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L.A. Confidential Movie Script

Writer(s) : Brian Helgeland

Genres : Crime, Drama, Mystery, Thriller

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                             L.A. CONFIDENTIAL



                                    by

                              Brian Helgeland


                     Based on the novel by James Ellroy








                                                 November 16, 1995
                                                 Minor Revisions












        FADE IN:

        OVER the opening strains of "I LOVE YOU, CALIFORNIA," a
        MONTAGE:  a mixture of headlines, newsreel footage and
        live action.  Economy Booming!  Postwar Optimism!  L.A.:
        City of the Future!  But most prominent among them:
        GANGLAND!  Police photographers document crime scenes.
        The meat wagon hauls ex-button men to the morgue.  Where
        will it end?


        EXT. L.A. SKYLINE - SUNSET

        Palm trees in silhouette against a cherry sky.  City
        lights twinkle.  Los Angeles.  A place where anything is
        possible.  A place where dreams come true.  As the sky
        darkens, triple-kleig lights begin to sweep back and
        forth.


        EXT. MANSION (HANCOCK PARK) - NIGHT

        The KLEIG LIGHTS are out front.  Valets hurry to park a
        line of elegant cars.

                                MAYOR (V.O.)
                  Ladies and gentlemen, I give you
                  the future of Los Angeles!


        INT. HANCOCK PARK MANSION - BALLROOM - NIGHT

        The MAYOR yanks a cloth to reveal a MODEL of L.A. criss-
        crossed by an elaborate FREEWAY SYSTEM.  The CROWD oohs.
        A COUNCILMAN claps.  A SOCIETY MATRON nods her approval.

        PIERCE PATCHETT, 50, tuxedoed, watches off to one side.
        A behind-the-scenes power broker, Patchett exudes
        authority much more so than the Mayor does.

                                MAYOR
                  The Arroyo Seco freeway is just
                  the beginning.  We're planning
                  freeways from Downtown to Santa
                  Monica, from the South Bay to the
                  San Fernando Valley.  Twenty
                  minutes to work or play is the
                  longest you'll have to travel.

        More applause.  One REPORTER asks a little too loudly...

                                REPORTER
                  How many bodies you think Mickey
                  Cohen'll be able to hide in all
                  that cement?

        The Mayor wears a plastic smile, ignores it.


        INT. THE MOCAMBO - NIGHT

        A CLUB PHOTOGRAPHER pops snapshots, but the real action
        is on the floor where MICKEY COHEN does a wicked "Lindy
        Hop" with THREE different GIRLS at once.  A fireplug of a
        man, he hardly seems a public menace.  Nearby is his
        bodyguard JOHNNY STOMPANATO.  Over it all:

                                HUDGEONS (V.O.)
                  Meyer Harris Cohen, Mickey C to
                  his fans.  He's the big moocher,
                  local L.A. color to the nth
                  degree.  You know Mickey.  He runs
                  dope, rackets and prostitution.
                  He kills a dozen people a year.
                  But who you may not know is
                  bodyguard Johnny Stompanato.

        His hair in a slick pompadour, Stompanato keeps an eye on
        Cohen and comes onto a CIGARETTE GIRL at the same time.

                                HUDGEONS (V.O.)
                  Johnny's handsome, ladies, but the
                  real attraction is below the belt.
                  Second only to Steve Cochran, he's
                  sometimes known as 'Oscar' because
                  of his Academy Award-size
                  appendage.

        Mickey works a sweat on the dance floor.  A bottle of
        champagne pops; Stompanato reacts, nearly draws a pistol
        from his shoulder holster.  As he laughs at himself...


        INT. HUSH-HUSH MAGAZINE OFFICE - DAY

        Lurid page one headlines cover the wall where SID
        HUDGEONS types.  The essence of sleaze, Sid is the
        publisher-photographer-writer of Hush-Hush magazine and
        keeper of inside dirt supreme.  As he continues...

                                HUDGEONS (V.O.)
                  Remember, dear readers, you heard
                  it here first, off the record, on
                  the Q.T. and very Hush-Hush.


        INT. HANCOCK PARK MANSION - BALLROOM - NIGHT

        The party continues.  The Mayor has moved off to the side
        with the power brokers.  Patchett is a presence.

                                MAYOR
                  We're selling an image, gentlemen.
                  Beautiful weather.  Affordable
                  housing.
                         (re:  model)
                  Trouble-free transportation.  And
                  the best police department in the
                  world to keep it all running
                  smoothly.


        EXT. STOREFRONT - NIGHT

        A dozen people watch a display windoe TELEVISION as it
        rolls the opening of the hit show "Badge of Honor."  Over
        familiar THEME MUSIC, "Sgt. Joe Reno" (actor BRETT CHASE)
        walks the streets of Los Angeles.

                                CHASE (V.O.)
                  My name?  Joe Reno.  The city?
                  Los Angeles.  A big town.  Full of
                  all sorts of people.  It's my job
                  to help them.  I like what I do.
                  I'm a cop.


        INT. HANCOCK PARK MANSION - BALLROOM - NIGHT

        The Mayor continues.

                                MAYOR
                  But with a second rate Al Capone
                  out there, L.A. looks like Chicago
                  in the '30s.  Something has to be
                  done.

        As Pierce Patchett nods sagely.


        INT. OLYMPIC AUDITORIUM - NIGHT

        Wrestler GORGEOUS GEORGE primps and poses before flatten-
        ing an opponent with a drop kick.


        INT. MOVIE THEATER - NIGHT

        An enthusiastic crowd adjusts their 3-D glasses.


        EXT. COHEN MANSION (BEVERLY HILLS) - DAY

        In monogrammed silk pajamas, Mickey Cohen answers the
        door, his pet BULLDOG Mickey Jr. at his feet.  The police
        are waiting.  REPORTERS' flashbulbs pop.

                                POLICE OFFICER
                  Mr. Cohen, you're under arrest.

                                COHEN
                  Bullshit.  What's the charge?

                                POLICE OFFICER
                  Non-payment of federal income tax.

                                COHEN
                  Bullshit.


        EXT. GRAUMAN'S CHINESE - DAY

        JOHN WAYNE gets his hand prints in the sidewalk.


        EXT. WESTCHESTER BEAN FIELD - DAY

        MIGRANT WORKERS hurry to finish the harvest.  We PAN
        TO CONSTRUCTION WORKERS who wait impatiently with bull-
        dozers under a "Spirit of the Future" BANNER.  As the
        last picker leaves the field, the bulldozers move in,
        leveling the bean rows to make way for a housing tract.


        EXT. FEDERAL COURTHOUSE - STEPS - DAY

        Flashbulbs pop as Mickey Cohen exits and starts down
        the steps.  Accompanied by his LAWYERS, bodyguard
        Stompanato and mob lieutenants DEUCE PERKINS and NATE
        JANKLOW, Cohen ignores REPORTERS' shouts.

                                REPORTER
                  How's your bullshit now, Mickey?!

        As Cohen gets into a waiting car, the media turn their
        attention to District Attorney ELLIS LOEW.  A singularly
        ambitious man, Loew loves the spotlight.

                                LOEW
                  Today is an auspicious one for the
                  city of Los Angeles.  Mickey Cohen
                  has just been sentenced to ten
                  years in federal prison for
                  failure to pay income tax.
                  As the District Attorney for Los
                  Angeles County, it is my pleasure
                  to declare our great city
                  organized crime free.  It is truly
                  the dawning of a new day.

        The SONG ENDS and so does the MONTAGE.


        INT. PACKARD (ACROSS FROM BULLOCKS WILSHIRE) - NIGHT

        December 24th.  Wendell "BUD" WHITE, 30, stares at the
        enormous Christmas tree on the deco platform over
        Bullocks' entrance.  An LAPD cop, Bud's rep as the
        toughest man on the force has been well earned.  In the
        back seat, with cases of Walker Black and Cutty Sark, is
        Bud's partner -- DICK STENSLAND.  Older, but also a tough
        hump, "Stens" sucks on a pint of Old Crow.

        The passenger door opens and Mickey Cohen bodyguard
        Johnny Stompanato slides in.  Guinea handsome, Johnny
        wears his curls in a tight pompadour.  With his boss
        behind bars, he's out of work.  Bud just stares at him.

                                STOMPANATO
                  Officer White.  I heard you got a
                  hard-on for wife beaters.

                                BUD
                  And you fuck people up for a
                  living.  That don't make me you.
                  Capisce, shitbird?

        Stompanato smiles.  Nervous.  Through the window, Bud
        watches a Salvation Army Santa palm coins from a kettle.

                                STENSLAND
                  Bud ain't in the mood for small
                  talk, Stompanato.

                                STOMPANATO
                  Look, Mickey C's doing time and
                  half the other guys who'd hire me
                  are dead or left town.  I need
                  money.  If your snitch-fund's
                  green, I'll get you some fucking-A
                  collars.

        Impatient, Bud tugs at a finger, CRACKS a KNUCKLE.

                                STOMPANATO
                  There's this guy.  He's blond and
                  fat, about forty.  Likes the
                  ponies.  Been pimping his wife to
                  cover his losses.  Knocks her
                  around to keep her in line.

        Bud's eyes narrow at this last bit of info.  Stompanato
        holds up a slip of paper.

                                STOMPANATO
                  I figure the address is worth
                  twenty.

        Bud digs into his wallet, pulls out twenty bucks,
        exchanges it with Stompanato.  Stompanato smiles smugly,
        grabs a bottle of Scotch from the back.

                                STOMPANATO
                  Yuletide cheer, fellas.

        Without warning, Bud grabs Stompanato's tie and yanks,
        slamming his forehead into the dash.

                                BUD
                  Happy New Year, greaseball.

        EXT. 1486 EVERGREEN - NIGHT

        A stucco job in a row of vet prefabs.  A neon Santa
        sleigh has landed on the roof.  Through the front window,
        we see a fat guy browbeating a woman.  Puff-faced, 35-
        ish, she backs away as he rages at her.

        The Packard pulls up out front.  Stensland could care
        less.

                                STENSLAND
                  Leave it for later, Bud.  We got
                  to pick up the rest of the booze
                  and get back to the precinct.

        Bud KILLS the IGNITION, picks up the radio.

                                BUD
                  Central, this is 4A-31.  Send a
                  prowler to 1486 Evergreen.  White
                  male in custody.  Code 623 point
                  one.  Domestic assault and
                  battery.  I won't be here, but
                  they'll see him.


        EXT. 1486 EVERGREEN - BUD - NIGHT

        steps to the house.  Inside, we hear SLAPS, MUFFLED
        CRIES.  Bud grips an outlet cord coming off the roof and
        yanks.  The sleigh crashes to the ground with REINDEER
        EXPLODING around it.  A beat.  The fat guy runs out to
        investigate, trips over Rudolph.

        Bud pounces.  Fat guy takes a swing, misses.  Grabbing
        fat guy's hair, Bud smashes his face to the pavement.
        Once, twice.  Teeth skitter down the walk.

                                BUD
                  Touch her again and I'll know
                  about it.  Understand?  Huh?

        Another face full of gravel.  Fat guy's WIFE watches with
        apprehension from the steps as Bud cuffs her husband's
        hands behind his back, empties his pockets.  A cash roll
        and car keys.  Bud looks over at her.

                                BUD
                  You got someplace you can go?

        She nods.  Bud hands her the keys and the cash.

                                BUD
                  Go get yourself fixed up.

                                WIFE
                         (nods, determined)
                  Merry Christmas, huh?

        Bud watches as she gets into a pre-war Ford in the drive.
        She backs over a blinking reindeer as she goes.

                                STENSLAND
                  You and women, partner.  What's
                  next?  Kids and dogs?


        INT. STAGE FOUR (VARIETY INTERNATIONAL PICTURES) - NIGHT

        The "Badge of Honor" set.  A Christmas party in full
        swing.  Eating, drinking, and dancing.  Star Brett Chase,
        seen earlier on television, is holding court.

        LAPD Sgt. "Trashcan" JACK VINCENNES, late 30s with slick,
        good looks, dances with a young ACTRESS.  Grinding their
        way through a ballad, they're obviously hitting it off.

                                ACTRESS
                  Brett Chase told me you're the cop
                  who busted Bob Mitchum.
                         (grinds closer)
                  These 'Badge of Honor' guys like
                  to pretend, but being the real
                  thing must be a thrill.

                                JACK
                  Let's go someplace quiet.  I'll
                  give you the low-down on Mitchum.

                                ACTRESS
                  You got your handcuffs with you?

                                JACK
                  Two sets.

                                ACTRESS
                  I'll get my coat.

        They're interrupted by Sid Hudgeons.

                                HUDGEONS
                  Big V Jack Vincennes!  May I have
                  this dance?

                                JACK
                  Karen, this is Sid Hudgeons from
                  Hush-Hush magazine.

                                ACTRESS
                  I know who he is.

        The Actress storms off.  Jack looks to Sid.

                                HUDGEONS
                  We did a piece last year.
                  'Ingenue Dykes In Hollywood.'  Her
                  name got mentioned.

                                JACK
                  Is she?

                                HUDGEONS
                  Beats me.  Look, Jackie-Boy, a
                  friend of mine just sold some
                  reefer to Matt Reynolds.  He's
                  tripping the light fantastic with
                  Tammy Jordan at 2245 Maravilla,
                  Hollywood Hills.  It's right
                  around the corner.

                                JACK
                  You lost me, Sid.  Who?

                                HUDGEONS
                  Contract players at Metro.  You
                  pinch 'em.  I do you up feature in
                  the next issue.  Plus the usual
                  fifty cash.  Tell me, am I fucking
                  Santa Claus?

                                JACK
                  I need an extra fifty.  Two
                  patrolmen at twenty apiece and a
                  dime for the watch commander at
                  Hollywood Station.

                                HUDGEONS
                  Jack!  It's Christmas!

                                JACK
                  No.  It's felony possession of
                  marijuana.


        EXT. 2245 MARAVILLA - NIGHT

        WITH a VIEW of Grauman's Chinese.  Jack and two uniformed
        patrolmen wait on the darkened street.  An arc light has
        been set up.  Hudgeons creeps back over from the house.

                                HUDGEONS
                  They're sitting in the dark,
                  goofing on the Christmas tree.

                                JACK
                  Stand there with your camera.
                  I'll stop here so you get
                  Grauman's Chinese in the
                  backgrouns.

                                HUDGEONS
                  I like it!  I like it!


        INT. 2245 MARAVILLA - NIGHT

        The arc light floods the living room about the same time
        that Jack kicks the door in.  The room is caught flush:
        Christmas tree, a bag of weed on the couch, two kids
        necking in their BVDs.  MATT REYNOLDS and TAMMY JORDAN.

                                JACK
                  Police!

        EXT. 2245 MARAVILLA - NIGHT

        Jack exits, hauling Jordan and Reynolds by the neck.
        Jack stops with Grauman's FRAMED behind him and Hudgeons
        CLICKS off several shots with his CAMERA.

                                HUDGEONS
                  Cut!  Wrap it!

        Windows light up.  Rubberneckers appear.  Jack hands the
        kids to the patrolmen, heads back in with Hudgeons in
        tow.


        INT. 2245 MARAVILLA - NIGHT

        Jack scoops the pot, flips through an address book.  A
        card falls out.  "Fleur-de-Lis.  Whatever you desire..."
        Jack looks from the card out the window at the kids being
        loaded into a black and white.  They're both crying now.

                                HUDGEONS
                         (stantorian tone)
                  It's Christmas morning in the City
                  of Angels, and while decent
                  citizens sleep the sleep of the
                  righteous, hopheads prowl for
                  marijuana, not knowing that a man
                  is coming to stop them.  The free-
                  wheeling, big-time Big V,
                  celebrity crime-stopper, Jack
                  Vincennes, the scourge of
                  grasshoppers and junk fiends
                  everywhere.  You like it, Jackie-
                  Boy?

                                JACK
                  Yeah, it's subtle.

        Sid hands him a President Grant 50.

                                HUDGEONS
                  Remember: you heard it first here,
                  off the record, on the Q.T. and
                  very Hush-Hush.


        INT. HOLLYWOOD STATION - DISPATCH DESK - NIGHT

        Suspects, mostly drunk and disorderly, are ushered
        through.  Sgt. ED EXLEY, 30, bespectacled, is at the desk
        with a YOUNG OFFICER.  Exley is an up-and-comer.  Burning
        with ambition.  The faster he rises through the ranks,
        the more resentment he leaves in his wake.

                                EXLEY
                  What's on the call sheet?

                                YOUNG OFFICER
                  A guy dressed as Santa has been
                  exposing himself to kids in Los
                  Feliz.  Apparently, sir, he's
                  decorated himself.

                                EXLEY
                  Decorated?

                                YOUNG OFFICER
                  With tinsel and plastic icicles
                  and... on his penis, sir.

                                EXLEY
                  I get the idea.  You got a
                  description?

                                YOUNG OFFICER
                  Of his penis, sir?


        EXT. HOLLYWOOD BOULEVARD - HOLLYWOOD LIQUOR - NIGHT

        Tinsel-trimmed photos of movie stars look down from the
        walls as the OWNER takes an order from LYNN BRACKEN.

                                LYNN
                  A case each of gin, Scotch, and
                  rum.  Everything top shelf.  None
                  of that watered-down stuff you
                  push on Errol Flynn.

                                OWNER
                         (laughs)
                  Sounds like a helluva party.

        Her hair kerchiefed, Lynn waits as the Owner writes it
        up.  There's glamour, a cat-girl grace about Lynn.  She
        seems like she belongs up on the wall with the movie
        stars.  Lynn looks across as Bud White heads toward the
        counter.  Spotting her, Bud doesn't look so tough for a
        moment.

                                OWNER
                  You want it delivered?

                                LYNN
                  Before five tomorrow.

        The Owner spots Bud.  A big smile turns to a frown.

                                OWNER
                  I'll be right with you, Lynn.

        The Owner begins indiscriminately loading hard liquor
        into a cardboard box, leaving Bud and Lynn to look at
        each other.  Bud says the only thing he can think of.

                                BUD
                  Merry Christmas.

                                LYNN
                  Merry Christmas yourself, Officer.

                                BUD
                  That obvious, huh?

                                LYNN
                         (smiles sweetly)
                  It's practically stamped on your
                  forehead.

        As the Owner bangs a case of liquor on the counter...


        EXT. HOLLYWOOD LIQUOR - NIGHT

        Bud exits with his booze, heads for the car.  Something
        catches his eye.  A woman in the rear passenger seat of a
        new Cadillac.  SUSAN LEFFERTS.  Both her eyes are black.

        Bud starts over.  The case on his hip, he motions for her
        to roll down the window.  The driver's side door opens
        and bodyguard TURNER "BUZZ" MEEKS menaces his way out.

                                MEEKS
                  Get lost why don't you?

        Meeks stops short as Bud shoves his badge in Meeks' face.
        Setting the case on the car's hood, Bud spins Meeks
        around, pats him down.  He finds a .38 in a shoulder
        holster.

                                MEEKS
                  I got a license for that.

        Bud removes Meeks' wallet, checks the ID.

                                MEEKS
                  Cut me some slack.  I used to be a
                  cop.

                                BUD
                  Turner Meeks?  Never heard of you.

                                LYNN
                         (exiting store)
                  We just call him Buzz.

        Bud raps on Susan's window with his badge.  It comes
        down.

                                BUD
                  You okay?

        Beside her, a man leans over.  Pierce Patchett, seen
        before at the freeway unveiling, is a man used to being
        chauffeured.  Like FDR, he smokes his cigarette in a
        holder.

                                PATCHETT
                  She's fine.

                                BUD
                         (menacing)
                  I'm not asking you.

        Patchett has no idea he's walking on thin ice.  As he
        stares impatiently at Bud, Bud looks back to Susan.

                                BUD
                  Somebody hit you?

                                LYNN
                  It's not what you think.

        Bud looks to see Lynn Bracken moving to the driver's
        door.

                                BUD
                  What is it then?

                                SUSAN
                  You got the wrong idea, Mister.
                  I'm fine.

        Susan laughs.  Patchett eases back into the shadows.

                                LYNN
                         (getting in the car)
                  But it's nice to know you care.

        Bud considers Meeks' gun license, then hands him back the
        .38 and wallet.  Lifting his booze, Bud watches Meeks get
        back in the car.

        Stensland steps up as the cabbie starts to pull away.

                                STENSLAND
                  What's going on?

        For an odd moment, Stensland and Meeks lock eyes.

                                BUD
                  You know him?

                                STENSLAND
                  Seen him around.  He used to be a
                  cop.

                                                   CUT TO:


        CLOSE ON DUDLEY SMITH

        Fifty, handsome in his police captain's uniform.  Singing
        "Silver Bells" in a beautiful low tenor.  Tough,
        respected, Dudley goes to bed as a cop every night of his
        life.  He's a department power to be reckoned with.


        INT. PRECINCT HOUSE - MUSTER ROOM - NIGHT

        An L.A. Herald Express REPORTER and photographer listen
        along with the gathered patrolmen as Dudley finishes to
        applause.  Dudley joins the press.

                                REPORTER
                  Captain Smith, I --

                                DUDLEY
                  Drop the formalities; it's
                  Christmas Eve.  Call me Dudley.

                                REPORTER
                  Dudley, I came up with a title for
                  the story.  I'm calling it "Silent
                  Night with the L.A.P.D."

                                DUDLEY
                  Excellent.  How's this?
                         (dramatic pause)
                  The sanctity of the night is an
                  invitation to the darker criminal
                  element.  Our vigilance will not
                  be diminished.

        As the Reporter scribbles down the quote...

                                DUDLEY
                  That's Smith with an S.

        They laugh.  Dudley points the way out.

                                DUDLEY
                  This way, gentlemen.

        Dudley's the last one out the door.  As he goes, he turns
        back to give the men a wink.  He's no sooner out the door
        when the first case of Johnny Walker is brought in.


        INT. PRECINCT HOUSE - DISPATCH DESK - NIGHT

        Ed Exley gets another report from the Young Officer.

                                YOUNG OFFICER
                  Two police officers were assaulted
                  in a bar.  Brown and Helenowski.

        He hands the report to Exley.  It's now that Dudley comes
        through on his press junket.

                                DUDLEY
                  This is Sergeant Ed Exley.  Son of
                  the legendary Preston Exley.  He's
                  the watch commander tonight and a
                  damn fine job.

        As the photographer snaps Exley's picture...

                                DUDLEY
                  I was fortunate enough to be
                  partnered with his father when I
                  was a rookie.  It makes a man feel
                  old.  That's a fact.
                         (a beat)
                  Feel free to get a feel for the
                  place.

        As the Reporter and photographer wander off, Dudley turns
        to Exley a bit more serious.

                                DUDLEY
                  A word with you, lad.


        INT. DUDLEY SMITH'S OFFICE - DAY

        Dudley pours two drinks, hands one to Exley.

                                DUDLEY
                  To the memory of your father.

