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Hostage Movie Script

Writer(s) : Robert Crais

Genres : Action, Crime, Drama, Thriller

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                        Hostage


                           by

                      Robert Crais



                   based on his novel








                                              March 29, 2002





FADE IN:

EXT. A HYPERBLUE LOS ANGELES SKY -- DAY

The sky is overlaid with the slow whup-whup-whup of an LAPD
helicopter flashing through the frame, here and gone.

LAPD radio transmissions crackle like static electricity
around a dirty clapboard bungalow that looks like the
puckered asshole of Eagle Rock.

A man's terrified voice screams invisibly from the house --

                     MALIK'S VOICE
           I'm gonna kill this dog!  You make my
           wife talk to me or I'm gonna shoot this
           fuckin' dog!

A five-member SWAT tactical team appears out of nowhere--full
black assault gear, M5s, gloved and masked--hustling into
position on either side of the front door.  Only now do we
get the full picture:  Helicopters overhead, radio cars
surrounding the house, an army of cops itching the pull the
trigger --

When the tac team is good to go, the team leader gives a
thumbs-up to --

SERGEANT JEFF TALLEY AND LT. MURRAY LEIFITZ

Talley and Leifitz are hunkered behind the LAPD Command and
Control van.  Leifitz is the Crisis Response Team SWAT 
commander; Talley, the primary negotiator.  It's so hot out
here that Talley has stripped down to a tee-shirt and vest.

                     LEIFITZ
           They're good to go, Talley.  Your word,
           and we're in the house.

                     TALLEY
           No one's going anywhere, L-T.  We can
           talk this guy down.

Talley lifts a dedicated crisis phone that's been hardlined
into the house, his tone reasonable and friendly --

                     TALLEY (CONT'D)
               (into the phone)
           Hey, George?  George, don't kill the dog,
           okay?  We don't want to hear a gun go off
           in there.

A phone crashes through the window and lands in the front
yard --

                     MALIK'S VOICE
               (screaming from the house)
           Fuck you!

                     LEIFITZ
           I don't think he wants to talk.

Frustrated, Talley slumps back against the van as the SWAT
Intelligence Officer, Lloyd Keith, scuttles up to them --

                     TALLEY
           Where's the guy's wife?

                     KEITH
           She didn't take the kid to her sister's.
           The neighbors were wrong.

                     TALLEY
           Goddamnit, you said we had her.  I told
           him we had her!

                     KEITH
           We got bad information, Talley.  I can't
           pull her out of my ass!

Up at the house, George Edward Malik steps into the window.
Malik is a forty-year-old freaked-out loser who has turned
the corner on insanity --

                     MALIK
               (shouting at Talley)
           You said my wife was gonna talk to me,
           you lying fuck!  I'm gonna kill her dog,
           then shoot myself!  I mean it!

Talley stares at Malik, thinking, then abruptly grabs Keith
by the collar --

                     TALLEY
               (to Keith)
           Pull the dog's name out of your ass.  Get
           the dog's name.

Talley steps out from behind the command van so that Malik
can see him.

                     LEIFITZ
               (alarmed by Talley's move)
           Talley!  You're in the line of fire!

Talley ignores Leifitz; he is totally focused on Malik and on
defusing the situation --

                     TALLEY
           I didn't lie to you, George.  You scared
           your wife pretty good last night.  We're
           having a hard time finding her.

                     MALIK
           She better talk to me!  I'm gonna kill
           her goddamned dog!

                     TALLEY
           You and I have been talking for, what, 
           sixteen hours?  Keep talking.  Is that
           your dog, too?

Malik steps away from the window --

                     MALIK'S VOICE
           I don't know whose dog it is.  She lied
           about everything else, so she probably
           lied about the dog.

                     TALLEY
           I know you're hurting.  You lose your
           job, you find out your wife's fucking
           another guy . . . but don't give up.
           We'll have her talk to you.

                     MALIK'S VOICE
           Then why won't she open her mouth?!  Why
           doesn't the bitch say something??? 

Something about Malik's statement bothers Talley.  The
wording is odd, suspicious --

                     TALLEY
           George?  Come back to the window.

                     MALIK'S VOICE
           STOP LOOKING AT ME!!!

Talley grows even more concerned.  Was Malik talking to him?

                     TALLEY
           George?  Leave the dog alone and come to
           the window.

Talley sees Keith rejoin Leifitz --

                     TALLEY (CONT'D)
               (to Leifitz)
           What's the dog's name?

                     LEIFITZ
           The neighbors say he doesn't have a dog.

The pieces fall into place for Talley:  The wife that no one
can find, the dog that doesn't exist....

                     MALIK'S VOICE
           OPEN YOUR GODDAMNED MOUTH OR I'M GONNA
           SHOOT THIS DOG!

In a single terrible moment, Talley realizes that Malik is
not talking to him; he's talking to his wife --

                     TALLEY
           Murray!!  They're in the house!  His
           wife's in the house!

Even as Talley screams, a gunshot echoes from the house,
freezing the moment.  A second shot follows the first as the
tactical team breaches the front door --

Talley sprints forward, running as hard as he can in
nightmare slow motion --

INT. MALIK'S HOUSE -- DAY

Talley shoulders inside on the heels of the tactical team
through drifting gun smoke and lancing sunlight.  SWAT cops
are cuffing Malik even though he's already dead of a self-
inflicted gunshot wound; Malik's wife is sprawled on the
couch where she has been dead for fourteen hours; two tac
officers are trying to stop the geyser of arterial blood that
sprays from the neck of Malik's nine-year-old son even as one
of them screams for the paramedics --

Talley is numb; it's all too much, too heavy, too horrible.
He kneels between to the tactical cops and takes the boy's
hand.  He stares into the boy's eyes, and the boy stares
back.  The child's face grows pale as he drains of blood.  We
hear his heart beating.  We hear it slow.  We hear it stop.

Talley stares at the dead boy.  The dead boy's lifeless eyes
stare at nothing.

TITLES

Another hyperblue sky, but now we're in an upscale bedroom
community in the sun-scorched high desert north of LA --

A legend appears:  One Year Later.

EXT. KIM'S MINIMARKET AND GAS STATION -- DAY

A rotted-out Toyota pickup lurches to a stop alongside the
minimart, white-boy hip-hop booming on the radio which dies
with the engine --

Dennis Rooney is driving; twenty-three years old, working-
class desert trash with a high opinion of his own brooding
good looks.  In the middle: Kevin Rooney, nineteen, scared
shitless at what they're about to do.  Riding shotgun:  Mars
Krupchek, twenty-four, a large pasty guy with a shaved head
and faraway eyes.

                     KEVIN
           C'mon, Dennis, this is stupid.  I thought
           we were gonna go to the movies.

                     DENNIS
               (grins past Kevin to Mars)
           Mars?!  Whattaya think, dude?  Out here
           on the edge, no one around, it's perfect,
           right?

                     MARS
           I'll check it out.

Mars slides out of the truck.  He has a tattoo on the back of
his tattoo that says:  BURN IT.

As soon as Mars is gone, Dennis frowns at Kevin --

                     DENNIS
           Try to act cool, okay?  He's gonna think
           you're a dick.

                     KEVIN
           Robbing this place is gonna put you back
           in prison.

                     DENNIS
           Not if they don't catch us, Kevin.

                     KEVIN
           We got jobs, man; we're working.  Why
           even take the chance?

                     DENNIS
           Because if you don't take the chance,
           you're already dead.

Dennis pulls a pistol from his pants to check the magazine.

                     DENNIS (CONT'D)
           Thirty seconds, we'll be down the road.
           Thirty seconds.  Then we'll go to the
           movies.

Mars returns and nods his approval --

                     MARS
           It's perfect.

That's all it takes.

INT. KIM'S MINIMART -- DAY

Junior Kim, Jr., is short, squat, and forty-two years old.
He's reading a magazine behind the counter when Dennis and
Mars enter; Dennis trying to disarm him with a smile --

As Dennis reaches the counter, he lifts his tee-shirt to
reveal the butt of his pistol --

                     DENNIS
           A pack of Marlboros for my friend and all
           your cash, you gook motherfucker!

But Junior Kim is ready.  He lurches to his feet, bringing up
a pistol of his own --

                     MARS
           He's got a gun!

Dennis lunges across the counter, grabbing Kim's gun, and the 
two men are suddenly locked in a ferocious death-struggle for
possession of the weapon --

                     DENNIS
           Mars, help me --

Dennis and Kim bounce from the counter to the Slurpy machine,
the Glock locked between them, pointing first one way, then
the other, their eyes meeting as -- BAM -- the gun goes off.

Junior Kim's eyes widen.  Dennis and Junior both look down at
the red blossom that grows on Junior Kim's chest --

                     KEVIN
               (screaming in the background)
           Dennis!  Dennis, someone's coming!

Kim falls into the Slurpy machine, then slides to the floor.
Dennis scrambles over the counter and sprints for the door. 

But Mars hesitates.  Instead of running, he picks up Kim's
gun, then leans over the counter to look at Kim's body.  We
cannot see his face --

EXT. THE MINIMART -- DAY

A forty-something soccer mom named Margaret Hammond is about
to enter the minimart when Dennis and Kevin burst out,
knocking her on her ass.  Mars follows a moment later --

Margaret watches their red pickup lurch away, then rushes
into the store --

INT. THE TRUCK -- DAY

Dennis power-shifts into gear, clashing tortured metal as he
pushes the Toyota as hard as it will go.  No one is talking;
they're screaming --

                     KEVIN
           There's fuckin' blood all over you!

                     DENNIS
           I didn't know he would have a gun!  It
           just went off!

Dennis sees himself in the rearview mirror.  His face is 
splattered with red dew, the sight of it freaking him out --

                     DENNIS (CONT'D)
           Jesus!  Fuckin' Jesus, it's on my face!

The trunk careens crazily off the road.  Mars calmly runs a
hand over Dennis's face --

                     MARS
           Relax.  It's only blood.

Dennis upshifts hard again, the truck lurching as the tranny
howls --

                     DENNIS
           FUCK you, Mars!  I got it all over me!

-- whereupon the tortured transmission gives with a loud BANG
and the truck loses power --

                     DENNIS (CONT'D)
           MotherFUCKING piece of SHIT!!!

EXT. FLANDERS ROAD -- DAY

Flanders Road is lined with trees, hedges, and the exclusive
housing developments that dot the countryside around Bristo
Camino.

The Toyota jerks to a stop well off the road, and Dennis,
Mars, and Kevin pile out, stuffing pistols and bullets into
their pockets --

                     KEVIN
           That woman's gonna call the cops.

                     DENNIS
           Shut up, goddamnit!  Just calm down!

                     KEVIN
           What if he's dead?  What if you killed
           him?

Dennis grabs him by the throat; Mars steps between them --

                     MARS
           People are looking.

Dennis sees that Mars is right; people in passing cars are
looking.  He releases his brother --

                     DENNIS
           That's why we gotta keep going.  I'm not
           gonna go in for murder.

                     KEVIN
           We're on foot.  We can't get away.

                     DENNIS
           We're surrounded by houses, dumbass.
           Every house has a car in the garage.
           All we have to do is take one.

Dennis and Mars take off for the wall, Kevin reluctantly
following --

EXT. WALTER SMITH'S HOME -- THE CUL-DE-SAC -- DAY

The camera reveals a two-story California Mediterranean home
in the exclusive housing development known as York Estates.
You can't get in the door for less than one-point-five, and
this house costs more:  Eight thousand square feet of used
brick and custom tile set on a lushly landscaped acre --

                     WALTER SMITH'S VOICE
           You can pick them up whenever you want.

INT. WALTER SMITH'S OFFICE -- DAY

Walter Smith is at his computer behind his desk.  He's forty
and fit, casually dressed with thinning hair and glasses,
currently leaning back as he talks on his phone --

                     WALTER
               (into the phone)
           I have his corporate and personal on two
           disks, labeled Marlon and Al.

As Smith talks, he ejects a Zip disk from his computer,
attaches a label reading Al, then places it in a palm-sized
case beside the first disk, Marlon --

                     WALTER (CONT'D)
           What, you don't have a sense of humor?
           He's going to love it.

Walter's ten-year-old son, Thomas, suddenly charges around
the desk and pulls at his father's arm --

                     THOMAS
           My stomach is eating me!

                     WALTER
               (into the phone)
           Yeah, that's Thomas, the human piranha.
           I have to feed the animals while Pam's in
           Florida with her sister.

                     THOMAS
           My stomach has teeth!  It's eating my
           guts!

                     WALTER
               (still with the phone)
           Listen, is Glen on his way?  Great.  The
           paper's bagged and ready to go.  Bye.
               (hangs up; then)
           All right, all right, all right--it's 
           feeding time!

Walter allows his son to pull him around the desk to --

EXT. THE SMITHS' BACK YARD -- THE POOL -- DAY

A boom box blasts the latest teendiva megahit as Walter's
sixteen-year-old daughter, Jennifer, stretches out in cutoff
shorts and a bikini top, working on her tan.

Walter and Thomas appear in the French doors that open from
the back of the house --

                     WALTER
               (calling)
           Jen!  Come feed your brother!  He's
           wasting away!

                     JENNIFER
           Can't we send him to Florida?

                     WALTER
           Jen, c'mon, chop-chop!  I've got to
           finish my work!

Jennifer rolls her eyes, rises from the chaise longue, and
pads to the house.  As she clears the frame, the camera
swings toward the overgrown wall at the edge of the property.
Dennis silenty drops into the bushes --

EXT. BRISTO CAMINO PATROL CAR -- DAY

A sky blue Bristo Camino patrol car cruises along Flanders
Road --

INT. THE CRUISER -- OFFICER MIKE WELCH -- DRIVING

Welch is a young officer with an innocence to his eyes that
you don't find in urban cops.  He keeps a photo of his wife
and toddler son taped to the dash.

                     RADIO
           Four, base.  You there, Mike?

Welch picks up the radio microphone --

                     WELCH
           Four.  I'm gonna hit the Krispy-Kreme.
           You want a dozen?

                     RADIO
           Armed robbery, Kim's Minimart on Flanders
           Road, shots fired with a man down.

This is so unexpected that Welch waits for the punchline --

                     WELCH
           Are you kidding me?

                     RADIO
           Ah, suspects are three white males
           driving a red pickup last seen eastbound
           on Flanders.

Welch turns on his lights just as he sees the red Toyota
pickup abandoned on the side of the road and stands on his
brakes --

INT. THE SMITHS' KITCHEN -- A FEW MINUTES LATER

The Smiths' home sports an open floor plan with the kitchen
centrally located between a large family room, a hall that
leads to the front of the house, and the French doors that
open onto the pool area.

Jennifer is putting the finishing touches on three tuna
sandwiches as she calls to her brother --

                     JENNIFER
           Tell Daddy that lunch is ready.
               (no answer)
           Thomas, don't be a turd.  Tell --!

She turns to find herself face-to-face with Dennis, who
clamps a hand over her mouth --

                     DENNIS
               (quietly)
           I'm not going to hurt you.

Mars is holding Thomas.  Kevin is by the French doors --

                     DENNIS (CONT'D)
           Stop fighting.  Relax, and I'll let go.

Jennifer struggles until she sees that Mars is holding a
pistol to Thomas's head --

                     DENNIS (CONT'D)
           That's better.  Be cool and we'll be
           outta here in five minutes.  Understand?

Jennifer nods, and Dennis removes his hand.  He has her
pinned to the counter, his body pressed into her's; she is
suddenly very aware that she is almost naked --

                     DENNIS (CONT'D)
           Who else is here?

                     JENNIFER
           My father.

Dennis grabs her hair and pulls her away --

INT. SMITHS' OFFICE -- DAY

It happens fast:  Dennis shoves Jennifer into the room, and
Mars and Kevin follow with Thomas --

Walter is feeding a computer print-out into a paper shredder
as they burst through the door --

                     DENNIS
           Get your ass in the chair!  Sit down!

Dennis shoves Jennifer to the floor and stalks directly
across the room, his gun trained on Walter.

Walter freezes, hands motionless, letting the paper feed into
the shredder.  Strangely, he has little outward reaction --

                     WALTER
               (quietly)
           Jen?  Are you all right?

                     DENNIS
           She'll be dead if you don't put your ass
           in that chair!

Walter carefully sits.  He is amazingly calm in the face of
this invasion.

                     DENNIS (CONT'D)
           Kevin!  Don't stand there, asshole, close
           the windows!  Mars, keep him covered,
           dude!

Mars pushes Thomas down beside Jennifer, then aims his gun at
Walter.  Kevin closes the shutters as Dennis rips the 
electric cord from a lamp --

                     WALTER
           Who sent you?

                     DENNIS
           Don't go Rambo and you'll tell'm about
           this on the back nine.  I'm gonna tie you
           up, then we're gonna take your car.

Walter glances toward the shredder; the final page of paper
emerges as spaghetti and then the shredder stops --

                     WALTER
           The car.  All you want is the car?

                     DENNIS
           Am I talkin' raghead?!  I want your car!
           Gimme the goddamned keys!

A strange smile flickers at the corner of Walter's mouth as
if there's a joke within all this, then --

                     WALTER
           The keys are on the wall by the garage.
           Take it.  The tank's almost full.

                     KEVIN
           Dennis!  The cops!

Dennis rushes to the window --

EXT. THE SMITHS' HOUSE -- CUL DE SAC -- DAY

Mike Welch climbs out of the patrol car and keys his shoulder
mike as he appraises the house --

                     WELCH
               (into his radio mike)
           They had to go through the yard at 455
           Castle Way.  I'm going to approach.

Welch slowly moves up the walk toward the front door --

INT. THE ENTRY -- DAY

Dennis shoves Jennifer to the door --

                     DENNIS
           Open it!  You remember I'm right here!

EXT. THE HOUSE -- WITH WELCH

Welch is halfway up the walk when the door opens and
Jennifer, clearly terrified, peers out.  Welch hesitates --

                     WELCH
               (into his mike)
           Teenage female opened the front door.
               (to Jennifer)
           Miss, I found an abandoned vehicle on the
           other side of your wall.  Did three young
           men run through the area?

Jennifer doesn't answer.  Her eyes fill until two huge tears
roll down her cheeks.  Welch grows uneasy.  Something is
wrong, but he doesn't know what.  He stays where he is --

                     WELCH (CONT'D)
           Miss?

                     JENNIFER
           I didn't . . . see anyone.

Welch stares into Jennifer's eyes, pointedly shifting his
gaze to ask the silent question:  Are they here?

INT. WALTER'S OFFICE -- MARS AND KEVIN

are peering out the shutters when --

Mars suddenly shouts --

                     MARS
           He's going for his gun!

Mars opens fire, shooting through the window as --

DENNIS

kicks the door closed and fires through the door, Jennifer
screaming, as --

EXT. THE HOUSE -- DAY -- MIKE WELCH

tumbles backward, struggling weakly to pull his gun as blood
bubbles in his mouth.  He tries to rise, but can't --

                     WELCH
               (into his radio)
           Officer down.  Jesus, I've been shot.

