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Perfect World, A Movie Script

Writer(s) : John Lee Hancock

Genres : Action, Crime, Drama

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A PERFECT WORLD

       Written by

    JOHN LEE HANCOCK




   December 1992 Draft




  FOR EDUCATIONAL
   PURPOSES ONLY

1   MUSIC UP. It's a tad eerie. If a Zydeco band died in a     1
    bus crash this is the kind of music they'd play in heaven.
    FADE IN ON:
    WHITE SCREEN
    which transforms to a milky white and eventually into a
    bright high noon sun. A large black bird flies in circles
    overhead. As it wipes the sun a bright flare causes...
    CLOSEUP - PAIR OF EYES
    to squint, then adjust to the light and finally open.    They
    look tired, but content, maybe even relaxed.
    CLOSEUP - MAN

    the owner of the eyes. Though we only see from his shoulders
    to the top of his head, we can tell he's lying in a field.
    His arm is propped behind his head as a pillow and he appears
    to be resting comfortably. MUFFLED VOICES and WHISPERS fill
    the air but they seem to come from another place. The man
    doesn't notice them. His name is BUTCH.
    A gust of wind blows Butch's hair a bit and a piece of straw
    wipes across his forehead. Then, oddly enough, it is followed
    by a dollar bill, which rests against his cheek, then skitters
    across his face. It is followed by another and another, a
    five, a ten, a single. Butch pays no attention. He's in
    another world.
                                                 DISSOLVE TO:
2   EXT. NEIGHBORHOOD - MADISONVILLE, TX. - DUSK                 2
    SUPERSCRIPT:    OCTOBER, 1963.
    A small country town. Normally quiet at this hour, the
    street is tonight alive with trick or treaters dressed as
    witches, goblins and superheroes making their annual door to
    door rounds.
3   EXT. PERRY HOUSE - NIGHT                                     3
    GLADYS PERRY, 30 going on 45 due to single motherhood and
    having worked two fulltime minimum wage jobs the past ten
    years, looks out the window with disgust and pulls the
    curtains closed.
4   INT. PERRY HOUSE - NIGHT                                     4
    Gladys retreats   from the sparsly decorated living room to the
    predictably drab   linoleum kitchen. At the table, hands on
    their laps, sit   her children, NAOMI and RUTH, twin girls aged
    10, and PHILLIP,   a quiet boy of 8.
                                                   (CONTINUED)

                                                             2.
4   CONTINUED:                                                    4
    Gladys sets a casserole on the table and goes to the frig for
    a container of milk. The children WHISPER to one another...
                              NAOMI
             Judy Baumer is going as a twirler.
                                 RUTH
             But she's so fat.     I'd go as Cinderella...
             or Peter Pan.
                              NAOMI
             Peter Pan's a boy. Tinker Bell's a girl.
             Phillip could go as Peter Pan... 'cept
             you gotta' fly.

    Phillip smiles a bit at the notion.
                              RUTH
             Phillip could go as a bump on a log.
    The girls giggle and Phillip frowns.
                              PHILLIP
             Why can't we go just once?
                              NAOMI
             Caus' we jus' can't, ok?
    Gladys sets milk and butter on the table and stares directly
    at her son.
                               GLADYS
             Our personal beliefs lift us to a higher
             place. 'Sides, Halloween is nothing but
             the Devil's work.

    The DOORBELL RINGS.   The kids gulp as Gladys turns and heads
    for the door.
5   EXT. FRONT DOOR - NIGHT                                       5
    MR. HUGHES, a 35-year-old family man is playing chaperone to
    prepubescent versions of SUPERMAN, TINKERBELL, and a DANCING
    SKELETON.
                               KIDS
                     (in unison)
             Trick or treat!!!
    Gladys simply stares at the children before looking to Mr.
    Hughes.
                              GLADYS
             I'm sorry but we don't take no part in
             Halloween.
                                                 (CONTINUED)

                                                           3.
5   CONTINUED:                                                  5
                               MR. HUGHES
             Excuse me?
    Phillip arrives at his mother's apron. He stares at the kids
    with relish. In the near window, Ruth and Naomi steal a look
    through the window.
                              GLADYS
             We're Jehovah's Witness.
    Superman locks eyes with Phillip.
                              SUPERMAN
             Hey, Phillip Perry.

                              PHILLIP
             Hey, Billy Reeves.
                              SUPERMAN
             How'd ya' know it was me?
                              GLADYS
             Go eat your supper, Phillip.
                             MR. HUGHES
             Come on, kids. Let's go to the next
             house. Sorry for the bother.
    Gladys closes the door firmly and locks it.
6   EXT. HUNTSVILLE STATE PRISON - NIGHT                        6
    A green Impala pulls up to the main entrance and stops. A
    GUARD steps from his office to greet the driver, LARRY, a
    pudgy 55-year-old prison employee wearing a loud plaid jacket.

                               GUARD
             Evenin', Larry.   Forget somethin'?
                              LARRY
             Goin' to Austin tomorrow.      Gonna' take
             some work with me.
                              GUARD
             Work, work, work. When you and me gonna'
             go out and grab a cold one?
                              LARRY
             Sooner the better.
    The gate opens and the Impala passes.

                                                              4.
7   INT. CELL - NIGHT                                         7
    BUTCH HAYNES, a 38-year-old inmate who reeks with knowledge
    procured from the wrong side of the tracks, but whose sad,
    tired eyes bemoan a maximum of regret, stands on the top of a
    cell bunk chipping at the ceiling.
    JERRY PUGH, 29, rail thin, a punk who constantly licks his
    lips, keeps watch at the door. An OLD TIMER sits on his bunk
    and watches both with a cautious eye.
    Butch chips through to something.
                              BUTCH
             Damn if the old man ain't right.
    Jerry smiles, turns and grabs the old man by the shirt.

                              JERRY
             And this goes to the roof?
                              OLD TIMER
             Used to... afore they walled it over.
                              JERRY
             If it don't I'm gonna' rip your tongue out.
                              OLD TIMER
             Get yer' damn hands off me!
    Jerry laughs and joins Butch, who is already well on his way
    to bending open a slot in a corrugated metal air shaft hidden
    behind the wall.
8   EXT. NEIGHBORHOOD - NIGHT                                      8
    Superman and Dancing Skeleton, no longer with adult super-
    vision, fill water balloons at an outdoor water spigot.

                              SUPERMAN
             Make 'em small so you can heave 'em.
9   INT. PERRY HOUSE - NIGHT                                       9
    An assembly line at the kitchen sink as the twins wash and
    Phillip dries the evening dishes. Gladys sits at the kitchen
    table, reading religious pamphlets and keeping a watchful eye
    over the process.
    Several THUDS resound through the house.
                              PHYLLIS
             What in the world?
    Phillip jumps down off his stool and races into the living
    room.

                                                             5.
10    EXT. HOUSE - NIGHT                                          10
      Superman lofts a BALLOON and grabs another as the first hits
      the door of the Perry house and SPLATTERS.
                                  SUPERMAN
               Bombs away!
      Dancing Skeleton does his best Warren Spahn and tosses a wet
      fastball at the door.
                                SKELETON
               Here's your trick!
      At the window, Phillip, his nose pressed to the pane, stares
      expressionless at the onslaught. He barely flinches as a
      BALLOON SPLATS only inches away. Gladys arrives and pulls
      the curtains shut once more.
11A   EXT. PRISON - NIGHT                                         11A
      Butch kicks the top off a ventilator shaft and rolls onto the
      roof. Jerry follows as Butch shimmies to the wall.
      At the edge, Butch and Jerry survey the yard as a searchlight
      routinely bathes the walls in a circle of light.
11B   THEIR POV - GREEN IMPALA                                    11B
      parked almost directly below them, next to the Administration
      office of the prison.
                                JERRY
               You'n'me must be livin' right, Butchie boy!
                                BUTCH
               Let's get something straight. I don't
               like you. As soon as we're on our way,
               that's it.
                                JERRY
               Who said I liked you?
      Butch slides down and hangs from the ledge before dropping on
      the roof of the building below.
12    INT. ADMIN OFFICE - NIGHT                                   12
      A SOFT THUD causes a Guard to look up, but only momentarily as
      he spots Larry departing, files in hand, waving goodbye.
                                GUARD
               Have a safe trip now, Larry.

                                                                 6.
13    EXT. YARD - NIGHT                                          13
      Just as Larry reaches the Impala, Butch and Jerry leap down
      and land on him. The spotlight showers them in a flash of
      light as it passes by.
      Butch cups his hand over Larry's mouth while Jerry reaches
      into his jacket -- Bingo -- a shiny .38.
                                 BUTCH
                        (to Larry)
                Keep yer' mouth shut.
                                 JERRY
                        (to Larry)
                Gawd I'd love to blow yer' head off.

14    EXT. PRISON GATE - NIGHT                                        14
      Larry, driving with his eyes straight ahead, stops at the gate
      and waves a palm at the Guard, who opens without hesitation.
                                  GUARD
                'Night, Larry.
15    INT. CAR - FLOORBOARD - NIGHT                                   15
      stuffed and hidden half on the floor and half under the mats
      are Jerry and Butch.
                                  JERRY
                'Night, Larry.
16    OMITTED                                                         16
16A   INT. SMALL, WELL-LIT DINER - NIGHT                              16A
      A weathered finger drops a quarter in a jukebox.

                                  MAN (O.S.)
                B-5.   Haven't heard that one in awhile.
      The woman, MAE, 45, a dog-tired waitress, punches in the
      numbers and returns to her post behind the counter. A
      lonesome HANK WILLIAMS tune pours forth.
                                 MAE
                Not since last night.     How's the pie?
      RED GARNETT, 60, a grizzled but handsome Texas Ranger, sits
      at the counter slowly chewing.
                                  RED
                Kinda rubbery.   It was better yesterday.
                                                       (CONTINUED)

                                                                7.
16A   CONTINUED:                                                     16A
                                MAE
               Same pie as yesterday. Not much call
               for rhubarb. Sell one slice a day.
      In the background we hear a SIREN. Red turns and watches a
      police patrol car whiz past, lights on.
                                MAE
               Yer off duty. Tell me, if I stopped bakin'
               'em would you still come by every night?
      Red, preoccupied, takes another rubbery bite.
                                 RED
               I don't know.

      Mae smiles and turns her back to Red as she cleans the grill.
                                MAE
               Naw, Red Garnett, you don't come in here
               for the coffee and pie. You come in here
               for the company. To see me.
      Another patrol car races past.   Red's eyes follow it.

16B   ANGLE ON MAE                                                   16B
                                MAE
               Now that I've said that, I'll go   one better.
               What say I cook you dinner at my   place
               sometime? Steaks, baked taters,    cold beer,
               the works. Well?... I'm askin'    you out.
      She turns to face Red but he's gone. A coupla dollars lie
      next to the half-eaten pie. All she can do is sigh.


16C   INT./EXT. PATROL CAR - NIGHT                                   16C
      Red pulls up in front of a small house in a residential
      section of town. Police cars are everywhere and several
      officers are behind their vehicles, guns pointed at the house.
      Red steps out of the car and is greeted by a POLICE SERGEANT,
      about the same age as Red.
                                SERGEANT
               Long time, no see. What are you doin'
               here, Chief?
                                 RED
               Couldn't sleep.   Whattaya got?
                                                      (CONTINUED)

                                                              8.
16C   CONTINUED:                                                    16C
      They walk. Red arrives at a truck with a 10 gallon coffee
      urn roped to the tailgate. He grabs a paper cup and pours.
                                SERGEANT
               Guy holdin' his family hostage. She kicked
               him out, served him divorce papers, he came
               back drunk and pulled a .38. Fired two shots
               but we don't think anybody's hit. Actually
               you might know the guy from your sheriff
               days. Hayden Webb. Been on suspension for
               awhile. Ring any bells?
                                 RED
               Yeah.   Lemme talk to him.

                                 SERGEANT
               No can do.   Police jurisdiction.
      Red tastes the coffee -- cold. He spits it out, pours the
      contents of the cup on the ground and walks toward the front
      yard. Sergeant follows.
                                RED
               And how are you guys doin'?
                                SERGEANT
               We got specific rules to follow in these
               kinda situations, Red.
                       (gives in)
               He won't talk. Jus' keeps yellin', crying
               and waving his gun around.
      Red moves forward into the yard.
                                SERGEANT
               At least use the megaphone, you stubborn
               jackass!
      But Red ignores and arrives at the front door.   He knocks.
                                RED
               Hayden, this is Red Garnett. We worked together
               a few years back. Mind if I come in?
      The YELLING inside STOPS and the door opens a crack.   HAYDEN,
      35, distraught, peers out.
                                  HAYDEN
               'Evenin', Chief.
                                RED
               Leave it to the P.D. They got a three-
               ring circus out there and not one cup
               of hot coffee. You mind?
      Hayden mulls it over, then opens the door.

                                                                9.
16D   INT. WEBB HOUSE - NIGHT                                        16D
      On the couch sits Hayden's wife, JULIE, cradling her two kids,
      an infant and an 8-year-old boy. Julie sobs. Her eye and
      temple are bruised purple.
      Red slowly enters, nods to Julie, takes off his hat and sets
      it on a lampstand. Hayden has moved away from Red against
      the wall. He holds the gun out at no one in particular.
                                HAYDEN
               Julie, put a pot of coffee on.
      She slowly gets up and moves to the kitchen, still weeping.
                                 RED
               Appreciate it.   Jus' what is it you want,
               Hayden?
                                HAYDEN
               I dunno... I want my job.    I want my family.
                                RED
               What'd they suspend you for?
                                HAYDEN
               I answer a call in South Austin. Girl
               gettin' raped, that's the word. I bust
               in the door, this lowlife is beatin' the
               shit outta her with a tire iron. 'Help me,
               help me,' she says. I take the guy down.
               He bites me. I break his arm. Case closed,
               right? No. She was his wife and they both
               sue me and the department. The guy's about
               to kill her and she sues me 'cause now he
               can't pump gas. They have chump change in
               the bank but they got the best lawyer in
               town. Three months I'm goin' crazy. No
               pay. Then my wife leaves me and I get
               served divorce papers by John Reese -- a
               sheriff's man. You know how embarrassin'
               that is? What's happenin', Chief? I
               mean, everybody's got a fuckin' lawyer!
      Julie emerges from the kitchen and retakes her seat.
                                  RED
               You love her?    Love the kids?
                                  HAYDEN
               Yeah.
                                JULIE
               Then why do you hit me!
      Hayden grips the quivering revolver tight and points it
      at her. Red calms the situation...
                                                   (CONTINUED)

                                                                  10.
16D   CONTINUED:                                                        16D
                                RED
               You don't wanna shoot her.
                                HAYDEN
               I swear to God I think I do.
                                RED
               Naw, Hayden, I don't     think so. I think you
               love her. You know      what else I think? That
               you'd like a way out     of this whole mess...
               That's where I come     in.
16E   EXT. HOUSE - NIGHT                                                16E
      Sergeant and other cops stand around and watch the house.

                                SERGEANT
               Well, I'll be damned.
      NEW ANGLE
      The front door opens and Julie emerges with her two kids.
      She takes a few cautious steps, then runs to the police.
16F   INT. HOUSE - NIGHT                                                16F
      Red sits on the coffee table, unloading Hayden's gun.       He
      opens the cylinder and drops the shells to the floor.
      A calmer Hayden exits the kitchen with Red's coffee.       Red
      accepts it, takes a sip.
                                    RED
               Hits the spot.
      Hayden starts to sob a bit.      Red hands over a handkerchief
      which Hayden accepts.
                                HAYDEN
               No cuffs, huh, Chief?
                                    RED
               Okay.   You ready?
      Hayden nods, they stand. Red picks up his hat, sticks it
      on his head, opens the door and holds it for...
      Hayden, transfixed by the multitude of lights outside.      He
      gulps.
                                RED
               We'll walk out together, okay?
      Hayden steps back, looks at Red, then reaches behind his
      back, underneath his shirt and pulls out a .22 pistol.
                                                      (CONTINUED)

                                                                11.
16F   CONTINUED:                                                      16F
                                HAYDEN
               Any good officer has a back-up.
      Red holds his palms out and takes a step toward Hayden.
                                RED
               Lemme have it, Hayden.
      Hayden points the gun at Red, freezing him.
                                HAYDEN
               Was I a good officer, Chief?
      Red nods.

                                HAYDEN
               Was I a good deputy? The kinda man you
               could depend on to do what's right?
                                   RED
               Yeah.
      Hayden smiles.
                                   HAYDEN
               Thank you.
      Then he turns the GUN on himself, swallows the barrel and
      BLOWS his brains out.
                                                      DISSOLVE TO:
16G   EXT. HOUSE - NIGHT (LATER)                                16G
      Hayden's dead, covered body is carried out the door.    Julie
      screams and sobs, still holding her crying children.

      Red, looking pretty shook up, slowly exits the house. He
      stops and looks at Julie and the kids. His eyes lock with
      the little boy's.
                                COP
               Got a call, Chief Garnett.   They're
               lookin' for ya downtown.
      Red slowly walks away.   The little boy's eyes follow him.
17    INT. CONVENIENCE STORE - NIGHT                                  17
      It's a small town version of a 7-11, kept open by an owner
      anxious to cash in on the later night munchies of beer
      drinkers. Good idea. Bad luck.
                                                      (CONTINUED)

                                                              12.
17   CONTINUED:                                                     17
     Jerry skims through a girly magazine, turning the pages with
     the gun.
     Butch, wearing Larry's plaid jacket, jimmies open the cash
     register. He looks to the floor then to...
     Jerry, who catches Butch's gaze, holds it, looks down at the
     floor, then, smiling, looks back to Butch. He returns to
     the skin mag.
     Butch holds his stare at Jerry then, in one move, grabs a wad
     of cash and hops over the counter and out of the store.
     Jerry notices Butch leaving, grabs a handful of assorted
     Brach's candies and hurries after.

                                  JERRY
              Hey, wait up!
     Jerry's feet scurry through a pool of blood and past a
     quivering hand.
18   INT. D.P.S. - TEXAS RANGERS HEADQUARTERS - NIGHT               18
     It's very late, after midnight, and only a handful of people,
     half of whom are cleanup crews, shuffle through the offices.
     A light from an office at the end of the hall catches our
     eye. A MUFFLED  VOICE over the phone...
                               RED (V.O.)
              I understan' your concern, Johnny.
19   INT. RED'S OFFICE - NIGHT                                      19
     Red, behind a huge    ranchstyle desk covered with files and
     paper, sips coffee    with one hand, works a buffalo nickel
     through magician's    paces with the other and balances the
     phone receiver in    the crook of his neck.
                               RED
                      (on phone)
              Cons are creatures o' habit. Like old
              coyotes, they'll crawl back into familiar
              holes. Uh huh... Yeah... Sure yer' right.
              Listen you go back to bed and I'll call you
              in the A.M. with an update. I'll have the
              files by then. Say hullo to the Mrs..
     Red sighs, puts the PHONE back in the hook and stares at
     it until it RINGS again.
20   INT. PERRY HOUSE - NIGHT (JUST BEFORE DAWN)                    20
     The CLANGING wind up alarm CLOCK reads 5:30 and Gladys opens
     her eyes and gently quiets it with a touch. She groans and
     rises, not happy but used to the daily ritual required of her.

                                                              13.
21   INT. PERRY LIVING ROOM - NIGHT                                 21
     As the kitchen light comes on we see that the couch has been
     opened up to a bed in which all three children sleep. The
     twins sleep soundly but Phillip tosses and turns away from
     the light.
22   EXT. NEIGHBORHOOD - NIGHT                                      22
     The Impala creeps through the previously seen neighborhood
     without its lights.
23   INT. IMPALA - NIGHT                                            23
     Butch drives while Jerry scours the block.
                                  JERRY
              There's a Buick.
                               BUTCH
              Don't want a Buick. Want a Ford.
                                  JERRY
              Ford's leak oil.     A car's a car.
     Butch puts on the brakes and brings the car to a stop.
                               BUTCH
              Then take the Buick.
                               JERRY
              Soon as we cross state line I'll do just
              that.
                      (beat)
              I'm tired of riding around. I'll check
              down the block... for a Ford!
     Jerry gets out, slams the door, lights a cigarette and walks
     away.
     Butch waits a few seconds, quietly turns the key one notch
     and checks the gas ggauge. It reads almost empty. He taps
     it with his finger but it doesn't budge. He sighs, looks up
     and sees...
     JERRY
     as he checks one locked car, then feeling eyes on his back,
     turns, looks at Butch, grins and disappears around a corner.
     BUTCH discreetly exits the car himself, carefully closing the
     door without a sound.
24   INT. PERRY KITCHEN - NIGHT                               24
     Gladys steps into a slip and snaps her bra while cracking eggs
     into a skillet. By rote she salts, stirs, and pops bread into
     the toaster.

                                                             14.
25    EXT. PERRY BACKYARD - SOMEONE'S POV - NIGHT                  25
      FROM BEHIND a fence, THROUGH the opened, screened windows we
      see Gladys at work.
      Phillip enters, dressed in cotton briefs and a T-shirt, drags
      a chair from the kitchen table by the window and assists his
      mother by buttering the toast.
      POV MOVES CLOSER.
                                GLADYS
               Thank you, Phillip. Go wake up your
               sisters.
      Phillip dutifully steps down and returns to the living room.
      Gladys works to adjust her slip, then grabs plates and
      silverware and takes them to the table.

                                JERRY
               I take mine fried.
26    INT. KITCHEN - NIGHT                                         26
      Gladys gasps at Jerry's face pressed against the screen, but
      controls herself when he brandishes the pistol. He motions
      for her to open the back door. She does. He slides into the
      room and sits down at the table.
27    EXT. ON STREET - NIGHT                                       27
      A Ford sits in a driveway. In the far b.g. a back porch light
      glares. Butch ENTERS FRAME, looks at the light, turns to the
      Ford and starts to jimmie the lock. No luck. He rises and
      looks to the light.
28    INT. KITCHEN - NIGHT                                         28
      Jerry stuffs a piece of toast in his mouth, grins at Gladys
      and makes a motion to the counter.
                                JERRY
               A lil' on the bland side.   Gimme' that
               ketchup.
      She picks up a bottle of Heinz and inches toward him. When
      she gets close, he grabs her and forces her onto his lap. He
      holds the gun to her throat and whispers in her ear.
                                JERRY
               Don't got a man around here, do ya'?
29A   INT. NEIGHBOR'S HOUSE - NIGHT                                29A
      MR. CUMMINGS, 70, puts on his glasses and peers through the
      window.

                                                               15.
29B   HIS POV - PERRY KITCHEN                                        29B
      Gladys sits on Jerry's lap, thanks to .38 caliber coercion.
      The convict's hands move freely over the frightened woman's
      body.
30    INT. PERRY KITCHEN - NIGHT                               30
                                JERRY
               Feed me, sweet thing.
      Her shaking hands raise a forkful of eggs to his lips.    He
      licks them once then gobbles with gusto.
      Phillip enters the room and stops dead in his tracks.
                                JERRY
               Well lookie here, you do got a man!
      Jerry smiles at Phillip while he kisses and licks Glady's neck.
      At once, Phillip darts across the room at Jerry, who backhands
      the boy with his gunhand, sending Phillip sprawling.
      Butch blasts through the door in an instant. With a swift
      kick to the head, Jerry is knocked senseless onto the floor
      against the cabinets.
      The gun slides across the floor and lands at Phillip's feet.
                                JERRY
                       (holding his ear)
               I'm bleedin'! You happy?
      Butch gives Jerry an icy stare and kneels down to eye level
      with Phillip. Butch looks at the gun and then at Phillip.
                                BUTCH
               What's your name, boy?

                                  PHILLIP
                        (scared shitless)
               Ph...   Phillip...
                                BUTCH
               Well, okay Phillip. Reach down and pick
               up that pistola.
                                   JERRY
               Give it to me.
                                BUTCH
                       (to Jerry)
               Shut yer' mouth.
                       (to Phillip)
               Pick it up and bring it over here.
                                                     (CONTINUED)

                                                             16.
30   CONTINUED:                                                    30
     Phillip reaches down and slowly picks up the gun by the handle.
     He takes one step toward Butch, then another. Gladys,
     petrified, sobs.
     Phillip arrives armslength from Butch.
     CLOSEUPS - PHILLIP AND BUTCH
                               BUTCH
              Now say 'stick 'em up.'
                               PHILLIP
                      (hesitant)
              Stick 'em up...

     Butch laughs and then a NOISE from outside brings him back
     to reality. He grabs the gun and spins to see...
     MR. CUMMINGS
     Standing outside the screen door, gun leveled. Before the old
     man can utter a syllable, Butch grabs Phillip and points the
     gun straight at Cummings. Jerry jumps up and grabs Gladys.
                               BUTCH
              Put the gun down, old timer. You couldn't
              hit me anyway. Probably shoot the boy.
     The PHONE RINGS.
                               BUTCH
              Leave it be.
     The twins wiping sleep from their eyes, wander into the room.
                               NAOMI
              Mama?...
                               GLADYS
              It's all right, honey.
     PHONE continues to RING. Cummings can't decide what to do
     with the gun he's pointing at Butch.
                               JERRY
              You deaf?!!!
                               BUTCH
              Set it on the ground.
     Cummings reluctantly obeys.
                               JERRY
              We gotta' get the hell outta'here!
                                                   (CONTINUED)

                                                                 17.
30   CONTINUED:    (2)                                                 30
     PHONE still RINGS...
                                 JERRY
                Shut up!
     In one fluid move he rips the phone from the wall.    The
     silence is deafening.
                                 JERRY
                        (re: Gladys)
                I vote we bring her with us.
                                 BUTCH
                No.
                                 JERRY
                How we gonna' get outta' here without a
                hostage, tell me that? The whole goddam
                neighborhood's awake.
                                 BUTCH
                We'll take the boy.
     Silence.   Gladys can't believe her ears.   Then...
                                 GLADYS
                Nooooo!!!
     Jerry tosses Gladys aside. She collapses onto the floor.
     The TWINS instantly start to CRY.
     Phillip winds up and hits Butch as hard as he can. Butch picks
     him up, directs Cummings into the kitchen with the gun and nods
     for Jerry to lead.
                                 BUTCH
                You'll get him back. I swear it.