        They drink.  Exley looks to a photo on the wall.

        Himself as a ten-year-old standing between Dudley and his
        father Preston, both in police uniform.

                                DUDLEY
                  The day he got the Medal of Valor.
                  A simpler time.

        Remembering, Exley invokes his father's favorite toast.

                                EXLEY
                  To the solving of crimes that
                  require absolute justice.

        Exley raises his glass, but Dudley just watches him.

                                DUDLEY
                  That was his favorite toast.
                         (a beat)
                  I saw the test results on the
                  lieutenant's exam.  You placed
                  first out of twenty-three.

                                EXLEY
                  The youngest applicant by eight
                  years.

                                DUDLEY
                  You'll make lieutenant inside a
                  year.  Patrol division?

                                EXLEY
                  I was thinking Detective Bureau.

        We can see Dudley doesn't approve.

                                DUDLEY
                  You don't have the eye for human
                  weakness to be a good detective.
                  Or the stomach.  You're a
                  political animal, Edmund.

        The criticism stings, but Dudley's a straight shooter.

                                EXLEY
                  You're wrong.

                                DUDLEY
                  Am I...?  Would you be willing to
                  plant corroborative evidence on a
                  suspect you knew was guilty in
                  order to ensure an indictment?

                                EXLEY
                  Dudley, we've been over this.

                                DUDLEY
                  Answer yes or no.

                                EXLEY
                  I... No.

                                DUDLEY
                  Would you be willing to rig crime
                  scene evidence to support a
                  prosecuting attorney's working
                  hypothesis...?  Yes or no, Edmund.

                                EXLEY
                  No.

                                DUDLEY
                  Would you be willing to beat
                  confessions out of suspects you
                  knew to be guilty?

                                EXLEY
                  No.

                                DUDLEY
                  Would you be willing to shoot
                  hardened criminals in the back to
                  offset the chance --

                                EXLEY
                  No.

                                DUDLEY
                  Then for God's sake, don't be a
                  detective.  Stick to assignments
                  where you won't have to make those
                  choices.  Patrol, Internal
                  Affairs, but not the Bureau.

                                EXLEY
                  I know you mean well, Dudley, but
                  I don't need to do it the way you
                  did.  Or my father.

                                DUDLEY
                  At least get rid of the glasses.
                  I can't think of one Bureau man
                  who wears them.


        INT. PRECINCT HOUSE - MUSTER ROOM - NIGHT

        A large impromptu bar has been set-up.  The party is in
        full swing, the floor packed with nightwatch blues.  A
        PHONOGRAPH SPEWS DIRTY CHRISTMAS CAROLS.

        Stensland pours eggnog and Old Crow into the water cooler
        as Bud elbows his way in with another case.

                                STENSLAND
                  Hey, partner.  Grab a cup.

                                BUD
                  I got to write my report first.

                                PASSING COP #1
                  Hear about Helenowski and Brown?
                  They got into a helluva scrap with
                  six taco benders at some bar.
                  Helenowski lost six pints of
                  blood.  Brown's in a coma.

                                PASSING COP #2
                  We ought to teach Paco and his
                  friends a lesson.

        More cops vocie their agreement.  Bottles are passed.
        Only Bud doesn't seem as caught-up as the rest.


        INT. PRECINCT HOUSE - NARCO PEN - NIGHT

        Jack Vincennes at his desk.  Holding the Fleur-de-Lis
        card, Jack dials the number.  A corkboard on the wall is
        posted with press clippings.  "Dope Crusader Wounded in
        Shootout."  "Actor Mitchum Seized in Marijuana Shack
        Raid."  That one includes a shot of Jack ushering Mitchum
        into jail.

                                WOMAN (V.O.)
                         (over phone, like
                          silk)
                  Whatever you desire.

                                JACK
                  Hi... I'd like to get a delivery
                  to Beverly Hills.

                                WOMAN (V.O.)
                         (over phone)
                  I don't think I know you.

        CLICK.  The line goes dead.  Jack redials.

                                WOMAN (V.O.)
                         (over phone)
                  Whatever you desire.

                                JACK
                  Look, a friend of mine gave me
                  this number.  I just --

        The line goes dead again.  Jack dials a new number.

                                OPERATOR (V.O.)
                         (filtered)
                  Pacific Coast Bell.

                                JACK
                  This is Sgt. Vincennes.
                  Requesting a name and address on a
                  phone number.  Hollywood zero-one-
                  two-three-nine.

                                OPERATOR (V.O.)
                         (filtered)
                  Please hold the line... No such
                  number is assigned.

                                JACK
                  I just called it.

                                OPERATOR (V.O.)
                  No, Sergeant.  I checked twice.

                                JACK
                         (realizes, hangs up)
                  A bootleg...


        INT. MUSTER ROOM - NIGHT

        Exley surveys the carousing rowdies.  Raising his
        voice...

                                EXLEY
                  All right, men.  You've had your
                  fun.  Time to break it up.

        The party continues undiminished.  From across the room,
        Stensland eyes Exley with disdain.

                                STENSLAND
                  Fucking Exley.  Guy's got a pole
                  so far up his ass, every time he
                  farts the flag waves.


        WATCH COMMANDER'S OFFICE

        The command not really his, Exley reads a report, ignores
        the party, though his window looks into the thick of it.

        Suddenly a ripple goes through the room.  The men begin
        to push out through a rear door.  Exley stands, stops a
        COP.

                                EXLEY
                  What's going on?

                                COP
                  They got the spics who japped
                  Helenowski and Brown.  Helenowski
                  lost an eye and Brown's got brain
                  damage.

                                EXLEY
                  I have the report right here.
                  They're home with bruises and
                  muscle pulls -- Oh shit...

        Exley starts out after them.


        INT. CELL BLOCK - NIGHT

        Stensland in the lead.  Pulling out a blackjack, he
        enters Cell #4, begins wailing on one of the Mexicans --
        Dinardo.

                                STENSLAND
                  For ours, Pancho. And you're
                  getting off easy.

        Cheered on by drunks in the tank and his fellow officers,
        Stensland goes wild.  He's joined by Lentz, Crumley and
        Tristano.  Shaking his head, Jack Vincennes moves away.


        INT. SQUAD ROOM - NIGHT

        Bud types his report with one finger.  Jack looks in.

                                JACK
                  White, you better get a lease on
                  Stens before he kills someone.


        INT. CELL BLOCK - NIGHT

        Followed by Jack, Bud forces his way through the crowd.
        The men who see it's him quickly clear a path.

        Swigging from a pint of gin, Stensland works skinny
        GARCIA.  Head saps.  The kid drops to his knees drooling
        blood.

        Bud grabs Stensland, hauls him off of Garcia who looks
        up.

                                GARCIA
                  Fuck you, pendejo.

                                BUD
                  Yeah yeah...

                                GARCIA
                  And fuck your mother too.

        Bud sees red.  Letting go of Stensland, Bud White picks
        up Garcia by the neck.  There are cheers, "Attaboys" and
        "Holy Fucks" as Bud bangs Garcia's head on the ceiling.

                                EXLEY
                         (arriving)
                  Stop, Officer!  That's an order!

        Cops block Exley's way.  As Bud looks over, Garcia kicks
        him in the balls.  A dangling shot.  Bud keels into the
        bars, Garcia stumbles out of the cell, smack into Jack.

        Jack looks down aghast at blood on his cashmere blazer,
        then puts Garcia down with a left-right.

        Exley pulls a pad of paper and pen form his pocket.

                                EXLEY
                  You're going in my report!  All of
                  you!

        Exley has just started taking names when Bud grabs him by
        the scruff of the neck and hauls him off balance into...


        HALL

        As Exley struggles, a cop opens the door to the store
        room.  Bud slings Exley inside, then slams the door
        tight.  Exley is locked in.  As Bud moves off, we hear
        POUNDING.

                                EXLEY (V.O.)
                  Let me out!  That's an order!


        CELL BLOCK

        The Herald Reporter and photographer enter unchaperoned
        and unnoticed.  Stensland swings like a madman.  That's
        when a flashbulb goes off.  Freezing everyone in black
        and white.

                                                   DISSOLVE TO:


        INT. CHIEF'S OFFICE - DAY

        The CHIEF sits behind a desk in a four-star uniform.
        Dudley Smith sits to his left, D.A. Ellis Loew to his
        right.  Seen earlier at the Mickey Cohen press
        conference, Loew is the only civilian.  Bud White stands
        across from them.  There to be judged.

                                CHIEF
                  Officer White, you've refused to
                  cooperate with Internal Affairs.
                  But you should know this is bigger
                  than a police board.  Indictments
                  may be handed down.  Quite
                  frankly, we need police witnesses
                  to offset the damage done to the
                  Department's image.  Will you
                  testify?

        Bud glances to a gray tinted mirror, then to the Chief.

                                BUD
                  No, sir.  I won't.

        The Chief sighs, looks to Loew.

                                CHIEF
                  District Attorney Loew.

        Loew steps to Bud, holds up a newspaper with the cell
        block photo.  The headline:  "BLOODY CHRISTMAS."

                                LOEW
                  Bloody Christmas.  The press love
                  to label.  You and Officer
                  Stensland brought the liquor into
                  the precinct.  Stensland was
                  already drunk.  Do you see how
                  appearing as a voluntary witness
                  against him could offset the
                  damage you've done to yourself?

                                BUD
                  I won't do it.
                         (staring at mirror)
                  I won't testify against my partner
                  or anyone else.

                                LOEW
                  This man is a disgrace.

                                CHIEF
                  Your badge and gun, Officer.

        Bud sets them on The Chief's desk.

                                CHIEF
                  This is the new L.A.P.D., White.
                  You're suspended from duty and
                  dismissed.

        Turning, White shoots the mirror a stiff middle finger as
        he makes his way out.  Dudley Smith hides a smile.


        OTHER SIDE OF GLASS

        Exley watches, involuntarily leans back as Bud passes on
        the other side of the glass.


        THE CHIEF'S OFFICE

        Dudley, Loew and The Chief wait as Exley enters.

                                CHIEF
                  Ed, your observations have been
                  astute.  What's your assessment of
                  this situation?

                                EXLEY
                  The public demands justice, sir.
                  This was a full-fledged riot of
                  policemen.  Shift the guilt to men
                  whose pensions are secured.  Force
                  them to retire.  But someone has
                  to swing.  Indict, try and convict
                  Stensland and Bud White.  Secure
                  them jail time.  Feed them to the
                  sharks, sir.  Protect yourself;
                  protect the department.

        Dudley gives Exley a look.  He's angry with him.

                                DUDLEY
                  Stensland's a disgrace.  Straight
                  D fitness reports from every C.O.
                  he ever served under.  But White
                  is a valuable officer.

                                EXLEY
                  White's a mindless thug.

                                DUDLEY
                  No, Edmund.  He's a man who can
                  answer yes to those questions I
                  ask you from time to time.

        The Chief interrupts with his own concern.

                                CHIEF
                  I want to know who we give the
                  public in contrast?  The
                  department needs role models.
                  Clean-cut, forthright men the
                  public can admire.

                                EXLEY
                  I'll testify, sir.  I'm not afraid
                  to do what's right.

                                CHIEF
                  And I'll promote you.  You'll be a
                  lieutenant immediately.

        Exley seizes the moment, going over Dudley's head.

                                EXLEY
                  Detective lieutenant.

        The Chief and Dudley exchange a look.  Neither approves.

                                CHIEF
                  Ed, you're 30.  Your father didn't
                  make lieutenant until he was 33.

                                EXLEY
                  I know that, sir.  I also know
                  that when he made lieutenant, it
                  was as a detective.

                                LOEW
                         (interrupting)
                  Before we start polishing our
                  laurels, it would look better if
                  we had a corroborative witness.

                                DUDLEY
                  That'll be hard to come by.  The
                  men hate a turncoat.

                                EXLEY
                  Jack Vincennes.  He's the
                  technical advisor on 'Badge of
                  Honor,' sir.  He lives for it.
                  That's the way to get him.

                                CHIEF
                  All right, Ed.
                         (into desk
                          intercom)
                  Call Sergeant Vincennes.

        As Exley starts out, Dudley pulls him aside, speaks low.

                                DUDLEY
                  You'll reap the benefits, but are
                  you truly prepared to be despised
                  within the department?

                                EXLEY
                  Yes, Dudley.  I am.

                                DUDLEY
                  So be it.


        JACK VINCENNES

        Looking sharp, he strides down the hall, enters the...


        CHIEF'S OFFICE

        Round two.  Centred on Jack.  Exley is gone.

                                DUDLEY
                  Sergeant, we'll get right to it.
                  Nine civilian witnesses have
                  identified you as hitting Ezekiel
                  Garcia.

                                LOEW
                  But my office has a stellar
                  witness who will tell the grand
                  jury that you hit back only after
                  being hit.

                                JACK
                  What do I have to do?

                                LOEW
                  Testify against the three officers
                  who have already earned their
                  pensions.  Our key witness will
                  testify roundly, but you can plead
                  ignorance to questions directed at
                  the other men.

                                CHIEF
                  I'll guarantee you a slap on the
                  wrist.  A brief suspension
                  followed by a temporary transfer
                  from Narcotics to Ad Vice.
                         (a beat)
                  When you transfer out of Vice,
                  you'll be back on the show.

                                JACK
                  The show, sir?

                                CHIEF
                  Badge of Honor, Vincennes.  We
                  need to tone down your profile for
                  a bit.

        The Chief just got Jack where he lives.

                                DUDLEY
                  John, I doubt you've ever drawn a
                  stupid breath.  Don't start now.

                                JACK
                  Okay.  I'll do it.

        Smiles all around.  Loew smiles at the two-way.  A move
        not lost on Jack who wonders who might be on the other
        side.

                                CHIEF
                  Dismissed, Vincennes.

        Jack leaves.  The Chief steps to the mirror, looks
        through.

                                CHIEF
                  So be it.  Detective Lieutenant.


        OTHER SIDE OF GLASS

        Exley clenches his fist in victory.  The Chief continues.

                                CHIEF
                  Ace them at the grand jury
                  tomorrow, son.  Wear the smart-
                  looking suit and ace them.  And,
                  Ed?  Lose the glasses.


        INT. ROOM 114 (GRAND JURY WITNESS ROOM) - DAY

        Glasses off, Exley waits, looks up as Jack enters.

                                JACK
                  You're the key witness?

                                EXLEY
                  That's right.

                                JACK
                  I should've known.  What's the
                  Chief throwing you?

                                EXLEY
                  Throwing me?

                                JACK
                  Yeah, Exley.  What's the payoff?

                                EXLEY
                  You're the payoff expert.  I'm
                  just doing my duty.

                                JACK
                  You're playing an angle, college
                  boy.  You're getting something out
                  of this so you don't have to
                  hobnob with the fucking rank and
                  file cops who'll hate your guts
                  for snitching.  If they're making
                  you a detective, watch out.  Some
                  Bureau guys are gonna burn in this
                  and you're gonna have to work with
                  friends of theirs.

                                EXLEY
                  What about you?

                                JACK
                  I'm snitching three old timers
                  who'll be fishing in Oregon next
                  week.  Next to you I'm clean.  And
                  smart.

        At that, a CLERK steps in from the hallway.

                                CLERK
                  Edmund J. Exley to chambers.

        As Exley's about to go...

                                JACK
                  Just remember, Bud White'll fuck
                  you for this if it takes the rest
                  of his life.  They already
                  suspended him.  Just pray he cops
                  a deal and stays on the Department
                  because that is one civilian you
                  do not want on your case.


        INT. TWILIGHT LOUNGE - NIGHT

        An old black guy in a frayed, threadbare tux plays piano.
        Bud, nursing a highball at the bar, steps over to a
        REDHEAD with too much make-up on too many miles.

                                BUD
                  That an old fashioned you're
                  drinking?
                         (as she nods)
                  My name's Bud.

                                REDHEAD
                  Nobody was born with the name Bud.

                                BUD
                  They stick you with a name like
                  Wendell, you look for an alias.

                                REDHEAD
                  What do you do, Bud?

                                BUD
                  I'm sorta between jobs.  Look,
                  what do you say we, uh...

        A hand on Bud's shoulder.  He turns to see Dudley Smith.

                                DUDLEY
                  Lad, may I have a word with you?

                                BUD
                  This business, Captain?

                                DUDLEY
                  Say goodnight to your friend and
                  join me by those back tables.

        Dudley starts off.  Bud turns back to Redhead, but she's
        already talking to a sailor.


        BOOTH

        Dudley sits at a table.  A newspaper is opened, a little
        mound underneath.  Bud joins Dudley.

                                BUD
                  Does that paper say we've been
                  indicted?  Does it say Exley's a
                  hero for squealing me and
                  Stensland off?

                                DUDLEY
                  He made his play amd he got what
                  he wanted.  They're making him a
                  detective.

                                BUD
                  Captain, what do you want?

                                DUDLEY
                  Call me Dudley.

                                BUD
                  Dudley, what do you want?

                                DUDLEY
                  Lad, I admire your refusal to
                  testify and your loyalty to your
                  partner.  I admire you as a
                  policeman, particularly your
                  adherence to violence as a
                  necessary adjutant to the job.
                  And I am most impressed with your
                  punishment of wife beaters.  Do
                  you hate them, Wendell?

                                BUD
                         (looks away)
                  Yeah, I hate them.

                                DUDLEY
                  And for good reason judging from
                  what I know of your background.

        Bud looks back over.  Dudley's getting too personal.

                                BUD
                  What's going to happen to
                  Stensland?  He'll give himself
                  cirrhosis over this.  He's one
                  year from his pension.

                                DUDLEY
                  It would've happened years ago if
                  you hadn't carried him.  Why the
                  loyalty, Wendell?

                                BUD
                  He helped me out once.  That's all.

                                DUDLEY
                  Your partner's through.
                  Department scapegoat on the
                  Chief's orders.  He's been billed,
                  he'll be indicted and he'll swing.

                                BUD
                  Him and me both.  Fucking Exley.

                                DUDLEY
                  Don't underestimate his skills.
                  As a politician he exceeds even
                  myself.  But the department needs
                  smart men like Exley and... direct
                  men like yourself

                                BUD
                  What do you want?

                                DUDLEY
                  Wendell, I want you to come to
                  work for me.

                                BUD
                  Doing what?  Mowing your fucking
                  lawn?

        Smith yanks the newspaper revealing Bud's badge & .38
        Special.  Bud can't believe his eyes.

                                DUDLEY
                  They're yours.  Take them.

                                BUD
                  I knew you had juice, but...
                  There's no goddamn bill on me?

                                DUDLEY
                  Four of the defendants recanted
                  their testimony.

                                BUD
                  How?

        Dudley dismisses the question with a wave of his hand.

                                DUDLEY
                  I need you for an assignment the
                  Chief's given me the go-ahead on.
                  A duty few men are fit for, but
                  you were born for.  You'll be
                  working out of Homicide.

                                BUD
                         (excited)
                  Homicide?  A detective?

                                CHIEF
                  Your talents lie elsewhere,
                  Wendell.  It's a muscle job and
                  shooting job.  You'll do what I
                  say and not ask questions.  Do you
                  follow my drift?

                                BUD
                         (disappointed)
                  In Technicolor.

                                DUDLEY
                  Will you work for me?

                                BUD
                  Of course... But how?

                                DUDLEY
                  How what, Wendell?

                                BUD
                  How'd you get them to retract?

        Dudley lays brass knuckles on the table.  They're
        chipped, caked with blood.

                                                   DISSOLVE TO:


        L.A. MONTAGE

        Over the pop song "STRANGER IN PARADISE."

        A)  EXT. GRAUMAN'S CHINESE - NIGHT

            Frank Sinatra at the premiere of From Here to
            Eternity.

        B)  INT. KLUB ZAMBOANGA - NIGHT

            Charlie "Bird" Parker makes magic before an
            appreciative, mostly black crowd.

        C)  TORCH SONG TAVERN (RIVERSIDE) - NIGHT

            Nate Janklow exits with his latest flame.  A mob
            lieutenant, Nate was last seen with Mickey Cohen
            outside the Federal Courthouse in the opening
            montage.  A CAR SCREECHES up.  TWO GUNS aim and Nate
            and his date do down in a proverbial HAIL OF LEAD.

        D)  EXT. FREEWAY - DAY

            A groundbreaking.  The Mayor scrapes at the ground
            with a gold shovel.  Pierce Patchett is among the
            distinguished guests.

        END OF MONTAGE


        EXT. HOLLYWOOD HIGH SCHOOL - DAY

        The marquee gushes:  "Today Sgt. Joe Reno:  Badge of
        Honor Star Brett Chase."


        INT. HOLLYWOOD HIGH SCHOOL - AUDITORIUM - DAY

        A nerdy 14-YEAR-OLD asks Brett Chase:

                                14-YEAR-OLD
                  Why'd you become a policeman?

                                CHASE
                  I'm not a policeman.  I just play
                  one on television.  But I think I
                  can answer for them.  To help
                  people.  That's why I do the show.

        Chase looks over and winks at Jack who waits in the
        wings.

                                CHASE
                  To protect and serve.  It's not
                  just a motto.

        As the kids applaud, Chase joins Jack who gives him a
        quick drag of a cigarette.  A nervous PA joins them.
        Chase points out a fetching girl in the second row.

                                CHASE
                  That one.  In the sweater.
                         (to Jack)
                  They also serve who only stand and
                  wait.

        Chase and Jack watch the PA ask "Sweater" a question
        while pointing to Chase.  Maybe sixteen, she nods "yes"
        eagerly.

                                CHASE
                  Jack, I'll see you Monday on set.

                                JACK
                  I won't be there.  They're toning
                  down my profile.


        PRINTING PRESS

        The latest issue of Hush-Hush flies through.  On the
        cover:  "Gail Russell Caught In Love Nest.  Nymph or
        No?"


        INT. CITY JAIL - DAY

        Bud White flips through today's booking slips, finds one
        that's interesting.  Reading to himself...

                                BUD
                  Domestic.  Assault and battery.

        Containment Squad strong-arms, BREUNING and CARLISLE
        pause as they pass.

                                CARLISLE
                  Ready to go, Bud?

                                BUD
                  I'll be there in five minutes.


        CITY JAIL - HALLWAY

        Bud walks to a door covered in sheet metal.  He opens it
        to reveal a holding tank with a burly, jumpsuited
        PRISONER.

                                BUD
                  I hear you like to hit women.

                                PRISONER
                  My wife.  She's dropping charges
                  so it's none of your business.

        Bud enters, closes the door behind him.  A beat, we hear
        the sounds of FISTS ON FLESH.  It's Bud's business now.


        INT. BEVERLY HILLS MANSION - STUDY - NIGHT

        Deuce Perkins (the Mickey Cohen narcotics lieutenant seen
        earlier) stands at the bookshelf.  He pulls down books to
        reveal a shoe box.  He sets it on his desk, pulls back
        the cover to reveal several bags of white powder.
        Heroin.