                     RADIO VOICE
           Mike?  Mike, what did you say?!

Mike Welch blinks at the sky, but cannot answer -- 

INT. BRISTO CAMINO POLICE DEPARTMENT -- DAY

It's the kind of small-town police facility you might expect:
A general room with desks and computers, a coffee machine,
and a desk officer who thinks that crime is two teenagers
egging a house.

The camera establishes the low-key atmosphere, during which
it finds a glass door labeled J. Talley, chief of police --

INT. TALLEY'S OFFICE -- DAY

Jeff Talley is behind the desk, his voice muted because he is
locked in a painful phone conversation --

                     TALLEY
               (into phone)
           It's really hard, Jane.  This isn't the
           way I want it.

INT. JANE'S KITCHEN -- DAY

Jane Talley is an attractive woman in her mid-thirties.  She
has the efficient manner of a registered nurse, which she is,
and right now she's using all of her professional detachment
to keep herself together --

                     JANE
               (into phone)
           No?  Then whose idea was it for you take
           a job in the middle of nowhere?

Intercut Talley, who considers the photographs that decorate
his wall:  Shots of Talley in happier times with Jane and
their teenaged daughter, Amanda; Talley as a young SWAT
officer; the framed headline from the Bristo Weekly Standard
proclaiming:  EX-SWAT COP NEW BRISTO CHIEF!

                     TALLEY
           I need to work out some stuff.

                     JANE
           You're hiding, Jeffrey.  You're hiding
           from the job and you're hiding from me.

                     TALLEY
           I still see that boy's eyes.

Jane softens; she knows that a part of him is in terrible
pain.  But she's in pain, too --

                     JANE
           That happened a year ago.  You've been
           gone for almost six months.  How long do
           you have to punish yourself for something
           that wasn't your fault?

Talley studies the picture of his wife and daughter.  He
focuses on Amanda --

                     TALLEY
           Is Amanda there?

Jane cups the phone and calls to her daughter.  Amanda enters
and goes to the refrigerator.  She's fifteen and carrying the
weight of a seriously bad attitude --

                     JANE
               (to Amanda)
           It's Dad.  He wants to speak with you.

                     AMANDA
               (doesn't even glance over)
           I'm gonna see him later.

                     JANE
               (back to Talley)
           She has to go to the bathroom.

Jane turns away and lowers her voice, not wanting Amanda to hear --

                     JANE (CONT'D)
           You're not only punishing yourself, Jeff.
           Amanda and I are in this, too.

Talley knows, and he hurts like hell because of it --

                     TALLEY
           Can we talk some more when you get here?

                     JANE
           We'll see you in a couple of hours.

Jane hangs up without waiting for a response, then closes her
eyes, trying hard to keep herself together.

                     AMANDA
           I don't wanna go up there.  I want to 
           stay here with my friends.

                     JANE
           Pack your things.  You're going.

Jane stalks away without a glance back, and Amanda angrily
flips off her mother --

WITH TALLEY

He is clearly shaken by the call, but his thoughts are
interrupted when his assistant, an older woman named Louise
Vance, bursts in --

                     LOUISE
           Mike's been shot!  Someone shot Junior
           Kim, too --

Talley comes around his desk --

                     TALLEY
           What are you talking about, shot?  What
           happened?

                     LOUISE
           Three white males shot Junior.  Mike
           followed them to York Estates --

                     TALLEY
           Where are they?

                     LOUISE
           York Estates.  Four-five-five Castle Way.
           Anders and Jorgenson are on the way.

Talley charges out --

EXT. YORK ESTATES -- CASTLE WAY -- DAY

Talley wheels into a wide, spacious cul-de-sac lined with
expensive estate homes, and pulls up behind another radio
car.  Anders and Jorgenson are crouched in the street --

Bullets snap into Talley's windshield, starring the glass --

                     TALLEY
           Sonofabitch.

Talley scrambles out of his car --

EXT. THE SMITHS' HOUSE -- TALLEY'S CAR -- DAY

Talley takes cover behind his front wheel.  Anders and
Jorgenson are young guys; they've never worked a high-crime
area; they've never made a felony arrest; and right now
they're scared shitless.

Mike Welch lies on the Smiths' front lawn, forty feet away --

                     ANDERS
           Welch is down!  They shot him!

                     JORGENSON
           We think it's the three guys who robbed
           Kim's.

                     TALLEY
           Are civilians inside?

                     JORGENSON
           He said something about a girl --

                     TALLEY
           Holster your guns!

Another shot cracks from the house as we hear the faint wail
of approaching sirens.  Talley edges around his car, trying
to see Welch --

                     TALLEY (CONT'D)
               (calling)
           Mike!  Mike, can you hear me?

                     ANDERS
           I think he's dead!

                     TALLEY
           Don't shout, Larry.  I'm three feet away.

Talley considers the situation and comes up with a plan --

                     TALLEY (CONT'D)
           We have to cordon off the streets, then
           evacuate these houses.

                     JORGENSON
           What are we going to do about Mike?

                     TALLEY
           Keep your head down.

Talley scrambles back into his car.  He backs up, then powers
the car up the drive and onto the front lawn --

WITH WELCH

Talley roars to a stop between Welch and the house, using the
car as a shield.  More shots ping off his car as Talley
climbs out --

                     TALLEY
           How you doing, buddy?  You still alive?

Welch moans.  His shirt is soaked with blood where the
bullets caught him beneath his vest.  Talley can't waste
time.  The siren is closer now --

                     TALLEY (CONT'D)
           Jesus.  You hang on.

Talley hoists Welch into the backseat, then dives behind the
wheel.  He fishtails off the lawn and up the street --

EXT. THE CUL-DE-SAC INTERSECTION -- DAY

The ambulance waits as Talley powers to a stop --

                     TALLEY
           He's in the backseat!

Paramedics pull Mike Welch from the car as Talley gets out.
He can see into the cul-de-sac from here, where Anders and
Jorgenson still hunker behind their car.  Talley keys his 
radio --

                     TALLEY (CONT'D)
           This is Talley.  Who's on?

His radio crackles with overlapping voices --

                     TALLEY (CONT'D)
           One at a time!  Clear the air!
               (as they settle)
           Louise?  Talk to me.  What do we have?

                     LOUISE'S VOICE
           Junior Kim was DOA at the hospital.

Frantic voices once more overlap --

                     COP VOICES
           What about Mike?  Is Welch alive?  What
           happened?

                     TALLEY
               (forcefully)
           Quiet!  I want radio discipline.
               (as they quiet)
           Mike's hanging in.  Larry, Jorgy?  Listen
           up.

                     JORGENSON'S VOICE
           Go, Chief.

                     TALLEY
           Find out who lives at four-five-five.  We
           gotta know who's in there.

                     LOUISE'S VOICE
           Chief?  Mike said a young girl answered
           the door.

                     TALLEY
           Did he say if she was shooting at him?

                     LOUISE'S VOICE
               (hesitant)
           He didn't say.

                     TALLEY
           Then we don't know if she's part of this
           or not.  Mickey, you up?

                     MIKKELSON'S VOICE
           We're out two minutes, me and Dreyer.

                     TALLEY
           Mike found a red pickup abandoned on
           Flanders.  You see it?

                     MIKKELSON'S VOICE
           It's right in front of us.

                     TALLEY
           Run a DMV on the plate for the owner's
           name.

                     LOUISE'S VOICE
           I pulled Mickey and Dreyer off the
           minimart.

                     TALLEY
           Jesus Christ, Louise, we can't leave a
           crime scene like that.  Put a unit out
           there.

                     LOUISE'S VOICE
           We only have eight officers on duty,
           Chief.

More sirens are approaching, but their help seems too little,
too late.  Talley stares up the cul-de-sac at the Smiths'
house as if this was a terrible nightmare --

                     TALLEY
               (to himself)
           That's not enough.

                     LOUISE
           What's that, Chief?  Say again.

                     TALLEY
           Get everyone out here.  Then call the
           Sheriffs.  Tell them we have a possible
           hostage situation.

INT. WALTER SMITH'S OFFICE -- DAY

Gunsmoke fills the air.  Kevin is freaking.  He throws a
magazine at Mars --

                     KEVIN
           We could've gone out the back!  You
           didn't have to shoot!

                     DENNIS
           Stop it!  They found the truck, Kev!
           They're already behind us!

                     KEVIN
           We should give up.  All we're doing is
           making it worse.

                     JENNIFER 
           Get out of our house!

Her voice cuts through the din.

Jennifer and Thomas are huddled with their father on the
floor, Jennifer's arms crossed to cover herself --

                     WALTER
               (softly)
           Quiet, Jen.

                     JENNIFER 
           Why don't they go?!  Why don't they leave
           us alone and go?!

Dennis charges up to her, screaming and waving his gun --

                     DENNIS
           Shut up!  Shut the fuck up!

Walter Smith slowly stands --

                     WALTER
           None of you will get out of this.

Dennis spins toward Walter, leveling his gun --

                     DENNIS
           Stay down!  Stay down, goddamnit!

                     WALTER
           I'm going to my desk.

                     DENNIS
           You're not goin' anywhere!  Get on the
           fuckin' floor!

Dennis raises the gun to Walter's face.  Walter is in
complete command of himself and nowhere near scared, but
Jennifer grabs his legs --

                     JENNIFER
           Daddy, don't!

                     WALTER
               (casually; to Dennis)
           Take it easy, son.  I'm only going to my
           desk.

Walter eases past Dennis, who doesn't know what to do --

                     DENNIS
           Get on the floor!

                     WALTER
           I have contacts in Los Angeles.  Lawyers
           and judges who can help you.

Walter slips open the center drawer.  Dennis thinks that
Walter might go for a gun.  He screams louder and aims
between Walter's eyes --

                     DENNIS
           I'll fuckin' kill you!

                     JENNIFER AND THOMAS
           Daddy!  Please!

Walter checks that the computer disks are in the disk case.
We can see their names clearly:  MARLON and AL.  He drops the
case into the drawer, then lifts out a thick booklet --

                     WALTER
           This is every criminal lawyer in 
           California.  If you give up now, right 
           now, I'll buy you the best lawyer in the
           state.

Dennis slaps the book aside, even more angry --

                     DENNIS
           We just killed a cop!  We killed a fat
           chinaman!  We'll get the death penalty!

Dennis suddenly screams at Mars and Kevin --

                     DENNIS (CONT'D)
           Mars, watch the cops!  Kevin!  Watch the
           back of the house!

                     WALTER
           You won't die if you let me help.

                     DENNIS
           Bullshit!

                     WALTER
           But if you stay in this house, I can
           promise you this --

                     DENNIS
               (shouting over him)
           Shut up!  Shut up and get on the floor!

                     WALTER
           You can't imagine the fucking you're
           going to get.

Dennis snaps.  He swings the gun hard and smashes Walter on
the temple.  Walter drops like a rock.

                     JENNIFER
           Leave him alone!!

Jennifer rushes to her father's side, but Walter's out cold --

EXT. TALLEY'S CAR -- THE INTERSECTION -- A FEW MINUTES LATER

Talley is at his car with Anders and two other officers,
Leigh Metzger, a woman in her early thirties, and Cliff
Campbell, a slender guy who looks like a retired security
cop.  Talley is getting information reports both in person
and over the radio --

                     ANDERS
               (referring to notes)
           The house belongs to Walter and Pamela
           Smith.  They've got two kids, a girl
           about fifteen and a boy younger, Jennifer
           and Thomas.

                     TALLEY
           That would be the girl who opened the
           door.  Are the others inside?

                     ANDERS
           The mother is in Florida visiting her
           sister.  The father works at home, so
           he's probably inside.

Talley keys his mike --

                     TALLEY
               (into his mike)
           Louise?

                     LOUISE'S VOICE
           Go, Chief.

                     TALLEY
           Get a phone number for the Smiths.

                     MIKKELSON'S VOICE
               (from the radio)
           Chief, Mikkelson.

                     TALLEY
           Go, Mickey.

                     MIKKELSON'S VOICE
           The truck is registered to Dennis James
           Rooney, white male, twenty-two.  He has
           an Agua Dulce address.

                     TALLEY
           Contact the landlord.  I want to know
           employment, friends, family, anything we
           can find out about this guy.

A news helicopter swoops overhead in a tight turn.  The cops
look up --

                     CAMPBELL
           What in hell is that?

                     TALLEY
               (grimly)
           News hawks.  There'll be more.  They
           monitor our frequencies.

Talley realizes that his officers are staring at the
helicopter as if they've never seen one; these people have
never dealt with a crime this large, and have probably never
even seen a felon.  Talley keys the mike again --

                     TALLEY (CONT'D)
           Everyone be cool.  That's our job right 
           now--stabilize the situation and don't 
           let things get out of hand.  All we have
           to do is hang on until the Sheriffs take
           over.  That's all we have to do.

No one looks particularly convinced --

                     METZGER
           How do we do that?

                     TALLEY
           That's my job, Metzger.  That's why I get
           the big bucks.

Talley puts away his mike --

INT. WALTER'S OFFICE -- DAY

Jennifer and Thomas are bent over their father, wanting to
help but not knowing how.  Walter's eyes flicker as if he's
dreaming, and the lump on his head is bleeding --

                     JENNIFER
           He's not waking up.  He should be awake.

Jennifer abruptly stands and faces Dennis --

                     JENNIFER (CONT'D)
           He needs a doctor.

                     DENNIS
           Shut up and sit down.  You think
           someone's gonna make a house call?

Jennifer is scared--really, really scared--but she doesn't
sit down.  Both Dennis and Mars are staring at her.  She
feels naked and vulnerable.  She crosses her arms again --

                     JENNIFER 
           At least let me get some ice for his
           head.

Dennis finally relents and shrugs at Mars --

                     DENNIS
           Make sure Kevin isn't fucking off back
           there.

Jennifer hurries out as Mars follows --

INT. THE KITCHEN -- DAY

Jennifer goes to the counter.  Kevin is at the French doors,
nervous and scared; Mars is a dark shadow behind her --

She kneels to a low cabinet when Mars kicks it shut --

                     MARS
           I thought you wanted ice.

Mars towers over her, his groin inches from her face --

                     JENNIFER
           I'm getting a wash cloth for the ice.

Mars gazes down at her, enjoying his size and power.  He
steps closer, bringing his groin closer to his face.
Jennifer stands, holding her arms across her breasts --

                     JENNIFER (CONT'D)
           Please get away from me.

                     KEVIN
               (from the background)
           Mars?  What are you doing?

Kevin's intrusion shatters the moment.  Jennifer quickly
snatches a wash cloth from the cabinet, then takes an ice
tray from the freezer and brings it back to the counter --

As Jennifer puts ice in the wash cloth, she sees the paring
knife that she used for the sandwiches partially hidden by
paper towels --

She glances at Kevin, but cannot see Mars; he's at the
refrigerator behind her.  Jennifer slowly reaches for the
knife --

                     MARS 
           Hey.

Jennifer freezes, terrified.  She pushes the knife behind the
Cuisinart to hide it, then turns.  Mars is offering her a
beer.

                     MARS (CONT'D)
           Want one?

                     JENNIFER
           I don't drink beer.

                     MARS
           Mommy won't know.  You can do anything
           you want right now.  Mommy won't know.

                     JENNIFER
           What I want is to help my father.

Jennifer hurries past him and disappears down the hall.  Even
as she leaves the phone starts ringing --

INT. WALTER'S OFFICE -- DAY

The phone seems to ring louder here.  Dennis stands over it,
watching the phone as if it's alive.  The phone rings again 
and again.  Finally, he answers --

                     DENNIS
           Hello?

EXT. TALLEY'S CAR -- IN THE CUL-DE-SAC -- DAY

Talley is once more behind his car.  He's on his cell phone,
with Jorgenson nearby --

                     TALLEY
               (into his phone)
           My name is Jeff Talley.  Is this Dennis
           Rooney?

Intercut Dennis on the phone in Walter's office --

                     DENNIS
           You with the cops?

                     TALLEY
           The Bristo Police Department.  Look out
           the window.  You see the car?

Dennis peers through the shutters --

                     DENNIS
           Yeah.  I'm Rooney.

                     TALLEY
           We had an awful lot of shooting.  You
           need a doctor in there?

Dennis shoots a guilty glance at Walter, then lies --

                     DENNIS
           We're cool.

                     TALLEY
           Let me speak to Mr. Smith.  I want to
           hear it from him.

                     DENNIS
           Fuck you.  I'm running this shit.  You
           talk to me.

                     TALLEY
           How about your two friends?  You don't
           have a man dying in there, do you?

                     DENNIS
           They're fine.

Talley cups the phone to tell Jorgenson --

                     TALLEY
           All three subjects are confirmed inside.
           Call off the house-to-house.
               (back to the phone)
           Okay, Dennis, I want to explain your
           situation --

                     DENNIS
               (interrupting)
           You don't have to explain shit!  That
           Chinaman pulled a gun.  We wrestled for
           it.  That Chinaman shot himself.

                     TALLEY
           Mr. Kim didn't make it, Dennis.  He died.

                     DENNIS
           How about the cop?

                     TALLEY
           Dennis?  I want you to release those
           people.

                     DENNIS
           Fuck that.  They're the only thing
           stopping you from blowing us away.

                     TALLEY
           We're not coming in there by force, okay?
           No one wants to hurt you.

                     DENNIS
           I got these people!  You try to come get
           me, I'll kill every fuckin' one of them!

The phone clicks in Talley's ear as Dennis slams down the
phone --

INT. WALTER'S OFFICE -- AT THAT MOMENT

Dennis is livid with fear and rage.  He paces through the
office like a trapped cat --

                     DENNIS
           That fuckin' Chinaman is dead!  That's
           murder-one, dude.  That's the needle!

Kevin appears in the entry, drawn by Dennis's raving --

                     DENNIS (CONT'D)
           Get back where you belong, asshole!
           Mars, keep and eye on the cops; I gotta
           find a way out of here --

Dennis shoves Kevin out of the office and stalks after him --

INT. DOWNSTAIRS HALL -- DAY

Kevin dogs along beside Dennis, speaking softly so that Mars
doesn't overhear --

                     KEVIN
           I have to tell you something --

                     DENNIS
           We gotta find a way outta here is what we
           gotta do!

                     KEVIN
           It's about Mars --

They reach the master bedroom suite, a huge room with sliding
glass doors that overlook the pool --

                     KEVIN (CONT'D)
           That cop didn't pull his gun.  Mars lied.
           He just started shooting!

                     DENNIS
           Bullshit.  Why would Mars do that?

                     KEVIN
           I was there, Dennis!  I saw!  It's like
           he wanted to shoot that cop.

                     DENNIS
           You're being stupid.  Check out the
           bathroom.  Maybe we can sneak out a
           window --

Dennis shoves Kevin toward the bathroom, then steps into --

INT. THE SECURITY CLOSET -- DAY

One side is filled with racks of clothes, but the opposite 
side is an industrial bank of video monitors showing a dozen
views of the house, both inside and out --

Dennis sees this stuff and stops in his tracks, awed --

                     DENNIS
           Kev.

