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Assassins Movie Script

Writer(s) : Larry Wachowski, Andy Wachowski

Genres : Action, Thriller

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                              ASSASSINS



                             Written by

                      Larry and Andy Wachowski









                                                  August 12, 1994







     FADE IN:

     PERFECT SQUARE OF BLACK

     We know that we are looking at something because its
     polished surface shimmers with light.

     PULLING BACK, other squares are revealed; the black and
     white tiles of a chess board.

     The board rises and spins, slipping beneath us we find
     ourselves MOVING ACROSS the board, MOVING THROUGH a chess
     game.

     The pieces are everywhere, checking and covering other
     pieces.  It has reached that critical moment when pieces
     are traded and the board begins to clear as two strategies
     unravel towards a final outcome.

     Standing above the pieces around him, we see the black
     king.

     We MOVE CLOSER TOWARDS his face, CLOSER TO his chiseled
     ebony features, CLOSER UNTIL we are staring into his cold
     black eyes...

                                                DISSOLVE TO:

     EXT. MARSH - SUNGLASSES - DUSK

     The red setting sun is reflected in the black lens.

     Two men are tromping through the calf-deep mud of an end-
     less marsh.  It is fall, the first frost not far away and
     the foliage is brown and bare.  With the red-orange ball
     of fire melting into the horizon, the two men at first
     appear as only silhouettes or shadows slogging through the
     mire.

     The man with the sunglasses walks behind the other man.
     He is very well-dressed in a dark suit.  A .22 caliber
     gun, fitted with a long silencer, dangles from his hand.

     His name is ROBERT RATH.

     The other man is WILLIE KETCHAM.  He is also wearing a
     very expensive suit though it is being destroyed by the
     brambles and mud.

     As he lifts his foot his Gucci shoe is sucked off by the
     mud.

                             KETCHAM
               Aw-shit!

     He balances on one leg, holding his silk-socked foot in
     the air.  He looks at the shoe, already filling with mud.
     He looks at Rath.

                             KETCHAM
               How much farther?

                             RATH
               Just a little ways.  Up to those
               trees.

     About a half mile further into the thickening marsh there
     is a small cluster of trees.

                             KETCHAM
               Oh, fuck it.

     He pulls his sock off and plunges his foot into the mud.
     He smiles.  It feels good.  He hurls the sock.  Lifting
     his other foot he pulls his shoe off and hurls that.  He
     grabs for the other sock, struggling to get it off,
     laughing at himself as he slips and falls into the mud.

     Rath waits, a faint smile.

     He manages to get the sock off and then stands digging
     both feet into the dark, wet earth.

                             KETCHAM
               Hey, this feels kinda good.

     They move on, Ketcham almost playing, sinking his feet
     deep pulling them out to make a SPLURCHING, SUCKING NOISE.

                             KETCHAM
               Hey, do you mind if I talk a
               little?  I feel like, I don't
               know, talking I guess.

                             RATH
               Sure.

                             KETCHAM
               Funny, I've never been a talker.
               My wife was always getting on me
               about that.  'Say what you feel,
               tell me what's bothering you,
               you ve got to talk to me.'  I
               never would though.  Not really.

                               RATH
               Why not?

                               KETCHAM
               I don't know.  Part of me wanted
               to but part of me always said,
               'What's she going to be able to
               do?'  I don't know.  Maybe I
               didn't trust her.

     He picks up a handful of mud and begins shaping it like a
     snowball.

                             KETCHAM
               My Margaret... I loved her but you
               know what?  I cheated on her.  All
               the time.  I don't even know why.
               It wasn't the sex, Margaret was
               great in bed.  I think if I wasn't
               married I wouldn't have even looked
               at some of those women.  I knew she
               couldn't trust me, so how could I
               trust her?  If she was here right
               now I'd think that I would tell her
               that I was sorry... 'course, if she
               were here right now, maybe I
               wouldn't feel like talking.

     He throws the mud ball at the grove of trees but they are
     too far.

                             KETCHAM
               I think I've heard of you.

                             RATH
               It's possible.

                             KETCHAM
               You're pretty famous aren't you?

                             RATH
               I hope not.

                             KETCHAM
               I know this may seem like a strange
               question, but can I ask you how
               much the contract was for -- not
               to insult you or anything, I know
               you're a professional, but just
               for me, I was just wondering.

                             RATH
               It's a common question.

                             KETCHAM
               Oh yeah?  I guess we still need to
               see that price tag.  Like art,
               right?  You hang some painting
               that looks like baby-puke in your
               living room only if it costs a
               bundle.

                             RATH
               A dime.

                             KETCHAM
               One hundred thousand?  That's it?
               Jesus... Is that a lot?

                             RATH
               Average.

                             KETCHAM
               Shit... oh well.

     Ketcham laughs.

                             KETCHAM
               I have been thinking about this
               for a long while.  I knew this day
               was coming.  I knew someday
               someone would make the call on me.
               I never thought about anyone that
               I had whacked.  What do you call
               it anyway?

                             RATH
               Taken.

                             KETCHAM
               'Taken.'  That's nice.  When I had
               someone taken I would call our
               General Contractor, transfer the
               money and as soon as I hung up the
               phone I forgot about them.

                             RATH
               Everyone who plays the game knows
               the rules.

                             KETCHAM
               That's exactly what I told myself.

     Ketcham laughs again.  He is getting kind of giggly, like
     he's high.

                             KETCHAM
               I always wondered what I'd be
               thinking at this exact moment.  I
               imagined that I would be thinking
               about the fucker who contracted
               this, trying to figure out who
               it was...

     Something occurs to him and he looks back at Rath.

                             RATH
               Don't know.  That's how it works.

                             KETCHAM
               That's what our General Contractor
               told us but how can you trust
               someone like that?

                             RATH
               Right.

                             KETCHAM
               I thought that I would be thinking
               about Margaret, or work, or that
               I'd be having these deep, profound
               and depressing thoughts but I'm
               not.  I'm trying to think really
               profound thoughts, but I can't.
               It seems very funny to me.

                             RATH
               What are you thinking about?

                             KETCHAM
               I'm thinking about Moonpies.  Ain't
               that funny?  I haven't had a
               Moonpie since I was ten years old.
               Right now, I'm thinking how much
               I'd love one.

                             RATH
               And an R.C.

     He's 'laughing' and Rath laughs with him.  Ketcham suddenly
     stops laughing.  They are nearly to the cluster of trees.

                             KETCHAM
               Can I ask you something?

                             RATH
               Go ahead.

                             KETCHAM
               What do other guys do?

     He looks at the trees, his voice dying in the WIND.

                             RATH
               Everyone handles it differently.
               Some are ready, some are not.

                             KETCHAM
               Do they get down on their knees,
               begging and crying?

                             RATH
               Some.

                             KETCHAM
               When I thought about this, that
               was always there, in the back of
               my head, that image of me on my
               knees, crying.  It wouldn't go
               away and it would really upset me.
               It was something that I could never
               get away from... but now, I feel
               it's okay.  I feel good.

                             RATH
               Can I ask you a question?

                             KETCHAM
               Anything.

                             RATH
               Why didn't you fade?

                              KETCHAM
               You mean quit?

                              RATH
               Yeah.

                              KETCHAM
               I used to think about it.  I had
               Margaret.  She wanted kids.  I
               thought about moving somewhere
               far away like, Europe.  I could
               see all of that, the first part,
               the getting away but I couldn't
               see that next part.  'Then what?'
               So I'd stop thinking about it and
               go back to work.  You understand?

                             RATH
               Yeah.

     Ketcham smiles and looks around at the grove of birch
     trees.

                             KETCHAM
               I always pictured that I would end
               in some land fill, under
               someone else's garbage.  I kept
               picturing those plastic diapers
               filled with some baby's green shit,
               covering me.  But this is nice...

     He looks at the sun, bloody red seeping into the black
     horizon.

                               KETCHAM
               Look at that.  I haven't watched
               the sun set in a million years.
               Do you mind?

                             RATH
               No.

     Ketcham stares at the last of the light.

                             KETCHAM
               Nice... real nice.

     With his face hidden from Rath he begins to cry.

     Rath watches Ketcham staring at the setting sun.  Rath
     looks down at the gun limply held in his hand.

     When the sun is gone, a red glow at the bottom of a dark-
     ening sky, we hear the GUN, SILENCED, ONCE, then the BODY
     FALLING INTO THE MUD.  After a beat we hear TWO MORE
     SHOTS.

     Ketcham is lying face down, already sinking into the mud,
     a red cloud mushrooming around his head like the red haze
     left by the dying sun.

     Rath breathes in deep and lets the air out slowly, stand-
     ing alone in the middle of nowhere.


     INT. HOTEL SUITE - NIGHT

     The room is dark and still.

     A man is standing at a wall of windows that glow from the
     amber wash of urban light.

     Snow is falling, heavy white flakes glittering in the
     city's electric night.

     The man finishes his bourbon, ICE CLINKING in the empty
     glass.  He is slightly drunk and he sways forward until
     his forehead rests against the window.

     In the dim light, we recognize the man as Rath.

     Outside there is a beautiful stone church decorated for
     Christmas.  He watches the snowflakes drift to the
     distant street below.

     He is wondering what it would feel like to let himself
     fall, when there is a KNOCK at the door.

     Crossing the room, he opens the door.  Backlit by the
     bright hallway light is a WOMAN.  She has already removed
     her coat and though she is only a silhouette we can see
     that her dress is very short and very tight.

                             ESCORT (WOMAN)
               Hi.  Did you call --

                             RATH
               Yes.  Please come in.

     Her HIGH HEELS TAP against the tile foyer as she enters
     and he takes her coat.

                             ESCORT
               Goodness, it's so dark...

     She reaches for the wall switch but he stops her.

                             RATH
               I prefer it like this.

                             ESCORT
               How can a beautiful man like you
               be shy?

     He smiles.

                             RATH
               I prefer it, that's all.

     She moves closer to him, the sexual confidence of her
     body radiating like heat.

                             ESCORT
               It's okay, honey.  We can do it
               anyway you want.

     Rath is obviously uncomfortable.

                             RATH
               Would you like a drink?

                             ESCORT
               I'd love one.  Whatever you're
               having.

     They move into the room, from a distance, as featureless
     as two shadows.

     She stands at the windows watching the snow-bubble of a
     city night.

                             ESCORT
               Beautiful.

     He hands her the drink.  Her smile is bright and perfect.

                             ESCORT
               Good will towards men.

     Their glasses clink as he drains half his drink.  If she
     drinks at all, we can not tell.

                             RATH
               Why are you working today?

                             ESCORT
               Holidays are our busiest days.  No
               one likes to be alone on holidays.
               I know I don't.

     She touches his face, the caress and her expression of
     tenderness seemingly genuine.

                             RATH
               You're very good at this aren't
               you?

                             ESCORT
               I think you're supposed to answer
               that question.

     Her hand slides down his chest, but before it goes any
     farther Rath turns away, returning to the bar.

                             RATH
               I know what you expect, but I
               don't want...

     He pours himself another drink.

                             ESCORT
               That's okay, hon, I always expect
               the unexpected.

                             RATH
               I called because I just want... I
               need to talk.

     She sits on the couch, her body language changing, as she
     becomes a listener.

                             RATH
               I've been thinking about my life,
               about things I have done... What I
               do for a living is in some ways
               similiar to what you do.

     He sits on the other end of the couch, his words thickened
     by the alcohol.

                             RATH
               I know that everything has a
               price.  I want you to understand
               that I'm willing to pay.

     He takes out an envelope and puts it between them.  She
     picks it up, glancing inside at a stack of hundred
     dollar bills.

                             ESCORT
               For what?

                             RATH
               Honesty.

     She puts the envelope down.

                             RATH
               I just want to ask you some
               questions.

     Uncomfortable, she waits as he searches his drink for
     the right words.

                             RATH
               Do you ever regret things you've
               done?

                             ESCORT
               Everyone regrets something.

                             RATH
               But when you finLsh a job,
               afterwards do you think about
               them?

                             ESCORT
               Sometimes.

                             RATH
               Do you think about their wives or
               their families?

                             ESCORT
               No.  They call me, I don't call
               them.  If they didn't call I
               wouldn't exist.

     Rath nods.  His next question is barely audible.

                             RATH
               Do you ever think about starting
               over?

                             ESCORT
               All the time.

                             RATH
               Can you tell me about it?

     For the first time we really see her take a drink.  She
     closes her eyes.

                             ESCORT
               Sometimes I dream that I meet a
               man, this good, honest man and we
               fall in love.  I imagine us living
               on a boat, reading books, sailing
               to places where no one knows who
               we were or cares what we did.

     She opens her eyes and looks at him.

                             RATH
               And what if you never meet that
               man?

     She smiles.

                             ESCORT
               Then, I'll sail alone.

                             RATH
               Do you believe that?

                             ESCORT
               Are you asking me if I believe in
               another life?

     Rath nods.

                             ESCORT
               I have to.

     She finishes her drink.

                             ESCORT
               Is that all you want?

                             RATH
               Yes.

     She picks up the money and stands.

                             RATH
               Thank you.

                             ESCORT
               Anytime.


     INT. HOTEL SUITE - NIGHT

     It is the same room but now it is very cluttered, room
     service trays and empty liquor bottles tossed about.

     He has been here for a while.

     He is sitting at the table, staring intensely at a chess
     game; we see the board and all of the pieces set in the
     same positions as in the opening sequence.

     He rubs at the whiskers that have darkened his face and
     then finishes off another bottle of bourbon.

     He flings the empty bottle across the room as he reaches
     over the board and moves one of white knights, taking a
     black rook.

     A sequence begins, obvious, and he works through it moving
     both the black and white pieces.  Suddenly he stops.  He
     gets up and shifts to the other side of the board,
     studying the game from white's perspective.

     Another sequence emerges and he trades the pieces through
     it as he moves around the table, returning to his place
     behind the black king.

     The games reaches its end as black is check-mated.

     He slumps down onto the table and looks across at the
     white king.

                             RATH
               Fuck you, Nick.


     INT. HOTEL SUITE - DAWN

     Rath is at a desk where he has set up his computer
     office; a cellular phone is plugged into a modem with
     cables winding through a scrambler and then into a fax
     machine and the latest high-powered lap-top computer.

     On the table near the desk, we see the .22, dismantled
     and cleaned, spread out on a white towel.

     He types in a complicated access code sequence, then
     waits, staring at the blank screen.

                             CONTRACTOR/SCREEN
               Where have you been, Robert?

                             RATH/SCREEN
               Sick.  The flu.

                             CONTRACTOR/SCREEN
               I don't believe you.

                             RATH
               I don't give a fuck --

                             RATH/SCREEN
               It's true.

                             CONTRACTOR/SCREEN
               I have been sitting on a contract
               from Cleveland for six days
               because of you.

                             RATH
               Fuck you, fuck Cleveland, and fuck
               your contracts --

                             RATH/SCREEN
               I need a rest.

                             CONTRACTOR/ SCREEN
               That's impossible, Robert.  You're
               at the top of your field.  These
               are the best contracts.  To stop
               now would be self-destructive.

     He looks away from the screen and sees the chess game on
     the table.

                             RATH/SCREEN
               Send the file.  I'll have the
               estimate tonight.

                             CONTRACTOR/SCREEN
               I'm worried about you, Robert.

                             RATH
               You fucking should be --

                             RATH/SCREEN
               Don't be.

     On the screen the word "Transmitting" appears.  Rath
     slowly gets out of his chair.

     The FAX MACHINE CLICKS and HUXS to life as a photograph
     of a smiling, old Italian man curls onto the desk.

     Rath begins destroying the hotel room, smashing anything
     he can get his hands on.


     INT. HOTEL SUITE - DAY

     Rath is in the middle of the room which he has
     demolished.  Having showered and shaved, he is now
     standing naked, in the midst of the rubble, practicing
     the slow and graceful art of Tai Chi.


     INT. HOTEL SUITE - NIGHT

     Rath is working at the desk.  He is tallying numbers,
     materials, totaling his estimate.

     Spread out over the table are several faxed photos of
     the old Italian, Leevio Valli, usually surrounded by
     bodyguards.

     The file details Valli's life and his daily routine.  It
     includes:  phone bills, credit card and bank account
     statements, driver license and vehicle registration, the
     real estate listing of his house and even a copy of his
     income tax return.

     Satisfied with his figures, Rath plugs the phone into the
     modem and makes a call.

     The network comes on-line as the General Contractor
     types:

                             CONTRACTOR/SCREEN
               You're too late, Robert.

     Rath types.

                             RATH/SCREEN
               What?

                             CONTRACTOR/SCREEN
               The contract was stolen.

     Rath stares at the screen.

                             RATH/SCREEN
               Who?

                             CONTRACTOR/SCREEN
               A new player.  He's using the name
               Nicholai.

     The name hits Rath and he sits, unable to breathe.

                             CONTRACTOR/SCREEN
               You know what must be done.

     The screen goes black as the network shuts down.

     Rath looks down at the pile of assembled facts.  He lifts
     a credit card bill on which the name of a restaurant
     appears every Friday.  The name of the restaurant has been
     circled in red pen by Rath:  "Trattoria Roma."


     EXT. TRATTORIA ROMA - NIGHT

     A red awning spans the entrance of a popular Italian
     restaurant.


     INT. TRATTORIA ROMA

     It is a large establishment with many tables and booths.
     The dinner crowd is a mix of yuppies and older Italian
     families who have been eating here for years.

     Rath is sitting alone at a booth.  With very subtle
     changes to his appearance, he looks like an older Italian.

     In front of him is a glass and a carafe of dark red wine.
     He touches neither of them.  His eyes shift as he studies
     the room.