        A BRANCH SNAPS outside.  Perkins opens a drawer, fishes a
        revolver.  Turning off the light, he heads to the window.
        His finger parts the curtains.  At that instant, he
        staggers, falls as GUNFIRE rips into him.

        The heroin just sits there on the desk.


        EXT. McNEIL PENITENTIARY - DAY

        Grim-faced guards scan the yard from machine-gunned
        towers.


        INT. McNEIL PENITENTIARY - VISITOR BOOTH - DAY

        Mickey Cohen sits across from visitor Johnny Stompanato.
        Cohen is going off the handle.

                                COHEN
                  What do you mean Deuce Perkins got
                  clipped last night?!

                                STOMPANATO
                  They shot him in his library.

                                COHEN
                  I don't want a floor plan; I want
                  to know who!  Who's taking the
                  ticket for this, Johnny?

                                STOMPANATO
                  Nobody.  At least not yet.

                                COHEN
                  And what about the merchandise
                  Deuce was holding for me?

                                STOMPANATO
                  Gone.  Not a trace.

                                COHEN
                  Some ferstunkener is moving in and
                  we don't know who?!  Maybe we
                  should ask Hedda Hopper!

        As "STRANGER IN PARADISE" ENDS, so does the MONTAGE.


        INT. BRIEFING ROOM - AD VICE - DAY

        Addressing the squad, a no-nonsense VICE CAPTAIN picks up
        a stack of magazines.

                                VICE CAPTAIN
                  Picture-book smut, gentlemen.
                  There's been a bunch of it found
                  at collateral crime scenes lately.
                  Mostly narcotics and prostitution
                  collars.

        As the Vice Capt. hands it out for the men to examine,
        new member Jack Vincennes arrives late.

                                VICE CAPTAIN
                  Look who's back from suspension.
                  We're honored, Sergeant Jack.

        The men laugh.  Jack sits, flips a magazine.  Men and
        women.  Men and men.  Girls and girls.  Girls and horses.

                                JACK
                  Gee.  The Great Jerk-Off Book
                  Caper of 1953.

                                VICE CAPTAIN
                  Vincennes, is there someplace
                  you'd rather be?

                                JACK
                  Yeah, Cap.  Back in Narcotics.

                                VICE CAPTAIN
                  Oh?  Anyplace else?

                                JACK
                  Working whores with squad two.

                                VICE CAPTAIN
                  Maybe you should have thought of
                  that before you made Bloody
                  Christmas page one.

        Vice Capt. retrieves the magazines, hands them to Jack.

                                VICE CAPTAIN
                  They're yours.  Make a major case,
                  Sergeant.  It's the only way
                  you're getting out of here.

        Exaggerated "oohs" and "aahs" from the men.

                                VICE CAPTAIN
                  Dismissed, gentlemen.

        As they go, Jack sees the books are stamped:  "Fleur-de-Lis
        Whatever you desire."  Jack takes the matching
        business card from his wallet, the one he found on
        Christmas Eve.

                                VICE CAPTAIN
                  Roll, Vincennes.  No sidetracks.
                  This is Ad Vice, not Narco.


        INT. HOLLYWOOD STATION - NARCO PEN - DAY

        Jack Vincennes is at his desk.  Holding the Fleur-de-Lis
        card, magazines spread before him, Jack dials the number.


        INT. HUSH-HUSH MAGAZINE OFFICE - DAY

        Sid Hudgeons sits behind his desk, answers the phone.

                                HUDGEONS
                  Hush-Hush.  Off the record and on
                  the Q.T.

                                JACK (V.O.)
                  Sid, it's Vincennes.

                                HUDGEONS
                  Jackie, are you back on Narco?  I
                  need copy.

        INTERCUT WITH Jack at his desk:

                                JACK
                  No.  But I've got something going
                  with Ad Vice.

                                HUDGEONS
                  Something good?

                                JACK
                  Don't know.  I'm chasing picture
                  books.  Fuck shots, but the posers
                  don't look like junkies.  It's
                  well done stuff.  I thought you
                  might have heard something.

        Hudgeons reaches into a stack of papers, pulls out a
        magazine like the one Jack has.

                                HUDGEONS
                  Not a word.

                                JACK
                  What about Fleur-de-Lis?  Their
                  slogan's 'Whatever you desire.'

                                HUDGEONS
                  No.  No, I've heard bupkis.  Jack,
                  I'll talk to you later.  Call me
                  when you get something I can use.
                  Smut's from hunger.  For sad sacks
                  who can't get their ashes hauled

        The LINE CLICKS off.  Jack hesitates a moment before
        cradling the receiver.  Something's not right here.


        EXT. HOLYWOOD STATION - PARKING LOT - TWILIGHT

        As Exley pulls in, his two-way drones:

                                DISPATCHER (V.O.)
                  Park Rangers report three Negro
                  youths discharging shotguns into
                  the air in Griffith Park.
                  Suspects are driving a late model
                  purple Mercury Coupe.

        As the report ends, Exley switches off the two-way and
        gets out of his car.


        INT. HOLLYWOOD STATION - SQUAD ROOM - NIGHT

        Accompanied by Bud, Dick Stensland crams the contents of
        his desk into a box.  Well-wishing cops pat him on the
        back, offer words of encouragement, but Stensland looks
        like he's going to cry.

        It's very bad timing as Exley enters, comes face-to-face
        with them.  This is hatred.

        Acting on impulse, Bud goes after Exley.  It's a mauling.
        Four vicious body shots.  A potentially lethal head shot
        sails wide as Exley falls to the ground.

        As four men move to hold Bud back, Exley looks up at him.

                                EXLEY
                         (gasping)
                  You're just a thug, White.  That's
                  all you'll ever be.

        Dudley steps into the fray.  He helps Exley to his feet.

                                DUDLEY
                  You should stay away from a man
                  when his blood is up.

                                EXLEY
                  His blood's always up.

        Four cops are genuinely having trouble holding Bud back.
        Dudley watches with something bordering on admiration.

                                DUDLEY
                  Then maybe you should stay away
                  from him all the time.


        EXT. HOLLYWOOD STATION - PARKING LOT - NIGHT

        Accompanied by Bud, Stensland reaches his car, loads his
        box of stuff into the trunk.  Bud is moody, pensive.

                                STENSLAND
                  Don't look so down in the mouth,
                  Bud.  You nailed him good.

                                BUD
                  Yeah, sure... I got a couple of
                  hours before I have to be at the
                  Victory.  Want to grab a beer?

                                STENSLAND
                  Rain check me, partner.  I got
                  something big going on tonight.

                                BUD
                  What?  That new mystery girl
                  you've been seeing?

                                STENSLAND
                  No.  I'll tell you sometime.  Not
                  now.  Don't want to jinx it.  But
                  it could take the edge off that
                  jail time I got coming.

                                 BUD
                  What are you talking about?

                                STENSLAND
                  It's confidential, Bud.  Like that
                  magazines Vincennes scams for.
                  Hush-Hush.
                         (smiles)
                  I'll see you tomorrow.  And hey,
                  if it works out, you'll get a
                  piece of it.

        Stensland gets in the car, drives off.  Bud is left
        alone.


        INT. HOLLYWOOD STATION - SQUAD ROOM - NIGHT

        Exley sits alone in a sea of desks.  The SQUAWK BOX
        DRONES.  Exley squints at the clock on the wall, can't
        make it out.  He takes his glasses from the inside of his
        jacket.  2:00 A.M.  Finally, something to do.  He walks
        to the wall calendar, tears off Feb. 28 to reveal Mar. 1.

        As Exley sits, the call SQUAWK BOX booms to life.

                                VOICE
                  Squad call!  Nite Owl Coffee Shop
                  One-eight-one-two-four Cherokee!
                  Multiple homicides!  Multiple
                  homicides!  Code three!


        EXT. HOLLYWOOD AND CHEROKEE - NIGHT

        Patrol cars.  Blues setting up a crime scene blockade.
        Exley pulls up, DOUSES his SIREN.  PATROLMAN #1 runs
        over.

                                PATROLMAN #1
                  Loads of people down.  Men.
                  Women.  I stopped for coffee --

        Exley pushes him aside, heads for the door.  It's wide
        open.


        INT. NITE OWL - NIGHT

        Exley takes mental snapshots.  Ten stools front a
        counter.  The side wall mural-papered:  winking owls
        perched on street signs.  On the right a string of
        tables.  Three in disarray.  Food spilled, dishes broken.
        A high-heel pump by an upended chair.

        Heel drag marks across the linoleum floor heading back
        toward the kitchen.  Exley follows.  Past an open, empty
        cash register.  Outside -- SIRENS.


        SERVICE RUNWAY

        Crisscrossed drag marks connect, lead to a walk-in...


        FOOD LOCKER

        Blood-soaked bodies on the floor.  Five, maybe six in a
        tangle.  Dozens of shotgun shells float in the pools of
        blood.  As Exley struggles to maintain his composure...

                                ROOKIE (O.S.)
                  Holy shit fuck...

        Exley looks at a green-faced ROOKIE in the locker
        doorway.

                                ROOKIE
                  S-s-sir, there's a captain outside
                  wants to see you.

                                EXLEY
                  Don't get sick!  Not in here!

        Exley shoves the Rookie, puking, out the door.


        EXT. NITE OWL - NIGHT

        Patrolmen hold back a swarm of reporters and rubber-
        neckers.  HORNS BLAST.  Motorcycles run interference for
        meat wagons cut off by the crown.  As Ed emerges,
        reporters surge, shout questions.  Exley hurries past,
        finds Dudley in command and barking orders.

                                EXLEY
                  Sir, I took the call.  It's my
                  case.

                                DUDLEY
                  Edmund, you don't want it and you
                  can't have it.

                                EXLEY
                  Yes, I do, sir.

                                DUDLEY
                  It's mine.  I'll make you my
                  second in command.

        Exley spots a photographer moving in.  He looks properly
        serious as the flash bulb pops.


        INT. NIGHT OWL - NIGHT

        Forensics Chief RAY PINKER walks Exley and Dudley
        through.

                                PINKER
                  We got a total of forty-five spent
                  12-gauge Remington shotgun shells.
                  Three men with five-shot-capacity
                  pumps.  All of them reloading
                  twice.

                                EXLEY
                  Hold on... We need to canvass.
                  See if a purple Mercury was seen
                  around here tonight.

                                DUDLEY
                  Why?

                                EXLEY
                  We got a call earlier on three
                  Negro youths.  Firing shotguns in
                  Griffith Park from a late-model
                  purple Mercury Coupe.

                                DUDLEY
                         (to his adjutant)
                  Get on it.

        A FORENSICS COP approaches Pinker.

                                FORENSICS COP
                  We got an I.D. on one of the
                  victims, sir... I think it's Dick
                  Stensland.

        Exley and Dudley react, look at each other.


        EXT. VICTORY MOTEL - DAWN

        Set in a no-man's-land of bulldozed homes.  A sign
        proudly announces the impending arrival of the freeway.
        The motel is surrounded by a barbed-wire fence.
        Abandoned but for a pair of LAPD cars and a light burning
        in room 6.

        An unmarked pulls up and Exley and Dudley step out.  They
        start forward, but a SCREAM inside 6 stops Exley short.

                                DUDLEY
                  With Mickey Cohen in prison, Los
                  Angeles is organized crime free.
                  The Chief wants it to stay that
                  way, Edmund.  The means are not
                  for the weak-hearted.


        INT. VICTORY MOTEL - ROOM 6 - DAWN

        Bare.  A table and chair bolted to the floor.  A tough
        FLAT-NOSED GANGSTER is cuffed to the hot seat.  On the
        table are a .45 and a fat roll of $100 bills.

        Breuning and Carlisle watch as Bud White delivers a
        couple of short, stiff body shots.  Flatnose is not used
        to being on the receiving end.  All the same, we get the
        idea Bud's a bit reluctant.

        Bud's back is to Dudley and Exley who enter behind him.

                                DUDLEY
                  Come, Wendell, you can do better
                  than that.

        Bud turns, sees Exley and Dudley.  A beat.  As Bud looms
        over Flatnose, the gangster babbles.  Snitch-frenzied.

                                FLATNOSE
                  I know things.  I hear things.
                  Like with the Mick inside, things
                  are on this weird slowdown.
                                (MORE)

                                FLATNOSE (CONT'D)
                  These shooter teams, bang bang
                  bang, they're 86-ing Mickey
                  Cohen's men.

                                DUDLEY
                  We know all that, lad.  Tell us,
                  who do these shooters work for?

                                FLATNOSE
                  I don't know.  No one knows.
                  Maybe they're mavericks.  You want
                  a prostie roust?  Huh?  Some narco
                  action?
                         (breaking down)
                  What do you want?!

                                DUDLEY
                  We want you to go home.
                         (to Breuning)
                  Uncuff him, Michael.

        Dudley turns to Exley.

                                DUDLEY
                  Mr. Sifakis is a known loan shark
                  from San Francisco.  He arrived
                  this afternoon at Union Station.
                  Looking for business opportunities
                  in our fair city.  An organized
                  crime associate in need of re-
                  education in the ways of polite
                  society.

        Uncuffed, Flatnose rubs his wrists.  Wary.  As Breuning
        steps back, Flatnose snatches the .45 off the table.

                                FLATNOSE
                  Motherfuckers!

        Exley dives for cover, but the other four cops just stand
        there.  Dudley looks down on the floor at Exley.

                                DUDLEY
                  It's part of the play, Edmund.  A
                  sincerity test.

        Flatnose looks at the gun a beat, then squeezes the
        TRIGGER.  CLICK CLICK.  No bullets.

                                DUDLEY
                         (to Breuning)
                  Sit him back down.

        CLICK, CLICK.  They shove Flatnose back in the hot seat.
        Dudley offers a hand to Exley, helps him to his feet.

                                DUDLEY
                  Wendell, you need to accompany
                  Detective Lieutenant Exley on
                  official police business.  I'll
                  finish up here.


        INT. EXLEY'S PLYMOUTH - DAY

        They drive in silence.  No love lost here.  Finally.

                                 BUD
                  Where are we going?

                                EXLEY
                  It's a surprise.  You like
                  surprises, don't you, White?


        EXT. COUNTY MORGUE - DAY

        Exley pulls up.  Bud looks to him.  Really curious now.


        INT. COUNTY MORGUE - HALLWAY - DAY

        Exley and Bud walk.  An orderly wheels a covered corpse
        toward them from the other end of the hall.  Bud's
        spooked.  The orderly wheels the body in to the
        examination room.

        As Bud and Exley pass, the CORONER pulls back the sheet,
        is surprised at the sight of a woman who we don't quite
        see.

                                CORONER
                  Call me crazy, but for a second I
                  thought it was Rita Hayworth.


        MORGUE MEAT LOCKER

        Exley and Bud walk past a wall of drawers to where a
        coroner's assistant waits.

                                EXLEY
                  We need you to I.D. the body.
                  There's no next of kin and you
                  knew him best.  So tell me...

        The assistant pulls open drawer 12.  A naked man.

        A tag on his toe and half his face blown off.

                                EXLEY
                  Is that Dick Stensland?

        Stunned, Bud stares at what's left of his old partner.

                                 BUD
                  Yeah, that's Stens.

                                EXLEY
                  Hell of a way to avoid a prison
                  sentence.

        Bud's torn between wanting to smash Exley and finding out
        why Stensland is dead.  He squeezes out the words.

                                BUD
                  What happened?

                                EXLEY
                  Someone held up a coffee shop,
                  panicked and killed six people.

        Then, from the hall...

                                WOMAN (O.S.)
                  Not my baby!  Not my little girl!


        INT. COUNTY MORGUE - EXAMINATION ROOM - DAY

        HILDA LEFFERTS, 50, enters with the coroner to ID the
        body of her daughter, Susan.

        There's stray buckshot in the upper chest and shoulders,
        but a sheet hides the real damage.  It's the girl Bud saw
        outside Hollywood Liquor.  Without the black eyes, she
        does look like Rita hayworth.

        As Bud and Exley appear, Mrs. Lefferts looks confused.

                                CORONER
                  Is this your daughter, Mrs.
                  Lefferts?

                                MRS. LEFFERTS
                  I -- I don't know.

                                EXLEY
                  We know this is difficult.  Just
                  take your time and look again.

        Exley doesn't realize, but Bud recognizes the deceased.

                                MRS. LEFFERTS
                  It seems like my Susan, but...

                                EXLEY
                  When was the last time you saw
                  her, Mrs. Lefferts?

                                MRS. LEFFERTS
                  At Christmas.  We had fought.  I
                  didn't like her boyfriend.  I --
                  she has a birthmark on her hip.

        The Coroner lifts the sheet.  Mrs. Lefferts gasps.

                                MRS. LEFFERTS
                  It's her.  My baby.  Dear God...

        As Mrs. Lefferts swoons, Bud and Exley both hold her up.


        INT. LAPD HEADQUARTERS - BRIEFING ROOM - DAY

        The room buzzes, jammed to the rafters with every
        detective standing ready.  The Chief waits as Dudley
        Smith takes the mike, holds up an L.A. Times headline.

                                DUDLEY
                  'Nite Owl Massacre.'  Hyperbole
                  aside, this is a heinous crime
                  that requires a swift resolution.
                  The public will demand it and this
                  department will provide it.  Six
                  victims.  One of them, one of our
                  own -- Dick Stensland.
                         (as the cops react)
                  As it happens, he was a Nite Owl
                  regular.  In the wrong place at
                  the wrong time.

        Bud White listens, not too sure.  Stensland said he had
        something big going on...

                                DUDLEY
                  Robbery looks like the motive.  We
                  have rubber glove prints on the
                  register and preliminary forensics
                  strongly lean toward a trio of
                  gunmen.  We do have one hot lead,
                  so listen well.  Three Negro
                  youths were seen last night
                  discharging shotguns in the air at
                  Griffith Park.
                  A park ranger I.D.ed them as
                  driving a 1948 to 1950 Mercury
                  Coupe, purple in color.  An hour
                  ago, a canvassing crew found a
                  news vendor who saw a purple Merc
                  Coupe parked across from the Nite
                  Owl around 3:00 A.M.

        The room goes loud, a big rumbling.  Dudley holds up a
        list.

                                DUDLEY
                  The D.M.V. worked all night to get
                  us a registration list on '48 to
                  '50 purple Mercs.  There are 142
                  registered to Negroes in L.A.
                  County.  Fifty two-man teams will
                  shake three names apiece.  Hot
                  suspects you'll bring here.
                  Interrogation rooms have been set
                  up.  They'll be run by Lieutenant
                  Edmund Exley.  Hollywood Squad.

        Catcalls.  Boos.  The Chief steps to the mike.

                                CHIEF
                  Enough on that.  Gentlemen, just
                  go out and get them.  Use all
                  necessary force.  The people of
                  Los Angeles demand it.

        The men exchange knowing looks.  The real message:  kill
        them clean.  Exley doesn't approve.  As the men hurry
        out...

                                EXLEY
                  He might as well have put a bounty
                  on them.


        INT. SQUAD ROOM - DAY

        Detectives pairing up and moving out.  Scanning his three
        name list, Bud joins his PARTNER for the day.

                                 BUD
                  Can you take them?  I got
                  I got something I gotta do.

                                PARTNER
                  Christ, I don't know.  What if one
                  of these names...

                                 BUD
                  What I gotta do is for Stensland.
                  My partner.

        The guy looks at him a beat, nods.  As Bud heads off...


        EXLEY

        watches everyone go.  Wishes he could be part of the
        action.  He spots Jack talking to his REDNECK partner for
        for the day.


        JACK AND REDNECK

        Redneck chews tobacco, has a Texas drawl.

                                REDNECK
                  Where to, Trash?

                                JACK
                  If we go by the list, we have
                  about zero chance of making the
                  collar.  But I know a guy who
                  knows what's going on south of
                  Jefferson.  I'm betting he could
                  put us at 50/50.

                                REDNECK
                  I don't know...

        As Redneck thinks, Exley steps up.  He's overheard.

                                EXLEY
                  I'll take those odds.
                         (to Redneck)
                  Take off.  We got it from here.

        Jack stares.  Redneck shrugs, spits tobacco juice in a
        cup.

                                REDNECK
                  Between the two of you guys, you
                  should bring along a photographer.


        INT. HOLLYWOOD LIQUOR - DAY

        Last time we saw the Owner was Christmas Eve.  He looks
        up from a customer as Bud strides in, badge out front.

                                 BUD
                  I need an address on a customer of
                  yours.  Her name was Lynn.

                                OWNER
                  That's all I have to go on?

                                 BUD
                  Yeah.  And I think you already
                  know who I mean, so cough it up.

                                OWNER
                  Lynn Bracken.  There's a billing
                  address and a delivery address.

                                 BUD
                  Give me both.  Billing first.


        EXT. 1184 GRETNA GREEN, BRENTWOOD (PATCHETT'S) - DAY

        A big, pink Spanish mansion with lots of tile.  Also last
        seen outside Hollywood Liquor on Christmas Eve, Pierce
        Patchett is in the front yard, chipping golf balls over a
        koi pond.  They land in a tight grouping.  As he tees up:

                                 BUD (O.S.)
                  You must slay 'em at the country
                  club.

        Bud's halfway up the walk.  Patchett sees the cuffs
        hooked to his belt.  Patchett is cool as can be.

                                 BUD
                  Are you Pierce Patchett?

                                PATCHETT
                  I am.  Are you soliciting for
                  police charities?  The last time,
                  you people called at my office.

                                 BUD
                  I'm a homicide detective.  Where
                  were you last night?

                                PATCHETT
                  I was here, hosting a party.  Who
                  was killed and why do you think I
                  can help?

                                 BUD
                  Richard Stensland.

                                PATCHETT
                  I don't know him.  Mr...

                                 BUD
                  Officer White.  How about Susan
                  Lefferts?  You know her?

                                PATCHETT
                         (sighs, concedes)
                  You know I do or you wouldn't be
                  here.  How did you find me?

                                 BUD
                  We met outside Hollywood Liquors
                  on Christmas Eve.  This is where
                  Lynn Bracken's booze bills go.

                                PATCHETT
                  Of course...

                                 BUD
                  Sue Lefferts died at the Nite Owl.
                  I'm investigating.

        Patchett studies Bud a beat, weighing his options.
        Patchett's burly BODYGUARD starts over from the house.

                                BODYGUARD
                  Everything alright, Mr. Patchett?

                                PATCHETT
                         (waves him off)
                  Fine, Philip.  Thank you.

                                 BUD
                  Where's the other guy?  Buzz.

                                PATCHETT
                  He no longer works for me.
                         (a beat)
                  Find Susan's killer, Mr. White.
                  I'll give you a handsome reward.
                  Whatever you desire.

        If only Jack had been around to hear that.

                                 BUD
                  Thanks, but no thanks.

                                PATCHETT
                  Against your code?

                                 BUD
                  I don't have one.  Lefferts looked
                  beat-up Christmas Eve, but didn't
                  act it.  How come?

