Actor Point >> Movie Scripts >> Ocean's Twelve Film Script

Ocean's Twelve Movie Script

Writer(s) : George Nolfi

Genres : Comedy, Crime, Thriller

Search IMDb : Oceans Twelve



                           OCEAN'S TWELVE


                             Written by

                            George Nolfi



                                                       ROUGH DRAFT


1    A MULTI-COLORED SCREEN                                      1

     After a few introductory credits, we pull back to reveal the
     source of this kaleidoscopic backdrop: A SINGLE, STRIPED
     TULIP, planted in a long row of other tulips. A HAND reaches
     in and pulls the tulip from the ground. We then cut to:

1A   A BASKET of tulips, carried by hand to a truck, where it    1A
     is loaded with hundreds of other baskets. The door of the
     truck is SHUT and we cut to:

1B   The door of the truck OPENING to reveal that the tulips    1B
     are now boxed and crated. A forklift moves the crates onto a
     wagon, which is driven by a MANNED CART across the biggest
     warehouse on the planet, the Bloenen Markt (CHECK THIS--
     steven) in Amsterdam, Netherlands. The cart and wagons we
     were following disappear into a maze of synchronized
     activity.

1C   The cart arrives in the AUCTION ROOM, which is             1C
     constructed like an ampitheater: the buyers sit in a steeply
     raked semi-circle, facing two giant, clock-shaped scoreboards
     that display the bids on the flowers being viewed. The
     striped tulips fetch a very high price.

1D   The carts of striped tulips are delivered to an automated 1D
     sorting apparatus of enormous size and complexity. They end
     up on a truck heading for the airport.

1E   The tulips are loaded onto a plane. During the transatlantic
     flight, they sit nestled in the cargo hold.

1F   The tulips are unloaded from the plane, driven across an    1F
     airport tarmac and loaded onto another plane.

1G   The tulips are unloaded from the plane and loaded onto a   1G
     truck. The truck drives through a small town and pulls into
     the back of a


2    EXT./INT. FLOWER SHOP -- DAY                                2

     A YOUNG MAN takes delivery of the flowers and carries them
     through the rear of the store to the display area up front.
     We stay on the tulips as we hear the following conversation:

                         CUSTOMER
               Wow. How do they do that?




                                                       (CONTINUED)

                                                               2.
2   CONTINUED:                                                  2


                        OWNER
              It's an accident. It means the
              flower developed a virus early
              in the bulb stage. The flaws
              create the unusual coloring.

                        CUSTOMER
              Can you arrange something for me
              with those?

                        OWNER
              Of course. What kind of price range
              are you looking for?

    Now we SEE the customer: TESS.

                        TESS
              Well, it's for my parent's
              anniversary. They don't know I'm
              coming. I just want it to be
              beautiful. Can you just do whatever
              you think looks best?

                        OWNER
              I'll need a few minutes.

                        TESS
              Take your time, please. And thank
              you.

    The Owner moves toward a corner of the store where the
    flowers are arranged. Tess walks around, looking at the rest
    of the store.

    Tess looks out the window. A black sedan is pulling up at the
    curb.

                        OWNER
              That should be some surprise.

                        TESS
              Which?

                        OWNER
              For your parents.

                        TESS
              Oh. Yes. I hope so.

    One of the POWER TWINS gets out of the driver's side door and
    crosses in front of the car. Tess starts moving away from the
    window.


                                                      (CONTINUED)

                                                                3.
2   CONTINUED: (2)                                               2


                        OWNER
              Which one is it?

                           TESS
              I'm sorry?

                        OWNER
              Anniversary.

                        TESS
              Oh. Fortieth

                        OWNER
              Wow. Okay. I think I have an idea.
              Something classic.

    The Power Twin opens the rear passenger side door, revealing
    TERRY BENEDICT.

    Tess turns away from the window.

                        TESS
              Do you have a bathroom?

                        OWNER
              Straight back, on the left. It's
              unisex.

                           TESS
              Thank you.

    Tess scurries to the back.

                        OWNER
                  (to Tess, a caveat)
              It's unisex!

    Tess flies past the bathroom and heads for the back door. She
    pushes through it and runs right into Power Twin No. 2.

                                                      CUT TO:


3   EXT. HOUSE -- DAY                                           3

    A nice place on the eastern seaboard. We hear the faint sound
    of a phone ring.

                                                                  4.



4   INT. HOUSE -- DAY                                             4

    Danny Ocean picks up the receiver, checks the caller ID. He
    smiles and answers:

                        DANNY
              Miguel Diaz speaking.

    Almost immediately, his expression clouds. He looks at his
    watch.

                        DANNY (cont'd)
              Tess, Tess. It's okay. You remember
              what we talked about, if this
              happened? All right. Call me in
              twenty-four hours on that number.

    He hangs up the phone and runs out of the house. He doesn't
    take anything with him.


5   EXT. HOUSE -- DAY                                             5

    Danny runs out of the house and down the street, leaving his
    car in the driveway.


6   INT. CAR -- DAY                                               6

    Tess, floral arrangement in her lap, sits in the car with
    Benedict.

                        BENEDICT
              The Baldwins.

                        TESS
              What about them?

                        BENEDICT
              We had dinner with them three years
              ago. You talked about your parent's
              anniversary.

    She says nothing.

                        BENEDICT (cont'd)
              I'm getting married next month.

                         TESS
              So am I.




                                                      (CONTINUED)

                                                                   5.
6    CONTINUED:                                                     6


     A beat.

                         BENEDICT
               Well, I hope Danny is as good as he
               thinks he is. A bouquet toss in
               prison can get pretty ugly.


7    INT. BANK VAULT -- DAY                                        7

     Danny takes a safe deposit box out of a wall, He opens the
     box, revealing a CELL PHONE and some CASH.


8    EXT. TRAIN STATION (NOT A BIG ONE) -- DAY                     8

     Danny boards a train.


9    INT. AMTRAK TRAIN -- DAY                                      9

     The landscape hurtles by. We pan over to find Danny sitting
     next to the window. We continue to pan and find REUBEN
     TISHKOFF seated next to a group of male commuters.

                          REUBEN
                   (over)
               I really think you're being too
               sensitive. She's crazy about you. I
               can tell.


10   INT. SPA -- DAY                                              10

     REUBEN lies in a mud bath, his face covered with a dried
     exfoliating "mask" treatment. There is a cigar in one hand
     and a cellphone in the other. His eyes are closed to the sun.

                          REUBEN
               Joyce, she's ninety-two. I'm all
               she has left.
                   (beat)
               The wheelchair thing was an
               accident, she's having some trouble
               with the joystick. I'll adjust it.
                   (beat)
               I told you, when her mouth hangs
               open like that, that means she's
               happy.
                   (beat)
               I am. When are you coming over?
                  (beat)
                          (MORE)

                                                       (CONTINUED)

                                                                   6.
10   CONTINUED:                                                    10


                          REUBEN (cont'd)
               You're tired because you work too
               much. You don't have to work all
               the time. Don't you want to take a
               break? Those trays look so heavy.
                   (beat)
               Of course. How could you ask that?
                   (beat)
               Because when I heard you laugh, all
               my problems disappeared.

     A SHADOW crosses over Reuben's face, and Reuben squints open
     one eye. There, with the sun like an aura behind his head, is
     TERRY BENEDICT.


11   INT. AMTRAK TRAIN -- DAY                                    11

     Reuben is handed a bloody mary by the porter, who then
     continues on, bringing a glass of white wine to THE AMAZING
     YEN.


12   INT. POOL -- DAY                                            12

     Yen swims a strong, steady freestyle. Pull back to reveal
     that he is swimming in a 9' by 5' "Endless Pool" in his 15th
     floor Shanghai apartment.

     A HAND MOVES INTO FRAME and turns off the water current. Yen
     immediately slams into the end of his jacuzzi-sized pool. He
     lifts his head out of the water to SEE the POWER TWINS
     standing "poolside."

     He spits out a stream of invective, in Chinese. The Power
     Twins look at each other.


13   INT. AMTRAK TRAIN -- DAY                                    13

     Yen sets his magazine down and heads for the bathroom, where
     TURK and VIRGIL MALLOY are waiting in line.

                         TURK
               The opening doesn't work.

                         VIRGIL
               Duh.

                         TURK
               She shouldn't have the same dream
               as Franklin. He's the antagonist.


                                                       (CONTINUED)

                                                               7.
13   CONTINUED:                                                13


                         VIRGIL
               It was your idea.

                         TURK
               No it wasn't.

                         VIRGIL
               Well, it wasn't mine. It couldn't
               be; it's too stupid.

                         TURK
               Why do you do that? why do you have
               to get personal?

                         VIRGIL
               It's not personal, it's a fact.


14   INT. YOGA STUDIO -- DAY                                   14

     VIRGIL and TURK MALLOY, in GTX lycra yoga gear lead a class
     (mostly female) through the vinyassa. The studio is mirrored
     on three sides.

                         TURK
               It's personal. You don't argue
               logically. You attack.
                   (to the class)
               Bring the right foot back even with
               the left, buttocks raised high....
                   (to Virgil)
               ...you have to have reasons, to
               support your argument...
                   (to the class)
               ...flattening the back so the body
               forms a triangle.

                         VIRGIL
               I can't listen to you anymore. It
               makes me physically sick.

     Turk looks to him, but also sees a GUY in the class staring
     at all of the women "raising their buttocks high". He
     indicates this to Virgil, who goes over to the guy.

                         TURK
               Relax the crown of the head toward
               the floor. Draw the hips away from
               the hands, len--gthening the spine.
               And press the heels toward the floor.




                                                       (CONTINUED)

                                                               8.
14   CONTINUED:                                                14


     Virgil steps on the guy's back and leans down to whisper in
     his ear.

                            VIRGIL
                  This a serious class. No pigs
                  allowed. Okay?

                            GUY
                  Sorry.

                            TURK
                  Virge.

     Virgil stands up. Benedict and the Power Twins are standing
     right behind him. His expression changes as he sees them in
     the mirror.


15   INT. AMTRAK TRAIN -- DAY                                  15

     The Malloys and Yen are still waiting for the bathroom.

                            TURK
                  You're hallucinating.

                            VIRGIL
                  Yeah, whatever, OJ.

     Finally, the lock OPENS and RUSTY RYAN exits. We follow him
     to his seat, where he puts on a pair of headphones.


16   TIGHT SHOT                                                16

     Of molten metal bubbling in a small iron cask, a jeweler's
     cask. MOVE to REVEAL a GARAGE filled mostly with cars in some
     state of restoration

     FIND RUSTY as he painstakingly works on a new piece that is
     just BELOW FRAME. Whatever it is, it is clearly getting to
     him. He shakes his head; it's not right. It's just not good
     enough. Rusty glances at the digital thermometer attached to
     the cask of molten metal. It reads: 736.18 degrees.

                            RUSTY
                  You are kidding me.

                                                                   9.



17   INT. RUSTY'S CAR -- DAY                                     17

     Rusty glances in his rearview as he drives through the city
     talking on his cell phone. He's keeping an eye on a white
     Cadillac that seem to be following him.

                         RUSTY
               736.18 degrees Fahrenheit, Felix.
               I watched it.

                         FELIX (TELEPHONE V.O.)
               Rusty. What do you want from me?

     Rusty turns a corner, then glances in his rearview again.

                         RUSTY
               I want what I paid for.

                         FELIX
               And that's what I sent.

                         RUSTY
               No, Felix, no. I paid for pure. And
               if my workshop were on top of Mount
               Everest it would be pure. But I'm
               at sea level, Felix, and at sea
               level it should liquefy at 736.95.
               If it's pure, that is. Which this
               isn't.

     Rusty makes another turn. A few seconds later, the Cadillac
     turns behind him.

                         FELIX (TELEPHONE V.O.)
               Well, I didn't know you were going
               to liquefy it.

     Rusty pulls to a stop light. The Cadillac pulls up three cars
     behind him.

                         RUSTY
               Let me ask you something: When
               Christo calls his cotton supplier
               and asks for 100% cotton cloth, do
               you think his supplier sends him
               98% cotton and 2% polyester and
               when that doesn't work, says to
               Christo, "Well, you should have
               told me you were going to wrap the
               coast of Australia"?




                                                       (CONTINUED)

                                                               10.
17   CONTINUED:                                                 17


                         FELIX
               Who's Christo?

     Rusty looks to the heavens.

                         RUSTY
               Felix, you're in a shame spiral.
               Have your assistant lose my number.

     Rusty snaps his phone shut.

                         RUSTY (cont'd)
               My god.

     Rusty looks into the rear view mirror and then slows the car
     to a stop. He gets out of his car and slams the door shut.
     He walks back to the Cadillac and knocks on the window. It
     rolls down electronically to reveal Benedict.

                         RUSTY (contd)
               How long you gonna give us?


18   INT. AMTRAK TRAIN -- DAY                                  18

     Rusty continues to listen to his headset. We pan over to see
     FRANK CATTON seated opposite him.


19   INT. RITZ CARLTON HOTEL, NEW YORK -- DAY                  19

     The penthouse apartment. It takes the entire floor and has a
     360 degree view. Right now, all of the furniture inside of it
     is being taken away by movers. Frank enters frame.

                         BENEDICT
               Four weeks.

                         FRANK
               We stole that money fair and
               square. You bought people off to
               find me. You took advantage during
               an economic downturn, and made them
               say some shit they shouldn't have
               said. It's not fair, it's not just,
               and it aint' cool.

     A long beat. Benedict stares back at him.

                         FRANK (cont'd)
               Did you hear what I just said?



                                                       (CONTINUED)

                                                                  11.
19    CONTINUED:                                                   19


                          BENEDICT
                I heard what you said, Frank. Did
                you hear what I said?

      Frank looks at Benedict and the Power Twins.


20.   INT. AMTRAK TRAIN -- DAY                                    20

      Frank takes us to Livingston.


21    INT. STAGE -- NIGHT                                         21

      Livingston performs a stand-up routine.

                          LIVINGSTON
                How many people here tonight were
                stupid enough to have children?

      A few people raise their hands.

                          LIVINGSTON (cont'd)
                Wow. No, seriously, that's great. I
                have a child. A daughter. She's
                five. They get to you, right? Am I
                right? Like emotionally. I mean,
                sometimes she'll turn to me with
                her little face and her little
                shiny eyes, and she'll say, "Daddy,
                please stop hitting me," and it
                just breaks my heart.'

      People aren't sure what to make of this.

                          LIVINGSTON (cont'd)
                I'm Livingston Dell. Thanks for
                listening. See you at ten.

      Livingston strides off stage as we see that he is at the
      Bellagio, in the lounge. Benedict and the Power Twins are
      waiting for him. Somehow he isn't surprised.

                          LIVINGSTON (cont'd)
                    (to Benedict)
                I appreciate you letting me finish
                my run. You've been very patient.

                          BENEDICT
                What can I say? You're a funny guy.

                                                               12.



22   INT. AMTRAK TRAIN -- DAY                                  22

     Livingston takes us to Saul Bloom, reading the Racing Form.


23   INT. THE WASPIEST IMAGINABLE MEN'S CLUB -- DAY            23

     All dark wood and oriental rugs. MOVE across a row of oil
     paintings that flatter stodgy club members from the 1800s to
     the present. Land on Saul, sitting in window light that
     mimics the aforementioned portraits.

                         SAUL
               What it is about horses? I ask you.
               Is it the strength? The beauty? The
               fearlessness? The grace? Of course.
               But there's something else.
               Something in the eyes.

     The person with him nods.

                         SAUL (cont'd)
               Yes. When I look into a horse's
               eyes, I can tell: This one's a
               winner.

     A jacketed WAITER appears, holding a tray.

                         WAITER
               Excuse me, Mr. Bloom?

                         SAUL
               Yes?

                          WAITER
               There appears to be a problem with
               your card.

     The waiter tips the tray to reveal Saul's credit card, which
     has been CUT INTO TINY PIECES. Without missing a beat, he
     reaches for his wallet.

                         SAUL
               You take Visa?

                         WAITER
               I was acting on instructions from
               your business manager.

                         SAUL
               My business manager?



                                                       (CONTINUED)

                                                                 13.
23   CONTINUED:                                                   23


                         WAITER
               Mr. Benedict.


24   INT. AMTRAK TRAIN -- DAY                                    24

     Saul leads us to Basher.


25   INT. RECORDING STUDIO -- NIGHT                              25

     Basher is putting the finishing touches on a song. A producer
     and engineer sit behind a huge mixing console. It's good--
     Basher's really got something going here.