Kevin steps in beside him.

                     KEVIN
           Jesus.  What is this?

                     DENNIS
           Are you totally stupid?  What does it
           look like?

One monitor shows Mars and the Smiths in the office, another
the kitchen, another Jennifer's room, another the front of
the house, the rear, the sides--every room and most of the
exterior can be seen --

                     DENNIS (CONT'D)
           Look, that's the master bedroom out here.

Dennis goes out into the master, looking for the camera, and
appears on the bedroom monitor --

                     KEVIN
           I can see you!

Dennis steps back into the closet, and this time he examines
the door.  He closes it enough to reveal thick throw-bolts --

                     DENNIS
           Dude, this is solid steel.  They gotta be
           hiding something.

Dennis glances over to his brother, and finds Kevin on his
knees with two black travel bags beneath the clothes --

                     KEVIN
           Dennis --

Kevin pushes the clothes aside to reveal an open bag.  It's
filled with hundred dollar bills.  Dennis kneels beside his
brother and opens the second bag.  It's filled with hundred
dollar bills, too --

                     DENNIS
           Go get Mars.

INT. MRS. PENA'S FAMILY ROOM -- DAY -- ON A TELEVISION

We're watching a grainy black and white security tape of
Junior Kim's robbery/homicide.  It shows Kim behind the
counter as Dennis and Mars enter --

                     MIKKELSON
           One in front is Dennis James Rooney.

Talley, Mikkelson, Dreyer, and Anders are watching the tape,
which is currently being played in the home of Mrs. Estelle
Pena, who lives two blocks from the Smiths.

Mikkelson is a tall, strong woman; Dreyer is her opposite, a 
short, dumpy man --

                     MIKKELSON (CONT'D)
           Dennis has a younger brother, Kevin Paul--
           that's him entering now, the third guy.

                     TALLEY
           Has Dennis done time?

                     MIKKELSON
           Just pulled thirty days for misdemeanor
           burglary.  He shows car theft,
           shoplifting, and DUI.

Talley steps closer to the television, and taps Mars --

                     TALLEY
           Who's this?

                     DREYER
           We don't know.

                     TALLEY
           Have still prints made from the tape.
           Show the landlord.  Maybe we can get a
           fast ID.

Talley looks closer.  With the way Mars is positioned, we can
see part of the tattoo on his head --

                     TALLEY (CONT'D)
           Here on his head.  Is that a tattoo?

                     MIKKELSON
           I can't make it out.

                     TALLEY
           Says...burn it.

On the tape, Kim slumps to the floor.  Dennis vaults across
the counter and runs to the door.  Mars, however, calmly
picks up Kim's gun and leans across the counter.  We couldn't
see this before, but now we see a strange smile play over his
face --

                     DREYER
           What's he doing? 

                     TALLEY
           He's watching Kim die.

Talley watches Mars, and knows that this guy is seriously
disturbed.  He is still watching the tape when Leigh Metzger
calls from the door --

                     METZGER
           Chief?

Talley turns.  Metzger is with Amanda and Jane --

EXT. MRS. PENA'S HOUSE -- DAY

Talley, Jane, and Amanda are walking to the street.  Amanda
is excited; she thinks this is cool --

                     AMANDA
           Are men with guns really barricaded in a
           house?

                     TALLEY
           Just around the corner and up that
           street.  See the helicopters?

Five news choppers now hover high over the house.  The crime
scene is only two blocks away.  Close.

                     JANE
           Wait by the car, Mandy.  Give me a minute
           with Dad.

They wait until Amanda is gone, then --

                     TALLEY
               (apologizing)
           I should've called.  This thing broke
           right after we spoke, then everything
           happened so fast --

                     JANE
           Don't worry about it.  How are you doing?

                     TALLEY
           The Sheriffs will take over when they get
           here.

                     JANE
           But they're not here yet.  Tell me about
           you.

Jane touches his arm --

                     JANE (CONT'D)
           Jesus, you're shaking.

Self-conscious, Talley moves away so that he's out of reach --

                     TALLEY
           Why don't you guys grab some dinner at
           the Thai place?  I'll meet you there as
           soon as I can.

                     JANE
           You sure?

                     TALLEY
           I don't know how long I'll be stuck here.

                     JANE
           I'm in no rush.  Maybe later we can talk.

Talley gives her a gentle nod, then watches her walk away
until --

                     TALLEY
           Jane?

She turns back, her eyes asking 'what?'

                     TALLEY (CONT'D)
           I'm scared shitless.

                     JANE
           That's okay.  I love you anyway.

Talley and Jane share the moment, and then she walks away.

EXT. YORK ESTATES -- DAY

A news chopper swings by overhead bringing us to the main
entrance of York Estates.  The entrance has been blocked, and
cars are being turned away, so traffic is backed up both ways
along the street --

INT. GLEN HOWELL'S CAR -- DAY

Glen Howell is a nice-looking man in his early forties:
Sport coat, gold Rolex, deep tan.  He hammers the horn of his
Mercedes S600 sedan, but it does no good; traffic is frozen --

A news van trying to work up the line pulls alongside, then
gets jammed by the crunch like everyone else.  Howell rolls
down the window --

                     HOWELL
           Hey, you guys know what's going on?

An attractive Asian-American reporter leans from her window
to answer --

                     REPORTER
           Three men took a family hostage.

                     HOWELL
           Jesus, no shit?  My client lives in
           there.

The reporter checks her notes --

                     REPORTER
           It's a family named Smith, Walter and
           Pamela Smith.  Do you know them?

Howell stares at her emptily, then shakes his head --

                     HOWELL
           No.  No, I don't know them.  Thanks for
           your time.

Howell pulls a U-turn to get out of traffic.  He flips open
his cell phone and presses the speed dial --

                     HOWELL (CONT'D)
               (into his phone)
           We have a problem out here.

INT. SONNY BENZA'S OFFICE -- PALM SPRINGS -- DAY

We're in a palatial home on the ridge overlooking Palm
Springs.  On the cut, Sonny Benza, Phil Tuzee, and Charlie
Fischer are watching TV news coverage of the situation in
Bristo Camino --

                     TUZEE
           Worst case, it's a bloodbath.  The
           detectives come out with Smith's
           computer, and we go directly to jail, do
           not pass Go.

                     BENZA
           Maybe Glen already picked up the disks.

                     TUZEE
           I took the call from Glen personally.
           They're still in Smith's house.

Fischer tries being positive --

                     FISCHER
           Maybe we're getting too dramatic.  It's
           three kids.  They'll give up, the cops
           will arrest them, and that's that.  Why
           would they search the house?

                     BENZA
           You think we should take that chance?

                     FISCHER
               (on the spot)
           I guess not.

                     BENZA
           I guess not, too.  How much information
           is in the house?

                     TUZEE
           Smith was cooking the books for the IRS.
           That means he has it all:  The cash flow,
           where it comes from, how we launder it,
           our split with the East.

                     FISCHER
           It's on two computer disks he calls
           Marlon and Al.

                     BENZA
           What, he's cute?  That's his idea of
           humor?

                     FISCHER
           If the Feds get those disks, the East
           Coast is gonna take a hit, too.  You
           should let them know.

                     BENZA
           No way.  I tell them, that Old Man is
           gonna handle this from back there.

                     TUZEE
           You should warn them, Sonny.
 
                     BENZA
           Fuck them!  Now get your head in the
           game, Phil--we have to handle this.

Benza turns back to the television --

                     BENZA (CONT'D)
           Put our people on the scene.  Smith might
           talk just to cut a break for his kids.

                     TUZEE
           He knows better than that.

                     BENZA 
           Bullshit--a man will do anything to save
           his family.  Who's running the show up
           there?

                     FISCHER
           They have a chief of police, a guy named
           Talley.  I saw him being interviewed.

The television suddenly shows Talley making a statement.  He
looks tired and haggard --

                     FISCHER
               (pointing)
           Hey, that's him.  That's Talley right
           there!

Benza studies Talley, then looks at his lieutenants --

                     BENZA
           Find out how we can hurt him.  By the end
           of the day, I want to own him.

                     TUZEE
           It's happening right now.

That's exactly what Benza wanted to hear.

EXT. THE DESERT ROSE MOTEL -- DAY

A low-rent motel on the road between Bristo Camino and
Newhall.  Glen Howell's Mercedes is parked on the side, along
with several other cars.

It's late-afternoon going into evening.  The sun is sinking 
fast --

INT. HOWELL'S ROOM -- DAY

Howell is being briefed by his operators, four men and two
women.  There's a minimum of bullshit; these people are
professionals --

Ken Seymore is an intense, compact man who talks fast --

                     SEYMORE
           L.A. County Sheriffs are inbound from a
           bank robbery in Pico Rivera.

                     HOWELL
           Give me an ETA.

                     SEYMORE
           An hour, tops.  Might be sooner.

Duane Manelli speaks up --

                     MANELLI
           When the Sheriffs get here, how many we
           looking at?

                     SEYMORE
               (checking his notes)
           A command team, a negotiating team, a
           tactical team--the tac team includes a
           perimeter team, the assault team, 
           snipers, and breachers--thirty-five new
           bodies.

                     HOWELL
           How many locals?

Gayle Devarona, one of the women, leans forward --

                     DEVARONA
           Fourteen officers and two civilians.  I
           have their names and most of their
           addresses.

She tosses a yellow legal pad onto the table --

                     HOWELL
           And Talley?

                     DEVARONA
           Married but separated, ex-LAPD.  The fam
           doesn't live here, but they're coming up
           today.  I got his address there.

                     MANELLI
           The cops I talked to, they said Talley
           was a hostage negotiator in LA.

                     DEVARONA
           His last three years on the job.  Before
           that, he was SWAT.

Mike Ruiz joins in --

                     RUIZ
           How's a SWAT negotiator make it up here
           to this shithole?

                     DEVARONA
           I make him for a stress release.

                     HOWELL
           Good work, Gayle--everybody.  Now stay
           ahead of the curve.  I want to know
           everything that happens before it
           happens.  I'll cover Talley.

Howell tears Talley's address off the yellow pad.  This
meeting is over --

                     SEYMORE
           What if it goes south?

                     HOWELL
           What do you mean?

                     SEYMORE
           If things get wet, we're going to need
           someone who can handle that end.

                     HOWELL
           You worry about your end.  I got my side
           covered.

Howell tucks the address in his pocket and goes to the door.

EXT. DONUT SHOP -- NEWHALL, CALIFORNIA -- NIGHT

The sun has set.  The donut shop glows greasily at the end of
a strip mall.  It is empty except for the overweight woman
behind the counter and a lone man seated at a window booth --

INT. THE DONUT SHOP -- NIGHT

The man in the booth is named Marion Clewes.  He's an average
looking guy, more or less, except for the strange cant to his
right eye and the thin black tie he wears over his white J.
C. Penney shirt.  His jacket doesn't fit quite right, but not
so much as you'd notice.  Marion could disappear into a crowd
just by being so ordinary.  That's the point.

A fat black desert fly, heavy with juice and thorny with
coarse hair, buzzes past --

Marion watches it, only his eyes moving --

The fly lands in the sprinkles of sugar on the table --

Marion watches it, then, suddenly, with no warning, his hand
flashes out, slamming down on the table.

He holds his hand in place, feeling for movement, then slowly
peeks under his hand --

The fly oozes sideways, legs kicking, trying to walk.  One
wing beats furiously; the other is broken --

Marion examines his hand.  A smear of fly goo and a single
black leg streaks his third finger.  Marion touches his
tongue to the smear --

The woman behind the counter watches this, her eyes widening
with disgust --

Marion holds the fly in place with his left index finger, and
uses his right to break away another leg.  He eats this leg,
too --

The woman disappears into the rear --

Headlights flash across the glass, and Marion swivels around
to see Howell's Mercedes pull up --

Marion carefully pushes the still-alive fly aside as Glen
Howell takes a seat across from him.  Howell puts the yellow
slip with Talley's address on the table --

                     HOWELL
           Talley lives here.  I don't know if the
           place has security or not.

                     MARION
           It won't be a problem.

                     HOWELL
           He has a wife and kid.  That's how
           we'll get to him.

                     MARION
           Okey-doke.

                     HOWELL
           We have to own this guy, Marion.  We
           don't want him dead; we need to use him.

Marion puts Talley's address into his pocket.

                     MARION
           Can we make him dead after we use him?

Glen Howell slides out of the booth without answering.
Marion creeps him out --

                     HOWELL
           Whatever you want.  Page me when you're
           done.

Howell starts away, then turns back --

                     HOWELL (CONT'D)
           Donuts here any good?

                     MARION
           I don't eat junk food.

Howell frowns like he might've known, then walks away.
Marion turns back to the fly --

It lays there, still, until Marion prods it.  The remaining
wing flutters --

Marion breaks off the remaining wing and eats that, too.

EXT. COMMAND STREET -- NIGHT

Talley and Leigh Metzger stride through a pool of street light
as she reports --

                     METZGER
           PacBell shows six lines into the house.
           They blocked all six like you wanted.

                     TALLEY
           I have the only number that can call into
           the house?

                     METZGER
           Yes, sir.  They'll only accept calls from
           your cell.

                     TALLEY
           Way to go.

They arrive at Larry Anders, who is waiting at his car with a
slim, nervous cement contractor named Brad Dill --

                     ANDERS
           Chief, this is Brad Dill.  Dennis and
           Kevin work for him.

                     DILL
           I didn't know anything about this.  I
           didn't know what they were gonna do.

                     TALLEY
           Mr. Dill, these pricks didn't know what
           they were going to do until they did it.
           I want you to take a look at something.

Metzger holds out a still picture that was made from Junior
Kim's security tape --

                     TALLEY (CONT'D)
           Can you identify this man?

                     DILL
           That would be Mars Krupchek.  Jesus, he
           works for me, too.

                     TALLEY
               (to Metzger)
           Have Louise run the name 'Mars Krupchek'
           through DMV and NCIC.  Tell her to list
           the tattoo as an identifier.

Metzger hurries away as Talley turns back to Dill --

                     TALLEY (CONT'D)
           Is Krupchek an aggressive guy?  Hot-
           tempered?  Anything like that?

                     DILL
           Keeps to himself, more like.

                     TALLEY
           You have his address?

                     DILL
           Pretty sure I do.  Yeah, here we go --

Dill pulls out a tattered address book.  Talley hands the
book to Anders, who copies the address --

                     TALLEY
               (to Anders)
           Call the Palmdale City Attorney for a
           telephonic search warrant.  When you get
           the warrant, have Mikkelson and Dreyer
           search his house.

                     ANDERS
           Yes, sir.

Anders turns away as Metzger calls from Mrs. Pena's door --

                     METZGER
           Chief!  The Sheriffs are ten minutes out!

Talley has wanted to hear that, but now his sense of relief
is tempered by something he did not expect:  Loss.

Talley keys his shoulder mike --

                     TALLEY
               (into his radio)
           Louise?

                     LOUISE'S VOICE
           Go, Chief.

                     TALLEY
           Call Jane for me.  She's at the little
           Thai place.

                     LOUISE'S VOICE
           I know the one.

                     TALLEY
           Tell her I'm almost home.

INT. SMITH'S SECURITY CLOSET -- NIGHT

Dennis is on the floor with the money, touching it, feeling
it, smelling it.  Mars is standing over him, profoundly
unmoved --

                     DENNIS
           There's gotta be a million bucks here.
           Maybe two million!

Mars turns away from the money to consider the monitors and
the door --

                     MARS
           It's a safety room.  If anyone breaks
           into your house, you can hide.

                     DENNIS
           Who gives a shit, Mars?  Check out the
           cash!  We're rich.

                     MARS
           We're trapped in a house.

Mars walks away --

INT. DOWNSTAIRS HALL -- NIGHT

Dennis and Mars are returning to the front of the house,
Dennis irritated at Mars's lack of enthusiasm --  

                     DENNIS
           We can take it with us.

                     MARS
           You can't run with suitcases.

Dennis grabs Mars by the arm, stopping him --

                     DENNIS
           Then we'll stuff it up our asses.  This
           is the payoff.  This is every dream you
           ever had, all in those two bags.

Mars continues on without responding, Dennis angrily
following --

INT. WALTER'S OFFICE -- NIGHT

Kevin is grimly watching news coverage of their standoff as
Mars and Dennis enter.  A female anchor is reporting on the
events at York Estates with Dennis's booking photo cut into
the picture --

                     ANCHOR
               (from the tube)
           -- thought to be Dennis James Rooney.
           Rooney was recently released from the
           Antelope Valley Correctional Institute
           where he served time for robbery.

Dennis spots himself on television and breaks into a big
smile --

                     DENNIS
               (thrilled)
           Check me out!  I look like fuckin' Jon
           Bon Jovi.

Kevin is anything but thrilled --

                     KEVIN
           Everyone knows what we look like, Dennis. 
           We won't be able to hide. 

                     DENNIS
           Jesus, first Mars, now you.  You two need
           anti-depressants.

Across the room, Walter Smith shudders and moans; his face is
swollen and covered with clammy sweat --

Jennifer is sick with worry and can't stand seeing her father
like this --

                     JENNIFER
           My father needs a doctor.  Please.

                     DENNIS
           Hey, I've got a situation here, in case
           you haven't noticed.

                     JENNIFER
           All you're doing is watching yourself on
           TV.  Look at him.

                     DENNIS
           Use more ice.

                     JENNIFER
           I'm getting a doctor!

Jennifer lurches to her feet and runs toward the front door.
Dennis catches her in two steps and backhands her exactly the
way his old man used to smack his old lady, knocking her to
the floor --

                     THOMAS
           Jen!!!

Thomas charges into Dennis like an angry midget.  Kevin jumps
between them --

                     KEVIN
           Stop it!  Stop it, Dennis!  Jesus!

Mars steps forward and jerks Thomas into the air.  Mars'
physical presence is suddenly so imposing that everyone stops
fighting --

                     MARS
               (quietly)
           We should tie them.  We can put them
           upstairs out of the way.

It takes Dennis a moment to come up to speed with that, but
then he nods --

                     DENNIS
           That's right.  That's a good idea, Mars.

                     MARS
               (to Kevin)
           Find something:  Extension cords, rope,
           wire--we'll have to tie them tight.

                     DENNIS
           Find something, Kevin.  Don't just stand
           there.
               (waves at Walter)
           And tie this bastard, too.  I don't want
           him waking up and goin' Rambo on us.

Mars nods his approval.  Subtly, there is the beginning of a
shift in power --

INT. JENNIFER'S BEDROOM -- NIGHT

Mars pushes Jennifer inside.  Kevin follows her with duct 
tape and a couple of extension cords.  Mars, holding Thomas,
pauses in the hall --

                     MARS
           Tie her to the chair.  I'll take care of
           the windows when I finish with the boy.

Mars disappears with Thomas down the hall.  Jennifer stands
by the chair, arms once more crossed over her breasts. 
Kevin can see that she's scared.  He takes a T-shirt from 
where she's left it on the floor and hands it to her --

                     KEVIN
           Here.  Put this on.