31   EXT. FRONT YARD - DAWN                                            31
     Butch, carrying Phillip, and Jerry emerge from the back of
     the house and race back to the Impala.
                                 GLADYS (O.S.)
                Phillip!!!!...
     Butch flips Jerry the gun, tosses Phillip into the passenger
     seat, leaps over the hood and into the driver's seat. The
     CAR STARTS and SQUEALS away.
     Neighbors, aroused by the noise, exit their homes clad in
     robes, nighties and curlers.

                                                               18.
32   INT. CAR - DAWN                                                 32
     Jerry FIRES a SHOT over their heads, sending them to the deck
     or scurrying for safety.
                               JERRY
              Ain't you folks ever heard of sleepin'
              in?!!
33   EXT. PERRY YARD - DAWN                                          33
     Cummings races from behind the house with the SHOTGUN,
     levels it and FIRES a BLAST...
     A nearby station wagon WINDOW SHATTERS. Rising from their
     cover position, its owners look at Cummings with disgust.

                               OWNER
              Nice shootin', Fred.
34   INT. RED'S OFFICE - DAY                                         34
     Garnett, still in the same clothes, rests the phone receiver
     in his ear while he shuffles through the files before him.
     Red's deputy and boy friday, TOM ADLER, 40, lank, thinning
     hair, with a face as soft as Red's is hard, warms up Red's
     coffee with a jolt from the Chief's favorite plaid Thermos.
                               RED
                      (into phone)
              Yes, Johnny, I do understand that...
     The jabbering on the other end of the phone line continues
     as Red's eyes squint to read the files.
     INSERT - FILES
     The first is Jerry's, complete with a grinning mug shot in the
     upper right hand corner. There are several pages in the file,
     but Red's fingers quickly peruse the top rap sheet before
     turning to...
     INSERT - SECOND FILE
     It's Butch's and again Red's fingers start to move down the
     page then they stop and move to the photo of Butch at the top
     of the page.
     RED'S FACE
     A hint of recognition.    The jabbering continues...
     CLOSEUP - PHOTO OF BUTCH
     A little younger than now.    A younger con with the grim facade
     of a man facing hard time.
                                                     (CONTINUED)

                                                                 19.
34   CONTINUED:                                                        34
     RED
     keeps staring at the photo, oblivious to the phone conversa-
     tion he's "not having".
                                  PHONE VOICE (V.O.)
              Red?     Red, you there?
                                 ADLER
                        (a whisper)
              Red?....
                                 RED
                        (to Adler)
              Huh?

                               ADLER
                      (a whisper)
              He's talkin' to ya'.
                               PHONE VOICE (V.O.)
              Have you heard a word I've said?!
     Red comes to...
                               RED
                      (into phone)
              Yeah, Johnny. Jus' thinkin' is all....
                               ADLER
                      (another whisper)
              Press has been waiting almost an hour, Red.
     Red nods then notices someone at the door and motions her
     in... SALLY GERBER, 28, cute in a plain, no nonsense way,
     with giant curls accenting her round face in step with the
     latest hair fashions, enters the room, closes the door behind
     her. She's nervous as hell but trying to hide it.
     Red motions her to have a seat while he finishes his call.
                               RED
                      (into phone)
              Yeah.... Clear as a bell... Mi' sabe.
     Red hangs up the phone, takes a draw on the coffee mug and
     looks again at the file. He seems lost in time.
                                  ADLER
              What'd he say?
                                 RED
                        (distracted)
              Who?
                                                       (CONTINUED)

                                                                  20.
34   CONTINUED:   (2)                                                   34
                                  ADLER
              The Guvner', Red.
     Red closes the file.
                               RED
              Reminded me it's an election year.
     Red turns his attention to Sally.
                               RED
              You drink before noon?
                               SALLY
                      (confused)
              Uh... no.
                                  RED
              Good.     Last one I had was on a liquid diet.
                                  SALLY
              Last what?
                                  RED
              Secretary.
                               ADLER
                      (remembering)
              Penny Munroe.
                               SALLY
              I believe you have me confused. I'm here
              from Huntsville. Assigned by Governor
              Connally.
     Red is confused.     He turns a blank expression to Adler.

                                 RED
              Adler...    what is this?
     Adler searches the messy desk for something.
                               ADLER
              Rings a bell, Red. Believ' they sent us
              something about her this mornin'...
                                  RED
              Who sent?...
                                  ADLER
              ... Guvner', Red.
     Adler finds the telex message sheet he's looking for and hands
     it to Red.
                                                     (CONTINUED)

                                                                21.
34   CONTINUED:   (3)                                                 34
                                 ADLER
              ... Here it is.
                               SALLY
                      (introducing)
              Uh, I'm Sally Gerber. Criminologist
              with the State Prison System.
     Sally offers her hand. Red, perusing the telex, ignores but
     Adler shakes somewhat reluctantly, not sure if he's supposed
     to like her or not.
                                ADLER
              Tom Adler.   Deputy. State Police...
              System.

                               SALLY
              It's a relatively new procedure but I
              was assigned by Governor Connally...
                               RED
                      (reading from telex)
              ... 'to work with State law enforcement
              officials in all affairs where penal
              matters coincide with those of the State
              Police.' It don't say nuthin' about...
                               SALLY
              ... It includes parole and work release
              programs as well as penal escape situations.
     The office PHONE BUZZES.    Adler picks it up.
                               ADLER
                      (into phone)
              On our way, Marge.

     Adler hangs up the phone.
                               ADLER
              Gettin' antsy, Red. You scheduled it.
     Adler hangs up, grabs Red's tie and coat from a brass rung on
     the wall and hands them over. Red puts down the telex, stares
     at Sally and reluctantly attempts to make himself presentable.
                               SALLY
              The idea is that an understanding of the
              particular behavioral case histories
              should, in parole situations, help the
              subject to avoid habitual traps and, in
              penal escape situations could, conversely,
              identify those self-same traps as an aide
              to apprehension.
                                                      (CONTINUED)

                                                             22.
34   CONTINUED:   (4)                                              34
     Adler stares at Sally then turns to Red with a "never heard
     the like" look of amazement on his face.
     Red, roguishly handsome in his tan, western cut blazer, clip
     on tie and ten gallon hat, makes his way to the door. But,
     before he exits...
                               RED
              In the first place, Miss Gerber.
                               SALLY
              Sally, please.
                               RED
              In the first place, Sally, it ain't a
              'penal escape situation.' It's a manhunt.
              Fancy words in a circle don't help much.
                               SALLY
              And what does?
                               RED
              A nose like a Blue Tick, a medulla with an
              antenna and one helluva lot of coffee.
     And with that he's out the door.
35   INT. PRESS ROOM - DAY                                         35
     A throng of photogs and news writers stuff the undersized
     room. The clamor settles when Red enters and steps behind
     the lectern.
                               RED
              Listen up, I'll only say it once. At
              approximately ten o'clock last night two
              inmates over to Huntsville, Robert 'Butch'
              Haynes and Jerry David Pugh, escaped through
              an air shaft, grabbed a prison employee's
              car and got out through the main gate. At
              approximately 1 A.M. we believe they robbed
              a market outside of Cut-n-Shoot and killed
              the store's owner.
                               REPORTER #1
              Is the prison employee with them?
                               RED
              Was when they left the prison.
     Sally and Adler enter the room and stand beside the lectern
     observing. Red notices them.
                                                  (CONTINUED)

                                                              23.
35   CONTINUED:                                                     35
                               REPORTER #2
              What's the rap sheet on these guys like?
                               RED
              Long as Christmas eve to a kid. Haynes was
              doin' 40 for armed robbery and Pugh was
              ridin' 20 hisself for manslaughter and
              assorted parole vios.
                               REPORTER #3
              Is there any indication of...
                               RED
              ... Lemme' finish, Billy. This mornin'
              another hostage was taken... from a private
              home in Madisonville. A boy, age 8.
              Grabbed him out of bed.
                               REPORTER #1
              Any sex offenses on Haynes or Pugh?
                               RED
              Yer' askin' if they're preverts.   Well,
              one is.
                               REPORTER #4
              You got inter-agency cooperation on this?
                               RED
              Texas Rangers as the criminal investigation
              arm of the D.P.S. share responsibility with
              the F.B.I. due to the kid being taken. But
              I doubt they're out of bed yet.
     A few chuckles.

                               REPORTER #3
              Red, how do you plan to apprehend the
              escapees?
                               RED
              Officially I can only say we have a full
              manhunt team on their trail and we'll
              proceed with due haste.
                                  REPORTER #3
              And unofficially?
     Red hesitates a moment, something's bothering him, then blurts
     out...
                               RED
              Unoffically? I'm gonna' hunt 'em like
              the rabid dogs they are.
                                                    (CONTINUED)

                                                               24.
35   CONTINUED:   (2)                                                35
     Every hand in the place shoots up and Ad Lib questions fly
     like bullets.
                               RED
              That's all I've got but I'd like to
              introduce ya' to Miss Sally Gerber.
              She's straight from the Governor's
              office. Knows all about psychological
              profiles and the like. You probably
              have some questions for her.
     Red steps back and to one side. Sally is taken aback but then
     warms to the idea and steps to the podium for her first press
     conference, ready to take on the tough questions, to show off
     a bit, but....

     There are no questions. In fact there is utter silence as
     every raised hand drops. Eyes stare.
     Red sighs and starts to walk away.
                               RED
              Look, fellas, I got work to do.
     And he heads out the door, followed by Sally's eyes and every
     reporter's in the room, who commence once again to yell out
     questions and mob after the Chief. Every reporter, that is,
     except one.
     He's near the back of the room and he smiles and raises his
     hand.
     Sally, unsure what to do, looks to him...
                               SALLY
              You have a question?

                               REPORTER
              Yes I do.
     Sally smiles a bit then puts on her serious face awaiting...
                               REPORTER
              You doin' anything tonight?
     Sally, steamed, glares at the guy and stomps out of the
     room.
                               REPORTER
              I'm serious!
36   INT. IMPALA - DAY                                         36
     Butch is driving with Phillip in the front seat beside him,
     still in his underwear. Jerry, in the backseat, leers at
     Butch, aims out the window and FIRES ONCE.

                                                              25.
37   EXT. FIELD NEAR ROAD - DAY                               37
     An aluminum water tank spews a violent leak.
38   INT./EXT. CAR - DAY                                            38
                               BUTCH
              We got a handful of caps and yer'
              shootin' water tanks. He's a smart
              guy, huh, Phillip?
     Phillip doesn't move or change expression. Jerry smiles,
     almost to himself, and FIRES TWICE more for the hell of it.
     The ROOF of the Impala EXPLODES with two holes as the car
     speeds off down the highway.

39   EXT. PARKING LOT - DAY                                         39
     Red is finishing up with several reporters near the door to
     the parking lot. Adler jumps in, holds up his hands.
                               ADLER
              All right, that's it, boys.   Chief's got
              work to do.
     Red and Adler move through the parking lot to SAUNDERS, 50, an
     aide to the Governor. Saunder's seconds are a PHOTOGRAPHER,
     young and energetic, and SUTTLE, 35, dark-haired, with a
     cowlick.
     Saunders shakes Red's hand and they turn to gaze upon...
     '60-STYLE AIRSTREAM MOBILE HOME
     parked in the middle of the lot hitched to the back of a new
     Chevy truck. The Airstream is painted in state colors and
     sports banners, decals and logos.

40   EXT. PARKING LOT - DAY                                         40
     Saunders follows Red as he walks around the showpiece,
     occasionally kicking a tire or two.
                               SAUNDERS
              So whattaya' think?
     Saunders motions for the Photographer to come closer and take
     pictures. He moves in next to Red and poses as the camera
     clicks.
                                SAUNDERS
              We are very proud of this baby. Governor
              Connally special ordered it so state
              officials and dignitaries can ride in the
              parade in Dallas. You know President
              Kennedy's comin'?
                                                    (CONTINUED)

                                                              26.
40   CONTINUED:                                                     40
                               RED
              So I hear.
                               SAUNDERS
              Latest technology, oversized engine,
              complete kitchen and sleeping quarters,
              gun racks, frig, stove, the works. Even
              got a hot line phone straight to the
              Governor's office.
     Red stops circling and nods to Adler, who scurries away.
                               RED
              Fine piece of machinery.

                               SAUNDERS
              What's more, as soon as it gets back from
              Dallas it will be at your requisitioned
              disposal. Perfect for lots of situations
              -- a headquarters on wheels.
     Red smiles, walks up to one of the Lone Star decals and rips
     it off.
                               RED
              We'll take it.
                               SAUNDERS
              Uh, Chief?....
     Red rips off another decal. Adler and a few others start to
     load equipment, guns and files into the motor home. In
     addition they cart out unecessary items: mattresses, etc.
     and stack them in a pile outside the motor home.
     The Photographer continues to snap photos.

                               SAUNDERS
                      (to Red)
              Whattaya' doin', Red?!
                      (to Photographer)
              Stop takin' pictures!
     Red does away with the parade banner.   Saunders follows behind
     and tries to reinstate the decal.
                               SAUNDERS
              It's jus' not possible, Red. The Governor's
              gonna' ride it in a campaign parade tomorrow.
                               RED
              Guvner' hisself told me this manhunt was
              top priority.
                                                   (CONTINUED)

                                                               27.
40   CONTINUED:   (2)                                                40
     Adler moves through the door to the RV carrying Red's favorite
     desk chair. He's followed by BOBBY LEE, 20's, cocksure,
     wearing a plain khaki uniform and boots.
                               ADLER
                      (to Saunders)
              S'cuse me.
                      (to Red)
              This here's Bobby Lee. He's a specialist
              with the Feds. They want him to tag along.
     Red stares hard at Bobby Lee, then nods.   Bobby Lee steps
     into the Airstream.
                               SAUNDERS
              Please, Red, ya' gotta' believe me...
     Red spots Suttle, 35, bright-eyed, with a cowlick, sitting at
     the wheel of the Chevy truck.
                                RED
              Who are you?
                               SUTTLE
              Dick Suttle, the driver.
                                RED
              Not anymore.   Bradley.
     BRADLEY, 35, glasses, moves to the truck and gets in.
     Suttle shrugs and steps out.
     Saunders stops Suttle and turns to Red.
                               SAUNDERS
              This man stays with the vehicle wherever
              it goes, Red!
                               RED
                      (to Suttle)
              You know how to operate the gadgets?
                                SUTTLE
              Yessir.
                               RED
                      (to Suttle)
              Grab a seat.
     Suttle sets himself in the passenger seat of the truck.
     Sally emerges from the building, ticked off, carrying an
     armload of file boxes, and makes a beeline for Red.
     Saunders gently touches Red's shoulders; a final plea.
                                                     (CONTINUED)

                                                              28.
40   CONTINUED:   (3)                                               40
                               SAUNDERS
              Please Red, I'm beggin'. I mean, what am
              I suppose to tell the Governor?
     Sally arrives but before she can spit out a word...
                               RED
              Tell John that Miss Gerber here checked
              me out on it.
     Red whistles and the ENGINE REVS. Red closes the door as the
     motor home pulls away. Saunders runs beside the passenger
     side window and yells in to Suttle, who stares out the window.
                               SAUNDERS
              Not a scratch, you hear me, Suttle?
              Not a scratch!
     Saunders stops, breathing hard, next to Sally.   She's
     pissed and overloaded with files.
     AIRSTREAM
     about 20 yards down the way, comes to a stop.    A second later
     the door opens and the steps pop out.
     Sally walks toward the bus but when she arrives at the door...
     ... LAUGHTER filters out of the Airstream.   The Airstream
     moves another 20 feet then stops.
     Sally waits a full five seconds, then she blows the hair out
     of her eyes and, against her better judgment, moves cautiously
     forward, the file boxes getting heavier by the minute. Again,
     when she gets close...

     ...the Airstream moves. Sally, boiling mad as her coiffure
     wilts in the Texas sun, stops, and tosses down the file box
     in anger.
     The Airstream stops. LAUGHTER from inside and a   few AD LIBS,
     i.e. -- "Okay, Okay." More LAUGHTER. Red steps    out the door,
     turns his gaze back inside and the laughter and  comments stop
     on a dime. Smiling slightly he turns to Sally,   moves straight
     for the file box, picks it up and walks back to  the Airstream.
     When he arrives at the steps he turns, looks to  Sally, who
     stews and holds her ground.
                               RED
              You comin' or not?
     She hesitates only a moment before walking straight to Red,
     grabbing back her file box and entering in front of him.

                                                                29.
41   OMITTED                                                          41
42   INT. AIRSTREAM - DAY                                             42
     Sally enters, balancing the   boxes, and glares at the faces
     surrounding her. A smiling    Red, a grinning Adler messily
     gorging on a cinnamon roll,   a nervous KAISER, the radio man,
     and, in the corner, a nasty   smirk from Bobby Lee.
     When the Airstream takes off again, she loses her balance and
     drops one of the boxes. Adler and Suttle jump forward to help
     but she gives them the evil eye.
                                SALLY
               I've got it.
     She kneels down to pick it up and feels eyes on her.     She
     looks up to the men staring at...
     Her skirt, raised a bit, exposing a thigh.
     She calmly stands and looks to Adler, a piece of cinnamon roll
     dangling on his chin.
                                SALLY
               You've got shit on your face.
     Red can't help but smile as Adler wipes at his face.
43   EXT. RURAL ROAD - DAY                                            43
     The IMPALA BLASTS along, kicking up dust and dispersing crows
     as it heads into a one light township. It slows, however,
     before the main part of town and slides to a stop near a pay
     phone booth.
44   INT./EXT. IMPALA - DAY                                           44
                                JERRY
               Why the hell we stoppin'?
                                BUTCH
               You said you had a cousin near here.
                                JERRY
               So?
                                BUTCH
               So give him a call. See if we can shack
               there til' things cool down.
     Jerry thinks it over, leans forward and, in one quick swipe,
     grabs the keys from the ignition. Then he laughs and crawls
     out on his way to the phone booth.
                                                      (CONTINUED)

                                                            30.
44   CONTINUED:                                                   44
     In the b.g. we see Jerry strut to the phone booth and pore
     through a thin directory. Phillip steals a glance at Butch,
     who watches his rear view mirror and grits his teeth.
                               PHILLIP
              Why'd he take the keys?
                               BUTCH
              So I won't leave him.
                               PHILLIP
                      (a tad hopeful)
              Would you leave him?
                               BUTCH
              Oh yeah.
     In the b.g. Jerry rips the 20 page phone book in half and
     returns to the car, half pleased with himself. He tosses
     the keys to Butch, who starts the car and drives off.
                               JERRY
              Musta' moved. Prolly' couldn't have heard
              'em anyway. Goddam ear's still bleedin'.
              You ever try that shit again...
                               BUTCH
              What?
                               JERRY
              What?
                               BUTCH
              You were in the middle of threatenin' me.
                               JERRY
                      (from the movies)
              Ain't a threat. It's a fact.
     Butch reaches over, takes Phillip's hand and places it on the
     steering wheel.
                               BUTCH
              Here kid, take the wheel.
     Phillip, scared at the prospect, nevertheless does his best
     to see over the dash and keep the wheel straight. Butch
     turns back over the seat to confront Jerry.
                               BUTCH
              In two seconds I'm gonna' break your nose.
              That's a threat...
                                                  (CONTINUED)

                                                            31.
44   CONTINUED:   (2)                                             44
     Before Jerry has time to snicker Butch hits him full in the
     face and grabs the gun. Blood spurts from Jerry's nose and
     the injured man cups his hands over the wound.
     Butch spins and retakes the wheel from a frightened Phillip.
                               BUTCH
              ... And that's a fact.
     Instead of expressing outrage, Jerry slinks back down in the
     seat wearing a look of pure hatred.
                               JERRY
              I'm gonna' kill you for that.

                               BUTCH
              And that's a threat. Beginnin' to
              understand the difference?
     Somethin' catches Butch's eye and he turns and slows down and
     turns into...
45   EXT. RURAL STORE - DAY                                       45
     The Impala brakes to a dusty stop near the front of the store,
     which is bordered by a giant hay field.
46   INT. IMPALA - DAY                                      46
                               BUTCH
              Okay, Phillip, listen up. I'm gonna'
              run in here and get some smokes.
                                  JERRY
              Get beer.

     Butch hands Phillip the revolver.
                               BUTCH
              Here, hold it like this.... And point it
              right between his eyes.
                                  JERRY
              What the hell?...
                               BUTCH
                      (to Phillip)
              If he so much as moves you pull the trigger
              ... right here... Put your finger on it.
     Jerry snickers and then laughs maniacally. Butch reaches
     over and cocks the pistol. Jerry's guffaws stop on a dime.
                               JERRY
              Yer' a fuckin' crazy man.
                                                  (CONTINUED)

                                                            32.
46   CONTINUED:                                                   46
                               BUTCH
              And that's a fact. I believe yer
              gettin' the hang of this.
     Butch steps out of the car and heads for the market.
47   INT. STORE - DAY                                             47
     Butch enters.   A short fat man with a fishing cap is sweeping
     up.
                                 BUTCH
              How-do.    Where's yer' sodees?
                               MAN
              Hot in the first aisle.       Cold in the
              back, in the cooler.
48   INT. IMPALA - DAY                                      48
     Phillip's slightly shaking hands hold the pistol pointed
     directly at Jerry's head.
                               JERRY
              You ever shot a gun before, boy?
     No answer. Phillip steals a glance at the store, anxious for
     Butch to return.
                                 JERRY
              Powww!!!...    It'll knock you on your ass.
                                  PHILLIP
              Be quiet, mister.
                               JERRY
              Naw. You ain't never shot no gun before.
              Livin' in a house with three split tails...
              no Daddy around. You'll prolly' grow up
              queer, you know that?
     A bead of sweat rolls down Phillip's cheek.
                               JERRY
              Now I'm gonna' lean up here real slow,
              okay? So we can talk.
     Jerry raises his hands, palms up and slowly leans forward in
     the back seat. Phillip's hand quivers but he doesn't pull
     the trigger.
                              JERRY
              There we go. Now we can have a 'man to
              man.' You are a man, ain't ya'?

                                                              33.
49   INT. STORE - DAY                                               49
     Butch dumps a six pack of RC Colas, a handful of Moon Pies,
     a handful of beef jerky and some gum on the counter.
50   INT. IMPALA - DAY                                        50
     Jerry's chin is on the front seat now and his arms are draped
     over it.
                               JERRY
              Those are cute little underwears you got
              there, boy. Say does your mama sew yer'
              name in 'em, initials or anything?
     Jerry's hand slowly reaches down to the white briefs. He
     places one finger in the front elastic waistband and slowly
     pulls it open.
                               JERRY
              Whatcha' got in there?
     Jerry sneaks a peek.
                               JERRY
              Kinda' puny, ain't it?
     Phillip, diverted, looks down.    In a flash Jerry grabs the
     gun.
                               JERRY
              The hand is quicker than the eye.
     Jerry flicks open the revolver, spins it -- empty slots.
                               JERRY
                      (re: Butch)
              That sonofabitch. Hell's bells, no
              shells.
51   INT. STORE - DAY                                               51
     The Old Man puts down his broom and ambles to the register.
                               OLD MAN
              This be all for ya'?
                               BUTCH
              This and a carton of Chesterfields.
                      (beat)
              Are those .38 shells? Gimme a box.
     The Old Man puts the cigs and shells on the counter and starts
     to tally the bill on a notepad.
                                                    (CONTINUED)

                                                                  34.
51   CONTINUED:                                                         51
                                 OLD MAN
                With deposit comes to four dollars eighty.
     Butch reaches in his pocket and extracts the wad stolen from
     the convenience store. The Old Man takes note. Butch
     selects a five and places it on the counter.
                                  OLD MAN
                Land's sake.   What line of work you in?
     The Old Man bags the goods, but Butch takes the shells and
     puts them in his coat pocket.
                                 BUTCH
                Used cars. Buy 'em, fix 'em up. Sold a
                Cadillac down in Madisonville this mornin'.
                                  OLD MAN
                Don't say.
52   INT. IMPALA - DAY                                            52
     Jerry puts his gun hand around Phillip's neck and pulls the
     sobbing boy closer. Jerry rests his face on Phillip's neck.
                                 JERRY
                Come over a little closer.
     As Jerry    groans, Phillip seizes the moment and bites Jerry
     hard on    the ear. Jerry screams and drops the gun, which
     Phillip    picks up and carries with him as he scurries out of
     the car    and into the hay field.
     Jerry, in pain, now with both ears bleeding, crawls out of
     the back seat and gives chase.

53   EXT. FIELD - DAY                                                   53
     Phillip, still sobbing, runs for his life in the hay, which
     is a full foot taller than he.
     JERRY
     no longer stumbling, now grinning maniacally, gives chase,
     whistling as if calling for a lost puppy.
                                 JERRY
                I'm gonna' find you boy.    You best come here.
     PHILLIP
     gun in hand, stumbles, falls, gets up, keeps running. He falls
     again and crawls to a stop. He wipes his tears and balls up
     on the ground trying to make himself invisible.