                                PATCHETT
                  Do you care about criminal matters
                  peripheral to Susan's murder?

                                 BUD
                  No.

                                PATCHETT
                  Then you wouldn't feel obligated
                  to report them?

                                 BUD
                  That's right.

                                PATCHETT
                  Then listen closely, because I'll
                  only say this once and if it gets
                  repeated, I'll deny it.  I run
                  call girls.  Lynn Bracken is one
                  of them and so was Susan Lefferts.
                  I treat my girls very well.  I
                  have grown daughters, myself, and
                  I don't like the thought of women
                  being hurt.  I sense you share
                  this feeling.

                                 BUD
                         (ignores comment)
                  Why were Lefferts' eyes black?

                                PATCHETT
                  I think she'd been hit in the face
                  with a tennis racket.  She is --
                  was -- a big doubles fan.

                                 BUD
                  You wanna go downtown and discuss
                  this officially?

                                PATCHETT
                  Wait.  Our deal still holds?

        Bud nods, his patience running thin.

                                PATCHETT
                  I needed a Rita Hayworth to fill
                  out my little studio.

                                 BUD
                  What little studio?

                                PATCHETT
                  There's Gardner, Hepburn, Grable,
                  Turner.  Lynn Bracken is my
                  Veronica Lake.  I use girls who
                  look like movie stars.  Sometimes
                  I employ a plastic surgeon.

                                 BUD
                  That's why her mother couldn't
                  I.D. her... Jesus fucking Christ.

                                PATCHETT
                  No, Mr. White.  Pierce Morehouse
                  Patchett.  Now, I sense you're on
                  your best behavior, but that's all
                  I'll give you.  If you persist,
                  I'll meet you with my attorney.
                  Now, would you like Miss Bracken's
                  address?  I doubt she knows
                  anything, but --

                                 BUD
                  I got her address.

                                PATCHETT
                  Of course... this is personal with
                  you, isn't it, Mr. White?

        Bud turns, heads down the walk.  Patchett hits his golf
        ball.  It lands just past the koi pond, with the rest.
        Ice.


        EXT. 1736 NOTTINGHAM, LOS FELIZ (LYNN BRACKEN'S) - DAY

        A modern-looking triplex.  A projector's flicker strobes
        against the closed curtains.  We hear a PHONE RING.


        INT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        The film is This Gun For Hire with Alan Ladd and Veronica
        Lake.  It's projected on a wall in front of which stands
        Lynn Bracken and an OLDER GENTLEMAN, in his underwear.
        Lynn's long, blonde hair hangs down over one eye.  She
        looks more like Veronica Lake than Veronica Lake.  The
        film flashes over them as they kiss.

        The PHONE RINGS.  Lynn ignores it as long as she can
        before breaking away to go answer it.

                                LYNN
                  Hello?

                                OLDER GENTLEMAN
                         (Alan Ladd)
                  Is it the cops?

        She waves him off.  As he practices pointing his finger
        like Ladd points a gun, Lynn reacts to the news on the
        phone.


        EXT. 9781 SOUTH DUQUESNE - DAY

        A South Central plywood and tar-paper dive.  A BLACK
        BOXER pounds a heavy bag/speed bag combo bolted to the
        porch.  Wiry, a welterweight, he doesn't see Jack and
        Exley till they're almost on top of him.

                                JACK
                  Leonard Bidwell?

        The Boxer leans on the bag to catch his breath.  Looking
        them over, he finally nods.

                                JACK
                  How's the left these days?

                                BOXER
                  What's it to you?

                                JACK
                  I saw you fight Kid Gavilan.  I
                  like your style.

                                BOXER
                  What do you want, Mr. Policeman?

                                JACK
                  You got a brother up in Folsom.  I
                  know because I put him there.

                                BOXER
                  Till 19-fucking-70.

                                JACK
                  How'd you like to make it 1960?  I
                  know the judge and Sergeant Exley
                  here is friends with hte D.A.

        Exley nods, this is true.  The Boxer's still listening.

                                JACK
                  We're looking for three colored
                  guys who like to pop off shotguns.
                  One of 'em owns a purple Merc
                  coupe.

                                BOXER
                  You wanna get me a fuckin' snitch
                  jacket?

                                JACK
                  You wanna buy your brother ten
                  years...?  You don't have to say
                  anything.  Just look at this list
                  and point.  Here.

        Jack holds the DMV list out to the Boxer, who waves it
        off.

                                BOXER
                  He's bad, so I'll just tell you.
                  Sugar Ray Coates.  Drives a '49
                  coupe, a beautiful ride.  Don't
                  know about shotguns, but he gets
                  his thrills killing dogs.  He is
                  righteous trash.

        Jack and Exley scan the list.  Jack's finger stabs down
        on, "Coates, Raymond, 9611 South Central, Room 414."

                                JACK
                  That's five minutes from here.


        EXT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        Lynn does her best to usher the slightly disheveled
        Older Gentleman out the door.

                                OLDER GENTLEMAN
                  I don't understand, doll, we just
                  got started.

                                LYNN
                  I'm sorry, but I'll make it up
                  to you.  I promise.

                                OLDER GENTLEMAN
                  Gosh, kitten, I don't know...

        As he begins to mash up against her...

                                BUD (O.S.)
                  Hit the road, gramps.

        Bud's standing at the bottom of the stairs.  The Older
        Gentleman strikes a pose.  He still thinks he's Alan
        Ladd.

                                OLDER GENTLEMAN
                  Alright.  This time I'll go, but
                  next time --

                                BUD
                         (flips badge)
                  L.A.P.D., shitbird.  Get the fuck
                  out of here or I'll call your wife
                  to come get you.

        Sputtering, the Older Gentleman exchanges a look with
        Lynn then hurries away, giving Bud a wide berth.

                                LYNN
                  I've been expecting you.  Pierce
                  called.  Told me what happened
                  to Sue.


        INT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        A nice breezy feel.  The perfect place to shack up.

                                LYNN
                  It's Officer White, isn't it?

        Bud nods, eyeballs the place.

                                LYNN
                  Can I get you a drink?

                                BUD
                  Yeah, plain scotch.

        Bud watches her move to the bar.  God, she's beautiful.

                                LYNN
                  I was friendly with Sue Lefferts,
                  but we weren't really friends.
                  You know what I mean?

                                BUD
                  Are you sorry she's dead?

                                LYNN
                  Of course I am.  What kind of
                  question is that?

        She steps back with a scotch for both of them.

                                BUD
                  Have you ever heard of Dick
                  Stensland?

                                LYNN
                  No I haven't.  Do you know why
                  Pierce is humoring you?

                                BUD
                  You use words like that, you
                  might make me mad.

                                LYNN
                  Yes.  But do you know?

                                BUD
                  Yeah I know.  Patchett's running
                  whores and judging by his address,
                  probably something bigger on the
                  side.  He doesn't want any
                  attention.

                                LYNN
                  That's right.  Our motives are
                  selfish, so we're cooperating.

                                BUD
                  Why was Susan Lefferts at the
                  Nite Owl?

                                LYNN
                  I don't know.  I never heard of
                  the Nite Owl till today.

                                BUD
                  Did Lefferts have a boyfriend?

                                LYNN
                  Like I said we were friendly,
                  not friends.

                                BUD
                  How'd she meet Patchett?

                                LYNN
                  Pierce meets people.  Sue came
                  on the bus with dreams of
                  Hollywood.  This is how they
                  turned out.  Thanks to Pierce,
                  we still get to act a little.

                                BUD
                  Tell me about Patchett.

                                LYNN
                  He's waiting for you to mention
                  mention.

                                BUD
                  You want some advice, Miss
                  Bracken?

                                LYNN
                  It's Lynn.

                                BUD
                  Miss Bracken, don't ever try to
                  fucking bribe me or threaten me
                  or I'll have you and Patchett
                  in shit up to your ears.

        Lynn smiles again.  She likes Bud.  A beat.

                                LYNN
                  I remember you from Christmas
                  Eve.  You have a thing for
                  helping women, don't you,
                  Officer White?

                                BUD
                  Maybe I'm just fucking curious.

                                LYNN
                  You say 'fuck' a lot.

                                BUD
                  You fuck for money.

                                LYNN
                  There's blood on your shirt.  Is
                  that an integral part of your job?

                                BUD
                  Yeah.

                                LYNN
                  Do you enjoy it?

                                BUD
                  When they deserve it.

                                LYNN
                  Did they deserve it today?

                                BUD
                  I'm not sure.

                                LYNN
                  But you did it anyway.

                                BUD
                  Yeah, just like the half dozen
                  guys you screwed today.

                                LYNN
                         (laughs again)
                  Actually, it was two.  You're
                  different, Officer White.  You're
                  the first man in five years who
                  didn't tell me I look like
                  Veronica Lake inside of a minute.

                                BUD
                  You look better than Veronica
                  Lake.  Now, Pierce Patchett.

                                LYNN
                  He takes a cut of our earnings
                  and invests it for us.  He makes
                  us quit the life at thirty.  He
                  doesn't let us use narcotics and
                  he doesn't abuse us.  Can your
                  policeman's mentality grasp
                  those contradictions?

                                BUD
                  He had you cut to look like
                  Veronica Lake?

                                LYNN
                  No.  I'm really a brunette, but
                  the rest is me.  And that's all
                  the news that's fit to print.

        Lynn starts toward the door.  Bud watches her a moment,
        then follows.  She takes his glass at the door.

                                LYNN
                  It was nice meeting you, Officer.

        Out the door, Bud turns back.  Blurts:

                                BUD
                  Look.  I want to see you again.

                                LYNN
                  Are you asking me for a date or
                  an appointment?

                                BUD
                         (suddenly unsure)
                  I don't know.

                                LYNN
                         (another smile)
                  If it's a date I think you'd
                  better tell me your first name
                  because I --

                                BUD
                         (feeling foolish)
                  Forget I asked.  It was a
                  mistake.

        Lynn watches thoughtfully after Bud as he walks away.
        He opens his car door like he's going to tear ir off.
        A last glance back at Lynn and as he gets in the car...


        EXT. TEVERE HOTEL - DAY

        An L-shaped walk-up.  Jack coasts the car to the curb.
        He leaps out with Exley.  Exley holds up at the sight
        of a late model sedan.  He leans down to look in the
        window at the two-way on the dash.

                                EXLEY
                  L.A.P.D.

                                JACK
                  Shit.  Someone beat us here.

        VOICES from the carport ahead.  We see a chrome bumper,
        the purple fender of a '49 Mercury coupe.  A door slams.
        Drawing a .45, Jack starts over with Exley, .38 in hand.


        CARPORT

        Toting shotguns, Dudley's boys from the Victory Motel,
        Breuning and Carlisle, stand by the purple Mercury.  Jack
        and Exley come around the corner, lower their guns.

                                JACK
                  Hey.

        Breuning wheels, pumps a round into the chamber.  He very
        nearly fires before he sees who it is.

                                CARLISLE
                  What the fuck are you guys doing
                  here?

                                EXLEY
                  Think of us as back-up.

                                JACK
                  What do you got?

        As Jack moves to peer through the Merc's window.

                                BREUNING
                  Three Ithaca pumps, an empty box
                  of double-ought buck and cash.

        Jack spots them.  Three shotguns on the passenger side
        floor, an empty box of shells and loose dollar bills.

                                JACK
                  So long, Vice.  Badge of Honor,
                  here I come.

                                CARLISLE
                  Fuck you, Vincennes.  It's our
                  collar.

        Breuning actually has to restrain his partner.

                                EXLEY
                  Quiet.  I'm ranking officer here.
                  We go as a team.  End of story.


        INT. CORRIDOR - TEVERE HOTEL - DAY

        Breuning and Carlisle lead the way with Jack and Exley
        bringing up the rear.  Squinting, Exley reaches to his
        pocket for something.  Not there.

                                EXLEY
                  Damnit...

                                JACK
                  What?

                                EXLEY
                  Glasses.

                                JACK
                         (chuckling)
                  Just don't shoot me.

        The door to 414.  Two men on either side.  Breuning rears
        back.  Jack rears back.  They kick at the same instant.
        The door flies off its hinges to reveal two young black
        men, LARRY FONTAINE and TY JONES, waking from a couple
        of flop mattresses.


        ROOM 414

        Fontaine jumps up.  Entering, Carlisle aims, but Exley
        grabs his arm.  The BLAST rips the ceiling.  Jack aims.

                                JACK
                  Freeze!

        Fontaine freezes.  Jones doesn't dare get up.

                                CARLISLE
                  Ace him, Jack.

                                EXLEY
                  Shut up, Carlisle!

        Jack and Exley burst into a...


        SECOND BEDROOM

        Another black, RAY COATES, passed out on mattress, sur-
        rounded by empty beer cans.  Jack sticks his .38 in his
        back, starts to cuff him.  As the cuff ratchets down...


        INT. OBSERVATION ROOM - DAY

        Dudley watches intently as Ed Exley skims a report,
        memorizing names and dates.  Jack and other brass are
        also here along with a stenographer.  So's Bud.  One of
        these guys killed Stensland.  Through tinted glass, the
        three suspects in three different rooms.

                                EXLEY
                  Casitas Youth Camp... Coates
                  twenty-two, a boxer... Manager
                  saw them burning clothes.

        Satisfied, Exley sets the report down.

                                DUDLEY
                  Ed, I want confessions.

                                EXLEY
                  I'll break them, sir.

        As Exley steps into the #1 room, Jack joins Dudley.

                                JACK
                  You think golden boy can handle
                  it, Cap?

                                DUDLEY
                  I think you'll be surprised what
                  Edmund's capable of.


        INT. #1 ROOM - DAY

        Exley closes the door.  Ray Coates is cuffed to a chair,
        dressed in baggy County denims.  One eye swollen shut,
        lip split, a smashed nose with one nostril split.

        Exley unlocks his cuffs. drops cigarettes and amtches
        on the table.  As Coates rubs his wrists...

                                EXLEY
                  They call you Sugar Ray because
                  of Ray Robinson?
                         (no answer)
                  They say Robinson can throw a
                  four punch combination in one
                  second.  Do you believe that?

        Coates just stares at him.

                                EXLEY
                  You're twenty-two, aren't you, Ray?

                                COATES
                  Say what and so what.

                                EXLEY
                  Did one of the officers work you
                  over a little?

        No bite.  Coates just stares back.

                                EXLEY
                  You look like Robinson after
                  that last LaMotta fight.  'Course
                  LaMotta looked a lot worse.  So
                  you're twenty-two, right?

                                COATES
                  Man, why do you keep asking me
                  that?

                                EXLEY
                  Just getting my facts straight.
                  Twenty-two makes it a gas chamber
                  bounce.
                  You should have pulled this caper
                  a couple of years ago.  Get life,
                  do a little Youth Authority jolt,
                  transfer to Folsom a big man.
                  Orbit on some of that good prison
                  brew, get yourself a sissy --

                                COATES
                  I never truck with no sissies!

                                EXLEY
                  That fucking Larry.  I almost
                  believed him.

                                COATES
                  Believed what?

                                EXLEY
                  Nothing, Ray.
                         (laughs)
                  That Larry, he's a pisser.  You
                  did the Casitas Youth Camp with
                  him, didn't you?

                                COATES
                  Man, why're you talkin' about
                  Larry?  His business is his
                  business.

        Unseen by Coates, Exley reaches under the table, takes
        hold of one of three toggle switches.

                                EXLEY
                  Sugar, Larry told me you went
                  sissy up at Casitas.  You
                  couldn't do the time so you
                  found yourself a big white boy
                  to look after you.  He said
                  they call you 'Sugar' because
                  you gave it out so sweet.

        Exley flips the toggle.


        #3 ROOM

        The speaker over Larry Fontaine's head crackles to life.

                                COATES (V.O.)
                  Larry gave it at Casitas!  Man,
                  I was the fuckin' boss jocker on
                  my dorm!  Larry's the sissy!
                  Larry gave it for candy bars!


        #1 ROOM

        Exley flips up the second toggle.

                                EXLEY
                  Ray, you protected Ty and Larry
                  up in Casitas, didn't you?

                                COATES
                  You ain't woofin' I did.  Stupid
                  down home niggers got no more
                  sense than a fuckin' dog.

        Exley flips the switches off.

                                EXLEY
                  I heard you like to shoot dogs.

                                COATES
                  Dogs got no reason to live.

                                EXLEY
                  Oh?  you feel that way about
                  people, too?

                                COATES
                  Man, what're you saying?

                                EXLEY
                  Ray, we got the shotguns.

                                COATES
                  I don't own no shotguns.

                                EXLEY
                  Why were you throwing clothes
                  in the building incinerator?

                                COATES
                         (trembling)
                  Say what?

                                EXLEY
                  You guys were arrested this
                  morning, but none of you have
                  last night's clothes.  You were
                  seen burning them.  Add to that
                  the fact that you hid the car
                  you were cruising around in
                  last night and it doesn't look
                  good.

                                COATES
                  I got nothin' more to say till
                  I see a judge.

                                EXLEY
                  Were you on hop?  You were passed
                  out when you got arrested.  Were
                  you hopped up, Ray?

                                COATES
                  Ty and Larry fuck with that
                  shit, not me.

                                EXLEY
                  Where do they get their stuff?
                  Come on.  Give me one to feed
                  the D.A.  Just a little one.

        Coates nods.  Exley flips up the toggles as he leans
        in.

                                COATES
                  Roland Navarette.  Lives on
                  Bunker Hill.  He runs a hole-up
                  for parole absconders and sells
                  red devils.

        Exley flips down the switches, stands.

                                EXLEY
                  I'm going to take a break.

        Exley opens the door, looks back in afterthought.

                                EXLEY
                  You know, Ray, I'm talking about
                  the gas chamber and you haven't
                  even asked me what this is all
                  about.  You got a big guilty
                  sign around your neck.

        Exley exits.


        OBSERVATION ROOM

        Exley enters.

                                DUDLEY
                  Masterful, Edmund.  Your father
                  would've been proud.
                         (pointing)
                  This one's on the verge.

        Exley looks through the glass into #2.  Larry Fontaine
        is weeping.  A piss puddle on the floor by his chair.

                                EXLEY
                  Fontaine next, but give Jones
                  the newspaper.  I want him
                  primed.


        #2 ROOM

        Fontaine tries to control his sniffles as Exley enters.

                                EXLEY
                  Larry, Ray Coates ratted you
                  off.  He said the Nite Owl was
                  your idea.  You want to tell me
                  about it?

        No answer.

                                EXLEY
                  I think it was Ray's idea.  Talk
                  and I think I can save your life.

        No answer.

                                EXLEY
                  Larry, this is a gas chamber job.
                  If you don't talk, you'll be dead
                  in six months.

        No answer.

                                EXLEY
                  Son, six people are dead and
                  somebody has to pay.  It can be
                  you or it can be Ray.

        No answer.

                                EXLEY
                  Larry, he called you queer.  He
                  said at Casitas you took it up
                  the ass.  He said --

                                FONTAINE
                  I DIDN'T KILL NOBODY!

        The voice is strong, full of conviction.  Exley
        glances at the mirror.  Then...

                                EXLEY
                  Why'd you burn the clothes?

                                FONTAINE
                         (sobbing)
                  I just wanted to lose my cherry.
                  I didn't mean to hurt her.

        Exley can't hide his surprise at this.

                                EXLEY
                  Hurt who?  Was she a hooker?
                  Hurt who?

        But Fontaine is gone.  Head lolling, eyes squeezing
        out tears.


        OBSERVATION ROOM

        Exley steps out of the interrogation room.  Dudley
        braces him.

                                DUDLEY
                  Don't get sidetracked.  Stay with
                  the Nite Owl.

                                EXLEY
                  She may still be alive, whoever
                  she is.

        Bud's all ears.


        #3 ROOM

        Reading, Jones has his feet on the table.  Exley
        bursts in.

                                JONES
                  This newspaper shit ain't shit.

                                EXLEY
                  Where's the girl?  Did you kill her?

        No answer, but Jones looks nervous.

                                EXLEY
                  You wanted Larry to lose his
                  cherry, but things got out of
                  hand.  Is that right?


        OBSERVATION ROOM

        Everyone's attention is riveted, particularly Bud's.
        They watch, listen over the speaker.

                                EXLEY
                         (over speaker)
                  Kick loose, Jones.  I know you
                  made her bleed, but that doesn't
                  mean you killed her.

        No answer, but Jones is squirming.

                                EXLEY
                         (over speaker)
                  If that girl's alive, you've
                  still got a chance on this one.

                                JONES
                         (over speaker)
                  I think she's alive.

                                EXLEY
                         (over speaker)
                  You think?

        Jack turns to Dudley.

                                JACK
                  He's good.  I'll give him that.

        They don't notice as the chair back begins to splinter
        in Bud's hands.


        #3 ROOM

        Exley sits across from him, tries to wrap it up.

                                EXLEY
                  Where is she now?
                         (no answer)
                  Did you leave her someplace?
                         (no answer)
                  Did you sell her out?  Give her
                  to some of your buddies?  Tell
                  me where the girl is!

        The door blasts open.  Bud slams Jones up against the
        wall.  As Exley stands, he bangs his knee on the table.
        Pulling a .38, Bud breaks the cylinder, drops 5 shells
        on the floor.

                                BUD
                  One in six.  Where's the girl?

                                EXLEY
                  Officer White, put down that
                  weapon and --

        Bud shoves the barrel into Jones' mouth, pulls the
        trigger twice.  CLICK, CLICK.  Jones starts to slide
        down the wall.  Bud jerks him back up, roars.

                                BUD
                  WHERE?!

        Two more clicks.  Jones spills.

                                JONES
                  S-sylvester F-fitch one-o-nine
                  and Avalon gray corner house...


        EXT. AVALON BOULEVARD - EVENING

        A four cordon.  They coast up to a GRAY CORNER HOUSE.
        Dudley Smith behind the wheel of the lead cruiser.  Bud
        White rides shotgun, reloading his revolver.

                                BUD
                  Give me one minute.

                                DUDLEY
                  You've got it, Wendell.


        STREET

        Bud is out the door and scooting down an alley.  Exley
        moves to follow, but Dudley cuts him off.

                                DUDLEY
                  We're going through the front.


        ALLEY

        Bud vaults a fence, pads up the back porch.  A screen
        door.  Bud slips the catch with a penknife and walks
        inside.


        SCREEN PORCH

        Bud heads for a blind-covered door.  Unlocked, he
        enters...


        A HALLWAY

        Light bouncing from side rooms.  We hear the opening
        spiel of "Badge of Honor" from the left.  Bud wheels into
        a...


        BEDROOM

        A NUDE GIRL spread-eagled on a mattress.  Bound with
        neckties.  One in her mouth.  Her eyes grow wide at the
        sight of Bud, then flicker to the adjoining room.
        Directing him.  Raising the .38, Bud enters...