She pulls it over her head --

                     KEVIN (CONT'D)
           You gotta pee?

                     JENNIFER
           I don't see why you can't just lock me
           in.  It's not like I can go anywhere.

                     KEVIN
           Either I'm going to tie you or Mars will
           tie you.  Which do you want?

Jennifer sits.  Kevin pulls her hands behind the back of the
chair.  As he ties her, Jennifer decides that if any of them
can be reached, it's Kevin --

                     JENNIFER
           Thanks for the shirt.

                     KEVIN
           Whatever.

                     JENNIFER
           Kevin, my father needs a doctor.
                     
                     KEVIN
           He's just knocked out.  I've been knocked
           out.

                     JENNIFER
           If my father dies they'll charge you with
           his murder.  Can't you make Dennis see
           that?

Kevin leans back.  He knows she's right, but he doesn't
believe he can do anything about it --

                     KEVIN
           I can't make Dennis see anything.

A shadow moves behind Kevin.  It's Mars, standing in the
door.  He holds up a wicked claw hammer --

                     MARS
           Look what I found.

He enters and tests at Jennifer's binds --

                     MARS (CONT'D)
           You tied her like a pussy.  Make it
           tight.

As Kevin reties the bindings, Mars rips the phone from the
wall.  He smashes the phone jack with the hammer, crushing
it.  Then he goes to the window and drives a heavy nail into
the sill, nailing the window closed --

Mars returns to Jennifer and once more checks her binds --

                     MARS (CONT'D)
           Better.

He tears off a strip of duct tape and presses it over her
mouth --

                     KEVIN
           Make sure she can breathe.

Mars rubs his fingers hard over the tape covering her mouth.
He massages the tape into her skin, slow, sensual --

                     MARS
           Go downstairs, Kevin.

Jennifer looks at Kevin, her eyes pleading that he not leave,
but Kevin is cowed; he leaves --

Jennifer looks back at Mars --

Mars leans close to her.  She is terrified that he is going
to kiss her, but, instead, he sniffs, smelling her --

                     MARS (CONT'D)
           I want to show you something.

Mars hooks the claw hammer under his shirt and lifts to
expose his chest.  A large tattoo in flowing script is lined
across his body:  A Mother's Son.

                     MARS (CONT'D)
           It cost two hundred forty dollars, but I
           was happy to spend it.  I love my mom.
           You see these?

Mars points out hard gray knots that speckle his chest as if
he were diseased.  He fingers the lumps sensuously as if
touching them excites him --

                     MARS (CONT'D)
           My mom burned me with cigarettes.

Jennifer is both disgusted and terrified.  Mars stares at her
emptily for another moment, then lowers his shirt and leaves 
without another word.

INT. THOMAS'S ROOM -- NIGHT

The room is dark.  Thomas is tied firmly to the bed.  The 
cords cut into Thomas's wrists and Thomas can't reach the
knots, but Mars made one mistake:  He tied Thomas to the
headboard posts, and one of the newels has been loose for
years --

Thomas stretches against the ropes to reach the newel, then
twists it back and forth.  He works it harder and harder
until the newel slides off its pin, and suddenly his hand is
free, though still tied to the newel --

Thomas peels the tape from his mouth, then unties the
remaining binds and frees himself from the newel.  He slips
off his bed and crawls along the wall to his closet --

INT. THOMAS'S CLOSET -- NIGHT

A service hatch that opens into the attic crawlspace is built
into the wall beneath Thomas's clothes.  Thomas prys open the
hatch, then reaches inside for a small flashlight.  He flicks 
it on, then climbs into the eaves of the roof --

INT. CRAWLSPACE -- NIGHT

The crawlspace is a long triangular tunnel that follows the
edge of the roof.  It was built for plumbers and air
conditioning technicians, but Thomas has taken the space for
his own:  Witness the stack of Penthouse, pictures of sports
heroes tacked to the rafters, and old soda cans strewn 
between the joists --

Thomas scurries quietly through the tunnel, heading for --

INT. JENNIFER'S CLOSET -- NIGHT

Thomas pushes through a hatch identical to the one in his own
closet, then creeps to the door --

                     THOMAS
               (whispers)
           Jen!

INT. JENNIFER'S ROOM -- NIGHT

Jennifer twists around to see him, mumbling through the tape --

                     THOMAS
           Sit still!  If they're in the security
           room, they can see you on the monitors.

Jennifer quiets.  Thomas slips out of the closet and creeps
toward her along the wall --

                     THOMAS (CONT'D)
           I figured out what these cameras can see
           last year when Mom and Dad went to Lake
           Arrowhead.  It can't see me over here,
           but it's looking at you, so don't move!

Thomas reaches up from behind Jennifer and jerks the tape off
her mouth --

                     JENNIFER
           Ow!  Shit!

                     THOMAS
           Be quiet!  Listen!

Thomas is hiding behind Jennifer so that the camera cannot
see him --

                     JENNIFER
           No one's coming.

                     THOMAS 
           That big asshole nailed my windows.

                     JENNIFER
           Mine, too.

                     THOMAS
           We can use the crawlspace to get
           downstairs.  Then we can run for it.

                     JENNIFER
           No!  I'm not going to leave Daddy with
           them!

Thomas thinks about that and decides that he can't leave
their father, either --

                     THOMAS
           We can't carry him.

                     JENNIFER
           You go, Thomas.  You get out, and I'll
           stay with Daddy.

                     THOMAS
           I'm not gonna leave you!

                     JENNIFER
           Go!  If you get out, maybe you can help
           the police!

Thomas suddenly realizes what he has to do --

                     THOMAS
           We'll all go, Jennifer.  All of us or 
           none of us.  I know where Daddy keeps a
           gun.

Jennifer jerks so hard that she almost tips over the chair --

                     JENNIFER
               (loud)
           You leave that gun alone!

                     THOMAS
           Shh, they'll hear you!

                     JENNIFER
               (louder)
           Better than you getting killed!  Don't
           touch that gun!  Daddy says --

Thomas slaps the tape back over her mouth.  Jennifer 
struggles helplessly as Thomas slips back into the closet,
and is gone --

EXT. YORK ESTATES -- STREET -- NIGHT

The Sheriff's Crisis Response Team rolls through the streets
like an invading army:  A brown sedan leads a huge van known
as the Mobile Command Post, which is followed by a Sheriff's 
SWAT support vehicle, two SWAT Suburbans, and four radio 
units.

Pools of light from the helicopters follow their progress --

EXT. COMMAND STREET -- NIGHT

Talley walks out to meet the lead vehicle as the convoy
stops.  Up and down the row, uniformed Sheriffs pile out of
their vehicles and off-load their gear --

Two people climb out of the lead car:  Will Maddox, a
bespectacled African-American Sheriff's SWAT negotiator, and
Captain Laura Martin, the CRT commander --

                     TALLEY
           I'm Talley.  Who's in charge?

                     MARTIN
           Laura Martin.  This is Will Maddox, the
           primary negotiator --

                     MADDOX
           Is the perimeter around the house secure?

                     TALLEY
           I've got fourteen officers on my
           department including me.  We're as secure
           as we can be.

                     MADDOX
               (to Martin)
           Permission to deploy the line?

                     MARTIN
           Do it.

                     TALLEY
               (to Maddox)
           Don't crowd the house.  The alpha's a kid
           named Rooney.  He's amped up and
           volatile.

Maddox turns away to bark orders into his shoulder mike --

                     MARTIN
           Sounds like you know the job.

                     TALLEY
           I've done it once or twice.  I blocked
           their phones to incoming calls, so you'll
           have to cut in a hard line to talk to 
           him.

                     MARTIN
               (over her shoulder)
           Maddox!  You got that?

                     MADDOX
           Doing it now!

                     MARTIN
               (back to Talley)
           I'd like you to brief my supervisors
           before we take over the scene.

                     TALLEY
           Whatever you want.

Talley and Martin hurry toward her troops --

INT. THE SMITHS' GARAGE -- NIGHT

The garage is dark, lit only by the light that comes from the
kitchen's open door, as Dennis, Mars and a reluctant Kevin
enter --

                     KEVIN
           Someone should stay with Mr. Smith.  What
           if he wakes up?

                     DENNIS
               (annoyed)
           That's why we tied him, dumbass.  Now
           come here and see this --

Dennis shows them a small casement window, and pushes open
the window to reveal a thick hedge --

                     DENNIS (CONT'D)
               (excited)
           These bushes follow the wall into the
           neighbor's yard.  All we need is some
           kind of diversion and we're home free.

                     KEVIN
           That's crazy, Dennis.  The cops will see
           us.

                     DENNIS
           Not if they're looking at something else.

                     KEVIN
           Like what?

                     MARS
           Let's burn the house.

Mars says it so simply that the moment is frozen.  Mars is
holding the big claw hammer, kneading it as if it was a
living thing.  His face is masked by shadows, but his eyes
both glow as if already reflecting flame --

INT. CRAWLSPACE ABOVE THE LAUNDRY ROOM -- NIGHT

We see Dennis, Kevin, and Mars through a slit overhead as
they emerge from the garage and move back into the house --

Thomas is watching them.  He has cracked open the service
hatch in the laundry room ceiling to make sure that his way
is clear --

INT. LAUNDRY ROOM -- NIGHT

The room is dark.  When Dennis and the others are gone, the
ceiling hatch lifts, and Thomas lets himself down.  He slides
onto the washing machine and then to the floor --

Thomas cups one hand over his flashlight and turns it on.  He
lets light leak through his fingers so that he can see.  The
beam cuts across a door to the garage, car keys on key hooks,
and Jennifer's purse hanging from one of the hooks --

INT. HOBBY ROOM -- NIGHT

This is a small room off the end of the laundry with a work
bench, a stool, and shelves above the bench for Walter's
hobby supplies --

Thomas shines the light over the shelves, spotting the hard
plastic pistol case on the highest shelf.  That's the target;
that's the goal --

Thomas uses the stool to climb onto the bench --

INT. MASTER BEDROOM -- NIGHT

Dennis is in the doorway to the security closet, handing out
one of the money bags to Kevin --

                     KEVIN
           We can't carry all this.  It's too heavy.

                     DENNIS
           I've been carrying you our whole fuckin'
           lives.

Kevin drops the bag and tries to reason with his brother --

                     KEVIN
           Everything we're doing is making it
           worse.  You can't let him burn this
           house.

Dennis abruptly grabs Kevin by the throat, his face hard with
fury --

                     DENNIS
           Nothing's worse than listening to you.
           I'm warning you, Kevin--stop holding me
           back.  Now you pick up that fuckin' money
           and get ready to go.

Dennis glares at Kevin another moment, then lets go and steps
back into the closet --

INT. THE CLOSET -- NIGHT

Dennis lifts the second bag of cash when the monitors catch
his eye:  The Sheriffs SWAT unit can be seen moving into
position.  Dennis totally freaks --

                     DENNIS
           They're coming!  Kev, Mars, they're
           coming!!!

Dennis drops the cash and bolts out of the closet --

INT. KITCHEN -- NIGHT

Mars is placing two buckets of gasoline in the hall as Dennis
and Kevin pound down the hall --

                     DENNIS
           The cops are comin'!

                     MARS
           I got the gasoline --

                     DENNIS
           We don't have time!

Dennis runs to the French doors.  He sees lights at the rear
of the property and SHOOTS through the glass --

                     DENNIS (CONT'D)
           Get the kids!  They're our only chance!

Dennis FIRES AGAIN and runs for the stairs --

INT. HOBBY ROOM -- NIGHT

Thomas is straining to reach the pistol which is a fraction
of an inch beyond his grasp when he hears Dennis shouting --

Thomas glances helplessly at the gun case--so near, yet so
far--then scrambles off the bench and --

INT. LAUNDRY ROOM -- NIGHT

Thomas is climbing onto the washing machine when he once more
sees Jennifer's purse hanging on a key hook --

Thomas jumps from the washer, grabs the purse, then scrambles
into the ceiling as GUNSHOTS ECHO through the house --

EXT. COMMAND STREET -- NIGHT

Martin, Maddox, and her supervisors are gathered around
Talley when the gunshots crack across the neighborhood --

                     TALLEY
               (startled)
           Who's that shooting?  Martin, what's
           going on?

Radio transmissions crackle over Martin's radio --

                     RADIO VOICES
           Shots fired!  We are taking fire on the
           back wall!

Talley immediately knows what's happening, and he knows why --

                     TALLEY
           They're too close!  I told you not to
           crowd him!  Pull back your people; do not
           breach that house!

Talley sprints toward the cul-de-sac --

INT. CRAWLSPACE -- NIGHT

Thomas races through the narrow black tunnel.  He slips off
the rafters and almost falls through the ceiling.  He's
losing precious time --

INT. THE STAIRWELL -- NIGHT

Dennis and Mars pound up the stairs, getting closer to his
room --

INT. THE CRAWLSPACE -- NIGHT

Thomas pushes his way into his closet --

INT. UPSTAIRS HALL -- NIGHT

Dennis and Mars reach the second floor --

INT. THOMAS' ROOM -- NIGHT

Thomas scrambles into bed just before Dennis jerks open the
door.  Dennis drags him off the bed and carries him out of
the room --

EXT. CUL-DE-SAC -- NIGHT

Talley, Martin, and Maddox run into position behind a
Sheriff's unit where a deputy has set up the dedicated crisis
phone --

Talley grabs up the phone --

                     TALLEY
               (to the deputy)
           This thing good?

Talley doesn't wait for the confused deputy to answer; he
presses the button in the handle that dials the phone --

                     MADDOX
           What in hell are you doing?  He's
           shooting at my men!

The phone rings in Talley's ear --

                     TALLEY
               (to Maddox)
           Then get your men off the wall!
               (to Martin)
           You breach that house, we're gonna have a
           bloodbath!  I know this guy, Captain --
           I can talk to him.

                     MARTIN
               (to Maddox)
           Order your men to stand down.

The phone is still ringing.  Talley pulls the mike from the
deputy's car and speaks over the public address --

                     TALLEY
               (over the p.a.)
           Look out the window, Dennis.  We are NOT
           entering the house.  We're pulling back.

INT. SMITH'S OFFICE -- NIGHT

Dennis is holding Thomas around the neck, using the boy as a
shield.  Kevin is cowering on the floor and Mars is holding
Jennifer.  Dennis snatches up the phone --

                     DENNIS
               (screaming into the phone)
           You fuck!  I got a fuckin' gun to this
           kid's head!  I'll kill'm, you fuck!

Intercut Talley outside --

                     TALLEY
           It's over now, Dennis!  Don't hurt
           anyone.

                     DENNIS
               (still screaming)
           We'll burn this fuckin' place down!  I
           got gasoline all over in here!

Talley takes a deep breath; he forces himself to speak
quietly, calmly --

                     TALLEY
           No one's coming in.  A couple of guys out
           here got carried away.

Dennis peers out the front.  Talley's careful manner is
calming him --

                     DENNIS
           Goddamned right they got carried away.
           It looks like an army out there.

Talley mutes the phone to speak to Martin --

                     TALLEY
               (to Martin)
           It's over.  He's cooling off.

Talley glances at Maddox.  Maddox nods, his expression saying
that Talley was right --

                     DENNIS
           Talley?

                     TALLEY
               (back into the phone)
           I'm here.

                     DENNIS
           I want a helicopter to take us to Mexico.

                     TALLEY
           That's not going to happen, Dennis.  They
           won't give you a helicopter.

                     DENNIS
           I'll give you these people.

                     TALLEY
           The Mexican police would arrest you as
           soon as it landed.  There's only one way
           out and you're doing it right now--just
           keep talking to us.
               (mutes phone; to Martin and
                Maddox)
           I think we could make the transition now.
           Maddox, you good to go?

Maddox nods at Martin; he's good to go --

                     TALLEY (CONT'D)
               (to Dennis)
           Hey, Dennis?  Can I let you in on a
           personal secret?

                     DENNIS
               (hesitantly)
           What?

                     TALLEY
           I gotta piss real bad.

Dennis can't help himself; he laughs --

                     DENNIS
           You're a funny guy, Talley.

                     TALLEY
           I'm going to put on an officer named Will
           Maddox.  You talk to him for a while.

Talley hands the phone to Maddox, who moves past Talley for a
better view of the house.  Talley looks grimly at Martin --

                     TALLEY (CONT'D)
           He says he has gasoline set to burn the
           place.

                     MARTIN
           Jesus.  He must've siphoned it from the
           cars.

                     TALLEY
           If you go in, you can't use tear gas or
           flashbangs.  The whole place would go up.

                     MARTIN
               (not without humor)
           Looks like you're bailing out at the
           right time.

                     TALLEY
               (returns her smile)
           That's why you get the big bucks,
           Captain.

Talley is moving away when his radio pops --

                     LOUISE'S VOICE
           Chief, base.

                     TALLEY
               (keying his shoulder mike) 
           Go.

                     LOUISE'S VOICE
           I couldn't find Jane.  She wasn't at the
           restaurant.

                     TALLEY
           You have her cell number?

                     LOUISE'S VOICE
           She didn't answer.

                     TALLEY
           They might be at the house.  Keep trying
           and let me know.  I'm going to be here a
           little while longer.

Talley closes his phone and continues away --

INT. WALTER'S OFFICE -- NIGHT

Dennis and Kevin are at the television, watching an aerial
view of the Sheriffs deploying around the house.  Jennifer
and Thomas are huddled by their father --

                     KEVIN
           We're surrounded.  They're all over the
           neighborhood.

Mars enters carrying candles and flashlights.  He lights a
candle and place it on a table --

                     DENNIS
           What the fuck is that?

                     MARS
           They'll cut the power.

Mars tosses a flashlight to Dennis --

                     JENNIFER
           What about my father?

                     DENNIS
           Aw, Jesus, not more of this.

                     JENNIFER
           Look at him!  I think he's dying!

                     DENNIS
               (to Kevin and Mars)
           Take'm back upstairs, but don't tie'm
           like before.  That little fuck untied
           himself anyway.

Dennis returns to the shutters as Mars and Kevin take the
kids --

INT. THOMAS' ROOM -- NIGHT

Mars shoves Thomas into the room, then lifts the claw hammer.
For an instant, we think he's going to hit the boy--but he
smashes off the door knob, instead.

Mars glares at Thomas, then pulls the door closed.  The knob
on Thomas's side is gone; there's no way for Thomas to open
the door.

But that's okay by Thomas.  He waits until he's sure that
Mars is gone, and then he hurries back to his closet --

INT. THOMAS' CLOSET -- NIGHT

Thomas pulls open the hatch, fishes out his flashlight, then
dumps the contents of Jennifer's purse on the floor.

He picks up her cell phone.

INT. MRS. PENA'S BATHROOM -- NIGHT

Talley closes his eyes with a blissful expression as a
familiar sound fills the bathroom; he's taking a piss.

His radio crackles --

                     LOUISE'S VOICE
           Chief, base.

Talley finishes his business, and keys his mike --

                     TALLEY
           Did you find Jane and Mandy?

