hits PLAY, watching the TONE DECODER.
     From the RECORDER, the SOUND of EDDIE DIALING a NUMBER on
     his touch tone phone... and as EACH TONE is HEARD, a
     corresponding NUMBER appears on the DECODER'S LED readout:

                               ...1 212 555 9906...

     The recorder continues, REPLAYING the CONVERSATION between
     Eddie and Dino, while Welles studies the green LED digits.

                             WELLES
                       (quiet, to himself)
                 Two one two.


     EXT.  MANHATTAN CITYSCAPE -- ESTABLISHING -- NIGHT

     The brilliant lights of New York's peerless skyscrapers.

     EXT.  59TH STREET BRIDGE -- NIGHT

     FOLLOW Welles' Ford as it moves along with traffic, crossing
     the 59th Street Bridge, into the heart of Manhattan.

     EXT.  BANK -- ESTABLISHING -- DAY

     "Chase Manhattan Bank," mid-town.

     INT.  CHASE MANHATTAN BANK, SAFE DEPOSIT BOOTH -- DAY

     Welles puts the 8MM FILM into SAFE DEPOSIT DRAWER, shuts it.


     INT.  NY PUBLIC LIBRARY, REFERENCE -- DAY

     Busy and crowded, but quiet.  Welles places a massive tome
     down on a table:  "Haines Criss-Cross Directory."

     Welles sits, takes out his notepad, referring to the phone
     number written: "(212) 555-9906."  He opens the reference
     book, searching pages...

     Thousands of TELEPHONE NUMBERS are LISTED in SEQUENCE, each
     with an address.  Welles runs his finger down the page.

     EXT.  SOHO STREETS -- DAY

     PEDESTRIANS everywhere.  Streets are clogged with DELIVERY
     TRUCKS loading and unloading.  Cars horns blow.  Welles
     walks to an old, WAREHOUSE BUILDING shoulder to shoulder
     with other buildings, labeled "1204" in burnished steel.

     Welles climbs the stairs, examines the buzzers.

     The top button's labeled "Greystone Imports," the bottom
     button reads "Lang Interior Design, by appt."  The middle
     button is labeled only by a drawing of a BLACK WIDOW SPIDER.

     Welles looks up at the building.

     EXT.  1204 WAREHOUSE, SOHO -- LATER DAY

     The sun is low.  Less activity on the street.  Welles leans
     against a car down the street, smoking a cigarette.

     TWO WOMEN walk this way, both in spiked high heels, dressed
     in cheap, short, formfitting skirts, both carrying duffel
     bags.  They start up the stairs of 1204...

     Welles throws his cigarette, walks to follow.

     The women hit the center button.  A BUZZER sounds as they
     head inside.  Welles hurries up the stairs, catching the
     door before it closes.

     INT.  1204 WAREHOUSE, ELEVATOR -- DAY

     Welles follows the women into a decrepit ELEVATOR.  One
     woman hits "2."  Welles hits "3," steps back in the corner.
     Elevator doors creak closed.  The two women are heavily made
     up, pretty, but worn, eyes dull.

     Welles looks down at the leg of one woman, noticing bruises
     through her fishnet stockings, poorly covered by make-up.

     Elevator doors open on the SECOND FLOOR.  The two women get
     out and walk down a grey hallway, towards DOUBLE DOORS
     painted black.  Welles stops the elevator door from closing.

     The women push the INTERCOM at the black doors.  Another
     dull BUZZ is HEARD as the women enter.  The low rumble of
     HEAVY METAL MUSIC is HEARD, SILENCED as doors swing shut.

     Welles lets the elevator close.

     EXT.  1204 WAREHOUSE -- DAY

     The elevator opens on the FIRST FLOOR.  Welles gets out,
     instead of leaving the way he came, heads towards the
     rear... FOLLOW him down a hallway, past a SERVICE ELEVATOR...

     EXT.  1204 WAREHOUSE -- DAY

     Welles comes out BACK DOORS into an sunless alleyway with
     fire escapes above.  There's a TRASH DUMPSTER, overflowing.
     Rats scatter upon Welles, arrival.

     Welles looks to make sure he's alone.  He starts tearing
     open GARBAGE BAGS.  Flies swarm.  One bag's filled with
     empty food containers and old newspapers.

     Welles tears open another bag, finds burnt out FLORESCENT
     LIGHTBULBS, digs out a handful of empty PHOTO PAPER
     PACKAGES, bottles of DEVELOPING CHEMICALS.  He pulls out a
     few MAGAZINES; Time, Newsweek, etc...

     The magazines are cut up, falling apart, with pictures
     chopped out from many pages.  Welles examines ADDRESS LABELS:

     "Dino Velvet/D.V. Films
      1204 Keller Street
      New York, NY 10049"

     INT.  PHONE BOOTH, NYC STREETS -- NIGHT

     Welles is on the PHONE.  The city bustles past.

                             WELLES
                       (into phone)
                 What do you know about a guy called
                 Dino Velvet?  Dino Velvet Films?

     INT.  ADULT BOOKSTORE -- DAY -- INTERCUT

     Max is on the phone by the register, ringing purchases.

                             MAX
                       (into phone)
                 Dino Velvet... yeah, he's like the
                 John Luc Godard of S+M flicks,
                 supposed to be a real weirdo.

                             WELLES (V.O.)
                       (from phone)
                 A weirdo making S+M films?  Who'd
                 have thought it?

                             MAX
                       (into phone)
                 His stuff comes out of New York.
                 Bondage and fetish videos, Gothic
                 Hardcore.  Definitely not for the
                 squeamish.

                             WELLES (V.O.)
                 Specialty product.

                             MAX
                 You're learning.

                             WELLES (V.O.)
                 Where does he sell it?

                             MAX
                 Out of the back of bondage magazines
                 mostly, but you can find it on the
                 street if you look.  He'll also do
                 commissions, for enough money...

     INT.  PHONE BOOTH -- DAY -- CONTINUOUS

                             MAX (V.O.)
                       (from phone)
                 Nothing illegal, it's always
                 borderline.  Like if some freak
                 wants to see a transvestite in a
                 full rubber immersion suit getting
                 an enema from a...

                             WELLES
                       (into phone)
                 Alright, I get the picture.

                             MAX (V.O.)
                 He cuts all kinds of other stuff
                 into his movies; photographs,
                 newsreel footage, subliminal images.
                 Thinks he's making art.

                             WELLES 
                 Well, I'm in New York now.  What do
                 you say to flying out and giving me
                 a hand?

                             MAX (V.O.)
                 I'm a working stiff, pops.

                             WELLES
                 Take a vacation.  I'll pay you four
                 hundred a day, plus expenses.

                             MAX (V.O.)
                 You want me to come out there and
                 play private eye?

                             WELLES
                 Consider it.  Meanwhile, dig up
                 whatever Dino Velvet films you can.
                 Get receipts.  I'll call back.

                             MAX (V.O.)
                 See ya.

     Welles hangs up, starts feeding quarters into the phone.

     INT.  MRS. CHRISTIAN'S BEDROOM -- NIGHT -- CONTINUOUS

     Mrs. Christian's in bed, pale and sickly.  The PHONE RINGS.
     Mrs. Christian reaches for it.

                             MRS CHRISTIAN
                       (into phone, weakly)
                 Hello?

                             WELLES (V.O.)
                       (from phone)
                 Mrs. Christian, Tom Welles here.

                             MRS CHRISTIAN
                       (coughing)
                 How are you?  Having any luck?

                             WELLES (V.O.)
                 I don't know if luck's the word.
                 Are you feeling alright?

                             MRS CHRISTIAN
                 I've been ordered into bed.  The
                 doctor says I've gotten the flu, or
                 some other wretched ailment.

                             WELLES (V.O.)
                 I hope it's nothing serious.

                             MRS CHRISTIAN
                 Nothing more than a bother.  Have
                 you any news for me?

     INT.  PHONE BOOTH -- DAY -- CONTINUOUS

                             WELLES
                       (into phone)
                 I've made progress.  I'm in
                 Manhattan.  Once a few more pieces
                 fall into place, I'll drive to you
                 and give you an update.

                             MRS CHRISTIAN (V.O.)
                       (from phone)
                 Fine...

     MRS. CHRISTIAN is HEARD COUGHING.  Welles waits.

                             WELLES
                 I've got about five thousand left in
                 cash, but I'll need another thirty,
                 if you approve.

                             MRS CHRISTIAN
                 How will I get it to you?

                             WELLES
                 If you have a pencil and paper, I'll
                 tell you how to send it.


     EXT.  MOTEL, HELL'S KITCHEN -- NIGHT

     A TAXI pulls over in front of this flea-bag motel.  Max gets
     out with a SUITCASE, looks at the dubious accommodations.

     INT.  MOTEL, MAX'S ROOM -- NIGHT

     Max enters with Welles, turns on a light and throws his
     suitcase on the bed.  The room is disgusting.

                             MAX
                 You didn't say it was gonna be this
                 luxurious.

                             WELLES
                 It's their Presidential Suite.

                             MAX
                 Great.

     Max looks in the bathroom.

                             MAX
                 Oh, come on, man, what are we doing
                 in this flea bag?

                             WELLES
                 It's cheap, and people know to mind
                 their own business. What have you
                 got for me? 

     Max opens his suitcase, takes out THREE VIDEO TAPES.

     He hands them to Welles.  The boxes are covered in jumbled
     PHOTO COLLAGES: American flag, S+M men and women, a skull,
     mannequins, a scorpion, cut-outs of arms, legs and eyeballs.

                             MAX
                 Dino Velvet.

     INT.  WELLES' MOTEL ROOM -- NIGHT

     Welles is lit by the flicker from the TELEVISION SCREEN.  WE
     SEE NOTHING.  We HEAR the rhythmic MUFFLED MOANS of a WOMAN
     from the TV, can't tell if it's pleasure or pain.

     Max is asleep in the bed, PIZZA BOX near his feet.

     Welles drinks beer, gets up and ejects the CASSETTE from a
     VCR, tosses it aside, tired.  He picks another Dino Velvet
     TAPE, puts it in, sits.

     ON TV: GOTHIC ROCK is HEARD over old, scratchy IMAGES: of
     Klansmen around a burning cross... Dracula menacing a
     sleeping woman... a man in a Devil costume dancing...

     Welles opens another beer.

     ON TV: a WOMAN is tied up, arms in the air, hanging from the
     ceiling, gagged and blindfolded, in a dungeon lit by
     candelabras.  Then, glimpsed IMAGES: worms writhing in
     slime... gargoyles... a guillotine falling.  Then, the bound
     woman, struggling.  A MASKED MAN in a leather jacket enters.
     He wears a LEATHER MASK with zipper eyes and mouth...

     This focuses Welles' attention.

     ON TV: the Masked Man circles the captured woman...

                             WELLES
                 Max... wake up...

     Max awakens, rolling over, groggy.

                             MAX
                 Wha... ?

                             WELLES
                       (points at TV)
                 Who is this, in the mask?  Who is he?

     Max tries to see, eyes barely open.

                             MAX
                 He's one of the lunatics Dino uses.
                 He's in a bunch of these.

     Welles watches.  On the TV, Masked Man takes off his jacket
     shirtless, reveals an impossibly muscled body.  Huge arms,
     thick chest, oiled, dotted in pimples. 

                             MAX
                 Why?  He have something to do with
                 whatever you're into?

     Still watching the behemoth on TV, Welles is less sure.

     ON TV: the bulging Masked Man flexes, ripped.

                             WELLES
                 No... it's nothing... that's not him.

     Welles rubs his eyes, sits back.  Max sits up, watching.

     ON TV: Masked Man pulls the bound woman's head back by her
     hair, licks her face with his thick tongue...

     CLOSE ON: Masked Man grips the woman's head, still licking.
     He pulls down the woman's blindfold...

     Welles sits forward, realizing, horrified...

     Welles goes to the VCR, hits PAUSE.  The IMAGE on TV
     FREEZES.  Welles goes back, FRAME by FRAME...

     ... to the CLOSE UP where Masked Man grips the woman's face.
     FREEZE FRAME.  On Masked Man's hand: a TATTOO, on the arch
     between his forefinger and thumb, same as the scrawny Masked
     Man in the snuff film.  A PENTAGRAM TATTOO.

                             WELLES
                 Who is he?

                             MAX
                 I told you, he's one of Dino
                 Velvet's stock players...

                             WELLES
                 Who is he, his name?

                             MAX
                 Nobody knows his name.  That's his
                 thing.  He always wears a mask.  You
                 never see his face.  He calls
                 himself "Machine," that's what they
                 call him.  Machine. 

     Welles hits PLAY.  On TV, Masked Man runs his hands up and
     down the woman's body.  The woman's eyes are filled with
     fear.  Welles sits, unnerved, watching.

                             MAX
                 They say he's half brain-dead from
                 all the steroids he's using.

     Max rolls over, trying to get back to sleep.

                             MAX
                 He's a brutal motherfucker, man.  He
                 loves what he does for a living. 


