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Gone In 60 Seconds Movie Script

Writer(s) : Scott Rosenberg

Genres : Action, Crime

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	GONE IN 60 SECONDS 
	by Scott Rosenberg
	4/6/99


	"I wonder," Toad said to himself presently, "I wonder
	if this sort of car starts easily?"
		Next moment, hardly knowing how it came about, he
	found that he had hold of the handle and was turning
	it. As the familiar sound broke forth, the old
	passion seized on Toad and completely mastered him,
	body and soul ... He increased his pace, and as the
	car devoured the street, he was only conscious
	that he was Toad once more, Toad at his best and
	highest. And he sped he knew not whither, fulfilling
	his instincts, living his hour, reckless of what
	might come to him... "

	-- Kenneth Grahame, "THE WIND IN THE WILLOWS"







	"All the redemption I can offer, girl, is beneath this dirty
	hood... "

	-- Bruce Springsteen, "THUNDER ROAD"









	FADE IN:

	EXT. LONG BEACH STREET - LOWER GRAND - NIGHT

	The streets are empty. Low fog skims the sidewalks below a gray stew
	of a sky. It's slightly fuzzy, slightly surreal.  The vast Port of Los
	Angeles is visible in the b.g... No cars parked here ... No cars
	except -

	A '67 SHELBY MUSTANG GT-500

	Silver with deep grill, its sculptured side panels ending in air
	scoops ... All cock and balls, it stands alone in the lonely cool
	before dawn ... An old-school totem to speed and style... And then
	SOMEONE approaches...

	Through the mists of morning ... In leather coat and jack boots ...
	He's early 30s, with the vaguely whimsical confidence of a shimmer
	that refuses to fade ...

	This is RANDALL RAINES, whom they call MEMPHIS - though know one's
	quite sure why ... But they do know he's the auto-boost in Southern
	California ...

	Memphis approaches the Mustang with a gathering awe ... Like a desert
	crash survivor coming upon an oasis ... He walks around it ...
	Admiring it ... Adoring it ...

	But then a FIREBIRD pulls up alongside him. Its driver -
	ATLEY JACKSON, early 30s, handsome, jocular leans out for:

				ATLEY JACKSON
		You gonna steal her or kneel down to
		her and pray -- ?

	Memphis looks at him, still enthralled...

				ATLEY JACKSON (cont'd)
		I know, I know ... It's Eleanor ...
		Just take her, slick. - -

	And Atley drives off slowly, Memphis looks this way and that ...
	No one about ... He removes a SLIM JIM from a deep pocket in his
	coat... He slims the door panel ... Pops the button ... opens the
	door ...

	Watch him work. Quick as shit. A SCREWDRIVER appears another
	pocket ... He pops the BUTTERFLY to the IGNITION

	A RATCHET appears... He strips the mechanism... Now a GIZMO - a,small
	socket-like device - is pressed into the
	ignition ... A twist of the wrist ... And the 320-bhp 289 V8 rumbles
	like a jackhammer. The whole thing took 20 seconds.

	He takes a cassette TAPE from another pocket ... Slaps it into the
	deck. Bruce Springsteen's "Ramrod" wails from the coaxials.
	And Memphis floors it... And off they tear...

	The look on his face suggests a supreme satisfaction ... A grand
	re-awakening of long-dormant pleasure centers ... A speed Jones,
	fixed and fumy ...

	He slots in behind Atley Jackson's Firebird ... And slotting in
	behind Memphis, in a Z-28, is DONNY ASTRICKY, mid-30s ...

	On they go ... The fore and aft car providing escort...

	Except that, from seemingly out of nowhere --

	A POLICE CAR

	appears behind them...

	And Donny instantly goes into diversionary tactic ... He races
	through a STOP SIGN ... And the cruiser's bubbles flash on ... And
	Donny is pulled-over ... Atley and Memphis drive on in their
	respective vehicles...

	The UNIFORM COP gets out of his car, goes to Donny.

				DONNY
		Problem, Officer?

				POLICEMAN
		Yes. You're under arrest -- ?

				DONNY
		For running a stop sign?

				POLICEMAN
		For Grand Theft Auto -

	And off of Donny's look --

	We go to Memphis in the Shelby... As FOUR CRUISERS comes speeding
	toward him, sirens wailing...

	QUICK SHOTS of Memphis racing the Shelby through the early morning
	harbor town streets ... Sirens peel ... Memphis turns up the music
	... Pins the gas ... The chase is on ...

	Memphis maneuvers the Mustang with a dazzling aplomb... Memphis
	gutterballing the car, skating the shoulder, the cops in heavy
	pursuit ...

	And now he's picked up another CRUISER... He passes Atley Jackson,
	heading in the opposite direction... Atley has picked-up a pair of
	cruisers himself ...

	Memphis on a straightaway now, speeds up, feels the boost. But up
	ahead, a ROADBLOCK has formed... How'd they get that deployed so
	fast? And behind him, the unmarks blaze ...

	Guns his bitch... Straight at the roadblock .. Three CRUISERS and
	a PORTABLE WOODEN BARRICADE... Memphis pins her ... ZOOOOOM! Dead-on
	to the roadblock ...

	And, at the last moment, as the COPS dive out of the way, Memphis
	bangs the gear shift into neutral -- yanks the parking brake --
	And the Mustang spins on the straight -- Screeching spin ... And
	Memphis takes the HARD LEFT ...

	And he's managed to outrun them... Finding himself above Lower
	Grand... Looking down ...

	He can see the secondary pursuit down below ... Atley being
	chased... IN THE DISTANCE - Atley is LAUNCHED FROM THE SHOULDER,
	the Firebird rolling down a drainage culvert ...

	Landing with a sickening thud on its back. Memphis is horrified.

	EXT. LOWER GRAND - LATER

	Rescue team presence. Atley being hauled out of the wreck... His
	leg is a torn mess ... He's barely conscious... A cuffed Donny
	Astricky is dragged to a waiting cruiser ...

	A POLICE CAR pulls up ... And out steps

	DETECTIVE ROLAND CASTLEBECK

	of G.R.A.B. The Governor's Regional Auto-theft Bureau. Castlebeck
	is mid-50s, black, saturnine. - But don't let the tacit nobility
	fool you - the man's a street viper ...

	Castlebeck goes to another cop - HAWKINGS..

				HAWKINGS
		Astricky. And Jackson. No sign of
		Raines...

				DETECTIVE CASTLEBECK
		Well, then it's all for naught,
		ain't it, Hawkings?

	Castlebeck looks out over the mess ... And then looks up...
	Because, further down Lower Grand, a car is parked. It is the
	Shelby. With Memphis leaning against its hood...

	Castlebeck looks around him, but no one's noticed. So he walks
	toward it, hand on hip...

				DETECTIVE CASTLEBECK
		I know you --

				MEMPHIS
		You know my back -

				DETECTIVE CASTLEBECK
		You want to come along quiet?

				MEMPHIS
		How's Atley -- ?

				DETECTIVE CASTLEBECK
		Leg's all banged-up. He made a
		stupid play ... He'll limp around
		the yard up at Folsom. But
		Astricky will be there to take
		care of him. With their priors,
		they're looking at a serious bounce --

				MEMPHIS
		Let them go --

				DETECTIVE CASTLEBECK
		How's that?

				MEMPHIS
		Let them go. And I'll leave ...

				DETECTIVE CASTLEBECK
		You'll leave -- ?

				MEMPHIS
		You don't have anything on me. A
		misdee auto-theft. I got no record.
		I'll be out in three days, and back at 
		it. Or you let them go, and I give
		you my word. I'm gone. And without the
		ringleader ... Your tee-times have
		just grown exponentially...

				DETECTIVE CASTLEBECK
		I don't golf...

	And they stare at each other, as Castlebeck considers.

				DETECTIVE CASTLEBECK (cont'd)
		I do this. And I see you again. I'll
		come after you with everything I got.
		you won't be able to steal a glance
		at a blind man without me by your side ...

				MEMPHIS
		You have my word...

				DETECTIVE CASTLEBECK
		Get out of here, then. Now.

	And Memphis makes to get into the Shelby...

				DETECTIVE CASTLEBECK
		Leave the car, Randall ...

	Memphis nods ... Takes one last look at the Shelby... Sorry to 
	leave it behind ... And he runs off into the mists of Lower
	Grand ...

	Castlebeck walks back toward the crime-scene tumult ...

				DETECTIVE CASTLEBECK
		Arright, let lim go. Cite him for
		rolling the stop ... And cite old
		Atley for driving to endanger ...

				HAWKINGS
		What are you talking about, Rollie? We're
		springing 'em? Just like that?

				DETECTIVE CASTLEBECK
		Just like that. Quit your bellyaching,
		Hawkings ... And let's wrap this up ...

	And off of Donny's surprised look, as Springsteen wails to
	crescendo and we

									CUT TO:

	EXT. INDEPENDENCE, CALIFORNIA - DAY - 6 YEARS LATER

	Some 400 miles North of Los Angeles, Independence is a one
	horse town, and the horse has died... Single stop light,
	single-engine firehouse, single everything. Norman Rockwell
	would find this burg a snooze.. - We settle on a small,
	GARAGE ... The peeling sign reads:

	"L.N. ORR AUTOMOTIVE"

	owned and operated by Memphis Raines ... In blue coveralls,
	Memphis has a Plymouth Duster up on the lift ... With him is a kid
	- TOM, 19... Lightnin' Hopkins' "Automobile Blues" plays through --

				MEMPHIS
		You know what you got here?

				TOM
		Not really -

				MEMPHIS
		There's excessive resistance in the cranking
		circuit ... You know what you gotta do -- ?

				TOM
		Not really --

				MEMPHIS
		You have any other answers besides
		"not really"?

				TOM
		Not --

				MEMPHIS
		Right. You want to test the voltage drop ...
		Use the voltmeter ... Remove the primary
		lead from the ignitioncoil and crank her ...
		See what you got ... You understand -- ?

	Tom starts to say "not really". Instead, he nods. Memphis takes a
	root beer from an old-style machine. He goes out ... front ... To
	where an old Denver Pyle-coot - BUDGY - sits on a bench, smoking
	an unfiltered Lucky ... Memphis sits beside him, pets the 
	200-year-old DOG that lounges nearby...

				BUDGY
		Just can't find good help these days --

				MEMPHIS
			(re: cigarette)
		Those things'll kill ya, Budgy --

				BUDGY
		They won't have a chance. The bourbon and
		bacon'll get me first...

	Budgy cackles ... Memphis looks out at the dusty little hamlet ...
	Budgy points at a passing car ...

				BUDGY (cont'd)
		That one -

				MEMPHIS
		1980 Mercury Cougar. 255 cubic inch V8 ...
		Based on the Ford Thunderbird bodyshell;
		they modified the chassis, but didn't
		improve its performance...

	Budgy points at another car ... And we get the sense they play
	this game every day...

				MEMPHIS (cont'd)
		The 1970 Plymouth Road Runner. Proof
		positive of a single all-powerful Deity.
		The first bargain-priced muscle car
		ever. They even tuned the horn to
		resemble the "beep beep" sound of the
		cartoon Road Runner ...

	And Budgy looks impressed... As always ...

				BUDGY
		Damn, you're good

	Memphis nods ... Sips his root beer ...

				BUDGY (cont'd)
		You got to bingo last night?

	Memphis looks at him ... Can't believe it himself ...

				MEMPHIS
		That I did, Budgy. That I did --

	And, from inside the garage, there's the most horrific GRIND of
	metal on metal, as Tom has started the Plymouth -

				TOM (O.S.)
		Uh ... Randall -- ?

				MEMPHIS
		Excuse me --

	Memphis goes back into the garage, Budgy cackles.

									CUT TO:

	EXT. RANCHO PALOS VERDES - BUSINESS DISTRICT

	A FORD ESCORT - driving through the upscale streets of Palos
	Verdes. Three KIDS, 20, inside ... The driver is FREB, a little
	dim; in the back is MIRROR MAN, black, always wears those mirrored
	shades ... In the passenger seat is

	KIP - Memphis' younger brother ... The car pulls to a stop.

	Fancy stores - all of them closed - line this affluent business
	district ... Freb consults a piece of paper ...

				FREB
		The corner of Hawthorne and Granvia.
		Tumbler messed up. He said the Lotus
		would be at the corner of Hawthorne
		and Granvia --

				KIP
		He didn't mess up. There it is ...

	And he points ... To a CORNER BUILDING - EXOTIC MOTORS LTD. Twenty
	foot high glass - windows surround a SHOWROOM of EXOTIC DREAM
	CARS: Porsches and Ferraris, Lamborghinis and Bertones ... And-
	there it is, a 1996 LOTUS ESPRIT V8, gleaming in the all-night
	showroom lights...

	Freb and Mirror Man are startled

				FREB
		That -- ?

				MIRROR MAN
		You're shittin', right? Kip?

	He grins at them... He ain't shittin'...

				FREB
		How are we supposed to--

				KIP
		Pop the trunk. I need my tool ...

	Freb scowls ... Pops the trunk ... Kip gets out ... Goes to the
	back ... Freb and Mirror Man share a spook --

				MIRROR MAN
		What tool -- ?

	Kip reaches into the trunk.... Comes around to them... He's
	carrying A BRICK --

				MIRROR MAN (cont'd)
		Oh, no --

	And Kip walks toward "Exotic Motors"... Calm and cool ...
	Ten feet from it ... He winds up ... And HURLS THE BRICK AT
	THE WINDOW Which EXPLODES ON IMPACT, a SHOWER OF GLASS
	raining down ...

	ALARMS SQUEAL

	As Kip walks into the showroom, glass crunching underfoot. Freb
	and Mirror Man can't believe it --

	INT. EXOTIC MOTORS

	Kip goes to the Lotus... With nary a glance around, he's got her
	open ... The Lotus' ALARM adds its song to the choir ... Kip,
	unmindful, gets behind the wheel ... Screwdriver to the
	mechanism... The alarm raging in here...

	In moments, the V8's massive 349bhp is bellowing... And Mirror Man
	climbs in beside him... And off they go ... Laying several inches
	of English rubber. Over the broken glass and out of the
	showroom...

	EXT. CITY STREETS - PALOS VERDES - NIGHT

	The Lotus races through these streets ... At high speeds ...

				MIRROR MAN
		Newsflash, Kip: you're driving a
		stolen car

	Kip smiles over the ascending speedometer --

				KIP
		Yeah. Ain't it great -- ?

	And he pins her ... VROOOOOM -- !

									CUT TO:

	A TENNIS BALL

	being bounced against the wall ... Caught ... Bounced again ...
	Thunk! Thunk! Thunk!

	INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

	A dozen purloined AUTOS are parked here ... And a number of
	SHIPPING CONTAINERS ... A thuggish MAN reads the paper ... The
	tennis ball bouncer is TUMBLER, 20 ... And he's sitting on a
	tilted back chair, and wall-bouncing the ball and annoying the
	piss out of

	ATLEY JACKSON

	whom we remember from the drop-car at our opening ... Atley walks
	with a LIMP now... Thunk! Thunk! Thunk!

				ATLEY JACKSON
		Can you stop that, for Chrissake?

				TUMBLER
		What's your problem, bro ?

	Thunk! Thunk!

				ATLEY JACKSON
		Where are they -- ?

				TUMBLER
		They'll be here. You nervous, bro? You? Back
		in the day, they say you had anti-freeze in
		them veins ... What happened -- ?

	And Atley intercepts the tennis ball ... And hurls it over to the
	far side of the warehouse ... Tumbler merely grins ...

				TUMBLER (cont'd)
		Relax and enjoy --

	EXT. SAN PEDRO STREETS - THE LOTUS

	Heading for Long Beach... Stopped at a light ... A CAMARO pulls up
	next to them... A KID behind the wheel, a BLONDE beside him...

	Kip eyeballs them... Engines are revved... Challenges are
	implied... Mirror Man panics ...

				MIRROR MAN
		Stolen car, Kip. Stolen car, stolen car,
		stolen car ...

				KIP
		Stolen fast car...

	And the light turns green ... And he pops the clutch ... And
	they are off ... It's a good old fashioned drag race ... Kip
	smiles at the blonde ... Mirror Man is freaking out ... Kip's
	eyes are on fire ... He clocks the speedometer ...

				KIP (cont'd)
		It's calibrated for 140 ... Let's see
		if these British boys are full of shit
		or not --

				MIRROR MAN
		No way, man --

	Yes, way. Kip floors it. They bury the Camaro in its wake... The
	gauge rising ... 90, 100, 110 ... Mirror Man is having an
	embolism...

	They warp-speed by a POLICE CRUISER... Both kids totally unaware
	of the POLICE CHOPPER up on high... With them in its sights ...
	And they drive ... At last, ending up at --

	THE WATERFRONT - A dark latticework of docks and wharves,
	warehouses and shipping crates... The freighters are somehow
	graceful against the moonlit water ...

	INT. WAREHOUSE

	Tumbler studies his watch... Now he's a little concerned ... He
	looks up ... Atley is glaring at him...

				ATLEY JACKSON
		Something wrong, Tumbler -- ?

				TUMBLER
		Yeah. I'm missing Springer --

	And then the Lotus pulls into the warehouse... Tumbler flashes
	Atley a "told-you-so" smile... Kip and Mirror Man get out of the
	car...

	Kip walks over to a CLIPBOARD with a magic marker tethered to it
	... It is a list of cars ... He draws a black line through "13)
	1996 Lotus Esprit V8"... The others are clocking the car...

				ATLEY JACKSON
		She'll go 0 to 60 in 4.9 seconds --

				MIRROR MAN
		I can vouch for that.

	Tumbler passes out 40 oz.s ... The vibe is celebratory...

				TUMBLER
		Thirteen down ... Thirty-seven to go ...

				KIP
		No problem -

	Bottles are clinked... Beer is sipped ... Only, a HOT WHITE
	SPOTLIGHT bores through the skylight ... And the whup-whup of the
	chopper's ROTORS... And now the sounds of SIRENS ... And the 
	thuggish man gets to his feet ...

				THUGGISH MAN
		Let's get outta here -- !

	And they do... Heading out the back ... It's tough for Atley with
	his limp ... On the way out:

				ATLEY JACKSON
		Now you gone and done it, Raines
		And they flee ...

	INT. WAREHOUSE - LATER - NIGHT

	A HALF-DOZEN POLICE CARS. The CHOPPER does the usual
	spotlight-trailing... It's turned into a total pig
	circus ... A car pulls to a stop ... And out steps Detective
	Roland Castlebeck, whom we remember from our opening...

	INT. WAREHOUSE

	Castlebeck surmises the take ... The cars ... His partner
	DETECTIVE DRYCOFF - a sneering Irish boy with zero patience -
	comes out from the back ...

				DETECTIVE DRYCOFF
		They're gone...

	Castlebeck nods ... Looks at the cars ...

	INT. "L.N. ORR AUTOMOTIVE" - INDEPENDENCE - DUSK

	Memphis goes through invoices in the cluttered back office. When a
	brand new purple MERCEDES SLK, windows tinted, pulls in out front.
	It looks oddly anachronistic here in Independence. Memphis senses
	danger. He goes out. Budgy and his dog are here... Budgy looks
	spooked... Tom, too ...

				MEMPHIS
		What's going on -- ?

	And standing there, by the Mercedes, like a wraith, is ATLEY
	JACKSON, in long leather coat, smoking a cigarette ... As out of
	place here as a maggot on a muffin...

				ATLEY JACKSON
		Well, well, well ...

	And he begins to sing...

				ATLEY JACKSON (cont'd)
			(ANDY GRIFFITH theme)
		Da-doo-doo-doo-da-doo-doo-doo, etc.
			(laughs)
		Are you kidding me, man -- ?

				MEMPHIS
		Hello, Atley ...

				ATLEY JACKSON (re: sign)
		L.N. ORR. I get it. Clever ...

	Memphis studies him...

				MEMPHIS
		How's the leg?

				ATLEY JACKSON
		Only hurts when I breathe. Lookit
		you. Where are Barney Fife and Aunt
		Bea hanging out? And Opie ... Where's
		Opie at?

	He laughs some more ... Chain-lights his cig ...

				MEMPHIS
		What are you doing here?

				ATLEY JACKSON
		Is there someplace we can talk?

	Memphis looks at him...

				MEMPHIS
		What about?

				ATLEY JACKSON
		About your brother. And the deeeep
		shit he's in --

	INT. TEDDY'S TAVERN - NIGHT

	A BARMAID sets down a pitcher of beer and two mugs...

				WAITRESS
		There you go --

				MEMPHIS
		Thanks, Donna --

	She leaves... Atley is staring at him... Memphis shrugs...

				ATLEY JACKSON
		It's been a long time, Memphis --

				MEMPHIS
		Six years ...

				ATLEY JACKSON
		Six years. Shit. Time flies, don't it?
		Six years ago we were fartin' through
		Armani and pissin' Cristal.
		Now look at us ...

		MEMPHIS
		Tell me about Kip -

	Atley takes a sip of his beer,...

				ATLEY JACKSON
		He took a job. And he fumbled it.
		Now he's jammed-up. Jammed-up bad...

				MEMPHIS
		What kind of job... ?

				ATLEY JACKSON
		A boost. A big boost ...

				MEMPHIS
		A boost? What's Kip doing on a boost?

	Atley frowns ... Looks at him...

				ATLEY JACKSON
		You're shittin', right?

	Clearly Memphis is not ...

				ATLEY JACKSON (cont'd)
		Kip's become quite the little
		crewrunner since you left. He's been
		working a low-rent ring for
		two years now. You don't talk to
		your Ma?

				MEMPHIS
		It seems she neglected to mention it

				ATLEY JACKSON
		Maybe she don't know. Although I don't
		see how that could be. Maybe she didn't
		want to upset you -

				MEMPHIS
		Don't feel the need to explore my family
		dynamics, Atley...

				ATLEY JACKSON
		The point is: Kip's been living the
		life. Only he's a wild child. Crazy.
		Makes our old behavior seem like
		altar boy time. But he fungold this
		one so bad, folks around L.B.
		are already speakin' about him in
		the past tense.

	Memphis takes a beat ... Sips at his brew ... Then:

				MEMPHIS
		Who was the job for?

				ATLEY JACKSON
		Who do you think?

	Memphis waits ... In no mood for guessing games ...

				ATLEY JACKSON (cont'd)
		Calitri, man. Raymond "The Carpenter"
		Calitri ... Your favorite and mine ...

	Which means nothing to us ... Though the look on Memphis, face
	speaks volumes ...

				ATLEY JACKSON (cont'd)
		I just thought you should know,
		man. I kind of had a feeling you
		didn't. But I should tell you:
		I'm working for him now - The
		Carpenter - so if you see him, you
		won't mention me coming to get
		you... Like I said: I just thought
		... I owed you ... And that it was
		the right thing to do ...

	Memphis nods ... His face clenched in despair. We FADE TO BLACK,
	As a SUPER on-screen reads: PART 1: STOLEN MOMENTS

	We PRE-LAP J. Geils Band's "Hard-Drivin' Man" and CUT TO:

	THREE PLATES OF BACON, EGGS AND HASH BROWNS

	placed on the service deck by a short-order COOK...