        THE KITCHEN

        Sylvester Fitch sits naked at the table wolfing Rice
        Krispies and watching "Badge of Honor" on a flickering
        TV.  He looks up, sees the .38 before he sees Bud beyond
        it.  Fitch drops his spoon, raises his hands.

        Bud SHOOTS him in the face.  Dead, Fitch just sits there.

        Bud moves behind him.  Pulling a spare piece from an
        ankle holster, Bud FIRES back at the door from Fitch's
        line of fire, then puts the gun in Fitch's hand.

        We hear the FRONT DOOR CRASH OPEN.  As Fitch slides off
        the chair to the floor, Bud dumps the Rice Krispies on
        him.


        EXT.  GRAY HOUSE - NIGHT

        The Girl on a stretcher.  Being carried to an AMBULANCE.
        Bud White walks alongside, looking like some ferocious
        pet pit bull.  The ATTENDANTS get her inside.  One joins
        her.  The other closes the door, pauses to light a smoke.

        Bud rips the cigarette out of his mouth, nearly taking
        the guy's lips with it.

                                BUD
                  Get her to the fucking hospital.

        One look at Bud, and the Attendant is running around to
        the driver's side.  Exley arrives, steamed.

                                EXLEY
                  A naked guy with a gun?  You
                  expect anyone to believe that?

                                BUD
                  Get the fuck away from me.

        Bud starts away, but Exley gets right in his face.  Other
        cops begin to take notice.  The ambulance pulls out.

                                EXLEY
                  How's it going to look on your
                  report?

                                BUD
                  It'll look like justice.  That's
                  what that fat fuck got.  Justice.

                                EXLEY
                  You don't know what the word means,
                  you dumb bastard.

        Bud goes after Exley, but ten hands pull them apart.
        Dudley on Exley.  Four cops genuinely having trouble
        on Bud.

        And as if things couldn't get crazier, shouts from the
        cops on the street.  POLICE RADIOS CRANKED UP.

                                DISPATCHER (V.O.)
                  Repeat, three suspects escaped
                  from the Hall of Justice jail.
                  The Nite Owl killers:  Raymond
                  Coates, Tyrone Jones and Larry
                  Fontaine.  They are considered
                  armed and extremely dangerous.
                  Descriptions are as follows...


        INT. SQUAD ROOM - DAY

        Electrified, "Nite Owl Killers" on everyone's lips.
        Exley strides through with purpose, beelines to a filing
        cabinet.  Exley pulls the file he's looking for.  He
        scans an interrogation transcript, reads to himself the
        words he's looking for:

                                EXLEY
                  'Give me one to feed the D.A....
                  Roland Navarette.  Lives on
                  Bunker Hill.  Runs a hole-up for
                  parole absconders.'


        INT. HOLLYWOOD STATION - JACK'S DESK - DAY

        Police rush back and forth.  Exley hurries over to the
        desk, but he's not there.

                                EXLEY
                  Anyone seen Jack Vincennes?

        A few cops mumble they haven't.  As Exley decides what
        to do, Carlisle from the original arrest steps over.

                                CARLISLE
                  Is something up, Lieutenant?


        EXT.  1ST & OLIVE - DAY

        Exley and Carlisle pull up across the street from a
        four-story Victorian with paint peeling off the clap-
        boards.  They jump out of the car toting SHOTGUNS.
        Carlisle waits as Exley checks the mail slots:
        "R. Navarette, 408. "


        INT.  STAIRWELL - VICTORIAN BUILDING - DAY

        Exley and Carlisle take the steps two at a time.


        INT. 4TH FLOOR HALLWAY - VICTORIAN BUILDING - DAY

        Exley squints, reaches to a pocket.  No glasses.  He
        passes an elevator, rounds a corner.  There's 408.  Exley
        pumps the shotgun, nods to Carlisle who kicks the door
        in.


        NAVARETTE LIVING ROOM

        Exley and Carlisle burst in on four men eating sandwiches.
        Fontaine and Caucasian NAVARETTE at a table.  Coates on
        the floor.  Jones by the window.  Exley squints.

                                EXLEY
                  Nobody move!

        Fontaine and Navarette raise their hands.  A jostled BEER
        BOTTLE CRASHES to the floor.  Reacting, Carlisle JERKS
        the TRIGGER.  Fontaine goes down.

        Navarette draws a .38, SHOOTS Carlisle twice in the
        chest.  Exley BLASTS Navarette.

        Screaming, Jones pulls a .45 from his belt.  Exley FIRES,
        blowing him right THROUGH the WINDOW.

        Coates draws and FIRES, makes a run for it.  A bad pull
        takes out half a back wall.  Coates is out the door.


        ELEVATOR

        Coates makes it inside, frantically pushes buttons.


        HALLWAY

        Here comes Exley.  Stumbling, wiping Navarette's blood
        out of his eyes, he closes on the...


        ELEVATOR

        Coates watches as the elevator doors begin closing.


        HALLWAY

        Exley charging.


        ELEVATOR

        The shotgun barrel juts through.  The doors bang against
        it.  BLAM!

                                                   DISSOLVE TO:

        L.A. MONTAGE

        TONY BENNETT belts "BOULEVARD OF BROKEN DREAMS."


        INT. HOLLYWOOD STATION - DAY

        Exley returns to grudging respect.  His white shirt
        flecked with blood, he's clapped on the back by Dudley
        who dubs him "Shotgun Ed."  Exley doesn't enjoy it.  He's
        numb, stumbling along.  As he notices the blood on his
        hands...


        INSERT - NEWSPAPER HEADLINE

        NITE OWL HERO!  Over a photo of Exley.


        EXT. CEMETERY - GRAVE - DAY

        A coffin is lowered into the ground.  A WIDOW leans on
        the Chief's arm, accepts a tri-folded American flag from
        Dudley Smith.  Exley drops a handful of earth on the
        casket, has trouble getting the wet dirt off his hands.

                                CHIEF
                  We mourn the passing of a good
                  man.  The loss of Sgt. William
                  Carlisle is the loss of his
                  wife, his family and the entire
                  Los Angeles Police Department...

        A sea of dress blues.  Jack looks bored, dressed too
        flashy for a funeral.  Bud looks grim, rain dripping off
        the brim of his cap.  As a TWENTY-ONE GUN salute is
        FIRED...


        EXT. CEMETERY (SOUTH CENTRAL, L.A.) - DAY

        Larry Fontaine's mother mourns alone as her son is
        buried.


        INT. CITY OF ANGELS HOSPITAL - RECEPTION AREA - DAY

        Exley talks with a tough, starchy NURSE.

                                EXLEY
                  I need the girl to give me a
                  chronology of events.  No details.
                  Just times.

                                NURSE
                  Absolutely not.  She barely
                  remembers her own name.

                                EXLEY
                  But --

                                NURSE
                  I was told the case was closed.
                  Should I call your superior to
                  double-check?

                                EXLEY
                  No.  that won't be necessary.

        The Nurse turns, marches away.  Exley is left with a
        nagging doubt.


        EXT. ORANGE GROVE (ANAHEIM) - DAY

        People cheer as bulldozers mow down orange trees.  A
        banner heralds the future:  "On this site:  The World's
        Biggest Amusement Park."  Cartoon characters dance among
        the fallen trees.


        INT. STATE ASSEMBLYMAN'S OFFICE - DAY

        Sitting behind a desk is the Older Gentleman last seen
        doing his best Alan Ladd impersonation at Lynn Bracken's.

        He stares emphatically at the SMARMY LAWYER who stands
        before him holding a manila folder.

                                OLDER GENTLEMAN
                  You tell Mr. Patchett I have no
                  intention of changing my vote.

        The Lawyer simply hands him a stack of photographs.  From
        Lynn Bracken's apartment.  The first is the Older
        Gentleman naked except for his socks and garters.


        INT. STATE ASSEMBLY - CHAMBER - DAY

        The Older Gentleman rises for an assembly vote.

                                OLDER GENTLEMAN
                  It may surprise some, but a mature
                  man, enlightened by the facts, can
                  change him mind...


        EXT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - NIGHT

        Rain.  A limo disgorges a heavy-set man who climbs steps,
        knocks on the door.  Lynn answers in an evening gown.  He
        gives her a peck on the cheek and continues in past her.
        Lynn's about to follow him in when she pauses to deadpan
        a look down the street.

        Bud's Packard is parked there and we can see his darkened
        silhouette behind the wheel.  Smiling a bit sadly to
        herself, Lynn disappears inside.

        This is no stake-out.  Bud watches after her with
        yearning.


        INT. TROCADERO CLUB - NIGHT

        Cigarette girls and club photographer make the rounds.
        Johnny Stompanato enjoys the frenzien floor show.


        EXT. WILSHIRE BOULEVARD - DAY

        A horse parade, heavy on the law enforcement contingent,
        Out of place in his suit and tie, District Attorney Ellis
        Loew awkwardly rides atop a sleek Palimono.


        INT. OLYMPIC AUDITORIUM - NIGHT

        The crowd in a frenzy as Vincennes-snitch, the
        welterweight black boxer, beats the shit out of a white
        fighter.


        INT. MIDDLE CLASS LIVING ROOM - NIGHT

        A father holds out his hand, counts along as Jack slaps
        $100 bills into his palm.  Maybe four thousand dollars.

        Jack says something about "We appreciate your
        understanding during this difficult time."  As "Badge of
        Honor" comes on the TV, the father responds with "Goddamn
        actors."

        Leading, Jack looks through an open door where Brett
        Chase's high school "Sweater Girl" is being comforted by
        her mother.  As she locks eyes with him an instant...


        INT. PIERCE PATCHETT'S HOUSE - NIGHT

        The monied johns watch horny as hell as "Ginger Rogers"
        twirls around the room with a female "Fred Astaire."
        Clothes fly as they spin.  Still, most eyes turn to Lynn
        Bracken as she enters oozing that cat-girl grace.


        EXT. POLICE HEADQUARTERS - DAY

        Reporters scribble as the Chief speaks.  Uniforms
        everywhere along with Exley and Loew.  Bus sits in the
        back.

                                CHIEF
                  Edmund J. Exley has amassed a
                  brilliant record in his seven
                  years with the L.A.P.D.  Recently
                  he evinced spectacular bravery in
                  the line of duty.  It is my honor
                  to present him with our highest
                  honor, the Medal of Valor.

        Exley steps up.  The Chief hangs a gold medallion around
        his neck.  Flashbulbs pop as the two men shake hands.

        Exley then accepts a handshake from Dudley.  The
        policemen stand on cue, applaud without enthusiasm.
        Dudley lifts the medal from his chest.

                                DUDLEY
                  Your father would've been proud.

        Exley uses the noise to have aprivate chat with Dudley.

                                EXLEY
                  There are loose ends out there,
                  Dudley.  I --

                                DUDLEY
                  There always are.  But there are
                  also three men and three guns.
                  Matched forensically.  A few loose
                  ends don't matter.

                                EXLEY
                  Something's wrong.  I feel it
                  inside.  Doesn't that sound crazy?

        Dudley puts an arm around Exley's shoulder, smiles out as
        more bulbs flash.

                                DUDLEY
                  Breaking a big case sticks you in
                  a whirlwind.  A little self-doubt?
                  It's natural.  Just keep it
                  inside.  Between you and you.

        Exley considers his medal.  It is an appealing thing.

        In the back, Bud stays sprawled in his seat.  No one's
        watching as he takes out his gun, kisses it, and blows
        pretend smoke off the barrel.  As the song ends...


        INT. VARIETY INTERNATIONAL PICTURES - STAGE 4 - NIGHT

        A "Badge of Honor" fund-raiser for D.A. Loew's re-
        election cmpaign.  Hot dogs and sauerkraut.  Fishbowls
        stuffed with cash.  Jack is here, returns a smile half-
        heartedly.  Loew sits with his wife and teenage daughter
        as Brett "Joe Reno" Chase speaks.

                                CHASE
                  This election is about the future
                  of law enforcement in Los Angeles.
                  Ellis Loew represents that future.
                  So dig deep and let's get a moral
                  man re-elected.

        Applause.  Leaving the podium, Chase smiles at Ellis
        Loew's daughter who absolutely gushes.  Chase then winks
        knowingly to Jack who returns a tired, humorless smile.

        Jack scans the room.  An odd moment as Jack catches his
        own reflection in a mirror across the way.  He puts a
        hand to his face.  Is that him?

                                HUDGEON (O.S.)
                  Big V Jack Vincennes!

        Jack turns to see Sid Hudgeons approaching.

                                HUDGEONS
                  You're back, boychick.

                                JACK
                  Sid, how are they hanging?

                                HUDGEONS
                  Down around my ankles.

        Hudgeons scans the crowd, points someone out.

                                HUDGEONS
                  You remember Matt Reynolds?

        Jack spots Matt Reynolds -- one of the young actors Jack
        arrested on Christmas Eve.

                                HUDGEONS
                  The Grauman's Chinese pot bust.
                  He just got off the honor farm.

                                JACK
                  What's he doing here, Sid?

                                HUDGEONS
                  You tight with the D.A., trash?

                                JACK
                  Sure, he just tried to throw me
                  off the force last Christmas as a
                  little joke.

                                HUDGEONS
                  How'd you like a little payback?
                  Not to mention a donation to the
                  widows and orphans fund.  Did you
                  know Loew was a swish?

                                JACK
                  And Reynolds?

                                HUDGEONS
                  He's queer too.  Metro paid him
                  two grand a week to fake it with
                  ingenues.  On screen and off.  I'm
                  getting him to fuck the D.A. for a
                  hundred bucks.
                         (winks)
                  That's twice the fifty you got for
                  wrecking his career.

        Even Jack's not immune to a comment like that.

                                HUDGEONS
                  Matt!  Over here!

        As Hudgeons heads over, Hudgeons points out...

                                HUDGEONS
                  That's D.A. Loew right there.

        Reynolds gets a nervous bead on Loew.  Hudgeons realizes:

                                HUDGEONS
                  You need a drink, kid... Jack,
                  look after him a minute.  Kid,
                  this is Jack.  No secrets between
                  me and him.

        Hudgeons heads off.  Reynolds, plae, nods at Jack.

                                REYNOLDS
                  Have we met before?

                                JACK
                  Yeah.

        Jack doesn't really feel like talking to him.  Reynolds'
        nerves won't let him stay quiet.

                                REYNOLDS
                  Was it a party?

                                JACK
                  Something like that.

                                REYNOLDS
                         (misreading)
                  Oh, I know.  A Fleur-de-Lis party,
                  right?

        Jack remembers the name, plays along for what it's worth.

                                JACK
                  Fleaur-de-Lis.  'Whatever you
                  desire.'

                                REYNOLDS
                  Dope, liquor, hookers that look
                  like movie stars.  Pierce Patchett
                  has it all.

        Jack recognizes the name, bluffs for more information.

                                JACK
                  Yeah.  Me and Patchett go way
                  back.

                                REYNOLDS
                  Pierce isn't like regular people.
                  I dig him, but he scares me too.

                                JACK
                  Really?  How?

                                REYNOLDS
                         (shakes his head)
                  You know, when I came out to L.A.,
                  this isn't exactly where I saw
                  myself ending up.

                                JACK
                  Yeah.  Me neither.

        Reynolds looks like he's going to cry.  Hudgeons returns
        with a double Scotch straight up and a hot dog with
        sauerkraut.  He hands the drink to Matt.

                                HUDGEONS
                  Dutch courage, kid.  Drink up.

        Reynolds downs a few gulps, looks across the room at
        Loew.

                                REYNOLDS
                  I don't know if I should do this.

                                HUDGEONS
                  Hey, it's not like you don't know
                  how.  And Jack here has
                  connections on 'Badge of Honor.'
                  Pull this off and there'll be a
                  part for you.  I smell a comeback.
                  Don't you, Jack?

        Reynolds looks to Jack who gives a noncommittal shrug.

                                JACK
                  Loew's free.  Congratulate him.

        Reynolds nods, drains his glass and heads off.  Hudgeons
        hands Jack a folded slip of paper.

                                HUDGEONS
                  If Reynolds works his charms,
                  which he will, this is the address
                  where they'll be.  Meet me at
                  midnight.  I guarantee all sorts
                  of illegal activity.

        Hudgeons takes out a President Grant $50 bill.  Jack
        doesn't take it.

                                JACK
                  Sid, why would a guy like Pierce
                  Patchett get involved with running
                  dope and hookers?

                                HUDGEONS
                  Where'd you hear that?

                                JACK
                  Around.

                                HUDGEONS
                  Jackie, all I know is what you
                  know.  The man is very rich.  And
                  he's invested in freeway
                  construction so he's gonna get a
                  lot richer.  But that's it.
                  Patchett's what I like to call
                  'Twilight.'  He ain't queer, he
                  ain't Red, he can't help me in my
                  quest for prime sinuendo.

        Jack takes the $50 as Reynolds returns, shaking his head.

                                HUDGEONS
                  What?

                                REYNOLDS
                  I can't do it.

                                HUDGEONS
                  Talk to him, Jack.  Tell him about
                  the opening on the show.

                                JACK
                  I'm pretty sure I can get you a
                  part on the show... But tonight?
                  Pretend it's an acting job, kid.
                  Showbiz.

                                REYNOLDS
                  And no one'll know about this?

                                JACK
                  It'll be our secret.

                                REYNOLDS
                  Showbiz.

        Emboldened by Jack's promise, Reynolds heads off.  Jack
        and Hudgeons watch as he strikes a conversation with Loew
        who's captivated.  Hudgeons chomps a bite of his hot dog,
        gives Jack the high sign, but Jack just feels like a pimp.


        INT. VICTORY HOTEL - ROOM SIX - NIGHT

        Screams.  A cauliflower-eared Cleveland mob enforcer on
        the hotseat.

        Breuning works him with a rubber hose as Dudley asks
        unanswered questions.  Bud watches, revulsion growing.

                                DUDLEY
                  Where did you intend to start.
                  Prostitution?  Gambling?
                         (no answer)
                  Go back to Cleveland, lad.  This
                  is the City of Angels and you
                  haven't got any wings.

        More screams as the hose thwops down.  Bud looks away,
        then shuffles blindly out of the room.


        INT. VICTORY HOTEL - BATHROOM - NIGHT

        Bud runs water in the sink to drown out the SCREAMS.  It
        doesn't work.  Finally, he leans down and sticks his head
        under the stream of water.  That doesn't work either.


        EXT. VICTORY HOTEL - NIGHT

        Hair dripping wet, Bud makes it to his car.  The tires
        spit gravel as he tears away.  Dudley appears in the
        doorway, watching curiously.  As cauliflower continues to
        SCREAM...


        INT. BUD'S PACKARD - 1736 NOTTINGHAM (LYNN'S) - NIGHT

        Bud watches Lynn Bracken's apartment,  Colored lights
        play on the windows.  Shadows pass.  Finally the front
        door opens.  There's Veronica Lake, all sparkles and
        spangles, kissing another distinguished gentleman
        goodnight.  Bud watches the man into a waiting limo.  As
        it pulls away...


        INT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - LIVING ROOM -
        NIGHT

        Now Lynn just looks tired.  As she puts away Scotch
        bottles and picks up empty glasses, there's a KNOCK on
        the door.  Lynn sighs, become sultry Veronica Lake before
        our eyes.


        INT. FRONT HALL - NIGHT

                                LYNN
                         (opening door)
                  Did you forget some --

        Bud stands there, filling up the door frame.

                                LYNN
                  I wondered when you might ring the
                  bell again, Officer White.

                                BUD
                  It's Bud.

        Bud looks at Lynn a moment, then down at his own feet.
        Embarrassed.  She smiles.

                                LYNN
                  You should see yourself.  You look
                  like you're ten years old.

        Bud looks back up.  Lynn's smile fades as she studies his
        face.  She's not going to ask questions.  Lynn looks at
        him a moment more, then runs a hand through the blonde
        hair covering one eye.

                                LYNN
                  If you'd called first, I wouldn't
                  look this ridiculous.


        INT. LYNN BRACKEN'S (1736 NOTTINGHAM) - BEDROOM - NIGHT

        Lynn comes to Bud naked, her hair brushed back.  Bud goes
        slow, gently, takes time with his kisses:  like she was a
        lonely woman he wanted to love to death.

        Lynn plays off his timing:  her kisses back, her touches.
        Finally, Bud forces himself to stop.  He pulls back so he
        can see her.

                                LYNN
                  You're wondering if Patchett told
                  me to be receptive.

        Bud doesn't answer, but yes.

                                LYNN
                  It doesn't matter.  I like you,
                  Bud.  I really do.

        She kisses him.  Softly, drawing it out.  Not a job.  She
        wants to make love to him.  And as Bud stops thinking...


        EXT. 5261 CHERAMOYA AVENUE (HOLLYWOOD) - NIGHT

        Jack sits in his car waiting.  He checks his watch...
        1:30.  Well past midnight.

                                JACK
                  Come on, Sid.  Where are you?

        Jack decides.  MOVE WITH him as he gets out and crosses
        the street.  The apartment is dark, the front door a few
        inches ajar.  Suspicious, Jack listens.  Dead quiet.  He
        enters...


        INT. 5261 CHERAMOYA AVENUE - NIGHT

        No one here it seems.  Till Jack nearly trips over a
        body.  Matt Reynolds.  Soaked in blood.  Throat slit.
        Jack looks down in horror as Reynolds seems to stare back
        up at him.  Jack stumbles out the door.  We hear his CAR
        DOOR SLAM shut, the SCREECH of RUBBER down the street.


        EXT. 2345 HALBORO (HUDGEONS' HOUSE) - NIGHT

        Jack pounds on Sid's door till lights switch on.

                                JACK
                  It's Vincennes!  Open up!

        Hudgeons opens the door.  He's in his pajamas.

                                HUDGEONS
                  Jackie!  You got some good scoop
                  for the Sidster?

                                JACK
                  Sid, cut the crap.  I --

                                HUDGEONS
                  Give me some Narco skinny.  I want
                  to put out an all hop-head issue.
                  Shvartze jazz musicians and movie
                  stars.  Maybe tie it into the
                  Rosenbergs.  You like?

        Jack grabs him, jerks him into the door frame.

                                JACK
                  Shut up!

                                HUDGEONS
                         (confused)
                  What's wrong, Trash?

                                HUDGEONS
                  What happened with the kid and
                  Loew?

                                HUDGEONS
                  You didn't get my message?  It got
                  called off.  The kid chickened out
                  at the last minute.

                                JACK
                  He's dead.  I was just there.
                  Somebody slit his throat.

                                HUDGEONS
                  Jesus.  Jack, that's a story.
                  'Swish Actor Gets The Gay Blade.'
                  Let me get my camera.

        Hudgeons starts away, but Jack grabs him.

                                JACK
                  Loew didn't go with him.  You're
                  sure?

                                HUDGEONS
                  I put Reynolds in the cab myself.
                  The night cost me a hundred scoots
                  and I got bupkis.

        Jack lets go of him, starts to ramble off into the night.