     LEEVIO VALLI pushes into the restaurant surrounded by five
     gorillas in Italian suits.  The owner hurries to greet
     them, hugging, kissing, speaking only Italian.

     The entourage moves through the restaurant to the over-
     sized booth in the back.

     Rath does not look twice at them.  Immediately he is
     watching everyone else, looking for the other assassin.

     Leevio slides into the booth as his goons stand and sit
     around the table, obscuring him from all parts of the
     room.

     A wine steward immediately brings a bottle of red wine and
     fills their glasses.  A pretty waitress sets a steaming
     loaf of garlic bread out and a giant bowl of minestrone in
     front of Leevio.  He tells her something and she giggles.
     They joke in Italian, watching her ass as she wiggles back
     to the kitchen.

     At Leevio's table the wine steward returns to fill their
     glasses.

     It is the goon standing against the wall that is the first
     to realize that it is not the same wine steward.  He is
     the second assassin, much younger than Rath.  His name is
     BAIN.  He smiles.

     The goon reaches for his gun as --

     Bain SHATTERS the BOTTLE of wine into his face.  He
     screams.

     Leevio coughs a spray of minestrone, as a GUN flashes free
     from the white linen towel hung over the steward's arm.

     It happens instantly.  FOUR SHOTS and the goons are dead.

     Leevio screams.

                             LEEVIO
               Don't!

     A FIFTH, SIXTH and SEVENTH SHOT.

     Leevio's body falls forward and softly thuds on the table.

     Bain whips around drawing a small SEMI-AUTOMATIC WEAPON
     from his belt expecting an attack.

     Facing the screaming crowd, he begins to SHOOT anyone who
     moves or stands, men or women.

     There is chaos in the restaurant.  People scream, falling
     to the ground, scrambling under tables.

     Bain is sweating, his eyes shifting wildly from one end of
     the room to the other.

     The restaurant falls quiet except for several people who
     are sobbing.

     He moves through the room, watching, searching.

                             BAIN
               Don't anybody move.  You move,
               you're dead.

     He passes the table Rath was sitting at, but it is empty.

                             BAIN
               Come on, you chicken shit
               motherfucker.  I know you're here.
               Let's go.


     EXT. CONCRETE PARKING GARAGE

     Across the street from Trattoria Roma, Rath jacks together
     a German assault rifle with night scope.


     INT. TRATTORIA ROMA

     Bain looks out the window at the dark street.

     He turns and searches through the people huddled on the
     floor.  He aims his gun.

                             BAIN
               You!  Get up!

     A quivering wine steward stands.

     He points to another.

                             BAIN
               You, too!  Up!


     EXT. PARKING GARAGE

     THROUGH the NIGHT SCOPE we see the front door to the
     restaurant open and a group of wine stewards clumped
     together slowly back out.


     INT. TRATTORIA ROMA

     Bain is second from the end, both guns aimed at the
     stewards.

     One of them begins to cry.

                             BAIN
               Not yet.  Don't move or you're
               fucking dead.


     INT. PARKING GARAGE

     Rath moves the scope back and forth, unable to pick out
     the assassin.

                             RATH
               Shit.  Just do them all.  All of
               them.  Shit.

     He can't pull the trigger.


     EXT. TRATTORIA STOREFRONT

     The group moves toward the street.

                             BAIN
               Now run!

     Like dogs out of the gate, they bolt.


     INT. PARKING GARAGE

     Rath watches as they scatter, finding Bain in his scope.


     EXT. STREET

     A chunk of BRICK EXPLODES from the wall just behind Bain's
     head as he drops behind the row of parked cars along the
     curb.  He laughs.  We get the idea that Bain is enjoying
     this.


     INT. PARKING GARAGE

     Rath looks over his scope, talking to himself.  He is
     sweating.

                             RATH
               Shit.  What are you doing, old man?
               You're too fucking slow.

     He looks back into the scope and begins scanning the line
     of cars.

                              RATH
               Okay.  Which one?  Which one is
               yours?


     EXT. CITY STREET

     Bain is crawling alongside the tightly parked cars,
     staying low and out of sight.

     He works his way up to a black Mercedes that is parked
     illegally next to a fire hydrant and takes out his keys.
     He hits the remote unlocking the doors.


     INT. PARKING GARAGE

     Rath finds the fire hydrant in his scope, almost obscured
     by the parked Mercedes.

                             RATH
               Amateur.

     He takes aim.


     EXT. CITY STREET

     Just as Bain starts to open the door, the front TIRE
     EXPLODES.  Another second, the back TIRE EXPLODES.

                             BAIN
               Fuck!


     INT. PARKING GARAGE

     Rath waits, steely calm, his finger on the trigger.

                             RATH
               Your move.


     EXT. CITY STREET

     Bain hears the growing wail of POLICE SIRENS.  Thinking
     for a moment, he opens the car door and pulls a long
     handled switchblade and a roll of electrician's tape from
     the glove compartment.


     INT. PARKING GARAGE

     Rath sees the car light go on, but can't make out what
     Bain is doing.  The SIRENS are GETTING LOUDER.  There's a
     lot of them.


     EXT. CITY STREET

     Bain finishes taping the knife to his forearm and rolls
     his shirt sleeve down.  From his pocket he takes out a
     Gameboy and begins playing "Tetris."


     INT. PARKING GARAGE

     Rath watches as the police cars come racing down the
     street.


     EXT. CITY STREET

     The CARS SCREECH to a halt in front of the restaurant.
     The COPS jump out, drawing their weapons.

     Bain throws his guns down, raising his hands in the air.

                             BAIN
               Don't shoot!  Don't shoot!  I give
               up!

     More CARS come SCREECHING up as the two officers hold
     their beads on Bain.

                             COP
               Hit the ground!  Face down!  Spread
               your legs!

     Bain follows the orders as the second cop edges up to him,
     frisking him.  In this position the Cop is unable to find
     the knife strapped to Bain's forearm, but finds the
     Gameboy.

                             BAIN
               Hey, don't touch that!

                             COP
               Shut up!

     The Cop twists Bain's arms behind his back, handcuffing
     him tightly.

     They drag him to his feet, a swarm of police and
     paramedics in the street.


     INT. PARKING GARAGE

     Rath holds them in his cross hairs as they move to the
     police car, but is unable to get a clean shot.  Bain is
     using the cops for cover, keeping his head low.

                             RATH
               Son of a bitch.

     The Cops shove Bain into the back seat.

     Rath very quickly walks to his car, tossing his gun into
     the trunk.  He gets in and STARTS the ENGINE.


     INT. PATROL CAR

     The two Officers are outside the car talking with the
     sergeant.

     Bain, laying low beneath the windows, peeks up at the
     shadowy parking garage.  He smiles.

     The two Policemen get in the car, the second picking up
     the radio.  The driver GUNS the ENGINE and the black and
     white RUMBLES down the street.

                             COP #2
               This is 181, returning with suspect
               involved in multiple shooting at
               Trattoria Roma.  Repeat, en route
               with suspect.

     He hangs up the radio and looks back at Bain through the
     metal caging.

                             COP #2
               Jesus Christ, do you know who you
               shot in there?

     Bain almost laughs.

                             COP #2
               What are you?  Some kind of a
               hitman?

     Bain looks out the window.

                             COP #2
               You know what we call guys like you?

     Bain looks at him.

                             COP #2
               Sizzle lean.  They're gonna fry your
               ass.

     He laughs at his own joke, looking at his partner, who
     chuckles.


     EXT. CITY STREET

     Rath's car races down the street trying to catch up with
     the patrol car.


     INT. PATROL CAR

     Bain stares out the window, silent.

     Behind his back, he takes hold of his left thumb with his
     right hand.

     The Cop is playing with the Gameboy.

     With a quick jerk, he yanks the thumb out of its socket.
     His expression remains perfectly blank.

     The thumb hangs unnaturally from the hand.  The skin
     stretches strangely as he pulls the metal cuff from his
     wrist.

     The Cop turns as the SWITCHBLADE CLICKS and Bain sticks
     the knife through the wire mesh, into the cop's eye.  A
     font of blood arcs onto the windshield.

     Grabbing hold of the driver's shirt collar, Bain jabs the
     blade into the back of his neck.

     The driver screams trying to pull free of Bain's grip.

     He slams on the brakes, groping for his gun and the CAR
     SKIDS out of control.

     Bain stabs the Cop again, his GUN FIRING WILDLY as --

     The patrol car starts to flip and roll.


     INT. RATH'S CAR

     Rath turns as he hears an EXPLOSION, several blocks away.
     The TIRES SQUEAL as he makes a hard right.


     EXT. STREET

     Orange flames lick up from the belly of the overturned
     patrol car.  Oil black clouds billow into the night sky.

     Rath's car cruises past.

     Rath sees the back seat window shattered, kicked out.

     Bain is gone.

                             RATH
               I'm not done yet.


     EXT. CITY STREET INTERSECTION

     A brand new cab is sitting at a red light.

     The cabby looks into the rearview mirror, as a pair of
     headlights roll up behind him.  The car gets closer, the
     lights brighter; they don't stop.

     He shrieks as the CAR SMASHES INTO HIS, TEARING OFF HIS
     BUMPER.

     The cabby jumps out, rattling off a string of obscenities.

     Rath gets out of the white car, starting to apologize, as
     the cabby moves toward him.

     When he's close enough, Rath decks him, knocking him
     unconscious.

     He picks him up and puts him in the white car.

     Rath then gets in the cab and when the light changes to
     green, he drives off.


     INT. CAB

     Rath circles the area, turning up the cab's CB.

     A couple of CALLS CRACKLE through the speaker, before he
     hears what he's waiting for; an airport fare in this area.
     At the intersection of Adams and Nine.

     He picks up the mike.

                              RATH
               This is 1242.  I got it.


     EXT. ADAMS AND NINE

     It is a deserted intersection.  The buildings are dark and
     some of the street lights are out.

     The cab sits by itself, ENGINE RUNNING, its taillights
     glowing through the exhaust.


     INT. CAB

     Rath holds his gun cocked beneath his coat.  His other
     hand grips the door handle.

     As he waits, watching the intersection, he notices the
     cabby's ID pinned to the dashboard.

     Leaving the gun in his jacket, he reaches for the ID card.

     He rips it from the dash and as he drops it under the
     seat, the door behind him opens.  Someone gets in and
     closes the door.  Rath peers into the rearview mirror.

     It is Bain.

     For the first time we realize that the front and back of
     the cab is separated by an inch of bullet proof glass.

     There is an awkward silence as Rath sits, unsure.

     Bain looks at him.

                             BAIN
               Is there a problem?

                             RATH
               No.  No problem.  The airport,
               right?

                             BAIN
               Right.

     The cab pulls out of the intersection.


     INT. CAB

     Rath studies Bain.  There is a thin line of blood down his
     temple.  Bain is oblivious to it and pulls out his
     Gameboy, resuming his game of Tetris.

                             RATH
               How'd you cut yourself?

     Their voices are distorted through the small electric
     amplifier set in the bullet proof glass near the metal
     money exchanger.

     Bain touches the blood on his forehead, looking at it a
     bit surprised.

                             BAIN
               Oh?  Working.  A little accident.

     He wipes it off as best he can.

                             RATH
               You a waiter?  You look like a
               waiter.

     Bain is uninterested.

                             BAIN
               Yeah.  Yeah, I'm a waiter.

                             RATH
               Where?

                             BAIN
               What?

                             RATH
               What restaurant?

                             BAIN
               Uh, Fontella's

                             RATH
               So you're from around here?

                             BAIN
               No.  No I'm not.

     Bain is getting agitated.

                             RATH
               Where you from?

                             BAIN
               What is this?

                             RATH
               Not too good at small talk, eh?

                             BAIN
               Look, I'm real tired and I'm not
               interested in fucking chit-chat.

                             RATH
               I know just what you mean.  I'm
               pretty beat myself.

     Silence.

                             RATH
               Since you looked like a waiter, I
               had to ask what restaurant because
               of what happened at the Trattoria
               Roma.

     Bain looks up.

                             BAIN
               Why?  What happened?

                             RATH
               Didn't you here all them sirens?
               It's been all over the radio.  Some
               guy shot Leevio Valli, and a bunch
               of bystanders, in the Trattoria
               Roma.

                             BAIN
               No shit.

                             RATH
               Yeah, it's terrible.  I mean Valli,
               and I don't care what office he's
               running for, the guy's a crook.  He
               probably had it coming, but all the
               other people.  Real sad.

                             BAIN
               Yeah.

                             RATH
               But they caught the guy.  I heard it
               all.  Sounded like he just went
               berserk, fucking loco.  Shooting
               anybody.  Drugs, probably.

                             BAIN
               Probably.

                             RATH
               I'd love to sit in that jury.  Send
               that S.O.B. right to the chair.

     Bain allows himself a bemused smile.

                             BAIN
               Sizzle lean.

     The cab passes the intersection for the airport.

     Bain sits up.

                             BAIN
               What are you doing?

                             RATH
               What?

                             BAIN
               That was Peterson back there.  That
               goes to the expressway for the
               airport.

                             RATH
               You're right.  Talking too much
               again.

                             BAIN
               Yeah well, you just blew your tip,
               pal.

                             RATH
               What?  You think I'm running you up?

                             BAIN
               Just do your job.

     Rath pulls over and slaps the cab in park.

                             BAIN
               What are you doing?

                             RATH
               Get out.  You think I'm running you
               up?  Get out.

                             BAIN
               You can't --

                             RATH
               The hell I can't.  It's my cab.  I
               don't like you.  So, get the hell
               out!

     Bain can't figure out what is wrong, when he sees the
     dashboard and the missing ID.

     Their eyes meet in the rearview mirror.

                             BAIN
               Holy fucking shit!

     The cab rocks as both men move.  Instantly guns fill their
     hands.  Bain ripping out a .357 lifted from one of the
     dead cops.  Rath rolls to the side whipping the gun free
     from his jacket.

     Bain throws open the door, about to run, but stops.  He
     looks at Rath.  He wants him to run.  Anyone who moves
     away from the bullet proof glass is dead.

     Both men are silent, each holding the other in their gun
     sights.

     Bain blinks, sweat forming on his lip.

                             BAIN
               I get out, you got me.

     Bain reaches over and closes the door.  He smiles knowing
     it is the right move.

                             BAIN
               Now what?

     Rath calmly uncocks his gun.

                             RATH
               We're both going to the airport.

     Bain nods.

                             RATH
               Sit back.  Put your seatbelt on.

                             BAIN
               No fucking way.

                             RATH
               Okay, don't.

     Bain thinks.

                             RATH
               If either of us fucks around, the
               other can blow the fuel line.

     He points his gun at the floor where the fuel line runs.

     Bain sits back, aiming his gun, watching Rath.

     Rath eases back into the driver's seat, also holding his
     gun on the fuel line.

     He puts the car into drive and slides back into traffic,
     turning back towards Peterson.

     They sit in silence, studying each other, when they hit
     the expressway.  Bain can't contain himself, giddy on
     adrenaline.

                             BAIN
               Jesus -- I'm being driven to the
               airport by Robert Rath.

     He laughs.

                             BAIN
               I can't believe this.  You rolled
               some cabby for the radio, then
               waited for an airport fare.

     He laughs again.

                             BAIN
               Boy, that's fucking genius.  You're
               a fucking genius.  Then you're just
               sitting there, bullshitting with me.
               Man, no way I coulda done that!

                             RATH
               What's your name?  We both know it's
               not Nicholai.

                             BAIN
               Holy shit!  Robert Rath wants to
               know my name.

     He leans back.  This is a big moment for him.

                             BAIN
               Bain.  Michael Bain.

                             RATH
               How long have you been freelance?

                             BAIN
               Two years.  Two long fucking years.

     Something occurs to him and he leans close to the window.

                             BAIN
               Hey.  What I don't get was why
               didn't you take the shot inside the
               restaurant?  I mean you had me, a
               free shot.  That's what I would have
               done.

                             RATH
               It's just a shoot-out then.  Sixty-
               forty, at best.  Not my odds.

                             BAIN
               Sounds like chickenshit --

     He laughs hard.

                             BAIN
               Listen to me calling you
               chickenshit!

     He stops laughing and looks closely at the back of Rath's
     head.

                             BAIN
               Is that a wig?  Shit, I hate wigs!
               Wigs are the worst part of this job.
               I'd rather dye my hair than wear a
               wig.

     Rath studies him.

                             RATH
               You're wearing a wig now.

     Bain chokes on his laugh.

                             BAIN
               God damn are you good.  Everyone
               says you're so fucking good.  I just
               can't believe I'm still alive.  If I
               believed in God, I'd be down on my
               knees.  Right now -- Hey, how come
               you just didn't plug us all when we
               came through the door?

     Rath does not answer.  Bain smiles.  He knows something
     about Rath now; he doesn't like killing innocent people.

                             BAIN
               Shit if I was you, back there --

     He holds his gun up to the bulletproof glass behind Rath's
     head.

                             BAIN
               Game over.

     He laughs.

                             BAIN
               Do you mind if I ask you a couple of
               business questions?  You know I was
               wondering how much you bid this job
               at?

     Rath says nothing.

                             BAIN
               You don't have to tell me that.
               It's just, I know my bid was low,
               but was it too low?  I mean, did I
               seem like an amateur, like I didn't
               know what I was doing?

                             RATH
               We both know what you were doing.

     Bain moves close to the glass again, checking out Rath's
     gun.

                             BAIN
               Smith and Wesson .22 with an eight
               inch silencer.  Classic.  When I
               first heard you used that, I
               thought, shit, that's a lady's gun.
               Now, it's all I use.  Clean, real
               clean.

     He looks at the gun, still trained at the floor.

                             BAIN
               Would you really blow us?

     Rath does not have to answer.