26   INT. RECORDING BOOTH -- MOMENTS LATER                       26

     Basher is leaning over a thick legal document, and Benedict
     is leaning over him. The music has been turned off.

                         BENEDICT
               Look at it this way...Eugene....if
               the album goes platinum it'll cover
               what you owe. And if the second one
               goes gold, that should cover the
               interest.


27   INT. AMTRAK TRAIN -- DAY                                    27

     Basher takes us to Linus.


28   INT. CAR -- DAY                                             28

     Linus looking from the front seat to the back, talking to
     Benedict.

                         LINUS
               I'm responsible for myself. I have
               my own life and my own plans. I've
               never asked for anything but a fair
               shake. We make a deal, I stick to
               the deal.

     He turns forward, thinking. Then after a beat, he turns back
     to Benedict.




                                                       (CONTINUED)

                                                                  14.
28   CONTINUED:                                                    28


                         LINUS (cont'd)
               I just need to be absolutely clear
               that we have an understanding: If
               you contact my father, I'll kill
               myself, and you'll never get the
               rest of your money.

     Benedict nods. Linus turns forward and exhales, relieved.


29   INT. AMTRAK TRAIN -- DAY                                     29

     Linus takes us back to Danny. The train hurtles onward.

                                                        CUT TO:


30   ABSOLUTE BEDLAM                                              30

     Reuben, Yen, the Malloys, Frank, Livingston, Saul, Basher,
     and Linus are all talking at once -- right at us. Right at
     Danny. And they are not happy.

     The group is in an abandoned WAREHOUSE somewhere near NYC.

     Danny is overwhelmed, like a deer caught in the headlights.
     He throws a desperate glance at Rusty, who's looking out the
     window serenely, letting Danny flounder.


31   MOMENTS LATER                                                31

     Total silence. Everyone just stares at Danny, waiting for an
     answer.

                         DANNY
               How many can't make the deadline?

     Everyone raises their hands except Reuben.

                         REUBEN
                   (off their looks)
               So I'm smarter than those schmucks
               on Wall Street. Whose fault is that?

     Fair enough.

                         DANNY
               How many think if they run, they'll
               be found?




                                                       (CONTINUED)

                                                                 15.
31   CONTINUED:                                                   31


     Everyone raises their hands. Including Reuben. Danny gets up,
     walks over to Rusty.

     The rest of the guys shrug and begin talking amongst
     themselves.

     After a long beat.

                         DANNY (cont'd)
               Well, the only other--

                         RUSTY
               We're on the five o'clock.

                            DANNY
               Good.

     A beat.

                            DANNY (cont'd)
               Where?

                            RUSTY
               Amsterdam.

     Danny steps back.

                         DANNY
               AMSTERDAM!?

     Danny's tone draws everyone's attention. Noticing this, Danny
     and Rusty move into a nearby dilapidated office doorway.

     The guys go back to talking, mostly about what they were
     doing when they were found. This rises steadily in volume
     until the din is obliterated by a LOUD VOICE:

                         DANNY (cont'd)
               I'M TELLING YOU THIS IS A DEATH
               SENTENCE!

                         RUSTY
               FINE, THEN STAY HERE!

     The guys exchange glances. Danny walks over to them and
     sighs.

                                                        CUT TO:

                                                               16.



32   INT. AIRPORT TERMINAL -- TICKETING AREA                   32

     Livingston hands his passport to a KLM AGENT.

                         LIVINGSTON
               Flight 144 to Amsterdam.

     JUMP CUT TO the agent handing Livingston his boarding pass.

                         KLM AGENT
               You're in seat 43J. Enjoy your
               flight.

                         LIVINGSTON
               Uh...there must be some mistake. I
               mean...unless...is your first class
               section in the back of the plane?

     The agent looks back at him, confused.

                            KLM AGENT
               No.

     JUMP CUT TO the agent handing Linus his boarding pass:

                            KLM AGENT (cont'd)
               32E.

     CUT TO the agent handing Virgil and Turk their tickets.

                            KLM AGENT (contd)
               41C and D.

     JUMP CUT TO the agent handing Saul his boarding pass:

                            KLM AGENT (cont'd)
               55K.

                         SAUL
               Fifty-five K? There's a fifty-five
               K?

                         KLM AGENT
               We've increased capacity by
               employing advanced design
               technology.

                         SAUL
               You made the seats smaller. Can you
               just say that? You made the seats
               smaller.



                                                       (CONTINUED)

                                                               17.
32   CONTINUED:                                                 32


     JUMP CUT to show Frank:

                         FRANK
               See, you're not hearing me. What
               I'm trying to tell you is the
               reservations agent made a mistake
               when she issued the ticket, because
               on the rare occasions that I fly
               commercially, I always book a first-
               class ticket with no restrictions--

     The desk agent looks back at him skeptically.

                         KLM AGENT
               She may have, air, but this is the
               only ticket available to you on
               this flight. I need you to step
               aside so I can take care of the
               next customer.

                         FRANK
               Now, listen: Don't make me get
               black.


33   INT. SECURITY AREA                                        33

     Frank stands with his arm outstretched, shoes and belt off.
     Two TSA officers run metal detecting wands over every inch of
     his body. Three more guys pick through his luggage: they
     squeeze toothpaste from his Sensodyne tube, sniff his hair
     products, unroll his "tighty-whitey" briefs....

     PAN to REVEAL that Basher is getting the exact same
     treatment, right next to him. They exchange looks.

     REVERSE ANGLE: the rest of the group stands sipping iced
     lattes from Starbucks and watching the show. Reuben walks up.

                          DANNY
               Reuben.

                         REUBEN
               I wanted to wish you luck. And
               listen: I want to do something
               for you.

     Reuben hands Danny an envelope.

                         DANNY
               What's this?



                                                       (CONTINUED)

                                                                 18.
33   CONTINUED:                                                   33


                         REUBEN
               Take it. Take it. This is the
               least I can do. I've got a friend
               who owns the Bellagio of Amsterdam
               and I've made reservations for all
               of you there. It's all taken care
               of.

                         RUSTY
               That's very touching, Reuben.

                         REUBEN
               It's the least I could do. I love
               you guys. Enjoy.

     Yen says something in Chinese.

                         REUBEN (cont'd)
               No, thank you.


34   INT. 747 -- NIGHT                                           34

     Yen sits in First Class, playing an in-seat video. Virgil and
     Turk kneel on either side, watching his progress.

                            VIRGIL
               Nice.

                         TURK
               Great anticipation.

                         FLIGHT ATTENDANT
               Gentlemen, you'll have to go back
               to your seats now.

     Reluctantly, they do. We follow them back to coach, where
     they pass Linus, talking to himself.

                          LINUS
               Ground level. First floor. Day one.
               Planning stages.
                   (beat)
               Planning stages.

     We move on to find Livingston, who grabs Turk by the arm.

                         LIVINGSTON
               How'd he get that seat?

                            TURK
               What seat?


                                                       (CONTINUED)

                                                                  19.
34   CONTINUED:                                                    34


     Turk moves on, taking us past a sleeping Saul and landing on
     Danny and Rusty, who watch a movie with fixed expressions. A
     reverse angle shows us that the video screen is twenty rows
     away--it is impossible to discern any detail at all. Rusty
     takes his headphones off and exhales. Danny notices this and
     does the same. After a beat:

                         RUSTY
               Call me an elitist asshole, call me
               a bourgeois clown, call me anything
               you want, but 'economy' is
               bullshit.

                         DANNY
               Oh, I don't know...it's not that ba-

     The guy in front of Danny moves his seat back suddenly and
     spills Danny's drink all over Danny's lap.

     Linus approaches Danny and Rusty.

                         LINUS
               Hey. You guys have a minute?

                         DANNY
               Sure, Linus.

                         RUSTY
               What's on your mind?

                         LINUS
               Well, I know this may not be the
               exact right time to bring this up,
               but I've been thinking
               about...well, about where I want to
               be in five years, career-wise, and
               I've decided I really want to be
               more than just a role-player. I
               really see myself as kind of an
               idea man, like you guys. I mean, I
               know you do your part and you're in
               the trenches with us and all, but
               it's really your show, and like I
               said, five years from now, I want
               to be running my own show....

     Danny and Rusty exchange a look...then look back at Linus.

                 DANNY                            RUSTY
     Uh-huh.                          Right.




                                                          (CONTINUED)

                                                             20.
34   CONTINUED: (2)                                           34


                         LINUS
               So if there's any opportunity for
               me to be involved in the, you know,
               planning stages of things, I would
               really appreciate it. I really feel
               like I'm ready for more
               responsibility and that I could
               really make a contribution.

     Rusty turns to Danny.

                         RUSTY
               Are you thinking what I'm thinking?

                            DANNY
               Evelyn.

                         RUSTY
                   (to Linus)
               We're negotiating the terms with
               her tomorrow. You feel up to
               taking the lead?

                         LINUS
               Are you serious?

                         DANNY
               Absolutely.

                         LINUS
               This isn't some gag?

                            RUSTY
               No gag.

                         LINUS
               Wow. Yeah. That would be awesome.

                         DANNY
               Okay, then.

                         LINUS
               Man. I wasn't sure if I should say
               anything. Now I'm glad I did.

                            DANNY
               So are we.

                         RUSTY
               We're here to listen.




                                                     (CONTINUED)

                                                                 21.
34   CONTINUED: (3)                                               34


                         LINUS
               Great. Thanks. Really. You won't
               regret this.

     Linus leaves. Danny and Rusty put their headphones back on.
     Now they look content.

     Basher and Frank watch Linus go.

                         BASHER
               Tom.

                         SAUL
               He can be a Tom?

                         BASHER
               Anybody can be a Tom.

                          SAUL
               You gotta make your own
               opportunities. This ain't a
               rehearsal.

                         BASHER
               Tom.

     Saul chews his economy class trail mix.

                         SAUL
               Boy, you're tough.

                         BASHER
               Stop calling me "boy".

     Saul stops chewing. They look at each other.

                                                        CUT TO:


35   EXT. AMSTERDAM -- DAY                                        35

     Establishing shots of the city.


36   EXT. RED LIGHT DISTRICT -- DAY                               36

     The group makes their way down a damp cobblestone street.
     They stop in front of a window and look up.

     REVERSE ANGLE




                                                       (CONTINUED)

                                                                 22.
36   CONTINUED:                                                   36


     They have stopped in front of a narrow townhouse that has
     been converted to a hotel. The sign says "Bellagio of
     Amsterdam."


37   INT. BELLAGIO OF AMSTERDAM -- DAY                             37

     A single room with 12 bunks in it. Their noses are wrinkled
     up because the place stinks.

                         LIVINGSTON
               How could he lie to us like that?

                         RUSTY
               The sign said 'the Bellagio of
               Amsterdam'.

     Everyone looks at each other and turns to leave.

                         LINUS (?)
               Wait a minute. That's it?

                         DANNY
               Yeah.

                         LINUS
               Look, you guys no frills, no perks,
               run-and-gun, all that stuff, and I
               said no problem because I believed
               you were right that we shouldn't go
               deeper into debt and spend money we
               don't have. I mean, am I the only
               one who thinks this might actually
               be a good thing? That we could use
               a little humility? That maybe we
               were a little too pleased and
               impressed with ourselves after the
               Benedict job? Okay, I grant you
               that maybe this isn't what we
               deserve, but maybe it's what we
               need. We can do this. No, I take it
               back: We have to do this.

     A long beat.

                                                         CUT TO:


38   EXT. AMSTERDAM'S FINEST FIVE-STAR HOTEL                       38

     Four black mercedes skid to a stop outside Amsterdam's finest
     five-star hotel.


                                                        (CONTINUED)

                                                                  23.
38   CONTINUED:                                                    38


     Everyone emerges with big smiles on their faces. Everyone
     except Linus. He scowls, yanks his bag back from the hotel
     doorman who rushed over to take it for him.


39   EXT. CONVENIENCE STORE, UNITED STATES -- DAY                 39

     Tess enters and buys a phone card.


40   EXT. PHONE BOOTH -- DAY                                      40

     Tess talks to Danny. Across the street, a BLACK SEDAN is
     parked.

                         TESS
               What are you doing in Amsterdam?

                         DANNY (PHONE V.O)
               Only what I have to do to get
               Benedict off our backs.

                         TESS
               Be careful, Danny. Please.

                         DANNY
               How's work?

                         TESS
               It's the same. I'm distracted.

                            DANNY
               I'm sorry.

                         TESS
               It's not your fault.

                         DANNY (TELEPHONE V.O.)
               I keep trying to figure out what I
               did wrong. How did he find us?

     Tess can't bring herself to tell Danny the truth, that it was
     entirely her fault.

                         TESS
               Danny, don't keep thinking about
               it.

                         DANNY (TELEPHONE V.O.)
               I did something wrong. He should
               never have found us.



                                                       (CONTINUED)

                                                                 24.
40   CONTINUED:                                                   40


                         TESS
               I'll call you tomorrow. I love you.

                         DANNY
               I love you.


41   INT. AMSTERDAM HOTEL SUITE -- NIGHT                          41

     Danny hangs up the phone and site.

                                                        CUT TO:


42   INT. HOTEL -- NIGHT                                          42

     In other rooms, the guys get themselves settled in. Each
     takes a step toward personalizing their suite.


43   EXT. AMSTERDAM COFFEE HOUSE -- DAY                           43

     Danny and Rusty lead an obviously eager Linus towards a
     coffee house.

                         RUSTY
               She'll try and use her looks to
               distract you. Don't let her.

                         DANNY
               Be polite, but firm.

                           LINUS
               Right.

                         RUSTY
               Don't get soft on us. Don't make
               too many concessions.

                           LINUS
               I won't.

     Danny and Rusty nod. Okay.


44   INT. COFFEE HOUSE -- CLOSE ON EVELYN.                        44

     Who is obviously a MAN IN DRAG.

     Linus looks to Danny and Rusty but they give him nothing.




                                                       (CONTINUED)

                                                                  25.
44   CONTINUED:                                                    44


                         EVELYN
               The onset of summer is like a woman
               who owns too many shoes.

     She/He looks to Linus, who looks to Danny and Rusty.

                         DANNY
                   (bailing Linus out)
               If animals were capable of
               flattery, the World Bank would be
               open until 8pm.

                         EVELYN
               When I was four years old, I saw my
               mother kill a spider with a tea cozy.

     Again, the Evelyn looks to Linus, who has nothing to say.

                         RUSTY
               A doctor who specializes in skin
               diseases will dream that he has
               fallen asleep in front of the
               television. Later he will wake up
               in front of the television but not
               remember his dream.

     Evelyn nods and looks to Linus, as do Danny and Rusty. He
     furrows his brow, then speaks:

                         LINUS
               O let the sun beat down upon my
               face, stars to fill my dreams. I
               am a traveler of both time and
               space, to be where I have been.

     Danny and Rusty stare at Linus like he's nuts, like he's just
     cracked. Evelyn's entire expression changes.

                         EVELYN
               Your young friend has a great deal
               to learn about respect.

     She/He puts his/her drink down and walks to another part of
     the establishment.

                         DANNY
               Linus...why don't you wait outside.

     Rusty and Danny follow Evelyn and quietly console him/her.

                                                                 26.



45   EXT. COFFEE HOUSE -- AFTERWARD -- DAY                       45

     Linus cools his heels.   Danny and Rusty emerge from inside.

                         DANNY
               Is that your idea of making a
               contribution?

                         RUSTY
               Her terms were scandalous. And we
               were lucky to get them after what
               you said.

                         DANNY
               The deal was this close to being
               blown.

                          LINUS
               "Deal?"   What "deal?"

     Danny and Rusty just look at him.

                         LINUS (cont'd)
               I know what you guys are doing.

     Danny and Rusty exhange looks. What?

                         LINUS (cont'd)
               Look. That...person had too many
               cupcakes.

     They just keep staring at him.

                         LINUS (cont'd)
               I was playing along.

                         RUSTY
               "Playing along!"

                         DANNY
               You called her mother a whore.

                         RUSTY
               A really cheap one.

                         LINUS
               Guys, I'm not falling for this.
               I'm not....

     But Danny and Rusty aren't laughing.    They look pissed.
     Seriously pissed.



                                                         (CONTINUED)

                                                                     27.
45   CONTINUED:                                                       45


                           LINUS (cont'd)
               I mean...