	INT. RUBY'S ALL-NITE - LONG BEACH - NIGHT

	A 24-hour diner in the heart of Long Beach... The three plates are
	picked-up with an impressive dexterity by

	HELEN RAINES

	early 60s, clear-eyed... In pink Ruby's uniform and chunky
	shoes... Black currant hair striated with wisps of gray... Helen
	delivers the plates to a booth of college kids ...

				KID
		Can I get some more coffee -- ?

				HELEN RAINES
		Sure, hon ...

	And she goes to the coffee station... When

				MEMPHIS (O.S.)
		Who's a guy gotta know to get a tuna
		melt in this joint -- ?

	And she turns around to see Memphis standing there. Her expression
	displays many things ... Most of them joy ...

				MEMPHIS (cont'd)
		Hello, Ma --

	And she goes to Memphis ... Wraps her arms around him ... Squeezes
	tight ...

				HELEN RAINES (cont'd)
		Oh, Randall ...

	She takes his head in her hands ... Kisses his cheek ... Then the
	other... Hugs on ... Unmindful of the customers ... The cook
	smiles from behind the order wheel ...

				COOK
		What's the word, Memphis -- ?

				MEMPHIS
		How ya doing, Ruby -- ?

				HELEN RAINES
		Come, come, come ...

	And she leads him over to a booth ... Barking to the cook - RUBY -
	on the way...

				HELEN RAINES (cont'd)
		Tuna melt on pumpernickel.  Provolone,
		extra tomato, Dijon... And a chocolate
		milk... Lots of syrup...
			(to Memphis)
		Right?

				MEMPHIS
		Right ...

	And they settle in ... Across the booth from each other ... She
	takes his hands...

				HELEN RAINES
		You look good...

				MEMPHIS
		You, too, Ma...

				HELEN RAINES
		What are you doing back?

				MEMPHIS
		How's Kip?

	And Helen flushes, a bit ashamed maybe ...

				HELEN RAINES
		Have you seen him?

				MEMPHIS
		No.

				HELEN RAINES
		oh.

				MEMPHIS
		Atley Jackson came to see me ...

				HELEN RAINES
		Atley Jackson. How is that one?
		How's the leg... ?

	He looks at her ... Beat ...

				MEMPHIS
		Why didn't you tell me?

				HELEN RAINES
		I couldn't. I didn't want you to
		worry. I thought held sort himself
		out. I hardly see him. He comes and
		goes. He's in trouble, isn't he?

				MEMPHIS
		He's in some trouble ...

				HELEN RAINES
		I knew it. He's changed, Randall. He's a
		different boy. He's lost that... That
		sweetness ... It's gone ... And I don't
		know what to do ...

				MEMPHIS
		You getting my checks ... ?

				HELEN RAINES
		Of course ...

	ANGLE - RUBY. He's on the PHONE in the kitchen...One eye
	on Memphis and Helen --

				RUBY
		Detective Castlebeck... It's me ...
		Yeah... You ain't never gonna guess
		who just come in to visit his Ma --

	BACK TO - MEMPHIS AND HELEN RAINES ...

				HELEN RAINES (cont'd)
		You haven't spoken to him in a
		while, I guess...

				MEMPHIS
		He doesn't return my calls. or my
		letters ...

				HELEN RAINES
		Kipling was sixteen when you left, baby.
		I don't know what you remember of him.
		But you should brace yourself

	And, on her sad smile, we PRE-LAP Sammy Hagar's "I Can't Drive 55"
	and SLAM CUT TO:

	INT. "THE SIDE POCKET" - POOL HALL - NIGHT

	A dozen tables... Smells of blue chalk and whiskey... The juke box
	cranked... We take it to the back of the joint ... Where Kip, and
	Tumbler and Mirror Man are knocking a rack... Freb sits nearby,
	with a few badly made-up GIRLS...

				TUMBLER
		... so ... It's my new move ... It's called
		"The Stranger." What I do is, I sit on
		my hand for 10 minutes.  Till it falls
		asleep. Till it's good and numb. No feeling.
		And then I jerk off.

				GIRL
		That's disgusting -

				FREB
		What's the point, man -- ?

				TUMBLER
		Cos it's like you're bein' done by a stranger
		... It rocks ... It's the power move of the
		New Millennium...

	He sinks another ball. A kid, 15, TOBY - comes up to them.

				TOBY
		Hey, Kip, what's up?

				KIP
		What do you say, Toby?,

				TOBY
		I'm cool -

				TUMBLER
		What do you want, shithead?

				TOBY
		Why you gotta front me like that? I'm
		talking to Kip --

				TUMBLER
		Why don't you leave him alone?

				TOBY
		I known Kip longing than you, man ...

				TUMBLER
		Oooh, ain't you the lucky duck --

				FREB
		Any word, Kip -- ?

				KIP
		No ... And they won't take my calls ...

				FREB
		What does that mean -- ?

				KIP
		It ain't what you'd call a "good sign"

	He groks their fear...

				KIP (cont'd)
		Look - we managed to get 13 in a week.
		We just gotta step it up ...

				FREB
		But we only got till Friday. That's
		four days. And we lost the 13. So's
		we gotta start over ...

	Kip looks at him...

				KIP
		That, too ...
			(off of Freb's look of fright)
		Don't sweat it, Freb. We're cool.

	ANGLE THE FRONT DOOR. For Memphis has entered. He
	clocks the room. Sees them at the rear ... Walks back

				KIP
		It can be done, man. We just gotta
		step it up... It's a challenge ...

				MIRROR MAN
		The challenge is not to get our nuts
		cut-off and shoved down our throats ...

				TUMBLER
		Can I help you, pal -- ?

	And Kip looks up ... To see Memphis there ...

				MEMPHIS
		Hey, Kip ...

				KIP
		Hello, Memphis --

				TUMBLER
		"Memphis?" You're Memphis?

				MEMPHIS
		That's right...

				TUMBLER
		Damn. Damn, damn, damn ...

				FREB
		Memphis. Holy shit. It's an honor,
		man --

	And he pumps his hand... Memphis continues to stare at Kip

				KIP
		It's good to see ya, man. You changed
		your look -

				MEMPHIS
		You, too

	Hold the stare... The others are excited...

				FREB
		What are you doing back, Memphis?

				MEMPHIS
		Little visit. Check on the family.

				KIP
		It's nice to see ya, man -

	He smiles ... Memphis eyeballs him... Toby is there ...

				TOBY
		Hey, Memphis. Remember me? Toby
		Walker. I live next door ...

				MEMPHIS
		Sure. Hey, Toby. You grew up

				TOBY
		Yeah, I'm cool ...

	And Memphis turns back to Kip, who's picked up a pool cue.

				KIP
		Who's got next game -- ?

	And he makes to rack 'em up ... Then:

				MIRROR MAN
		I get it. You ain't gotta be a genius:
		Memphis come back to save our bacon!

				TUMBLER
		Shut-up, Mirror Man --

				FREB
		Izzat true? You come back to save our
		bacon?

				MIRROR MAN
		Of course it's true. He come to save
		his brother's dangling ass --

				KIP
		That can't be it. Cos we don't need
		saving

				FREB
		We don't -- ?

				MEMPHIS
		He give you an advance -- ?

				MIRROR MAN
		Hell, yeah. Ten larger man

	Kip shoots him a look... As if he's spoken out of turn ...

				MEMPHIS
		You just give 'im back the money.
		All's well...

	The others look glum... Kip laughs ... Long and hard...

				KIP
		"Give lim back the money." "Give 'im
		back the money..." Be nice. If only
		we didn't drink the money. And smoke
		the money. And buy Nikes with the
		money. And Sony Play Stations with the
		money. And dirty girls with the
		money...

	And Kip sinks a ball ... Memphis looks at the others ... They
	nod... It's true ... The money's gone ...

				KIP
		But don't worry, man. Things are all
		sweetness and light here...

				TUMBLER
		Things are all leafy and suburban ...

				MIRROR MAN
		The hell they are --

				KIP
		Sure they are. Although we do appreciate the
		gesture, Memphis. But we do got it handled...
		And it was nice to see you -- -

	Memphis nods ... Looks at all of them... Smiles ... And then
	REACHES OUT, GRABBING Kip by the collar, yanking him to his feet
	and in close, nose to nose ...

				MEMPHIS
		You listen to me, baby brother. You fancy
		yourself some reat neat tough guy scumbum,
		well, woop-tee-doo, little puppy with a
		poundcake. But I remember the days when you
		used to steal my Colorforms and eat 'em...
		So you can't stop me from saving your
		"dangling ass' if that's what I feel like
		doing...

	And with that, he shoves Kip back down into his seat, toppling the
	table, bottles and glasses crashing... And barrels away from them,
	the crowd parting like a wound...

	Kip's crew left stunned, flustered, and maybe a bit impressed...

				TUMBLER
		Damn... Homeboy's on the dazzle ...

	And, off of Kip's furious look, we CUT TO:

	EXT. LONG BEACH HARBOR - NIGHT

	A chill in the air. Memphis walks toward a range of lowslung
	buildings ...

	EXT. WOODBURN SCRAP AND METAL - NIGHT

	A virtual cityscape of dismantled automobile carcasses, piled up
	high for as far as the eye can see ... A huge FORK LIFT scoops up
	a wreck and hauls it over to the CRUSHER... Watch as the car is
	FLATTENED, for easy shelving ...

	Midnight auto nonpareil ... To one side of the yard is a GARAGE:
	Watch as a HONDA ACCORD, with a BLOODY WINDSHIELD, enters the
	garage. A young Mexican KID driving.

	A SIGN: "LOCK YOUR CAR OR IT MAY BE GONE IN 60 SECONDS!"

	INT. GARAGE - CHOP SHOP

	A CAR is CHOPPED ... Pulled apart ... Fenders, doors, panels,
	interiors, air bags ...

	EXT. WOODBURN SCRAP AND METAL - FRONT ENTRANCE

	Memphis knocks on the door ... A dog-faced MAN opens it ...

				DOG-FACE
		Yeah -- ?

				MEMPHIS
		Randall Raines to see Mr. Calitri ...

	INT. WOODBURN SCRAP AND METAL

	Memphis follows Dog-face to the back of this building. Follows him
	into another room. Which is

	A WORKSHOP

	An enormous WOODWORKING SHOP, fully tricked-out with state-of-the-
	art table saws and drill presses, jointers and power planes.

	An antique treadle lathe stands in one corner. A stock layout of
	expensive woods - oak, birch, maple, cherry, mahogany - is stacked
	against the rear wall ...

	Jars and bottles and cakes of glues, resins, stains and bleaches
	cram a shelf unit ... There's a MAN here, at a band saw. This is
	RAYMOND CALITRI, 59 ...

	He wears an apron, protective glasses and a lopsided sneer. A
	Richard Widmark motherfucker - with the diamond hard look of a
	cobra. The liegelord of downtown...

	And now he works the a hand saw, making critical cross-cuts on a
	wide panel of maple ... Atley Jackson is here as well ... As noisy
	as it is out in the yard, in here, once the door is closed, it's
	as SILENT-as a tomb...

	A BANK OF MONITORS on one wall show the cars being crushed and
	disassembled in the yard. Memphis is led into the room.

	Calitri nods and Dog-face leaves the room... Calitri smiles ...
	Examines his fresh cut...

				CALITRI
		Randall Raines ... It's been a long time ...
			(looks at his clothes;)
			frowns)
		'though I do I recall you as a man
		with style. You remember your old
		friend, Atley -- ?

				MEMPHIS
		How ya doing?

				ATLEY JACKSON
		Good to see you, Memphis --

				CALITRI
		So. What do we owe the honor -- ?

				MEMPHIS
		It's about my brother ... Kip...

				CALITRI
		Yes ... Kip ...

	He says the name like other men say "cancer." The phone on
	his desk BLINKS. Calitri picks it up. Listens. Looks at
	one of the monitors. Where the Mexican man is talking to
	several Calitri EMPLOYEES. Calitri hangs up...

				CALITRI
		Excuse me one moment, Randall ...

	And he picks up a MORTISE CHISEL on his way out. Palming it ...

	INT. GARAGE - THE MEXICAN MAN

	is sobbing. As Raymond Calitri marches toward him, glancing at the
	bloodied windshield.

				CALITRI
		You bring this to me in this
		condition? Blood and guts all
		over it? You make me complicit?
		On my property? Who taught you
		how to think? And worst of all:
		weren't there supposed to be two
		Hondas?

				THIEF
		Please ...

	And Calitri, rapid-fire, PUNCTURES the man's belly and chest and
	legs with the chisel, old-school prison-shiv style ... Until the
	man is on the floor, howling ...

				CALITRI
		Stupid sonuvabitch...

	INT. CALITRI'S WORKSHOP

	Memphis can-see this from one of the monitors. He looks at
	Atley...

				ATLEY JACKSON
		Car-jacker. Neglected to clean up after
		himself ...

				MEMPHIS
		Jesus ...

				ATLEY JACKSON
		The business has changed...

	Calitri is back, wiping the sweat from his brow with a rag.

				CALITRI
		Now. Where were we? Oh, yes. Kip.

				MEMPHIS
		I don't want him hurt...

	Calitri looks at him, then waves a hand around the shop...

				CALITRI
		I'm proud of this work. The bird
		feeder. The wagon wheel planter.
		The dollhouse. The drop-leaf movable
		server...

	He gestures to each item - exquisitely-rendered woodwork. Then
	gestures to the yard...

				CALITRI (cont'd)
		Metal. Steel. It's cold. Ugly. Wood
		is warm. Clean. Provided by nature.
		To see a piece of furniture take shape.
		It's like watching a child grow ...

	Memphis glances to Atley... Atley shrugs ...

				MEMPHIS
		I'm sure you're working your way to
		the point.  I'll wait right here ...

	Calitri blinks. Smiles. Nods...

				CALITRI
		My point. Yes. Simple, really. I require
		the best. I insist on the best. I only
		engage the best.  Your brother. His
		friends. They came to me. They wanted my
		paper. He was your brother. You were the
		best. Now. They've brought so much
		goddamn heat down, I may not be able to
		fill this order. Which would be very bad
		for me. Which in turn, is very bad for
		them...

				MEMPHIS
		I could kill you. That occurred to me.
		When I first heard about this. That I
		would kill you ...

				CALITRI
		Grow up. You don't kill people like me.
		People like me die in their sleep at
		87 ... Do you know why? Because if
		you did kill me, and everyone knew it
		was you - for the next ten years they'd
		be finding pieces of those you love
		scattered all over California ...

	Memphis nods, notes a PISTOL, resting on a shelf nearby.

				CALITRI (cont'd)
		No, no. You don't kill me, because
		you can't. You don't take your brother
		and run, because we'd find him. You
		don't go to the-police, because we have
		friends there, too. You do nothing:
		except deal with me.

	Memphis eyes him...

				MEMPHIS
		I can come up with the front money.
		Pay you back...

				CALITRI
		Were it only that easy. I have
		obligations. The order needs to be
		filled...

	Calitri takes a manila ENVELOPE from his desk... Hands it to
	Memphis, who takes out the SINGLE SHEET OF PAPER inside.

				CALITRI (cont'd)
		On that list, you'll find fifty cars.
		Fifty. Five-zero. They range in
		age from the 1956 Ford Thunderbird
		to the 1999 Toyota Camry; and in
		expense from the 1993 Volkswagen
		Jetta to the 1988 Lamborghini
		Countach. Fifty cars. Five-zero.

	Memphis scans the list ... Looks up at Calitri ...

				CALITRI (cont'd)
		There is a container ship in Long
		Beach Harbor. Pier 14. Ready to be
		loaded with 4-car-per shipping
		containers, false-walled and
		customsprofiled as motor oil
		designated. The ship leaves in four
		days for South America and the
		men who've tendered me this contract ...

				MEMPHIS
		They gave you only four days?

				CALITRI
		They gave me two weeks. I wasted most of it
		with your brother and his crew, who not
		only lost what pitiful few they managed
		to boost, but also alerted the heat as to our
		endeavor, making this even more difficult
		to achieve ...

	Memphis scans the list ...

				CALITRI (cont'd)
		Four days. 50 cars. I'm paying 200
		thousand dollars ...

	Now Memphis looks up...

				MEMPHIS
		I'm not interested --

				CALITRI
		I knew you'd say that.

				MEMPHIS
		I'm just here about my brother.

				CALITRI
		I knew you'd say that, too --

	Calitri smiles ... Memphis 'looks at him... At Atley Realizing
	the trap ...

				MEMPHIS
		Sound it out for me.

				CALITRI
		Your brother has four days. Fifty
		cars. Five-zero. For that he gets
		200 large ...

				MEMPHIS
		And if he doesn't make it -- ?

	Calitri goes to one corner of the shop... Takes a tarp off
	of a full couch MAHOGANY CASKET...

				CALITRI
		I made this, too. My first one.
		Brass extension handles, not plated.
		The coverings are silk, not rayon.
		Expensive hardwood. And lined with
		spray green Lorraine crepe ...

	Memphis waits, knowing where this is going --

				CALITRI (cont'd)
		Yes, yes. I made it for young Kip. In
		case he fails. At 8:00 Friday morning,
		if that ship sets off without my
		fifty ... Kip will take up permanent
		residence in this box ...

	Calitri WALL SWITCH and the a corrugated steel SLIDING DOOR is
	RAISED, revealing a LOADING DOCK facing the back of the yard... Two
	MEN are working out there... DIGGER AND BUTZ scuzzy dudes, mid-30s
	and dressed in dirty coveralls ...

				CALITRI (cont'd)
		Come here for a second, boys --

	And they come over --

				DIGGER
		Evenin', Mr. C. --

				CALITRI
		Digger, Butz: let me introduce
		you to Randall Raines. Used to
		head up the dandiest ring in
		Southern Cal. Left us
		for parts unknown. Randall, this
		is Digger. And that's Butz -

				DIGGER
		Hi, Randall --

	Memphis says nothing. Calitri grins ... Nods to Digger an Butz,
	who go back to work...

				CALITRI
		Digger and Butz will be in charge of burial.
		They're good boys ...

	Memphis' look is cold and furious ... Plaintive:

				MEMPHIS
		I don't want them hurt. Any of 'em...

				CALITRI
		"don't want" the Dodgers to lose or
		the summer to end. But we
		don't get to choose these things...

	Atley hits the wall-switch and the steel door slides shut. Calitri
	turns to Memphis...

				CALITRI (cont'd)
		"Nothing that's forced can ever be
		right." Old woodworking expression.
		I really don't care how the 50
		get onto my ship ... I just care
		that they do. You decide.

	With that, he puts his protective glasses back on - and fires up
	an abrasive-disc-finishing machine, adjusting the miter gage and
	beginning to sand the Outside curve of an angled chamfer.

	EXT. HELEN RAINES' HOUSE - ESTABLISHING - NIGHT

	A small New England-style shingle and clapboard, up on a hill
	overlooking the port. A small GUEST-HOUSE behind it ...

	INT. HELEN RAINES' HOUSE

	Helen clears away the dinner dishes ... The TV is on. The news. We
	see a CRIME SCENE ...

				REPORTER
		... the car-jacking, which left Ramona
		Sullivan, the 44-year-old mother of
		three, dead, occurred last night at ...

	Memphis glances to the TV... Grimaces ... He looks out the window
	... At the SEDAN parked below...

	EXT. RAINES' HOUSE - NIGHT

	Memphis comes out ... Moves to the sedan parked across the street
	... it is Detectives Castlebeck and Drycoff...

				DETECTIVE CASTLEBECK
		I know you.

				MEMPHIS
		You know my back.

	They get out of the car... The view of San Pedro from up here is a
	spectacular bedspread of lights ...

				DETECTIVE DRYCOFF
		When'd you get to town, Raines?

				MEMPHIS
		The other day....

				DETECTIVE DRYCOFF
		What for?

				MEMPHIS
		No particular reason. Catch a Laker game. I
		heard we got Shaquille ...

				DETECTIVE DRYCOFF
		Where you been, anyway?

				MEMPHIS
		Just out there. Roaming around. Building up my
		collection of refrigerator magnets ...

				DETECTIVE DRYCOFF
		You seem a little hinked-up ...

				MEMPHIS
		Not at all ...

	He and Castlebeck lock eyes ... Castlebeck takes a pear from his
	coat pocket ... Sets to polishing it ...

				DETECTIVE CASTLEBECK
		I remember us having made some
		kind of deal, Randall. I don't
		remember this deal having some kind
		of time-limit. I look at you -
		here - in my town - and I'm
		confused...

				MEMPHIS
		A little family emergency --

				DETECTIVE CASTLEBECK
		I hope it's not your dear sweet
		mother...

				MEMPHIS
		No...

				DETECTIVE CASTLEBECK
		Or your baby brother. What was his
		name?

				MEMPHIS
		Kip.

				DETECTIVE CASTLEBECK
		Yes, Kip. Short for Kipling.
		Named for the English writer
		of stories about India ...
		He bites into his pear ...
		Memphis says nothing, waits ...

				DETECTIVE CASTLEBECK (cont'd)
		I got a rash of thefts.  A new crew is
		making noise. We recovered a big take -
		last week...

				MEMPHIS
		And this has what to do with me?

				DETECTIVE CASTLEBECK
		I don't know. But you shouldn't
		be here. Take care of your business.
		I'll give you 24 hours. And
		then I don't want to see your face.
		Ever again. Make a fool of me
		once, that's my bad. Make a fool of
		me twice. That's really my
		bad, and I'll kick your ass from
		here to India ...

	Castlebeck gives him a long look... As they walk back to the car...

				DETECTIVE CASTLEBECK
		Good. Cos you know how it plays.
		Six years ago, I let you go free. But
		the next time ... The next time sends
		you away for'a long, long while ...

				DETECTIVE DRYCOFF
		By the time you get out, asshole, there
		won't even be cars. We'll all be cruisin'
		around in space ships ...

	He laughs... And they drive off ... Memphis watching them go ...
	once they're gone... He walks ...

	EXT. "THE SIDE POCKET" - BACK ALLEY EXIT - NIGHT

	Kip comes out of the club... Toby follows ...

				TOBY
		You goin' home?

				KIP
		Yeah... You want a ride...

				TOBY
		Sure -

				KIP
		How'd you get here? Your Moms give you
		ride -- ?

				TOBY
		Hell, no. I boosted a 'Vette.

				KIP
		You boosted a 'Vette? Then where is it?

				TOBY
		I dunno. It was right here. Someone
		musta' boosted it back...

				KIP
		Damn crooks is everywhere --

	They smile...And go to Kip's TRANS AM...

				TOBY (cont'd)
		Memphis seemed weird, huh? What's with
		them clothes? He a farmer now or
		something?

	And this seems funny to Kip... He smiles..

				KIP 
		Yeah. Except the only thing he's growing
		is old...

	And they are fronted by TWO GOONS ... Who toss them up against the
	wall...

				KIP (cont'd)
		What do you want -- ?

	One of the goons SOCKS Toby in the gut. Toby doubles over. Kip
	strains to intervene, but his goon holds him back --

				KIP
		Don't you do that! You leave him alone!

				GOON
		Shaddup, Raines

				KIP
		He's got nothing to do with this --

	And the goon punches him in the face. And Kip goes down. And out.

				GOON
		Get him in the car

	EXT. WOODBURN SCRAP AND METAL - NIGHT

	Kip comes to. In his car. Hot white lights blind him. The Trans
	Am is in the crusher. FIGURES above him. Calitri. The goons ...