                             BAIN
               Oh!  I got a question.  Jesus, this
               has been driving me crazy for years
               -- shit, listen to me.  I sound like
               some fucking fanboy.  I'm sorry, but
               I just got to ask you.  Everybody
               talks about how you left the Agency
               and got into the business and then
               how you went after the Russian,
               Nicholai Talinkov --

                             RATH
               Tachlinkov.

                             BAIN
               Yeah, that's it.  And he's like a
               fucking genius.  They said he shaded
               you over and over.  And in the end,
               he aced you again.  Shaded and
               faded.  They say he's living on some
               Greek island, but I say that's
               fucking bullshit.  I say you're the
               best and that you planted his ass.
               Am I right?

     Rath says nothing.

                             BAIN
               I bet I'm right.

     The car passes under a sign indicating the ramp for the
     Cleveland airport.

                             BAIN
               Robert Bain, driving me!  Jesus
               fucking Christ!

                             RATH
               After those cops, you'll never be
               able to come back to Cleveland.

                             BAIN
               Who the fuck cares about Cleveland.
               Cleveland blows.  What kind of marks
               have they got here?  Greasy mobster,
               teamster or some hand job
               politician.  I want the money marks.
               I want the marks that you get.

     A long beat of silence.

     The CAB RUMBLES up onto the "departures" ramp which
     circles past all of the terminals.

                             BAIN
               So what happens now?

                             RATH
               We go around once.

                             BAIN
               Bullshit.

     He throws off his seatbelt.

                             BAIN
               You tell me that we're gonna go
               around once, then, while I'm
               checking out the lay of the land,
               you bail out and send me flying over
               the bridge.  Right?  Am I right?

     Rath doesn't answer, studying the terminals, noting the
     police and airport security.

     Rath studies the terrain.  Bain studies Rath.

     Soon they have passed the entire airport.  Rath nods.
     Steering the car through traffic in onto a circle
     interchange that will bring them to the beginning.

     Bain wipes the sweat from his face.

                             RATH
               Okay.

                             BAIN
               What?  What's okay?

     Rath begins to accelerate, rounding the interchange.

                             BAIN
               What are you doing?

                             RATH
               There's a sand barricade up ahead;
               I'm going to ram this cab into it.
               The cab has an airbag, odds are good
               I'll survive.  But with this steel
               casing and bullet proof glass, odds
               for you are not so good.

     Bain laughs.

                             BAIN
               Oh man, that's sweet.  That's
               fucking sweet.

     The speedometer continues to climb.

                             BAIN
               You're bluffing.

     Rath says nothing.  Ahead, at the ramp to the terminals,
     is the sand barricade.

                             BAIN
               You're fucking with me.  You want me
               to jump.  I jump, you hit the brakes
               and bang -- Game over.

     The cab is flying at its target.

                             BAIN
               No, no.  Wait.  You don't want me to
               jump.  You're going to jump.  I'm
               stuck back here until it's too late.
               Wham -- over!

                             RATH
               I know you're going to jump.

     Bain looks at him and then at the barricade.

                             RATH
               You're still young.  Young enough to
               still think you're indestructible.
               Invincible.  You believe with utter
               certainty you can bail out at the
               last second and survive.

     The barricade hurtles toward them, rising up, filling the
     windshield.

                             RATH
               If you do survive, we'll see each
               other again.

     Bain screams, throwing open the door and hurling himself
     out.

     Rath jams on the brakes, TIRES SCREAMING, steering into
     the steel side rail, banking the car into the drums of
     sand as --

     Bain hits the pavement, bouncing like a stone skipped
     across water.

     A driver hits his brakes, swerving, just missing him.

     SAND EXPLODES from the impact and the cab bounces up over
     the median into the bus-only lanes as the driver's airbag
     balloons out of the steering wheel.

     Bain rolls and rolls, finally stopping sprawled out like a
     piece of roadkill.

     The cab careens up onto a curb, slamming into a pole, the
     radiator spitting out a cloud of WHISTLING STEAM.

     Several cars lock up and collide to avoid Bain; one car
     stopping inches from him.  A woman jumps out, rushing to
     the front of the car, but Bain is gone.

     Police CARS ROAR up into the midst of the accident.  One
     of them pulling alongside the demolished cab.  The door is
     open, the airbag popped.  Rath is gone.


     EXT. APARTMENT BUILDING - DAY

     A large six flat leans out from a hill in San Francisco.


     INT. ELECTRA'S APARTMENT - DAY

     The apartment is always dark; heavy drapes cover the
     windows.

     The dining and living rooms look like the control booth of
     a network television show, stacks of video monitors and
     consoles, cables, electric wiring, coils of fiber optic
     cord duct-taped to the floors, walls and ceilings.  They
     snake through holes punched in the plaster walls and hang
     everywhere like some technological jungle.

     At the center of this tangled web is ELECTRA, a beautiful
     athletic looking woman wearing only her underwear and a
     worn robe.  She is curled up in an overstuffed chair, a
     bowl of popcorn in her lap.

     On the monitors, she is watching what at first might be
     mistaken for a soap opera; a young couple are having an
     argument.

     What is strange is that the angle never changes; a fish-
     eye lens staring down into the room.

                             MAN (V.O.)
               I don't give a shit what your mother
               thinks.  I'm not sleeping with your
               mother, I'm sleeping with you.

                             WOMAN (V.O.)
               You won't be for long, with that
               attitude.

                             MAN (V.O.)
               Jesus, Jennifer, if you're so god
               damned worried about your mother's
               approval, why don't you move back
               home so she can pat you on the head
               when you do something right.

                             ELECTRA
               Jerk.

     Jennifer is too stunned to say anything.  There is a long
     pause that is not at all like television.  It seems very
     real.

     She starts to say something, but stops, trying to keep
     herself from crying.

                             MAN (V.O.)
               Oh good.  Go ahead and cry.

                             JENNIFER (WOMAN) (V.O.)
               Would you please leave?

     Electra lifts her head, smelling the air.

                             ELECTRA
               Mmm, smell that, Nikita?

     Nikita, Electra's black cat, is stretched lazily across
     the top of a chair, her tail twitching absently.  Every
     corner of the chair has been clawed open.

     Electra reaches for the control board and throws a series
     of switches.

     The monitors flicker as the image changes.  We are now
     looking down into a kitchen.  A stove is beneath us,
     almost like a cooking show, where a round woman is taking
     out a tray of chocolate chip cookies.

     Electra smells them again, smiling as she inhales.

                             ELECTRA
               I hope she saves some for us.

     There is a BANG, a DOOR SLAMMING in another apartment, and
     a MAN YELLING.

     Electra switches back to Jennifer's apartment.

     The man is still in the living room, but Jennifer is gone.

                             MAN (V.O.)
               Do you think slamming doors is going
               to help work this out?

     Electra punches a command into a keyboard.  Several of the
     screens change, showing different rooms of the same
     apartment.  Jennifer is in the bedroom, lying on the bed
     sobbing, her face buried in a pillow.

                             MAN (V.O.)
               I can slam doors too!

     We hear the front DOOR SLAM in the hall outside of
     Electra's apartment and through the monitor speakers.  His
     stomping FOOTSTEPS FADE as he storms down the hall and
     staircase out of the building.

     Electra switches all of the screens to Jennifer.

     She watches and listens to her cry alone in her bedroom.

     Electra reaches out; her fingers lightly touch the monitor
     screen.


     INT. APARTMENT HALL

     Electra's front door opens slowly.  Timidly, she steps out
     of her apartment and walks down the hall until she is
     standing in front of Jennifer's door.

     She starts to knock, but stops herself.  She isn't sure
     she should do this.

     She paces, then turns to the door.

     She knocks, so softly it's almost impossible to hear.

     She stands, trying to force herself to knock again, when
     she hears Jennifer.

                             JENNIFER (O.S.)
               Hello?  Ken, is that you?

     Electra panics.

     The door knob turns, the door opens and JENNIFER looks out
     into the hall.  It is empty.


     INT. ELECTRA'S APARTMENT

     On the monitors, Electra watches Jennifer pick up the
     phone.

                             JENNIFER (V.O.)
               Hi, Mom, it's me.  Ken and I just
               had a big fight.

     Electra's PAGER suddenly SOUNDS.  She shuts down the
     screens and pulls out the pager, checking the number.

                             ELECTRA
               Crap.


     INT. ELECTRA'S APARTMENT

     There is a system set up that is not unlike Rath's system;
     all of the same components, though the equipment is
     bigger, more powerful and less portable.

     On a table there is a bank of phones, several cellular.
     Electra is talking on one.

                             WOMAN (V.O.)
               Electra, they are not paying you to
               sit at home and watch television.

     Electra is fiddling with five plastic computer disks; each
     has a MicroCell trademark and is labeled "Back-Up."

                             ELECTRA
               I wasn't watching television.

                             WOMAN (V.O.)
               The point is, they are paying for
               information.  Real information.  Not
               tooth paste brands.  Not whether he
               wads of folds his toilet paper.  And
               no 16 hours of recorded phone sex.
               You are wasting everyone's time with
               this shit.

                             ELECTRA
               I thought it was interesting --

                             WOMAN (V.O.)
               God damnit, Electra.  This is not a
               game.  This is business.

                             ELECTRA
               Right.  In my hands I have five
               back-up disks he made of all of his
               work last night.

                             WOMAN (V.O.)
               Jesus!  Why didn't you tell me?

                             ELECTRA
               I'll make my usual arrangements and
               expect my usual bonus.

                             WOMAN (V.O.)
               Electra --

                             ELECTRA
               A pleasure doing business with you.

     She hangs up.


     INT. LOBBY

     Electra comes down the stairs.

     Outside the large glass door she sees KEN, Jennifer's
     boyfriend, leaving.

     On the lobby floor is a letter, apparently slipped under
     the door, addressed to Jennifer Morgan.

     Electra looks out the front door window, making sure that
     Ken is gone.

     She picks up the letter and stuffs it into her pocket.


     INT. HOTEL SUITE - NIGHT

     Rath is at his computer system.

     He is staring at it, like it is a living thing, a person
     that he despises, the blank screen reflecting his own
     face.  It is an effort to bring himself to touch the
     keyboard, to type in his code.

     He waits.

                             CONTRACTOR/SCREEN
               Hello, Robert.

     Rath wants to type something but hesitates.

                             CONTRACTOR/SCREEN
               I know what happened.

                             RATH
               I bet you fucking know!

                             CONTRACTOR/SCREEN
               It cost us.

     Rath jumps out of his chair, screaming at the screen.

                             RATH
               I give a fuck?  I'm done!  I quit!
               Do you fucking hear me!  I'm fucking
               gone!

                             CONTRACTOR/SCREEN
               He stole another contract.

     Rath turns from the monitor, pacing.  Trying to collect
     himself.

                             RATH
               I'm being set up.  Fucking set up!

     He looks at the chess board.  He hovers over it, the
     pattern completely familiar.

                             RATH
               Is this how it went, Nick?

                             CONTRACTOR/SCREEN
               Robert?  Robert?

     Rath turns back to the screen, speaking as he types.

                             RATH/SCREEN
               How did he know?

                             CONTRACTOR/SCREEN
               Know what?

                             RATH/SCREEN
               The fucking contract!  How in the
               fuck did he know.

     A long beat.

                             CONTRACTOR/SCREEN
               Such language in front of a lady.

     Rath still talking and typing.

                             RATH/SCREEN
               I don't know what the fuck you are.

                             CONTRACTOR/SCREEN
               I know.  It was a joke.

     Rath stands, no longer typing.

                             RATH
               A joke?  A joke?

     Rath takes out his gun and levels it at the face of the
     screen.

                             RATH
               You think this is a fucking joke?

                             CONTRACTOR/SCREEN
               $1,000,000.

     Rath looks at the number.

                             CONTRACTOR/SCREEN
               That's the bonus on the contract.

     Rath puts the gun down.

                             RATH/SCREEN
               Deadline?

                             CONTRACTOR/SCREEN
               Tomorrow.  The buyer is Japanese.
               His retirement a condition of the
               bonus.

     The FAX MACHINE COMES TO LIFE, printing an inky image.

                             RATH/SCREEN
               Who is the mark?

                             CONTRACTOR/SCREEN
               Freelancer.  A woman.  Surveillance
               specialist.

                             RATH
               A player?

                             CONTRACTOR/SCREEN
               We have an M.O... Her system is
               protected by her 'pussy virus.'

     Rath looks at the fax; almost entirely black except for
     the wide, slit-iris cat eyes.


     EXT. SAN FRANCISCO AIRPORT - DAY

     There is a SCREECH and BLAST of ENGINES as a 747 touches
     down, heat rising off the tarmac.


     INT. SAN FRANCISCO AIRPORT - DAY

     Several passengers walk through the gate into the
     terminal.

     Across from the gate, Rath sits in a grungy airport
     cafeteria, reading a folded paper.

     He is wearing an airport security uniform, a gun holstered
     to his side.

     Taped inside the newspaper is a faxed Interpol photograph
     of a Japanese man wanted for "industrial espionage."

     At the gate, five Japanese men emerge.  Leading the group
     is the man in Rath's photo.  The other four are obviously
     muscle.

     Rath watches as they walk down the crowded terminal hall.
     When they are almost out of sight, he folds his newspaper
     and begins to follow.

     His pace and manner is that of a cautious predator.  His
     focus shifts continually from face to face, expecting to
     find Bain's.

     His hand hovers near his gun.

     Ahead of him a thin young man, wearing a long blue trench
     coat, stops.  Rath cannot see his face.

     The man starts toward a drinking fountain.

     Rath catches a glimpse of his face.  It could be Bain, but
     he isn't sure.

     The young man bends over and slurps at the stream of
     water.  He rises into the barrel of Rath's .22.

     A mouthful of water coughs from his mouth.

     It is not Bain and in the next instant, the gun is gone.

                             RATH
               Sorry.  My mistake.

     Rath continues.  They young man is unable to move.


     EXT. SAN FRANCISCO AIRPORT - DAY

     The five men stride through the automated terminal doors
     and towards a waiting limousine.

     Further down, Rath, now wearing a black T-shirt and jeans,
     exits and hails a cab.


     INT. CAB

                             RATH
               Hi.  Up ahead my boss is in that
               black limo.  We're not sure which
               hotel we're at, so could you just
               follow them?

                             CABBY
               Sure.

     Rath sits back studying the faces exiting the terminal as
     the cab pulls away.


     INT. LIMOUSINE

     The five men sit in silence.  Strangely, a PHONE begins to
     RING.

     The older man, whose name is AKIRA, opens his briefcase,
     removing a cellular phone.

                             AKIRA
               Hello?

     We hear Electra's voice.  She speaks in Japanese; he uses
     English.

                             ELECTRA (V.O.)
               I trust your flight was comfortable?

                             AKIRA
               Your Japanese is excellent.

                             ELECTRA (V.O.)
               Tell the driver:  the Hyatt Hotel.


     INT. HOTEL ROOM - DAY

     Electra is pacing, talking into the cellular phone.

                             ELECTRA
               I'll call you again in twenty
               minutes.

     She punches a button and shoves the antennae down.

     The hotel room looks like her apartment.  There is a
     computer and a series of monitors stacked on top of the
     wood laminate desk.  Cables whip and wind across the
     carpeted floor to the central air duct.

     The panel has been removed and intertwined black and gray
     coaxial run up inside the duct.

     Immediately, Electra is busy finishing her preparations.
     She snaps in several power cords and the system comes on-
     line.

     On the monitor screen, we see an empty hotel room that
     looks exactly like the one she is in.


     INT. CAB

     Rath stares out the window, watching the surrounding
     traffic, the limo still in sight.

     Something occurs to him and he looks down at the folded
     newspaper where he had hid the contract file.

     He flips past several documents before finding what he's
     looking for; the cat.

     He pulls the dark fax of Nikita and stares at it.


     INT. HOTEL ROOM

     Laying on the bed, in a patch of sunlight, Nikita watches
     Electra rush about.

     Electra grabs the sheet from under the comforter and yanks
     it out.

                             ELECTRA
               Excuse me, your Highness.

     Nikita casually walks off the bed.

     Electra takes the sheet to the open duct and tears off a
     long piece of duct-tape.


     EXT. HYATT HOTEL

     The limousine pulls up in the lavish circular driveway.

     The cab pulls in behind it.


     INT. HOTEL ROOM

     Electra checks her watch and picks up the cellular phone.


     INT. HYATT LOBBY

     The Japanese men stand in a cluster looking very rigid and
     uncomfortable.

     The BRIEFCASE RINGS.


     INT. HOTEL ROOM

     Electra is pacing again.

                             ELECTRA
               Room 1414.


     INT. HYATT LOBBY

     With several other guests, the Japanese men crowd into an
     elevator.  The doors close.

     Across the lobby, Rath enters, walking past the elevators.


     INT. ELEVATOR

     As the elevator rises, we begin to hear a SOUND, a
     familiar sound.

     Cramped in the corner is Bain.  He is PLAYING "TETRIS,"
     wearing dark sunglasses and a WALKMAN PUMPING SPEED METAL
     into his ears.


     INT. HOTEL ROOM

     Electra continues to pace, checking the monitors.


     INT. ROOM SERVICE KITCHEN

     At the switchboard, a YOUNG HOTEL EMPLOYEE wearing an
     operator's headset, takes a late breakfast order, typing
     the order in the hotel computer.

                             YOUNG MAN (YOUNG HOTEL EMPLOYEE)
               Yes, sir.  That'll be up in about
               thirty minutes.  You're welcome.

     He turns around and Rath is right behind him.


     INT. ELEVATOR

     The fourteenth floor; the BELL CHIMES, the doors slide
     open and the clump of Japanese men get out.

     Just as the doors begin to close, Bain steps out.