                                                             35.
54   EXT. STORE - DAY                                              54
     Butch exits with a grocery sack. When he sees the car doors
     open he dumps the groceries in the front seat and looks to
     the field.
     HIS POV
     The hay rustles as Jerry moves through the field.
55   EXT. FIELD - DAY                                              55
     Jerry, crouching, moves through the field -- eyes peeled for
     any sign of Phillip.
     Phillip lies still. He hears the hay rustling near him and
     he looks up, squares his body and points the revolver at...

     Butch, who spots him, motions for him to stay put and holds
     out his hand for the gun. Phillip hands it over and watches
     while Butch reaches into the plaid jacket pocket, extracts a
     few shells and loads the .38.
     JERRY
     a little frustrated now, but still moving forward.
                                JERRY
                       (a whisper)
               Hey boy. Hey boy. You better hope I
               don't find ya'.
     He spots something -- a dash of color -- and begins to crawl
     faster. He parts a thick batch of hay and looks up into the
     gun barrel and eyes of ...
     BUTCH

     squatted down,   who levels the revolver and closes one eye.
     Jerry laughs.
                                JERRY
               Whatcha' gonna' do? Hit me with it?
     Butch reaches into the coat pocket with his free hand and
     shows a shell or two. Jerry's grin drops.
                                JERRY
                       (pleading)
               Me'n you are friends!!!!
                                   BUTCH
               Thick as theives.
     PHILLIP
     hears a GUNSHOT and runs for his life back toward the store.

                                                             36.
56   EXT. PARKED IMPALA - DAY                                      56
     Phillip runs to the car and hides behind the tire opposite the
     store and field. In the b.g. we see Butch emerge from the
     field and walk toward the car.
     The Old Man, who also heard the shot, emerges from the store
     with a baseball bat.   Butch arrives at the car, spots the Old
     Man and levels the revolver at him. Phillip is relieved when
     he hears Butch's voice instead of Jerry's.
                               BUTCH
                      (to Old Man)
              You got a phone?
                                OLD MAN
              Naw.

                               BUTCH
              Then go inside and lie down til' we're gone.
     The Old Man meekly does so. Butch goes to the car door, opens
     it and motions to a frozen stiff Phillip.
                                BUTCH
              Well... Get in.
57   EXT. HIGHWAY - DAY                                            57
     The truck and Airstream barrel down the highway.
58   INT. AIRSTREAM - DAY                                          58
     The place is a functioning mobile headquarters now. Adler on
     the short wave and tacking up a map, Bobby Lee still in his
     corner, Red and Sally sitting across from one another at the
     "kitchen table".

     In the rear section of the Airstream Red's chair and a mini
     office for the Chief have been put together.
                               ADLER
              Got a spot on 'em. A store right outside
              of Benhur. About 20 miles from here.
     Adler sets down the mike, sticks a tack on the map and stands
     back.
                               RED
              All right. Push the roadblock on 288
              north by 50 miles.
     Kaiser calls in the instructions. (NOTE:   Kaiser's radio
     transmissions are not scripted but go on a lot of the time
     we're in the Airstream. In addition, his  and Adler's direc-
     tions and missives to Bradley in the truck are not all
     scripted.)
                                                  (CONTINUED)

                                                                37.
58   CONTINUED:                                                       58
                                 ADLER
                Ya' figger' they're that far along?
                                 RED
                Hell, I dunno'and neither do they. They're
                jus' happy to be out. It's a high speed
                Sunday drive to them.
                                 ADLER
                Sunday drive. I like that. Never heard
                you use that one before, Red.
     Sally is watching Red and listening to all of this with a
     troubled look on her face. Red notices...

                                 RED
                Somethin' eatin' at you?
                                 SALLY
                It's... perhaps premature, but do you have
                an auxiliary roadblock plan for when they
                split up?
     Everyone stares.    No one ever questions Red.
                                 ADLER
                What makes you so sure they won't stay
                together?
     Sally hesitates.    Red notices...
                                 RED
                You got somethin' to say, spit it out.
                                 SALLY
                Their situation is one of accommodation.
                They won't be together long.
     Silence.   Sally continues.
                                 SALLY
                Haynes and Pugh are opposites. Haynes is
                a criminal's criminal -- armed robbery,
                mano y mano confrontation. Pugh, on the
                other hand, has a rap sheet littered with
                molestation and petty crime. They'll
                split sheets soon.
                                 ADLER
                        (still on attack)
                What about the hostages? They gonna' flip
                a coin to see who gets to keep who?
     Red rises and walks to the sink.      He rinses a spoon.
                                                      (CONTINUED)

                                                            38.
58   CONTINUED:   (2)                                             58
                               SALLY
              It's happened before. Either way it's a
              dilemma they'll address soon.
                      (beat)
              That's why we should address it now.
     She looks to Red.   He refuses to return her gaze.
                               RED
              We don't have a dilemma. And neither do
              they. They'll keep one hostage... and get
              rid of one, if they haven't already.
                               SALLY
              Okay... which one?

                               RED
              If there's a SNAFU, who's John Q. Public
              more likely to give a rat's ass about --
              an innocent boy or a goddam bureaucrat.
     Red wipes the water off the spoon on his shirt and walks to
     his office in the back. Adler, Bobby Lee and Kaiser chuckle
     lightly at their boss's snubbing of the female upstart in
     their midst. Sally's face glows a bright red.
59   INT. MOTOR HOME - BACK OFFICE                                59
     Red sits in his office chair, pulls out the spoon and pours
     Geritol from a bottle into his coffee. He doesn't even look
     up when Sally enters, a stern look on her face.
                               SALLY
              We need to talk, Chief Garnett.
                                RED
              Call me Red.
                                SALLY
              Red.
                      (beat)
              Why are you so hell-bent on embarassing me?
                               RED
              I'm hell-bent on one thing. You hang
              around long enough you'll find that out.
              Til' then a tough backside and a sense of
              humor will get you through a lot.
                               SALLY
              I have a fine sense of humor, but the one
              thing I won't do is be your straight man
              so you can play hero to a bunch of morons
              who think you're some kind of hillbilly
              Sherlock Holmes.
                                                  (CONTINUED)

                                                              39.
59   CONTINUED:                                                     59
     Red sips from the mug calmly then groans, his face contorted.
                               RED
              Awful. Arthur Godfrey says it keeps ya'
              young, but I'm not sure it's worth it.
                               SALLY
              I'd like an answer.
                               RED
              This yer' first time out of an office?
     She refuses to answer.
                                RED
              Thought so.   What'd ya' expect ya' signed
              on for?
     Adler, Bobby Lee and Kaiser all watch the discussion, smiles
     on their faces. Sally abruptly closes the door.
                               SALLY
              You think I'm what? Some dumb schoolgirl
              who wandered into the boy's locker room?
              Well you're wrong. I don't mean to boast,
              but I happen to be one of the two most
              intelligent people involved in this fiasco.
                                 RED
              Didn't ask that.    Asked what you expected.
                               SALLY
              I expected to be allowed to do the job
              assigned to me by the Governor.
                               RED
              I happen to like the Governor, hunt quail
              together every year. But deep down he and
              I know that win, lose or draw this is my
              ship, not his.
                               SALLY
              The Governor as chief executive officer
              of this state bears ultimate responsibility
              for...
                               RED
              ... Bullshit. Responsibility lies with the
              one that loses sleep; the one with the most
              ulcers. This mess turns bloody -- and it
              might -- all it's gonna cost the Governor
              is a few votes! Me, I'm the one that's...
                                                    (CONTINUED)

                                                              40.
59   CONTINUED:   (2)                                               59
     Red catches himself about to get too personal. He takes
     another swig of his coffee/geritol. Sally softens her stance.
                               SALLY
              You're the one that what?
     But Red side-steps.
                               RED
              Tell ya' what. You think I'm makin' a
              wrong turn you speak up. Might not agree,
              but I'll listen. As far as stepped on
              toes and wounded pride, I'll buy everyone
              a drink when we head for home. Not until.
              I got more to worry about.
                      (beat)
              That sound fair to you?
                                 SALLY
              Yes.
                                 RED
              Well okay then.
     Sally turns, about to leave.
                               RED
              So who's the other one?
                                 SALLY
              Other one?
                               RED
              If yer' one brain, who's the other?
                                 SALLY
              Haynes.    He was tested in prison.
60   INT. IMPALA - DAY                                        60
     Butch drives and catches an occasional glance at Phillip who
     sits quietly, but who, too, steals looks at his captor
     between swigs of RC Cola.
     He finishes off the bottle. Butch reaches in the sack for
     another, pops the top on the dashboard and hands it to
     Phillip.
                               PHILLIP
              Thankyew.
                      (beat)
              Are you gonna' shoot me?
                                 BUTCH
              No.    Me'n you are friends.
                                                    (CONTINUED)

                                                               41.
60   CONTINUED:                                                      60
     Butch realizes that in Phillip's eyes he and Jerry were
     probably friends.
                               BUTCH
              If I was choosin' a runnin' buddy, I'd
              take you over him any day of the week.
61   EXT. RURAL STORE - DAY                                          61
     The RV slides to a stop in the gravel parking lot which is
     full of state and local police. Red exits first, followed
     by the others. A LOCAL SHERIFF walks up to greet.
                               RED
              We got a positive I.D.?

                               LOCAL SHERIFF
              Yessir, with only the boy as hostage. But
              not five minutes ago we found something else.
62   EXT. HAY FIELD - DAY                                            62
     PAN FROM a fingertip UP an arm and TO the face of Jerry Pugh.
     A clean bullethole has left him with a third eye, a bloody
     back and an entourage of late summer flies. We hear the
     CLICK of a photographer's CAMERA.
     BOOM UP TO Red, Local Sheriff and other bystanders.
                               RED
              Least now we know who's in charge.
63   INT. IMPALA - DAY                                         63
     Butch notices that Phillip is pretty somber as he tugs on
     another RC.

                               BUTCH
              Whattaya' thinkin' about?
                                 PHILLIP
              Nuthin'.
                               BUTCH
              If I guess you tell me?
     Phillip nods.
                               BUTCH
              You thinkin' about yer mama?
     Phillip sits still.    That was it.
     Butch brings the car to a stop.    He points to the horizon.
     Desolate.
                                                   (CONTINUED)

                                                                42.
63   CONTINUED:                                                       63
                               BUTCH
              I hear ya', Phillip, but look around. I
              can't very well leave you here, can I?
64   EXT. RURAL ROAD - DAY                                            64
     The Impala rests in the fork of a dirt road.
65   INT. IMPALA - DAY                                          65
                               BUTCH
              Lemme' ask you somethin'.    You right or
              left handed?
     Phillip meekly holds up his right hand.    The car races
     forward.
                               BUTCH
              Then that's the way we'll go. You ever
              ridden in a time machine before?
     Phillip shakes his head.
                                 BUTCH
              Sure you have.    Whattaya' think this is?
                                 PHILLIP
              A car.
                               BUTCH
              Yer' lookin' at this thing bassackwards.
              This is a 20th Century time machine.
              I'm the captain and you're the navigator.
     Butch points forward through the dash.

                               BUTCH
              Out there... that's the future.
     Butch taps on the rearview mirror.
                               BUTCH
              Back there... that's the past. If life's
              moving too slow and you wanna' project
              yerself into the future you step here on
              the gas. See?
     He does so and the Impala surges forward.
                               BUTCH
              And if yer' enjoyin' the moment yer' in,
              well hell, just step on the brake here
              and you can slow it down.
                                                    (CONTINUED)

                                                             43.
65   CONTINUED:                                                    65
     Butch brings the car to a complete and dusty stop.
                               BUTCH
              This is the present, Phillip.   Enjoy it
              while it lasts.
     Then he laughs uproariously and steps on the gas.
66   EXT. ROAD - DAY                                               66
     The Impala spins out, kicking dirt in all directions.
                               BUTCH (V.O.)
              Yessir. Time travelin' through Texas! We
              got to find us a Ford. My daddy always
              drove Fords, you know that?
67   INT. AIRSTREAM - DAY                                          67
     The Airstream sits in the parking lot of the store.   Bradley
     and Suttle sit up front in the truck.
     INT. TRUCK - DAY
     Bradley turns the knob on an intercom speaker system next
     to the radio.
                               SUTTLE
              It's an intercom speaker system. You can
              get and give instructions to and from the
              rear of the vehicle.
                               BRADLEY
              How's it work?
                               SUTTLE
              You push the power button but if you've
              got the volume turned up...
     Bradley pushes the power button. The SYSTEM SQUAWKS LOUDLY
     and then CREAKS TINNILY. Speakers blown.
                               SUTTLE
              ... you'll blow the speakers.   Sheeeit...
     INT. AIRSTREAM - DAY
     Red cringes, his ears still ringing from the squawk, and turns
     to stare at the front of the RV.
                                                   (CONTINUED)

                                                              44.
67   CONTINUED:                                                     67
     INT. TRUCK - DAY
                               BRADLEY
                      (quiet; to Suttle)
              This thing's prolly' got a warranty.
              You oughta' make a list of all the
              things that are wrong.
     INT. AIRSTREAM - DAY
     Red shakes his head and stands in front of the map, placing
     thumbtacks at crossroads indicated by the circle mark.
                               ADLER
              That oughta' put his pecker in a sling,
              huh, Red?
                      (remembers Sally)
              Sorry, ma'am.
                               SALLY
                      (ignoring Adler)
              Shouldn't these be roadblocked as well?
     She points to several other unmarked roads.
                               RED
              Sooner or later he'll get on a main road.
              We don't got the manpower to roadblock
              every farm to market.
                               ADLER
              In a perfect world, Miss Gerber, we'd lock
              arms and thrash the bush til' he turned up...
                               SALLY
              In a perfect world things like this wouldn't
              happen in the first place.
     Adler hears something on his headset, turns to Red.
                               ADLER
              Locals are heading out.   Wanna' follow?
                                 RED
              Let's sit tight.    He'll turn up.
68   EXT. RURAL ROAD - DAY                                          68
     The Impala travels slowly along the road until it edges to a
     stop by the entrance to a small farmhouse with a truck and
     car parked in a long dirt driveway. A farmer on a combine
     works a small field.

                                                               45.
69   INT. PLYMOUTH - DAY                                             69
                               BUTCH
              Ok, Phillip, we're gonna do some  car
              shoppin'. You ever play cowboys   n' Injuns?
              See that Ford sedan? Now I want   you to
              sneak on over there like an Injun  and take
              a peek and see if the keys is in  it.
     Phillip hesitates.
                               BUTCH
              Don't have to if you don't wanna... but
              I'd appreciate it... You bein' the new
              navigator and all.
     Phillip thinks it over then opens the door and slips out.

                               BUTCH
              Hey, Phillip, check for a radio, too.
70   EXT. FARMHOUSE - DAY                                            70
     Phillip, still in his skivvies, legs cut up and muddied from
     his escape from Jerry, sneaks up to the car and quietly peers
     into the open window.
     The keys dangle when his small hand touches them.
     Phillip closes the door, looks around and then runs pell-mell
     to the passenger window of the Impala.
                               PHILLIP
              It's got keys and a radio.   I checked.
                               BUTCH
              Good man.

     Phillip holds his crotch and stamps his feet.
                               PHILLIP
              Can we stop at a fillin' station.
                               BUTCH
              What for?
                               PHILLIP
              Number one.
                               BUTCH
              This here's nature, Phillip.   Pee in the
              ditch.
     Phillip scrambles to the ditch to relieve himself while Butch
     steps out of the Impala, tosses the keys into the field and
     walks toward the Ford.
                                                     (CONTINUED)

                                                             46.
70   CONTINUED:                                                    70
     The FARMER stops his tractor and notices Butch and Phillip.
     Phillip, despite his prior urgency, is having trouble coaxing
     relief.
     Butch slides into the Ford, pumps the gas pedal and turns the
     key. The ENGINE GRUMBLES and DIES.
     The Farmer is walking now, slowly and then at a trot as he
     realizes what's happening.
     Phillip finally starts to pee.
     Butch cranks again and again but the Ford is flooded.

                               BUTCH
              Start, you sonofabitch!
     The Farmer runs faster, comes closer...
                               FARMER
              Hey, that's my car! Hey!!!
     Butch floors the gas to clear the flood and the ENGINE finally
     STARTS. He throws it into reverse and peels out backwards
     into the road beside the ditch where Phillip continues to
     relieve himself.
                               BUTCH
              Get in the car, Phillip!
     The Farmer, only 30 yards or so away, is racing toward them
     madder than a wet hen.
     Phillip tries to hurry but the RC continues to run through
     him.

                                BUTCH
              Phillip!   Get in the car!
     Phillip pulls his underwear up and races to the car. He leaps
     into the open passenger door at the same moment Butch steps on
     the gas and the Farmer arrives and grabs onto the door as it
     closes.
71   INT. FORD - DAY                                               71
     The CAR is SCREECHING down the road but the Farmer holds on
     for dear life and auto. He claws at Phillip, who does his
     best to fend off flailing hands and fingers.
     Butch reaches under the seat for and grasps the pistol.
     Phillip sees what's about to happen and bites the Farmer's
     hand as hard as he can.
                                                  (CONTINUED)

                                                              47.
71   CONTINUED:                                                     71
                                 FARMER
              Aaaaaayyyyyy!!!!
     The Farmer releases his grip on the door and falls backward,
     summersaulting into the adjacent ditch.
     Butch places the gun back under the seat.
                               BUTCH
              Goddam, boy, how many RC's did you drink
              anyway?
                                 PHILLIP
              Four.

     Butch shakes his head and laughs.
                               BUTCH
              One thing's for sure. You got one helluva
              set of chompers.
72   INT. TRUCK - DAY                                               72
     Sitting still. Bradley tries to light a cigarette with
     the lighter but gets no heat.
                               BRADLEY
                      (to Suttle)
              Lighter don't work. Put that on the list.
     INT. AIRSTREAM - DAY
     Bobby Lee sits alone in the back corner of the main room of
     the RV. He just sits and stares, occasionally smiling
     cynically at Sally.

     Adler takes the latest info off the radio while the others
     listen in.
                               ADLER
                      (into radio)
              Highway 16 north. Four miles south of
              Desdemona. Got it.
                      (to Red)
              Stole a vehicle.
     Kaiser radios up front, the ENGINE STARTS and the Airstream
     moves.
                               RED
                      (to Adler)
              What kinda' shape's it in?
                                                  (CONTINUED)

                                                              48.
72   CONTINUED:                                                     72
                                ADLER
              What's that?
                               SALLY
              The Ford he stole.
                               ADLER
              Owner told the locals they only drove it
              to church, but it does have a bad emergency
              brake.
                      (to Sally)
              How'd ya' know it was a Ford?
                                SALLY
              He likes Fords.

     Adler looks at the map.
                               ADLER
              Looks like you was right, Red. He's off
              the farm to market and onto a spur.
              Whattaya' wanna' do?
                               RED
              Beef up the I-20 roadblock.
     Adler gets more news through the headsets.
                               ADLER
              What's that?
                      (beat)
              Red, the locals wanna' know if they're to
              take a clean shot if they get one?
     Red stares out the window for what seems like an eternity...

                                RED
              No.
     Adler looks quizzically at Red and pulls off the headphones...
                               RADIO VOICE (V.O.)
              Come back...? Come back Mobile One.
              Adler, are you there...?
                               RED
              Tell 'em what I said.
                               ADLER
                      (into mike)
              Uh... no.
                               RADIO VOICE (V.O.)
              Was that a negative?
                                                    (CONTINUED)

                                                               49.
72   CONTINUED:   (2)                                                72
                              ADLER
              No, er, yes. No means negative.     Same
              thing. Over.
     Red sees Sally peering at him over the top of her file.      He
     glances around at the other sets of eyes.
                               RED
              I don't want some half-ass Sergeant York
              taking pot shots with a deer rifle.
     Adler puts the headphones back on.
     Bobby Lee smirks a bit.

                               SALLY
              It's the only thing to do.    He's got the
              child with him.
     Red gives her a look that says, "Don't defend me".
                               BOBBY LEE
                      (to Sally)
              I suppose you figger' he'll jus' give up.
                                  SALLY
              Maybe, maybe not.
                               BOBBY LEE
              Well now there's a safe bet.
                               SALLY
              I'll give you a safe bet. The boy's
              in better hands now than he was.
                               RED
              The third eye Pugh's sportin' on the way
              to the morgue shouts otherwise.
     Sally flashes Red a look back. Bobby Lee rises and moves
     past Red on his way to the toilet.
                               BOBBY LEE
                      (casually)
              Then why not shoot to kill.
     Red just stares at Bobby Lee as the younger man moves slowly
     past him to the toilet.
     Adler on the radio...
                                                    (CONTINUED)

                                                                 50.
72   CONTINUED:   (3)                                                  72
                               ADLER
                      (to Red)
              They've forwarded the stolen vehicle license
              to the roadblocks. You still wanna' go to
              the farm?
     Red pulls out a package of Red Man chewing tobacco and mulls
     over the question while he slaps a wad into his cheek.
                                  RED
              Yeah.     I gotta' hunch.
73   INT. FORD - DAY                                                   73
                               BUTCH
              You got blue eyes don'tcha', Phillip?
              Never met a blue-eyed Phillip before.
              Who you named after?
                                  PHILLIP
              My daddy.
                               BUTCH
              You and your old man get along all right?
                                  PHILLIP
              Yeahsir.
                               BUTCH
              Toss the ball around, play grab-ass in the
              yard, that sorta' thing?
                                  PHILLIP
              Nawsir.
                                  BUTCH
              Why the hell not?
                               PHILLIP
              He ain't around, really.
                                BUTCH
              Well he is or he ain't.       When's the last
              time you saw him?
     Phillip shrugs.
                               BUTCH
              Me'n you got a lot in common, Phillip.
              The both of us got blue eyes, we both
              like RC Cola and neither one of us has
              an old man worth a damn.
                                                       (CONTINUED)

                                                                  51.
73   CONTINUED:                                                         73
                               PHILLIP
                      (a bit defensive)
              My Mama says he'll prolly' come back.
              Prolly' when I'm ten or so.
                               BUTCH
              Well... she's lyin' to ya' pure and
              simple. He ain't never comin' back.
     Disappointment registers on the boy's face.
                               BUTCH
              Guys like us, Phillip, we gotta' be on
              our own. Seek foolish destiny, that
              sorta' thing.

74   EXT. GAS STATION - DAY                                             74
     The Ford pulls off the dusty road and into the lone pump in
     this dilapidated petrol mirage. A BUCK TOOTH BOY, 15, in
     overalls steps to the window.
                               BOY
              What can I do ya' for?
                               BUTCH
                      (to Phillip)
              Tell him your name.
                                  PHILLIP
              Phillip.
                                  BOY
              Fill-er-up it is.
     The attendant starts to pump the gas.

                               BUTCH
              See there! All you gotta' do is say your
              name and people are waiting on you hand
              and foot. Like a goddam king or somethin'.
     Phillip can't help but smile at the notion.
75   EXT. FARMHOUSE - DAY                                               75
     Bradley and Suttle lean against the parked RV, chatting.
                               BRADLEY
              You responsible for engine maintenance
              on this thing?
                                  SUTTLE
              Uh, yeah.     I'm the full time driver.
                                                        (CONTINUED)

                                                               52.
75    CONTINUED:                                                     75
      Bradley shakes his head.   "Too bad".
                                 SUTTLE
               What?   Why?
                                BRADLEY
               You notice how it keeps    wanting to slip a
               bit goin' into second.     Feels to me like
               somebody's been a little    heavy-footed with
               the clutch.
                       (beat)
               I'd take care of that if   I was you.
      PAN TO: an ambulance door opens and the Farmer, strapped in,
      is rolled toward it as his wife, sobbing, attends to him.

      Several local police scour the surrounding field, walking
      four feet apart, looking for what they hope they won't find.
      Red leans on the trunk of the Impala, chews and spits on the
      ground. He sniffs the air. Unsavory. Adler strides up from
      the field.
                                ADLER
               No bodies this time, thank Gawd.
                                RED
               You got the keys to this thing?
                                 ADLER
               Uh... naw...
                                 RED
               Get me a crowbar.
                       (to Sally)
               You might wanna' wait in the boat.

                                 SALLY
               No thank you.
76A   INT. TRUNK - DAY                                               76A
      But it's black as night. A   CROWBAR CRANKS at the lock until
      the trunk blasts open like a  bottletop. A blast of light
      gives way to the silhouetted  faces of Red, Adler and Sally,
      who turns and walks away in  nauseous disgust.
                                 RED
               Well....
      THEIR POV - OPEN TRUNK
      In it lies the crumpled, bent, bloody remains of Larry, the
      prison employee, the original hostage.
                                RED
               ... there's our bureaucrat.

                                                               53.
76B   RED                                                            76B
      spits a chaw, turns and walks to the RV.    Near the entrance
      Sally is heaving.
                                RED
                       (to no one in particular)
               It's sure nice to know the boy's in good
               hands.
      Sally straightens herself, ready to bite back, but Red's
      face is soft. He offers a handkerchief. She takes it.
                                RED
               Gallows humor, Sally.    Without it we'd
               all be heavin'.

77    EXT. SMALL TOWN (NOODLE, TEXAS) - DAY                          77
      The Ford slides down the Main Street and into a side alley
      next to a Department Store.
78    INT. FORD - DAY                                                78
                                BUTCH
               You ready to get out of those skivvies
               and into some britches?
      Phillip nods.
                                BUTCH
               Well all right then. But first we gotta'
               come up with some A.K.A.'s, fake identities,
               ya' know. Names to call each other when
               we're around other folks.
                       (beat)
               Go ahead and think one up. Whatever name
               you want.