     Danny and Rusty just look at him.      Linus squirms.

                         LINUS (cont'd)
               I called her mother a whore?


46   INT. AMSTERDAM HOTEL SUITE -- NIGHT                             46

     Danny and Rusty explain the job to the group.

                         RUSTY
               It's a privately owned home. But
               don't let that fool you. It's
               extremely well-protected.

     A photo of a four-story canal house is displayed on a flat
     screen connected to Livingston's computer.

                         SAUL
               What are we after?

                         DANNY
               A document. A very old, very
               valuable document.

     A photo labeled "The Vanderspeigle Getuigschrift" is
     displayed on screen.

                         VIRGIL
               What is it?

                         RUSTY
               A stock certificate.

                         DANNY
               The first one ever issued, from the
               first corporation on the planet.
               The Dutch East India Trading
               Company. It's the only one of it's
               kind and it's worth a boat-load.

                         TURK
               What's our cut?

                         RUSTY
               2.7 million after expenses.

     A beat. Turk seems confused...



                                                             (CONTINUED)

                                                                28.
46   CONTINUED:                                                  46


                         TURK
               Each?

                         VIRGIL
               Who negotiated this?

     Danny and Rusty look at Linus,

                         LINUS
               Thanks.

                         LIVINGSTON
               What do we know so far?

                         DANNY
               There's a dummy key pad by the
               front door.
                   (points to a diagram)
               But the alarm is really controlled
               by the keypad in Mr.
               Vanderspeigle's second floor
               office. Now, here's good news: we
               already know the system's master
               code. Evelyn gave it to us.

                          FRANK
               That's not good news, that's really
               good news.

                         VIRGIL
               We just wait until he leaves.

                         DANNY
               Yeah, well...that's the bad news.

                         RUSTY
               He doesn't.

     Frank flinches. Doesn't like what he's hearing.

                         DANNY
               He's agoraphobic.


47   AMSTERDAM PLANNING MONTAGE                                 47

     Shots of their mark, Vanderspeigle, being an agoraphobic
     weirdo.

                         LIVINGSTON
               So he's never been out of his
               house? Ever?


                                                       (CONTINUED)

                                                                 29.
47    CONTINUED                                                   47


                           RUSTY (V.O.)
                Not once since he moved in ten
                years ago.

                          SAUL (V.O.)
                Doesn't this guy believe in fresh
                air?

                          RUSTY (V.O.)
                Cracks his windows at
                night...that's about it.

      When Vanderspeigle cracks his window we see that locking pins
      fall into place to prevent the window from opening more than
      a few inches.

                          LIVINGSTON (V.O.)
                Can we tap into the system from the
                outside through the phone lines?

                          RUSTY (V.O.)
                Negative. It's a closed-loop
                system with two redundant servers
                locked into titanium cases in the
                guy's bedroom.

47A   We SEE the servers in Vanderspeigle's bedroom.             47A

                          BASHER (V.O.)
                Could we use a remote device to
                trigger the panel?

                          DANNY (V.O.)
                It's hard-wired and shielded.


48    INT. HOTEL SUITE -- THE PLANNING SESSION (CONTINUOUS)      48

                          TURK
                Guys, am I missing something here?
                We know his damn code, right?
                You're telling me with that much
                information we can't find a way
                into this freak's house?

      Frank flinches again. He seem to be reacting to the term
      "freak."

                          TURK
                Can't we just get a telephone
                repair truck...

                                                                   30.



49   AMSTERDAM PLANNING MONTAGE (CONTINUOUS)                       49

                         TURK (V.O.)
               ...put the basket up and use a
               telescoping rod through the open
               window to tap out the guy's code?

     Turk's idea plays out as it is in his MIND'S EYE, until:

                         RUSTY (V.O.)
               The street in front of the house is
               blocked off to vehicles.

                         DANNY (V.O.)
               And it's covered by five
               independently-wired surveillance
               cameras....

                         RUSTY (V.O.)
               Monitored 24-hours a day by a
               security company.

     We SEE the security arrangements they describe.


50   INT. HOTEL SUITE -- THE PLANNING SESSION (CONTINUOUS)         50

                         SAUL
               God, this guy really is a freak.

                         BASHER
               Crazy freak.

     Frank reacts again to the term "freak."   It really bothers
     him.   Danny notices.

                         DANNY
               Something wrong?

                         FRANK
               Just...don't call the guy a freak,
               okay?

     Everyone turns and looks at Frank like he's a freak.

                         FRANK (cont'd)
               What?

     The entire room is staring at him.




                                                        (CONTINUED)

                                                                    31.
50   CONTINUED:                                                      50


                          FRANK (cont'd)
                What?! I mean, am I the only one
                here who feels funny about stealing
                from a...a...handicapped guy?

     Danny looks to one side of the room...then the other.

                           DANNY
                Yeah.

     The rest of the room agrees. Matter closed.    Everyone just
     turns back to what they're doing.

                          DANNY (cont'd)
                Okay, so we know what we can't
                do...

     Frank stews.

                          DANNY (cont'd)
                Time to think outside the box,
                guys.

     A beat.   Everyone thinks.    Then:

                          LINUS
                Okay, here's something...I've got
                an idea...suppose we--

                           RUSTY
                No.

                          LINUS
                Well, but how--

                          RUSTY
                There's a Goldmann Grid over the
                enitre surface.

     Linus looks at him.

                          RUSTY (cont'd)
                Is that what you were thinking
                about?

     Linus nods.

                          DANNY
                    (sudden idea)
                But....




                                                         (CONTINUED)

                                                               32.
50   CONTINUED: (2)                                             50


                         RUSTY
               --Well, that's different.
               Especially if we--

     Rusty makes a circular motion with his finger and then stops
     it with his other hand.

                         DANNY
               Right.

                         LINUS
               What?

                         RUSTY
                   (quick aside to Linus)
               A Schuman Special.
                   (then to Livingston)
               Livingston--

                         LIVINGSTON
               Absolutely. I mean, I'd need a day
               to--

                         RUSTY
               You'll have three. Basher?

                         BASHER
               No worries.

                         RUSTY
               Virgil, Turk.

                         VIRGIL.
               Just gotta get the gear.

                         TURK
               Sweden.

                         RUSTY
               Yen?

     Yen says something in Chinese.

                         RUSTY (cont'd)
               What, and give up show business?
               Saul--

                         SAUL
               I know, I know. I'll be bored.
               You'll be fine.




                                                       (CONTINUED)

                                                                  33.
50   CONTINUED: (3)                                                50


                         RUSTY
               Clock's running.

     Everyone gets up and leaves. Within seconds, Linus is alone,
     standing in the middle of the room.

                         LINUS
               What's a Schuman Special?


51   INT. HOTEL SUITE -- THE PLANNING SESSION -- NIGHT            51

     Livingston uses a mock up of the alarm panel as a visual aid.

                         LIVINGSTON
                   (to Basher)
               Your shot has to hit directly above
               the keypad.


52   AMSTERDAM PLANNING MONTAGE (CONTINUOUS)                      52

     We see Basher rehearsing the shot. He can't get a clear shot
     of the target. In fact, he can't see it. He turns to Saul.

                         BASHER
               Let me see the specs.

     Saul pulls a well-worn copy of the alarm system blueprint.
     Basher goes to the height of the alarm keypad in the bedroom.
     It's 4' 10".

                         BASHER
               How tall is the surface of this
               roof?

                         SAUL
               About 87 feet.

                         BASHER
               How tall exactly?


53   INT. HOTEL SUITE -- DAY                                      53

     Danny looks at a diagram of the safe they'll have to crack
     when they get inside Vanderspeigle's house, the safe that
     contains the "Vanderspeigle Getuigschrift". Everyone but
     Linus and Rusty are here.

     But then Rusty comes in.



                                                         (CONTINUED)

                                                                34.
53   CONTINUED:                                                  53


                         RUSTY
               You're not going to believe this.

                         DANNY
               Try me.

                         RUSTY
               We don't have line-of-sight.

                         DANNY
               What?

                         RUSTY
               We tried everywhere. Some places
               we're only three or four inches
               off...but...there's no straight
               shot. Even with Basher. It's
               literally impossible.

     Linus enters, out of breath. Seeing everyone, he goes to
     Danny and Rusty.

                         LINUS
               Can I talk to you guys for a second?

     They nod and allow Linus to pull them into the corner. Linus
     looks over at the group and then turns to 'them.

                         LINUS
               Listen, I've done a little research
               on the Schuman Special, and uh...we
               don't have line of sight for the
               shot.

                         DANNY
               What?

                         RUSTY
               Jesus. This'll kill us.

                         DANNY
                   (to Linus)
               Listen: Don't say anything. If
               you're ever going to run your own
               crew, you've got to remember to
               never show weakness.

                         RUSTY
               It's like blood in the water for
               these guys.




                                                       (CONTINUED)

                                                             35.
53   CONTINUED: (2)                                           53


                         DANNY
               If they think you're slipping, you
               won't even see it coming.

     Linus swallows.

                         RUSTY
               But hey--thanks.

     Linus nods and goes back to the group.

                         RUSTY
                   (to Danny)
               I need some air.


54   EXT. CANAL -- DUSK                                      54

     Rusty and Danny walk along the adjacent road.

                         DANNY
               The Swinging Priest?

                         RUSTY
               Not enough time.

                         DANNY
               Crazy Larry.

                         RUSTY
               Too many variables.

                         DANNY
               Robinov's Revenge?

                         RUSTY
               Too many obstacles.

                         DANNY
               The Soft Shoulder.

                         RUSTY
               Not enough people.

                         DANNY
               Baker's Dozen.

                         RUSTY
               We'd need a woman.

                         DANNY
               Hell in a Handbasket.


                                                     (CONTINUED)

                                                                36.
54   CONTINUED:                                                  54


                         RUSTY
               Can't train the cat that quickly.

                         DANNY
               I can't have my wife watch me
               hauled off in handcuffs again.

                         RUSTY
               It's always about you, isn't it?

                         DANNY
               This like running toward a cliff.
               Speaking of which, how's Isabel?

                         RUSTY
               I have no idea what you're talking
               about.

                         DANNY
               You get the tattoo removed?

                         RUSTY
               Given its location, my doctor
               advised against it.

     Rusty stops walking. Danny continues, then notices he is
     alone. He turns back to Rusty.

                         DANNY
               What are you doing?

                         RUSTY
               We're here.

                         DANNY
               Oh.

     As Danny and Rusty enter the hotel, Rusty trips on the steps.

                         DANNY
               Nice.

     Rusty bends down to look at the step. He notices that one
     tile on the edge of the stop has lost some mortar. He touches
     the tile and watches the lip rise up and down, up and down,
     as though it's cantilevered.


55   THE GROUP STARES INTO CAMERA                               55

                         SAUL
               You want to do what?


                                                       (CONTINUED)

                                                    37.
55   CONTINUED:                                      55


     REVERSE to REVEAL Rusty and Danny.

                         RUSTY
               Tilt it. Raise it slightly.

                         SAUL
               The whole house?

                         RUSTY
               It's only a few inches.

                         BASHER
               Then I'll have line-of-sight.

                         FRANK
               We can't tilt a whole house.

                         VIRGIL
               They did it with the Leaning Tower
               of Pisa.

                          RUSTY
               Exactly.

                         SAUL
               It took three hundred guys two
               years to do that. You're crazy.
               Nobody's ever done anything like
               this.

                         RUSTY
               Not true. Palowski did it in `64
               in Venice and `73 in Istanbul.

                          SAUL
               Really?

                         LIVINGSTON
               And he only had a crew of six.

                         RUSTY
               There are thirty pylons. We cut
               them, insert the jacks, and crank.

                         BASHER
               For nineteen hours. Here's the
               order in which they have to be
               done.

                                                                  38.



56   EXT. VANDERSPEIGLE'S HOUSE -- NIGHT                          56

     It is pouring rain. From across the canal, we MOVE towards
     Vanderspeigle's house, favoring a barge moored just out
     front. Then, instead of moving over the barge, we PUSH
     THROUGH its hull to--


57   INT. BARGE HULL                                              57

     FIND Frank and Livingston inside manning a series of
     industrial water pumps. They're grimy and covered in sweat.
     Rain drips through the deck above them.

                         LIVINGSTON
               So, Basher approached me about
               being on a crew.

                            FRANK
               When?

                            LIVINGSTON
               Yesterday.

     Frank thinks about that.

     Yen pops his head out from a small tube and says something in
     Chinese.

     Frank shrugs...doesn't understand. Yen tries again.... This
     time he enunciates very clearly and talks very loudly (like
     Americans do when foreigners don't understand English).

     Frank nods, starts turning the handle of the water pump in
     the opposite direction. Yen climbs down out of the tube.
     Then he climbs back up the tube. He picks up a jack in the
     corner. Climbs back in the tube.


58   INT. UNDER VANDERSPEIGLE'S HOUSE - NIGHT                     58

     We FOLLOW him as he climbs through the tube and emerges
     underneath Vanderspeigle's house, inside its foundation.

     The thirty pylons extend from the base of the house into the
     into the swamp it sits atop of. There is little space
     between the swamp level and the house.   Runoff from the rain
     outside drips everywhere.




                                                       (CONTINUED)

                                                               39.
58   CONTINUED:                                                 58


     FIND Danny and Rusty struggling to place a hand-cranked jack
     into a freshly cut space in one of the timber pylons. They
     are covered in muck and grime

                         RUSTY
               The good news is, after the first
               twelve hours, I stopped being able
               to smell anything.

                         DANNY
               Took a few more for me.

                          RUSTY
               This water was stagnant six hundred
               years ago.

     FIND the Malloys, thirty feet away, using a fancy underwater
     saw to cut a space in another pylon. Because the cutting is
     taking place underwater it is extremely quiet.

                         VIRGIL
               There's no reason for him not to.
               He would go to the cops.

                         TURK
               Okay, so he goes to the cops.

                         VIRGIL
               Then they arrest Dominique.

                         TURK.
               Right.

                         VIRGIL
               Then we have no story.

                         TURK
               Right.

                         LINUS
               She steals the money from Mr.
               Mulroney.

     They turn to look at Linus, sawing nearby.

                         TURK
               What?

                         VIRGIL
               Why would she?




                                                       (CONTINUED)

                                                                 40.
58   CONTINUED: (2)                                               58


                         LINUS
               To pay Franklin to keep quiet.

     Turk and Virgil think about that. Linus keeps sawing.

                         TURK
               That's good.


59   INT. APARTMENT ACROSS FROM VANDERSPEIGLE'S HOUSE -- NIGHT   59

     Basher and Saul sit in big cushiony chairs.

                          SAUL
               Counterfeiting? Me?
                   (beat)
               I have to tell you, it's not
               something I condone. It's cheating.

                         BASHER
               It is cheating.

                         SAUL
               There's no subtlety to it.

                         BASHER
               It's kind of embarrassing.

                         SAUL
               No one I know...

                         BASHER
               I can't imagine anything like that.

     A long beat. Then each of them reach into their jackets and
     produce $20 bills. They exchange and examine the bills
     closely by eye. Satisfied, they trade them again and return
     them to their coat pockets.

                          SAUL
               Not bad.

                          BASHER
               Bolivia.

                         SAUL
               Diego's people?

                          BASHER
               Yeah.



                                                       (CONTINUED)

                                                                 41.
59   CONTINUED:                                                   59


                         SAUL
               Well. Congratulations.

                         BASHER
               I told him about you.

                         SAUL
               I'm too old. That's dangerous. My
               stuff is cheap compared to that.
               It's just me and my gal, you know.
               What you're talking about is
               organized. But thanks, anyway.


60   INT. APARTMENT -- NIGHT                                     60

     Frank sits watching TV. Livingston enters with groceries.

                         FRANK
               Jay Leno called.

                         LIVINGSTON
               When are you gonna stop with that
               tired "white people can't be funny
               stuff"? It's so old, Frank, really.
               Do you want some orange juice? I
               got the good kind.

     Just then they are interrupted by Danny's voice on a walkie-
     talkie.

                         DANNY (V.O.)
               Augie One, this is Condor.


61   UNDER VANDERSPEIGLE'S HOUSE                                 61

     Rusty turns to Danny.

                         LIVINGSTON (V.O.)
               This is Augie One; Go Condor.


62   INT. APARTMENT -- NIGHT                                     62

                         DANNY (V.O.)
               We're fully cranked here. Let's go
               to phase two.

     Livingston and Frank look at each other.