				CALITRI
		Hello, Kip --

	Kip tries to get out. The doors are pinned by the forklift.

				KIP
		Lemme out of this --

				CALITRI
		Were it only that easy --

				KIP
		We can still do it --

	Calitri nods ... And the crusher presses ... The roof caves a bit
	... Kip is close to scrunch ...

				CALITRI
		No you can't. Flies on sherbert is what you
		remind me of. Because just being attracted
		to something, doesn't mean you belong...

	INT. CALITRI'S WOODSHOP

	Atley is here, watching Calitri and Kip. one of the monitors. He's
	miserable. But there is nothing he can do.

	EXT. SCRAPYARD - NIGHT

	Kip continues to struggle free...

				KIP
		Listen, Calitri --

				CALITRI
		Call me "Ray." Better yet: call me
		"asshole." Cos that's how you've
		treated me --

				KIP
		I get out of this I'm gonna fuck
		you up --

	Calitri does have to admire the stones on the kid. But. Another
	nod. Another crusher-press. Another scrunch...

				KIP (cont'd)
		Calitri -- !

	Nothing. Silence. Kip peers through the slit that the
	side window has become ... Only they are gone ... And there
	is another awful NOISE ... Kip strains to discern its
	origin ... Only he can't get the angle ...

	We can. It's a huge CRANE, tipped with a GRIPPING CLAW... It is
	maneuvered over the Trans Am... Grasps it. . . And LIFTS IT 
	INTO THE AIR ... Kip, terrified, inside ...

	And, as the crane dangles the Trans Am toward the black waters of
	the harbor, we CUT TO:

	INT. HELEN RAINES' HOUSE - KITCHEN

	Memphis is at the kitchen table. The list of cars before him. He's
	making notations. He gets to his feet ... He goes to check on his
	mother ... She's asleep in her room... He closes the door ...

	And goes back to the kitchen. He goes to a framed PHOTOGRAPH - of
	he and Kip. Earlier times. Happier times.

	When there is an enormous THUD! From outside. Memphis goes to a
	window. Sees a RAMP TRUCK unloading a gnarled blob of metal.
	Memphis runs outside. Just as the ramp truck drives off ...

	Memphis goes to the mangled Trans Am... Leans down ... And there's
	Kip ... Seriously smooshed in the flattened car.

				MEMPHIS
		Kip -- ?

				KIP
		Yeah ...

				MEMPHIS
		You all right -- ?

				KIP
		I think so. There's things I can't
		feel right now. Like my feet. But ...
		You think you can get me outta this,
		Memphis? I'd appreciate it -

				MEMPHIS
		Just hold-on there --

	Memphis goes to the garage ... Finds a crowbar, an acetylene
	TORCH, tin-snips ... He goes back to the wrecked car... And sets
	to work... He looks at Kip ... Shakes his head...

				MEMPHIS (cont'd)
		So you want to run that part by me
		again about things being "all
		sweetness and light..."

				KIP
		This has nothing to do with any
		of that --

				MEMPHIS
		Oh. You maybe have more than one
		enemy who owns a car-crusher -- ?

				KIP
		All my enemies own car crushers. 
		It's like a pre-requisite ... Owwww...

				MEMPHIS
		Easy ... Take it easy ... We're almost
		there...

	Indeed... Memphis has freed him ... Kip crawls from the wreckage
	... His clothes in tatters... Blood seeps from a variety of
	contusions ... He limps ... Memphis helps him to the guest house
	...

	INT. KIP'S GUEST HOUSE - LATER - NIGHT

	Small, cluttered... Posters of Kurt Cobain, a skying Kobe Bryant,
	Pamela Anderson, two nude girls draped over a glittering
	Lamborghini Espada, etc. There's a fish tank... And a big-screen
	TV, on which the Lakers are currently defending a high-speed
	Boston Celtic fast-break...

	Memphis sits on a ratty couch before the TV... Kip comes out of
	the bedroom... He's changed clothes ... He wears clunky fur-lined
	MOON BOOTS, leopard-skin Speedos and a tshirt ... He looks
	slightly ridiculous...

	Throughout the scene, Memphis should be studying Kip, as if he's
	seeing him for the very first time ... And waiting for the
	inevitable crack...

				MEMPHIS
		You okay -- ?

				KIP
		Totally. I'm fine. You want a beer,
		man -- ?

				MEMPHIS
		Sure --

	And Kip limps toward the refrigerator ... He comes back with two
	beers ... Hands one to Memphis ... Glances at the TV --

				KIP
		you like Kobe's game? I do. You
		think he's heir apparent to MJ? I do.
		He speaks fluent Italian, you know? So he's
		got that going for him --

	And a cut on Kip's forehead starts to bleed ... Kip grabs a towel
	... Presses it to his head --

				MEMPHIS
		You sure you're okay -- ?

				KIP
		Yeah, man. Where is your beer?

	Memphis holds it up ... Kip nods ... There are a pile of IGNITIONS
	on the table ... Kip picks one up, absently begins trying to strip
	it...

				KIP
		Cool. So you're living up North?

				MEMPHIS
		Yeah -

				KIP
		I heard you were pumping gas -

				MEMPHIS
		Something like that -

				KIP
		You're kind of cultivating a new look.

				MEMPHIS
		Yeah --

	Beat ... They watch the game ... Kip replaces the soaked towel
	with another ...

				MEMPHIS (cont'd)
		Maybe you need a stitch --

				KIP
		Nah. It's a scratch.

				MEMPHIS
		Okay --

	Beat ...

				KIP
		Hey, you want something to eat ?

				MEMPHIS
		What do you got ... ?

	And Kip hoists himself painfully to his feet ... Limps over to the
	'fridge ... Memphis watches him, a slight grin at Kip's attempt at
	cool ... Kip peers into the 'fridge ...

				KIP
		Not much. I got olives. You like
		olives?
		Kalamata olives rule, I think. Ma likes
		the Calabrese. It's more mellow

	And he brings over a bowl of olives.

				MEMPHIS
		There's certainly a time and a place
		for a mellow olive -

				KIP
		Yeah, yeah. That's what I'm thinking --

	And they nibble on them. Kip bites into one ... And the juice
	stings his cracked lip ... But he disguises his grimace as an
	appreciative nod...

	And for a moment, they nibble olives and drop pits into an
	ashtray... Then:

				MEMPHIS
		So what are you gonna do?

				KIP
		About what?

				MEMPHIS
		"About what?"

				KIP
		About Calitri? No worries, man.
		I'll call him. He's a reasonable
		dude ...

				MEMPHIS
		I can see that -

	And Memphis glances out the window. To the crushed car. Kip
	catches the glance, glances himself, chooses to ignore it.

				MEMPHIS (cont'd)
		You have everything ... under
		control?

				KIP
		Yeah. He just wants to know I'm
		still on it. He needs reassurance.
		All these big swinging dicks do.
		No worries. I won't let him get
		into our Kool-Aid...

	Kip shrugs ... Picks up another olive... Remembers the pain' of
	the last one... Drops it back in the bowl ... Memphis is staring
	at him, disgusted... Kip feels it ...

				KIP (cont'd)
		What -- ?

				MEMPHIS
		What happened to you?

				KIP
		What?

	And now Memphis gets to his feet ... Paces the place...

				MEMPHIS
		You just got crushed in a car. You're
		bleeding all over your self. And you
		sit there - eating olives and talking
		basketball, as if, at this very
		moment, people weren't plotting
		your demise ...

				KIP
		C'mon, man... My "demise..."
			(chuckles)
		Overreaction

				MEMPHIS
		"Over--"  You know - I can maybe
		understand, since I been gone, you
		taking up this dumb-ass life of
		crime, and for that I can partly
		blame myself. But what is baffling
		to me, is how, since I been gone,
		you've become a complete and total
		moron--

				KIP
		Hey, now -

				MEMPHIS
		He's gonna kill you -- !

				KIP
		I can handle it --

				MEMPHIS
		You can handle it?

				KIP
		I can handle it --

				MEMPHIS
		You can handle it?

				KIP
		I can handle it --

				MEMPHIS
		You?

				KIP
		Me.

				MEMPHIS
		You?

				KIP
		Me...

	Beat ... Hold the look ... Kip shifts in his chair ... Even this
	hurts... He tries to hide the wince ... Memphis goes to the 
	window, looks out at the harbor below... Beat ... Then:

				KIP (cont'd)
		Why? You think you can help me?

	And he turns back to Kip ...

				KIP (cont'd)
		What can you do? You haven't done
		anything in six years but pump gas 
		and go overall shopping. And 
		the cars, they've changed ...
		There's new shit. Computer chip
		keys and sophisticated alarms and
		I don't think, an old guy, could much
		bypass 'em...

				MEMPHIS
		You don't think so, huh?

				KIP
		Not really ... But you know... Maybe
		I'm wrong ...

	And the brothers look at each other ... In the pale glow of the
	TV... For a long beat ... And then we'll CUT TO:

	EXT. LONG BEACH HARBOR - CANNERY / FISH AUCTION - DAY

	A rack of eel and OCTOPUS hung out to dry in the salty sun ...

	Memphis walks with Atley Jackson past the bustling commercial
	fishing hubbub: Portuguese FISHERMEN unloading albacore and
	bluefin from their ship's hold; Greek FISHERMEN emptying mackerel
	and halibut from their nylon trawl nets; their WOMEN gut, clean
	and fillet ...

	As they walk, Atley is selecting FISH from the various MARINERS
	... Who wrap it up for him... He places it in a leather satchel
	... Everyone seems to know him...

				ATLEY JACKSON
		Nicolo, how's the yellowtail today?

	An old FISHERMAN, who speaks broken English, wraps up several
	steaks...

				FISHERMAN
		Very nice, Atley. Very nice ...

				ATLEY JACKSON
		You can't get it any fresher than this,
		Memphis ... From the sea to my
		skillet ... Nothing in between...

				MEMPHIS
		What's with the fish thing -- ?

				ATLEY JACKSON
		We can learn something from our Asian
		friends. They smoke a thousand
		cigarettes a day; they're completely
		stressed and overworked; they drink
		like, well ...

				MEMPHIS
		Fish.

				ATLEY JACKSON
		And they still have the lowest rate of
		cancer of anywhere in the world. You
		know why? All they eat is seafood.

				MEMPHIS
		Also, never underestimate the restorative
		powers of "Karaoke."

				ATLEY JACKSON
		I do a poaching number. Six-ounce
		fillets in a saucepan of brine. In
		8 minutes, I could cater a goddamn
		wedding. Plain but flavorful. And
		it's a good way to show off my
		Hollandaise sauce ...

				MEMPHIS
		You have a Hollandaise sauce ?

				ATLEY JACKSON
		I do ...
			(laughs)
		Christ, what happened to us ?

				MEMPHIS
		Speak for yourself, boss I don't
		have a Hollandaise sauce

				ATLEY JACKSON
		No, but you dress like an asshole ...

	They walk...

				MEMPHIS
		I think about that night a lot...

				ATLEY JACKSON
		Me, too. Every time I walk...

				MEMPHIS
		How they were just there ... Waiting on
		us ... The fix was definitely in ...

	Nothing from Atley... They walk ... Memphis looks at him.

				MEMPHIS (cont'd)
		Yeah, you know: I just. I just
		never really thanked-you. I meant
		to. I just want you to
		know...

	Memphis nods. Atley shrugs, and selects some halibut
	filets.

				MEMPHIS (cont'd)
		Tell him it's on ...

	Atley looks at him...

				ATLEY JACKSON
		Yeah -- ?

				MEMPHIS
		Yeah Tell him to lay off Kip and
		them Tell him it's on

	Atley nods...

				ATLEY JACKSON
		Any idea how you're gonna go at it?

	Memphis looks at him... Shakes his head... FADE TO BLACK.

	As a SUPER on-screen reads: PART II - BACK TO WRONG

	EXT. OTTO'S AUTO - NIGHT

	The hustle and bustle of a full-service auto restoration
	operation ...

	Dig the 157 Chevy, as an orange diamond tuck and roll with
	orange fur interior is installed... Dig the 153 Corvette
	as its front and rear suspension is replaced with coils
	and airshocks ... Dig the 150 Merc, as its chrome is
	stripped off and the old paint sandblasted and holes
	brazed...

	All under the watchful eye of...

	OTTO HALLIWELL

	Late 60s. A feisty grease-soaked curmudgeon who begs the
	question: how the hell did they manage to rock together
	Yoda and the ghost of Walter Huston... ?

	But he remains the Zen master of cars and all that cars are, were
	and can be ...

	His mixed-breed MUTT - Hemi - licks his balls in one corner

	Otto is currently AIRBRUSHING a candy-colored, variegated DESIGN
	on the deck lid of a Camaro ... It is painstaking work ... But he
	is an artist ...

	His woman - JUNIE - a tall blonde, early 40s, body of a thousand
	dances, wipes his brow, like a scrub nurse ...

	Memphis wanders in...

	Otto sees Memphis ... Drops his brush... He walks over to Memphis
	... Takes him in his arms ... Hugs him close... Actually waltzes
	him a few steps ...

	Memphis is stunned at the transformation this place has gone
	through ...

				OTTO
		Am I dying? Are all the angels of my life
		returning to bid a final farewell?
			(holds him at arm's length)
		And have my angels completely lost
		their fashion sense -- ?
			
				MEMPHIS
		Hello, Otto ...

				OTTO
		You remember Junie?

				MEMPHIS
		Of course. Hi, Junie --

				JUNIE
		Hello, Memphis -

				MEMPHIS
		What happened here -- ?

				OTTO
		Whatever do you mean?

				MEMPHIS
		The chop-shop... Where are the stripped
		cars?  The rolled-back odometers? The
		part bins?

				OTTO
		What happened? Old-age happened. I tired of
		killing them. I woke up one morning and thought
		I am no longer a destroyer. I am a means of
		resurrection. Now. We restore. We revive.
		There are so few things in this life, we can
		prevent from decay. Most must die. These don't
		have to...

	He calls over to the MEXICAN MAN working on the pick-up ...

				OTTO (cont'd)
		It's 3 coats of primer, 12 coats of black
		acrylic lacquer before laying out the
		flames ... And fill the cab top with mylar
		flakes ... They'll sparkle like stars ...
			(turns to Memphis)
		Randall, Randall, Randall ... You look
		splendid ...

				MEMPHIS
		You, too, Otto

	And Otto goes back to the Camaro ... To finish his work...

				OTTO
		I heard rumors you were back. About
		Kip ...

				MEMPHIS
		He's gotten involved --

	Otto looks up frustrated... To Junie

				OTTO (O.S.)
		I can't concentrate. Play something, my
		sweetness; my reason to rise ...

	And Junie hits PLAY on a cassette deck ... And, instantly, ENGINE
	SOUNDS rip from the shop's stereo speakers ... Otto listens, as
	if it were a Mahler symphony...

				OTTO (cont'd)
		The Ferrari 365 GTB/4 Daytona. At Le
		Mans. 1971. The quad-cam V12. Hear
		how they got the engine up?
		Hear those exhaust notes? That's a
		very wide rev range... Here, it
		peaks at 5500 RPM...

	Memphis smiles ... These eccentricities are old hat...

				OTTO (cont'd)
		Raymond Calitri. He's amplified much
		sorrow on these streets ...

				MEMPHIS
		You think it can be done?

				OTTO
		Are you considering a comeback tour?

				MEMPHIS
		Tell me...

				OTTO
		It can be done. Take two days to shop;
		one to prep. I'll offer up my bible
		for a small fee. You also have to
		hope Kip's jerk-circus didn't undo
		Castlebeck's linkage so much so
		that he's setting up surveillance
		teams on every city block. And
		then get yourself a crew...

				MEMPHIS
		The hard part ...

				OTTO
		"A people is a detour of nature to
		get 6 or 7 great men - Yes, and then
		to get around them..." Nietzsche said
		that.

				MEMPHIS
		Is he still working here ?

				OTTO
		The old crew. Go find them. I can't
		help you with that. Since I've cleaned
		up the act a bit, they no longer come
		around... A pity how legitimacy makes
		you unpopular -

				MEMPHIS
		I Just don't know how happy they'll be
		to see me

	Otto has finished the Camaro ... He looks at Memphis --

				OTTO
		I remember I had a 1964 Buick Opal.
		worst car ever built. Value job.
		Everything broke and I-fixed it.
		A coma car - built to German specs.
		Plastic gas line. 3 speedometer head.
		On a quiet night, you could hear it
		rusting in the garage. But when that
		car was gone, I missed it. If it came
		driving back in here right now,
		there'd be tears and laughter ...

				MEMPHIS
		And the moral of that story is -- ?

				OTTO
		Go to them. They'll be happy to see
		you ... Ahhh...

	And he closes his eyes ... To listen to the Ferrari tape ...

				OTTO (cont'd)
		... 8.8:1 compression...

	We PRE-LAP Simon And Garfunkel's "Baby Driver" and CUT TO:

	CLOSE ON: A SIGN READING: "PLEASURE CRUISE DRIVING SCHOOL"

	atop a moving DODGE ARIES K. Which is nearly SIDE-SWIPED by an
	oncoming PICK-UP. A MAN HOWLS IN TERROR...

	INT. DODGE - MOVING - CITY STREETS - DAY

	A timid CHINESE GIRL - JENNY, 23 - negotiates the vehicle at
	10 & 2. Riding shotgun, her howling instructor is DONNY ASTRICKY - 41,
	whom we remember from six years ago. Now he's paunchy, with Ernie
	Borgnine tough-guy-warmth. At one time, he kicked out the 
	jams. Now he teaches driver's ed...

				DONNY ASTRICKY
		Pull over! Pull her the hell over!

	Jenny pulls the car over in a lopsided lurch...

				DONNY ASTRICKY (cont'd)
		Put it in PARK. Remember how
		to do that? It's the big "Pff.

	She parks it. He stabs at the side-view mirror ...

				DONNY ASTRICKY (cont'd)
		"Objects May Appear Closer
		Than They Seem." Can you say
		that for me?

				JENNY
		I'm sorry.

				DONNY ASTRICKY
		You ain't sorry. You're a horrible
		driver... You can't strap into
		your seat belt, without almost
		getting creamed by a bus ...

	She starts to cry... Donny softens ...

				DONNY ASTRICKY (cont'd)
		Aw, c'mon. It's no big deal.
		You can't drive. You can't.
		Time to acknowledge it and move on. I
		can't swim. I know I can't. So you
		know what I do? I stay the fuck outta
		the pool ...

	EXT. PLEASURE CRUISE DRIVING SCHOOL - DAY

	Memphis waits outside ... The Aries K comes crawling toward him.
	Donny gets out of the car ... Sees Memphis ...

				DONNY ASTRICKY
		Damn. Memphis Raines. Long time ...

				MEMPHIS
		How you doing, man?

				DONNY ASTRICKY
		All I get are the Orientals. They can
		build 'em, but they can't drive
		'em So? What are you doing here?
		What's with the outfit -- ?

				MEMPHIS
		You know where the others are?

	Donny frowns... Looks close at Memphis ... Then:

				DONNY ASTRICKY
		Most of 'em are gone. The Dyar Boys are
		doing a nickel at Chino; Henry Santoro
		and Frankie Fish are moving
		weight in Florida; Bill Doolin was
		killed in Denver... Atley
		Jackson's on the gimp and runnin'
		errands for Calitri; The Sphinx
		is still around, I guess ... Then
		of course, there's ...

	His pause is meaningful ...

				MEMPHIS
		Forget that ...

				DONNY ASTRICKY
		Okay. Figure it forgotten. What's this
		about anyways -- ?

	INT. OTTO'S AUTO - NIGHT

	In a wood-panelled back room, around a conference table: Memphis
	and Donny sit... With the list before them...

				DONNY ASTRICKY
		Most of 'em are late-model...

				MEMPHIS
		That's right. Only 10 exotics ...

				DONNY ASTRICKY
		We'll have to start beating the
		bushes, find out where they live...

	Otto enters. Giggles...

				OTTO
		Some crew you got ...

				MEMPHIS
		If we put out the word. That we're
		crewing-up, for a one-time-only job...
		What do you think that'll yield?

				DONNY ASTRICKY
		A bunch of strung-out hypes and stick-
		up men. This ain't like the old days,
		Memphis. The profession has lost its..

				OTTO
		Dignity...

				DONNY ASTRICKY
		Yeah...

				MEMPHIS
		Well, the three of us don't'exactly
		inspire confidence...

	Beat ... Donny examines the list ...

				DONNY ASTRICKY
		Wow! They got Eleanor here -- ?

				MEMPHIS
		I know. Weird, huh -- ?

	The door opens ... One of Otto's WORKERS is there...

				WORKER
		Otto, there's someone here to --

	But they walk past: Kip, Tumbler, Mirror Man, Toby, Freb

				DONNY ASTRICKY
		Lookit Kip. All grown up...

				KIP
		Hey, Donny --

				MEMPHIS
		What are you doing here?

				KIP
		Otto called -

	Memphis looks to Otto ... Otto shrugs ...

				OTTO
		You need him...

				MEMPHIS
		No we don't -

				OTTO
		I appreciate your dilemma, Memphis.
		But how are two washed-up thieves
		and an old man supposed to boost
		50 cars in three days...

				MEMPHIS
		His criminal career has officially come
		to a close ...

				OTTO
		The conundrum still applies, of course. The
		purpose of the endeavor is to rescue
		baby brother from imminent
		death and/or a life of crime. However.
		This cannot be successfully
		carried out without baby brother's
		considerable resources, shabby
		though they may be.

	Memphis considers ... He has little choice ...

				MEMPHIS
		We do this. Then. You're finished.
		Then. You're clean

				KIP
		I like how you wallop back in here -
		after four years - and can still get all
		Clifford Huxtable on my shit ...

				MEMPHIS
		You hear me?

				KIP
		I hear ya. Get me outta this. I'll
		move to the country. Open a fruit
		stand...

	Memphis looks at him... Shakes his head...

				DONNY ASTRICKY
		You guys have any skills at all?

				KIP
		Hell, yeah. Mirror Man here is
		our electronics expert. He's got
		some gadgets you old farts maybe
		never -heard of; Tumbler can drive
		anything with wheels, and some
		things without; Toby's a hacker,
		can do things with a computer, that
		are pretty amazing ...

				MEMPHIS
		How old are you now, Toby?

				TOBY
		Sixteen. But my birthday's in seven
		months ...

	Memphis shakes his head... Sighs ...

				DONNY ASTRICKY 
			(re: Freb)
		What about him?

				KIP
		Freb can order pizzas like nobody's
		business

	Freb starts to Protest ... Shrugs ...

				FREB
		People gotta eat ...

	Memphis looks at all of them ... Sighs...

				MEMPHIS
		Okay, then... Otto?

				OTTO
		In order to succeed, you're going
		to have to go old-school. one night
		boost. Put all your nuts in one basket.
		And...

				TUMBLER
		One night? Are you nuts?

				MEMPHIS
		You got maybe a better plan?

	Tumbler looks to Kip...

				KIP
		You spread it out ... you move around...
		So's they can't touch you... so's they
		don't know... Shadow games and shit
		...

				MEMPHIS
		"Shadow games?"

				KIP
		Shadow games ...

				MEMPHIS
		You spread it out, by the 2nd night,
		the heat are onto you. Know
		something's up. With a one-night boost,
		by the time all the cars are reported
		stolen, your ship's set sail.

