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Casino Movie Script

Writer(s) : Nicholas Pileggi, Martin Scorsese

Genres : Crime

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                           CASINO

                               By

                   Nicholas Pileggi



EXT. RESTAURANT PARKING LOT, LAS VEGAS, 1983 - DAY

SAM 'ACE' ROTHSTEIN, a tall, lean, immaculately dressed man 
approaches his car, opens the door, and gets inside to turn 
on the ignition.

                      ACE (V.O.)
          When you love someone, you've gotta 
          trust them. There's no other way. 
          You've got to give them the key to 
          everything that's yours.  Otherwise, 
          what's the point? And, for a while... 
          I believed that's the kind of love I 
          had.

Suddenly, the car explodes. Flames, smoke and metal rise 
into the sky covering the view of the Las Vegas casinos and 
their signs.

Music in: J.S. Bach - 'St Matthew Passion'.

Ace's body comes flying in - extreme slow motion. His body 
twists and turns through the frame like a soul about to tumble 
into the flames of damnation.

MAIN TITLE SEQUENCE.

INT. TANGIERS CASINO FLOOR - NIGHT

Vignette of ACE through rippling flames, we move in on ACE 
ROTHSTEIN overseeing the casino. He lights a cigarette.

                      ACE (V.O.)
          Before I ever ran a casino or got 
          myself blown up, Ace Rothstein was a 
          hell of a handicapper, I can tell 
          you that. I was so good, that whenever 
          I bet, I could change the odds for 
          every bookmaker in the country. I'm 
          serious. I had it down so cold that 
          I was given paradise on earth. I was 
          given one of the biggest casinos in 
          Las Vegas to run, the Tangiers...

INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - 
NIGHT

Vignette of MOB BOSSES sitting at a table surrounded by food 
and wine like the gods of Olympus.

                      ACE (V.O.)
          ...by the only kind of guys that can 
          actually get you that kind of money: 
          sixty-two million, seven-hundred 
          thousand dollars. I don't know all 
          the details.

                      NICKY (V.O.)
          Matter of fact...

INT. BAR, LAS VEGAS - NIGHT

Vignette of NICKY SANTORO standing at a bar with DOMINICK 
SANTORO, his brother, and FRANK MARINO, his right-hand man.

                      NICKY (V.O.)
          ...nobody knew all the details, but 
          it should'a been perfect. I mean, he 
          had me, Nicky Santoro, his best 
          friend, watching his ass...

INT. NIGHTCLUB - NIGHT

Vignette of GINGER MCKENNA a dazzling thirty-one-year-old 
blonde seated by a small fiery pool.

                      NICKY (V.O.)
          ...and he had Ginger, the woman he 
          loved, on his arm.  But in the end...

INT. TANGIERS SPORTSBOOK/ACE'S OFFICE - NIGHT

ACE looks over the casino he rules.

                      NICKY (V.O.)
          ...we fucked it all up. It should'a 
          been so sweet, too.  But it turned 
          out to be the last time that street 
          guys like us were ever given anything 
          that fuckin' valuable again.

EXT. LAS VEGAS - NIGHT

Aerial shot coming down out of the clouds over the brightly 
lit Vegas Strip and off into the blackness of the desert 
night.

                      ACE (V.O.)
          At that time, Vegas was a place where 
          millions of suckers flew in every 
          year on their own nickel, and left 
          behind about a billion dollars. But 
          at night, you couldn't see the desert 
          that surrounds Las Vegas...

EXT. DESERT - DAWN

Aerial shot swooping along the desert floor, then rising 
above the mist to reveal mountains in the distance.

                      ACE (V.O.)
          But it's in the desert where lots of 
          the town's problems are solved.

                      NICKY (V.O.)
          Got a lot of holes in the desert, 
          and a lot of problems are buried in 
          those holes. Except you gotta do it 
          right. I mean, you gotta have the 
          hole already dug before you show up 
          with a package in the trunk.  
          Otherwise you're talkin' about a 
          half-hour or forty-five minutes of 
          diggin'. And who knows who's gonna 
          be comin' along in that time? Before 
          you know it, you gotta dig a few 
          more holes. You could be there all 
          fuckin' night.

EXT. LAS VEGAS STRIP, 1973 - NIGHT

TITLE IN: 'THE STRIP', 'LAS VEGAS', 'TEN YEARS EARLIER'

ACE is greeted by a casino exec and walked through the 
brightly lit entrance to the Tangiers Casino.

                      ACE (V.O.)
          Who could resist? Anywhere else in 
          the country, I was a bookie, a 
          gambler, always lookin' over my 
          shoulder, hassled by cops, day and 
          night. But here, I'm 'Mr Sam 
          Rothstein'. I'm not only legitimate, 
          but running a casino. And that's 
          like selling dreams for cash.

INT. TANGIERS CASINO - NIGHT

We see ACE enter alone. He is greeted by BILLY SHERBERT. 
They are joined by top executives RICHIE and RONNIE in suits 
and ties. They walk through the casino, past crowded and 
noisy craps tables, spinning roulette wheels, blackjack 
tables, poker-faced players at poker tables, and elegant, 
cordoned-off, black-tie, baccarat tables.

                      ACE (V.O.)
          I hired an old casino pal, Billy 
          Sherbert, as my manager and I went 
          to work.

                      SHERBERT
               (Introducing the EXECS 
               to ACE)
          ...And this is Ronnie, who takes 
          care of the card room...

                      ACE (V.O.)
          For guys like me, Las Vegas washes 
          away your sins. It's a morality car 
          wash. It does for us what Lourdes 
          does for humpbacks and cripples. 
          And, along with making us legit...

INT. TANGIERS/HARD COUNT ROOM - NIGHT

Dolly back from a wall of money. An employee pours a bucket 
full of coins into a trough. Camera follows progress as 
numerous coins move on a conveyor system, through a sorting 
machine. Camera reveals several rolls of coins on a lower 
conveyor as they move up a ladder towards an employee's hands, 
who then places the rolls on a rack.

                      ACE (V.O.)
          ...comes cash. Tons of it. I mean, 
          what do you think we're doing out 
          here in the middle of the desert?  
          It's all this money. This is the end 
          result of all the bright lights and 
          the comped trips, of all the champagne 
          and free hotel suites, and all the 
          broads and all the booze. It's all 
          been arranged just for us to get 
          your money. That's the truth about 
          Las Vegas.

INT. TANGIERS/FLOOR/SOFT COUNT ROOM - DAY

Camera follows JOHN NANCE carrying a small suitcase and 
walking through the casino to a door leading to the cashier's 
cage. The sign on the door reads 'Authorized Personnel Only'. 
He walks through the cage, to another door: 'Notice - Keep 
Out'.

                      ACE (V.O.)
          We're the only winners. The players 
          don't stand a chance. And their cash 
          flows from the tables to our boxes 
          ...through the cage and into the 
          most sacred room in the casino ...the 
          place where they add up all the money 
          ...the holy of holies ...the count 
          room.

He opens the door. We see inside the count room from NANCE'S 
point of view.

It looks like the area behind a teller's cage in a bank. A 
large room, windowless, decor-free. One side is a mesh cage, 
opened to reveal stacks of cash boxes. Several COUNTERS in 
white shirts are gathered around a glass table counting and 
sorting paper money.)

                      ACE (V.O.)
          Now this place was off limits.

                      COUNTER #1
          Verify two thousand.

                      ACE (V.O.)
          Even I couldn't get inside, but it 
          was my job to keep it filled with 
          cash. That's for sure.

                      NICKY (V.O.)
          They had so much fuckin' money in 
          there, you could build a house out 
          of stacks of $100 bills. And the 
          best part was that upstairs, the 
          board of directors didn't know what 
          the fuck was going on.

At one end of the room the clerks empty the metal boxes and 
rapidly count the cash at a counting table. The camera follows 
a cash 'drop box' being lifted from the stack by a clerk. He 
pours the cash on to the table and shows the empty box to a 
video camera. COUNTER #2 rapidly counts the cash and 
announces:

                      COUNTER #2
          Five thousand.

                      NICKY (V.O.)
          I mean, to them everything looked on 
          the up and up. Right? Wrong.

The first counter recounts the cash.

                      COUNTER #1
          Verify five thousand.

                      NICKY (V.O.)
          The guys inside the counting room...

Stacks of bills lie nearby. The camera pans across the room 
to another table manned by a COUNT ROOM EXECUTIVE who repeats 
the figure and writes it down on a master list.

                      COUNT ROOM EXEC
          Five thousand.

We move back to NANCE opening a cabinet full of stacks of 
$100 bills. He opens his suitcase and begins to fill it with 
cash. As he does this, the workers studiously look in other 
directions.

                      NICKY (V.O.)
          ...were all slipped in there to skim 
          the joint dry.  They'd do short 
          counts, they'd lose fill slips. They'd 
          even take cash right out of the drop 
          boxes. And it was up to this guy 
          right here [NANCE], standin' in front 
          of about two million dollars, to 
          skim the cash off the top without 
          anybody gettin' wise ...the IRS or 
          anybody.

                      COUNTER #1
          Verify two hundred.

NANCE closes the case and walks out. One of the counters 
dumps another container of money on the table.

                      NICKY (V.O.)
          Now, notice how in the count room 
          nobody ever seems to see anything. 
          Somehow, somebody's always lookin' 
          the other way. Now, look at these 
          guys [COUNTERS]. They look busy, 
          right?  They're countin' money. Who 
          wants to bother them? I mean, God 
          forbid they should make a mistake 
          and forget to steal. Meanwhile, you're 
          in and you're out.

NANCE exits the count room and proceeds through the lobby of 
the casino, passing ACE and SHERBERT, to a side exit door.

                      NICKY
          Past the jag-off guard who gets an 
          extra c-note a week just to watch 
          the door.  I mean, it's routine. 
          Business as usual: in, out, hello, 
          goodbye. And that's all there is to 
          it. Just another fat fuck walkin' 
          out of the casino with a suitcase. 
          Now, that suitcase was goin' straight 
          to one place: right to Kansas City 
          ...which was as close to Las Vegas 
          as the Midwest bosses could go without 
          gettin' themselves arrested.

NANCE leaves the casino and gets into a cab parked at the 
curb.

EXT. KANSAS CITY AIRPORT - DAY

NANCE arrives. He is greeted by ARTIE PISCANO, a gray-haired 
sixty-year-old underboss.

TITLE IN: 'KANSAS CITY'

                      NICKY (V.O.)
          That suitcase was all the bosses 
          ever wanted ...and they wanted it 
          every month.

                      PISCANO
          Hey, John, how are you? How was your 
          ride?

EXT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

NANCE, with suitcase, and PISCANO leave the car and enter 
the produce market.

                      NICKY (V.O.)
          Now this old Mormon fuck here...

              CUT TO: NANCE, AS HE GETS OUT OF PISCANO'S CAR

INT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

NANCE and PISCANO walk through the grocery store, through 
the warehouse, past various employees to a doorway leading 
into the back room, where they are greeted by five older men 
around a large wooden table with bowls of macaroni and old 
jelly glasses filled with red wine.

                      NICKY (V.O.)
          ...he had to fly in with suitcases 
          once a month, nice and easy.

                      NANCE
          Somethin' smells good.

                      PISCANO
          Yeah, they made us somethin' to eat.

                      NICKY (V.O.)
          The bosses would come from all over 
          the place: Detroit, Cleveland, 
          Milwaukee. All over the Midwest.  
          And they would meet in the back of 
          this produce market in Kansas City. 
          I mean, nobody even knew.

NANCE shakes hands with AMERICO CAPELLI, sixty-eight, a bald, 
affable Milwaukee entrepreneur and ARTHUR CAPP, his thirty-
year-old yuppie lawyer son.

Camera continues to pan around the room.

                      NICKY (V.O.)
          One of the guys made his mother do 
          all the cooking.

On VINCENT BORELLI, seventy-year-old Kansas City boss.

                      BORELLI
          Did you ever see that guy Jerry 
          Steriano?

On VINNIE FORLANO, mid-seventies, an old-timer who once drove 
for Capone and is now Remo Gaggi's right-hand man.

                      FORLANO
          Jerry Steriano?

                      BORELLI
          Yeah.

                      NICKY (V.O.)
          Now, these old greaseballs might not 
          look it, but believe me, these are 
          the guys who secretly controlled Las 
          Vegas.

PISCANO joins his MOTHER and DAUGHTER by a stove.

                      PISCANO'S MOTHER
          That man's here again.

Piscano dips a piece of bread into a pot of tomato sauce.

                      NICKY (V.O.)
          Because they controlled the Teamsters' 
          Union, and that's where you had to 
          go if you wanted to borrow money to 
          buy a casino.

                      BORELLI (O.S.)
          When you've finished with him, I 
          want him.

                      PISCANO'S MOTHER
               (Carrying a plate of 
               food to the table 
               where BORELLI and 
               FORLANO are seated.)
          Here you are, gentlemen.

                      NICKY (V.O.)
          And nobody got a Teamsters' loan, 
          unless the guys in this room knew 
          they were gonna get their little 
          suitcases.

FORLANO gets up from the table and walks toward NANCE.

                      NICKY (V.O.)
          Guys like this antique here [FORLANO], 
          out of Detroit. Or especially guys 
          like Remo Gaggi, the outfit's top 
          boss.

NANCE embraces REMO GAGGI who's seated on a couch, and sits 
across from him.

                      GAGGI
          You got a round figure on it?

                      NICKY (V.O.)
          Definitely the most important guy in 
          this room.

                      NANCE
               (Picking up the 
               suitcase)
          About twenty pounds.

                      GAGGI
          So?

                      NANCE
          That's around seven hundred thousand.

                      GAGGI
          Uh-huh, good.

NANCE opens the case to reveal the money.

                      ANDY STONE
               (Off-screen, from 
               following scene)
          I know it's a little early for Las 
          Vegas...

INT. TANGIERS EXECUTIVE OFFICE PRESS CONFERENCE/BANQUET ROOM - 
DAY

Camera tilts down a model of the Tangiers Hotel and Casino, 
then reveals the cover of Business Week magazine with a 
drawing of PHILIP GREEN, a young corporate type, smiling out 
under the headline: 'Philip Green, Vegas Wunderkind'.

                      STONE (O.S.)
          ...but I do want to welcome the ladies 
          and gentlemen of the gaming industry.

On ANDY STONE, a middle-aged man at a podium giving a speech 
while GREEN, seated at a table, looks on. PHOTOGRAPHERS flash 
their cameras. ACE and SHERBERT, sitting next to GREEN, also 
watch the photo op ceremony.

                      ACE (V.O.)
          As far as the world was concerned 
          Andy Stone, the head of the Teamsters' 
          Pension Fund, was a legitimate guy.

                      STONE
          This is a very auspicious occasion.

                      ACE (V.O.)
          A powerful man.

                      STONE
          Philip, if you would rise.

Green stands up.   

                      ACE (V.O.)
          He even played golf with the 
          President.

                      STONE
          On behalf of the Teamsters' Pension 
          Fund, it is my pleasure to present 
          to you . . .

                      ACE (V.O.)
          But Andy also took orders. And when 
          he was told to give a pension fund 
          loan to Philip Green...

                      STONE
               (Handing GREEN a large 
               cardboard facsimile 
               'check')
          ...this check for $62,700,000 for 
          the new Tangiers.

                      GREEN
          Thank you.

                      ACE (V.O.)
          ...he did what he was told.

PHILIP GREEN, who is now the head of the Tangiers Hotel and 
Casino Corporation, is standing at the podium giving a speech.

                      NICKY (V.O.)
          Now here was the perfect front man. 
          I mean, what the fuck else could he 
          be?  He didn't know too much. He 
          didn't want to know too much, 
          especially that the bosses made the 
          Teamsters lend him the money. He 
          wanted to believe the Teamsters gave 
          him all that fuckin' money 'cause he 
          was smart.

An exploding flash bulb fills the screen.

                      GREEN
          ...I say that, knowing full well 
          just how much competition we have in 
          this great city.

EXT. CHEAP MOTEL OFF HIGHWAY - DAY

We see a MAN and a WOMAN swimming underwater. Camera reveals 
that they are in a motel swimming pool with glass portholes.  
Expensive cars are parked outside one of the rooms. Hoods 
stand around outside the door.

                      NICKY (V.O.)
          And where they got Green from - who 
          the fuck knows?  All I know is that 
          Green was an Arizona real estate 
          hustler, who barely had enough gas 
          money to come and pick up his own 
          fuckin' check...

INT. TANGIERS EXECUTIVE OFFICE PRESS CONFERENCE/BANQUET ROOM - 
DAY

We return to the press conference. Photographers snap away. 
In the background are six-foot blow-ups of the Business Week 
cover. The camera moves past GREEN, CAPP and several other 
men, past SHERBERT, to ACE.

                      NICKY (V.O.)
          Now, all they needed was somebody 
          they could trust to run the casino. 
          And who better than Ace?  I mean, he 
          was already in Vegas a couple of 
          years and he had the fuckin' place 
          clocked.

FREEZE FRAME ON ACE.

INT. TANGIERS SWIMMING POOL - DAY

Camera looks straight down from the top of a hotel to a large 
pool area.

                      NICKY (V.O.)
          But typical Ace...

INT. TANGIERS SWIMMING POOL/POOLSIDE - DAY

STONE, in a bathing suit and robe, sits on a lounge chair 
with a telephone. ACE, in sports clothes, sits on another 
chair.

                      NICKY (V.O.)
          ...give him a shot at runnin' a casino 
          and he tries to talk you out of it.

                      ACE
          You know, I don't know if I could do 
          this even if I wanted to. The Gaming 
          Commission would never give me a 
          license. I have at least two dozen 
          gambling and bookmaking pinches on 
          me.

                      STONE
          You don't have to have a license to 
          work in a casino. All you gotta do 
          is apply for one. The state law says 
          you can work in a casino while they're 
          processing your application. They 
          got a ten-year backlog.

                      ACE
          But what happens when they do find 
          out?

                      STONE
          Why would they want to find out? 
          We're puttin' a hundred million into 
          this desert here. Why would they 
          want to lock us out?  And besides, 
          they'll never find out. All you gotta 
          do is keep changing your job title. 
          Like, uh, from Casino Executive to 
          Food and Beverage Chairman. And what 
          happens it, they take your 
          application, they put it at the bottom 
          of the pile. I know guys workin' 
          there for thirty years, don't have a 
          license.

                      ACE
               (Exhales)
          It's a tough proposition, Andy. You, 
          you know, if I did it, I'd have to 
          run it my way.

                      STONE
          You got it.

                      ACE
          I'm serious. No interference.

                      STONE
          Nobody's gonna interfere with your 
          running the casino. I guarantee it.

Stone lights a cigarette.

INT. TANGIERS CRAPS PIT - NIGHT

ACE blows on a die.

                      NICKY (V.O.)
          And that's how that got Ace to take 
          over.

ACES's hands place the die into a micrometer.

                      NICKY (V.O.)
           
          They wanted him because Ace ate, 
          slept and breathed gambling.

Camera swish tilts up to ACE, then swish pans to boxman, 
dealers and players watching him, trying to act calm.

                      NICKY (V.O.)
          They worked out a real cute job title 
          too.

We see the die in the micrometer.

                      NICKY (V.O.)
          Tangiers Public Relations Director.

Satisfied the die is not loaded ACE sets it on the craps 
table, the camera cranes up to reveal the Tangiers Casino 
floor.

                      NICKY (V.O.)
          But the only thing he ever directed 
          was the casino. He made his first 
          bet when he was fifteen years old, 
          and he always made money. But he 
          didn't bet like you or me.

A DEALER is sliding chips, tossing them on to a craps table.

                      NICKY (V.O.)
          You know, havin' some fun with it, 
          shit like that.

                      ACE
               (Approaching the DEALER)
          Where the hell did you learn how to 
          deal?
               (He reaches down, 
               stacking and arranging 
               the chips.)

                      NICKY (V.O.)
          He bet like a fuckin' brain surgeon.

                      ACE
               (To the chastised 
               DEALER)
          Place the checks properly. That's 
          the way you do it.

                      DEALER
          Yes, sir.

                      NICKY (V.O.)
          He had to know everything, this guy.

Direct overhead tracking shot as ACE walks between two rows 
of gaming tables.

                      NICKY (V.O.)
          He'd find out the kind of inside 
          stuff nobody else knew, and that's 
          what he'd put his money on.

INT. GYM/BOOKIE JOINT, BACK HOME, PRE-SEVENTIES - DAY

ACE walks past two boxers sparring in a ring, through a 
doorway into a room where several gamblers are seated around 
a table.

                      NICKY (V.O.)
          Even back home, years ago, when we 
          were first hangin' out together...

TITLE IN: 'BACK HOME, YEARS AGO'

                      NICKY (V.O.)
          ...he'd know if the quarterback was 
          on coke.

ACE is looking at the odds board for college football games. 
The bookie, LUCKY LARRY, is waiting for ACE to hand in his 
picks.

                      ACE
          I'll take Columbia for twenty.

                      NICKY (V.O.)
          If his girlfriend was knocked up.

                      LUCKY LARRY
          Twenty dimes on Columbia . . .

As soon as ACE bets, a man erases a number from the chalkboard 
and replaces it was a '6', changing the odds. Two GAMBLERS 
saunter from the room.

                      NICKY (V.O.)
          He'd get the wind velocity so he 
          could judge the field goals. He even 
          figured out the different bounce you 
          got off the different kinds of wood 
          they used on college basketball 
          courts, you know?

EXT. GYM/BOOKIE JOINT PUBLIC PHONES - DAY

The two GAMBLERS we saw sauntering out of the bookie joint 
are racing to the nearest public phones. Another GAMBLER has 
already beaten them to it.

                      NICKY (V.O.)
          He'd be workin' on this shit day and 
          night. There was nothin' about a 
          game he was gonna bet that he didn't 
          know.

                      GAMBLER #1
               (Into phone)
          Ace got down at six.

                      GAMBLER #2
               (Into phone)
          Charlie, hey. Rothstein got six.

INT. GYM/BOOKIE JOINT, SEVERAL DAYS LATER - DAY

A bookie hands a stack of money to another bookie, who hands 
the money to ACE.

ACE removes several bills from the top of the stack of 
winnings and holds them out to the BOOKIES.

                      NICKY (V.O.)
          Season after season, the prick was 
          the only guaranteed winner I ever 
          knew. But he was so serious about it 
          all that I don't think he ever enjoyed 
          himself.  But...

ACE exits.

                      NICKY (V.O.)
          ...that's just the way he was.

INT. MOB SOCIAL CLUB BACK ROOM - NIGHT

The room has an espresso machine and a saint's day calendar. 
Assorted hoods are listening to NICKY at the bar. Camera 
dollies to REMO GAGGI, at the rear table playing gin rummy 
with OLD MAN CAPO and losing. Every time the CAPO picks up a 
card, he's able to knock or get gin, sending GAGGI into a 
fit bemoaning his bad luck.

                      NICKY (V.O.)
          But back then the bosses didn't give 
          a fuck about whether he enjoyed 
          himself of not. To them, he was a 
          cash register. All they had to do 
          was ring the bell and take the money. 
          Especially Remo, who was a fuckin' 
          degenerate gambler who always lost.

                      GAGGI
               (Slams down his cards 
               and curses at his 
               losing hands)
          Ma che cazzo!

[Italian-American slang for 'What a prick.'] All those fuckin' 
sweeps.

                      NICKY (V.O.)
          I mean, unless Ace made his bet.

                      GAGGI
          That's enough now!

                      OLD MAN CAPO
          I can't contest the cards.

                      GAGGI
          Va fa 'n culo! [Italian-American 
          slang for 'Fuck off'] 
               (Summoning a young 
               man.)
          Johnny!

                      NICKY (V.O.)
          Ace made more money for them on a 
          weekend than I could do heisting 
          joints for a month.

ACE enters and walks to GAGGI's table.

                      NICKY (V.O.)
          Whatever Ace picked up on the street 
          he told Remo.

                      NICKY
               (Walks over to ACE 
               and whispers)
          Hey, did you bring that thing?

                      NICKY (V.O.)
          You know, I mean fixed fights, doped 
          horses, crooked fuckin' zebras... 
          locked-in point spreads. He told 
          fuckin' Remo everything. And to tell 
          you the truth. I don't blame him.

GAGGI stands up and shakes ACE's hand.

                      GAGGI
          Ace.

                      NICKY (V.O.)
          Keepin' Remo happy with money was 
          the greatest insurance policy in the 
          world.

GAGGI beams as ACE takes out an envelope filled with cash 
and hands it over to him. GAGGI sits back down and ACE, 
knowing his place, smiles and is about to leave.

                      GAGGI
          Son-of-a-bitch. How the hell did you 
          get Oklahoma-Michigan?  Nobody ever 
          had Oklahoma-Mi... How the hell'd 
          you do it?

                      ACE
          Well, that's why they paid so well.

                      GAGGI
          You see?
               (Chuckles.)
          Never tells me nothin'. Ace, what do 
          we got on for next week?

                      ACE
          Well, it's a little too early. I'd 
          say Thursday would be good. I'll 
          know by then. Is that all right?

                      GAGGI
          Okay. You come by the house?

                      ACE
          I'll come by.

                      GAGGI
          Seven o'clock?

                      ACE
          Seven o'clock.

GAGGI gets up and kisses ACE as NICKY and OLD MAN CAPO look 
on.

                      GAGGI
          Good job, my boy. Keep it up. Okay, 
          Ace?

ACE nods in agreement and leaves the room.

                      GAGGI
               (To NICKY)
          Hey, Nick. Vien acca. [Italian-
          American slang for 'Come here']

                      NICKY
               (To ACE)
          I'll be right out.

                      GAGGI
          T'aggia parla. [Italian-American 
          slang for 'I've got to talk to you'] 
          Nicky... See that guy?
               (pointing to the off-
               screen ACE)

                      NICKY
          Mm.

                      GAGGI
          Keep a good eye on him. He's makin' 
          a lot of money for us. And he's gonna 
          continue makin' a lot of money for 
          us, so keep a good eye on him.

                      NICKY
          Mm.

                      GAGGI
          Not like your fuckin' friends out 
          there, that... without brains.  Okay?

                      NICKY
          All right.

                      GAGGI
          Uh-huh. Mi raccomando. [Italian-
          American slang for 'I'm counting on 
          you']

                      NICKY
          Yeah.

                      GAGGI
          Fine.

                      NICKY
               (Reaching down to 
               touch GAGGI's money, 
               joking with him.)
          Want me to take this for you?
               (He walks out.)

                      NICKY (V.O.)
          So, now, on top of everything else, 
          I gotta make sure that nobody fucks 
          around with the Golden Jew.

INT. BACK HOME BAR - NIGHT

We move past JOE, a guy at the bar entertaining a BRUNETTE 
and a BLONDE, to NICKY and FRANK MARINO at the other end. 
There are other bar patrons in the background.

                      JOE
               (To the BARTENDER)
          Chase, couple of shooters for the 
          ladies.

                      BARTENDER (O.S.)
          All right.

                      ACE (V.O.)
          Yeah, we made a great pair. I made 
          book and Nicky made sure we always 
          collected. The old men loved us. And 
          why not? They all made money with 
          us.

                      NICKY
               (To MARINO)
          They payin'?

                      ACE (V.O.)
          How did Nicky collect?

                      MARINO
          They pay every week, like they're 
          supposed to.

                      ACE (V.O.)
          Don't ask. 

                      NICKY
          Then where the fuck is the money? I 
          don't see the money.

ACE enters, and greets the two girls.

                      ACE
          Hi, Melissa. Heidi.

                      BLONDE
          Hi, Sam.

                      JOE
               (To the GIRLS)
          Who's this guy?

                      MARINO
               (To NICKY)
          Get the fuck out of here. It was 
          nine. I laid nine.

ACE approaches NICKY and MARINO.

                      NICKY
          It was eight.  Ace... tell him the 
          line on the Bear's game.

                      ACE
          Eight.

                      NICKY
          If he don't know, nobody knows. Told 
          you it was eight.

                      MARINO
          Well, how come I laid nine?

                      NICKY
          'Cause you're a jag-off. I would 
          have fuckin' made you lay ten...

ACE notices a pen lying on the bar. He taps JOE on the 
shoulder.

                      ACE
               (To JOE)
          Excuse me.

                      JOE
          What?

                      ACE
               (He holds up the pen)
          Is this yours? Your pen?

                      JOE
          Yeah, that's my pen. Why?

                      ACE
          I ju- Well, it's a nice pen. I just 
          didn't know whose it was. I thought 
          it was yours. I didn't want it to 
          get lost.

                      JOE
          Well, thank you. Why don't you take 
          that fuckin' pen and shove it up you 
          ass, you fuckin' jag-off?

NICKY looks over.

                      ACE
          Well, I was just offering you the-

NICKY moves towards JOE.

                      JOE
               (Turning his back to 
               talk to the girls, 
               referring to ACE)
          This fuckin' asshole.

NICKY grabs the pen out of ACE's hand.

                      MAN #1
               (To JOE)
          Look out!

Before ACE can react, NICKY grabs JOE and starts stabbing 
him in the neck with the pen.

                      MAN #1
          Joe! Look out, Joe! Look out!

NICKY grunts while JOE gasps and groans. The BLONDE screams 
while NICKY's hand continues to plunge the pen into JOE's 
throat. JOE tumbles to the floor.

NICKY pounces on him, still stabbing and now kicking. JOE 
whimpers.

                      NICKY
          What's that? You hear? You hear a 
          little girl, Frankie? You hear a 
          little girl, Ace? Is that a little 
          fuckin' girl?!  What happened to the 
          fuckin' tough guy?  Told my friend 
          stick it up his fuckin' ass?! Huh?! 
          Huh?!

                      ACE
               (Over whimpers and 
               pants)
          Wait a sec, Nicky, Nicky, Nicky. Ta-
          take it easy.

ACE looks stunned. NICKY's still holding the bloody pen.

                      ACE (V.O.)
          While I was tryin' to figure out why 
          the guy was sayin' what he was sayin', 
          Nicky just hit him. No matter how 
          big a guy might be, Nicky would take 
          him on. You beat Nicky with fists, 
          he comes back with a bat. You beat 
          him with a knife, he comes back with 
          a gun. And you beat him with a gun, 
          you better kill him, because he'll 
          keep comin' back and back until one 
          of you is dead.

                      NICKY (V.O.)
          Listen...

INT. TANGIERS CASINO FLOOR, 1972 - NIGHT

Camera swoops from a woman cheering as she wins at a slot-
machine to a blackjack table, then to a roulette table and 
over to a craps table.

Montage of very short cuts of chips being picked up, dice 
thrown, money being poured from a bucket, stacks of money.

                      NICKY (V.O.)
          ...with me protecting Ace, he made a 
          fortune for the bosses. I mean that's 
          what got him to Vegas. He was a money 
          machine. A tremendous earner for 
          these guys.  As soon as he took over, 
          he doubled the fuckin' drop. With 
          Ace the casino never saw so much 
          money. And the bosses, they couldn't 
          be happier.

INT. TANGIERS CASINO FLOOR - NIGHT

Camera moves in on ACE as he looks out over the casino. 
Dealers deftly stack chips, scoop up losses and pay off 
winners. Chips and money are everywhere.

In extreme close-up slow motion a die falls on to a table.

INT. TANGIERS CASINO SLOT-MACHINE AREA - NIGHT

ACE and SHERBERT are walking down a casino aisle by the slot-
machines. Dealers immediately snap to attention at their 
approach.

                      ACE (V.O.)
          In Vegas, I had to keep a few juiced-
          in local cowboys working. They were 
          close to the, you know, good old 
          boys.

                      ACE
               (To SHERBERT)
          Pay him six hundred a week, tell him 
          to walk around and look smart.

                      ACE (V.O.)
          I mean, without us, these guys, they'd 
          still be shovellin' mule shit.

ACE points at paper cups, empty glasses and the debris of 
silver dollar wrappings on the floor. DON WARD, the Slots 
Manager in Western garb, immediately starts picking up the 
debris. ACE looks at WARD sternly.

                      ACE
          Ward, you gotta keep a cleaner 
          station. If you need 'Mr Clean', 
          page him, all right?

WARD bends down and picks up some trash.

                      WARD
          It won't happen again, Sam.

                      ACE
          Mr Rothstein.

                      ACE
               (To SHERBERT)
          Is this guy just another dumb fuckin' 
          white man, or what? What's his story?

                      SHERBERT
          We need this guy.

                      ACE
          We can't get rid of him?

                      SHERBERT
          He's juiced in. He's the County 
          Commissioner's cousin.

                      ACE
          I wouldn't give the bum a mop job.

They exit.

INT. TANGIERS BACCARAT TABLES - NIGHT

A card shoe slides across the baccarat table. A state SENATOR, 
a little drunk, tips the dealer, kisses the blonder HOOKER 
with him, fills his pockets with his winnings and walks over 
to see ACE.

                      ACE (V.O.)
          These yokels ran the state.

                      DEALER #1
          Thank you very much, Senator.

                      ACE (V.O.)
          They passed the laws, they owned the 
          courts.

                      SENATOR
          Hi, Ace.

                      ACE
          Hello, Senator.

They shake hands.

                      SENATOR
               (To ACE)
          Hey, I need a room. Need a room.

                      ACE
          Good to see ya.
               (To SHERBERT)
          William would you...

The SENATOR shakes hands with SHERBERT as the HOOKER joins 
them.

                      ACE (V.O.)
          I had dozens of politicians and state 
          officials comin' through that place 
          every week.

                      SHERBERT
          Nice to see you, Senator.

                      ACE
               (To SHERBERT)
          Help the Senator, give him whatever 
          he wants.

                      SHERBERT
          Certainly.
               (Leads the way.)
          Senator.

                      ACE (V.O.)
          Why not make them happy?

                      SHERBERT
          We have some nice penthouses you'll 
          enjoy. Maybe the Presidential Suite.

INT. TANGIERS PRESIDENTIAL SUITE - DAY

The SENATOR unzips the HOOKER's dress, kisses her and walks 
through the bedroom doorway, looking over his shoulder to 
her as she takes off her dress and walks out of his sight.

                      ACE (V.O.)
          For politicians...

INT. TANGIERS BACCARAT TABLES - DAY

ACE smoking a cigarette by the baccarat tables.

                      ACE (V.O.)
          ...like our state senator up there, 
          everything was on the house.

INT. TANGIERS PRESIDENTIAL SUITE - DAY

The SENATOR opens a bureau drawer and takes out a small velvet 
pouch and pours black $100 into his palm.

                      ACE (V.O.)
          These guys won their comped life 
          when they got elected. So, hey, why 
          not take advantage of it? Still, the 
          politicians come cheap. We could 
          handle them.

INT. TANGIERS, ICHIKAWA LUXURY SUITE - DAY

K. K. ICHIKAWA a Japanese businessman, and a male associate 
pick up towels and soap from about the bedroom of their suite. 
A blonde woman checks herself in the mirror.

                      ACE (V.O.)
          It's a whale like K. K. Ichikawa, 
          who plays thirty thousand dollars a 
          hand in baccarat. That's the one you 
          really gotta watch.

ICHIKAWA and his associate walk into the the suite's living-
room and join a Japanese woman seated on a couch.

                      ACE (V.O.)
          He plays fast and big and he has the 
          cash and the credit to turn out your 
          lights. About a year ago, he cleaned 
          out a couple of casinos in the Cayman 
          Islands.

They begin to stuff Tangiers soap and towels into their 
luggage.

                      ACE (V.O.)
          Downstairs, he takes us for two 
          million... and upstairs he takes 
          free soap, shampoo and towels. Another 
          billionaire cheapskate who loves his 
          free rooms...

EXT. TANGIERS JET, LAS VEGAS AIRPORT - DAY

The Tangiers jet with the Tangiers logo on its side as 
ICHIKAWA shakes ACE's hands before boarding. SHERBERT follows 
him and his associates aboard.

                      ACE (V.O.)
          ...free private jets, and two million 
          of our money.

                      ACE
          Nice to see you again.

                      ACE (V.O.)
          But we got him back. I had our pilot 
          tell him the plane was on the fritz.

                                                DISSOLVE TO:

EXT. TANGIERS JET, STILL IN THE SAME SPOT - NIGHT

SHERBERT apologizes to ICHIKAWA and his entourage as they 
all get off the jet.

                      SHERBERT
          Ken, I don't know what the hell went 
          wrong. I'm awfully sorry.

                      ICHIKAWA
          This is a big problem. Big problem.

                      SHERBERT
          I can't understand it. These 
          mechanical things, you know, they 
          happen. Hey, be-better here than
               (gesturing to the sky)
          up there, you know what I mean?

INT. LAS VEGAS AIRPORT RESERVATION DESK - NIGHT

SHERBERT arguing with TICKET AGENT as ICHIKAWA and entourage 
look glum.

                      ACE (V.O.)
          Then he missed the commercial flights 
          connecting with Japan.

                      AGENT
          I'm so sorry. There's a convention 
          in town, and all flights are booked.

                      SHERBERT
          A convention?
               (Turning to ICHIKAWA)
          I can't believe that there's a 
          convention. It's never... ?

                      ICHIKAWA
          What can I do?

EXT. TANGIERS CASINO - NIGHT

A smiling ACE greets ICHIKAWA and his entourage as they drive 
up and get out of Tangiers limos.

                      ACE (V.O.)
          We got him back ...with a whole floor 
          of rooms for himself.

                      ACE
          I'm sorry you missed the plane.

                      ICHIKAWA
          You want to get my money back, right?
               (Chuckles)

                      ACE
          No, no, no. No gambling. No.

INT. TANGIERS BACCARAT TABLES - NIGHT

ICHIKAWA, with the Japanese woman, picks up some chips and 
places them on the table. ACE and SHERBERT watch from behind 
a barrier.

                      ACE (V.O.)
          He bet one thousand a hand instead 
          of his usual thirty thousand a hand.

A dealer's hands slide two cards on the table.

                      DEALER
          The bank wins a natural eight over a 
          five.

Another dealer's hands place two chips on a table. ICHIKAWA 
looks on.

                      ACE (V.O.)
          But I knew, the trick with whales 
          like Ichikawa was that they can't 
          bet small for long. He didn't think 
          of it as winning ten thousand, he 
          thought of it as losing ninety 
          thousand.

ICHIKAWA places a larger bet.

                      ACE (V.O.)
          So, he upped his bets...

A dealer picks up some chips from a rack and places them on 
the table.

ICHIKAWA is now seated with stacks of chips in front of him.

                      ACE (V.O.)
          ...until he dropped his winnings 
          back and gave up a million of his 
          own cash.

                                                DISSOLVE TO:

ICHIKAWA, hours later, his chips depleted. ACE and SHERBERT 
still watch from behind the barrier as millions in chips are 
back in the dealer's racks.

                      ACE (V.O.)
          In the casino, the cardinal rule is 
          to keep them playing...

Move in on ACE as he smokes a cigarette.

                      ACE (V.O.)
          ...and keep them coming back. The 
          longer they play, the more they lose. 
          In the end, we get it all.

INT. TANGIERS CASINO - NIGHT

ACE, with pit bosses next to him, looks out over the huge 
casino where hundreds of thousands of dollars are being poured 
into machines.

                      ACE (V.O.)
          In Vegas, everybody's gotta watch 
          everybody else.

Camera reveals the DEALER at a craps table.

                      DEALER
          Six, an easy way. Six! All right, 
          who's gonna give me... 

The DEALER places some chips on the table.

                      ACE (V.O.)
          Since the players are looking to 
          beat the casino...

THE CAMERA IS ON THE DEALER.

                      DEALER
          ...both dice must hit that back wall 
          each and every roll. All right, make 
          a six!

CAMERA PANS TO A WOMAN AND A MAN AT THE TABLE. THE WOMAN 
TOSSES SOME DICE.

                      ACE (V.O.)
          ...the dealers are watching the 
          players.

                      WOMAN
          Gimme a six!

                      DEALER
          Come on, baby, make a six!

A BOX MAN, seated mid-table is watching the DEALER.

                      ACE (V.O.)
          The box men are watching the dealers.

CAMERA PANS TO THE DEALER.

                      DEALER
               (Humming, fielding, 
               every roll.)

CAMERA PANS TO A FLOOR MAN, STANDING DIRECTLY BEHIND THE BOX 
MAN.

                      ACE (V.O.)
          The floor men are watching the box 
          men.

CAMERA SWISH PANS TO REVEAL A PIT BOSS STEPPING IN, SCANNING 
THE FLOOR.

                      ACE (V.O.)
          The pit bosses are watching the floor 
          men.

SWISH PAN TO A SHIFT BOSS SURVEYING THE CASINO.

                      ACE (V.O.)
          The shift bosses are watching the 
          pit bosses.

SWISH PAN TO SHERBERT.

                      ACE (V.O.)
          The casino manager is watching the 
          shift bosses.

SWISH PAN TO ACE.

                      ACE (V.O.)
          I'm watching the casino manager.

CAMERA SWISH PANS AND TILTS UP TO A VIDEO CAMERA MOUNTED 
INSIDE A GLASS DOME HANGING FROM THE CEILING.

                      ACE (V.O.)
          And the eye-in-the-sky is watching 
          us all.

SWISH PAN TO:

INT. TANGIERS-EYE-IN-THE SKY MONITOR ROOM - NIGHT

Video monitors show a dealer fanning a row of bills. Swish 
pan to ACE and SHERBERT watching the monitor. ACE lights a 
cigarette.

                      ACE (V.O.)
          Plus...

SWISH PAN TO SURVEILLANCE CATWALKERS ADJUSTING CAMERAS AND 
SPYING ON PLAYERS BELOW WITH BINOCULARS.

                      ACE (V.O.)
          ...we had a dozen guys up there, 
          most of them ex-cheats, who knew 
          every trick in the house.

INT. TANGIERS CRAPS TABLE - NIGHT

Ginger squeals as she throws the dice across the table.

                      HIGH ROLLER
          Come on, come on.

She rolls a winner.

                      GINGER
          Yes!

                      HIGH ROLLER
          Thank you. Very nice.

                      GINGER
               (Chuckles)
          I told you I was hot tonight.

INT. TANGIERS EYE-IN-THE-SKY MONITOR ROOM - NIGHT

Sound out: The monitor shows GINGER and the HIGH ROLLER 
cheering, she throws her arms around him. The crowd goes 
crazy.

SWISH PAN TO ACE LOOKING ON INTENTLY.

On screen, GINGER's hand sneaks a chip from the rack and 
subtly moves it towards her purse.

INT. TANGIERS CRAPS TABLE - NIGHT

Sound in: GINGER slips the chip quietly into her bag.

                      HIGH ROLLER
               (Off-screen)
          Let's go. This is for Ginger. Come 
          on. This is for Ginger.

The HIGH ROLLER notices GINGER's hand on her purse. She 
pretends to have taken out her lipstick.

                      GAMBLER #1
          Let me have a hundred on the hard 
          ten. Thank you.

                      GAMBLER #2
          Hard ten. One hundred.

INT. TANGIERS EYE-IN-THE-SKY MONITOR ROOM - NIGHT

ACE continues to look at the monitor. SHERBERT and a security 
man seated at a video console also look on.

INT. TANGIERS CRAPS TABLE - NIGHT

A craps stick pushes some dice towards GINGER. She rolls 
again, only this time she craps out. Gamblers groan, then 
applaud her. She's made so much money for the table that the 
winners toss chips in her direction.

                      HIGH ROLLER
          I'm sorry.

                      GINGER
          Oh, I'm sorry. I'm sorry.
               (To the table)
          Thank you very much. Thank you very 
          much.

ACE and two casino execs are now on the floor watching her.