                                                       (CONTINUED)

                                                                  42.
62   CONTINUED:                                                    62


                         FRANK
               Bring that orange juice.


63   EXT. ROOF -- NIGHT                                              63

     Basher sets up his gear again. This time, when he raises the
     crossbow to check his shot, HE CAN SEE THE KEYPAD. Just
     barely.

     He steadies himself. Saul knows that he's ready to take the
     shot. He speaks into a walkie talkie.

                         SAUL
               This is Gatsby. We're green here.

     Basher aims. The INSTANT he fires the shot we

                                                           CUT TO:


64   INT. EUROPOL HEADQUARTERS -- THE HAGUE -- DAY                   64

     A MALE SECRETARY (HESS) rushes through Europol's
     extraordinary Richard Meier-designed headquarters.


65   INT. AUDITORIUM -- DAY                                          65

     Europol Agent ISABEL LAHIRI gives a presentation to seventy-
     five of her colleagues. With her on stage are a couple of
     seated HIGHER-UP TYPES. She's nervous.

                         ISABEL
               Let's discuss, briefly and to
               begin, with the category of
               "thieves", as distinguished from
               the larger category of what might
               be termed "hardened" criminals.
               The highest level, "master
               thieves," if you will, is a very
               small world. Between six and ten
               high-level crews are operating in
               Europe at any given time.
               Worldwide, no more than twenty. The
               most famous, Gaspar LeMarc, is
               either dead or retired, and the
               expectation is that no one will
               replace him. The good news is the
               trend is toward their extinction.




                                                          (CONTINUED)

                                                                  43.
65   CONTINUED:                                                    65


     The secretary enters the auditorium and walks toward the
     podium.

                         ISABEL
               For example: Anecdotal evidence
               suggest these people are personally
               insufferable.

     The Higher-Ups look at each other; what did she just say?

                         ISABEL
               Their egos demand constant praise,
               and they embellish their exploits
               to anyone who will listen. They
               tell their own stories endlessly,
               provided of course, they are
               talking to a fellow thief or an
               intimate.

     Many in the audience are now looking to each other, wondering
     if this is appropriate.

                         ISABEL
               Those who interact with them on a
               personal level are relegated to
               positions of total servitude, with
               no chance for growth or freedom.
               Their lives are treated as
               secondary. Many of them suffer from
               depression. It's a crime for which
               there is no law, and yet causes
               untold damage.

     One of the Higher-Ups convinces the other to say something,
     but by now Hess the Male Secretary has reached Isabel and
     interrupts her by whispering into her ear. She balances.

                         ISABEL (cont'd)
                   (amplified by the lectern
                    mic)
               WHAT?


66   INT. EUROPOL HEADQUARTERS -- LONG SHOT -- DAY                66

     Isabel and Hess walk briskly through the ultra-modern
     hallway. He briefs her as they walk in a hushed voice. Then
     something he says stops her in her tracks.

     Hess continues to explain something we can't hear. Then he
     pulls out some PHOTOS. Isabel leafs through them.



                                                       (CONTINUED)

                                                                44.
66   CONTINUED:                                                  66


                         ISABEL
               That's impossible!


67   EXT. VANDERSPEIGLE HOUSE -- CRIME SCENE -- DAY             67

     Isabel arrives and is greeted by PAUL, a lead detective
     working the Vanderspeigle theft for the Amsterdam police
     department.

                         PAUL
               Thanks for coming. We can really
               use your help on this one.

     His partner looks over at Isabel, who is wearing a skirt and
     pretty damn good shoes. The guy checks out her legs and looks
     away.

                         ISABEL
               I hope the scene hasn't been
               contaminated.

     Isabel walks away. Moments later, she enters the house with
     the lead detective.


68   INT. VANDERSPEIGLE HOUSE - DAY                             68

     As soon as she's inside she's all business.

                         ISABEL
               No forced entry.

                         PAUL
               Not that we can find.


69   UPSTAIRS -- VANDERSPEIGLE'S HOME OFFICE                    69

     Isabel looks around Vanderspeigle's home office.   Behind a
     fake bookcase is a small room which contains the safe. In
     the other direction is Vanderspeigle's bedroom.

                          PAUL
                   (nods)
               We can't figure out how they
               disabled the alarm. We thought
               maybe they tried to short it out
               somehow.




                                                       (CONTINUED)

                                                               45.
69   CONTINUED:                                                 69


                         ISABEL
               No, that would have triggered the
               system.

     Isabel goes to the alarm pad. Pulls the face plate off,
     examines the inside.

                         ISABEL (cont'd)
               And damaged the circuits.

                         PAM
               Well, then I don't know how they
               got in.

                         ISABEL
               They had to have known the code.

     She moves on to look in the mark's BEDROOM.

                         PAUL
                   (calls to her)
               We considered that, but the mark
               swears that nobody in the world
               knew the code except him. He
               programmed the last seven steps of
               the system himself. He set it and
               never left the house again. When he
               dies, we'll probably have to
               physically cut all the power lines
               to the house to get it off line.

     Isabel examines the computer brain of the alarm system which
     was locked inside a titanium case in Vanderspeigle's bedroom
     closet. She answers the detective almost as an afterthought.

                         ISABEL
               There are other ways to get the
               code.
                   (to herself)
               Closed loop. Redundant servers.
               Titanium encasement. Not bad.

     The lead detective enters the bedroom.

                            PAUL
               Like what?

     Again, Isabel is inside her own mind. She's really just
     answering the detective's questions out of courtesy.




                                                       (CONTINUED)

                                                                  46.
69   CONTINUED: (2)                                                69


                         ISABEL
               Uh...well, they probably set up in
               a house across the canal and
               watched him type the code in
               through a pair of binoculars.

     We GO WITH HIM as he walks back into the office. He stands
     at the alarm panel and pretends to type in the code. He
     twists around and looks out the window behind him.

                         PAUL
                   (calling to Isabel in the
                    bedroom)
               Actually, I don't know about that.

     Isabel re-enters the office.

                         PAUL (cont'd)
               Unless he had a habit of typing in
               the code like this--

     He stands to the side of the panel and reaches over to type
     in the numbers. It's an obviously unnatural position. Then
     he moves in front of the panel and types in the code as one
     normally would.

                         PAUL (cont'd)
               --then his body would block the
               view from across the canal.

                         ISABEL
               That's why they probably set up
               over there--

     She points out an adjacent window on another wall.

                         ISABEL (cont'd)
               --And used the mirror.

     She points at a small mirror on the opposite wall. The
     detective bends down so his eye is at the level of the
     keypad, then he looks in the mirror. He can see directly
     across the canal into another house.

                         ISABEL (cont'd)
               I'm guessing they'd need a fifteen
               hundred millimeter lens to get a
               clear shot but--

     But Isabel's already moved on. Something has caught her
     attention just above the alarm panel: a patch of paint that
     is shinier than the paint that surrounds it.


                                                          (CONTINUED)

                                                                47.
69   CONTINUED: (3)                                              69


     Isabel puts her finger to her tongue to wet it, then touches
     the shiny area. When she pulls her finger away there is
     paint on it.

     Isabel cocks her head.


70   MIND'S EYE (ISABEL) -- THE NIGHT BEFORE                    70

     A black-clad thief (LINUS) uses a paint brush to touch up the
     wall above the alarm keypad.


71   BACK TO SCENE -- THE CRIME SCENE                           71

     The lead detective watches Isabel intently.

                          PAUL
                What is it?

     Isabel uses the blunt end of a letter opener from
     Vanderspeigle's desk to gently dig at the wall under the
     paint. The plaster there is soft and wet. In fact it isn't
     plaster at all. It's spackle.

                          PAUL (cont'd)
                What is that?

     Isabel cooks her head again.


72   MIND'S EYE (ISABEL) -- THE NIGHT BEFORE                    72

     THUNK!   A crossbow bolt hits the wall above the alarm panel.


73   BACK TO SCENE -- THE CRIME SCENE                           73

                          ISABEL
                It's where the crossbow bolt hit.

                          PAUL
                A crossbow bolt?

                          ISABEL
                Ever heard of Franz Schuman?

                          PAUL
                No.




                                                        (CONTINUED)

                                                                  48.
73   CONTINUED:                                                    73


     Isabel is at the window. The one that Vanderspeigle leaves
     cracked open every night. Isabel looks across the canal at
     the apartment where Basher and Saul were playing cards.

                         ISABEL
               They would have fired from that
               roof. Through this open window.

     Isabel kneels down, checks the line-of-sight to make sure
     she's correct.

                          PAUL
               From that roof, through this
               window? Nobody could make a shot
               like that.

                         ISABEL
               Not a cop, anyway.

                         PAUL
               What's that supposed to mean?

                         ISABEL
               Sorry. Your friend downstairs put
               me in a bad mood.

                         PAUL
               He's an idiot. You shouldn't let
               him bother you.

                         ISABEL
               Yes. You're right.

     Isabel pulls out a notepad and writes the name: "Eugene
     `Basher' Tarr." There are two names above Basher's in her
     little book: "Robert Ryan" and "Danny Ocean."

                         ISABEL (cont'd)
               But these man are exceptionally
               good. Even when they make mistakes.


74   MIND'S EYE (ISABEL) -- THE NIGHT BEFORE                      74

     A bolt flies through Vanderspeigle's open window and hits the
     wall above the alarm pad. Two thin wires are attached to a
     tiny wheel, which is attached to the back of the bolt. The
     wires run back to the window of the apartment across the
     canal.

     Inside that apartment: the wires end in another tiny wheel
     which is mounted on a large tripod for stability.


                                                       (CONTINUED)

                                                                    49.
74   CONTINUED:                                                      74

     In effect the group now has a mini-clothesline running
     between the alarm pad and the apartment across the canal.

     Livingston attaches a device designed to fit directly over
     the number pad of Vanderspeigle's keypad to the "clothesline"
     that runs across the canal.


75   BACK TO SCENE -- THE CRIME SCENE                               75

     Isabel writes: "Livingston Dell?" Underneath Basher's name in
     her notebook.


76   MIND'S EYE (ISABEL) -- THE NIGHT BEFORE                        76

     Livingston's device is shuttled across the canal, through
     Vanderspeigle's cracked window and right to the alarm panel.
     Magnets on the side of the device cause it to snap into place
     over the top of the keypad.   Livingston then types a six-
     digit code into a remote keypad. His keypunches are mimicked
     by the remote device. Vanderspeigle's alarm shuts off.

     Downstairs: From inside we see the front door lock picked.
     The door swings open.


77   BACK TO SCENE -- THE CRIME SCENE                               77

     Isabel nods her head. There's a slight smile on her face.
     The smile of admiration, respect in another's skills.

                            ISABEL
                  When did he get up and notice the
                  certificate was gone?

                            PAUL
                  The alarm woke him at 4:2O am.

                            ISABEL
                  But the alarm would have been--

     She stops.    And smiles to herself.

                            ISABEL (cont'd)
                  Oh... Oh, I know what happened.

                            PAUL
                  What?

     Isabel quickly glances around the room.       Her eye lands on the
     floor near the false bookcase.



                                                            (CONTINUED)

                                                                 50.
77   CONTINUED:                                                   77

     On some dark lines in the crevices where the floor boards
     meet.   She kneels down for a closer look.

                           ISABEL
                 There was someone else.

                           PAUL
                 Someone else.


78   MIND'S EYE (ISABEL) -- THE NIGHT BEFORE                     78

     Danny and Rusty come through the front door. They are
     followed by Linus. All of them are soaking wet from 24 hours
     in the swamp under the house, and the last few minutes in the
     pouring rain outside the front door. The group silently
     slips up the stairs.

                           ISABEL (V.O.)
                 Oh, I wish I could've have seen
                 that.


79   INT. VANDERSPEIGLE OFFICE - NIGHT                           79

     They enter Vanderspeigle's office. You can hear him snoring
     in the other room. Danny and Rusty quickly, carefully remove
     the crossbow bolt from the wall and take it to the window.
     They drop it (and the attached wires) to the Malloys, who are
     waiting on the street below.

     Meanwhile Linus spackles the hole in the wall and paints over
     the spackle.

     Danny and Rusty turn to see that Linus is finished. They
     hand-signal each other like Special Forces guys do, then move
     towards the bookcase on the adjacent wall.

                            ISABEL (V.O.)
                 That must have really been
                 something.

     Suddenly:

                            DANNY
                 Wait!   Wait! Shhhh!

     Everyone freezes. Danny puts his hand up to his ear to try
     to listen for the sound he thought he heard. We hear the
     faint sound of somebody singing to themselves.

     Danny and Rusty quickly realize it's coming from behind the
     bookcase. What the hell?


                                                       (CONTINUED)

                                                                    51.
79   CONTINUED:                                                      79

     They yank open the false bookcase to reveal a handsome
     Frenchman who has just finished cleaning out the contents of
     Vanderspeigle's safe.

     Danny and Rusty stare at him.   He turns around and sees
     them, but if he's bothered in the slightest he sure isn't
     showing it. Danny approaches him. This exchange is whispered
     with a great amount of drama at very close range.

                         DINNER JACKET
               Can I help you?

                         DANNY
               Yeah. What the hell are you doing?

                         DINNER JACKET
               I am getting here first.

     Just then, Frank and Yen arrive.    The Frenchman looks them
     over.

                         RUSTY
               This is our score.

                         DINNER JACKET
               I am here before you.

                         FRANK
                   (joining)
               We let you in the house! Somehow
               you got in after we hit the code
               but before we got to the door.

                         DINNER JACKET
               That's thirty seconds. How could I
               know which exact thirty seconds I
               had? Unless I knew you plan. Could
               I have known your plan? Do you have
               a snitch in your group?

                           DANNY
               No.

                           RUSTY
               We don't.

                         DINNER JACKET
               Yes, I know you don't. Because I
               saw, the whole thing from that
               chair. I knew you were around,
               but I had my own plan.

     Yen says something in Chinese.

                                                         (CONTINUED)

                                                                52.
79   CONTINUED: (2)                                              79


                         DINNER JACKET
               There's really no need for that.

     Danny wants to raise his voice, but he can't.   Vanderspeigle
     is snoring twenty feet away.

                         DANNY
               Listen, we have to come to some
               arrangement.

                         LINUS
               We've incurred some very serious
               costs here.

     Danny and Rusty look at him.

                         LINUS
               Well, we have.

     The Malloys arrive.

                         DINNER JACKET
               Every second I am becoming more
               outnumbered.

                         VIRGIL
                   (whispering, re: Dinner
                    Jacket)
               Who's this?

                         FRANK
               He said he got here first.

                         VIRGIL
               That's bullshit.

                         RUSTY
               Hey. Mouth.

                         VIRGIL
               This is our goddamned job!

     He sounds as angry as a guy who's whispering can sound.

                         LIVINGSTON
               If the situation were reversed--

                         DINNER JACKET
               But the situation is not reversed.
               The situation is that I am here
               first, without any help from you.



                                                        (CONTINUED)

                                                                   53.
79   CONTINUED: (3)                                                 79


     Livingston arrives, soaking wet like everyone else.

                         DINNER JACKET
               So as much as I would--

     Basher and Saul arrive.

                         DINNER JACKET
               Jesus, how many of you are there?

                         DANNY
               Just give us the stock certificate.
               Whatever else you took out of that
               safe...it's yours.

     Dinner Jacket stops.   Thinks for a moment.   Then:

                          DINNER JACKET
               No. But: I leave you with
               something.

     He hands Danny a business card.

                         DINNER JACKET
               My attorney. In case Evelyn's
               employer tries anything...well,
               anything.

     Dinner Jacket smiles, then pulls a tiny electronic device out
     of his shirt pocket. He presses a button.

     And the alarm blares to life.


80   BACK TO SCENE -- THE CRIME SCENE                              80

     Paul stares at Isabel.

                         PAUL
               Are you sure?

                         ISABEL
               I'm sure there's another scenario
               that would fit these physical
               details, but I don't know what it
               is.

                         PAUL
               Where should we start?

     Isabel takes out her PDA, writes something on her keypad, and
     hits a few buttons. A second later, Paul's BEEPER goes off.


                                                           (CONTINUED)

                                                             54.
80   CONTINUED:                                               80


                         ISABEL
               You can start by picking that guy
               up.


81   INT. AMSTERDAM HOTEL SUITE -- DAY                       81

     The group sits around looking depressed.

                         VIRGIL
               Who the hell was that guy?

                         FRANK
               It's going to get out, you know.
               People are going to find out.