      Phillip is amused by the sport of it all.
                                  PHILLIP
               Any name I want?
79    EXT. STORE FRONT - ESTABLISHING - DAY                          79
      A small time Dry Goods store with a sign over the entrance
      proclaiming: "FRIENDLY'S - The Friendliest Store in Texas!"
80    INT. FRIENDLY'S - DAY                                          80
      A small, well-organized country dry goods store with a dozen
      or so aisles carrying everything from DDT to used boots.
                                                     (CONTINUED)

                                                                54.
80   CONTINUED:                                                       80
     A long counter at the front of the store is backed by a small
     office with a large glass window that gives the Manager, MR.
     WILLITS, 45, bespectacled, anal-retentive, a clear view of the
     store. A nuclear family with two kids exits the store just as
     Butch and Phillip enter. Butch holds the door open and smiles
     at them. They say "thanks" but can't help but notice Phillip,
     cowering behind Butch, still clad in his underwear. He hides
     behind a nearby display which reads: Cast Your Vote For
     Friendly's Friendliest Clerk!
     A clerk, LUCY, 30, holding a handful of shoeboxes notices
     their entrance. She's schoolmarmish with a smile that looks
     like it's painted on.
                               LUCY
              Well, hello there and welcome to Friendly's.
              Looks like the little fella' needs some pants.
                               BUTCH
              As a matter of fact. Shoes and new skivvies,
              too. He'll tell you his size. Go with the
              lady, Buzz.
     Phillip, still in somewhat of a daze, doesn't recognize his
     own "name".
                               BUTCH
              Buzz!
     Phillip snaps to, cracks a smile at Butch and follows the lady
     to the children's section of the store.
                               LUCY
              Buzz, what a cute name.   Like a bee.
     BUTCH

     walks past the cash register, gives the clerk behind the desk
     a wink and proceeds to an aisle which features hardware, rope,
     tape, nails, etc. He stoops and grabs a shank...
     ... with his hands he grips the rope tight and jerks it taut.
     CHILDREN'S AISLE
     Lucy is holding jeans up to Phillip's waist.
                               LUCY
              It'd be easier if I knew your size, but
              we'll get it right.
     Phillip's eye catches something...
                                                      (CONTINUED)

                                                                   55.
80   CONTINUED:   (2)                                                    80
     HALLOWEEN COSTUME DISPLAY
     on a circular rack with shelves. Hanging prominantly is a
     Casper the Friendly Ghost costume. Above it a sign reads:
     "MARKED DOWN - Get the Jump on Next Year!"
     CLOSEUP - PHILLIP
     mesmerized by the display.
     BUTCH
     takes a roll of electrician's tape. He tears off a strip,
     attaches it to the back or his hand and tugs. It holds tight.
     LUCY

     kneeling, looking for sizes, selects a pair and turns to find
     Phillip gone. She spins around and smiles when she sees...
     PHILLIP
     wearing the Casper mask.
                                   LUCY
               Why look.     It's a friendly ghost.   Say 'Boo.'
                                  PHILLIP
                         (unconvincingly)
               Boo.
                                   LUCY
               Not    very scary but you'll have a whole
               year    to work on it if your Daddy lets
               you    have it. Good price, too. What'd
               you    go as this year?
                                   PHILLIP
               A bandit.

81   EXT. MAIN STREET - DAY                                              81
     A local police car cruises slowly, spots the Ford parked in
     the alley and comes to a halt.
82   INT. POLICE CAR - DAY                                               82
     The cop, TERRANCE, 25, who only started last month after he
     flunked out of Texas A&M, checks the plates against a notepad
     on his dash.
                               TERRANCE
                      (realizing his find)
              Aw... shit...
83   INT. FRIENDLY'S - DAY                                               83
     Butch, with a handful of supplies, including the rope and
     tape, makes his way to the register.
                                                  (CONTINUED)

                                                               56.
83   CONTINUED:                                                      83
     He's greeted there by PAULA, to whom he earlier winked. She's
     25, country cute, and wears a fake smile that rivals Lucy's.
     Butch reaches for and tries on a pair of sunglasses.
                                 BUTCH
              Whattaya' think?
                                 PAULA
              Look good.
     He adds them to the pile of stuff.
                               PAULA
              Will that be all for you today?

     Butch nods and hands over the goods.
                               BUTCH
              You folks are about the grinninest bunch I
              ever seen.
     Paula laughs, then drops her grin, looks behind her to see
     Mr. Willits is watching, and whispers...
                               PAULA
              Old Man Willits holds a contest ever'
              month. The friendliest clerk gets a
              $20 bonus.
                      (beat)
              There's a ballot box at the front.
     BEHIND GLASS
     Mr. Willits adjusts his black and white TV and settles on a
     local news broadcast.
                               NEWSCASTER (V.O.)
                      (on TV)
              ... the hunt continues for Butch Haynes,
              who escaped last night from the maximum
              security unit over in Huntsville. Haynes,
              six-one, 185 pounds, with brown hair is
              considered armed and dangerous. He was
              last seen...
     CHECKOUT COUNTER
     Paula checks Butch's items as Lucy and Phillip emerge from an
     aisle and drop a pair of jeans and sneakers onto the counter.
                               LUCY
              Here's the clothes, but Buzz has his
              heart set on a Halloween costume for
              next year. It is half off.
                                                     (CONTINUED)

                                                               57.
83   CONTINUED:    (2)                                               83
     MR. WILLITS
     pays more attention to Butch as the newscast continues.
                               NEWSCASTER (V.O.)
              ... Haynes is believed to have an
              8-year-old boy with him as hostage.
     CLOSEUPS - BUTCH AND WILLITS
     Each checking out the other.
                               BUTCH
                      (to Phillip)
              We'll get it next time.   Go get in the
              car, son.

84   EXT. MAIN STREET - DAY                                          84
     Terrance pulls his black and white to one end of Main Street
     and parks it across the street, blocking it.
                               TERRANCE
                      (into radio)
              Okay, Pete, I'm all set down here.    You?
     ANOTHER COP
     PETE, 40, probably Terrance's uncle, slides his black and
     white to the opposite end of the street and puts it in park.
                               PETE
                      (into radio)
              Copasetic. Let's just keep him tied
              up til' the state boys get here.
85   INT. RV - DAY                                                   85

     Adler takes the urgent message off the radio and turns to the
     group...
                                ADLER
              They've got him penned down in Noodle,
              north of Abilene.
86   INT. FRIENDLY'S - AT COUNTER - DAY                              86
     Paula bags the items, including the jeans.
     CLOSEUP - WILLITS
     staring straight at Butch.
     CLOSEUP - BUTCH
     shakes his head at Willits -- "Don't even think about it".
                                                    (CONTINUED)

                                                             58.
86    CONTINUED:                                                   86
      PHILLIP
      walks toward the front door but stops short when he sees,
      once again, the Halloween display.
      BUTCH
      pays Paula, then stuffs a $20 in her blouse.
                                 BUTCH
                You are truly the friendliest clerk I
                ever met.
      She blushes a "thank you" as Butch makes a hasty retreat to
      the door.
                                 PAULA
                        (an afterthought)
                Thank you for shopping Friendly's!
87    EXT. MAIN STREET - DAY                                       87
      Butch exits the store, spots the blackandwhites, and slides
      into the middle of a group of old-timers moving down the
      sidewalk at a leisurely pace.
88    INT. FRIENDLY'S - DAY                                        88
      Phillip stands at the costume display, looks around, then
      grabs a Casper costume carton, stuffs it under his T-shirt
      and walks quickly to the door.
89    EXT. SIDE ALLEY - DAY                                        89
      Butch slides away from the Old Timers and into the Ford.
90A   INT. FORD - DAY                                              90A

      Butch checks the back seat. No Phillip, no Buzz.   He checks
      the rear view mirror and sees...
90B   IN REAR-VIEW MIRROR                                          90B
      Pete, his cherry top spinning, pulls in behind Butch, blocking
      his entrance to the main street.
91    EXT. SIDE ALLEY - DAY                                        91
      Butch throws the Ford into reverse and steps on the gas.
      Pete not expecxting this kind of pace, at least not from the
      get-go, leaps into his back seat.
      The Ford rams into the black and white pushing it backward
      into a lightpole and a truck. The TRUCK'S OWNER, carrying
      mulch from the feed store, watches as his truck slides
      toward him.
                                                   (CONTINUED)

                                                              59.
91   CONTINUED:                                                     91
                                 TRUCK OWNER
               Dammit, Pete!!!
92   EXT. FRIENDLY'S - DAY                                          92
     Phillip steps out the door.    He spots the crash and watches
     as...
     The Ford blasts back into the alley in a hail of dust.
93   INT. FORD - DAY                                                93
     Butch, driving like a maniac, turns into the back alley and
     steps on it. All at once he mashes on the BRAKES and comes
     to a SQUEALING stop.
     HIS POV

     The alley is a dead end.
     BACK TO SCENE
     Butch rips the CAR into reverse and SQUEALS all the way back
     to the original side alley.
94   EXT. FRIENDLY'S - DAY                                          94
     Phillip stands frozen, scared, not knowing what to do but
     keeping a look out on the street for the Ford.
95   INT. FRIENDLY'S - DAY                                          95
     Lucy and Paula peer from behind the counter at Phillip and
     the fracas taking place in the street.
                                LUCY
               I knew something was wrong from the get-go.

     They spot Phillip standing a few feet in front of the door.
                                PAULA
               Look, he left his little boy.
                                 LUCY
               And look, the little rascal has... he's
               no better than...
                                 PAULA
               What?!...
                                LUCY
               He's got that Casper costume.   He stole it!
96   EXT. MAIN STREET - DAY                                         96
     The FORD emerges from the side alley once more and SQUEALS
     onto Main Street.
                                                  (CONTINUED)

                                                              60.
96   CONTINUED:                                                     96
     TERRANCE
     can't believe his eyes...
     HIS POV - FORD
     is COMING STRAIGHT FOR him, hell bent on destruction and
     picking up speed.
     BACK TO SCENE
     Terrance sticks his black and white in rapid reverse and backs
     down the street at 40 mph.
                                 PETE (V.O.)
                        (on radio)
                Get the hell outta' there. We can't
                lose both vehicles!
     TERRANCE'S POV - FORD
     is GAINING ON him -- he can actually SEE Butch's grimaced face
     -- when suddenly it goes into a dusty fishtail, does a 180,
     and barrels in the OPPOSITE direction.
     PHILLIP
     antsy as hell, stuck, wondering how this whole thing is going
     to play out. He's suddenly aware of the peering eyes behind
     him. Lucy bangs on the glass.
                                 LUCY
                         (yells)
                Buzz! You little shit.   Shoplifting is
                a crime!
     BUTCH

     checks his mirror, looks ahead, spots Phillip and blasts
     straight for the front door of the store. He SKIDS to a halt
     and stares right at Phillip.
                                 BUTCH
                Up to you, Buzz...
     PHILLIP
     He's frozen for a second, his knees knocking, teeth
     chattering, the works. Lucy appears behind him and the
     glass door...
                               LUCY
                      (to Phillip)
              You'll never get away with this, little
              mister!
     Phillip dashes to the Ford and makes a swimmer's starting
     dive into the open passenger window.
                                                  (CONTINUED)

                                                             61.
96    CONTINUED:   (2)                                             96
      Butch pulls his GUN and FIRES once into the glass door above
      the clerk's heads.
97    INT. FRIENDLY'S - DAY                                        97
      The GLASS DOOR and surrounding WINDOWS SHATTER into a million
      pieces, sending Lucy, Paula, makeup, pantyhose, grins and all
      into a heap on the floor.
98    EXT. STREET - DAY                                      98
      The FORD SQUEALS out down the street. Pete crawls out from
      behind the seat and ducks again just as...
      ... the Ford sideswipes the black and white for good measure
      and fishtails out of town.
      Pete crawls over the back seat again as his radio SQUAWKS...
                                 TERRANCE (V.O.)
               Pete?... Pete?   You okay?...
99    INT. FRIENDLY'S - DAY                                        99
      Paula emerges from behind the counter and stares at Lucy, on
      the ground amidst glass and mayhem.
                                PAULA
               Say what you want. I'm keepin' the twenty.
100   EXT. RURAL ROAD - DAY                                        100
      Two young, country boys stand by the side of the road. One,
      FRANK, tosses an egg from hand to hand while he watches the
      horizon. The other, BILLY, approaches, crawling through a
      barb wire fence dragging something behind him.

                                 FRANK
               Hurry up.   Someone's comin'.
      ON HORIZON
      Sure enough, a hail of dust signals the approach of a vehicle
      a mile or so away.
      Billy crawls into the ditch next to Frank. We see what he's
      dragged from the field -- a scarecrow with a floppy hat and
      red bandana.
                                FRANK
               Stick it in the road. Hurry up.
      Billy does so, propping the scarecrow into a sitting position
      with a forked stick. Then he races back to the ditch and
      slides in next to Frank to divide the eggs.
                                                   (CONTINUED)

                                                                62.
100   CONTINUED:                                                      100
                                FRANK
               We got seven eggs. I get four to throw
               and you get three... since it was my idea.
      Billy nods.
                                 FRANK
               Here they come.   Aim for windows and get
               ready to run.
      The car crests the hill, followed by another, and another and
      a final one, all Highway Patrol, all with their lights on and
      SIRENS WAILING.
                                FRANK
               Oh shit!

      The cars don't even slow at the sight of the scarecrow, blast-
      ing right through it, sending hay, hat, limbs and all, flying.
      The scarecrow, or what's left of it, lands in a ditch next to
      the boys. In unison they breathe a sigh of relief, look at
      each other, drop the eggs and hightail it for home.
101   INT. FORD - DAY                                                 101
      The car is parked in a field of some sort.   Butch reaches in
      the back seat for the bag of clothing.
                                BUTCH
               Here, take them nasty skivvies off and
               put on yer' jeans.
      He spots Phillip's not so successful effort to hide the
      costume box.
                                BUTCH
               Whatya' got there?

                                 PHILLIP
               A ghost suit.
                                 BUTCH
               From the store?   You kyped it?
      Phillip nods, expecting the worst.
                                BUTCH
               Well, hell, Phillip, put it on.
                                 PHILLIP
               You ain't mad?
                                BUTCH
               Let's unnerstan' each other here.
                                (MORE)
                                                    (CONTINUED)

                                                               63.
101   CONTINUED:                                                     101
                                BUTCH (CONT'D)
               Stealin's wrong, ok? But if there's
               somethin' you need bad and you ain't got
               the money, then it's okay to take a
               loaner on the item. It's what ya' call
               an exception to the rule.
      Phillip tears into the box, rips out the costume, looks at it,
      starts to take off his underwear then balks. Butch notices.
                                 BUTCH
               What's wrong?
                                 PHILLIP
               Nuthin'.

      Butch notices Phillip's hands covering his crotch.
                               BUTCH
               What? You don't wanna' get undressed,
               is that it?
      Phillip shrugs.
                                BUTCH
               You embarrassed caus' I might see yer'
               pecker?
                                 PHILLIP
               It's... puny.
                                 BUTCH
               What?
                                 PHILLIP
               It's puny.

                                BUTCH
               Well hell, lemme' see.
      Phillip still hesitates.
                                 BUTCH
               Go on.   I'll shoot ya' straight.
      Phillip gingerly pulls off his underwear. Butch smiles a
      broad grin.
                                BUTCH
               Hell no, Phillip, it's good size for a
               boy yer' age!
      Phillip, remasculated, smiles and starts to put on the
      costume.
                                 BUTCH
               Here they come.

                                                                 64.
102   EXT. RURAL ROAD - DAY                                            102
      The four Highway Patrol VEHICLES from before BLAST past at
      90+, sending stray dogs and roadrunners scurrying for cover.
      CRANE    DOWN to reveal the Ford off the same roadside, but
      behind    a burm in a field. As soon as the patrol cars pass,
      Butch    STARTS up the ENGINE and humps it to the road and off
      in the    opposite direction.
103   INT. AIRSTREAM - DAY                                             103
      Sally, deep in her files.      She looks up from the file to...
      ANOTHER ANGLE
      Bobby Lee who sits by himself, whittling away at a stick and
      leering at her. Adler is at the map, holding the shortwave
      mike and wearing the earphones. Behind him, Red stares out
      the window.
                                ADLER
               Haynes bought tape, rope, and some clothes
               for the boy.
      Red comes to and turns to Adler. Sally smiles almost to her-
      self. She was right -- Haynes is looking after the boy.
      Everyone knows it, but no one says anything.
                                  ADLER
                 One puzzler though. They say the boy
                 could have gotten away but didn't.
                                  SALLY
                 Probably scared to death.
                                   ADLER
                 That's not all. The kid stole a
                 Halloween outfit.

                                  RED
                 Holy Jeezus, they're a team.
                                  ADLER
                 With the pit stop in Noodle looks like
                 he's headed for the Panhandle.
      Red sighs and groans. Unpleasant news but somehow he knew it.
      He moves to the back room for another shot of Geritol.
                                    SALLY
                         (to Red)
                 What?
                                  ADLER
                 There's more roads than people in the
                 Panhandle.
                                                       (CONTINUED)

                                                               65.
103   CONTINUED:                                                     103
                                SALLY
               How's that happen?
                                KAISER
                       (over his shoulder)
               Poor counties. They tend to half finish
               roads then start on another one.
                                ADLER
               But if anybody knows them backroads it's
               Red.
      Sally lifts her head, watches Red reenter the room, then
      stares out the window.

                                SALLY
               Okay, so... I'm Robert Haynes. Called
               Butch by everyone. I was born in
               Amarillo, but grew up in the French
               Quarter of New Orleans.
                                ADLER
                       (sotto voce)
               What's she doin', Red?
                                SALLY
               I killed a man when I was eight.
      Silence. Nobody seems willing to play along.    Red turns
      from the window to Sally.
                                RED
               How'd ya' kill him?
                                SALLY
               Shot him with a pistol. There was always
               one around the dance hall. That's what
               they called it but it was a whorehouse.
               We lived there.
      Red moves away from the discussion and stands at the front
      of the Airstream, staring out the front window.
                                ADLER
               What'd the authorities do?
                                SALLY
               The victim was wanted by the locals so
               the whole thing got shoved under the
               carpet Cajun-style.
                                ADLER
               They didn't even stick him in juvy?
                                                     (CONTINUED)

                                                                 66.
103   CONTINUED:   (2)                                                 103
                                   SALLY
               Put me in school.     Three years behind
               but I catch up.
                                KAISER
               Sounds like things are goin' okay' now?
                                   SALLY
               They were.     For awhile.   When I'm twelve
               mom dies.
                                   ADLER
               What happened?
                                SALLY
               Delilah Jane Haynes hung herself in the
               bathroom of the brothel. Could have saved
               herself the trouble. Post-mortem check
               uncovered last stage syphilis.
                                KAISER
               Where's yer' father?
      Red's face tells us he's listening.
                                SALLY
               Nobody knows where he is now. Ditched
               when I was six. He was a small-time felon.
               Popped up again after Mom died -- he'd just
               been paroled. Moved us back to Amarillo.
               A year later I'm in trouble again.
                                   ADLER
               Yeah?     Kill somebody else?
                                SALLY
               Took a joyride in a Ford coupe that I
               just couldn't resist.
                                KAISER
               Hell, that's no big deal.
                                SALLY
               Judge gave me four years in Gatesville,
               toughest juvy farm in Texas.
                                ADLER
               That's where the son-of-a-bitch learned
               to be a criminal. Seen that before,
               ain't we, Red?
      Red doesn't answer.     He seems in a faraway place.
                                                       (CONTINUED)

                                                              67.
103   CONTINUED:   (3)                                              103
                                 BOBBY LEE
                       (smart ass)
               So, Butch, why don't you tell us where
               yer' goin', save us the trouble o'
               huntin' you down?
                                SALLY
               Where I'm going isn't as important as
               'Why am I going there?'
                                BOBBY LEE
                       (tired of the game)
               Shit. 'Caus' I'm runnin' and they're chasin'
               and I'd jus' as soon go north as south as
               east as west. It's a fun lil' parlor game,
               lady, but right now Butch Haynes don't
               have the slightest idea where he's headed!
104A INT. FORD - DAY                                                104A
      Phillip, now fully-attired in his Casper outfit and mask, is
      looking at a folded map while Butch drives.
                                BUTCH
               An inch is 24 miles. Hold yer' pointin'
               finger along the line of the road. You
               got three lines on your finger, don'tcha'?
               Each one's an inch. So how many inches
               to Childress?
      Phillip holds one finger to the map, then another.
                                  PHILLIP
               One, two... six.
                                BUTCH
               Yer' a helluva' navigator, Phillip. A lot
               smarter than Jerry. But I guess that's not
               sayin' a lot.
      Something catches Phillip's eye.
                                  PHILLIP
               Lookie there!
104B HIS POV - TRUCK AND AIRSTREAM                                  104B
      coming TOWARD them on the highway.
105   INT. AIRSTREAM - DAY                                          105
      Bradley, driving, tinkers with a broken windowshade.
      Suttle yawns, comes to, notices the broken windowshade and
      gives Bradley a look. Bradley, caught, just smiles.

                                                                  68.
106   INT. FORD - DAY                                                   106
                                 BUTCH
                        (excited, too)
                Seen one of them in a magazine. It's
                called a motor home. They're new.
                Kinda' like a house on wheels.
      Butch HONKS the HORN TWICE and waits for a retort.
107   INT. TRUCK - DAY                                                  107
      Bradley smiles, looks to Suttle, who nods an "okay."    Johnson
      sits on the HORN for TWO solid BLASTS.
108   INT. FORD - DAY                                                   108
      Phillip laughs and waves.

109   INT. TRUCK - DAY                                                  109
      Bradley and Suttle wave back.
      SALLY
      staring out the window.    She looks at the passing Ford.
      HER POV
      Butch is hard to make out, but there's no mistaking the Casper
      outfit Phillip wears with pride.
      BACK TO SCENE
                                 SALLY
                You said the boy stole a Halloween costume...
                What character?
                                 ADLER
                I believe it was Casper... Casper the
                friendly ghost.
                                  SALLY
                That was them.   They just passed us.
                                 RED
                Turn this thing around!
      Adler jumps on the radio to the truck.
                                 ADLER
                        (into mike)
                Turn it around! That was them!
110   EXT. ROAD - SAME TIME                                             110
      The Airstream slows to a grind, pulls off the narrow shoulder
      and begins to make a wide U-turn.
                                                   (CONTINUED)

                                                               69.
110   CONTINUED:                                                     110
                                 SUTTLE (V.O.)
                We'll never make it. Stop!
      It's a close fit but the Airstream just survives a brush with
      a burm. The TRUCK PEELS away with Airstream in tow.
111   OMITTED                                                        111
111A INT. FORD - DAY                                                 111A
      Butch checks his rear-view mirror and gets a puzzled look on
      his face.
      IN REAR-VIEW MIRROR

      The Airstream barreling fast behind -- catching up.
111B INT. TRUCK - DAY                                                111B
      Bradley presses the pedal to the floor. The ENGINE STRAINS.
      Suttle nervously sneaks a peek at the speedometer.
                                 SUTTLE
                It's... it's not safe to go over 65 with
                this much load!
      The speedometer reaches 80.   The ENGINE SCREAMS.
111C INT. AIRSTREAM - DAY                                            111C
      The whole thing is shaking, twisting, bumping.    All aboard try
      and keep their balance.
                                 BOBBY LEE
                        (to Adler)
                Tell him to pull up next to 'em!

      Bobby Lee opens a window and leans out.
111D INT. FORD - REAR-VIEW MIRROR - DAY                              111D
      As Bobby Lee leans out the window of the Airstream some 50
      yards back.
      NEW ANGLE
      Phillip turns around backward in the seat to watch.
                                 PHILLIP
                They're goin' fast!
                                 BUTCH
                Phillip, you get in the back seat and
                lie down on the floor.
                                                    (CONTINUED)

                                                               70.
111D CONTINUED:                                                      111D
                                  PHILLIP
              Why?
                               BUTCH
              Hell, I don't know. 'Caus' I said so!
111E INT. TRUCK - DAY                                                111E
     Suttle is scared to death while Bradley is loving every
     minute. The ENGINE starts to STEAM.
                               SUTTLE
              Yer burnin' up the engine!
     But Bradley pays no heed.

111F INT. AIRSTREAM - DAY                                            111F
     Bobby Lee unholsters his pistol and leans back out the
     window. Red spots him.
                               RED
              Holster that firearm and get yer ass
              back inside!
     Bobby Lee thinks it over, shakes his head in disgust and
     holsters his piece.
111G INT. FORD - DAY                                                 111G
     Butch spots an opening and...
                                  BUTCH
              Hold on, Phillip!
111H EXT. ROAD - DAY                                                 111H

     The Ford makes a sharp veer off the road into a flat scrub
     brush field. The car spins out a bit when it hits the dirt
     sending forth a dust devil, then it regains its traction and
     blasts ahead through the dust.
111-I INT. TRUCK - DAY                                         111-I
     Bradley spots the maneuver and starts to follow.
                                  SUTTLE
              Don't!!!
111J EXT. ROAD - DAY                                                 111J
     The truck, in an attempt to enter the field, misses the flat
     spot, hits a burm with its front right tire and flies into
     the air.
                                                     (CONTINUED)

                                                               71.
111J CONTINUED:                                                      111J
     The trailer hitch snaps as does the safety chain.
     The truck lands hard and continues pell-mell through the
     field.
     The AIRSTREAM, sans truck, BLASTS forward along the road
     at 50+ m.p.h.
111K INT. AIRSTREAM - DAY                                            111K
     Bouncing like hell. Sally holds on for dear life, then
     glances out the window and almost jumps out of her seat when
     she sees...
     HER POV

     The truck, 100 or so yards away, blasting through the field
     toward the horizon.
                                  SALLY
               Shit!!!!
     NEW ANGLE
     Red spots the same but before he can cuss...
111L EXT. ROAD - DAY                                                 111L
     The Airstream veers off the road and into the rocky field.
     Trees, scrub brush and boulders are no deterrent for the
     sleek silverfish which seems to be moving even faster than
     before.
111M INT. TRUCK - DAY                                                111M
     Steam, smoke pouring from the engine. Suttle, covering his
     eyes, sneaks a peek behind and screams when he sees no
     Airstream behind them.
                                  SUTTLE
               Ahhhh!!    They're gone!!!
     Bradley looks in the rear-view mirror, turns around and
     screams, too. Without visual guidance...
111N EXT. FIELD - DAY                                                111N
     The TRUCK BLASTS into a mesquite tree, runs halfway up
     the tree, then dies a horrible death.
111-O INT. AIRSTREAM - DAY                                           111-O
     It's an anti-gravity room what with the files, coffee, maps
     and bodies flying around.