     INT.  WELLES' MOTEL ROOM -- DAY

     Welles enters, carries an OVERNIGHT PACKAGE and his LOCK
     BOX.  At the desk, he tears open the package, opens the
     MANILA ENVELOPE inside; finds FIFTY THOUSAND DOLLARS in
     thousand dollar bills, wrapped in plastic and masking tape.

     Welles takes the lock box to the bed and works the
     combination, opens it.  He takes out the holster, stands
     looking down at the gun.  He puts the holster on.


     EXT.  1204 WAREHOUSE -- DAY

     Welles' Ford waits with turn signal on.  A car pulls out of
     a parking space.  Welles takes the space.

     INT.  WELLES' CAR -- DAY

     Max is in the passenger seat.  Welles looks to 1204.

                             WELLES
                 You don't need to be here.

                             MAX
                 What kind of Junior P.I. would I be
                 if I didn't go with you?

     INT.  1204 WAREHOUSE, SECOND FLOOR -- DAY

     Welles and Max get off the elevator, moving down the grey
     hall, to the black doors.  Welles pushes the INTERCOM
     BUTTON.  After a moment, the INTERCOM CRACKLES...

                             MAN'S VOICE (V.O.)
                       (from intercom)
                 Who is it?

     Welles waits, presses the button again.

     INT.  DINO VELVET STUDIO -- DAY

     The doors BUZZ and Welles and Max warily enter this large,
     dark, converted warehouse.  Square pillars shoot from floor
     to ceiling.  Shafts of light cut down from high windows.

     A large THUG in a pinstripe suit crosses from a far DESK.

                             THUG
                 You're in the wrong place.

                             WELLES
                 We're looking for Mr. Velvet.

                             THUG
                 He's not here. 

     Welles looks around, at piles of PROPS; a huge faux-stone
     ANGEL and GARGOYLES, elaborate CANDELABRAS, a huge BIRDCAGE,
     massive WOODEN CROSS, NAZI FLAGS.

                             WELLES
                 Why don't you tell him we're here to
                 give him a large sum of money.  If
                 he's not interested, we'll go.

                             THUG
                 You should leave now, before I have
                 to remove you.

     Welles just stands looking at the thug.  A VOICE is HEARD...

                             DINO VELVET'S VOICE (V.O.)
                       (from SPEAKERS)
                 Show them in, Milo.

     Welles and Max look up.  There are SPEAKERS mounted high up
     on the pillars, and SURVEILLANCE CAMERAS looking down.

                             WELLES
                 You heard the boss, Milo.

     The disgruntled thug starts back across the studio towards
     a distant DOOR.  Welles and Max follow...

     They notice an elaborate set built in one corner, a TORTURE
     CHAMBER, complete with RACK and IRON MAIDEN.

     INT.  DINO VELVET'S OFFICE -- DAY

     Thug opens the door and lets Welles and Max in.
     The office is huge, windowless walls covered in thousands of
     PICTURES from every conceivable source, torn and cut, pinned
     up to form an indecipherable collage.  A tall LADDER leans
     against one wall, near three TELEVISIONS.

     DINO VELVET rises behind his desk, a small, bird-like man,
     wearing a black suit and bad hairpiece.

                             DINO VELVET
                 Come in.  Make yourself comfortable.

     Welles shakes Dino's hand.  Max looks up at the walls.
     IMAGES; porn pictures, news photos, world leaders, autopsy
     photos, armies and insects, the naked and the dead.

                             WELLES
                 It's an honor to meet you.  Thank
                 you for seeing us.

                             DINO VELVET
                 What can I do for you today?

     Welles sits.  Shelves behind Dino's desk are piled high with
     VIDEO CASSETTES, old MOVIE CAMERAS, big REELS of 16mm FILM.
     VIDEOS and MAGAZINES are stacked everywhere.

                             WELLES
                 I'd like to commission a work.  I'm
                 a great admirer of yours.

                             DINO VELVET
                 Flattering.  And, who's your
                 colorful little chum?

                             WELLES
                 A fellow investor.

                             DINO VELVET
                 Hmm.

                             MAX
                 You're the only one still shooting
                 film and transferring it to video.
                 Nobody appreciates that kind of
                 integrity anymore... the grain, the
                 gritty look you get.

                             DINO VELVET
                 Well, I'm glad you appreciate it.
                       (to Welles)
                 What would you say is your favorite
                 piece?

     Welles considers.  Max glances over, looks back to the walls.

                             MAX
                 I know if I had to pick, it'd be
                 "Choke," or "Devil."

                             WELLES
                 "Devil" frightened me as much as it
                 excited me, but I'd be hard pressed
                 to choose a favorite.

     Dino grins, showing yellowed teeth.

                             DINO VELVET
                 You said something about money.

                             WELLES
                 Yes.  What we're looking for is
                 rather specific.

     Welles takes out an ENVELOPE, puts it on the desk.

                             WELLES
                 That's five thousand dollars.

                             DINO VELVET
                 Is it?

                             WELLES
                 Five thousand now, five thousand on
                 delivery. 
                 Two women, one white and one black,
                 as long as they have large breasts.
                 Hard bondage, or course.  Other than
                 that, trusting your artistic
                 interpretation, I have only two
                 stipulations.

                             DINO VELVET
                 And they are?

                             WELLES
                 I want to watch you work.

                             DINO VELVET
                 I'll consider it.

                             WELLES
                 And the other performer... it has to
                 be that monster you use... the man
                 in the mask.

                             DINO VELVET
                 Machine.

                             WELLES
                 If it's not him, there's no deal.

     Dino drums his painted fingernails on his lips.

                             DINO VELVET
                 He might be interested... but it
                 would mean another five thousand.

                             WELLES
                 We can do that.

                             DINO VELVET
                 Well, well, I'll have to put my
                 thinking-cap on about all this.
                 You'll leave the money as a deposit?
                       (off Welles' nod)
                 Very good.

     Dino stands, picks up a still CAMERA off his desk and comes
     to look at Welles, studying him.

                             DINO VELVET
                 You have a beautiful face... the way
                 the light hits it.  I'd like to take
                 your picture.  You don't mind?

                             WELLES
                 I'd rather you didn't.

                             DINO VELVET
                 What's the problem? 

                             WELLES
                 I'm camera shy.

                             DINO VELVET
                 You trust me to keep your money, but
                 not to take your picture?

                             WELLES
                 Those are two different kinds of
                 trust.
                       (stands)
                 Thank you for your time.  I hope we
                 can do business.

     Welles leaves.  Max goes with him.  Dino watches them leave.


     EXT.  MANHATTAN STREET -- NIGHT

     HORNS BLARE.  TWO CARS have collided head-on.  A large CROWD
     gathers.  One windshield's shattered, blood spattered.  The
     driver is slumped over the wheel, gushing blood.

     On a nearby street corner, Welles in on a PAY PHONE.
     HEAVY METAL can be HEARD filtered through the receiver.

                             WELLES
                       (into phone)
                 So, what do you say?

     INT.  DINO VELVET'S OFFICE -- NIGHT -- CONTINUOUS

     Dino's stands in the middle of his office, naked, his back
     to us, 8MM camera in hand, on the phone.  A NAKED WOMAN
     dances for Dino.  A Heavy Metal MUSIC VIDEO plays on a TV.

                             DINO VELVET
                       (into phone)
                 I'll do this for you.  Fifteen
                 thousand dollars.

                             WELLES (V.O.)
                       (from phone)
                 Machine's in?

                             DINO VELVET
                       (into phone)
                 He's in.  It will be his pleasure.

     INT.  PHONE BOOTH -- NIGHT -- CONTINUOUS

                             DINO VELVET (V.O.)
                       (from phone)
                 Be at 366 Hoyt Avenue, three
                 o'clock, tomorrow.

     Welles digs out his notepad, writing. 

                             WELLES
                       (into phone)
                 Where's that?

                             DINO VELVET (V.O.)
                 Brooklyn.  Don't be late.


     EXT.  MOTEL COURTYARD, POOL -- NIGHT

     HORNS and TRAFFIC are HEARD.  Max and Welles sit in lawn
     chairs at the tiny pool.  Welles smokes.  Max drinks beer.
     They watch an ELDERLY WOMAN in a one piece bathing suit
     climb from the pool and walk to the diving board, diving in.

                             MAX
                 What's next?

                             WELLES
                 I'm trying to figure that out
                 myself.  I have to see Machine
                 without his mask.

                             MAX
                 Still don't want to tell me what
                 you're doing?

                             WELLES
                 Nope.

     The old woman climbs out and heads back to the diving board.
     Welles takes out a thick ENVELOPE, hands it to Max.

                             WELLES
                 This is for you.

     Max doesn't understand, opens the envelope, finds about
     fifteen thousand dollars in the envelope.

                             MAX
                 What's this?

                             WELLES
                 It's money.  People use it to
                 purchase goods and services.

     Max looks at it again, can't believe it.

                             MAX
                 Look... that's awful generous and
                 everything...

                             WELLES
                 It's not my money.  The woman I got
                 it from is never going to give it a
                 second thought.  Let's not make a
                 big deal out of this, okay? 
                       (pause)
                 Go be a race car driver.  Go run for
                 President.  Whatever.

     Welles puts his cigarette out, stands.

                             WELLES
                 I'll see you around.

     Welles walks away, heading to his room.  Max watches him go,
     doesn't know what to say, looks in the envelope.

     The old woman climbs out and heads back to the diving board.


     EXT.  BROOKLYN STREETS -- DAY

     A deserted, war zone neighborhood of abandoned, graffittied
     buildings.  A few burnt out cars on the street.  Welles
     drives through, watchful.

     Welles drives past a huge TWO-STORY WAREHOUSE, does a u-turn.
     He parks the car.

     INT.  WELLES' CAR -- DAY

     Welles checks his gun, returns it to his holster.

     EXT.  BROOKLYN WAREHOUSE -- DAY

     Welles climbs crumbling concrete stairs, looking all
     directions, crossing a LOADING DOCK towards a DOOR...

     INT.  BROOKLYN WAREHOUSE -- DAY

     Welles enters slowly, trying to get his eyes to adjust to
     the darkness.  A vast, empty space looms before him.

     In the middle of the warehouse, Dino Velvet stands, in a
     powder blue suit, holding an archery BOW and ARROW.

                             DINO VELVET
                 There you are.  Come join us.

     There's a wrought IRON BED not far from Dino.  MACHINE is
     seated on the mattress, a huge man, wearing a leather S+M
     harness and the same WRESTLING MASK as in the snuff film.

     Welles gathers his courage, walks towards them.

     Dino pulls back on the bow, aiming away across the
     warehouse.  He stands by a TABLE with a QUIVER of ARROWS
     propped up.  He shoots an arrow toward a large TARGET...

     Strikes the target dead center, BULL'S-EYE.  As Welles gets
     closer, he notices several things ... 

     ... a 16MM CAMERA mounted on a TRIPOD, facing the bed, along
     with several movie LIGHTS

     ... several BOWIE KNIFES are laid out on the table, beside
     a pair of HANDCUFFS...

     ... Machine is watching him as he approaches...

     Welles stops, not far from Dino and Machine, but keeping his
     distance.  Dino's still firing arrows at the target.
     Machine's still staring at Welles.

                             WELLES
                       (to Machine)
                 Hello.

     Machine just stares at him with bloodshot eyes.

                             DINO VELVET
                 You brought the money?

                             WELLES
                       (takes out envelope)
                 Right here.

     Dino lets fly another arrow... another bull's-eye, then
     turns to look at Welles with a smile.

                             DINO VELVET
                 Excellent.

                             WELLES
                 Where are the women?

                             DINO VELVET
                 They should be here any minute.

     Welles comes forward slowly, places the envelope on the
     table, beside Bowie knifes.  He's sweating.

                             WELLES
                       (of the knifes)
                 What are these for?

                             DINO VELVET
                 Hmm?  Oh, the knifes?  They're just
                 props.  Nice, aren't they?

                             WELLES
                 Sure.

     Dino walks across towards the target.

                             DINO VELVET
                 Machine and I were just talking
                 about knifes.  The beauty of
                 knifes...

     Dino pulls arrows from the target.

                             DINO VELVET
                 He was saying how fascinated he is
                 by their simple ability to be sharp.
                 The ability of a piece of metal to
                 be so thin that it is almost
                 nothing...

     Dino walks back to the table, replaces the arrows in the
     quiver, cueing another arrow in is bow.

                             DINO VELVET
                 So close to nothingness that it cuts
                 with minimum effort, because it's so
                 non-intrusive.  Flesh is fooled.  It
                 blooms open as the blade widens, but
                 by then it's too late, because the
                 knife's already doing its pure,
                 simple damage.

     Dino shoots another arrow to the target.
     A CLATTER attracts Welles attention.  Far across the
     warehouse, a DELIVERY DOOR rolls upwards.  A CAR with tinted
     windows drives in...

     The MAN who opened the door, silhouetted in sunlight, stays
     behind to close the door as the car pulls forward...

                             DINO VELVET
                 Ah, ours guests have arrived.