	Kip and the others nod... Makes sense ...

				MEMPHIS (cont'd)
		Go on, Otto -

				OTTO
		We're on a truncated time-table. Take a day to
		shop it; a day to prep it ... And we're still
		going to need to expand the crew...

				DONNY ASTRICKY
		There's no one left ...

				OTTO
		We've got several Italian cars on the list.
		Always tricky, always timeconsuming. So
		we're gonna need a specialist ...

	Memphis looks at him. Because that's what he was afraid of.

				MIRROR MAN 
			(to Otto)
		You know of one -- ?

				MEMPHIS
		Yeah. He's knows of one all right.

	So we'll PRE-LAP The Beach Boys' "409" and CUT TO:

	INT. "THE NAUTICAL MILE" SALOON - NIGHT

	A SHOT GLASS, slammed down on a bar by a surly DRUNK... In a
	mariner saloon. Drunken SAILORS and FISHERMAN and NAVY TYPES.
	Sawdust on the floor. Broken beer mirrors. A rough joint...

				DRUNK
		One more, girl -

	The BARTENDER comes over.. . She is a dark-haired, heavily 
	tattooed GIRL, 26, with the faded blue world-weariness of Roy Orbison
	song... Her name is Sara Wayland... And she goes by SWAY. She
	collects the Drunk's empty glass...

				SWAY
		I think you've had enough, Billy...

				DRUNK
		Enough? I haven't even started, girl.
		Gimme another --

				SWAY
		If you leave now, Billy, you can get
		a head-start on waking up in a pool
		of your own vomit...

				DRUNK
		Listen, you little cooze--

	And the Drunk reaches out across the bar, to grab a bottle And
	Sway grabs his hand, twists it ... The Drunk groans in agony ...
	And Sway, still clutching his hand, hops over the bar ... And
	drags the drunk by his twisted hand to the front ... Cries of
	"Attagirl, Sway!" pepper the air ...

	EXT. "THE NAUTICAL MILE" - NIGHT

	Sway tosses him... The Drunk hitting the pavement ...

				SWAY
		Come back when you've learned how to
		drink, Billy --

	And she freezes ... Because standing there, is Memphis ... She
	looks at him ... Shocked is a good place to start ...

				MEMPHIS
		See you're still stealing the sailors from
		the sea --

				SWAY
		What are you doing here?

	And she heads back inside ... And he follows her...

	INT. "THE NAUTICAL MILE"

	They head toward the bar...

				SWAY
			(re: his clothes)
		What's with the look?

				MEMPHIS
		The hip, cool, sexy thing was getting
		old...

				SWAY
		You look like you lost your sheep ...

	And she hops back behind the bar ...

				MEMPHIS
		You still wrenching at Bacchiochi's?

				SWAY
		Hell, yeah. I'm not getting rich in
		here ...

				MEMPHIS
		Buy you a drink?

				SWAY
		Nope. I got a coffee. And a
		boyfriend.

	She waves to a 30-year-old CAT drinking with his buddies. He waves
	back. Memphis frowns.

				SWAY (cont'd)
		Mitch.

				MEMPHIS
		"Mitch?"

				SWAY
		Mitch.

				MEMPHIS
		So I was replaced by Mitch?

				SWAY
		No. You were replaced by Alex.
		Who was replaced by Kevin. Who
		was replaced by Vince. Who was
		replaced by Mitch...

	She smiles sourly at him...

				MEMPHIS
		Wow. And to think all I
		accomplished these past six
		years was the "LORD OF THE
		RINGS" trilogy...

	She stares at him... Shakes her head... Busies herself with her
	glassware ... Beat ...

				MEMPHIS (cont'd)
		You look great --

				SWAY
		Yeah, well, you always were a sucker
		for flawed existences ...

	ANGLE - MITCH. Watching them talk ...

				SWAY (cont'd)
		You should leave --

				MEMPHIS
		On account of Mitch?

				SWAY
		On account of me.

	He studies her... Then:

				MEMPHIS
		I've taken the spear for a lot of
		people, Sway. Including you. Can't
		we improvise a little here ... ?

				SWAY
		No can do. Life goes on, pointfive ...
		You left me, remember?

				MEMPHIS
		I left town. I didn't leave you.

				SWAY
		A distinction worth noting ...

				MEMPHIS
		And here I am...

				SWAY
		Yes. But I got a feeling it's not on
		account of any longing-for-my-touch
		on your part -

				MEMPHIS
		Kip's in trouble

	And now she looks concerned

				SWAY
		What kind of trouble -- ?

				MEMPHIS
		Kip took a job. Fifty ladies in two weeks.
		Only the two weeks have turned into four
		days. And not a single lady has been
		snared.

				SWAY
		And you got some Italians -- ?

				MEMPHIS
		Six or seven...

				SWAY
		I'm not doing it anymore. Haven't
		for a while. I've carved out something
		for myself. It's pathetic, but it's mine ...

				MEMPHIS
		I understand -

	And the cat - MITCH - comes over with two empty pitchers

				MITCH
		Another round, Sara -

				SWAY
		Sure, Mitch -

	And she goes to the tap ... Leaving Memphis and Mitch ...

				MITCH
		How you doing, pal?

	Memphis nods ... Beat. They sit there. Regard Sway...

				MITCH (cont'd)
		She's hot, right?

				MEMPHIS
		I'd go so far as to say "lovely."

	And Mitch leans over to him, conspiratorially ...

				MITCH
		You should her face when she's having
		sex --

	And Memphis turns to him...

				MEMPHIS
		Really?

				MITCH
		Really...

				MEMPHIS
		What's it look like?

	And Memphis reaches out, and GRABS Mitch's nipple, PINCHING.
	Mitch's face curls ...

				MEMPHIS (cont'd)
		Is it a squinty, grimacing, contorted
		face? Agonized and writhing and ugly?
		Oh, now I see it, yes, yes!

	And Memphis releases him... And Mitch goes down hard ... And Sway
	comes over ...

				SWAY
		What the hell are you doing -- ?

				MEMPHIS
		If you change your mind. We're at
		Otto's. It's 50 ladies in 24 hours.
		For The Carpenter. 200 K and Kip's
		life on the felt. So long now ...

	And he's out of there, before Mitch's PALS can get to him.

				MITCH
		Who was that guy, Sara?

	She looks at the door ... Shrugs ...

				SWAY
		Good question ...

	INT. OTTO'S AUTO - LATER - NIGHT

	Memphis, Kip, Donny, Mirror Man and Otto sit around the garage ...
	Going through the list ... Tumbler calls from the next room:

				TUMBLER
		Freb's here. Open the gate.

				DONNY ASTRICKY
			(to Otto)
		We sent him out on a solo boost. See
		what he could do ...

	Freb pulls in an '89 Cadillac Coupe De Ville ...

				FREB
		How do I look in this one?

				MIRROR MAN
		Like a goofy white boy in a Cadillac.

				DONNY ASTRICKY
		How'd it go?

				FREB
		Keys were in it ...

				DONNY ASTRICKY
		Well, that defies the point, don't it?

				MIRROR MAN
		You should ask him how he got the name
		"Freb."

				FREB
		Shaddup, man ...

				DONNY ASTRICKY
		Get the damn thing in there and get it
		cleaned up -

	Freb pulls in. Pops the trunk. The gate is closed.

				KIP
		This is loaded with crap - get a duffel.

	He pulls out a set of golf clubs ... Freb brings over a duffel ...
	Mirror Man plucks something from the trunk ...

				MIRROR MAN (cont'd)
		Holy shit ...

	It's a plasticine BAG - full of a WHITE POWDER...

				DONNY ASTRICKY
		Lemme see that -

	He pierces the skin.. Tastes ...

				DONNY ASTRICKY (cont'd)
		Heroin.

				KIP
		No shit?

	And they pull back the trunk tarp ... And there are perhaps TWO
	DOZEN similar smack-filled BAGS ...

				DONNY ASTRICKY
		There's gotta be a million bucks worth
		here -

				TUMBLER
		We're rich. Goddamn, we're rich!

				MEMPHIS
		Where'd you pick her up?

				FREB
		In front of one of them poker parlors in
		Chinatown ...

				MEMPHIS
		Well, take it back --

				KIP
		Take it back? What do you mean take
		it back? Are you crazy, man?


				MEMPHIS
		Take it back, Freb --

				MIRROR MAN
		Hey, now, Memphis... C'mon, man -

	Donny makes to grab the bag from Mirror Man ... But Mirror Man
	holds on ... They tug back and forth ... The bag DROPS ...
	Splitting on the ground, behind the car. Spilling heroin.

				MIRROR MAN (cont'd)
		Now, see what you--

	But a BANG! BANG! on the front gate, gives them all pause.

				OTTO
		Who is it -- ?

				DETECTIVE CASTLEBECK (O.S.)
		Castlebeck.

				DONNY ASTRICKY
		Jesus. The whole damn thing's loaded.

				OTTO
		one minute -- !

	And the others scatter into the back office, with their tools and
	devices and lists. Leaving only Memphis and Otto.

	Memphis picks up the broken bag ... Sticks it in the trunk ...
	Puts the golf clubs in on top of it ... Slams the trunk. Only
	there's still a neat MOUNTAIN OF SMACK ON THE FLOOR by the rear of
	the Caddy ... But there's no time...

	For the gate is opened. Detective Castlebeck ambles in.

				DETECTIVE CASTLEBECK
		I know you.

				MEMPHIS
		You know my back.

				DETECTIVE CASTLEBECK
		What are you still doing here,
		Randall?

				MEMPHIS
		Stopped by to see Otto. Say hello.

	Castlebeck looks at Otto... Otto grins... Castlebeck walks around
	the garage... Taking it all in...

	Castlebeck notes the Caddy ...

				DETECTIVE CASTLEBECK
		What's this -- ?

				OTTO
		Cadillac.

	ANGLE - the mound of heroin on the floor ...

				DETECTIVE CASTLEBECK
		What's wrong with it -- ?

				OTTO
		Needs brightening ...

	Castlebeck takes out a WALKIE ... Barks into it ...

				DETECTIVE CASTLEBECK
		Run me down a tag - 329 HRO. Cadillac.

	He clicks off ... Otto and Memphis share one ... A glance to the
	smack ... Castlebeck is a mere inches from it ...

				OTTO
		No faith in our new-found goodness,
		Detective ...?

				DETECTIVE CASTLEBECK
		Sure. But sometimes we got to
		create some numbers. The task force
		is run by statistics, you know ...

	Before they can respond, the radio crackles ...

				RADIO (O.S.)
		329 HRO. There's no want on the license at
		this time...

	Castlebeck looks disappointed... Otto grins ... Castlebeck stares
	at the Caddy, still unconvinced...

				MEMPHIS
		You're thinking: okay, there's no want ...
		But they probably stripped its guts and
		crated 'em up, right ... ?

				DETECTIVE CASTLEBECK
		Something like that -

	Memphis opens the driver's side door ... Gestures Castlebeck in
	... Castlebeck gets behind the wheel ...

				MEMPHIS
		Let her rip ...

	And Castlebeck starts the car...

	ANGLE - TAILPIPE ... WHOOSH! All of the heroin on the flo is blown
	away by the exhaust ... Memphis winks to Otto ... Castlebeck seems
	satisfied ... Gets out.

				DETECTIVE CASTLEBECK
		Okay, then. I'll catch you later,
		Randall ...

				OTTO
		Double-meaning intended, right?

				DETECTIVE CASTLEBECK
		Right ...

	Castlebeck stops at the gate... Turns back to them...

				DETECTIVE CASTLEBECK
		It's funny. There's probably been
		five more cars stolen in the time
		I've been here ...

				MEMPHIS
		I don't think so, Detective ...

	And Castlebeck is gone. Memphis and Otto exhale big time.. The
	others come out from the back... To find Memphis and Otto dumping
	the heroin into the sink, running the tap ...

				MEMPHIS (cont'd)
		Take her back to where you found her,
		Freb --

	INT. RAINES APARTMENT - NIGHT

	Kip is in front of the TV, playing a video game. Helen Raines is
	at the kitchen table, going through a PHOTO ALBUM... Memphis comes
	home ... Hangs up his coat ...

				MEMPHIS
		Hey -

	He kisses her head ...

				MEMPHIS (cont'd)
		Kip -

	Kip nods ... Plays on ...

				MEMPHIS (cont'd)
		What do you got there?

				HELEN RAINES
		The photo album. I get nostalgic around
		this time of year ...

				MEMPHIS
		What time of year?

				HELEN RAINES
		Tuesdays ...

	He smiles ... Sits down next to her ... They go through the

	PHOTOS: - childhood shots of Memphis and Kip, a younger Helen;
	Memphis at 17, in his "Ike's Garage" coveralls; 14year-old
	Memphis, an infant Kip, and their father (ROBERT RAINES) a MAN
	with bright eyes and a quiet smile, standing before an old Cutlass
	442; Robert Raines ... Outside a car dealership. We can almost
	feel his strong, sure presence ...

	Memphis looks at his mother ... As she looks at the picture.

				MEMPHIS
		You ever wonder what things'd be like
		if he hadn't died?

				HELEN RAINES
		Every day. I wonder about that every day...

				MEMPHIS
		Kip and I'd probably be working at the
		dealership...
			(to Kip)
		Imagine us selling cars?

	Nothing from Kip ... Eyes glued to the TV... Memphis glances to
	his Mother ...

				MEMPHIS (cont'd)
		Imagine that -- ?

				HELEN RAINES
			(salesman voice)
		And just in case you lose your keys, good
		sir, I can toss in a complimentary slim-jim,
		free of charge ...

				MEMPHIS
		Mother -- !

	They laugh ... Look at the album ... At Robert Raines ...

				MEMPHIS (cont'd)
		I remember, every day, he'd come home
		in a different car.
		That was the greatest thing ... And
		we'd climb all over it ... Examine
		every inch of every different
		car ...

				HELEN RAINES
		I remember. Supper getting cold, cos you
		two are out there heads under hoods ...

				MEMPHIS
		You remember that, Kip?

				KIP
		I was six ...

	Memphis and Helen look at him... Then:

				MEMPHIS
		After he died ... I think that's
		what I missed most of all ... That
		there was no different cars every night ...
		When I started hanging around Otto's ...
		And he started showing me the things ...
		It was a way to kill two birds ...
		Put food on the table for you and Kip ...
		And ... Ride in different cars every
		night ... Just like when Dad was here.

	Tears stand in Helen's eyes ... Kip gets to his feet ...

				KIP
		Ancient history's two things.
		"Ancient." And "history!"

	And he walks out of the house, door slamming behind him. Memphis
	turns to his mother ...

				MEMPHIS (cont'd)
		We're gonna have to do this thing, Ma.

				HELEN RAINES 
		I know...

				MEMPHIS
		We do it. He'll get clear Once and
		for all 

	And she nods ...

	ANGLE - A PHOTO. Robert Raines. Smiling beside an Olds 98.

	EXT. INTERNATIONAL TOWERS HIGH RISE CONDOS - DAY

	The garage door opens as a resident drives out ... And Memphis and
	Donny and Kip and Toby enter the garage ... They walk along the 
	rows of parked cars ... Searching ...

				DONNY ASTRICKY
		Car-jacking is the lazy man's boost.
		No skill. No finesse. Can only take
		the car if the key is in it. That's
		not thieving. That's parking ...
		Thugs ... With the decency of dirt ...

				TOBY
		They're just cars, man ...

	To prevent Donny from biting the kid's head off, Memphis chimes in
	with:

				MEMPHIS
		This Eleanor's been living at the
		International Towers for 3 years now.

				TOBY
		Who's "Eleanor?"

				MEMPHIS
		The 167 Mustang Shelby Mustang GT-500.

				TOBY
		Why do you call it "Eleanor?"

				MEMPHIS
		All the vehicles get code names.
		Female names. You say "Eleanor lives
		at such and such... " and no one
		listening on the waves is the wiser ...

				DONNY ASTRICKY
		Eleanor is Memphis' "unicorn."

				MEMPHIS
		And there she is --

	Indeed, slotted nearby is a '67 SHELBY MUSTANG GT-500 Silver with
	black top ...

				MEMPHIS (cont'd)
		Hello, Eleanor --

	And he looks at her. An old friend he hasn't seen in years.

				TOBY
		It looks just like a regular Mustang --

				KIP
		Don't go there, Toby --

				MEMPHIS
		She's not. Carroll Shelby tweaked the
		Mustang's High-Performance 289 engine
		and got it legally rated for the street
		at 450 horsepower ... But its actual
		output is closer to 600 ...

				TOBY
		So she flies -

				MEMPHIS
		She soars -

				DONNY ASTRICKY
		Grade-A unicorn ...

				TOBY
		What's a "unicorn?"

				DONNY ASTRICKY
		Fabled creature. You know - the horse
		with the horn? Impossible to capture?

	Toby looks blank ...

				DONNY ASTRICKY (cont'd)
		We all got one. The single car
		that, no matter how many times
		you try to boost, something happens...
		Cops show up, car doesn't start, owner
		comes back. It's voodoo...

				TOBY
		You guys and the car thing, man --

	They head off ... Memphis turns back to the Shelby

				MEMPHIS
		See you in a few days, Eleanor --

	INT. OTTO'S AUTO - BACK ROOM - DAY

	To Queen's "I'm In Love With My Car." The crew is at work, a MAZDA
	and a CADDY are parked here for practice: Tumbler is modifying a
	series of slim jims, based on the type of cars they'll be after

	Donny and Freb are in the Caddy, Freb behind the wheel Tumbler
	puts together BRIEFCASES, containing the requisite TOOLS: slim-
	jim, gizmo, screwdriver, ratchet, dent-puller, a mini-battery with
	pointy leads ...

	- Mirror Man is showing off one of his GADGETS - beepersized
	DEVICE - to Otto... They stand before a locked MAZDA.

				MIRROR MAN
		And you just stick it in the lock.
		Hit this little button ... And ...

	He does ... The door UNLOCKS ... The car's ALARM gives a weak
	chirp and dies... Otto looks at Donny ...

				OTTO
		We're dinosaurs, Donny. Pull-up a tar pit ...
			(to Mirror Man)
		Can I try -- ?

				MIRROR MAN
		Knock yourself out --

	Kip and Memphis are with Toby, who has his laptop out ...

				TOBY
		I logged outside the G.R.A.B. site,
		right? Then I monitored their
		incoming outside data requests,
		right? Then I got these ISDN numbers,
		right? Then I tracked them back,
		right? Then I took the one I could
		jack-up the easiest, right? Then I
		called back see, they think I'm an
		insurance company - that's where it
		looks like I'm coming from -- and
		they're sharing stats with this
		insurance company, right? So now
		they're sharing it with me, right?
		They think I'm looking for stats for
		an actuarial conference on auto-theft.
		So they let me in, right? Give me all
		these numbers. But then I don't leave,
		right? I'm in. I've got the key. Now I
		just go anywhere I want.

				MEMPHIS
		So what's in there -- ?

				TOBY
		I can tell you who's gonna be on duty
		tonight. I can tell you how much gas
		they're using monthly. I can tell you
		how they used to spend that annoying
		half-hour between "FRIENDS" and "SEINFELD"...

	Memphis nods ... Fairly impressed...

				KIP
		Good work, Toby --

	Donny and Freb are inside the Caddy ... Freb's attempts to start
	it fail...

				FREB
		It just ain't happening --

				DONNY ASTRICKY
		You'll get the hang of it, kid. You
		just need to remember one thing -

				FREB
		What's that?

	Donny smiles ...

				DONNY ASTRICKY
		On boost night? Always take along a
		good mix tape ...

	Donny smiles ... Freb frowns ...

				DONNY ASTRICKY (cont'd)
		You bring a woman back to your
		crib for some lovemaking, the
		song you put on, depends on the
		woman, the type of lovemaking you
		intend to do, right?

				FREB
		I guess ...

				DONNY ASTRICKY
		You got a school teacher or Nancy from
		accounting, you don't put on Sly Stone
		or James Brown. You put on
		Ravel. Rachmaninoff. But if you got
		some wild one you just picked
		up at the track, you wouldn't put on
		Cat Stevens or James Taylor.
		You'd put on Prince. Or Isaac Hayes.
		Or, if you really wanted to
		get after it: Miles.

				FREB
		okay ...

				DONNY ASTRICKY
		It's the same way with cars. Different
		cars. Different tunes. You can't steal
		a Maserati listening to Sinatra. You
		gotta get urgent. You gotta get Sonny
		Rollins or Led Zeppelin IV, on that
		shit. But never, never-ever take no Allman
		Brothers into a Lincoln Town Car. Could
		lead to disaster. Got it... ?

				FREB
			(absolutely hasn't got it)
		Got it ...

				DONNY ASTRICKY
		Good.

	And then Sway enters ... Donny gets out of the Caddy ...

				DONNY ASTRICKY (cont'd)
		Whoa, whoa, whoa. Memphis went out
		and got some big game ... Hello, Sway.
		I was just telling the lads about mix
		tapes --

				SWAY
			(to Freb)
		Janis Joplin. Billie Holliday. Ella
		Fitzgerald...

				DONNY ASTRICKY
		Gender bias ...

	Otto is before her ... Bowing from the waist ...

				OTTO
		I've missed you, Sara Wayland --

				SWAY
		Good to see ya, Otto --

	They embrace. Memphis and Kip enter from the other room...

				KIP
		How ya doing, Sway -- ?

				SWAY
		Kip...

	She looks at Memphis ... Small nod... Small smile ...

				DONNY ASTRICKY
		What do you think about all this?

				SWAY
		Stick it in the drawer marked "Fool's
		Errand", right -- ?

				DONNY ASTRICKY
		That's my girl --

				MEMPHIS
		That's Mirror Man ... And that's
		Freb ... And Tumbler ... And Toby ...
		Fellas, this is Sara Wayland... They
		call her "Sway."

				SWAY
		Hey -

	But the kids look high near thunderstruck ... The others laugh ...
	Go back to their work ... Memphis and Sway

				SWAY (cont'd)
		No questions. I'm here. I need the
		dough.

				MEMPHIS
		Of course ...

	She studies him... Nods ...

				SWAY
		Good. Just so we understand...

	And then she sees something at the entrance ...

				SWAY (cont'd)
		Oh, shit. You didn't --

	He follows her gaze ... To where -- A MAN, early 40s, has walked
	in. Tall, gaunt, ice-eyed. This man never speaks. And his nose is
	a gnarled blob of scar tissue ... Which is why they call him

	THE SPHINX

	And the others really don't dig his scene ...

				DONNY ASTRICKY
		Well, well, well. The original crash
		test dummy...

	The Sphinx nods to all. Smiles warmly, but it comes out creepy.
	Freb whispers to Otto ...

				FREB
		Who's that -- ?

				OTTO
		That's The Sphinx.

				FREB 
		The Sphinx?

				OTTO
		He never says a word. And he's got
		a messed-up nose. Hence. The Sphinx.
		He's boo-koo koo-koo. But he steals like
		time ...
			(to The Sphinx)
		Hello, Sphinxy, old rum -- !

	And Otto embraces the taller man ... And the others stand
	around, offering uneasy glances to The Sphinx ...