                     LOUISE'S VOICE
           Could you call me back on your phone?
           Right away.

                     TALLEY
           What's wrong with the radio?

                     LOUISE'S VOICE
               (hesitantly)
           Other people can hear us.  Just call.
           Please.

                     TALLEY
           Stand by.

Now Talley is worried.  He pulls out his phone and punches
the speed dial.  It rings only once --

Intercut Louise, at her desk outside Talley's office --

                     TALLEY (CONT'D)
           Is something wrong with Jane?

                     LOUISE
           We have a boy on the line.  He says he's
           Thomas Smith and he's calling from the
           house.

                     TALLEY
           It's a crank, Louise.  C'mon, don't waste
           my time with that!

                     LOUISE
           His cell number belongs to the Smiths.  I
           think it's real, Chief.  I think this boy
           is inside that house.

Talley worries it only for a moment --

                     TALLEY
           Put him on.

Talley pushes out of the bathroom into --

INT. MRS. PENA'S FAMILY ROOM -- NIGHT

He flags Leigh Metzger as he cups the phone --

                     TALLEY
               (to Metzger)
           Get Martin.  Right away.

As Metzger hurries away, we intercut Thomas, hiding in the
shadows on his bed, whispering so as not to be overheard --

                     TALLEY (CONT'D)
               (into the phone)
           This is Chief Talley.  Tell me your name, 
           son.

                     THOMAS 
           Thomas Smith.  I'm in the house that's on
           TV.  Dennis hit my dad and now he won't
           wake up.  You gotta help him.

Talley can tell by the tremor in the boy's voice--this is for
real --

                     TALLEY
           Slow down, Thomas.  Take it easy and talk
           to me.  Was your father shot?

                     THOMAS
           Dennis hit him.  His head's all big and
           he won't wake up.  I'm really scared.

                     TALLEY
           How about you and your sister?

                     THOMAS
           We're okay.

                     TALLEY
           Where are you right now?

                     THOMAS
           In my room.

Talley hurries to a large sketch of the Smiths' floor plan
laid out on the dining room table --

                     TALLEY
           That's on the second floor.  Could you
           climb out your window if we were
           downstairs to catch you?

                     THOMAS
           They nailed the windows.  I can't get'm
           open.

Martin enters with Leigh Metzger.  Talley cups the phone to
give her the headline --

                     TALLEY
               (to Martin)
           I've got the boy on the phone.  He's
           using a cell phone.
               (back to Thomas)
           What was that, son?  I didn't hear you.

                     THOMAS
           If I try to climb out they'll see me on
           the security cameras.  They would see you
           outside, too --

Thomas hears someone outside his door --

                     THOMAS (CONT'D)
           They're coming!

Thomas hangs up, jamming his phone behind the bed --

                     TALLEY
           Thomas?  Thomas...?

Talley lowers the phone --

                     TALLEY (CONT'D)
           He says that his father's hurt.

                     MARTIN
           If we have a man dying in there, we'll
           have to go in.

                     TALLEY
           They have security cameras.  Rooney would
           see you coming.

                     MARTIN
           Did the boy say that any of them are in
           immediate danger?

                     TALLEY
           No.  He said that his father's
           unconscious; he didn't say he was dying.

                     MARTIN
           Then I think we should wait.  Do you
           agree?

Talley finally nods --

                     TALLEY
           You want me to stick around, I could --

                     MARTIN
           You've been here all day, Chief.  Take a
           break.  See your family.  If I need you,
           I'll call.

Talley looks like the most tired guy in the world.  He nods
his good-night, then turns away --

INT. TALLEY'S CAR -- NIGHT

Talley slides into his car outside Mrs. Pena's home.  He's
got a lot on his mind, and not all of it centers around 455
Castle Way.  He punches a number into his cell phone --

He listens to ringing, and then his own voice answers --

                     TALLEY'S VOICE MESSAGE
           This is Jeff Talley.  Leave your name and
           number after the beep.

We hear the beep, then --

                     TALLEY
               (into his phone)
           Jane?  If you're there, pick up, okay?
           Mandy?

No one answers.  Talley closes his phone, his apprehension
increasing --

EXT. YORK ESTATES FRONT GATE -- NIGHT

The Bristo officers manning the gate swing the blockade aside
and wave Talley through --

EXT. MEDIA AREA -- NIGHT

The assembled television microwave vans, radio newsvans, and
reporters are parked together in an empty lot one block from
the front gate.

Ken Seymore steps into the street, speaking into a cell phone
as he watches Talley drive away --

                     SEYMORE
               (into his phone)
           He's leaving now.

EXT. RED LIGHT INTERSECTION -- DAY

A traffic light on the outskirts of town, deserted until
Talley's car pulls to a stop --

INT. TALLEY'S CAR -- NIGHT

Suddenly, two masked men point guns at his head, one from the
driver's side, one from the passengers.  They're wearing
jackets, black ski masks, and gloves.  The man on the
passenger side sports a big gold Rolex, so we'll call him the
Watchman --

                     THE WATCHMAN
               (meaning the gun)
           Do you see the fuckin' gun?!  Look at it!

Talley freezes.  He's been blindsided by this insane shit,
but he knows better than to move --

                     TALLEY
           Take it easy.

The man on the driver's side gets into the backseat, then the
Watchman gets into the passenger side.  The man behind Talley
hooks an arm around Talley's throat while the Watchman 
searches for Talley's gun --

                     THE WATCHMAN
           Where's your gun?

                     TALLEY
           I'm the Chief.  I don't carry it.

The Watchman nods at the backseater, who releases Talley.

A dark green Mustang roars up ahead of Talley's car.  A 
second car tucks in tight on Talley's rear --

                     TALLEY (CONT'D)
           Who are you?

                     THE WATCHMAN
           Follow the Mustang.  We won't go far.

The Mustang pulls out, and Talley follows.

EXT. A DESERTED ALLEY -- NIGHT

The three cars turn into the alley.  They stop, the first and
last cars bumper-to-bumper with Talley's.  The cars are so 
close to Talley that his own vehicle is pinned; he couldn't 
drive away now even if he wanted --

INT. TALLEY'S CAR -- NIGHT

The Watchman puts Talley's car in park, turns off the
ignition, and takes the key.

                     THE WATCHMAN
           I know you're scared, but unless you do
           something stupid we're not going to hurt
           you.  You understand?

Two more masked men approach from the other cars, one coming
to Talley's window, the other getting into the back seat
behind the Watchman.

                     THE WATCHMAN (CONT'D)
           Don't just fuckin' sit there, dumbass. 
           Do you understand?

                     TALLEY
           What do you want?

                     THE WATCHMAN
           These guys are going to take hold of you.
           Don't freak out.  It's for your own good.

The three men take hold of Talley, the man behind again
looping his arm around Talley's neck, the other two each
twisting Talley's arms --

                     TALLEY
           What is this?

The Watchman holds a distinctive white cell phone to Talley's
ear --

                     THE WATCHMAN
           Say hello.

                     JANE'S VOICE
           Jeff?  Is that you?

Talley goes berserk.  He bucks and tries to pull away, but
the three men hold tight --

The Watchman closes the phone --

                     THE WATCHMAN
               (trying to calm Talley)
           I know, I know--she's all right.  Your
           kid's all right, too.  C'mon, now, relax.
           From this point on, you control what 
           happens to them.

Talley can barely breathe, they're holding him so tight --

                     THE WATCHMAN (CONT'D)
           Can we let go?  You past your shock and
           all that, we can turn you loose and you
           won't do something stupid?

                     TALLEY
           You can let go.

The Watchman glances at the men; they let go --

                     THE WATCHMAN
           Here's the deal--Walter Smith has two
           computer disks like this in his house.
           They're labeled 'Marlon' and 'Al.'

The Watchman holds up a thick black Zip disk.  Talley's
expression tells us that this is the weirdest shit he's ever
heard --

                     TALLEY
           Marlon and Al....

                     THE WATCHMAN
           We want them.  You will not let anyone go
           into that house--or anything come out--
           until my people recover these disks.

                     TALLEY
           I can't control what happens.  The
           Sheriffs are running the scene.

                     THE WATCHMAN
           You will re-assume command.  In two
           hours, a group of my people will arrive
           at York Estates.  You will tell the
           Sheriffs that they are an FBI tactical
           team.

The Watchman puts the white cell phone into Talley's hand --

                     THE WATCHMAN (CONT'D)
           When this phone rings, you answer.  It
           will be me.  I'll tell you what to do.
           When I have what I want, you get your
           family.

                     TALLEY
           You want . . . Marlon and Al.

                     THE WATCHMAN
           I have people in York Estates right under
           your nose.  If you do anything except
           what I'm telling you, you'll get Jane and
           Amanda back in the mail.  We clear on 
           that?

                     TALLEY
           These disks . . . where are they?

                     THE WATCHMAN
           Smith will know.

The Watchman and the others get out of Talley's car.  The
doors slam shut.  The Watchman leans in --

                     THE WATCHMAN
           When it rings, answer.

The Watchman tosses the keys into Talley's lap.  We hear car
doors open and close; the cars, front and back, roar to life
and speed away --

Talley focuses on the Mustang's license plate, frantically
scratching down the number --

INT. BRISTO CAMINO POLICE DEPARTMENT -- NIGHT

The place is deserted except for Louise, currently at her
desk to monitor radio communications.

Talley enters, looking as if he's stricken.  Louise can't
help herself but to react --

                     LOUISE
           You look terrible.  Chief, are you all
           right?

Talley barely glances at her, going directly to his office --

INT. TALLEY'S OFFICE -- NIGHT

Talley steps inside and peels off his uniform shirt.  He
takes a bullet-resistant vest and a black sweatshirt from his
closet.  He straps on the vest, then pulls on the sweatshirt.

Talley sits at his desk and lifts out a ballistic nylon
pistol case from the lower drawer.

He takes out his old SWAT combat piece:  This isn't a pussy
9mm; it's a finely tuned .45-caliber Colt Model 1911.  One
shot, one kill.  Talley ejects the empty magazine, then loads
it with a deadly efficiency.  He slams home the magazine --

Talley clips the gun to his belt under his sweatshirt.  He's
ready to rock.  The camera finds the photograph of Talley
during his days as a SWAT tactical officer --

He was one bad motherfucker.

INT. THE MAIN ROOM -- NIGHT

Talley heads for the front door --

                     TALLEY
           I'm going back to York.  Have Larry meet
           me at the front gate.

Talley exits without a backward glance --

EXT. YORK ESTATES FRONT GATE -- NIGHT

The helicopters orbit in the distance; the empty lot with the
news vans is in the background.

Talley turns into the development, then stops at the side of
the street where Larry Anders is waiting --

INT. TALLEY'S CAR -- NIGHT

Anders slides into the passenger seat.  He sees a different
Talley now, focused and grim --

                     ANDERS
           What's up, Chief?

Talley stares at Anders, trying to decide:  Can I trust him?
Will he rat me out to the Watchman and cost the lives of my
wife and child?

                     ANDERS (CONT'D)
           Did I do something wrong?

Talley gives him a slip of paper --

                     TALLEY
           I want you to run this license plate and
           phone number.  Then I want you to find
           out everything you can about Walter
           Smith.
                     ANDERS 
           The guy in the house?

                     TALLEY
           Go back to the office.  Run his name
           through the FBI and the NLETS database.
           I think he's involved with illegal activity
           or he associates with people who are.

Anders glances at the slip again, then tucks it away --

                     ANDERS
           Wow.  Sure, right away, Chief.

                     TALLEY
           Don't tell anyone what you're doing, not
           Louise, not the other guys, not the
           Sheriffs.  You understand me, Larry?
 
                     ANDERS
           I guess so. 

                     TALLEY
           Fuck guessing.  You keep your mouth shut.

                     ANDERS
           I will, Chief.  Absolutely.

                     TALLEY
           Get to work.

Anders climbs out and Talley rockets away --

EXT. COMMAND STREET -- NIGHT

Talley pulls up behind the Sheriffs' command van.  Martin,
surprised to see Talley, steps from the van --

                     TALLEY
           I'm re-assuming command of the scene.
                   
Martin is surprised and angry --

                     MARTIN
           Excuse me?  You requested our help.  You
           turned over command --

                     TALLEY
           And now I'm taking it back.  We're
           getting Smith out of the house.

Talley heads for the cul-de-sac --

INT. JENNIFER'S BEDROOM -- NIGHT

Jennifer is on her bed in the darkness, groggy with fear and
fatigue.  She hears someone outside in the hall --

                     JENNIFER
           Thomas?

The door knob rattles.  Jennifer slides out of bed and goes
to the door --

                     JENNIFER (CONT'D)
           Thomas, is that you?

The door suddenly opens, and Mars is framed in the dim light.
Jennifer jumps back, terrified --

                     JENNIFER (CONT'D)
           What do you want?

                     MARS
           We can't make the microwave work.

That seems so outlandish that Jennifer is confused --

                     JENNIFER
           What?

                     MARS
           We're hungry.  You're going to cook.

Mars grabs her hair, and pushes her out the door --

INT. KITCHEN -- NIGHT

Mars shoves Jennifer into the kitchen.  Two frozen pizzas are
waiting on the counter --

                     MARS
           Make the pizza.  I want scrambled eggs
           and hot dogs on mine.

                     JENNIFER
               (under her breath)
           How about dog shit?

Mars takes a carton of eggs and a package of hot dogs from
the refrigerator --

                     MARS
           With hot sauce and butter.

Jennifer takes a bowl from the cupboard.  When she sets down
the bowl, she sees the handle of the paring knife by the food
processor.  Jennifer breaks eggs into the bowl --

                     JENNIFER
           I need a frying pan.  Would you get one?
           Over there, under the range.

As soon as Mars turns away, Jennifer palms the knife and
pushes it into the waist of her shorts --

EXT. THE CUL-DE-SAC -- NIGHT

Talley joins Maddox behind the car --

                     MADDOX
           What put a wild hair up your ass?

                     TALLEY
           I changed my mind.  That's all you need
           to know.

Talley picks up the dedicated crisis phone that's been cut
into the Smiths' telephone line.  He lifts the receiver and
presses a button.  The phone inside the house rings --

Intercut Dennis inside Smith's office.  He answers --

                     DENNIS
           That you, Talley?

                     TALLEY
           The one and only.  We got a little
           problem out here, Dennis.

                     DENNIS
           You oughta try on the problem I got in
           here.

                     TALLEY
           I need you to let me talk to Mr. Smith.

Dennis shoots a nervous glance at Walter, who's twitching and
shuddering on the couch --

                     DENNIS
           We been through that.  Forget it.

                     TALLEY
           We can't forget it.  The Sheriffs think
           you won't let me talk to Smith because
           he's dead.  They think you murdered him.

Maddox can't believe that Talley is saying this --

                     MADDOX
               (low, so that Dennis can't
                hear)
           What in hell are you doing?!

                     DENNIS
           That's bullshit!  The guy's right here!
           He's alive!

                     TALLEY
               (pressing Dennis harder)
           If you don't let me talk to him, they're
           going to attack the house.

Maddox grabs Talley's arm, his voice a low hiss --

                     MADDOX
           You're gonna set him off, goddamnit!
           That's crazy!

                     DENNIS
               (screaming)
           They better not!

Talley pushes Maddox away and amps the pressure on Dennis --

                     TALLEY
           Help me keep them out!  Let me speak to
           Smith, Dennis.  Let me speak to him right
           now.

Dennis is freaking.  He believes that the Sheriffs are about 
to crash through the doors --

                     DENNIS
           SHIT!!!!

Now Talley throttles back; he senses that Dennis is at the 
breaking point and wants to coax him back from the edge --

                     TALLEY
               (calmer; coaxing)
           Talk to me, Dennis.  Help me help you. 
           Why can't you put Smith on the phone?

Dennis finally makes the admission --

                     DENNIS
               (quietly)
           He got knocked out.  It's like he's
           sleeping.  He just lays there.

Talley gives a thumbs-up to Maddox, who sits back in awe.
This crazy shit is working --

                     TALLEY
               (to Dennis)
           Now I understand.  That helps.  I can
           make them understand that.

                     DENNIS
           Okay.

                     TALLEY
           Let me come get him.

                     DENNIS
           Fuck that!  You bastards will jump me!

                     TALLEY
           If you won't let me come in, then put him
           outside.

                     DENNIS
           You'll cap my ass as soon as I step out
           the door!

                     TALLEY
           You've already helped yourself once,
           Dennis; be smart again.  If you save his
           life, it'll help when you get to court.

Dennis is at the edge; he's looking straight down into his
deepest fears.  He finally relents --

                     DENNIS
           Fuck you, Talley, fuck you!  You and one
           other guy, but that's it!  I want you
           stripped!  I gotta know you don't have
           guns!

Dennis slams down the phone --

Talley lowers the crisis phone, then looks at Maddox --

                     TALLEY
           Bring up the ambulance.

EXT. THE CUL-DE-SAC -- A FEW MINUTES LATER

Mobile banks of flood lamps illuminate the front of the
house.  The ambulance waits behind the lights; tactical
officers with M5s and M16s hunker in position in case the
program goes south --

Talley and a paramedic named Bigelow emerge between the
lights, wearing only shorts and shoes.  Bigelow is carrying a
collapsable stretcher --

They stop in the mouth of the drive with a full view of the 
front door.  Talley lifts his cell phone --

                     TALLEY
               (into the phone)
           Okay, Dennis, we won't approach the house
           until you've closed the door.

The front door opens, a crack at first, then wider.  The line
of officers behind the lights shifts --

                     TALLEY (CONT'D)
               (over his shoulder)
           Easy....

Kevin and Mars waddle out with Walter Smith between them.
They put him down about six feet from the front door, then
return to the house --

                     TALLEY (CONT'D)
               (to Bigelow)
           Let's do it.

Talley and Bigelow move forward.  When they reach Walter,
Bigelow opens the stretcher and locks out the frame.  He
peels back Walter's eyelids and flashes a penlight --

                     TALLEY (CONT'D)
           How's he look?

                     BIGELOW
           He's got a concussion for sure.  I'm
           going to brace him.

As Bigelow sets a cervical neck brace, Talley gets the creepy
feeling that he's being watched.  He turns toward the
shutters, and finds a pair of eyes only inches from his own.
It's Mars.

Talley stares at Mars, and Mars stares back.  It's as if 
they're locked in a contest of wills until --

                     BIGELOW (CONT'D)
           Let's get him on the stretcher.

Talley turns away to help Bigelow --

                     BIGELOW (CONT'D)
           I'll support his head and shoulders.  You
           lift his hips and knees.  On three.
           Three.

As they carry Walter away, Talley glances back at the eyes.
Mars is still watching him --

IN THE CUL-DE-SAC--TALLEY AND BIGELOW

are surrounded by cops as soon as they step into the shadows
behind the lights.  Another paramedic takes the stretcher
from Talley.  Maddox is waiting with Talley's clothes --

                     MADDOX
           You ready to tell me what's going on?

Talley pulls on his pants --

                     TALLEY
           No.