                                                               72.
111P EXT. FIELD - DAY                                                111P
      The Airstream, now losing a bit of steam, hits a burm, almost
      topples and comes to a precarious stop in a dried-up watering
      hole.
111Q INT. AIRSTREAM - DAY                                            111Q
      Adler, still wearing the headphones, rises first and goes to
      the radio to answer an incoming call.
      Red groans. Sally crawls to her feet and offers Red a helping
      hand, which he accepts.
                                ADLER
               Uh... Red?

                                RED
               What?
                                ADLER
               They wanna know if the boy looked
               okay?
                                SALLY
               He was laughing and waving.
                                RED
               Don't tell 'em that.
112   INT. GOVERNOR'S OFFICE (AUSTIN, TEXAS) - DAY             112
      A large group of very serious advisors sit and stand in a
      circle around the Governor's desk. Across from GOVERNOR
      CONNALLY sits a nervous, near tears GLADYS PERRY. An AIDE
      on the telephone, turns to the Governor.
                                AIDE
               They say the boy looked A-okay.
      Governor Connally nods, sighs, and reaches hand across the
      desk and touches Gladys's shoulder.
                                GOVERNOR
               He'll be fine, Mrs. Perry. This whole
               nightmare will be over and done with very
               soon and you'll be home with your boy. I
               promise.
      Gladys, distraught, nods. Governor Connally discreetly nods
      to a photographer in the group while keeping his hand on
      Gladys's shoulder. A CAMERA'S FLASH causes everyone to blink
      in reaction.
      The Governor shakes it off and continues...
                                                     (CONTINUED)

                                                                73.
112   CONTINUED:                                                      112
                                GOVERNOR
               I want you to know that I personally okayed
               the use of a brand-new high-tech mobile
               home from which to conduct the manhunt.
               It's an amazingly futuristic piece of law
               enforcement equipment.
      Another FLASH.
113 OMITTED                                                           113
thru                                                                  thru
115                                                                   115
115A EXT. FIELD - DAY                                                 115A

      The Airstream, the amazingly futuristic piece of law
      enforcement equipment sits beat to hell and leaning to one
      side in the dry pond bed. All the tires are flat and dents
      and bruises abound. The door tries to open but is stuck.
      Red applies a boot to it and the whole thing comes off its
      hinges and flies to the ground. Red exits. He groans and
      shakes his head when he spots...
      Bradley and Suttle limping toward him across the field.
      Red sighs and starts slowly walking in the direction Butch
      and Phillip headed.
115B INT. AIRSTREAM - DAY                                             115B
      Sally, her hair a bird's nest, does her best to collect her
      files before she sits down, takes a deep breath and glances
      out the window at Red in the distance.
115C EXT. FIELD - CLOSEUP - RED - DAY                                 115C

      Standing in the middle of the field, staring at the horizon.
      He sticks a chaw in his mouth without diverting or blinking
      his eyes.
116   EXT. ROAD - CLOSEUP - BUTCH - DAY                               116
      Staring at the horizon.
      ANOTHER ANGLE
      Butch sits on the hood of the Ford, which is stopped on an
      asphalt road which, a few feet farther, turns into dirt and
      a few feet farther a dirt clod field.
                                                   (CONTINUED)

                                                                74.
116   CONTINUED:                                                      116
                                BUTCH
               Started this road 20 years ago and it
               still ain't finished.
                       (beat)
               Appears to me we got a decision to make.
      Phillip, aka Casper, exits the car and, imitating Butch, leans
      against the car.
                                BUTCH
               It's up to you, Phillip. We can backtrack
               to the highway or we can try it on foot.
                                 PHILLIP
               Where we goin'?

      Butch reaches in his back pocket and pulls out a folded
      postcard. He hands it over to Phillip.
      INSERT - CARD
      It's at least 20 years old, crumpled. It unfolds to reveal a
      beautiful green valley with a snow capped mountain behind it.
      BACK TO SCENE
                                BUTCH
               It's Alaska, Phillip. Last of the wild
               frontier.
                                 PHILLIP
               It's pretty.
                                 BUTCH
               It's beautiful!

                                 PHILLIP
               You been there?
                                 BUTCH
               Naw. Just got the one postcard. But
               anyhoo, back to our present dilemma. You
               feel like a hike?
                                 PHILLIP
               How far?
                                BUTCH
               Can't be more'n, oh, say, fifteen hundred
               miles.
      Phillip seems a tad apprehensive about the prospect.
                                                   (CONTINUED)

                                                                75.
116   CONTINUED:   (2)                                                116
                                BUTCH
               Yer' prolly' right. Go give our supplies
               a check.
      Phillip returns to the car and emerges with the paper bag once
      full of soda, candy and jerky. Butch surveys the countryside.
      HIS POV - PAN COUNTRYSIDE
      Typical midwest Texas; flat, dusty, barren.     A mile or so
      away sits a home -- a small ranchhouse.
      BACK TO SCENE
      Phillip returns with the bag and pores through it.

                                  BUTCH
               How's it look?
                                PHILLIP
               A soda... some gum... half a Moon Pie.
                                BUTCH
               Rations for one at best.    Come on.
      Butch strides straight into the rocky field. Phillip
      lingers a moment, then sticks the half eaten moon pie in
      his mouth and follows, hurrying to catch up.
117 OMITTED                                                           117
thru                                                                  thru
122                                                                   122
122A EXT. FIELD - AIRSTREAM - DAY                                     122A
      Suttle limps around the broken-down silver junker, his hands
      covering what his eyes can't bear to see.
                                BRADLEY
               Now yer sure that gooseneck had a safety
               chain?
      Suttle turns and glares.
                                  SUTTLE
               Yes!!!
      NEW ANGLE
      Red walks slowly toward the slumping Airstream. A PHONE
      RINGS from inside, then STOPS. Adler sticks his head out of
      the door and calls to Red...
                                                      (CONTINUED)

                                                                  76.
122A CONTINUED:                                                         122A
                               ADLER
              Governor's hot line, Red. Governor
              insists that he have the mobile home
              back for the parade tomorrow.
      Red just stares at Adler, then sighs, removes his hat and
      scratches his head.
                               RED
                      (isn't it obvious?)
              Tell 'em to come and get it.
123   EXT. DUSTY FIELD - DAY                                            123
      Butch continues his hell-bent brisk pace in the field of dirt
      clods. It's all Phillip can do to keep up.
                                 PHILLIP
              Where we goin'?
                               BUTCH
              We're goin' trick r' treatin', Phillip.
      Phillip stops dead in his tracks. Butch, sensing that the boy
      is no longer following, stops, spins and faces Phillip.
                                 BUTCH
              What?
                               PHILLIP
              We ain't allowed to trick r' treat.
                                 BUTCH
              Huh?
                               PHILLIP
              My mama don't allow it.
                               BUTCH
              Trick r' treatin'? Why not?
                               PHILLIP
              Against our religion.
                               BUTCH
              Against yer' religion.     What kind of
              foolishness is that?
                                 PHILLIP
              Jehovah Witness.
      Butch picks up a dirt clod and hurls it as far as he can.         He
      sighs and turns to Phillip.
                                                        (CONTINUED)

                                                              77.
123   CONTINUED:                                                    123
                                BUTCH
               Now, I'm askin' you, Phillip. I ain't
               askin' yer' mother and I ain't askin'
               Jehovah. Do you wanna' go trick r'
               treatin' or not?
124   EXT. YARD OF FARMHOUSE                                        124
      Butch and Phillip cross the dirt yard and make their way to
      the door.
                                 BUTCH
                Ok, Phillip, all ya' gotta' do is knock
                on the door and when they open it you say
                'trick or treat.' Got it?

      They arrive at the door.   Butch nods at Phillip who RINGS the
      BUZZER.
                                BUTCH
               Now wait til' they come.
      A FARM WIFE, 65 or so, like something from a Grant Wood, only
      smiling, opens the door and looks out on the pair through the
      screen door.
                                BUTCH
                       (whispers)
               Now, Phillip.
                                 PHILLIP
               Trick r' treat.
                                WOMAN (FARM WIFE)
               Well ain't you the cutest lil' ghost I
               ever did see.
                                BUTCH
                       (whispers)
               Say it again, Phillip.

                                PHILLIP
               Trick r' treat, ma'am.
                                WOMAN
               Well, seein' that Halloween was yesterday,
               I guess you'll have to trick me. You
               missed the caramel popcorn balls I made
               up special.
      Butch smiles, pulls up his shirt and exposes the revolver
      stuck in his pants.
                                WOMAN
                       (tune changed)
               Wait right here.
      Butch smiles and pats Phillip on the shoulder.    His eyes are
      drawn to...
                                                    (CONTINUED)

                                                               78.
124   CONTINUED:                                                     124
      HIS POV - TELEPHONE WIRE
      which enters the house near the door. We PAN WITH the
      telephone line FROM the house TO a nearby pole.
      BACK TO SCENE
      The Woman returns with an armload of anything she could find
      in the kitchen. Phillip gratefully opens his sack and watches
      as the Woman drops in a loaf of bread, a jar of mustard,
      candies, jams, butter and anything else she could find.
      Empty-handed she reaches inside the door, opens her purse and
      dumps her money -- a couple of dollars and lots of change into
      the bag.

      Phillip smiles.
                                 PHILLIP
               Thankyew.
125   EXT. YARD - DAY (SECONDS LATER)                                125
      Phillip, sack in hand, waves goodbye to the frightened old
      Woman, who shuts her door and locks it.
      Butch and Phillip make their way back across the yard.
                                BUTCH
               Never underestimate the kindness of the
               common man, Phillip.
      Butch reaches up and grabs the phone line, yanks it loose and
      tosses it aside.
126   INT. AIRSTREAM - DAY                                           126

      The Airstream is fast becoming a pig sty. Coke bottles,
      coffee spills, overfull ashtrays, etc. are everywhere. Adler
      holds the mike and stares at the thumbtacked map.
                                 ADLER
                        (into mike)
               Spur 208 northbound. And 83 at Aspermont
               coming and going.
                        (to Red)
               That it?
                                 RED
               Yeah.
      Adler moves to set down the mike and topples a cup of coffee.
      It spills on the floor. Suttle grabs a towel to wipe it up
      but realizing the futility of keeping the Airstream clean, he
      simply throws it aside.

                                                               79.
127   INT. FORD - LATER - DAY                                        127
      Butch drives while Phillip digs through the sack and comes
      up with a jar of mustard.
                                 BUTCH
                You sure there's no meat in there? Spam
                maybe, Vienna sausages, anything like that?
                                    PHILLIP
                Nawsir.
                                 BUTCH
                Well, I bet you can make us some mustard
                sandwiches, can't ya'?
                                    PHILLIP
                Yeahsir.
                                    BUTCH
                Well go to it.
      Phillip breaks out the loaf of bread and lays out four
      slices on the dashboard.
                                    PHILLIP
                How many?
                                    BUTCH
                Many as you want.
      Phillip   lays out six more slices. The dashboard is now
      covered   with bread. Phillip pulls out the mustard but has no
      knife.    Butch pulls out a stick of gum and hands it to
      Phillip   to spread with.
      As they drive  along they pass a large, happy family (Mom, Dad,
      girl 5, boy 7)  picnicking in the dip of a long hill alongside
      the highway.   From the look of their brand-new loaded down
      station wagon  they are on vacation.
      CLOSEUP - PHILLIP
      Mesmerized by the family.
      CLOSEUP - BUTCH
      Ditto.    He pulls his eyes back to the road, notices something.
128   EXT. ROAD - DAY                                                128
      Butch brings the car to a stop near the crest of the hill,
      sets the emergency brake, grabs the first completed mustard
      sandwich and gets out, leaving the Impala running.
                                                     (CONTINUED)

                                                                80.
128   CONTINUED:                                                      128
                                  BUTCH
                Be right back. Don't be stingy with
                that mustard now.
      Phillip nods and continues piling the yellow goop on each of
      the slices of bread.
      BUTCH
      walks ahead to the crest of the hill, the tallest hill in the
      county. He takes in the 360 degree view. His eyes settle
      on...
      LINE OF CARS

      IDLING as they wait their turn to pass a roadblock at the
      bottom of the hill.
      PHILLIP
      spreading even more mustard. Every so often he sneaks a peek
      back at the picnicing family.
      EMERGENCY BRAKE
      slips a little, then gives all at once.
      FORD
      starts to roll backwards.
                                    PHILLIP
                Whooaaa!   Butch!    Butch!!!
      BUTCH

      turns and sees the Ford rolling backwards, picking up steam
      back down the hill.
                                 BUTCH
                Step on the brake! Put your foot on the
                brake! The middle one!!
      PHILLIP
      panicked, slides over and grabs the wheel. Of course, he is
      too short to press on the brake and when he bends down...
      FORD
      swerves off the road and onto the shoulder.
                                                      (CONTINUED)

                                                                81.
128   CONTINUED:   (2)                                                128
      FAMILY
      headed by BOB, 35, their Ward Cleaverish father, looks up to
      see...
      FORD
      barrelling backwards toward them, swerving to and fro and
      followed by Butch shouting instructions.
                                   BOB (O.S.)
                Everybody, run!    Quick!
      BOB

      makes a beeline for the station wagon.
                                 BOB'S WIFE
                Forget the car, Bob!
                                   BOB
                Are you crazy.    It's only got a 1000 miles
                on it!
      He jumps in the Driver's seat of the WAGON and frantically
      REVS it just as...
      PHILLIP
      gains control of the wheel and steers the rapidly reversing
      Ford around the Wagon.
      FORD
      continues backwards to the bottom of the hill, but it has
      enough steam built up to head backwards up the other incline
      of the previous hill.
      BUTCH
      comes to a heaving halt next to Bob, who is near heart attack
      himself.
                                   BUTCH
                Bad brakes.
                                   BOB
                That was close.
      Bob gets out of the station wagon and stands next to Butch.
      They watch for the Ford for a second, see that it's losing
      momentum and smile at each other.
                                                      (CONTINUED)

                                                                  82.
128   CONTINUED:   (3)                                                  128
                                  BOB
                Bob Fielder.
                                  BUTCH
                Edgar Poe.
      PHILLIP
      breathes a sigh of relief as the Ford loses momentum and comes
      to a stop. But then, of course, ...
      FORD
      like any car on a roller coaster, starts to move downhill,
      slowly at first, but then picking up speed.

      BOB AND BUTCH
                                 BOB
                Had me scared silly.      I've only had her
                two months.
                                 BUTCH
                She's a beaut, all right. Say,      Bob, what
                with my brake problem and all,     I sure would
                appreciate a lift. Me'n my boy      live about
                five miles up the road here. I      can pick
                up the car tomorrow.
      They notice the Ford coming back down the hill and squint to
      see...
      FORD
      coming straight for them, gaining speed, with Casper the
      friendly ghost behind the wheel.

      BUTCH AND BOB
      chuck the small.    Bob looks for a place to hide.
      CLOSEUP - PHILLIP
      Screaming at the top of his lungs.
      CLOSEUP - BUTCH
      Staring straight ahead at Phillip.
      Butch doesn't even flinch, standing his ground in the middle
      of the road, staring straight into Phillip's oncoming face.
                                 BUTCH
                The brake, Phillip! Step on the brake!
                Hard!
                                                   (CONTINUED)

                                                               83.
128   CONTINUED:   (4)                                               128
      PHILLIP
      totally freaked, jumps down on the floorboard and pushes with
      both hands on the brake. SQUEALING TIRES bring...
      FORD
      to a SKIDDING halt inches from Butch's kneecaps.
      CLOSEUP - BUTCH
      smiles at Phillip.
                                  BUTCH
                 Helluva job, Phillip! Never had a doubt.

      CLOSEUP - PHILLIP
      Smiling back.
      BOB
      crawls down from the luggage rack on top of his wagon and
      smiles a sigh of relief.
129   EXT. ROADBLOCK - DAY                                           129
      Two Highway Patrol officers check licenses and peek into cars
      at the checkpoint. In the b.g. we see the red station wagon
      in line.
130   INT. STATION WAGON - DAY                                       130
      It's   full to the brim with the Family Bob plus two, Butch
      and   Phillip, who ride in the back with Bob's son. As the
      car   approaches the roadblock Butch grabs a blanket, reclines,
      and   hides behind a stuffed animal.
                                  BOB
                 Sorry for the inconvenience, Edgar. The
                 kids like the back down like that so they
                 can play.
                                  BUTCH
                 No trouble at all, Bob.
131   EXT. ROADBLOCK - DAY                                           131
      Bob brings his precious car to a gingerly stop.    He pulls out
      his license, shows it.
                                  BOB
                 Why the roadblock, Officer?
                                  OFFICER
                 Escaped convict, sir. Just a precaution.

                                                                 84.
132   EXT. AIRSTREAM - DAY                                             132
      Bradley examines the gooseneck hitch. Bobby Lee sits on a
      nearby rock, still whittling at his stick. It's starting to
      resemble something.
133   INT. AIRSTREAM - DAY                                             133
      As in the old Westerns, it's quiet, too quiet. The      inside of
      the RV is pretty much trashed now -- the product of     men
      working in close contact. Sally stares at a file.       The
      silence is broken as Red spits tobacco juice into an     empty
      Coke bottle.
      Sally peruses a file.
      INSERT - FILE

      It's Butch's again. She's reading an addendum page with
      JUVENILE COURT RECORD stamped at the top. A photo of 14-year-
      old Butch is stapled in the corner.
      BACK TO SCENE
      Sally finds something very interesting.    She looks up at Red.
      He returns her stare.
                                RED
               What?
134   EXT. AIRSTREAM - DAY                                             134
      Bobby Lee finishes his whittling, blows away shavings,
      smiles at his creation, sets it on the rock, gets up and
      walks away.
      CLOSEUP - HIS CREATION

      A four inch long wooden replica of a high caliber shell.
135   INT. AIRSTREAM - DAY                                             135
      Adler is getting something on the shortwave.
                                ADLER
                       (to Red)
               They've got two Highway Patrol cars they
               can give to us now.
                                RED
               Tell 'em stand by. We got the     best seat
               in the house right here. Have     the
               southern roadblocks call in the    dogs and
               move north. Check every road,     every farm
               from San Angelo to Sweetwater.
                                                      (CONTINUED)

                                                                 85.
135   CONTINUED:                                                       135
      Adler surveys the map and sticks in a few more thumbtacks.
                                ADLER
               He knows he's hemmed in. I predict we'll
               have him singing a different tune by
               nightfall.
136   EXT. HIGHWAY - DAY                                               136
      The red station wagon creeps along the highway to the
      whistled strains of "Old MacDonald had a Farm."
137   INT. STATION WAGON - DAY                                         137
      Butch, truly "singing a different tune," whistles "Old
      MacDonald." Bob joins in and soon the whole damn Family Bob
      is whistling the tune.
      Bob's daughter PATSY, 5, red hair, freckles, starts jumping
      up and down on the back seat, singing and spilling her drink.
                                   BOB'S SON
               You're spilling!     You're spilling!
      Bob and his Wife immediately turn around.
                                  WIFE
               Patsy!    Look at what you're doing?!
                                   BOB
               Ahhh noooo!
      Bob's wife grabs Patsy by the arm and shakes her. Butch con-
      tinues to whistle softly, almost eerily, but he's watching
      closely.
                                BOB'S WIFE
               Look at what you did! It's all over
               the seat of your father's new car!
      The little girl    starts to cry while Bob grabs at tissues
      feverishly and    hands them to his Wife who, leaning over the
      seat is wiping    hard at the stain. She grabs her daughter's
      arm and shakes    her, staring into her face.
      Butch, directly behind the little girl, watches closely.
                                BOB'S WIFE
               What is wrong with you?! I told you twice
               not to jump up and down! Didn't I!!
      Patsy bawls harder than ever. Bob's Wife finishes wiping and
      reseats herself in the front seat.
                                                       (CONTINUED)

                                                              86.
137   CONTINUED:                                                     137
                                BOB'S WIFE
                       (to herself)
               Damn that kid!
      The little girl is crying harder than ever now. Bob reaches
      back over the seat and tries to touch his daughter.
                                BOB
               It's okay, sweetie. Daddy's not mad.
                                BOB'S WIFE
               So much for the new car smell.
      The little girl muffles her tears.

      Butch smiles sincerely then looks to the passing landscape.
                                BUTCH
               This will do fine right here, Bob.   But I
               do have one more favor to ask.
138   EXT. ROAD - DAY (FIVE MINUTES LATER)                           138
      The entire Family Bob is standing along the roadside, their
      luggage and belongings by their side. The looks on their
      faces say it all -- Stranded.
      Butch hands over the stuffed animal to Patsy, pats Bob Jr. on
      the head and sticks out his hand to Bob.
                                BUTCH
               Just a loaner, Bob. Not to worry.    You'll
               get her back.
      Bob reluctantly shakes Butch's hand in an attempt to impress
      upon Butch his most important concern of all...

                                BOB
               Please, it's new. Hold it under 45... at
               least for the next 500 miles.
                                BUTCH
               You know I will, Bob.
      Butch gives a snappy salute and is off to the wagon.
139   INT. STATION WAGON - DAY                                       139
      Butch STARTS the CAR and he and Phillip slowly pull away.
                                 BUTCH
               Wave, Phillip.
      Phillip does so.   Bob's kids wave back.   Phillip starts to
      giggle.
                                                    (CONTINUED)

                                                               87.
139   CONTINUED:                                                     139
                                  PHILLIP
               They look funny.
                                BUTCH
               Maybe, but Bob did the right thing. What
               if he'd put up a fight? I mighta' had to
               shoot him, and where would that family be
               then? Naw, Bob's a fine family man and
               that's about the best thing a fella' can
               hope to be.
      Butch floors the wagon and the CAR SCREECHES rubber on the
      highway.
      BOB

      cringes as he watches his pride and joy rocket toward the
      horizon.
140   EXT. ROADBLOCK - DAY (LATER)                                   140
      The Highway Patrol continues to monitor cars one by one. One
      of the Officers sees something and nudges his partner to look
      at...
      FAMILY BOB
      cresting the hill carrying their hats in their hands along
      with their luggage and coolers.
141   INT. AIRSTREAM - DAY                                           141
      Adler drops his headphones and turns to Red.
                                  ADLER
               He got through!    At Aspermont.

                                  BRADLEY
               What?
                                ADLER
               Coerced a motorist.
      Red sighs.
                                RED
               Well goddam, shout at Amarillo. Tell 'em
               we got a notion he's headed their way.
      Adler gets right to it.
                                                     (CONTINUED)

                                                                 88.
141   CONTINUED:                                                       141
                                RED
                       (almost to himself)
               Truth is I wish he'd cross the border so
               we could turn this over to the feds.
      Nobody in the room expected to hear this.
                                RED
               I got work to do back home.
      Red rises and stretches, walks to the open door and stares out
      at the late afternoon light.
                                 RED
               I'm hungry.   This thing got any food?

                                   SUTTLE
               Well, uh...
      Adler jumps up and goes to the frig.
                                ADLER
               Got T-bones in the frig, Red!
                                SUTTLE
               Uh, uh, those were stocked for the Governor.
               I don't think that he would approve of...
      Adler finds a plastic bag in the freezer and inspects it.
                                   ADLER
               -- And look, Red!     Tater Tots!   Those
               kind you like!
      Red turns and looks.

                                   RED
               That so?
142   INT. STATION WAGON - DAY                                         142
      Butch fiddles with the RADIO. He settles on a Spanish
      station playing a BALLAD and ADJUSTS the VOLUME.
                                BUTCH
               Can't find a Coonass Waltz to save my ass.
                       (beat)
               Hey, Phillip, that stuff you told me 'bout
               not trick r' treatin' causa' Jehovah... Was
               you pullin' my leg?
                                   PHILLIP
               Nawsir.
                                                       (CONTINUED)

                                                               89.
142   CONTINUED:                                                     142
                                BUTCH
               What else ain't you suppose' to do?
                                PHILLIP
               We don't get Christmas.
                                   BUTCH
               Yer' shittin' me?
                                 PHILLIP
               Nawsir.   No birthdays, nor parties, neither.
                                BUTCH
               You ain't never been to a carnival neither,
               have ya'?

                                   PHILLIP
               Nawsir.
                                   BUTCH
               Not even one?
                                   PHILLIP
               Not even one.
                                   BUTCH
               Cotton candy?
                                   PHILLIP
               Seen that once.     It's red.
                                   BUTCH
               Pink.
                                PHILLIP
               Never ate none though.

                                   BUTCH
               Roller coasters?
                                   BUTCH
               Seen pictures.
                                BUTCH
               You know, Phillip, you have a goddammed
               red, white and blue American right to eat
               cotton candy and ride roller coasters.
                                   PHILLIP
               I do?