     Machine stands.  He is a giant.
     Welles takes a few steps back, wary, sweating hard now.

     The car parks across the warehouse, not far from the target.

     Dino puts another arrow in his bow, pulls it taunt, aims at
     the target... turns, aims the arrow at Welles.

                             DINO VELVET
                 Mister Welles... would you be so
                 kind as to remove any firearms from
                 your person?

                             WELLES
                 What are you... ?

                             DINO VELVET
                 Take out your gun!

     Welles brings his hand towards his holster...

                             DINO VELVET
                 Slowly.  Let me see it.

     Welles takes out his gun, looks across the warehouse...

     The SILHOUETTED MAN is walking this way.  Can't tell who he
     is yet.  Machine heads the direction of the parked car.

                             DINO VELVET
                 Empty the gun onto the table, very
                 carefully.

                             WELLES
                 Look, I don't know what this...

                             DINO VELVET
                 Shut up, cunt!  Do exactly as I say,
                 or I'll put this arrow through your
                 throat.

     Welles obeys, helpless, dumps the bullets out on the table.

     The SILHOUETTED MAN'S getting closer.  It's Eddie Poole.

                             EDDIE
                 Is that him?

                             DINO VELVET
                       (to Welles)
                 Put the gun down, take the
                 handcuffs.  Handcuff yourself to the
                 bed.

     Welles obeys, walks to the bed.
     Welles attaches one cuff to the bed's iron rail, fastens the
     other cuff around his wrist. Dino puts down the bow and arrow.

                             DINO VELVET
                       (still to Welles)
                 Didn't know what to make of you at
                 first, and you certainly had Eddie
                 on pins and needles.  But, lo and
                 behold, from out of the blue came an
                 old business acquaintance to explain
                 everything...

     Welles looks across to the car...
     The sinister lawyer, Longdale, gets out from behind the
     wheel and hands the keys to Machine, walks this way...

                             EDDIE
                 This is the fucker?  Motherfucker,
                 doesn't look like anything...

     Eddie walks around the bed, studies Welles.  Welles watches
     him.  Eddie goes to stand behind Welles, rushes forward...

     PUNCHES Welles in the side of the head.
     Welles goes down, clutching his face.

                             EDDIE
                 Doesn't look like shit.

     Eddie pulls Welles to his feet, throws him against the bed,
     frisking him from head to toe.

     Longdale comes to stand beside Dino, nervous, taking out a
     tiny HANDGUN and pointing it at Welles.  Welles looks up,
     holding his head, afraid, sits on the bed.

                             DINO VELVET
                     (to Welles)
                 You remember Mr. Longdale, don't you?

                             WELLES
                 I remember him.

                             LONGDALE
                 Let's get this over with.

                             DINO VELVET
                 Fine idea.

     Dino comes to sit on the bed beside Welles.

                             DINO VELVET
                 You're going to go get the film you
                 received from Mrs. Christian, bring
                 it here and put it in my hand.  And
                 to save time, so we make this as
                 efficient as possible, there's an
                 incentive...

     Dino puts his fingers in his mouth, lets out a sharp WHISTLE.

     Across the warehouse, Machine uses the car keys to open the
     trunk of the car, pulls SOMEONE out...

     It's Max, beaten bloody, bound, face swollen, gagged, hardly
     conscious.  Machine throws him to the floor.

                             WELLES
                 No...

     Welles tries to go towards Max, yanked back by the
     handcuffs, pulls the bed a few inches, but it's heavy.

                             DINO VELVET
                 Friend of yours?

                             WELLES
                 Look, he's got nothing to do with
                 this... let him go...

                             DINO VELVET
                 Can you guess what I'm going to say
                 next?

                             WELLES
                 He doesn't know anything... he's got
                 nothing to do with this...

                             DINO VELVET
                 Bring the film, or we kill him.

     Sorrow and rage rises up in Welles, but there's no choice.

                             WELLES
                 I'll get it.  It's in a safe deposit
                 box, in the city...

                             DINO VELVET
                 How cooperative.  Longdale will keep
                 you company.

     Dino takes out HANDCUFF KEYS, throws them to Longdale.
     Longdale approaches Welles carefully, unlocking him.

                             DINO VELVET
                 Don't let Longdale's questionable
                 choice of weapon give you any ideas.
                 If his fey little gun puts enough
                 little holes in you, you'll be just
                 as dead... and so will Max.

                             EDDIE
                 Move it, dirtbag... !

     Eddie comes to SHOVE Welles.  Welles stumbles to the
     ground, gets to his feet.  Welles walks, takes one last
     glance back towards Max.  Longdale follows.

                             DINO VELVET
                       (watching them go)
                 Do hurry.


     EXT.  MANHATTAN STREETS -- DAY

     Welles' car moves in the slow flow of traffic into mid-town.

     INT.  WELLES' CAR -- CONTINUOUS

     Welles is at the wheel.  Longdale is in the passenger seat,
     gun held in his lap.

                             WELLES
                 You were the middleman, am I right?
                 Old man Christian wasn't about to go
                 shopping for a snuff film himself.

                             LONGDALE
                 Wouldn't exactly have been possible
                 for a man of his stature.

                             WELLES
                 So, he sent you, gave you the money,
                 his errand-boy.  And if you refused,
                 it wasn't like you could tell anyone
                 your pervert boss just asked you to
                 get him a snuff film.  That's the
                 beauty of lawyer/client privilege.

                             LONGDALE
                 That's trust.  Mr. Christian trusted
                 me implicitly.

                             WELLES
                 Must have paid you a lot, for you to
                 risk everything.  Would've had to
                 have cut yourself a real nice piece
                 of money.

                             LONGDALE
                 I was well compensated.

                             WELLES
                 That's why you got scared when Mrs.
                 Christian hired me.  You knew about
                 the film, figured it had to be in
                 that safe.  How'd you find me?

                             LONGDALE
                 Never mind how I found you.

                             WELLES
                 Followed me... must have freaked out
                 when you saw me closing in on your
                 buddies...

                             LONGDALE
                 They're no friends of mine.

                             WELLES
                 Except, you're willing commit murder
                 with them.

                             LONGDALE
                 None of this would be happening if
                 you would have left it alone.  If
                 you weren't digging up a girl who
                 died six years ago.  A girl no one
                 even remembers.

                             WELLES
                 Mary Anne Mathews, that was her
                 name.  Her mom remembers her.

     Welles looks at Longdale.

                             WELLES
                 You found these smut dealers and
                 asked to buy a snuff film, right?
                 Wanted them to find you one.  Well,
                 they didn't find you one, Longdale,
                 they went out and made you one...

                             LONGDALE
                 Shut up.

                             WELLES
                 Mary Anne Mathews was alive till you
                 paid money to have her murdered.

                             LONGDALE
                 Shut your mouth and drive!

                             WELLES
                 Did it get him off, huh, watching
                 them cut her up?  Tell me, because
                 I really want to understand.  Did he
                 jerk off to it?  You watch it with
                 him, sit there giving him a handjob
                 while you both watched... ?

     Longdale jams the gun against Welles' side.

                             LONGDALE 
                 You're making me very angry.

                             WELLES
                 Just tell me.  Tell me some more of
                 the secrets you and Christian
                 shared. What kind of degenerate
                 pervert was he really?  What the
                 fuck did he want with a snuff film?

                             LONGDALE
                 You're asking me why?

                             WELLES
                 I'm asking.

     Longdale sits back, wipes sweat from his face.

                             LONGDALE
                 A man like Mr. Christian, a great
                 man... all his money, all his
                 power... a man who attained
                 everything there was to attain...

                             WELLES
                 Why did he buy a film of some poor,
                 lost girl getting butchered?

                             LONGDALE
                 Isn't it incredibly obvious?

                             WELLES
                 Enlighten me.

                             LONGDALE
                 Because he could.  He did it because
                 he could.
                       (pause)
                 What other reason were you looking
                 for?

     Welles tightens his grip on the wheel, numbed. 


     EXT.  CHASE MANHATTAN BANK -- DAY

     Welles double parks, puts his hazard lights on.

     INT.  WELLES' CAR -- CONTINUOUS

     Longdale sits forward, looks to the bank.

                             LONGDALE
                 You've got four minutes till I call
                 Mr. Velvet and let him know there's
                 a problem.

     Longdale takes a CELLULAR PHONE from his pocket, shows it.
     Welles climbs out, heading to the bank...

     INT.  BANK, SAFE DEPOSIT VAULT -- DAY

     Welles and the SAFE DEPOSIT MANAGER enter.  They go to put
     their KEYS in one drawer, unlocking it a pulling it out.

                             MANAGER
                 May I show you to a booth...

                             WELLES
                 No, I've got it.

     Welles pulls the drawer open, takes the 8MM film out and
     hands the empty drawer to the manager, exiting.

     INT.  BANK -- DAY

     Welles comes out from the SAFE DEPOSIT VAULT, pocketing the
     film, crossing towards the entrance, looking around...

     ... at other CUSTOMERS waiting on line...

     ... at a GUARD with a GUN at his side...

     Welles detours, toward one of the LOAN DESKS.  The BANK
     EMPLOYEE behind the desk is occupied, on the phone.

     As Welles moves past the desk, he grabs a PAIR of SCISSORS
     from a pencil holder and palms it, heading to the door...

     INT.  WELLES' CAR -- DAY

     Welles gets behind the wheel.  Longdale looks at his watch.

                             LONGDALE
                 You almost went over your limit.

                             WELLES
                 Fuck you.

     Welles puts the car in gear and drives. 

                             LONGDALE
                 Give me the film.

                             WELLES 
                 You'll get it when we get there.

     Longdale puts the gun to the side of Welles' head.

                             LONGDALE
                 Give me the film.

                             WELLES
                 Go ahead, shoot me.  Then try
                 driving to Brooklyn with my brains
                 all over the windshield.

     Welles keeps driving.  Longdale sits back, stewing.


     INT.  WAREHOUSE -- DAY

     The door is kicked open.  Welles enters, takes the 8MM FILM
     out and holds it in his hand.  Longdale follows.

     As Welles moves forward, his face goes slack...

     Machine is seated on the bed, Eddie and Dino stand smoking
     cigarettes, and further on, Max is tied to the target,
     slumped over, three arrows in his chest.  Dead.

                             WELLES
                 No!!

     Welles runs towards Max, crying out, tears in his eyes...

     Machine rises, goes to intercept Welles, grabbing him.
     Welles tries to break free, but Machine lifts Welles up and
     throws him brutally to the ground.

     Welles scrambles to get up...

                             WELLES
                 You fuckers!

     Eddie comes to KICK Welles in the face.
     Welles is sent sprawling, blood gushing from his nose.  He
     lays there, stunned, weeping.

     Eddie pries the 8MM FILM from Welles' hand, tosses it...

     Dino catches the film.

     Machine comes to drag Welles towards the bed.

     Dino unspools the film, holding it up to examine it.

     Machine handcuffs Welles to the metal bedframe.  Welles
     falls to his knees, holding his face.
     Eddie PUNCHES Welles in the head.

                             EDDIE
                 You're a dead man.

                             DINO VELVET
                 Leave him alone.

                             EDDIE
                 Fuck off.

     Eddie PUNCHES Welles in the kidney.  Welles tries to protect
     himself.  Eddie raises his fist to punch again, but Machine
     catches Eddie's fist, throws Eddie back...

                             EDDIE
                 What the fuck... !

                             DINO
                 I promised him to Machine.

     Eddie looks up at Machine, who towers over him.

                             EDDIE
                 ... sorry...

                             DINO VELVET
                 First things first.  You might want
                 to watch this, Mr. Welles...

     Welles looks up through tears...
     Dino drops the 8MM FILM on the floor, takes a small bottle
     of lighter fluid from his pocket.  Longdale comes to watch.

     Welles watches helpless, agonizing...

                             WELLES
                 Don't... please...

     Dino drops the film to the floor, sprays it with fluid,
     takes out matches, light one, drops it...

     The 8MM FILM goes up in flame...

     Welles watches, quaking, hysterical, trying to pull himself
     towards the flame, dragging the bed...

     The film is destroyed by flame...

     Welles gives up, presses his face to the floor, eyes shut.

                             DINO VELVET
                 And so it ends.  It's as if she
                 never existed.

     Welles falls back, gasping, wiping blood and tears and
     spittle from his face, getting slowly, to his feet.

                             DINO VELVET
                 Don't blame yourself.  You were in
                 way over your head.

     He looks to Max's corpse, to the smoldering film...
     Swallowing back his fear, panic and rage...

                             WELLES
                 Motherfuckers.  Small time,
                 motherfuckers... !  Tell me
                 something...

     Welles spits blood, hangs onto the bed for support.

                             WELLES
                 I know why you did it, Dino,
                 Eddie... but, why'd the lawyer do
                 it?  Must have been a helluva lot of
                 money, right?  One fuckload of
                 money...

     Welles sits on the bed, eyes burning with fury.