Talley stalks straight to the ambulance, pulling on his
sweatshirt as he goes --

INT. THE AMBULANCE -- NIGHT

A young physician named Klaus is examining Walter as Talley
steps up into the ambulance --

                     TALLEY 
           I'm the chief of police here.  I have to
           talk to him.

                     KLAUS
           Ain't gonna happen.  We've got unequal
           pupilation.  He could have an 
           intracranial hematoma or a fracture or
           both.

Talley ignores the doctor and shakes Walter by the face --

                     TALLEY
           Smith!  Wake up!

                     KLAUS
           What are you doing?!  Stop that!

Walter's eyes flutter, one more open than the other.  Talley
leans closer --

                     TALLEY
               (to Smith)
           Wake up, goddamnit.  Who are you?

Klaus tries to shove Talley away, but it's like pushing a
wall --

                     KLAUS
           This man needs a hospital!  Stop it!

Talley grabs Klaus by the arm, trying to make him see --

                     TALLEY
           Use smelling salts, give him a shot, 
           whatever.  I just need a minute.

Bigelow climbs behind the wheel and starts the ambulance.
Talley pounds on the wall, shouting --

                     TALLEY (CONT'D)
           Stop the fuckin' engine!

Klaus and Bigelow are both staring at Talley.  Sheriffs and
Talley's own officers have gathered at the open rear of the
ambulance to see what all the shouting is about --

Klaus pointedly looks at Talley's hand gripping his arm.  He
speaks slowly, trying to make Talley understand --

                     KLAUS
           I'm not going to wake him.  I don't even
           know that I can.

                     TALLEY
           Just one question.  Please.

                     KLAUS
           He.  Can't.  Answer.

Talley stares at Walter Smith.  So close.  So damned close.
Walter knows about the disks.  Walter might even know who has
Jane and Amanda.  But now Walter can't talk --

Talley turns away and climbs out of the ambulance --

EXT. THE CUL-DE-SAC -- NIGHT

As Talley emerges from the van, he pulls Metzger aside --

                     TALLEY
           I want you waiting in Smith's lap.  I
           want to know the second--and I mean the
           second--that he wakes up.

As Metzger hurries after the ambulance, a phone in Talley's
pocket rings.  He's startled and scared; it might be the
Watchman.  Talley takes out the Watchman's white phone, but
it's not ringing.

He answers his other phone --

                     TALLEY (CONT'D)
               (into phone)
           Talley.

                     ANDERS' VOICE
           It's me, Chief.  Can you talk?

Talley notices that Martin, Maddox, and the others are
staring at him.  He turns away --

                     TALLEY
               (into his phone)
           What'd you find out?

                     ANDERS' VOICE
           The cell phone is registered to a jewelry
           store in Beverly Hills.  The phone
           company shows no unusual --

                     TALLEY
               (cutting him off)
           Dead end--it's a clone.  What about the
           Mustang?

                     ANDERS' VOICE
           It was stolen.

Talley lowers the phone in frustration, then --

                     TALLEY
           You get anything on Smith?

                     ANDERS' VOICE
           Chief...it's like none of this exists.
           I'm sorry.

                     TALLEY
           Keep trying.

Talley pockets his phone.  He watches the ambulance pull
away, then strides back through the banks of lights to the
nearest patrol car.  He grabs the dash mike and keys the
public address --

                     TALLEY (CONT'D)
               (through the p.a.)
           Call me.  If you're safe, call me.

Talley's voice echoes across the neighborhood.  Every cop in
the cul-de-sac stares at him.  He has addressed the house
for, apparently, no reason.  Dennis shouts from his window --

                     DENNIS
           I'll be safe when I'm outta here, you
           asshole!  I'm not talking any more!

Talley drops the mike without a word and walks away --

INT. GLEN HOWELL'S MOTEL ROOM -- NIGHT

Howell is on the phone with Ken Seymore, watching the
televised news coverage with increasing alarm --

                     HOWELL
           Was Smith talking?

Intercut Seymore, who is reporting from the York front gate
as the ambulance roars away, siren wailing --

                     SEYMORE
           I heard he's fucked up.  They're taking
           him to the hospital.

                     HOWELL
           Goddamnit, tell me what you know.  Did
           the cops go in?  Did Smith have the
           disks?

                     SEYMORE
           I don't know.  Talley talked those punks
           into letting Smith out.  He's fucking us 
           over, Glen.  That guy is fucking us over.

                     HOWELL
           What hospital?

                     SEYMORE
           Canyon Country.

Howell slams down the phone.  He breathes deeply, taking a
moment to center himself.  He lifts the phone and punches a
number --

                     HOWELL
           I have another job for you.

EXT. COMMAND STREET -- NIGHT

Talley is by himself, pacing at the curb well away from the
other officers.  He is holding his cell phone.  Waiting.

Finally, it rings.  Talley answers, listens, then --

                     TALLEY
           Put him on.

Intercut Thomas, phoning Talley in his room --

                     THOMAS
           Is my daddy okay?

                     TALLEY
           The doctors are taking care of him right
           now.  Thomas . . . are you safe?  Can you
           talk?

                     THOMAS
           I think so.

                     TALLEY
           I need your help with something.  But if
           you think those guys could catch you, 
           then I don't want you to do it, okay?

                     THOMAS
           Okay.

                     TALLEY
           I'm serious, Thomas; I don't want you to
           get hurt.

                     THOMAS
           What do you want me to do?

                     TALLEY
           Your dad has two computer disks.  They
           have funny names:  Marlon and Al.

                     THOMAS
           He has lots of disks.

                     TALLEY
           I think he was working on them today, so
           they're probably in his office.  Could
           you find them and see who they belong to?

                     THOMAS
           Dennis won't let me go to the desk.  He
           makes me sit on the floor.

Talley absorbs the bad news like his last best hope of saving
his family is circling the drain --

                     THOMAS (CONT'D)
           But I might be able to sneak into the
           office if they're not around.  Then I
           could open the disks here in my room.

                     TALLEY
           I thought they locked you in your room.

                     THOMAS
           I can get into the crawlspace from my
           closet and climb all over the house.

                     TALLEY
           Can you get into the office?

                     THOMAS
           I can get into the den.  The office is
           right across the hall.

Talley thinks about what the boy is saying, and what he'll
have to do to get Marlon and Al --

                     TALLEY
           If I get Rooney into the back of the
           house, can you find the disks without
           being caught?

                     THOMAS
           Yes, sir.

Talley glances toward the SWAT Command Van as he comes up
with a plan --

EXT. THE COMMAND VAN -- NIGHT

Martin, Maddox, and several of her supervisors are gathered
outside the van as Talley approaches --

Martin sees him coming and steps away to meet him.  She's
pissed off and she wants answers --

                     MARTIN
           I want to know what in hell you're doing.

                     TALLEY
           I'm looking for you.  I need your
           tactical unit.

                     MARTIN
           I'm not stupid!  You can't get out of
           here fast enough, then you take back
           command; you agree to wait on Smith, then
           you risk everything in a stupid stunt to 
           get him out --

                     TALLEY
               (interrupting)
           Don't question me, Captain!  This is my
           crime scene!

                     MARTIN
               (shouting over him)
           -- then when you get him, you damn near
           assault the man in the ambulance!  What
           is going on?

Talley glares at her, half-a-heartbeat from going off, and
then he throttles back --

                     TALLEY
               (simply)
           I'm a negotiator, Captain.  I negotiate.
           That's all you need to know.  Now are you
           going to help me or not?

Martin weighs the determination in his eyes.  She's angry,
she's resentful, and she wants to knock Talley onto his ass--
but, instead, she glances back to her van --

                     MARTIN
           Maddox!  Let's give the man a hand!

INT. SMITHS' DEN -- NIGHT

Dennis steps through the double doors that open from the
entry and admires the room--rich paneled walls, soft leather
couches and chairs, and a lush beaten-copper bar.  Walter
Smith's office is directly across the hall.

Dennis saunters behind the bar, letting his fingers play over
the copper, then pours a stiff Ketel One on the rocks.

Kevin appears behind him, watching, as Dennis takes a seat on
one of the leather bar stools, then peels a hundred off a
thick roll and drops it on the bar --

                     DENNIS
               (to an imaginary bartender)
           Keep the change, m'man.

Dennis takes a deep drink of the vodka as Kevin approaches --

                     KEVIN
           We're fucked.

                     DENNIS
           We're fucked until we think of a way out;
           then we're rich.

                     KEVIN
           There is no way out.

                     DENNIS
           For chrissake, please!  Help me
           celebrate!  I figured it out!

                     KEVIN
           Celebrate what?  Going to prison?

Dennis enjoys another stiff belt --

                     DENNIS
           No, dumbass--Talley.  Talley's the guy
           who keeps us in here, and Talley's the
           guy who can let us out.

Dennis grins as if he's discovered the wisdom of the ages --

                     DENNIS (CONT'D)
           Cops want to be rich like everyone else.
           All we have to do is share.
               (leans closer and lowers his
                voice)
           And if he wants someone to swing for the
           Chinaman, we'll give'm Mars.

                     MARS
           Dennis.

Mars is standing in the doors, large and ominous.  For an
insane moment Dennis thinks that Mars has heard, but then --

                     MARS (CONT'D)
           The food's ready.

Dennis grins, then shoves Kevin out of the room ahead of him,
the three of them disappearing toward the kitchen as --

The camera drifts up to an air vent in the ceiling, through
the slats in the grate to --

INT. CRAWLSPACE -- NIGHT

Thomas watches them leave through a hole in the air duct.
When he's confident that they are gone, he continues along
the crawlspace to a service hatch that opens down into --

INT. WINE CELLAR - NIGHT

The "wine cellar" is a climate-controlled closet behind the
bar fitted with floor-to-ceiling wine racks.

The ceiling hatch lifts, and Thomas climbs down the racks to
the floor.  He eases open the door and peeks out behind the
bar.  The den is bright with light, and empty --

Thomas lifts his cell phone --

                     THOMAS
               (whispers into the phone)
           It's me, Chief.  I'm in the den.

EXT. SMITHS' REAR WALL -- NIGHT

Talley, Maddox, and several tactical officers are lined along
the rear wall, watching the house.  Talley, with a phone to 
his ear, is looking through a night-vision scope --

He can see into the kitchen through the French doors.  Mars
and Jennifer are inside, and, as we watch, Dennis and Kevin
enter --

                     TALLEY
               (into his phone)
           Okay, bud, here we go.

Talley hands the scope to Maddox, then keys his radio mike --

                     TALLEY (CONT'D)
               (into his mike)
           Captain?  Kill the lights.

INT. SMITHS' KITCHEN -- NIGHT

Dennis and Kevin are digging into plates of pizza and eggs
when the house goes dark --

                     DENNIS
           Shit!  It's the cops!

The backyard ERUPTS; explosions from Starflash grenades JUMP
and CAREEN over the swimming pool like New Year fireworks.
It sounds like World War III --

Dennis throws himself behind the kitchen counter --

INT. THE DEN -- NIGHT

The house now dark, Thomas scurries to the double doors.  He
peeks around the corner to see if the coast is clear, then
darts across the hall to --

INT. WALTER'S OFFICE -- NIGHT

The office is lit only by the flickering candles.  Thomas
checks his father's computer--no disks.  He searches through
the papers scattered over the desk, but finds nothing --

Then he opens the drawer --

The disk case that his father put there earlier is waiting.
Thomas opens the case --

Marlon.  Al.

He found them.

INT. THE KITCHEN -- NIGHT

The Starflash grenades burn out as Talley's amplified voice
echoes into the house --

                     TALLEY'S VOICE
           It's time to talk face-to-face, Dennis.
           Come out, just you, and we'll talk.

                     KEVIN
           What's he doing?  What's going on?!

                     DENNIS
           Mars!  They're trying to blindside us!
           Check the front!

Mars lurches to his feet and hurries to the office --

INT. THE OFFICE -- NIGHT

Thomas is heading for the door when he hears footsteps coming
fast toward the office --

Thomas reverses course and ducks under the desk.  He pulls
himself into a ball and tries not to breathe --

Mars is in the room.

The desk is a great oak monster, big as a boat.  It sits on
curvy legs that leave a gap between the desk and the floor.
Thomas can see feet --

The feet go to the windows --

                     DENNIS'S VOICE
           What's going on out front?

The feet turn toward the desk.  Thomas tries to squeeze
himself smaller --

                     DENNIS'S VOICE (CONT'D)
           Mars?!  What the fuck are they doin'?

The feet come to the desk --

                     DENNIS'S VOICE (CONT'D)
           Mars!  Something's happening!  Get back
           here!

The feet hesitate, then, finally, walk away --

Thomas scrambles from under the desk and darts across the
hall --

EXT. THE BACKYARD -- NIGHT

Talley approaches the house.  He can see flashlights moving
in the kitchen --

                     TALLEY
           Come on, Dennis.  Talk to me.

Dennis doesn't answer, so Talley moves closer.  He spreads
his hands wide --

                     TALLEY (CONT'D)
           I'm unarmed.  I'm looking at you.  Get
           out here and let's talk.

Dennis comes to the French doors.  He stuffs his pistol into
his pants, and opens the doors --

                     DENNIS
           You got a sniper out there, gonna shoot
           me?

                     TALLEY
           Only if you try to grab me.  We could've
           shot you from the wall.

Dennis considers that and accepts it.  He steps out of the
house and walks over to Talley --

                     TALLEY (CONT'D)
           You've been in there a long time.
           What're you waiting for?

                     DENNIS
           Would you be in a hurry to go to prison
           for the rest of your life?

                     TALLEY
           I'd be trying to get the best deal that I
           could.

                     DENNIS
           Maybe that's what I'm doing.  Can I reach
           in my pocket, show you something?

Dennis Rooney steps closer because he doesn't want anyone
else to see the wad of money he pulls out --

                     DENNIS (CONT'D)
           That's fifty hundred-dollar bills.  Five
           grand.  They got money in this house,
           Talley, more than you've ever seen.

Dennis pushes the money back into his pocket.

                     DENNIS (CONT'D)
           How much would it be worth to you,
           getting me out of here?

So that's what keeps Dennis in the house--money.  This is the
first that Talley has heard of the money --

                     TALLEY
           You picked a bad house to hole up in,
           son.

                     DENNIS
           Two hundred thousand cash, right in your
           pocket, no one needs to know.

                     TALLEY
           Give up.

                     DENNIS
           There's a million dollars in there, maybe
           two million.  I'll give you half.

Talley stares at Dennis, wondering how much to tell him and
whether or not it will do any good --
  
                     TALLEY
           The man you sent to the hospital is a
           criminal.  He has partners.  This is
           their house and their money and they want
           it back.

These simple facts settle on Dennis like a funeral shroud--
everything that Smith said earlier now makes a horrible
sense:  You can't imagine the fucking you're going to get.

Dennis's eyes fill with defeat and helplessness --

                     DENNIS
           It ain't been a good day, Chief.

                     TALLEY
           Give up, Dennis.  Let these people go.
           At least you'll have your life.

Dennis steps inside and pulls the door closed, the darkness
in the house swallowing him like dirty water.

The power is turned on.  The house comes to life --

As Talley turns away, his phone once more rings --

INT. THOMAS' ROOM -- NIGHT

Thomas is hunkered with his computer behind his bed so that
the camera can't see him.

                     THOMAS
           I got'm!

Intercut Talley, now back in the cul-de-sac --

                     TALLEY
           Can you open them?

                     THOMAS
           I opened Marlon.  I think it's somebody's
           taxes.

                     TALLEY
           Look for names.  Does it say whose taxes
           they are?

Thomas scrolls through a spread sheet --

                     THOMAS
           I don't see any people names.  It's all
           businesses.

                     TALLEY
           Try Al.  See if you can open Al.

Thomas changes disks and opens Al --

                     THOMAS
           Yeah!  Here's a name.  This is somebody's
           personal tax --

                     TALLEY
           Who is it?

                     THOMAS
           Charles G. Benza.
               (then; noise in the hall)
           They're coming!

Thomas abruptly hangs up and the line goes dead in Talley's
ear.

Talley recognizes the name as easily as an East Coast cop
would recognize John Gotti, and realizes the stunning import
of Smith possessing Sonny Benza's financial records --

                     TALLEY
           Sonny Benza.  Oh, fuck.

Talley sprints across the cul-de-sac to his nearest officer,
Jorgenson, and keys Jorgenson's shoulder mike --

                     TALLEY (CONT'D)
               (into the mike)
           Leigh?  Metzger, answer me!

                     METZGER'S VOICE
           I'm at the hospital.

                     TALLEY
           Put a guard on Smith!  I want you with
           Smith until I get there!

                     JORGENSON
           What's going on?

                     TALLEY
           Get in the car.  Now.

Talley drops the mike and shoves Jorgenson toward the car --

EXT. CANYON COUNTRY HOSPITAL -- NIGHT

Marion Clewes is stepping from his car as Talley's police
unit rips into the parking lot with flashing lights --

Marion watches Talley and Jorgenson rush into the ER, then he
frowns and punches the speed dial on his phone --

                     MARION
               (into his phone)
           We're too late.  The police are here.

INT. EMERGENCY ROOM CORRIDOR -- NIGHT

Talley and Jorgenson huddle in the hall with Klaus and the ER
supervisor, Dr. Estelle Reese.  Metzger is outside Walter's
room in the background --

                     TALLEY
           I'm posting a guard outside his room, but
           we'll need help from hospital security.

                     REESE
           Is my staff in danger?

                     TALLEY
           Not with my officers here, no, ma'am.

Metzger steps into Walter's room, then reappears --

                     METZGER
           Hey!  He's waking up!

Talley and Klaus press for the room --

INT. WALTER'S ROOM -- NIGHT

Walter's eyes flutter open.  His voice is slurred, but
understandable --

                     WALTER
           Where am I?

Klaus peels open Walter's eyes, passing his penlight over
one, then the other --

                     KLAUS
           Canyon Country Hospital.  Do you remember
           your name?

It takes Walter a few moments to answer --

                     WALTER
           Walter Smith.

All of Walter's memories come flooding back, and he tries to
sit up.  Klaus forces him down --

                     WALTER (CONT'D)
           Where are my children?

                     TALLEY
           They're still in the house.

Walter looks at Talley.  He has never seen Talley and has no
idea who he is --

                     TALLEY (CONT'D)
           I'm Jeff Talley, the Bristo chief of 
           police.  So far as we know, your children
           are okay.

                     KLAUS
           Chief Talley is the one who got you out.

                     TALLEY
               (to Klaus)
           I need to talk to him.  Alone.

This time, Klaus is hard-pressed to refuse.  He nods, then
steps away --

Talley turns back to Walter Smith, and lowers his voice --

                     TALLEY (CONT'D)
           Sonny Benza has my wife and daughter.  He
           wants the disks, Marlon and Al.  He took
           my family to make me help.

Talley's eyes fill.  His tears drip on the sheets.  Walter
looks away --

                     WALTER
           I don't know what you're talking about.

                     TALLEY
           He's going to kill you.  Don't you know
           that?  He can't take the chance that
           you'll talk.