                                HUDGEONS
                  Jackie!  Big V!  Let me get my
                  camera!  Where are you going?!


        INT. AFTER HOURS CLUB - NIGHT

        The BARTENDER walks down the bar to where Jack arrives.

                                BARTENDER
                  What'll it be, Jack?

                                JACK
                         (pulls out wallet)
                  A bottle of Scotch.

        As the Bartender turns for one, the only bill Jack finds
        is the President Grant fifty.  The things he's done for
        fifty bucks... As he looks up with despair at his
        reflection in the bar mirror, the Bartneder sets down a
        bottle and shot glass.  He plucks the fifty from Jack's
        hand.

        Jack grabs the bottle and starts out.

                                BARTENDER
                  Hey!  Your change!


        INT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - BEDROOM - NIGHT

        Spent, Bud and Lynn lie in bed.  SHe traces a finger over
        his bicep as he muses on the ceiling.

                                BUD
                  Who was that guy who was here
                  earlier?

        Lynn's tracing finger stops on Bud's shoulder -- a small
        white scar.

                                LYNN
                  It doesn't matter.  All they get
                  is Veronica Lake.  You got the
                  real Lynn Margaret Bracken...
                         (re: scar)
                  Where'd this come from?

                                BUD
                  When I was ten, my old man threw a
                  bottle at my mother.  I guess I
                  got in the way.

                                LYNN
                  So you saved her.

                                BUD
                  Yeah.  But not for long.

        Bud looks away.  Lynn sees he doesn't want to talk about
        it.

                                LYNN
                  Do you like being a cop, Bud?

                                BUD
                  I used to.  What I do now is
                  strong-arm.  Sitting duck stuff...
                  No, I don't like it.  If I could
                  work Homicide like a real
                  detective...

        Lynn listens sympathetically.  Bud's opening up.

                                BUD
                  There's something wrong with the
                  Nite Owl.  That prick Exley shot
                  the wrong guys.  But they made him
                  a hero and whoever killed my
                  partner is still out there.

        Frustrated, Bud pokes at his own chest.

                                BUD
                  In here I know it.  But I can't
                  prove it.  I'm not a detective.
                  I'm not smart enough.  I'm just
                  the guy they bring in to scare the
                  other guy shitless.

        Bud looks away, embarrassed to have shown so much of
        himself.  Lynn reaches over, turns his face back to her.

                                LYNN
                  You found Patchett.  You found me.
                  You're smart enough.  Be a
                  detective if that's what you want.

                                BUD
                  That simple, huh?

        Lynn nods.  That simple.


        INT. HOLLYWOOD STATION - EXLEY'S OFFICE - NIGHT

        Exley looks up as a CLERK enters holding two files.

                                CLERK
                  I got the rap sheets on the black
                  guys, sir.  Coates and Jones got
                  charges a mile long.  But except
                  for some kid stuff, Fontaine's
                  clean.

                                EXLEY
                  Clean?

                                CLERK
                  More or less.

                                EXLEY
                  Until he gunned down six people.


        EXT. GRIFFITH PARK - DAY

        Exley stands in the trees as a PARK RANGER approaches.

                                PARK RANGER
                  I asked my men, Lieutenant.  No
                  one remembers any colored guys
                  firing shotguns.

                                EXLEY
                  Then who phoned in the report?

                                PARK RANGER
                  Not us.


        INT. FORENSICS LAB - DAY

        Ray Pinker looks up from his microscope as Bud enters.

                                PINKER
                  Bud White, what brings you down to
                  the basement?

                                BUD
                  I got a few Nite Owl questions.

                                PINKER
                  I don't know if you read the
                  papers, but that case is closed.

                                BUD
                  I'm tying up loose ends.  Padding
                  my report.  You know how it goes.

                                PINKER
                  What do you want to know?

                                BUD
                  Anything off.  Anything that
                  didn't make sense.

                                PINKER
                  You mean beside the fact that
                  thirty-five out of forty-five
                  rounds were gratuitous?  I can't
                  think of anything.

        Pinker is ticked as Bud steps over to where a group of
        Nite Owl crime scene photos are posted on the wall.  Bud
        pauses at a photo which shows the floor around the table.
        We see a high heel shoe, blood smears across the floor.

                                BUD
                  Whose shoe?

                                PINKER
                  Susan Lefferts.

                                BUD
                         (pointing)
                  If she was sitting here, then it's
                  facing the wrong way.  What are
                  these smears in the blood?

                                PINKER
                  It looks like she was flailing,
                  trying to get away.

                                BUD
                  But she's moving away from the
                  door.
                         (thinks; points)
                  Who was sitting at this table?

                                PINKER
                  Dick Stensland.
                         (a beat)
                  Had to be dumb panic.  If she knew
                  him she would've been sitting with
                  him... Right?

        Bud wonders, maybe a puzzle piece just fell into place.
        Pinker remembers something.

                                PINKER
                  You know, there is one thing.

        Pinker rummages a shelf for a glass jar which he hands
        Bud.  Inside are two wax-saturated cotton balls.

                                PINKER
                  Cotton balls.  I found them just
                  inside the meat locker door.

                                BUD
                  Ear plugs.

                                PINKER
                  Exactly.  At least one of those
                  animals had the brains to protect
                  his ears.

                                BUD
                  It doesn't exactly play like dumb
                  panic.

                                PINKER
                  What do you mean?

                                BUD
                  It's like they knew they were
                  going to kill everyone before they
                  went in...

                                PINKER
                  Yeah, so...

        Bud just stares at the picture of Susan Lefferts.


        EXT. LEFFERTS' HOUSE (SAN BERNARDINO) - DAY

        A shingle shack dump.  Bud walks the front steps, RINGS
        the BELL.  Hilda Lefferts answers.  She doesn't look so
        good.

                                BUD
                  Mrs. Lefferts, I'm Officer White
                  with the L.A.P.D.  I'd like to ask
                  a couple of questions.

                                MRS. LEFFERTS
                  Let my daughter rest in peace.

                                BUD
                  Five minutes.  That's all.


        INT. LEFFERTS' HOUSE - LIVING ROOM - DAY

        Pictures of Susan smile down from four walls.  Vamp poses
        on a nightclub floor.  Mrs. Lefferts is all twitchy and
        nervous, her eyes darting to a closed door.

                                BUD
                  Tell me about the boyfriend she
                  had.  The one you mentioned at the
                  morgue.

                                MRS. LEFFERTS
                  First I want to go on record as
                  saying that my Susie was a virgin
                  when she died.

                                BUD
                  Ma'am, I'm sure she was.

        Mrs. Lefferts talks directly to a photo of her daughter.

                                MRS. LEFFERTS
                  Susie, I told you I didn't approve
                  of that boyfriend.  He was too old
                  for you.  You let him come into
                  this house and be fresh to me.  I
                  went out one day and old Mrs.
                  Jensen next door saw Susan's
                  boyfriend and another man and
                  thought she heard a ruckus.

                                BUD
                  What was that boyfriend's name?

                                MRS. LEFFERTS
                  We were never properly introduced.
                  Susan and I were fighting that
                  day.  She called him by a
                  nickname.  Muns or Lunts or
                  something.

                                BUD
                  Stens?  Was it Stens?

                                MRS. LEFFERTS
                  Maybe.  I don't know.

                                BUD
                  Look at a picture for me.

        Bud hands her a snapshot of Stensland taken in Tijuana.
        Out of uniform.  She recognizes him.

                                MRS. LEFFERTS
                  That's him.  That's him.

                                BUD
                  You said a neighbor heard a
                  ruckus.  Was it outside, inside?

        Mrs. Lefferts' eyes go crazy, darting to a closed door.
        Rolled towels are crammed against the bottom of it.

                                MRS. LEFFERTS
                  I don't know.  You'll have to
                  leave now, Officer.

        Bud starts for the closed door.

                                BUD
                  What's through here?

                                MRS. LEFFERTS
                  No!  Please leave!

        Bud kicks away the towels, opens the door, steps into...


        DEN

        Innocuous except for the smell.  It hits Bud right off.

                                MRS. LEFFERTS
                  Don't mind the smell.  I think a
                  rat died behind the wall... My
                  Susie was a good girl!

                                BUD
                  Easy.  Tell me about the ruckus.

                                MRS. LEFFERTS
                  I came home that night and there
                  was blood on the floor.  Susan
                  said Stams -- Stens had cut
                  himself.  They were acting
                  nervous.  And that Stens kept
                  going under the house.

        As Mrs. Lefferts goes shrill, Bud beelines out the door.


        EXT. LEFFERTS' HOUSE (SAN BERNARDINO) - DAY

        Holding a flashlight, Bud crawls under the house, into...


        CRAWLSPACE

        Bud elbow-crawls over the dirt, between wooden pilings.

        There's a long burlap sack ahead.  It smells bad.  Bud
        rips burlap.  A rat's nest explodes.  Bud sweeps a
        forearm at them.  As they clear, he sees a gristle-caked
        human skull staring back, a .38 hole in the forehead.

        Undaunted, Bud tears the burlap back further.  He pats
        the corpse's pockets, comes up with a wallet.  Bud checks
        the ID.  "Turner Meeks."  Bus knows him by that name and
        another.

                                BUD
                  Buzz Meeks... Holy shit.


        EXT. LEFFERTS' HOUSE - DAY

        Bud crawls out, blinking sunlight and gulping fresh air.
        Mrs. Lefferts is there.  She's scared.

                                MRS. LEFFERTS
                  Was it... a rat?

                                BUD
                  Yeah.  A great big one.

        Bud opens Meeks' wallet, pulls out a couple hundred bucks
        and gives them to Mrs. Lefferts.

                                BUD
                  Here.  Compliments of the Los
                  Angeles Police Department.


        INT. FORENSICS LAB - DAY

        Ray Pinker looks up from an autopsy as Exley enters.

                                PINKER
                  Hey, just in time for our stomach
                  of the week.  Frankfurters with
                  sauerkraut, French fries,
                  Coca-Cola, alcohol and sperm.
                  Jesus, what a last supper.

        The stiff is Matt Reynolds!  Pinker continues working
        away.

                                EXLEY
                  The Nite Owl.  Anything bothering
                  you about the case?

                                PINKER
                  Yeah.  The fact that you guys
                  won't let it get filed away.

                                EXLEY
                  What are you talking about?

                                PINKER
                  Bud White grilled me on it this
                  morning.  You know, he's not as
                  dumb as I thought.

        As Exley's head swims...

        EXT. LEFFERTS' HOUSE (SAN BERNARDINO) - DAY

        Mrs. Lefferts waters the grass, watches as a car pulls
        up.  Exley gets up, starts toward her.  She drops the
        hose and runs for the front door  Exley cuts her off.

                                MRS. LEFFERTS
                  Let my Susie rest in peace!

                                EXLEY
                  Mrs. Lefferts, I just want to ask
                  a few questions.

                                MRS. LEFFERTS
                  That other policeman already
                  checked under the house and found
                  not a thing amiss.

                                EXLEY
                  Officer White?

                                MRS. LEFFERTS
                  A sweet man.

                                EXLEY
                         (thinking
                          out loud)
                  Under the house.

                                MRS. LEFFERTS
                  All he found were rodents.  No
                  signs of foul play.  So there.

        Exley spots the entrance to the crawlspace.  He hurries
        over, enters nearly flat on his belly.  Mrs. Lefferts
        calls in after him.

                                MRS. LEFFERTS
                  My daughter was a virgin!

                                EXLEY (O.S.)
                  I don't doubt it -- Oh, God.


        INT. HOLLYWOOD STATION - JACK'S DESK - DAY

        Jack sits unshaven and hung-over, the dregs of the Scotch
        bottle on the desk.  He considers a framed "Badge of
        Honor" photo:  Jack and Brett Chase, before a banner "To
        Protect and Serve."  Jack punches a fist through it.


        INT. LAPD - FORENSICS LAB - DAY

        Exley walks alonside as a body bag is wheeled into the
        lab atop a gurney.  Pinker steps over.

                                EXLEY
                  I need an I.D. ASAP.  You talk
                  only to me on this one.


        INT. JACK'S DESK - DAY

        Sitting in disgust, Jack spots something amidst all the
        clutter -- the Great Jerk-Off Books of 1962.  He flips
        one over, looks at the Fleur-de-Lis stamp.  Jack
        remembers something Matt Reynolds told him.  He dials the
        phone.

                                JACK
                  Yeah.  Sergeant Jack Vincennes
                  requesting.  I need the home
                  address on a Pierce Patchett.

                                OPERATOR (V.O.)
                  Please hold, Sergeant...

        As Jack waits, Exley appears in front of him.

                                EXLEY
                  I need to speak to you.

                                JACK
                  Give me a minute, will ya?

        Exley clicks off the phone.

                                JACK
                  Damnit... What?

                                EXLEY
                  I want you to follow Bud White.

                                JACK
                  Even I'm not that crazy.

                                EXLEY
                  It's not a request.  I need to
                  know what White knows.  Follow him
                  or I'll have you pulled off 'Badge
                  of Honor.'  Permanently.

                                JACK
                  Yesterday that might've meant
                  something.  Pull me off.  You'd be
                  doing me a big favor.

                                EXLEY
                  Yesterday yes, today no.  What
                  happened last night?

                                JACK
                  Transfer me, suspend me.  Just
                  leave me alone.

                                EXLEY
                  You make a mistake?

                                JACK
                  Yeah.  My whole life.

        Jack stands, heads out.  Exley follows; he needs help.

                                EXLEY
                  Listen, I think I made a mistake,
                  too.

                                JACK
                  I ain't a priest, Lieutenant.  I
                  can't hear your confession.

                                EXLEY
                  Do you make the three Negroes for
                  the Nite Owl killings?

                                JACK
                  What?

                                EXLEY
                  It's a simple question.

                                JACK
                  You should be the last person who
                  wants to dig any deeper into the
                  Nite Owl, Lieutenant.

        Exley watches as Jack continues down a hall.  Then:

                                EXLEY
                  Rollo Tomasi.

        Jack stops, looks back at him.

                                JACK
                  Is there more to that, or do I
                  have to guess?

                                EXLEY
                  Rollo was a purse snatcher.  My
                  father ran into him off duty.  He
                  shot my father six times and got
                  away clean.  No one even knew who
                  he was.  I made the name up to
                  give him some personality.

                                JACK
                  So what's the point?

                                EXLEY
                  Rollo's the reason I became a cop.
                  I wanted to catch the guys who
                  thought they could get away with
                  it.  It was supposed to be about
                  truth and justice and Rollo.  But
                  somewhere along the way I forgot
                  all that... How about you, Jack?
                  Why'd you become a cop?

        Jack looks like he might cry, but smiles instead.

                                JACK
                  I don't remember...

        Both men are quiet a moment.

                                JACK
                  I'm trying to figure what angle
                  you're playing this time, but I
                  sure as hell can't see one.

                                EXLEY
                  I've given up angles for awhile.
                  I just want to solve this thing.

                                JACK
                  The Nite Owl was solved,
                  Lieutenant.

                                EXLEY
                  I want to do it right.

        So does Jack.

                                JACK
                  Okay, college boy, I'll help you.
                  But I want half the collar.

                                EXLEY
                  A third.  I don't think we can
                  make a case without Bud White.


        EXT. BROWN DERBY - DAY

        A Packard pulls up out front.  Bud gets out, heads
        inside.  Another car pulls up across the street.


        CLOSE ON JACK

        Watching Bud.  Jack gets out, starts across the street.


        INT. BROWN DERBY - BAR - DAY

        At the bar, Johnny Stompanato looks over as Bud joins
        him.  Stompanato isn't happy about it, but he smiles
        anyway.

                                STOMPANATO
                  Wendell White, how's tricks,
                  paesano?

                                BUD
                  I ain't your paesano, you wop
                  cocksucker.

        Nervous, Johnny taps his pinkie ring on a bottle of beer.

                                STOMPANATO
                  What do you want, officer?

                                BUD
                  You remember an ex-cop named Buzz
                  Meeks?  He works for a guy named
                  Patchett.

        Johnny taps his ring harder.  The bottle almost tips.

                                STOMPANATO
                  Should I?

                                BUD
                  His file listed you as a known
                  associate.  Now spill.

                                STOMPANATO
                  Oh, yeah.  That was a long time
                  ago.  Before your day.  The last
                  few years he's been muscle for
                  hire.  But I heard he's
                  disappeared.

                                BUD
                  More.

                                STOMPANATO
                  More's gonna cost you.

        Bud's hand flashes out, grabs Stompanato by the crotch.

                                BUD
                  How 'bout I give you your balls
                  back?

                                STOMPANATO
                         (in considerable
                          pain)
                  Before Meeks disappeared he was
                  popping off about trying to move
                  eighteen pounds of heroin.

                                BUD
                  Bullshit.  Where would a two-bit
                  ex-cop get 18 pounds of heroin?

                                STOMPANATO
                  Deuce Perkins.  Mickey C's
                  narcotics lieutenant.  The night
                  he got clipped, eighteen pounds of
                  Mickey's heroin went missing.

        Bud loosens his grip.  Stompanato gasps for air.


        DOOR

        Jack peels in, catches a glimpse of Bud and Stompanato.
        Too far away too hear anything, Jack quickly ducks out.


        BAR

        Stompanato's recovering.

                                STOMPANATO
                  Meeks is probably in Rio or
                  someplace like that by now.

                                BUD
                  He's under a tract house in San
                  Berdoo.  And he don't smell too
                  good.  What happened to the
                  heroin, Johnny?

                                STOMPANATO
                  I don't know.  I swear it!

        Bud starts to raise a hand.  Stompanato cringes, but Bud
        just slaps a twenty down on the bar and goes.


        INT. BROWN DERBY - PHONE BOOTH - DAY

        Jack's on the phone to Exley.

                                JACK
                  He's in the Brown Derby with
                  Johnny Stompanato.
                         (sees Bud exit)
                  Check that.  I gotta go.


        EXT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        Jack pulls up, sees Bud knock on the front door.  It
        opens and Bud steps in.  Jack doesn't see who opens it.


        EXT. BUSHES - 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        LEAVES RUSTLE.  There's movement in the underbrush.  Jack
        appears, followed by Exley.  Jack pulls a gun as they
        near a window.

                                EXLEY
                  What's that for?

                                JACK
                  Bud White.  He sees us and we're
                  dead.

        They press up to the glass for a partial view.  Bud White
        sits on a footstool massaging a pair of women's feet.
        Jack and Exley exchange a long, curious look.  This isn't
        the Bud White they're used to.  A pair of woman's hands
        take Bud, the arms covered in glitter and satin.

        The woman, Lynn Bracken, leans forward to kiss her
        policeman.  It may have been a long day, but she's every
        inch Veronica Lake.  Only the hair's not over her eye.

        They stand, kiss again.  Lynn's gown spills down around
        her ankles.  Bud scoops Lynn into his arms and the two of
        them disappear into a bedroom.  A long beat before...

                                JACK
                  Jesus... Maybe White's not so dumb
                  after all.

                                EXLEY
                  Rita Hayworth at the morgue and
                  now Veronica Lake with White.
                  What the hell's going on?

                                JACK
                  Movie star hookers.  Whatever you
                  desire... It's Fleur-fr-Lis again.

                                EXLEY
                  What's Fleur-de-Lis?

                                JACK
                  High line whores.  With plastic
                  surgery to look like movie stars.
                  And who knows what else?  It's run
                  by this guy Pierce Patchett.  You
                  want to talk to him?

                                EXLEY
                  Yeah.  But first I want to brace
                  Stompanato.


        INT. BROWN DERBY - ENTRANCE - DAY

        Exley and Jack enter.

                                EXLEY
                  Check the bar.  I got the restaurant.


        RESTAURANT

        Exley scans.  There's Stompanato with a girl who looks
        amazingly like "LANA TURNER."

        Engrossed, Stomapanato doesn't look up till Exley's nearly
        on top of him.

                                STOMPANATO
                  Hey, you want an autograph, write
                  to M-G-M.

                                EXLEY
                  Since when do two-bit hoods and
                  hookers give out autographs?

                                STOMPANATO
                  What?

        As Stompanato stands, Exley flashes his badge.

                                EXLEY
                  L.A.P.D.  Sit down.

                                "LANA"
                  Who in the hell do you think you
                  are?

                                EXLEY
                  Take a walk, honey, before I haul
                  your ass downtown.

                                "LANA"
                  Who in the hell do you think
                  are?!

                                STOMPANATO
                  You are making a large mistake.

        As Jack arrives, Lana tosses a drink in Exley's face.

                                "LANA"
                  Get away from our table!

                                EXLEY
                         (grabs her wrist)
                  Shut up.  Being cut to look like
                  Lana Turner doesn't mean you are
                  Lana Turner.

        Jack pulls him aside.

                                JACK
                  She is Lana Turner.

                                EXLEY
                  What?

                                JACK
                  She is Lana Turner.


        INT. EXLEY'S PLYMOUTH - SUNSET

        Rolling.  The sky glows ahead.

                                EXLEY
                  How was I supposed to know?

        A moment before Jack begins to laugh.  Exley joins him.


        EXT. 1184 GRETNA GREEN (PIERCE PATCHETT'S) - NIGHT

        Exley's Plymouth is parked on the street.


        INT. 1184 GRETNA GREEN (PATCHETT'S) - LIBRARY - NIGHT

        In a silk robe, the unflappable Pierce Patchett smiles
        at Exley.  Jack stands alongside.

                                PATCHETT
                  I believe the Nite Owl's your area
                  of expertise, Mr. Exley.  I saw
                  you on television getting your
                  medal.
                         (turns to Jack)
                  And you're that other celebrity
                  Hollywood policeman, aren't you?

        A beat.  Exley and Jack don't look like they appreciate
        being joked with.  Patchett finally sighs.

                                PATCHETT
                  I'll tell you what I told Officer
                  White when he asked me about
                  Susan's death.

                                EXLEY
                         (a look to Jack)
                  Bud White's been here?

                                PATCHETT
                  For the last time.  I may suborn
                  women into illicit activities, but
                  they're handsomely compensated, I
                  treat them well and make sure the
                  men they deal with show them every
                  due respect.

                                EXLEY
                  Is the Veronica Lake look-alike
                  one of your whores?

                                PATCHETT
                  A vulgar term, but yes.

                                EXLEY
                  What's her name?

                                PATCHETT
                  Lynn Bracken.

                                EXLEY
                  Why's she seeing Bud White?

                                PATCHETT
                  Why do men and women usually see
                  each other?

                                EXLEY
                  Anything else you want to add
                  before I talk to her?

                                PATCHETT
                  No.

                                EXLEY
                  Not good enough.

                                PATCHETT
                         (unfazed)
                  Then try talking to my lawyer.
                  Good evening, gentlemen.


        EXT. 1184 GRETNA GREEN - NIGHT

        Exley and Jack head for the car.

                                JACK
                  Guy's as cool as they come.