                             WELLES
                 So, what are you all still doing
                 small time, huh?  What are you still
                 doing in the sewer, Eddie?!
                 Christian gave Longdale a million
                 dollars to find him a snuff film.
                 How much did you ever see... ?

     Eddie and Dino look to Longdale.

                             EDDIE
                 What's he talking about?

                             WELLES
                 One million dollars, Dino.  How much
                 did he tell you he had...

     Longdale's getting very nervous.

                             LONGDALE
                 He's lying.

                             WELLES
                 Look at him.  You think he played it
                 square?  How much did he give you,
                 how much did he keep for himself?

     Eddie walks towards Longdale...

                             EDDIE
                 What the fuck's he talking about?

     Longdale takes out his gun, aims it at Machine, Dino and
     Eddie, scared...

                             LONGDALE
                 Stay away from me. 

                             DINO VELVET
                 What's going on, Longdale?  Did this
                 happen?

                             EDDIE
                 You sell us short, you fuck?

                             LONGDALE
                 Stay back!  You have a gun, Eddie,
                 show it to me.  Now!

     Eddie slowly takes out his gun, seething.

                             LONGDALE
                 Put it on the ground, kick it here...

     Eddie puts the gun down, kicks it...
     Longdale picks it up, throws it far away.

                             EDDIE
                 You fucking lawyer...

                             LONGDALE
                 Move back!  All of you... move!

     Machine, Dino and Eddie stand between Longdale and the car
     with tinted windows parked across the warehouse...

                             DINO VELVET
                 What were you thinking?

     Welles watches as Machine, Dino and Eddie back slowly away
     from Longdale.  Longdale's gun hand is shaky...

     Welles tries to drag himself towards the table where his gun
     and bullets are, dragging the bed, inch by inch...

     Longdale back away, trying to angle around the menacing trio
     so he can get to the car...

                             LONGDALE
                 Back off!  Everything's been taken
                 care of, and I'm leaving now...

                             DINO VELVET
                 You're not going anywhere if you
                 fucked us, lawyer.

                             LONGDALE
                 I'm leaving.

                             EDDIE
                 You got the guts, tough guy?  Gonna
                 kill us all, is that it?

                             DINO VELVET
                 You betrayed us.

                             LONGDALE
                 Stay where you are!

     Machine edges forward, holding his hands in the air.
     Longdale brandishes the gun...

                             LONGDALE
                 Keep back!

     Machine, Eddie and Dino are held at bay...

                             DINO VELVET
                 You're not gonna live through this.

     Welles still tries to get to the table, wrist bleeding in
     the cuff, bed screeching across the floor...

     Machine, hands up, slowly reaches behind his shoulder,
     touches the handle of a huge KNIFE sheathed to his back.

                             LONGDALE
                 Our business is done, I'm leaving,
                 no one's going to stop me...

     Longdale glances towards the car, seems like he's about to
     make a run for it.  Dino Velvet takes a step forward...

                             DINO VELVET
                 Fuck you!

     Machine unsheathes the KNIFE and THROWS...

     THUNK!  The knife imbeds to the hilt in Longdale's chest and
     Longdale's gun FIRES...

     Dino Velvet flies backwards, shot in the face!

     Dino hits the ground, screaming, writhing, hands to his
     face, blood pouring out between his fingers.

     Longdale falls back onto his ass, sitting there, eyes bugged
     out in surprise.  He looks down at the knife in his chest.

     Machine lets out a SCREAM, runs to Dino...

     Machine falls to his knees and grips Dino, tries to hold
     him.  Dino's screaming, squirming frantically...

     Longdale sits looking down at the knife in his chest, looks
     up, and gallons of blood pour from his mouth...

                             EDDIE
                 Fuck.

     Eddie comes to look down at the Longdale.  Longdale falls
     back, dead, blood still flowing from his maw.

     Welles drags the heavy bed, getting closer to the table...

     Eddie spins, looks across to see Welles struggling...

     Dino breaks free from Machine, runs blindly, still holding
     his gushing face, falls, tries to get back up...

     Eddie runs towards Welles.

     Dino stumbles forwards, writhing, then suddenly lays still.

     Machine rises, looking at Dino.  Tears come out from
     Machine's eyes and roll down his mask.

     One last gasp and shudder from Dino's body; death rattle.

     Welles pulls the bed, practically pulling his arm from the
     socket, desperately clawing towards the table...
     The table is mere feet away...

     Eddie arrives, KICK Welles in the ribs...

     Welles recoils.  Eddies KICKS again.  Welles curls into a
     ball.  Eddie KICKS again...

                             MACHINE (O.S.)
                 NO!

     Eddie stops, looks to Machine.

                             MACHINE
                 He's mine!

     Machine strides over the Longdale's corpse, puts his foot on
     Longdale's chest, yanks out the knife...
     Machine starts this way...

     Eddie backs from Welles.  Welles looks up, trying to shake
     off unconsciousness, sees Machine coming...

     Welles bows down, on his knees, as if to accept his fate...
     Reaching his free hand into his suit pocket...

                             WELLES
                 No, no, no... please, don't kill
                 me... please... !

     Machine arrives, knife in hand, lifts Welles' head back by
     the hair, brings the knife hand back...

                             EDDIE
                 Do him good.

     Welles rises suddenly, arm shooting forward, STABBING
     SCISSORS deep in Machine stomach...

     Machine ROARS, falling back, pitching forward...

     Machine's knife clatters to the ground.

     Eddie's eyes go wide. 

     Machine hits the floor, clutching his guts.

     Welles pushes upwards with all he's got left, turns the iron
     bedframe onto its side, flipping the mattress off...

     Eddie moves forward, furious...

     Welles grabs Machine's knife, wielding it, holding Eddie off.

                             WELLES
                 Back off, Eddie...

     Welles drags the now lightened bed frame towards the table.
     Eddie's sorely tempted, but keeps away.

     Eddie turns, looks across the warehouse...

     There's his gun, lying there, far away.

     Eddie runs for the gun.

     Welles pulls himself to the table, reaches for the gun,
     knocks the table over.  He's got the gun, but...

     Bullets hit the floor as the table falls.

     Welles struggles to open his gun with his sole free hand,
     gets it open, holds it between his knees...

     Welles grabs a bullet...

     Eddie's running toward his gun, gasping for air...

     Machine's on his knees, pulling the scissors out with
     trembling hands...

     Welles puts the bullet in the gun, flips it shut, rises,
     taking aim across the warehouse...

                             WELLES
                 Stop Eddie!

     Eddie's running...

                             WELLES
                       (pulls back the hammer)
                 I swear to Christ I'll shoot you in
                 the back... !

     Eddie stops, hands up, about ten feet from his gun...

     Machine stays on his knees, holding his bleeding stomach.
     Welles points his gun at Machine.

                             WELLES
                 Come back, or I put a hole in him.

     Eddie's looking at his gun, so close, so far away.

                             WELLES
                 You might make it to your gun, but
                 not before I shoot Machine.  And if
                 I have to shoot him because of you,
                 and I don't kill him, right after he
                 kills me, he's gonna kill you.

     Eddie turns, starts walking back...

                             WELLES
                       (to Machine)
                 Take off the mask.

     Machine shakes his head.

                             WELLES
                 Take it off!

                             MACHINE
                 You got one bullet.

     Welles looks to see Eddie heading back, keeps the gun on
     Machine, backs away, dragging the bed frame, looks to the
     DOOR behind him...

                             MACHINE
                 The only choice you have now, is
                 which one of us kills you.

     Welles backs away, drags the bedframe.  Eddie's getting
     close.  Welles points the gun at Eddie.  Eddie slows.

     Welles points the gun at Machine, points the gun at Eddie.

     Welles puts the gun to the chain of his handcuffs, FIRES...
     breaks the handcuff chain.

     Welles bolts to the door...

                             MACHINE
                 Get the gun!

     Eddie runs back towards his gun.
     Machine rises with a grunt of pain, moves towards the door,
     but agony doubles him back over to his knees.

     EXT.  BROOKLYN WAREHOUSE -- DAY

     Welles shoves out into daylight, fleeing down the stairs,
     running towards his car...

     INT.  WELLES' CAR -- CONTINUOUS -- DAY

     Welles climbs in, gets out his keys, starts the car...
     He pulls away, TIRES SCREECHING.  Behind, Eddie gives chase,
     running, FIRING his gun...

     Welles ducks as BULLETS SLAM the car, SHATTERING WINDOWS.

     EXT.  BROOKLYN STREETS -- CONTINUOUS -- DAY

     Welles' car picks up speed, takes a turn, BURNING RUBBER...
     Behind, Eddie curses, runs back to the warehouse.

     INT.  WELLES' CAR -- CONTINUOUS -- DAY

     Welles glances back, ENGINE ROARING.  He tries to keep from
     crying, steers with one hand, holds his bleeding face.

     EXT. BROOKLYN STREETS -- CONTINUOUS -- DAY

     Welles' car races away.


     INT.  WELLES' HOME, KITCHEN -- DAY

     Amy looks tired, like she hasn't slept.  She feeds Cindy.
     PHONE RINGS.  Amy goes to answer it...

                             AMY
                       (into phone)
                 Hello?

                             WELLES (V.O.)
                       (from phone)
                 Amy, it's me.  Listen very
                 carefully..

                             AMY
                       (into phone)
                 Tom?  Where have you been... ?

     INT.  WELLES' CAR -- CONTINUOUS -- DAY

     Welles drives, face caked in dried blood, cellular phone to
     his ear.  The HIGHWAY rushes past out the car window.

                             WELLES
                       (into phone)
                 Amy, just listen.  Take Cindy and
                 get out of the house.  Do it now.
                 Go to a hotel and stay there...

                             AMY (V.O.)
                       (from phone)
                 What's wrong?  Are you alright?

                             WELLES
                       (into phone)
                 I'm okay.  Please, honey, I can't
                 explain.  Don't use the phone, just
                 pack a bag and get out.  I'm on my
                 way.  I'll be back at the house in
                 three hours.  Call me from the hotel
                 when you get there

                             AMY (V.O.)
                 ... What's going on?

                             WELLES
                 Just do it, Amy, please, go.

     INT.  WELLES' HOUSE, KITCHEN -- CONTINUOUS -- DAY

     Amy hangs up, scared.  She goes to grab Cindy up into her
     arms, hurrying out of the kitchen and going upstairs.

     EXT.  HIGHWAY -- CONTINUOUS -- DAY

     Welles' car tears down the freeway, passing other cars.


     EXT.  WELLES' NEIGHBORHOOD -- NIGHT

     Suburban streets.  Welles' car arrives, parks.  Welles gets
     out, starts across a neighbor's yard, cuts between houses...

     EXT.  WELLES' HOUSE, BACKYARD -- NIGHT

     Welles enters his backyard, slowing, taking out his gun.  He
     keeps behind shrubbery, surveying his dark house.

     INT.  WELLES' HOUSE, DOWNSTAIRS LIVING ROOM -- NIGHT

     Welles uses a key to unlock the SLIDING GLASS DOOR, opens it
     slow, enters, gun up, searching the darkness.

     INT.  WELLES' HOUSE, OFFICE -- NIGHT

     Welles pushes the door open, checks this room.

     INT.  WELLES' HOUSE, BEDROOM -- NIGHT

     Welles makes sure the bedroom's empty, looks in the
     bathroom.  He puts his gun away, leaves the lights off.

     He goes to the PHONE on the bedside table, unscrews the
     earpiece.  He removes a small, wire-mesh BUGGING DEVICE.

     INT.  WELLES' HOUSE, KITCHEN -- NIGHT

     Dark.  Welles picks up the cordless phone, struggles to pry
     the receiver open.  He discovers another small BUG.

     He drops the BUGS to the floor, crushes them under foot.

     He puts the phone back together and is replacing it when it
     RINGS LOUDLY.  Welles is startled, drops the phone...

     Welles takes a breath, trying to shake off the jitters.  He
     picks up the RINGING PHONE, answers it...

                             WELLES
                       (into phone)
                 Honey... ?

                             MACHINE (V.O.)
                       (from phone)
                 Not quite.

     Welles stiffens.

                             MACHINE (V.O.)
                 Nothing like getting home after a
                 rough day.  Home sweet home.

     Welles moves into the HALL, towards the front door...

                             MACHINE (V.O.)
                 Walk away.  Pack your bags, put the
                 wife and kid in the car and find a
                 place to hide.  If you're lucky,
                 you'll never see me again.

     Welles takes out his gun, opens the front door, looking out.
     The street in front of the house is empty.  CRICKETS CHIRP.

                             WELLES
                 I don't know if I can do that.

                             MACHINE (V.O.)
                 I know who you are.  I know where
                 you live.  I know everything I need
                 to know to find you.
                       (pause)
                 Who am I?

     MACHINE is HEARD HANGING UP the phone.


     INT.  HOTEL ROOM -- NIGHT

     Cindy's crying.  Amy opens the door with the chain on, sees
     Welles, lets him in.  Amy and Welles embrace, kissing.  Amy
     touches Welles damaged face, worried...

                             AMY
                 What happened to you?