                         BASHER
               Somebody must know this bloke's
               name.

                         LIVINGSTON
               The question is who trained him. He
               got into that place alone.

                          DANNY
               He says.

                         FRANK
               I believed him.

                         SAUL
                   (unsettled)
               You think he's better than us?

                         FRANK
               I'm not saying anything, but the
               man was sitting there, waiting for
               us.

                         LINUS
               Do you think the cops even know who
               this guys is?

                         RUSTY
               Please. That guy's never even seen
               a cop.

                         TURK
               Maybe he works with the cops.




                                                     (CONTINUED)

                                                               55.
81   CONTINUED:                                                 81


                          SAUL
               You don't work with the cops unless
               you absolutely have to. And not
               even then.

                         BASHER
               Either way, he's got to have a name.

                         LIVINGSTON
               It can't be that hard to find out
               who this guy is. Like I said,
               somebody trained him. Who trains
               the best?

                         DANNY
               LeMarc.
                   (to Rusty)
               Right?

                         RUSTY
               If he's not dead.

                         LINUS
               Who's LeMarc?

     Stunned silence from the guys. They won't even respond.

     Yen says something.


82   EXT. POLICE HEADQUARTERS -- DAY                           82

     Isabel arrives.


83   INT. POLICE HEADQUARTERS -- DAY                           83

     Isabel is waiting to be processed. Eventually, she is
     directed down a hallway.


84   INT. INTERROGATION ANTEROOM -- DAY                        84

     We LOOK through a one-way mirror into the interrogation room
     where detectives Onderdonk and Devenpeck are trying the bad
     cop / bad cop routine on Evelyn.

     Isabel walks INTO FRAME and watches: Onderdonk slams his fist
     on the table. Davenpeck shouts in Evelyn's face. Evelyn
     just laughs.




                                                       (CONTINUED)

                                                                  56.
84   CONTINUED:                                                    84


     Isabel shakes her head.

     Frustrated and more exhausted than their detainee, the two
     detectives leave the interrogation room for the ante-room
     where Isabel is.

                         ONDERDONK
               Fucking stone.

                         DAVENPECK
               I'm not quitting.

                         ONDERDONK
               Who said quitting. I'm tired.

                         ISABEL
               Can I speak to him?

     The two detectives look at each other.

                         DAVENPECK
               Who are you?

     Isabel produces a signed document. They look at it, shrug,
     and give it back.

                         DAVENPECK
               Apparently, you can do whatever you
               want with him.

                         ONDERDONK
               Are you moving him?

                         ISABEL
               Oh no. I just need to speak with
               him. To get some information.

                         DAVENPECK
               We've been on him for six hours.

                         ONDERDONK
               With our best stuff.

                         DAVENPECK
               Our best stuff. In mind terms,
               we've been torturing this guy.

                         ISABEL
               I'm sure. I only need a moment,
               then I'll be out of your way.



                                                       (CONTINUED)

                                                                  57.
84   CONTINUED: (2)                                                84


     They shrug. Isabel goes into the room with Evelyn. We STAY
     WITH Onderdonk and Davenpeck, who watch her through the two-
     way mirror.

     THROUGH THE MIRROR: Isabel walks right up to Evelyn, smiles,
     and whispers one word to him/her.

     Evelyn's face freezes. He/she looks at Isabel, scared. Then
     he/she starts to weep. Uncontrollably.... Tears stream down
     his/her face.

     Isabel hands Evelyn a sheet of paper and he/she begins to
     write.

     Onderdonk and Davenpeck are dumbfounded.     Isabel turns
     around so she's facing them.


85   INT. AMSTERDAM HOTEL SUITE -- NIGHT                          85

     The entire group, minus Danny, sits around glumly watching
     CNN International on the flat screen.

     Danny is on his cell phone on the other side of the room.

                         DANNY (INTO PHONE)
               It's not a problem, it's a hiccup.
               It won't affect our schedule that
               much. I want to talk about you, not
               the job. How are you doing?

     KNOCK-KNOCK-KNOCK. Something about it doesn't sound familiar.
     Danny moves into the big roam.

     Rusty is at the door, looking through the peep-hole. Rusty
     puts his head down. Clearly it isn't a stranger.

                         DANNY
               Tess, I've got to call you back.

     He hangs up. KNOCK-KNOCK-KNOCK. Rusty indicates for Danny to
     get it.

                         DANNY
               Coming.

     Danny opens the door to reveal ISABEL. She looks at Danny.
     He looks back at her. They don't say a word. Danny motions
     for her to come in.




                                                         (CONTINUED)

                                                                 58.
85   CONTINUED:                                                   85


                          RUSTY
                   (still glued to the TV)
               Who is it?

                         ISABEL
                   (to Rusty)
               Hello, Robert.

     Rusty spins to see Isabel.

                           RUSTY
               Isabel.

     He crosses to her.    STAY with the group for a moment.

                           LINUS
               "Robert?"    Is that his real name?

     Virgil and Turk shrug.

                         LINUS
               How does she know that?

                         LIVINGSTON
               Ex-girlfriend.

                           BASHER & SAUL
               Fiancee.


86   ANGLE ON RUSTY AND ISABEL                                   86

     The entire group is watching them.

                         RUSTY
               It's great to see you.

                         ISABEL
               Is it? Because you've been seeing a
               lot of me lately.

     She hands a surveillance photo to Rusty.

                         ISABEL
               You were sitting in a Mercedes
               outside my apartment on Wednesday
               night.

     She hands Rusty another photo. (These are the photos Hess the
     male secretary showed her at Europol HQ that we couldn't
     see.)



                                                         (CONTINUED)

                                                                 59.
86   CONTINUED:                                                   86


                         ISABEL
               You were hiding in the bushes when
               I had lunch yesterday at Trattoria
               Bella.

     She hands him a third photo.   Looks at the fourth.

                         ISABEL
               This one...I'm not even sure where
               this one was taken, but I like it a
               lot. Very Ron Gallela.

     She hands this photo to Danny. It's a picture of Rusty, with
     a dorky look on his face, peering out from behind a mailbox
     he's using as cover while he spies on Isabel.

                         ISABEL
               I mean, if I didn't know better I'd
               think you all came here to steal
               the Vanderspeigle Getuigschrift,
               also known as the world's first
               stock certificate.
                   (to the group as a whole)
               You must have been so proud of
               yourselves. A Schuman Special. It's
               been awhile.
                   (smiles at Basher)
               That was a very handsome crossbow
               shot, Eugene.

     Basher winces at the sound of his real name. The group
     stares back at her. Can't believe this is happening.

                         ISABEL
               And the Palowski...whose idea was that?

     She knows it was Rusty.

                         RUSTY
               We didn't steal anything.

                         ISABEL
               Oh...I know you didn't. Somebody
               beat you to it. One man. No crew.
               No back up. Tell me something --
               just so I can get the full picture
               in my head -- was he wearing a
               tuxedo? A white dinner jacket?




                                                         (CONTINUED)

                                                               60.
86   CONTINUED: (2)                                             86


                         BASHER
                   (to Isabel)
               At least we saw him in the flesh.
               You'll never see this guy your
               whole life.

                         ISABEL
               So you know who he is?

                         DANNY
               Of course we know who he is.

                         ISABEL
               Well, then. I'll see you when you
               see him. To get your certificate
               back.

     She takes the photo of Rusty peeking from behind the mailbox
     from Danny's hand.

     She walks out. The group is frozen. Livingston is still
     looking at the pictures of Rusty following Isabel.

                         LIVINGSTON
                   (to Rusty, re: the photo)
               Who's hat is that?

                         SAUL
               How did she-- That was--

                         DANNY
                   (to Rusty)
               This is what I was talking about.
               This is exactly what I was talking--

                         RUSTY
               --I was just checking up on her. I
               knew she didn't want to see me. I
               was being polite.

                         TURK
               Where did she learn all that stuff?
               The Palowski stuff.

                         DANNY
               Her father.

                         VIRGIL
               He was a cop?

                         RUSTY
               Thief.


                                                       (CONTINUED)

                                                                   61.
86   CONTINUED: (3)                                                 86


                         LINUS
               Was he good?

                          DANNY
               Very.

                          FRANK
               Great.

                         VIRGIL
               What's the big deal? She's just
               some brilliant, pissed-off ex-
               girlfriend who's dad taught her
               every trick in the book.

                          SAUL & BASHER
               Fiancee.

                         TURK
               But did you see that display of
               emotion, handing out those
               pictures?

                         VIRGIL
               Totally unprofessional.

                         RUSTY
               She's passionate.

                         VIRGIL
               She's unbalanced.

                         RUSTY
               Her job is very stressful.

                         SAUL
               She could reduce her stress by
               leaving us alone.

                         DANNY
               We've got to slow her down.

     Everyone agrees.

                         DANNY
               But first: We find our French
               friend and introduce ourselves.

                                                FUNKY TRANSITION
                                                             TO:

                                                             62.



87   INT. EUROPOL HEADQUARTERS -- DAY                            87

     Isabel is talking to her superior.

                           ISABEL'S BOSS
                 Twenty-four hours. You know that.

                           ISABEL
                 I don't have twenty-four hours.
                 They're there now. They'll lead me
                 to him.

                           ISABEL'S BOSS
                 You also know that you can go now,
                 if you don't take your secretary.
                 When there's liability, I need a
                 document.

     She nods.


88   INT. EUROPOL HEADQUARTERS HALLWAY -- DAY                    88

     Isabel exits.

                           HESS
                 He said we can't leave until
                 tomorrow because of liability
                 issues and he needs a document.

                           ISABEL
                 Yes.

                           HESS
                 Thanks for trying.

                           ISABEL
                 Let's share a car.

                           HESS
                 That would be nice. Thank you.

                            ISABEL
                 I can't believe they won't make an
                 exception.
                     (beat)
                 I've got to find out who this other
                 guy is.

                                                       CUT TO:

                                                                 63.



89   INT. MONTE CARLO CASINO -- NIGHT                            89

     Dinner Jacket (AKA FRANCOIS TOULOUR) wins a huge blackjack
     bet. The crowd reacts enthusiastically. A beautiful woman
     stands near him.


90   INT. MONTE CARLO CASINO -- NIGHT                            90

     The crowd around the blackjack table erupts as Toulour wine
     another massive bet. Note: The same dealer pays him off.
     The same crowd is watching. But Toulour is dressed in a
     different tuxedo, and a different women is standing by his
     side.

                            ANOTHER BEAUTIFUL WOMAN
               Fantastic.

                         BASHER (V.O.)
               He did his first big job in 1989.
               Bundesbank, Berlin.

                         DANNY (V.O.)
               The fifteen million dollar one the
               day the Berlin wall fell?

                         BASHER (V.O.)
               He was nineteen years old.


91   INTERCUT -- INT./EXT. MONTE CARLO CASINO -- NIGHT           91

     FOLLOW Toulour (in a different tuxedo, with a different
     beautiful woman) as he exits the casino.


92   EXT. MONTE CARLO CASINO -- NIGHT                            92

     When we PICK HIM UP on the exterior he is in another tuxedo
     with another woman.

                         ANOTHER BEAUTIFUL WOMAN
               Where do you want to go this
               weekend?

                         BASHER (V.O.)
               Bank Faltier, Paris 190 and again
               in '91.... Total take twenty-one
               million euros. Bank of Italy '92.
               Eighteen million. Danish Treasury,
               also 192. Twenty-two million.
                         (MORE)

                                                         (CONTINUED)

                                                                  64.
92   CONTINUED:                                                    92
                          BASHER (V.O.) (cont'd)
                Prado museum. Madrid '93.... The
                Picasso. Estimated value--

                         SAUL (V.O.)
               Hang on a second! He-- All of
               them?!

                         LIVINGSTON (V.O.)
               He's not done.

                         DANNY (V.O.)
               Wait -- Prado Museum, the Picasso --
               that was Moretti.


93   INTERCUT -- EXT. MONTE CARLO -- NIGHT                        93

     Toulour rockets his turbocharged Bentley into a tunnel.


94   EXT. MONTE CARLO TUNNEL - NIGHT                              94

     PICK HIM UP as he exits the tunnel in a new car, wearing a
     new tux, with a new woman.

                         BASHER (V.O.)
               He in Moretti. It's one of his
               aliases.

                         RUSTY (V.O.)
               Anything else?

                         BASHER (V.O.)
               UDC bank in Geneva, `94. Nineteen
               million in bearer bonds. The
               Louvre --'95 and twice in '96.

     Yen (in V.O.) says something in Chinese.

                         BASHER (V.O.)
               He left a Post-It note on the Mona
               Lisa that said "Bitch set me up."

                         LIVINGSTON (V.O.)
               Tell them about Saint Tropez.

                         BASHER (V.O.)
               In 2000, he stole the King of
               Morocco's 230 foot yacht.
               Vanished into thin air. Crew
               surfaced a few days later in a life
               raft. Couldn't remember a thing.



                                                       (CONTINUED)

                                                               65.
94   CONTINUED:                                                 94


                         SAUL (V.O.)
               How do you hide a two hundred foot
               yacht?!

                         BASHER (V.O.)
               If the King knows, he's not
               telling. He received it back a
               month later.


95   INTERCUT -- EXT. COTE D'AZURE -- NIGHT                    95

     Toulour. Another car. Another tux. Another beautiful
     woman. He pilots his convertible Maserati at high speed
     along the windy road.

                         ANOTHER BEAUTIFUL WOMAN
               How far is your house, Baron?

                         TOULOUR
               Twenty minutes by helicopter.

                         TURK (V.O.)
               One guy did all those jobs?

                         VIRGIL (V.O.)
               How'd he get all those aliases?

                         BASHER (V.O.)
               Until a month ago Interpol were
               convinced that the heists were the
               work of twelve different people.
               But not any more.

                         LIVINGSTON (V.O.)
               The French national police just
               gave him a nickname. "Le Renard
               Nuit" -- The Night Fox.


96   INT. HOTEL SUITE -- DAY                                   96

     Danny rolls his eyes.

                         BASHER
               Scotland Yard said he's the new
               LeMarc.

                         RUSTY
               Scotland Yard never saw LeMarc.

                                                                   66.



97   INTERCUT -- EXT. PRIVATE HELIPORT -- NIGHT                    97

     A helicopter lands on a massive Lake Como estate.   Toulour
     gets out. New clothes. New woman.

                         DANNY (V.O.)
               Personal information?

                         LINUS (V.O.)
               Some say he's one of these guys
               that thinks because he was born in
               a penthouse, he controls the
               elevator business. Others say he
               turned out okay when you consider
               how rich his parents were.

                         SAUL (V.O.)
               Taxes over here are brutal. People
               don't realize.

                         LINUS (V.O.)
               Father was a big-time
               industrialist, got into the
               cellphone market on the ground
               floor. Mother inherited. Had maids
               as a child. He's a public figure,
               people know who he is. He's been
               rumored to run for office in Spain,
               even though he doesn't appear to
               live there.


98   INTERCUT -- EXT. / INT. TOULOUR'S HOUSE -- NIGHT              98

     Toulour, in new clothes, with yet another woman, unlocks
     several locks and disarms two alarms. The woman can't
     believe all the security he has.

                         ANOTHER BEAUTIFUL WOMAN
               What do you have in there, the Mona
               Lisa?

                         TOULOUR
                   (as if)
               Please.

                         ANOTHER BEAUTIFUL WOMAN
                   (doesn't miss a beat)
               You know what? I don't like that
               painting either. I don't like
               anything Van Gogh did.



                                                         (CONTINUED)

                                                                   67.
98    CONTINUED:                                                    98


      Toulour smiles and lets her in.

                          LINUS (V.O.)
                He's an avid golfer, pro-level
                tennis player, and inveterate
                gambler. But apparently his
                favorite pastime is....

      Linus trails off.


99    BACK TO THE HOTEL                                            99

                            DANNY
                What?

                          RUSTY
                Spit it out, Linus.


100   INTERCUT -- INT. TOULOUR'S VILLA -- NIGHT                100

      A tableau shot looking into the bedroom. ANOTHER BEAUTIFUL
      WOMAN joins Toulour in his bedroom.


101   INT. AMSTERDAM HOTEL SUITE -- DAY                        101

                          LINUS
                He's rarely alone. I think it's a
                compulsion. I have a list of names
                here...it was just the first week.

                          DANNY
                All right, moving on, is there
                anything else we need to know about
                this guy before we--

                          BASHER
                Did we forget to mention he's a
                Viscount?