        A call CRACKLES in over Exley's RADIO.  Exley picks up.

                                EXLEY
                  This is Exley.

                                DISPATCHER (V.O.)
                  Ray Pinker wants to talk to you,
                  Lieutenant.  Says he has your I.D.

                                EXLEY
                  Tell him Sergeant Vincennes is
                  coming in to talk to him.

                                JACK
                  What are you going to do?

                                EXLEY
                  I'm going to Lynn Bracken's.  I'll
                  meet you at the Dining Car.

                                JACK
                  Great.  You get the girl, I get
                  the coroner.


        INT. LIBRARY (1184 GRETNA GREEN) - NIGHT

        Watching Exley and Vincennes from the window, Patchett
        picks up the phone, dials.

                                HUDGEONS (V.O.)
                         (over phone)
                  Hush-Hush.  Off the record and on
                  the Q.T.


        INT. 1736 NOTTINGHAM (LYNN'S) - LIVING ROOM - NIGHT

        KNOCKING on the door.  Lynn answers to reveal Exley.

                                EXLEY
                  Miss Bracken, I'm Lieutenant
                  Exley.

                                LYNN
                  I know who you are.  You're the
                  policeman Bud told me about.

                                EXLEY
                  Really?  What did White say?

                                LYNN
                  He said you were smart.  He also
                  said you were competing with your
                  dead father.  How did he put it?
                  Trying to measure up to a ghost.

        Exley lets it pass.  As he enters...

                                EXLEY
                  Let's concentrate on my smarts.
                  Pierce Patchett made you, didn't
                  he?  He taught you how to dress
                  and talk and think and I am very
                  impressed with the results.  But I
                  need some answers and if I don't
                  get them, I'm going to take you
                  and Patchett down.

                                LYNN
                  He can take care of himself and
                  I'm not afraid of you.  And you
                  forgot one thing, Lieutenant.
                  Pierce also taught me how to
                  fuck... Can I get you a drink?

        Exley can't help but smile.  Lynn smiles back.

                                EXLEY
                  Scotch.

        Exley watches her as she steps over to fix the drinks.

                                LYNN
                  I'm curious about you.

                                EXLEY
                  Why?

        She hands him his drink.

                                LYNN
                  Because Bud hates you more than he
                  loves me.

        Exley stews.  Lynn watches him over the rim of her glass.

                                LYNN
                  It galls you that I know so much
                  about you.  You don't have
                  information to compete.

                                EXLEY
                  Don't underestimate me, Miss
                  Bracken.

                                LYNN
                  The way you've underestimated Bud
                  White?

        Exley's had it.  A menacing step forward.  Lynn's smile
        becomes a laugh.  Lost to himself, Exley leans in and
        kisses her.  Lynn pulls back, then kisses back.  In a
        beat, they're rolling to the floor, shedding clothes.

        As they trash the furniture, Lynn looks over his shoulder
        at her own reflection in a closet door mirror.


        REVERSE ANGLE - INSIDE CLOSET

        Two-way glass.  Sid Hudgeons is in here SNAPPING
        pictures.  As Lynn and Exley continue with their frantic
        lovemaking...


        INT. FORENSIC LAB - NIGHT

        Ray Pinker rubs his tired eyes.

                                PINKER
                  God bless dental records.  Stiff
                  used to be a cop.  Turner Meeks.

                                JACK
                  Buzz Meeks?

                                PINKER
                  You knew him?

                                JACK
                  Of him.  He was around when I
                  first joined the force.  A bad
                  egg.

        Pinker could care less.  As Jack's wheels turn...


        INT. LAPD - RECORDS ROOM - NIGHT

        Jack searches dusty filing cabinets with dates like 1939
        and 1940.  Reading one headed "Meeks," Jack lets out a
        low whistle.  He's found something.


        INT. PACIFIC DINING CAR - NIGHT

        Jack waits at the bar, watches the door anxiously.

                                JACK
                  Come on, Exley.  Where are you?


        INT. 1736 NOTTINGHAM (LYNN'S) - LIVING ROOM - NIGHT

        Spent, Exley and Lynn sit, half-dressed, on the floor.
        They're quiet.  Then, through a smile:

                                EXLEY
                  How was I?

                                LYNN
                  Oh, the best I ever had.
                  Absolutely the best.

                                EXLEY
                         (laughs)
                  You sound like you mean it.

                                LYNN
                  The silver screen's loss is your
                  gain.

                                EXLEY
                  How about White?

                                LYNN
                  You want to know what Bud's like
                  in bed?

        She actually embarrasses him with that one.

                                EXLEY
                  I want to know why you see him.
                  Is it a Patchett payoff?

                                LYNN
                  I see Bud because I want to.  I
                  see Bud because he can't hide the
                  warmth he has inside him.

                                EXLEY
                  I'll take your word for it.

                                LYNN
                  I see Bud because he makes me feel
                  like Lynn Bracken and not some
                  Veronica Lake look-alike who fucks
                  for money.  I see him because he
                  doesn't know how to disguise who
                  he is.  There's more if you want
                  to hear it.

        Exley shakes his head.  He's heard enough.

                                LYNN
                  Does all that make it harder for
                  you to hate him or easier?

                                EXLEY
                  I don't hate White.  I really
                  don't.  It's just, in my business,
                  it's the wild cars you have to
                  watch out for.

                                LYNN
                  You don't like that you don't know
                  how to play him.  He doesn't
                  follow the same rules of politics
                  you do.  That makes him dangerous.

                                EXLEY
                  You cut to the heart of things,
                  don't you?  What about Lynn
                  Bracken?  She going to be a hooker
                  all her life?

                                LYNN
                  I came out here with a dream.
                  That's gone, but I settled for
                  reality.

                                EXLEY
                  Some reality.

                                LYNN
                  No.  This is the means to the
                  reality.  But I'm not going to
                  tell you what it is.

                                EXLEY
                  Why not?

                                LYNN
                  Because you'll use it against me.
                  Won't you?

        Exley doesn't answer, but the answer is yes.  Lynn
        smiles.

                                LYNN
                  You're tougher than Bud thinks you
                  are.

                                EXLEY
                         (smiles)
                  You're the first person to ever
                  call me tough.

                                LYNN
                  Like recognizes like.  I'm pretty
                  tough, myself.

                                EXLEY
                  You, me and White, huh?

                                LYNN
                  Actually, Bud's only tough on the
                  outside.

        As Exley kisses her...


        IN CLOSET

        Exasperated that he's still stuck in here, Sid Hudgeons
        checks his watch, shakes his head in disgust.


        EXT. 9608 VENDOME (SILVERLAKE) - NIGHT

        Jack knocks at a darkened house.  The porch lights come
        on.  The door opens to reveal Dudley Smith in his
        bathrobe.

                                DUDLEY
                  John Vincennes.  It's three A.M.,
                  lad.

                                JACK
                  Two minutes, Dudley.  It's
                  important.

                                DUDLEY
                  Lucky for you that my wife and
                  four fair daughters are at the
                  beach in Santa Barbara.


        INT. 9608 VENDOME - KITCHEN - NIGHT

        Jack sits at the table while Dudley makes coffee.

                                JACK
                  You remember Buzz Meeks, Dudley?

                                DUDLEY
                  A disgrace as a policeman.
                  Straight D fitness reports from
                  every C.O. he ever served under.
                  What about him?

                                JACK
                  Twelve years ago he worked a vice
                  roust with Dick Stensland.  They
                  arrested a Pierce Patchett on an
                  extortion scam.  Guy ran hookers.
                  He'd have them photographed with
                  their johns, then double-dip for
                  some blackmail.  Charges got
                  dropped.  Insufficient evidence.
                  You were supervising officer on
                  the case and I was wondering if
                  you remember anything about it.

                                DUDLEY
                  What's this all about, lad?

                                JACK
                  Part of it has to do with a
                  murder.  I've been working with Ed
                  Exley on it.

                                DUDLEY
                  You're Narco, lad, not Homicide.
                  And since when do you work with
                  Edmund?

                                JACK
                  It's a private investigation.  I
                  fucked something up and I want to
                  make amends.

                                DUDLEY
                         (smiles, then...)
                  Don't start trying to do the right
                  thing, John.  You haven't had
                  enough practice.

        Dudley walks over, hands Jack his coffee.

                                DUDLEY
                  Have you discussed this with
                  anyone else, John?

                                JACK
                  No.

                                DUDLEY
                  Not even with Exley?

        Jack shakes his head.  Dudley raises a REVOLVER.  He
        FIRES it at point-blank range, right into Jack's heart.
        Jack hits the floor, his cheek pressed flat on the
        linoleum.

        Jack opens his mouth to speak.  His lips form the words,
        but no sound comes out.  Dudley crouches down beside him.

                                JACK
                  Have you a valediction, lad?

        Dudley leans low, gives Jack an ear.  As he dies...

                                JACK
                  Rollo Tomasi...

        Dudley frowns in ignorance at the name.


        INT. LAPD HEADQUARTERS - BRIEFING ROOM - DAY

        Nothing mobilizes the police like losing one of their
        own.  Dudley is at the podium along with Exley.  Dozens
        of detectives take notes, including Bud White.

                                DUDLEY
                  Sergeant Vincennes' body was found
                  in Echo Park at ten o'clock this
                  morning.  Killed by a single .38
                  round to the heart.  One of our
                  own, gentlemen.  We cannot
                  tolerate it.  Justice must be
                  swift and merciless.  That's all.

        As the men move odd, Dudley approaches Exley.

                                DUDLEY
                  Edmund, a word with you.  We
                  received a tip this morning.  Did
                  Vincennes ever mention the name
                  Rollo Tomasi?

        Exley tries to look like he's thinking as Jack calls from
        the grave.  Screaming the name Dudley!

                                EXLEY
                  No... Where'd the tip come from?

                                DUDLEY
                  Anonymous.  Probably nothing.

        As Dudley moves off, Exley watches him go.  Scared.


        INT. LAPD HEADQUARTERS - BUD WHITE'S DESK - DAY

        Bud looks over as Dudley sits down across from him.

                                DUDLEY
                  You're perplexing to me these
                  days, Wendell.  You're not your
                  old, cruel self anymore.  I need
                  proof that the extracurricular
                  work I had planned for you remains
                  within your grasp.

                                BUD
                  What work?

                                DUDLEY
                  I've long been involved in
                  containing hard crime in such a
                  way that myself and a few
                  colleagues might someday enjoy a
                  profit dispensation.  That day
                  will soon be here and you'll share
                  handsomely.  Grand means will be
                  in our hands, Wendell.
                                (MORE)

                                DUDLEY (CONT'D)
                  Imagine crime limited to the
                  criminal element who perpetrate
                  it. Imagine the means to keep the
                  nigger filth sedated.  But don't
                  stop there.  Extrapolate.  Imagine
                  the police in control.  It's big,
                  lad.

                                BUD
                  You lost me, Dudley.  I don't know
                  what you're talking about.

                                DUDLEY
                  You have your extracurricular
                  secrets, I have mine.  We'll hold
                  a clarification session soon.  For
                  now, I need your fearsome old
                  habits at the Victory Motel.
                  We're going to brace a man who may
                  know who killed Jack Vincennes.
                  Can I count on you?

                                BUD
                  Sure, boss.  Sure you can.


        INT. FORENSICS LAB - DAY

        Pinker looks up as Exley enters.

                                EXLEY
                  I want to know what you and Jack
                  Vincennes talked about last night.
                  Anything and everything.  Start
                  with the I.D. on the corpse.

        A put-upon Pinker sighs.

                                PINKER
                  An ex-cop.  Buzz Meeks.  I pulled
                  his police academy photo.

        Pinker goes to his desk for a twenty-year-old photo of
        Meeks.  he hands it to Exley, whose wheels are turning.

                                EXLEY
                  We got a dead ex-cop and a girl
                  who looks like Rita Hayworth at
                  the Nite Owl.  Another dead ex-cop
                  under the house of Rita's mother.
                  It's not a good week for ex-cops.

                                PINKER
                  I got Vincennes in the next room.
                  It's not a good week for cops in
                  general.


        EXT. VICTORY MOTEL - DAY

        A RAIN STORM has turned the courtyard into a mud bath.
        As usual, a light burns in room six.  Bud White parks
        alongside the other cars already here.  He makes a dash
        for the door.


        INT. VICTORY MOTEL - ROOM SIX - DAY

        Sid Hudgeons is cuffed to the hot seat.  Dudley sits
        across from him.  Dudley's henchman Breuning looms.  Bud
        enters.

                                DUDLEY
                  This is Mr. Hudgeons, Wendell.

                                HUDGEONS
                  I'm happy to cooperate.  You don't
                  need to tie me down.

                                DUDLEY
                  It's for your own safety.  Now
                  what can you tell us about
                  Sergeant John Vincennes?

                                HUDGEONS
                  Trashcan Jack.  The Big V.  I can
                  tell you he's on the Night Train
                  to the big adios.

        Breuning cuffs Hudgeons in the side of the head.

                                HUDGEONS
                  Take it easy!  I didn't have
                  anything to do with him getting
                  killed if that's what you mean.

                                DUDLEY
                  But you were business associates?

                                HUDGEONS
                  What does that have to do --

        Breuning cuffs him again.

                                HUDGEONS
                  Okay so we worked together.  It
                  was an information exchange.  I
                  got him first class collars and he
                  got me good stories.  We were
                  friends for Chrissakes!

                                DUDLEY
                  Alright.  We'll drop that line for
                  now.  Next topic.  Please comment
                  on Pierce Patchett.

        Bud looks over at mention of the name.

                                HUDGEONS
                  You think he had something to do
                  with Vincennes getting iced?

        Dudley sighs, looks to Bud.

                                DUDLEY
                  Wendell.  I want full and docile
                  cooperation on all topics.

        Hudgeons flinches as Bud steps up, twice Breuning's size.

                                HUDGEONS
                  Okay.  Okay.  Everyone knows
                  Patchett's worth a boat-load of
                  greenbacks.  From aviation,
                  freeway construction.  But the man
                  has hobbies, too.  He bankrolls B
                  movies under the table and runs
                  movie star look-alike hookers.
                  And try this on:  he's rumored to
                  be a periodic heroin sniffer.  All
                  in all a powerful behind-the-
                  scenes strange-o.

                                DUDLEY
                  And?

                                HUDGEONS
                  And what?

        Bud digs a fist into Hudgeons' gut.  As Hudgeons gasps to
        get his breath back.

                                DUDLEY
                  Reciprocity, Mr. Hudgeons, is the
                  key to all relationships.

                                HUDGEONS
                  He runs call girls.  Primo tail.
                  Fixed up like movie stars.

        Bud looms, rests his hands on the back of Hudgeons'
        chair.  He doesn't like where this is going.

                                DUDLEY
                  And?

                                HUDGEONS
                  In my car.  Blackmail shit.  The
                  trunk under the carpet.  Patchett
                  got me to photograph a cop fucking
                  this gorgeous cunt Lynn, looks
                  just like Veronicaaa --

        Wooden slats pop as Bud tears the bolted chair right out
        of the floor.  Hudgeons and the chair land sideways.

                                DUDLEY
                  Wendell!

        Bud can't hear him.  He uprights the chair one-handed.
        As his fist cocks back, he's restrained by Breuning and
        Dudley.  This is no act.  They can barely hold Bud back.

                                HUDGEONS
                  Get him away from me!

        Bud breaks free, heads outside.


        EXT. VICTORY MOTEL - HUDGEONS' CAR - DAY

        Bud jams a tire iron into the trunk seam and pops it with
        a ferocious yank.  He tears at the carpeting.  A manila
        envelope.  Bud rips it open and 8x10 glossies of Exley
        and Lynn spill out.  Raindrops dot them, as Bud's in his
        Packard and tearing out of there.


        INT. VICTORY MOTEL - ROOM 6 - DAY

        Dudley and Breuning watch from the door.

                                DUDLEY
                  I wouldn't trade places with
                  Edmund Exley right now for all the
                  tea in China.

        Breuning laughs.  So does Hudgeons.

                                HUDGEONS
                  Dudley, I thought you were gonna
                  let the dumb bastard kill me.
                         (to Breuning)
                  And you!  Learn to pull those
                  punches a little better.

        Dudley and Breuning stare at him.  A bit grimly.

                                HUDGEONS
                  You can uncuff me now, fellas.

        But no one moves to do so.

                                HUDGEONS
                  Fellas?
                         (nervous)
                  We had a deal.  You, me and
                  Patchett,  We're a team!
                         (scared)
                  Come on, we're friends.  We're --

        As Hudgeons protests, Dudley slaps a hand over his mouth.

                                DUDLEY
                  Hush-hush...

        As Breuning and Carlisle move in...


        INT. RECORDS ROOM - LAPD - DAY

        A wormish CLERK searches dusty filing cabinets with dates
        like 1939 and 1940.  The same ones Jack looked through.
        Exley steps over from another row.

                                EXLEY
                  Anything?

                                CLERK
                  Nothing.

                                EXLEY
                  So on active duty, Meeks didn't
                  make an arrest from 1938 to '43.

                                CLERK
                  Someone must've pulled the
                  records.

        Exley ponders the implications.  Taking out the photo of
        Meeks, he gets an idea.

                                EXLEY
                  Where are the police academy
                  files?

                                CLERK
                  I don't have time.  I have --

                                EXLEY
                  Just show me where they are!


        EXT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        Blue, Lynn sits on her porch watching the rain come down.
        A SCREECHING on the wet street as Bud's PACKARD pulls up.
        She watches as he gets out and starts for the house.
        Lynn stands, holds her arms out.  Bud stops short on the
        steps, out of reach, the rain soaking him.

                                BUD
                  Did you talk to Exley?

                                LYNN
                  Come in out of the rain.  In the
                  morning we'll have both our
                  stories for breakfast.

        Lightning flashes.  Bud shakes hs head.

                                BUD
                  I want to know about Exley.

                                LYNN
                  He's the opposite of you.  He's
                  more like me.  Cold, calculating.

                                BUD
                  How'd you get to know so much
                  about him?

        More lightning.  Lynn looks God-awful sad.

                                LYNN
                  Come in out of the rain, Bud.

                                BUD
                  You gonna tell me what happened
                  with you and Exley?

                                LYNN
                  We talked.

                                BUD
                  So tell me about it.

                                LYNN
                         (looking away)
                  In the morning.

                                BUD
                  No.  Now.
                         (a beat)
                  You fucked him.

        Too tired to lie anymore, Lynn finally just nods.

                                LYNN
                  I thought I was helping you.  I
                  thought --

        Bud backhands her, hard.  Lynn faces straight into the
        next one as Bud hits her again.  A third time as the sins
        of the father are visited on the son.  Bud stops short as
        the self-realization slams home.  Lynn waits stoically.
        She doesn't start crying till Bud turns and runs back
        into the rain.


        INT. RECORDS ROOM - LAPD - DAY

        Drawers are open.  Files are everywhere.  Exley's reached
        the end of the line.  As he looks through one last file,
        he finds a stack of official photos.  Then he stops
        short.  There's a photo of four cadets and an academy
        instructor.

        Two of the cadets are IDed as Turner Meeks and Dick
        Stensland.  The instructor is Dudley Smith!

        Exley looks up at the sound of FOOTSTEPS and Bud is
        there.  Fury.  He slams Exley, knocks him flat.

        Bud's here to kill him.  He hauls Exley up, pummels him,
        then throws him over the table.  Then up into a wall.
        Plaster cracks.  Bud's on some gonzo animal plane.  Bud
        strangles him.  Exley gags.  It'll be over in moments.

        Until Exley's flailing hands finds Bud's .38.  Yanking it
        from his waistband, Exley smashes Bud in the forehead.
        Bud reels.  But, blind with rage, he moves back in only
        to have the barrel of the .38 placed right between his
        eyes.

                                EXLEY
                  Why?

                                BUD
                  Lynn.

                                EXLEY
                  She told you?

        Bud shakes his head.  He's coiled, ready to make a move.

                                EXLEY
                  Who told you?  Did Dudley have
                  anything to do with you finding
                  out?

        Bud hesitates, the answer obvious.

                                EXLEY
                  Listen to me.  Dudley killed Jack.
                  It has something to do with Buzz
                  Meeks.

        Exley points out the academy photo on the floor.

                                EXLEY
                  Look.  Dudley and Meeks go way
                  back.  Stensland, too.

        Bud sees, but does he really?  As Bud reaches for the
        photo, Exley relaxes slightly.  Bud slaps the gun away,
        drops Exley to the ground.  He grabs, begins slamming his
        head into the floor.

                                EXLEY
                  Think, goddamn you.  Think...

        Exley's almost out.  But maybe Bud heard him.  The attack
        slows, stops as Bud does think.  Exley stays conscious.

                                BUD
                  I knew Stensland and Meeks knew
                  each other.  Meeks was with Sue
                  Lefferts on Christmas Eve.  The
                  night I met Lynn.  Lefferts'
                  mother I.D.ed Stensland as
                  Lefferts' boyfriend, but Stens
                  pretended he didn't know either
                  one of them.

                                EXLEY
                  Stensland and Meeks.  What were
                  they up to?

                                BUD
                  Johnny Stompanato told me when
                  Meeks disappeared, he was trying
                  to move the 18 pounds of heroin
                  that went missing when Deuce
                  Perkins was shot.

                                EXLEY
                  Stensland and Buzz Meeks.  Two-man
                  triggers knocking off Mickey Cohen
                  lieutenants.  When they killed
                  Deuce Perkins, they got heroin as
                  a bonus.

                                BUD
                  Then something goes wrong.  Meeks
                  gets killed.  Maybe Stens got
                  greedy, killed Meeks and left him
                  under his girlfriend's house.
                         (a beat)
                  The night he died, Stens was all
                  mysterious.  Said he had something
                  big going down.

                                EXLEY
                  The Nite Owl!  Stensland was going
                  there to sell the heroin.

                                BUD
                  Somebody got wind of it, killed
                  them all.

                                EXLEY
                  It wasn't the Negroes.  The Griffith
                  Park report was a phony. And, who
                  says the purple Merc was spotted
                  outside the Nite Owl?

                                BUD
                  Dudley.

                                EXLEY
                  The first guys to the car when
                  Jack and I got there were Bruening
                  and Carlisle.

                                BUD
                  Dudley's guys.

                                EXLEY
                  They didn't find the shotguns.
                  They planted them.

                                BUD
                  It all keeps coming back to
                  Dudley.

                                EXLEY
                  It's Dudley for the Nite Owl.

        They just stare at each other a beat as it sinks in.

                                EXLEY
                  Pierce Patchett figures in, too.
                  That's the angle Jack was working.
                  Dudley must work for Patchett.

                                BUD
                  Let's just kill them.

                                EXLEY
                  What?

                                BUD
                  For Jack, for Stensland, for
                  anybody else who got in the way.
                  I've been trying to be smart.  A
                  detective.  But killing those two
                  fuckers, that would be justice.