                             WELLES 
                 I'm okay, honey, I'm okay.  Are you
                 alright?

                             AMY
                 What's going on, Tom?  What happened?

                             WELLES
                 I can't tell you, Amy.  You know I
                 can't.  You have to trust me...

                             AMY
                 Tom...

                             WELLES 
                 It has to be this way for now.  It
                 won't be long.

     Welles goes to pick up Cindy, tries to comfort her, kisses
     her red face as she keeps crying.

                             AMY
                 Why haven't you called?  Why don't
                 you answer your phone?

                             WELLES
                 I don't know.  I'm sorry...

                             AMY
                 You're sorry?  What was I supposed
                 to think?

     Amy comes to take Cindy from him.

                             AMY
                 You owe me an explanation.  You
                 can't treat me like this.

                             WELLES
                 I wanted to call.  I couldn't.

                             AMY
                 You couldn't?

                             WELLES
                 You don't understand...

                             AMY
                 No, I don't, because you're not
                 telling me anything!

                             WELLES
                 I was in hell.  If I called you...
                 if I heard your voice... it would
                 have been so easy for me to quit.
                 I couldn't do that.

     Tears comes to Amy's eyes.

                             AMY
                 You should have.

                             WELLES
                 Amy, I'm not going to let anything
                 happen to us.

                             AMY
                 Look where we are.  Look at
                 yourself.  You son of a bitch,
                 you don't have any idea what
                 you're putting me through...

                             WELLES
                 I don't know what to say

                             AMY
                 You're killing me...

                             WELLES
                 Don't...

                             AMY
                 What was I supposed to think
                 happened to you?!

                             WELLES
                 Amy...

     Welles goes to Amy, but she pulls away.  She sits on the
     bed.  Cindy's still crying.  Welles sits beside Amy, puts
     her arms around her.

                             WELLES
                 Forgive me.

     Amy cradles Cindy.  Welles rests his head on Amy's shoulder,
     places one hand on Cindy.

                             WELLES
                 We have to stay here a few days.
                 I'll get more clothing from the
                 house if I can.  I'm sorry.
                       (pause)
                 We're going to be okay.

     Welles rises.  He goes to the PHONE, starts dialing.  Amy
     looks at him, wipes tears.

                             AMY
                 Who are you calling?

                             WELLES
                 Mrs. Christian.

                             AMY
                 What?

                             WELLES
                 She's all I've got.  She's the only
                 witness.

                             AMY
                 Tom... she's dead.

     Welles looks to Amy.

                             AMY 
                 She died in her sleep three days
                 ago.  It was in the paper...

                             WELLES
                 I just talked to her.

     Cindy's crying.  Welles sits into a chair, trying to
     understand this, his mind racing.  He hangs up the phone.

                             AMY
                 How could you not know?

     Misery pulls down the corners of Welles' mouth.  He tries to
     find words, but none come.  He sits forward and hides his
     face in his hands, overwhelmed.  Cindy's crying.


     INT.  HOTEL ROOM -- LATER NIGHT

     Cindy sleeps, encircled by pillows and blankets on the bed.
     Amy watches her, runs her hand gently across Cindy's head.

     Amy rises, turns out the light, goes to a BALCONY DOOR...

     EXT.  HOTEL ROOM, BALCONY -- NIGHT

     Welles sits with his feet up on the balcony rail, looking
     into the parking lot.  Amy joins him, sits.

                             AMY
                 Promise you'll stay.

     Welles looks at Amy.

                             WELLES
                 Promise you won't go back there,
                 wherever you were.  Whatever it was,
                 forget it.

     Welles takes a deep breath, nods his head.

                             AMY
                 Promise me.

     Welles looks out into the night sky of stars.

                             WELLES
                 I promise.

     Amy comes to kiss Welles.  Welles wraps his arms around her
     and holds her tight.  She holds him.


     INT.  HOTEL ROOM -- LATER NIGHT

     Amy is asleep on the bed beside Cindy.  Welles comes out
     from the bathroom in a fresh shirt and suit, turns off the
     bathroom light.  He stands looking at Cindy and Amy.

     EXT.  HOTEL -- NIGHT

     Welles exits the hotel, heading to his Ford.


     INT.  WELLES' CAR -- NIGHT

     Welles drives, staring ahead.  Through the windshield, the
     headlights illuminate the endless roadway.

     EXT.  KENNEDY AIRPORT -- NIGHT

     Airplanes take flight.  Manhattan glitters in the distance.


     EXT.  WILSHIRE OFFICE BUILDING -- DAY

     Eddie Poole's building.  A typically bright, sunny LA day.
     In the street, Welles parks a rental car, gets out.

     INT.  WILSHIRE OFFICE BUILDING, 8TH FLOOR HALL -- DAY

     ELEVATOR doors open and Welles gets off.  He moves down the
     hall, around a corner, heading to "Celebrity Films."

     Welles tries the door knob, finds it locked.  He looks
     around, takes two steps back, KICKS forward... SMASHES the
     translucent glass of the door...

     INT.  CELEBRITY FILMS OFFICE -- DAY

     Welles pushes broken glass out of the way, reaches in to
     open the door.  The office has been cleaned out, trash on
     the floor, desk drawers hanging open and empty, shelves
     empty, posters gone...

     Welles grabs one of the file cabinets, pulls it open, finds
     it empty, pulls it all the way out and throws it.

     INT.  8TH FLOOR HALLWAY -- DAY

     People peer out from other offices, worried.  Welles exits
     Eddie's office, ignoring them, goes around the corner,
     straight to the STAIRWELL, heading downstairs...


     EXT.  HOLLYWOOD HILLS -- DAY

     Welles rental car parks down the hill.  Welles climbs out,
     walking up the hill, heading for Eddie's ramshackle HOUSE.

     EXT.  EDDIE'S HOUSE, GARAGE -- DAY

     Under the stilts of the porch, Welles passes Eddie's car,
     looks in to see it loaded with BOXES and belongings.

     Welles moves on to a door at the back of the garage.  He
     takes out LOCK-PICKING TOOLS.

     INT.  EDDIE'S HOUSE, STAIRWAY -- DAY

     Welles enters slow, pockets the tools, takes out his gun.
     FOLLOW him up the stairs, into a hallway, past a LAUNDRY
     ROOM with washer and dryer, into a LIVING ROOM...

     Welles sweeps the room with his gun, wired.  Eddie's house
     is predictably a trash heap, strewn with VIDEOS, MAGAZINES,
     dirty DISHES and fast food remnants.  Welles moves on...

     INT.  EDDIE'S BEDROOM -- DAY

     Eddie's throwing clothing into a suitcase, hurried.  Welles
     comes into the doorway, taking aim, edging forward.

                             WELLES
                 Hello, Eddie.

     Eddie spins, startled.

                             WELLES
                 Put your hands on your head.

     Eddie looks out of the corner of his eye... to his GUN.

                             WELLES
                 Put your hands behind your head,
                 lock your finger together, get down
                 on your knees.

     Eddie does as commanded, gets to his knees.  Welles moves
     towards him, very nervous, white-knuckling the gun.
     He KICKS Eddie in the stomach, doubles him over.

                             WELLES
                 I owe you a few.

     Welles KICKS again.


     INT.  EDDIE'S KITCHEN -- DAY

     Welles enters the filthy kitchen, carrying Eddie's gun.  At
     the sink, Welles pops the gun's clip.  He pushes the bullets
     out into his palm, one by one.

     He dumps the bullets into the GARBAGE DISPOSAL, drops the
     clip in, turns it on.  The DISPOSAL makes a terrible
     GRINDING NOISE, straining, till it finally goes dead.

     INT.  EDDIE'S LIVING ROOM -- DAY

     Welles goes to the picture window and closes the curtains.
     He turns on a lamp, goes back towards the bedroom.  After a
     moment, he returns, dragging Eddie on the floor...

     Eddie's bleeding out his nose, hands DUCT-TAPED together
     behind his back, legs bound at the ankle, dragged by a belt
     around his neck, choking...

     Welles drops the belt, undoes it from Eddie's neck.  Eddie
     gasps for air.  Welles pulls him up, puts him on the couch.

                             WELLES
                 Don't go anywhere.

     Welles heads for the stairs...

     EXT.  EDDIE'S GARAGE -- DAY

     Welles goes to Eddie car, tries the door, it's unlocked...

     IN THE CAR

     Welles takes the thick THOMAS GUIDE map book off the dash.

     INT.  EDDIE'S LIVING ROOM -- DAY

     Welles returns.  Eddie's on the floor, wriggling.  Welles
     drops the Thomas Guide on the coffee table, picks Eddie up,
     throws him back onto the couch.

                             EDDIE
                 I'm gonna kill you.

                             WELLES
                 Don't bore me with that bullshit.

                             EDDIE
                 How'd you find me here?

     Welles PUNCHES Eddie in the ear.

                             WELLES
                 Don't ask questions.

                             EDDIE
                 Fuck you! 

     Welles PUNCHES Eddie in the same ear.  Eddie's hurting.
     Welles rubs his aching knuckles.

                             WELLES
                 Starting to recognize a pattern?

                             EDDIE
                 What do you want?

                             WELLES
                 Who is Machine?

                             EDDIE
                 I don't know...

                             WELLES
                 I want his name.

                             EDDIE
                 I told you, I don't know.

                             WELLES 
                 I will never get tired of hurting
                 you, Eddie, so you might want to
                 change your attitude.

                             EDDIE
                 What the fuck am I gonna protect
                 that freak for?  He was Dino's boy,
                 not mine.  He shows up with his mask
                 on, leaves with his mask on.  Nobody
                 knows.

     Welles kicks junk off a chair, sits, takes out his gun.

                             WELLES
                 Okay, we'll come back to that.  So,
                 six years ago a guy contacts you,
                 through the classifieds, over the
                 phone, however he does it.  It's
                 Longdale, looking for a snuff film.
                 And you, entrepreneur that you are,
                 tell him you can hook him up.

                             EDDIE
                 Yeah, the fucking lawyer.

                             WELLES
                 Told him you could get him a snuff
                 film.

                             EDDIE
                 Yeah.

                             WELLES
                 How much did he pay you?

                             EDDIE
                 Thirty thousand each, that fucking
                 cocksucker.

                             WELLES
                 That's all?  Thirty each.  That's
                 all it took for you to murder her?

                             EDDIE
                 It was a lot of fucking money.

     Welles stands and paces, despairing.  He picks up a LAMP and
     throws it, SHATTERS a MIRROR, keeps pacing...

                             WELLES
                 So... you brought Dino in, and he
                 brought Machine.  And, one day, a
                 girl walked into your office because
                 you had an ad in the paper for
                 models.  And she never walked out.

                             EDDIE
                 Something like that.

                             WELLES
                 What did you do, knock her out,
                 shoot her up... ?

                             EDDIE
                 What the fuck do you want from me?

                             WELLES
                 I want to know.  I want to know
                 exactly what you did to her!

                             EDDIE
                 Fuck you then, you want to know?  I
                 talked her up, told her how
                 beautiful she was, told her she was
                 gonna be a star.  I told her I was
                 gonna get her a screen test, and
                 while I'm doing that, I got her a
                 soda and dropped a mickey.  When it
                 was dark enough, I rang Dino and
                 told him it was go time, I put her
                 in the trunk of my car and we went
                 and we fucking did it.  That's what
                 happened.  She's dead.  She's been
                 dead a long fucking time.  Nobody
                 fucking cares!

     Welles puts down his gun, picks up the Thomas Guide, holding
     it in both hands, SWINGS -- SLAMS Eddie across the face...

     Eddie's stunned, lips bleeding.  He faces forward.

                             EDDIE
                 You wanted to know, now you know.

     Welles SWINGS the Thomas Guide -- POUNDS Eddie's face again.

     Welles drops the Thomas Guide in a chair, picks up his gun,
     leaves the room...

     INT.  EDDIE'S KITCHEN -- DAY

     Welles enters, starts looking through DRAWERS, searching.
     He finds SILVERWARE, selects a serrated STEAK KNIFE...

     INT.  EDDIE'S LIVING ROOM -- DAY

     Welles returns, goes to grasp Eddie by the shirt collar,
     drags him to the floor, face down.  Welles stands on Eddie's
     neck, uses the knife to cut the duct tape on Eddie's hands.

                             EDDIE
                 That's right, motherfucker, cut me
                 loose.  Be a man.

     Welles tosses the knife, gun trained on Eddie, picks up the
     Thomas Guide and throws it at Eddie... 

                             WELLES
                 Show me!

     Eddie, hands now free, pushes himself to a seated position,
     looks at the Thomas Guide.

                             WELLES
                 Show me where you did it, on the
                 map, exactly where you did it.

                             EDDIE
                 Why?

                             WELLES
                 Because we're going there.


     EXT.  134 FREEWAY -- DAY

     Welles' rental car SPEEDS down the highway, east towards
     Pasadena, leaving the City of Los Angeles on the horizon.

     EXT.  MOUNTAIN HIGHWAY -- DAY

     Welles' car travels a winding HIGHWAY that serpentines up
     into the scenic, forested SAN BERNADINO MOUNTAINS.