     INT. HALL

     Bain follows them down the hall, still PLAYING the GAME.
     There is again an ominous sense of predator moving in on
     its prey.

     As Akira finds 1414 and opens the door, another door burst
     open, a large family, heading for the pool.

     The moment is gone; the Japanese men close the door and
     Bain continues down the hall again, PLAYING the GAME.


     INT. HOTEL SUITE

     When the Japanese men enter the suite, we realize that
     this is the image on Electra's monitors.  Surveillance
     camcorders and microphones are mounted in various
     locations to display every inch of the room.  The group
     hesitates for a moment, under the electronic eyes.

     The four goons have their hands in their jackets.

     A small LAPTOP COMPUTER sits on the coffee table HUMMING
     SOFTLY.  It is the only noise in the room until a speaker
     crackles.

                             ELECTRA/SPEAKER (V.O.)
               Good morning, gentlemen.  I
               apologize for the arrangement, but
               we all know those aren't business
               cards you're reaching for.  If
               anyone leaves this room, the deal's
               off.


     INT. ROOM SERVICE KITCHEN

     The operator is unconscious, slumped in the corner.

     Rath studies the hotel computer screen intently, the
     information rolling by.

     We see that it is the previous night's room service
     receipts.

                             RATH
               One vegetarian plate and a can of
               tuna fish.  Room 1014.


     INT. HOTEL ROOM

     Electra stands in front of the monitors watching the men
     as she speaks into the microphone.

                             ELECTRA
               Ten thousand dollars per disk.
               Insert the first disk now.

     On the monitor, we see Akira at the coffee table shove the
     first disk into the laptop disk drive.


     INT. HOTEL SUITE

     Akira turns from the small computer screen and nods at a
     goon, who drops a green brick of bound one hundred dollar
     bills, down the central air duct.

     The little clock on the laptop ticks away as it copies.


     INT. HYATT HALL

     Bain is sitting on a bench entrenched in a fevered game of
     "TETRIS."

     Suddenly, he stops.

                             BAIN
               Yes!

     The display of the game reads "Game Over" and
     congratulates Bain on a new high score.

     Bain stands, smiling.  He puts the game in his pocket and
     starts down the hall.


     INT. HOTEL ROOM

     Electra is crouched at the open duct, grabbing another
     stack of money, stuffing it into her bag.

     A LOUD BANG EXPLODES out of the SPEAKERS and she looks up
     at the monitor.


     INT. HOTEL SUITE

     The lock on the door has been broken and standing in the
     frame is Bain.

                             BAIN
               Surprise!

     He raises his arm, his GUN spitting SILENT BULLETS.


     INT. HOTEL ROOM

     Electra stares in horror at the monitors as Bain grabs the
     nearest bodyguard, FIRING a SHOT into his belly.

                             ELECTRA
               Oh, God.


     INT. HOTEL SUITE

     Another SHOT and the second bodyguard falls.  The other
     two draw their handguns and Bain shields himself with the
     lifeless body of his first victim.

     They FIRE at Bain but are unable to hit him.

     Bain squeezes off TWO MORE SHOTS and the two men fall
     dead.  He lets his human shield fall to the ground and
     levels his gun on the shaking Akira.

                             AKIRA
               Don't kill me.

     Bain looks at him and smiles, then FIRES.


     INT. HOTEL ROOM

     Electra leaps at the computer, ripping the cord from the
     modem.

     Bain sees the fiber optic cable and looks right into it.

                             BAIN (V.O.)
               Tricky.  Boy, you just can't trust
               anyone these days.

     He licks the lens, leaving a smear of saliva.

     She stuffs the disks into her bag.  She puts Nikita in her
     "travel kitty" and charges for the door, grabbing her
     coat.

     Flinging it over her shoulder, she does not notice the
     letter from Ken slip out of her pocket as she bolts from
     the room.


     INT. HALL

     Electra explodes through the door and suddenly freezes.
     She is staring down the barrel of Rath's .22.

                             RATH
               Don't be stupid and you will live.

     The elevator behind Rath opens and closes against a hotel
     lobby ashtray.  He waves her into the elevator with his
     gun.

                             RATH
               Hurry.


     EXT. HYATT HOTEL - DAY

     Electra's black CAR ROARS out of the garage, onto the open
     street.


     INT. HYATT HOTEL - DAY

     The door swings open.  From the hall we can hear the
     familiar BEEPING of the COMPUTER GAME.  The room, 1014, is
     the same as Electra had left it when she ran out.

     Jutting from a shadow on the floor is the corner of Ken's
     letter.


     INT. ELECTRA'S CAR

     Electra drives, obviously nervous, as Rath watches out the
     rear window.

                             RATH
               Turn here.

     No one follows.  He turns back to her.

                             RATH
               How many bodies were there?

     He checks his watch.

                             ELECTRA
               What?

                             RATH
               He has to clean up.  How many bodies
               were there?

                             ELECTRA
               Um, five.

                             RATH
               One hour per man.

     Rath sets the timer on his watch for five hours.


     INT. HYATT HOTEL ROOM - DAY

     Bain has returned to room 1414.  Wearing rubber gloves, he
     clicks open a black leather attache and pulls out a can of
     rug cleaner.

     He picks up the phone for room service.

                              BAIN
               Hi.  This is room 1414 --

     Behind him, in the bathroom mirror, we see one of the
     Japanese men hanging from the shower by his feet.  He is
     naked.

                             BAIN
               Yes, could you send up a pot of
               coffee and my friends are going to
               need some more towels.  Thanks.

     He hangs up the phone and walks over to one of the large
     blood stains on the carpet.  He points the rug cleaner at
     the stain covering it with white foam.


     INT. ELECTRA'S CAR

     Rath sees the entrance for the expressway.

                             RATH
               Get on the expressway.

                             ELECTRA
               Where are we going?

     Rath glances back.

                             RATH
               Nowhere yet.

     Electra turns onto the highway and NIKITA HOWLS from the
     "travel kitty" in the back seat.

                             ELECTRA
               Nikita, hush.

     NIKITA wants out and HOWLS again.

                             ELECTRA
               She won't stop unless you let her
               out.

     Rath reaches back and opens the box.  Nikita springs into
     the front seat onto Rath's lap.

                             RATH
               Nikita?  She helped me find you.

                             ELECTRA
               What?  How did you know I had a cat?

                             RATH
               Took a guess.  Lucky for you, I
               guessed right.

                             ELECTRA
               Who the fuck are you?  Who do you
               work for?

                             RATH
               I work for the government.

                             ELECTRA
               Yeah?

     She studies his face, his eyes.

                             ELECTRA
               Bullshit.

                             RATH
               Yeah.

                             ELECTRA
               You're one of them, aren't you?  A
               fucking pro.

                             RATH
               I'm part of the game, just like you.

     Electra pounds the steering wheel.

                             ELECTRA
               Jesus!

     He reaches into the back seat, grabbing her bag.

                             ELECTRA
               What do you think you're doing?

     Rath plucks out the bundles of money.

                             RATH
               Twenty large?  That's all?

                             ELECTRA
               What do you mean, 'that's all'?
               What in the hell do you know?

                             RATH
               The bonus on the contract for you
               was one million dollars.

     Electra seems ready to jump out of her skin.  The
     speedometer is floating around 90.

                             RATH
               Slow down.

     He pulls out the disks.

                             RATH
               I figure that means these are worth
               ten times that, maybe more.

                             ELECTRA
               Ten million --

                             RATH
               Now you understand why I'm here.

     Electra wants to scream.  The speedometer is climbing over
     100.

                             RATH
               I really think you should slow down.


     INT. HOTEL SUITE - NIGHT

     The room is immaculate; near the door, several over-sized
     suitcases line the wall.

     Bain is sitting at the desk.  His WALKMAN is on, MUSIC
     BLASTING, as he flips casually through the telephone
     directory.

     His finger eases down a column stopping at "Morgan
     Jennifer."

     There is a KNOCK at the door.

     He smiles and tears out the page.

     There is another, LOUDER KNOCK which Bain hears this time.
     He TURN OFF the WALKMAN and opens the door; a BELLBOY is
     waiting with a luggage cart.

                             BELLBOY
               Hello, sir.  Have you some luggage
               you need carried.

     Bain gives him a wink and a smile.

                             BAIN
               Indeed I do.


     INT. ELECTRA'S CAR - NIGHT

     The red "low fuel" light is on.

                             ELECTRA
               Now what?

                             RATH
               Turn off the engine.

     Electra twists the ignition and the CAR DIES.  Rath
     glances around and we see the car is parked in a gas
     station.

                             ELECTRA
               You want me to pump?

                             RATH
               No, stay in the car.  I want you to
               understand something.  If I intended
               to kill you, you would already be
               dead.

     Electra says nothing.

     He reaches over and takes the car keys.

     When he is out of the car, Electra slowly releases the
     strangle-hold she had on the steering wheel.

                             ELECTRA
               Okay, Nikita, stay calm, think,
               breathe, think...

     Electra checks the rear view mirror, listening as Rath
     pumps the gas.  Her eyes flash down to her bag.

     Outside, Rath watches Electra through the windows.  She
     appears motionless.

     The electric gas counter races like a stop watch.

     In the car, Electra eases her hand into her bag.

     The tank full, Rath re-hangs the pump.  He walks around
     the car and heads for the station.

     Electra waits until his back is turned.  She pulls her
     tool pouch from her bag, throws it open and finds her wire
     stripper.  Reaching under the dash, she yanks out a
     tangled handful of wire.

     She looks up; Rath is inside paying.

                             ELECTRA
               Come on, come on, it's a cake walk.

     Her fingers fly with surgical precision, snipping,
     stripping, twisting.

     Rath steps out of the station as her head pops up, looking
     for him.  It takes only a second for him to realize what
     she is doing.

                             RATH
               Oh shit.

     He runs at the car as she strips the last set of wires and
     strikes them; the BATTERY GRINDS.

                             ELECTRA
               Please, please.

     He is almost there when the ENGINE FIRES.  She stomps on
     the gas, ramming the shift into drive.

     TIRES SQUEALING, the car swerves forward as Rath slams
     into it.  He bounces backward, falling to the ground.

     The car fishtails away, accelerating as Rath rolls to one
     knee, his gun automatically in his hand.  He draws a bead,
     but, he does not shoot.

     With a concerted effort, he puts the gun away.

                             RATH
               Dammit.


     EXT. ELECTRA'S APARTMENT BUILDING - NIGHT

     Electra's car is parked out front.

     She unlocks the lobby door and drags herself inside.


     INT. ELECTRA'S APARTMENT LOBBY

     Standing at the mailboxes flipping through her mail is
     Jennifer Morgan.  What she was hoping for is not there.
     She looks up and sees Electra.

                             JENNIFER
               Excuse me --

     Electra stops.

                             JENNIFER
               You live here, don't you?

     Electra nods.

                             JENNIFER
               I'm sorry, this may sound really
               weird, but my friend told me he
               slipped a letter under the door here
               and I was wondering if you happened
               to see it?

     Electra is in a daze, her hand moving into her pocket.

                             ELECTRA
               Letter?

                             JENNIFER
               Yeah.  He said he saw a woman with
               dark hair going into the building
               when he dropped it off.

                             ELECTRA
               No.  I don't have it.

     Electra's mouth opens and she backs away.  Jennifer is
     bothered by her reaction and she doesn't push it.

                             JENNIFER
               I'm sorry.  I didn't mean to -- I'm
               sorry.

     She shrugs and unlocks the interior door, leaving Electra
     in the lobby.

     Electra watches her, as her hand moves from pocket to
     pocket.

     A worried expression tightens her face; the letter is
     gone.

     She opens the interior door, following Jennifer up the
     stairs.


     INT. STAIRCASE

     Electra climbs the stairs, her mind pouring through the
     possibilities, filled with fear.

     By the time Electra reaches the top floor, Jennifer is
     entering her apartment.

     Electra hurries past Jennifer's door to her own.


     INT. ELECTRA'S APARTMENT - NIGHT

     Electra flies across the living room to the monitors.

     She clicks them on, putting on Jennifer's channel.

     On the screen we see Jennifer in her living room checking
     her phone messages.  One from her mother.

     Electra throws a few switches so that Jennifer's entire
     apartment is in front of her.

     On one of the monitors we see a shadow slide across the
     oak floor as something moves along the edge of the room.

     Jennifer has moved to the bathroom and is drawing a bath.

     Electra clamps her hand over her mouth when he steps out.
     Bain moves into the dining room where Jennifer had just
     been.

     Wearing rubber surgeon's gloves, he picks up the mail that
     she had dropped on the table and sorts through it.

     Bain moves about the apartment with complete indifference
     to Jennifer's presence; as if he were invisible, as though
     he knew she couldn't see him.

     He moves into a room, just as she moves out.

     Electra watches, dizzy, sick with terror, but she is
     unable to turn away.

     Bain searches through a desk drawer, while Jennifer starts
     undressing for her bath.

     He walks down the hall and stands outside of the bathroom.
     If Jennifer would turn around she would see him.

     Electra is about to run, to call out when --

     Something catches Bain's eye.

     He moves into the bedroom, and is turned so that he is
     looking straight up into the camera.

     He inches towards it, not sure what it is.  The fiber
     optic cable is hidden in the light fixture hanging over
     the bed.

     Staring at it, he is looking right at Electra.

     Bain steps up onto the bed, his face distorting as he
     moves close to the fish-eye lens.  Poking it with his
     finger, he realizes what it is.  A warped smile stretches
     across his face as he whispers --

                             BAIN (V.O.)
               Oh, you sick little bitch --

     Electra tears away from the screen, panic seizing hold of
     her.

     She rips entire drawers out of her dresser, dumping them
     into a suitcase, stuffing in anything that looks
     important.  She grabs Nikita in the "travel kitty."


     EXT. BACK PORCH

     The door opens and Electra jumps out, slamming it behind
     her as --

     Bain turns from the back stairs.

     She leaps back inside as he whips out his GUN, PUMPING TWO
     HOLES in the door.


     INT. ELECTRA'S APARTMENT

     She scrambles from the kitchen, throwing her suitcase,
     still clutching the "travel kitty," as --

     The back DOOR EXPLODES from its hinges, Bain charging,
     FIRING his GUN.

     BULLETS HISSING past her, Electra crashes through the
     front door into the hall.


     INT. HALL

     The stairs are at the far end.  She is only halfway,
     when --

     Rath rises up the stairs, his gun cocked.

     Electra drops to the floor as --

     Behind her, Bain barrels from the apartment.

     Rath FIRES.

     The wood DOOR SPLINTERS, BULLET HOLES surrounding Bain.
     Off balance, he lunges back into the apartment.

     Rath continues FIRING, grabbing hold of Electra.

     They run down the stairs.


     EXT. REAR STAIRCASE

     Bain leaps down the flights.


     EXT. ALLEY

     Bain rushes into the street, looking in every direction.
     They are gone.

                             BAIN
               Fuck me!


     EXT. LARGE CHAIN HOTEL - NIGHT

     Somewhere in the city.


     INT. HOTEL ROOM

     Electra and Rath enter the room together but they are both
     immediately alone.

     She walks across the room to a chair in the corner,
     curling into it even as Nikita jumps up and curls into her
     lap.

     He sets his briefcase on the table at the opposite end of
     the room and sits.

     They watch each other.  Silence.

     Between then is the liquor cabinet.  Rath knows a good
     idea when he sees one.

                             RATH
               Want a drink?

     Her face is as expressionless as Nikita's.

     He pours himself a very large bourbon and slugs it down.
     Takes a deep breath, then pours himself another one.

                             RATH
               Okay...

     He returns to his table with his drink.

                             RATH
               I'm not good at this sort of thing,
               but we don't have a lot of time, so
               I'll just go ahead and get started.
               First:  you.  I ask myself, 'What is
               she thinking?'

     Her body tightens, coils.

                             RATH
               Simple.  She's scared.  She's almost
               been killed twice and now she is
               alone in a room with a man that she
               believes is an... assassin.

     Another deep pull on the bourbon.

                             RATH
               Furthermore she was brought here not
               entirely on her own accord which
               only increases her fear and
               suspicion.  Thus, as long as she is
               afraid, her first, maybe her only
               thought will be escape.  Does that
               leave me any other option?

     He slugs down the rest of his drink and stands, whipping
     out his gun.

                             RATH
               No.

     Crossing the room, he turns the gun around and offers it
     to her.  She looks at it.  Back at him.

     He puts it on the bed beside her, turns his back and walks
     to the bar.

     She picks up the gun.

                             RATH
               The gun is silenced.  She could
               shoot me right now.

     She stands, Nikita jumping from her lap.

                             RATH
               She could take the car and be far
               from here before the maid comes in
               the morning, but --

     She starts squeezing OFF ROUNDS; the LAMP EXPLODES, the
     CHAIRS around him ERUPT, tufts of white stuffing leaping
     into the air.

                             ELECTRA
               Shut up!

     He freezes, bottle in one hand, glass in the other.

                             ELECTRA
               Stop trying to tell me what I'm
               thinking!

     She moves closer to him, the gun squeezed in her fist.

                             ELECTRA
               I'll tell you what you're thinking
               -- you think I'm not going to shoot
               you but right now you're not so
               sure, are you?

     A slight shake of the head, no.

                             ELECTRA
               You're thinking that maybe it was a
               mistake to give me this gun, that
               maybe I'm not going to think about
               things logically because I'm a woman
               and I'm freaked out and I'm going to
               do something impulsive and
               irrational -- right?

     She FIRES the GUN to both sides of his head.  He's
     surprised to be alive.

                             ELECTRA
               You don't know shit about me!  Now
               sit down!

     He returns to his chair and sits with the same expression
     she had worn sitting a moment ago.