Klaus returns and places a hand on Talley's shoulder --

                     KLAUS
           That's enough.

                     TALLEY
           Another minute.  Please --

But when he looks back at Walter, he realizes that another
minute will do no good:  Walter's eyes are once more closed.

EXT. HOSPITAL PARKING LOT -- NIGHT

Talley is pacing by his car in the deserted parking lot.  He
pounds the hood, cursing, awash in rage and frustration --

And then a phone rings.

Talley takes out the phones.  The white phone is ringing.
The Watchman's phone --

Talley answers furiously, the two of them instantaneously
screaming at each other --

                     THE WATCHMAN'S VOICE
           You dumb fuckwad cop, you fucked up bad!

                     TALLEY
           Do you think I'm going to let you murder
           someone?!

                     THE WATCHMAN'S VOICE
           You want a blowtorch on your daughter's
           pretty face?!

                     TALLEY
           I'll go in that fuckin' house right now!
           I'll give those disks to the real FBI,
           you COCKSUCKINGMOTHERFUCKER!!  And I've
           got Smith!  I've got Smith!!

A profound silence fills the parking lot, both men now
purged.  When the Watchman speaks again, his voice is
measured --

                     THE WATCHMAN'S VOICE
           I guess we each have something the other
           wants.

                     TALLEY
           I guess we do.

                     THE WATCHMAN'S VOICE
           My people are good to go.  You know who I
           mean?

                     TALLEY
           Your phony FBI assholes.

                     THE WATCHMAN'S VOICE
           We're almost home, you and me.  Keep your
           shit together.  This isn't L.A.

                     TALLEY
           What do you mean by that?

                     THE WATCHMAN'S VOICE
           You don't want another dead child on your
           conscience.

The line goes dead --

INT. THE SMITHS' DEN -- NIGHT

Dennis is pouring another stiff glass of Ketel One --

                     DENNIS
           I shouldn't have told him about the
           money.  Now Talley is gonna keep it for
           himself.

Kevin joins him at the bar.  Mars is by the doors --

                     KEVIN
           He said that?

Dennis downs a big hit of vodka, then moves to the couch --

                     DENNIS
           If we don't escape, we gotta get the word
           out about the cash.  That's how we'll
           stay alive.

                     KEVIN
           What are you talking about?

                     DENNIS
           The only way he can keep the cash is if
           nobody knows about it.  He's gotta cap
           all three of us before they even read our
           rights.  He's probably planning it right
           now.

                     KEVIN
           That's crazy.  He's not going to kill us.

                     DENNIS
           Kevin, you're so fuckin' stupid...

Kevin follows his brother to the couch and stares at him;
Dennis has clearly lost his mind, and Kevin has reached the
end of his rope --

                     KEVIN
           It's over.  We have to give up.

                     DENNIS
           Fuck it's over.  That money's mine.

                     KEVIN
           That money's fucked up your brain.
           Talley's going to get tired of waiting
           for us to give up, and we'll all be
           fuckin' killed!

Dennis tips his glass, like a toast --

                     DENNIS
           Then we might as well die rich.

                     KEVIN
           I'm not going to die for this!

Kevin slaps the glass away.  Dennis boils up from the couch.
He grabs his brother and the two of them fall over the coffee
table, Dennis hammering Kevin in a furious rage until he runs
out of gas --

                     DENNIS
           You're my fuckin' anchor, Kevin, the
           fuckin' lead around my life that I've
           been draggin' like a cripple leg!

Dennis gets up and steps back --

                     DENNIS (CONT'D)
           Get this into your stupid head, Kevin.
           We're not leaving without the money.

Beaten and whimpering, Kevin crawls away.  Dennis watches him
crawl out of the room, then looks at Mars --

                     DENNIS (CONT'D)
           You got something to say?

                     MARS
           I like it here, Dennis.  I'm never going
           to leave.

                     DENNIS
           Fuckin' A.

Dennis returns to the bar.  When he looks around again, Mars
is gone--melted into the darkness.

INT. JENNIFER'S ROOM -- NIGHT

Jennifer is hiding in her shadows when her doorknob moves.  She
reaches pulls the knife from her shorts, keeping it hidden as
she backs away --

Kevin steps inside, leaving the door ajar --

                     JENNIFER
           What do you want?

                     KEVIN
           Keep your voice down.  I'm taking you and
           your brother out of here.

Jennifer now sees the marks and cuts on his face --

                     JENNIFER
           What happened?

                     KEVIN
           Do you want to go or not?  I'm offering
           you a way out of here.

                     JENNIFER
           I can't go without Thomas.

                     KEVIN
           All three of us will go, but we have to
           move fast.  Mars and Dennis don't know
           I'm doing this.

                     JENNIFER
           How can we get out?

                     KEVIN
           Dennis and Mars are in the den.  I'll get
           your brother, then come back for you.
           We'll go down the stairs and out the
           front door, you understand?

                     JENNIFER
           Yes.

Kevin goes back to the door, then considers her.  Maybe he
wants to apologize for all this, but the best he can manage
is --

                     KEVIN
           Put on some shoes.

Kevin slips out and pulls the door closed.

INT. SECOND FLOOR HALL -- NIGHT

As Kevin emerges from the room, he comes face-to-face with --

Mars.

Mars is a great black shadow in the dark, only inches away.
Kevin steps back --

                     KEVIN
           You scared the shit out of me.  I was
           looking for you.  Dennis wants you to
           watch the monitors.

                     MARS
           I heard you with the girl.

Kevin takes another step back, but Mars follows him, staying
uncomfortably close --

                     KEVIN
           It's over, Mars.  If we stay the cops
           will kill us.  Don't you get that?

Mars seems thoughtful, steps aside --

                     MARS
           I get it.  If you want to go, go.

Kevin expected Mars to stop him, but Mars is letting him go.
Kevin turns away and hurries down the hall --

EXT. YORK ESTATES MAIN ENTRANCE -- NIGHT

Talley is returning to the hospital.  As he turns into York
Estates, he's stopped by one of his officers, Dale Cooper.
Talley rolls down his window to see what Cooper wants --

                     COOPER
           Come FBI guys showed up, Chief.  They
           said you were expecting them.

                     TALLEY
           They here now?

                     COOPER
           You'll see'm up the street.

Talley nods, and continues through the gate --

EXT. STREET -- NIGHT

Two gray Econoline vans are parked at the curb beneath a
street light, four men in the lead van, two in the rear.

Talley pulls up behind them, then gets out of his car.  He
walks up the middle of the street to the lead van, eyeballing
the men in the vans:  They all have short haircuts and are
wearing black tactical fatigues.  Some of them wear ball caps
that say FBI.

                     THE DRIVER
           You Talley?

                     TALLEY
           Yeah.

The man in the passenger seat, Mr. Jones, gets out.  He looks 
the part of FBI SWAT:  black tac fatigues, jump boots, buzzed
hair.  A pistol hangs under his left arm in a ballistic
holster --

                     MR. JONES
           Let me see some ID.  Something with a
           picture.  I don't give a shit about your
           badge.

Talley takes out his wallet and flashes his photo ID.  Jones
does the same in return --

                     MR. JONES (CONT'D)
           Okay, here's mine.  My name is Special
           Agent Jones.

                     TALLEY
           Are all of you named Jones?

                     MR. JONES
           Don't be funny, Chief.  You can't afford
           it.

Jones slaps the side of the van.  Doors open, and the
remaining five men climb out.  They strap into vests with FBI
emblazoned on the back, then pass out load-bearing gear, knit
masks, and flash-bang grenades.

                     MR. JONES (CONT'D)
           In a few minutes the white phone is going
           to ring.  So let's get our shit straight
           before that happens.

                     TALLEY
           You used to be a cop.  All of you used to
           be cops.  I can tell by the way you move.

                     MR. JONES
           Don't worry about what we used to be.

                     TALLEY
           How do you people expect this to work?
           The Sheriffs have a Crisis Response Team
           here.

                     MR. JONES
           What's my name?

                     TALLEY
           What?

                     MR. JONES
           I asked you my name.  You just saw my
           commission slip.  What's my fucking name?

                     TALLEY
           Special Agent Jones.

                     MR. JONES
           Think of me that way and you won't fuck
           up.  I'll handle the Sheriffs.

The men at the second van are now passing out MP5s, CAR-15s, 
and loaded magazines --

                     TALLEY
           What are you people going to do?

                     MR. JONES
           You and I are gonna straighten this out
           with the Sheriffs, and then we'll wait
           for the man to call.  When he gives the
           word, we move.

                     TALLEY
           What does he have on you?  I know why I'm
           doing this, but what does he have on you?

One of the other men hands an MP5 to Mr. Jones.  Jones
jacks the bolt to chamber a round.  He slings his gun without
answering --

                     MR. JONES
           Let's go, Chief.  Time to get real.

Jones walks away, and all Talley can do is follow --

EXT. MARS KRUPCHEK'S TRAILER -- NIGHT

We're at the end of a gravel road in the low foothills of
Pearblossom, a farm community of fruit orchards in the low
foothills.

A Bristo Camino police car pulls up outside a thirty-foot
Caravan trailer, and Mikkelson and Dreyer get out.  Mikkelson
lights up the trailer with the radio car's spotlight --

                     DREYER
           Krupchek lives in a shithole.

The trailer is dark and silent.  They walk to the door
carrying their Maglites.  Mikkelson tries the knob --

                     MIKKELSON
           I guess we could jimmy it.

                     DREYER
           I don't want to pay for breaking it.

Mikkelson pulls hard and the door pops open.  Both officers
cringe as a smell like simmering mustard greens rolls out at
them --

                     MIKKELSON
           Christ, that stinks.

INT. THE TRAILER -- NIGHT

Mikkelson switches on the lights as they step inside.  Dreyer
sees it first --

                     DREYER
           Mickey?  Look at this shit.

Mikkelson joins Dreyer in the trailer's tiny kitchen where
teetering stacks of folded cereal boxes fill the counters and
sink and floor.  Hundreds and hundreds of Captain Crunch and
Count Chocula boxes, all neatly folded and stacked --

                     DREYER (CONT'D)
           He's burned them.

                     MIKKELSON
           What?

Dreyer shows her a box.  The nose of each character has been
burned with a cigarette --

                     DREYER
           He burned their noses.

                     MIKKELSON
           Okay, this is creeping me out.

Mikkelson opens the oven.  It's empty.  She opens a cupboard.
It's filled with large glass jars.  She opens another 
cupboard.  More jars.  Shapes float in the jars, suspended in
yellow fluid.  Mikkelson and Dreyer examine the shapes --

                     DREYER
           What are those, rats?

Mikkelson opens the fridge, then slams it, looking like she
wants to puke --

                     MIKKELSON
           Ohmigod.  We gotta call Talley.

Dreyer sees the expression on her face, then looks at the
fridge, wondering --

EXT. CUL-DE-SAC -- NIGHT

Talley, Jones, and Jones's phony "FBI" team are moving down
the cul-de-sac toward the house with Martin at their heels --

                     MR. JONES
           Walter Smith is in the Federal Witness
           Protection program.  When Washington
           learned about the situation here, they
           asked Chief Talley for his cooperation.

                     MARTIN
           This is bullshit.  I should've been
           notified.

                     MR. JONES
           I'm sure you will be, Captain, but it's
           after midnight.  Now, if you'll pull your
           people off the perimeter, I want to get
           my people in position.

Martin looks like she wants to spit bullets --

                     TALLEY
           Let it go, Captain.

                     MARTIN
           Goddamned small town bullshit.

Martin relents and stalks away just as Talley's phone rings.

Both Talley and Jones tense at the ring, thinking it might be
the white phone, but it's not --

                     TALLEY
           It's mine.
               (into his phone)
           Talley.

                     MIKKELSON'S VOICE
           Chief, it's Mikkelson.

                     TALLEY
           Go, Mickey.

EXT. KRUPCHEK'S TRAILER -- NIGHT

Both Mikkelson and Dreyer are leaning against their car.
They look shellshocked.  Mikkelson is making the call --

                     MIKKELSON
           Chief, we just found Krupchek's trailer.
           We just went in there.

She trails off and looks at Dreyer for help:  How do I say
this?  Dreyer, at a loss, looks away --

                     MIKKELSON (CONT'D)
           He has human body parts in his 
           refrigerator.  He has five human heads.

Mikkelson can't handle it any more.  She lowers the phone --

WITH TALLEY

The shock that Mikkelson is feeling sweeps over Talley as
well.  He takes a moment to get his head around this --

                     TALLEY
               (into his phone)
           Mickey?  Call the state Homicide Bureau.
           Don't touch anything, just sit back and
           wait.

                     MIKKELSON'S VOICE
           Yes, sir.

Talley lowers the phone as he stares at the house, wondering
what sort of monster is in there with Thomas and Jennifer.

His gaze shifts to Mr. Jones, who is watching him --

                     TALLEY
           We're getting those kids out of there.

INT. THE SMITHS' DEN -- NIGHT

Dennis is sprawled on the couch, sucking the last few drops
of Ketel One from the bottle.  He frowns at the empty bottle,
then lumbers to his feet --

                     DENNIS
               (calling)
           Kev?  Key, Kevin, c'mon back.  I'm sorry
           I hit you.

Dennis weaves through the door, carrying the empty bottle
like his dearest friend --

INT. THE KITCHEN -- NIGHT

Dennis staggers into the kitchen --

                     DENNIS
           C'mon, Kev, don't fuckin' pout!  You're
           right.  It's time to call it a game.

                     MARS'S VOICE
           Kevin left.  He didn't want to be here
           anymore.

The voice from the other side of the kitchen startles him.
Mars steps out of the shadows --

                     DENNIS
           You mean he left, as in went out the
           front door?

                     MARS
           I overheard him with the girl.

                     DENNIS
           Shit!  That fuck!  Even when I want to
           turn myself in he screws it up!  Did he 
           take the kids with him?

                     MARS
           I don't know.

                     DENNIS
           Jesus, get upstairs and find out!  If he
           took those kids, we're fucked!

Mars cross the kitchen and goes for the stairs without
another word --

                     DENNIS (CONT'D)
           KEVIN!!!  You ASSHOLE!!!

Dennis throws the bottle across the room --

INT. THE HOBBY ROOM -- NIGHT

Thomas is scared by all the shouting, but he waits in the
darkness until Dennis quiets, and then we notice that he is
no longer in his room; he's in the hobby room, once more
trying to reach the gun --

Thomas stacks two phone books on the bench, then uses the
phone books as an extra step to reach the high shelf --

He can finally reach the gun case!  He puts it on the bench,
then climbs down, and opens the case.  Thomas is bouyant with
confidence; now, he can protect himself and his sister!

Thomas shoves the gun into his pants and creeps back into --

INT. THE LAUNDRY ROOM -- NIGHT

Thomas is climbing onto the washing machine when his foot
slips and he bangs his head --

It's so dark in ehre that Thomas can't see what made him 
slip, but he tests the floor.  His shoe makes a tacky sound.

Thomas cups his hand over his flashlight like before, and
turns it on.  A dark liquid like oil is spreading on the
floor.

Thomas follows it with his light to the broom closet.  He
lets out more light and sees that the oil is red.

Thomas knows that something terrible is behind the door, but
he is drawn to it.  He reaches out --

Kevin's lifeless body topples out, collapsing in a heap at
Thomas's feet.  His neck is cut so deeply that his head is
almost severed --

His eyes are open.

Thomas screams!

INT. JENNIFER'S ROOM -- NIGHT

Jennifer is anxiously waiting for Kevin.  When she hears
someone in the hall, she thinks that it's Kevin, but when the
door opens --

It's Mars.

He steps inside, tall, wide, and massive as a bear.  He's
carrying the claw hammer.  Jennifer backs away --

                     MARS
           Kevin left without you.

                     JENNIFER
           I don't know what you're talking about.

Mars turns off the lights.

                     JENNIFER (CONT'D)
           Don't do that.  Turn on the lights.

Jennifer grows even more frightened.  Mars follows her across
the room until she backs into the window --

                     JENNIFER (CONT'D)
           You'd better get out of here!  Kevin's
           coming back!

                     MARS
           Kevin's gone, your daddy's gone, 
           everybody's gone.

When Mars reaches her, he touches the hammer to the chest,
pressing to make it hurt --

                     MARS (CONT'D)
           Now we can do whatever we want.

                     JENNIFER 
           Stop it.

Mars rakes the claws slowly between her breasts as Jennifer
finds the knife in her shorts.  She jerks free the blade and
stabs blindly burying the knife high in his chest, but Mars
doesn't even step back --

He grips the handle, moaning hideously as he pulls out the
knife.  A red flower blossoms from the wound.

Jennifer tries to get past him, but he grabs her throat and
pins her to the wall --

                     MARS
           You're going to enjoy this.

He raises the knife to her face --

INT. KITCHEN -- NIGHT

The scream from the laundry room having scared the shit out
of Dennis, he has his gun out --

                     DENNIS
           Who's that?  Goddamnit, who's there?

Dennis turns on his flashlight and sweeps the beam across the
kitchen --

                     DENNIS (CONT'D)
           Kev?  Is that you?  Talley?

Dennis weaves across the kitchen, pushing the gun ahead of
him --

                     DENNIS (CONT'D)
           Kevin, if that's you, say something.
           Mars said you left.

Dennis steps through the door into --

INT. THE LAUNDRY ROOM -- NIGHT

Dennis shines the light on the floor and sees the red ooze.
He follows the blood to Kevin's body, but even then doesn't
realize what he's seeing --

                     DENNIS
           Kevin, what the fuck?  Get up.

Dennis steps closer, and now he sees the open neck, the
grotesque white bone within the flesh --

Only one other person in the house could have done this --

                     DENNIS (CONT'D)
           MARS?!?!

Dennis hears Jennifer screaming upstairs --

                     DENNIS (CONT'D)
           MARS!!!

Dennis rushes from the room --

INT. JENNIFER'S ROOM -- NIGHT

Dennis slams through the door so heard that the door crashes
into the wall.  Mars is across the room, still holding
Jennifer by the neck --

Dennis aims his gun --

                     DENNIS
           You're dead, you fuck.

Mars calmly pulls the girl in front of him, blocking Dennis's
aim.

                     MARS
           What's wrong, Dennis?  Why're you so
           pissed off?

It's weird the way Mars is acting, so calm and all.  But
Dennis can see the feat in Jennifer's face and her swollen
eyes.  She manages one word --

                     JENNIFER
           Please...

Dennis tries to aim past her --

                     DENNIS
           This fuck killed Kevin.  There's blood
           everywhere down there --

Jennifer sobs.  And when she does --

Mars charges across the room holding Jennifer like a shield.
Dennis hesitates only a heartbeat, and then it's too late --

Jennifer crashes into him, the full force of Mars's weight
behind her, knocking Dennis backward into the hall --

INT. SECOND FLOOR HALL -- NIGHT

They fall through the door into a tangle on the floor.  Mars
raises the hammer, then brings it down, smashing Dennis over
and over --

INT. JENNIFER'S BEDROOM -- NIGHT

Thomas emerges from the closet to see the carnage in the
hall:  Mars over Dennis, grunting like a pig as he turns
Dennis into pulp, and Jennifer crawling away, splattered with
blood --

Thomas pulls the gun from his pants and darts past Mars into
the hall --

INT. UPSTAIRS HALL -- NIGHT

Thomas grabs Jennifer's arm and pulls her toward the stairs --

                     THOMAS
           C'mon, Jen!  Run!