     EXT.  BIG BEAR -- DUSK

     The sun is low.  Big Bear Lake is vast, surrounded by
     wilderness on all sides.  Welles' car follows a TWO-LANE
     ROADWAY that runs along the lake's southern shore.

     Welles' car passes sporadic SUMMER HOMES and CABINS.

     EXT.  DESERTED ROADWAY -- NIGHT

     Heavy forests border close to the road.  Welles' car travels
     alone, headlights on, slowing as it comes to an overgrown
     gravel DRIVEWAY with a rusty CHAIN strung across it.

     IN THE CAR

     Welles leans forward to look up at an old SIGN of broken
     neon and peeled paint: "Big Bear Motor Lodge."

     Welles pulls forward, puts the car in reverse...

     ON THE ROADWAY

     Welles' car backs up, angling, till the rear bumper comes
     against the chain, BACKING... till the CHAIN SNAPS.

     Welles' car pulls forward across the empty roadway, turns
     around... accelerates down the overgrown driveway...

     EXT.  BIG BEAR MOTOR LODGE -- NIGHT

     Welles' car comes down the driveway, into a small LOT.

     IN THE CAR

     THROUGH THE WINDSHIELD: headlights reveal what's left of the
     abandoned MOTOR LODGE, a REGISTRATION OFFICE at the center
     with attached wings of rooms on both sides.

     The LEFT WING of rooms is a fire ravaged, burnt-out
     skeleton.  What remains of the OFFICE and RIGHT WING is
     boarded over, falling apart.  No window has gone unbroken.

     IN THE LOT

     Welles turns out headlights and parks.
     He gets out, walks to look up the driveway.  A CAR is HEARD.
     HEADLIGHTS can be seen a good distance away through the
     forest as the CAR PASSES.

     Welles goes to his car, unlocks the trunk and opens it.
     Eddie's lying in there, arms and legs bound, gagged.

     INT.  MOTOR LODGE ROOM -- NIGHT

     The door is shoved inward, hanging crooked by one hinge.
     Eddie enters first, hands still bound behind him.  Welles
     pushes Eddie forward, gun out.

     Welles turns on his penlight FLASHLIGHT, shining it into the
     room.  There dead leaves all over the floor.  The room's
     empty except for a CHAIR lying on its side.

     Welles sweeps the room with the inadequate light.  This is
     where Mary Anne Mathews died, vaguely recognizable from the
     snuff film, without the furniture.

                             EDDIE
                 What are we doing here?

     Welles goes to the bathroom door, keeping the gun trained on
     Eddie, pushes the bathroom door open with his foot...

     The bathroom's cracked MIRROR reflects the penlight and
     Welles' palely lit face.

                             WELLES 
                 That night... you didn't have to be
                 in the room, but you were.
                       (looks to Eddie)
                 Why?  Why did you watch?

     Eddie goes to the chair, tips it upright with his foot, sits.

                             EDDIE
                 I don't know.  I felt like it.  I
                 never saw anyone get done before.

                             WELLES
                 You enjoy it? 

                             EDDIE
                 Made me sick, but what did I care?
                 What did I care if some hump wants
                 to beat off to that.  It was just
                 something I was doing for money.

                             WELLES
                 Tell me what happened.

                             EDDIE
                 What do you want to know?  You saw
                 it, you saw the loop...

                             WELLES
                 Nobody saw you bring her in?

                             EDDIE
                 There wasn't nobody around.  This
                 place was a shit-hole.  I backed up
                 the car to the door and we carried
                 her in, like groceries.  Dino made
                 her eat a bunch of pills, we laid
                 out the plastic, put film in the
                 camera and Machine went to work.

                             WELLES
                 What did you do with her body?

                             EDDIE
                 Took it out the bathroom window.
                 Buried it in the woods.

                             WELLES
                 Show me.

     EXT.  BIG BEAR MOTOR LODGE -- NIGHT

     Eddie and Welles come around the corner of the abandoned
     motel, Eddie leading the way, Welles following with gun and
     flashlight, into the dense forest...

                             EDDIE
                 What are you thinking you're gonna
                 do... ?

     Welles shoves Eddie ahead.

                             WELLES
                 Keep moving.

                             EDDIE
                 Where do you think you're taking
                 this, huh?  Gonna be a big hero,
                 avenge that little girl's death?
                 Gonna make everything right with the
                 world?  How you gonna do that... ? 

     FURTHER ON

     Welles and Eddie come over a hill, deeper into the forest...

                             EDDIE
                 You can't go to the cops.  All you
                 can do is cut me loose and walk
                 away, because you got nothing...

                             WELLES
                 Stop talking.

                             EDDIE
                 You got absolute zero.

                             WELLES
                 Show me where you buried her.

                             EDDIE
                 I don't know...
                       (nods to forest)
                 ... out there somewhere.

                             WELLES
                 Where?  Show me where.

                             EDDIE
                 I fucking don't know.  What do you
                 think... we weren't burying
                 treasure.  We didn't pace it out so
                 we could come back and get it.  We
                 dug a hole and we put her in it.
                 Your guess is as good as mine.

     Welles walks ahead of Eddie, distraught, shining his
     flashlight ahead across the indecipherable forest floor.

                             EDDIE
                 You'll never find her.  Nobody ever
                 will, and even if they did, it
                 doesn't mean nothing.  Bring in the
                 cops, bring in the F.B.I., fuck 'em
                 all.  Without the film, it never
                 happened.  Don't you get it?  It's
                 over.  You can't do anything.

     Welles turns, aims his gun at Eddie, furious.

                             WELLES
                 I can kill you.  I can leave you out
                 here, just like you left her.

     Eddie's not backing down.

                             EDDIE
                 Do it.

                             WELLES
                 Don't think I won't.

                             EDDIE
                 Do it!  Put me out of my misery so
                 I don't have to listen to you
                 whining anymore.  You think it's so
                 easy?

                             WELLES
                 Easy enough for you.

                             EDDIE
                 I never killed anyone.

                             WELLES
                 That's right, you just stood there
                 and watched, because you "felt like
                 it."  Almost makes you worse.

                             EDDIE
                 What do you want?  You want me to
                 fall to my knees and start crying
                 like a baby... ?

     Eddie walks towards Welles.  Welles backs away...

                             EDDIE
                 Where you going?  You're the one
                 with the gun.  Aren't I defenseless
                 enough?  Come on...

     Eddie comes ahead, defiant, the gun inches from his face.

                             EDDIE
                 Go ahead and kill me.  Kill me with
                 that gun, your gun, right,
                 registered in your name?  Dig the
                 hole yourself, with your bare hands,
                 bury the body with your bullets in
                 it.  Fucking do it!

     Welles step forward, presses the gun against Eddie's
     forehead, pulls back the hammer... 

     Eddie just stares back at Welles with hatred in his eyes.

     Welles is terrified, unsure... trying to muster the courage
     to do it... gun hand trembling... finger on the trigger...


     INT.  MOTOR LODGE ROOM -- NIGHT

     Eddie's thrown face down to the floor.  Welles comes to sit
     on Eddie's back, facing Eddie's feet, holsters his gun,
     takes out duct tape and grabs Eddie's feet, wrapping them...

                             EDDIE
                 You pussy.

     Welles keeps going around Eddie's ankles with the duct tape,
     till Eddie's securely bound.

     He rips the tape roll free and gets up, walking out...

                             EDDIE
                 Fucking pussy!

     EXT.  MOTOR LODGE -- NIGHT

     Welles pulls the door closed behind him, walks to his car.

     IN THE CAR

     Welles opens the passenger door and sits, shaken, at his
     wit's end.  He opens the glove compartment, finds
     cigarettes, digs one out and lights it.

     He looks back to the motel room.

     He looks down to the glove compartment, at his CELLULAR
     PHONE.  After a moment, Welles picks up the phone, looks at
     it in his hand.

     IN THE LOT

     Welles gets out of the car, gets up on the hood, lays back,
     staring at the sky.  He closes his eyes, smokes.

     Welles opens the phone, looks at the illuminated numbers.
     He digs in his suit jacket pocket, takes out his notepad,
     pages through, studies one page.

     Welles sits up.  He gathers himself, throws his cigarette,
     dials a number, puts the cellular to his ear, afraid...

                             MRS MATHEWS (V.O.)
                       (from phone)
                 Hello... ?

                             WELLES
                       (into phone)
                 Mrs. Mathews?  It's Thomas.  Do you
                 remember, I was there a few weeks
                 ago... asking about your daughter...

                             MRS MATHEWS (V.O.)
                       (from phone)
                 I remember.  You just left...

                             WELLES
                       (into phone)
                 I have to tell you something.  It
                 won't be easy for you to hear.  It's
                 about your daughter... Mary Anne...
                       (struggling)
                 When I... when I was there with you,
                 her diary, in your attic, in
                 silverware.  If you read it, you'll
                 know what I'm telling you is true... 

     Welles climbs off the car, paces, aching with misery...

                             MRS MATHEWS (V.O.)
                 What are you talking about... ?

                             WELLES
                 She went to California, to Los
                 Angeles... she wanted to start over.
                 She wanted to be an actress...

                             MRS MATHEWS (V.O.)
                 What... ?

     Tears comes to Welles' eyes.  It's the hardest thing he's
     ever had to do in his entire life.

                             WELLES
                 Mrs. Mathews, your daughter is dead.
                 She's dead.

                             MRS MATHEWS
                 Who is this... ?

                             WELLES
                 Someone... some men, they took your
                 daughter and they drugged her, and
                 they took her to a motel room...
                 they did terrible things to her...

                             MRS MATHEWS (V.O.)
                 Who are you?

                             WELLES
                 They brought her into the room...
                 one man, he put a knife to her
                 throat and he raped her...

                             MRS MATHEWS
                 No...

                             WELLES
                 He raped her and...and...and he
                 murdered her...he cut her up with
                 knifes...

                             MRS MATHEWS (V.O.)
                 No... no... no...

                             WELLES
                 They killed her, and they took her
                 out in the forest somewhere and they
                 buried her...

                             MRS MATHEWS (V.O.)
                 Why... why are you doing this to
                 me... ?

                             WELLES
                 They murdered her, Mrs. Mathews, I'm
                 sorry.  It happened a month after
                 she ran away.  She's been dead all
                 this time...

     MRS MATHEWS is HEARD SCREAMING, letting out a CHOCKING SOB.
     Welles falls back against the car, holds his head, weeping...

                             WELLES
                 I'm sorry, I'm so sorry... there
                 wasn't anything anyone could do...

     Welles pushes disconnect, lowers the phone, drops it to the
     ground, utterly drained.  He puts his forearm over his eyes,
     gasping, sucking air...

     He looks to the motel room, tamping down his sorrow, willing
     it to fuel his rage...

     He takes out his gun, hands unsteady, determined, opens the
     gun and pours the bullets out.  He closes the gun and walks
     towards the motel room...

     INT.  MOTOR LODGE ROOM -- CONTINUOUS

     Welles SHOVES the door aside.  The door's hinge breaks and
     the door falls...

     Eddie sits propped up against one wall, turns to look...

     The door SLAMS to the floor.

     Welles moves forward, enraged, closing on Eddie, raising his
     arm with the gun grasped by the butt...

     Eddie's eyes go wide with fear...

     Welles SWINGS the gun down at Eddie's head...

     EXT.  MOTOR LODGE -- NIGHT -- CONTINUOUS

     The only SOUNDS come from the NIGHT FOREST.  CRICKETS and
     distant BIRDS.  We can't see anything but the TOTAL DARKNESS
     through the open door of the room.  A CAR is HEARD, getting
     LOUDER as it passes, FAINTER as it gets further away.

     Finally, Welles comes to the doorway, in shock, steadying
     himself against the door frame, shirt and suit spattered
     red.  His gun hand and gun are soaked with dripping blood.

     Welles looks back into the room, backing away.  He turns and
     goes to his car...

     IN THE CAR

     Welles climbs in the driver's side, shoves his bloody gun
     into his holster, tries to wipe blood from his hand onto his
     shirt, revolted.  He starts the car. 

     INT.  EDDIE'S HOUSE, LIVING ROOM -- NIGHT

     Welles enters and crosses through...

     INT.  EDDIE'S KITCHEN -- NIGHT

     Welles goes to the kitchen sink, turns on the water, starts
     scrubbing his bloody hands, using dishwashing liquid,
     scrubbing his hands desperately under running water.

     EXT.  EDDIE'S GARAGE -- NIGHT

     Welles comes out of the house, goes to open the rear door of
     Eddie's car, looking through BOXES of Eddie's belongings...

     INT.  EDDIE'S LIVING ROOM -- NIGHT

     Welles comes up the stairs with a BOX, dumps the contents
     onto the living room floor: it's CHILD PORNOGRAPHY, Eddie's
     collection from the office, HUNDREDS of PHOTOS...

     INT.  EDDIE'S KITCHEN -- NIGHT

     Welles pulls open Eddie's cabinets, searching.  He finds
     POTS and PANS, choosing a few of the largest...