                                                               90.
143   EXT. STATION WAGON - EXTREME CLOSEUP - PHILLIP'S OPEN          143
      MOUTH - DAY
      screaming.   PULL BACK to reveal...
      CLOSEUP - PHILLIP
      still screaming in glee, the wind blowing his crew-cut
      straight up into the air.
      PULL BACK FARTHER to reveal that Phillip is firmly tied to
      the luggage rack of the station wagon, which is rocketing
      across the winding plains of West Texas.
      BOOM DOWN to reveal Butch, having almost as much fun as
      Phillip, hooping and hollering as he steps on the gas and
      weaves to and fro trying his damndest to hit every bump.

144   EXT. PLAINS OF WEST TEXAS - LONG SHOT - DUSK                   144
      A Nehi Orange sun pours itself into the Grape-Ade Davis
      Mountains. PAN ALONG the horizon PAST nothing but open spaces
      ... Then a red neon sign, small and broken down, like the spit
      grill diner it advertises.
      The stolen station wagon sits alone beside the pressed dirt
      parking lot of Dottie's Cafe.
145   INT. DOTTIE'S CAFE - DUSK                                      145
      A skinny, small town WAITRESS checks her face in a bathroom
      mirror. She applies too much lipstick and pinches her cheeks
      before exiting. We FOLLOW as she exits the kitchen bathroom
      door, grabs two already prepared hamburger platter specials
      from beside the grill and moves through a swinging door into
      the diner. A counter, three booths, grease everywhere...
      She sets the two plates in front of Butch and Phillip at a
      booth.
      Butch digs in but Phillip holds for a beat. Butch notices
      and stops chewing while Phillip says "grace".
                                PHILLIP
                       (quiet as a mouse)
               Thankyew, Father, for yer' 'boundiful'
               nature and goodness.
      Butch and the Waitress/cook share a smile.
                                BUTCH
               Amen.  Now dig in, Buzz.
                       (to Waitress)
               Call him that caus' he eats like a buzzard.
               If it's dead he'll swoop and chow.
                                                     (CONTINUED)

                                                               91.
145   CONTINUED:                                                     145
      She leans down to the table and flirts with her overdone eyes.
                                   BUTCH
               You Dottie?
                                WAITRESS
               Eileen. Dottie died. Her son runs the
               place but... he ain't never here.
                                   BUTCH
               Never?
                                EILEEN (WAITRESS)
               He leaves at four. Not much traffic
               after lunch.

      She brazenly stares a hole through Butch as she lifts a slice
      of pickle off his plate, places it in her mouth and slowly
      chews.
      Phillip, mouth full, takes note of the confusing spectacle.
      Eileen turns to walk away.
                                EILEEN
               If you need me, I'll be right over here.
      She slowly sashays away to behind the counter.
      Butch watches her every step. Phillip chews and watches
      Butch's eyes. Butch turns his head and catches Phillip
      watching him.
                                BUTCH
               Eat yer' food.
146   EXT. FIELD - AIRSTREAM - DUSK                                  146

      A SIRLOIN STEAK hits a grill beside a Tater Tot shiskabob and
      SIZZLES to beat the band.
      A homemade barbecue pit, built from nearby abundant rocks,
      sits square in the middle of the highway with red flares set
      up just in case a car did come by.
      Red smiles and shakes a liberal dose of Lea and Perrins onto
      the flesh. He's obviously a veteran of many back yard B-BQs
      and this is definitely one.
      We see Sally THROUGH the window. She's inside, still going
      over her files. She gets up and walks into the back room to
      look for something.
                                                     (CONTINUED)

                                                                92.
146   CONTINUED:                                                      146
      BOBBY LEE
      sitting outside, rises and slides into the Airstream while
      BACK TO SCENE
      Red continues to cook with Adler and Bradley looking on.
147   INT. AIRSTREAM - BACKROOM - DUSK                                147
      Sally turns on a nightlight and looks at herself in the
      mirror. She splashes a little water on her face and is
      startled when ...
      Bobby Lee slides in behind her.

                                BOBBY LEE
               Think yer' pretty smart now don'tcha'?
      She doesn't back down, instead looking him straight in the
      eye.
                                SALLY
               Excuse me?
                                BOBBY LEE
               Well yer' not smart but you are pretty.
      Sally stares right at Bobby Lee then moves for the door.    He
      shifts his position and blocks her.
                                SALLY
               Excuse me.
      Bobby Lee smiles a crooked-tooth grin, refusing to move.
                                BOBBY LEE
               Work and pleasure should naturally go
               together don't you think? Take me, I
               enjoy my work.
                                SALLY
               I could give a shit.
                                BOBBY LEE
               You got a mouth, don't ya?
                                RED (O.S.)
               How you take your steak, Sally?
      Bobby Lee and Sally both look up to see Red standing in the
      doorway.
                                                   (CONTINUED)

                                                             93.
147   CONTINUED:                                                   147
                                SALLY
                       (relieved)
               Uh.. rare.
                                RED
               A woman after my own heart.
      She takes this opportunity to slide between Red and Bobby Lee
      on her way into the main room. As she goes...
                                RED
               I'll just wipe its ass, herd it through and
               you can cut off a hunk. How'd that be?
                                SALLY
               Maybe medium-rare.
      Bobby Lee and Red are left standing face to face.
                                RED
               I don't give a damn who you work for.
               You're here for one reason and one
               reason only.
                                BOBBY LEE
               Anything else, Chief?
                                 RED
               Yeah.   Yer' in my office.
      The hot line PHONE RINGS...
      Bobby Lee flinches first and moves back into the main room.
      Red follows.
                                ADLER
               That's the Governor's line, Red!
      Red calmly walks past Sally who smiles a "thanks". He gives
      her a one finger to the hat salute, walks to the phone,
      reaches down and yanks out the cord. The RINGING STOPS.
                                RED
               Nuthin' as impolite as callin' at the
               dinner hour.
148   INT. DOTTIE'S    CAFE - NIGHT                                148
      Phillip, at the booth, plays with the parsley on his empty
      plate, which sits across from Butch's barely touched one. The
      boy looks over his shoulder and sneaks a peek at Butch, who
      sits at a barstool watching Eileen work behind the counter.
                                                   (CONTINUED)

                                                              94.
148   CONTINUED:                                                    148
      AT COUNTER
      Butch leans over and whispers something sexy into Eileen's
      ear. She giggles and licks her lips.
      Butch feels eyes on his back and looks at Phillip, who
      immediately turns away from them. When Butch returns his
      attention to Eileen she's moved a few feet away and is
      refilling ketchup bottles.
                                BUTCH
               Buzz, go ahead and chew on mine if you want.
                                PHILLIP
               No thankyew.

      Eileen slides back down toward Butch. She makes refilling
      condiment bottles the sexiest pasttime since the hula hoop.
                                EILEEN
               Very polite.
                                BUTCH
               I try hard but, ya' know, since his mama
               died...
                                PHILLIP
               -- My mama's not dead!
      Butch, a tad annoyed, turns to Phillip and gives him a look.
      Once again, when he turns back, Eileen has moved.
      She's flirting with Butch, moving, bending, wiping her hands
      on her hips. His eyes are focused on her every squirm.
                                BUTCH
                       (over his shoulder)
               Okay now, Buzz, you go on out in the parking
               lot and chunk some rocks or something.
      BACK TO SCENE
      Phillip reluctantly slides down off the stool and slowly walks
      out the door. His eyes stay on Butch and Eileen, barely
      concealing confusion mixed with a hint of jealousy.
                                EILEEN
               So is she dead or not?
                                BUTCH
                       (covering badly)
               Well his biological mother is alive. Gave
               him up for adoption to me and my wife. My
               dead wife, that is. She is, was Phil, er
               Buzz's stepmother, so she's his mom, was his
               mom, stepmom, but... she's dead.
                                                   (CONTINUED)

                                                                95.
148   CONTINUED:   (2)                                                148
                                   EILEEN
               I'm so sorry.
      But she's not.     In fact it seems to have turned her on even
      more.
      She puts her hand behind Butch's neck and slowly pulls him
      close for gentle kiss.
149   EXT. PARKING LOT - NIGHT                                        149
      Phillip tosses a rock then turns to the diner. They're gone.
      Phillip drops his handful of rocks and walks to the front
      window of the diner.

      PHILLIP'S POV - DINER
      It is empty. He sees that the kitchen swinging door is still
      swinging on its hinges.
150   INT. DINER - ADJUNCT OFFICE - NIGHT                             150
      A one room addition office built onto    the kitchen. It has a
      desk against one wall, a few chairs, a    fan -- pretty sparse.
      Two large windows throw light from the    outside neon sign onto
      the room. A large lamp provides harsh     light.
      Eileen leads Butch by the hand into the room, closing the door
      behind them. At once they are all over each other. Butch
      lifts her up onto the desk and starts to kiss her face and
      neck. Then, in an instant, he flips her over, pulls the
      ribbon from her hair and unzips the back of her waitress
      outfit to the waist. He kisses her neck, her back and
      suddenly, passionately, he flips up her skirt and begins
      kissing her voluptuous backside.

151A EXT. DINER - NIGHT                                               151A
      Phillip, a bit scared, moves around the side of the front of
      the diner and sees something.
151B PHILLIP'S POV - THROUGH WINDOW                                   151B
      In profile Butch continues to kiss Eileen's buttocks.     She
      moans in ecstasy.
151C BACK TO SCENE                                                    151C
      Phillip, like a pacifist at a prizefight, doesn't want to
      watch but can't not watch. He moves down the wall to a
      window positioned right at the desk. When he stops he's right
      in front of the window, separated from Butch and Eileen by
      only a foot of air and a thin plate of glass.

                                                              96.
151D PHILLIP'S POV - BUTCH AND EILEEN                               151D
      Kissing, writhing, but FROM this ANGLE  all he can really see
      is a mane of hair swinging to and fro.   Butch is out of sight
      but it's obvious that his lips continue  to caress Eileen's
      backside. She cranes her neck, arching   it like a swan,
      moaning like a wildebeast and then...
      She stops and stares STRAIGHT AHEAD. Butch continues to kiss
      but only for a beat, sensing the locomotive he's on has
      stopped at an unscheduled station. He slides his face from
      around her rear, a la Kilroy, and he stares, too. Except for
      their continuing heavy breathing they could be modern art
      statues staring STRAIGHT AHEAD AT...
152A INT. OFFICE - REVERSE - NIGHT                                  152A

      Phillip's nose is pressed to the glass.   In fact if he pressed
      any harder there wouldn't be any glass.
152B BUTCH AND EILEEN                                         152B
      hold their pose for a second until...
152C PHILLIP                                                        152C
      comes back to real time and bolts away into the darkness of
      the parking lot.
                                 EILEEN
                Nosy little feller'.
152D BUTCH                                                          152D
      races to the side window and watches as Phillip runs into the
      parking lot.
                                BUTCH
               Phillip!...

                                 EILEEN
                        (a last try)
                I keep a cot in the back.
      But Butch, still at the window, just keeps breathing.
153   EXT. DOTTIE'S CAFE - ANGLE ON SKY - NIGHT (SECONDS            153
      LATER)
      Nothing but stars swimming in black West Texas crude.
      PHILLIP
      stands right next to the SPUTTERING NEON SIGN, staring
      straight up, the neon light splashing his face in a grotesque
      pink light.
                                                    (CONTINUED)

                                                             97.
153   CONTINUED:                                                   153
      BACK TO SCENE
      In the b.g., over his shoulder, the cafe door opens, CLANGING
      a string of BELLS as Butch hastily exits and walks past
      Phillip.
                                   BUTCH
               Get in the car.
154   INT. STATION WAGON - NIGHT                             154
      Silence. Butch drives away libidinous desires, Phillip sits
      quietly, staring straight ahead, now and again stealing a peek
      at Butch.
                                PHILLIP
                You mad at me?
                                   BUTCH
                       (curt)
               No.
      More silence.
                                PHILLIP
               You kissed her, huh?
                                BUTCH
                       (much regret)
               Jus' barely.
                                   PHILLIP
               Why?
                                BUTCH
               Caus' it feels good. Ain't you ever seen
               your mama kiss a man?

                                   PHILLIP
               No.
                       (beat)
               You kissed her backside, huh?
                                BUTCH
               It's, well, uh, it's kinda' hard to
               explain. I know how it musta' looked.
                       (beat)
               Hell, I don't know how it looked....
      As Butch's voice trails off silence overtakes the car. After
      a few seconds Butch seems happy not to have to answer any
      more questions. Phillip fidgits with the door handle.
      Several more seconds pass, then...
                                                   (CONTINUED)

                                                                98.
154   CONTINUED:                                                      154
                                   PHILLIP
               Do you love her?
                                   BUTCH
               Who?
                                PHILLIP
               The lady that cooked the hamburgers?
      Butch ponders this, then a grin slides across his face.
                                BUTCH
               Yeah, Phillip, I love her.
                       (beat)
               Kissed her butt didn't I?

      And they both start to laugh.
155   EXT. COUNTRY ROAD - NIGHT (LATER)                               155
      The station wagon pulls off the main dirt road and onto a
      smaller, private road. After 150 yards or so, it leaves the
      graded dirt and, shocks bouncing, crosses into a plowed field
      and comes to a dusty stop.
                                   BUTCH (V.O.)
               You wanna' drive?
                                   PHILLIP (V.O.)
               Yeah!
                                BUTCH (V.O.)
               Jus' kiddin', Buzz. I'm just gonna' stop
               here for awhile and catch 40.
156   INT. WAGON - NIGHT                                              156

      Butch KILLS the ENGINE but keeps the RADIO MUSIC on low.
                                BUTCH
               Things go our way we'll be in Alaska in
               four or five days. Get the jump on winter.
      Phillip looks a little sad.
                                   BUTCH
               What's wrong?
                                   PHILLIP
               I wanna' go home.
                                BUTCH
               If you wanted to go home so bad, why
               didn't you stay at that store today?
                                                      (CONTINUED)

                                                               99.
156   CONTINUED:                                                     156
                                  PHILLIP
               Caus'.
                                  BUTCH
               Caus' why?
                                PHILLIP
               'Caus' I stole. They'd put me in jail.
               Prolly' go to hell.
      Butch chuckles at the notion.
                                  BUTCH
               Same difference.    We'll get you home soon.
               I swear, okay?

                                  PHILLIP
               Butch?
                                  BUTCH
               Yeah, Phillip?
                                  PHILLIP
               I can drive.
                                BUTCH
               Done proved that ain'tcha'? There's lots
               and lots of stuff you can do, Phillip.
                       (gets an idea)
               Reach in that glovebox there. See if
               Bob's got a notepad or something.
      Phillip extracts a small ringed memo pad.
                                BUTCH
               Good old Bob. Can you write?

                                  PHILLIP
               I can print.
                                BUTCH
               Good enough. Now I want you to make a
               list of everything you ever wanted to do
               but wasn't allowed to. Okay?
                                  PHILLIP
               Like what?
                                BUTCH
               Like... cotton candy.
                                  PHILLIP
               Cotton candy?
                                                     (CONTINUED)

                                                                100.
156   CONTINUED:   (2)                                                156
                                BUTCH
               Hell I don't know. It's yer' list.
      Butch settles in for a catnap.      Just as his eyes close...
                                  PHILLIP
               Butch?...
                                  BUTCH
               Yeah?...
157   EXT. FIELD - NIGHT                                              157
      Only the dome light and the LOW MUSIC bring attention to
      the car sitting lonely in the middle of the massive field.

                                PHILLIP (V.O.)
               How ya' spell 'rocketship?'

158   INT. AIRSTREAM - NIGHT                                          158
      The aftermath of a full scale Texas Bar-B-Q: plates full of
      gristle and bone, cigarettes burning in ashtrays and swirl-
      ing in half-drunk bottles of Coke and mugs of coffee, men
      groaning and picking their teeth with toothpicks.
      Bradley, Adler and Suttle are dead-ass asleep and snoring.
      Bobby Lee, too mean to sleep, sits by himself cleaning his
      fingernails with a pocket knife.

159   EXT. FIELD - NIGHT                                              159
      Red leans against the Airstream and sips coffee from his
      thermos. Sally walks up, sipping from a mug, and leans
      against the bumper. Red doesn't even turn.
                                RED
               Figger to give 'em another hour of
               shuteye, then grab the patrol cars and
               head for the Panhandle.
                                SALLY
               Bring back any memories?
                                  RED
               Too many.
      Red turns to her.    They both know he's divulged something.
                                RED
               They got a file on me, too?
                                                      (CONTINUED)

                                                              101.
159   CONTINUED:                                                   159
                                SALLY
               It's the 60's, Red. They've got a file
               on everybody.
                                RED
               Just caus' it's written down don't make
               it true.
                                SALLY
               You worked as County Sheriff in Amarillo
               and Austin before you became a Ranger.
               Right so far?
                       (beat)
               Oh, and it says your name's Cecil.

                                RED
               Yeah, well, that's definitely the worst
               of it.
      Red uncorks his thermos and refills Sally's mug.    She takes
      a sip and almost chokes on it.
                                SALLY
               Strong... but good. So Cecil...
      Red gives her a strong look.
                               SALLY
               Red. What do you do when you're not at
               work.
                                RED
               The file don't tell ya' that, too?
                                SALLY
               Nope.

                                RED
               I got a ranch I never visit, nieces I
               hardly know, a tackle box full of dry lures
               and a dog that figures he's the owner and
               I'm the pet.  Could have a point, he's
               there more.
                                SALLY
               A confirmed bachelor. Any regrets?
                                RED
               Liked to have wet those lures. Maybe a
               new dog.
                        (beat)
               How'd you get into... whatever the hell
               it is you do?
                                                    (CONTINUED)

                                                               102.
159   CONTINUED:   (2)                                             159
                                SALLY
               My father's defense lawyer.
                                RED
               That explains your mouth.
      Sally smiles.
                                SALLY
               Instead of Home Ec, I studied Criminology.
               When I graduated, my father, with the
               Governor's help, they, he and my dad...
               I created a position for myself with the
               prison system.

                                RED
               What's yer' husband think about all
               this?
                                   SALLY
               Don't own one.
                                RED
               Yer' not careful you'll wind up jus' like
               me. Old, tired, with nobody around to
               love ya'.
                                   SALLY
               Maybe.
                                RED
               It's crazy ain't it?
                                   SALLY
               What's that?

                                RED
               Goin' without sleep chasin' after a
               three time loser and Casper the Friendly
               Ghost?
                                  SALLY
               Sleep?    That's what retirement's for.
                                   RED
               Bite your tongue.
                                 SALLY
               You wanna' know what's really crazy?
               Hayne's juvenile court record lists you
               as Amicus Curiae.
      Silence save the CRICKETS.
                                                     (CONTINUED)

                                                             103.
159   CONTINUED:   (3)                                           159
                                SALLY
               Friend of the court. Evidence given by a
               non-party with the intention of swaying
               the judge one way or the other. They're
               usually in written form, but there's no
               copy attached.
      Red doesn't flinch.
                                SALLY
               Okay, then at least tell me why Haynes
               got four years for a joyride? What about
               probation? The boy had a home, a father.
                                RED
               What's your file say about him?
                                SALLY
               That he was a petty thief who did a little
               time, got out and stayed pretty clean.
                                RED
               There are murderers I'd trust with my
               mother and petty thieves I wouldn't
               turn my back on. Your precious files
               are wrong.
                                SALLY
               I'm listening.
                                RED
               Hayne's old man was a career criminal
               with a soft spot for whores. One way or
               the other he beat the hell outta' every
               person he ever crossed, screwed or
               fathered. Judge sends junior home with
               the old man and you can bet your last
               dollar that within a year he'll have a
               rap sheet as long as yer arm.
                       (beat)
               I know kids who did Gatesville, made it
               through, shaped up. Hell, one's even a
               priest.
      Sally realizes she's opened an old wound.
                                SALLY
               Still, I don't understand from the file
               why...
                                RED
               -- This job ain't about files and books
               and second guessin'. Ya get one shot
               and ya call 'em like you see 'em.
                                                   (CONTINUED)

                                                                 104.
159   CONTINUED:   (4)                                               159
                                 SALLY
                I'm a bit confused...
      Red tosses out the rest of his coffee.
                                 RED
                In Texas the bottom line is who ya' know
                and what they owe ya. That's how I do
                my job and how you got yours.
      He turns to walk inside.
                                 SALLY
                        (a bit ticked)
                What are you trying to say?

      Red stops, faces Sally.
                                 RED
                I bought the judge a T-bone and told
                him to send the boy up. Told him it
                was the right thing to do. He went
                along right down the line.
      Red disappears. Sally just stares after him, her face
      once again soft.
160   INT. STATION WAGON - CLOSEUP - MEMO PAD - NIGHT                160
      resting on Phillip's lap.
      BACK TO SCENE
      His fingers release it as he drifts to sleep.
      CLOSEUP - PHILLIP

      asleep, the way a child sleeps.    Soundly.
      CLOSEUP - BUTCH
      also asleep, but only his body -- his mind works over-
      time...
                                                   DISSOLVE TO:
161   SERIES OF SHOTS - BUTCH'S DREAM                                161
      (NOTE: the entire dream is a series of snapshots to a
      strong Coonass beat)
      A)   A baby snapshot of Butch.
                                                       (CONTINUED)

                                                                 105.
161   CONTINUED:                                                     161
      B)   A Haynes family photo -- a grizzled father standing
           behind a mother seated holding a baby. They stand
           in front of a small, white framed house.
      C)   Extreme closeup -- The baby in the snapshot - Butch.
      D)   Snapshot of a young Butch, age 6, with his father and
           another adult male, who are both holding deer rifles
           with one hand and with the other the antlers and head
           of a dead deer.
      E)   Extreme closeup -- Butch's father from the same photo.
      F)   Snapshot of Butch, 8, with his mother but no father.

      G)   An establishing snapshot of a nightclub in New Orleans.
           The gaudy sign above the joint reads: CLUB - DANCE HALL.
      H)   A snapshot of Butch's mother dressed in a somewhat
           sleazy Latino outfit. She's surrounded by 3 or 4
           lounge lizard types, whose hands are all placed on
           parts of her body. She has a drunken sneer on her face.
      I)   Snapshot of Butch, 8, being taught to dance in the club
           by his mother. He looks awkwardly into the camera.
      J)   Snapshot of Butch, 8, sitting on the bar of the club,
           surrounded by a motley group of sleazy "dime dancers".
      K)   Another snapshot of Butch being taught to dance by his
           drunken mother.
      (NOTE: A heavy MACHINE GROWL should START LOW and INCREASE
      IN VOLUME through the remainder of these fast-paced series
      of cuts.)

      L)   Snapshot of Mom dancing very closely, too closely, to
           a handsy patron of the club.
      M)   Snapshot of Mom kissing the same man.   We see a tattoo
           on his arm.
      N)   Extreme closeup -- the tattoo. It is of a naked
           girl. The words "hell-bent" in cursive frame the
           tattoo.
      O)   Snapshot of Mom sitting on the tattooed man's lap at
           the bar. His hand is resting on the inner portion of
           her thigh.
      P)   Snapshot of Butch at the bar with the club bartender.
      Q)   Same as (K) -- Butch being taught to dance.
                                                     (CONTINUED)

                                                                   106.
161   CONTINUED:    (2)                                                 161
      R)    Extreme closeup -- Butch in same photo.
      S)    Same as (J) -- Butch in bar with dime dancers.
      T)    Extreme closeup -- Butch in same photo.
      U)    Same as (O).   Mom with tattooed man.
      V)    Extreme closeup -- tattooed man from same photo.
      W)    Snapshot of crime scene in the bar. A man lies      on the
            floor in a pool of blood. Onlookers, including      some of
            the dime dancers and Butch's mom, express their     shock
            at the incident while police photographers and     newsmen
            look on.

      X)    Extreme closeups    -- Some of the onlookers faces.
      Y)    Extreme closeup    -- Butch's mom's face. As  opposed to
            the others, her    face is rather displaced.  You'd think
            she'd witnessed    a fender bender instead of a murder.
      Z)    Extreme closeup -- The face of the victim.      It's
            the tattooed man.
      AA)   Extreme closeup -- The tattoo.
      The ROAR of the MACHINE GROWL is now DEAFENING as the image
          of the tattoo...
                                                        FADES INTO:
162   BRILLIANT WHITE LIGHT                                             162
      that FILLS the FRAME.
      INT./EXT. STATION WAGON - NIGHT (PRESENT)

      Except it's brighter than the brightest day as a high power
      light shines directly at...
      EXTREME CLOSEUP - BUTCH
      who exits his dream and enters reality with a throttled
      shock. He squints and tries to discern the source of the
      light while groping for his gun under the seat.
      BUTCH'S POV - WHITE LIGHT
      It's bright as hell but getting clearer, less fuzzy.
      We can now see it's the headlights of a huge COMBINE which
      sits, ENGINE RUNNING, directly in front of the station
      wagon.
                                                        (CONTINUED)

                                                                 107.
162   CONTINUED:                                                     162
      A BLACK MAN - 50 or so, KILLS the ENGINE (but leaves the
      lights on) steps down from the combine cab and starts
      toward the station wagon.
      BACK TO SCENE
      Phillip, now wide awake and scared.   He notices that...
      Butch is fingering the gun, resting it in his hands and
      under his right leg.
      The Black Man, whose name is Mack, crosses the front of the
      wagon and walks to the driver's side window.
                                 MACK (BLACK MAN)
                Didn't mean to scare ya'. I work at
                night. It's cooler. Ya'lls car break
                down?
                                 BUTCH
                Me n' the boy was just catchin' some
                shut-eye in yer' field.
                                 MACK
                Oh, it ain't mine. I just works it for
                Mr. Andrews. Where ya'll from?
                                 BUTCH
                Drove from Texarkana yesterday.
                                 MACK
                Quite a haul.
                                 BUTCH
                Said a mouthful there.