                      GINGER
          Thank you, sir, I appreciate that. 
          Everybody, thanks. Gives some chips 
          as tips to the dealer and box man. 
          Thanks. Take care, Steve. Take chances 
          and drive fast.

                      HIGH ROLLER
          Ginger, honey.

                      DEALER
          Thank you very much, now.

                      HIGH ROLLER
          Ginger, honey, this is for you love. 
          Thanks for your time.

She turns to the HIGH ROLLER, who is handing her a thin stack 
of chips worth about $2,000.

                      GINGER
               (Chuckles)
          Come on.

                      HIGH ROLLER
          What's the matter?

                      GINGER
          What do you mean, 'What's the matter?' 
          I made a lot of money for you. I 
          want my cut.

                      HIGH ROLLER
          What money? I've seen you stealing 
          from me.

                      GINGER
          What money?  Look at this stack of 
          chips. Don't give me that shit. I 
          want my end.

                      HIGH ROLLER
          Ginger, I've been watching you all 
          night. You've been stealing from me.

                      GINGER
          Don't give me that shit. I want my 
          money.

                      HIGH ROLLER
          That bag's full of fuckin' chips you

                      GINGER
               (Interrupts)
          What do you mean 'stole'? I didn't 
          steal anything from you.

ACE watches the argument heat up.

                      HIGH ROLLER
          Get lost, Ginger! Get lost!

                      GINGER
          Get lost?

                      HIGH ROLLER
          Yes.

                      GINGER
          Get lost?

                      HIGH ROLLER
          Yes.

GINGER knocks the chip rack out of his hands.

                      GINGER
          Well, how 'bout that?

                      HIGH ROLLER
          Come on!
               (He bends down to 
               pick them up.)

Gamblers and dealers shout and yell. She picks up another 
rack of chips and tosses them into the air, then another, 
and another. Chips fly all over the casino. Everyone starts 
diving for chips. Dealers. Players. Security guards.  
Waitresses. Pit bosses. Bedlam.

ACE and the two execs with him are the only ones not diving 
for chips. He looks at GINGER. She looks at him.

FREEZE FRAME ON GINGER.

Slow motion: GINGER smiles at ACE and walks off.

                      ACE (V.O.)
          What a move. I fell in love right 
          there.

INT. COCKTAIL LOUNGE - NIGHT

GINGER and ACE are seated on a banquette. Close up of his 
hand attaching a diamond and ruby pin to her dress. Tilt up 
to GINGER's smiling face beaming at ACE.

                      ACE (V.O.)
          But in Vegas, for a girl like Ginger, 
          love costs money.

They kiss.

                      GINGER
          I'm going to go powder my nose.
               (ACE hands GINGER a 
               single $50 bill. She 
               smiles coyly. He 
               hands her another 
               fifty.)

                      ACE (V.O.)
          Ginger's mission in life was money.

                      GINGER
          I'll be right back.

                      ACE (O.S.)
               (from following scene)
          See you, Ginger.

FLASHBACK - EXT. CASINO ENTRANCE - NIGHT

GINGER waves goodbye to the DOORMAN and walks towards two 
VALET PARKERS who greet her warmly. She gets a bottle of 
pills from one of them and slips some cash into his hand in 
return.

                      GINGER
          Okay, thank you for asking.

                      ACE (V.O.)
          She was a queen around the casino. 
          She brought in high rollers and helped 
          them spread around a lot of money.

                      GINGER
               (To VALET PARKERS)
          Hello.

                      VALET PARKER
          Hey, Ginger, how you doin'?

                      GINGER
          Great.
               (Handing the VALET 
               some money.)
          And I have something for you. You 
          got me covered?

The VALET PARKER places a vial of pills in her hand.

                      VALET PARKER
          Yes. Something for you, there.

                      GINGER
          And you do. Thank you very much.

                      VALET PARKER
          Take care of yourself.

FLASHBACK - INT. HOTEL SUITE BATHROOM - NIGHT

GINGER hands the pills to HIGH ROLLER #2 in his hotel 
bathroom, where he is washing his face and trying to energize 
himself.

                      GINGER
          I got some lucky pills for you, honey.

                      HIGH ROLLER #2
          Oh, yeah?

                      ACE (V.O.)
          Who didn't want Ginger? She was one 
          of the best-known, best-liked and 
          most respected hustlers in town.  
          Smart hustlers like her could keep a 
          guy awake for two or three days before 
          sending him home broke to the little 
          woman and his bank examiners.

INT. COCKTAIL LOUNGE - NIGHT

GINGER comes back from the ladies room. She kisses ACE.

                      ACE
          Any change?

                      GINGER
               (Chuckles)
          I hit a few... uh, games on the way 
          back.

                      ACE (V.O.)
          That was all bullshit. She just 
          pocketed the cash.

FLASHBACK - INT. TANGIERS CASHIER'S CAGE - NIGHT

GINGER converts her chips into a pile of $100 bills.

                      GINGER
               (To CASHIER)
          How you doin' tonight?

                      CASHIER
          Good. How are you?

                      GINGER
               (Sighing)
          Oh, beat.

                      ACE (V.O.)
          Ginger had the hustler's code.

                      CASHIER
          Okay.

                      GINGER
          Take one for you.

                      CASHIER
               (While she counts out 
               the cash)
          Thank you.

                      ACE (V.O.)
          She knew how to take care of people. 
          And that's what Vegas was all about.

                      CASHIER
               (As she pushes a stack 
               of $100 bills across 
               the counter)
          Sixty-eight hundred.

                      GINGER
          Thanks

She picks up the cash.

                      CASHIER
          You're welcome.

                      ACE (V.O.)
          It's Kickback City.

                      GINGER
          You have a good night.

                      CASHIER
          Thank you. You too.

Close-up of GINGER folding a $100 bill and placing it in her 
palm. She slips the folded bill deftly into the palm of a 
floor manager.

                      ACE (V.O.)
          She took care of the dealers...

                      GINGER
          Hey, Mitch.

                      ACE (V.O.)
          ...pit bosses, floor managers.

                      GINGER
          Thank you.

                      ACE (V.O.)
          But mostly...

EXT. TANGIERS ENTRANCE - NIGHT

GINGER, on her way out of the casino, passes a folded $100 
bill to a smiling older SHIFT BOSS.

                      ACE (V.O.)
          ...she took care of the valet parkers, 
          the guys who could get you anything 
          and take care of anything.

                      GINGER
          Thanks a lot.

                      SHIFT BOSS
          Thank you, Ginger.

EXT. TANGIERS ENTRANCE - NIGHT

GINGER exits and gets into her car, slipping a VALET PARKER 
a $100 bill.

                      ACE (V.O.)
          Ginger took care of the parkers 
          because they took care of the security 
          guards, who took care of the metro 
          cops, who let her operate.

                      VALET PARKER #3
          Thank you, Ginger.

                      GINGER
               (Getting into her car)
          I need that stuff tonight.

                      VALET PARKER #3
          No problem.

                      GINGER
          You're a doll.

                      ACE (V.O.)
          The valet parking job was such a 
          money-maker that they had to pay off 
          the hotel manager just to get the 
          concession.

INT. GINGER'S APARTMENT - DAY

GINGER enters the room with $25,000 in her hands. She taps 
LESTER DIAMOND's leg with it and he turns to her.

                      ACE (V.O.)
          But one thing I could never 
          understand, was that she could have 
          everything under control, except for 
          her old pimp boyfriend, Lester 
          Diamond.

                      LESTER
          Look, Gin, you know I got other people 
          in this. I got partners. But I want 
          you to understand that I am lookin' 
          out for you in this thing.  Okay?  
          You're going to get yours back...   
          and you're gonna get it back first. 
          Okay?

                      GINGER
          All right.

                      LESTER
          Okay?

                      GINGER
          Yeah.

                      LESTER
          Where are you goin'? Where are you? 
          You're in that place. Where are you?

                      GINGER
          I'm here.

                      LESTER
          No, you're not. Where are you? Where 
          are you?

                      GINGER
          I'm always here for you.

                      LESTER
          You are.

                      GINGER
          I am.

He hastily kisses GINGER and slips out the door.

                      ACE (V.O.)
          The Ginger I knew wouldn't even look 
          at this creep.

                      GINGER
          Good luck.

                      LESTER
          Yeah.

                      ACE (V.O.)
          He was a moocher, a card cheat, a 
          country-club golf hustler. A 
          scumbag... chasing dentists for a 
          few bucks.

                      GINGER
          Careful.

GINGER looks out of the window and sees LESTER get into a 
convertible and drive off.

                      ACE (V.O.)
          I mean, the guy was always broke, he 
          always had a story. And somehow, she 
          could never turn him down. The way 
          Ginger saw it, I guess, was that 
          Lester was just an unlucky guy. 
          Somebody had to take care of him.

INT. BACK HOME AIRPORT/CUSTOMS - DAY

NICKY, his wife JENNIFER, with a beehive hairdo, and their 
eight-year-old son LITTLE NICKY, are detained while their 
luggage is searched by a customs agent.

TITLE IN: 'BACK HOME'

                      ACE (V.O.)
          But nobody had to take care of Nicky.

                      NICKY
               (To customs agent)
          You find any cash in there, we'll 
          whack it up with you.

                      ACE (V.O.)
          I mean, he took care of himself only 
          too well. And that's why every badge 
          back home wanted to nail him.

                      JENNIFER
               (To customs agent)
          Excuse me, but I folded these things 
          beautifully and I would appreciate a 
          little respect. Jesus Christ!

                      NICKY
          Don't look at me, pal. I gotta live 
          with her.

We see MARINO waiting for NICKY outside the customs area. 
Two COPS push past him.

                      ACE (V.O.)
          Even after a little vacation, they 
          hassled him at the airport.

                      COP #1
               (To MARINO)
          Excuse me.

                      ACE (V.O.)
          I mean, Frank Marino was there to 
          meet him, but so were the cops. This 
          time they wanted to pinch him for 
          some diamond burglary in Antwerp.

CAMERA DOLLIES IN ON JENNIFER'S BEEHIVE.

                      JENNIFER
          Oh, yes. Will you help me fold these, 
          please?

                      ACE (V.O.)
          They were ready to blame him for 
          anything, no matter where it happened.

FLASH FORWARD - INT. NICKY'S HOUSE/BACK HOME - DAY

NICKY, JENNIFER, LITTLE NICKY and MARINO walk in.

                      JENNIFER
               (To LITTLE NICKY)
          You go and put your things away.

                      ACE (V.O.)
          And they were usually right.

NICKY, JENNIFER and MARINO are gathered around the kitchen 
table. JENNIFER leans over and starts to shake her hair.

                      MARINO
          Whoa, whoa, whoa.

                      NICKY
          Hold it, hold it. Here.

NICKY places a red towel down on the table. JENNIFER leans 
over again, tugs and shakes her hair until diamonds begin to 
fall out of her beehive.

                      ACE (V.O.)
          Because Nicky enjoyed being a 
          gangster, and he didn't give a damn 
          who knew it.

                      JENNIFER
          Come on. There we go. Look at that. 
          Beautiful.

Diamonds fall on the red towel in slow motion.

                      ACE (V.O.)
          I mean, that's what worried me, 'cause 
          it turns out Nicky was about to be 
          sent to Vegas.

                      JENNIFER
          All right, we're clear.

                      NICKY
          There's more!

                      JENNIFER
          I think that's it.

                      NICKY
          There's more! There's a couple stuck 
          in there. I know there's more.

                      JENNIFER
          God, I'm telling you, they're out!

                      NICKY
          Come on, damn it. Don't get so 
          defensive. It could be stuck in your 
          hair, you know.

NICKY grasps JENNIFER's hair.

                      JENNIFER
          Look, there aren't...
               (A diamond falls out 
               of her beehive.)
          There aren't but...

                      NICKY
          Oh, there aren't?
               (Showing her the 
               diamond.)
          What's that?
               (Slaps her.)
          Huh? What's that.
               (FRANK chuckles.)
          There's no more. Thanks, hon.

INT. BACK HOME AIRPORT/CUSTOMS - DAY

ON NICKY.

                      NICKY (V.O.)
          I couldn't wait to get my hands on 
          Vegas. But the bosses didn't send me 
          out there to have a good time.

INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - 
NIGHT

Mob bosses FORLANO, CAPELLI, GAGGI, BORELLI and PISCANO seated 
around the back room table eating and talking as in the 
opening vignette.

                      NICKY (V.O.)
          They sent me out there to make sure 
          that nobody fucked with Ace and...

INT. ACE'S TANGIERS PENTHOUSE, LAS VEGAS - DAY

ACE opens the door to NICKY and JENNIFER.

                      NICKY (V.O.)
          ...nobody interfered with the fuckin' 
          skim.

                      ACE
               (Opening door)
          Hey.

                      JENNIFER
          Hey, how you doin'?
               (Kisses ACE.)

                      NICKY
          Hey. Hey, Sammy, how are you?

JENNIFER and NICKY take in ACE's spectacular Vegas-style 
penthouse.

                      JENNIFER
               (Whispering)
          Wow.

                      NICKY
          Boy, look at this place, huh?

                      JENNIFER
          Incredible.

                      NICKY
          All right.

                      ACE
          Welcome to Vegas.

CAMERA TILTS UP TO REVEAL A SWEEPING VIEW OF THE LAS VEGAS 
SKYLINE.

                      NICKY
          Okay, Sammy.

                      ACE
          Somethin', huh?

                      NICKY
          Yeah.

                      ACE
               (Calling her over)
          Ginger.

GINGER emerges from the bedroom. NICKY and JENNIFER are both 
stunned by her beauty.

                      NICKY
               (To ACE)
          Holy shit, what've you been doin' 
          out here?

                      ACE
          Honey, come here.

She walks to them

                      ACE
          This is Jennifer and Nick. They're 
          dear friends of mine.

                      JENNIFER
               (Shaking hands)
          Good to meet you.

                      GINGER
          Hi, Jennifer.

                      NICKY
          Pleasure.
               (Grasping GINGER's 
               hand and kissing it.)
          Very nice to meet you.

                      GINGER
          Hi, how are you?

                      NICKY
          Okay, Sammy.

INT. ACE'S CAR, LAS VEGAS STRIP - NIGHT

ACE and NICKY are driving through town, the neon lights of 
Vegas reflected in the windshield.

                      ACE (V.O.)
          After we ate, we left Jennifer and 
          Ginger alone and we took a ride to 
          talk. And then... he hit me with it.

                      NICKY
          What do you think about me movin' 
          out here?
               (ACE looks away.)
          What's the matter? You got a problem 
          with that?

                      ACE
          No, of course not.

                      NICKY
               (Playfully)
          You mean, I have your permission?

                      ACE
          Sure, you have my permission. But I - 
          I just gotta tell you it's no joke 
          out here. It's no joke, you know?  
          You gotta keep a low profile. It's 
          not like back home. Right off the 
          bat, they don't like guys like us. 
          And this sheriff's a real cowboy. 
          Even the coppers aren't afraid to 
          bury people out in the desert here.

                      NICKY
          I don't care. I want to get away 
          from back home for a while. I'm tired 
          of that shit back there.
               (Referring to the 
               Vegas lights.)
          Look at this place. It's made of 
          money. You know what the best part 
          is? Nobody's gonna know what we're 
          doin'! There's nobody here to see 
          us! Everybody's back home.

                      ACE
          Nick, I gotta tell you, I got pinched 
          twice for no reason. You really gotta 
          be careful. I'm running a licensed 
          place. Everything's legit.

                      NICKY
          Don't worry about it. I'm not gonna 
          do anything. What am I gonna do?  
          I'm especially not gonna involve you 
          in anything.

ACE gives NICKY a look.

EXT./INT. LAS VEGAS SPORTSBOOK - NIGHT

NICKY and MARINO pull up in their car and get out.

                      NICKY (V.O.)
          Ace saw Vegas one way.

                      NICKY
          You call this guy and tell him I'm 
          comin'?

                      MARINO
          Of course.

They walk into the sportsbook, past numerous bar patrons and 
gamblers to TONY, the bookie at a betting counter.

                      NICKY (V.O.)
          But I saw it another. I saw it as 
          untouched. I mean, they had bookies, 
          pimps and drug dealers I could shake 
          down. Who the fuck were they gonna 
          run to?  So, I started getting 
          everybody in line. Best of all, for 
          the first time in my life, I figured 
          out a way not to lose.

                      ACE (V.O.)
          Yeah, he had a fool-proof scheme, 
          all right. It wasn't very scientific 
          but it worked. When he won, he 
          collected. When he lost, he told the 
          bookies to go fuck themselves. What 
          were they gonna do? Muscle Nicky?
               (Chuckles.)
          Nicky was the muscle.

NICKY grabs TONY by the back of his neck.

                      NICKY
          Tony.

                      TONY
          Hey.

                      NICKY
          How you doin'?

                      TONY
          How you doin'?

                      NICKY
          All right, yeah. You got that thing 
          for me?

                      TONY
          What thing? Oh, Nicky... I thought 
          you was layin'.

                      NICKY
          I was layin'? No, no, I'm taking it. 
          I was takin' it.

                      TONY
          You sure?

                      NICKY
          I'm positive.

                      TONY
          Well, I'm a little confused here.

                      NICKY
          You're a little confused?

                      TONY
          Yeah.

                      NICKY
               (Pointing to a window, 
               above a counter with 
               a tiny opening to 
               talk through)
          Maybe if I stick your fuckin' face 
          through this window over here like, 
          you know, you'll - you'll get 
          unconfused. Give me the fuckin' money!

TONY takes some money out of his coat pocket.

                      TONY
               (Groaning)
          I'm sorry, Nicky. I didn't mean 
          anything by it.

                      NICKY
          Yeah, I know, that's why you had it 
          ready. You thought I was fuckin' 
          layin' it?!

He smacks the bookie on the head with the wad of money.

                      TONY
               (Gasps)
          My fuckin' head.

                      NICKY
          Your fuckin' head, huh? Don't fuck 
          around, Tony.

                      MARINO
               (Pointing to TONY)
          Smarten up.

                      NICKY
               (Walking out)
          You jag-off.

 

                      CLASSROOM NUN (O.S.)
               (From following scene)
          And now...

INT. CATHOLIC SCHOOL CLASSROOM - DAY

NICKY and JENNIFER stand in the background with other parents 
listening to a NUN school teacher. LITTLE NICKY and other 
youngsters are seated at small children's desks.

                      CLASSROOM NUN
          ...Nicholas Santoro will come up and 
          tell us about our first president.

                      LITTLE NICKY
               (Stepping up in front 
               of the class to begin 
               a speech)
          George Washington was born in a...

                      ACE (V.O.)
          But still, it was nice and quiet for 
          a while. Ginger and I presented Nicky 
          and Jennifer all over town, like 
          regular Ozzie and Harriets.

                      LITTLE NICKY
          ...typical Virginia farmhouse.

EXT. LITTLE LEAGUE FIELD - DAY

NICKY and DETECTIVE BOB JOHNSON are coaching their sons. 
JOHNSON pats LITTLE NICKY on the back and with encouraging 
words sends him running on to the field.

                      DETECTIVE JOHNSON
               (To LITTLE NICKY)
          Beautiful. You got a beautiful swing.

                      NICKY (V.O.)
          Ace got my son, little Nicky, involved 
          with Little League, and it was great.

                      DETECTIVE JOHNSON
          Now, I want you to get out there and 
          get me singles and doubles, okay?  
          'Cause that's what's gonna win this 
          game.

                      NICKY (V.O.)
          Turned out to be one of the other 
          coaches was a fuckin'...  

                      DETECTIVE JOHNSON
          Now go out there and show your dad 
          what you can do.

                      NICKY (V.O.)
          ...metro intelligence cop. But it 
          didn't matter. I mean, it was all 
          about the kids, you know.

                      DETECTIVE JOHNSON
          You know, he's gotta realize 
          everything can't be a home run that 
          he does.

                      NICKY
          Yeah, well, that's exactly what I 
          keep tellin' him, but that's the 
          kind of kid he is ever since he's 
          born.

                      DETECTIVE JOHNSON
          It's instinctive, you know.

                      NICKY
          He tries to do everything...

LITTLE NICKY hits the ball, NICKY and DETECTIVE JOHNSON 
applaud.

                      NICKY
          Ohh!

                      ACE (V.O.)
          And, Nicky being Nicky, he made his 
          presence known.

INT. TANGIERS CASHIER'S CAGE CREDIT WINDOW - NIGHT

NICKY saunters through the casino and up to EDDY and JERRY, 
two well-dressed hoods who are signing papers at the cashier's 
credit window near ACE and SHERBERT.

                      ACE (V.O.)
          Especially at the casino, where he 
          definitely did not work, people got 
          the message.

                      NICKY (V.O.)
          Me? That's why the bosses sent me 
          out here. They wanted me to make 
          sure none of the other crews robbed 
          the joint. Like these two fuckin' 
          balloon-heads over here [EDDY and 
          JERRY]. They were gonna try and bang 
          us out of two hundred fuckin' grand?
               (Chuckling.)
          Yeah, right, I'm sure.

                      JERRY
               (Shakes NICKY's hand)
          Hey, Nicky. How are you?

                      NICKY
          Hey, Eddy.

                      EDDY
          Hey, Nicky, how are you? What are 
          you doin' here?

                      NICKY
          I'm over here now.

                      JERRY/EDDY
               (In unison)
          You're over here?

                      JERRY
          You're over here?

                      NICKY
          Yeah, I'm over here with him.

SWISH PAN TO ACE WITH SHERBERT OFF TO THE SIDE.

                      EDDY
          Oh.

                      JERRY
          Oh.

                      EDDY
          We're waiting on Carmine.

                      JERRY
          Yeah, we're lookin' for Carmine.

                      NICKY
          Carmine? He was here before. I saw 
          him. He had a suitcase and everything, 
          and then he left.

                      EDDY
          Carmine left?

                      NICKY
          Uh-huh.

                      JERRY
          Carmine left?

                      EDDY
          He's gone?

                      JERRY
          He's not here?

                      EDDY
          Carmine's gone.

                      NICKY
          I think, you know, maybe he went 
          across the street or somewhere else 
          or somethin'. I don't know.

                      EDDY
          Well, listen, uh... Good luck with 
          the joint, huh?
               (Shakes hands with 
               NICKY.)

                      NICKY
          Oh, thanks, Eddy.

                      JERRY
               (Shakes NICKY's hand)
          Yeah, lots of luck. Lots of luck.

                      NICKY
          Hey, great, Jerry.

They walk away.

                      NICKY
          Good luck to you too.

                      CREDIT CLERK
               (To NICKY from behind 
               the cage)
          Hey, they forgot to sign their papers.

                      NICKY
          What?

                      CREDIT CLERK
          They forgot to sign their papers.

                      NICKY
          Yeah, they don't need those anymore.

He looks over to ACE and SHERBERT. NICKY smiles.

                      ACE (V.O.)
          Out of respect, guys from other crews 
          got away with a warning.

ACE taking a drag off his cigarette, nods an 'okay'.

                      ACE (V.O.)
          Everybody else: watch out.

INT. TANGIERS CASINO/BLACKJACK TABLES - DAY

A blackjack WINNER, who looks like a school teacher, with 
over $100,000 in chips before him has gathered a crowd.

                      ACE (V.O.)
          Like these yokels here who never 
          heard of Nicky or the bosses back 
          home, 'cause they're the morons who 
          give you the most trouble. Even after 
          we'd catch 'em, they'd try sneakin' 
          back with beards and wigs and fake 
          noses.

ACE and SHERBERT walk up to watch the WINNER who is playing 
all six hands at the blackjack table.

                      ACE (V.O.)
          You can spot these assholes by 
          watching the way they bet. Like this 
          guy. He's bettin' lavender chips at 
          five hundred each with only one little 
          problem. He's always guessed right.  
          If he wasn't so fuckin' greedy, he'd 
          have been tougher to spot. But in 
          the end, they're all greedy.

ACE walks around the WINNER's table, past the crowd, to the 
pit. Behind him are more blackjack tables, dealers and 
players. ACE bends down and ties his shoelace.

                      ACE (V.O.)
          I saw that the dealer was weak, but 
          he wasn't in on it.

The DEALER's hands lift the corner of his hole card a half 
an inch to determine the casino's hand against the WINNER. 
The slightly exposed hole card is a six of clubs.

                      ACE (V.O.)
          He just wasn't protecting his hand. 
          He was lifting his hole card way to 
          high.

ON ACE'S FACE THEN TO HIS POV OF THE CARD, PAST A PIT BOSS, 
PANNING TO THE SIGNALER AT THE BLACKJACK TABLE TO THE RIGHT. 
THE SIGNALER IS SLUMPED DOWN IN HIS SEAT, TOSSING DOWN SOME 
CARDS AND SNEAKING LOOKS AT THE DEALER'S HAND AT THE WINNER'S 
TABLE.

                      ACE (V.O.)
          Now, here's this guy...

OVERHEAD PAN FROM THE SIGNALER SLUMPED IN HIS SEAT.

                      ACE (V.O.)
          ...reading the dealer's hole card...

PAN CONTINUES PAST ACE TO REVEAL THE WINNER'S TABLE.

                      ACE (V.O.)
          ...and signaling his buddy [the 
          WINNER] at this table.

OVERHEAD DOLLY IN ON SIGNALER WHO APPEARS TO BE NERVOUSLY 
TAPPING HIS THIGH.

We see through his trousers, that he is tapping a copper 
transmitter with a battery pack attached.

Back at the WINNER's table we see inside his pant leg where 
a device strapped to his leg is receiving the impulse signal - 
buzz - buzz - buzz - from the SIGNALER.

                      ACE (V.O.)
          And that's just what these hustlers 
          look for. They cruise from casino to 
          casino, lookin' for weak dealers the 
          way lions look for weak antelope.

ACE starts to get up.

                      ACE (O.S.)
               (From following scene)
          Operator?

INT. TANGIERS BLACKJACK TABLES/TELEPHONE - DAY

ACE is on the house phone right near the SIGNALER's table.

                      ACE
          This is Mr R. Get me Armstrong and 
          Friday over at pit two right away.

He hangs up, and fixes his tie in the mirrored panel above 
the phone.

OVERHEAD VIEW OF THE SIGNALER'S TABLE. VARIOUS SECURITY GUARDS 
SLOWLY BEGIN TO GATHER AROUND IT.

ACE, waiting, lights a cigarette. ARMSTRONG joins ACE. They 
look towards the SIGNALER's table.

                      ACE
               (To ARMSTRONG)
          BJ nineteen, second base, the beard 
          [Blackjack table number 19, second 
          position, man with the beard]

                      ACE
               (Picks up the phone 
               again.)
          Operator... I need Mr Happy, loud.

On ACE's signal, WAITRESSES, one carrying a cake with a 
sparkling candle, start singing 'Happy Birthday', attracting 
the crowd's attention.

                      WAITRESSES
               (In unison)
          Happy Birthday to you. Happy Birthday 
          to you. Happy Birthday, dear Jeff. 
          Happy Birthday to you.

Gamblers cheer and applaud.

ACE nods and ARMSTRONG lets a long metal object drop out 
from under his jacket sleeve and moves in close behind the 
SIGNALER, as though looking at the game.

He presses the object - a cattle prod - under the SIGNALER's 
arm near his heart. The SIGNALER instantly goes into 
convulsions, falling to the floor gasping and groaning. 
Several SECURITY GUARDS grab the SIGNALER as he falls.  
ARMSTRONG walks away.

                      SECURITY GUARD #1
          Man down!

The WINNER sees what happened to his partner.

                      SECURITY GUARD #1
          Notify medical! We got a cardiac 
          arrest here!

                      SECURITY GUARD #2
          He's fine, folks. Just give us some 
          room, please!

ACE watches the scene. The guards lift the stunned SIGNALER 
to his feet and help him away from the table. Play is 
immediately resumed.

                      ACE (V.O.)
          Watch it now.

The WINNER hurriedly places his chips into racks.

                      SECURITY GUARD #1 (O.S.)
          Stand back!

                      ACE (V.O.)
          They never know what hit them. And 
          if and when...

SECURITY GUARDS drag the SIGNALER out.

                      ACE (V.O.)
          ...they do find out they just got 
          zapped by a cattle prod...

SHERBERT follows the WINNER as he rushes away.

                      ACE (V.O.)
          ...they wish they really did have a 
          heart attack.

ACE exits behind the GUARDS and the SIGNALER.

INT. BASEMENT MAINTENANCE ROOM - NIGHT

A grim, windowless utility room with tools on racks along 
the walls, some plain wooden chairs, and a workbench table.

                      ACE (V.O.)
          Turns out this guy and his fuckin' 
          pals, they were knockin' this place 
          dead for years.

                      SECURITY GUARD #1
          He's got a wire on him.

The SIGNALER is roughly shoved into the room. A SECURITY 
GUARD tears his trousers down revealing the signaling device 
strapped to his leg.

                      SIGNALER
          Hey, hey, what are you doin', man?

                      SECURITY GUARD #2
               (Exposing the device)
          There it is! On the table!

                      SECURITY GUARD #1
          Cheater's justice!

The SIGNALER is slammed down face first on the bench and the 
two GUARDS spread his arms out on the table.

                      SIGNALER
               (In pain)
          Oh, God! Oh!

Another GUARD starts up a power saw and approaches the 
SIGNALER who is now pinned to the table. He starts to scream.

                      SIGNALER
          Hey, no! No! No!

ACE walks toward the table, gesturing for the GUARD to turn 
off the saw.

                      ACE (V.O.)
          We had to make an example of these 
          pricks that the party was over.

                      ACE
               (To relieved SIGNALER)
          I'm just curious. I saw you shuffling 
          your checks with your right hand. 
          Can you do that with both hands?

                      SIGNALER
          No.

                      ACE
          Can't do it with both hands?

                      SIGNALER
          No, Sir.

                      ACE
          Can you do it with your left hand?

                      SIGNALER
          Well, I... I never tried.

                      ACE
          So, you're a righty?

                      SIGNALER
          Ye-yeah.

ACE nods to one of the GUARDS. Instantly a large rubber mallet 
smashes onto the man's right hand four times to the sound of 
screams. ACE watches.

                      ACE
          Now, you're gonna have to learn with 
          your left hand.

                      SIGNALER
          God!
               (He moans and sits 
               back.)

                      WINNER (O.S.)
               (From following scene)
          It's a hundred...

INT. CASINO CASHIER'S CAGE AREA - NIGHT

The WINNER has been standing outside the cashier's cage 
waiting for his $110,000 in chips to be cashed. SHERBERT 
walks up behind him.

                      WINNER
          ...a hundred ten.

                      CASHIER
          Yes, it is.

                      WINNER
          I think.

                      CASHIER
          Yes.

                      WINNER
          Okay.

                      SHERBERT
          Hiya. That's a lot of money to be 
          counting out in public.

                      WINNER
          Yeah.

                      SHERBERT
               (To CASHIER)
          Why don't I take him over to the 
          office and verify it, huh?

                      CASHIER
          Yes.

                      SHERBERT
          A little privacy. And, by the way, 
          send over a... nice bottle of 
          champagne on ice, huh?

                      CASHIER
          Sure will.

                      SHERBERT
          Real special.  Somethin'...
               (To WINNER.)
          By the way...  I'm Billy Sherbert, 
          your casino manager.

He shakes hands with the WINNER.

                      WINNER
          Hi.

                      SHERBERT
          Having a good time?

SHERBERT leads him away from the cage.

                      WINNER
          Yes, uh...

                      SHERBERT
          You'll want to count the money in 
          privacy. You know, you don't need...

                      WINNER
          Uh, I have a plane to catch to 
          Cleveland...  Can I get my winnings?

INT. BASEMENT MAINTENANCE ROOM - NIGHT

The WINNER is pushed through the door by two GUARDS followed 
by SHERBERT and sees his pal moaning in pain and holding his 
broken hand.

                      SIGNALER
          Look what they did to my hand, man!

                      ACE
               (Walks over to the 
               WINNER)
          All right, I'm gonna give you a 
          choice. You can either have the money 
          and the hammer or you can walk out 
          of here. You can't have both. What 
          do you want?

SHERBERT stands next to the WINNER

                      WINNER
          I just wanna get out of here.

                      ACE
          And don't forget to tell your friends 
          what happens if they fuck around in 
          here. You understand?

                      WINNER
          I'm sorry. I made a bad mistake.

                      ACE
          You're fuckin' right, you made a bad 
          mistake. 'Cause if you come back 
          here - we catch either one of you - 
          we're gonna break your fuckin' heads 
          and you won't walk out of here. You 
          see that fuckin' saw?  We're gonna 
          use it. You don't fuck around in 
          this place. You got it?

                      WINNER
          Yeah.

                      ACE
          Get out of here.

                      WINNER
          Thank you.

The GUARDS usher the WINNER out of the room.

                      ACE
               (To the GUARDS, 
               referring to the 
               SIGNALER)
          Throw him out in the alley.  And 
          just tell the cops he got hit by a 
          car.

INT. ACE'S TANGIERS PENTHOUSE

ACE and GINGER are alone in the living room. The apartment 
looks out on the glittering neon signs of the Strip.

                      ACE (V.O.)
          Within no time, everything was set 
          in place. We got rid of the freelance 
          scamsters. The per was way up.  The 
          gods were happy, or as happy as the 
          gods can ever be.  And I, I decided 
          to complicate my life. For a guy who 
          likes sure things, I was about to 
          bet the rest of my life on a real 
          longshot.

                      ACE
          We're not getting any younger. Don't 
          you think it's time? Aren't you 
          gettin' tired of all this shit? 
          Bangin' around, hustlin' around?

                      GINGER
          What, are you trying to handicap me?

                      ACE
          I'm gonna do you one better. I'm 
          trying to marry you. You want to 
          marry me?
               (GINGER looks doubtful.)
          I'm serious. I mean, I - I want to 
          settle down. I want a family.

                      GINGER
               (Sighs, laughing)
          You got the wrong girl, Sam.

                      ACE
          I know I'd be a good father. I know 
          you'd be a good mother.

                      GINGER
          You don't know me. What, you've known 
          me, two, three months. What do you 
          know?

                      ACE
          I'm forty-three years old. I don't 
          want to wait. I know you well enough 
          to know that I really love you very 
          much.  And I can't think of anybody 
          better to be with. And I don't feel 
          like waiting anymore.

                      GINGER
          You know a lot of happily married 
          people, Sam? 'Cause I don't.

                      ACE
          Yeah, I know all that.

                      GINGER
          I care about you, a - But I just 
          don't have those kind of feelings 
          for you. I'm sorry. I'm not in love 
          with you.

                      ACE
               (Brushing cigarette 
               ash off his dressing 
               gown)
          I - I - I...

                      GINGER
          Understand?
               (Pause)
          I'm sorry.

                      ACE
          No, I - I... mean...  that can grow 
          as I - as long as there's a mutual 
          respect... that kind of thing can 
          grow. I'm realistic. I can accept 
          that. But, you know, what is...  
          What is love anyway?  It's a... it's 
          a mutual respect. It's - it's a 
          devotion. It's a... it's a caring 
          from one person to another. And if 
          we could set up some kind of 
          foundation...  based on that mutual 
          respect...  I feel that eventually 
          you would care enough about me... 
          that I could live with that.

                      GINGER
          If it doesn't work out. You know, if 
          it doesn't play out, then what happens 
          to me?

                      ACE
          You know I'm doin' well now. And I'm 
          gonna do even better. And so, whatever 
          happens, if it doesn't work out 
          between us, I'm gonna make sure you're 
          okay for the rest of your life. And 
          if there are kids, especially, you 
          know, I'll take care of you better 
          than you'd ever imagine.

                      GINGER
               (Interrupts)
          What're you... what're you pitching 
          me, here?

                      ACE
          Just what I said. You'll be set up 
          for the rest of your life. That I 
          can promise you.
               (Pause)
          Want to take a chance?

She looks at him. ACE is holding her hand tightly.

INT. RIVIERA BALLROOM MARRIAGE - NIGHT

ACE and GINGER are seated at a banquet table with various 
guests, drinking champagne. AMY, their six-month-old child 
is in a cradle. NICKY and JENNIFER are hovering around the 
baby with LITTLE NICKY and are blissfully happy. It is an 
elegant affair.  City Officials, politicians and gaming 
officials are there, plus, SHERBERT and Ace's boss, PHILIP 
GREEN. A photographer takes pictures of the guests.

                      ACE (V.O.)
          When I married Ginger I knew all the 
          stories, but I didn't give a fuck. 
          'I'm Sam Rothstein,' I said. 'I can 
          change her.'

                      NICKY (V.O.)
          It was typical Ace. He invited the 
          biggest people in town and he knew 
          they'd show. Because he knew they 
          all wanted somethin' from him.  With 
          Ace, nobody ever got a free ride. 
          Even Ginger. With her -

We see AMY in the cradle.

                      NICKY (V.O.)
          - he still covered his bets. They 
          had to have the baby first, before 
          they got married. Even made Jennie 
          and me watch Amy for a few days when 
          they went on their honeymoon. But I 
          didn't mind, we loved the kid.

IN SLOW MOTION CAMERA MOVES IN ON ACE AND GINGER, STANDING 
NEXT TO A LARGE WEDDING CAKE. THEY ARE KISSING. NICKY, 
SHERBERT AND OTHER GUESTS LOOK ON.

CAMERA MOVES IN CLOSER AS THEY KISS, THEN PAST THEM TO THE 
BRIDE AND GROOM FIGURINES ON THE CAKE.

LESTER's and GINGER's telephone conversation is heard in 
voice-over this scene.

                      LESTER
               (Over telephone)
          Can you feel my eyes on you? Can you 
          feel me look into your heart?  Can 
          you feel me in the pit of your 
          stomach? Can you feel me in you? In 
          your heart?

We see a wide view of the elaborate wedding, guests mill 
about the banquet hall.

                      LESTER
          Don't make me come there. Answer me.

                      GINGER
               (Over telephone, 
               sobbing)
          I love you.

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - NIGHT

LESTER DIAMOND is talking on the phone softly, cutting up 
cocaine on a piece of glass.

                      LESTER
               (Into telephone)
          Bub-ut, baby, do you know that I 
          love you too?

                      GINGER
               (Over telephone)
          No, Lester.

                      LESTER
               (Into telephone)
          Do you know that?

                      GINGER
               (Over telephone)
          Yeah. This is the best thing I can 
          do for my life right now.

                      LESTER
               (Into telephone)
          That's right.

INT. RIVIERA BALLROOM CORRIDOR - NIGHT

GINGER is sitting alone on the phone. She's crying.

                      LESTER
               (Over telephone)
          So, it's gonna be okay, isn't it?

                      GINGER
               (Sobbing, into 
               telephone)
          Promise?

                      LESTER
               (Over telephone)
          God... I wish you...

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - NIGHT

There is a beautiful scantily dressed blonde girl in the 
apartment with him. She bends down to the table in front of 
him, snorts some cocaine, then walks away.

                      LESTER
               (Into telephone)
          ...all the luck in the world.

                      GINGER
               (Over telephone)
          You do?

                      LESTER
               (Into telephone)
          Yeah, I do. I mean, it's - it's the - 
          it's the best thing you can do right 
          now. I mean this. And you'll have 
          real security.  Sweetheart... you're 
          gonna be situated just right in Vegas.

INT. RIVIERA BALLROOM CORRIDOR - NIGHT

ACE enters from the ballroom and sees GINGER on the phone. 
He walks towards her, listening to her conversation.

                      LESTER
               (Over telephone)
          Come on, this is great for us. You 
          know I'm gonna be here for you. I 
          ain't going no place. Huh?  I'm 
          lookin' at you right now. I'm seein' 
          you for the very first time, right 
          this minute. I'm seein' you, and I 
          can feel my heart click. I see you 
          fourteen years old. I see you the 
          first second I ever saw you. I see 
          you, long-legged little colt -

GINGER notices ACE behind her.

                      LESTER
          - with stupid braces on your teeth.

                      GINGER
               (Into telephone, 
               sniffing, trying to 
               cut him off)
          Okay, then.

                      LESTER
               (Over telephone)
          Every time I ever see you, that's 
          what I see.

                      GINGER
               (Into telephone)
          Uh, talk to you later.  Bye.
               (She hangs up the 
               phone quickly.)

                      ACE
          You all right?

                      GINGER
               (Drinking some 
               champagne, wiping 
               away tears)
          Yeah.

                      ACE
          Why're you crying?

                      GINGER
               (Laughs)
          I'm not crying.
               (Sniffs.)

ACE walks up behind GINGER.

                      ACE
          Maybe you shouldn't drink so much.

                      GINGER
          I'm okay. I just -
               (Sniffs)
          You just have to understand. I've 
          been with Lester since I was a kid. 
          I just wanted to say goodbye. I - I 
          just...  I don't... I think I have a 
          right to do that. Okay?

                      ACE
          It's all right. That part of your 
          life is over with. Right?

                      GINGER
          Yeah.

                      ACE
          You're with me now.

                      GINGER
          Yeah.

                      ACE
          Right?

                      GINGER
          Uh-huh.

                      ACE
          You sure?

                      GINGER
          Yeah. Yeah.

They are reflected in a mirror behind the telephone.

                      ACE
          Want to go? Let's go back in.

                      GINGER
               (Sniffs)
          Okay.

ACE's hands pick up a white rose and GINGER's gloves from 
the desk.

EXT. ACE'S HOUSE - DAY

ACE and GINGER drive up to an expensive house which backs on 
to a country-club golf course.

INT. ACE'S HOUSE - DAY

ACE takes GINGER inside. It is fancy and lush.

                      GINGER
          Oh...

Through sliding glass doors, we see a patio and a pool area.

                      GINGER
               (Sighing)
          It's great.

The living-room has exposed white brick along the walls, 
bronze ostrich figurines, a white baby grand piano, and a 
zebra print rug surrounded by a few couches.

                      GINGER
          Oh, it's great.

INT. ACE'S BEDROOM CLOSET - DAY

ACE takes GINGER past the bedroom to their huge room-sized 
closet. There are racks and racks of clothes.

                      GINGER
               (Running into the 
               closet)
          Oh! It's all my stuff. Oh, my God.

ACE presents her with a long chinchilla coat.

                      GINGER
          You brought all my stuff. I can -

She sees the coat.

                      ACE
          Try it on. It's yours.

He puts it on her.

                      GINGER
               (Whispering)
          You're kidding? My God. What is it?

                      ACE
          It's chinchilla.

                      GINGER
               (Looking at herself 
               in the mirror)
          Oh, it's so soft.

                      ACE
          It's nice isn't it?

                      GINGER
          Oh...

ACE Kisses her.

                      GINGER
          No one's ever been so nice to me.

They kiss and embrace.

INT. ACE'S HOUSE/BEDROOM - DAY

ACE's hand opens a leather case full of gold Bvlgari jewelry.

                      GINGER
               (Gasps)
          Oh, my God.

INT. ACE'S HOUSE/BEDROOM - DAY

ACE and GINGER lie on the bed, surrounded by jewelry. GINGER 
is swathed in the chinchilla coat. Ace watches as a transfixed 
GINGER tries on gold necklaces, rings, bracelets and earrings.

                      GINGER
          So, do you think it's too much if I 
          wear these in the same day?

                      ACE
          You do whatever you want. Do I keep 
          my promises, or do I keep my promises?

ACE kisses GINGER.

                      GINGER
          You're so wonderful. The jewelry's 
          not so bad, either.

                      ACE
          The only thing is... you shouldn't 
          keep this in the house. We gotta put 
          it in a bank.

                      GINGER
               (Putting on a gold 
               bracelet)
          Come on. Can I keep this one in the 
          house?

                      ACE
          Now look,
               (gently holding her 
               face, gathering her 
               total attention)
          pay attention to me. What I'm gonna
           tell you is very important.

                      GINGER
          Okay.