     EXT.  EDDIE'S GARAGE -- NIGHT

     Welles uses a cut piece of GARDEN HOSE, siphoning GAS out
     from Eddie's car, filling several kitchen POTS...

     INT.  EDDIE'S LIVING ROOM -- NIGHT

     Welles comes up the stairs, carries POTS of gasoline, dumps
     the gasoline onto the pile of PHOTOGRAPHS...

     INT.  EDDIE'S BEDROOM -- NIGHT

     Welles dumps gasoline over Eddie's bed...

     INT.  LIVING ROOM -- NIGHT

     Welles stands at the pile of gasoline soaked photos, taking
     out a MATCHBOOK, lighting one, lighting the whole book...

     EXT.  EDDIE'S HOUSE -- NIGHT

     Welles walks down the dark hill, heading to his car.  He
     gets in, starts the car and drives downhill, leaving the
     headlights off.  BEHIND, the windows of Eddie's ramshackle
     HOUSE grow bright as FIRE SPREADS and CURTAINS BURN.


     INT.  LOS ANGELES AIRPORT -- NIGHT

     Welles stares ahead, in fresh shirt and suit, waiting at a
     CHECK-IN COUNTER. 

     The female AIRLINE AGENT behind the counter types in her
     COMPUTER, stamps his ticket.

     Welles shifts his gaze, something catches his eye...

     Beside a stapler on the counter, a PAIR of SCISSORS.

                             AGENT
                 There you are, Mr. Welles, confirmed
                 through to Kennedy.  Gate 32B.

     Welles stares, fixated on the SCISSORS.

                             AGENT
                 Mr. Welles?

     Welles looks to the agent holding up the ticket.

                             AGENT
                 Gate 32B.

     Welles accepts the ticket.


     EXT.  MANHATTAN MOTEL -- NIGHT

     The Empire State Building in the distance says NYC, and a
     CAMERA PAN DOWN says another seedy MOTEL...

     INT.  MOTEL ROOM -- NIGHT

     Welles sits at a small desk, looking through a PHONE BOOK,
     white pages, finds... "HOSPITALS."

     Welles picks up the PHONE, chooses a number, dials it...

                             WELLES
                       (into phone)
                 Hello, can you connect me with the
                 duty nurse?
                      (waits)
                 Hello, this is Lieutenant Anderson
                 down here in the Thirteenth
                 Precinct.  I've got a helluva
                 problem I was hoping you could give
                 me a hand with.  We had a stabbing
                 incident a couple of days ago, and
                 it looks like the supposed victim
                 gave us a false name and address.
                 Can you tell me if you had an adult
                 male with an abdominal wound in you
                 ER in the last forty-eight hours?
                       (listens)
                 You'd remember this guy; a body-
                 builder, real big guy, five foot
                 eleven, with acne all over his chest
                 and back...
                       (listens)
                 Alright, thanks for your help. 

     Welles hangs up, uses a pen to cross out a number in the
     phone book, starts dialing the next number.

                                              DISSOLVE TO:

     INT.  MOTEL ROOM -- LATER NIGHT

     Welles lies on the bed, on the phone, rubbing his eyes.

                             WELLES
                       (into phone)
                 ... guy sticks out like a sore
                 thumb.  Five foot ten or eleven,
                 body-builder, bad acne...
                       (listen)
                 Okay, thanks anyway.

     Welles gets up, hangs up, brings the phone back to the desk.

                                              DISSOLVE TO:

     INT.  MOTEL ROOM -- MORNING

     The PHONE BOOK'S open on the desk with nearly a hundred
     hospital phone numbers crossed out.

                             WELLES (O.S.)
                 ... abdominal wound.  You'd know him
                 if you saw him... 

     Light cuts into the room from between the curtains.  Welles
     paces, carrying the phone with him, weary.

                             WELLES
                       (into phone)
                 He's a body-builder, stands just
                 under six feet...

     Welles stops in his track, listening, suddenly attentive.

                             WELLES
                       (into phone)
                 That's right... covered in acne.
                 That's him, that's the guy.  Listen,
                 we, uh... we think he filed a bogus
                 report on this stabbing, gave us a
                 false name and address...
                       (listens)
                 Yes, I'll hold.

     Welles goes to the desk, takes out his notepad.  He starts
     feeling his pockets for his pen, can't find it, telephone
     book, searching, looks under the desk...

     Welles ducks under the desk to grab the pen off the floor.

                             WELLES
                       (into phone)
                 Yes... yes.
                       (sits, writing in pad)
                 Christopher Higgins.  Thirty-
                 fifteen, Thirty Fifth Street.
                 Where?  Astoria, Queens.

     Welles is scribbling all this down in his notepad.


     EXT.  QUEENS STREET -- DAY

     A relatively quiet residential street.  HOMES are small, two
     story affairs, close together, each very much like its
     neighbor, some with tiny yards fenced in by brick walls.

     Welles' Ford comes slowly down the street.  CHILDREN in
     school uniforms are heading off for the day in groups.

     Welles parallel parks.

     IN THE CAR

     Welles turns off the engine.
     He's watching a HOUSE on the other side of the street.  The
     house is brick on the bottom, aluminum siding on top,
     quaint, with brick staircase from the front door down to a
     GARAGE underneath, plastic PINK FLAMINGOS on the small lawn.

     Cars pass in the street.  Welles watches school children
     pass on the near sidewalk.  He slumps down a little in his
     seat, adjusting the rearview mirror, adjusting his side
     mirror, rolling up the window.

     Welles takes a cautionary look around, takes out his gun,
     pours bullets out and pockets them.  He picks up a PAPER BAG
     off the passenger seat and opens it.

     He takes out a long, thin metal FILE, pulling off the shrink
     wrap packaging, feels the file with his thumb.

     Keeping his open gun low under the steering wheel, Welles
     slides the file into the barrel, scraping gently all along
     the gun's inner barrel.

                                              DISSOLVE TO:

     INT.  WELLES' CAR -- LATER DAY

     Welles sits smoking a cigarette, watching the quaint house.
     He looks in his side mirror...

     There's a large CAR coming down the block with its turn
     signal on.  Welles slumps a little lower.

     The car passes, slowing.  The GARAGE DOOR of the quaint
     house begins to open. 

     Welles watches...
     Can't really see the driver of the car except for the back
     of his head, but he's huge.  It's a good bet it's Machine.
     Beside him in the passenger seat is a GREY HAIRED OLD WOMAN.

     The car pulls into the darkness of the quaint house's
     garage.  After a moment, the OLD WOMAN comes from the
     garage, walks with a cane, wears glasses.  She goes to the
     sidewalk, checks her MAILBOX, finds it empty.

     Welles watches.

     The old woman goes back to the garage.  She goes inside.
     The garage door closes behind her.

                                              DISSOLVE TO:

     INT.  WELLES' CAR -- NIGHT

     Welles still watches the house.  There's a light on in one
     of the second floor windows, curtains closed.

     Welles yawns, shaking his head, trying to stay awake.

     At the quaint house, a light comes on in the front picture
     window.  Looks like a living room or dining room.  The old
     woman comes to sit at a table.

     Welles takes binoculars off the front seat...

     THROUGH BINOCULARS

     The old woman says something to someone we cannot see.
     She's at the dinner table, with a place setting in front of
     her.  After a moment, someone joins her...

     It's Machine, you can tell by his bulk, by his huge
     forearms.  The lacy curtains of the window block part of our
     view, so we never see his face.

     IN THE CAR

     Welles lowers the binoculars, still watching.

     Through the window across the street, Machine can be seen
     putting a plate of food in front of the old woman.  The old
     woman smiles up at him, says something.

     Machine goes to light two candles on the table with matches,
     then goes back to stand beside the old woman.

     Machine is seen from behind, bends to give the old woman a
     kiss on the cheek, then leaves the room.  The old woman
     starts to eat.

                                              DISSOLVE TO:

     INT.  WELLES' CAR -- DAY

     Dawn light is just breaking.  Welles has fallen asleep,
     slumped low behind the wheel, snoring lightly.

     Welles awakens with a start, looking around, confused.  He
     calms, rubbing his eyes, wiping sweat from his features.

     ACROSS THE STREET

     The quaint house's garage door begins to rise.

     IN THE CAR

     Welles sees this, keeps low, watching...
     The big car backs out into the street.  The old woman's
     behind the wheel, wearing a hat, driving away, alone.

     Welles watches the car head away in the rear view mirror.

     ON THE STREET

     Welles gets out of his car, shuts the door quietly behind
     him.  He starts walking towards the quaint house, looks all
     directions, making sure no one's around.

     Ahead, the garage door begins to close.

     Welles picks up the pace, trying not to look too
     conspicuous.  The garage door's halfway down...

     Welles runs towards the garage, has to dive and roll to get
     there, but he makes it under the door just as it closes.

     ABOVE

     In ONE WINDOW of the quaint house, an eyeball is peering out
     from lacy curtains, then moves away and curtains fall shut.

     INT.  QUAINT HOUSE, GARAGE -- DAY

     Welles gets up, takes out his gun, brushing off.
     The garage is dark, full of BOXES and JUNK.  Welles moves
     towards the door to the house.

     INT.  QUAINT HOUSE, BEDROOM -- DAY

     Machine, in T-shirt and jeans, seen only from behind, comes
     to a DRESSER and opens a bottom drawer.  His huge hands push
     clothing aside, digging deep to the bottom of the drawer,
     taking out the WRESTLING MASK.

     Machine stands straight, pulling the mask down over his head.

     INT.  BASEMENT -- DAY

     Welles enters from the garage, gun up.  The dank basement is
     small.  A PILE of LAUNDRY lies on the floor near a WASHING
     MACHINE. 

     SHEETS hang off several CLOTHES LINES strung across two
     metal poles.  Welles leads with his gun...

     He moves around the sheets, looking behind them.  There's a
     WOODEN STAIRCASE leading upstairs.  Welles starts up,
     treading lightly, trying not to make a sound...

     INT.  KITCHEN -- DAY

     Welles slowly opens the door to the kitchen, pointing his
     gun.  No one here.  The decor is feminine, neat and tidy.
     It's grandma's house, and it shows, with gaudy PRINT
     WALLPAPER everywhere, every shelf displaying HUMMEL
     FIGURINES or COLLECTORS PLATES.  Very Home Shopping Network.

     INT.  DINING ROOM/LIVING ROOM -- DAY

     Welles slowly opens the swinging door, entering from the
     kitchen, sweeping the room with his gun.  No sign of
     Machine.  The whole house is dead quiet.

     He passes the dining room TABLE where he watched the old
     woman eat last night... passes fake PAINTINGS on the walls,
     of waterfalls and sunset mountain landscapes... moves into
     the living room area...

     Yellow shag CARPET.  A pink SOFA is covered in clear
     plastic, facing an old TELEVISION in faux-wooden cabinet.
     Welles heads for a staircase leading to the second floor.

     Welles creeps up the stairs...

     INT.  SECOND FLOOR HALLWAY -- DAY

     Welles comes up from the stairs, arrives at a closed DOOR.
     He opens the door.  It's a linen closet, with TOWELS and
     SHEETS on shelves, and a shelf of MEDICINE.

     Welles shuts the door and moves on.  There are TWO DOORS
     ahead, both closed.  Welles takes the one to the right...

     INT.  MACHINE'S BEDROOM -- DAY

     Welles pushes the door in, enters warily.  There's a
     constant SCRATCHING HEARD.  The room is like a child's,
     except the BED is huge.  Shelves are full of BOARDGAMES and
     COMIC BOOKS.  A DANZIG POSTER on the wall.  There's a RECORD
     PLAYER with LP RECORDS beside it.  A record turns on the
     turntable, the needle caught at the center, SCRATCHING...

     Welles eases his way over to the closet... reaching...
     Pulls it open, steps back, gun up.  Nothing.  Just clothing.

     INT.  SECOND FLOOR HALLWAY -- DAY

     Welles crosses, opens the door across the hall, enters...

     DOWN THE HALL, very slowly, Machine's head rises on the
     stairs, in the garish wrestling mask, peering.

     INT.  GRANDMA'S ROOM -- DAY

     Welles stays near the door, looks around.  There's a fuzzy
     sky-blue COMFORTER on the bed, fuzzy blue SLIPPERS nearby.
     Lots of bottles of MEDICINE on the bedside table.

     Welles lowers his gun, takes a step back, into the hall...

     INT.  SECOND FLOOR HALLWAY -- DAY

     Welles turns...
     Machine charges down the hall, screaming with rage, BOWIE
     KNIFE raised to kill...

     Welles brings his gun up, but Machine's upon him, stabbing...

     Welles catches Machine's hand, stops the knife.  Machine
     grips Welles' gun hand, shoving him back...

     Welles is SLAMMED against the wall, grappling, gun hand
     pinned.  Welles GUN GOES OFF, once... twice...

     BLOWING HOLES in the ceiling.  Machine's grunts, pushing the
     knife forward... closer to Welles, face... closer...