     She opens the cabinet and grabs one of the sample bottles
     of liquor.  She sucks it all down and throws the bottle
     across the room.

     Grabbing another, she sits on the edge of the bed.

                             ELECTRA
               Okay.  How did you find me?

                             RATH
               You're the computer hacker, you tell
               me.

                             ELECTRA
               You didn't know anything about me.

     Nikita rubs up against her leg.

                             ELECTRA
               Nikita?

                             RATH
               Yellow Pages.  V for veterinarian.
               There aren't that many.

     She nods, slurping at her bottle.

                             ELECTRA
               You're one of them, aren't you?

                             RATH
               'Them'?

                             ELECTRA
               An assassin?

                             RATH
               Until a minute ago.

                             ELECTRA
               What does that mean?

                             RATH
               If I still was what I used to be,
               you would not be pointing that at
               me.

     Electra eyes him, considers shooting him right now.

                             ELECTRA
               Who is that other guy?

                             RATH
               Another contractor.

                             ELECTRA
               Someone hired both of you?

                             RATH
               No.  They hired Bain.  The contract
               would have been mine, but Bain took
               it from me as he took the previous
               one.

                             ELECTRA
               So this is something between you and
               him?

                             RATH
               He stole the contract knowing that
               I would come after him.

                             ELECTRA
               Why?

                             RATH
               Because he is trying to retire me.

                             ELECTRA
               He wants to kill you?

                             RATH
               Yes.

                             ELECTRA
               Why?

                             RATH
               The nature of the business.  You
               remove your competition.

                             ELECTRA
               And you want to use me to get him?

                             RATH
               Yes.

                             ELECTRA
               Forget it!

                             RATH
               We don't have a choice.

     She FIRES the GUN, pocking the wall behind him.

                             ELECTRA
               Don't tell me I don't have a choice!

                             RATH
               Right.

                             ELECTRA
               I'm two seconds away from making my
               choice which means you've got two
               seconds to tell me why I shouldn't
               shoot you.

                             RATH
               It's simple.  You need me.  I need
               you.  And we will both need money.

                             ELECTRA
               I don't need you to get the money --
               my money!

                             RATH
               If it hadn't been for me, you would
               be dead.

     She's up pacing, knowing there is some truth in that.

                             ELECTRA
               I don't need the money.

                             RATH
               This is something that is never
               going to end.  You can never work in
               the business again with this
               contract, because he will find you.
               To survive, you have to go into deep
               hiding.  And that's going to take
               money, a lot of money.

                             ELECTRA
               Then you can have the disks and I'll
               just walk out that door --

                             RATH
               If you walk out that door, Bain will
               still come after you.

                             ELECTRA
               Why?

                             RATH
               Because he took a contract on you.
               He'll come for you and he'll find
               you.

                             ELECTRA
               You don't know that -- you're trying
               to scare me.
     
                             RATH
               No.  It's the truth.  I know what
               you are.  Like me, like Bain, you're
               a ghost, you're not part of the real
               world.  You don't have a social
               security number.  You don't pay
               taxes.  You've probably used ten
               different names over the last ten
               years.  A long time ago something
               probably happened, something illegal
               and you ran, you disappeared and it
               was easy.  You think you can do it
               again.  But I'm telling you, fading
               from the law is nothing.  No matter
               what you do, where you go, I swear
               to you that Bain will find you.

                             ELECTRA
               How?

                             RATH
               Right now, as we sit here, he is
               tearing through your apartment.  He
               is digging through your drawers,
               emptying your closets.  He will take
               your telephone and address books,
               your appointment books.  If you keep
               a diary, he is reading it.  He'll go
               into the kitchen and find out what
               kind of food you eat, liquor you
               drink, cigarettes you smoke.  In the
               bathroom he will find any
               prescription drugs you take and
               where you get them filled.  If you
               have video tape or recordings he
               will watch and listen to all of
               them.

     She is coming unglued.  Imagining him watching her tapes,
     going through her possessions.  She is moving, pacing,
     ready to explode.

                             ELECTRA
               Oh Jesus Jesus...

                             RATH
               He will know everything about you.
               Everything.  I know, because I've
               done it.  Once you've been inside a
               mark's home, you're in their head.
               If you're any good, you'll find the
               mark in a week, and Bain is good
               because I was the best and I
               couldn't take him.

     She whirls and starts FIRING the GUN, firing it
     everywhere, fear and anger rocketing out of her in
     WHISTLING hot wads of LEAD.

     When she stops, he starts to say something but she levels
     the gun at him.

                             ELECTRA
               Shut up!  All right!  You've said
               enough!

     She forces herself back, grabbing handfuls of the sample
     bottles.

                             ELECTRA
               I need to think... To be alone.

     With the gun and an armful of booze and Nikita following
     at her feet, she goes into the bathroom and slams the
     door.


     INT. BATHROOM

     She locks the door and then collapses.  Her body seems to
     fold up onto itself as she slides down the wall; the GUN
     and the BOTTLES falling from her arms, CLATTERING SOFTLY
     on the bath rug as she buries her face in her hands.


     INT. BEDROOM

     Very mechanically, Rath begins setting up his chess board,
     putting the pieces into the same positions.  It is a
     ritual, and with it he enters a kind of trance.

     From the bathroom, almost inaudible, he hears Electra
     CRYING.


     INT. BATHROOM

     With her head now buried in her arms and knees, she is
     sobbing, her body rocking.  The crying seems very similar
     to Jennifer's; a complete emotional release.


     INT. BEDROOM

     Rath stares at the board.  The CRYING grows LOUDER.  He
     stands and walks to the door.  He starts to knock but
     stops himself.

     Like Electra with Jennifer, Rath would like to help, he
     just has no idea how to.  He turns back to the desk, to
     his chess game.


     INT. BATHROOM

     Her eyes are now burning red.  She stops crying long
     enough to suck down an entire sample of Scotch.  Nikita
     rubs against her and she strokes her.

                             ELECTRA
               Oh shit, Nikita.


     INT. BEDROOM

     Rath is setting up his computer system.  He hears the TUB
     FILLING UP.


     INT. BATHROOM

     Nikita jumps up onto the toilet seat and starts drinking.

                             ELECTRA
               Cheers.

     Electra finishes another sample and drops it to the floor
     where we see that many of the bottles are now empty.

     In the tub, steam rising off the surface, she wrings out a
     wash cloth and covers her face, sinking deeper into the
     water.


     INT. BEDROOM

     When Electra comes out of the bathroom, Rath is again at
     his chess game.  She sits down across from him and sets
     the gun on the table between them.

     Rath looks up at her.

                             ELECTRA
               Listen -- I don't even know your
               name.

                             RATH
               Rath.  Robert Rath.

                             ELECTRA
               Electra.

                             RATH
               Just Electra?

                             ELECTRA
               Yeah.

                             RATH
               As in daughter of Agamemnon?

                             ELECTRA
               No.  Just Electra.

     The conversation dies.

                             ELECTRA
               What I'm trying to say is that --
               I'm not sure I can do this, help
               you, unless I know more about you.

                             RATH
               What do you want to know?

                             ELECTRA
               If Bain hadn't taken the contract on
               me, would you have?

     He stares at her.

                             RATH
               No.

                             ELECTRA
               Why?

                             RATH
               Because I'm done.

                             ELECTRA
               This is crazy.  I can't trust you.
               You can't trust me.  How can we
               possibly help each other?

     They sit in silence, the gun and the chess game lying
     between them.

                             RATH
               Do you play?

     She looks at the chess board.

                             ELECTRA
               With computers.

                             RATH
               It's not the same, is it?

                             ELECTRA
               Better than playing with yourself.

     He smiles.

                             RATH
               I had an opponent.

     She understands that he is trying to tell her something.

                             ELECTRA
               Had?

                             RATH
               He was Russian.  Nicholai
               Tachlinkov.  A legend in the
               business when I was just starting.
               I admired him.  When I heard he
               loved chess I became obsessed with
               the game.

     Electra studies the board.

                             ELECTRA
               He was white?

     Rath nods.

                             ELECTRA
               It looks like white's game.

                             RATH
               We played with a code using The New
               York Times obituaries.  Over three
               years we played twelve matches.  I
               never won.

                             ELECTRA
               Why didn't you finish this game?

     She reaches over and lifts a White Knight and takes a
     Bishop.  Rath counters, taking her Knight.

                             RATH
               He was... taken.

                             ELECTRA
               He was killed.

     Rath nods.

     Throughout the entire conversation they continue to play
     out the chess game.

                             ELECTRA
               By who?

     A long beat.

                             RATH
               I killed him.

                             ELECTRA
               Why?

                             RATH
               Because that's how it works.  That's
               what it's about.  He was the best.
               He was on top.

                             ELECTRA
               Where you wanted to be?

                             RATH
               Yes.  As soon as you get into this
               business, all you can think about is
               getting to the top.  That's all
               there is.  Until then, there is
               nothing.  You are nothing.

                             ELECTRA
               How did you get into the business?

                             RATH
               The same way everyone does; the
               government, the Agency.

                             ELECTRA
               The C.I.A.?

                             RATH
               More or less.

                             ELECTRA
               How old were you?

                             RATH
               They recruited me when I was in high
               school.

                             ELECTRA
               Jesus -- why?

                             RATH
               Languages.  I was already fluent in
               nine languages.

                             ELECTRA
               You were like a boy genius?

                             RATH
               Some people said that.  I never
               thought so.

                             ELECTRA
               Why not?

                             RATH
               I was just different.

                             ELECTRA
               You went from high school to the
               Agency?

                             RATH
               No.  I graduated from George
               Washington University.  Then I
               entered the Agency training program.

                             ELECTRA
               They didn't give you a choice, did
               they?

                             RATH
               No, they didn't.

                             ELECTRA
               But you knew what they were training
               you for?

                             RATH
               Of course.  I was going to be James
               Bond.

                             ELECTRA
               Ahhhh...

                             RATH
               They are very good at what they do.
               It's very seductive.  The training,
               the weapons, the travel --

                             ELECTRA
               The exotic women.

                             RATH
               Women?  No... not really.

                             ELECTRA
               Why not?

                             RATH
               Women... I don't... I don't want to
               talk about women.

                             ELECTRA
               Why?

                             RATH
               Because you are a women.

                             ELECTRA
               Why did you leave the Agency?

                             RATH
               The same reason everyone does.  You
               hear your name on C-SPAN and you
               realize you're a skeleton in
               someone's closet and they're coming
               to bury you.

                             ELECTRA
               They tried to kill you?

                             RATH
               Yes.  It didn't matter much to them
               as long as I disappeared.

                             ELECTRA
               Then you went freelance?

                             RATH
               The only thing different about the
               private sector is that a General
               Contractor takes less of a
               percentage than the government, so
               you make more money.  Then once you
               make the transition, you realize you
               were never working for the
               government; it was always the
               private sector, the vested interests
               and it's the same vested interests
               that continue to buy your plane
               tickets.

                             ELECTRA
               Tell me about the first time.

                             RATH
               My first take?

                             ELECTRA
               Yes.

                             RATH
               Why?

                             ELECTRA
               Because I want to know.

                             RATH
               It was... mechanical.  Very precise.
               It was exactly like the training
               drill except for the adrenaline.

                             ELECTRA
               Are they usually like that?

                             RATH
               No.  Just the first one.

                             ELECTRA
               After that?

                             RATH
               They become complicated... messy.

                             ELECTRA
               Did it ever bother you?

                             RATH
               Did it ever bother James Bond?

                             ELECTRA
               That's fiction.

                             RATH
               This is fiction!  Don't you see
               that?  This is another reality.  And
               the people that come into the world
               to play this game -- nobody forces
               them!  They're here, they know the
               rules, the stakes, the risks!  Do
               you understand what I am saying?  No
               one is innocent -- including you!

                             ELECTRA
               Does that mean it didn't bother you?

     Rath leans back and stares at her.  She waits.

                             RATH
               You get a job swinging a hammer, the
               first day you get a blister, it
               tears open, it bleeds and it stays
               sore a long time.  You keep swinging
               the hammer, you get a good hard
               callous that covers that spot and it
               never bothers you again.

     Electra says nothing.  He leans forward and slides a rook
     into her back row.

                             RATH
               Check.

     He leans back.

                             RATH
               Is that what you wanted to hear?
               Something cold blooded... something
               remorseless...

                             ELECTRA
               No.  Something honest.

     A beat.  Rath likes this woman.

     She moves her Queen.

                             ELECTRA
               Mate.

     He smiles.

                             ELECTRA
               I hope your plan is better than your
               game.


     INT. CHEAP HOTEL - NIGHT

     The room is ugly.  Shag carpeting, wood paneling and
     polyester patterned curtains.

     We hear a COMPUTER KEYBOARD CLICKING away as we MOVE
     ACROSS a table.  The hotel phone is in a modem, which is
     held together with duct tape.  Between the modem and the
     computer is a scrambler constructed out of a series of
     naked circuit boards.

     It is a very similar set up to Rath's, only it has been
     put together with a fraction of the resources.

     Bain sits, typing at the computer, his shirt off.  Beside
     the desk-top is a six pack of Old Style beer, a bag of
     Doritos and his Gameboy.

     On the floor, disassembled neatly on a small white towel
     is his cleaned gun.

     Bain finishes punching in a code, sits back and sucks down
     his beer.

                             CONTRACTOR/SCREEN
               Where have you been, Michael?

     He belches.

     He is communicating with his General Contractor.

     On the table is a collection of personal objects, much of
     it stuffed in pillow cases, taken from Electra's house.

                             BAIN/SCREEN
               Tracking the mark.

     Bain fingers a pair of satin panties.  He smiles as he
     smells them.

                             BAIN
               I'm on the scent.

                             CONTRACTOR/SCREEN
               You're too late.

     Bain slams his beer down.

                             CONTRACTOR/SCREEN
               I've learned from MicroCell, Rath
               fulfilled the contract.

                             BAIN/SCREEN
               How?

                             CONTRACTOR/SCREEN
               He took out the mark and sold the
               disks back to MicroCell.

     Bain falls back in his chair, thinking.  He runs his hands
     through his sweaty hair.

                             CONTRACTOR/SCREEN
               Michael?

                             BAIN
               No.  No.  No.  I don't believe it.

                             CONTRACTOR/SCREEN
               They money will be standard bank
               transfer.  We believe we will know
               where and when.

                             BAIN
               What?

                             BAIN/SCREEN
               How?

     There is no response.

                             BAIN/SCREEN
               How in the fuck do you know that?

     A long beat.

                             CONTRACTOR/SCREEN
               Such language in front of a lady.

                             BAIN
               I don't give a fuck what you are.  I
               asked you --

     He hits the repeat key.

                             BAIN
                       (types)
               How in the fuck do you know that?

                             CONTRACTOR/SCREEN
               Do you want Rath or not?

     Bain stares at the screen, thinking.  Thinking hard.


     INT. LARGE CHAIN HOTEL ROOM - NIGHT

     Another computer screen, but we don't know that it is
     different.

                             CONTRACTOR/SCREEN
               It will take three days to arrange
               the transfer.

                             ELECTRA
               Three days?

     We are in Electra and Rath's hotel room.  She is standing
     behind him, reading as he types.

                             CONTRACTOR/SCREEN
               Which account?

                             ELECTRA
               Are you going to tell him?

                             RATH
               It.  Tell it.  For all I know it
               could be a machine.

                             ELECTRA
               You said you didn't trust it.

                             RATH
               I don't.

                             CONTRACTOR/SCREEN
               Which account?

                             ELECTRA
               What kind of bank is going to allow
               us to withdraw ten million dollars
               the day it is transferred?

                             RATH
               The kind preferred by drug
               smugglers, arms dealers and
               politicians.

     Rath types in an account number.

                             RATH
               Do you have a passport?

                             ELECTRA
               Several.

                             RATH
               Good.

                             ELECTRA
               Where is it?

                             RATH
               Mexico.


     INT. AIRPLANE - DAY

     Rath and Electra are sitting in the first class section,
     which she is obviously enjoying, smiling and sipping
     champagne.

                             ELECTRA
               God, I love first class.  I remember
               when I was a little girl, I would
               wonder what it was like up here.  I
               would always try to peek through the
               curtains.

     Rath says nothing, staring out the window.

     Electra shakes her head.

                             ELECTRA
               I hope Nikita's all right.

     He still does not respond.

                             ELECTRA
               Hey, where are you?

                             RATH
               Thinking.

                             ELECTRA
               About?

                             RATH
               Nothing.

     Electra sips the last of her champagne.

                             ELECTRA
               I've never been to the Gulf of
               Mexico.  Is it as nice as they say?

                             RATH
               I don't know.

                             ELECTRA
               You were there?

     A long beat.

                             RATH
               Yes.


     EXT. SMALL MEXICAN AIRPORT - DAY

     The plane lands.


     EXT. TERMINAL CAB STAND

     Rath and Electra hand their bags to a CABBY who puts them
     in his trunk.


     INT. CAB

     Rath speaks perfect Spanish.

                             RATH
                       (in Spanish)
               Good afternoon.  We have
               reservations at the Hotel Paraiso in
               Costa Blanca.

                             CABBY
                       (in Spanish)
               Yes, sir.
     

     EXT. HOTEL PARAISO - DAY

     The cab pulls up in front of a large, brand new glass
     hotel, which shimmers in the blue green reflection of the
     gulf water.

     Rath is upset.

                             RATH
                       (in Spanish)
               No, no.  I said the Hotel Paraiso.

                             CABBY
                       (in Spanish)
               Yes.  This is the Hotel Paraiso.

                             RATH
                       (in Spanish)
               No, the other Hotel Paraiso, in the
               city.  Near the Plaza del Sol.

                             CABBY
                       (in Spanish)
               I'm sorry, sir.  A year ago there
               was a fire in the old Hotel Paraiso.
               This is the new Hotel Paraiso.