				MEMPHIS
		Okay. We're all here. Today's Wednesday.
		D-Day is Friday night ... That gives us
		two days to prep ... We're going to find
		the ladies on our list, find out where
		they live, when they're home; that
		they're properly insured ... Let's get
		into the vans --

				MIRROR MAN
		Where we going -- ?

				MEMPHIS
		We're going shopping -- !

	We PRE-LAP Gary Numan's new-wave rave classic "Cars".

	EXT. LONG BEACH STREETS - DAY

	A MONTAGE of the hard-core old-school preparations...

	THREE MINI-VANS drive off from Otto's Auto - Mirror Man at the
	wheel of one of them - The Sphinx and Donny with him... - Freb
	drives the 2nd van: Memphis, Sway, and Kip with him... Tumbler
	drives the 3rd van: Otto and Toby with him.

	They carry pens and NOTEBOOKS ... And, as they drive around,
	they're searching out cars ... When they see an auto that
	corresponds to the list, they take down its license plate.

	Memphis dials the cell ... Mirror Man answers on the speaker in
	his van ... Tumbler in his ... We'll CROSS-CUT the scene as
	necessary from van to van ...

				MEMPHIS
		How's it going -- ?

				DONNY ASTRICKY
		It's arright ...

	They drive on ... Till --

				DONNY ASTRICKY (cont'd)
		Check it out: 173 Firebird. Know
		who drove one of those ... ?

				OTTO
		Yes, I do, in fact. John Wayne in
		McO...

				DONNY ASTRICKY
		That's being obscurest ... Who else?
		Better known. Memphis?

				MEMPHIS
		Jim Rockford. ROCKFORD FILES.

				MIRROR MAN
		For real?

	As the scenes in the vans play out - we should be INTERCUTTING

	with SHOTS of CARS ON THE STREET. LICENSE PLATES. Their NOTEBOOKS.
	As license #s are written down.

				DONNY ASTRICKY
		For real. Okay. Gimme COLUMBO...

				KIP
		Peugot convertible ...

				DONNY ASTRICKY
		What color?

				KIP
		Gray.

				FREB
		How you know that?

				KIP
		Remember who my brother is?

	INT. OTTO'S AUTO - BACK ROOM

	Sway has drawn an intricate CHART on a vinyl DRAWING BOARD: 1-50,
	each car is annotated, ie: 1) '56 Ford T-Bird; 2) 188 Lamborghini
	Countach, etc. She begins ascribing names to them, Female names.
	With Magic Marker. Easy to erase.

	INT. REGISTRY OF MOTOR VEHICLES - DAY

	Donny enters with a sheaf of PAPERS ... He waits in line ...

	EXT. JIMMY'S HARBORSIDE RESTAURANT - NIGHT

	Mirror Man has hired on as a VALET ... DINERS pull up in their
	cars ... Mirror Man offers the DRIVER of a Porsche Boxster a
	ticket ... And climbs in, to park the car ...

	INT. OTTO'S BACK ROOM

	Sway writes #2-4) Porsche Boxster and next to it PATRICIA 1

	INT. THE VANS

	As they drive around... Still searching and quizzing...

				OTTO
		DUKES OF HAZARD?

				MIRROR MAN
		Fuck that cracker shit --

				TUMBLER
		I know that one. General Lee, I
		believe, was a ... Dodge Charger ...

				DONNY ASTRICKY
		You ever notice how it had a different
		interior every week? That bugged me.

				MIRROR MAN
		Three words: Get A Life.

	INT. OTTO'S BACK ROOM - DAY

	Memphis and Otto go through Otto's BIBLE - an overstuffed LEDGER
	with the addresses Otto has collected, over the years, of some
	2000 cars. They look for any that correspond to Calitri's 50 ...

	INT. REGISTRY - DAY

	Donny offers the REGISTRY WOMAN a LIST of several cars from the
	shopping spree ...

				DONNY ASTRICKY
		I'd like the names and addresses of
		the owners of these 20 cars please...

				WOMAN
		It'll take me about 15 minutes.

				DONNY ASTRICKY
		I can wait.

	He smiles kindly at her. And takes a seat. It's that easy.

	INT. OTTO'S BACK ROOM - DAY

	Sway at the board... A grouping of three Mercedes Benz S320 are
	designated as JENNIFER 1, JENNIFER 2, JENNIFER 3...

	INT. OTTO'S GARAGE - DAY

	Otto shows Freb how to disarm an alarm system by groundingout a
	tail-light with a wire to a mini-battery...

	This dead-shorts the lights, shorts-out the alarm system, which
	chirps for a sustained second and then kills itself. The door
	locks pop open ... Otto grins...

	EXT. JIMMY'S HARBORSIDE - NIGHT

	Mirror Man in the Boxster... Parked, . He takes the KEY from
	the ignition ... And then takes, from under his jacket - a KEY
	CUTTER... And he sets to cutting a COPY of the key.

	INT. THE VANS - MOVING

	Shop and talk, part III ...

				FREB
		Okay, okay. What about MAGNUM P.I.?

				KIP
		Thanks for playing, Freb. That's a
		gimme ...

				OTTO
		Yes, but what was on the license
		plate?

				MIRROR MAN
		The license plate?

				TUMBLER
		I know. "ROBIN 1."

				OTTO
		Very good. But what was the
		significance of "ROBIN 1"?

				FREB
		Was that his first name?

				OTTO
		His first name was Thomas. Thomas
		Magnum...

				DONNY ASTRICKY
		Thomas Sullivan Magnum, to be exact.

	They look at Donny, impressed...

				TUMBLER
		Robin 1 ...

				MIRROR MAN
		I know! Robin was the name of that
		faggy guy who hung with him...

				KIP
		No. That was Higgins ....

				DONNY ASTRICKY
		Jonathan Quayle Higgins ...

				MIRROR MAN
			(to Donny)
		You're like a serial killer, ainchoo?

	INT. OTTO'S_-AUT0 - DAY

	Sway calls #29 - A '98 Corvette - CAROL...

	INT. MIDNIGHT AUTO - NIGHT

	A random chop-shop. The Sphinx is buying chopped
	IGNITIONS, that go with the cars on the list ...

	EXT. JIMMY'S HARBORSIDE - MIRROR MAN

	has cut a key, jocks the cutter, and, before he gets out
	of the Boxster, opens the glove box and grabs the
	registration.

	He takes a mini-tape-recorder from his pocket ... Reads
	the owner address into the dock... Returns the
	registration" to the glove box... Leaves the car ... For
	today.

	EXT. OTTO'S SALVAGE - NIGHT

	Tumbler and Kip park the car carrier behind a Matterhorn
	of decimated automobiles ... Out of view...

	INT. MIDNIGHT LOCKSMITH - NIGHT

	The Sphinx brings the ignitions to the locksmith ... Who
	makes keys for them...

	EXT. JIMMY'S HARBORSIDE - NIGHT

	Mirror Man taking names and kicking ass. A BMW M ROADSTER.

	INT. OTTO'S

	Sway writes NANCY 1 next to #27) BMW M ROADSTER...

	INT. REGISTRY OF MOTOR VEHICLES - DAY

	The Registry Woman gives Donny the list he needed...

				WOMAN
		It's two dollars per car. That'll be
		40 dollars please...

	He pays her ... Big smile ...

	INT. THE VANS - MOVING

	One more time ...

				OTTO
		Anyone? The significance of "Robin 1" on
		Magnum's license plate? Memphis?

				MEMPHIS
		Robin was Robin Masters. He owned the
		estate they lived on ...

				OTTO
		Ten points for our fearless leader ...
		Sway, how 'bout giving us the honor of
		the Bill Bixby trifecta -- ?

				SWAY
		I don't know that

				KIP
		Stumped -- !

				FREB
		Thank-God, Sway, you ain't all freaky-
		deaky, too

	But Sway grins

				SWAY
		How about: a Corvette in
		MAGICIAN; a Ford pick-up truck in
		INCREDIZLE HULK, and...

				OTTO
		Here's where it gets tricky ...

				SWAY
		... he walked in THE COURTSHIP OF
		EDDIE'S FATHER.

	Kip high-fives her... Freb looks disappointed...

				DONNY ASTRICKY
		Walked like a bastard... Skippin'
		stones and shit..

				OTTO
		That's a good one, Donny...

				DONNY ASTRICKY
		I think so too --

	And they drive... All smiles ... All pleased with
	themselves ... And, after a beat ...

				MIRROR MAN
		Ya'll really need to get the fuck out
		of the house more...

	INT. OTTO'S AUTO - BACK ROOM

	Sway has finished the chart ... 50 cars ... Their
	corresponding distaff names...

	INT. FREB'S HOUSE - NIGHT

	Freb is at his stereo. CDs scattered around him. Tupac.
	Biggy. Puff Daddy ... Making a mix tape... END MONTAGE.

	INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

	A garage dealing exclusively in imports. Memphis enters...

				MEMPHIS
		Hello -- ?

	Sway slides out from beneath a Testarosa ... In her greasy
	coveralls, hair tied back, a motorhead's dream girl ...

				SWAY
		Hey.

				MEMPHIS
		What's wrong with her -- ?

				SWAY
		The right side of the engine is
		running richer than the left. And the
		scope isn't showing shit... I dunno... 

	And she goes to the sink...

				SWAY (cont'd)
		You know Annie's trouble

				MEMPHIS
		Annie -- ?



				SWAY
		You haven't been studying --

	She gestures to where the LIST of 50 is on the counter.

				SWAY (cont'd)
		137 Roadster. Custom. Lives at 1443
		Locklin in Rancho Palos Verdes ...

				MEMPHIS
		Right. Great car. One of a kind. I
		was looking forward to that boost
		myself 

				SWAY
		She was the only "Annie" you could find?

				MEMPHIS
		They only made a handful. We're lucky
		there's even one living in the area...

				SWAY
		Yeah, well ... She lives with District
		Court Judge Seymour Croft ...

	As she speaks we CUT TO:

	EXT. 1443 LOCKLIN - RANCHO PALOS VERDES - DAY

	A massive house of glass and steel in a fancy
	neighborhood. We MOVE FOR THE HOUSE. Over the fine-trimmed
	lawn.

				SWAY (O.S.)
		... and he keeps "Annie' in his
		living room... Like a work of art ...

	INTO THE SPARTAN LIVING ROOM...

	Massive framed Lichtenstein and Haring pieces on the wall
	... Surround the yellow ROADSTER, which sits up on a
	platform ... Check out JUDGE CROFT, a nasty fat man in his
	late 50s ... He sits in the nearly empty room... A complex
	system of directional lighting illuminates the Roadster
	...

				SWAY (O.S.)
		She's got 27 miles on her o-dom.
		Which is exactly how far away the
		custom shop was in 1979 when he
		bought her... He drove her home,
		never drove her again ...

	The judge gazes at the car, admiring its jet-pod
	taillamps... A MAID comes in with a tray of tea service
	... The maid crosses the Judge's line of sight... Watch
	as he curses her out, his face going beet red with fury...

				SWAY (O.S.)
		The man's a freak...

	INT. BACCHIOCHI'S FOREIGN MOTORS

	Sway looks at Memphis ...

				SWAY
		She's trouble --

				MEMPHIS
		I put the boys on it. They're clever
		that way...

	She nods ... Long look ...

				SWAY
		I go with you --

				MEMPHIS
		That what you want?

				SWAY
		That's what I want ...

				MEMPHIS
		Okay.

	She hits the Lava soap and starts washing the grease from her
	hands ...

				MEMPHIS (cont'd)
		I missed you, you know -

				SWAY
		You mentioned that in your letters 

				MEMPHIS
		I always thought you'd follow me up.

	She shuts off the taps ... Towels her hands...

				SWAY
		We were good when you bailed, weren't we?

				MEMPHIS
		Very good...

				SWAY
		Cos there were those dark days, when
		I figured - my God, how easy it was
		for him to just give it up; to make the
		deal; take the rot for the whole crew ...
		And give me up in the process.

				MEMPHIS
		No way ...

				SWAY
		No ... ?

				MEMPHIS
		No ...

	And he holds out a hand to her ... And she puts her greasesmeared
	towel into it ...

				SWAY
		Don't go getting all warm and fuzzy on me,
		Randall. I'm the jane that was left, and
		you're the jim that did the leaving. So
		save the sanctimonious shit for someone
		who believes. The only reason I ride with
		you, is cause I don't want to spend the
		whole night with any of them other creeps!

				MEMPHIS
		Oh. Okay. Right.

	EXT. BACCHIOCHI'S FOREIGN MOTORS - DAY

	Memphis walks out... Going over to the PARKED CAR across the
	street ... Castlebeck...

				MEMPHIS
		I'm on the move -

				DETECTIVE CASTLEBECK
		Your girl works in there ...

				MEMPHIS 
		Not my girl anymore

				DETECTIVE CASTLEBECK
		Yet your still here ... I gave
		you 24 hours, 24 hours ago ...

				MEMPHIS
		What do you want from me?

				DETECTIVE CASTLEBECK
		Honestly? I want to - once every
		few months - get into my car. Pack
		a lunch. And drive on up to Chino.
		On visiting day. Bring you some
		magazines. Maybe some almond clusters.
		And see you all bright and shiny in
		your orange jumpsuit. That's what I want ...

	And with that, he starts his car ... Drives off... Memphis gazing
	after him...

	INT. VAN - MOVING - NIGHT

	Memphis drives. Kip beside him. They drive in silence. At last
	coming to:

	EXT. TEN-TON TRANSFER COMPANY - FRONT GATES

	A huge trucking company warehouse. Kip gets out. Bolt-cuts the
	chain-fence out front.

	And Memphis drives on in, passing the long rows of gargantuan
	CAR CARRIERS here. He picks one ...

				MEMPHIS
		This one ...

	He slim-jims the door ... But the ALARM goes off ... A wild
	whooping alarm ... Deafening... Try as he might, he can't get it
	off. He pops the trunk. Looks for wires ... Nothing.

	Then, at once, it goes off. Memphis turns. Kip is there. He holds
	a little DEVICE.

				MEMPHIS (cont'd)
		What's that thing -- ?

				KIP
		Reads the infrared. Then kills it. Little
		something the R & D department came up with ...

				MEMPHIS
		How long were you gonna let me try and
		stop it...?

				KIP
		After a while, it became a little pathetic ...
		Figured I'd put you out of your misery ...

				MEMPHIS
		Thank-you ...

				KIP
		De nada ...

	He gets behind the wheel. Pops the ignition. The truck's flipping
	stack belches. Memphis climbs in next to him.

				MEMPHIS
		Ain't we good-timing here ... ?

				KIP
		The family that steals together, deals
		together...

				MEMPHIS
		Dad'd be proud --

				KIP
		Maybe not. But Dad was from another era...

				MEMPHIS
		What era was that -- ?

				KIP
		The era when crime didn't pay --

				MEMPHIS
		As opposed to now, Kid Car Crusher?

				KIP
		Price of doing business...

				MEMPHIS
		What about just getting a job, 9 to 5,
		five days a week, that whole mystery
		achievement -- ?

				KIP
		It's for assholes. The Legal Buck blows,
		Memphis.  You know that. Doing this, we
		make mad bank, my boys are down, the
		girlies come around and the boosts are
		a breeze. Yeah, sure, you're gonna get
		jacked-up every now and then - but ain't
		that a small price to pay for never,
		never-ever, having to say "paper or
		plastic?"

	And he grins and puts the truck into gear. And off they go

	INT. OTTO'S AUTO - GARAGE - NIGHT

	The Replacements chime in with "Someone Take The Wheel." Memphis
	and the crew ... All but Sway are present.

	Tumbler and Mirror Man follow Memphis to one side of the shop ...
	To a window ... He gestures outside to where we see and UNMARKED
	CAR and the orange glow of two cigarettes ... Staking them out ...

				MEMPHIS
		We've got to shake them tomorrow
		night. I'm making that your problem.
		That's called delegation of duties.
		You like it -- ?

	Mirror Man and Tumbler regard the cops ...

				MIRROR MAN
		Sure, man --

	And they follow him back into the garage ...

				MEMPHIS
		Okay. Tomorrow night it's on. Each
		team has been assigned their ladies.
		The teams are: me and Sway. Donny
		and Freb. Kip and Tumbler. Mirror
		Man, you and The Sphinx ... 

	Mirror Man looks horrified ...

				MIRROR MAN
		Aw, c'mon, man ...

	The Sphinx grins at him...

				TOBY
		What about me?

				MEMPHIS
		You'll be at the docks ... Keeping Otto
		abreast of our progress ...

				TOBY 
		How come ... ?

				MEMPHIS
		Because you should be home with
		Nintendo, listening to The Spice
		Girls, little man ...

				TOBY
		Come on. Kip, talk to the guy

				KIP
		There's no talkin' to him --

	And Otto and Junie come out with two bottles of champagne and some
	paper cups ...

				OTTO
			(cup raised)
		To a safe and successful session of bumping
		fenders and trading paint.

	Everyone toasts ... Drinks ... Donny goes to the tape deck... Hits
	PLAY ... And "Little Deuce Coupe" by The Beach Boys BLASTS.
	("Little Deuce Coupe/You don't know what I got...")

	And all of our guys dance to it ... Singing along ... Otto dances 
	with Junie; Tumbler with Toby; even The Sphinx lipsyncs the falsetto
	parts ...

				BEACH BOYS 
		"Well, I'm not braggin,' babe So don't put
		me down But I got the fastest set of wheels
		in town, etc."

	Yes, it's the requisite rock-to-an-oldie bit ... But God, it's
	fun. As they exorcise some pre-boost jitters.  Only Kip stands
	aside from the frolic ... We watch them dance and laugh and sing
	for a bit ...

	And then Atley Jackson is there. And behind him, another Calitri
	GOON... And, finally, Calitri himself stands there.
	Someone kills the music. They all look at him... Donny and The
	Sphinx nod to Atley ...

				CALITRI
		This is how you're spending my time?
		Having a sock hop?

				MEMPHIS
		Everyone know Ray Calitri? Pillar of the
		community ...

				CALITRI
		Look at this. A multi-generational gathering
		of scumbags ...

				OTTO
		So saith the God of Scumbags --

				CALITRI
		Hello, Otto. My boys at the dock report no
		cars have yet to be delivered. And there's
		only one more night ...

				OTTO
		Getting nervous, Ray? What happens to you, I
		wonder, if delivery isn't made?

	Calitri ignores him... Looks at Kip ...

				CALITRI
		With all the free time I've had not
		counting cars as they're loaded onto
		my ship, I've managed to sand the
		cedar inside your box, Kip. This 
		will protect you from the anaerobic
		bacteria, that normally thrives in
		an airless; environment. Thus
		prolonging decay ...

	He smiles ... And Kip actually makes a run for him... Only to be
	held back by Tumbler and Donny ...

				MEMPHIS
		Get out of here, Ray --

				CALITRI
		One more night --

				MEMPHIS
		Get out --

				CALITRI
		I hope you know what you're doing. God help
		you if you don't ...

	And with that, he leaves, his goons following. Leaving our

	crew to stare after him ... And then we FADE TO BLACK...

	As a SUPER on-screen reads PART III: SWITCHIN'-TO-GLIDE

	INT. HELEN RAINES' HOUSE - GARAGE - DAY

	As Memphis goes through some old boxes. At last, he finds what
	he's looking for ... Opens it ... He takes out its contents ...
	His tools, which we remember from the opening ... And then...
	CLOTHING ...

	EXT. OTTO'S - DAY

	Drycoff and Hawkings wait in their unmarked ...

				DRYCOFF
		Oh, this is a good time --

	He lights another cigarette ... The ashtray is overflowing.

				HAWKINGS
		How much can one man smoke?

				DRYCOFF
		It's a crime, ain't it? Cos
		Castlebeck's got a bug up his ass over
		this guy, I gotta get lung cancer ...

	INT. OTTO'S

	Mirror Man and Tumbler are at the window Memphis brought them to
	last night ... Mirror Man has a RADIO TRANSMITTER in his hand...
	Donny comes by ...

				DONNY
		What are you doing?

				TUMBLER
		Watch and learn, old-timer --

	As Mirror Man points the antennae out the window ... A TOY CAR - a
	1970 HEMI 'CUDA replica ... Radio-operated, the car speeds along
	the curb outside, using parked cars as cover... She really cooks...

				DONNY
		The hell are you doing?

				MIRROR MAN
		Delivering ordnance. Y2K-style.

	ANGLE - THE 'CUDA. As it cruises along. Is stopped by a discarded
	40 oz. empty... But Mirror Man maneuvers and its back on track ...
	At last, parking jammed up to the front, right tire of DRYCOFF AND
	HAWKINGS' UNMARKED.

				TUMBLER
		The Hemi Has Landed --

				DONNY
		Big deal. Now what?

				MIRROR MAN
		What we call: fun and shit.

	And he hits a button on his radio control ... ANGLE - the model
	'Cuda. Wedged in front of the tire. As a quartet of thin steel,
	razor-tipped SPIKES thrust out from the Shaker hood ... A fraction
	away from the tire's skin ... Mirror Man and Tumbler appear
	satisfied ...

				TUMBLER
		We can go now --

	INT. JUDGE CROFT'S GLASS HOUSE - DAY

	The one with the Roadster in the living room... The phone RINGS. 
	The answering machine picks up ... Beeep!

				VOICE (O.S.)
		Yes, this is a message for Mr. Seymour
		Croft, of 1443 Locklin ... This is the
		Department of Water and Power and we're
		going to be doing some work in your
		area tonight ... If you'd please call
		us at 555-1877, so we could discuss
		the...

	INT. OTTO'S - DAY

	Freb on this end... He hangs up ...

	INT. DISTRICT COURT - DAY

	Judge Croft picking up his messages ... Writes down the number ...
	Dials ...

	INT. CROFT GLASS HOUSE - DAY

	In the van. Kip and Toby... Toby's got his lap-top out ... And
	they've re-routed the lines into it ... The phone rings ... Kip
	answers ...

				TOBY
		Department of Water and Power. Could you hold
		please ...

	And before the Judge can respond, they've clicked him on hold...
	And they make him wait ... And wait ... Just like the real D.W.P.
	does ... They high-five...

				TOBY (cont'd)
		Where should we put him?

				KIP
		He's a Judge. He'll only bite for
		something pimpy -

	At last, Toby answers ...

				TOBY
		D.W.P. Thanks for holding. How can I
		help you?

				JUDGE CROFT
		I got a message. I live at 1443
		Locklin.

				TOBY
		Yes. can you hold, sir -- ?

				JUDGE CROFT
		NO! No, I can't! I'm a busy man.

	Kip can hear his anger ... Whispers:

				KIP
		Oooh, she's chafed --


				TOBY
		okay, sir. Let me just get the-order.
		Yes. We'll be doing some work out your
		way. We've got a power leak. And it's
		unsafe. We're moving residences to
		the... Marriott Long Beach ...
		Just for the night ...

				JUDGE CROFT
		Oh, for God's sake

				TOBY 
		I know, sir ...

	And Kip pantomimes eating. Toby, at first puzzled, gets it.

				TOBY (cont'd)
		For the inconvenience we're also
		offering a free breakfast brunch -- 

				JUDGE CROFT
		Breakfast brunch -- ?

				TOBY
		Yes, sir -

	Pause ... They've got him... Thumbs-up ...

				JUDGE CROFT
		Okay, then ... I just go to the
		Marriott and I'm set ...