                                 MACK
                Well, ain't no sense in ya'll
                sleepin' in the car. Not when I got a
                fold out couch sittin' empty.
                                 BUTCH
                Wouldn't want to put you out.     'Sides we
                need to get back on the road.
                                 MACK
                No trouble t'all. Wake you up first
                light, fill yer' belly and send you on
                yer' way.
163   EXT. RURAL ROAD - FIRST LIGHT - DAY                            163
      A Highway Patrol car, followed by a tow truck, breeze along
      the highway.
164   OMITTED                                                        164

                                                               108.
165   INT. HIGHWAY PATROL CAR - DAY                                  165
      Two officers, MONTGOMERY and HALL, scan the horizon.    They
      look like they've driven all night.
      Saunders wakes up in the back seat and leans forward.
                                SAUNDERS
               We didn't pass it did we?
      Saunders spots the RV on the horizon.
                                  MONTGOMERY
               There it is.
166   EXT. ROADSIDE - DAY                                            166

      The patrol car stops, as does the tow truck.
167   INT. PATROL CAR - DAY                                          167
      Hall and Montgomery view the beat to hell RV while Saunders,
      ready to cry, jumps out and runs into the field.
                                 MONTGOMERY
               Good Gawd Almighty. Governor ain't
               gonna' like this.
168   INT. AIRSTREAM - DAY                                           168
      Suttle is asleep among the rubble. He jumps to when
      Saunders bursts in. Saunders gasps when he sees the shape
      his prize vehicle is in.
                                  SAUNDERS
               Where are they?!
                                SUTTLE
               Uh, uh, they're gone.
                                  SAUNDERS
               How long?!
                                SUTTLE
               I don't know, uh, four, five hours.
      Saunders, dejected, starts to move some of the trash from
      the couch. He sits down and moans...
                                SAUNDERS
               Well, goddammit, did he say anything?
                                  SUTTLE
               Yeah.
                                                     (CONTINUED)

                                                                 109.
168   CONTINUED:                                                       168
                                   SAUNDERS
               What?!
                                SUTTLE
               Well, uh, Chief Garnett wanted me to tell
               you that the vehicle gets his seal of
               approval....
      Saunders' face begins to turn red.
                                SUTTLE
               And that he wants his chair back.
      If he was red before, now Saunders is crimson.   A ther-
      mometer dropped into boiling water.

169   EXT. AIRSTREAM - DAY                                             169
      We hear a SCREAM and then a second later, Red's desk chair
      comes flying out the door. It hits a rock and splits as it
      bounces.
170   EXT. HIGHWAY - DAY                                               170
      Two Highway Patrol cars rocket along, one behind the other.
171   INT. LEAD PATROL CAR - DAY                                 171
      OFFICER JONES, a lean, hard-nose of 25, drives. Adler in
      the front seat, Red and Sally in the back. Not a word is
      spoken. Serious business.
172   INT. SECOND PATROL CAR - DAY                                     172
      ANOTHER OFFICER drives this car. Kaiser rides shotgun
      working the radio. In the back seat sit Bobby Lee and
      Bradley.
173   INT. MACK'S HOUSE - DAY                                          173
      A COFFEEPOT RATTLES on the stove.
      Two black hands move the pot and rescue overfried eggs in
      a skillet on the stove.
      Two small black   feet dangle from a too-high bathroom
      toilet. As they    hit the ground we hear a FLUSH. We
      FOLLOW the feet   DOWN down a short hall and into the
      living room. As    they pass the bottom of a fold-out couch
      we...
      BOOM UP to reveal Butch and Phillip asleep. Butch's arm
      has found its way under Phillip's head and is acting as
      an early morning pillow.
                                                     (CONTINUED)

                                                               110.
173   CONTINUED:                                                   173
      A small head pops up on the side of the bed nearest
      Phillip. The six-year-old eyes of CLEVELAND peer close
      to Phillip and watch, only inches away, as Phillip sleeps.
      Phillip's eyes blink a bit and then they open...
                                  PHILLIP
                       (scared)
               Aaaayyyyy!
                                CLEVE
                       (more scared)
               Aaaayyyy!!!
      Butch jumps up like a rocket and is on the floor in an
      instant.
                                  BUTCH
               Aaaayyyyy!!!!
      Cleve races into the kitchen and the apron strings of his
      grandmother, Mack's wife, LOTTIE.
                                 LOTTIE
               He wake ya'll up?
                       (to Cleve)
               Now I told ya not to do that.
      BUTCH AND PHILLIP, breathing hard, can't help but laugh.
                                  BUTCH
               No harm, Ma'am.
                                LOTTIE
               I'm Lottie. Mack's wife.     This here's
               my grandbaby, Cleveland.

                                 CLEVE
               Name's Cleve.   I'm six.
                                 PHILLIP
               I'm eight.   Mine's Buzz.
174   INT. MACK'S KITCHEN - DAY                                    174
      Butch, Cleve and Phillip finish breakfast while Lottie
      pours coffee. Cleve and Phillip, hitting it off well, are
      engaged in fervent storytelling.
                                CLEVE
               We got us a creek down the way.
               Wanna go later?
                                                     (CONTINUED)

                                                                 111.
174   CONTINUED:                                                     174
                                  PHILLIP
               Sure thing.
      Mack enters after a hard night's work.
                                  BUTCH
               Mornin' to ya.
                                 MACK
               Mornin'.   Rest done ya'll some good.
                                  LOTTIE
               You wanna plate?
                                MACK
               Not jus' yet.
                       (to Cleve)
               Boy, go get my thermos from the truck.
      Cleve, still whispering and giggling with Phillip, isn't
      really listening.
                                MACK
               Don't ya hear good, boy?!
      Mack firmly cuffs the boy's ear and Cleve jumps up and out
      the door, one hand holding the side of his head. Butch and
      Phillip both look up at Mack.
                                MACK
               Boy don't got the sense Gawd gave a
               chicken.
175   INT. LEAD PATROL CAR - HIGHWAY - DAY                           175
                                JONES
               Want me to stay on Highway 70?
                                RED
               Let's head on over towards Amarillo.
               We'll cross him there or wave goodbye at
               the border.
176   INT. MACK'S HOUSE - LIVING ROOM - DAY                          176
      Phillip sits on   the couch and watches as Butch shows Cleve
      a trick. Cleve    bends over, puts his hands between his legs
      and Butch grabs   them and pulls -- a flip. Cleve is
      ecstatic at the   result. Phillip and Butch laugh along.
                                 CLEVE
               Agin'!   Do it agin'!
                                                       (CONTINUED)

                                                              112.
176   CONTINUED:                                                   176
                                LOTTIE
                       (to Butch)
               Where's the boy's mother?
                                BUTCH
               We left her at home this time.   Boy's
               night out kinda thing.
      Butch spots an old phonograph.
                                   BUTCH
               Say, lookie here.
      He gives it a spin with his finger and searches through a
      stack of 78s.

                                LOTTIE
               Mr. Andrews give 'em to us when he got
               hisself a newfangled one.
      Butch finds a particular favorite.
                                BUTCH
               Jeezus. Now this is music. You know
               how long it's been since I heard this.
                                LOTTIE
               That's an oldie all right. Mrs.
               Andrews' maiden name was Bougeois --
               half-Creole herself she is, but Mr.
               Andrews he don't like nobody to know.
               'Suppose that's why he give 'em to us.
177   INT. BATHROOM - DAY                                          177
      Mack drops his pants and sits on the throne. He reaches
      over and turns ON the RADIO resting on the wash basin. A
      FARM REPORT comes on just as...
178   INT. LIVING ROOM - DAY                                       178
      A NEEDLE DROPS on a 78, filling the room with the SCRATCHY
      sounds of a Coonass waltz.
      Butch's eyes come to life.
                                BUTCH
               You dance, Lottie?
                                   LOTTIE
               Lawd goodness no.
                                                    (CONTINUED)

                                                                   113.
178   CONTINUED:                                                       178
                                BUTCH
               Here, jus' follow me.
      He takes her in his arms and slowly but surely adjusts her
      movement to his. After a few rough turns they're not too
      bad.
      Phillip can't help but smile as he and Cleve watch and
      giggle.
      Butch and Lottie dance, swirling around the room.
                                LOTTIE
               Mr. Poe, you sure can move.

                                BUTCH
               Oughta be able to. Was raised in a dime
               a dance whorehouse.
                                  LOTTIE
               Yer' foolin' me?
                                BUTCH
               No, ma'am. My mama would dance their
               asses out of the fryin' pan and into the
               back room fire.
      Butch spots Phillip and Cleve, watching, giggling.
                                BUTCH
               Get on yer' feet, Buzz.     You'n Cleve
               shake a leg.
                                LOTTIE
                       (encouraging)
               Well go on!

      Cleve and Phillip reluctantly stand and stare at one
      another.
                                  BUTCH
               Dance, boys!
      The little boys do their best to emulate the adults and
      soon they're laughing and dancing, too.
      The RECORD STOPS. They all clap and laugh.         Butch hears
      something... The RADIO in the bathroom.
179   INT. BATHROOM - DAY                                              179
      Mack sits, cleaning his fingernails with a Barlow knife as
      the radio announcer begins a news flash.
                                                         (CONTINUED)

                                                                114.
179   CONTINUED:                                                    179
                                ANNOUNCER (V.O.)
               Update on the manhunt for the escaped
               convict. Haynes is armed and extremely
               dangerous. He is believed to have a
               hostage with him, an eight-year-old boy.
      A finger turns OFF the RADIO. We FOLLOW the finger UP an
      arm TO Butch's concerned face. He sits down on the edge of
      the tub across from Mack and takes the knife away from him.
                                BUTCH
               We'll be leavin' soon enough. I'll kill
               all of you if you try anything stupid.
      Mack swallows hard.

180   INT. LIVING ROOM - DAY                                        180
      Lottie quizzes Phillip...
                                LOTTIE
               What's Texarkana like? I ain't never
               been there.
                                PHILLIP
                       (through his teeth)
               Oh, it's real nice. I got a dog named...
               Phillip and a tree house and...
      Mack, nervous, enters the room followed by Butch.
                                 BUTCH
               Come on, Buzz.   Time for us to hit the
               road.
                                LOTTIE
               Whass' wrong, Mack? You look like you
               seen a ghost.
      Cleve runs up to Butch, turns around backwards and puts his
      hands between his legs.
                                  CLEVE
               Do me agin'!
                                 MACK
                        (scared for the boy)
               No!   Boy! Get over by yer' Mammaw!
      Lottie senses something is wrong.   Cleve, too young to
      smell trouble, persists...
                                CLEVE
               Come on, Mister, do me agin'!
                                                     (CONTINUED)

                                                               115.
180   CONTINUED:                                                      180
      Butch smiles and starts to oblige the boy, but Mack inter-
      venes and smacks Cleve hard, sending him sprawling to the
      floor bawling.
      Butch, instantly enraged, back-hands Mack, grabs him by the
      collar and tosses him onto the floor.
      Phillip -- frozen, sitting, watching as things go from bad
      to worse.
      Cleve -- confused, bawling, afraid.
      Butch pulls    the gun from his pants, bends down, picks up
      Mack by his    throat, presses the gun in his mouth and lifts
      him into a    chair beside Lottie. He bends close to Mack --
      their noses    are inches apart.
                                  BUTCH
               Why'd ya'   wanna' go and hit Cleve for?
               He didn't   move fast enough for ya', is
               that it?    Or maybe he gets excited
               sometimes   and don't hear everything ya'
               say? You    make me sick to my stomach.
      Butch spits in Mack's face, then rises and walks over to
      Phillip and hands him the revolver.
                                   BUTCH
               Point it at 'em.
                                   PHILLIP
               I don't wanna'...
                                   BUTCH
               Point it!

      Phillip does so, occasionally wiping a tear from his eye.
      Mack reaches down and holds Lottie's hand.
      Butch kneels down to a still-sobbing Cleve.
                                BUTCH
               Now, son, you wanna' flip?
      Cleve shakes his head "no" between sobs. Butch gently
      takes the boy and lifts him to a standing position.
                               BUTCH
               Go ahead. Put yer' hands between yer'
               legs. I won't hurt ya'.
      Cleve turns to Mack and then runs to him. Butch walks
      calmly over and pulls the crying child away from the old man
      and back to the center of the room.
                                                   (CONTINUED)

                                                                 116.
180   CONTINUED:    (2)                                               180
                                   BUTCH
                         (to Mack)
                 He don't trust ya' no more. You gotta'
                 earn that, ya' know?
                         (to Cleve)
                 Put yer' hands 'tween yer' legs, son.
      Cleve,    still sobbing, does so. Butch reaches down and
      flips    him, all the while staring at Mack. Each time he
      flips    the boy, Butch reaches down, grabs Cleve's hands and
      flips    him again.
      Finally he allows the frightened child to go to Mack and
      Lottie.

      Butch takes the gun from Phillip.
                                    BUTCH
                 Buzz.    Go out to the car and get that
                 rope.
      Phillip stands frozen.
                                    BUTCH
                 Phillip!...
      Phillip slowly rises and walks away.      He stops for a moment
      and turns his back.
      EXTREME CLOSEUP - PHILLIP
      His eyes lock in a gaze with...
      EXTREME CLOSEUP - CLEVE
      His sobbing eyes plead for something, anything.

181   EXT. HOUSE - DAY                                                181
      Phillip exits the house, walks past an old well to the
      station wagon. He opens the door, stops, looks back.
182   INT. HOUSE - DAY                                                182
      Butch sits on the coffee table across from Mack, Lottie and
      Cleve.
                                   BUTCH
                         (to Mack)
                 Now you hold that boy and tell him you
                 love him.
      Mack grabs Cleve and sets him in his lap.
                                                       (CONTINUED)

                                                                117.
182   CONTINUED:                                                     182
                                   MACK
                        (scared)
                I love you.
      Butch cocks the revolver and slides forward.     His nose is
      almost touching Mack's.
                                   BUTCH
                No, old man.    Say it like you mean it.
                                 MACK
                This boy know I loves him, mistah'.
                                   BUTCH
                Then say it.

                                 LOTTIE
                Please, mistah'. I gotta' sense about
                you. I know you a good man.
                                 BUTCH
                Nome', I ain't a good man. Ain't the
                worst neither, jus' a different breed.
183   EXT. HOUSE - DAY                                               183
      Phillip is at the screen door looking in.     He holds the bag
      in his hand.
      HIS POV
      Butch sits on the coffee table, which is pushed right up
      to Mack, Lottie and Cleve, who sit on chairs.
184   INT. LIVING ROOM - DAY                                         184

      Butch, enthralled with the episode he's directing, almost
      quivers with anticipation.
                                  BUTCH
                Say it, Mack.   Don't cost nuthin'.
                                 MACK
                I love you, Cleve.
                                  BUTCH
                        (serious)
                Gawd that's beautiful.
      Butch spots Phillip standing at the entrance to the living
      room with the bag. He takes it from the boy, empties the
      contents -- candy, cookies, bread, sugar and all -- and
      picks up the rope, takes Mack's Barlow knife from his
      pocket and cuts off a long shank. Butch takes the rope and
      begins to tie up the three.
                                                   (CONTINUED)

                                                                118.
184   CONTINUED:                                                    184
      Phillip stands, stares, aware that something bad is
      happening.
      Butch finishes tying, sticks the knife in his pocket and
      walks over to the PHONOGRAPH. He turns it back ON. The
      SCRATCHY RECORD plays. He turns UP the VOLUME.
                                BUTCH
                       (to Phillip)
               You can go wait in the car or you can
               watch. Yer' old enough to think for
               yer'self.
      Phillip, unsure what to do, stands his ground.

      Butch returns to his seat   on the coffee table and stares
      at the three hostages. He    appears as if he's about to cry,
      closes his eyes and rests   his chin on the barrel of the
      revolver while he recites   instructions...
                                BUTCH
               Shut yer' eyes, Cleve. Mack, you and
               Lottie hold the boy tight. Shut yer'
               eyes, too.
      Phillip, awkwardly aware that he's going to witness an
      execution, starts to cry out, then squelches himself.
      Butch seems to be in another world now -- taken to another
      place and time. A slight smile finds its way to his face,
      then disappears.
                                LOTTIE
               Please, mistah', ain't no use in it.
                                MACK
               We'll give you ever'thing we got!
      But Butch doesn't even hear the words. He slowly opens his
      eyes, pulls his chin from the pistol barrel and points it
      at Mack.
                                LOTTIE
               Our Father, which are in heaven, Hallo
               be thy name...
                                BUTCH
                       (to Lottie)
               Shhh... shhh... shhh...
                                LOTTIE
               ... Thy Kingdom come, Lawd, thy will be
               done... here on Earth as it is in Heaven.
                                                      (CONTINUED)

                                                                119.
184   CONTINUED:   (2)                                              184
                                 BUTCH
               Shhh.. shhh...
                                LOTTIE
                       (to Mack/Cleve)
               Say it wif' me....
      Butch looks to Phillip in a strange way, sets the gun on
      the floor between them, and crawls amongst the candy, gum
      and wrappers until he finds the electrician's tape.
      Phillip watches, not knowing what to do.
      The revolver -- cocked, resting on the floor.

                                MACK, CLEVE & LOTTIE
               Giv' us this day our daily bread and
               forgiv' us, Lawd, our trespasses as we
               forgiv' those who tresspass agin' us...
      Butch rips tape from the roll and slaps a piece over each
      of their mouths, silencing their prayers one by one.
      Out of breath, he kneels down in front of them and stares
      at the three while he reaches his hand behind him for the
      .... pistol -- but it's not there...
      Butch looks up to see...
      Phillip -- teeth gritted, holding the pistol, pointing it
      directly at Butch.
      CLOSEUP - BUTCH
      His expression is blank -- then a slight smile. For a
      second it's as if none of this has happened, that Butch will
      grasp Phillip in his arms...
      A DEAFENING GUNBLAST turns his expression to blank.
      Phillip, knocked to the floor by the revolver's kick,
      recovers to his knees, shaking like a leaf.
      The MAMBO RECORD comes to an END, but SCRATCHES ON AD
      INFINITUM.
      Butch falls back to his knees, still staring at Phillip.
      He looks at his stomach, where a stain of brown-red
      gushes through his T-shirt, and back to the boy.
                                BUTCH
                       (as if he hasn't
                        seen him in years)
               Phillip?....
                                                      (CONTINUED)

                                                               120.
184   CONTINUED:   (3)                                             184
      Phillip, momentarily dazed, stares at the gun in his hand,
      at Butch, the blood pouring from Butch's side, and the
      shocked faces of Mack and his family. Then, in a flash, he
      runs, pell-mell, out of the house.
185   EXT. HOUSE - DAY                                             185
      Phillip blasts out the screen door and runs straight to the
      well.
      He drops the gun into the well, catches his breath and heads
      for the road.
      After a few yards he has a thought, runs back to the
      station wagon, grabs the keys and throws them as far into
      the adjacent field as he can. Then he resumes his race for
      the road.
186   INT. HOUSE - DAY                                             186
      Butch gropes to his feet, still in shock. He stumbles
      toward the door, then stops, reaches in his pocket,
      extracts Mack's Barlow knife, holds it up and walks toward
      them, staring hard.
      Mack, Cleve, Lottie -- Afraid they'll be killed after all.
      Butch, surprisingly, meekly sets the knife down on the
      coffee table...
                                 BUTCH
                Thanks for yer' hospitality.
      And walks away.
187   EXT. HOUSE - DAY                                             187

      Butch emerges and stumbles out.
                                 BUTCH
                        (to the horizon)
                Phillip?!...
      No answer. He drags himself to the station wagon and, with
      much effort, slides himself into the seat. No keys. He
      opens the door, crawls out, leaving a trail of blood, looks
      out to the road and starts to walk.
      PHILLIP
      runs down the road, looking back every so often to see if
      Butch is following
                                                   (CONTINUED)

                                                             121.
187   CONTINUED:                                                    187
      BUTCH
      makes his way onto the private dirt and starts walking back
      toward the main road.
                                 BUTCH
                       (yelling)
               Phillip?!! I won't hurt ya', I swear!
      PHILLIP
      is running out of steam on the road ahead.   He stops for a
      blow and looks back.
      HIS POV

      A few hundred yards back, Butch struggles forward.
      BACK TO SCENE
      Phillip crawls through the ditch beside the road and
      squeezes through a barb wire fence.
      His costume hangs on a barb. He rips away from the fence
      leaving a foot-long strand behind.
      In the b.g. -- a pickup truck drives by.
188   INT. TRUCK - DAY                                              188
      ARCH ANDREWS, 50, the owner of the Ranch, slows down when
      he sees...
                                    ARCH
                What the hell?...
      HIS POV - PHILLIP

      clad in his white costume, running across a field toward
      a grove of trees beside the creek.
      BACK TO SCENE
      Arch continues on down the road and passes...
      Butch -- nearly in shock, stumbling down the road.
      TRUCK
      pulls into Mack's place, and Arch gets out, peers into the
      station wagon, sees blood, grimaces and walks up to the
      house. He notices a dripping trail of blood on the porch.

                                                                122.
189   INT. HOUSE - DAY                                                189
      Arch enters the kitchen, sees no one and starts toward the
      living room. The MAMBO continues to SCRATCH.
                                ARCH
               Mack?... Lottie?...
      Arch enters the living room and stops when he sees Mack and
      family, still gagged and tied to the chairs.
190   EXT. ROAD - DAY                                                 190
      Butch, holding his side, the pain is worse as he stumbles
      along.
      He stops when he spots something -- a piece of white
      costume on the fence. He crosses the ditch, steps through
      the fence and walks in the same direction Phillip did.
                                BUTCH
               That was a helluva' thing to do, Phillip.
               You're a hero. Prolly' be in all the
               papers tomorrow, how you saved those
               folks. Truth is, I don't think I woulda'
               killed 'em. I only killed two people in
               my whole life. One hurt my mama and one
               hurt you.
191   INT. LEAD PATROL CAR - DAY                                191
      Adler listens in on the shortwave.
                                KAISER (V.O.)
               A town called Happy, over in Swisher
               County.
                                  RED
                         (to Jones)
               How far?
                                   JONES
               Half-hour tops.
                                RED
                       (to Adler)
               Get on the radio and tell whoever gets
               there first to play it nice and easy.
      Sally gives him a look.
                                KAISER (V.O.)
               They've got the boy's mother flyin' in
               on a private. You want her on standby?
                                                      (CONTINUED)

                                                               123.
191   CONTINUED:                                                   191
                                 RED
                Jeezus, who did that?
                                    ADLER
                Guvner, I assume.
                                    SALLY
                Not a bad idea.
                                 RED
                Go ahead and chopper her in.
      After a moment of silence, Sally turns to Red.
                                 SALLY
                I didn't mean to pry last night.
                                    RED
                Yes, ya did.
                                 SALLY
                Look, Red, it was 20 years ago.
                                 RED
                Funny thing. When the judge sent him
                away the kid stared at me. Like he knew.
                Not hard or mad like you'd expect. It
                was... It was like he was forgiving me.
                                 SALLY
                Forgiving you for what?! For looking
                at the facts and doing what you
                thought was right?
                                  RED
                Naw.   For what's gonna happen today.

192   EXT. FIELD - DAY                                             192
      Butch follows Phillip's path through the field.
                                 BUTCH
                What say we talk this over? Settle
                things man to man. Then we can be on
                our way. I'll even let you drive. Knock
                that right off yer' list. How'd that be?
      PHILLIP
      finally arrives at the creek, looking over   his shoulder all
      the way. He looks at the water -- deep and    running swift.
      Where to go? He decides and heads for the    nearest tree --
      a big oak, and shimmies up to a branch ten   feet or so above
      the ground.

                                                                124.
193   INT./EXT. LOCAL BLACK AND WHITE - DAY                         193
      A country cop answering the report, drives slowly down the
      road, his pistol drawn and held upright in one hand. He
      pulls into Mack's driveway and parks. Arch walks out of
      the house to greet him.
                                ARCH
                That's his car. Took off on foot. He's
                got a pistol. Mack says it looks like a
                .38.
194   EXT. FIELD - DAY                                              194
      Butch stops to rest.   Something catches his eye.
      HIS POV

      A white figure moves slightly in the boughs of an oak tree.
      Phillip tries to climb higher but can't reach the next limb.
      BACK TO SCENE
      Butch walks underneath the tree without even looking at
      Phillip. He sits down to rest.
                                    BUTCH
                Alaska, Phillip.     Wild and wooley. Man
                against nature.     Me personally, I like
                them odds.
                        (beat)
                Did I tell you my   daddy lives there?
                He's the one that   sent the picture
                postcard. Listen    here to what he says
                about it...
      Butch pulls the postcard from his back pocket and reads...