                      ACE
          All this stuff doesn't mean anything. 
          Money, this, doesn't mean anything 
          without trust. I have to be able to 
          trust you with my life.

EXT. BURBANK PRIVATE AIRPORT - DAY

TITLE IN: 'LOS ANGELES'

ACE and GINGER get off the Tangiers jet carrying two 
suitcases. ACE gives a chauffeur the luggage and follows 
GINGER into a brown Rolls Royce.

                      ACE (V.O.)
          With over a million in cash and jewels 
          tucked in a bank in Vegas only for 
          Ginger, she was secure and happy.

INT. BEVERLEY HILLS BANK - DAY

ACE and GINGER walk into the bank lobby carrying the 
suitcases.

                      ACE (V.O.)
          She loved that shit. But a guy in my 
          line of work has to have a lot of 
          pay-off cash around.

INT. BEVERLEY HILLS BANK/VAULT - DAY

There are several safe deposit boxes filled with cash. ACE 
and GINGER are closing a large box so crammed with cash that 
ACE has to lean on it for the clasp to lock.

                      ACE (V.O.)
          Crooked cops and kidnappers, they 
          don't take checks.

                      GINGER
          Need a little help with that, Mr 
          Collins?

                      ACE (V.O.)
          So, I put two million in cash in a 
          Los Angeles bank under the name of 
          Mr and Mrs Tom Collins. This was 
          strictly my shakedown and kidnapping 
          money.

ACE and GINGER struggle to push the crammed box into a slot 
in the wall.

                      ACE (V.O.)
          And, since I'd either be in jail or 
          locked in a closet when I needed the 
          money the most...

The BANK PRESIDENT joins them, and he and ACE simultaneously 
double-lock the outer safe box door with two separate keys, 
after which, ACE gives GINGER his key.

                      ACE (V.O.)
          ...I gave Ginger the only key to the 
          cash that could get me back alive.

INT. BANK PRESIDENT'S OFFICE - DAY

GINGER is on the other side of a glass wall, signing papers.

                      BANKER
          Now this is just a signature card.

                      ACE
          So, once she signs those papers, 
          she'll be the only person to have 
          total access to the box?  No one 
          else, including myself?

                      BANKER
          That's right.

We see GINGER looking at ACE.

                      BANKER
          That's the way you wanted it, right?

ACE nods

                      BANKER
               (Quietly.)
          Sam, let me ask you a question. You 
          must really trust your wife.

                      ACE
               (Quietly)
          Yeah, sure I do. Why?

                      BANKER
          No, tha-that's good. It's just 
          unusual. To tell you the truth, so 
          many of my clients don't.

                      ACE
          Well...

ACE looks over to GINGER, smiles and winks. She looks back 
at him.

INT. TANGIERS LOUNGE - NIGHT

JERRY VALE sings to a seated audience. ACE sits alone at a 
table.

                      ACE (V.O.)
          With Ginger and the money in place, 
          I felt covered, and to play it safe 
          I switched job titles again and made 
          myself, um, Food and Beverage 
          Director. This way nobody would bother 
          me about a license. I mean, Vegas 
          was like a dream for me. Trouble 
          was...

NICKY is seated at another table with MARINO, peeling off 
money and giving it to MIKE, a crooked dealer.

                      ACE (V.O.)
          ...Nicky was dreamin' his own kind 
          of Vegas.

                      NICKY (V.O.)
          To begin, I put money out on the 
          streets, chargin' three points a 
          week. You know - juice to the fuckin' 
          dealers.

                      MARINO
               (To MIKE)
          Don't make us come lookin' for you.

                      MIKE
          Oh, you won't have to look for me. I 
          appreciate it. Thanks, Nicky.

                      NICKY
          All right, Mike.

MIKE gets up from the table.

                      NICKY (V.O.)
          They were degenerate gamblers, coke 
          freaks. In no time, I had half the 
          dealers in the Tangiers in my pocket.  
          Then...

INT. TANGIERS POKER TABLE - NIGHT

NICKY is at a table with his gang of card sharks: SLIM, ROCKY, 
MOOSH and COWBOY, all secretly signaling each other, 
sandbagging a mark. MIKE, the crooked dealer from the previous 
scene, deals NICKY a winning hand.

                      NICKY (V.O.)
          ...the next thing I did, I started 
          bustin' out high-stakes poker players.

                      ACE (V.O.)
          It was so obvious. I mean, all of 
          Nicky's half-assed mechanics, they 
          were real signal happy.

                      MOOSH
               (Scratching his arm)
          I'm gonna open for five hundred.

                      ROCKY
          Moosh, you open?
               (Taps his fingers on 
               some chips before 
               picking them up.)

                      ACE (V.O.)
          Signaling back and forth.

                      CARD SHARK
          I bet thirty-five hundred.

NICKY wiggles a toothpick back and forth in his mouth.

                      DOCTOR DAN
          I've been losing for three days 
          straight, non-stop.

Another shark pulls on his ear.

                      ROCKY
          Oh, why're you crying, with three 
          loaves of bread under your arm?

ACE watches their signals with concern.

                      ACE (V.O.)
          Nicky thought nobody was watching 
          him. But he was wrong.

We see two undercover gaming agents, looking like tourists, 
sneaking looks at NICKY's table.

                      ACE (V.O.)
          And I didn't want any of those agents 
          near my place.

                      NICKY
          Four aces, Doc.

His hands spread five cards on the table, showing four aces.

                      NICKY
          What do you got?

                      DOCTOR DAN
               (Getting up in disgust)
          Jesus Christ. I can't believe it.

COWBOY, the card shark with the cowboy hat, rakes in a large 
pot toward his side of the table.

                      DOCTOR DAN
          If I didn't have bad luck, I wouldn't 
          have any luck. I'm out of here, you 
          understand?

                      ACE (V.O.)
          I mean, I wished to God Nicky and 
          his whole crew would just get lost.

He walks towards NICKY's table.

                      ACE (V.O.)
          What am I gonna do? Go back home and 
          start a war?

ACE leans down to talk to NICKY.

                      ACE (V.O.)
          I mean, Nicky's a made guy and I'm 
          not. I can't do that.

                      ACE
               (Whispering in NICKY's 
               ear)
          Be careful. Gaming agents are all 
          over the place.

                      NICKY
          So, I'm lucky. I'm not allowed to 
          get lucky in this place?

                      ACE
          You been lucky all week. They're 
          lookin' to nail ya.

ACE walks away. NICKY looks over at the gaming agents.

                      NICKY (V.O.)
          Ace was so fuckin' worried about his 
          casino, he forgot what we were doin' 
          out here in the first place.

INT. TANGIERS CASINO - NIGHT

Security people are pulling apart a husband and wife who are 
fighting. Camera picks up ACE as he passes by them.

                      NICKY (V.O.)
          A million times I wanted to yell in 
          his fuckin' ear: 'This is Las Vegas!  
          We're supposed to be out here robbin', 
          you dumb fuckin' Heeb.'

INT. TANGIERS CASINO POKER TABLE - NIGHT

Closeup of the COWBOY's white-socked feet with no shoes on a 
poker table.

                      ACE
               (To SHERBERT, referring 
               to COWBOY)
          I don't give a shit who he's connected 
          to. Tell him to take his fuckin' 
          feet off the table. What's he think 
          this is, a goddamn sawdust joint?

SHERBERT approaches COWBOY.

                      SHERBERT
          Sir, would you mind taking your feet 
          off the table and putting your shoes 
          on, please?

                      COWBOY
               (Sighs)
          Yeah, I would mind. I'm havin' a bad 
          night.

COWBOY remains the same with his feet on the table.

                      SHERBERT
               (Returning to ACE)
          Fuckin' asshole won't budge.

                      ACE
          Call security.

ACE approaches COWBOY.

                      ACE
          How are you?

                      COWBOY
          Good. How are you?

                      ACE
          Good. You want to do me a favor? You 
          want to take your feet off the table 
          and put your shoes back on?

                      COWBOY
          Fuck you.

ACE walks to nearby SECURITY GUARDS.

                      ACE
               (To GUARDS)
          I want you to exit this guy off the 
          premises, and I want you to exit him 
          off his feet and use his head to 
          open the fuckin' door.

Three SECURITY GUARDS approach COWBOY.

                      SECURITY GUARD #1
          Sir, you're gonna have to leave. You 
          mind accompanying us outside?

                      COWBOY
          Bullshit, I ain't goin' anywhere 
          with you!

                      SECURITY GUARD #1
          Bullshit, you're out of here, cowboy!

SECURITY GUARD #1 knocks his feet off the table, as GUARDS 
#2 and #3 lift him off his seat.

                      COWBOY
          Fuck you! Fuck you!

                      SECURITY GUARD #1
          Yeah?

                      COWBOY
          You know who you're fuckin' with?! 
          Huh? Do you?!

                      SECURITY GUARD #1
          Now move along.

                      COWBOY
               (Screaming at ACE who 
               follows him)
          You fuckin' faggot! Do you know who 
          you're fuckin' with?

The GUARDS carry him out and forcefully shove him towards a 
side exit.

                      COWBOY
          Leave me alone!

                      SECURITY GUARD #1
          Here we go!

                      COWBOY
               (Grunting)
          You've gotta be kidding me!
               (Groans.)

The GUARDS lift him off his feet and, holding him like a 
battering ram, smash his head into the door.

                      ACE (V.O.)
               (As COWBOY is thrown 
               out the door)
          Sure enough, an hour later, I get 
          the call.

INT. VEGAS BAR - NIGHT

NICKY is on a public wall-phone talking to ACE. MARINO is 
staring at the disheveled COWBOY.

                      NICKY
               (Into telephone)
          Ace, what happened over there? I 
          mean, did you know that guy you threw 
          out was with me?

INT. TANGIERS CASINO - NIGHT

ACE is on a Tangiers house phone. SHERBERT looks on.

                      ACE
               (Into telephone)
          No, I didn't know that. But you know 
          what he did?

                      NICKY
               (Over telephone)
          No.

INT. VEGAS BAR - NIGHT

NICKY gives COWBOY a look.

                      ACE
               (Over telephone)
          He insulted Billy. And then I walked 
          over to him politely...

INT. TANGIERS CASINO - NIGHT

                      ACE
               (Into telephone)
          ...and he tells me to go fuck myself.

                      NICKY
               (Over telephone)
          What?

                      ACE
               (Into telephone)
          Then he called me a faggot.

INT. VEGAS BAR - NIGHT

                      ACE
               (Over telephone)
          So what do you think I do? I threw 
          that cocksucker out.

                      NICKY
               (Into telephone)
          What? Ho-
               (He puts down the 
               phone; to COWBOY:)
          Hey, come here.

COWBOY walks up to him.

                      NICKY
          You called my friend a faggot? You 
          tell him to go fuck himself?

                      COWBOY
          Nicky, I did -

                      NICKY
          Is that what you did?

                      COWBOY
          I did - I didn't -

                      NICKY
          Tell him to go fuck himself? You 
          fuckin' hick!  Fuckin'...

NICKY hits him on the head with the phone. COWBOY falls back, 
groaning.

INT. TANGIERS CASINO - NIGHT

ACE listens to the noise of NICKY roughing up COWBOY.

                      NICKY
               (Over telephone)
          ...you big fuckin' hick, you. Come 
          here. Come here. Get him up. Come 
          here.

ACE LOOKS AT SHERBERT.

                      MARINO
               (Over telephone)
          Get up.

INT. VEGAS BAR - NIGHT

                      NICKY
               (To COWBOY)
          Come here, come here.

                      MARINO
          Get up.

                      NICKY
          You go over there right now and you 
          apologize. You better hope he lets 
          you back in.

INT. TANGIERS CASINO - NIGHT

                      NICKY
               (Over telephone)
          If you ever get out of line over 
          there again, I'll smash your fuckin' 
          head so hard...

INT. VEGAS BAR - NIGHT

                      NICKY
               (To COWBOY)
          ...you won't be able to get that 
          cowboy hat on. You hear me? Fuckin' 
          hick.
               (Into telephone)
          Sammy, listen...

INT. TANGIERS CASINO - NIGHT

                      NICKY
               (Over telephone)
          ...this guy obviously doesn't know 
          who he was talkin' to, you understand? 
          He doesn't...

INT. VEGAS BAR - NIGHT

                      NICKY
               (Into telephone)
          ...know that, uh, we're dear friends. 
          I mean, he's already very sorry. 
          But, uh, if you could do me a favor 
          to let him back in, I swear to you 
          he'll never get out of line again. I 
          promise you that.

INT. TANGIERS CASINO - NIGHT

                      ACE
               (Into telephone)
          If he does it again, he's out for 
          good. I don't care what it is, Nick, 
          I'm gonna ha- I'll - I'll never let 
          him in the place again.

                      NICKY
               (Over telephone)
          I'm sorry about this. Really.

INT. VEGAS BAR - NIGHT

                      NICKY
               (Into telephone)
          All right, Ace?

                      ACE
               (Over telephone)
          Okay.

                      NICKY
               (Into telephone)
          Thanks, pal.

NICKY hangs up the phone and turns to COWBOY.

                      NICKY
          You took your boots off? You put 
          your feet on the table... you shit-
          kicking, stinky, horse-manure-smellin' 
          motherfucker you!  You fuck me up 
          over there, I'll stick you in a hole 
          in the fuckin' desert! You understand?
               (Slapping him.)
          Go over there and apologize.
               (Kicking the chastened 
               COWBOY away.)
          Go! Get the fuck out of -

                      COWBOY
          Nicky, I'm sorry.

EXT. TANGIERS CASINO - DAY

A tiger leaps towards the camera, which pans over to two 
showgirls and then to ACE's hand holding the key to a Rolls 
Royce. He gives it to JONATHAN and DAVID as reporters rush 
in to photograph the moment.

                      NICKY (V.O.)
          You know, Ace could be a very touchy 
          guy, especially when he got bigger 
          and bigger in town. Like when he 
          hired that Jonathon and David and 
          their tigers away from the Palace by 
          buildin' them a new stage and then 
          givin' them a silver Rolls Royce.

INT. BACKSTAGE TANGIERS THEATER - DAY

ACE and SHERBERT watch as a STAGE MANAGER weighs in the 'Femme 
Fatale' Showgirls.

                      NICKY (V.O.)
          But I'll tell you, he knew how to 
          bring in the crowds. He knew all the 
          fuckin' angles. He brought over the 
          whole 'Femme Fatale' show from Paris. 
          But he forgot how lazy them European 
          dancin' broads can get. I mean, he 
          had to weigh 'em in once a week to 
          make sure they didn't blow up like 
          fuckin' balloons.

                      ACE
               (To SHOWGIRL)
          You're still eight pounds over.
               (To MANAGER.)
          What's the reason for this?

                      STAGE MANAGER
          Mr Rothstein, sir, let me put her on 
          suspension.

                      ACE
          Never mind the 'sir'. Never mind the 
          'sir'.

                      STAGE MANAGER
          Well, sir, I was just...

                      ACE
          Why is she eight pounds over?

                      STAGE MANAGER
          ...trying to offer you the respect 
          that your...

                      ACE
          I...

                      STAGE MANAGER
          ...position...

                      ACE
          'Mr Rothstein' is good enough.

                      STAGE MANAGER
          Mr Rothstein... well, sometimes, 
          when you reach that pressure point, 
          when you put that pressure point on 
          them, you know, it shows...

                      ACE
          She could at least lose half a pound 
          or a quarter.  Listen...

                      STAGE MANAGER
          ...and she doesn't always -

                      ACE
          ...all you do is give me answers. 
          Just - just give me the right answer.

                      STAGE MANAGER
          But, sir. Well, I don't know why. I 
          guess, maybe, because she's frightened 
          that if she doesn't lose the weight 
          she may even get fired.

                      ACE
          That's right. She will get fired. In 
          fact, I want you to send her back to 
          Paris.

                      STAGE MANAGER
          It's always been our policy -

                      ACE
          No. Just stop everything.

SHERBERT and ACE walk away across a huge stage.

                      SHERBERT
               (To ACE)
          This woman's an institution.

                      ACE
          I don't care what she is. She's an 
          institution, that's the problem. 
          She's lazy.

INT. TANGIERS CASINO SPORTSBOOK - NIGHT

ACE standing in a large space surrounded by giant TV screens 
showing sports events. Around him, long rows of bettors are 
seated at betting stations, lined up at windows, or wandering 
around at the bar. It's like a NASA control room on launch 
day.

                      NICKY (V.O.)
          Hey, I gotta give the guy credit. He 
          does the most obvious thing. This is 
          the only town in the country where a 
          bookie joint is legit, so, why not 
          take advantage, right?  So... he 
          took bookie joints off the street 
          and then opened them up inside the 
          casino. Well, within a few years, by 
          doin' all of this, he had every casino 
          on the Strip trying to copy off him.

                      ACE (V.O.)
          Between...

EXT. BACK ALLEY - NIGHT

NICKY, with MARINO, punching and kicking a man next to the 
open door of his luxury car.

                      ACE (V.O.)
          ...my innovations...

The man falls to the ground.

                      ACE (V.O.)
          ...and Nicky's dedication to his 
          job...

NICKY starts kicking him.

                      ACE (V.O.)
          ...I soon had the best operation on 
          the Strip.

NICKY lifts an empty trash can and shatters the car's 
windshield.

INT. TANGIERS CASINO FLOOR - NIGHT

ACE and NICKY are standing on the casino floor near the slot-
machines. Gamblers are milling about behind them.

                      ACE
          You better watch yourself. There's a 
          lot of heat on you already.

                      NICKY
          Why, somebody's complaining?

                      ACE
          I'm - I'm hearin' things from 
          security. They're all ex-cops. The 
          Sheriff's lookin' to bust your balls. 
          They want to put you in the Black 
          Book.

                      NICKY
          That Black Book is a bunch of 
          bullshit. They got two names in there 
          for the whole country and one of 
          them is still Al Capone.

                      ACE
          Bullshit or no bullshit, they put 
          you in that book, you're gonna be in 
          a lot of trouble. You will not be 
          able to walk into the casino. I'm 
          tellin' you.

                      NICKY
          What am I doin' out here? I'm tryin' 
          to make a livin', that's all.

                      ACE
          I'm just tellin' you. Don't say I 
          didn't warn you.

                      NICKY
          All right.

INT. VEGAS VALLEY COUNTRY CLUB, 1974 - NIGHT

Tight on the filaments of a flash bulb as they ignite.

TV news crews and still photographers are taking pictures of 
ACE and GINGER surrounded by clusters of celebrities and the 
Vegas power elite, including SHERBERT and GREEN, at a black 
tie event.

                      PHOTOGRAPHER #1
          Mrs Rothstein, look straight ahead. 
          Very nice. Thank you.

                      PHOTOGRAPHER #2
          Thank you.

                      PHOTOGRAPHER #1
          Yes, nice smile.

                      PHOTOGRAPHER #3
          Just look right at the camera. Hold 
          that pose.

We hear GREEN making a speech over flashing cameras and freeze 
frames of himself, SHERBERT, ACE and GINGER.

                      GREEN (O.S.)
          Considering all of his hard work and 
          dedication and the new lifeblood he 
          has instilled in Las Vegas...

We now see GREEN at a mike speaking in front of the seated 
club members.

                      GREEN
          Sam has established himself as an 
          indispensable member of the gaming 
          community. As the head of the Tangiers 
          Gaming Corporation, it's my pleasure 
          to welcome Sam Rothstein to the Vegas 
          Valley Country Club.

Members cheer and applaud as GREEN hands ACE a framed 
citation. It reads: 'This Certificate of Appreciation. Sam 
Rothstein. Charitable Foundations of Greater Las Vegas'. 
They shake hands for the photographers.

                      ACE (V.O.)
          Back home, they would have put me in 
          jail for what I'm doing. But out 
          here, they're givin' me awards.

                      ACE
               (Into the microphone)
          It's with great pleasure that I accept 
          this certificate of appreciation 
          from the...

CAMERA TILTS UP TO A MOUNTED PLAQUE ON THE WALL, READING: 
'CHARITABLE FOUNDATIONS OF GREATER LAS VEGAS'.

INT. VEGAS VALLEY COUNTRY-CLUB BANQUET ROOM - NIGHT

A dazzling GINGER moves charmingly about the room chatting 
up top executives, lawyers, judges, bankers and their wives. 
ACE, standing with GREEN and an elderly man, watches her 
work the room.

                      COUNTRY-CLUB WOMAN #1
          Congratulations, sweetheart.

                      GINGER
          Thank you.

                      COUNTRY-CLUB WOMAN #2
          Sam raised more than we've ever raised 
          before.

                      GINGER
          He worked so hard.

                      ACE (V.O.)
          But my greatest pleasure was watchin' 
          my wife, Ginger, work the room.

                      COUNTRY-CLUB MAN #1
          Thank you for everything.

                      ACE (V.O.)
          They all loved her. How could you 
          not live her?

                      GINGER
               (To COUNTRY-CLUB WOMAN 
               #3)
          Hi. Nice to see you.

                      ACE (V.O.)
          She could be the most charming woman 
          you ever saw. People loved to be 
          around her.

                      COUNTRY-CLUB WOMAN #3
          Listen, you've got to bring Amy to 
          Sasha's birthday party because he'd 
          love to have her there.

                      GINGER
          Thanks.

                      COUNTRY-CLUB WOMAN #3
          We'll see you three o'clock Saturday.

                      GINGER
          Thanks. Yes, all right.

                      COUNTRY-CLUB WOMAN #3
          Great.

                      ACE (V.O.)
          She made everybody feel good.

GINGER joins ACE. He smiles proudly.

INT. VEGAS VALLEY COUNTRY-CLUB BANQUET ROOM - NIGHT

GINGER and ACE are off alone by a dining-room table, talking 
intently. A young casino EXECUTIVE interrupts them.

                      EXECUTIVE
          Congratulations, Sam.

                      ACE
               (Shaking his hand)
          Oh, thanks.

The flirting EXECUTIVE looks at GINGER.

                      EXECUTIVE
          Hello, Mrs Rothstein.

                      GINGER
          Hi.

                      EXECUTIVE
          How are you?

                      GINGER
          Oh.

GINGER gives the flirting EXECUTIVE her hand, he kisses it.

                      EXECUTIVE
          You're one of the most gorgeous women 
          I've ever seen. You're a lucky man 
          Mr Rothstein.

ACE watches as GINGER flashes one of her dazzling smiles, 
but he's not sure whether she's flirting. He looks at the 
young man and back at his wife.

                      ACE
          Thank you. Thanks for that compliment.

                      ACE (V.O.)
          He was a young kid from the casino... 
          nice kid...  bright boy. What balls 
          on this fuckin' kid! The next day I 
          fired him.

Freeze frame on ACE smiling at GINGER.

INT. VEGAS BANK VIEWING ROOM - DAY

GINGER, with two-year-old AMY in a stroller, is seated on a 
bench going through large bank vault boxes containing her 
jewels.

                      GINGER
               (To AMY)
          Hey, do you want to see this one? 
          Daddy gave me all this jewelry because 
          he loves me so much. (She places a 
          gold bracelet on AMY's hand.) Put 
          your arm in there.

                      ACE (V.O.)
          But as much as they loved her...

                      GINGER
               (To AMY, wearing the 
               bracelet)
          Oh, fabulous.

                      ACE (V.O.)
          ...they didn't know what really moved 
          her.

She holds up a necklace to the light.

                      GINGER
          Look at this. Look at this.

CAMERA PULLS AWAY FROM THE DOOR LEADING TO THE VIEWING ROOM 
REVEALING A BANK MANAGER SEATED AT A DESK. WE HEAR GINGER 
AND AMY BEHIND THE DOOR.

                      GINGER (O.S.)
               (From the viewing 
               room)
          Daddy gave me this pin when we were 
          dating.

                      ACE (V.O.)
          And with Ginger happy, I was able to 
          concentrate on what I knew best.

INT. TANGIERS CASINO, SLOT-MACHINES - NIGHT

ACE is talking to DON WARD.

                      WARD
          Loose machines are right back over 
          there.

                      ACE
          What are they doin' way back there? 
          Bring 'em up here where they belong.  
          You can't even see 'em over there.

                      WARD
          Okay, I'll -

                      ACE
          What about the progressives with the 
          high jackpots? Where are they? These 
          machines are hidden.

                      WARD
          Well...

                      ACE
          These are our best machines. They 
          bring all the action. No wonder the 
          drop is off.

                      WARD
          Yeah, okay.

                      ACE
          The action is in the front, not in 
          the back. Bring 'em up front.

                      WARD
          All right, I will, I will.

                      ACE
          Listen to me very carefully. There 
          are three ways of doing things around 
          here. The right way, the wrong way, 
          and the way I do it. You understand?

                      WARD
          I do understand that. I'll get right 
          on it. And thank you.

                      ACE
          Don't thank me, just do it. You're 
          the Slots Manager. I shouldn't have 
          to tell you this.

                      WARD
          Dang, you are right, Mr Rothstein, I 
          am so sorry.

INT. CLASSY RESTAURANT - NIGHT

GINGER follows a snooty MAITRE D' to JENNIFER, already seated 
at a table.

                      ACE (V.O.)
          So, I ended up workin' what? Eighteen-
          hour days?  Ginger was the one who 
          wound up enjoying the best of Vegas.

                      MAITRE D'
               (To JENNIFER)
          Come with me, please. I have a better 
          table for you.  Sorry.

He shows the two of them to the best table in the place.

                      JENNIFER
               (Sitting down next to 
               GINGER)
          So, what'd you say to that fuckin' 
          jerk anyway?

                      GINGER
               (Smiling)
          I told him I was Mrs Sam Rothstein.

                      JENNIFER
               (Chuckles)
          Well, you might as well get somethin' 
          out of it.

GINGER lights a cigarette.

EXT. IDLE SPURS DESERT DINER - DAY

Wide overhead of roadhouse cafe isolated in the middle of 
the desert with a sign out front that reads '60 miles to 
Vegas'.

                      ACE (V.O.)
          Well, it wasn't long before what I 
          was afraid was gonna happen, happened. 
          Nicky managed to get himself banned 
          from every casino in Las Vegas, and 
          from then on, I couldn't be seen 
          talkin' to him anywhere in Vegas, or 
          even near it.

                      NICKY
               (From inside the diner)
          What the fuck is that supposed to 
          mean?

INT. IDLE SPURS DESERT DINER - DAY

ACE and NICKY are seated at a table in the empty diner.

                      NICKY
               (Reading from a 
               document)
          ' ...detrimental to gaming. And he 
          will be ejected from any casino in 
          Las Vegas...  and the casinos can be 
          fined as much as a hundred thousand 
          every time he shows up.'
               (He waves the document.)
          Do you believe this shit?

                      ACE
               (Smoking a cigarette)
          Yeah, I believe it. You got banned.

NICKY hisses.

                      NICKY
               (Reading)
          'Who is of notorious and unsavory 
          reputation...'

He angrily wads the document and tosses it across the table.

                      NICKY
          Motherfucker.  Unsavory fuckin'... 
          Is there any way around this?

                      ACE
          Nope, there's no way.

                      NICKY
          Let's say... for instance... I want 
          to go in the restaurant which happens 
          to be in the casino... to get one of 
          those sandwiches I like?

                      ACE
          Forget it. You can't even set foot 
          in the parking lot. That's how serious 
          it is.

                      NICKY
          In other words, I'm fucked.

                      ACE
          In so many words, yes.

                      ACE (V.O.)
          It just didn't sink into his head 
          about the Black Book and what it 
          meant. Not being able to go into a 
          casino is just one thing, but being 
          in this book etched your name into 
          the brains of every cop and FBI agent 
          in the state. I mean, you're listed 
          in there with Al Capone. But Nicky 
          didn't care.

                      NICKY
          I gotta do somethin'. I gotta do 
          somethin'. They ain't gettin' rid of 
          me. They're not gettin' rid of me. 
          I'm staying here. Fuck 'em. Fuck 
          'em.

EXT. GOLD RUSH JEWELER'S - DAY

WE MOVE PAST THE SKULL OF A STEER MOUNTED ON AN EXTERIOR 
WALL AND A WOODEN CIGAR STORE INDIAN STATUE, TO REVEAL 
DOMINICK SANTORO (WHO LOOKS A LITTLE LIKE HIS BROTHER NICKY) 
AND MARINO WHO ARE WAITING INSIDE THE GOLD RUSH. CAMERA COMES 
TO REST ON EXTREME CLOSE-UP OF NICKY'S EYES AS HE STANDS ON 
THE OUTSIDE PORCH.

                      NICKY (V.O.)
          So, once they pulled that shit, I 
          started doin' my own things in Vegas 
          nobody ever thought of doin'. To 
          keep an eye on things, I brought in 
          my kid brother Dominick... and some 
          desperadoes from back home and started 
          knockin' over high rollers, casino 
          bosses, bookmakers, anybody, right 
          here in town. I had a good fuckin' 
          crew goin' for me, I'll tell you 
          that.

SAL FUSCO, JACK HARDY and BERNIE BLUE are getting out of a 
car and walking into the jewelry store which is designed to 
replicate an old-fashioned Western town with peaked roofs, 
wooden planked sidewalks and hitching posts. The camera tracks 
by each man as they're introduced.

                      NICKY (V.O.)
          I had Sal Fusco, a great second-story 
          guy. Jack Hardy, he worked for a 
          safe company after he did a six-year 
          bit. And then there was Bernie Blue. 
          This guy could bypass any alarm for 
          me. And I opened up my own jewelry 
          store, too: 'The Gold Rush'.

INT. BEDROOM OF LUXURY HOME - NIGHT

NICKY places some jewelry from a vanity table into a sack 
and turns over some family photos. MARINO and HARDY are 
struggling with a safe.

                      NICKY (V.O.)
          Sometimes I used to go along on a 
          heist just for the fun of it. But I 
          didn't like the people I was rippin' 
          off lookin' at me, so I used to turn 
          their fuckin' pictures around.

                      NICKY
               (To MARINO and HARDY)
          What's takin' so long over there?

                      MARINO
          This peter's a motherfucker.

                      HARDY
               (Grunting)
          It's workin'. Just keep workin' it. 
          It's comin'.

                      NICKY
          Gotta learn how to open these fuckin' 
          things so you won't have to take 
          'em.

INT. GOLD RUSH BACK ROOM - DAY

NICKY is looking at diamonds with MARINO, HARDY and BLUE.

                      NICKY
          Frankie, some of these stones got a 
          lot of niggers in 'em.

ZOOM IN TIGHT ON A DIAMOND.

                      NICKY
          Tell that fuckin' Pepe if he's 
          switching stones on us, he'd better 
          take a fuckin' camel -

Phone rings.

                      NICKY
          - back to
               (picking up phone)
          Nigeria.
               (Into telephone)
          Yeah.

                      HOTEL RECEPTIONIST
               (Over telephone)
          Listen...

INT. TANGIERS RECEPTIONIST'S DESK - DAY

                      HOTEL RECEPTIONIST
               (Talking quietly into 
               telephone)
          ...they're in Penthouse K.

INT. GOLD RUSH BACK ROOM - DAY

                      NICKY
               (Into telephone)
          They check in alone?

INT. TANGIERS RECEPTIONIST'S DESK - DAY

                      HOTEL RECEPTIONIST
               (Into telephone)
          They checked in alone.

INT. GOLD RUSH BACK ROOM - DAY

                      NICKY
               (Into telephone)
          Are they out now?

INT. TANGIERS RECEPTIONIST'S DESK - DAY

                      HOTEL RECEPTIONIST
               (Into telephone)
          Yes, don't worry.

                      NICKY
               (Over telephone)
          All right.

INT. GOLD RUSH BACK ROOM - DAY

                      NICKY
               (Into telephone)
          Thanks.

He hangs up.

                      ACE (V.O.)
          He had tipsters...

INT. CASINO HOTEL BELL STATION - DAY

We see some luggage on the floor. A BELLMAN is on the phone 
with MARINO.

                      ACE (V.O.)
          ...all over town. Bellmen.

                      BELLMAN
          (Into telephone) This one looks good. 
          But you got to hurry.

                      MARINO
               (Over telephone)
          Yeah...

INT. GOLD RUSH - DAY

                      MARINO
               (Into telephone)
          ...yeah, okay.

He hangs up.

EXT. CASINO - DAY

A VALET PARKER standing outside a casino.

                      ACE (V.O.)
          Valet parkers.

                      VALET PARKER
               (Into telephone)
          They're just checking in now.

INT. GOLD RUSH BACK ROOM - DAY

                      FUSCO
               (Into telephone, seated 
               on a couch)
          Okay, I'll tell him.

INT. CASINO FLOOR - DAY

A PIT BOSS is on the phone.

                      ACE (V.O.)
          Pit bosses.

                      PIT BOSS
               (Into telephone)
          Yeah, room twelve-thirty, at the 
          Sirocco.

INT. GOLD RUSH BACK ROOM - DAY

                      MARINO
               (Into telephone)
          Twelve-thirty, right.

INT. OFFICE - DAY

A SECRETARY seated at a desk.

                      ACE (V.O.)
          Secretaries.

                      SECRETARY
               (Into telephone)
          It's all in mint condition coins.

INT. GOLD RUSH BACK ROOM - DAY

                      HARDY
               (Into telephone)
          Mint condition. All right.

                      ACE (V.O.)
          And they all...

EXT. WAREHOUSE/JEWELRY STORE - NIGHT

HARDY and a hood are in a van parked in front of a warehouse 
next door to a jewelry store.

                      ACE (V.O.)
          ...got a piece of the score.

                      HARDY
               (From inside the van, 
               into a walkie-talkie)
          Car's comin'.

We move past the van to a larger truck parked in an alley. 
Unseen, the truck has an open side door abutting the jewelry 
store's wall. SAL FUSCO and BERNIE BLUE are inside the truck 
drilling into the wall using a heavy-duty battery-powered 
drill. The drill is muffled with sheets of insulation 
material.

                      ACE (V.O.)
          They were always very careful. And 
          they always bypassed the alarms, or 
          else... if not, they'd drill enough 
          holes to knock through the walls 
          with a sledgehammer...

BLUE widens the hole with a hammer muffled with insulation.

EXT. JEWELRY STORE WALL - DAY

A flashbulb explodes.

Cops and detectives are photographing and inspecting holes 
drilled in the wall of the shop, through which the thieves 
have come and gone. The camera moves in through the hole.

                      ACE (V.O.)
          Nobody out there was expecting a guy 
          like him.

INT. JEWELRY STORE - DAY

The stunned STORE OWNER looks at the rubble and the empty 
jewelry boxes.

Detectives collect evidence.

                      ACE (V.O.)
          For Nicky, Las Vegas was the fuckin' 
          Wild West.

                      STORE OWNER
               (Leading a detective 
               to his showroom)
          I just got a shipment of diamonds 
          from Israel...

                      NICKY (V.O.)
          But what the fuck they expect from 
          me? I had to earn, didn't I?

INT. PALM SPRINGS JEWELRY STORE - DAY

MARINO stands above two IRANIANS who are looking at the stolen 
gems.

                      IRANIAN #1
          You know, this diamond has flaws in 
          it.

                      MARINO
          No, no, there's no flaws in it.

                      IRANIAN #2
          Don't tell me. I'm doing this for 
          twenty-five years.

                      MARINO
          You better clean your fuckin' loupe. 
          'Cause there's no flaws in these 
          diamonds.

The two IRANIANS speak to each other in Farsi.

                      NICKY (V.O.)
          Whenever we got local merch, we'd 
          usually send it to Palm Spring or 
          Arizona... LA. I had a couple of 
          sand niggers out there. You know, 
          Arabs.

                      MARINO
          What, are you gonna have a fuckin' 
          meeting here, or are you gonna buy 
          some diamonds?

                      IRANIAN #2
               (Chuckling)
          No, no. I know his language. I'm 
          talking with him.

                      MARINO
          Forty thousand dollars, you can buy 
          the whole package.

                      IRANIAN #1
          Twenty thousand, and that's my final 
          offer and...

                      MARINO
               (To IRANIAN #2)
          All of a sudden he talks English, 
          now.
               (To IRANIAN #1.)
          Let's talk turkey here, how 'bout 
          twenty-five thousand?

IRANIAN #1 laughs.

INT. NICKY'S HOUSE - NIGHT

NICKY and MARINO sneak into the house past JENNIFER who is 
asleep on the sofa in front of a TV set. NICKY takes out a 
key and opens the metal door into his bedroom.

                      NICKY (V.O.)
          I actually turned my bedroom into a 
          bank vault where I kept the choice 
          stuff.

                      MARINO
               (Referring to JENNIFER 
               as they pass the 
               kitchen)
          She asleep?

                      NICKY
          Every night, on the couch.

                      NICKY (V.O.)
          I couldn't leave it at the Gold Rush 
          in case we got raided by the cops... 
          or if my crew got cute.

Opening the metal door to his bedroom.

                      NICKY (V.O.)
          I had the only key.

INT. NICKY'S BEDROOM/CLOSET - NIGHT

Camera pans across bedroom to closet door.

                      NICKY (V.O.)
          Jennifer didn't give a fuck. She 
          used to fall asleep on the couch 
          watchin' television every night. 
          This stuff was all mine. I didn't 
          send any of this back home.

NICKY opens the closet door. He and MARINO walk in and bend 
down to lift up a small square of carpet to reveal a floor 
safe.

                      NICKY (V.O.)
          Actually, I couldn't because I wasn't 
          even supposed to be doin' it. The 
          bosses were makin' so much fuckin' 
          money with the casinos
               (unlocking the safe)
          that they didn't want anybody makin' 
          any waves for them.

In the floor safe, there are several handguns and silencers.

FRANK hands NICKY a roll of money.

                      NICKY
          Give all the guys in your crew a 
          piece of that?

                      MARINO
          I took care of everybody.

                      NICKY
          Yeah?  

He searches MARINO's jacket.  

                      NICKY (V.O.)
          That's why there was no real organized 
          street stuff in Vegas before I came 
          here.

NICKY throws the cash in the safe and closes the lid.

INT. NICKY'S HOUSE - DAY

NICKY is being shown papers by CHARLIE CLARK, a heavy-set 
banker with a moustache. They're both seated at a table in 
the living-room.

                      CHARLIE CLARK
          Yeah, that works out.

                      NICKY (V.O.)
          But how much cash could I bury in my 
          closet, right?

                      CHARLIE CLARK
          You need to understand, and I - I'm 
          sure you do... that in a venture of 
          this kind, you have to be prepared 
          to take some kind of loss.

                      NICKY
          Oh, listen, I understand that there's 
          always a risk... you know, I might 
          have to take a loss somewhere.

                      NICKY (V.O.)
          So I put some of the money into 
          legitimate deals with Charlie Clark. 
          He was Ace's banker.

                      NICKY
          I mean, you will try to push it 
          through, won't you, Mr Clark?

                      CHARLIE CLARK
          Yes.

                      NICKY
          Well, you gotta understand, I'm giving 
          you fifty thousand cash.

CHARLIE CLARK chuckles

                      NICKY (V.O.)
          Then I put some more of the money...

INT. LEANING TOWER RESTAURANT, KITCHEN - NIGHT

A prosciutto sandwich is being prepared on a kitchen counter.

                      NICKY (V.O.)
          ...in some legitimate places, like 
          my restaurant.

                      DOMINICK
               (To COOK preparing 
               sandwich)
          Is that the last one?

                      COOK
          Yeah.

He hands the sandwich to DOMINICK who spits in it.

                      NICKY (V.O.)
          I had my kid brother, Dominick, run 
          it for me.

                      DOMINICK
               (Spits)
          Fuckers!

DOMINICK wraps it in plastic and puts it into a brown paper 
bag.

INT. LEANING TOWER RESTAURANT - NIGHT

DOMINICK sets the bag with the wrapped sandwich in it on top 
of pizza boxes being held by two uniformed Vegas COPS.

                      DOMINICK
          Here you go, guys.

                      COP #1
          All right. Thanks, a lot.

                      DOMINICK
          Yeah... yeah, enjoy.

                      COP #2
          Yeah.

He shakes COP #2's hand before heading back into the 
restaurant.

                      DOMINICK
          Have a good time.
               (Muttering to himself.)
          Choke on it, ya motherfucker!

                      MAN #1
               (Passing DOMINICK on 
               his way out)
          Hey, Dom.

                      DOMINICK
          Hey, how you doin'?

DOMINICK walks over to some patrons in the bar area. NICKY 
enters, kissing his brother.

                      ACE (V.O.)
          Yeah, Nicky loved restaurants. He 
          was a real restaurant buff. And over 
          the years, he always made money with 
          them.

                      NICKY
               (Looking at one of 
               the patrons)
          Hey, Rich.

THE CAMERA FOLLOWS NICKY AROUND THE RESTAURANT PAST LAS VEGAS 
TYPES - DEALERS, LOUNGE ACTS, SHOWGIRLS, TV AND MOVIE 
CELEBRITIES, WAITRESSES AND BARMEN - WHO USE THE JAMMED PLACE 
AS THEIR HANGOUT.

                      ACE (V.O.)
          In Vegas, he had The Leaning Tower. 
          It was a very popular spot. He had 
          politicians, showgirls and movies 
          stars hangin' out all over the place.

NICKY walks up to STEVE ALLEN and JAYNE MEADOWS seated at a 
table, he whistles their theme tune as he approaches from 
behind.

                      NICKY
          Listen, that show over at the Flamingo 
          gets better and better.

                      STEVE ALLEN
          By the way, Sammy said whenever you 
          have a minute, give him a call.

                      NICKY
          Made a messenger out of you too, 
          huh?

                      STEVE ALLEN
               (Laughs)
          I'll do anything for a buck.

                      NICKY
          He does it. He does it to everybody. 
          Enjoy your dinner.

                      JAYNE MEADOWS
               (Chuckles)
          Thanks.

                      STEVE ALLEN
          Okay, thanks.

                      ACE (V.O.)
          But I gotta tell you, the thing Nicky 
          liked the most was the showgirls, 
          naturally. I mean, to them, Nicky 
          was the movie star.

NICKY walks across the room to MARINO and two showgirls, 
SHELLY and STACY.

                      NICKY
               (To MARINO)
          You walk past me?

                      MARINO
          Hey. This is Shelly.

                      NICKY
          Hey, Shelly.
               (Kisses her hand.)

                      SHELLY
          Hi.

                      NICKY
          How are you? Nice to meet you.

                      MARINO
               (Pointing to STACY)
          And this is Stacy.

                      NICKY
          Stacy.
               (Kisses her hand.)

                      MARINO
               (To the SHOWGIRLS)
          This is Nick.

                      NICKY
          Pleasure.

                      STACY
          Hi, Nick.

                      MARINO
          We're gonna have dinner. Come on.

                      NICKY
          All right, uh,
               (To SHELLY)
          Let's just check the kitchen first. 
          Excuse us one second. Come on, I'll 
          show you.

He takes SHELLY's hand and leads her out.

                      NICKY (V.O.)
               (From following scene)
          'Cause I fly stuff in fresh every 
          day.

INT. LEANING TOWER RESTAURANT, PARKING LOT - NIGHT

NICKY and SHELLY walk across the parking lot and get into 
his two-tone, red and white car.

                      NICKY
          I get bread from back home. I get 
          fish from California. And you can 
          always tell a great kitchen like 
          ours because of the milk-fed veal. 
          That's the secret.

Opening the car door from the passenger's side, she gets in.

                      NICKY
          See, milk-fed veal is pure white. 
          Out here, they got that pink veal. 
          Slide over, honey.

She slides over, he gets into the passenger's seat and closes 
the door.

                      NICKY
          Now, pink veal, you can pound that 
          shit for two days and it'll never 
          get tender, you know what I mean?

SHELLY's head disappears into NICKY's lap.