				TOBY
		You've been pre-booked...

	And the Judge hangs up ...

				TOBY (cont'd)
		Goodbye to you, too, assface ...

	EXT. OTTO'S - LATER - DAY

	They all wait, anxious ... Dressed for their night ... And then
	Memphis enters ... Hoots and hollers ...

	He's dressed in the old duds. Black turtleneck. Black boots. Black
	pants. Long, black, leather duster. Way too cool for school.
	Memphis Raines returns...

				DONNY ASTRICKY
		I miss Orville Redenbacher already --

				MEMPHIS
		Okay, okay. The important thing to
		remember, is to Think Slow. Take
		your time. It may not seem like it,
		but the night is long. Long enough.
		Just think slow and think smart...

	EXT. OTTO'S - DUSK

	As the crew get into the van... And drive-off ...

	INT. DRYCOFF'S UNMARKED

	Drycoff starts her up...

				DRYCOFF
		Let's see what these bastards are up to --

	And' he puts her in gear ... And KA-POW! The front tire EXPLODES
	... Shredded to rim...

				DRYCOFF (cont'd)
		What the fu--

	He gets out of the car, goes to the front ... In time to see the
	little 'Cuda race off down the street after the crew...

				DRYCOFF (cont'd)
		Those little pricks -- !

	ANGLE -- MIRROR MAN. In the back of the van, With his transmitter.
	Giggling wildly as the 'Cuda zooms after him.

	EXT. LONG BEACH HARBOR - NIGHT

	The massive seaport, a series of wharves. Commercial SCOWS and
	TUGS beast the black water. We should note the enormous 23,000-
	ton, 627-foot CONTAINER SHIP, swaying in the harbor. And the giant
	shoreside GANTRY CRANE alongside it ...

	INT. WAREHOUSE

	An expansive warehouse surrounded by chain-link fence ... Enormous
	SHIPPING CONTAINERS are here, in which the stolen cars will be
	stored. And cartons and cartons of motor oil.

	A massive FRONT-END-LOADER will transport each container to the
	gantry crane, which will lower it onto the cells in the container
	ships' hold...

	Each team is ready ... Each has a briefcase containing the tools 
	of the trade ... Memphis talks into a two-way RADIO ...

				MEMPHIS
		How we doing, O -- ?

	INT. OTTO'S

	Otto stands before The Big Board - with all the ladies' names on
	it ... On the two-way ...

				OTTO
		Ready to start erasing. Good luck,
		kiddies --

	INT. WAREHOUSE

	Memphis clicks off ... They climb into 4 Ford Escorts ...

				MEMPHIS
		Okay. All our ladies should be home
		now, tucked in bed. Let's keep chilly.
		Think Slow. Any questions?

				TOBY
		You sure I can't go with ya?

	Memphis' ice-water glance is answer enough ...

				MEMPHIS
		Only use the phones when absolutely
		necessary... Otto's default HQ ...
		Let's go get 'em...

	QUICK SHOTS -

	Of the four cars, as each team slaps a tape in their deck:
	1) Kip and Tumbler. The tape is Tupac. They bang fists.
	2) Donny Astricky and Freb ... Donny's playing Miles Davis.
	3) Memphis and Sway ... And Bruce ...

				MEMPHIS
		Ready -- ?

				SWAY
		Oh, yeah.

	4) Mirror Man and The Sphinx... The Sphinx puts on GLASSES with
	attached FAKE NOSE, to cover his gnarled one ...

				MIRROR MAN
		You should consider always wearing that,
		boy...

	And he slides his tape into the deck... And, as The Gap Band's
	"Burn Rubber On Me" cranks on the track -

	Our team goes out... Into the night ... Toby watching after
	them... Because they're off ...

	EXT. DESERTED PARKING LOT - NIGHT

	Tumbler and Kip park the massive CAR CARRIER here ... Kip is
	behind him in the Escort... Tumbler gets into the Escort and Kip
	drives off ...

	EXT. LONG BEACH STREET - NIGHT

	Memphis and Sway in the van ... Searching ... He pulls to a stop
	... For a Mazda Rx-7 is parked on this quiet, residential ...

	Sway gets out ... Eyeballs it ... Comes back...

				SWAY
		No whistles, but a Club You bring a
		hack -- ?

				MEMPHIS
		No. Open her ...

	He parks ... Opens the back of the van ... Sway pulls the Mazda
	window ... Gets in ... Ignition-Gizmos her ... The motor now
	running ... Waits ... Memphis gets in next to her... He has a
	STEERING WHEEL with him.

				SWAY
		What the hell's that -- ?

				MEMPHIS
		A little trick I picked up at the Car
		Thief Retirement Home ...

	He uses his screwdriver to REMOVE four rivets on the Mazda's
	Clubbed steering column ... In seconds, the CLUBBED STEERING WHEEL
	IS REMOVED, Club still on it. Memphis pops in the steering wheel
	he brought, jerry-bangs the rivets ...

				MEMPHIS (cont'd)
		Let's cruise --

	And they do ... Sway rolls down her window ... Tosses something as
	they drive off -

	ANGLE - THE OLD STEERING WHEEL. "Club" firmly affixed to it. On
	the ground, in the Mazda's old parking place...

	EXT. LONG BEACH STREETS - TUMBLER AND KIP

	as they systematize the cars they're responsible for... Tumbler
	drops Kip off by a Porsche ... We recognize it as one of the cars
	Mirror Man cut a key for in the valet scam. Kip selects the key
	from a series of them hooked into his briefcase. He gets out. Keys
	the car. He's in. He's off ...

	TUMBLER - meanwhile, has driven to a Volvo C70... He, too, has the
	key ... He's in ... He's off ...

	EXT. THE CAR CARRIER - PARKING LOT

	Kip drives the Porsche onto it, Tumbler enters the lot in the
	Volvo. QUICK DISSOLVES as they fill it up... Two Honda Accords,
	another Volvo, a Toyota 4-runner, etc.

	EXT. COMMERCIAL WAREHOUSE - SAN PEDRO - NIGHT

	All is silent. Chainlink fence topped with swirls of lethal-looking
	barbed wire. Mirror Man and The Sphinx are here.

	Mirror Man goes to the main entry fence doors ... He boltcuts the
	chain ... The doors slide open ... They're in ...

	EXT. LONG BEACH STREET - NIGHT

	A Porsche 911 Cabriolet is parked...

	Donny and Freb look at it ...

				FREB
		Diane 1.

				DONNY ASTRICKY
		Very good. Think you can get in without
		waking her up -- ?

				FREB
		Yeah.

				DONNY ASTRICKY
		That's an after-market alarm. Can't
		just cut her wires ...

	He pops his briefcase ... Takes out some gear ... Gets out ...
	Moves for Diane 1 ...

	INT. RAINES APARTMENT - NIGHT

	Helen Raines is rooting through a crowded closet. At last she
	finds what she's looking for ... A small black boxy DEVICE. She
	goes to the living room. Plugs in the box ...

	It is a POLICE SCANNER... And it immediately starts to pop and caw
	... Helen sits down ... And listens... Her face clenched with
	worry ...

	EXT. SAN PEDRO WAREHOUSE - NIGHT

	Mirror Man works the thick steel door ... He's got a sledge and
	center punch... He knocks the knob off with the sledge and then
	goes to work with an ELECTRIC DRILL ...

				MIRROR MAN
		This is some state-of-the-art shit,
		kid. The drill breaks the sockets,
		which force back the spindle and release
		the lock ...only it doesn't seem to be
		working... And The Sphinx is getting
		impatient ...

	EXT. HARBOR WAREHOUSE - NIGHT

	Tumbler and Kip pull in with their car carrier ... Full... They
	start to unload it ...

	INT. OTTO'S

	As Otto SWIPES NAMES FROM THE BOARD...

	INT. MEMPHIS' VAN - MOVING

	Memphis and Sway... They ride in silence ... She busies herself by
	looking through the consul. Comes up with a tube of LIPSTICK. Uses
	the visor mirror to apply it.

				MEMPHIS
		Gosh, no. Lipstick? What next? Mascara, blush,
		floral-print dresses?

				SWAY
		Deodorant.

	And she looks at him... She's really laid the lipstick on
	thick ... But it's oddly effective ...

				MEMPHIS
		Wow. Bozo, the very sexy clown --

	Beat. She looks out the window, throws the following away.

				SWAY
		So, you seeing anybody?

				MEMPHIS
		No. I had a girl. She was great. The
		problem is: great girls come along once
		every ten years. So I gotta wait
		another three years before I can even
		bother to look...

				SWAY
		She was so great, why'd you leave her?

				MEMPHIS
		Her parole officer strongly recommended 
		it ...

	She looks at him... But he's stopped the car... For Kip and
	Tumbler are waiting at the side of the street. They get in.

	EXT. LONG BEACH STREET - NIGHT

	Freb dead-shorts the alarm system, grounding it out on the car's
	own metal surface, just like they taught him... He's in the
	Porsche ... It's just that he can't figure out how to get her
	started ... The passenger door opens ... Donny...

				DONNY ASTRICKY
		What's the matter?

				FREB
		It's all microchips and shit ...

				DONNY ASTRICKY
		Yeah?

	He holds up a screwdriver. Jams it in the steering column.

				DONNY ASTRICKY (cont'd)
		I don't care what kind of car
		it is. How fancy; how expensive;
		how new. You pop the collar -
		it's 1966 all over again ... !

	He pops the collar - exposing an ordinary ignition system.

				FREB
		Cool ...

	INT. MEMPHIS' VAN - MOVING - NIGHT

	Memphis drives ... Sway, Kip, Tumbler with him...

				KIP
		So we loaded all of the keyed cars up and
		dropped 'em ... It was cake ... 8 cars,
		ba-da-bing ...

	Memphis looks at him in the rear-view ...

				MEMPHIS
		Having fun, Kip?

				KIP
		Hell, yeah... It's a beautiful business ...
			(realizes his gaffe)
		I mean, no, man, it's hard, it's scary,
		it sucks ...

	Memphis looks at Sway, shakes his head... Kills the lights ... And
	they pull in to

	EXT. SAN PEDRO WAREHOUSE - NIGHT

	Where Mirror Man is still struggling with the lock, his drills
	and punches, scattered about ...

				MIRROR MAN
		Just give me another --

	only The Sphinx shoves him aside ... Pulls the GUN from his 
	holster and BLANG! blasts open the lock...

	Mirror Man stares at the opened door ...

				MIRROR MAN
		Oh, I get it: old school.

	And Memphis and the others drive up ...

				MEMPHIS
		How's it going?

				MIRROR MAN
		It's going fine. The Quiet Riot and me are
		swapping trade secrets ...

	And in they go --

	INT. WAREHOUSE

	Dark as pitch. Flashlights come on. To reveal

	ROW UPON ROW OF GLEAMING FERRARIS

	Old and new models. Daytonas and Boxers and Dinos and
	Testarossas. There must be at least fifty of them here.

	Flashlight beams dance over car after car. It's a treasure chest
	of automotive jewels ... All of our heroes are in awe. And then a
	soft whimpering. They turn. To see Sway, overcome with emotion.

				SWAY
		It's just... so... beautiful ...

	And it is Kip that puts an arm around her ... She sobs into his
	chest ... Never taking her eyes from the array of Italian grace
	... Indeed, they are all in something of trance. Memphis is the
	first one out --

				MEMPHIS
		C'mon, gang. Let's focus. Sway, can
		you prep 'em -- ?

				SWAY
		I think so... They're just... So ...

				MEMPHIS
		I know. But let's prep 'em. We could
		stay here all night... That wouldn't
		be good --

	The others are still gazing ...

				MEMPHIS (cont'd)
		Let's go, people --

	And they set to work...

	EXT. NIGHT CLUB PARKING LOT - NIGHT

	Donny Astricky and Freb have accessed a '61 Jag... Watch as Donny
	takes out 3 screws in the Jag's ignition and removes the whole
	thing ...

				DONNY ASTRICKY
		So? Tell me: how come they call you
		"Freb" anyways -- ?

				FREB
		C'mon, man ...

				DONNY ASTRICKY
		We're partners here --

	Freb considers ... Then, reluctantly --

				FREB
		My names "Fred." You know: Frederick?
		One drunk night, I decided to give
		myself a tattoo. Hot needle it. I
		used a mirror to guide me ...

	And he pulls up his sleeve - to show the blue "FREB" tattooed
	there ...

				FREB (cont'd)
		The mirror messed me up with the "b" and
		the "d"... Everything's reversed, you
		know? Now, I'm "Freb."

	Donny chooses from a selection of IGNITIONS he's brought along.
	Finds the right one ... Installs it ... Tightens the 3 screws ...
	Starts the car with his own key ...

				DONNY ASTRICKY
		Glad to know you, "Freberick." Let's
		roll -

	And off they go ...

	INT. SAN PEDRO WAREHOUSE

	Sway sets to prepping the cars ... The others wait nearby. Memphis
	walks over to where Kip sits ...

				MEMPHIS
		You okay -- ?

				KIP
		I'm cool.

	Memphis looks at his watch...

				KIP (cont'd)
		We gonna make it?

				MEMPHIS
		Too early to tell. Nervous?

				KIP
		Nah.

				MEMPHIS
		That's strange. I'm nervous. Donny's nervous.
		Everyone's nervous. But not you...

				KIP
		I dunno. Whatever will be will be...

				MEMPHIS
		That's a good attitude, Kip. For
		everything but stealing cars ...

	Before Kip can respond, the signature throaty ROAR of Ferrari
	fills the room, as Sway's got one started --

				MEMPHIS (cont'd)
		Showtime --

	INT. SAN PEDRO WAREHOUSE - QUICK CUTS

	as Sway gets the Ferraris started, her skill readily apparent ...
	And each man - Kip, Tumbler, Mirror Man, The Sphinx - climb behind
	the wheel and ROAR OFF...

	INT. HARBOR WAREHOUSE

	Toby watches as the Ferraris are driven in. He radios Otto.

	INT. OTTO'S - THE BIG BOARD

	as the four corresponding names are ERASED...

	EXT. TOWNHOUSE - NEWPORT BEACH - A MASERATI BOOMERANG

	glowing silver; cool wedge shape, 15-degree angled windscreen; the
	definition of sleek. Memphis and Sway, in the van, roll up to the
	Maserati.

				MEMPHIS
		Hello, Tracy...

	Except that a MAN comes out of the house ... Mid-20s, silk shirt,
	long, leather Prada coat ... Persian'dude ...

				MEMPHIS (cont'd)
		Shit.

	The man climbs into the Maserati. Memphis follows...

	EXT. HARBOR TOWERS - CONDO COMPLEX - ROOFTOP LOT

	Lots of high-end cars. Mirror Man and The Sphinx search the rows
	... At last coming to -

				MIRROR MAN
		Gina -- !

	The 188 Lamborghini Countach... They move for it... Stop ...

				MIRROR MAN (cont'd)
		Check it --

	He gettures to the LICENSE PLATE. It reads "SNAKE"...

				MIRROR MAN (cont'd)
		Oooh. "Snake." Tough guy. "Snake."
		Homeboy wants you to call him: Snaake-!

	They crack up ... Size her ...

				MIRROR MAN (cont'd)
		No whistles ... That's weird...

	He shrugs ... They slim-jim her "beetle-wing" articulated door ...
	Climb in ... The Sphinx starts her up ... Mirror Ma gets in beside
	him... The seats are sooo low ...

				MIRROR MAN (cont'd)
		This shit's on point. Check it: 200.

	He gestures to the speedometer ... Calibrated to 200 MPH..

				MIRROR MAN (cont'd)
		Halfway there, we switch. I drive.

	The Sphinx shrugs ... And they head out ...

				MIRROR MAN (O.S.)
		Say goodbye to your ride, Snake...

	EXT. BACK BAY STREET - NIGHT

	Memphis and Sway have followed the Maserati to another building...
	Idles ... Smokey Robinson's "Cruisin'" croons.

				MEMPHIS
		What's this guy up to -- ?

	After a beat, a WOMAN comes out ... She gets into the car.

				SWAY
		It's 1:30 on a Tuesday. Is that any
		time to pick a girl up for a date?

	The Maserati's lights go off... He's parked...

				SWAY (cont'd)
		What, are they gonna mack -- ?

	Yeah. The couple start kissing. Memphis checks his watch

				SWAY (cont'd)
		Maybe she's got a roommate...

	Beat ... They watch the couple in the Maserati for a beat.

	INT. OTTO'S

	Junie, Otto's gal, on the telephone...

				JUNIE
		... that's right. They'll be in the
		lobby of the Riviera Building. 2206
		Beacon Street. Palos Verdes ...

	And we go to --

	EXT. RIVIERA BUILDING - PALOS VERDES

	And see a LINCOLN LIMOUSINE pull up outside this posh apartment
	building... The DRIVER gets out ... Heads to the lobby ... We see
	Kip and Tumbler step out from the shadows across the street ...
	climb into the limo... Drive off ...

	INT. LAMBORGHINI COUNTACH - MOVING - NIGHT

	The Sphinx drives ... Mirror Man pops in his tape ... Albert
	King's "Drivin' Wheel."

				MIRROR MAN
		That's what I'm talkin' about -- !

	He boogies down. The Sphinx is bewitched, awed by the car's
	magnificent power. But then Mirror Man SCREAMS -- ! With pure
	terror. For, at his feet, wrapped around his legs, is

	A BOA CONSTRICTOR - some 8-feet long... A mass of heavilykeeled
	scales shimmering on coiled muscle ... Mirror Man screams on and 
	on...

	The Sphinx swerves wildly... Racing through a red light. Barely
	missing an on-coming BUS ... Passing a pair of COPS coming out of
	a 7-11. They hop into their unit. Give chase.

	EXT. NEWPORT BEACH - THE MASERATI

	The Persian man and his date ... Mackin' hard... Behind them
	Memphis and Sway wait in the Mazda. Memphis is on the cell

				MEMPHIS
		... okay, check with you soon ...

	He hangs up ...

				MEMPHIS (cont'd)
		Otto says 22 ladies have reported for
		work...

	Sway nods ... The Maserati's windows are fully-steamed...

				MEMPHIS (cont'd)
		Man, they're going at it

				SWAY
		They're in love ...

	Long beat ... He looks at her ...

				MEMPHIS
		What about you?

	She looks at him... Shrugs...

				SWAY
		You remember my Gramma? Yeah. I was
		thinking. If she were alive. And she
		asked me. If she came down, right now.
		Asked me. "What do you do, Sara?
		What's your life?" Innocently.
		Nonjudgemental. I think it would break
		her heart if I said I was a thief. I
		steal cars, Gramma. And even though,
		hey, I learned it all from her son.
		My Uncle Eddie. Who taught me the basics. 
		Which you refined. (You remember Randall,
		Gramma? You thought he was neat. Well,
		he refined the basics ... ). I don't
		think that's what she hoped for me...

	She looks at him ...

				SWAY (cont'd)
		But ... That said... Car thieves are my
		weakness ... It's all so terribly Loretta
		Lynn or something, I know... But ... I
		don't wanna be a thief anymore ... I don't
		wanna love a thief anymore ... I want to
		wear a dress maybe once in a while... Maybe
		have a kid... Watch a lot of Audrey Hepburn
		movies.. And think about my Gramma without
		also thinking "shame on me. Shame on
		me. Shame on me... "

	She looks at him... He leans into her ... Kisses her... Tentative
	at first ... Then... With urgency...

	INT. G.R.A.B. FORCE OFFICE - NIGHT

	Phones ringing like mad... Drycoff walks into Castlebeck's
	office...

				DETECTIVE DRYCOFF
		It's an epidemic, Rollie ... I'm
		getting reports every five minutes ...

	INT. THE MAZDA - BACK BAY - NIGHT

	As "Little Red Corvette" by Prince warbles on the track... Memphis
	and Sway still kissing... She breaks it for:

				SWAY
		Arright ... Enough ... I can't have you
		bellying up to my heart again, man, f
		you can't help falling off the stool.
		But he puts his mouth to her ears ...

				MEMPHIS
		Shhh... Car thieves are your weakness.

	Whispers ...

				MEMPHIS (cont'd)
		I approach you. It's quiet. I look
		this way. That. No one around ...

				SWAY
		Stop. What about Maserati Boy?

				MEMPHIS
		I take out my slim-jim...

				SWAY
		Oh, God...

	And yes, this is patently absurd. But it's also oddly sexy.

				MEMPHIS
		Slip it in ...

				SWAY
		You're going high-cheese, dude --

				MEMPHIS
		Unlock your button ...

				SWAY
		"Unlock my button" ... ?

				MEMPHIS
		The alarms go off ...

				SWAY
		Woo-woo-wooooo!

				MEMPHIS
		I pop your hood; find your siren wires

				SWAY
		They're factory alarms ... Easy to get
		around... For a man with... Skills...

				MEMPHIS
		I do ... I cut "em...

				SWAY
		Cut 'em...

				MEMPHIS
		Now... I'm in ...

				SWAY
		Of course you are. You're a
		professional...

				MEMPHIS
		I ratchet your ignition mechanism ...

				SWAY
		I bet you say that to all the girls...

				MEMPHIS
		With a twist of my wrist ... You're turned
		over ...

				SWAY
		Wrong preposition...

				MEMPHIS
		Hear you roar ...

				SWAY
		What about The Club ... ?

				MEMPHIS
		Let me worry about The Club ...

				SWAY
		No worries ...

				MEMPHIS
		I've got you floored... We're off ...
		Take the curb... Man, can you corner...
		Know not to get on it ... Momentum
		shift ... Don't get on those brakes
		too hard ... Get her up on her
		tires. Up on her toes. Up ... Up...
		Up.

	Back arched... A small moan escapes her ... Prince wails ... And
	Sway has achieved whatever kind of silly climax they aspired to
	here... She flops back down... Looks at him...

				SWAY
		You're still quite the boost, Randall
		Raines ...
			(he shrugs)
		Except now I've been chopped, and my
		parts are in a Honda Prelude being driven
		to church in South America by some
		Bolivian consulate's wife ...

				MEMPHIS
		And Tracy's on the move ...

	Indeed, the girl has gotten out of the Maserati... And the car has
	rocketed off... Memphis punches the gas,'sending Sway to the floor...

				SWAY
		Wham, bam, thank-you, Ma'am, point-
		five ...

	PRE-LAP Alice Cooper's "Under My Wheels" and SLAM CUT TO:

	EXT. LONG BEACH STREETS - NIGHT

	CLOSE UP OF THE "SNAKE" LICENSE PLATE as its ass-end fishtails
	like a bastard... The Sphinx is outrunning what is now a 
	half-dozen CRUISERS ...

	INT. COUNTACH - MIRROR MAN

	is freaking out ... The snake wrapped all around him...

				MIRROR MAN
		What do I do? What do I do? Aw, man.
		He's gonna swallow my shit whole 
		Let's go to a hospital or something!

	But The Sphinx shakes his head. No.

				MIRROR MAN (cont'd)
		C'mon, you creepy no-nosed motherfucker.
		Take me to a hospital!

	Nope. The Sphinx drives on... Into yet another

	DIRECTOR'S CHASE SCENE

	This one even cooler than the last ... And once they've eluded all
	of the police, The Sphinx pulls over to the side of a DARKENED
	STREET...

				MIRROR MAN
		What are you doing? I'm gonna die!