                            DANNY
                A what?

                            LIVINGSTON
                Viscount.    As in nobility.




                                                        (CONTINUED)

                                                                  68.
101   CONTINUED:                                                  101


                          DANNY
                    (cannot take it anymore)
                Last time I checked titles like
                that went out with a little number
                I like to call the French
                Revolution--

                             BASHER
                Spain.

                             DANNY
                What?

                             BASHER
                His title.     It's Spanish.   Mother's
                cousin.


102   INTERCUT -- INT. TOULOUR'S BEDROOM -- DAWN                  102

      Toulour crawls out of bad. Wonders who the woman next to him
      is.


103   BACK TO SCENE -- INT. AMSTERDAM HOTEL SUITE -- DAY          103

                          DANNY
                He may be the greatest thief in
                Europe. He may have slept with
                half of the EU. He may be a
                Casanova with the soul of a
                starving artist. It doesn't matter.


104   INTERCUT -- INT. TOULOUR'S HALLWAY -- DAWN                  104

      Toulour comes downstairs in his bathrobe.


105   BACK TO SCENE -- INT. AMSTERDAM HOTEL SUITE -- DAWN         105

                          DANNY
                There's something he cares about.
                There's something he can't live
                without.

106   INTERCUT -- INT. TOULOUR'S HOUSE -- DAWN                    106

      Toulour reaches the base of the stairs and stops dead in his
      tracks. He looks ahead of him to a wall covered with
      paintings. One painting is clearly missing.



                                                           (CONTINUED)

                                                                  69.
106   CONTINUED:                                                  106

      All that remains are the dust/fade marks on the wall to
      indicate that it had been there.

      He walks up to the wall and smiles -- certainly this will be
      an interesting day. He's actually been cheered up by this.

107   EXT. TOULOUR'S VILLA -- DAY                                 107

      Toulour in playing a hard-fought game of tennis. His
      opponent (EDMUND) bangs a great shot. Toulour gets there and
      smacks it back. Edmund dives for the ball, just gets it back
      over the net. But Toulour is waiting and hits a kill shot.

                          EDMUNDS
                Are you on steroids?

      Toulour laughs.

                           EDMUND
                Let's try again. Give me five games
                this time.

                          TOULOUR
                You are worse than Sampras. You
                should be paying me.

      A BUTLER arrives.

                          BUTLER
                    (in French)
                Pardon me, sir.

      He hands Toulour two business cards.   One says "Daniel
      Ocean," the other "Rusty Ryan."

                          BUTLER
                    (in French)
                Two gentlemen. They say they met
                you in Amsterdam last week.

                          TOULOUR
                    (in French)
                Put them on the veranda and get
                them a drink. I'll be right up.


108   EXT. VERANDA -- DAY                                         108

      Danny and Rusty look out over Lake Como. Toulour arrives.

                          TOULOUR
                    (to Danny)
                Rusty.
                          (MORE)

                                                         (CONTINUED)

                                                             70.
108   CONTINUED:                                             108
                           TOULOUR (cont'd)
                     (to Rusty)
                 Danny.

                          DANNY
                Other way around.

                          TOULOUR
                Are you sure? Usually I'm so good
                at that.

      Edmund arrives, carrying his tennis bag.

                          TOULOUR
                This is Edmund. Edmund.      Rusty.
                Danny.

      He calls by their wrong names again.

                          DANNY
                Nice to meet you. Edmund.
                    (making conversation)
                You a tennis pro?

      Rusty takes a sip of ice tea.

                          EDMUND
                Actually, no, I'm the King of
                Morocco.

      Danny and Rusty nod, their smiles frozen.


109   INT. VILLA -- DAY                                      109

      Toulour shows Danny and Rusty his art.

                          TOULOUR
                Sadly, I can't show you my favorite
                painting of all -- a Degas that
                used to hang right there -- because
                it was stolen recently.

                          DANNY
                That's awful.

                          RUSTY
                The criminal element is everywhere
                these days.

      Toulour nods.

                          DANNY
                Listen, Francois--


                                                      (CONTINUED)

                                                                 71.
109   CONTINUED:                                                 109


                          TOULOUR
                Please. Call me Baron.

                          DANNY
                We came here for the Vanderspeigle
                certificate--

                          TOULOUR
                That's not for sale.

                          DANNY
                Your Degas is worth three times
                that. You want your painting back,
                you're going to have to trade.

                          TOULOUR
                You actually expect me to believe
                that you are in possession of my
                Degas? You are living in a...in a
                bubble.

      Toulour looks at them and walks away.

                                                           CUT TO:


110   INT. LAKE COMO HOTEL SUITE -- DAY                          110

      Rusty and Danny stand with the rest of the group.

                          BASHER
                He used the word "amateur"?

      Rusty and Danny nod reluctantly.

                          VIRGIL
                You said we could show him the
                painting right, to prove that we
                had it.

                            DANNY
                Yes.

                          RUSTY
                He still wouldn't trade.

      Yen says something.

                          FRANK
                We need to teach him a lesson.




                                                          (CONTINUED)

                                                             72.
110   CONTINUED:                                             110


                          TURK
                Absolutely.

                          DANNY
                All right, let's stay calm.
                We don't need to over-react here.
                He said some disrespectful things,
                that's true. But why antagonize
                this guy? Why get into something
                with him? He's young and he's
                filthy rich, and he's got time on
                his hands. We don't want to become
                his Betty noir. We can just fence
                his painting and earn a lot more
                than we would have from the
                certificate.

                          BASHER
                It's about reputation. You said so
                yourself. We have to get that
                certificate to Evelyn's buyer or--

                          DANNY
                We'll make enough selling the Degas
                to pay off her buyer--

                           FRANK
                Then why did you make that trip
                down there in the first place, if
                you didn't want to get into
                something?

                          DANNY
                Saul?

                          SAUL
                Turn his name over to Isabel. In
                exchange for getting off our backs.

      Tough one to swallow.

                          SAUL
                Short of that...the only
                appropriate response is to steal
                his next job right out from under
                him. Just like he did to us.

                          TURK
                We don't even know our next job.

                          DANNY
                We got ten million in that closet.


                                                      (CONTINUED)

                                                                  73.
110   CONTINUED: (2)                                              110


      Danny points at the closet in the room.

                          DANNY
                I cash in the Degas, take a moment
                to think about our next move.
                Toulour isn't going anywhere. You
                guys are hyping him too much,
                you're letting him get inside your
                head.

      Everyone agrees.

      Danny opens the closet.

      There's a picture frame in there, but NO PICTURE. It's been
      stolen by Toulour.

      We hear the SOUND OF A CASE BEING SHUT AND LOCKED.


111   INT. PARIS BUILDING -- DAY                                  111

      We see a SMALL, SECURE BOX being transported to a heavily
      secured truck.


112   EXT. PARIS BUILDING -- DAY                                  112

      The truck exits the building and drives down a street with
      security MOTORCYCLES surrounding it.


113   EXT. PARIS FREEWAY -- DAY                                   113

      The motorcade heads for the private airport.

      The secure box is loaded onto a plane as Isabel and her male
      secretary Hess exit a plane nearby.


114   INT. CAR -- DAY                                             114

      Isabel and Hess heading into Paris.

                          ISABEL
                Why do I need to see all these
                guys? When I tracked the Munch
                down in Sweden I got all the
                approvals I needed with one phone
                call.
                          (MORE)



                                                           (CONTINUED)

                                                                  74.
114   CONTINUED:                                                  114
                           ISABEL (cont'd)
                 With Lenin's shaving kit the
                 Russians brought me in and it took
                 a single signature and I got it at
                 the airport a minute after I
                 arrived. What's so goddamned
                 special about the French?

      Hess gives her a look as though she should know better.

                          HESS
                Without their signatures, you can't
                do anything. You can't pull the
                suspects over, you can't do
                surveillance on them, you're not
                even allowed to contact them.
                They're real sticklers about
                sovereignty issues here.


115   INT. PARIS BUREAUCRAT'S OFFICE -- DAY                       115

      The Bureaucrat looks at Isabel. All of her.

                          INSPECTOR
                Isabel, I couldn't possibly sign
                those documents in good conscience
                without talking to you about the
                case in detail. I realize you're in
                a hurry and my schedule for the
                rest of the day is quite full, so
                perhaps, if you're interested in
                being expedient, we could discuss
                the case...over dinner.


116   INT. SEDAN -- DAY                                           116

      Isabel sits in the back with Hess.

                          HESS
                Foucquet's at eight-thirty.
                Apparently their's a private room.
                Better bring your kevlar.
                    (to the driver)
                Don't stop for that.


117   EXT. PARIS STREET--DAY                                      117

      The driver accelerates through a yellow/red light, almost
      hitting DANNY AND TOULOUR

      Who deftly avoid getting crushed.

                                                        (CONTINUED)

                                                               75.
117   CONTINUED:                                               117


                          DANNY
                That's not how I want to go.

                          TOULOUR
                No.

      They walk on.

                          TOULOUR
                Very theatrical of you...asking to
                meet here. Like we're spies
                meeting to do an exchange.

                          DANNY
                Why are you doing this to us?

                          TOULOUR
                Doing what?

                          DANNY
                This is a game for you. For us it's
                survival. Are you that bored? I
                mean...

                          TOULOUR
                No. I wouldn't do that. No... The
                truth is...I made a bet. Or maybe a
                better word is a "wager".

                          DANNY
                What kind of wager?


118   EXT. PARIS CAPE -- DAY                                   118

      Danny and Toulour sit across from each other.   The bottom
      quarter of the Eifel tower is visible in the background.

                           TOULOUR
                A gentlemen's wager with a friend
                of mine -- my mentor. A few months
                ago we were at his winter place in
                Nicaragua and another guest
                referred to me as "the greatest
                thief in the world." I didn't
                object, obviously, but my mentor
                fell silent. Later I asked him
                about it. He said if I really
                wanted to say I was the best
                thief...I'd have to prove I was
                better than the eleven of you.
                    (beat)
                           (MORE)

                                                        (CONTINUED)

                                                               76.
118   CONTINUED:                                               118
                           TOULOUR (cont'd)
                 You know, the Benedict job made
                 waves, even all the way over here.
                 16.3 million dollars. That's a lot
                 of money.

                          DANNY
                163.

                          TOULOUR
                Sorry. 163. Before you were found.


119   INT. ARAB MUSEUM ROOFTOP FUNCTION ROOM -- DAY            119

                          TOULOUR
                Yes, 163 million is a lot of money.
                It attracts attention. So, in a
                way, you brought this problem with
                me on yourselves. You're victims
                of your own success.

                          DANNY
                Here's what I'm going to do. You
                tell me the name of your mentor.
                I'll call him up and I'll tell him
                that you're the greatest thief in
                the world...that I accept that to
                be true.... And in return...you
                leave us alone, let us go about our
                business. How about that?

                          TOULOUR
                He said you'd probably say
                something like that -- but he said
                you'd probably have your fingers
                crossed when you said it.

      Danny frowns, pulls his hand out of his pocket.

                          TOULOUR (CONT'D)
                So in this situation -- for the
                purposes of my wager -- words
                aren't good enough. I have to
                prove this on the ground.

                          DANNY
                This mentor of yours...was he a
                good thief in his day?

                          TOULOUR
                Who, LeMarc?




                                                        (CONTINUED)

                                                             77.
119   CONTINUED:                                             119


      Danny swallows.

                             DANNY
           Yeah. Him.


120   INT. PARIS HOTEL ROOM -- DAY                           120

      Angle on the group -- they're slack-jawed.

                             LIVINGSTON
                Who?

      Yen says something.

                          RUSTY
                I thought so too.

                             SAUL
                LeMarc.     The LeMarc.

      Danny nods.

                          SAUL
                God hates me. He hates all of us.

                          FRANK
                Hell, this could go on forever.

                          DANNY
                No. It's going to be settled by one
                more job. A single object.

                          SAUL
                Whatever it is, let's just let him
                have it.

                             DANNY
                We can't.

                          LIVINGSTON
                Because of pride?

                          DANNY
                Because we beat him, he'll pay
                Benedict off.

      A stunned beat.

                          FRANK
                    (new lease on life)
                Now we're talking.

                                                      (CONTINUED)

                                                             78.
120   CONTINUED:                                             120


                          BASHER
                One score, for the whole thing?

                          LIVINGSTON
                What do we have to do? I mean, is
                it a fair bet or is it like...the
                Coronation Egg or something?

      Danny points.   That's it.   That's the one.

                          SAUL
                He wants us to steal the Coronation
                Egg!

                          BASHER
                That's just... that's...what is
                that?

                          SAUL
                The Holy Grail.

                          RUSTY
                Carl Faberge, the greatest
                goldsmith in history, constructed
                the Coronation Egg in 1896 for the
                wedding of Czar Nicholas and
                Alexandra. Every world class thief
                in the last 108 years has tried to
                steal it. No one has even come
                close.

                          SAUL
                That's because it's cursed.

                           LINUS
                What?

                          SAUL
                It's un-stealable.

                          DANNY
                It's the only thing in LeMarc's
                entire career that he went after
                but failed to get. He tried three
                times.

      A long beat of silence....

                          DANNY
                We get the egg and we're free.



                                                      (CONTINUED)

                                                                  79.
120   CONTINUED: (2)                                              120


                            BASHER
                  That's great, except we can't get
                  it.

                            SAUL
                  It's not possible.

                            DANNY
                  Then we go to jail.

      A beat...

                            VIRGIL
                  Well...where is it now?


121   EXT. ROME, ITALY PRIVATE AIRPORT -- DAY                     121

      The SMALL, SECURE BOX is being taken off a plane. Another
      motorcade forms and escorts the vehicle into the city.


122   EXT. STREETS OF ROME -- DAY                                 122

      The motorcade is completely stopped in traffic.

      In a nearby sedan, Isabel sits next to an Italian CARABINIERI
      LIAISON of same sort. Hess is in the front seat.

                            ISABEL
                  I'm going to need surveillance on
                  both hotels, phone taps, room bugs,
                  people in the lobby and by every
                  exit.

                            CARABINIERI OFFICER
                  Yes, absolutely.

                            ISABEL
                  If I had to guess I'd say I'll need
                  at least 25 people, a dozen
                  vehicles...and an on-call air unit.

                            CARABINIERI OFFICER
                  Yes, absolutely.

                            ISABEL
                  Okay, one more thing, and this is
                  crucial: these guys are extremely,
                  sophisticated at avoiding
                  electronic surveillance, so we'll
                  need real state of the art stuff.
                            (MORE)
                                                        (CONTINUED)

                                                               80.
122   CONTINUED:                                               122

                            ISABEL (cont'd)
                  I'm talking synthetic aperture
                  pinhole cameras, wave reformation
                  mics with a high Plank coefficient
                  and a passive input structure--
                  You're not writing anything down;
                  are you sure you're getting all
                  this?

                            CARABINIERI OFFICER
                  Yes, absolutely.

                            ISABEL
                  Okay. Good. Now what time am I
                  meeting Captain Giordano?

      A beat...

                            CARABINIERI OFFICER
                      (tentative)
                  Yes...

                            ISABEL
                  No, what time?

      Another beat...

                            CARABINIERI OFFICER
                  Yes...absolutely...

      Isabel looks right at him.

                            ISABEL
                  I see...so...you've spoken with the
                  Pope and he's okay with
                  autographing my breasts?

      Hess turns around.

                            CARABINIERI OFFICER
                  Yes, absolutely.

      Isabel sighs loudly and sinks back into her seat.


123   EXT. STREETS OF ROME -- DAY                              123

      The motorcade arrives at the Museum of Modern Art.

      We follow armored car and continue on to find Danny walking
      up the front steps.

                                                                  81.



124   INT. MUSEUM OF MODERN ART -- DAY                            124

      Angle on Livingston as he subtly nods at something in the
      distance. Danny is standing next to him.

                          DANNY
                What am I looking at?

                          LIVINGSTON
                A TR354 infra red motion detection
                system. It's the gold standard.

                          DANNY
                Saul and Linus back yet?

                          LIVINGSTON
                No.

                          DANNY
                No?

                          LIVINGSTON
                And I can't find Rusty.


125   INT. MUSEUM -- ELSEWHERE                                    125

      Frank and Yen look at an "authorized-entry only" door as a
      member of the museum staff goes through it. The door has a
      complex double-locking mechanism that would make it
      impossible to pick.

      Yen says something in Chinese.