Mars heaves to his feet and turns after them --

Thomas jerks up the pistol with both hands --

                     THOMAS (CONT'D)
           I'll shoot you!

Mars stops, blood dripping from his face and hands and the
hammer.  Jennifer pulls her brother --

                     JENNIFER
           Keep going!

They back toward the stairs, Thomas trying to hold the gun
steady.  Mars follows, spreading his arms wide as if to
embrace them --

                     MARS
           Everyone's gone.  We can do whatever we
           want.  We can do anything.

                     THOMAS
           I'll shoot you!  I'm not kidding, you
           better stay away!

Mars keeps coming --

Thomas pulls the trigger.  Click.

Mars stops, frozen by the sharp sound --

Thomas pulls again.  Click click click --

No bullets.

                     JENNIFER
           Run!!!!!

Thomas and Jennifer sprint for the stairs --

INT. FRONT ENTRY -- NIGHT

Jennifer and Thomas crash down the stairs and spill into the
entry.  Thomas goes to the front door but Jennifer pulls him
away --

                     JENNIFER
           No!  They have everything nailed!

They race away down the hall just as Mars reaches the bottom
of the stairs --

INT. THE SMITHS' BEDROOM -- NIGHT

Mars is closing.  Jennifer and Thomas scramble through the
bedroom only paces ahead of him.  They run straight into --

INT. THE SAFE ROOM -- NIGHT

Jennifer and Thomas slam the door and throw the bolts just as
Mars crashes into the door --

Jennifer and Thomas have made it.  They are shaking and
scared, but they are safe.

                     JENNIFER
           He can't reach us in here.  We're safe.

                     THOMAS
           I know.

Mars pounds on the door with the hammer.  They can see him on
the monitors.  Slow rhythmic pounding.  Then he walks away --

                     JENNIFER
           What's he doing?

They can see him on the monitors--moving through the hall,
going into the entry....

Mars picks up a bucket of gasoline.  He splashes gas on the
walls and floor all the way back to the bedroom, and then he
empties the bucket on the security room's door --

Mars looks up at the camera again and takes out a match.  He
flicks it with his thumbnail and it flares --

                     JENNIFER (CONT'D)
           Ohmigod, he's going to burn us!

Mars tosses the match, and the room erupts into flame --

EXT. THE CUL-DE-SAC -- NIGHT

Talley is arguing with Jones, trying to convince the man that
they need to move into the house now --

                     TALLEY
           We've got to get those kids out of there!

                     MR. JONES
           Not until the man calls.

                     TALLEY
           Those kids are in there with a fucking
           psychopath!  He kills people!

                     MR. JONES
           They've been in there all day.

Talley's phone rings.  Again, they both think that it's the
white phone, but instead it's Talley's personal phone --

                     TALLEY
               (into his phone)
           Talley.

It's Thomas.  His voice cuts in and out, broken by static --

                     THOMAS'S VOICE
           Mars killed Kevin and Dennis!  We're in
           the security room.  He's burning the
           house --

Thomas' phone cuts out.  Talley turns toward the house and
sees a growing column of smoke.  He looks back at Jones --

                     TALLEY
           You do what you have to do; I'm getting
           those kids.

Talley hurries away.  Jones stares after him, then comes to
his own agonized decision.  He catches up --

                     MR. JONES
           Talley!  We'll secure the house, but then
           we get the disks.

Talley accepts that; they move toward the house --

EXT. THE SMITHS' HOUSE -- NIGHT

The banks of floodlights abruptly shut off, plunging the
house and grounds into darkness --

INT. THE MASTER BEDROOM -- NIGHT

The fire is spreading, following the gasoline trail through
the hall and the rest of the house; a thick layer of smoke 
covers the ceiling --

Mars sees that the outside lights have been turned off, and
senses that the cops are making their move.  That's all right
with Mars--he's been waiting to die for most of his life --

Mars checks the load in his pistol, then melts away into the
dark --

A moment later, throbbing music pounds the house --

EXT. SMITHS' HOUSE -- NIGHT

Talley and Jones slip up to a side window at the front of the
house.  Both are carrying fire extinguishers.  They peer
inside, then Jones uses a pry bar to lift the window --

INT. FRONT GUEST ROOM -- NIGHT

Talley enters first, followed by Jones.  The air is thick
with smoke, and the music is confusing; the hall outside the
room is filled with flames --

Talley points toward the bedroom, then uses hand signals to
countdown the launch--three...two...one --

Jones keys his throat mike to launch the strike --

                     MR. JONES
           Go --

They blast the flames with their fire extinguishers, then
plunge into the hall --

INT. MASTER BEDROOM -- NIGHT

The sliding glass doors shatter as one of Jones's men
breaches the door.  As he rolls to his feet, Mars shoots him
from the flames --

A second man rolls through the door, and Mars shoots again,
laughing as the man writhes in flames --

INT. HALL -- TALLEY AND JONES

fight back the flames with their fire extinguishers, working
their way into --

INT. THE MASTER BEDROOM -- NIGHT

It's an inferno as Talley and Jones come through the door.
They spot the two men on the floor just as --

Mars rears up behind the flames.  He is shirtless and 
glistening, screaming maniacally is he fires his gun --

Talley and Jones fire in unison, pounding Mars with bullets
and knocking him into the fire.  Mars thrashes and screams,
burning alive --

Talley hears pounding inside the safe room:  Jennifer and
Thomas!  He fights his way to the security door, which is
covered with flames --

                     TALLEY
           The kids are in here!

                     MR. JONES
           Where's the office?

                     TALLEY
           Help me, goddamnit, we can get the disks
           later!

Talley expects that Jones will help, but Jones is aiming his
gun --

                     MR. JONES
           We don't need you any more, Chief.  We
           can get the disks on our own.

But before Jones can kill Talley, Mars heaves himself up from
the flames, firing wildly.  He hits Jones in the head --

Talley fires reflexively, his powerful .45 kicking Mars
across the room and out the glass doors.  Talley turns back
to the burning door and douses the flames with his fire
extinguisher --

                     TALLEY
           Thomas!  Thomas, it's me!

Thomas and Jennifer jerk open the door, but shrink from the
heat.  Talley uses the last of his fire extinguisher, then
pulls them into his arms --

                     TALLEY (CONT'D)
           Stay close.  We're going to move fast --

INT. DOWNSTAIRS HALL -- NIGHT

Talley shepherds Jennifer and Thomas past the flames --

INT. THE ENTRY -- NIGHT

They reach the entry, and Talley uses his pry bar to break
open the door --

A wall of cops are out on the street, waiting --

                     TALLEY
               (to Thomas)
           Are the disks still in your room?

                     THOMAS
           No!  They're right here --

Thomas pulls Marlon and Al from his pocket --

Talley clutches the disks and pulls the boy close in a
spontaneous hug.  They run out the door as we --

                                                      CUT TO:

INT. WALTER SMITH'S HOSPITAL ROOM -- LATER THAT NIGHT

Walter is resting comfortably when Talley steps up beside his
bed.  Talley is a mess--smokey, dirty, greased with sweat --

                     TALLEY
               (quietly)
           Smith.

Walter opens his eyes, then Talley steps away.  Jennifer and
Thomas are standing behind him.  They rush to their father --

                     JENNIFER/THOMAS
           Daddy!

                     WALTER
           Thank God!  Are you guys all right?
           You're not hurt?

                     THOMAS
           Our house is on fire!  We almost burned!

Both children burst into tears, and Walter hugs them.  He
looks up at Talley, then gently eases his kids away --

                     WALTER
               (to Jennifer and Thomas)
           You guys step out for a second.  I have
           to talk to the Chief.

Walter waits until his children are gone, and then --

                     WALTER (CONT'D)
           Did you find the disks?

                     TALLEY
           Yes.

                     WALTER
           Then you have everything.  You can put
           them away.

                     TALLEY
               (touches his wrist)
           A man has my family.  Gold watch here.
           Dark tan.

                     WALTER
           That would be Glen Howell.  He was on his
           way for the disks.

                     TALLEY
           How do I reach him?

EXT. HOSPITAL PARKING LOT -- NIGHT

Talley is alone in his car, his phone to his ear, listening
to the ring at the other end of the line.  A familiar voice
answers --

                     HOWELL'S VOICE
           Hello?

                     TALLEY
           Two words:  Glen Howell.

Intercut Howell in his motel room.  He is thrown by getting
this call --

                     HOWELL
           How did you get this number?

                     TALLEY
           Mr. Jones is dead.  So are two of his
           men.  The other three are in jail.  I
           have the disks.  I have Walter Smith.
           And you know what, you motherfucker?  I
           have you.

                     HOWELL
           I have your fucking family.  Don't forget
           that.

                     TALLEY
           I also have a couple of million in cash.
           Call Sonny Benza.  Ask if I can keep it.

This throws Howell, too.  He didn't expect anything like
this; not from Talley --

                     HOWELL
           What do you want?

                     TALLEY
           My wife and my daughter and the money.
           I'll bring the disks to the mall by the
           freeway, you bring my family.  We'll
           trade.

                     HOWELL
           Fuck that!  You think I'm crazy?!

                     TALLEY
           I think you got no choice.

Howell thinks about it.  It's a tough call because Talley
might be setting him up, but they're playing even hands--
Talley still has the disks --

                     HOWELL
           Fuck the mall.  You know that motel on
           the road west of town?

                     TALLEY
           Yeah.

                     HOWELL
           You got ten minutes.  If you're one
           minute late, we won't be here to find.

Talley tosses his phone aside, then drives away --

EXT. NEW YORK CITY -- NIGHT

A graphic identifies our location:  New York City.

INT. VICTOR CASTELLANO'S BROWNSTONE -- NIGHT

Victor Castellano is "the old man" that Benza's people have
mentioned.  He is not a happy man in the best of
circumstances and is even less happy now --

Castellano's assistant, Jamie Beldone, is briefing him on
events in the West --

                     BELDONE
           The house is in flames, Benza's
           accountant is with the cops, and they're
           stacking the bodies like cordwood.

                     CASTELLANO
           Jesus Christ, it's a clusterfuck.

                     BELDONE
           You wanted to let Sonny handle it.  I
           would've moved in when we first found
           out.

Castellano scowls at the younger man --

                     CASTELLANO
           And by doing so, he would've known we
           have spies in his organization.

                     BELDONE
               (embarrassed)
           Yes, sir.  But what about the disks?  If
           the cops end up with the disks, we're
           gonna see a whole lot of heat.

                     CASTELLANO
           I hate that Mickey Mouse bastard.  I
           hated his father, and I hate Sonny, too.
           Always with the tan.

                     BELDONE
           What do you want to do?

                     CASTELLANO
           Our people out there, they good people?
           People in the right place?

                     BELDONE
           The best.

                     CASTELLANO
           Sonny's a fuckup.  If he pulls this off,
           fine--life goes on.  But if the cops end
           up with those disks, we cut our losses.

                     BELDONE
           I understand.

                     CASTELLANO
           I want a message sent:  No fuckups
           allowed.

                     BELDONE
           I'll make the call.

Vic Castellano watches Beldone depart as he considers what is
about to come --

EXT. MOTEL -- NIGHT

The motel floats like an island of light in the middle of
nowhere.  A few cars are scattered throughout the quiet 
parking lot --

MIKE RUIZ

is hiding in weeds across from the motel, keeping an eye on
the road for Talley's approaching vehicle.  A radio
transmission crackles quietly --

                     MANELLI'S VOICE
           You see anything?

Ruiz keys the mike --

                     RUIZ
           Not yet.

Talley steps silently behind him and presses his gun to Mike
Ruiz's ear --

LOU BUSTER

Buster is on the dark side of thge parking lot, standing watch
outside the pool of light in the shadows --

Gravel crunches behind him; Buster turns, and --

Talley cracks him across the face with his .45 --

WITH TALLEY

He edges along the perimeter of the parking lot, working as
close as he can to a Fat Man who is leaning against the green
Mustang --

The door to a ground floor room opens, and Glen Howell steps
out.  Talley recognizes Howell from the big gold watch --

                     HOWELL
               (to the Fat Man)
           Keep your eyes open.  He should've been
           here.

Howell returns to the room.  The Fat Man steps away from the
Mustang, and --

Talley slams into his blindside, using the .45 as a club.
The Fat Man staggers, and Talley wraps an arm around his neck
in a choke hold, running him at the door --

Talley rams the Fat man into the door, knocking it open and
shoving the Fat Man through --

INT. HOWELL'S MOTEL ROOM -- NIGHT

Talley explodes through the door with the Fat Man in front of
him like a shield --

                     TALLEY
               (screaming)
           Police!

Glen Howell jerks out his pistol as he drops behind the bed.
Duane Manelli rolls out of a chair, aiming from the floor in
a two-handed grip --

                     HOWELL
           Don't shoot!  Don't shoot him!

Talley shifts his aim back and forth between the two men.  He
has his back to the wall and the Fat Man in front of him --

                     TALLEY
           Where's my family?!  Where's my family,
           you fuck?!

All three men are sucking air like freight engines.  No
one is shooting, but if one person fires, everyone will fire.
Everybody has something the other guy wants.  That's the only
thing holding them back --

                     HOWELL
           Take it easy.  Just take it easy.  We're
           here to do business.

                     TALLEY
           You said they would be here, goddamnit!
           Where are they?

Howell releases his grip on the gun, and lets it swing free
on his finger.  He's trying to cool Talley --

                     HOWELL
           They're close.  Let me make a call.  You
           can see they're okay.

                     TALLEY
           You said they would be here!

Howell takes out his phone and presses a number.  Talley
shifts his aim from Howell to the Fat Man to Manelli --

                     HOWELL
               (into the phone)
           Put on the woman.

Howell offers the phone, but Talley is wary--he can't let go
of the Fat Man and he won't put down his pistol.  Howell
carefully holds the phone to Talley's ear --

                     TALLEY
               (into the phone)
           Jane?

                     JANE'S VOICE
           Jeff, we're --

Howell backs away with the phone --

                     HOWELL
           You have the disks?

Talley takes out a single disk.  It's the one labeled
'Marlon.'  He tosses it onto the bed --

                     TALLEY
           You get the other one when I have my
           girls.  Not talk to them; have them.

                     HOWELL
           Where is it?

                     TALLEY
           Close.

Howell considers the disk.  If Talley has the second disk in
his pocket, Howell could just shoot him.  But Howell can't be
sure --

                     HOWELL
           I have to see if it's real.

Howell brings the disk to a lap top computer set up in the 
corner.  He inserts the disk, and waits for it to read.  He's
satisfied with what he sees --

                     HOWELL (CONT'D)
           All right.  Now the second one.

                     TALLEY
           First my girls.  I get my girls, you get
           the other disk.

Howell stares at Talley again, then picks up his phone --

                     HOWELL
               (into the phone)
           Bring them.  Stop the car outside the
           room, but don't get out.

The car pulls up directly outside the door.  It was only
seconds away.  Marion Clewes is driving; Jane and Amanda are
wedged into the front seat beside him, Jane next to Marion,
Amanda on the far side.  They are bound tight with their
mouths taped, immobile and helpless, their eyes wide with
fear --

                     HOWELL (CONT'D)
               (into his phone)
           Aim your gun at the woman's head.  If he
           doesn't give me the disk, kill her.

Marion presses a gun to Jane's temple --

Talley jerks his gun toward Howell --

                     TALLEY
           I'll kill you!  You won't get the other
           disk!

                     HOWELL
           If you shoot me, he'll kill your
           daughter.  Do you want to lose both of
           them?

Talley aims at the man in the car; he aims at Howell.  He
tried so hard to save his family, and now Howell has him
boxed --

                     HOWELL (CONT'D)
           The negotiation is over, Talley.  I won.
           Now give me the disk or he'll put her
           brain on the glass.

Talley looks at Jane and Amanda, and his eyes fill.  He
mouths the words --

                     TALLEY
           I love you.

He's saying good-bye.

Talley drops his gun and releases the Fat Man, who stumbles
away.  Talley tosses a second disk onto the bed.  Manelli
scoops it up and tosses it to Howell as Mation appears in the
door --

                     TALLEY (CONT'D)
           I gave the other one to the Sheriffs and
           they're giving it to the real FBI.  This
           one's a fake.

                     HOWELL
           You'd better be kidding.

Howell anxiously pushes the disk into his lap top --

                     TALLEY
           I'm a cop, you asshole!  What did you
           expect me to do?  Pretend all this never
           happened?

Howell stares at the lap top with the withering face of a man
reading his own death sentence.  There is nothing on this
disk.

                     TALLEY (CONT'D)
           Benza's over.  You're over.  I just want
           to take my family home.

Howell stands like a mechanical man; incredulous --

                     HOWELL
           Are you out of your mind?

                     MARION
               (quietly)
           You fucked up, Glen.

Howell looks over as if seeing Marion for the first time, and
gives him the order --

                     HOWELL
           Kill them.

Marion aims his gun directly between Talley's eyes, then
points it at Howell --

                     MARION
           No fuckups allowed.

Marion shoots Howell in the head, then the Fat Man, then
Manelli--bambambam--one shot, one kill.

He lowers his gun, considers Talley.  Talley doesn't
move.

                     MARION (CONT'D)
           It's like a storm, isn't it?  This raging
           force that you can't control does
           whatever it wants, and the best you can
           do is survive.  A winner survives.

                     TALLEY
           Why...?

The question being:  Why aren't I dead?  Why aren't you
killing me?

                     MARION
           What good would it do to kill you?  The
           police already have the disk.

Marion considers Talley another moment --

                     MARION (CONT'D)
           Your wife is a very nice lady.

Marion goes to his car.  He helps out Jane and Amanda, then
gets into his car and drives away.

EXT. THE PARKING LOT -- SUNRISE

Talley stumbles out of the room and runs to his family.  He
scoops up Jane and Amanda, hugging them tightly as the camera 
pulls up and away, rising, leaving this reunited family as
Marion Clewes disappears like a passing thunderhead --

CLOSING CREDITS

The credits roll to black, then--

EXT. SONNY BENZA'S HOME -- DAWN

The garage door slides up.  Benza backs out in his Mercedes,
then roars to the front door.  He pops the trunk, then gets
out and hurries to the front door.  He sticks his head inside
and calls to his wife --

                     BENZA
           The fucking jet's waiting!  Would you get
           your shit out here?!

He picks up two bags from inside the door and brings them to
the car --

AT THE TRUNK

Benza steps behind the raised trunk to put away his bags.
When he steps back around again, a nondescript sedan is
waiting in the drive --

                     A VOICE
           No fuckups allowed.

Gunfire erupts on the quiet ridge above Palm Springs.

FADE OUT

THE END