                                EXLEY
                  Stay smart, Bud.  We build a case.
                  We play by the rules.

                                BUD
                  There are no rules!  Why the fuck
                  are you doing this?  The Nite Owl
                  made you.  You want to tear all
                  that down.

                                EXLEY
                  With a wrecking ball.  You want to
                  help me swing it?

        Bud smiles.  For a second he likes Exley.

                                EXLEY
                  Let's go see Pierce Patchett.  Run
                  a good-cop-bad-cop.

                                BUD
                  Which one are you and which one am
                  I?

        EXT. 1184 GRETNA GREEN (PIERCE PATCHETT'S) - DAY

        Exley and Bud make their way up the walk.  Bud pulls his
        .38 from its shoulder holster, shoves it in his
        waistband.

                                EXLEY
                  You expecting problems?

                                BUD
                  Patchett uses a lot of ex-cop
                  muscle.


        FRONT DOOR

        Exley RINGS the BUZZER.  Looking back, Bud sees a
        pitching wedge and pile of golf balls abandoned in the
        grass.  A single ball floats in the koi pond.  Bud's eyes
        narrow at the sight.  Not like Patchett at all.

                                BUD
                  Come on.

        And Bud shoulders the heavy door right off its hinges.


        INT. 1184 GRETNA GREEN - HALLWAY - DAY

        Bud draws his .38 as he strides in.  Exley tries to keep up.

                                EXLEY
                         (a screaming
                          whisper)
                  What?

        Double doors on the left open into a library.  Bud stops
        short, slowly lowers his gun.  Exley steps up beside him.


        LIBRARY

        Hanging from a ceiling light, Patchett's body slowly
        twists around, a toppled chair beneath him.

                                EXLEY
                  I don't think his ex-cop did him
                  much good.

        Bud goes to the body while Exley heads for a side table
        on which rests a typed sheet of paper.

        Bud checks Patchett's right hand, the knuckles are split,
        two of the fingers badly distended.

                                EXLEY
                  It's a suicide note.  Says he
                  killed Jack because Jack had
                  figured out a pornography scam
                  Patchett was running.

                                BUD
                  He had help getting up there.  Two
                  of his fingers are broken.

                                EXLEY
                  We had one thing figured wrong.  I
                  don't think Dudley workd for
                  Patchett.

                                BUD
                  At least not anymore.

                                EXLEY
                  Patchett's dead.  He sent you
                  after me.  I'd say Dudley's tying
                  up his loose ends.

                                BUD
                         (it hits him)
                  Lynn.

        Bud dashes to the PHONE, dials.  It RINGS.  No one
        answers.

                                EXLEY
                  I got a guy who owes me in the
                  Sheriff's department.  West
                  Hollywood station.  He can be at
                  her house in two minutes.

        Bud shoves the phone into his hand.

                                BUD
                  Call him.


        EXT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        A county sheriff's unmarked parked out front.  A DEPUTY
        behind the wheel.  Exley's Plymouth pulls up behind.  The
        Deputy gets out.  MOVE WITH him as he steps BACK TO
        Exley, who's rolling down his window.

                                EXLEY
                  Is she inside?

                                DEPUTY
                  We took her to Hollywood Station
                  for safekeeping.  Someone worked
                  her over pretty good.  She
                  wouldn't say who.

        Exley looks at Bud.  Bud looks down in shame.

                                EXLEY
                  Hold her as Joan Smith.  No one
                  sees her unless I okay it.

                                DEPUTY
                  You got it, Exley.  And now we're
                  even.

        As the Deputy moves off.

                                EXLEY
                  Ellis Loew.

                                BUD
                  What about him?

                                EXLEY
                  Jack thought he was up to his neck
                  in all this.

        INT. DISTRICT ATTORNEY'S OUTER OFFICE - DAY

        A SECRETARY looks up as Bud and Exley beeline Loew's
        door.

                                SECRETARY
                  You can't go in there!


        INNER OFFICE

        Loew looks up as they burst in.

                                SECRETARY
                  Do you want me to call the police,
                  Mr. Loew?

                                EXLEY
                  Ask for Captain Dudley Smith.
                  We'll have a party.  Hot dogs and
                  sauerkraut.

        A beat as Loew considers his options.

                                LOEW
                  It's okay.  These are police.
                         (as she leaves)
                  What do you want?

                                EXLEY
                  I want D.A. bureau men to tail
                  Dudley Smith twenty-four hours a
                  day; I want you to get a judge to
                  authorize a wire tap on his home
                  phone; I want authorization to
                  check his bank records and I want
                  it all in an hour.

                                LOEW
                  On what evidence?

                                EXLEY
                  None.  Call it a hunch.

                                LOEW
                         (incredulous)
                  Absolutely not.  Dudley Smith is a
                  highly decorated member of this
                  city's police department and I
                  won't smear his name without --

                                EXLEY
                  Without what, his smearing yours
                  first?  What's he got on you,
                  Loew?  Pictures of you and an out
                  of work actor with your pants
                  down?

                                LOEW
                  Do you have any proof?

                                EXLEY
                  The proof had his throat slit.
                         (a beat)
                  So far you're not denying it.

                                LOEW
                  I'm not going to dignify youwith
                  answers.  If you'll excuse me,
                  I've got a Jack Vincennes press
                  conference to prepare for.

        Loew enters his bathroom.  Bud looks to Exley who nods:
        Go.


        OFFICE BATHROOM

        Loew is at the mirror clipping a few stray nose hairs.
        Bud enters full of menace followed by Exley.

                                LOEW
                  Unless you're here to wipe my ass,
                  I think we're through.

        Bud just glares at him.  Loew shakes his head.

                                LOEW
                  Don't try this good cop/bad cop
                  with me.  I practically
                  invented it.  And so what if some
                  homo actor is dead.  Boys, girls,
                  ten of them step off the bus to
                  L.A. every day.

        The MIRROR SPIDERWEBS as Bud slams Loew's face into it.
        Bud swings him around, forces him forward and shoves his
        head in the toilet.

        He holds it there, finally lets Loew up for breath.  Then        
        backhands:  one, two, three.

                                BUD
                  Dudley Smith.  Spill.

                                LOEW
                  Call him off, Exley!

                                EXLEY
                  I don't know how.

        More backhands.  Holding Loew by the scruff of the neck,
        Bud marches him past Exley and back into the...


        INNER OFFICE

        Bud heaves up the window, practically throws Loew through
        it.  Loew catches hold of the window framing.  Bud
        hammers his hands loose with a fist and pushes him
        through.


        OUTSIDE

        Bud holds his leg.  Loew screams as coins, comb and
        wallet spill from his pockets, plummet toward the street
        below.


        INNER OFFICE

        Bud shakes Loew, could drop him at any time.

                                EXLEY
                  Bud...

                                BUD
                  If I let you go, there'll be ten
                  more lawyers to take your place
                  tomorrow.  They just won't come on
                  the bus, that's all.


        OUTSIDE

        We hear Loew's PANT LEG TEARING loose.

                                LOEW
                  Okay!  You're right!  Dudley's got
                  photos of me and Reynolds.

                                EXLEY
                  What's Dudley's scheme?

        More TEARING.  Loew's life may depend on the answer.

                                LOEW
                  Dudley's rotten to the core.  He's
                  taking over Mickey Cohen's
                  rackets, his own hand-picked
                  cops'll be the new franchise
                  holders.  Because of those
                  pictures I won't be able to
                  prosecute.  Oh Jesus pull me up!


        INNER OFFICE

        Exley helps pull Loew back inside.  Bud dumps him on the
        floor.  Bruised and bloodied, Loew looks up at Exley.

                                LOEW
                  Dudley's got everyone under his
                  thumb.  Not just me, but the Chief
                  of Police, the lieutenant
                  governor, everybody!

        Exley pulls his .38, shoves it into the side of Loew's
        neck.

                                EXLEY
                  Not everybody.  You tip-off Dudley
                  and Officer White visits you alone
                  next time.

        Loew looks at Bud, nods, his face a bloody mess.


        EXT. CITY OFFICE BUILDING - DAY

        Exley and Bud exit.  Bud's wheels are turning.

                                BUD
                  They never made a match on the
                  shotgun serial numbers.  What if
                  Breuning and Carlisle took them
                  from the evidence room?  Couple of
                  cold pieces that had been hanging
                  around a year or two.

                                EXLEY
                  We should check the records, and,
                  we should talk to Lynn.

        Bud just stares at him a beat.

                                EXLEY
                  You want to talk to her?

        Bud looks away, shakes his head "no."  Finally...

                                BUD
                  You do it.  I'll check the files.


        INT. SHERIFF'S DEPARTMENT - HOLDING ROOM - DAY

        Lynn looks up as Exley enters.  her face is puffy,
        swollen.

                                LYNN
                         (dry)
                  If I knew you were coming I'd have
                  baked a cake.

                                EXLEY
                  Forget everything else for a
                  second, Lynn.  Is there anything
                  you can give me on Dudley Smith?

        A blank look from her.

                                EXLEY
                  A police captain.  I think he's
                  behind all of this.

                                LYNN
                         (shakes her head)
                  I work for Patchett.  I had a
                  feeling that there was someone
                  else, but I never knew who.

                                EXLEY
                  Okay.  Look, if it helps, Bud
                  hates himself for what he did.

                                LYNN
                         (a beat)
                  I know how he feels.

        A beat as Exley wonders how he should interpret this.

                                EXLEY
                  I don't know if it's pathetic or
                  romantic, but when this is all
                  over I'd like to see you again.

        Lynn looks away, can't help an ironic smile even as she
        starts to cry.  As Exley gives her his handkerchief...


        INT. LAPD - EVIDENCE ROOM - NIGHT

        Bud waits at the cage window as a RECORDER returns with
        some information.

                                RECORDER
                  I got your guns, Bud.  Signed in
                  April 3rd, 1950.  Remember the
                  First Western bank robbery?  They
                  were used in that.

                                BUD
                  I want to see them.

                                RECORDER
                  No can do.  I can't find them.

        As Bud thinks, a ROOKIE-TYPE approaches.

                                ROOKIE-TYPE
                  Uh -- Sergeant White?

                                BUD
                  What?

                                ROOKIE-TYPE
                  Dispatch just got a call for you.
                  Lieutenant Exley wants you to meet
                  him at the Victory Motel.


        EXT. VICTORY MOTEL - SUNSET

        Bud's Packard crests the rise looking down on the
        Victory.  Exley's Plymouth is in the courtyard.


        INT. VICTORY MOTEL - ROOM 6 - SUNSET

        Exley in the hotseat.  Sitting there thinking.  At a CAR
        DOOR CLOSING, he goes to the door.


        ANOTHER ANGLE

        Exley opens the door as Bud approaches, toting a shotgun.
        The sun is down.  The sky is just a dull glow.

                                BUD
                  You wanted to meet here?

                                EXLEY
                  Me?  You called it.  I got a
                  message that...

        As the reality sinks in, Bud and Exley hear TIRES on the
        GRAVEL; CARS are COMING.  Being in a concavity, they
        don't see them yet.  Then the CARS STOP.   But still Bud
        and Exley can't see anything.  They hear the CLICKS of
        CAR DOORS OPENING, but they don't hear them shut.  There
        are FOOTSTEPS, MURMURED WHISPERS.  More CARS PULL UP.

                                EXLEY
                  Shit... Come on.

        Exley starts for his car, but Bud holds him back.

                                BUD
                  Too late.

        A beat.  Resigned, Exley nods.  They retreat back to Room
        6, disappear inside.  A beat.  There's MOVEMENT in the
        shadows to the left.  To the right.


        INT. VICTORY MOTEL - ROOM 6 - NIGHT

        There's a big back window.  Bud covers most of it with a
        ratty old mattress.  He pumps the shotgun.

        He pulls a .45 automatic from his waistband.

                                BUD
                  Here.

        He throws the auto to Exley, pulls out a .38.  Bud's
        armed for bear.

                                EXLEY
                  You figured this was a set-up?
                  And you showed up anyway?

                                BUD
                  A lot of bad stuff happened here.
                  It's as good a place as any for it
                  to end.

        Bud switches off the light.  They wait in silence.  Then:

                                EXLEY
                  You know, all I ever wanted was to
                  measure up to my father.

                                BUD
                         (softly)
                  I spent years trying not to live
                  down to mine.
                                (MORE)

                                BUD (CONT'D)
                         (thinking)
                  We should block off the bathroom.
                  They could come through --

        A CREAK outside the front door.  Bud levels the SHOTGUN.
        BOOM!  The DOOR is BLOWN OFF ITS HINGES.  We see the
        figure of a man sprawl back in the dirt.  In the darkness
        beyond, MUZZLE FLASHES from all around.  Exley and Bud
        RETURN FIRE.

        We hear the BACK WINDOW BREAK under a MUFFLED BLOW.  Bud
        charges back, yanks down the mattress revealing two men
        climbing through.  Sitting ducks:  torn apart by THREE
        TRIPLE-AUGHT ROUNDS close in.  A beat, then...

                                EXLEY
                  We got him!

        Bud smiles, in on the plan as theres an answering WHOOP.
        A third man looks through the window.  BOOM!  Bud nails
        him.

        Bud motions Exley to stay put, then slips out the window.


        EXT. VICTORY MOTEL - NIGHT

        Bud crouches, looks between the cinder blocks supporting
        the room.  Two sets of feet shuffling along.  Bud FIRES
        the SHOTGUN.  Shrieks as the men go down.  Bud extends
        the .38 to fire point blank headshots.  Then...

        Bud flattens himself as a wicked CROSSFIRE TEARS UP ROOM
        6.


        INT. VICTORY MOTEL - NIGHT

        Exley is forced down as well, lying flat as plaster rains
        down.

        The door frame splinters as more Dudley men charge in.
        Four men with rifles.  One is Patchett's Burly Bodyguard.
        They spot Exley lying there.  Hushed whispers as they
        approach:  "Dead meat."  "Be careful."  Kicks in the
        side.  The men look at each other, sneer.

        Exley jerks a foot.  The foot man stumbles as Exley spins
        around SHOOTING.  FIRING the .45 and his own .38.  All
        four men go down.  Exley stands, digs into his pocket to
        reload.

        Bud scrambles back through the window.  Exley looks over
        and smiles as Bud reloads the shotgun.  It's dead quiet.

                                EXLEY
                  I'm thinking we might walk away
                  from this.

        At that instant, Dudley steps through the bathroom door.
        He's got Exley dead to rights.  As he squeezes the
        trigger, Bud leaps forward, pushes Exley hard to the
        ground.

        The SHOT passes through Bud's back by his left shoulder
        blade.  It spins him around.  A SECOND SHOT to the
        stomach slows him to a walk as he charges Dudley.  A
        THIRD ROUND SHATTERS Bud's jaw, but still he comes.
        Driven by rage, his hands reaching for Dudley's throat.
        He even gets hold before a FOURTH SLUG tears his chest.

        Bud falls hard.

        Dudley swings his aim to Exley who's just managed to
        shake the cobwebs of being flattened by Bud.  A frozen
        moment.

                                DUDLEY
                  I'm loathe to kill my brother
                  officers, Edmund.

                                EXLEY
                  Tell that to Jack Vincennes.  To
                  Stensland.

                                DUDLEY
                  Jack was a shame, but Dick
                  Stensland had the audacity to try
                  to sell me my own heroin.  Through
                  his whore girl friend.  I sent him
                  to make the buy.  The rest is
                  history.

                                EXLEY
                  Why?

                                DUDLEY
                  A vacuum, Edmund.  That's what we
                  have in Los Angeles.  Sending
                  Mickey Cohen up created it.  My
                  containment work maintained it.
                  Certain photographs guarantee it.
                  Organized crime has been held
                  back, but there's still a demand
                  for the services it provides.

                                EXLEY
                  And now you'll provide them.

                                DUDLEY
                  Absolutely.  Prostitution and
                  gambling are victimless crimes.
                  The heroin we'll run down to the
                  coloreds.  Anesthetize them.  As
                  long as it's not a middle class
                  problem, no one will care.  It's
                  still a crime free city... for
                  respectable people.

        Dudley aims the .38, cocks back the hammer.  We hear
        DISTANT POLICE SIRENS.

                                DUDLEY
                  This isn't politics, Edmund.
                  There won't be winners and losers
                  when it's over...

        Dudley doesn't see Bud stir, reach into a pocket.

                                DUDLEY
                  Just the living and the dead.
                  It's always been that way in the
                  Bureau.  You should've realized
                  that before you became a
                  detective.

        It's over.  Dudley's finger tightens on the trigger.  But
        Dudley screams as Bud buries a switchblade into his left
        calf.  It took all Bud had left.  As he collapses...

        Dudley wails; Exley dives for Bud's shotgun.  Dudley
        FIRES, misses.  A wild SHOTGUN BLAST takes out half the
        wall.  Dudley stumbles out the door.  SIRENS BLARE.


        EXT. VICTORY MOTEL - NIGHT

        Dudley drops his gun as the cruisers stream down.  Exley
        steps out behind him, but doesn't drop the shotgun.  The
        two of them are bleached white by headlights.

        Dudley raises his badge over his head.

                                DUDLEY
                  We're policemen!
                         (winks)
                  Let me do the talking.  They'll
                  make you Chief of Detectives.

        Exley steps ahead to block his way.

                                EXLEY
                  No.

                                DUDLEY
                  Why not, lad?  Absolute justice?

                                EXLEY
                  Something like that.

                                DUDLEY
                  Really?  Would you be willing to
                  rig crime scene evidence to
                  support a prosecuting attorney's
                  working hypothesis?

        Exley doesn't answer.  Dudley smiles.

                                DUDLEY
                  Would you be willing to beat
                  confessions out of suspects you
                  knew to be guilty?

        Exley glares.  Laughing, Dudley brushes by, limps toward
        the gathering policemen.

                                DUDLEY
                  Are you willing to shoot hardened
                  criminals in the back to offset
                  the chance they'll --

        The SHOTGUN BELCHES flame.  Dudley goes down, shot in the
        back.  Exley drops the gun, raises his hands over his
        head.

                                                   DISSOLVE TO:


        L.A. MONTAGE

        "RAGS TO RICHES" PLAYS.


        EXT. ROSE BOWL PARADE - DAY

        Riding in a convertible, waving to the crowds is the
        Grand Marshal -- the new Vice President, a young
        Richard Nixon.


        INT. OBSERVATION ROOM - NIGHT

        A midnight assembly.  The Chief, D.A. Loew and several
        high ranking brass.  Their attention riveted
        THROUGH the one-way glass into...


        INT. ROOM #1 - NIGHT

        Bloody, exhausted, Exley sits across from two INTERNAL
        AFFAIRS DETECTIVES.

                                INTERNAL AFFAIRS #1
                  You have a lot of explaining to
                  do, Lieutenant.

                                EXLEY
                  Yes.  I do.

        As Exley begins...


        TELEVISION SCREEN

        Where we're informed that tonight's episode of "Badge of
        Honor" is:  "Dedicated to the memory of technical advisor
        Sergeant Jack Vincennes."


        EXT. VENTURA FREEWAY - CAHUENGA PASS - DAY

        A ribbon is cut.  Eager motorists roll down the blacktop.


        EXT. GRAUMAN'S CHINESE THEATER - DAY

        Ronald Reagan applauds as Jane Wyman plunges her hands
        into fresh sidewalk cement.


        INT. OBSERVATION ROOM - NIGHT

        The brass exchange concerned looks and raied eyebrows as
        they watch Exley THROUGH the glass, his VOICE heard OVER
        the SPEAKERS.


        INT. UNION STATION - DAY

        The Flatnose Frisco loan shark and Cauliflowered
        Cleveland enforcer seen earlier at the Victory Motel
        return to L.A., ready to fill the vacuum.


        EXT. NEWSSTAND - DAY

        Hush-Hush is delivered.  The headline:  "Actor Reynolds
        in his Final Role:  Conductor of the Night Train to Slice
        City."


        INT. ROOM #1 - NIGHT

        Exley stares across at the Internal Affairs Detectives.

                                EXLEY
                  That's it.  That's the whole
                  story.

        As Exley looks to the gray-tinted wall mirror...


        OBSERVATION ROOM

        Loew leans over, whispers to the Chief.

                                LOEW
                  The press would have a field day
                  with this.

                                CHIEF
                         (a beat)
                  When in doubt, feed them a hero.
                  In this case, we'll need more than
                  one.

                                                   CUT TO:


        LOS ANGELES EXAMINER HEADLINE:

                           R.I.P. DUDLEY SMITH
                   Fabled L.A. Cop Dies Defending City
                           from Organized Crime!


        INT. LAPD HEADQUARTERS - BRIEFING ROOM - DAY

        Exley in his dress blue uniform.  The Chief smiles, pins
        gold stars to his shoulders.

                                CHIEF
                  Captain Edmund Exley.  Chief of
                  Detectives.  Los Angeles Police
                  Department.

        Applause.  Flashbulbs.  Lynn watches from the back as
        Exley runs a handshake gauntlet.  Finally, he spots her.
        She's returned to her natural brunette.  Looks even
        better.  Exley steps over.

                                EXLEY
                         (ironic smile)
                  I tried to throw it all away and
                  they give it back in spades.


        EXT. PARKING LOT - DAY

        Exley walks Lynn out.

                                EXLEY
                  Where will you go?

                                LYNN
                  Bisbee, Arizona.  The air's good
                  for pensioners and I know where
                  everything is.

                                EXLEY
                  When?

                                LYNN
                  Right now, before I back down.

                                EXLEY
                  Where is he?

        Lynn gestures ahead.  They walk to her car.  She opens
        the back door.  Bud's in the back.  Braces on his legs,
        head sutured.  Jaw wired shut and tubes running in and
        out.  But his hands still look strong.  Bud forces a
        smile through the wires, tries to say something, but
        can't.

                                EXLEY
                  Thanks for the push.

        Exley takes his hand.  Bud squeezes till both men wince.

                                EXLEY
                  You just did what you did.  No
                  rank, no glory.

        Exley slips his Medal of Valor into Bud's hand.

                                EXLEY
                  From me to you.  It'll mean
                  something if it's yours.

        Bud takes it, turns away so Exley won't see the tears.

                                LYNN
                  We should go now.

        As Exley steps back, Lynn closes the door.  PARTY noises
        drift from upstairs.  Exley looks to Lynn.

                                EXLEY
                  Do you think I ever could've been
                  in the running?

                                LYNN
                  Some men get the world.  Others
                  get ex-hookers and a trip to
                  Arizona.

        A beat.  Exley wishes he'd gotten the trip to Arizona.
        She kisses him on the cheek, gets in the CAR.  STARTS it.

        Exley looks back at Bud.  Bud presses his hands to the
        glass.  Exley touches his side, palms half the man's
        size.  Hands against hands.

        The car moves. A turn into traffic, a good-bye TOOT on
        the HORN.  Exley's all alone.  As he watches them go...

                                                  FADE TO BLACK.





                                 THE END