                          FRANK
                What?

      Yen says something in Chinese, again.

                          FRANK
                Well, I don't know, but that's one
                nasty lock.

      Danny approaches.

                          DANNY
                Seen Rusty?

                          FRANK
                We thought he was with you.




                                                        (CONTINUED)

                                                                  82.
125   CONTINUED:                                                  125


      Danny moves off.


126   INT. MUSEUM -- ELSEWHERE                                    126

      Basher is being questioned by Danny.

                          BASHER
                Not since we first got here. About
                an hour ago.

      Danny moves away.

                          BASHER (cont'd)
                    (to Danny's back)
                And where's Saul and Linus?


127   INT. ROME HOTEL ROOM -- DAY                                 127

      Isabel enters her room. Suddenly she spins and draws her
      pistol.   Her gun ends up in Rusty's face.

                          ISABEL
                Jesus, Robert. I could've killed
                you.

      He shrugs. A long beat as she takes a look at him.

                             RUSTY
                I'm older.

                          ISABEL
                I hope so. What are you doing in my
                room?

                          RUSTY
                I thought maybe we could get some
                coffee.

                          ISABEL
                No, thanks.

                          RUSTY
                Okay, how about a two week trip to
                Zanzibar?

                          ISABEL
                Please don't.




                                                           (CONTINUED)

                                                             83.
127   CONTINUED:                                             127


                          RUSTY
                Fine, coffee then. Whatever you
                say.

      Isabel gives an exasperated sigh.

                          ISABEL
                Why do I want to have coffee with
                you?

                          RUSTY
                How should I know? sorry about your
                mom.

      Isable nods.

                          RUSTY (cont'd)
                She was a real...

                          ISABEL
                She hated you.

                          RUSTY
                Well, she was nice enough to hide
                it from me. Some people can't even
                do that.

                          ISABEL
                She hated everybody.

      Rusty nods.    He remembers.

                          ISABEL
                You'll never get it by the way.

                            RUSTY
                Get what?

                          ISABEL
                You'll think you've got it, you'll
                be so close that you'll be able to
                taste it and then this guy, the
                Night Fox or whoever he is, will
                just take it -- right out of your
                hand -- just like he did in
                Amsterdam. He's as good as LeMarc.

                          RUSTY
                It's not possible.

                          ISABEL
                You're in a bubble.


                                                      (CONTINUED)

                                                               84.
127   CONTINUED: (2)                                           127


      Rusty looks at her.

128   INT. ROME WAREHOUSE -- DAY                               128

      A mock up of the room the egg will be displayed in. A dummy
      egg sits on a cradle in the center of the room. Infra-red
      motion detectors cover the room. Motion sensitive lasers
      shine directly onto the egg.

      Danny, Basher, Yen, Frank, and Livingston try to figure out
      how to get around the security systems.

                           LIVINGSTON (IN THE BACKGROUND)
                 No, that won't work either. The IR
                 will pick it up before you even get
                 close.

      This is depressing to everyone.

                           FRANK
                 Look, if we're having this much
                 trouble, and we've got ten guys
                 Toulour must be pulling his hair
                 out.


129   INTERCUT -- EXT. POOLSIDE -- DAY                         129

      Toulour lies in a lounge chair.


130   BACK TO SCENE -- INT. ROME WAREHOUSE -- DAY              130

      The group agrees Toulour must be suffering like them.

      Rusty strides in. Everyone looks at him. He looks at the mock
      up of the egg.

                           RUSTY
                 Would you call that bubble-shaped?

                             DANNY
                 What?

      Rusty shrugs it off.

                           RUSTY
                 She pulled a gun on me.

      He sits.




                                                        (CONTINUED)

                                                                  85.
130   CONTINUED:                                                  130


                          RUSTY (cont'd)
                She won't back off.

                          FRANK
                Are you back on?

                          RUSTY
                I'm selling. She ain't buying.

                          DANNY
                More importantly, what kind of
                reception is the Italian Police
                giving her?


131   INT. ROME POLICE HEADQUARTERS -- DAY                        131

      A SUBORDINATE OFFICER leads Isabel down a hallway.

                          SUBORDINATE OFFICER
                Captain Giordano is handling an
                urgent interrogation. He'll be up
                as soon as it is completed. Please
                wait in here.

      He leads Isabel and Hess into the Captain's office.    A large
      clock on the wall reads 11:45 am.

      The open windows in the office look out onto one of Rome's
      famous courtyards. Captain Giordano stands with three other
      officers. They are having a loud, tense conversation in
      Italian.

      Isabel watches as Giordano's temper really flares.    He jabs
      his finger at one of the other cops.

                          CAPTAIN GIORDANO (SUBTITLED)
                Naples sucks! They're a joke! The
                only decent player they have is
                Pasqualli -- and he's a pussy.
                          ITALIAN COP 1 (SUBTITLED)
                Pasqualli runs circles around
                Bologna's backfield every time.
                          ITALIAN COP 2 (SUBTITLED)
                Pasqualli could single-handedly--
      Isabel turns to the officer who escorted her in.

                          ISABEL
                What are they talking about?


                                                           (CONTINUED)

                                                                  86.
131   CONTINUED:                                                  131


                          SUBORDINATE OFFICER
                It's an internal matter, Madame.

      Isabel and Hess look at each other.


132   EXT. COURTYARD -- DAY                                       132

      The Captain continues to argue. Those involved in the
      discussion are being brought lunch.


133   INT. CAPTAIN GIORDANO'S OFFICE -- DAY                       133

      Isabel's sitting on the couch now, her eye lids drooping.

      Hess checks his PDA.

                          ITALIAN COP 3 (O.S., SUBTITLED)
                --and her friends could trounce
                NapIes!
      The clock on the wall reads 2:20 PM.    Isabel's been here two
      and a half hours.


134   INT. ROME WAREHOUSE -- DAY                                  134

      Livingston, Yen, Danny, and Rusty are experimenting with a
      way for Yen to drop from the ceiling so that he's hanging
      right over the egg.

      Their mock-up alarm rings.    A red light flashes.

                             LIVINGSTON
                Damn-it.

      Danny rubs his face. This is feeling impossible.      He goes
      into the corner and clicks a walkie-talkie.

      in the background we see Rusty trying to keep everybody's
      spirits high.

                          RUSTY
                All right, okay. Let's not be
                defeatists.... What about that
                mirror trick that Akimbo tried at
                the--

                          LIVINGSTON
                --There's no mirror thin enough to
                avoid tripping the lasers.


                                                           (CONTINUED)

                                                              87.
134   CONTINUED:                                              134


      In the foreground, Danny on the walkie-talkie.

                          DANNY
                What's he doing now?

                          VIRGIL (RADIO V.O.)
                Nothing.   Just reading the papers
                at a cafe. Oh, no, wait. A woman
                just sat down next to him.... He's
                getting her phone number.

                          TURK (RADIO V.O.)
                Wow. What are those?

                             VIRGIL (RADIO V.O.)
                Jimmy Chu.

                          TURK (RADIO V.O.)
                I've never seen that color.

                          DANNY
                    (into walkie)
                Okay, take it easy over there.

      Saul and Linus enter.

                          DANNY
                What happened?

      Linus puts his BACKPACK down.

                          LINUS
                We thought someone was following
                us.

                          SAUL
                We gave 'em the shake. Caught 'em
                napping.


135   INT. CAPTAIN GIORDANO'S OFFICE -- DAY                   135

      Isabel is asleep on the couch. It's 5:30 PM. A hand taps
      her shoulder. She wakes up and is shocked to see Captain
      Giordano, finally, standing above her.

                          SUBORDINATE OFFICER
                    (doing the introductions)
                Captain Giordano, Rome Police
                Special Investigations. Isabel
                Lahiri, Europol, Major Theft Task
                Force.


                                                       (CONTINUED)

                                                                  88.
135   CONTINUED:                                                  135


      The Captain nods. Isabel looks over at Hess, who is still
      asleep.


136   MOMENTS LATER                                               136

      Isabel and the Captain are alone now. Giordano is looking
      right into her eyes, with laser focus. There isn't even a
      hint of lasciviousness about him. He's all business.

                          ISABEL
                ...reason to believe these men...
                    (lays out photos of Danny,
                     Rusty, and Toulour)
                ...are going to try to steal the
                Coronation Egg when it is actually
                put on display next week. I need
                official authorization to surveil
                and pursue these suspected
                criminals on Italian soil.

                          CAPTAIN GIORDANO
                Yes, absolutely.

                          ISABEL
                And I'll need substantial resources
                from your department. Can I count
                on that?

                          CAPTAIN GIORDANO
                Yes, absolutely.

      Isabel stops.   Starts to wonder.

                          ISABEL
                So, Captain, what do you think of
                my skirt?

      He smiles and looks at her.

                          CAPTAIN GIORDANO
                I think it's very beautiful. Why,
                don't you like it?


137   EXT. ROME CAFE -- DAY                                       137

      Danny and Toulour. A waiter brings them coffee, Danny SPOONS
      in a lot of sugar, then stirs.




                                                        (CONTINUED)

                                                               89.
137   CONTINUED:                                               137


                          TOULOUR
                I don't usually call for a second
                date. For you I make an exception.

                          DANNY
                Thanks.

                          TOULOUR
                I think it's good that we talk. You
                see, you should stop following me.
                You're wasting your time. I'm going
                to let you go first and get caught.
                Then they will increase the
                security even more, and then I will
                steal the Egg. Then Lemarc can make
                his decision.

                          DANNY
                You sound confident.

                          TOULOUR
                Confident? This is a very American
                word. I am arrogant. There's a
                difference.

                          DANNY
                Doesn't matter if you're that good.
                Are you that good?

                          TOULOUR
                I can move objects with my mind.

      Danny just looks at him.

                          TOULOUR
                You don't believe it?

                          DANNY
                Do you?

                          TOULOUR
                Are you done stirring your sugar?

      Danny stops, lifts the spoon. It's completely BENT.

                          DANNY
                That's fantastic.
                    (starts to go)
                Listen, I appreciate the call, and,
                best of luck.




                                                        (CONTINUED)

                                                                90.
137   CONTINUED: (2)                                            137


                          TOULOUR
                Danny. I'm serious. Sit down,
                please.

      Danny site down and looks at him.

                          DANNY
                You're telekinetic, is that what
                you're telling me?

                          TOULOUR
                Yes. But...it's a curse. A
                nightmare. Everything is too easy.
                But then LeMarc says I'm still not
                the best. So I take his challenge.
                And you will fail, and I will win,
                and so what? What does it prove?
                What is he trying to show me?

      Danny just looks at him.


138   INT. CAPTAIN GIORDANO'S OFFICE -- DAY                     138

                          CAPTAIN GIORDANO
                Ms. Lahiri, you're in Italy now.
                We are a sovereign nation. We're
                not some adjunct, some
                administrative district of the EU.
                When Europol calls we don't jump up
                and tap dance for you. If you want
                to work in Italy, then you have to
                do it under Italian authority...and
                that means you have to talk to
                Commander Andriotti...who, I'm
                sure, will be happy to meet with
                you some time next week--

                             ISABEL
                Next week!

                          CAPTAIN GIORDANO
                --when he returns from vacation.

      Isabel slumps back into her chair.   Stares up to the heavens.


139   INT. POLICE HEADQUARTERS IN ROME, HALLWAY -- DAY          139

      Isabel and Hess walk.



                                                         (CONTINUED)

                                                                91.
139   CONTINUED:                                                139


                          HESS
                He said he has to get approval from
                someone else and they're on sick
                leave.

                            ISABEL
                Vacation.

                          HESS
                Sorry I fell asleep.

                          ISABEL
                We both did. I'm exhausted.


140   EXT. CAFE JUST OFF PIAZZA NAVONA -- DAY                   140

      An exasperated Isabel tries to regain her equilibrium with a
      cappuccino. A piece of music comes over the cafe loudspeaker
      that catches Isabel's attention. A CHEESY WAVY SCREEN
      TRANSITION TO:


141   ISABEL'S FLASHBACK                                        141

      Years ago. Isabel's sitting at the very same cafe reading
      the newspaper when she hears frantic police whistles. She
      looks up to see a man running down the street at full bore.
      As he gets closer we realize it's Rusty. Eight cops are
      chasing him.
      Rusty rushes past the cafe. As he does he notices Isabel,
      they make eye contact. Then he's gone. Sprints around the
      corner. The cops rush past her. She hears sirens converging
      from all directions.

142   INT. POLICE HEADQUARTERS (STILL IN FLASHBACK)             142

      Isabel shows her Europol identification to a detective.
                          ISABEL
                Hi, this isn't official business.
                Actually, I'm here on vacation. But
                I was sitting in a cafe this
                afternoon, near the Piazza Navona
                and...the police were chasing
                someone on foot. I was just
                wondering if you caught him or...do
                you know anything about that case?



                                                        (CONTINUED)

                                                                   92.
142   CONTINUED:                                                   142


                          ITALIAN DETECTIVE
                I know the case, yes.
                Unfortunately, we didn't catch him.
                           ISABEL
                Oh...

143   EXT. CAFE JUST OFF PIAZZA NAVONA - DAY (STILL FLASHBACK)     143

      Isabel sits in the same seat the next day, reading the
      newspaper, enjoying her vacation. She looks up and stops
      cold.
      Rusty, all cleaned up now, dressed in a perfectly-tailored
      suit, sits down three tables away from her.
      She stares at him. Can't believe it. The brazenness. The
      audacity of this guy. Rusty doesn't seem to have a care in
      the world as he chats easily with the waiter, in Italian.
      Finally, Isabel just can't help herself.   She gets up and
      walks over to Rusty's table.
                          ISABEL
                Excuse me...
                           RUSTY
                Yes.
                          ISABEL
                Um...Did I...? I think I saw
                you...yesterday.
                           RUSTY
                Oh yeah?
                          ISABEL
                The police were chasing you.
                          RUSTY
                You sure your eyes aren't broken?
                          ISABEL
                I'm quite sure it was you.
                          RUSTY
                Well, then I'm not gonna argue. Can
                I buy you a coffee?

                                                                 93.



144   EXT. CAFE JUST OFF PIAZZA NAVOLA -- DAY                   144

      We transition back to the cafe. Isabel's phone rings.

                             ISABEL
                Hello.

                          RUSTY
                We've got to stop meeting like
                this.

      She turns. He's sitting at the table behind her.


145   EXT. CAFE JUST OFF PIAZZA NAVOLA -- DAY - LATER           145

      Isabel and Rusty are being quiet for the moment.

      The waiter's in the midst of an animated discussion in
      Italian with one of the customers.

                          ISABEL
                What are they talking about all the
                time?!

                           RUSTY
                Soccer.
                    (translating)
                He doesn't like Naples....thinks
                they're a bunch of...sissies.
                    (turns to Isabel)
                Can I ask you a question?
                    (off Isabel's nod)
                Will you come to Zanzibar with me
                on Friday?

                             ISABEL
                Stop it.


146   INT. ROME WAREHOUSE -- DAY                                146

      Danny sleeps, sitting up, in a chair as the rest of the group
      tries to figure out how to defeat the security systems around
      their mock-up egg.

      The group breaks into applause startling Danny awake.

                             LIVINGSTON
                We did it!     It works!




                                                         (CONTINUED)

                                                                 94.
146   CONTINUED:                                                 146


                          DANNY
                What, what happened?


147   INT. ORNATE HALLWAY -- DAY                                 147

      TIGHT MEDIUM shot on uniformed National Police officer as he
      strides down the hallway. His bearing is disciplined, stern,
      formal. He is clearly handling a matter of utmost
      importance. Tilt down to reveal he is carrying a tiny cup of
      CAPPUCCINO.


148   INT. ORNATE OFFICE OUTER OFFICE -- DAY                     148

      The National Police Officer blows through, passing Hess.


149   INT. ORNATE OFFICE -- DAY                                  149

      Isabel sits with Commander Andriotti. The office door swings
      open and the National Police officer walks in. He places the
      cappuccino on Andriotti's desk and leaves.


150   INT. CAPTAIN GIORDANO'S OFFICE -- DAY                      150

      Giordano sits with his feet up on his desk, smoking a cigar.

      The door swings open and Isabel strides in, catching him
      completely off guard. She thrusts a piece of paper in his
      face.

                          CAPTAIN GIORDANO
                What's that?

                          ISABEL
                An order signed by Commander
                Andriotti instructing you to
                "provide any and all support that
                Agent Lahiri requests, whenever she
                requests it."