                             RATH
                       (in Spanish)
               Take us there.


     EXT. COSTA BLANCA - DAY

     American tourist dollars have built up the coasts, but
     much of the out-lying city is very poor.

     The old Hotel Paraiso is a five story blackened husk.  The
     face of the building is burnt black and it seems to hang
     in space as something non-corporeal, like the shadow of
     the building rather than the building itself.

     Rath stares at it, remembering.

     Electra is behind him, standing in the midst of the Plaza
     del Sol.

     He looks up to the fifth story window, then turns directly
     opposite of that.

     The International Banco de Mexico, an enormous, beautiful
     old building; its exterior walls are white-washed
     concrete, blindingly bright white.

     Electra looks at the bank and smiles.

                             ELECTRA
               So, that's where all that S & L
               money is?

     Rath is not listening to her.  He is somewhere else.  He
     turns back to the fourth story window.

                             RATH
               That's where he'll be.

                             ELECTRA
               What?

                             RATH
               I wasn't expecting this.  I need to
               think.


     EXT. HOTEL PARAISO - NIGHT

     Beyond the lights of the hotel the gulf darkens to
     midnight oil.


     INT. HOTEL PARAISO ELEVATOR

     On one side of the elevator is a young couple who look
     like newlyweds.  They are cuddling, kissing and giggling
     as though they are alone.

     Electra and Rath are on the other side of the elevator.
     It is a strange contrast.

     Electra is staring at them.

     Rath, behind his sunglasses, is in his own world.

     The ELEVATOR CHIMES and opens.

     Nobody moves.

     The DOORS CHIME again and start to close, as everyone
     realizes that this is their floor.

     Rath and the other man grab the doors, which spring back
     open.

     It is a funny, awkward moment, as everyone apologizes and
     smiles politely, on the way out.


     INT. HALL

     The couple move down the hall, the newlyweds finding their
     door first.

     Rath reaches the door to their room, opens it and enters.

     Electra lingers, watching the other couple, watching as he
     fumbles for his keys, her hand running up between his legs
     and over his ass.

     He finally manages to open the door and she pushes him
     inside.

     Electra softly closes her door.


     INT. HOTEL PARAISO - HOTEL ROOM

     Rath is sitting in a desk chair staring out of the sliding
     balcony doors at the dark gulf water.

                             ELECTRA
               Did you see them?

     Electra moves about the large suite.

                             ELECTRA
               They looked like they were in love.

     Rath says nothing.

                             ELECTRA
               Well, I think I'll take a bath.
               Come on, Nikita!

     The two of them walk into the bathroom, leaving Rath to
     himself.


     INT. BATHROOM

     Electra sits on the edge of the over-sized tub, water
     running through her fingers as she adjusts the
     temperature.

     After a beat she hears a SMALL CRASH, a GLASS BREAKING.
     It is followed by other MUFFLED NOISES, a WOMAN GIGGLING
     and a THUMPING.  The sounds are coming from the other side
     of the tub wall, from the other suite.  Electra puts her
     ear against the tile to listen.

     The WATER FILLING her TUB is too loud for her to hear.
     She turns it OFF.

     There is more BUMPING and THUMPING, the WOMAN LAUGHING and
     then, the LAUGHS SHORTEN into SOFT WHIMPERS.

     Electra hangs on each sound, slowly lifted by it, moving
     up toward the over-head fan and ducts.

     The SOUNDS get LOUDER as she moves closer to the vents,
     until she is standing precariously on the edge of the tub,
     listening to what is clearly the sounds of TWO PEOPLE
     MAKING LOVE.

     Their MOANS and SHRIEKS CLIMAX and Electra smiles.


     INT. BEDROOM

     It is dark now.  A single desk light is on, under which
     Rath is setting up his chess board, putting the pieces in
     their familiar pattern.

     Electra comes out of the bathroom.  She seems very clean
     and fresh, wearing a long white T-shirt and thin robe.

                             ELECTRA
               That felt great.  You should try it.

     She watches him setting the pieces onto the board.

                             ELECTRA
               Don't you ever get tired of playing
               the same game?

     He looks at her.

                             RATH
               No.

                             ELECTRA
               Why not?

                             RATH
               It helps me to focus.  It centers
               me, helps me think.

                             ELECTRA
               Oh.  What do you think about?

                             RATH
               Work.  The things I need to get
               done.

     She sits across from him looking at the board.

                             ELECTRA
               Do you think about the game?

                             RATH
               Yes.

                             ELECTRA
               But you've never figured out a way
               to win.

                             RATH
               No.

                             ELECTRA
               Not even a stalemate?

                             RATH
               No.

                             ELECTRA
               What happens if you do?

     This strikes Rath as a very strange question and he is
     suddenly annoyed by her.

                             ELECTRA
               Can I ask you something?

     He knows she will anyway.

                             ELECTRA
               What will you do if this works, if
               we get the money?

                             RATH
               I don't know... maybe I'll live on a
               boat, sail to all the places I've
               never been.

                             ELECTRA
               That sounds nice.

     He finishes his glass of bourbon.

     She is not sure what to say next, if she should say
     anything at all.

                             ELECTRA
               I'm kind of tired.  I think I'd like
               to try and get some sleep.

                             RATH
               You can have the bed.  The chair is
               fine for me.

     He pours himself another drink, dropping in some ice from
     the ice bucket.

                             ELECTRA
               Thanks.

     She slips out of the robe and in between the sheets.

     Rath sits across the room, his back to her.

     She tries to make herself comfortable, but cannot.

                             ELECTRA
               Do you think he's here?

                             RATH
               Here?

                             ELECTRA
               In Costa Blanca.

                             RATH
               Yes.

     She thinks.

                             ELECTRA
               What do you think he's doing?

                             RATH
               I don't know... But I'm sure he's
               not sleeping.

     She pulls the covers tightly to her chin.  Her eyes do not
     close.


     INT. HOTEL (COSTA BLANCA) - NIGHT

     A small hotel in the city, away from the beaches, built
     before there was such a thing as central air conditioning.

     Bain is naked, except for a small pair of camouflage
     jockeys and his Walkman strapped to his shoulder.  His
     head is pumping wildly with the speed metal thrashing in
     his ears.

     He is tearing open a long box wrapped in "Happy Birthday"
     paper.

     Inside the box is a massive black hi-tech assault rifle.
     He smiles.

     He assembles it quickly, snapping it together with
     automatic ease.  When the sight is tightened in place, he
     jumps up.

     In the mirror over the dresser, he poses down with the
     gun.

     Not satisfied, he grabs his shades and checks himself
     again.  He starts moving with the music, playing with the
     gun, first as a guitar, then whipping it around, spinning
     it expertly, like a drum and bugle corpsman.  The gun zips
     and flashes around as he whirls in place, then freezes.

     The butt of the rifle to his shoulder, he peers down the
     scope at his own head reflected in the mirror.  He is
     sweating and breathing, but the barrel does not move.

                             BAIN
               You're dead, motherfucker.


     EXT. HOTEL PARAISO - DAY

     Electra leans out over the railing, smiling, inhaling the
     warm air, the scent of the shimmering blue-green sea.

     Rath stands in the shadow of the door frame.

                             RATH
               Breakfast.

                             ELECTRA
               Why don't you bring it out here?
               It's beautiful out here.

     Rath steps a little farther out.  He looks down either
     side of the building, checking sight lines.  He looks out
     and sees another hotel with windows facing them.

     He turns to her.  Says nothing.  Moves back inside.


     INT. HOTEL ROOM

     The breakfast trays are empty.  Rath is sipping coffee,
     scribbling notes and diagrams on a piece of paper.

     Electra comes out of the bathroom dressed for the beach.

     He stops working.

                             ELECTRA
               I know what you are thinking.  I'm
               not going to disappear, okay?  I'm
               not going anywhere, just down there,
               to that beautiful beach.  I got to
               get out of this room, just for a
               little while.

                             RATH
               Okay.

                             ELECTRA
               Really?

                             RATH
               He won't be looking for you.  Just
               be careful.  Buy a book.  Keep your
               sunglasses on.

                             ELECTRA
               Book.  Sunglasses.  Great.


     INT. HOTEL HALL

     Electra steps out of the hotel room ready for the beach.
     At the end of the hall, she sees the newlywed couple get
     on the elevator.  She starts to call to them to hold it
     for her, but she stops herself.

     The elevator closes.

     She edges slowly down the hall, stopping outside the door
     to their suite.  She touches it with the tips of her
     fingers.


     INT. HOTEL ROOM - DAY

     Rath is still at the table.

     The curtain begins to billow, a soft breeze blowing
     through the open patio door.  They swell open and fall.
     It seems for a moment that there is a figure, a shadow, in
     the changing shape of the curtain.

     Rath stands.  He walks to the open door.  Standing in the
     frame, he looks out at the blue ocean below.

     He slides the door closed, and the curtains fall still.


     EXT. PLAZA DEL SOL - DAY

     Bain moves through the market, booths lining the edges of
     the plaza.  His eyes shift rapidly behind his sunglasses.

     He buys an apricot and strolls into the center of the
     plaza.

     He looks at the bank, at the military-style security
     guards that patrol the front.

     He turns in the plaza, checking the perimeter, his gaze
     falling on the tall, burned-out building.

     He looks back at the bank, imagining the sight line.

     He bites into the apricot, its juice gushing, running down
     his chin.


     INT. HOTEL ROOM

     Rath is leaning back in the bed, NIKITA PURRING in his
     lap.

     He did not sleep last night and is very tired.  His eyes
     fight to stay open.

     The sound of the TELEVISION momentarily hangs in the hotel
     room as he sleeps.  The program is a SPANISH DUBBED
     version of GOLDFINGER.

     The door bangs open and Rath springs off the bed, a gun
     flashing in his hand, leveling it at a dazed, blinking
     Electra.

     Rath sighs slowly, letting the hammer of the GUN CLICK
     back into place.

                             RATH
               You should knock.

                             ELECTRA
               Sorry.

                             RATH
               How was the beach?

                             ELECTRA
               The beach?  It was nice.

     She smiles.


     EXT. HOTEL PARAISO - DUSK

     The sun burns a tropical red against the mirrored windows
     of the hotel.


     INT. HOTEL ROOM

     Electra is sitting on the bed, her back against the wall.
     In her hands is a paperback romance novel that she is
     looking over the top of, staring intensely across the
     room.

     We can hear Rath, his breathing deep and even.  He is
     doing Tai Chi, wearing only his boxer shorts.  His body is
     coated in a sheen of sweat, his muscles strained as he
     moves fluidly through space.

     Electra begins to breath with him.

     She moves her body slightly, her hips rising as though to
     meet his.

     He empties his lungs entirely in one exhale and stops, his
     eyes closed, rested.

                             ELECTRA
               That was beautiful.

     He looks at her.

                             ELECTRA
               Tai Chi, right?

     He nods.

                             ELECTRA
               Where did you learn it?

                             RATH
               Taiwan.

                             ELECTRA
               Not that I would know, but you look
               like you're really good at it.

                             RATH
               Thank you.

                             ELECTRA
               I've always wanted to learn
               something like that.

                             RATH
               You should.  It's very important,
               that the body release the energy
               that builds in it.

     Electra nods, watching him bend, reaching for a change of
     clothes.

                             RATH
               I'm going to shower.  If you're
               hungry, go ahead and order some
               dinner.

     Electra nods again.


     INT. COSTA BLANCA HOTEL - NIGHT

     Bain is doing push ups.  He is naked except for his
     camouflage bikinis.

     He has his feet up on a chair, making it harder, the dip
     deeper.

     His body is gushing sweat, his face a burning red.

     He is like a piston firing up and down.  The muscles in
     his neck and shoulders are bulging cords.

     Slowly, his arm begin to tire, the strain seen in his
     knotting and twisting expression.

     Half way up, he collapses, feet falling off the chair.

     He rolls onto his back, rubbing a tricep.  It hurts.  He
     licks the sweat off his upper lip and smiles.


     INT. HOTEL PARAISO ROOM - NIGHT

     Rath checks his watch.  It's after eight o'clock.  He
     lifts the phone and plugs it into the modem.

                             RATH
               I'm going to call.

     Electra drops her book and climbs off the bed.

     He dials, types the code and waits.

                             CONTRACTOR/SCREEN
               Hello, Robert.

                             RATH/SCREEN
               The contract?

                             CONTRACTOR/SCREEN
               Paid in full.

                             ELECTRA
               Oh, my God.  Ten million dollars.

                             CONTRACTOR/SCREEN
               Transferred to the specified
               account.

     Rath stares at the screen.

                             CONTRACTOR/SCREEN
               Goodbye, Robert.

     Rath disconnects.  The PHONE HUMS.

     Electra picks it up, placing it back in the cradle.

                             RATH
               Sit down.

     She does.

     He opens a case and pulls out his gun, some paper and pens
     and two small mikes that look like hearing aids.

                             RATH
               Okay --

     He starts drawing several squares on the paper, as Electra
     picks up the mike.  She looks over it, frowns.

                             ELECTRA
               Two way?

                             RATH
               Transmits and receives.

                             ELECTRA
               Cheap as shit.

     He looks at her.

                             RATH
               I paid a lot for these.

                             ELECTRA
               They saw you coming a mile away.  If
               I had known we'd be using --

                             RATH
               It's too late now.  Okay?  We'll have
               to deal with these.

                             ELECTRA
               Fine.

     He goes back to his drawing.

                             RATH
               This is the bank.  This is the
               hotel.  In the morning I will enter
               the bank.

                             ELECTRA
               Check.

                             RATH
               He will be hidden somewhere out
               here, probably somewhere low, in the
               crowd.  He'll stay there until he
               sees me enter the bank.

                             ELECTRA
               But he won't shoot you right then?

                             RATH
               No.  It would be amateur.  A risk.
               He'll wait for the prime shot, that
               he knows is coming.  Once I'm
               inside, he'll move to the hotel.
               He'll go up the back, too much
               traffic in the front.

     He draws another square.

                             RATH
               You'll be here.  A restaurant.  A
               public place far enough away that he
               won't notice you, but with a good
               enough view you'll be able to see
               him when he moves inside.

                             ELECTRA
               Okay.  Then what?

                             RATH
               Then, we wait.

                             ELECTRA
               Aiiee.  More waiting?  I don't know
               if I like this plan.

                             RATH
               It will take the entire day, but he
               will begin to doubt himself.  He
               will begin to believe that he missed
               me, that somehow I slipped by and am
               already on a plane to Europe.

     He describes this as though remembering it.

                             RATH
               The sun will be low, almost dark,
               the air cool and the bank will
               almost be closed.  5:45.  5:50.  He
               will put the rifle down, he will get
               up and he will walk across the plaza
               to the bank.

                             ELECTRA
               Why won't he wait until the bank
               closes?

                             RATH
               He won't be able to.  He'll have to
               go inside.  He'll have to see with
               his own eyes, whether or not I am
               there.  If the bank closes, he won't
               know for sure.  He'll come.  I'm
               sure.  And when he does you'll go
               into the hotel, go upstairs and take
               the gun.

                             ELECTRA
               What?  What if he brings it with
               him?

     He shakes his head.

                             RATH
               He can't.  The bank has an expensive
               security system; metal detectors and
               X-ray machines.

                             ELECTRA
               That means you won't have a gun.

                             RATH
               That's right.

                             ELECTRA
               And with the mikes, I'll tell you
               when he leaves the hotel and you'll
               tell me when he leaves the bank.

                             RATH
               If things go well, I don't have to.
               You'll already be in a rented car
               waiting for me.

                             ELECTRA
               You'll have the money.  How do I
               know that you won't --

                             RATH
               I'll be walking out of the bank,
               unarmed.  You'll have the gun and
               I'll drive the car.

                             ELECTRA
               We split the money?

                             RATH
               Five million apiece.  You get on
               your plane, I get on mine.

                             ELECTRA
               Sounds pretty well figured out.

                             RATH
               I've been thinking about it for a
               long time.

                             ELECTRA
               Except --

                             RATH
               What?

                             ELECTRA
               Except, if he doesn't come out of
               the hotel.

                             RATH
               I told you, he will.

                             ELECTRA
               You can't know for sure, how can
               you?  I mean, you're not him.

                             RATH
               I was.

     She waits for him to explain.

                             RATH
               Ten years ago, I sat there in that
               same hotel window, sweat pouring off
               of me waiting --

                             ELECTRA
               For Nicholai?

                             RATH
               Yes.

                             ELECTRA
               You killed him here?  In this city,
               outside that bank?

     Rath nods.

                             ELECTRA
               What is it?  I don't like this at
               all.  What is going on here?

                             RATH
               I don't know.  It just happened.  I
               was here ten years ago, I'm here
               now.  That's it.

                             ELECTRA
               I don't believe that.

                             RATH
               It wasn't planned or premeditated.
               I swear.  Things happened beyond my
               control.  I understood; I saw where
               they were leading and I suppose that
               it just made sense.

                             ELECTRA
               Ten years ago.

                             RATH
               Yes.

                             ELECTRA
               What happened?

                             RATH
               I waited until I was insane and then
               I walked into the bank.  He was
               sitting there, very calm, waiting
               for me.

                             ELECTRA
               What did he want?

                             RATH
               He wanted what I want now; to get
               out of the business.  To disappear
               to some empty Greek island.

                             RATH
               What did he say?

                             RATH
               He said I couldn't win.  That no one
               wins at this game.

                             ELECTRA
               Was that it?

                             RATH
               Then he offered me one million
               dollars to walk away, to quit the
               business.

                             ELECTRA
               You didn't take it.

                             RATH
               No.  I went back to the hotel.  And
               waited.

                             ELECTRA
               Ten years later, here you are again.