INT. LEANING TOWER RESTAURANT - NIGHT

FRANK and DOMINICK are at the bar watching as NICKY chastises 
AL, a gambler. The restaurant is empty except for a waiter 
milling around in the background, setting a few tables.

                      AL
          When I left here with the money...

                      NICKY
          Mm.

                      AL
          ...I got muscled on the street.

                      NICKY
          Mm.

                      AL
          A couple of guys, I owe them. So, 
          that's what I did. I gave 'em the 
          money.  That's what I did.

                      NICKY
          Yeah?

                      AL
          Yeah.

                      NICKY
          You call yourself a man? You know 
          you're a lyin', low-life, 
          motherfuckin' gambling degenerate 
          prick? You know that's what you are?  
          Two small kids at home. I gave you 
          money to pay the fuckin' rent and 
          buy groceries, put the heat on. You 
          know your wife called Frankie and 
          told him the fuckin' heat's off?

AL glances over to MARINO.

                      NICKY
          Huh? And you didn't gamble that 
          fuckin' money? You're gonna stand 
          here and tell me that?

He shakes his head 'no'.

                      NICKY
          No, no? You didn't?

                      AL
          I didn't give 'em the m-

                      NICKY
          Don't fuck with me, Al! Don't make a 
          fuck out of me! You want to embarrass 
          me and make a fool out of me?!  You 
          didn't gamble?! Tell me you gambled 
          the fuckin' money, I'll give you the 
          fuckin' money to put the fuckin' 
          heat on! Did you gamble?! Huh?!

The chastised gambler nods 'yes', bowing his head in shame.

                      NICKY
          Fuckin' degenerate, you.

NICKY takes some money from his coat pocket and starts 
counting out some bills.

                      NICKY
          Fuckin' kids at home!  Here.
               (Giving him the money.)
          Get the fuck out of here.

                      AL
          Thanks, Nick.

                      NICKY
          Yeah, thanks.

AL walks out.

                      NICKY
          Let me find out you fucked up, I'll 
          leave you wherever I find you.

INT. NICKY'S HOUSE, KITCHEN - DAY

NICKY, worn out from the night before, is making pancakes 
for LITTLE NICKY.

                      NICKY
               (To LITTLE NICKY)
          How many of these you gonna eat, 
          huh?

                      LITTLE NICKY
          Two.

                      NICKY
          Two?

                      ACE (V.O.)
          But around six-thirty in the morning 
          when he finished his day -

NICKY hugs and kisses his son.

                      ACE (V.O.)
          - no matter where he was or what he 
          was doing, he always went home to 
          make breakfast for his son, Nicky-
          Boy.

                      NICKY
               (Pouring some syrup 
               on his son's pancakes)
          Here, let's put a little of this on 
          for you. I know you like this. A 
          little butter, right, not a lot?

                      LITTLE NICKY
          Mm-hm.

                      NICKY
          You know why, right?

                      LITTLE NICKY
          Yeah.

                      NICKY
          Why?

                      LITTLE NICKY
          'Cause it clogs up your heart.

                      NICKY
          What a smart kid you are!
               (Kisses him.)
          Okay, eat.

INT. ALL-AMERICAN GAS STATION, BACK HOME - DAY

MARINO walks through an office past a few hoods.

                      NICKY (V.O.)
          Every couple of weeks I used to send 
          Marino back to the bosses with a 
          piece of what I made.

TITLE IN: 'BACK HOME'

MARINO walks out of the office and through the garage.

                      NICKY (V.O.)
          Not a big piece, but fuck them, what 
          did they know? They were fifteen 
          hundred miles away...

EXT. ALL-AMERICAN GAS STATION, BACK HOME - DAY

Wide shot of gas station. There is snow on the ground. The 
cloudy, Midwestern skyline of warehouses and skyscrapers can 
be seen behind the gas station sign: 'All-American Gas'.

                      NICKY (V.O.)
          ...and I don't know anybody who can 
          see that far. Their drop was a truck 
          stop/garage where...

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE - DAY

REMO GAGGI is seated in a chair as MARINO walks in. CURLY, 
one of Gaggi's men, and two of the bosses are there.

                      NICKY (V.O.)
          ...Remo and the guys used to hang 
          out and count their millions.

                      MARINO
          Remo.

He bends down and kisses him.

                      GAGGI
          Hey, Frankie.

                      MARINO
          How are you?

                      GAGGI
          Fine, fine.

                      NICKY (V.O.)
          I mean, the cops knew, but they didn't 
          give a fuck. I mean, you know, they 
          all worked it out together.

                      MARINO
          Nicky sends his warmest regards.

MARINO unzips a small sack and hands GAGGI a thick stack of 
cash. GAGGI inspects it before handing it over to one of his 
men.

                      GAGGI
          Uh-huh. Good.

                      NICKY (V.O.)
          But I knew how to keep the bosses 
          happy. Whenever they gave me little 
          jobs to do, you know, to send a 
          message, I would carry things out...

                      GAGGI
          And how are things going down there?

                      MARINO
          Fine. Everything's goin' good.

                      NICKY (V.O.)
          ...to a tee. Like the time Tony 
          Dogs...

INT. OUTSKIRTS OF VEGAS BAR - NIGHT

Flash cut of TONY DOGS and two men shooting up a bar with 
automatics hitting the owner, bartenders and a waitress.

                      NICKY (V.O.)
          ...who was supposed to be the new 
          maniac tough guy in town, shot up 
          one of Remo's bars. Here's a fuckin' 
          guy, kills two of Remo's guys and a 
          poor fuckin' waitress, who was just 
          workin' on her night off, of all 
          things.

SLOW MOTION ON TONY DOGS.

                      NICKY (V.O.)
          I mean, this guy's just beggin' to 
          be made an example of.

The men and the waitress lie dead on the floor. The bar is 
left in shambles.

                      GAGGI (V.O.)
               (From his office)
          Frankie...

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE - NIGHT

An enraged GAGGI gives MARINO orders.

                      GAGGI
          ...I want all the names of all the 
          other people he had with him. And I 
          don't care what you have to do to 
          him to get 'em. You understand?

                      MARINO
          I'll take care of it, Remo.

                      GAGGI
          E mo va! [Italian-American slang for 
          'Now, go!']

INT. SLOT-MACHINE SHOP, LAS VEGAS - NIGHT

MARINO and BLUE are dragging TONY DOGS, who is beaten to a 
pulp, across the floor towards a workshop table. NICKY follows 
them.

                      NICKY (V.O.)
          To be truthful with you, I had to 
          admire this fuckin' guy.  He was one 
          of the toughest Irishmen I ever met.

                      NICKY
          This fuckin' guy, he got some stamina, 
          don't he?

                      NICKY (V.O.)
          This son-of-a-bitch was tough.

                      NICKY
          Personally, I don't give a fuck who 
          was with him anyway. As long as he 
          gives me a name I could give to them.

                      NICKY (V.O.)
          For two days and two fuckin' nights, 
          we beat the shit out of this guy. I 
          mean, we even stuck ice-picks in his 
          balls.

                      NICKY
          You better hope he gives me a fuckin' 
          name soon, or I'm gonna give him 
          yours, Frank.

MARINO and BLUE lay DOGS on the table and put his head in a 
vise. They're exhausted from beating him.

                      MARINO
               (To NICKY)
          Yeah, thanks a lot.

                      NICKY (V.O.)
          But he never talked.

                      NICKY
               (To MARINO)
          I know you would have ratted by now.

                      NICKY (V.O.)
          In the end, I had to put his fuckin' 
          head in a vise.

                      NICKY
          Dogs. Dogs, can your hear me, Dogs?

DOGS gasps and mumbles.

                      NICKY
          Listen to me, Anthony. I got your 
          head in a fuckin' vise. I'm gonna 
          squash your fuckin' head like a 
          grapefruit if you don't give me a 
          name. Don't make me have to do this, 
          please. Come on. Don't make me be a 
          bad guy. Come on.

                      TONY DOGS
               (With what strength 
               he as left)
          Fuck you!

                      NICKY
               (To MARINO and BLUE)
          This motherfucker, do you believe 
          this? Two fuckin' days and nights!
               (To DOGS.)
          Fuck me?

NICKY begins to tighten the vise.

                      NICKY
          Fuck me, you motherfucker?
               (Turning the vise.)
          Fuck my mother? That's what you 
          fuckin' tell me?

NICKY angrily keeps spinning the vise handle until suddenly 
one of DOGS's eyes bulges out of the socket.

                      NICKY
          Huh? You motherfucker, you, huh?

MARINO and BLUE are horrified by the sight. Everybody freezes.

                      NICKY
          Oh, God! Give me the fuckin' name!

                      TONY DOGS
          Ch-Charlie M!

                      NICKY
          Charlie M?

                      TONY DOGS
               (Blood streaming out 
               of his mouth)
          Charlie M.

                      NICKY
               (Screaming)
          Charlie M? You make me pop your 
          fuckin' eye out of your head to 
          protect that piece of shit? Charlie 
          M? You dumb motherfucker!

                      TONY DOGS
               (Pleading)
          Kill me, you fuck, kill me.

                      NICKY
          Kill you,
               (unwinds the crank)
          You motherfucker you!
               (To MARINO.)
          Frankie, do him a fuckin' favor.

                      ACE (V.O.)
          The word got around that finally...

MARINO places a knife against DOGS's neck.

                      ACE (V.O.)
          ...there was a real gangster in town. 
          Nicky was the new boss of Las Vegas.

We hear DOGS gasp as the knife slices his throat.

                      NICKY
          Charlie M!

INT. TANGIERS CASINO - DAY

Extreme close-up of a slot-machine. Four reels with sevens 
across. Suddenly, the power goes out. Lights die down.. 
Machine 'waaaooows' down to a dead stop.

Security guards, on their hands and knees, are pulling the 
plugs on the three giant $15,000 progressive machines, as 
ACE talks to DON WARD.

                      ACE
          Four reels, sevens across, three 
          fifteen-thousand-dollar jackpots? Do 
          you have any idea what the odds are?

                      WARD
          Shoot, it's gotta be in the millions, 
          maybe more.

                      ACE
          Three fuckin' jackpots in twenty 
          minutes? Why didn't you pull the 
          machines? Why didn't you call me?

                      WARD
          Well, it happened so quick. Three 
          guys won. I didn't have a chance to 
          call you.

                      ACE
          You didn't see the scam? You didn't 
          see what was goin' on?

                      WARD
          Well, there's no way to determine 
          that, Sam.

                      ACE
          Yes, there is. An infallible way! 
          They won!

                      WARD
          Well, it's a casino. People gotta 
          win sometimes.

                      ACE
          Hey... Ward, you're pissin' me off. 
          Now, you're insulting my intelligence. 
          What do you think, I'm a fuckin' 
          idiot? You know goddamn well somebody 
          had to get into those machines and 
          set those fuckin' reels.

SHERBERT enters, stands next to ACE.

                      ACE
          The probability on one-four-reel 
          machine is a million and a half to 
          one. On three machines in a row, 
          it's in the billions.  It cannot 
          happen... would not happen, you 
          fuckin' momo! What's the matter with 
          you!  Didn't you see you were bein' 
          set up on the second win?

                      WARD
          I really think you're -

                      ACE
               (Interrupts)
          You - Wait! You didn't see that you 
          were being set up on the second win?

                      WARD
          I really think you're overreacting 
          in this whole -

                      ACE
               (Interrupts)
          Listen, you fuckin' yokel, I've had 
          it with you. I've been carryin' your 
          ass in this place ever since I got 
          here. Get your ass and get your things 
          and get out of here.

                      WARD
          You're firin' me?

                      ACE
          I'm firin' you? No, I'm not firin'
               (mocking WARD)
          I'm firin' you, you -

Gives SHERBERT a look.

                      WARD
          You might regret this, Mr Rothstein.

                      ACE
          I'll regret it even more if I keep 
          you on.

                      WARD
          This is not the way to treat people.

                      ACE
          Listen, if you didn't know you're 
          bein' scammed, you're too fuckin' 
          dumb to keep this job. If you did 
          know, you were in on it. Either way, 
          you're out!  Get out! Go on.
               (To SHERBERT.)
          Let's go.

ACE and SHERBERT walk off, WARD turns to leave.

INT. TANGIERS CASINO, AKU-AKU LOUNGE - DAY, AN HOUR LATER

ACE and GREEN are seated having coffee and muffins in the 
Hawaiian lounge by the casino floor.

                      ACE
          I mean, the guy is history as far as 
          I'm concerned. History.

                      GREEN
          But you can't just fire him. Webb's 
          his brother-in-law. He's County 
          Commissioner.

                      ACE
          So what? Everybody out here with 
          cowboy boots is a fuckin' county 
          commissioner or related to a county 
          commissioner. I'm fuckin' sick of 
          it.

                      GREEN
          This is his state. His uncle's Chief 
          Judge. His brother-in-law runs the 
          County Commission. I don't know how 
          many other relatives he's got in 
          town.  There's gotta be a way to 
          work him back in.

                      ACE
          Phil, I can understand. You're in 
          the finances, you're upstairs, but 
          you are not on the floor. I got 
          thousands of players. I got five 
          hundred dealers.  They're all lookin' 
          to rob me blind, twenty-four hours a 
          day. I have to let them know I'm 
          watching all the details, all the 
          time; that there is not one single 
          thing I will not catch as I am over 
          here.

Breaks open his blueberry muffin, puts it down and points to 
Green's.

                      ACE
          Look at yours.

                      GREEN
          What?

                      ACE
          Look at that. Look at this. There's 
          nothin'... look how many blueberries 
          your muffin has and how many mine 
          has. Yours is falling apart. I have 
          nothing.

                      GREEN
          What are you talking about?

                      ACE
          It's like everything else in this 
          place. You don't do it yourself, it 
          never gets done.

GREEN follows ACE to the kitchen.

                      GREEN
          Where you goin'?

INT. TANGIERS KITCHEN - DAY

ACE, GREEN and the BAKER are gathered around the BAKER's 
counter surrounded by muffin tins and batter.

                      ACE
               (Handing the BAKER 
               the two muffins)
          From now on I want you to put an 
          equal amount of blueberries in each 
          muffin. An equal amount of blueberries 
          in each muffin.

                      BAKER
          You know how long that's going to 
          take?

                      ACE
          I don't care how long it takes. Put 
          an equal amount in each muffin.

ACE leaves, GREEN looks on in amazement as the BAKER holds 
the muffins. GREEN follows ACE out.

INT. ACE'S HOUSE, KITCHEN - DAY

ACE, seated at the kitchen table, is feeding AMY in a high 
chair. The nanny is in the background.

                      ACE
          Come on, honey, just a little. That 
          a girl, that a girl. Oh, boy, look.

GINGER enters and goes to the sink.

                      ACE
               (To AMY, who is sobbing 
               and mumbling)
          Okay, want to go with Mommy?

                      ACE
          What do you need?

                      GINGER
               (Giving AMY to the 
               NANNY)
          You get her?  Okay.
               (To ACE.)
          Well, I need a lot. I need more than 
          usual.

                      ACE
          Well, why don't you take it out of 
          your account? There's a lot there.

                      GINGER
          Well, I would, you know, Sam. It's 
          just that... well, I need more than 
          that. I need twenty-five thousand.

She sits down at the table next to him.

                      ACE
          Twenty-five thousand? For yourself?

                      GINGER
               (Picking up an empty 
               carton of milk)
          Yeah.

                      ACE
          Why do you need that much?

                      GINGER
          Well, what's the difference? I just 
          need it.

                      ACE
          Well, I mean... you know, I gotta 
          ask you. That's a lot of money.  
          You're not asking for a box of 
          popcorn, you know. I mean...

                      GINGER
          I'm aware of that. We don't have to 
          turn this into a big deal.
               (Getting up to the 
               refrigerator.)
          Okay? We don't have to have a fight. 
          It was important to me. But forget 
          it. Just something I wanted to do 
          for myself.

                      ACE
          Who's fighting? I mean, I'm, you 
          know, tell me what it's for.

GINGER, annoyed, closes the refrigerator door.

                      ACE
          Why can't you tell me what it's for?

She stirs her coffee.

                      ACE
          Huh?
               (Pause)
          Well, you know what? Now, I want you 
          to tell me. I mean, my wife comes to 
          me and asks me for twenty-five 
          thousand. I mean, what do you want? 
          Do you want a coat?

                      GINGER
          No.

                      ACE
          Well, if you want a coat, you got 
          it. You know that. It's not the money, 
          it's just why do you want it?  That's 
          all I'm askin'. Am I not entitled to 
          that?

                      GINGER
          Look - Sam, I've been independent my 
          whole life. I never had to ask anybody 
          for anything. Now you're making me 
          beg you for this.

                      ACE
          What are you talkin' a- ?

                      GINGER
               (Interrupting)
          Okay? And you're embarrassing me. 
          Why do want to make me feel so bad?

                      ACE
          You're askin' me for twenty-five 
          thousand. I'm not out to make you 
          feel bad. I want to just be able to 
          trust you. You now, it's about trust. 
          I have to be able to trust you with 
          my life. Do you understand? Can I 
          trust you?
               (She doesn't answer.)
          Can I trust you?... Can I trust 
          you?... Answer me. Can I trust you?

                      GINGER
               (Quietly)
          You can trust me.

                      ACE
          Good, so then you could tell me what 
          the money is for.

GINGER gives him a look and leaves.

INT. VEGAS BANK VAULT - DAY

GINGER takes about two inches of $100 bills out of a safe 
deposit box and slips it in an envelope.

EXT. VEGAS/BANK/PUBLIC PHONE - DAY

NICKY is on a phone watching GINGER leave the bank.

                      NICKY
               (Into telephone)
          Yeah, she's leavin' the bank now. 
          All right, I'm gonna follow her.
               (He hangs up.)

INT. SALVADORAN DINER BOOTH - DAY

GINGER is in a booth with LESTER DIAMOND, handing him the 
envelope filled with money.

                      LESTER
          What does that mean? No, I know that 
          look. What does that mean?

                      GINGER
          It means I got the money.

                      LESTER
          You got money. That's a - That's a 
          good look.

SWISH PAN TO ACE ENTERING, FOLLOWED BY A HOOD. HE SITS DOWN 
AT THE BOOTH WITH LESTER AND GINGER.

                      ACE
          How you doin', Les? It's Lester, 
          right? Sam.

Extends his hand to LESTER, who shakes it.

                      ACE
          From my recollection, aren't you the 
          card shark... the golf hustler...  
          the pimp from Beverly Hills?

LESTER gives GINGER a 'how did you fuck this up?' Look.

                      ACE
          If I'm wrong, please correct me, 
          'cause I never knew you to be a heist 
          man.
               (LESTER sighs.)
          But if you are, you know what... 
          here, take mine too.

ACE takes some money out of his coat and puts the thick wad 
of bills on the table.

                      ACE
          Go ahead, take it. 'Cause you already 
          have hers.

LESTER turns and sees two HOODS standing by the front and 
back doors of the diner.

                      ACE
          She's my wife.
               (To LESTER.)
          Look at me. You did know that, didn't 
          you? You knew that she's my wife? 
          Huh? Hey, look at me.

                      LESTER
          Yeah, yeah. I know that.

                      ACE
          You do? Yeah? Well, if you ever come 
          back again... ever... to take her 
          money... next time bring a pistol.  
          That way you got a chance. Be a man, 
          don't be a fuckin' pimp. Now, you 
          want to do me a favor? Get out of 
          here. I want to be alone with my 
          wife. Get the fuck up and get out of 
          here.

After stammering for a moment, LESTER gets up and begins to 
move towards the back door.  

                      LESTER
               (Quietly)
          Okay.

                      ACE
          You fuckin' piece of shit.

                      LESTER
          Hey, that's just fuckin' - That's 
          bullshit. You know, you know, what 
          the fuck?

The thugs follow him out of the back door. GINGER freezes.

                      ACE
          You remember when you called him 
          that night? When you said goodbye to 
          him?  He didn't say, 'Don't get 
          married, I'll be right down, we'll 
          get married.'  He didn't say that to 
          you, did he?

                      GINGER
               (Whispering)
          No, he didn't.

                      ACE
               (Picks up the money)
          Didn't. No, instead, what did he 
          say? 'Fuck him. Take him for 
          everything he's got.'

ACE takes GINGER by the arm to the rear of the diner where 
they can see the parking area through a glass door.

                      ACE
          Come here, I want to show you 
          somethin'.

EXT. REAR OF SALVADORAN DINER, PARKING LOT - DAY

Three HOODS rush LESTER who is running towards his car. GINGER 
bursts through the doors, trying to get to LESTER. ACE holds 
her back. They struggle. LESTER groans and gasps as the HOODS 
start to beat him up.

                      HOOD #1
          You fuckin' shit.

                      GINGER
          No! No! No! Don't!

ACE restrains her.

The HOODS punch LESTER in the face and stomach.

                      GINGER
          Make them stop it!
               (Sobbing.)
          No! No! No! It's not his fault! It's 
          my fault!

NICKY watches from a car in a parking lot across the street, 
out of GINGER's sight.

ACE forces GINGER into the car as the HOODS finish the 
beating.

                      GINGER
               (Sobbing)
          No! No!

The HOODS toss LESTER into his car.

                      LESTER
               (Falling into the 
               front seat on his 
               back.)
          Fuck!

NICKY watches as the HOODS walk away from LESTER's car.

                      LESTER
          Fuck you!

                      HOOD #2
          You piece of shit.

ACE pulls out of the parking lot with a wailing GINGER.

LESTER groans, trying to sit up.

                      LESTER
               (As ACE and GINGER 
               drive off down the 
               street)
          Couldn't do it yourself, you 
          chickenshit cocksucker!

INT. GOLD RUSH BACK ROOM - DAY

GINGER and NICKY are in the back room. NICKY is sitting on a 
couch while GINGER stands by a mirror with a curling iron.

                      GINGER
               (Throwing the iron on 
               the counter)
          He's such a prick. He had some guy 
          from the hotel beat him up. He didn't 
          want to do it himself. Oh, no, he 
          didn't want to get his own hands 
          dirty.

She takes a pill with a drink.

                      GINGER
          So, why'd he have to do that, huh?

She walks towards NICKY, who is sitting on a couch across 
the room.

                      GINGER
          Tell me.

                      NICKY
          I know it wasn't a nice thing to do 
          but -

                      GINGER
               (Interrupts)
          Yeah, no shit.

She sits down next to NICKY.

                      NICKY
          Well, you gotta understand it. He 
          doesn't know if this guy is shaking 
          you down or taking advantage of you.

                      GINGER
          No! No! I told him all about the guy 
          before we ever got married. This is 
          no fuckin' surprise.

                      NICKY
          Oh, you did? I didn't know that.

                      GINGER
          Yeah. He's just a friend of mine I 
          was trying to help, so... so what?

                      NICKY
          You know... the first time I ever 
          saw your guys together... I never 
          saw him so happy. I mean, I know 
          he's a crazy Jew fuck and everything, 
          but...

She smiles.

                      NICKY
          I never see - You know, I never seen 
          him act like that with anybody else.  
          I think he's crazy about you. I mean, 
          he really loves you. He does.

                      GINGER
          Oh, come on. I went into this with 
          my eyes open, you know. I knew the 
          bottom could drop out at any time. 
          I'm a working girl, right?  You don't 
          think I'm gonna go into a situation 
          like this if I don't think I'm gonna 
          get covered on the back end.

                      NICKY
          Sure.

                      GINGER
          Am I right?

                      NICKY
          I can see that. Sure.

                      GINGER
          So, he put aside some jewelry for 
          me. A lot of jewelry.

                      NICKY
          You mean, like a lot of expensive 
          jewelry? About how much?

                      GINGER
          Mm, you want to steal it?
               (Cracking a smile.)

                      NICKY
          No. I - I'm just curious, you know. 
          I was wonderin' how much he would 
          put into a thing like that. That's 
          all.

                      GINGER
          I'm told it's worth about a million 
          dollars, maybe more. 
               (Sniffs.)

                      NICKY
          Well, there you go. But what does 
          that tell ya? A million dollars in 
          jewelry. Does that tell you the guy 
          is crazy about you, or what?

                      GINGER
          I should have never married him. 
          He's a Gemini. A triple Gemini...  
          duality.
               (Breaking down.)
          Gemini's the snake. You know you 
          can't trust the snake.
               (Sniffs.)
          I mean it.

                      NICKY
          I know what you mean.

He moves closer to her.

                      NICKY
          Listen, Ginger... you know, this is 
          probably not... I don't have the 
          answers anyway... and this is probably 
          not what you want to hear right now, 
          because you're a little upset with 
          Ace.

                      GINGER
          I do.

                      NICKY
          I understand that. But, you know, I 
          think you should try to make the 
          best of it now. Go slow, you know. 
          See what happens.

                      GINGER
          He could have killed him! Okay? He 
          could have killed him. 

She gets up and walks to the counter by the mirror.

                      GINGER
          He didn't have to hit him. It's not 
          exactly like I'm sleepin' with the 
          guy! And he makes me sneak around to 
          see my own friends! What the fuck is 
          that all about?

                      NICKY
          Well, I guess it's 'cause he loves 
          you so much. He's jealous and worried.

                      GINGER
               (Sighs, her voice 
               starts to crack)
          He gives a fuck what I do?

                      NICKY
               (Getting up)
          Look, I'll try to find out what the 
          hell's goin' on. When I see him I'll 
          talk to him.

                      GINGER
          Okay.

                      NICKY
          All right?

                      GINGER
          Yeah.
               (Walking over to him, 
               smiling.)
          Thanks.

Towering over NICKY, holding a drink in one hand and his 
shoulder in the other, she leans down and kisses him.

                      GINGER
          Thanks for puttin' up with me.

NICKY takes the drink out of her hand.

                      NICKY
          And take it easy with this shit, 
          will you? I mean, this can only make 
          matters worse.

                      GINGER
          Oh, come on.

                      NICKY
          You're a beautiful girl. You don't 
          want to ruin your looks. I've seen a 
          lot of girls get shot to hell from 
          this stuff.

                      GINGER
               (Fidgeting with his 
               jacket, then holding 
               his face in her hands, 
               smiling.)
          You're so nice.
               (She begins to cry.)

                      NICKY
          Come on, now, I don't want to see 
          you unhappy.

She kisses him.

                      GINGER
               (Tenderly strokes his 
               head)
          Thanks.

                      NICKY
          Yeah.

She embraces NICKY, wrapping her arms around him.

                      GINGER
               (Through tears)
          Thank you.

                      NICKY
               (Feeling a little 
               awkward with the hug)
          It's all right.

She kisses him again. NICKY doesn't move, holding back.

INT. ACE'S OFFICE - DAY

Pull back from a sign, with a tiny 'yes' on top of a gigantic 
'no', leaning on a window overlooking the sportsbook. We see 
ACE, behind his desk, taking a swig of Mylanta. His SECRETARY 
telephones.

INT. ACE'S OUTER OFFICE, SECRETARY'S DESK - DAY

We see past PAT WEBB's cowboy hat down onto Ace's SECRETARY 
on the phone.

                      SECRETARY
               (Into telephone)
          Mr Rothstein? County Commissioner 
          Pat Webb is here to see you.

                      ACE
               (Over telephone)
          Okay...

INT. ACE'S OFFICE - DAY

                      ACE
               (Into telephone)
          ...give me a minute.

                      SECRETARY
               (Over telephone)
          Okay.

ACE hangs up the phone.

INT. ACE'S OUTER OFFICE, SECRETARY'S DESK - DAY

                      SECRETARY
               (To WEBB)
          It'll just be a minute.

INT. ACE'S OFFICE - DAY

ACE gets up from his desk and we see he is in his boxer 
shorts. He opens the closet and carefully puts on the trousers 
hanging inside.

INT. ACE'S OUTER OFFICE - DAY

A very patient WEBB is leaning against some double doors 
across from Ace's SECRETARY.

                      SECRETARY
          Mr Webb...  Can I get you anything?

                      WEBB
          Oh, no.
               (Cordially tipping 
               his hat.)
          No, thank you, little lady.

INT. ACE'S OFFICE - DAY

                      ACE
               (Into telephone)
          Okay, send him in and call me four 
          minutes after.

WEBB walks in. He is big, tough and western, wearing a 
Stetson, tooled boots, jeans, an elbow-patched jacket and a 
turquoise bear claw string-tie. His headband contains a 
rattlesnake head. Ace's SECRETARY shuts the door on her way 
out.

                      WEBB
          Mr Rothstein...
               (With hand outstretched 
               to ACE.)
          I'm Pat Webb.

                      ACE
          How do you do?

They shake hands.

                      WEBB
          Hey, it is my pleasure.

                      ACE
          Yeah, I heard a lot about you.

                      WEBB
          Oh, thank you, sir.

Looking out Ace's office picture window overlooking the 
sportsbook.

                      WEBB
          Hey, house is doin' well.
               (Chuckling.)
          Hey, all that money is rollin' in. I 
          appreciate you takin' the time to 
          see a poor ol' civil servant.

                      ACE
          No, that's quite all right.

TILT UP FROM WEBB'S SNAKESKIN COWBOY BOOTS AND ACE'S BLUE 
SHOES AS THEY CONTINUE TALKING.

                      ACE
          Why don't you have a seat?

                      WEBB
          Hm? Oh. Thank you, sir.

WEBB sits down in a chair in front of ACE's desk.

                      WEBB
          Uh, I come here personally to kind 
          of smooth over a fracas about a 
          certain matter. See, uh, maybe you 
          didn't know it, but, uh, Don Ward is 
          a very well-liked man in this town.  
          He's got lots of friends here. Now, 
          his family and their money go back 
          many, many years. Now, friends vote... 
          family and money votes. That's 
          important to me... and you. And if 
          you'll think about our little problem 
          along them lines...  and you forgive 
          me for sayin' it, maybe he did not 
          deserve to be fired.

                      ACE
          I'm sorry, but he knew about our 
          gettin' hit on three big machines in 
          a row and he did nothing about it.  
          That means either he was in on it 
          or, forgive me for saying this, he 
          was too dumb to see what was going 
          on. Either way, I cannot have a man 
          like that workin' here.

                      WEBB
          Before we point the dirty end of the 
          stick at 'ol Don, uh, we better be 
          sure we can prove them charges.

                      ACE
          Believe me, if I could prove it, he 
          would be under arrest.

                      WEBB
          Are, uh -
               (Clears throat.)
          - are we certain that you want the 
          Gamin' Control Board eyeballin' your 
          record and your gangster pals like 
          Nicky Santoro?

                      ACE
          I think you're way out of line talkin' 
          to me like that. What you're sayin' 
          is libelous, and you're in no position 
          to challenge my expertise. I went 
          way out of my way to be very helpful 
          and courteous to that kid. He's weak, 
          he's incompetent. He jeopardizes the 
          whole place. There's not much more I 
          can do for him.

                      WEBB
               (Chuckling)
          You have got me there. Old Don is as 
          useless as tits on a boar.
               (Chuckles.)
          But, he is my brother-in-law, and I 
          would look on it as a personal favor 
          if you'd think some more on hirin' 
          him back.

                      ACE
          I can't do that. And I appreciate 
          the fact that he's your brother-in-
          law, and I do want to help you and I 
          like to do favors, and I know who 
          you are, but I cannot do that.

                      WEBB
          Well, could there be any position... 
          further down the trough?

                      ACE
               (Pause)
          I'm sorry, I can't do anything. He's 
          too incompetent. And the bottom line 
          is, he cannot be trusted.

The telephone rings. ACE picks it up.

                      ACE
               (Into telephone)
          Okay, thanks.
               (To WEBB.)
          Um... you know, that's it. I'm sorry.

                      WEBB
          Mr Rothstein. Your people never will 
          understand the way it works out here. 
          You're all just our guests. But you 
          act like you're at home. Let me tell 
          you somethin', partner... you ain't 
          home. But that's where we're gonna 
          send you if it harelips the Governor.
               (Pause.)
          Thank you for your time.

                      ACE
          No problem.
               (Getting up and shaking 
               hands.)
          Sorry.

                      WEBB
               (Smiles slightly)
          You bet.

INT. ACE'S HOUSE, BATHROOM/BEDROOM - DAY

ACE, in pain from his ulcer, opens a bottle of pills in his 
bathroom and sees that it is almost empty.

                      ACE
          What happened to my pills?

He leaves the bathroom and walks into the bedroom where GINGER 
is stretched out on their imperial bed.

                      GINGER
          Huh?

                      ACE
               (Waving the pill bottle)
          Isn't it bad enough you're drinkin' 
          too much, you're takin' all my pills 
          too?

                      GINGER
          I didn't take your pills.

                      ACE
          Look - for my ulcer, I take a half a 
          one of these, a half a one of these.  
          And that's when I have extreme pain. 
          I had a three-month supply. What'd 
          you do with 'em?

                      GINGER
               (Sobbing)
          You didn't have to beat him up!

                      ACE
               (Walking back to the 
               bathroom)
          What?

ACE puts the bottle into the medicine cabinet.

                      GINGER
               (Sobbing)
          I was just tryin' to help him. It's 
          not like I'm sleeping with the guy!

                      ACE
          Yeah, how do I know?

                      GINGER
               (Sobbing)
          You can't make me stop caring...

                      ACE
          What? What?!

                      GINGER
          I said, you can't make me stop caring 
          about people.

She starts to cry.

                      ACE
               (Trying to calm her)
          Listen.
               (Stepping up to the 
               bed.)
          Ginger. I'm tryin' to make the best 
          of everything here, you know?  I 
          mean, you're my wife, for chrissakes. 
          Uh, I mean... people look up to you 
          in this town. I don't know what to 
          think -

                      GINGER
               (Interrupts)
          You know what, Ace? I don't give a 
          shit! I'm gettin' out of here.
               (Crying.)
          I am.

She sits up woozy, and tries to pull on her trousers.

                      ACE
               (Walking around the 
               bed to her)
          It's okay.  Look...
               (holding her face, 
               gently)
          ...you gotta get a hold of yourself.

                      GINGER
          Okay.

                      ACE
          If not for me, at least for Amy.

                      GINGER
               (Sobbing)
          Okay, okay.

                      ACE
               (Gently)
          You understand? Your drinking's 
          gettin' way out of hand. I'm gonna 
          get you into a program. They got 
          plenty of good ones.

                      GINGER
          I don't need one.

                      ACE
          Yes, you do. It's very discreet. 
          There's no names in the papers. You 
          don't have to worry about any of 
          that stuff.

                      GINGER
          That's all you care about.
               (Collapsing on the 
               edge of the bed.)
          You don't care about me at all.

                      ACE
               (Bending down to her)
          Yes, I - yes, I do.

                      GINGER
          No, you don't.

                      ACE
          How could you say that?  You're a 
          beautiful woman. You're destroying 
          yourself. You don't need that stuff. 
          You don't need that fuckin' leech 
          livin' off you. I know you better 
          than you know yourself. You're a 
          tiger, you're stronger than I am.  
          And when you set your mind on doing 
          something, you do it better than 
          anybody.
               (Strokes her hair. 
               Then, quietly:)
          You can do it.
               (Kissing her.)
          You can do it.

                      GINGER
               (Sobbing)
          Oh, God. Oh, God. Okay.  Okay... 
          I'll try. I'll try.

She sits up and puts her arms around ACE's waist. He strokes 
her head.

                      GINGER
          I'll try. I will. Don't be mad at 
          me, okay... I will.

INT. TANGIERS HARD COUNT ROOM - DAY

Move in on a door that reads: 'Notice - No Admittance - 
Caution - Hearing Protection Must Be Worn In This Area'. 
NANCE opens it with a key to reveal the hard count room. 
Coins tumble of a conveyor belt.

                      NICKY (V.O.)
          No matter what the problems were 
          outside the count room, it was all 
          worth it. The cash kept rollin' in. 
          And the...

EXT. CASINO REAR LOADING PLATFORM - DAY

NANCE, dumping two large suitcases in the trunk of a car.

                      NICKY (V.O.)
          ...suitcases kept comin' and goin'. 
          And let me tell ya, the fuckin' bottom 
          line here is... cash.

The trunk lid is shut.

INT. TANGIERS SOFT COUNT ROOM - DAY

The counters sort through a pile of cash on a table. The 
camera moves on one counter as he pockets some cash.

                      NICKY (V.O.)
          The only problem was that, after a 
          while, the bosses noticed that the 
          suitcases were gettin' a little light.

FREEZE FRAME ON THE COUNTER POCKETING A $100 BILL.

INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - DAY

NANCE is seated at a table eating with FORLANO, CAPELLI, 
CAPP, BORELLI, PISCANO and GAGGI.

                      BORELLI
          Aspett'. [Italian-American slang for 
          'Wait'] Wait a minute. You mean to 
          tell me that the money we're robbing 
          is bein' robbed? That somebody's 
          robbing from us?  We go through all 
          this fuckin' trouble, and somebody's 
          robbin' us?

                      GAGGI
               (To NANCE)
          Eh?

                      NANCE
          Like I said, you know, i-it's part 
          of the business. I-it's considered 
          leakage.

                      BORELLI
          Leakage, my balls. I want the guy 
          who's robbin' us.

INT. TANGIERS HARD COUNT ROOM - DAY

NANCE enters through a door and walks past a man picking up 
a bucket of coins and dumping them into a trough. A clerk, 
seated at a coin weighing scale, places a ticket into a small 
tray. NANCE reads the printout of the machine.

                      NICKY (V.O.)
          Even John Nance, that's the guy who 
          ran the skim, he knew there wasn't 
          much you could do about it. You gotta 
          know that a guy who helps you steal, 
          even if you take care of him real 
          well, I mean, he's gonna steal a 
          little bit extra for himself. Makes 
          sense, don't it? Right? Well, you go 
          try and make these hard-headed old 
          greaseballs understand that.

INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - DAY

                      BORELLI
          What's the point of skimming if we're 
          being skimmed? Defeats the whole 
          purpose of what we're doin' out there.

                      GAGGI
               (To NANCE)
          Huh?

                      NANCE
          You know, they take this money because 
          they're my guys. So you gotta give 
          'em some leeway.

                      NICKY (V.O.)
          But the bosses never believed in 
          leeway, so listen to what they do: 
          they...

INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - DAY

BORELLI is talking to PISCANO, his underboss.

                      NICKY (V.O.)
          ...put Artie Piscano, the underboss 
          of KC, in charge of making sure nobody 
          skimmed the skim.

                      BORELLI
          What the hell have you been doin' 
          out there?

                      PISCANO
          I was out there with my cumma [Italian-
          American slang for 'girlfriend'.]

                      BORELLI
          Your cumma? What are you doin' with 
          your cumma?

                      PISCANO
          What else? I gave her a schaff 
          [Italian-American slang for 'tap'.]

                      NICKY (V.O.)
          The only trouble was, Piscano was a 
          disaster. This guy could fuck up a 
          cup of coffee.

                      BORELLI
          Artie, what the hell have you been 
          doin' out there, Artie?

                      PISCANO
          I'm out there more than I'm here.

                      NICKY (V.O.)
          And little did anybody know where 
          this would all lead. If they did, 
          they would have been better off makin' 
          fuckin' novenas.

                      BORELLI
          You gotta go back there and talk to 
          that guy.

                      PISCANO
          Come on, go back there? I never got 
          paid my expenses for the last trip.

                      BORELLI
          What expenses?

                      PISCANO
          Well, I'm goin' all over, layin' 
          money out of my own pocket, and I 
          never get anything back. What the 
          hell's goin' on?

                      BORELLI
          You gotta go back out there.

                      PISCANO
          Well, then, from now on, I'm gonna 
          start keepin' records.

                      BORELLI
          Artie, no records, Artie. What are 
          you gonna do with records? Pay taxes?

                      PISCANO
          Well, I keep layin' out my own fuckin' 
          dough for these trips and nothin' 
          ever comes back. I mean, what hell's 
          goin' on? What are we doin' over 
          here?

                      BORELLI
          You're goin' out to Las Vegas, you're 
          havin' a good time at my expense. 
          What the fuck? I mean, after all, 
          you're the one having a good time, 
          not me.

                      ACE (V.O.)
          No matter how many novenas you could 
          make, nothin'...

INT. TANGIERS, GREEN'S OFFICE - DAY

GREEN is arguing with ANNA SCOTT, a fifty-year-old no-nonsense 
businesswoman.

                      ACE (V.O.)
          ...was gonna stop what came up next 
          at the casino.

                      GREEN
          I can't believe you're doing this.

                      SCOTT
          We made a deal. You came to me, 
          remember?

                      GREEN
          Yes, I appreciated your advice...

                      ACE (V.O.)
          It turned out Phil Green, Mr 
          Integrity, had a partner nobody knew 
          about... and when she showed up and 
          started demanding some money from 
          the Tangiers...

                      GREEN
          Why are you doing this to me?

                      SCOTT
          Because you're wrong.

                      GREEN
          I'm not wrong.

                      SCOTT
          Yes, you are.

                      GREEN
          No, I am not wrong.

                      ACE (V.O.)
          ...Green tried to stonewall her.

                      SCOTT
          And you're not going to get away 
          with this! I will see to it that you 
          do not get away with this!

She walks out.

                      ACE (V.O.)
          So...

INT. COURT-ROOM - DAY

A JUDGE is seated at his bench. SCOTT and GREEN, surrounded 
by their lawyers, take their seats. NANCE watches from the 
back row.

                      ACE (V.O.)
          ...she sued him in court.

                      JUDGE
          The court will now hear the matter 
          of the plaintiff, Anna Scott, against 
          Tangiers Corporation and its 
          president, Philip Green.

                      LAWYER #1
          Good morning, your Honor. John Momet 
          on behalf of Mr Green.

                      LAWYER #2
          Mitchell Logan on behalf of Anna 
          Scott, your Honor.

                      JUDGE
          Mr Logan, you may proceed.

                      LAWYER #2
          Thank you, Judge.

As the JUDGE pounds his gavel, we see ANNA SCOTT and a grim 
GREEN.

INT. COURT-HOUSE CORRIDOR - DAY

ANNA SCOTT holds an impromptu press conference.

                      SCOTT
          I believe he was absolutely fair and 
          I'm delighted with the decision.

NANCE is talking at a pay phone, SCOTT and the reporters are 
in the background.

                      NANCE
               (Into telephone)
          We got a problem.

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE, BACK 
HOME - DAY

CURLY hands GAGGI the phone. He listens.

                      NANCE
               (Over telephone)
          It didn't go too well.

INT. COURT-HOUSE CORRIDOR - DAY

                      NANCE
               (As GREEN and his 
               lawyers walk past 
               him, exiting the 
               court-house)
          Green has to open up the books... 
          has to show how he got the financing. 
          And, hey, that's - that's not good.

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE, BACK 
HOME - DAY

GAGGI, holding a cigarette, snaps his fingers in disgust, 
grunts, and slams down the phone. He men watch in silence.

                      GAGGI
          Shit.

CURLY takes the phone away.

                      NICKY (V.O.)
          She was doin' pretty good with her 
          lawsuit, but before she could start 
          countin' her money, the boys back 
          home decided to settle the case out 
          of court instead.

INT. ANNA SCOTT'S HOME, KITCHEN, LAS VEGAS - DAY

SCOTT, alone, is sitting at her kitchen table.

                      NICKY (V.O.)
          So, they send me.

NICKY swiftly enters the room, grabs SCOTT around the neck, 
and fires three shots into her head.

He leans SCOTT back against the chair, then gently, while 
stroking her hair, sets her head to the side. Blood flows 
from her mouth on to her pink robe.

NICKY grabs his gun and leaves.

Reporters are heard shouting 'Mr Green'.

EXT. LAS VEGAS PRIVATE AIRPORT - MORNING

GREEN gets off the Tangiers corporate jet and is assaulted 
by questions about the Scott murder. GREEN is stunned.