     Welles struggles, overpowered.  The tip of the horrible
     knife is inches away...

     Welles bends his knees, crouching, trying to gain distance
     from the blade...

     Machine pulls Welles gun hand lower, brings it against the
     swinging LAUNDRY CHUTE DOOR built into the wall, begins
     twisting Welles' hand back, trying to pry the gun loose...

     Welles looks out the corner of his eyes to his gun...

     Welles turns his gun hand, slowing struggling to aim the gun
     towards the knife, but it's awful close to his face...

     The knife's shaking, less than an inch from Welles' cheek...

     Welles shuts his eyes and turns his head, letting out a CRY,
     FIRES his gun...

     The bullet BLASTS Machine's knife, knocks it away!

     Machine recoils for a millisecond, but brings his now free
     hand to Welles' throat, choking him.  Welles' face reddens,
     bleeding from bullet fragments...

     Welles tries to pry Machine's fingers from his throat.

     Machine works on Welles' gun hand with violent, renewed
     effort -- SLAMS Welles' hand against the laundry chute...
     SLAMS it... SLAMS it... till Welles DROPS the GUN...
     The gun can be HEARD CLATTERING down the chute. 

     Machine brings his hand to join the other around Welles'
     throat.  Welles can't break the grip...

     Welles PUNCHES Machine's face, till blood runs out from the
     mask's nose hole, but it's having no effect...

     Welles brings his KNEE UP HARD -- into Machine's stomach!

     Machine falls to his knees with a ROAR, holds his already
     wounded stomach, bleeding through his shirt...

     Welles falls, clutching his throat, gasping.  He struggles
     to his feet, leaps past, headlong towards the stairs...

     Machine rises, charging after...

     ON THE STAIRCASE

     Welles is TACKLED from behind...
     Welles and Machine TUMBLE down the stairs, SMASHING the
     wooden railing, toppling a BOOKSHELF... LANDING HARD...

     Welles PUNCHES and KICKS, breaking free, running across the
     living room.  Machine rises to give chase...

     Welles grabs a dining room CHAIR and THROWS it...
     Machine knocks the chair aside, keeps coming.  Welles grips
     another chair, uses it to hold Machine off...

     Machine grips the chair by the legs.  Welles SHOVES forward,
     pushes Machine back, letting go...

     Welles dives under the dining table, crawling on his hands
     and knees, scrambling...

     Machine throws the chair, runs, leaps...
     Machine lands on the table, crawls to the far edge, GRABBING
     down with his meaty fists as Welles moves forward...

     Under the table, Welles jerks back, avoiding, then rises,
     extending his knees, PUSHING upwards from underneath...

     Welles FLIPS the table, throwing Machine to the floor...

     Welles charges towards the kitchen door, falls, gets up...
     Machine gets to his feet...

     IN THE KITCHEN

     Welles SHOVES through the swinging door...
     Machine BURSTS through, catching Welles, TACKLING him...

     Welles hits the floor with Machine on top.  Machine begins
     to rein PUNCHES down on Welles, head and back...

     Welles tries to cover up, taking a real beating...

     Machine rises, gripping Welles, LIFTING him, THROWS him...

     Welles SMASHES into shelves of knick-knacks over the kitchen
     sink, SHATTERING a WINDOW, landing on the sink and counter.

     Machine comes to grip Welles again, drags him across the
     counter, KNOCKING EVERYTHING to the floor...
     Machine SWINGS Welles, releases him...

     Welles SLAMS the refrigerator and slumps to the ground,
     tries to stay conscious, trying weakly to get back up...
     Machine comes to Welles, gets on his knees...

     Machine wraps his arm around Welles' neck from behind, gets
     him in a CHOKE HOLD, tightens his grip, cutting off Welles
     airway with his forearm...

     Welles tries to break Machine's impossible grip with one
     hand, begins searching the floor with his other hand...
     frantically feeling for anything he can use...

     Welles' face is blood red...

     Welles' hand grasps desperately... finds a FORK, grips it...

     Welles SWINGS the fork back, STABS it into Machine's thigh!

     Machine SCREAMS, releases Welles and falls back, reaching
     around to the fork...

     Welles gets to his knees, sucking air, turns to look...

     Machine crawls away, pulls the fork out with trembling
     fingers.  Beyond him, there's the BASEMENT DOOR.

     Welles gets to his feet, looking...
     He grabs a FRYING PAN off the counter, gripping it in both
     hands and moving towards Machine...

     Machine's getting up...
     Welles BASHES Machine in the face with an upward swing of
     the frying pan...

     Machine is sent backpedaling, CRASHING into the oven!

     Welles drops the pan, leaps over Machine, to the door...

     IN THE BASEMENT

     Welles comes down the stairs, falls when he gets to the
     bottom, barely has any strength left.  He looks all
     directions, sees the LAUNDRY CHUTE in the ceiling...

     Welles gets up, stumbling, falls to his knees at the PILE of
     dirty LAUNDRY, starts digging through it, searching
     desperately, throwing clothing aside...

     Behind, Machine comes down the stairs, a bloody mess...

     Welles searches the laundry pile... 

     Machine reaches the bottom of the stairs, heading for
     Welles.  Welles turns, has the GUN in hand, FIRES TWICE...
     HITTING Machine in the shoulder and stomach, knocking
     Machine a few steps backwards...

     Welles FIRES...

     Machine's HIT in the CHEST, falling back, into hanging
     laundry, pulling down the clothes line and sheets...

     Machine hits the ground, wrapped in sheets.

     Welles stands, still aiming the gun, pulls the trigger on an
     empty chamber.  Out of bullets.

     Machine's trying to pull free from the sheets, trying to get
     back up to his feet.  Welles lets out a sob, drops the gun,
     walking to Machine...

     Welles climbs onto Machine from behind, takes clothing line
     in hand, starts wrapping the cord around Machine's throat...

     Welles pulls back on the clothes line, pulling it tight...

     Machine tries to get his fingers around the cord.  Welles
     stands, pulling tighter, putting a foot on Machine's back,
     pulling the clothes line with all his might...

     The cord's cutting into Welles' hand, drawing blood.

     Machine, face down, lets out a gurgling sound, struggling,
     struggling... till he finally stops moving.

     Welles releases the cord, takes a step back, breathing hard,
     trembling.  He looks around the basement.

     Welles walks to pick up his gun, replaces the gun in his
     holster.  He stands looking at Machine.

     Welles walks to Machine, bends, grasps Machine wrestling
     mask, pulling it off.  He rolls Machine over...

     Welles stares down at Machine.  We never see Machine's face.

     INT.  KITCHEN -- DAY

     Welles comes up from the basement, slow, hurting.  He looks
     around at the damage done, looks down to see he's still
     holding Machine's mask.  He drops it.

     EXT.  QUAINT HOUSE -- DAY

     Welles crosses the street, going to his car.  He gets into
     his car, starts it, pulls out and drives away.


     EXT.  WELLES' HOUSE -- DAY

     BIRDS SING.  KIDS are kicking around a soccer ball down the
     street.  Welles' Ford arrives, pulls into the driveway.

     INT.  WELLES' HOUSE, FRONT HALLWAY -- DAY

     Welles comes in the front door, still a horrible mess.

                             WELLES
                 Hello?!  Amy?

     He waits.  The house is quiet.  No one home.


     EXT.  WELLES' HOUSE -- LATER DAY

     Dusk.  A CAR comes down the street, slows...

     IN THE CAR

     Amy sits forward, seeing Welles' car in the driveway.
     Cindy's in a child safety seat in back.

     INT.  WELLES' HOUSE, FRONT HALLWAY -- DAY

     Amy comes in the front door, carrying Amy.

                             AMY
                 Tom?!

     No answer.

     INT.  WELLES' HOUSE, BEDROOM -- DAY

     Any pushes the bedroom door open and looks in.  Welles is
     asleep on the bed, still in his clothing and shoes.  Amy
     watches him sleep, sad.

     Amy backs out of the room, pulls the door shut.


     INT.  WELLES' HOUSE, BEDROOM -- NIGHT

     Dark.  Welles sleeps, still in bloody clothing.  He's
     restless, shifting, MUTTERING under his breath.  Bad dreams.

     Welles suddenly sits bolt upright in the bed, looking around
     the dark room, breathing hard.

     INT.  WELLES' HOUSE, KITCHEN -- NIGHT

     Cindy's in her high-chair by the table.  Amy's at the
     KITCHEN SINK, washing vegetables, peeling potatoes.

     Welles comes to stand in the doorway behind her.  Amy turns
     to look at him.  It breaks her heart to see him so wounded,
     but she forces herself to continue working in the sink.

                             AMY
                 How much forgiveness do you think I
                 have in me?

     Welles comes into the kitchen, stands beside Cindy, puts his
     hand out and clasp's Cindy's tiny hand.

                             WELLES
                 I can't talk about it yet... not
                 yet.

     Amy keeps peeling potatoes, refuses to look at him.  Welles
     looks down at Cindy, pats Cindy's head, looks back at Amy.
     He stands looking at Amy for a long moment.


     EXT.  WELLES' HOUSE, BACKYARD -- DAY

     Welles wears his fishing cap, pushing his lawn mower, mowing
     his yard.  He has done some healing, though his face is
     still swollen and terribly bruised.

     INT.  KITCHEN -- NIGHT

     Welles feeds Cindy with one hand, eating his own dinner with
     the other.  Amy's across the table, eating, watching them.

     INT.  BASEMENT -- DAY

     Welles works on the WATER HEATER, wrench in hand, reading an
     instruction sheet.  He puts the sheet aside, uses the wrench
     to begin loosening one of the pipe fittings.

     EXT.  WELLES' HOUSE -- NIGHT

     Welles drags two GARBAGE CANS from the garage to the street,
     leaving them by the mailbox, walking back to the house.

     INT.  BEDROOM -- NIGHT

     Welles and Amy are in bed.  Amy's asleep, on her side,
     facing away from Welles.  Welles lays awake, on his back,
     staring up at the ceiling.

     INT.  SUPERMARKET AISLE -- DAY

     Welles pushes a cart down one aisle.  He looks at his LIST,
     takes a BOX of CEREAL off one shelf, puts it in the cart.

     INT.  SUPERMARKET CHECK-OUT -- DAY

     Welles waits in line with his cart.  It's a long line.
     He takes out his wallet, opens it.

     In the fold of the wallet, there's a PHOTO folded into
     quarters.  Welles unfolds it and looks at it dolefully.
     It's the PHOTO of Mary Anne Mathews, the image Welles
     printed from early in the snuff film.  Sad girl. 

     Welles folds in back up, puts it in another pocket.  He
     looks forward in the line to see if it's moving.

     EXT.  SUPERMARKET -- DAY

     Welles transfers BAGS of GROCERIES from the shopping cart
     into the back seat of his Ford.

     INT.  WELLES' FORD -- DAY

     Welles drives on the HIGHWAY, groceries in back.  He watches
     the roadway ahead.  There's little traffic.

     Welles glances down, turns on the RADIO.  Some CLASSICAL
     MUSIC PLAYS.  Welles stares forward through the windshield.

     After a moment, Welles turns the RADIO OFF.  He drives.  The
     ONLY SOUND is the DRONE of the ENGINE and TIRES.

     Welles is suddenly overwhelmed by emotion, eyes filling with
     tears.  He tries to fight it, but can't help himself.  His
     face contorts with sorrow and he cannot stop crying, letting
     out a loud WAIL of misery...

     EXT.  HIGHWAY -- DAY -- CONTINUOUS

     Welles' car moves to the shoulder, brakes to a sudden HALT.

     INT.  WELLES' FORD -- DAY -- CONTINUOUS

     Welles takes great deep breathes and lets them out, over and
     over again, wiping at his tears.  He lets out a little high-
     pitched WHINE from far back in his throat...

                             WELLES
                 Why... why... ?

     He's wracked by SOBBING.


     INT.  WELLES' HOUSE, CINDY'S ROOM -- DAY

     Amy's in a chair, reading a BOOK, not far from Cindy's crib.
     Cindy's asleep.  The FRONT DOOR of the house is HEARD
     OPENING and CLOSING from far off in the house.  Amy looks up
     momentarily, then returns to reading.

     FOOTSTEPS can be HEARD coming through the house, getting
     CLOSER.  Amy looks up from her book.  The bedroom door's
     open a crack.  The door slowly pushes open.  Welles stands
     there, eyes red from crying.

                             AMY
                 Tom... ?

     Welles comes into the room, stands before Amy.  He gets to
     his knees, puts his head in Amy's lap, wraps his arms around
     her waist.  Amy holds him, worried, eyes filling with tears.

                             WELLES
                 I have to tell you... I have to tell
                 you what happened.  I have to tell
                 you everything, but we can't tell
                 anyone else.  No one else can ever
                 know.

     Amy runs her fingers through his hair, bends down to rest
     her head on his back, holding him with her eyes closed.
     Welles holds tighter.

                             WELLES
                 You're all I've got.  You're all
                 I've ever had.
                       (pause)
                 You're the only one who can save me.






                                the end