                             RATH
               Yes.  Here I am again.


     POV - THROUGH TELESCOPIC LENS - MARBLE STATUE

     The cross-hairs of a telescopic sight are lined-up on the
     head of a marble statue.


     INT. COSTA BLANCA HOTEL - NIGHT

     Bain is laying on the floor in the dark.  The rifle is
     under him as he aims out of his balcony, down the street
     at the statue.

     He looks up from the scope, checking the street.  It is
     dark and empty and he shifts back looking into the sight.

     His finger squeezes, the GUN ALMOST SILENT, as --

     INTERCUT WITH:

     STATUE

     A chunk of STONE EXPLODES out the head of the statue.
     Again, the GUN SPITS and another cloud of dust and ROCK
     BURSTS from the head.  His finger is pumping the trigger,
     until the head cracks and falls.

     He's laughing, hysterical, looking down the street at the
     headless statue.

     He rolls onto his side still laughing.  Then, suddenly, he
     stops, staring up at the stars in the night sky.


     INT. HOTEL PARAISO ROOM - NIGHT

     Electra is still at the table, staring at the diagrams, in
     another world.

     Rath pours a glass of bourbon and sets it in front of her.

                             ELECTRA
               This has been the longest day of my
               life.

     Rath nods, pouring himself a drink.  Electra looks at the
     drink, downs the whole glass.  He refills it.

                             ELECTRA
               Do you have ulcers?

                             RATH
               No.

                             ELECTRA
               I think I got one today.

                             RATH
               Five million dollars will buy a lot
               of Rolaids.

     She smiles.  They both gulp down their drinks and he fills
     them again.

                             ELECTRA
               What do you suppose he's doing now?

     Rath shrugs.  He is no longer looking at her; staring at
     the board, moving his mind into the chess game.

     She watches him and then begins to study it with him, the
     way a child does, almost imitating him.  She does not want
     to be left alone right now.

     She reaches over and moves a white knight.

     He blinks.  His eyes shifting, sorting the possibilities.

     He picks a bishop and counters.

     After another sequence, he takes her bishop and she takes
     his knight.

                             RATH
               Why did you trade a bishop for a
               knight?

                             ELECTRA
               I hate bishops.  They're useless.  I
               like knights.

                             RATH
               They're worth less points.

                             ELECTRA
               So?

     There is no point in arguing.

     As they continue to play, we begin to hear in the
     distance, the COUPLE in the adjoining suite MAKING very
     vigorous LOVE.

     Electra watches Rath to see if he hears them.  He shows no
     sign of it, concentrating on the game.

                             ELECTRA
               Do you hear them?

     He looks up.

                             ELECTRA
               Listen.

     He hears it.  Not interested.

                             ELECTRA
               Did you think they were newlyweds?

                             RATH
               I didn't notice them.

                             ELECTRA
               When I first saw them I thought they
               were married.

                             RATH
               How do you know they're not?

                             ELECTRA
               I went into their room this
               afternoon.

                             RATH
               What?

                             ELECTRA
               It was no big deal.  I saw them
               leave, I went in.

                             RATH
               Jesus, if someone had --

                             ELECTRA
               Nobody ever sees me.   

                             RATH
               Why in the hell would you take that
               chance?

                             ELECTRA
               I heard them last night and it made
               me want to know something about
               them.  I wanted to, so I did.

     Rath shakes his head.  In the b.g., the WOMAN is ALMOST
     SCREAMING.

                             ELECTRA
               She is married, but not to him.
               Another man, much older.  She has
               four kids.  The young guy works for
               her.  And I think she likes kinky
               sex.

                             RATH
               Thank you.

                             ELECTRA
               Isn't it interesting though?  I
               mean, look at us, in this room.  Or
               yesterday, when we were walking in
               the plaza market.  I mean, we look
               like just another couple.  But what
               are we?  Doesn't it seem so crazy?

                             RATH
               No.

                             ELECTRA
               No?

                             RATH
               It's always been that way.  The
               world has always functioned on two
               levels.

                             ELECTRA
               I know.  It makes me crazy.

                             RATH
               Why?

                             ELECTRA
               I don't know.  When I was in
               college, I was forced to go to a
               psychiatrist because I was caught
               drilling holes in my dorm room
               floor.

                             RATH
               And you were drilling these
               holes...?

                             ELECTRA
               So I could watch the girl that lived
               under me.

                             RATH
               Apparently this doctor was unable to
               cure you.

                             ELECTRA
               He told me that my curiosity became
               unnaturally entangled with my sense
               of self-preservation.

                             RATH
               Did he explain how this happened?

                             ELECTRA
               He believed it all went back to one
               night, when as a little girl.  I
               watched my parents have this big
               fight, really big.  I thought my
               mother was going to kill my father.
               Then they went into their room and
               made up.  And I watched them make
               love through the keyhole.

     The WOMAN SCREAMS a final time in CLIMAX.

     Electra moves her queen, taking his other knight.

                             RATH
               What are you doing?

                             ELECTRA
               What?

                             RATH
               That's a ridiculous move.

                             ELECTRA
               Why?

                             RATH
               Because, I'll take it.

                             ELECTRA
               I'm playing white, remember.  You
               can't tell me which pieces to move.
               It doesn't work that way.

     He shrugs and takes her queen, the game continuing.

                             ELECTRA
               Can I ask you something?

                             RATH
               I'm sure you will.

                             ELECTRA
               Am I attractive?

     This gets his attention.

                             RATH
               Yes.

                             ELECTRA
               Are you attracted to me?

                             RATH
               Yes.

                             ELECTRA
               Why?

                             RATH
               Why?  I don't know.

                             ELECTRA
               Is it a physical thing, or a mental
               thing?

                             RATH
               Both.

     A good answer.  Electra smiles.

                             ELECTRA
               Is that why you didn't want to talk
               about women before?

                             RATH
               I didn't want to complicate the
               situation.

                             ELECTRA
               Attraction is a complication?

                             RATH
               It can be.

                             ELECTRA
               It happened to you before?

                             RATH
               Yes.

                             ELECTRA
               Who was she?

                             RATH
               Someone like me, like you.  A pro.

                             ELECTRA
               What happened to her?

                             RATH
               She was taken.

                             ELECTRA
               Did you --

                             RATH
               No.  I tried to stop it.  I
               couldn't.

                             ELECTRA
               Was she the only one?

                             RATH
               After her, I realized that to
               survive I had to live without...
               It's dangerous to let things become
               complicated.

                             ELECTRA
               Is this becoming complicated?

                             RATH
               I'm not sure that I care anymore.

     He looks up from the game.

                             ELECTRA
               Were you attracted to me right away?

                             RATH
               No.

                             ELECTRA
               When did it start?

                             RATH
               Honestly?

                             ELECTRA
               Uh-huh.

                             RATH
               When I gave you my gun and you
               almost shot me.

                             ELECTRA
               Maybe you should see a psychiatrist.

                             RATH
               Why?

                             ELECTRA
               That doesn't sound normal.

                             RATH
               I'm not normal.

                             ELECTRA
               I know.  That's why I'm attracted to
               you.  I mean, you make me nervous.
               You're intimidating.  Maybe it's my
               curiosity/self-preservation thing,
               but all I can really think about
               right now is kissing you.

     They rise up from the table, together, knocking over the
     chess game.  The pieces fall to the floor.

     They grab at each other, kissing, both of them hungry,
     aggressive.  They tear at each other's clothes and at
     their own clothes; it has a very awkward sense to it, as
     they become naked in front of each other.  There is
     nothing smooth or fluid about it, which makes it seem very
     real.

     He takes her, lifting her onto the table.

     She scoots and wiggles back, the chess pieces falling out
     of the way.

     She opens her legs and he moves in between them.

                             ELECTRA
               I wanted to tell you --

     Her breath rushes out, then back in.

                             ELECTRA
               My real name is Anna.

     He smiles.

                             RATH
               Martin.

                             ELECTRA
               Martin.

     Her legs wrap up around his hips and he pushes deeper into
     her.

                             ELECTRA
               Nice to meet you, Martin.


     INT. HOTEL PARAISO - HALL - NIGHT

     Outside of the room, we can hear the MUFFLED SOUNDS of TWO
     PEOPLE MAKING LOVE.


     EXT. COSTA BLANCA - NIGHT

     We are MOVING DOWN the street, LOW, OVER the old
     flagstones, TOWARDS the marble statue that Bain shot.

     On the ground are the shattered pieces of the head.

     CLOSER

     We see one of the pieces is part of the face, the eyes,
     which seem like the iris-less eyes of a chess king.

     CLOSER

     We MOVE INTO the blank white of that eye.

                                                 DISSOLVE TO:

     WHITE SQUARE GLOSSED WITH LIGHT

     We PULL BACK, RISING UP and AWAY, and see other squares,
     black and white like a chess board.

     A woman's HIGH HEELS CLICK past.

     RISING HIGHER, we see the woman walking.  A man crosses
     behind her, in another direction.

     HIGHER STILL, and we realize that we are looking at the
     black and white marble floor of the --


     INT. INTERNATIONAL BANCO DE MEXICO - DAY

     It is a strange and beautiful bank.

     The ceilings are vast, the suspended lights elaborate,
     baroque, the enormous clock on the wall, built to resemble
     a sun.

     It looks almost as though it could be a museum, with its
     massive oil paintings and bronze statues of important
     Mexican figures.

     Already it is crowded, people and security guards moving
     about beneath us.

     Rath steps onto the checkered floor and remembers.


     EXT. OUTDOOR CAFE

     The cafe is off the plaza.

     Electra sits at a patio table.  Down the street she can
     see the back of the burned-out hotel.

     She hears Rath in her ear-piece.

                             RATH (V.O.)
               All right.  I'm in the bank.  He'll
               move now.  How are you doing?

     She is nervous.

                             ELECTRA
               I'm ready.


     INT. BANK

                             RATH
               Good.

     Rath is wearing a well-tailored, gray silk suit and dark
     sunglasses.  In his hand is a very large briefcase.  He
     crosses the checkered floor to the teller windows.

                             TELLER
               May I help you?

                             RATH
               Yes.  Could you check on a transfer
               for me?

                             TELLER
               Your name, or account?

                             RATH
               Rath.  Robert Rath.


     EXT. CAFE

     Electra smiles when she hears him, mouthing the name
     "Martin."


     INT. BANK

     A BANK OFFICIAL walks over to the window, carrying a
     printed receipt, with a very bright smile.

                             OFFICIAL
               Senor Rath, we have received your
               transfer.

     He hands Rath the receipt.  He glances at it, checking the
     zeros.  There are seven of them.

                             RATH
               Good.  Now I'll need to close this
               account.  I'd like you to ready the
               paperwork.

     The smile fades.

                             OFFICIAL
               You wish to close this account
               today?

                             RATH
               That's correct.

                             OFFICIAL
               How would you like the funds?

                             RATH
               American currency.

                             OFFICIAL
               This will take some time.

                             RATH
               I have all day.


     EXT. CAFE

     Electra looks up over her book and Bain is there, moving
     down the side street, gliding through the crowd with the
     menacing indifference of a shark.


     INT. BANK

     The Official is talking to the teller in Spanish, when
     Electra whispers in Rath's ear.

                             ELECTRA
               He's here.

     Rath freezes.


     EXT. CAFE

     Electra watches as Bain moves along the plywood wall,
     covered with bills and posters, built to keep people out
     of the burned hotel.  He is carrying a long nylon duffel
     bag.

     At the corner, a section of the plywood has been pulled
     loose and Bain squeezes through, into the hotel.

                             ELECTRA
               He's inside.


     INT. BANK

     Rath is sitting in one of the high backed leather chairs
     set in pairs along the wall of the bank.

     He glances at the enormous clock, which reads 10:10.  He
     checks his Rolex.

                             RATH
               Now, we wait.


     INT. BURNED HOTEL PARAISO

     The center of the hotel is open.  Interior hall balconies,
     which line each floor, look down onto an old atrium
     courtyard.  The fire did the most damage here, spreading
     easily throughout the entire building.

     The skylight and ceiling at the top of this open area, has
     been destroyed and sunlight streams through throwing
     broken patterns of shadow and light onto the blackened
     floors and walls.

     Bain enters, and carefully begins climbing the charred
     staircase to the fifth floor.


     INT. BURNED HOTEL ROOM

     The room has been heavily burned, stained black from
     smoke.  The charred carpet crunches and cracks, as Bain
     walks across it to the window.

     As he nears the exterior wall, several FLOOR BOARDS BREAK
     with a brittle SNAP and he almost falls through.

                             BAIN
               Shit.

     He pulls his leg free.

     Outside the window, across the plaza, he sees the bank; a
     perfect site.

     Quickly he unzips the bag and lifts out the gun.

     He grabs a magazine and snaps it into place.

     He aims down at the bank's bright white stairs.  A man is
     walking down the steps and Bain finds the center of his
     forehead in the cross-hairs of the scope.

     Bain makes a gun noise, followed by the sound of a head
     bursting open.

     He giggles.

     Leaning against the wall, in the shadows of the window,
     the gun in his lap, he waits.

     Time slows to a crawl.

     Without taking his eye from the bank, Bain rummages
     through his bag and finds a pack of cigarettes.  He pulls
     one out with his lips and lights it.

     Taking a deep drag, he lets the smoke slowly leak out and
     drift up into the night.

                                                 DISSOLVE TO:

     SUN

     White hot.


     INT. BURNED HOTEL ROOM

     There are five cigarette butts ground into the blackened
     window sill, where Bain extinguishes another.

                             BAIN
               What in the fuck are you doing in
               there?

     The room is hot, a streak of sweat up his back and front.
     It is difficult to breathe.

     A man walks out of the bank, wearing a suit similar to
     Rath's.  Bain's body snaps erect, rifle instantly leveled.

     He sights the man's head, his finger tightening on the
     trigger, but he is not sure it is Rath.

     He looks over the scope, looks back.  The man reaches the
     bottom of the stairs.  Bain's body sags.

                             BAIN
               That's not him.  Jesus, Bain, baby,
               chill the fuck out.

     He takes a deep breath and wipes the sweat from his
     forehead, leaving a smear of black from the charcoal wood.

     He again fumbles through his bag, finding a container of
     bottled water.  He chugs the whole thing.


     INT. BANK

     The Official walks over to Rath with a number of papers to
     sign.

                             OFFICIAL
               Your signature, senor.  Everything
               is ready.

     Rath signs them, but does not get up.

                             OFFICIAL
               Excellent, senor.  If you could
               follow me?

                             RATH
               I'm sorry, but I am waiting for an
               associate.  Can you hold everything
               for me until he arrives?

                             OFFICIAL
               Of course, senor.

                             RATH
               Thank you.


     EXT. CAFE

     Electra is sipping at some iced tea, dizzy at the thought
     of all that money.

                             ELECTRA
               Ten million dollars, sitting there.
               Waiting... this is insane.


     INT. BANK

     There is a faint smile on Rath's lips.


     EXT. PLAZA

     The shadows are getting longer.


     INT. BURNED HOTEL ROOM

     Bain is rocking back and forth, breathing through his
     teeth.  He has to urinate.  Bad.

     He is checking every face that comes out of the bank with
     the scope.  Still nothing.

                             BAIN
               This is fucking insane.

     He grabs the empty plastic bottle, unzips his pants and
     begins refilling it.

     A man in a suit appears on the steps and Bain fumbles the
     bottle, spilling it as he lifts the gun.  It is not Rath.

                             BAIN
               Fucking God dammit!

     He hurls the bottle of piss across the room.


     INT. BANK

     The sun clock on the wall, perfectly still, reads 5:20.
     After a long beat a single minute clicks off.


     INT. BURNED HOTEL ROOM

     The sun is getting low.  The room much darker now.

     Bain sits at the window; his body a knot.

     A large group of tourists flow out of the bank and Bain's
     eyes light up.  One by one, the scope passes over each
     face.

     They trickle down the steps and into the plaza.

     The stairs are again empty.

     Bain screams, pounding the butt of the gun down, splitting
     open the floor.

     He looks at the bank.  Nothing.  He checks his watch.  In
     fifteen minutes the bank will close.

     He stands up.


     EXT. CAFE

     Electra is watching the back of the hotel, when Bain
     emerges from the shadows.

                             ELECTRA
               Oh my God.

     He is moving like a bullet, knocking into people who don't
     get out of his way.

                             ELECTRA
               He's coming.


     INT. BANK

     Rath looks up at the clock, smiles.

                             RATH
               Four minutes.

                             ELECTRA
               What?

                             RATH
               I waited another four minutes.

                             ELECTRA
               Shit.

                             RATH
               Wait until he is on the stairs.

                             ELECTRA
               Right.

                             RATH
               I'm taking off my mike.

                             ELECTRA
               Okay.

                             RATH
               Electra --

                             ELECTRA
               What?

                             RATH
               Last night --


     EXT. CAFE

     Electra smiles.

                             ELECTRA
               Was nice.

                             RATH
               Yes.

     She sees Bain storming up the stairs.  She stands, tosses
     several bills on the table and leaves.


     INT. BANK

     Bain charges into the bank, tearing off his sunglasses,
     scanning the room.  His face is a twisted grimace,
     streaked with black charcoal.  His body and clothes are
     covered in sweat and large salt rings.  His breathing
     labored.

     He sees Rath sitting comfortably, calm, his suit not even
     wrinkled and realizes that Rath has been waiting for him.

     His first instinct is to turn and run, but he stops
     himself.  He is confused, unsure.

     Then, as though understanding he has no choice, he puts
     his sunglasses back on and strides over to Rath, BOOTS
     CLICKING against the polished MARBLE.

     Bain sits down in the leather chair across from him.

                             BAIN
               How'd you know?  Just tell me that.
               How'd you fucking know?