                      REPORTER #1
          Can you comment on the murder of 
          Anna Scott?

                      GREEN
          What are you talking about?

                      REPORTER #1 (O.S.)
          She was found last night, shot in 
          the head.

                      REPORTER #2 (O.S.)
          Was this just a real-estate 
          partnership?

                      REPORTER #3 (O.S.)
          Her lawyer said you were partners.

                      GREEN
          We were - We were involved in minor 
          real estate deals many years ago.  
          It was never a partnership.

Reporters chase CHASE as he walks down the ramp and across 
the tarmac to his white limousine.

                      REPORTER #1
          Police are calling this a mob-style 
          killing.

                      REPORTER #2
          Did you ever hear of the twenty-two-
          caliber killer?

                      GREEN
          I'm a little in shock, quite 
          frankly...

                      ACE (V.O.)
          Now, instead of the cops only lookin' 
          at Nicky, they started looking at 
          Green too. And he was supposed to be 
          our squeaky...

INT. ACE'S OFFICE - DAY

ACE is being interviewed by a female Business Week REPORTER. 
SHERBERT and RONNIE are sitting on a couch, listening to the 
interview. The REPORTER is seated across from ACE, at his 
desk.

                      ACE (V.O.)
          ...clean front man. So, I had to 
          start giving interviews to make sure 
          everybody knew the casino was on the 
          up and up.

                      REPORTER
          So, actually, how often do you really 
          fill in for him?

ACE looks at SHERBERT.

                      SHERBERT
               (to REPORTER, who 
               looks his way.)
          Green's here about two or three times 
          a month, and he's busy -
               (REPORTER glances 
               back at ACE.)
          - with other real-estate deals and - 
          and things, you know.

                      REPORTER
               (To ACE)
          So, in Green's absence, then, you're 
          the boss.

                      ACE
          I serve at the pleasure of the 
          chairman of the board and... my, uh, 
          responsibilities are to run the day-
          to-day operations.

                      REPORTER
          So, day-to-day, then, you're the 
          boss?

                      ACE
          Well, in a sense, you could say 
          that... I am the boss, when Mr Green 
          is away. You could say that.

INT. GAMING CONTROL BOARD OFFICE - DAY

A magazine headline reads 'Sam Rothstein: "I'm the Boss!" '.

                      WEBB (O.S.)
          Hm. Have you read this?

The magazine shows a photograph of ACE. A caption reads: 
'Rothstein asserts authority at Tangiers Casino'.

                      WEBB (O.S.)
          Hm? It's 'bout Mr Rothstein.

We see WEBB holding up a copy of Business Week in the gaming 
board office of investigators RONNIE DUPREY and MATT AUSTIN.

                      WEBB
          It says
               (Reading)
          'The Midwest bookmaker with mob ties 
          says that he is the real boss of the 
          new hundred-million-dollar Tangiers 
          Casino empire.'
               (To DUPREY and AUSTIN)
          You believe that?

                      DUPREY
          Did he really say that?

                      WEBB
          Why, of course, he really said that. 
          It's right here. Has that man even 
          filed for his license yet?

                      AUSTIN
          I don't know. We'll have to check 
          the files.

                      WEBB
          Well, without gettin' your shorts in 
          a knot, would you do that? And kinda 
          check closely, 'cause we may have to 
          kick a kike's ass out of town.  Thank 
          you.

He exits.

INT. ACE'S HOUSE - NIGHT

ACE is watching the television news which features his photo 
and a police photo of NICKY.

                      NEWSCASTER
               (On television)
          A Gaming Control Board investigation 
          of Tangiers executive Sam Rothstein's 
          application for a (photo of ACE) 
          gaming license is underway. Rothstein, 
          who heads the Tangiers Casino 
          operation and is a boyhood friend of 
          Las Vegas mob boss Nicky Santoro,
               (photo of NICKY)
          Could lose his ability to work in 
          the casino.

The phone rings. It's NICKY.

                      ACE
               (Into telephone)
          Hello.

                      NICKY
               (Over telephone)
          Listen...

EXT. STRIP MALL PUBLIC PHONE BOOTH - NIGHT

We see NICKY through the telephone booth glass.

                      NICKY
               (Into telephone)
          ...I gotta meet Clean Face right 
          away. What about the Chez Paree?

                      SUPER SUBTITLE
          'I gotta meet Charlie the Banker 
          right away at your house, okay?'

                      ACE
               (Into telephone)
          No, you, you can't. You gotta make a 
          reservation.

INT. ACE'S HOUSE - NIGHT

                      ACE
               (Into telephone)
          It's all booked up.

                      SUPER SUBTITLE
          'I don't want a meeting at my house.'

                      NICKY
               (Over telephone)
          No, no it's okay.

                      ACE
               (Into telephone)
          It's impossible. It's booked up, and 
          you gotta make a reservation.  It's...

EXT. STRIP MALL PUBLIC PHONE BOOTH - NIGHT

                      ACE
               (Into telephone)
          ...very difficult to get in.

                      NICKY
               (Into telephone)
          Well, it's okay. I'll use the service 
          entrance. I'll see you at nine.

                      SUPER SUBTITLE
          'I'll come in from the golf course 
          side. See you at six.'

                      ACE
               (Over telephone)
          Uh...

INT. ACE'S HOUSE - NIGHT

                      ACE
               (Over telephone)
          ...all right.

He hangs up and takes a drag off his cigarette.

                      NEWSCASTER
               (On television, from 
               following scene)
          The battle between...

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

ACE and the banker, CHARLIE CLARK, are upstairs in the den, 
which has a patio overlooking a swimming pool and golf course.  
CHARLIE is seated on a couch watching TV. GINGER enters and 
walks across the room, getting another drink from the bar. 
ACE, taking his ulcer medicine, watches her.

                      NEWSCASTER
               (On television)
          ...state gaming officials and Tangiers 
          Casino boss Sam 'Ace' Rothstein is 
          heating up. Tonight, an up-to-the-
          minute look at Ace Rothstein's attempt 
          to get state licensing despite law 
          enforcement allegations of Rothstein's 
          organized crime connections. Will 
          Sam Rothstein's friendship with 
          alleged organized crime figure Nicky 
          Santoro keep Rothstein from running 
          the Tangiers Casino?  And can the 
          integrity of state gaming laws be 
          jeopardized by a boyhood friendship?

ACE walks over to GINGER at the bar.

                      ACE
               (Quietly)
          Why don't you take it easy with that 
          stuff? Huh?  Come on. Let me help 
          you. Come on. We're talkin' about 
          some stuff.

                      NEWSCASTER
               (On television)
          State officials say 'yes' when that 
          relationship and those connections 
          are with anyone as notorious as Nicky 
          Santoro.

ACE takes GINGER's arm and leads her out of the room toward 
the stairs.

                      NEWSCASTER
          Tonight at six: 'Will a boyhood 
          friendship unseat Rothstein as the 
          Tangiers' Casino boss?' Exclusive on 
          the KVVO Special News Report.
               (Reading commercial.)
          ...Promise to keep my money fears 
          away?

                      ACE
               (To GINGER)
          Just go downstairs.  Just... go downst-

She struggles to break away from his firm grip, gives him a 
look and starts to walk down the stairs.

                      NEWSCASTER
               (On television, 
               continuing commercial)
          Promise to be financially secure? 
          Money Time can help you keep those 
          promises.

ACE looks down on GINGER as she slips on the stairs.

                      CHARLIE CLARK
          You can't let this concern you, Ace. 
          Don't worry about that stuff.

Outside the glass door NICKY arrives via the stairs from the 
golf course.

                      CHARLIE CLARK (O.S.)
          It's just a political witch hunt.

ACE opens the sliding glass door and NICKY enters.

                      NICKY
          Hey, Ace.

                      ACE
          Hey.

NICKY walks over to CHARLIE CLARK.

                      ACE
          Want something to drink? Charlie you 
          want a refill?

                      CHARLIE CLARK
          Yeah, refill'd be great.

                      NICKY
               (Approaching CHARLIE)
          No, I don't want one.
               (Smiling, extends his 
               hand.)
          Hey, Mr Clark, how you doin'?

                      CHARLIE CLARK
               (Shaking hands)
          Hi. Good.

                      NICKY
               (Sitting down with 
               him on a couch)
          I've been trying to reach you.
          You're tougher to get than the 
          President.

                      CHARLIE CLARK
          Well, I've been busy.
               (Chuckles.)

                      NICKY
          Yeah, least you could do is return 
          my phone calls, though.

                      CHARLIE CLARK
          Listen... Nicky... we talked about 
          this... and, uh, I explained to you 
          that there was the possibility you 
          might have to take some kind of loss.

                      NICKY
          Yeah.
               (Pause.)
          I think I want my money back.

                      CHARLIE CLARK
               (Chuckling)
          What're you gonna do? Strong-arm me?

                      NICKY
          You know... I think that you've gotten 
          the wrong impression about me. I 
          think in all fairness, I should 
          explain to you what it is that I do. 
          For instance, tomorrow morning I'll 
          get up nice and early, take a walk 
          down over to the bank and walk in 
          and see you, and, uh... if you don't 
          have my money for me, I'll crack 
          your fuckin' head wide open in front 
          of everybody in the the bank. And 
          just about the time that I'm comin' 
          out of jail, hopefully, you'll be 
          comin' out of your coma. And guess 
          what?  I'll split your fuckin' head 
          open again. Because I'm fuckin' 
          stupid. I don't give a fuck about 
          jail.  That's my business. That's 
          what I do. And we know what you do, 
          don't we, Charlie? You fuck people 
          out of money and get away with it.

                      CHARLIE CLARK
               (As he puts a notepad 
               in his briefcase)
          You can't talk to me like...

                      NICKY
               (Grabbing CHARLIE by 
               his jacket)
          Hey, you fat Irish prick. You put my 
          fuckin' money to sleep. You go get 
          my money, or I'll put your fuckin' 
          brain to sleep.

                      CHARLIE CLARK
               (To ACE, panting)
          Sam?

                      NICKY
          Never mind fuckin' Sam. This is 
          personal.
               (Walking with CHARLIE 
               to the stairs.)
          I'll be there in the morning. You 
          can fuckin' try me, fatso.

A frightened CHARLIE hurries down the stairs.

                      NICKY
          You fuckin' try me.

He turns to ACE who's behind the bar.

                      NICKY
          You think he got the point?

                      ACE
               (Walking to NICKY)
          What're you doin'? He's a square 
          guy, for chrissakes.  You can't treat 
          him like that. He's gonna run to the 
          FBI.

                      NICKY
          Fuck the FBI! That prick's been 
          dodging me for three weeks. And what 
          is it with you?  All of a sudden, 
          you're tryin' to tell me what to do 
          all the time.

                      ACE
          I'm not tryin' to tell you what to 
          do. But you were way out of line, 
          Nick. What're you doin'? Where's 
          your head?

                      NICKY
          Where's my head? Where's your fuckin' 
          balls? Huh? You know I'm tryin' to 
          put somethin' really big together 
          out here. You know what I'm talkin' 
          about, huh? You know!  If you're 
          actin' like this now, how can I depend 
          on you?  There's a lot of things 
          gonna change out here. And if you 
          wanna be there with me, Sammy, you're 
          gonna have to go my fuckin' way.

                      ACE
          Listen, Nick, you gotta understand 
          my situation. I'm responsible for 
          thousands of people. I got a hundred 
          million a year goin' through the 
          place.  It's all over, I'm gonna 
          tell you, it's all over, if I don't 
          get that license.  And believe me, 
          if it goes bad for me, it's gonna go 
          bad for a lot of people, you 
          understand?

                      NICKY
          Yeah, forget about your fuckin' 
          license. I plant my own flag out 
          here, you ain't gonna need a fuckin' 
          license.
               (Pause.)
          You know, I don't know what it is, 
          Sammy, but the more I talk to you, 
          the more I feel like you just don't 
          wanna go along with me, is that it?

                      ACE
          No, I don't wanna come -

                      NICKY
          You should say so.

                      ACE
          I don't wanna come along with you.

                      NICKY
          Just say so.

                      ACE
          I'll be honest with you.

                      NICKY
          All right, fine.

                      ACE
          I don't wanna be involved in anything 
          you're talkin' about...

                      NICKY
          Fine.

NICKY walks to a table and flips through Business Week 
magazine.

                      ACE
          ...okay? I just wanna run a square 
          joint. That's it. I just want my 
          license. I want everything nice and 
          quiet. That's it.

                      NICKY
               (Holding up the 
               magazine)
          You mean, quiet like this: 'I'm the 
          boss.'  That's quiet?

                      ACE
          That's all taken out of context. 
          Okay.

                      NICKY
          Yeah, that's out of context. Okay.

                      ACE
          I have no control over that. Ronnie 
          and Billy were right there. They'll 
          tell you exactly what happened.

                      NICKY
          Well, back home they don't know about 
          fuckin' control. That looks bad.

                      ACE
          Looks bad? I'm gonna tell you what 
          looks bad.

                      NICKY
          Yeah?

                      ACE
          Every time you're on television I 
          get mentioned. That looks bad. That 
          looks bad.

                      NICKY
          What the fuck happened to you? Will 
          you tell me?

                      ACE
          What happened to me? What happened 
          to you?

                      NICKY
          Yeah.

                      ACE
          You lost your control.

                      NICKY
          I lost control?

                      ACE
          Yes, you lost your control.

                      NICKY
          Look at you. You're fuckin' walkin' 
          around like John Barrymore.

                      ACE
          All right.

                      NICKY
          A fuckin' pink robe and a fuckin'...

                      ACE
          All right.

                      NICKY
          ...uh, uh, cigarette holder. I'm - I 
          lost control?!

                      ACE
          Yeah.

                      NICKY
          You know, I didn't want to bring 
          this up, but you have treating a lot 
          of people with a lot of disrespect. 
          Even your own wife.

                      ACE
          My wife?

                      NICKY
          Yeah.

                      ACE
          Now, what does she have to do with 
          all this?

                      NICKY
          Well, she comes to see me. She was 
          upset about a lot of things, 
          especially that whole fuckin' Diamond - 
          that Lester Diamond incident.

                      ACE
          All of a sudden, you're the shoulder 
          to cry on? Did you at least tell her 
          about your little role in that whole 
          situation?

                      NICKY
          No, I didn't. What good would that 
          do? That's not the fuckin' point.

                      ACE
          Listen, I would -

                      NICKY
               (Interrupting)
          The point is that she's upset. She's - 
          and you got a fuckin' problem.

                      ACE
          I - I would appreciate it if you'd 
          stay out of my personal life, okay?  
          You wouldn't like it if I did it to 
          you.

                      NICKY
          Hey, she came to talk...

                      ACE
          Please...

                      NICKY
          ...to me.

                      ACE
          ...don't do it to me...

                      NICKY
          She came to talk to me...

                      ACE
          Okay?

                      NICKY
          And I - what was I supposed to do, 
          throw her out?

                      ACE
          Ju-just stay away from her. It's 
          none of your business, okay? There 
          are certain things you don't do, and 
          you know that.

                      NICKY
          It's none of my business?

                      ACE
          That's right, yeah.

                      NICKY
          A week ago it was my business, now 
          it's none of my business. In other 
          words, when you need me to take care 
          of somethin' for you, then you need 
          me.

                      ACE
          Yeah, that's right, the way you need 
          me to vouch for you as a citizen and 
          get you out of one of your jams. I'm 
          gonna have to straighten out what 
          you just did with this guy.

NICKY starts to walk out.

                      ACE
          This guy is gonna run to the FBI.

                      NICKY
          Your fuckin' head is getting' bigger 
          than your casino. That's your problem, 
          pal.

                      ACE (V.O.)
          I knew what he wanted, and I didn't 
          want any part of it.

                      NICKY
               (Walking to the glass 
               doors leaving ACE 
               standing there)
          Fuckin' walking around with a big 
          head. You better check yourself...

                      ACE (V.O.)
          Nicky wanted to take over. He wanted 
          to go after Gaggi, go after the skim, 
          go after everything and everybody.

NICKY shuts the door behind him and walks down the stairs to 
the golf course.

                      ACE (V.O.)
          Plus, he had stopped askin' permission 
          from back home for every little thing.

EXT. VEGAS STREET - NIGHT

QUICK ZOOM OUT FROM A DEAD BODY WITH A GUNSHOT WOUND IN THE 
CHEST. COPS AND PRESS ARE MILLING AROUND.

EXT. VEGAS HOUSE - DAY

CAMERA SPIRALS OUT FROM THE BODIES OF A CASINO EXECUTIVE AND 
HIS WIFE WHO HAVE BEEN GUNNED DOWN ON THEIR FRONT LAWN.

                      ACE (V.O.)
          A casino boss and his wife were 
          killed. The bulls questioned Nicky.

EXT. PARKING LOT - NIGHT

Police photographers taking pictures of a dealer, dead behind 
the wheel of his car, his eyes and mouth frozen wide open in 
a silent scream.

                      ACE (V.O.)
          A dealer from the Sirocco... they 
          questioned Nicky.

INT. UNDERGROUND GARAGE - DAY

Two policemen open the trunk of a car and find a trussed-up 
dead body. They cover their noses because of the stench.

                      ACE (V.O.)
          A bunch of stool pigeons wound in 
          the trunks of their cars... they 
          questioned Nicky.

EXT. LAWYER'S HOUSE - NIGHT

We see a brand-new car explode.

                      ACE (V.O.)
          A lawyer... they questioned Nicky.

EXT. HOUSE DOORWAY - DAY

A front door where a pile of newspapers have accumulated. 
Another newspaper is thrown at the door.

                      ACE (V.O.)
          And when some guys who didn't pay 
          their Shylocks began disappearing, 
          Nicky's name was in every one of 
          those newspapers.

EXT. STREET OUTSIDE COURT-HOUSE - DAY

NICKY and OSCAR GOODMAN, his lawyer, leave the court-house, 
surrounded by reporters and photographers. They wait at the 
curb for the light and NICKY, smiling, politely cautions a 
photographer to be careful of the on-coming traffic.

                      ACE (V.O.)
          Nicky was questioned in two dozen 
          murders, but they always had to let 
          him go. There were never any 
          witnesses.

                      NICKY (V.O.)
          The coppers blamed me for everything 
          that went wrong out here, and I mean 
          every little fuckin' thing too.

                      NICKY
               (To photographer)
          Watch yourself. You're gonna get 
          runned over there.

                      NICKY (V.O.)
          If a guy fuckin' tripped over a 
          fuckin' banana peel, they'd bring me 
          in for it.

                      NICKY
               (To reporters)
          Come on, huh. That's enough now. Be 
          nice, huh? Be nice.

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE, BACK 
HOME - DAY

MARINO walks through a doorway to GAGGI's office. CURLY pats 
him on the back. He shakes BEEPER's hand, then FORLANO's, 
who is on the phone.

                      NICKY (V.O.)
          And the bosses were no better. I 
          mean, they complained day and night 
          because things don't run smooth. 
          Well, in my line of work, things 
          don't run so smooth, I'm sorry. I 
          mean, I'm dealing with degenerate 
          animals out here. But the bosses, 
          what do they give a fuck? They're 
          sittin' on their asses, drinkin' 
          anisette. Meanwhile, I'm the guy in 
          the trenches. Fuckin' bosses, they 
          think it's a fuckin' free lunch out 
          here.

MARINO hands a brown-paper bag filled with $100 bills to 
GAGGI.

                      GAGGI
               (Ignoring the money)
          Frankie... they found a guy's head 
          in the desert. Do you know about 
          that?

                      MARINO
          Yeah, I heard, yeah.

                      GAGGI
          Yeah. Everybody's talkin' about it. 
          They're makin' a big deal out of it.

                      MARINO
          I know.

                      GAGGI
          It's in all the papers.

                      MARINO
          What're you gonna do?

                      GAGGI
          And I mean... that's no good.

                      MARINO
          I know.

                      GAGGI
          You gotta tell him... to take care 
          of things a little better.

                      MARINO
          I'll tell him, Remo.

                      NICKY (V.O.)
          Fuckin'...

EXT. VEGAS STRIP BUS STOP BENCH - DAY

NICKY is talking quietly to MARINO. They are surrounded by 
people waiting for the bus.

                      NICKY (V.O.)
          ...bosses. I mean, they're smokin' 
          their Di Nobilis and they're eatin' 
          a trippa [Italian-American slang for 
          'tripe'.] and fuckin' suffritt', you 
          know, fried pigs guts? While, if I 
          wanna talk private, I gotta go to a 
          fuckin' bus stop.

                      NICKY
               (To MARINO)
          But, hey, what do they care, as long 
          as I keep sendin' money back.

                      MARINO
          Yeah, but they're complaining.

                      NICKY
          Let 'em complain. I'm the one who's 
          here.

The bus arrives, obscuring our view of them.

                      NICKY
          I do all the work. Somebody don't 
          like it, fuck him.

                      MARINO
          It's up to you.

                      NICKY
          They want a fuckin' war, I'm ready.

When the bus departs it reveals NICKY and MARINO alone on 
the bench, talking.

                      NICKY
          I know one thing. All I gotta do is 
          take care of four or five of those 
          fuckin' guys, the rest will fall 
          right into place. Believe me.

INT. GOLD RUSH - DAY

NICKY is watching a police surveillance car with two agents 
through binoculars.

                      NICKY (V.O.)
          Peekaboo, you fucks, you.

                      NICKY
          I see you, you motherfuckers.

                      ACE (V.O.)
          The problem was, Nicky was not only 
          bringin' heat on himself, but on me 
          too. The FBI watched every move he 
          made. But he didn't care. He just 
          didn't care.

THE CAMERA MOVES PAST NICKY TO REVEAL MARINO, SEATED IN FRONT 
OF TV SECURITY MONITORS ON THE PARKING AREA IN FRONT AND 
BEHIND THE GOLD RUSH.

                      NICKY (V.O.)
          If they're gonna watch me, fuck 'em, 
          I'm gonna watch 'em right back. I 
          spent a few dollars. Top dollar, who 
          gives a shit?

HARDY, seated next to MARINO, is adjusting a knob on one of 
the may police radio scanners. There are a couple of cameras 
on the table next to him.

A debugging expert is going over the walls with a metal 
detector.

                      NICKY (V.O.)
          I got the latest anti-buggin' 
          equipment from the same places that 
          sell to the fuckin' CIA. I had all 
          the special police frequency radios, 
          FBI descramblers, cameras that see 
          in the dark, and because of that, 
          the miserable sons-of-bitches that 
          they are, they never once caught me 
          doin' anything I couldn't handle.

DOMINICK and FUSCO are at a table arguing.

                      ACE (V.O.)
          I got my job...

EXT. GOLF COURSE - DAY

NICKY swings a gold club. MARINO, and two men, are with him.

                      ACE (V.O.)
          ...on the line and this guy's out 
          havin' the time of his life. He has 
          every cop in the state watchin' him, 
          and he's out playin' golf.

                      NICKY
          Practice enough this week, you prick?

                      ACE (V.O.)
          And at the...

EXT. ACE'S PATIO - DAY

ACE is with the Control Board investigators AUSTIN and DUPREY. 
They are all pouring over legal files and record books out 
on a table by the swimming pool.

                      ACE (V.O.)
          ...worst possible time for me.

                      AUSTIN
          A record of the arrests...

                      ACE (V.O.)
          I had my license hearing coming up 
          and I didn't wanna leave anything to 
          chance.

                      ACE
          That was nineteen years ago, and 
          they were simple gambling pinches.

                      ACE (V.O.)
          I mean, if I can't work in Vegas, 
          where am I gonna go?

                      AUSTIN
          You've been very open with us. I 
          mean, uh, your books and papers and...  
          that - that's gonna mean something 
          when you go before the Commission.

                      ACE
          Well, that's all I ask, gentlemen, a 
          fair hearing.

                      DUPREY
          Well, this kind of honesty will 
          guarantee that fair hearing.

                      ACE
          Good.

                      AUSTIN
          All right, well, we'll move on to -

Suddenly a sputtering airplane flies right over Ace's house.

                      AUSTIN (O.S.)
               (As he looks at the 
               plane)
          I wanted to hear something about...  
          Kansas City.

EXT. GOLF COURSE - DAY

                      NICKY
               (Looking at the 
               airplane)
          What the fuck is this? Where's this 
          fuckin' guy gonna land, on the 
          fairway?

EXT. ACE'S PATIO - DAY

ACE and the board investigators follow the plane as it lands 
on the fairway. ACE has taken off his sunglasses to get a 
better look. Two men in suits get out.

EXT. GOLF COURSE - DAY

                      NICKY
               (To MARINO)
          They're fuckin' agents, Frankie. 
          Look at this.

EXT. ACE'S PATIO - DAY

The AGENTS run across the golf course, past ACE and the 
investigators, who look on open-mouthed.

                      ACE (V.O.)
          The Feds were watchin' Nicky play 
          golf for so long, they ran out of 
          gas. Just what I needed. Right in 
          front on the Control Board.

The agents run behind the hedges by ACE's pool. AUSTIN and 
DUPREY stare at ACE as if he had something to do with it.

EXT. GOLF COURSE - DAY

                      NICKY
          A hundred dollars, whoever hits the 
          plane.

NICKY, MARINO, and the other men swing their clubs.

EXT. ACE'S PATIO - DAY

                      ACE (V.O.)
               (putting his sunglasses 
               back on)
          And, as if things weren't bad 
          enough...

EXT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

                      ACE (V.O.)
          ...in comes Piscano, the Kansas City 
          underboss. He ran that little grocery 
          store in Kansas City where they 
          brought the suitcases.

INT. SAN MARINO GROCERY, KANSAS CITY - DAY

PISCANO and his MOTHER are at the counter of his elderly 
BROTHER-IN-LAW's store.

                      PISCANO
          They're fightin' over those suitcases 
          again. You know what that means, 
          right? You know what that means, 
          right? That means I gotta take another 
          trip out to Vegas, and it's gonna 
          cost me another couple of grand.

                      ACE (V.O.)
          He ran it with his brother-in-law, 
          but mostly what he did was complain, 
          complain about his trips to Vegas, 
          to his brother-in-law and to his 
          mother, all the time.

                      BROTHER-IN-LAW
               (Seated)
          You gotta lay down the law. Otherwise 
          they're gonna make a fool out of 
          you.

                      PISCANO
          They're not gonna make a fool out of 
          me. I write it all down in this book,
               (holding up a notepad)
          every fuckin' nickel that goes down. 
          Right here, receipts...

                      PISCANO'S MOTHER
               (Chastising her son)
          Hey! Oh!

                      PISCANO
          Oh, sorry -

                      PISCANO'S MOTHER
          What's the matter with you?

                      PISCANO
          Receipts and bills and... everything's 
          here.

                      PISCANO'S MOTHER
          Since when do you talk like that?

                      PISCANO
          I'm sorry.

                      PISCANO'S MOTHER
          There's a lot of people here.

                      PISCANO
          Nance gives me trouble and I'll tell 
          him... screw around with those 
          suitcases and I'll take the eyes out 
          of his frickin' head.

                      PISCANO'S MOTHER
          Again!

                      PISCANO
          I didn't curse. I said 'frickin' 
          head'.

                      PISCANO'S MOTHER
          That's enough.

                      PISCANO
          I'm sorry.

                      ACE (V.O.)
          And what happens next?

THE CAMERA TILTS UP TO THE CEILING AIR VENT TO A TINY 
MICROPHONE AND TRANSMITTER AT ITS BASE.

                      ACE (V.O.)
          You can't believe it. I mean, who 
          the hell would believe that the FBI 
          had a wire in the place lookin' for 
          some information about some old 
          homicide about some guy who was 
          whacked-out, God knows when, over 
          God knows what?

                      PISCANO
          Plus, what's to prevent him with the 
          suitcases, that he can take what he 
          wants?  Fuckin' Nance, he brings us 
          back two suitcases from the Tangiers, 
          and what about three or four?

INT. POST OFFICE ACROSS THE STREET, KANSAS CITY - DAY

A pen write 'NANCE' on a piece of paper.

INT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

                      PISCANO
          We got nobody in the room to watch. 
          That's the law. You know, we can't 
          even go into the count room to watch 
          our money? Could you believe this 
          cowboy bullshit?

His MOTHER shakes her head.

                      PISCANO
          And sure he's got his people in there. 
          But how do you know? They could all 
          be in on it together, those miserable 
          fucks.

His MOTHER reacts to his language.

                      PISCANO
          I'll find out and, if it's Green 
          himself, I'll bury that bastard.

INT. POST OFFICE ACROSS THE STREET, KANSAS CITY - DAY

A pen writes the word 'GREEN'.

                      PISCANO
               (Over transmitter)
          I've never trusted him. And you know 
          I got eyes...

INT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

                      PISCANO
          ...behind my head. They trust that 
          scumbag, I don't. Right now, the way 
          I feel, I'll hit the two of them in 
          the head with a fuckin' shovel.

                      PISCANO'S MOTHER
          All right, take it easy now, take it 
          easy.

                      PISCANO
          Mom, I'm sorry, they're beatin' me 
          left and right.
               (Knocking down some 
               bottles of olive 
               oil.)
          Ma, I'm sorry. I'm all upset.

                      PISCANO'S MOTHER
               (Tapping the counter)
          I know, but that's enough.

                      PISCANO
          You know - You know - You know what 
          they're doin' to me?

                      PISCANO'S MOTHER
          I know it, I know it.

                      PISCANO
          I can't take this no more. Back and 
          forth, back and forth.

                      PISCANO'S MOTHER
          Take it easy, though.

                      PISCANO
          All right, all right. But I - I -

                      PISCANO'S MOTHER
          You'll get a heart attack like that.

                      PISCANO
          You know, I - I'm too upset right 
          now. And - An end has to be put to 
          this.

                      ACE (V.O.)
          And the damn...

CAMERA PANS OFF THE LISTENING DEVICE IN THE VENT TO A WINDOW 
AND THE POST OFFICE ACROSS THE STREET.

                      ACE (V.O.)
          ...thing is, they go and hear all 
          this stuff about Las Vegas and the
          casinos and the suitcases, and that's 
          it.

                      PISCANO (O.S.)
          If I have to start handlin' things 
          the way I...

INT. POST OFFICE SMALL ROOM, KANSAS CITY - DAY

Behind a window overlooking the grocery store are two FBI 
agents listening to Piscano's conversation.

                      PISCANO
               (Over transmitter)
          ...did years ago, start kickin' ass, 
          I - I'll do it, and I'll use the 
          goddamn shovel!  I mean, I...

We see an agent looking out of the window with a pair of 
binoculars.

                      PISCANO'S MOTHER
               (Over transmitter)
          You are right.

The other agent, with headphones, is seated at a desk by a 
tape recorder, writing.

                      PISCANO
               (Over transmitter)
          ...everything's comin' out of my 
          pocket. I gotta pay for all these 
          trips back and forth, back and forth.

                      PISCANO'S MOTHER
               (Over transmitter)
          You are right. What can I...

INT. WASHINGTON FBI OFFICE - DAY

                      PISCANO'S MOTHER
               (On tape recorder)
          ...tell you.

TITLE IN: 'WASHINGTON, D.C.'

THE CAMERA TILTS DOWN AN AMERICAN FLAG TO REVEAL THE TAPE 
NOW BEING TRANSCRIBED BY AN FBI STENOGRAPHER

                      ACE (V.O.)
          Would you believe that such a thing 
          could happen?

                      PISCANO
               (On tape recorder)
          I'm in this to make money, not to 
          lose money.  And...

                      ACE (V.O.)
          Every FBI man across the country had 
          their ears open now.

                      PISCANO
               (On tape recorder)
          Because...

The stenographer's pen writes: 'BORELLI' on a piece of paper.

                      PISCANO
               (On tape recorder)
          ...if you want somethin'...

Stenographer writes: 'TANGIERS'.

                      PISCANO
               (On tape recorder)
          ...done right, you gotta do it 
          yourself.

                      PISCANO'S MOTHER
               (On tape recorder)
          Then do it the way you want.

Pen writes: 'VEGAS'.

                      PISCANO'S MOTHER
               (On tape recorder)
          What can I tell you?

                      ACE (V.O.)
          I mean...

Pen writes: 'SANTORO'.

                      ACE (V.O.)
          ...Piscano, this guy basically...

The stenographer's pen taps twice on the word 'SANTORO'.

                      ACE
          ...sunk the whole world.

Pen writes: 'SANTORO'.

FOCUS ON STENOGRAPHER, LISTENING.

                      PISCANO'S MOTHER
               (On tape recorder)
          That's the way people are. There are 
          some that are good and some that are 
          bad.

INT. GAMING CONTROL BOARD HEARING ROOM, LAS VEGAS 1980 - DAY

ACE is in the court with OSCAR GOODMAN, his lawyer, facing 
the Control Board's Chairman and six COMMISSIONER MEMBERS.  
The Chairman is the SENATOR we saw earlier in the casino 
suite taking chips out of the bureau drawer. The room is jam-
packed: GREEN, GINGER, SHERBERT, as well as WEBB, reporters 
and other spectators. ACE's secretaries carry in legal papers. 
There are piles of briefs and law books on OSCAR's and ACE's 
table.

                      OSCAR
          Mr Chairman and members of the 
          Commission. Mr Rothstein is pleased 
          to be here today.

                      ACE (V.O.)
          And when the day finally came, I was 
          ready. I felt so confident that all 
          I had to do was present my case.

                      OSCAR
          ...evidence... and we have documents, 
          one of which is a report by retired 
          FBI agents, which completely absolves
               (holding up a large 
               file folder)
          Mr Rothstein from any wrongdoing. 
          I'd like this marked, please, Mr 
          Chairman.

                      SENATOR
               (Into microphone)
          Pardon me, counselor. Before you 
          continue...

                      OSCAR
          No, I want to have this marked, Mr. -

                      SENATOR
               (Into microphone)
          ...this, uh, this Commission is 
          prepared to act on a motion denying 
          the Rothstein application.

                      OSCAR
          Denying?

                      SENATOR
               (Into microphone)
          Do I hear a motion seconded?

                      OSCAR
          Mr. Chairman -

                      CONTROL BOARD MEMBER #1
               (Into microphone)
          Mr. Chairman, I second the motion.

                      SENATOR
               (Into microphone)
          Do I have a vote on the motion?

                      OSCAR
          Mr. Chairman -

The COMMISSIONERS quickly repeat:

                      CONTROL BOARD MEMBER #2
               (Into microphone)
          Aye.

                      CONTROL BOARD MEMBER #3
               (Into microphone)
          Aye.

                      CONTROL BOARD MEMBER #4
               (Into microphone)
          Aye.

                      SENATOR
               (Into microphone)
          The ayes have it. This hearing is 
          adjourned.

The CHAIRMAN bangs his gavel and prepares to leave. The 
COMMISSIONERS hurriedly pack up their papers. An enraged ACE 
rises and approaches the SENATOR.  TV CAMERAS ROLL.

                      ACE
               (Getting up)
          You guys have to be kidding.

The SENATOR picks up his briefcase.

                      ACE
          Adjourned! What do you mean, 
          adjourned?

                      OSCAR
          Mr. Chairman, please.

                      ACE
          Mr. Chairman...

The SENATOR picks up his folder.

                      ACE
          Senator, you promised me a hearing.

We see WEBB seated in the first row, watching.

                      ACE
          You won't allow me a hearing? You 
          didn't even look at the FBI reports.

A reporter holds a microphone up to the SENATOR.

                      ACE
          When you were my guest, Mr. Chairman, 
          Senator, at the Tangiers Hotel, did 
          you not promise me that I would have 
          a fair hearing -

The SENATOR bends down to a microphone.

                      SENATOR
               (Interrupting, into 
               microphone)
          I was never - I was never your guest 
          at the Tangiers.

                      ACE
          You were never my guest?!

                      SENATOR
               (Into microphone)
          That's right.

                      ACE
          I never comped you?! I don't comp 
          you at least two or three times a 
          month at the Tangiers?!

                      SENATOR
               (Into microphone)
          Uh, I - I'd... I'd like to answer - 
          answer that at this time.

                      ACE
          Liar.

                      SENATOR
               (Into microphone)
          Mr Rothstein is being very typical 
          to this point.

                      ACE
          He's lying.

WEBB starts to leave.

                      SENATOR
          The only time I was at the Tangiers 
          was when I had dinner with Barney 
          Greenstein.

                      ACE
          Was I at that dinner? Just tell me -

                      SENATOR
          You were wandering around.

                      ACE
          Was I at that dinner?

                      SENATOR
          You were wandering around.

                      ACE
          Was I at that dinner?

                      SENATOR
          You were wandering around.

                      ACE
          Was I at that dinner?

                      SENATOR
          You were in the m- You were in the 
          building.

                      ACE
          I was in the building!

GREEN, embarrassed by ACE's behaviour, starts to get up.

                      ACE
          You know damn well I was at that 
          dinner, and you swore to me that I 
          would have a fair hearing at that 
          dinner! Did you not?! Did you not?!
               (Pause, ACE looks at 
               OSCAR.)
          Well, tell me I was at least at the 
          dinner! A-allow me that much.
               (Pause.)
          Give me that much at least!

                      SENATOR
               (Hesitates)
          Yes, you were.

The SENATOR starts to walk out.

                      ACE
          Yeah, thanks for not callin' me a 
          liar. You son-of-a-bitch. You son-of-
          a

                      FEMALE NEWSCASTER (V.O.)
          Good evening, everyone, I'm Paige 
          Novodor.
               (On television.)
          What should have been a routine 
          licensing hearing turned into bedlam 
          yesterday when the flamboyant Tangiers 
          Casino executive, Sam

ACE spots COMMISSIONER CARTER slipping out the door.

                      FEMALE NEWSCASTER
               (Overlapping)
          ...'Ace' Rothstein, accused the 
          state's top gaming officials of 
          corruption.

                      ACE
               (Overlapping)
          What are you running for, Bob? What 
          are you running for?

                      FEMALE NEWSCASTER (V.O.)
               (Overlapping)
          ...and hypocrisy.

                      ACE
               (Into two reporters' 
               microphones)
          Don't you remember? You promised me 
          a fair hearing when you were gettin' 
          comped at my hotel and you were asking 
          me for copies of your bills so -

SHERBERT and GINGER look on.

                      ACE
          - you could put 'em on your expense 
          account?

                      FEMALE NEWSCASTER (V.O.)
          In a
               (on television)
          Wild and unprecedented outburst that 
          followed his gaming license
               (voice-over, 
               overlapping)
          denial, Rothstein followed several...

                      ACE
               (With several 
               reporters, overlapping)
          Bullshit! Bullshit!

INT. CONTROL BOARD LOBBY - DAY

Putting on his sunglasses, ACE emerges from the courtroom 
with SHERBERT, GINGER, OSCAR and several reporters. He is 
surrounded by the press.

                      FEMALE NEWSCASTER (V.O.)
          ...stunned commissioners into the 
          hallway, where he continued his 
          harangue until his own lawyers and 
          friends urged him to leave.

                      ACE
               (To COMMISSIONERS 
               standing in the 
               hallway, speaking 
               into a TV news 
               microphone)
          We all have a past. You have a past, 
          I have a past. And my past is no 
          worse than yours. But you guys think 
          you have the right to pass judgement 
          on me.

                      FEMALE NEWSCASTER (V.O.)
               (Overlapping)
          Long suspected of running the Tangiers 
          without...

                      ACE
               (Overlapping)
          ...twenty years in order to find 
          nothin' on me -

OSCAR pulls him away, ACE looks back at the COMMISSIONERS.

                      ACE
          - unsubstantiated truths on me. And 
          if you look at your own lives you'd 
          all be in jail.

OSCAR ushers ACE out, past WEBB and Gaming Investigator 
AUSTIN.

                      FEMALE NEWSCASTER (V.O.)
               (Overlapping)
          ...a gaming license, yesterday's 
          hearing was to determine whether 
          someone with Rothstein's checkered 
          personal history was qualified to 
          officially hold the top gaming post.

INT./EXT. GAGGI'S CAR, BACK HOME ALLEY - DAY

GAGGI hands STONE an issue of the Las Vegas Sun showing a 
photograph of ACE at the licensing hearing. Headline reads: 
'Rothstein out of gaming: Control Board Rules against 
Rothstein License Application'.

                      ACE (V.O.)
               (from previous scene 
               continued)
          Fuckin' hypocrites!

STONE stands beside GAGGI's car door. GAGGI is in the back 
seat with his window down.

                      GAGGI
          What the hell's he gonna do now?

                      STONE
          I don't know
               (Sighs.)

                      GAGGI
          What's he doin'? He knows all those 
          guys he yelled at are friends of 
          ours. What's the matter with him, 
          making all this mess?

                      STONE
          Maybe he could run things with another 
          job title. Wouldn't be the best, 
          but, uh, what are we gonna do?

                      GAGGI
          However he runs things, it's gotta 
          be quiet. Let him hide upstairs in 
          the office. Say he's the janitor, I 
          don't give a shit. But, please, 
          whatever job he takes, make sure 
          it's something quiet.

STONE walks back to his car. Both cars pull out in opposite 
directions.

INT. TANGIERS SPORTSBOOK/ACES HIGH! THE SAM ROTHSTEIN SHOW - 
NIGHT

A video monitor shows a title card, reading: 'From the 
Tangiers Hotel'. TRUDY, Ace's showgirl sidekick, is heard 
over the opening credit sequence of the show.

                      TRUDY (O.S.)
          Ladies and gentlemen, the Tangiers 
          Hotel proudly presents the all-new 
          Sam Rothstein Show, Aces High.

TITLE CARD: 'ACES HIGH'

The monitor shows a neon sign reading, 'Welcome to Fabulous 
Las Vegas, Nevada', then shows several gamblers at a craps 
table.

                      TRUDY (O.S.)
          Tonight, taped live from the all-new 
          sportsbook, we present the premiere 
          showing of Aces High. With the...

The video monitor shows a neon sign: 'Stardust', then another: 
'Tangiers'.

WE SEE TRUDY ON A STAGE.

                      TRUDY
               (Into microphone)
          ...Sasha Semenoff Orchestra...

THE CAMERA PANS TO SASHA SEMENOFF CONDUCTING HIS BAND.

                      TRUDY
          ...and the Sam Rothstein Dancers.

THE CAMERA PANS TO A GROUP OF DANCERS ON THE OTHER SIDE OF 
THE STAGE.

We see ACE greeting various guests in the audience as he 
moves towards the stage.

                      TRUDY
          Mr Rothstein is a professional gambler 
          and the best football handicapper...

A video monitor shows a montage featuring showgirls, a chef 
carving beef and three women wearing bathing suits.

                      TRUDY
          ...in American, a man who will take 
          you inside the real Las Vegas as no 
          one has ever done before. And now, 
          ladies and gentlemen, the new...

ACE joins TRUDY on the stage.

                      TRUDY
          ...Entertainment Director of the 
          Tangiers Hotel Casino: Mr Sam 
          Rothstein.

ACE approaches his desk as TRUDY sits on a long sofa. The 
audience applauds.

The band plays and the dancers complete their number.

                      ACE
               (Seated at a desk a 
               la Johnny Carson)
          Welcome to the Sam Rothstein Show.
          We're very happy to have you here 
          this evening. The young lady to my 
          left is Trudy, who is a lead new 
          dancer in our fabulous show from 
          Paris.

Audience applauds, she waves hello.

                      ACE
          Our first guest this evening... is 
          Frankie Avalon.

FRANKIE AVALON walks to the stage, embracing TRUDY and shaking 
ACE's hand.

Audience applauds.

WEBB stands in the rear of the sportsbook/theater with AUSTIN 
and DUPREY, watching ACE.

                      WEBB
          Keep an eye on him.

He exits.

                      FRANKIE AVALON (O.S.)
          ...Well, I've got a large family.