                                  BUTCH
                        (reading)
                'Dear Robert'... that's my real name,
                Phillip. Robert. Jus' like old Bob the
                family man. 'Dear Robert, I just wanted
                to tell you that me leaving has nothing
                to do with you.'
      Phillip, still afraid, can't help but listen as Butch
      suffers through his memories.
                                  BUTCH
                        (reading)
                'Alaska is a beautiful place.    Colder
                than hell most all the time.
                                  (MORE)

                                                               125.
194   CONTINUED:                                                   194
                                BUTCH (CONT'D)
               Someday you can come and visit and we'll
               maybe get to know each other better.'
               Short and sweet. That's the old man's
               style. 'Cold all the time' -- like that's
               a big sellin' point.
      He laughs to himself.
                                BUTCH
               He useta' pat me on the head and tell
               folks 'that it's some that can live life
               without askin' about it and it's others
               has to know why, and this boy here is
               one of the latters.'
                       (beat)
               That's why I wanted to go up there. To
               visit the old man, I guess. Prolly'
               punch him one first, but then maybe we'd
               end up bein' friends, sit down, have a
               beer, talk things over....
      Butch groans. He pulls his hand from his side. Blood is
      oozing all over the place. He returns the postcard to
      his pocket.
                                BUTCH
               We'll jus' rest awhile. Then you
               can make up yer' mind. How's that?
      Phillip, still clinging to the tree, can't help but feel
      compassion for his friend.
195   EXT. MACK'S HOUSE - DAY                                      195
      A dozen Highway Patrol cars now sit in the driveway. The
      Fed in charge, AGENT HENDRICKS, assigns different officers
      to secure the area in an incredibly organized fashion.
      Mack, Lottie, Cleve and Arch watch from the porch.
196   EXT. CREEKSIDE - DAY                                         196
      Butch's eyes are closed. A small puddle of blood drips
      and becomes a rivulet running down into the creek.
      Phillip, still in the tree, still watching, can't bear it
      any longer. He slowly climbs down and drops next to Butch,
      who opens his eyes to the boy and smiles.
                                BUTCH
               One thing's for sure now -- I definitely
               believe in ghosts.
                       (beat)
               Never been shot before.
                                                    (CONTINUED)

                                                                126.
196   CONTINUED:                                                    196
                                 PHILLIP
               I'm sorry.
                                BUTCH
               I know ya' are. Truth is, if it had to
               happen, I'm glad it was you. As opposed
               to someone I don't know, I mean. All
               things considered, I feel pretty good,
               though. Could use a beer, though.
                                PHILLIP
               What's beer taste like?
                                BUTCH
               Oh, it's about the best thing there is.
               You'd better put that on the list.
      Phillip's eye catches something.     He stands up fearfully...
      HIS POV - TWO MORE PATROL CARS
      lights spinning, rushing down the road, kicking up dust.
197   INT./EXT. RED'S PATROL CAR - DAY                              197
      Sally watches Red. When the car comes to a stop, she
      reaches out and touches his arm.
                                SALLY
               I think our chances of this thing ending
               peacefully are good.
      He smiles a lonesome smile, opens the door and exits.
198   EXT. CREEKSIDE - DAY                                          198

      Phillip kneels back down to Butch.
                                 PHILLIP
               You better run.
                                BUTCH
               Naw, Phillip, I need me a time machine
               with a loud radio to take me where I'm
               goin'. Walkin's for squares.
199   EXT. MACK'S HOUSE - DAY                                       199
      Red exits his patrol car, followed by Sally.     Agent
      Hendricks walks up.
                                HENDRICKS
               Garnett, I'm Tom Hendricks, F.B.I., out
               of the Amarillo office. I understand you
               have one of our men with you?
                                                   (CONTINUED)

                                                                127.
199   CONTINUED:                                                    199
                                 RED
               Yeah.   You got the area quadroned off?
                                HENDRICKS
               Water tight. Like a frog's pussy.
                       (notices Sally)
               Sorry, ma'am.
                                SALLY
               No doubt an observation based on personal
               experience.
      Red can't help but smile.
                                RED
               You got him spotted?
                                HENDRICKS
               By the creek, half-mile down the road.
               I spaced officers in a circle around them
               100 yards or so away.
                                RED
               You got any problem with me handling this
               one?
                                HENDRICKS
               What say we both handle it?
      Red sighs.
                                RED
               Let's head on down there.     Bradley, gimme'
               a megaphone.
                                HENDRICKS
               One other thing, Chief. Haynes is wounded.
               The boy gut-shot him.
                                   RED
               Yer' shittin' me.
200   EXT. CREEKSIDE - DAY                                          200
      Phillip scoops a handful of water and brings it to Butch,
      who opens his mouth and drinks, A megaphoned voice
      interrupts...
                                RED (V.O.)
                       (through megaphone)
               Butch, this is Red Garnett of the
               Texas State Police.
      A thin, knowing smile crosses Butch's lips.
                                                      (CONTINUED)

                                                             128.
200   CONTINUED:                                                 200
                                RED (V.O.)
               I know yer' hurt. We've got damn near
               100 armed men here. Take a look around
               and you'll see I'm shootin' ya' straight.
                                BUTCH
                       (yelling back)
               All this for me. I'm touched, but I'm
               afraid ya'll gonna' have to back it up a
               step or two. I'm headed to Mexico.
                       (to Phillip)
               Lyin' to 'em, of course.
201   EXT. ROADSIDE - DAY                                        201

      Red leans against a patrol car, accompanied closely by Adler,
      Sally and Hendricks.
                                   RED
                          (into megaphone)
               Hate    to tell ya', Butch, but yer' headed
               the    wrong direction. Tell ya' what.
               You    let the boy go and we'll talk about
               it.     Discuss it over a cold beer.
202   EXT. CREEKSIDE - DAY                                       202
                                BUTCH
                       (to Phillip)
               Beer. What'd I tell ya'.
                       (to Red)
               Appreciate the offer, Cap'n, but ya'
               know I can't do that. If you and yer'
               pals back outta' here, I'll drop the boy
               at the border.
                       (beat)
               If you don't I'll shoot him in the
               head. I mean it!
      Phillip, betrayed beyond comprehension, stares at Butch.
                                BUTCH
                       (to Phillip)
               Don't look at me like that. I don't
               even have a gun. What did ya' do with
               the pistola' anyway?
                                PHILLIP
               Threw it in the well.
                                   BUTCH
               Good thinkin'.

                                                              129.
203   EXT. ROADSIDE - DAY                                          203
                                ADLER
               Ya' think he means it?
      Red mulls it over, replaces his old chaw with a fresh one
      and looks to Sally.
                                RED
               What do you think?
                                SALLY
               Based on what's happened the past two
               days I don't think he would.
                                 RED
               One thing's for sure. If he gets outta'
               here with the boy, we're right back to
               where we started.
                                BRADLEY
               If he kills the boy he'll get the chair.
                                ADLER
               Shit, he'll get the chair anyway.   He's
               killed two in two days.
                                SALLY
               We don't know that he pulled the trigger
               on either of the innocent victims.
                                ADLER
               Well he wasn't at home in his Strat-O-
               Lounger. 'Sides, who killed Pugh?
               Casper?
                                RED
               All right, both of you, that's enough!
               From the trail of blood I got a feelin'
               it ain't gonna' make any difference.
               Let's jus' concentrate on gettin' the
               boy out for now.
      Bobby Lee approaches with a leather case, bypasses Red and
      goes straight to Hendricks.
                                BOBBY LEE
               Where ya' want me, sir?
                                RED
               Can you shoot off a hood?
      Bobby Lee nods.
      In the b.g., a HELICOPTER circles, preparing to land.
                                                    (CONTINUED)

                                                               130.
203   CONTINUED:                                                   203
                                ADLER
               That'd be the boy's mother.
                                RED
               Bring her on over.
204   EXT. CREEKSIDE - DAY                                         204
      Butch and Phillip watch the helicopter land.
                                BUTCH
               See, Phillip, dreams do come true.
               There's yer' rocketship.
                                PHILLIP
               Think I'll get to ride it?
                                  BUTCH
               Today's the day.
                                RED (V.O.)
                       (megaphoned)
               Butch, we got the boy's Mama here.
               She wants to say something.
      Phillip is visibly stunned by the news. He crawls up to
      the crest of the creekside and squints, looking for his
      mom.
                                BUTCH
               What's wrong, Phillip?
                                  PHILLIP
               It's my mama.
      Phillip still cranes his neck to see.

                                BUTCH
               Now that ya' got yerself a ghost suit,
               do ya' think she'll let ya' trick r'
               treat?
                                PHILLIP
                       (better than none)
               I got to do one house.
      Butch smiles.   He has an idea.
                                BUTCH
               Put yer' mask back on.
205   EXT. ROADSIDE - DAY                                          205
      Bobby Lee carefully unsnaps the latches on his leather case
      and opens it on the hood of the patrol car.
                                                     (CONTINUED)

                                                                131.
205   CONTINUED:                                                    205
      Inside is... a high-powered military rifle in three parts.
      Hands unzip a velvetine bag and pull out a high-powered
      scope.
      Bobby Lee holds the lens of the scope to his mouth, blows a
      breath on it and wipes it clean with a piece of clean
      cloth. He feels eyes and turns to see...
      Sally, watching him at work.
      Bobby Lee smiles at her, cocksure.   His dark role in this
      manhunt is now perfectly clear.
      Sally turns her head, disgusted.

      Gladys Perry, frazzled, somewhat in shock, is ushered
      forward. She's handed the MEGAPHONE. She fumbles with it,
      pushes the button. It SQUAWKS LOUDLY.
                                RED
               Jus' push the button and talk normal.
      It SQUAWKS again.
                                RED
               Here, I'll hold the damn thing.
               You jus' talk.
                                GLADYS
                       (into megaphone)
               Hullo... Hullo. Please, sir, he's my
               only son. I'll give you money, whatever
               I can. Please, I want to take my boy
               home! I want to...
      The MEGAPHONE SQUALKS one final dying time and SHORTS OUT.
      Red hands it to Bradley, who immediately sets it on the
      trunk and starts taking it apart.
                                RED
                       (to Gladys)
               Yer' doin' fine. We'll get another one.
                                BRADLEY
               I think yer' tobacco spit shorted it
               out, Red.
206   EXT. CREEKSIDE - DAY                                          206
      Phillip wears the mask.   Butch dusts him off and smiles.
                                BUTCH
               You ready to go home?
                                                      (CONTINUED)

                                                                132.
206   CONTINUED:                                                    206
                                 PHILLIP
                        (very sure)
               Yeahsir.
                                BUTCH
                       (yells)
               Hey, Cap'n, you got any candy?
      INTERCUT BACK and FORTH BETWEEN Butch and:
      RED
                                BRADLEY
                       (re: megaphone)
               This one's shot.

                                RED
               Well, find another one!
      Red sighs and cups his hands around his mouth.
                                  RED
                        (yells)
               What?!
                                BUTCH
                       (yells)
               Candy! Halloween candy! Popcorn balls,
               caramel apples, gum, shit like that?!
                                  RED
                       (yells)
               You hungry?
                                BUTCH
                       (yells)
               You find me some candy and I'll
               deliver up a ghost.
                                RED
                       (to Adler)
               You heard him.
207   EXT. ROADSIDE - DAY                                           207
      Red nods to Adler who starts to gather sticks of gum,
      mints, anything from the surrounding officers.
                                BRADLEY
               Don't have another megaphone, Chief.
      Red just shakes his head and sighs. Bobby Lee leans on
      the hood of the car and places one eye behind the scope of
      his rifle.
                                                      (CONTINUED)

                                                               133.
207   CONTINUED:                                                     207
                                  RED
               You all set?
                                BOBBY LEE
               You say when, I'll say dead.
      Red glares at Bobby Lee for an extended moment.
                                RED
                       (yells; to Butch)
               You got yer'self a deal. Candy's waitin'.
208   EXT. CREEKSIDE - DAY                                           208
                                BUTCH
                       (yells)
               One more thing. His old lady has to
               swear to take him trick r 'treatin'
               every year.
      Phillip strains to look for his mom.    He's upset, ready to
      leave.
                                BUTCH
               Gimme' yer' list, Phillip.
                                  PHILLIP
               Butch?...
                                  BUTCH
               Gimme that list.
      Phillip pulls it out. Butch snatches it and reads it to
      himself, laughing. He's on a death roll of sorts, between
      losing blood and being in an impossible situation he almost
      seems to be enjoying the macabre scenario as it unfolds.
      Phillip, on the other hand, is beginning to sob.
                                BUTCH
                       (yells)
               And she's gotta promise to take him to
               the fair for rollercoasters and cotton
               candy whenever he wants... or at least
               once a year...
                                PHILLIP
               I wanna' go home!...
                                BUTCH
                       (checks list; yells)
               And when he gets older he gets to drink
               beer...
                                                     (CONTINUED)

                                                              134.
208   CONTINUED:                                                   208
                                PHILLIP
               I don't need beer!...
                                BUTCH
                       (to Phillip)
               Well it's on yer' list.
                       (yells to Red)
               And to go out on dates with girls!
                       (to Phillip)
               Not on the list, but you'll thank me
               later for that little addition.
                       (checks list)
               Done that, got to drive, gonna' ride that
               rocketship. That's about it.
                       (yells; to Red)
               She's gotta' promise or I won't let him
               go!
                                PHILLIP
               I wanna' go home, Butch. My mama's not
               bad! She gives me those things.
                                BUTCH
               Don't kid a kidder, Phillip.
209   EXT. ROADSIDE -DAY                                           209
      Red, exasperated, he can't believe how weird this has
      gotten.
                                  RED
                       (yells)
               It's a deal!
                                  BUTCH
                       (yells)
               Make her say it!
      Red looks to Gladys as if to say, "go ahead".   She seems
      reluctant. Red's frustration is showing.
210   EXT. CREEKSIDE - DAY                                         210
      Phillip is near tears.
      He rises and starts to move for the field, but Butch grabs
      him with one arm, pulls him close and holds him like he's
      his own child.
                                PHILLIP
               I jus' wanna' go home.
                                 BUTCH
                       (sincere)
               Know jus' how ya' feel, Phillip.

                                                             135.
211   EXT. ROADSIDE - DAY                                         211
                                GLADYS
                       (to Red)
               Phillip knows those things are against
               our beliefs.
                                RED
                       (to Gladys)
               What kinda' foolishness is that?
                       (yells)
               She promises!
                                  BUTCH
                       (yells)
               Make her say it!

      Red gives her a look that says, "Say it or deal with me".
                                  GLADYS
                       (yells)
               I promise!
212   EXT. CREEKSIDE - DAY                                        212
                                 BUTCH
                       (to Phillip)
               Can we trust her?
                                PHILLIP
               She's a real good mama.
      Butch reaches into his pocket, extracts the remaining wad
      of stolen bills, unzips the Casper outfit, stuffs them
      into the costume and rezips.
                                BUTCH
                       (to Phillip)
               When you get home, hide this. If
               she's lyin' you can buy yer' own damn
               beer.
      Phillip quiets for a moment and stares at Butch.
                                PHILLIP
               Yer' not bad, are you, Butch?
                                  BUTCH
               Yeah.
                       (beat)
               Now, Buzz, listen here. I want ya' to
               step out there real slow, keepin' yer'
               paws in the air. Then strut right over
               to them cops and yell 'trick r' treat.'
               Got it?
                                                   (CONTINUED)

                                                                 136.
212   CONTINUED:                                                     212
                                PHILLIP
               What are you gonna' do?
                                BUTCH
               Somethin'll come to mind.
      Butch sticks out his hand.    Phillip shakes it, afraid.
                                  BUTCH
               'Bye, Phillip.    It's been one helluva'
               ride.
      Butch nods and smiles.
                                BUTCH
                       (yells)
               All right, Cap'n. Make way for Casper
               the friendly ghost. The friendliest
               ghost I know.
      Butch nudges Phillip and the boy starts toward the field.
213   EXT. ROADSIDE - DAY                                            213
      Adler, looking through binoculars, can't help but smile.
                                RED
               Gimme' them things.
      Adler hands over the binoculars.    Red takes a look.
      HIS POV - PHILLIP
      nee Casper, walking in his full whitehood, arms reaching
      for the sky.

214   EXT. FIELD - DAY                                               214
      Phillip reaches level ground and for the first time sees
      the full strength of the amassed police forces -- at least
      20 cars, swirling lights, guns everywhere, pointing at him.
215   EXT. ROADSIDE - DAY                                            215
      Red watches.
                               RED
                       (yells)
               Come on. Keep walkin'!
      HIS POV - THROUGH BINOCS
      Phillip stops walking and stands perfectly still.
                                                     (CONTINUED)

                                                              137.
215   CONTINUED:                                                   215
      BACK TO SCENE
      Red lowers his binocs.
                                RED
                       (to himself)
               Why the hell's he stoppin'?
                       (to Gladys;
                        direct)
               Call for yer' boy to come!
      Gladys, near shock, AD LIBS commands to Phillip. "Come on
      honey," "Phillip, keep walking," that kind of thing.
      (NOTE: Her commands become more and more shrieking and
      frantic and continue throughout, giving rise to even more
      confusion than is already present.)
216   EXT. FIELD - DAY                                             216
      Phillip turns back and sees ...
      Butch -- He tries to get up in an attempt to make a run for
      it, but his strength is gone. He collapses.
      Phillip, standing still, with his mother's shrieks filling
      the air behind him, watches Butch for a second then runs
      back toward him.
217   EXT. ROADSIDE - DAY                                          217
      Red sighs and lowers the binocs.
218   EXT. CREEKSIDE - DAY                                         218
      Phillip stands before a struggling Butch.

                                BUTCH
               Personally I think we negotiated a pretty
               fair deal, but if there's somethin' else
               you want...
                                PHILLIP
                       (disbelief)
               Do they want to shoot you?
      Butch starts to lie to the boy but can't.
219   EXT. ROADSIDE - DAY                                          219
      A finger strokes the trigger of a high-powered rifle.
      Bobby Lee -- Smiling, ready, waiting.
      Red shrugs and wipes his brow.
                                                   (CONTINUED)

                                                                 138.
219   CONTINUED:                                                     219
                                HENDRICKS
               He thought better of releasin' the hostage.
                                SALLY
               It doesn't necessarily mean that.
                                RED
                       (to Bobby Lee)
               Stay on ready.
220   EXT. CREEKSIDE - DAY                                           220
      Phillip holds his hand out and helps Butch get up. Butch
      stands, dusts himself off, grabs the boy's hand and to-
      gether they walk toward the field.

221   EXT. ROADSIDE - DAY                                            221
      Red, through the binoculars.
                                RED
               I seen it all now.
222   EXT. FIELD - DAY                                               222
      Butch and Phillip, hand in hand, walking across the field.
223   EXT. ROADSIDE - DAY                                            223
      Red scratches his head.
                                  HENDRICKS
               What's he up to?
                                  RED
               Hell if I know.

                                SALLY
               He's giving himself up.
                                HENDRICKS
               Keep in mind -- he still has the gun.
                                RED
                       (yells; to
                        Butch)
               Butch! Stop and let the boy go! Put
               yer' hands up and let the boy go!!!
      (NOTE:   AD LIB instructions from Red continue as well.)

                                                                139.
224   EXT. FIELD - DAY                                               224
      With all the yelling, it's hard to make out what's being
      said. Butch and Phillip continue to walk and talk.
                                BUTCH
               So I guess that's it for Alaska, Phillip.
225   EXT. ROADSIDE - DAY                                            225
                                RED
               Stop and put your hands on your head!
                                 GLADYS
               Run, Phillip!   Come here, Phillip!
                                SALLY
                       (to herself)
               Come on, come on...
                                HENDRICKS
                       (a warning)
               Chief, we've got an armed killer and an
               innocent boy out there.
                                RED
                       (to Bobby Lee)
               You clean?
                                  BOBBY LEE
               As a whistle.
                                RED
               Keep him locked down.    Don't squeeze til'
               I say 'when.'
      Red holds Bobby Lee's eyes until the young Fed nods.    Then
      Red unstraps his holster and moves between the cars.

                                HENDRICKS
               Where the hell you going?
      But Red's not listening, just walking, long and tall, into
      the field.
      EXT. FIELD - DAY
      Butch and Phillip continue to walk, Butch holding Phillip's
      hand. When Butch spots Red approaching he slows and then
      stops.
      Red shows his palms and keeps walking toward them.     When
      he gets within 25 feet he stops.
                                  RED
               I'm unarmed.    Toss your gun on the
               ground.
                                                      (CONTINUED)

                                                            140.
225   CONTINUED:                                                   225
      Butch smiles.
                                BUTCH
               If I had a pistola I'd be headed the
               other direction. My partner here got rid
               of the evidence.
                       (beat)
               Do I know you, friend?
                                   RED
               No... not really.
                                BUTCH
               Hmm. Well, look I wanna' talk to the boy
               and then we'll take care of bidness. How's
               that? Only take a second.
      Red nods then looks over his shoulder at the patrol cars
      lined up like a wagon train, guns aimed, Bobby Lee peering
      through the scope of his rifle.
226   NEW ANGLE                                                    226
      Butch and Phillip.
                                BUTCH
               I wanna' give ya' somethin'.
227   EXT. ROADSIDE - DAY                                          227
                                   HENDRICKS
               He's stopped.
                                ADLER
               He's gonna make a run for it.

                                   SALLY
               Give it a second!
                                HENDRICKS
                       (to Bobby Lee)
               Hold him!
                                SALLY
                       (yells)
               Let the boy go, Butch!
                                HENDRICKS
                       (to Bobby Lee)
               If he makes a move...

                                                               141.
228   EXT. FIELD - DAY                                             228
      Butch kneels down beside Phillip.    He reaches slowly, pain-
      fully for his back pocket.
                                  BUTCH
                 Mebe' someday you'll get to go...
229   EXT. ROADSIDE - DAY                                          229
      Hendricks looks through the binocs.
                                  HENDRICKS
                 He's goin' for his weapon!
      THROUGH BINOCULARS

      Butch reaches into his back pocket...
      IN FIELD
      Red squints to make out what Butch's reaching for.
      HIS POV
      Butch smiles as he retrieves the POSTCARD from his pocket.
      BACK TO SCENE
      A look of concern crosses Red's lips...
      ROADSIDE
      Sally realizes it's not a gun that Butch is reaching for.
                                  SALLY
                 Noooooo...!!!!

      FINGER ON TRIGGER
      squeezes -- An EXPLOSION followed by a RINGING ECHO.
      IN FIELD
      Butch's chest explodes when the bullet hits him. He rocks
      backwards, still on his knees... and looks at Phillip in
      amazement.
      Phillip screams, grabs Butch and holds him up.
      THROUGH CROSSHAIRS OF GUN
      Phillip is obscuring a second shot at Butch.
      BUTCH
      tastes blood and sighs.
                                                     (CONTINUED)

                                                                  142.
229   CONTINUED:                                                      229
                                  BUTCH
                 Damn, Buzz, shot twice in the same day.
      He collapses and falls into Phillip's arms. Phillip backs
      away two steps and falls to his knees. Butch wavers for a
      second then topples on his back.
      Phillip moans, sobs, as he watches Butch, the GUNSHOT still
      ECHOING.
      AT ROADSIDE
      Gladys runs from behind the car, followed by a host of
      officers.

                                  HENDRICKS
                 Keep everybody back!
      Bobby Lee stands, lowers his rifle disengages and smiles at
      Hendricks.
                                     BOBBY LEE
                 No need to worry.     He can't hurt nobody
                 now.
      IN FIELD
      Red stands frozen, staring, in another world. An OFFICER
      trots up to Butch and does a careful ground frisk.
                                   OFFICER
                         (calls back)
                 No weapon, Chief!
      Red "comes to," turns and walks toward the...

      ROADSIDE
      Red walks   up to Bobby Lee, stops and stares at the grinning
      marksman.    After a beat, Red turns then nearly jumps out of
      shoes with   a sudden right cross that floors the younger man.
      Red starts   to jump in for more but Hendricks, stunned, jumps
      in, grabs   Red and, joined by four other Officers, holds the
      older man   back. Shouting, i.e. "Hey, hey, Red, whoa, whoa!"
      Red settles a bit. Hendricks turns to Bobby Lee who rises
      to one knee and wipes at a bloody lip, and then to Red who
      is still breathing hard.
                                  HENDRICKS
                 What the hell was that all about?!
                                  RED
                 I didn't say 'when.'
                                                        (CONTINUED)

                                                                143.
229   CONTINUED:   (2)                                               229
      Red turns and walks away. Hendricks throws his hat to the
      ground, kicks it and follows Red with his eyes...
                                 HENDRICKS
                        (to no one/everyone)
                Goddammit!!
      Adler catches up to Red.   He stares at his old friend and
      boss as they walk along.
                                 ADLER
                I thought he had a gun, too, Red.   There
                was just no way of knowin'.
      Red doesn't even look at Adler, just keeps walking.    Adler
      stops, his eyes following Red.
      Sally, nearby, watches Red walk away.
      PHILLIP
      is helped to his feet by his mother. She holds him dearly
      to her chest. He hugs back just as hard, his blood-stained
      Casper outfit staining her blouse. She unzips the costume
      and dollar bills fly all around. She starts to lead
      Phillip off but he won't leave until...
      He pulls the postcard from Butch's hand.
      CLOSEUP - PHILLIP
      Staring down at Butch.
      CLOSEUP - BUTCH
      His eyes flutter a bit with recognition.

      AT PATROL CAR
      Red leans against the car.   After a few seconds Sally walks
      up and finds a spot a few feet down from him where she, too,
      leans against the car. After a few more seconds.
                                 SALLY
                You did everything you could.    You know
                that.
      Red just stares straight ahead.
                                 RED
                I don't know nuthin'.   Not a damn thing.
                                                      (CONTINUED)

                                                                144.
229   CONTINUED:   (3)                                              229
      Red reaches into his pocket, pulls out his tobacco and
      stuffs a chunk into his mouth.
      IN FIELD - CLOSEUP - BUTCH
      He licks his lips as the MUFFLED VOICES CONTINUE around
      him. He squints hard and sees:
      HELICOPTER
      as it lifts off and speeds away.    As it wipes the sun...
      CLOSEUP - BUTCH
      A slight smile crosses his dying face as he squints to
      see Phillip's flight.
      CLOSEUP - PHILLIP
      Nose pressed against the glass bubble.
      BUTCH
      His eyes don't close, still squinted but frozen.
      CLOSEUP - EYES
      We realize now, are lifeless.
      BUZZARD
      continues its flight past the sun.
      SUN
      flares, SENDING the SCREEN TO:

      MILKY WHITE IMAGE
      that opened the film.
                                                     FADE TO BLACK.



                                   THE END