	The Sphinx leans over... And PINCHES THE SNAKE BEHIND THE BACK OF
	THE HEAD...

				MIRROR MAN (cont'd)
		You tryin' to make him more mad?

	But, miraculously, the snake RELAXES ITS GRIP on Mirror Man... And
	slithers off... To the back of the car ... Where it immediately
	goes back to sleep ... Mirror Man stares at Sphinx, who smiles
	genially. Then:

				MIRROR MAN (cont'd)
		I never thought it'd be possible:
		but your ass just got spookier ...

	EXT. CITY STREET - NIGHT

	Freb and Donny Astricky have gotten "Laura", a '99 Bentley
	started...

				FREB
		You ever feel bad about any of this?

				DONNY ASTRICKY
		Of course not. I'm Robin Hood. I take
		from the rich, and give to the needy...

				FREB
		You mean the poor --

				DONNY ASTRICKY
		No. The needy. Us. Cos we need this
		car!

	And Donny puts her in gear, When a GUN is jammed agains't Donny's
	temple ...

				JACKER
		Out of the car, bitch, or I blow your
		fucking head off -- !

	Donny looks at the jacker... Surprised... It is a KID ... No more
	than 16 ...

				DONNY ASTRICKY
		Are you kidding me -- ?

				JACKER
		NOW -- !

				DONNY ASTRICKY
		I'm stealing this car. So BACK OFF!

				JACKER
		I'll shoot you fool... I'LL BLOW YOUR
		BRAINS OUT -- !

				FREB
		Donny --

				DONNY ASTRICKY
		Donny-nothin'!

	And he SLAMS OPEN THE DOOR... catching the kid in the balls ...
	And the kid doubles over... Dropping the gun ... Donny gets out of
	the car...

				DONNY ASTRICKY (cont'd)
		Lazy, disrespectinIf half-assed
		bully. Any asshole can pull a gun ...

	And he starts to kick at the kid ... Beat at him...

				DONNY ASTRICKY (cont'd)
		You don't know how to steal a
		car, do ya? So you gotta take
		them when there's already a key
		in them ... And a person in them...
		Scare people ... Intimidate ...
		Little freakin' bully ...

				FREB
		C'mon, Donny... Let's go, man --

				DONNY ASTRICKY
		Lazy ... Lazy ... I ask you, Freb:
		what's the matter with kids today?

	But then - BLAM! BLAM! BLAM! Bullets rip into Donny Astricky in
	terrifying SLOW-MOTION. He turns ... To see another KID ...
	Scared... At the edge of the road... Gat held high ... And Donny
	drops to the pavement ... And the first Jacker gets to his feet...

	Freb goes to Donny... To his splayed-out body ... SIRENS split the
	night. The jackers run off down the street.

				DONNY ASTRICKY (cont'd)
		Get outta here. Get out. Now!

				FREB
		I can't leave you here, man --

	Freb doesn't know what to do... Donny croaks ...

				DONNY ASTRICKY
		I'm all right. Been shot before. You
		take me to the hospital, they bust the
		both of us. The cops'll take me. Go!

	And Freb-makes to run off down the street... But --

				DONNY ASTRICKY (cont'd)
		Freb -- !

	Freb turns back

				DONNY ASTRICKY (cont'd)
		Take Laura with you, you stupid shit!

	Freb blinks. Nods. Oh, yeah. He climbs into the Bentley Drives off...
	As the CRUISERS pull up around him... And the UNIFORMS getout, guns
	drawn, approaching warily -

	To find Donny Astricky ... Splayed-out on the pavement ...
	Laughing at the moon ... And, as Jimi Hendrix' "Crosstown Traffic"
	BLASTS ON TRACK, we CUT TO:

	of the final series of boosts ...

	1) The Maserati parked and empty. Sway breaches it.
	Expert. They drive off ...

	2) Kip and Tumbler. Clocking a VIPER. They circle it..
	It's loaded with bells and whistles and Clubs and a
	metallic voice that warns: "WARNING: YOU ARE TOO CLOSE THE 
	VEHICLE!" over and over ... Kip shakes his head ...
	Ushers Tumbler back ...

	3) Mirror Man and The Sphinx deliver an Aston Martin to the docks
	... Watch as it is driven into a container. The container loaded
	by gantry crane, onto the ship, lashed to the deck by overworked
	LONGSHOREMEN...

	4) Helen Raines. Looking out the window. Listening to
	the scanner for word of her boys...

	5) The Big Board. Female names disappearing like dust..

	6) Castlebeck and Drycoff. Cruising the streets.
	Searching ...

	7) Kip and Tumbler return to The Viper. This time, in a RAMP
	TRUCK. They raise the ramp. Tie down the Viper. A drive off with
	it, to be disarmed at a later, safer venue as it continues its
	robotic exhortation of "WARNING. YOU ARE TOO CLOSE TO THE
	VEHICLE."  Over and over again ...

	8) All our teams... Speeding toward us ... In different
	cars ... As the MUSIC FADES and we END MONTAGE

	EXT. 1443 LOCKLIN - JUDGE CROFT'S GLASS HOUSE - NIGHT

	Where "Annie" the 137 Roadster lives as an objet d'art.
	FIGURES in the thicket surrounding the property. Memphis,
	Sway, Kip, Tumbler, Mirror Man, The Sphinx...

	Mirror Man has the mansion's ELECTRICAL BOX opened... He' going
	through the wires ... Cutting alarm, phone, etc.

	Memphis is on the cell phone... Face grim... He hangs up.

				MEMPHIS
		Donny got shot ... A jacker ...

				SWAY
		How is he -- ?

				MEMPHIS
		They got him to the hospital. He's stable ...

	Beat ... As they all reflect on this...

				MEMPHIS (cont'd)
		On a brighter note: 47 ladies have
		checked in for their South American
		sea cruise -

	This cheers them slightly. Until, from the electrical box:

				MIRROR MAN
		Got it -- !

	And the few remaining lights of 1443 flicker and fade ... They
	regard the house for a beat ...

				SWAY
		Now what -- ?

	No one's quite sure ... They look at the house ... At all that
	glass ... Then Kip walks to their car ...

				KIP
		Pop the trunk, Tumbler.

				TUMBLER
		What for -- ?

				KIP
		I gotta get my tool --

	And Tumbler and Mirror Man look at each other ...

				MIRROR MAN
		No way, homes ...

	Too late. The trunk is popped. Kip reaches in. Comes up with, yes,
	another BRICK ... And Kip walks toward the house. Toward the vast
	windows ...

				MIRROR MAN (cont'd)
			(to Memphis)
		Ya' gotta stop him, man --

	But Kip forges on, indomitable ... Only he passes the huge glass
	windows ... Walking, instead, up to the front door ... And he
	SMASHES the brick down onto the DOORKNOB. Knocking it clean off...
	Looks back at the others with a wink. And enters the house...
	Tumbler runs after him...

	INT. 1443 LOCKLIN

	Kip walks through the dark house ... At last, coming to the living
	room... To "Annie'. He gets behind the wheel ... Her ignition is
	quick work. He's got her started, loud, in the quiet house. She
	coughs a bit; it's been a long time. Tumbler is there...

				TUMBLER
		Now what -- ?

				KIP
		Now, we go -

	And he drives her off the platform. Tumbler directs him...

				TUMBLER
		This way... This way... This...

	Her nose bumps a zillion-dollar VASE, which topples and shatters...

				TUMBLER (cont'd)
		That way...

	And Tumbler climbs in beside him... Kip drives her around the huge
	living room... And Kip punches the gas ...

	And they drive the Roadster down the hall ... And right through
	the OPEN DOOR... Driving down onto the lawn ... Up to their
	cohorts ...

				KIP
		See ya back at the ranch, kids -- !

	And off they go ... Vanishing down the street ... The others watch
	after him ... Mirror Man to Memphis:

				MIRROR MAN
		Gotta tell ya, man: since you been back?
		You've had a real calming influence on
		ol' Kip...

	INT. G.R.A.B. TASK FORCE OFFICE - NIGHT

	Drycoff comes into Castlebeck's office ...

				DETECTIVE DRYCOFF
		They just brought in Donny Astricky.
		Shot by a jacker ...

				DETECTIVE CASTLEBECK
		How is he?

				DETECTIVE DRYCOFF
		He'll live. But it means your boy's
		behind it. Astricky was holding a list.
		They just faxed it to us...

	He hands Castlebeck the list. Calitri's 50. Castlebeck notes the
	last entry...

				DETECTIVE CASTLEBECK
		Let's get out there. And have them
		run down every 167 Shelby Mustang in
		the area ... Find out where they're at.

				DETECTIVE DRYCOFF
		What for?

				DETECTIVE CASTLEBECK
		You spend enough time down a man's
		throat, you get to know his tonsils.
		Do it ...

	INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

	Kip and Tumbler deliver the Roadster. Toby checks it in.

				KIP
		Any more ...

				TOBY
		I dunno ...

	And Kip gets on the two-way...

				KIP
		Any more, O -- ?

				OTTO (O.S.)
		You guys are through...

				KIP
		Whatcha got left ... ?

				OTTO (O.S.)
		"Carol." A 198 Mercedes ... She lives
		in the suburbs ...

				KIP
		We'll take it...

				OTTO (O.S.)
		It's ear-marked for Mirror Man and The
		Sphinx...

				KIP
		We'll take it.

	And they climb in behind a waiting Jeep Cherokee ...

				KIP (cont'd)
		Later, Toby --

	But Toby's not around...

				KIP (cont'd)
		Toby?

	No answer... Kip shrugs... And off they go ...

	EXT. RESIDENTIAL NEIGHBORHOOD - CHESTNUT HILL - NIGHT

	A nice neighborhood... Upper middle class ... So damn suburban you
	can practically smell the gas grills ... A NEIGHBORHOOD SECURITY
	PATROL CAR glides by them...

				TUMBLER
		Gettin' fancy... Got their own palace
		guard -

	When, from the back of the Jeep:

				TOBY
		I never been to the suburbs ...

	Toby is there ... Having stowed-away...

				TUMBLER
		What are you doing here, assface?

				TOBY
		Checkin' it out

	He smiles at Kip ... Kip looks at Tumbler ... Drives ... At last,
	pulling up to one HOUSE where the '98 Benz - "'Carol" lives. Kip
	parks, a half block down ... They get out ... Head for the
	house...

	And there she is. "Carol." Obsidian black. In the
	garage. The garage is open. And THREE KIDS, two boys and a
	girl. Late teens. They are standing around "Carol"...
	Drinking beer... Listening to the new Beck album on the
	car's CD player ... The folks clearly out of town ...

	Well-scrubbed, white suburban children of plenty ... The only crew
	they've ever run in is J. Crew... From the hedge, Kip, Tumbler and
	Toby watch the kids ... With equal parts fascination, loathing,
	envy... And then, the kids go inside... Leaving "Carol" exposed...

				TOBY
		I got this one...

	And before the others can respond, he moves for her. And she's
	open... Toby's in ... Butterfly popped - Gizmo in. The others start
	to get in when ONE OF THE KIDS comes out from the house. He stares
	at Toby, who freezes mid-boost ...

				KIP (cont'd)
			(whispered hiss)
		Get her started, man -- !

	And Toby does... And slams her in reverse.  And they're off

	INT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

	The group - - Memphis, Sway, Freb, Mirror Man, and The Sphinx
	- has returned... The final cars loaded onto the ship ...
	Memphis looks out into the night --

				MEMPHIS
		C'mon, Kip -

	EXT. RESIDENTIAL STREETS - "CAROL" - MOVING - NIGHT

	Toby drives them out, Kip shotgun, Tumbler in the back. But the
	suburbs are confusing. They can't find their way out.

				TOBY
		Which way's out, man -- ?

				TUMBLER
		Shit all looks the same here --

	They drive. Only up ahead, blocking the street, LIGHTS blinding...
	Are TWO SECURITY PATROL CARS - SECURITY COPS on the strong ...
	Guns drawn...

				KIP
		Shit ...

				TUMBLER
		Run it...

	Toby looks to Kip...

				KIP
		No...

				TOBY
		What am I supposed to do?

	Toby pins the gas. Straight at the block... The security cops dive
	out of the way. Except for one standing tall and FIRING into the
	windshield... Into Toby... The car swerves. Going off the road.
	Into a bank of mailboxes.

	The security guards run for her... Kip, forehead bloodied,
	switches places with Toby, getting behind the wheel ... Punches
	the gas ... Getting them out of there ...

	INT. "CAROL" - MOVING - NIGHT

	Kip drives like a wild man ... Toby is bleeding something fierce...
	Shot in the chest...

				TOBY
		Jesus, Kip ... I'm shot, man ...

				KIP
		Just hold on... Hold on ...

				TUMBLER
		What are we gonna do -- ?

				KIP
		Hospital.

				TUMBLER
		We can't do that, dude --

	Kip looks at Tumbler ... They both look at Toby...

	EXT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

	As the 'Vette comes screaming into the warehouse ... Kip exploding
	out of it ... Getting into the back. Memphis goes to the car, sees
	Toby ... Front of his shirt covered in blood ... The others gather
	around...

				MIRROR MAN
		Jesus ...

	Memphis climbs into the car ... Kip is holding Toby...

				KIP
		I didn't know... Should we take him to
		a hospital? I didn't know. I didn't.

	Toby is clearly dying in Kip's arms...

				TOBY
		Kip. Kip. Kip. Tell me: what's
		gonna happen? What's gonna happen?

	But Kip is lost ... Doesn't know what to say --

				MEMPHIS
		You're gonna be okay, Toby... You are ...
		We'll getcha fixed up...

				TOBY
		No ... No... No ... Tell me what's
		gonna happen? Kip? Tell me. What's
		gonna happen?

	The brothers stare at the boy... Kip wipes his sweatstreaked face...

				TOBY (cont'd)
		What's gonna happen? I don't feel ...
		like ... this ... should.... happen ...
		right ... now. I...haven't... done ...
		shit... Tears running down his eyes...

				KIP
		Shhhhhh, shhhhh ...

	Kip looks to his brother for help ...

				MEMPHIS
		Call 911 -

				MIRROR MAN
		Call 'em here -- ?

				MEMPHIS
		DO IT! NOW -- !

	And Mirror Man scurries for the phone... Toby's breathing comes
	out in short staccato bursts ...

				TOBY
		Kip... Kip... Kip... It doesn't
		feel... It doesn't feel... It doesn't
		feel... good

	He looks up at Kip. All of the light goes out of his eyes. And
	Toby is dead... Kip holds him for a beat ... Then passes him to a
	surprisingly emotional Tumbler ... Kip gets out of the car, runs
	for the opposite end of the warehouse ...

	The others are stunned... Mirror Man hangs up the phone ...
	Memphis gets out of the car ... He goes after Kip ... Finds him in
	one of the containers ... Grabs him by the collars ...

				MEMPHIS
		What did I tell you? What? What did
		I tell you?

				KIP
		I don't know. What -- ?

	And Kip looks at him... Tears fall from the younger boy's eyes ...
	And Kip looks so lost ... So like a little kid...

				MEMPHIS
		Come here --

				KIP
		What?

				MEMPHIS
		Come here -

				KIP
		What?

				MEMPHIS
		Come here -

	And Kip does ... He walks to Memphis ... And Memphis puts his arms
	around him... And that's it. The floodgates open. Kip begins to
	sob. Deep, painful, racking sobs. And then:

				KIP
		I've missed you, man ...

				MEMPHIS
		I know. I've missed you, too 

	And they hold each other ...

				KIP
		Toby...

				MEMPHIS
		I know ...

				KIP
		Toby...

	And they stay in the embrace... And then Memphis unwraps Kip's
	arms from around him...

				MEMPHIS
		Stay here. Stay here a while. I'll
		be back ...

	Kip nods, sniffles ... Memphis walks out of the container ... He
	strides up to the others ... Glances at Toby's clipboard, with all
	the cars crossed-out ... He goes to Sway...

				MEMPHIS (cont'd)
		Give me a ride -- ?

				SWAY
		Where to -- ?

				MEMPHIS
		Kip's not clear yet. We got one more
		to go --

	And she nods ... And climbs into one of the Escorts... And off
	they go ... The others standing around the 'Vette and Toby's
	body...

	ANGLE - THE CLIPBOARD. One car left. Eleanor.

	As a SUPER on-screen reads: PART IV: DREAMS OF YOU

	EXT. INTERNATIONAL TOWERS - DAWN

	The sun just starting to take all the purple from the night ...

	Detectives Castlebeck and Drycoff are parked across from the
	towers in their unmarked...

	Sway pulls up a few blocks away ... Memphis has put on a fake
	moustache, wig, necktie ...

				SWAY
		You okay -- ?

				MEMPHIS
		Yeah ... You -- ?

	She nods ... He looks at her ...

				MEMPHIS (cont'd)
		You should know: walking away from my
		mother, my brother, this town. Was
		hard. Walking away from you. Nearly 
		killed me...

	And she smiles sadly ...

				SWAY
		I know ...

	She takes his hand ... Squeezes it ...

				SWAY (cont'd)
		Good luck...

	Memphis, now in gray flannel suit, wig and moustache, steps out. 
	As he heads for the Tower garage...

	IN THE UNMARKED

	Drycoff is on the radio ... Binoculars up, on the Escort's license
	plate - 635 CKG ...

				DETECTIVE DRYCOFF
			(into radio)
		One-Baker-11 ... 10-28-29...California
		6-3-5 Charles King George.

	They wait ... Sway drives off ...

				RADIO (O.S.)
		One-Baker-11. 6-3-5 Charles King
		George. No want. Not on file...

	INT. INTERNATIONAL TOWERS GARAGE

	Memphis walks along the cars ... At last, he finds her -- 
	Eleanor.

	EXT. INTERNATIONAL TOWERS - DAY

	Castlebeck and Drycoff ...

				DETECTIVE DRYCOFF
		Check it out --

	He points ... The '67 Mustang appears at the top of the garage
	ramp ... Brakes ... Waiting for the light ... Castlebeck squints...
	Raises the binocs ... Tough to tell.. Memphis drifts into the stream
	of traffic ...

				DETECTIVE DRYCOFF (cont'd)
		What do you think -- ?

				DETECTIVE CASTLEBECK
		Let's see what he's about --

	Drycoff hits the lights and sirens ... Memphis sees the car behind
	him...

				MEMPHIS
		Shit ...

	And kicks it into gear...

				DETECTIVE DRYCOFF
		Hey, now -- !

	He pins it ... And THE RACE IS ON... In the biggest way possible.
	This is the grand-daddy of chase scenes here, so we won't take the
	easy way out. We'll actually script it ... Memphis races out onto
	the busy street, Drycoff on his ass.

	Drycoff pulls up alongside him... So they can see him. But the wig
	and moustache prevent them from recognizing Memphis ... Other cars
	suffer from the pursuit ... They go careening into parked cars,
	storefronts, Harvard Square ...

	Memphis side-swipes Drycoff's car ... Memphis drives down the
	Memorial Drive OFF-RAMP, against traffic

				DETECTIVE CASTLEBECK
		1 Baker 11, in pursuit following
		collision with suspect. Suspect
		is male, white, 40-45, six feet,
		175 pounds, gray hair, gray
		moustache, dark suit ... T.A.'s have
		occurred...

	Memphis races her down an alleyway... And we HEAR, as we will
	throughout, the VOICE of the

				POLICE DISPATCH (O.S.)
		Switch to open channel 3. All units
		stand-by.

				POLICE DISPATCH (cont'd)
		1 Baker 11 in pursuit of a '67 Ford
		Mustang, license in the 6th column -
		614 HSO. Repeat:  6-1-4 Harry Sam
		Ocean. Westbound on Memorial Drive,
		against traffic ...

	Eleanor races past The Queen Mary ... crossing the bridge into
	Long Beach ... She flies down the street ... Memphis, removing his
	wig and moustache as he goes... Another POLICE CAR has joined
	Drycoff and Castlebeck...

	INT. KISS-108 RADIO STATION - DAY

	The jocular drive-time jock MATTY IN THE MORNING - is broadcasting
	in his studio ...

				MATTY IN THE MORNING
		We're getting reports that a big
		police chase has started right near
		our humble studios ... We'll keep
		you posted...

	EXT. ELEANOR - MOVING - MEMPHIS

	Has the radio on ... Hears Matty ... He serpentines his way
	through the tangle of alleys...

				POLICE DISPATCH (O.S.)
		All units. Stand-by to copy. 167 Mustang
		is silver in color. One occupant. California
		license 6-1-4 Henry Sam Ocean. Reason for 
		pursuit is unknown.

	Drycoff does his best to follow. Another CRUISER has joined up.
	Memphis is driving like Richard Petty...

	INT. LONG BEACH POLICE STATION - DAY

	Two dozen COPS sit in the muster room listening to the dispatch.

				POLICE DISPATCH (O.S.)
		... Suspect is headed southbound
		on Mount Vernon, at Cambridge Street --

	The cops look at each other. Holy shit! And race for the exit.
	Because Mt. Vernon and Cambridge is the address of
	THE LONG BEACH POLICE STATION

	where there are literally 15 POLICE CARS parked out front... And
	Memphis has just arrived...

				MEMPHIS
		Shit ...

	Watch the mad scramble as COPS dive into their units... And try to
	get out of each other's way... Fenders crunch ... Cops curse.
	Memphis bootlegs - going reverse down the wrong way. Left on
	Cambridge ... Left onto City Hall Plaza --

	CITY HALL PLAZA

	is 10 ACRES OF BRICK in the heart of downtown ... And now it's 
	like a demolition derby... As Drycoff/Castlebeck and some 4 SQUAD CARS
	are chasing Memphis around the Plaza ...

	A POLICE CHOPPER has arrived on the scene... Camera out. Memphis
	takes one more spin around the plaza, then sees a

	SHALLOW FLIGHT OF STAIRS by the back entrance to City.Hall. And he
	takes them... CLUMP-KUMP-KA-DUMP-DUMP-DUMP

	And now he's on some of the narrowest streets in Long Beach. He
	flies through them... A mad mouse in a maze ... INT. KISS-108 -

	MATTY IN THE MORNING

	watches the chase on TV, via Copter-cam. Still broadcasting.

				MATTY IN THE MORNING
		Man, is this boy driving! You go,
		Boss Barracuda

	EXT. FREEWAY

	Memphis races along He's got 4 SQUAD CARS ON HIM

				POLICE DISPATCH (O.S.)
		Attention all units. Pursuit is now
		southbound on the 33 from the
		construction area on Kneeland
		Street; all units in the area assist.
		Code 3.

	He takes the Kneeland Street exit... And he's run out of road at

	A SHOPPING DISTRICT

	where vehicle traffic ends. Foot traffic only ... Here com the 
	cops... Memphis spins the wheel ... And he drives onto PUBLIC PARK...
	Across the grounds ... Past the dew-drenched flora and the paddle
	boats lolling on the lagoon ...

	Only there are SQUAD CARS coming from this side too... And he's
	pinned. Police on the perimeters, He slows to a stop.

	Cops jump out of their cars, guns drawn. Memphis in the center.

				POLICE DISPATCH (O.S.)
		All units. Pursuit has terminated at
		The Garden Park. Repeat --

	And Castlebeck is on the BULLHORN:

				DETECTIVE CASTLEBECK
			(amplified)
		You in the car. The area is
		surrounded. I want you out to step
		from the vehicle. Hands on your head.