                      ACE
               (Into microphone)
          How many kids do you have?

                      FRANKIE AVALON
               (Into microphone)
          Uh, I'm very proud to say that we 
          have eight children.

                      ACE
               (Into microphone)
          Eight children!
               (He encourages the 
               audience to applaud.)

                      FRANKIE AVALON
               (Into microphone)
          No, no, no, no, please, please, 
          please, please, no, please.

                      ACE
               (Into microphone, to 
               audience)
          That's amazing.

                      FRANKIE AVALON
               (Into microphone)
          There was nothing to it.
               (Chuckles)
          It was my pleasure.

INT. TANGIERS, GREEN'S OFFICE - NIGHT

GREEN and ARTHUR CAPP are solemnly watching another episode 
of Ace's TV show with an elderly juggler guest.

                      GREEN
          Ace, don't do it.

ACE begins to juggle.

                      GREEN
          Oh, no, no. No, no. Oh, Jesus... 
          he's juggling!

The audience cheers him on.

                      ACE (O.S.)
               (From next scene)
          Let's not take County Commissioner 
          Pat Webb too seriously.

INT. TANGIERS SPORTSBOOK/ACES HIGH - NIGHT

WE MOVE PAST TWO TELEVISION CAMERAS TO ACE BEHIND HIS DESK 
AT ANOTHER TAPING OF HIS SHOW. TRUDY IS AT HIS SIDE.

                      ACE
               (Into microphone)
          I recently challenged him to a debate 
          on this program and he declined. 
          What are you worried about, Pat?  
          You don't have to send me any 
          questions. You can ask me anything 
          you want.

                      STONE (O.S.)
               (From next scene)
          What the hell is he doin' on 
          television, anyway?

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE, BACK 
HOME - DAY

Vegas Sun newspaper front page photo of ACE on television. 
Headline reads: 'Rothstein Sues Gaming Commission'.

STONE is sitting across from GAGGI at his office.

                      STONE
          He's on all night, screamin' about 
          how he's gonna take his damn lawsuit 
          all the way to the Supreme Court. He 
          really must be crazy. He's gonna go 
          to Washington with this? 
               (Chuckles.)
          He's out of his fuckin' mind.

                      ACE (O.S.)
               (From next scene)
          It's a pity in this...

INT. TANGIERS SPORTSBOOK/ACES HIGH - NIGHT

                      ACE
               (Into microphone)
          ...state that we have such hypocrisy. 
          Some people can do whatever they 
          want. Other people have to pay through 
          the nose.

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE, BACK 
HOME - DAY

                      ACE (O.S.)
               (From previous scene)
          But such is life. 

                      GAGGI
          Andy, go see him. Tell him maybe 
          it's time he should quit.

EXT. MIGHTY MART CONVENIENCE STORE, REAR PARKING LOT, LAS 
VEGAS - NIGHT

SHERBERT and ACE pull up beside another parked car. ACE gets 
out of his car in a robe and pajamas and gets into STONE's 
car.

INT. STONE'S CAR - NIGHT

                      ACE
          First of all, what they did was 
          totally unconstitutional. We're 
          already on the list to be heard before 
          the Supreme Court of the United States 
          later this year.

                      STONE
          These guys back home don't give a 
          fuck about the Supreme Court and any 
          of this bullshit! They want things 
          to quiet down. They want you to walk 
          away from -

                      ACE
          Walk away? Andy, you can't be serious. 
          How can I walk away? Don't you see 
          what's goin' on here? Don't you see 
          what's at stake?

                      STONE
          The old man said, 'Maybe your friend 
          should give in.'  And when the old 
          man says 'maybe', that's like a papal 
          bull. Not only should you quit, you 
          should run!

                      ACE
          Know what my problem is? Every time 
          they mention my name in the papers, 
          these cocksuckers, they mention Nicky, 
          too. How the fuck does that help?  I 
          mean, the heat he brought down is 
          murder!  We had a police department 
          who was cooperative. He's pissed 
          them off so much now that nobody can 
          make a move anymore. I mean, what do 
          you do about that?

                      STONE
          What do you propose?

                      ACE
          I don't know, he doesn't listen to 
          me. Maybe he should...  get lost for 
          a while. Take a vacation. Would that 
          be so bad?

                      STONE
          They ain't sendin' Nicky nowhere.

                      ACE
          All right, look, if he took a break, 
          it would just give everybody some 
          time to maneuver. That's all I'm 
          saying. It's all that I'm saying.

                      STONE
          I would forget about the maneuver. I 
          would just get out.

                      ACE
               (Sighs)
          I can't do that.

                      ACE (V.O.)
          Of course...

INT. NICKY'S HOUSE, KITCHEN - DAY

JENNIFER is on the phone with GINGER; NICKY listens in.

                      JENNIFER
               (Into telephone)
          You know, I don't feel like playin' 
          tennis.

                      ACE (V.O.)
          ...as soon as Andy got back home, 
          Nicky heard about our talk in the 
          car.

                      JENNIFER
               (Into telephone)
          Let's go to lunch. Do you want to go 
          to the Riviera?

                      ACE (V.O.)
          Next morning bright and early, I get 
          the call.

                      GINGER
               (Over telephone)
          One o'clock?

INT. ACE'S HOUSE, LIVING-ROOM - DAY

ACE listens in on GINGER's and JENNIFER's conversation.

                      JENNIFER
               (Over telephone)
          Great.

                      GINGER
               (Into telephone)
          You know, I've got to do some shopping 
          afterwards. Do you want to go?

INT. NICKY'S HOUSE, KITCHEN - DAY

                      JENNIFER
               (Into telephone)
          Well, you know...

                      ACE (V.O.)
          But just getting a call from Nicky 
          wasn't easy anymore. Even the codes 
          didn't work. So, we figured out 
          another act.

INT. FBI PHONE TAP ROOM - DAY

A bored FBI man, seated at his desk with a tape recorder and 
headphones, looks at his wrist watch.

                      ACE (V.O.)
          You see, if a phone's tapped, the 
          Feds can only listen in...

INT. ACE'S HOUSE, LIVING ROOM - DAY

                      ACE (V.O.)
          ...on the stuff involving crimes. So 
          on...

INT. NICKY'S HOUSE, KITCHEN - DAY

                      ACE (V.O.)
          ...routine calls, they have to click 
          off after a few minutes.

INT. FBI PHONE TAP ROOM - DAY

                      GINGER
               (Over telephone)
          Yeah, and I get a sprained fuckin' 
          elbow.

The FBI man clicks off the tape recorder.

INT. NICKY'S HOUSE, KITCHEN - DAY

JENNIFER quickly hands the phone to her husband.

INT. ACE'S HOUSE, LIVING-ROOM - DAY

GINGER hands the phone to ACE.

                      ACE
               (Into telephone)
          Yeah.

INT. NICKY'S HOUSE, KITCHEN - DAY

                      NICKY
               (Into telephone)
          Meet me at three.

INT. ACE'S HOUSE, LIVING ROOM - DAY

                      ACE
               (Into telephone)
          What - what, Caesar's?

                      NICKY
               (Over telephone)
          No, a...

INT. NICKY'S HOUSE, KITCHEN - DAY

                      NICKY
               (Into telephone)
          ...hundred yards further down the 
          road.

INT. ACE'S HOUSE, LIVING-ROOM - DAY

                      ACE
               (Into telephone)
          Why?

INT. NICKY'S HOUSE, KITCHEN - DAY

                      NICKY
               (Into telephone)
          Don't ask questions. Just be there.

NICKY gives the phone back to JENNIFER.

INT. ACE'S HOUSE, LIVING-ROOM - DAY

ACE gives the phone to GINGER.

INT. NICKY'S HOUSE, KITCHEN

                      NICKY
               (To himself)
          Always asking questions.

He exits.

                      JENNIFER
               (Into telephone)
          Suzy Creamcheese has the exact...

INT. FBI PHONE TAP ROOM - DAY

The bored FBI agent clicks on again and hears GINGER and 
JENNIFER's inane conversation.

                      JENNIFER
               (Over telephone)
          ...same outfit.

                      GINGER
               (Chuckles, over 
               telephone)
          But I saw something...

INT. ACE'S HOUSE, LIVING-ROOM - DAY

                      GINGER
               (Into telephone)
          ...something very... cute.

ACE sits down on the couch behind her and lights a cigarette.

INT. FBI STAKEOUT POST, MOTEL ACROSS THE FROM THE GOLD RUSH - 
DAY

Through a windows of a motel room across the street from The 
Gold Rush, an FBI AGENT watches NICKY and MARINO exit the 
jewelry store, get into a parked car and rive away.

IRIS OUT.

                      FBI AGENT (O.S.)
               (Into a radio)
          Okay, he, uh, he's out. It's the 
          ant, uh, Brown unit. And he's with, 
          uh, bogie. I think it's Frankie.

                      ACE (V.O.)
          Nicky started out before me because 
          it wasn't that easy...

SWISH PAN TO THE FBI AGENT LOOKING OUT THE WINDOW TALKING 
INTO A RADIO.

                      ACE (V.O.)
          ...for him to get around anymore.

                      FBI AGENT
               (Into radio)
          Okay, pulled out...

SWISH PAN TO NICKY AND MARINO DRIVING DOWN THE STREET.

                      FBI AGENT (O.S.)
               (Into radio)
          ...pretty fast. He's headed upstream.

                      ACE (V.O.)
          Nicky couldn't even go for a ride 
          without changing...

SWISH PAN TO FBI CAR TRAILING BEHIND.

                      ACE (V.O.)
          ...cars at least six times before he 
          could shake all his tails.

INT. UNDERGROUND PARKING GARAGE #1 - DAY

NICKY's car with MARINO driving pulls in; NICKY jumps out 
and gets in another car.

                      ACE (V.O.)
          And because of all the planes, he 
          had to use underground garages.

MARINO drives off.

INT. UNDERGROUND PARKING GARAGE #2 - DAY

NICKY's second car screeches in to another garage.

INT. UNDERGROUND PARKING GARAGE #3 - DAY

NICKY hurries across the lot to another car.

INT. UNDERGROUND PARKING GARAGE #4 - DAY

NICKY changes cars again.

INT. UNDERGROUND PARKING GARAGE #5 - DAY

NICKY is running to yet another car. He drives off.

EXT. DESERT SCENE - DAY

A solitary ACE waiting in the vast desert, looking around. 
ACE looks at a sage brush and sand and a few rocks on the 
desert floor. This could be a hole meant for him. He steps 
away from it.

                      ACE (V.O.)
          Meeting in the middle of the desert 
          always made me nervous.

It's a scary place. I knew about the holes in the desert, of 
course, and everywhere I looked, there could have been a 
hole.

EXT. DESERT ROAD - DAY

Aerial shot of NICKY driving.

                      ACE (V.O.)
          Normally, my prospects of comin' 
          back alive from a meeting with Nicky 
          were ninety-nine out of a hundred.  
          But this time, when I heard him say, 
          'A couple a hundred yards down the 
          road', I gave myself fifty-fifty.

EXT. DESERT - DAY

ACE still standing in the desert. NICKY's car suddenly appears 
as a reflection in ACE's sunglasses, shaking ACE out of his 
desert-induced reverie. NICKY's car pulls up by ACE. He gets 
out and storms up to him.

                      NICKY
          Where the fuck you get off talkin' 
          to people about me behind my back?  
          Goin' over my head?

                      ACE
          What people?

                      NICKY
          What people! What'd you think, I 
          wasn't gonna find out?

                      ACE
          I don't even know what you're talkin' 
          about, Nick.

                      NICKY
          No? You said I'm bringin' heat on 
          you?! I gotta listen to people because 
          of your fuckin' shit?! You're ordering 
          me out?! You better get your own 
          fuckin' army, pal!

                      ACE
          I didn't do anything. I mean, I didn't 
          order you or anybody...  I only told 
          Andy Stone that you had a lot of 
          heat on you, and that was a problem.

                      NICKY
          You want me to get out of my own 
          fuckin' town?!

                      ACE
          Yeah, I said I - let the bullshit 
          blow over for a while so I can run 
          the casino. Anything goes wrong with 
          the casino, it's my ass. It's not 
          yours, it's my ass.

                      NICKY
          Oh, I don't know whether you know 
          this or not, but you only have your 
          fuckin' casino because I made that 
          possible!

                      ACE
          I -

                      NICKY
               (Interrupting)
          I'm what counts out here! Not your 
          fuckin' country clubs or your fuckin' 
          TV shows! And what the fuck are you 
          doin' on TV anyhow?!

                      ACE
          What are you -

                      NICKY
               (Interrupting)
          You know I get calls from back home 
          every fuckin' day?!  They think you 
          went batshit!

                      ACE
          I'm only on TV because I gotta be 
          able to hang around the casino. You 
          understand that. You know that. Come 
          on.

                      NICKY
          Your fuckin' ass! You could have had 
          the food and beverage job without 
          goin' on television!  You wanted to 
          go on TV.

                      ACE
          Yeah, I did want to go on TV. That 
          way I have a forum. I can fight back.  
          I'm known. People see me. They know 
          they can't fuck around with me like 
          they could if I was an unknown. That's 
          right.

                      NICKY
          You're makin' a big fuckin' spectacle 
          of yourself.

                      ACE
          Me?! I wouldn't even be in this 
          situation if it wasn't for you. You 
          brought down so much fuckin' heat on 
          me. I mean, every time I meet somebody 
          here, the big question is do I know 
          you.

                      NICKY
          Oh, sure. Now you want to blame your 
          fuckin' license on me, is that it?

                      ACE
          No, it - it - Nicky, when you asked 
          me if you could come out here, what 
          did I tell you? I mean, you asked 
          me, and I knew you were going to 
          come out no matter what I said, but 
          what did I tell you? Do you remember 
          what I told...

                      NICKY
               (Interrupting)
          Back -

                      ACE
          ...you? Do you remember what I told 
          you?

                      NICKY
          Back - Back up, back up a fuckin' 
          minute here. One minute. I asked 
          you?! When the fuck did I ever ask 
          you if I could come out here?! Get 
          this through your head, you -

                      ACE
               (Interrupting)
          You never - ?

                      NICKY
          Get this through your head, you Jew 
          motherfucker, you. You only exist 
          out here because of me!  That's the 
          only reason!  Without me, you, 
          personally, every fuckin' wiseguy 
          skell [Skell: the lowest form of 
          wiseguy - a drunken bum] around'll 
          take a piece of your fuckin' Jew 
          ass! Then where you gonna go?!  You're 
          fuckin' warned! Don't ever go over 
          my fuckin' head again! You 
          motherfucker, you!

NICKY drives off, leaving an angry and frustrated ACE to 
ponder the desert and the holes.

INT. JUBILATION NIGHTCLUB - NIGHT

Overhead of ACE, OSCAR, SHERBERT, TRUDY and showgirls walking 
down the zebra pattern carpet of the nightclub. They are 
escorted to their table.

NICKY, MARINO and DOMINICK are seated at another table in 
the rear of the club so no one can hear their conversation.

                      MARINO
          Well, we got company.

ACE avoids looking at NICKY.

                      NICKY
          Do you see that? Dumb Jew 
          motherfucker. Grew up together and 
          he's actin' like he don't even know 
          me. I know we're supposed to avoid 
          each other, but, you know, there's 
          ways to do things and there's ways 
          not to.

                      DOMINICK
          Yeah. Fuck him.

SHERBERT and the others make a toast.

                      SHERBERT
          To Abraham Lincoln.

                      ACE
          L'chaim. [Yiddish for 'to life']

                      SHERBERT
          Here we go. Good luck.

NICKY watches ACE's entourage.

                      DOMINICK
          Forget about it, Nick. Don't let it 
          bother you.

                      NICKY
          Why, does it look like it's bothering 
          me? What do I give a fuck?  Fuckin' 
          Oscar too. All the fuckin' money 
          I've given that prick, he don't even 
          look over here. What's his problem?

                      MARINO
          Mm.

                      NICKY
          Fuckin' Jews stick together, don't 
          they?

                      MARINO
          They're havin' a good time too.

                      NICKY
          So are we.

NICKY, MARINO and DOMINICK are isolated and alone at their 
table.

INT. ACE'S BEDROOM - NIGHT

ACE sleeping. A hot line to the casino rings as a red light 
blinks.

                      ACE
               (Into telephone)
          Yeah?

INT. TANGIERS CASINO SPORTSBOOK - NIGHT

SHERBERT is calling ACE.

                      SHERBERT
               (Quietly into telephone)
          Sam, we got a problem.

INT. ACE'S BEDROOM - NIGHT

                      ACE
               (Into telephone)
          What is it?

                      SHERBERT
               (Over telephone)
          The little guy. He's half in the 
          bag, and nobody told him he was eighty-
          sixed from the joint, so we...

INT. TANGIERS CASINO SPORTSBOOK - NIGHT

                      SHERBERT
               (Into telephone)
          ...all turned our heads and made out 
          like we didn't know who he was. He's 
          over at the twenty-one table with 
          his...

INT. TANGIERS BLACKJACK TABLE - NIGHT

NICKY is betting every spot on the blackjack table. MARINO 
is standing behind him. The DEALER is nervous.

                      SHERBERT
          ...nose wide open. He took the money 
          out of his own kick. His nose is 
          open for about ten thousand.

SHERBERT and the pit boss look on.

                      SHERBERT (O.S.)
          Now, he's really pissed.

INT. ACE'S BEDROOM - NIGHT

                      ACE
               (Into telephone)
          Oh, no.

Sits up and throws off the bed covers.

INT. TANGIERS SPORTSBOOK - NIGHT

                      SHERBERT
               (Into telephone)
          He wants a fifty-thousand marker.

INT. ACE'S BEDROOM - NIGHT

                      ACE
               (Into telephone)
          No, just - just give him, give him 
          ten. That's it. Ten.  I'll be right 
          down.

INT. TANGIERS BLACKJACK TABLE - NIGHT

                      SHERBERT
               (To NICKY)
          He's gonna come up with ten thousand, 
          just the way you wanted.

                      NICKY
          Ten thou? No, no, no.

                      SHERBERT
          ...give you ten thousand -

                      NICKY
               (Grabbing SHERBERT's 
               lapel)
          Fifty! I said fifty!

                      SHERBERT
          Look, take -

                      NICKY
               (Pushing him away and 
               walking back to the 
               blackjack table)
          Fuckin' fifty thousand!  Go get it. 
          I don't give a fuck where you get 
          it.
               (To FEMALE DEALER.)
          Fuckers!  They take it, but they 
          don't want to give it back.

NICKY turns up another bad card and looks at the dealer. She 
smiles as she slides the house winnings over to her side of 
the table.

                      NICKY
          How the fuck can you grin? How the 
          fuck could you grin?

The FEMALE DEALER looks to her PIT BOSS for help. He steps 
up to a MALE DEALER at a neighboring table.

                      NICKY
          You know how much I'm stuck? You 
          give a fuck?

The MALE DEALER walks up to the FEMALE DEALER and taps her 
on the shoulder.

                      NICKY
          Do ya?!

She lays down some cards, claps her hands to show the Eye-in-
the-Sky that they are empty, and exits.

                      NICKY
               (To departing FEMALE 
               DEALER)
          Yeah. Give yourself a hand right 
          across your fuckin' mouth.

The MALE DEALER takes her place behind the table.

                      NICKY
          Look at this fuckin' beaut they put 
          in now. Sherbert send you in here to 
          rob me now? Been fuckin' knockin' 
          everybody's dick in all night? Huh?  
          You been beatin' all the customers 
          tonight, motherfucker?

We see the PIT BOSS lock up the chip tray from the table the 
dealer has just left. NICKY has a diminished stack of chips 
and an upturned ten and a two.

                      NICKY
          Huh, jag-off? Hit me.

The card is a king or a 'paint', a picture card, meaning 
that NICKY has lost.

Everyone freezes in fear. NICKY takes the paint and flicks 
it at the DEALER's chest where it sticks to his shirt.)

                      NICKY
          Take this stiff and pound it up your 
          fuckin' ass! Hit me again.

The DEALER looks to the PIT BOSS who nods 'okay'. He turns 
over a card. It's another paint, a queen. NICKY flicks the 
card to the DEALER's face.

                      NICKY
          Take this one and stick it up your 
          sister's ass! Hit me again.

The DEALER looks to the PIT BOSS again.

                      NICKY
          That's it, keep lookin' at him, you 
          fuckin' dummy. If you had any fuckin' 
          heart at all, you'd be out fuckin' 
          stealin' for a livin'.
               (Tossing the card at 
               the DEALER.)
          Hit me again.

The DEALER looks at the PIT BOSS.

                      NICKY
          What the fuck you keep lookin' at 
          him for, huh, you fuckin' pu-

The DEALER deals him another paint.

                      NICKY
          Look at this, twenty fuckin' paints 
          in a row. Hit me again!

ACE enters the casino with SHERBERT.

                      MARINO
               (To NICKY)
          He's here.

                      NICKY
               (To the DEALER)
          You should pay as fast as you collect, 
          you know.

NICKY gets up to go over to ACE, glowering at SHERBERT as he 
walks past.

ACE and NICKY are partially hidden behind a pillar by the 
slot-machines.

                      ACE
          What are you doin'? You gotta get 
          out of here!

                      NICKY
          Hey, Sammy, tell this Jew motherfucker 
          over here to pay that marker.

                      ACE
          Nicky, Nicky, you're not listenin' 
          to me. I'm here to help you. What's 
          the matter with you?  You're gonna 
          bury us both.

                      NICKY
          Just give me the money. Fuckin' give 
          me the fuckin' money, Sammy.

                      ACE
          I'm gonna okay you ten and get you 
          even, and that's it. Then you got to 
          get out of here before the cops and 
          the newspapers are all over you.

To the PIT BOSS, holding up ten fingers.

                      ACE
          Ten and that's it.

He makes a throat cutting gesture with his hand. ACE leaves. 
NICKY turns to walk back to the table. He sees SHERBERT 
standing right behind him.

                      NICKY
          What are you starin' at, you bald-
          headed Jew prick?!

Before SHERBERT can answer, NICKY grabs the receiver off a 
wall phone and hits him across the face and back. SHERBERT 
falls to the floor. NICKY pulls the cradle off the pillar 
and tosses it down on his back. He and MARINO walk back to 
the table, SHERBERT winces on the floor in shock.

                      NICKY
          Sue me, you Jew fuck!

                      MARINO
          Let's get out of here.

                      NICKY
          What? Get out of here? I got a marker 
          comin'.

He puts some chips down on the table.

                      NICKY
               (To DEALER)
          Deal.

INT. OSCAR, THE LAWYER'S OFFICE - DAY

ACE and GINGER are seated across from OSCAR, their lawyer.

                      OSCAR
          I know, but everything's changed 
          now. You're talking about a divorce.  
          You're even asking for alimony 
          payments and... child support... and 
          now custody.

                      GINGER
          I just want what any divorced woman 
          would get.

                      ACE
          I mean she's only sober about two 
          hours a day. It's usually from eleven 
          in the morning until one in the 
          afternoon. And if I gave her her 
          money and her jewels now, you know 
          what she's gonna do? She's gonna 
          piss it all away in about a year, 
          and then where will she be?
               (To GINGER.)
          Where would you be then? Comin' right 
          back to me, right back to me.
               (To OSCAR.)
          Or finding some other excuse to come 
          and I - I -

                      GINGER
               (To ACE)
          We had a deal. Remember that?
               (To OSCAR.)
          He said if it didn't work out between 
          us, that I could get my things and I 
          could leave.

                      ACE
               (To GINGER, leaning 
               closer to her)
          Look in my eyes. Look in my eyes.

GINGER turns to him.

                      ACE
          You know me. Do you see anything in 
          these eyes that makes you think I 
          would ever let someone in your 
          condition take my child away from 
          me?
               (Pause.)
          Do you?  You know that won't happen.

                      ACE (V.O.)
          And after all this time... and as 
          hard as I tried, as much as I 
          wanted...

INT. ACES HIGH BACKSTAGE CORRIDOR/SHOWGIRLS' DRESSING-ROOM - 
DAY

ACE, with Kleenex sticking out of his collar to protect his 
shirt from his television make-up, walks back to the dressing 
room with TRUDY. She pecks his cheek before exiting to her 
own room. A security guard opens the door for ACE.

We follow him past numerous showgirls and costumes.

                      ACE (V.O.)
          ...I could never reach her. I could 
          never make her love me. I always 
          felt she should have gone for all 
          that money... being somebody for the 
          first time in her life, a home and a 
          kid. But that's not what happened. 
          It just didn't work out that way.

                      ACE
               (To the showgirls)
          Everything all right?

                      ACE
          I mean, what could we do? After a 
          while, we'd just take breathers from 
          each other. You know, little 
          separations. At that time, I remember 
          Ginger took Amy and went to Beverly 
          Hills. She was gonna spend a week or 
          so shopping.

ACE picks up the phone at a make-up table.

                      OPERATOR
               (Over telephone)
          Yes, Mr Rothstein.

                      ACE
               (Into telephone)
          Operator, the Beverly Hotel in Beverly 
          Hills, please.

EXT. LOS ANGELES. BEVERLY HOTEL - DAY

GINGER, sporting a new short hairstyle, and AMY exit and 
walk towards camera.

                      HOTEL OPERATOR (O.S.)
          Hello, Beverly Hotel.

                      ACE (O.S.)
          Mrs. Sam Rothstein, please.

                      HOTEL OPERATOR (O.S.)
          I'm sorry.  Mr. and Mrs. Rothstein 
          have checked out already.

TRACK BACK, AS GINGER SMILES, TO REVEAL LESTER DIAMOND.

                      LESTER
          Hey.

GINGER kisses LESTER.

INT. SHOWGIRLS' DRESSING-ROOM - DAY

                      ACE
               (Into telephone)
          M- Uh, Mr. and Mrs. Rothstein?

EXT. BEVERLY HOTEL - DAY

                      LESTER
               (To AMY)
          Hey, little Dale Evans.

GINGER laughs

                      HOTEL OPERATOR (O.S.)
          Yes, they both checked out.

INT. SHOWGIRLS' DRESSING-ROOM - DAY

                      ACE
               (Into telephone)
          Thank you.
               (He hangs up.)

INT. WAREHOUSE - NIGHT

ACE steps up to a public phone as it rings.

                      ACE
               (Into telephone)
          Hello.

                      FORLANO
               (Over telephone)
          Yeah.

                      ACE
               (Into telephone, sighs)
          Uh, my wife is w-with an old friend 
          of her i-in LA.

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE, BACK 
HOME - DAY

FORLANO is on the phone, taking notes with a pencil. GAGGI 
is sitting in the background.

                      ACE
               (Over telephone)
          Some low-life. A guy named Lester 
          Diamond.

INT. WAREHOUSE - DAY

                      ACE
               (Into telephone)
          My daughter's with 'em too and I 
          think they're gonna try and kidnap 
          her. Is there anybody you can send?

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE, BACK 
HOME - DAY

                      FORLANO
               (Into telephone)
          We'll take care of it.

FORLANO hangs up and walks over to GAGGI. We hear the doorbell 
from the following scene.

INT. ACE'S HOUSE - DAY

ACE opens the door to two Tangiers EXECUTIVES.

                      COUNT ROOM EXEC
               (To ACE)
          We got a number and an address.

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

ACE is standing behind his desk on the phone.

                      ACE
               (Into telephone)
          Hello.

                      LESTER
               (Over telephone)
          Hello.

                      ACE
               (Into telephone)
          Yeah, is this Lester? This is Sam...

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - DAY

                      ACE
          ...Rothstein. I want to talk to 
          Ginger. Put her on the phone.

                      LESTER
               (Into telephone)
          She's not here, Sam.

                      ACE
               (Over telephone)
          Lester...

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Into telephone)
          ...listen to me very carefully. I 
          want to talk to Ginger. I want my 
          kid back. I want her put on a plane 
          immediately.

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - DAY

                      ACE
               (Over telephone)
          I know she's there. Don't fuck around 
          with me.

                      LESTER
               (Into telephone)
          Uh, I'm not. Sam, I wouldn't...

He snaps his fingers to get GINGER's attention.

                      LESTER
          ...wouldn't do it. Yeah, no, I, I...

We see GINGER on LESTER's living-room couch, cutting lines 
of cocaine with a razor blade in front of MAY.

                      GINGER
               (Whispering to AMY)
          You shouldn't do this.

LESTER steps up to the living-room snapping his fingers to 
GINGER. She looks up.

                      ACE
               (Over telephone)
          You understand? Put her on the fuckin' 
          phone.

                      LESTER
               (Into telephone)
          Sam, I - I don't know where she is, 
          okay?

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      LESTER
               (Over telephone)
          So, l-l-l-listen, I te- I te- I tell 
          you - can I call you back in a few 
          minutes?

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - DAY

                      ACE
               (Over telephone)
          702 472 1862.

                      LESTER
          Mm-hm.
               (Pretending to write 
               it down.)
          1862. Okay, good. I'll call you right 
          b-

                      ACE
               (Over telephone)
          Right away.

                      LESTER
               (Into telephone)
          I'll call you right back.

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Over telephone)
          Right back.

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - DAY

                      LESTER
               (Into telephone)
          You got it.
               (He hangs up; then to 
               himself as he walks 
               through a doorway to 
               the living-room)
          Schmuck.
               (To GINGER.)
          All right. I just bought us a few 
          minutes. Want to get back at this 
          prick?

He sticks his finger in the coke and rubs it on his gums.

                      LESTER
          Hm?  Okay, you got, what, two million 
          dollars in that box?

GINGER snorts some cocaine.

                      LESTER
          Hey... you got a minute? Hey. He's 
          got two million in the box, am I 
          right?  Okay, you let him keep your 
          jewels. We take the cash and the 
          only other thing he cares about.
               (He points to AMY.)
          Huh?  Her majesty. We go to Europe. 
          You dye your hair, get some pl-

                      AMY
               (Interrupts)
          I don't want to go to Europe. I want 
          to go to see The Elephant Man.

                      LESTER
          We're not gonna go see any fuckin' 
          elephants, okay?

                      GINGER
               (To AMY)
          We'll go later.

                      LESTER
               (To AMY)
          We're going to Europe. Let the adults 
          talk.
               (To GINGER.)
          You dye your hair... you get plastic 
          surgery, like we talked about. Right?  
          You're the mother. How much do you 
          think he's gonna pay to get this 
          fuckin' kid back?

                      AMY
          I don't want to go to Europe.

                      LESTER
               (To AMY)
          Shut your mouth!

GINGER puts her hand over AMY's mouth.

                      LESTER
          You know where she gets this from!

                      AMY
          You shut up.

                      LESTER
          No, you - You want me to come over 
          there? I'll smack your face.

AMY sticks her tongue out at LESTER.

                      LESTER
          Don't give me any of your shit!
               (To GINGER.)
          Okay, this has always been a dream, 
          but we're going.

                      GINGER
          Lester - he called you here.

                      LESTER
          Right.

                      GINGER
          Here.

                      LESTER
          He was just on the phone.

                      GINGER
               (Sniffs)
          He called you right here.

                      LESTER
          I just talked to him.

                      GINGER
               (Sighs)
          So, he knows where you are. That 
          means he's sending some guys over 
          here probably right now.

                      LESTER
          Ginger... It means he's sitting by 
          the phone like a dumb-bell, waiting 
          for me to call him back. Now, I -

                      GINGER
               (Interrupting and 
               getting up)
          That's - Yeah, he's sitting by the 
          phone like a dumb-bell, just waiting 
          for you to call him back. That's 
          what he's -

                      LESTER
               (Interrupting)
          He's sittin' by the phone -

                      GINGER
               (Yelling)
          What do you think we're gonna do? 
          He's probably got guys outside the 
          fuckin' house!

                      GINGER
               (Gathering AMY, 
               hysterical)
          Get your bag! Come on, get your bag! 
          Get your things! Let's go!

                      LESTER
          It's this bullshit. It's just bullshit 
          right here. This is the fuckin' 
          problem, you know.

                      GINGER
               (Hysterical)
          Oh, what bullshit? What, do you want 
          to fuckin' talk it over now?

                      LESTER
          You're done yakkin', okay? You're 
          done yakkin' now?

                      GINGER
               (Grabbing her purse 
               and rushing AMY out)
          Go! Go! Get in the car! Go!

                      LESTER
               (Mimicking GINGER)
          'Go! Go! Go!'

EXT. GOLD RUSH - DAY

NICKY is leaning against a public phone. MARINO watches.

                      NICKY
               (Into telephone)
          You just relax. Nobody's killin' 
          anybody, do you hear?

                      GINGER
               (Over telephone)
          No, I really do. I think he's gonna 
          kill me.

                      NICKY
               (Into telephone)
          You just relax, and call me back 
          here in exactly an hour, on this 
          phone, and I'll see what I can do.

                      GINGER
               (Over telephone)
          Yeah, uh-huh... Okay.

EXT. LOS ANGELES STREET, PAY PHONE - DAY

AMY is swinging her purse at LESTER in the background.

                      GINGER
               (Into telephone)
          So, I'm gonna call you back in an 
          hour... at this number, and you're 
          gonna be there, right?

                      NICKY
               (Over telephone)
          I'll be there.

EXT. GOLD RUSH - DAY

                      NICKY
               (Into telephone)
          And listen, don't do anything else 
          crazy, okay? You all right? Okay.

EXT. LOS ANGELES STREET. PAY PHONE - DAY

                      GINGER
               (Into telephone)
          Bye.

She hangs up and walks over to LESTER and AMY who are 
fighting.

                      GINGER
          Just knock it off! Would you two 
          knock it off? Get in the car.

                      LESTER
          She started it. She started the whole 
          thing. I'm just standin' here.

GINGER opens the driver's side door.

                      LESTER
          You're not gonna drive. Don't even 
          think you're gonna drive.

                      GINGER
          No, I'm gonna drive.

                      LESTER
               (Stopping GINGER)
          No, I'm not gonna drive with some 
          crazy -

                      GINGER
               (Yelling)
          You're driving me nuts!

She walks around to the passenger door.

                      LESTER
          Get in the passenger's side! And I'm 
          sendin' this kid to Bolivia in a 
          fuckin' box.

EXT. ACE'S PATIO - DAY

Through glass doors we see ACE seated in his living-room. 
NICKY slips into frame and taps on the window, gesturing 
that he wants to talk. ACE signals for him to go around to 
the garage.

INT. ACE'S GARAGE - DAY

NICKY walks past GINGER's white Mercedes towards ACE.

                      NICKY
          Ginger -

He's cut off by ACE who points to the passenger's side of 
his Cadillac. NICKY walks around and gets in. ACE starts the 
engine to make it harder for anyone to listen in on their 
conversation.

ACE turns the volume down. He looks straight ahead, away 
from NICKY.

                      NICKY
               (After an awkward 
               moment)
          Ginger called me.

                      ACE
               (Polite, careful, 
               smoking a cigarette)
          Yeah.

                      NICKY
          I just told you. She called me.

                      ACE
          And what'd she want?

                      NICKY
          She was afraid to call you.

                      ACE
          Yeah, she's with that cocksucker 
          again... and they got Amy.

                      GINGER
          Well, that's why I'm here. She wants 
          to come back, but she's afraid you're 
          gonna whack her out.

                      ACE
          Yeah, they're gonna kidnap my kid. 
          What do you want?

                      NICKY
          I know. Why didn't you come to me? I 
          mean, this is family, it ain't 
          business. Meanwhile, you make calls 
          back home. Sammy, it makes us look 
          bad out here, you know what I mean?  
          Back and forth, this one and that 
          one, and, in the meantime, she's 
          gone anyway. Am I right?

                      ACE
               (Sighing)
          I don't know. What am I gonna do 
          with this woman? I don't know...
               (Pause.)
          She's drivin' me fuckin' crazy.

                      NICKY
          I think if you, uh, okay it, you 
          know, assure her that she's gonna be 
          all right, she'll come back.

                      ACE
          She's driving me fuckin' crazy.

                      NICKY
          Well, once you get her here, you 
          think about it, you know?  But get 
          the kid back here. She wants to come 
          back. That's the, uh, that's the 
          main thing here. You want your kid, 
          don't you? Huh?

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

GINGER is on the phone. In the background, AMY is acting up 
in the back seat of the car and driving LESTER crazy.

                      ACE
               (Over telephone)
          Hello.

                      GINGER
               (Sighs, into telephone)
          Hi, it's me.
               (Chuckling.)
          Just who you wanted to talk to, right?

                      ACE
               (Over telephone)
          Listen...

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

ACE is seated at his desk.

                      ACE
               (Into telephone)
          ...uh-uh-uh - I'm not gonna ask you 
          where you are, just please, put Amy 
          on a plane. Just put her on right 
          away, any plane to get her here right 
          away...

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

                      ACE
               (Over telephone)
          ...please. That's all I'm askin' 
          you.

                      GINGER
               (Into telephone)
          Do you... I mean... I don't think 
          she should go by herself.

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Sighs, into telephone)
          What do you mean?

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

                      GINGER
               (Into telephone, 
               holding back tears)
          What I mean is, you think if, uh, do 
          you think if I came back... do you 
          think you could forgive me?

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Into telephone)
          Uh,
               (sighs)
          I don't know. I gotta tell you, I 
          don't know.

                      GINGER
               (Over telephone)
          Right.

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

                      GINGER
               (Into telephone)
          I under-understand that. I-I know I 
          fucked up.

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Into telephone)
          What about the money? Uh, where's 
          the box?

                      GINGER
               (Over telephone)
          I gotta tell ya...

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

                      GINGER
               (Into telephone)
          ...I-I... made some mistakes and I 
          spent some money.

                      ACE
               (Over telephone)
          What's it...

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Into telephone)
          ...under?

                      GINGER
               (Over telephone)
          Pretty serious.

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

                      ACE
               (Over telephone)
          How serious?

                      GINGER
          It's, uh, it's under twenty-five.

                      ACE
               (Over telephone)
          It's under...

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Into telephone)
          ...twenty-five thousand?

                      GINGER
               (Over telephone)
          Yeah.

                      ACE
               (Into telephone)
          And...

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

                      ACE
               (Over telephone)
          ...the rest of the two million is 
          still there?

                      GINGER
               (Into telephone)
          Yeah, yeah, I got the rest.

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Into telephone)
          Okay, no big deal. That's okay. Yeah. 
          He got his twenty-five.
               (Sighs.)
          That I'll live with. Any more I 
          couldn't.

EXT. LOS ANGELES HIGHWAY. PHONE BOOTH - DAY

                      GINGER
               (Into telephone)
          Okay?

                      ACE
               (Over telephone)
          All right...

INT. ACE'S HOUSE, UPSTAIRS DEN - DAY

                      ACE
               (Into telephone)
          ...all right. Where are you? I'll 
          send a plane for you right away.

EXT. LAS VEGAS PRIVATE AIRPORT - NIGHT

ACE sees GINGER and AMY coming off the Tangiers private jet. 
GINGER wobbles a little as she comes down the ramp.

                      GINGER
               (Waving brightly)
          Hi, Sam.

ACE picks AMY up and hugs her, ignoring GINGER. They walk to 
the car and drive off.

INT. ACE'S CAR - NIGHT

AMY looks on from the back seat.

                      ACE
          So, what'd ya do with it?

                      GINGER
          With what?

                      ACE
          With the money.

                      GINGER
          He needed some clothes.

                      ACE
               (Sighs)
          Twenty-five thousand for clothes.

                      GINGER
          He wanted a watch, too.

                      ACE
          Twenty-five thousand for clothes and 
          a watch.

                      GINGER
          Mm-hm.

                      ACE
          Mm-hm.

                      MAITRE D' (O.S.)
               (From following scene)
          Mr. R...

INT. VEGAS RESTAURANT - NIGHT

ACE and GINGER, dressed for dinner just like any other couple, 
walk towards a table overlooking the colorful lights of 
downtown Vegas.

                      MAITRE D'
          ...good evening. Signora.

                      GINGER
          Gino.

                      MAITRE D'
          This way.

                      ACE (V.O.)
               (as they are led to 
               their table)
          The good part was, I had Amy back. 
          So, we went home, had the housekeeper 
          stay over, put the kid to bed, I 
          calmed myself down and we went to 
          dinner. I tried to keep things nice 
          and civil, you know.  But... hey, 
          twenty-five thousand for three suits? 
          That doesn't make much sense.

                      ACE
               (Seated across from 
               GINGER at a booth)
          First of all, he's not gonna wear f- 
          thousand-dollar suits. But let's say 
          he did, which he won't. How you gonna 
          get fitted for twenty-five suits in 
          three days?  I, um, I mean, how could 
          you get fitted that fast? I can't 
          get fitted that fast, and I pay twice 
          as much.

                      GINGER
          I bought him a watch too.

                      ACE
          Yeah.

                      GINGER
          Yeah.

                      ACE
          But even if you bought him a watch, 
          a really nice watch, one that he 
          thought was nice - and he doesn't 
          know what the fuck a good watch is - 
          so, you go, five, ten, twelve grand?

                      GINGER
          Yeah.

                      ACE
          At the most, which is impossible for 
          him.

She glances to the table behind them.

                      ACE
          Plus, at the most, three suits, a 
          thousand apiece. That still leaves 
          what?  Around ten thousand?

                      GINGER
               (Staring down at her 
               plate, trying to 
               restrain herself)
          Would you knock it off, Sam?

                      ACE
          I'm just tryin' to figure it out.

                      GINGER
          There's nothin' to figure out. I'm 
          home... we're workin' it out.

She lights a cigarette.

                      ACE
          Yeah, but I've been told that before, 
          'We're workin' it out.' You think 
          that you're home... after what you 
          just put me through with Amy, is a 
          favor to me?

She looks at ACE.

                      ACE
               (Pause)
          So, counting the watch, let's say 
          another four thousand for expenses 
          over the weekend... of which you 
          must have had a good time. I know he 
          did.  That's for sure. I know that... 
          fuckin' piece of shit had a good 
          fuckin' time. On my money. You might 
          as well have fucked him, which you 
          probably did anyway.

GINGER glares at him.

                      ACE
          You're lookin' at me a certain way. 
          You - you're teary-eyed, huh? You're 
          upset. You're a good actress, you 
          know that?  Good fuckin' actress. 
          You can fuckin' get that pity out of 
          people. I'm not a john, you 
          understand?  You always thought I 
          was, but I'm not. And I'm not a 
          sucker. That fuckin' pimp cocksucker. 
          He's lucky I didn't kill him last 
          time. Lucky he's fuckin' livin'.  
          And if you would've stayed with Amy... 
          and you would've ran away... you 
          would've been fuckin' dead.

GINGER scoots out of the booth and leaves.

                      ACE
          Both of you. Dead. Dead.

INT. ACE'S BEDROOM - NIGHT

Wide overhead of ACE alone in bed. Off-screen, we hear GINGER, 
a little drunk, on the phone.

                      GINGER (O.S.)
               (Whispering into 
               telephone)
          I cannot do it anymore. I can't 
          fuckin' live like this. It's not 
          right.

ACE's point of view as he moves towards the sound of GINGER's 
voice. He enters frame and stops to listen.

                      GINGER (O.S.)
          What are you? Yes, of course - He 
          doesn't come home at night.  What is 
          the big fuckin' deal? I go - Yes, 
          and I just - I can't fuckin' take 
          it. Why should I fucking take it? 
          That wasn't the deal. He acts like...  
          like I'm the only one around here 
          with a fuckin' past. He'll never let 
          me live it down.  Well... well, I 
          mean, I tried. What the fuck do you 
          think I came back here for? No, I'm 
          not!

ACE slips into the foyer where he can see GINGER's reflection 
in a glass door as she talks on the phone in the living-room.