                             RATH
               I knew the same way in ten years
               you're going to know.

                             BAIN
               What does that fucking mean?

                             RATH
               It means that I'm going to tell you
               things, even though I already know
               that you're not going to listen to a
               God damned thing I say.


     INT. BURNED HOTEL

     Electra carefully moves up to the fifth floor, then
     navigates around a large hole, towards the last room.


     INT. BANK

                             RATH
               It's irony.  That's what it is.  But
               the real irony is that you won't
               know it's irony until you're sitting
               over here.

     Bain isn't listening.  Instead he's watching, everyone who
     walks near them.

                             RATH
               When you walked in here and you saw
               me, sitting here, waiting; the first
               thing that went through your head
               was that you were a dead man.

     This catches Bain's ear.

                             RATH
               You're thinking that you've been
               sold out.  That's the only way I
               could know you were out there.  Why
               would you think this?  Because you
               don't trust your contractor.  You
               don't trust anyone.  It's automatic.
               It's the first and last commandment.
               It's the only thing that keeps you
               alive.  So, try as I might to tell
               you the truth, you can't believe me.
               Do you see the irony of the
               situation?  It's kind of funny,
               isn't it?

     Bain is not laughing.


     INT. BURNED HOTEL ROOM

     Inside the burned out closet, Electra finds Bain's nylon
     duffel bag.

     Digging through it, she finds his Gameboy, his Walkman,
     his .22, ammunition clips and several issues of Soldier of
     Fortune and a Punisher comic book.

     The rifle is not here.


     INT. BANK

                             RATH
               Listen to me, Bain.  Two days ago,
               you contacted your contractor, who
               told you that they knew when and
               where I was going to pick up the
               transferred money from MicroCell.
               You don't know how they got the
               information.  It bothered you, but
               you didn't care.  How do I know
               this?  Because ten years ago, I was
               sitting in that chair, as scared
               shitless as you are now.

                             BAIN
               I ain't scared of you.

                             RATH
               Yeah you are and you hate it.  You
               hate the fact that your hand is
               shaking and mine isn't.  That you're
               sweating your balls off and I'm not.
               You've got fear and hate in your
               belly like battery acid, all because
               of me.

                             BAIN
               If you think you can take me, quit
               fucking bullshitting and try it.

                             RATH
               All right, Bain.  Pay attention,
               because this is where everything
               changes.


     INT. BURNED HOTEL

     Electra is beginning to panic.  She cannot find the gun
     and has started looking in other rooms.


     INT. BANK

                             RATH
               You're a businessman, right?  This
               is a business deal.  Behind that
               counter, I have over ten million
               dollars.  I'll give you half of it,
               more money than you'll make in the
               next ten years if, you walk away.

     Bain's face changes, muscles relaxing, the tension
     slipping out of him.

                             BAIN
               Five million dollars?

                             RATH
               That's right.

                             BAIN
               Shit.  That sure is a lot of money.

     Bain is smiling.

                             RATH
               Did you see how I did that?  Magic
               wasn't it?

                             BAIN
               What?

                             RATH
               You understand what's going on?  It
               makes sense, right?

                             BAIN
               Oh, yeah.

                             RATH
               What I just said, no assassin would
               say.  What I've said, only a mark
               would say.

     They stare at each other.

                             BAIN
               You think I would be an idiot to
               pass up five million dollars.

                             RATH
               You would be.

                             BAIN
               You don't know a fucking thing about
               me.  You don't have the slightest
               fucking clue.

                             RATH
               Why don't you tell me.

                             BAIN
               I'll tell you this.  After
               Cleveland, I thought I was lucky to
               be alive.  But now, here, I just
               realized that you were the lucky
               one.

                             RATH
               Now I'll tell you something.  It
               wouldn't fucking matter if I offered
               you one hundred million dollars.
               You'd still be thinking the same
               thing, that you're going to take me.
               And here I am, sitting through this,
               knowing it's bullshit, looking at
               you and the only thing going on in
               my mind, the only thing I can think
               is that, in just a few minutes I'm
               going to take you.

     Bain jumps out of the seat.

                             BAIN
               Yeah, okay!  I'm ready!  Let's
               fucking go!

     He's walking, turning, watching everything, everyone.
     He's out the door.


     INT. BURNED HOTEL

     Electra is on the fourth level, searching desperately for
     the gun, rushing through the black skeletal remains of the
     hotel.

     In her ear she hears Rath.

                             RATH (V.O.)
               Electra?

     She shrieks.


     INT. BANK

     Rath is at the counter, as the Official loads perfectly
     stacked blocks of crisp one hundred dollar bills into the
     case.

                             RATH
               Electra?


     INT. BURNED HOTEL

     Electra is frantic.

                             ELECTRA
               God, I can't find it!  I can't find
               it!  I can't find the fucking gun!


     INT. BANK

     For Rath, everything has changed.


     EXT. PLAZA

     In long, pounding strides, Bain crosses the square,
     twisting, glancing back, watching.


     INT. BURNED HOTEL

     Electra nears the room below the fifth story window.

                             ELECTRA
               It wasn't with his other stuff!


     INT. BANK

     Rath is now afraid.

                             RATH
               Electra, get out.


     EXT. SIDE STREET

     Bain nears the opening in the plywood wall.


     INT. BURNED HOTEL

     Electra looks up and there is the gun; supported by black
     plumbing pipe and charred lathe.  It hangs in the space
     between two joists, hidden in the upstairs floor.

                             RATH (V.O.)
               He's coming, Electra!  Get out now!

                             ELECTRA
               Oh, God.  I see it!

     She reaches for it, but it's too high.

                             RATH (V.O.)
               Electra, listen!  You have got to
               come to the bank for the money!  The
               money!

     She is not listening; she is rushing down the hall, back
     toward the stairs.

     Just as she grabs the rail, she hears BAIN STORMING INTO
     THE LOBBY below.

     She begins climbing the stairs, quickly but quietly.

     Bain is a rampaging beast, lunging up the stairs.


     INT. BANK

     The bank is almost empty.  Rath has begun to sweat.

                             RATH
               Electra!

     The Official looks at him strangely, stacking the last of
     the green paper blocks.


     INT. BURNED HOTEL

     Electra peeks over the rail to see Bain right behind her.

                             RATH (V.O.)
               Electra!

     The voice screams in her ear and she tears the mike off,
     stuffing it in her pocket.


     INT. BANK

                             RATH
               Electra, what's happening?  What are
               you --

     The Official closes the case and snaps the clasps shut.

                             OFFICIAL
               Finido, senor.


     INT. BURNED HOTEL

     Electra turns into the hotel room just as Bain reaches the
     fifth floor.  There is no time.
     
     She slips into the closet, as Bain whips around the corner
     into the room.  He rushes to the window, slamming himself
     against it.

                             BAIN
               You're gonna take me?  Come on!
               Come on, motherfucker!

     He bends down and from the hole that he fell into, pulls
     out the assault rifle.

                             BAIN
               Take this!  Take this, you fuck!

     Electra watches through the slits of the blackened wood
     lathe.

     He pounds his fist rapidly into his thigh and then through
     the wall.

                             BAIN
               Motherfucker!

     He stands suddenly, perfectly still, gun aimed at the
     bank.

                             BAIN
               Comeon-comeon-comeone-it'sover-
               gameover-comeon.


     INT. BANK

     The sun clock reads six o'clock.

     There is no one left in the bank except for employees and
     guards.

     The Official is at Rath's elbow leading him towards the
     metal gates.

                             OFFICIAL
               We are closed, senor.  Thank you for
               banking with us.

     It is happening as it happened ten years ago.  Rath knows
     that he is unable to stop it.


     INT. BURNED HOTEL

     Bain is rigid, cast in iron, the rifle rammed under his
     chin, sight tight to his eye, finger wrapped around the
     trigger.

     Electra silently, ever so delicately opens her bag,
     lifting out her gun.

                             BAIN
               Make me shit, you sorry ass piece of
               mark meat!  Come on, come on.  It's
               over!  I know it!  You know it!  We
               know it!

     In the...


     TELESCOPIC SIGHT

     we watch Rath step out of the bank, the doors closing
     behind him.


     BACK TO SCENE

     Bain smiles.


     INSIDE CLOSET

     Electra slowly rises, still watching Bain.


     EXT. PLAZA

     The sun has begun to set and the entire plaza has a deep
     orange and auburn cast.

     Rath looks down at the descending, white, stone steps.

     He steps down to the first stair.


     INT. BURNED HOTEL

                             BAIN
               Lift your head, motherfucker.

     Electra is standing.  The gun clenched in her shaking
     hand.

                             BAIN
               Look up here.


     TELESCOPIC SIGHT

     The cross-hairs are an "X" on Rath's head.


     BACK TO SCENE

                             BAIN
               Look up.  Look at me.  I want to see
               your face.


     EXT. PLAZA

     Rath looks across the square, up the side of the hotel, at
     the window; there is only black shadow.

     He knows it is over.


     INT. BURNED HOTEL

                             BAIN
               Yes.

     Electra shoves open the door, leveling the gun --

     As Bain turns.

                             BAIN
               Wha --

     She FIRES.

     His shoulder explodes, blood spraying the black wall.


     EXT. PLAZA

     Rath hears BAIN SCREAM.

                             RATH
               Electra.

     His eyes, his whole body comes to life.


     INT. BURNED HOTEL

     Bain is twisting in mid-air, diving as --

     She FIRES again, moving at him.  A chunk of WOOD EXPLODES
     as she misses.

     He falls, the burned FLOOR SHATTERING, charred JOISTS
     SHEARING with the sound of BREAKING GLASS.

     She watches him fall through, hears him HIT the FLOOR
     below, ASH and WOOD CLATTERING around him.

     The gun trained on the hole, she peers over the edge, but
     he is gone.


     EXT. PLAZA

     Rath races wildly across the darkening market square.


     INT. BURNED HOTEL

     Bain, lying on his back, aims the rifle at her FOOTSTEPS.

                             BAIN
               Die, bitch!

     He FIRES, finger pumping, BULLETS ERUPTING through the
     floor around her feet.

     Screaming, she leaps out of the room, into the hall.

     His shoulders oozing blood, Bain clenches his teeth and
     rises, listening as --

     She sprints for the stairs at the far end of the hall.

     Beneath, he moves to the railing and aims at the
     staircase, waiting, until --

     Electra freezes at the top of the stairs, realizing that
     they are exposed.

     She flashes her head, quickly dipping back as the WALL is
     PERFORATED with BULLETS.

                             BAIN
               Fuck!  God damn bitch!  What are you
               doing?  I don't believe this is
               happening!

     She can hear him coming, his voice ECHOING through the
     hollow building.  She looks down the stairs, the hall,
     above; there is nowhere to go.

                             BAIN
               You're dead!  You're fucking dead!
               I'm going to kill you a hundred
               fucking times for this!

     Bain FIRES up at the ceiling, the BULLET tearing through
     the floor, WHIZZING past Electra's head.  If she moves
     he'll know her position.

     He FIRES another.

     Electra sinks down, her back against the wall and aims at
     the floor.

     Another SHOT.

     She FIRES back.

     Bain closes, as they both start FIRING, silenced WEAPONS,
     flashing, PUMPING LEAD at unseen targets.

     Her gun empties first.

     He laughs hearing the CLICK.

                             BAIN
               Game over, bitch!

                             RATH
               Bain!

     Rath's scream ECHOES up through the building.

     Before Bain can target him, Rath is gone; a shadow, a
     ghost.  He scans the hotel's courtyard.  The last light
     from the setting sun slips through the slits, cracks and
     broken window panes, casting patterns; a surreal dream-
     like grid resembling a chess board.

     Electra sees her chance.  She leaps to her feet, throwing
     the gun over the balcony.

     The two men watch the GUN CLATTER to the floor as she
     races back to the room.

                             BAIN
               Fuck no!

     Rath grabs the gun tracking Bain hurling up the stairs to
     the fifth floor.  Rath pulls the trigger and finds the gun
     is empty.

                             RATH
               Shit!

     Bain reaches the top of the stairs before Electra gets to
     the end of the hall.

     Rath sees it all happening.

                             RATH
               Electra!

     Bain snaps into a targeting stance.

     Electra is flying toward the door, her feet hardly
     touching the floor --


     TELESCOPIC SIGHT

     When the cross-hairs find her back.


     BACK TO SCENE

                             RATH
               Electra!

     Time becomes syrup.

                             RATH
               Down!  Get down!

     Bain FIRES.

     Electra dives.

     The blackened DOOR JAMB SPLINTER-BURSTS in front of her.

     She bounces, scrambling on all fours into the room.

     Bain hurries down the hall after her as Rath bolts for the
     stairs.

     Seeing Rath exposed on the stairs, Bain whips around and
     FIRES, the WALL SHREDDING behind Rath as he dives back
     down into the shadows.

     Ripping open Bain's duffel bag Electra grabs Bain's .22.

     Bain advances steadily, the rifle trained on the door.

     Inside the room Electra grunts, hurling the duffel bag out
     the door.  It spins over the balcony and plummets to the
     ground and bursts open.

     A GUN CLIP SKITTERS across the stone tile coming to rest
     in the middle of the courtyard.

     Rath and Bain both see it.

     Staying hidden, Rath immediately circles towards it.

     Bain sweats, looking at the door, down at the clip, then
     back at the door.  Something's got to give.

     Unsure what to do Electra waits, the gun clenched between
     her two hands, covering the empty, dark space of the door.

     Bain makes his choice, moving towards room 502.

     Rath sees that Bain is going after Electra.  He takes a
     slow breath and tears from the shadows --

     Bolting into the open, Rath is focused wholly on the clip,
     the ground a blur beneath him --

     Bain reacts; the rifle swings, rushing, arcing after Rath.

     Two more steps and Rath dives, sliding, snagging the clip
     as --

     The RIFLE SPITS --

     Rath screams, his leg erupting with blood.


     TELESCOPIC SIGHT

     The scope glides up zeroing the back of Rath's head.


     BACK TO SCENE

     Rath rams the clip in place.

                             BAIN
               Game --

     Bain squeezes the trigger --

     CLICK -- the rifle is empty.  Bain screams in disbelief.

     Rolling over, Rath jacks back the slide and sights the
     balcony but Bain is gone.

     Electra searches the room for a way out.  Keeping the gun
     trained on the door she steps carefully over to the hole
     that Bain fell through.

     Grimacing, Rath struggles to his feet.

                             RATH
               Electra!

     Bain explodes through the wall, charred wood and plaster
     flying.

     Electra spins to shoot but the FLOOR suddenly CRACKS OPEN,
     swallowing her.

     Limping, lurching up the stairs, Rath hears the CRASH.

     Jarred by the fall, Electra drags herself away from the
     open ceiling.

                             RATH
               The gun!  He needs the gun!  Get rid
               of it!  Throw it!

     She looks up for Bain but he has again disappeared.  She
     looks at the gun, thinking, turning it over in her hands.

     His leg soaked with blood, Rath rumbles down the hall.

     Black with soot, Bain descends soundless, serpent-like to
     the fourth level through another burned opening.

     Electra moves towards the door aiming at every sound, at
     every dark corner.  She is almost there when we see Bain,
     a shadow coming to life, emerging behind her.

     Lumbering, Rath is halfway there, his eyes riveted on the
     door to room 502.

     Hearing Bain, Electra turns.  In one smooth motion, he
     snatches her arm and breaks her wrist.  The gun falls.

     Rath hears her scream.

     Electra kicks at his groin but he drops, leg sweeping her
     to the ground.

     She gropes for the gun when he kicks her in the face,
     jack-knifing her body back, knocking her unconscious.

     Bain grabs the gun.

     Rath whips into the room BLASTING --

     BULLETS CHASING Bain as he disappears into a blackened
     hole.

     Rath goes to Electra not knowing if she is alive or dead.
     Gently he turns her, cradling her head, her face, smeared
     with blood.

     From within the labyrinth, Rath hears BAIN begin to LAUGH.

                             BAIN (O.S.)
               Hey!  Tell me something, Bobby-boy.

     Electra comes to, her eyes blinking open.

                             BAIN (O.S.)
               Are you still thinking that you're
               going to take me?

     Electra is trying to focus, as Rath listens to the voice,
     searching the shadows but the voice seems to come from
     everywhere.

                             BAIN (O.S.)
               No, I don't think you are.  You know
               what I think?

     The voice is closer.  Rath wipes the stinging sweat from
     his eyes.

                             BAIN (O.S.)
               I think you're thinking what I'm
               thinking.

     Still dizzy, Electra taps her fist against Rath's chest.

                             BAIN (O.S.)
               You know what I'm thinking,
               Bobby-boy?!

     It seems as though Bain is in the room.

                             BAIN (O.S.)
               You know what I'm thinking?!

     Electra opens her fist and inside Rath sees the handful of
     bullets from the other gun.

     Bain whirls INTO VIEW, his gun whipping around to Rath who
     turns too slow.

     Bain pumps the trigger.  ONE CLICK.  ANOTHER.  And
     ANOTHER.  The gun is empty.

                             RATH
               Yeah, I know what you're thinking.

     He levels his gun.

                             RATH
               Game over.

     Rath FIRES, OVER and OVER, emptying the GUN into Bain's
     head and chest, even as he crashes through the balcony
     railing and falls, twisting through lightless space,
     slamming to the stone floor dead.


     EXT. PLAZA DEL SOL - NIGHT

     The sun is gone, the market is closing, the crowd drifting
     from the plaza.

     A man and a woman emerge from the shadows of the alley
     beside the boarded hotel.  Although they walk a bit slow,
     leaning on one another, they become it seems, like just
     another couple, arm in arm, holding tightly to each other
     and to a very large suitcase.

                                                 FADE OUT.

                              THE END