	Memphis considers his options ... He sees the FOOT BRIDGE over the
	lagoon ... Hears the radio ...

				MATTY IN THE MORNING (O.S.)
		Is our boy done? Has The
		Boss Barracuda been grounded -- ?

	Memphis takes out his cell phone ... Dials...

	INT. KISS-108

	The COORDINATING PRODUCER comes into the booth ...

				PRODUCER
		Some guy's on the phone for you,
		Matty. Claims to be The Boss
		Barracuda ...

	Matty scrambles for the phone --

				MATTY IN THE MORNING
		Hello -- ?

	INT. ELEANOR - PARK

	Memphis in the middle of the gauntlet ... On the phone ...

				MATTY IN THE MORNING (O.S.)
		Is this The Boss Barracuda -- ?

				MEMPHIS
		Yes, sir.

				MATTY IN THE MORNING (O.S.)
		How you doing, man -- ?

				MEMPHIS
		The truth is - my car here doesn't
		have a tape deck. You mind hooking me
		with up with some driving tunes ?

				MATTY IN THE MORNING (O.S.)
		You got it, brother.

	Memphis hangs up ... Hears:

				MATTY IN THE MORNING (O.S.)
		This one is going out to
		The Boss Barracuda. Catch him
		if you can --

	And he plays Chuck Berry's "No Particular Place To Go" And 
	Memphis smiles ...

				MEMPHIS
		Attaboy --

	And punches the gas ... Going right at Castlebeck and the others
	... Smashing through the squad cars ... And ACROSS THE FOOT
	BRIDGE, over the swan boats ...

				POLICE DISPATCH (O.S.)
		All units. The pursuit is going
		again

	Is it ever. Memphis drives out of the park.. And gets onto

	ANOTHER FREEWAY

	Ten lanes of gnarly superhighway ... He opens her up... Full
	throttle ... The chopper above him ...

	INT. OTTO'S SALVAGE - DAY

	The gang is watching on the TV... Freaking out ... ANGLE - KIP. He
	slips out of the place. No one's noticed him go...

	EXT. FREEWAY - TOLL BOOTH

	ahead. Eleanor crashes the gate going 98, to borrow a
	phrase. But he' s driving too close to the shoulder, and he
	SMASHES INTO A LIGHT POLE -- ! The car does a 180 ...
	Landing with a horrible THUD ... And here come the cops ...

	Memphis is wobbly... Looks like he's almost through. Thirty cop
	cars idle behind him...

				POLICE DISPATCH (O.S.)
		Attention: suspect has T.A.'d with light
		pole at the Carson Street offramp ... 
		Pursuit has terminated... And Chuck Berry 
		has come to an And Matty obliges with
		Golden Earring's "Radar Love" ... And
		this seems to rouse our boy... Because he
		gets her started again ...

				MEMPHIS
		Thanks, brother

	Spins her around... And goes

				POLICE DISPATCH (O.S.)
		That is negative. Pursuit has not
		terminated. Repeat: not terminated.

	CASTLEBECK AND DRYCOFF

	climb back into their car ...

				DETECTIVE DRYCOFF
		Who is this friggin' guy -- ?

	CLOSE ON - CASTLEBECK. Because he's got a sick feeling who.

	ELEANOR

	takes an exit ... And speeds on through the with everyone in
	pursuit ...

				POLICE DISPATCH (O.S.)
		Attention all units. Road block being
		set up at the eastern terminus of the
		Long Beach Harbor Tunnel. Use caution.

	EXT. HARBOR TUNNEL EASTERN TERMINUS

	It's quite a road block. A DOZEN SQUAD CARS. A WOODEN BARRICADE
	... The whole shebang...

	EXT. TUNNEL - ELEANOR

	eating asphalt ... Coming to the tunnel's mouth ... To the road
	block ... Memphis pins her ... ZOOOOOM! Dead-on to the roadblock
	... And, at the last moment, as the COPS dive out of the way --

	Memphis bangs the gear shift into neutral -- And yanks the parking
	brake -- And the mustang spins on the straight --(and yes, this is
	exactly like our opening) Screeching spin ... It stops inches from
	the road block ...

	Beat ... Thirty squad cars stop behind him ...

				POLICE DISPATCH (O.S.)
		All units. Pursuit has been
		terminated. Repeat: pursuit has
		been terminated at Harbor Tunnel
		Eastern Terminus --

	Sure it has. Memphis' foot SLAMS ON Eleanor's pedal ... SMASHING
	THROUGH THE ROADBLOCK... Cars and cops flying ... And the Dispatch
	guy is getting pissed.

				POLICE DISPATCH (O.S.)
		Check that, all units. You guessed it.
		Pursuit has not been terminated. Jesus
		Christ, will you catch this guy?

	EXT. LONG BEACH BRIDGE

	A huge suspension bridge spanning the harbor ... Except that on
	the Long Beach side, therehas been a terrible ACCIDENT ... An
	eleven-car PILE UP ...

				PARAMEDIC
		This is Rescue 2... We're at a scene of an
		11-car collision with multiple injuries,
		responded to Ladder truck Code 3 ...
		We'll need back-up and The Jaws of Life...

	Paramedics ... RAMP TRUCKS hauling away wrecked cars ... Fire
	engines ... Bloodied VICTIMS ...

	EXT. CITY STREETS - ELEANOR

	takes it on through the vast construction underway here ... And
	here's our money shot: Eleanor. On Route 33. COMING AT US ...
	Followed by, literally, 20 POLICE-CARS ... Could be just about the
	coolest fucking thing we've ever seen... But before we have time
	to gloat:

				POLICE DISPATCH (O.S.)
		All units. Suspect vehicle has
		left The Harbor Tunnel roadblock...
		State Police advises they have
		a multiple T.A. on the Long Beach
		Bridge... Accident is unrelated
		to Long Beach P.D. pursuit... Repeat
		unrelated to Long Beach P.D. pursuit.
		The area is closed except to
		emergency vehicles. Suspect is headed
		in that direction. Use caution in that
		area. Repeat: use caution in that
		area ...

	THE LONG BEACH BRIDGE

	Southbound traffic on the bridge (into Long Beach) is at a 
	stand-still because of the accident... The Northbound side of the bridge
	is EMPTY... Northbound traffic stopped at the accident ...

	Memphis comes to a stop 100 feet before the accident ... There is
	no way past it, onto the bridge ... All the cops behind him come
	to a screeching halt. He is truly trapped.

	DETECTIVE DRYCOFF

	is thrilled ...

				DETECTIVE DRYCOFF
		Gotcha now, dickhead --

	But Castlebeck's not so sure ... He sees a possible play... So
	does

	MEMPHIS

	Heavy sigh... He shuts off the radio ... And there's a strange
	SILENCE... As everyone waits ... Watches ...

	QUICK CUTS TO --

	-- Matty In The Morning -- The gang at Otto's -- The Carpenter in
	his wood shop -- Helen Raines, in front of her TV -- The chopper
	cops -- Paramedics, cops, injured motorists, fire men --
	Castlebeck and Drycoff... BACK TO

	MEMPHIS RAINES AND ELEANOR...

	Another few beats of silence ... Everyone watching ... He punches
	the gas... Ripping down to the accident site... Heading straight
	for it ... And we fear he aims to smash the site, maybe further
	injure the accident victims -

	Not our Memphis ... He's heading straight for

	THE RAMP TRUCK

	parked ass-end toward Long Beach ... Ramp down ... Memphis rockets
	Eleanor at the ramp truck's ramp... Straight on ... And the ramp
	LAUNCHES ELEANOR in glorious super-sexy-bloodpumping SLO-MO OVER
	THE ACCIDENT SITE some thirty feet in the air ... Evel-style ...

				DETECTIVE DRYCOFF
		You gotta be fucking kidding me --

	Where she lands in a crippling thud... Onto the EMPTY side of the
	Long Beach Bridge... Cheers from the gang at Otto's ... The gang
	at KISS-108 ... Memphis pulls her to a stop... Looks back at the
	scene ...

	Castlebeck squints ... Trying to see if it's his boy... Memphis
	switches the radio back on ... Matty has obliged... Wilson
	Pickett's "Mustang Sallyo ... And Memphis drives over the bridge,
	the only car going northbound... Memphis rides, daddy, rides ...

	INT. WOODBURN CONSTRUCTION - FRONT OFFICES - DAY

	A half-dozen Calitri SOLDIERS are here, answering phones, playing
	cards.

	INT. WOODBURN CONSTRUCTION - WORKSHOP

	The sliding door is open. The CASKET for Kip rests to the side ...
	Calitri uses a router to make a rabbet along the bottom frame of a
	plywood gossip bench. He senses something and turns to

	THE LOADING DOCK - MEMPHIS

	has driven up in the smashed-to-shit Eleanor ... He climbs up,
	entering the workshop... Calitri glances to the wallclock: 7:55
	AM...

				CALITRI
		Well, well. You've caused quite a ruckus ...

				MEMPHIS
		This is number 50. We did it. It's
		over Where's the money ?

				CALITRI
		Right there -

	He gestures to a Haliburton case ... Memphis opens it ... There's
	a lot of cash inside...

				CALITRI (cont'd)
		200 K. Just like we said ...

				MEMPHIS
		You should never have gotten my brother and
		his friends involved ...

				CALITRI
		But I had to. It was the only way to
		get to you --

	Memphis looks at him... Calitri smiles ...

				MEMPHIS 
		Well, now, he's clear. And you'll stay away
		from him...

				CALITRI
		I don't know about that, Randall.
		He did such a good job on this paper.
		And another one just came in ...

	Calitri goes to the FAX machine... Tears off the sheet..

				CALITRI (cont'd)
		It's an easier take. 30 cars. Two
		weeks. Most of them SUVs. Going to
		Russia. Think Kip'll be interested?

				MEMPHIS
		You don't want to even sniff at that --

	Calitri grins. But then his smile goes south, as he sees, for the
	first time -- ELEANOR -- parked out on the loading dock. And she
	is smashed-to-shit.

				CALITRI
		Well, that certainly won't do.

				MEMPHIS
		What do you mean -- ?

				CALITRI
		Look at it. I can't very well make
		delivery of that thing ...

				MEMPHIS
		You got no choice. It's over.

				CALITRI
		Fifty cars. Fifty cars by 8 AM
		Friday. Or Kip goes in that box.
		That was the deal ... Goddamn, it ...
		That was the deal ...

	Memphis is by a TABLE SAW... He flicks it on. The electric MOTOR
	rumbles, so as to obfuscate, any noise in here ...

				CALITRI (cont'd)
		What are you doing -- ?

				MEMPHIS
		Tell you what I'm not doing: I'm not
		gonna let you get into my Kool Aid...

	And Memphis is on him... They go rolling about in grunts and
	groans - eddies of sawdust swirling - the NOISE of the table saw
	drowning out the sounds of combat ...

	Calitri is on top, grabbing an AWL from the floor, bringing the
	lethal point down to Memphis' face... Memphis holds Calitri's
	wrist, straining, the point inches from his eye

	ANGLE - FLOOR SOCKET - right above Memphis' head. With a last
	gasp, Memphis misdirects the awl so it STABS THE FLOOR SOCKET - a
	small CLAP OF VOLTAGE shaking through their bodies, as they sprawl
	akimbo ...

	Both men are momentarily paralyzed as the electricity sorts itself
	out inside of them... Calitri is up; and he's found the gun ...

	He crawls over to Memphis, climbing on him, sitting down hard on
	the younger man's chest ... But then Memphis grabs him by the hair
	and tosses Calitri off him ... Memphis POUNDS Calitri's head into
	the floor ...

	Once, twice. Three times. Calitri is out ... Memphis gets to his
	feet, nose bloody. He catches his breath. Only the door opens ...
	And Atley is there ...

				ATLEY JACKSON
		Jesus, man ... What'd you do?

				MEMPHIS
		My version of "take this job and shove
		it..."

				ATLEY JACKSON
		Are you crazy? You throw down with The
		Carpenter? You got a grudge against
		your life?

	But before Memphis can respond, there are APPROACHING ENGINE
	SOUNDS from up the alleyway -- as A PANEL VAN arrives. Memphis and
	Atley look at the wall-clock. 8:05. A glance to the unconscious
	Calitri ...

				ATLEY JACKSON (cont'd)
		Now you done it. And with you
		gone - who'll save Kip the next
		time ... ?

				MEMPHIS
		This is all about there not being
		a next time, Atley --

	And the two men hold the look... And the van doors slam, as Digger
	and Butz, Calitri's grave-diggers, get out ... Atley goes to the
	unconscious Calitri ... And he picks him up, straining under the
	dead weight ... Dragging the don over to

	THE OPEN CASKET - One final burst of strength and Atley drops
	Calitri into the casket... Slamming the swell top lid of the
	coffin. He turns to look at the shocked Memphis -- As Digger and
	Butz are there -

				ATLEY JACKSON
		Hello, boys -- !

				DIGGER
		Hey! What happened? Did they make it

				ATLEY JACKSON
		They did not. A tragedy.

				DIGGER
		Mr. C. around?

				ATLEY JACKSON
		He's napping. He said to take it away...

	Atley gestures to the coffin. And they pick it up, move it to the
	van...

				DIGGER
		That'll do ya. Tell Mr. C. we was by.

				MEMPHIS
		Absolutely.

	And they are gone ... And Atley turns to Memphis

				ATLEY JACKSON
		Ding Dong The Witch Is Dead, right?

				MEMPHIS
		Point-five ...

	And he holds out his hand ... And they shake ...

				ATLEY JACKSON
		Get outta here, Memphis --

	And Memphis does ... Nods to Atley...

				MEMPHIS
		Thank you...

	Atley nods ... Memphis walks out to the loading dock... Atley
	watches him go ...

				ATLEY JACKSON
		Hoo-boy.

	EXT. CALITRI'S WORKSHOP - LOADING DOCK

	Memphis walks to the battered Eleanor ... As Pearl Jam's
	"Rearviewmirror' crunches and a CAR comes motoring up to him. It's
	ANOTHER 167 SHELBY. ANOTHER ELEANOR, a "For Sale" sign pasted on
	the back window. It's being driven by Kip...

				MEMPHIS
		What are you doing here?

				KIP
		I saw her get smashed-up on the TV.
		Knew there was no way he was gonna
		accept her ...

				MEMPHIS
		Where'd you find this one?

				KIP
		Ya gotta keep tabs on your "Eleanors",
		Memphis. Cos you never know when
		you're gonna need one --

				MEMPHIS
		You boost her -- ?

				KIP
		Hell, yeah. She's not my unicorn.

				MEMPHIS
		Move over ...

	Kip does. Memphis gets behind the wheel. Drives...

	EXT. LONG BEACH BOULEVARD - DAY

	Memphis drives... Kip beside him...

				MEMPHIS
		You okay -- ?

				KIP
		I dunno ... I keep thinking about
		him.

	Memphis nods. But then FLASHING LIGHTS behind them ... An UNMARKED
	with Code 3 capabilities - lights & sirens ... Memphis considers
	... He could make another run ... But the looks at Kip... Enough
	is enough ... He pulls over ...

				KIP (cont'd)
		What are you doing? You can outrun
		him...

				MEMPHIS
		It's over. The dumb shit is over ...

	The unmarked pulls up behind him... The cop comes over ... It is,
	of course, Detective Castlebeck.

				DETECTIVE CASTLEBECK
		I know you.

				MEMPHIS
		You know my back.

	Castlebeck opens his coat... Showing stuffed holster ...

				DETECTIVE CASTLEBECK
		It's finished, Randall. Get out of
		the car... You, too, kid...

	Memphis starts to get out. When Castleback's RADIO crackles.

				RADIO (O.S.)
		We have suspect vehicle matching description
		at the Woodburn Scrap and Metal ... Repeat:
		the suspect vehicle has just been
		apprehended at the Woodburn Scrap and Metal,
		190 Street and Campanza ...

	Castlebeck frowns, goes to his radio. Memphis looks at Kip.

				KIP
		I reported it ...

	Memphis is impressed...

				MEMPHIS
		Not bad

	ANGLE - CASTLEBECK at his car, on the radio ...

				DETECTIVE CASTLEBECK
		Dispatch, what's the license on
		the suspect vehicle... ?

				RADIO (O.S.)
		License is California 6-1-4 HSO. Repeat:
		California. 6-1-4 Henry Sam Ocean.

	And Castlebeck looks at the license on this Eleanor... A vanity
	plate that says - MY 67 ...

				DETECTIVE CASTLEBECK
		10-4.

	And he goes back over to Memphis ...

				DETECTIVE CASTLEBECK (cont'd)
		Looks like we live to fight another
		round. You're free to go ...

	Memphis can barely believe it. Castlebeck leans down, to Kip:

				DETECTIVE CASTLEBECK (cont'd)
		Your brother's a clever man and a
		talented thief, Kipling. But as role
		models go, you should observe the man,
		not the thief ...

				KIP
		Yes, sir ...

	Castlebeck sighs...

				MEMPHIS
		Don't look so glum, Detective. It's a
		beautiful day, the birds are singing,
		and there's a container ship on
		Pier 14, that's guaranteed to bring you glee ...

	Castlebeck nods ...

				DETECTIVE CASTLEBECK
		I want you gone, Randall. Settle your
		affairs. Make it right with those you
		love. Hell, take 'em with you. But I
		want you out of here. Out of here for
		good this time ...

				MEMPHIS
		Consider me gone, Detective --

				DETECTIVE CASTLEBECK
		I'll catch you later, Randall --

				MEMPHIS
		Double-meaning intended --

				DETECTIVE CASTLEBECK
		You betcha --

	And Memphis races off ...

	EXT. OTTO'S SALVAGE - DAY

	Otto, The Sphinx, Tumbler, Freb and Mirror Man are sipping coffee
	and eating donuts ... They are exhausted... Memphis and Kip pull
	up in Eleanor... He hands Otto the briefcase. Otto opens it... All
	that cash...

				MEMPHIS
		Split it up. Any word on Donny?

				OTTO
		He's gonna be okay. Could do a bit.

				MEMPHIS
		What happened to Sway?

				OTTO
		She left...

	He nods ... The boys are huddled together...

				MIRROR MAN
		Poor Toby, man...

	A few beats of silence as they remember; then shockingly:

				THE SPHINX 
		If his premature demise has, in some way,
		enlightened the rest of you as to the
		grim finish below the glossy veneer of
		criminal life, and inspired you to change
		your ways, then his death carries with it
		an inherent nobility. And a supreme
		glory. We should all be so fortunate.
		You can say 'Poor Toby." I say: "Poor us.."

	They all stare at him, stunned...

				FREB
		You spoke

	The Sphinx shrugs...

				TUMBLER
		Say something else, man

	But The Sphinx lapses back into his silence ... Nibbles a donut
	... Sips coffee ... Memphis smiles ... He takes a stack of bills
	from the briefcase... To Kip:

				MEMPHIS
		You remember where you got this
		Eleanor -- ?

				KIP
		Sure, man --

				MEMPHIS
		She's for sale. They're asking forty thousand.
		Give 'em sixty ...

	And he hands Kip the cash ...

				KIP
		You want me to buy her?

				MEMPHIS
		Shocking, huh? We're clear now. It's done.
		I've never actually paid for a car. I want
		to see what it feels like

	Kip nods ... Memphis looks at a grinning Otto ...

				OTTO
		Dinosaurs. All of us. The Ice Age is
		now...

				MEMPHIS
		I'll see you soon --

				KIP
		Where you off to -- ?

				MEMPHIS
		Thought I'd go for a ride -

	He smiles. The others do, too. Memphis heads for Eleanor.

				KIP
		Hey, Memphis -- ?

	Memphis turns back...

				KIP (cont'd)
		I'll see you, right?

	Memphis nods ...

				MEMPHIS
		You'll see me ...

	And we PRE-LAP Sammy John's "Chevy Van" and CUT TO:

	INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

	Sway, underneath a Daytona... We only see her from the waist down
	... Hands on her waist ... Pulls her gently out. Memphis. He
	brings her to her feet ...

				SWAY
		What are you doing... ?

				MEMPHIS
		Seeing if you wanted to go for a ride?

	And he uses a rag to tenderly wipe a small black smear of oil from
	her cheek...

				SWAY
		I can't. I got a back load of repairs
		and one of the mechanics called in
		sick and I haven't slept and--
			(stops short; sees the new Eleanor
			outside)
		Where to -- ?

				MEMPHIS
		I dunno. I know a place.

	She looks at him... Long and hard...

				SWAY
		This time it's for real?

				MEMPHIS
		Oh, yeah. For real, point-five.

	EXT. BACCHIOCHI'S - DAY

	And Memphis opens the passenger door for her ... And she gets
	in... And she smiles ... And Memphis climbs behind the wheel. He
	neutral-drops Eleanor, chirping off ...

	EXT. CONTAINER SHIP - LONG BEACH HARBOR - DAY

	As two TUGS guide the giant freighter away from the docks ... All
	those containers ... Filled with cars ... But here comes a COAST
	GUARD CUTTER ... Churning for the ship ...

	Detectives Castlebeck and Drycoff on the deck ... Stopping this
	one cold...

	EXT. LANDFILL - RHODE ISLAND - DAY

	A vast expanse of trash and garbage and layers of earth. Deserted,
	except for THE PANEL VAN parked dead center. Digger and Butz slide
	the casket from the van, parked before an ALREADY DUG GRAVE.

	As they move the casket, a KNOCKING from inside. A POUNDING. And
	muffled CRIES. Digger and Butz exchange a horrified glance... They
	stare at the casket, spooked.

				BUTZ
		Do you believe this?

				DIGGER
		What should we do?

				BUTZ
		We gotta do what we gotta do --

				DIGGER
		Shit. I hate the screamers, man. Why
		can't he finish the freakin' job?

				BUTZ
		Forget about it. Occupational hazard,
		Digger. C'mon...

	And just as we think they're sure to open it -- they DROP THE
	CASKET INTO THE HOLE -- !

	And begin to dump shovelfuls of earth upon it; its unseen occupant
	thumping and pounding and yelling -- And soon the casket is
	covered in dirt. Gone.

	And we PRE-LAP The Turtles' pop gem "Eleanor" ("You got a thing
	about you/I just can't live without you/I really want
	you/ Eleanor near me...")  CUT TO:

	EXT. THE 405 FREEWAY NORTH - ELEANOR - MOVING - DAY

	Memphis driving. Sway riding shotgun. Long Beach at their backs
	... Memphis looks quite enthralled behind the wheel... He loves
	driving this car. Sway watches him. He feels it --

				MEMPHIS
		What -- ?

				SWAY
		Nothing. Just that if I was less
		secure, I might think you were more
		into Eleanor than you are me...

				MEMPHIS
		She does have one thing you don't.

				SWAY
		What's that?

				MEMPHIS
		Bench seats.

	And he grins ... Pats the seat beside him... And Sway slides
	close... He throws his arm around her ...

	And off they go ... As The Turtles' ("Eleanor/Gee, I think you're
	swell/And you really do me well/You're my pride and joy, etc.")
	SING ON... And we hear:

				MEMPHIS (O.S.)
		You like bingo -- ?

	And Eleanor drives away from us ... Into the searing horizon line
	... Becoming just another single, yellow dot in the pointillist
	pattern that is the American road.

	THE END