                      GINGER
               (Whispering into 
               telephone)
          I want to have him killed. Yes, I 
          want him killed.  I've fuckin' had 
          it.

INT. ACE'S HOUSE, LIVING-ROOM - NIGHT

GINGER is on the phone.

                      GINGER
               (Into telephone)
          So, are you with me on this?

ACE steps up behind her. She gasps, still holding the phone.  
Petrified.

                      ACE
          You want to get rid of me? Here I 
          am. Go ahead, get rid of me
               (ACE grabs the phone.)
          Hello.

He hears nothing and throws the phone down near her.

GINGER rises and attacks ACE.

                      GINGER
               (Grunting)
          Yes! I fuckin' hate you! I can't 
          take it anymore!

ACE grapples with GINGER.

                      GINGER
          Yes, I want to kill you! I hate your 
          fuckin' guts!

                      ACE
          You hate my guts? I want you to come 
          with me now.

He drags her by her arms across the living-room hallway, 
into the bedroom.

                      GINGER
          Get off of me! Stop it!

                      ACE
          Come with me now! Come with me now. 
          Come with me now. I want you out of 
          here.

GINGER screams.

INT. ACE'S HOUSE, BEDROOM - NIGHT

                      ACE
          I want you out of here! I want you 
          out of here!

                      GINGER
               (Starting to get up)
          Let go of me! Let go of me!

INT. ACE'S HOUSE, BEDROOM CLOSET - NIGHT

He pushes her against the closet wall, and throws an overnight 
bag at her.

                      ACE
          Take your
               (kicking the bag)
          fuckin' bag and get out of here!

                      GINGER
          I'll go, but I want my money right 
          now!

ACE tosses clothes at her.

                      ACE
          You'll get your money! Don't worry.

GINGER squats down and starts to gather her stuff.

                      GINGER
          The arrangement is over!

                      ACE
               (Tossing clothes)
          No kidding. NO KIDDING!

                      GINGER
          And I still get my money. I need 
          some cash right now. You can't just 
          put me in the street.

                      ACE
          I'll get your cash. You haven't been 
          straight with me ever since I met 
          you! You never loved me in the first 
          place!  I need eyes in the back of 
          my fuckin' head with you, you fuckin' 
          bitch!

ACE walks past her to his side of the large walk-in closet. 
Racks and racks of her clothes are still hanging.

                      GINGER
          Love you?!

She tosses a pair of red shoes at him.

                      GINGER
          How could I love you?! How can I 
          love you?! You treat me like I'm 
          your fucking dog!

ACE leans down and opens a shoe box filled with money. He 
grabs as much cash as he can hold.

                      ACE
          You're lower than a dog!

                      GINGER
          Fuck you!

He walks up to her.

                      ACE
               (Shoving the bundles 
               of cash in her face)
          Here. Here. Is this enough money?! 
          Huh?  Will it last you two fuckin' 
          days? Take it, greedy bitch.
               (Stuffing the money 
               in her bag.)
          Take the fuckin' money you fuckin' 
          want.

                      GINGER
          I'm going to the bank and I'm getting 
          my jewelry too!

She puts on a white fur coat.

                      ACE
          Yeah, no kidding. Good! It opens at 
          9 a.m. Be there!

                      GINGER
          And don't send your guys down there 
          to stop me! I mean it.

She bends down to pick up her bag, but ACE insists on carrying 
it.

                      ACE
          I guarantee you, I will not stop 
          you.

INT. ACE'S HOUSE, BEDROOM/FOYER - NIGHT

GINGER and ACE walk through their bedroom to the front door. 
He's carrying her suitcase.

                      GINGER
          Stop! You aren't getting rid of me 
          with one fuckin' suitcase!

                      ACE
          You'll come back tomorrow and get 
          the rest. Just get out of here.

                      GINGER
          Fine.
               (Sniffs, walking back.)
          I'm takin' Amy.

                      ACE
               (Stopping her)
          You're not takin' Amy.

                      GINGER
          I am. I'm wakin' her up right now.

                      ACE
          You're stoned. You're a junkie. Get 
          out of here.

He opens the door and tosses her suitcase out.

                      GINGER
          I am not! She's my daughter too! 
          Goddamn you!

                      ACE
          Get out of here!

He shoves her out the door.

                      ACE
          Send my lawyers a letter.
               (Slamming the door 
               behind her.)
          God-fuckin'-damn you!

He locks the door, and peers through the peep-hole.

                      GINGER (O.S.)
               (Through the doors as 
               ACE walks away)
          You're not getting away with this! 
          You're not gonna fuck me out of my 
          end!

EXT. ACE'S HOUSE, FRONT YARD - NIGHT

GINGER is furious. She picks up the suitcase and walks up to 
her sportscar.

                      GINGER
          Fucker!
               (Sobs.)

She drives off.

INT. ACE'S BEDROOM - NIGHT, LATER

ACE is lying awake in bed smoking a cigarette, watching the 
casino's Eye in the Sky surveillance monitors. He hears a 
car turn into his driveway. He sees the car's headlight beams

                      ACE (V.O.)
          The funny thing was, that after all 
          that... I didn't want her to go. She 
          was the mother of my kid. I loved 
          her. And later... I realized I didn't 
          want to give her the money, because 
          if I did... I knew I'd never see her 
          again.

ACE reaches over to take GINGER's hand - she slowly takes 
hold of his.

INT. ACE'S HOUSE, KITCHEN - DAY

GINGER is getting AMY ready for school. ACE enters as AMY is 
on her way out. He holds her face in his hands and kisses 
her.

                      ACE
               (Affectionately)
          Oh. Have a good day at school.

                      AMY
          Okay.

Amy exits.

                      ACE
          Okay? Okay, angel.

ACE walks over to GINGER who turns sullenly to look at him.

                      ACE
               (Clears throat.)
          From now on, I have to know where 
          you and Amy are at all times.

He takes a beeper out of his coat pocket and holds it up to 
GINGER.

                      ACE
               (Gently)
          Now, here's a beeper. I want you to 
          keep it on you. It's very light.  So 
          I can call you whenever I have to.

GINGER reluctantly takes the beeper.

                      ACE
               (Pause.)
          Okay?

She nods silently. He looks at her and turns, leaving her 
alone in the kitchen.

EXT. CONSTRUCTION TRAILER - EVENING

A very large trailer is in the middle of an empty construction 
site. GINGER's and NICKY's cars are parked outside.

                      NICKY (O.S.)
               (From trailer)
          Well, what are you supposed to do? I 
          mean, what do you want to do?  Do 
          you want to stay the way you are? 
          You want to stay like this?  You 
          can't do that.

INT. CONSTRUCTION TRAILER - EVENING

GINGER and NICKY are alone in the large trailer. They are 
sitting close together on a couch.

                      NICKY
          I mean, listen, two people don't get 
          along, at some point you gotta call 
          it... I mean, it's none of my 
          business, but I ... I think that's 
          what you gotta do. You gotta take it 
          somewhere -

                      GINGER
               (Smoking a cigarette)
          Oh, you're right, I know.  It's... 
          well, I was just -

                      NICKY
          What? What?

                      GINGER
          Nothin'.

                      NICKY
          What were you gonna say? Go ahead.

                      GINGER
          I don't -
               (Sighs.)

                      NICKY
          Tell me what you were gonna say. Go 
          ahead.

                      GINGER
          Yeah?

                      NICKY
          Yeah.

                      GINGER
          Well, I was thinkin', maybe... you 
          know somebody at the bank...  could 
          help me get my jewelry out?  There's 
          a lot of money in there. Lot of money 
          in there, and I'd be willing to take 
          care of anybody who helped me out.

                      NICKY
               (Pauses)
          Let me think about that.

                      GINGER
          Okay.

                      NICKY
          See who I got in there. Gotta get 
          somebody I can trust.

                      GINGER
          Mm-hm.

                      NICKY
          You know?

                      GINGER
          Yeah. 'Cause, you know,
               (leaning her head 
               back)
          He's never gonna give me my jewelry.

                      NICKY
          Hm.

                      GINGER
          He holds that key so tight, he's 
          probably got it stuck up his ass.

                      NICKY
               (Chuckles)
          Yeah, right. That's Sammy. And he's 
          probably got it there too.

Takes a sip of his drink.

                      GINGER
          He's so fuckin' lucky. I could have 
          buried him. I could have gone to 
          Europe and taken the baby. And then 
          he'd've tracked me down and he'd've 
          killed me.

                      NICKY
          No, he wouldn't. I would have.
               (GINGER chuckles.)
          And he'd've been right, too. I mean, 
          seriously.
               (She cuddles closer 
               to him.)
          Well, there's one thing you don't 
          do. You don't take a guy's kid and 
          then take off.

                      GINGER
               (Quietly)
          I didn't.
               (Chuckles.)
          I didn't. I mean, I did, but then I 
          did exactly what you told me to do, 
          and I came right back.

                      NICKY
          You did. You're right.

                      GINGER
          Exactly.

NICKY embraces her.

                      NICKY
          You did. I like that. I like that. 
          That's what I like about you. You 
          did the right thing.

                      GINGER
               (Playing with his 
               jacket)
          I did what you told me to.

                      NICKY
          Yes, you did.

                      GINGER
          'Cause you always tell me the right 
          thing to do.

                      NICKY
          Yeah.
               (Pause, with his arm 
               around her.)
          Boy, he really fucked himself up out 
          here -
               (She caresses his 
               face.)
          - didn't he?

                      GINGER
          Sure did.

                      NICKY
          Everything went to his head.
               (He sighs, rubbing 
               her neck.)

                      NICKY/GINGER
               (In unison)
          Changed.

                      NICKY
          He did. He ain't the same person, 
          right?

                      GINGER
               (Whispering)
          No, he's not.

                      NICKY
          He really thinks who the fuck he is, 
          I'll tell you that.

                      GINGER
               (Holding back tears)
          Exactly.
               (Sighs.)
          He hates me.

She rests her head on NICKY's shoulder, starting to weep.

                      GINGER
          He hates my fuckin' guts.

                      NICKY
          Come on, come on, you're a toughie. 
          You can take this.
               (Runs his hand down 
               her cheek.)
          Don't cry.

                      GINGER
               (Crying)
          I'm not as tough as you think I am.

                      NICKY
          Yes, you are.

                      GINGER
               (Sobbing)
          I'm not and he scares the shit out 
          of me. I never know what he's gonna 
          do.

                      NICKY
               (Whispering)
          Come on. Don't be scared.

                      GINGER
               (Softly, through tears)
          I need some help. I do. I need some 
          help.
               (Strokes his chest.)
          You gotta help me. I need a new 
          sponsor, Nicky.

GINGER's sobs subside a little and her hand starts to stroke 
NICKY's neck.

                      GINGER
               (Whispering)
          I do. I need a new sponsor.

                      NICKY
               (Quietly, cheek to 
               cheek)
          Is that what you want?

                      GINGER
          Yeah.

                      NICKY
          A sponsor.

                      GINGER
          Yeah.

                      NICKY
          Mm... okay. Don't worry about it. 
          Nobody'll fuck with ya anymore.  
          I'll take care of ya.

                      GINGER
               (Whispering)
          Nicky, please...

                      NICKY
          Yes, I will. It's what you want, 
          isn't it? Huh?

                      GINGER
               (Sobbing)
          Thank you. Yeah, yeah, yeah.

                      NICKY
          It's what you want?

                      GINGER
          Yeah. Uh-huh -

NICKY interrupts and kisses her. She kisses him back. He 
pushes her head down to his lap.

EXT. CONSTRUCTION TRAILER - NIGHT

NICKY opens the door to the trailer and peers out to make 
sure no one is watching.

EXT. FBI SURVEILLANCE CAMPER - NIGHT

We see past a chain-link fence to a camper. We hear the sound 
of photos being taken with a high-speed camera.

EXT. CONSTRUCTION TRAILER - NIGHT

We see GINGER and NICKY slip out of the trailer in the 
deserted work site.

                      FBI AGENT #1 (O.S.)
          You see that?

EXT. FBI SURVEILLANCE CAMPER - NIGHT

FBI MEN with long-lens cameras are recording the event on 
film.

                      FBI AGENT #1
          That's Ace's wife.

Still photos: NICKY and GINGER steal a kiss.

                      FBI AGENT #1
          Fantastic!

Still photos: Click. Click. GINGER and NICKY embrace.

EXT. CONSTRUCTION TRAILER - NIGHT

The AGENTS watch as GINGER and NICKY move towards their 
separate cars.

EXT. FBI SURVEILLANCE CAMPER - NIGHT

                      FBI AGENT #1
          This is great for the boss.

EXT. CONSTRUCTION TRAILER - NIGHT

GINGER gets into her car.

Still photos: Click: GINGER getting into her car. Click: 
NICKY getting into his car.

EXT. CONSTRUCTION TRAILER - NIGHT

NICKY and GINGER drive off.

INT. ACE'S KITCHEN - NIGHT

ACE is waiting for GINGER. He hears a car pull into the drive-
way, he gets up and looks out the sliding glass door. It's 
GINGER. He sits back down, motionless with a glass of milk. 
She walks in with a sack of groceries and some dry cleaning.

                      GINGER
          Hi.

She puts her purse and the groceries down on the kitchen 
counter, and hangs up the dry cleaning.

                      ACE
          Hi. You didn't answer your beeper.

                      GINGER
          I threw it away.

                      ACE
          You threw it away?

                      GINGER
               (As she puts some 
               items away)
          Look, I tried to do this thing. I 
          know that you want me to, but it's 
          just - You know, I'm driving down 
          the freeway and the fuckin' thing's 
          'beep-beep-beep-beep'. You know, I'm 
          in a restaurant and it's - it's 
          embarrassing. I don't want to do it 
          anymore.
               (Stopping suddenly.)
          Where's Amy?

                      ACE
          I put her to bed.

                      GINGER
          Oh.
               (Walking away towards 
               their bedroom.)
          I got your cigarettes.

INT. ACE'S HOUSE, BATHROOM - NIGHT

GINGER sets some items down on her dressing-table, in front 
of a mirror.

                      GINGER
          Oscar wants you to call him.

                      ACE
          So, who'd you go to lunch with?

                      GINGER
          With Jennifer.

                      ACE
          And where'd you go?

                      GINGER
          To the Riviera.

                      ACE
               (Pause)
          What'd you have?

                      GINGER
          I had a... salad.

                      ACE
          What did Jennifer have?

                      GINGER
               (Turning to ACE)
          She had the same.

                      ACE
               (Pause)
          Okay. I want you to call Jennifer 
          and I want you to tell her to tell 
          you what she had for lunch, and I'm 
          gonna listen in on the other line.

                      GINGER
          Why do you want to do that?

                      ACE
          You know why I want to do it. Just 
          do it.

                      GINGER
          Fine.
               (Walking out and down 
               the hall.)
          Just gonna get the bowl for my thing.

                      ACE
          Mm.

INT. ACE'S HOUSE, LIVING-ROOM - NIGHT

GINGER is on the hall phone, dialing. We hear a phone ring 
through the earpiece.

She waits a few seconds and hangs up.

                      GINGER
          The line's busy. There's nobody there.

She starts to walk away. ACE stops her, picks up the phone 
and dials. We hear JENNIFER answer.

                      JENNIFER
               (Over telephone)
          Hello.

                      ACE
               (Into telephone)
          Hello, Jennifer, it's Sam -

TIGHT ON GINGER'S FINGERS CUTTING OFF THE CALL.

                      GINGER
          All right... I didn't have lunch 
          with Jennifer.

                      ACE
               (Hanging up)
          Who were you with?

                      GINGER
               (Quietly)
          I was with somebody.

                      ACE
          I know you were with somebody. Who 
          was it?
               (Pause.)
          I just hope it's not someone who I 
          think it might be.
               (Sighs, then whispers:)
          I just hope it's not them.

                      ACE (V.O.)
               (Quietly)
          I knew she fucked around.
               (Sighing.)
          You know...

INT. ACE'S BEDROOM - NIGHT

The two of them are seated separately. GINGER is on the floor 
leaning against a chair, crying softly.

                      ACE (V.O.)
          ...she did what she did and I did 
          what I had to do. But, Jesus, Nicky 
          was the worst thing she could've 
          done.

                      ACE
          What if he won't stop?

                      ACE (V.O.)
          I mean, it could get us both killed.

                      GINGER
          I can back him off.

ACE sighs.

                      ACE (V.O.)
          She was very convincing...

EXT. LA CONCHA MOTEL - DAY

A neon signs reads: LA CONCHA MOTEL.

                      ACE (V.O.)
          ...when she wanted to be.

WE SEE A CANTED ANGLE OF A ROOM AND BALCONY WITH DRAWN 
CURTAINS.

                      ACE (V.O.)
          And... this... this is how she backed 
          him off.

INT. LA CONCHA MOTEL - DAY

GINGER and NICKY are making love on the bed, panting, grunting 
and gasping.

INT. LA CONCHA MOTEL - DAY

They have finished making love. NICKY is zipping up his pants. 
GINGER still sits on the bed smoking a cigarette.

                      NICKY
          Hey, Ginger... don't forget, if you're 
          challenged, you know, if he asks 
          anything, deny everything.
               (He walks up to her.)
          Do you understand? I don't want him 
          bringin' beefs back home ... 'cause 
          that could be a problem. You gotta 
          be careful. He's not dumb, you know? 
          You hear what I'm sayin', right?

Her arm and thigh are bruised.

                      GINGER
          I know. You don't have to tell me 
          that. What do you think, 
               (chuckling)
          I'm stupid?

She takes a drag off her cigarette.

                      NICKY
          Do I think you're stupid? No, I think 
          you're beautiful.
               (He bends down and 
               kisses her.)
          But I gotta go.

He exits.

                      ACE (V.O.)
          By this...

EXT. ALL-AMERICAN GAS STATION, BACK HOME - DAY

A car moves into the station and stops at a gas pump.

                      ACE (V.O.)
          ...time, Nicky had things so fucked 
          up on the streets, that every time 
          Marino went back home, the...

INT. ALL-AMERICAN GAS STATION, OFFICE AND GARAGE - DAY

Slow motion of MARINO walking through the front office past 
a few men. He tosses his cigarette butt and puts it out with 
his shoe. He looks nervous.

                      ACE (V.O.)
          ...packages got smaller and smaller. 
          It got...

INT. ALL-AMERICAN GAS STATION, GAGGI'S BACK OFFICE - DAY

MARINO takes a small stack of cash out of his coat. A seated 
GAGGI nods for one of his men to take the money.

                      ACE (V.O.)
          ...to the point when he walked into 
          the place... he didn't know whether 
          he was gonna be kissed or killed.

GAGGI's man takes the money.

                      GAGGI (O.S.)
          Frankie, I want to ask you something.

                      GAGGI
          It's private... but I want you to 
          tell me the truth.

                      MARINO
          Of course, Remo.

                      GAGGI
          I want you to tell me the truth, 
          mind you.

                      MARINO
          I always tell you the truth, Remo.

                      GAGGI
          Frankie... the little guy, he wouldn't 
          be fuckin' the Jew's wife, would he? 
          Because if he is... it's a problem.

FREEZE FRAME OF MARINO.

                      MARINO (V.O.)
          What could I say? I knew if I gave 
          the wrong answer, I mean, Nicky, 
          Ginger, Ace, all of 'em could've 
          would up gettin' killed.

FREEZE FRAME OF GAGGI.

                      MARINO (V.O.)
          Because there's one thing about these 
          old timers: They don't like any 
          fuckin' around with the other guy's 
          wives. It's bad for business.

ON MARINO'S FREEZE FRAME.

                      MARINO (V.O.)
          So, I lied... even though I knew 
          that by lyin' to Gaggi, I could wind 
          up gettin' killed too.

UNFREEZE - LIVE ACTION CONTINUES.

                      MARINO
               (To GAGGI)
          No. I ain't see anything like that.

                      GAGGI
          Are you sure?

                      MARINO
          I'm positive.  Remo... things are 
          very fucked up down there, you know?

                      GAGGI
          Yeah, I know. That's why I'm asking. 
          You see, my main concern is Nicky.

                      MARINO
          Hm.

                      GAGGI
          I want to know... if he's doin' all 
          right. If he's okay.

                      MARINO
          He's good. He's fine.

                      GAGGI
          I'm askin' you, Frankie, to keep an 
          eye on Nicky. Do it for me.

                      MARINO
          No problem.

                      GAGGI
          You see... I wouldn't want to be 
          jeopardizing anything for people who 
          are our friends. You understand?

                      MARINO
          I understand.

                      GAGGI
          Okay.
               (Pause.)
          Frankie, you're a good boy.

Pats MARINO's hand.

                      MARINO
          Thanks, Remo.

GAGGI drinks from his espresso cup. So does MARINO, looking 
over cautiously at the old man.

                      ACE (V.O.)
          By now, Nicky and his crew had already 
          hit rock bottom. I mean, Vegas really 
          got to him.

EXT. BAR PARKING LOT, LAS VEGAS - NIGHT

NICKY is punching a man who is leaning against a car. They 
are surrounded by MARINO, FUSCO, BLUE and HARDY. The man 
remains erect.

                      ACE (V.O.)
          The booze, the coke, the broads... I 
          mean, he got sloppy.  He just wasn't 
          the same Nicky anymore.

DOMINICK takes over. Exhausted, NICKY walks to his car and 
leans on the open car door.

                      MARINO
               (To NICKY)
          You must have drunk too much.

                      NICKY
          Go fuck yourself.

                      ACE (V.O.)
          I heard one night he had to belt a 
          guy three times before he finally 
          went down.

DOMINICK finally knocks the man down.

                      ACE (V.O.)
          In the old days, Nicky would've decked 
          him with one shot.

INT. ROOM - NIGHT

EXTREME CLOSE-UP OF A CAMERA FOLLOWING A LINE OF COCAINE AS 
IT IS SUCKED UP INTO A STRAW.

                      ACE (V.O.)
          You add this into the mix...

EXTREME CLOSE-UP LOOKING THROUGH THE STRAW AS THE COKE IS 
SNIFFED.

Maybe Vegas just got . . .

EXT. BAR PARKING LOT - NIGHT

NICKY and his crew get into their cars.

                      ACE (V.O.)
          ...to all of us. And his crew followed 
          him right over the edge.

The man is left alone on the ground of the dingy parking 
lot.

                      ACE (V.O.)
          They were all tuned up half the time 
          on coke. I mean, they started doin'...

EXT. BERNIE BLUE'S HOUSE, RESIDENTIAL STREET - NIGHT

BLUE gets out of his car with an aluminium foil package to 
confront the police.

                      ACE (V.O.)
          ...stupid things.

                      COP #1
          Watch it, partner, watch it!

                      ACE (V.O.)
          The worst was Blue.

                      BLUE
               (Belligerent)
          Hey, what do you guys want out of my 
          life, huh?

                      COP #1
          Police! Stay in the fuckin' car!

                      ACE (V.O.)
          He never knew when to keep his fuckin' 
          mouth shut.

                      COP #2
          He has a gun!

                      COP #1
          Drop your gun or I'll -!

                      BLUE
          Hey, fuck you!

                      COP #1
          Drop the gun!

BLUE is shot several times by both COPS. He falls on the 
ground, dead.

                      ACE (V.O.)
          The cops shot him. They shot Blue...

FLASHBACK - A LITTLE EARLIER

BLUE is yelling back at the COPS, holding the foil package.

                      ACE (V.O.)
          ...because they thought his hero 
          sandwich was a gun!

Freeze frame as the camera moves in on the wrapped sandwich 
in his hand.

                      ACE (V.O.)
          You know, they could have...

The COPS walk up to BLUE, who is on the ground amid shattered 
glass.

                      ACE (V.O.)
          ...been right, but who knows?

                      COP #1
          Jesus Christ! What gun? He's got a 
          fuckin' hero sandwich here.

                      COP #2
          What do you want? It - It's pitch-
          black out here. It's tin foil.

                      COP #1
          Pitch-black?! It -

                      COP #2
          It looked like a fuckin' gun!

                      COP #1
          You - You fuckin' moron, I'll be 
          filling out paper work for the next 
          two months because of you and this 
          piece of shit, you...

                      COP #2
          Oh my God, what are we gonna do? I'm 
          sorry.

                      COP #1
          ...fuckin' jerk-off.

                      ACE (V.O.)
          And to make matters worse, to get 
          even, Nicky's crew got stoned one 
          night and they started shootin' up 
          the cops' houses.

COP #1 plants a gun on the ground next to BLUE's legs using 
a handkerchief to avoid leaving fingerprints.

EXT. DETECTIVE'S HOUSE - NIGHT

The house explodes as gunfire riddles the front of a 
detective's home. MARINO, DOMINICK, FUSCO, HARDY and three 
HOODS in another car are spraying the home with machine-guns 
and shotguns.

EXT. GOLD RUSH - DAY

NICKY and MARINO emerge from the shop.

                      ACE (V.O.)
          I mean, it got to the point where 
          they couldn't even talk in the Gold 
          Rush anymore because the Feds put a 
          wire in the wall.

EXT. FBI STAKEOUT POST: MOTEL ACROSS FROM THE GOLD RUSH - 
DAY

Two FBI AGENTS with binoculars are watching NICKY and MARINO, 
trying to read their lips.)

                      ACE (V.O.)
          And even when they talked outside, 
          they had to cover their mouths 
          because...

                      LIP-READER
               (Lowering his 
               binoculars)
          Jeez, he's coverin' up again.

He raises the binoculars and looks through again.

                      ACE (V.O.)
          ...the Feds brought in lip-readers.

EXT. GOLD RUSH - DAY

NICKY and MARINO are outside talking. They are covering their 
mouths with their hands and constantly looking around.

                      ACE (V.O.)
          Nicky found out about it from a teller 
          who owed him money.  This guy 
          worked...

Voice-over trails off.

                      MARINO
          He asked me again about you and the 
          Jew's wife.

                      NICKY
          Walk, walk, walk. What'd you say?

                      MARINO
          He asked me again about you and the 
          Jew's wife.

                      NICKY
          Yeah, what'd you tell him?

                      MARINO
          I told him I didn't know nothin'. 
          But Jiggs and, uh, Tony Gorilla said 
          if you did anything, you're fucked 
          up.

                      NICKY
          You think he's goin' home, makin' a 
          beef behind my back?

                      MARINO
          Nah. You would've heard somethin'.

                      NICKY
          Yeah, what's to stop him?

                      MARINO
          I know. I know.

                      NICKY
          I don't trust him anymore. But they'd 
          never okay anything, you know?

                      MARINO
          Yeah, but they keep askin' about it.

                      NICKY
          Well, now, sure they're askin'. They 
          earn with the prick. I got a funny 
          feelin' he's gonna start a fuckin' 
          war or somethin'.
               (Pause)
          I'm not sure yet, you know. But I w- 
          You know, but you know what I want 
          you to do?

                      MARINO
          What?

NICKY looks suspiciously at a man walking by them.

                      NICKY
          Who's this guy? Who's this guy?

                      MARINO
          Oh, he ain't nobody.

                      NICKY
          You know what I want you to do? Get 
          a couple of guys to dig a hole in 
          the desert, then let 'em show you 
          where it's at.

                      MARINO
          Angelo and Buster.

                      NICKY
          Yeah, but I'm not sure yet.

                      MARINO
          They'll do it.

                      NICKY
          And when I'm ready, I'll say the 
          words, 'Go see the Jew.'

                      MARINO
          Yeah.

                      NICKY
          And you make it disappear, you know 
          what I mean?

                      MARINO
          Yeah, just let me know. But you gotta 
          be ready. You know what I'm talkin' 
          about?

                      NICKY
          Did I say to do anything yet? I said 
          I'm not sure... I'll let you know. I 
          want to think about it. Where're 
          these pricks at?

Looks for the FBI AGENTS.

                      MARINO
          Don't know.

                      NICKY
          Dominick said they're in the motel?

                      MARINO
          Yeah, either that or in the fuckin' 
          bank. I don't know. They're all over 
          the joint.

INT. JUBILATION NIGHTCLUB - NIGHT

ACE is seated at a table with SHERBERT, TRUDY, OSCAR and two 
showgirls. ACE is on the phone. It rings and rings, but 
there's no answer.

INT. ACE'S HOUSE - DAY

The camera pans from the bedroom hallway to the living-room 
as the phone rings.

INT. JUBILATION NIGHTCLUB - NIGHT

ACE hangs up.

                      ACE
               (Getting up from the 
               table)
          Be right back. I'll be right back.

He walks over to RUDY, the maitre d'.

                      ACE
          Rudy, any calls for me, just give 
          'em to Mr Sherbert. I'll be right 
          back.

                      RUDY
          Sure, Mr Rothstein. You'll be back...?

                      ACE
          I'm going home for a few seconds. 
          I'll be right back.

ACE hurries out. RUDY picks up the phone and dials a number.

                      RUDY
               (Into telephone)
          He's on his way home.

INT. LEANING TOWER - NIGHT

NICKY is on the phone. The place is jumping in the background.

                      RUDY
               (Over telephone)
          Yeah, he just left.

                      NICKY
          Yeah? All right.

He hangs up the phone and looks across the room at GINGER, 
who is seated in a booth smiling at him and picking the olive 
out of a Martini.

INT. ACE'S HOUSE - NIGHT

ACE gets home and can't find GINGER.

                      ACE
               (Looking around the 
               house)
          Hello? Hello! Ginger.

                      AMY
               (Faintly, from her 
               bedroom)
          Help, Daddy!

Fear strikes him and he runs to his daughter's room.

                      ACE
               (Knocking, turning 
               the doorknob)
          Amy! Amy, open the door!

                      AMY (O.S.)
               (From her room)
          I can't! I'm tied!

                      ACE
          Wh-wh -

ACE slams his shoulder against the door, trying to knock it 
down.

INT. ACE'S HOUSE, AMY'S BEDROOM - NIGHT

ACE forces it open and sees that AMY's arms have been tied 
to her bed with stockings. AMY screams.

                      AMY
          Dad!

                      ACE
          What happened? What happened? Who 
          did this to you?

                      AMY
          Mommy.

                      ACE
          I'm gonna get a knife and cut you 
          loose, honey, I'll -

                      AMY
               (Panting)
          Oh, no, please, please.

She tries to keep him from leaving her.

                      ACE
               (Bending down, kisses 
               her)
          Okay, I'll be right back.

ACE cuts AMY loose with a knife.

                      ACE
          When did this happen, honey?

                      AMY
          I don't know.

She gets up and hugs her father.

                      ACE
          You don't know? What time did your 
          mother do this? When did she leave?

                      AMY
          I don't know.

                      ACE
               (Comforting AMY as 
               she moans)
          Ohhh...

He kisses her. They get up from the bed when the phone rings.

INT. ACE'S HOUSE, LIVING-ROOM - NIGHT

ACE walks to the phone.

                      ACE
               (Into telephone)
          Hello.

                      NICKY
               (Over telephone)
          Sammy.

                      ACE
               (Into telephone)
          Yeah, uh, who's this?

                      NICKY
          It's me.

                      ACE
               (Into telephone)
          Nick?

INT. LEANING TOWER - NIGHT

DOMINICK looks on as NICKY talks on the phone.

                      NICKY
               (Into telephone)
          Yeah, what are you doin'? You okay?

                      ACE
               (Over telephone)
          No, I'm not okay.

INT. ACE'S HOUSE, LIVING-ROOM - NIGHT

                      ACE
               (Into telephone)
          How'd you know I was here?

                      NICKY
               (Over telephone)
          Well...

INT. LEANING TOWER - NIGHT

DOMINICK and MARINO look on.

                      NICKY
               (Into telephone)
          ...uh, you know, I just wanted to 
          talk to you a minute.

                      ACE
               (Over telephone)
          Well...

INT. ACE'S HOUSE, LIVING-ROOM - NIGHT

                      ACE
               (Into telephone)
          ...Ginger's missing and she tied Amy 
          up and she locked her in her room. I 
          gotta find her. I don't know where 
          the hell she is.

INT. LEANING TOWER - NIGHT

                      NICKY
               (Into telephone)
          Yeah? Well, listen, Ginger's over 
          here at the Leaning Tower with me.

INT. ACE'S HOUSE, LIVING-ROOM - NIGHT

                      ACE
               (Into telephone)
          She's there with you?
               (Getting angry.)
          She's there with you?

                      NICKY
               (Over telephone)
          Yeah, she's here.

                      ACE
               (Into telephone)
          I'll be right there.

He hangs up and starts to leave.

INT. LEANING TOWER - NIGHT

                      NICKY
               (Into telephone)
          Uh, all right.

He hangs up and steps over to DOMINICK and MARINO.

                      NICKY
          He's comin' over.

                      DOMINICK
          Great!

INT. LEANING TOWER - NIGHT

High angle past the restaurant's neon sign to ACE's car 
screeching to a halt by the main entrance. He storms in.

INT. LEANING TOWER - NIGHT

ACE is stopped by NICKY in the foyer.

                      NICKY
               (Trying to calm him)
          Ace don't... listen, don't... don't 
          make a scene, all right?

                      ACE
          I want to just talk. I want to talk 
          to that Irish bitch.

                      NICKY
          She didn't know who to turn to.
               (Raising his hand 
               almost in a plea.)
          She... she didn't know where to turn. 
          She was tryin' to save your marriage.

                      ACE
          Yeah? Nicky, I want to talk to that 
          fuckin' bitch.

                      NICKY
               (Menacing)
          Hey, be fuckin' nice. Calm. Be nice. 
          Don't fuck up in here.

ACE pauses for a beat, realizing that NICKY is standing in 
his way and could be dangerous. ACE gives him a wide berth.

We follow ACE through the crowd to GINGER, seated in a booth. 
He sits down angrily across from her.)

                      GINGER
               (Stoned, smoking a 
               cigarette)
          Hi, Sam.

                      ACE
               (Quietly)
          I mean, you tie up our kid and you 
          lock the fuckin' door?  Are...

                      GINGER
          Oh...

                      ACE
          ...you out of your mind? That's our 
          child. Are you out of your fuckin' 
          mind?

                      GINGER
          It's just for a little while, Sam. 
          The baby-sitter wasn't there.

                      ACE
          I ought to fuckin' have you committed. 
          You fuckin' do that again,
               (pointing his finger 
               at her)
          I'll f-, I'll f-

                      GINGER
          She wasn't gonna get up. I was just 
          gonna be out for a little while.

                      ACE
          I should have -

                      GINGER
          I mean, she was asleep. I was going 
          to be right back before she even 
          woke up.

                      ACE
          Listen to me, listen to me, listen 
          to me.
               (Pounding his fist on 
               the table.)
          Listen, you fuckin' cunt.

                      GINGER
          Oh, sh-

                      ACE
          Listen to me.

                      GINGER
          Fuck you.

                      ACE
               (Knocking her drink 
               over)
          Let me tell you something.
               (Pointing.)
          Listen to me.

                      GINGER
          I w- I was gonna be back before she 
          woke up.

                      ACE
          You listen carefully! You ever fuckin' 
          touch her again, you ever do anything 
          like that again, I'll fuckin' kill 
          you.  Pure and simple. Do you hear 
          me? Pure and fuckin' simple, I'll 
          fuckin' kill you, you bitch.

                      GINGER
               (Leaning in to him)
          Why don't you just let me go, Sam?

                      ACE
          You fuckin' whore!

                      GINGER
          I'll sign anything you want me to 
          sign, okay?

                      ACE
          You understand? What? Let you go?

                      GINGER
          I just want the key to my jewelry, 
          and I want you to let me go.

                      ACE
          You want your jewelry?

                      GINGER
          I want you to let me go.

                      ACE
          And what? And let you disgrace me, 
          you fuckin' pig? And let you disgrace 
          me?  Get up. Get up and be a mother. 
          Get in the car and go to the house...

GINGER darts a look to NICKY who is at the bar, watching 
anxiously. He gestures with his head for her to leave.

                      ACE
          Right now. Get up and -

ACE notices her look at NICKY but when he turns to see what 
she's looking at, he just misses NICKY's gesture. ACE grabs 
GINGER by her collar.

                      ACE
          Get - Get up! Get up!

                      GINGER
          I wou- I wouldn't do that if I were 
          you.

                      ACE
          Get - get up!

                      GINGER
          I wouldn't do that...

                      ACE
          Get up! Get going!
               (Pushing the table.)
          Get up!

NICKY gestures to her again.

                      GINGER
          I wouldn't -

                      ACE
          Get the fu-
               (Shaking the table.)
          You threatening me?
               (Making a fist.)
          I'll fuckin' kill you in this place!
               (Pointing to her.)
          Get up and go home right now.

GINGER gets up and leans in to shout at ACE.

                      GINGER
               (Barking)
          I'm going. I'm going, you -!

She grabs her purse and leaves. Patrons stare as ACE follows 
her out.

INT. ACE'S HOUSE, FOYER - NIGHT

GINGER follows ACE through the door. As soon as she closes 
the door behind her, ACE turns to face her.

                      ACE
          Now you need approval from him to go 
          home?

                      GINGER
          So what? So who fuckin' blew you in 
          the parking lot before you came in... 
          huh?

                      ACE
               (Disgusted)
          You make me sick, you fuck. Once a 
          fuckin' hooker, always a hooker.

                      GINGER
          Oh, fuck you! Fuck you, Sam Rothstein!
               (Opening the door.)
          Fuck you!

A furious GINGER turns around and storms out, slamming the 
door.

INT. ACE'S HOUSE KITCHEN - NIGHT

Through the kitchen sliding glass door: GINGER's engine roars 
and tires screech as she tears away in her her sportscar. 
ACE dials the phone.

                      ACE
               (Into telephone)
          Yeah, Billy Sherbert, please. Put 
          him on.

                      SHERBERT
               (Over telephone)
          Who's this?

                      ACE
               (Into telephone)
          Yeah, Bill, listen, I'll explain to 
          you later. Just - You - You got a 
          gun at home? Yeah. Bring it over 
          here right away.

INT. JUBILATION NIGHTCLUB - NIGHT

SHERBERT is still at the discotheque.

                      SHERBERT
               (Into telephone)
          Okay. Just take it easy.

                      ACE
               (Over telephone)
          Right away. Okay?

                      SHERBERT
               (Into telephone)
          I-I'll do it.

INT. ACE'S KITCHEN - NIGHT

                      ACE
               (Into telephone)
          Okay.
               (He hangs up.)

EXT. LEANING TOWER - NIGHT

GINGER's car screeches into the parking lot and she jumps 
out, leaving her car oor open and engine running. A valet 
parker approaches.

                      GINGER
               (To VALET PARKER)
          Leave it where it is.

INT. LEANING TOWER, FOYER - NIGHT

GINGER bursts in. MARINO tries to calm her down.

                      GINGER
          Where is he? Goddamn it! I want that 
          Jew bastard killed! I have fuckin' 
          had it!

NICKY walks in from the restaurant.

                      MARINO
          Calm down, calm down. Shh!

                      NICKY
          Shh.
               (To MARINO.)
          Hide her car in the back!

He pulls her by her arm to a storage room upstairs.

                      GINGER
          There's no reason to hide my car. He 
          already knows! 
               (Walking up the stairs.)
          He threw it in my face! The second I 
          get out of here, I -

INT. LEANING TOWER, UPSTAIRS STORAGE ROOM - NIGHT

GINGER is enraged and panting.

                      NICKY
          What did I tell you? Supposing he 
          goes back home and makes a fuckin' 
          beef?  I gotta know exactly what you 
          said. Tell me what you said to him.

                      GINGER
          Me? I said... nothin'. I said, I 
          said, 'No, no, no.' Everything he 
          said, I just kept sayin' no.

                      NICKY
          I told you this was fuckin' dangerous. 
          Remember I said, 'Ginger, this is a 
          dangerous situation. Be very careful.' 
          You fuckin' yessed me to death.

                      GINGER
          If it's so fuckin' dangerous, then 
          why don't you kill him?

                      NICKY
          I'm not gonna kill him. Shut the 
          fuck up. What, do you know what you're 
          talkin' about? I'm not killing anyb-

                      GINGER
               (Interrupting)
          Oh, well, then, have him killed and 
          get it over with.

                      NICKY
               (Loud and angry)
          Hey, don't be such a fuckin' smartass, 
          will you?  I mean, I know the fuckin' 
          guy thirty-five years, I'm gonna 
          fuckin' whack him for you?  Fuck... 
          motherfucker! I knew this, I knew 
          it.

                      GINGER
          What about my money?

                      NICKY
               (Raising his voice 
               even more)
          How the fuck am I gonna get your 
          fuckin' money now? You think he's 
          gonna give you fuckin' money? Are 
          you out of your mind?!  Look what 
          you just did to this fuckin' guy!  
          If you would have just kept your 
          fuckin' mouth shut!
               (Walking away.)
          Ah, what the fuck is the use? I 
          should've never got invol-

GINGER screams and attacks NICKY.

                      NICKY
               (Grappling with her)
          What? Hey! Hey! What the fuck are 
          you... ?

NICKY slaps her roughly across the face, grabs the back her 
jacket and forcefully leads her to a stairway.

                      GINGER
          Ah, you fuck! You're such a fuckin' 
          asshole!

                      NICKY
          Get the fuck out of here. Get out! 
          Get the fuck out!

Shoves her down the stairs. GINGER yells and gasps on her 
way down.

                      MARINO (O.S.)
          (From bottom of stairway)
          Whoa. Calm down.

                      NICKY
               (Behind GINGER)
          Get out. Get out! Get out!

                      MARINO (O.S.)
          Take it easy!

                      NICKY
          Why'd I get involved with this fuckin' 
          nut in the first place? Get out!

                      MARINO
          You're gonna fuckin' kill her. Take 
          it easy.

                      NICKY
               (Pushing a sobbing 
               GINGER out the back 
               door)
          Get her the fuck out of here. Get 
          her out of here.

EXT. LEANING TOWER, BACK DOOR/REAR PARKING LOT - NIGHT

MARINO throws GINGER out the back door. She falls on her 
side, crying.

                      NICKY
          Get the fuck out of here.

                      GINGER
               (Sobbing, getting up)
          I don't need you! I have my own 
          fuckin' money!

                      NICKY
          All right, all right.

She stumbles to her car.

                      GINGER
          I'm going' to the FBI! I'm not scared 
          anymore!

                      NICKY
          All right. Be careful.

                      GINGER
          You fucked with me for the last time!

                      NICKY
          Okay, yeah.

INT. LEANING TOWER, BACK DOOR - NIGHT

NICKY and MARINO are seated at the back door watching GINGER 
screech out of the parking lot.

                      NICKY
          Be careful.
               (To MARINO.)
          Hey, come on. Get inside.

They turn and walk back inside. MARINO leans on a wall next 
to the kitchen.

NICKY has scratches on his hand and face.

                      NICKY
          Can you fuckin' believe that?
               (Showing MARINO his 
               scratches.)
          Look at this motherfucker.

NICKY sits on the bottom step across from MARINO, who sighs. 
Cooks mill around in the background.

                      NICKY
          I fucked up, Frankie. I fucked up 
          good this time. Should have never 
          started with this fuckin' broad.

                      MARINO
          Take it easy. What could you do? I 
          mean, she threw herself at you, right?

                      NICKY
          I'm in a bad fuckin' spot here. You 
          know that? Bad fuckin' spot.

He puts his head in his hands.

INT. ACE'S HOUSE, KITCHEN - NIGHT

We see SHERBERT approach the sliding glass door holding a 
shotgun. ACE lets him in, locks the door and grabs the gun 
from him.

EXT. ACE'S HOUSE, LIVING-ROOM - NIGHT

Through the sliding patio doors, we see ACE and SHERBERT 
making sure all the doors are locked and the lights are turned 
off.

                      ACE (V.O.)
          I already left the kid with neighbors 
          and I had about a million in cash 
          and jewels that I gave to Sherbert 
          to lock up in the hotel.

                      ACE (O.S.)
               (From following scene)
          Put this in the...

INT. ACE'S HOUSE - NIGHT

ACE leads SHERBERT to the front door as he stuffs a shoebox 
filled with cash and jewels in a bag and hands it over to 
him.

                      ACE
          ...hotel safe, then I want you to 
          come right back. 

ACE shuts the down behind him and switches off a light. The 
room goes black.

EXT. ACE'S HOUSE - MORNING

A crisp, sunny morning. SHERBERT's car is parked on the street 
in front of the house.

INT. ACE'S HOUSE, UPSTAIRS DEN - MORNING

An exhausted ACE, in his robe, and SHERBERT are seated across 
from each other at the bar with the shotgun displayed 
prominently on the counter between them.

EXT. NEIGHBORHOOD STREET, ACE'S HOUSE - MORNING

Camera pans with GINGER's car as it approaches the driveway 
and crashes into the back of ACE's parked car.

INT. ACE'S HOUSE, UPSTAIRS DEN - MORNING

ACE and SHERBERT react to the noise. SHERBERT grabs the 
shotgun. ACE looks out the window at GINGER ramming her car 
into his.

                      ACE
          She, she's alone. Just go. Take the 
          gun and go into Amy's.

                      GINGER (O.S.)
               (Screaming)
          You get down here!

                      ACE
               (To SHERBERT as he 
               walks around the bar 
               with the gun)
          Just wait there for me!

                      GINGER
               (From driveway)
          Get down here and talk to me, goddamn 
          it! Don't fuckin' ignore me! You 
          motherfucker!

SHERBERT exits. ACE runs over to the stairs and starts down 
them.

EXT. ACE'S HOUSE - MORNING

GINGER repeatedly smashes into ACE's car.

                      GINGER
               (From her car)
          I mean it!

ACE emerges from the front door, taking cover behind a brick 
column.

                      GINGER
          You come down here right now! Come 
          down here and talk to me, goddamn 
          it! Fuck you! Goddamn you, come out 
          here!  I'm gonna drive this fucking 
          car through the living-room!

She starts to drive it across the lawn. ACE darts back towards 
the front door. GINGER's car stops in front of the porch.

                      GINGER
               (Getting out of the 
               car to confront ACE)
          You fucking coward! You motherfucker!

She slips and falls on the lawn.

                      GINGER
          You come out here and talk to me, 
          you fucker!

                      ACE
               (From the porch)
          Will you stop it? You're drunk, you're 
          on drugs. You're gonna -

                      GINGER
          I am not!

                      ACE
               (Pointing to her)
          You're gonna be sorry if you don't 
          stop that.

                      GINGER
          Don't you threaten me!

                      ACE
          You'll wake the whole neighborhood!

                      GINGER
               (Kicking the hedges)
          Don't you threaten me!

EXT. NEIGHBOR'S HOUSE ACROSS THE STREET - MORNING

A female neighbor walks out of her house. A man from the 
house next door does the same. We see AMY watching from the 
neighbor's window.

                      GINGER (O.S.)
          You are not threatening me anymore!

                      ACE (O.S.)
          I'm not -

EXT. ACE'S HOUSE - MORNING

GINGER is bending down, breaking off branches from some plants 
and throwing them at ACE.

                      GINGER
          You fuck! You fuck! I'm sick of you!

ACE flinches as a handful of leaves hits his face.

                      GINGER
          I am fuckin' Nicky Santoro! I am! 
          He's my new sponsor!

ACE gestures towards the neighbors who are watching. A squad 
car pulls into the driveway.

                      GINGER
               (To ACE)
          What about that, you fuckhead?!
               (To neighbors.)
          What are you looking at? Fuck off!

Two COPS walk up the driveway towards GINGER.

                      COP #1
          Hey!

                      COP #2
          Hey!

                      GINGER
               (To neighbors)
          Go back inside! This is none of your 
          business!
               (To ACE.)
          I don't have to take your shit all 
          the time anymore.

                      COP #1
          Hey.

                      GINGER
          I'll to the FBI!

                      COP #2
          Mrs. Rothstein, hey.

                      GINGER
          I will go to the police! I am not
               (kicking hedge)
          Protecting you anymore, you fuck!

                      COP #1
          Mrs Ro- Mrs Rothstein! Okay, shh!

                      GINGER
          He won't...

EXT. FBI SURVEILLANCE CAMPER - MORNING

An FBI AGENT is parked down the block, photographing the 
scene through a long-lens camera.

                      GINGER (O.S.)
          ...let me inside!

INT. FBI SURVEILLANCE CAMPER - MORNING

On the FBI AGENT and his camera as he photographs the scene.

                      GINGER (O.S.)
          He won't let me in my own house!

EXT. ACE'S HOUSE - MORNING

FREEZE FRAME: COP #1 TUGGING AT GINGER'S JACKET.

UNFREEZE: LIVE ACTION CONTINUES AS SHE PULLS AWAY FROM HIM.

                      COP #1
          Mr Rothstein. Mr Rothstein, I'm sorry. 
          We've got some complaints about - 
          about the noise.

                      GINGER
          I'm just trying to get in my house!

                      COP #1
          I understand.

                      GINGER
          He won't let me go in my house!

                      ACE
          I won't let her in. I'm sorry, Randy, 
          I'm not gonna let her in. She - Well, 
          I'm not gonna let her in, the way 
          she's behaving. I'm - I'm -

                      GINGER
          Not gonna let me in?

                      ACE
          Who knows what you're gonna do in 
          there? I don't want you -

                      GINGER
          What do you mean, what am I gonna 
          do? I'm in the same clothes for two 
          days! I want to get a few of my 
          things! Big deal!

                      COP #1
          All right. Okay, okay.

                      COP #2
          Mr Rothstein, why don't we just let 
          her in the house and get a few of 
          her things?  That way she'll get out 
          of here. This is half her house 
          anyway.

                      ACE
          I'm afraid to let her in the house.

                      GINGER
          Oh, you are...

                      ACE
          I'm afraid she's gonna destroy stuff.

                      GINGER
               (Kicking, pulling up 
               plants and throwing 
               them at ACE)
          Let me in the house! Fucker!

COP #1 holds her back.

                      GINGER
          Fucker!

                      COP #1
          Please.

                      ACE
          Should I let her in like - ?

                      GINGER
          You ought to be afraid, the way you 
          fuckin' treat me!

                      COP #1
          Hey, Mr Rothstein, it'll make it a 
          lot easier on everybody here if we 
          just let her in the house.

                      COP #2
          If we let her get a few of her things 
          we'll be out of your hair.

                      ACE
          If she calms down, I will let her in 
          the house.

                      GINGER
               (Pants, yelling)
          I am calm!

                      ACE
          If she calms down...

                      COP #1
               (To GINGER)
          No, you're not calm.

                      ACE
          ...I will let her in the house for 
          five minutes if you gentlemen will 
          escort her out if she happens not to 
          want to leave. Because I don't - I -

                      GINGER
               (To COP #1)
          Can I go in?

                      COP #1
          That's not a problem, that's not a p-

                      GINGER
          Can I go in?

                      COP #1
          Jeff, would you go in with her?

GINGER walks towards the front door.

                      COP #2
          We can do that. Absolutely. Yes. 
          Absolutely.

                      GINGER
          Yes, fine!  Fine!
               (In ACE's face as she 
               brushes past him.)
          Fuck you!

EXT. FBI SURVEILLANCE CAMPER - MORNING

The FBI AGENT taking photographs.

We see a series of surveillance photos of GINGER, ACE and 
the COPS on the front lawn.

EXT. NEIGHBOR'S WINDOWS - MORNING

AMY is watching her parents and the COPS across the street, 
until the housekeeper pulls her away into the house.

                      GINGER (O.S.)
               (From following scene)
          You wouldn't believe how mean he's 
          been to me. He's locked up...

INT. ACE'S HOUSE, UPSTAIRS DEN - MORNING

GINGER races up the stairs, trailed by COP #2.

                      GINGER
          ...most of my important stuff, all 
          my papers and things. And I have to 
          get 'em.

She walks across the room to ACE's desk.

                      GINGER
          So don't let him come in here 'cause 
          I know they're in here in the desk 
          and he's -

She tries to open the middle drawer but it's locked.

                      GINGER
          Fuck!
               (Going through a couple 
               of drawers.)
          Just pay attention. He could come up 
          here at any time.
               (Pants.)

She spots a pair of scissors on the desk. She tries to open 
the drawer with them.

                      GINGER
               (Then, to COP #2)
          Are you watching for him?

She finally pries the drawer open, breaking the tip of the 
scissors.  GINGER's hands open the drawer and she picks up 
the safe deposit keys.

                      GINGER
          Got 'em.

FREEZE FRAME ON THE GLIMMERING KEYS.

EXT. ACE'S HOUSE - MORNING

ACE and COP #1 are on the front porch talking.

                      ACE
               (Smoking, checking 
               his watch)
          Yeah, I don't want her in there more 
          than a few more minutes.

                      COP #1
          No, it's - it'll just be a couple of 
          minutes. We got other things to do 
          too, you know. He'll hurry her up. 
          How's everything else besides this?

                      ACE
          Fine, fine. How's your family?

                      COP #1
          Not bad, not bad. In fact, uh, my 
          wife's pregnant again.

                      ACE
          Oh, good.

                      COP #1
          Yeah.

                      ACE
          Congratulations.

ACE shakes his hand.

                      COP #1
          Thanks, yeah... I'm kind of happy 
          about this, you know.

INT. ACE'S HOUSE, BEDROOM CLOSET - MORNING

GINGER runs into the closet, bending down to search through 
the shoe boxes that usually contain money but are now empty.

                      GINGER
               (Kneeling, to COP #2)
          I just have to get this one more 
          thing and then we'll be - We can go.
               (She picks up an empty 
               shoe box.)
          Shit!
               (Gets up, picking up 
               a pair of ACE's shoes 
               and tossing them on 
               the floor.)
          God, fuck! Shit! God!
               (She runs out, taking 
               a fur coat off a 
               hangar. Then, grunting)
          Really pisses me off... 
               (To COP #2.)
          Don't worry about it.

COP #2 follows her out of the closet.

EXT. ACE'S HOUSE - MORNING

ACE, COP #1 and several neighbors wait as GINGER storms out 
with COP #2 carrying a small overnight bag.

                      GINGER
               (To the COPS but 
               looking at ACE)
          And it would be great if you guys 
          could follow me out of here, because 
          he's been threatening me.

GINGER walks to her car.

                      COP #2
               (To COP #1)
          Come on. I'm sorry.

                      COP #1
          Okay.

                      ACE
               (to COP #1, shaking 
               hands)
          Okay, Randy. Thank you.

                      COP #1
          All right, take care.

GINGER backs her car out, smashing into ACE's car once again.

EXT. ACE'S HOUSE, KITCHEN WINDOWS - MORNING

SHERBERT watches from a small, curtained window.

EXT. NEIGHBORHOOD STREET - MORNING

GINGER drives down the street followed by the police car. 
The FBI camper pulls out and follows the squad car following 
GINGER.

EXT. GINGER'S CAR - MORNING

GINGER is driving and crying.

                      GINGER
               (To herself, panting)
          I can't believe this.
               (Sighs.)

EXT. VEGAS BANK - MORNING

GINGER swerves into the bank, parks in front of the main 
entrance and gets out of her car. The COPS park behind her.

                      GINGER
               (To COPS, rushing 
               inside)
          I just need to pick up a little cash 
          inside.  Could you come with me?

EXT. FBI SURVEILLANCE CAR, ACROSS THE STREET - MORNING

Two more FBI AGENTS, with binoculars and a camera, photograph 
GINGER as she walks into the bank.

INT. VEGAS BANK VAULT - MORNING

A bank employee is helping GINGER unlock a safe deposit box. 
She pulls it out hurriedly.

INT. ACE'S HOUSE, UPSTAIRS DEN - MORNING

ACE is on the phone talking to CHARLIE CLARK. He's looking 
at the jimmied rawer, broken scissors and the missing keys.

                      ACE
               (Into telephone, 
               throwing the scissors 
               into the open drawer)
          Charlie, you've gotta - you've gotta 
          stop her!

                      CHARLIE CLARK
               (Over telephone)
          I-I'm sorry, Sam.

                      ACE
               (Into telephone)
          You've got to stop her.

                      CHARLIE CLARK
               (Over telephone)
          What can I do?

                      ACE
               (Into telephone)
          She's a fuckin' junkie. She's out of 
          her fucking mind.  Do you unders-

SHERBERT is behind ACE, listening.

                      CHARLIE CLARK
               (Over telephone)
          She has...

INT. VEGAS BANK - MORNING

CHARLIE CLARK is on the phone. GINGER, in the background, 
comes out of the vault and carries one of her boxes to a 
cubicle.

                      CHARLIE CLARK
               (Into telephone)
          ...the keys, and it's still in both 
          your names.

                      GINGER
               (Carrying the box, 
               slipping but catching 
               herself)
          Whoa.

                      CHARLIE CLARK
               (Into telephone)
          I'm sorry, there's nothing I can do. 
          I'd like to help...

INT. ACE'S HOUSE, UPSTAIRS DEN - MORNING

                      CHARLIE CLARK
               (Over telephone)
          ...but I can't.

                      ACE
               (Into telephone)
          Legally, she can't take that stuff. 
          Legally, she can't take the stuff.

                      CHARLIE CLARK
               (Over telephone)
          No, Ace.

                      ACE
               (Into telephone)
          Half of everything is mine.

                      CHARLIE CLARK
               (Over telephone)
          Ace, listen to me.

                      ACE
               (Into telephone)
          Half - I'm comin' down.
               (He hangs up.)

EXT. ACE'S HOUSE, DRIVEWAY - MORNING

ACE and SHERBERT get into ACE's damaged car. A metal strip 
dangling from SHERBERT's door scrapes the pavement as they 
pull out.

INT. VEGAS BANK - DAY

GINGER opens the safe deposit box, which is filled with bound 
stacks of cash.

She grabs handfuls in a frenzy, some fall off the counter to 
the floor.

                      GINGER
          Shit! Oh, goddamn it!

GINGER gets down on the floor to pick them up.

                      GINGER
               (Then, to COPS who 
               are watching)
          Um, I'm gonna need a bag. If you 
          could just ask the guy for a big 
          bag, okay?

                      COP #1
               (To COP #2)
          Go get a bag, man.

                      GINGER
               (Looking up, offering 
               COP #1 some cash)
          And here. Here.

                      COP #1
          Lady, I can't. I can't. I ca-

COP #2 exits.

                      GINGER
          No, you can, you can.
               (Sobbing.)
          You've been so nice to me.

                      COP #1
               (Taking the money)
          I can't.

INT. VEGAS BANK - MORNING, A LITTLE LATER

COP #2 holds open a large canvas bag for GINGER.

                      COP #2
               (To GINGER)
          Like this?

                      GINGER
               (Struggling with two 
               handfuls of cash)
          Yeah, just hold the top open, all 
          right, and I can -

She starts to stuff the money in the bag.

EXT. FBI SURVEILLANCE CAR, ACROSS THE STREET - MORNING

The FBI AGENTS photograph GINGER leaving the bank.

EXT. VEGAS BANK - DAY

GINGER throws the canvas bag into the trunk of her car when, 
suddenly, she sees ACE's beat-up Cadillac approaching. She 
gasps.

                      GINGER
          Oh, God. It's him.
               (To COPS.)
          You have to stop him. You have to - 
          'Cause he said he was going to kill 
          me.

ACE jumps out of his car and runs toward GINGER, SHERBERT 
follows him out.

ACE is intercepted by the COPS who hold him back.

                      GINGER
          You just - Just stop him.

                      COP #1
          Mr Ro- Mr Roth- Mr Rothstein, where 
          you goin' -

                      ACE
          Stop -

                      COP #1
          Wait, hold on a second.

                      ACE
          Hey!

                      COP #1
          Hold on a second.

The COPS huddle around ACE and SHERBERT until GINGER's car 
pulls out of the bank.

                      COP #1
          Nothin' we can do about it. Nothin' 
          we can do. There's nothin' we can 
          do.

ACE, unable to pursue, watches GINGER speed away.

                      ACE
          Look, look. You can't stop her for 
          speeding? I mean, look what the hell 
          she's doing.

                      COP #1
          Speeding?

                      COP #2
          We're talkin' to you right now.

GINGER's car disappears into traffic. The FBI car across the 
street follows right behind her.

                      COP #2
          There's nothing we can do. She had 
          the key.

                      COP #1
          She's on the account. There's nothing 
          we can do.

EXT. FBI SURVEILLANCE CAR - MORNING

The AGENTS are following GINGER.

                      FBI AGENT #1
          Let's pull her over at that Citgo 
          Station.

                      FBI AGENT #2
               (Driving)
          Okay, let's do it.

FBI AGENT #1 puts a siren on top of the car's roof.

EXT. VEGAS STREET, CITGO STATION - MORNING

GINGER pulls over at a gas station, the FBI car with siren 
blaring right behind her.

EXT. VEGAS BANK - MORNING

A powerless ACE and SHERBERT are still standing in front of 
the bank with the COPS. COP #2 gives ACE a 'sorry' gesture.

EXT. CITGO STATION - MORNING

GINGER and the FBI AGENTS are standing by her car. She is 
distraught.

                      FBI AGENT #2
          We're - we're placing you under arrest 
          for -

                      GINGER
               (Sobbing)
          For what?

                      FBI AGENT #2
          We're placing you under arrest for 
          aiding and abetting -

                      GINGER
               (Through tears)
          What?

                      FBI AGENT #2
          We're placing you under arrest for 
          aiding and abetting a -

                      GINGER
               (Crying)
          But I'm just trying to leave.

                      ACE (V.O.)
          After all the threats and all the 
          bullshit, it turned out Ginger didn't 
          tell 'em anything. But by then, the 
          Feds didn't need her, anyway.

                      GINGER
               (Sobbing)
          But it was just mine.

                      ACE (V.O.)
          They had all the pieces they needed.

                      FBI AGENT #1
          Come on.

                      GINGER
          But I didn't do anything.

The AGENTS escort GINGER to their car.

                      ACE (V.O.)
          And everybody...

EXT. GOLD RUSH - NIGHT

Twelve FBI AGENTS with rifles, wearing 'FBI' armbands, charge 
into the parking lot and rush through the front door.

                      ACE (V.O.)
          ...began to tumble.

                      FBI AGENT #3
          FBI! We have a warrant!

                      ACE (V.O.)
          ...one after the other... just like 
          dominoes. Between Piscano complaining 
          on a wire.

EXT. GOLD RUSH - NIGHT, A LITTLE LATER

The FBI AGENTS escort DOMINICK, HARDY, FUSCO and MARINO out 
of the front of the shop.

                      ACE (V.O.)
          Between Nicky, Ginger, me and my 
          license... paradise... we managed to 
          really fuck it all up.

INT. NICKY'S HOUSE - NIGHT

We hear a doorbell ring. LITTLE NICKY, now ten years old, 
see FBI AGENTS approaching the house.

                      LITTLE NICKY
               (Getting up from the 
               couch)
          Mom!

                      JENNIFER (O.S.)
               (Into telephone)
          Yeah, well, someone's at the fuckin' 
          door now.

Jennifer's cousin opens the door; seven AGENTS storm in.

                      FBI AGENT #4
          FBI. We have a federal search warrant.

                      NICKY (V.O.)
          Right away, I got wind of the pinches 
          comin' down, so I took off. Who needs 
          to hang around for that bullshit?

                      FBI AGENT #4
               (To JENNIFER, showing 
               his badge)
          My name is Marc Caspar, Special Agent, 
          FBI.

                      JENNIFER
               (Defensive)
          Yeah, well,
               (grabbing the phone 
               and walking away)
          Can I make a fuckin' phone call?

                      FBI AGENT #4
               (Blocking her way as 
               she tries to get by 
               him)
          Hey, ho-hold it for a minute. You 
          can make a phone call, but you don't 
          have to talk to us like that.

                      JENNIFER
               (Slamming the phone 
               down on a table)
          Hey -

INT. TANGIERS CASHIER'S CAGE - DAY

NANCE is talking to a cashier behind the cage when FBI AGENTS 
with Gaming Board investigators DUPREY and AUSTIN enter the 
casino.

                      FBI AGENT #5
          FBI! Don't be alarmed.

NANCE rushes out a back door.

                      NICKY (V.O.)
          But they got almost everybody else.

                      FBI AGENT #5
          This area is seized.

                      DUPREY
          Grab everything in sight.

                      FBI AGENT #6
          Right.

                      DUPREY
               (Walking through a 
               door into the cage)
          Get the master account list!

                      AUSTIN
          I want all those papers seized, 
          regardless of what they are.

As AUSTIN and the others make their way into the soft count 
room, an AGENT puts up a yellow crime banner across the front 
of the cashier's window.

                      AUSTIN
          I want this area off-limits to 
          everybody.

INT. TANGIERS SOFT COUNT ROOM - DAY

The counters look on as several AGENTS seize the money boxes 
and stacks of cash from the glass table. DUPREY sifts through 
the Count Room Executive's notebook.

AUSTIN is at a cabinet looking through a ledger.

                      AUSTIN
               (Holding the book)
          Ah, yes, here we are. A little craps 
          figures.  [Actual amount taken from 
          craps tables before the skim.] Hey - 
          Hey.

                      ACE (V.O.)
          Green?

INT. GREEN'S MALIBU HOUSE - NIGHT

GREEN, wearing a tennis outfit and holding a racquet, is 
being questioned by FBI AGENT #8 who's showing him confiscated 
papers. Several AGENTS are searching the house.

                      ACE (V.O.)
          Don't even ask.

                      FBI AGENT #8
          Thirty thousand dollars...

                      GREEN
          No, he didn't. And that's why it 
          wasn't valid. I was being extorted, 
          all right?  I'm willing to tell you 
          whatever you want to know. I've got 
          nothin' to hide here.

                      NICKY (V.O.)
          Now, for the best...

INT. PISCANO'S HOUSE, LIVING-ROOM, KANSAS CITY - DAY

FBI AGENT #9 removes some ledgers from a a filing cabinet.

                      NICKY (V.O.)
          ...and I couldn't believe this shit. 
          Piscano's expense reports took the 
          cake.

AGENTS are wandering around the house, looking for evidence.

                      FBI AGENT #9
          Oh, this is good. Bingo!

                      NICKY (V.O.)
          He might as well have given them a 
          fuckin' blueprint.  Everybody's names, 
          address, dates, everything.

                      FBI AGENT #9
               (Crossing the room to 
               PISCANO)
          Look at this! That you so much, Mr 
          Piscano. How considerate of you. 
          Appreciate it.

                      PISCANO
          Those are my m- those are my mother's 
          books.

                      FBI AGENT #10
          You're under arrest.

                      NICKY (V.O.)
          What a fuckin' balloon head.

PISCANO gets more and more agitated as FBI AGENT #10 gets 
one cuff on him.

                      PISCANO
          What are you guys doin'?!

PISCANO gasps and clutches his chest, having a heart attack. 
The AGENT drops the cuffs and tries to help PISCANO as he 
collapses onto the floor.

                      FBI AGENT #10
          Take it easy, Artie. We just want to 
          talk to you.

PISCANO'S WIFE and the FBI AGENTS kneel down beside him.

                      PISCANO'S WIFE
               (Screaming)
          Artie, are you okay? Sweetheart? 
          Honey? Wait a minute! He's sick! 
          Artie! Oh, God!

She continues to scream as the AGENTS try to revive him.

                      FBI AGENT #10
               (To PISCANO's wife)
          Move back! Come on!

                      FBI AGENT #9
          Dave!

                      PISCANO'S WIFE
          He's sick! It's his heart!

                      FBI AGENT #9
          CPR! Now!

                      PISCANO'S WIFE
          Oh, God, is he breathing? He's not 
          breathing!

An FBI AGENT gives him mouth-to-mouth.

                      ACE (V.O.)
          Poor Artie. He got so upset he had a 
          heart attack and dropped dead right 
          there in front of his wife.

FBI AGENTS #9 and #10 restrain PISCANO'S hysterical WIFE.

                      PISCANO'S WIFE
          Artie!

                      FBI AGENT #10
          Calm down! Calm down!

                      PISCANO'S WIFE
          No, I won't calm down! He's my 
          husband!

                      FBI AGENT #10
          Stay out of the way!

                      PISCANO'S WIFE
          Artie! Artie!

                      FBI AGENT #10
          We can't help him if -

EXT. ACE'S HOUSE - DAY

ACE opens his front door and is confronted by two FBI AGENTS. 
He is shown pictures of NICKY and GINGER at the construction 
site.

                      ACE (V.O.)
               (Quietly)
          And at the end of the day, they 
          finally came to see me with the 
          pictures.

                      FBI AGENT #1
               (Pointing to the 
               pictures)
          Why protect a friend who betrayed 
          you like that?

                      ACE (V.O.)
          But I didn't want to look at 'em. I 
          didn't want to look at the guys who 
          brought 'em either.

ACE refuses to look at the photos and quietly closes the 
door on the AGENTS.

INT. FEDERAL COURT-HOUSE - DAY

GAGGI, FORLANO, BORELLI and CAPELLI are all in court. FORLANO 
and CAPELLI are breathing through masks and oxygen tanks 
with nearby doctors and nurses. GAGGI

has a cane in front of him. Several court spectators look 
on. We hear the bosses' lawyer speak.

                      LAWYER
          Your Honor, as you can see, my clients 
          are elderly and infirm. Any 
          incarceration could pose a serious 
          health risk. They are no danger to 
          the community and they pose no flight 
          risk.

                      NICKY (V.O.)
          When the bosses were arrested, some 
          of 'em were so old they needed doctors 
          at their arraignment.

                      LAWYER
          And Pre-trial Services recommends 
          that bail remain as presently set.

                      JUDGE
               (Calling a recess)
          We're going to take a ten-minute 
          recess.

The JUDGE pounds his gavel.

                      NICKY (V.O.)
          And when it looked like they could 
          get twenty-five years... 

The BOSSES, their nurses and lawyer file through a side court 
door.

                      NICKY (V.O.)
          ...to life in prison, just for 
          skimmin' a casino... sick or no 
          fuckin' sick, you knew people were 
          gonna get clipped. So, the day of 
          the arraignment, they had this meeting 
          right in the back of the court-house.

INT. COURT-HOUSE CONFERENCE ROOM - DAY

The BOSSES are gathered around a conference table as the 
lawyers and nurses silently walk out the door as if on cue.

                      NICKY (V.O.)
          See, when something like this happens, 
          you know how things are gonna work 
          out. It's always better with no 
          witnesses. So, what about Andy?

THE CAMERA PANS FROM ONE BOSS TO THE OTHER.

                      FORLANO
               (Putting down his 
               oxygen mask once the 
               door behind him is 
               shut)
          He won't talk. Stone is a good kid. 
          Stand-up guy, just like his old man. 
          That's the way I see it.

                      BORELLI
          I agree. He's solid. A fuckin' Marine.

                      CAPELLI
               (Holding his oxygen 
               mask)
          He's okay. He always was. Remo, what 
          do you think?

                      GAGGI
               (Pause)
          Look... why take a chance? At least, 
          that's the way I feel about it.

EXT. BACK HOME RESTAURANT, STRIP MALL PARKING LOT - DAY

ANDY STONE and his LAWYER are walking toward their car.

                      STONE
          You call Artie... and you tell him I 
          don't care what, he's gotta be in my 
          office Thursday morning before eleven 
          o'clock.

                      LAWYER
          It's done.

His LAWYER veers to the left, walking away from STONE who 
keeps talking.

                      LAWYER (O.S.)
          It's done.

                      STONE
               (To himself)
          It's terribly important. I gotta 
          have a conversation with this guy. 
          That's all.

GAGGI's men, CURLY and BEEPER, appear from behind STONE and 
shoot him dead.

They empty their silent half-load rounds into STONE even 
after he's down on the snowy ground. They walk away 
discreetly, leaving him partially hidden between cars.

                      NICKY (V.O.)
          As much as they liked him, I mean, 
          he wasn't one of us. He wasn't 
          Italian. As far as they knew, he 
          could have talked. Otherwise, Stony 
          might still be alive.

MONTAGE OF MURDERS:

EXT. NANCE'S COSTA RICAN HOUSE - DAY

TITLE IN: COSTA RICA

The camera moves down a waterfall to reveal NANCE's Spanish-
style house.

                      NICKY (V.O.)
          The first one to skip was John Nance. 
          He found a nice, warm secluded place 
          in Costa Rica. He thought nobody 
          would find him there.

Several gunshots are heard. NANCE emerges from the house 
through a door and runs along a verandah to another door. He 
breaks a pane of glass, unlocks another door and runs in.  
BEEPER emerges from the first door and follows him back into 
the house. Several more shots are heard. NANCE emerges from 
yet another door, only this time he's been shot in the 
stomach. He painfully staggers away from the hitmen.

                      NICKY (V.O.)
          But, then, his kid got nabbed by the 
          Feds for drugs, and so naturally the 
          bosses were afraid he'd come out of 
          hidin' just to save his kid and give 
          'em all up.  So...

CURLY and BEEPER come out of the house and approach NANCE 
from behind.

                      CURLY
          Hey, where you goin', jag-off?

NANCE kneels down. CURLY points his gun expertly at the top 
of NANCE's head and fires. Blood splatters from NANCE's mouth 
and he falls to the ground. The gunmen walk away.

                      NICKY (V.O.)
          But anyway, they, you know, they all 
          had to follow.

EXT. HOLE IN THE DESERT - DUSK

A bound COUNT ROOM EXEC and a CLERK are kneeling next to a 
large pit in the esert ground in front of BEEPER and CURLY.

                      NICKY (V.O.)
          Everybody went down.

The CLERK groans as he's shot in the head by BEEPER. Blood 
splatters and he falls right into the pre-dug hole.

                      COUNT ROOM EXEC
          Go ahead, fuck...

                      CURLY
          Fuck you.

CURLY shoots the EXEC in the head, he too falls backward 
into the pit. The gunmen fire more rounds into the bodies, 
then toss their guns into the hole.

                      NICKY (V.O.)
          Before you knew it...

EXT. PARKING LOT - NIGHT

RICHIE, a sharply dressed Tangiers EXEC, is getting into his 
new Lincoln.

                      NICKY (V.O.)
          ...anybody who knew anything wound 
          up gettin' whacked.

CURLY sneaks up from behind and hits the EXEC with a lead 
pipe. He puts a plastic bag over his head and begins to choke 
him to death. The EXEC struggles a bit but the bag soon fills 
with blood. CURLY strikes him with the pipe one last time.

INT. BEVERLY SUNSET MOTEL - NIGHT

The camera pans away from an empty registration desk to a 
motel corridor.

                      GINGER (O.S.)
               (Gasping)
          Oh! Oh, no!  No...

The camera moves past several rooms along a cinder block 
wall.

                      ACE (V.O.)
          After Ginger took off, she wasn't 
          much help to anybody. She found some 
          pimps, low-lifes, druggies and bikers 
          in LA. And in a few months, they 
          went through all the money and all 
          the jewels.

Suddenly, a door opens and GINGER overdosing, staggers into 
the hall looking for help. She gasps, goes halfway down the 
seedy corridor towards the desk, but collapses and dies.

FREEZE FRAME ON GINGER SPRAWLED OUT ON THE MOTEL CARPET.

                      ACE (V.O.)
          After they found her body... I had a 
          private doctor do another autopsy. 
          He said they gave her... a hot dose. 
          In the end... all she had left was 
          thirty-six hundred in mint-condition 
          coins.

END OF MONTAGE

EXT. TONY ROMA'S RESTAURANT PARKING LOT - DAY

ACE emerges from the restaurant, smoking a cigarette as in 
the first scene in the film. He gets into his car to start 
the ignition.

                      ACE (V.O.)
          No matter what the Feds or the papers 
          might have said about my car 
          bombing...

Flames surge from the windshield, concealing ACE behind the 
wheel.

FLASHBACK: EXT. TONY ROMA'S RESTAURANT PARKING LOT - DAY

The sign above him reads: 'Tony Roma's a Place for Ribs'. 
ACE is leaving the restaurant and walking to his car.

                      ACE (V.O.)
          ...it was amateur night, and you 
          could tell. Whoever it was, they put 
          the dynamite under the passenger 
          side. But what they didn't know, 
          what nobody outside the factory knew, 
          was that that model car was made 
          with a metal plate under the driver's 
          seat. It's the only thing that saved 
          my life.

ACE opens his car door and gets in.

INT. ACE'S CAR, TONY ROMA'S RESTAURANT PARKING LOT - DAY

ACE turns on the ignition and we see two- and three-inch 
flames come out of the defroster vents. Everything goes silent 
as he is suddenly engulfed in flames.

The car explodes in flames two storeys high. The screen fills 
with the rising explosion of smoke and fire.

                      ACE (V.O.)
          The bombing was never authorized, 
          but I suspect I know who lit the 
          fuse.

EXT. MIDWEST CORNFIELD - DAY

NICKY, DOMINICK and MARINO get out of a car on a farm road 
for a meeting. FAT SALLY, a heavy-set wiseguy, is already 
there.

                      FAT SALLY (O.S.)
          Hey, Nicky.

                      ACE (V.O.)
          And so did the power that be.

                      NICKY
          Hey, Mikey, how's your hernia?

They shake hands.

                      FAT SALLY
          How you doin'?

MARINO approaches NICKY from behind.

                      NICKY (V.O.)
          It took months for...

FLASHBACK: EXT. MIDWEST CORNFIELD - DAY

NICKY's car drives up the farm road to meet his crew.

                      NICKY: (V.O.)
          ...everything to calm down, but 
          finally my guys got out on bail and 
          the bosses wanted me to send my 
          brother Dominick out to Vegas.  Always 
          the dollars, always the fuckin'...

NICKY, DOMINICK and MARINO get out of the car to greet FAT 
SALLY. HARDY, FUSCO and BEEPER are also waiting there, 
smiling.

                      NICKY (V.O.)
          ...dollars. I mean, it was still way 
          too hot for me to even go near Vegas, 
          so I set up a meeting with the guys 
          way out in the sticks. I didn't want 
          my brother to get fucked around.

NICKY shakes hands with SALLY. FUSCO walks up to say hello.

                      NICKY (V.O.)
          I mean, what's right is right. They 
          don't give a fuck about - urgghh!

MARINO hits NICKY in the back with a bat. FAT SALLY grabs 
him by the throat.

HARDY and BEEPER hold DOMINICK by the arms.

MARINO hits NICKY's legs with the bat.

                      FAT SALLY
          Huh? Come on, you fuckin' rat.

                      DOMINICK
          Fuck!  You...

FUSCO and FAT SALLY pin NICKY down and hold his face straight 
ahead, forcing him to watch his brother being beaten.

                      DOMINICK
               (To MARINO)
          ...rat motherfucker! You rat mother-

MARINO hits DOMINICK in the shoulder with the bat.

                      MARINO
          Tough guy! You and your f-
               (he strikes DOMINICK's 
               chest)
          Fuckin' brother!

                      DOMINICK
          Oh, you - !

NICKY tries to look away.

                      MARINO
          No more!

                      FAT SALLY
          Get him, Marino!

                      MARINO
               (Hitting DOMINICK 
               across the neck)
          You fuckin' scumbag!

The wiseguys hold NICKY's face so he has to see his brother.

                      MARINO
               (Lunging the bat into 
               DOMINICK's stomach)
          No more.

He swings the bat across his head, knocking DOMINICK on the 
ground.

                      NICKY
               (Still pinned, 
               screaming)
          Frankie!

                      MARINO
               (Looking at NICKY as 
               he strikes DOMINICK)
          No more! You see? Watch!

HARDY and BEEPER join MARINO. All three are beating DOMINICK 
with baseball bats.

                      NICKY
               (Held down by his 
               neck)
          Frankie! Frankie, you piece of shit!

                      MARINO
          Fuck you, you motherfuck!

The camera tilts down to DOMINICK's bloody face as the three 
continue to beat him to death.

                      NICKY
          Fuckin' punk, motherfucker! Piece of 
          shit!

NICKY tries to stand up but FAT SALLY and FUSCO keep him 
down.

                      MARINO
          No more fuckin' dirty work!

                      NICKY
               (Rolling over on his 
               back in pain)
          No, no, no, no!

                      MARINO
               (To HARDY and BEEPER)
          Take him out! Take this motherfucker 
          out!

They drag DOMINICK by his feet. MARINO swings at him with 
two bats as he's taken away into the cornfield.

EXT. MIDWEST CORNFIELD, GRAVE SITE - DAY, A LITTLE LATER

DOMINICK is battered and bloody. MARINO, HARDY and BEEPER 
stand over him, still swinging their bats.

NICKY is on his side, still held down by SALLY and FUSCO. 
His face is a little bloody.

                      NICKY
               (Whimpering, as they 
               beat DOMINICK)
          Dominick! Oh, Dominick. Oh, Dom.
          Frankie.
               (Pleading for his 
               brother's life.)
          Frankie, leave the kid alone. He's 
          still breathin'. He's still breathin'.  
          Leave him alone. Frankie.

MARINO swings two final blows to DOMINICK's head. NICKY looks 
away, sobbing.

                      MARINO
          All right. Strip him.

MARINO and his hoods remove DOMINICK's pants and shirt.

                      NICKY
               (Sobbing as they 
               undress his brother)
          No balls, you got no fuckin' balls. 
          Oh, Dominick. Oh, Dom.

NICKY sobs. They drag DOMINICK toward a freshly dug grave 
and toss his limp, barely conscious body into it.

                      NICKY
               (Crying quietly)
          Dominick.  Dominick.
               (Sobs.)
          Dominick.

NICKY looks up to MARINO. They share a look before MARINO 
swings his bat, striking NICKY's head.

FREEZE FRAME ON MARINO.

UNFREEZE - LIVE ACTION CONTINUES.

MARINO and his men start beating NICKY, who groans and spits 
blood as he is struck.

EXT. MIDWEST CORNFIELD, GRAVE SITE - DAY, A LITTLE LATER

NICKY is stripped down to his underwear. HARDY and FUSCO 
drag him to the grave and dump him over DOMINICK.

                      MARINO
          Come on, come on. Bury 'em.

MARINO and BEEPER look on as the other hoods begin the tedious 
work of tossing dirt on to the bodies, shovel by shovel, 
until they are covered up to their necks.

We see NICKY's face, bloodied and battered. He's still 
breathing and groaning.

                      ACE (V.O.)
          The word was out. The bosses had had 
          enough of Nicky. They had enough.  
          How much were they gonna take? So, 
          they made an example of him and his 
          brother. They buried them while they 
          were still breathing.

A full shovel of dirt lands upon NICKY's face and chest with 
a thud.

INT. ACE'S CAR, TONY ROMA'S RESTAURANT PARKING LOT - DUSK

ACE is engulfed in flames. His jacket catches fire. He opens 
the door and rolls out onto the pavement, barely escaping a 
smaller explosion. He lies on the floor as a ball of fire 
rises behind him. Two men pull him away from the car.

                      MAN #1
          Mister, you all right?

                      MAN #2
          Watch out, the -!

ACE watches as his car explodes in flames. Ashes and debris 
fall on ACE and the two men.

                      MAN #2
          Mister, you all right?

                      ACE
               (Dazed)
          Yeah.

                      ACE (V.O.)
          They had other ideas for me.

EXT. TONY ROMA'S RESTAURANT PARKING LOT - NIGHT

ACE is being wheeled to an ambulance on a stretcher. There 
are firemen and policemen in the background.

                      AMBULANCE DRIVER
               (As ACE is wheeled 
               into the rear of the 
               ambulance)
          You sure are lucky, mister.

ACE's face disappears into the ambulance.

FLASHBACK: EXT. TONY ROMA'S RESTAURANT PARKING LOT - DAY

ACE's car explodes.

Music in: J. S. Bach - 'St Matthew Passion'.

EXT. THE DUNES HOTEL AND CASINO - NIGHT

The casino is being leveled - actuality footage.

EXT. THE MGM GRAND HOTEL AND CASINO - NIGHT

The brand-new 5,000-room hotel with its entrance shaped like 
the MGM lion's head.

                      ACE (V.O.)
          The town will never be the same. 
          After the...

EXT. THE DUNES HOTEL AND CASINO - NIGHT

The hotel and casino implodes, filling the screen with fire 
and smoke.

                      ACE (V.O.)
          ...Tangiers, the big corporations 
          took it all over. Today it looks 
          like...

INT. CASINO - DAY

Slow motion of tourists walking into a casino looking like 
the living dead.

                      ACE (V.O.)
          ...Disneyland.

INT. TREASURE ISLAND HOTEL AND CASINO - NIGHT

A crowd gathers to watch a mock pirate ship sink in a tank.

                      ACE (V.O.)
          And while the kids play cardboard 
          pirates, Mommy and Daddy drop the 
          house payments and Junior's college 
          money...

EXT. THE DUNES HOTEL AND CASINO - NIGHT

The casino is destroyed floor by floor by explosions.

                      ACE (V.O.)
          ...on the poker slots.

EXT. THE EXCALIBUR HOTEL AND CASINO - NIGHT

Another 5,000 room hotel built like an Arthurian castle.

                      ACE (V.O.)
          In the old days, dealers knew your 
          name, what you drank, what you played. 
          Today, it's like checkin' into an 
          airport. And if you order room 
          service, you're lucky if you get it 
          by Thursday.

EXT. THE DUNES HOTEL AND CASINO - NIGHT

The casino marquee topples to the ground in flames.

                      ACE (V.O.)
          Today, it's all gone. You get a whale 
          show up with four million in a...

INT. CASINO - DAY

The living dead walk down a few steps, marveling at the huge 
casino.

                      ACE (V.O.)
          ...suitcase, and some twenty-five-
          year-old hotel school kid is gonna 
          want his Social Security Number.

EXT. THE DUNES HOTEL AND CASINO - NIGHT

The casino collapses into smoke and dust.

                      ACE (V.O.)
          After the Teamsters got...

EXT. THE MIRAGE HOTEL AND CASINO - NIGHT

A 4,000 room hotel with a 60-foot volcano out front. Tourists 
watch it belch smoke and flames.

                      ACE (V.O.)
          ...knocked out of the box, the 
          corporations tore down practically 
          every one of the old casinos. And 
          where did the money come from...

EXT. THE LUXOR HOTEL AND CASINO - NIGHT

A giant glass pyramid 30 stories high with a huge sphinx 
outside.

                      ACE (V.O.)
          ...to rebuild the pyramids?... Junk 
          bonds.

EXT. ACE'S SAN DIEGO LUXURY HOME - DAY

TITLE IN: SAN DIEGO

A house very much like ACE's house in Vegas, including the 
fact that it backs up on a golf course. We see ACE inside 
talking on the phone with a bookie.

                      ACE
               (Into telephone)
          Still not sure?

INT. ACE'S SAN DIEGO LUXURY HOME - DAY

An older, grayer ACE is alone in his living-room with TV 
sets, fax machines and multiple phone lines. He is surrounded 
by newspapers and files. He is very much the way we saw him 
during his earlier handicapping days.

                      RACE ANNOUNCER
               (From a television 
               set)
          They're off and running...

                      ACE
               (Into telephone)
          Probable, but may be questionable. 
          All right. Well, let me know as soon 
          as you can find out.

ACE sets his cordless phone down and jots a few notes on a 
racing form. A television set shows a football game in the 
background.

                      ACE (V.O.)
          But in the end, I wound up right 
          back where I started. I could still 
          pick winners, and I could still make 
          money for all kinds of people back 
          home. And why mess up a good thing? 
          And that's that.

He takes off his glasses, and gazes ahead.

FADE TO BLACK