      He looks at it.

                          CAPTAIN GIORDANO
                It's good, yes. Okay.

      He looks at her.

                          CAPTAIN GIORDANO
                That's a very nice blouse you wear
                today.

                                                                   95.



151   INT. MUSEUM --DAY                                        151

      Linus and the Malloys walk through the museum.

                          LINUS
                When Dominique goes back with
                Thomas to check the trunk, the
                money shouldn't be in the
                briefcase. Franklin should have
                double-crossed them.

                          VIRGIL
                That could be a great moment, when
                he's on the ground.

                          TURK
                And you think Thomas is going to
                get blown up.

                            VIRGIL
                Hey.

      They look. A large group of Security people are talking to
      some NEW TECHNICIANS and ISABEL.

                          ISABEL
                Another camera here and here. And
                have a guard here at all times so
                any attempt to disable the system
                will be detected. All your IR
                devices need to be fitted with
                reflective faces otherwise a UV
                later can be used to burn the
                sensors out.


152   INT. ROME WAREHOUSE -- DAY                               152

      The guys look glum.

                          LINUS
                She just walked in there like
                Patton or something. She's
                changing...everything and-- There
                were so many cops with her. I've
                never seen so--

      Danny plats up his hand to stop him.




                                                        (CONTINUED)

                                                                 96.
152   CONTINUED:                                                 152


                          LINUS
                I don't understand. If her father
                was a thief...why's she such a
                hardass? I mean you'd think she'd
                have a little sympathy for us.

                           RUSTY
                When she was twelve her mother told
                her that her dad got arrested doing
                a job in Russia and died in jail.
                    (beat)
                So I wouldn't count on much
                sympathy.

                          BASHER
                "This time it's personal".

      Danny looks to Rusty, who nods.


153   EXT. MUSEUM OF MODERN ART -- DAY                           153

      Fourteen police cars parked in front of it.

      Isabel stands at a police checkpoint on the road in front of
      the museum chatting with Captain Giordano, who's clearly
      brown-nosing her big-time since receiving Andriotti's order.

      Her phone rings. She looks at the number and answers it.

                          ISABEL
                What do you want?

                          RUSTY (V.O.)
                Ever heard of overkill?

                          ISABEL
                I don't even think Toulour can get
                it now.

                          RUSTY
                If he gets it, we'll let you arrest
                us. If we get it, you come away
                with me to Zanzibar--

                           ISABEL
                What is your obsession with
                Zanzibar?!

                          RUSTY
                Do you want to make the bet or not?



                                                        (CONTINUED)

                                                                  97.
153   CONTINUED:                                                  153


                          ISABEL
                I'm hanging up. Stop calling me.


154   INT. HOTEL LOBBY -- DAY                                     154

      Isabel crosses to the elevators.


155   INT. ISABEL'S HOTEL ROOM -- DAY                             155

      She enters. Shuts the door behind her.   Then, instantly,
      starts balling.


156   INT. ROME WAREHOUSE -- DAY                                  156

      Danny and Rusty stand with Livingston.

                          LIVINGSTON
                I'm telling you, with everything
                she's done in the last twenty-four
                hours...unless you happen to be
                best friends with the head of
                security at the museum, unless you
                are someone he knows and trusts
                enough to leave alone in the
                gallery, after disabling about half
                of their security system, forget
                it. We are not stealing that
                egg...

                          DANNY
                "Someone he knows. Someone he
                trusts...." "Someone he knows...."

                          RUSTY
                What about someone he doesn't know
                but trusts?

                          DANNY
                For instance?

                          RUSTY
                I'm talking about you know who, who
                looks an awful lot like you know
                who...

      Everyone looks at Danny.




                                                        (CONTINUED)

                                                                   98.
156   CONTINUED:                                                   156


                          DANNY
                She might. It's not going to be
                easy getting her over here.


157   EXT. DEPARTMENT STORE -- DAY                                 157

      Tess walks down the street. She passes an alley, where a
      utilities truck is raising a MAN IN A BUCKET.

      She enters the department store.


158   INT. DEPARTMENT STORE -- DAY                                 158

      Tess shops for perfume.   The Power twins watch her from a
      discreet distance.

      She smiles at them.   Then makes her way to the ladies room.


159   INT. LADIES ROOM -- DAY                                      159

      She walks in and goes right for the window. She's about to
      open it when it opens from outside. She jumps a mile until
      she sees that BRUISER is there, standing in the bucket from
      the utilities company.

                          BRUISER
                Hiya, Tess. Just climb on through.
                Try not to look down too much.


160   EXT. DEPARTMENT STORE -- DAY                                 160

      Four stories above an alleyway. Tess climbs out the ladies
      room window into the cherry picker basket, with Bruiser's
      help.


161   EXT. STREET LEVEL -- A MINUTE LATER                          161

      Tess climbs into a taxi cab. Reuben -- in an anachronistic
      taxi driver's uniform -- is driving.

                          REUBEN
                There's make-up in the bag there.
                And some photos. Do the best you
                can.

                                                                 99.



162   INT. THE POSHEST ROME HOTEL -- DAY                        162

      The HOTEL MANAGER comes to the front desk to answer a call.

                          HOTEL MANAGER
                Bonjourno. Yes. Yes. Oh...oh,
                really. Well, absolutely. We can
                have...I can make our presidential
                suite available. No, no, no. No
                trouble at all. We'd love... We're
                honored that she'd think of us...

      He hangs up.   Turns, elated, to his front desk staff.

                          HOTEL MANAGER (SUBTITLED)
                Julia Roberts is coming to stay with
                us!

163   EXT. POSHEST ROME HOTEL -- DAY                            163

      Tess, as Julia Roberts, steps out of a Mercedes limo wearing
      sunglasses and carrying a puppy. Frank and Basher, as Nation
      of Islam bodyguards, clear a place in front of her. Reuben
      trails, dressed in the latest hip-hop clothes.

      A throng of fans and paparazzi rush toward her. Strobes
      blind us. Fans scream out her name, thrust paper and pen at
      her for autographs. It's a frigging madhouse.

                          PRESS
                Ms. Roberts! Ms. Roberts! Why did
                you come back to Rome so soon!!

                            TESS
                I...uh...

                          PRESS
                Was it to see Topher?

                          TESS
                To see what?

                          PRESS
                Topher Grace!! Your co-star!! Is
                that why you're here?!

                          TESS
                Oh. No. I came to -- to see the--




                                                         (CONTINUED)

                                                                       100.
163   CONTINUED:                                                        163

                          PRESS
                Where's Danny?

                            TESS
                What?

                          PRESS
                Danny, your husband!!

                          TESS
                    (looks to Reuben)
                Well, he's not really--

                          REUBEN
                Ms. Roberts is very tired!! Please
                let her through! Please!


164   INT. PRESIDENTIAL SUITE -- DAY                                   164

      Tess enters and shuts the door behind her.  She takes a deep
      breath and exhales. She looks up at Danny, who's there
      waiting for her.

                          TESS
                I can't do this.

      Danny goes to her.    Kisses her.   Hugs her.    When he steps
      back he answers:

                          DANNY
                Yes, you can.

                          TESS
                I'm not an actress, Danny!     And I
                don't look like her!

                           DANNY
                You do, Tess. You really do. I
                never told you that before, but
                it's true.

                          TESS
                Come on: my...

      She notions at her body, but we can't tell what part.

                            TESS
                And my...

      She motions at her body again; again it's totally ambiguous
      what part.



                                                             (CONTINUED)

                                                                 101.
164   CONTINUED:                                                  164


                          TESS
                And my ears. Anybody who sees my
                ears is going to know instantly.

                          DANNY
                Nobody's looking at your ears.

                          TESS
                Yes, Danny, they are.     They're
                going to know.


165   INT. DISPLAY ROOM FOR EGG -- MUSEUM OF MODERN ART -- DAY   165

      Isabel stands with the MUSEUM DIRECTOR.

                          ISABEL
                When did that happen?

                          MUSEUM DIRECTOR
                We just found out. I arranged a
                private showing for tomorrow
                morning before we open the show to
                the public.

                          ISABEL
                I don't understand, why do you have
                to disable any of the systems--

                          MUSEUM DIRECTOR
                Because she might want to get close
                to the egg, got right up here and
                look at it. And I'm not going to
                embarrass myself or this
                institution by telling her she
                can't.

                          ISABEL
                She's an actress, Giovanni, not the
                Pope.

                          MUSEUM DIRECTOR
                Do you realize how much free
                publicity we'll get for this
                museum, just because she because
                she decided to come by and look at
                the egg? She's even agreed to do a
                photo shoot for us promoting the
                museum.

      Isabel gives an exasperated sigh.


                                                        (CONTINUED)

                                                                  102.
165   CONTINUED:                                                   165


                          ISABEL
                That's exactly the sort of thing...


166   INTERCUT -- INT. WAREHOUSE -- DAY                           166

      Saul, Frank, and Rusty sit on plush couches and watch
      Isabel's conversation with the museum director from six
      different angles. Clearly, Livingston has tapped into the
      museum's closed circuit system.

                          ISABEL (TELEVISION V.O.)
                ...that the people I'm after will
                exploit.
                    (thinks)
                Okay, fine. You want to shut down
                half the electronic system, let me
                post eight cops in the room...

      Saul, Frank, and Rusty clench teeth and fists... On pins and
      needles for a moment. If the museum director agrees they're
      in big trouble.

                          MUSEUM DIRECTOR (TELEVISION V.O.)
                Are you crazy? That's worse
                than....you want me to treat her
                like a criminal?

      The guys relax back into the couches, their plan narrowly
      having escaped disaster.


167   ANOTHER ANGLE                                               167

      On Saul, Frank, and Rusty relaxing. Only this angle has a
      digital quality to it -- because we are watching them now
      through a hi-def TV screen.

      PULL BACK to REVEAL Toulour, sitting in a warehouse of his
      own, watching his own surveillance footage of both our guys'
      warehouse and the museum's closed circuit system.

                          MUSEUM DIRECTOR (TELEVISION V.O.)
                Look, if you need to do something
                to reinforce security during her
                visit, fine. But it's got to be
                out of sight. And it can't effect
                Julia in any way. Are we clear?

                                                                103.




168   INT. ROME BISTRO -- DAY                                   168

      Toulour eats with a beautiful woman.   Virgil sits six tables
      away, keeping an eye on him.

      Turk strolls in and sits with his brother.

                          TURK
                Where is he?

                          VIRGIL
                    (points at Toulour)
                There. I took a look at the
                interrogation scene.

                          TURK
                Why?

                          VIRGIL
                'Cause Linus said it was
                repetitive.

                          TURK
                It clarifies everything.

                          VIRGIL
                He said it's too on the nose.

                          TURK
                What's he, the head of the studio?
                What's he ever written?

                          VIRGIL
                He's just saying -- Oh, no--

                          TURK
                What?

                          VIRGIL
                It's not him!

      Turk spine to see "Toulour" get up at the other table. Only
      it's not Toulour. It's somebody who looks like Toulour from
      behind.

                          TURK
                What! How did you-- You moron!
                You said you were watching him the
                whole time!




                                                         (CONTINUED)

                                                               104.
168   CONT1NUED:                                                168


                          VIRGIL
                I was! I mean, I used the bathroom
                once, but it was quick. You lost
                him yesterday!

      They sit for a minute.

                          TURK
                Livingston said Frank said that
                Rusty said that Danny said Toulour
                said don't ever bother following
                him.


169   INT. RUSTY'S HOTEL ROOM -- NIGHT                         169

      ON Rusty -- the blue light of an unseen television reflecting
      off his face. He walks onto the balcony.


170   WAVY TRANSITION TO FLASHBACK:                            170

      We follow Rusty down a hallway. He enters a dark apartment.
      Slips silently through the dining room. Two places are set.
      A candle on the table is burned down to almost nothing.

171   INT. BEDROOM -- NIGHT                                    171

      The lights are out here too. But Isabel's still awake.
      Rusty enters the room. She doesn't look at him
                             RUSTY
                I'm sorry.
                          ISABEL
                What happened?
                          RUSTY
                I have to go. Right now. I have
                to leave the country. It could
                be a while. A month. Maybe more.
      Isabel turns to look at Rusty. She can barely see the
      outline of his face in the darkness.
                          ISABEL
                What are you saying? What the hell
                are you saying? Where are you
                going?



                                                        (CONTINUED)

                                                             105.
171   CONTINUED:                                              171


                          RUSTY
                I can't tell you.
      Isabel stares at his dark face.
                           ISABEL
                When people start talking the way
                you're talking there are only two
                possibilities: you're either in
                intelligence or you're a criminal.
                And no one I work with has ever
                worked with you...or even knows
                your name.
                          RUSTY
                You knew what I was the day you met
                me, Isabel.
                            ISABEL
                Robert...
                          RUSTY
                We can talk about it when I get
                back.
                           ISABEL
                No, Robert. I have to tell you
                something.
                          RUSTY
                What is it?
                           ISABEL
                I'm taking the job. I'm moving to
                Amsterdam.
      He doesn't respond for a moment.
                          RUSTY
                I can't have this conversation
                right now. Please, Isabel. I have
                to get out of here. I love you.
      He kisses her then leaves.

172   EXT. APARTMENT -- NIGHT                                 172

      Outside the front of the apartment, he shuts the door and
      turns toward us. We see his face in the light for the first
      time: His left eye is swollen shut. Blood is caked into his
      hair and on his cheek. Somebody beat the shit out of him.

                                                                  106.




173   BACK IN THE PRESENT DAY                                     173

      Rusty is still on the balcony.

      There's a knock at the door.   He opens it to see Isabel.

                          ISABEL
                You want to walk?


174   EXT. ROME -- NIGHT                                          174

      Rusty and Isabel sit on the steps of the Campidoglio.

                          ISABEL
                I know how you're planning to do
                it. I know Julia's visit is the
                key.

                          RUSTY
                Who's Julia?

                          ISABEL
                    (after a beat)
                LeMarc knew when to get out. He
                just quit...with his perfect record
                intact. Now he's a legend.
                    (exhorting)
                Don't do this.

                          RUSTY
                LeMarc quit because he was 75 years
                old, Isabel. He was tired. His
                doctor told him if he didn't start
                taking it easy he was going to have
                another heart attack. You're
                dramatizing it.

                          ISABEL
                You don't know why LeMarc retired,
                any better than I do. You have no
                idea.

                          RUSTY
                Actually, I do. I know exactly
                why.

                            ISABEL
                Really?    How's that?



                                                         (CONTINUED)

                                                             107.
174   CONTINUED:                                              174


                          RUSTY
                He told me.

                          ISABEL
                    (skeptical as hell)
                You know LeMarc?

                            RUSTY
                A little.

                          ISABEL
                Since when?

                          RUSTY
                Ten years ago.

                          ISABEL
                For how long?

                          RUSTY
                For six months.

                            ISABEL
                You--

      She's so mad she can hardly speak.

                          ISABEL
                You knew LeMarc? You knew LeMarc
                and never told me? That's the worst
                thing you've ever done to me.
                Nobody knows more about LeMarc than
                me. How could you do that?

                          RUSTY
                I couldn't tell you, then.

                          ISABEL
                Really awful.

      Isabel thinks.

                          ISABEL
                Then why aren't you as good as
                Toulour?

      Rusty shrugs.

      A beat.




                                                      (CONTINUED)

                                                                  108.
174   CONTINUED: (2)                                               174

                          ISABEL
                I don't want to arrest you, Robert.
                I really don't. But I will if you
                make me. I will if you go for that
                egg.

      Rusty goes silent, looks out at the lights of the city.

                          ISABEL
                So many times, I waited. You can't
                do that to a person.

                           RUSTY
                Isabel--

                          ISABEL
                I have to go.

      Isabel gets up...walks away fast.    She's barely holding
      herself together.

      Rusty watches her go.   Several seconds, then:


175   FLASHBACK -- INT. APARTMENT BUILDING -- ROME -- DAY         175

      Rusty carries a huge bouquet of flowers up the stairs to the
      front door of his apartment with Isabel. It's a perfect
      sunny day outside.
      He unlocks the door quietly and swings it open to see the
      apartment is bare. The furniture is still there. But
      nothing else. Nothing on the walls or the shelves.    Isabel
      has clearly moved out.
      Rusty's whole body reacts.... He slowly looks around him, as
      if in a dream. His eye goes to the dining room table.
      Isabel's engagement ring is there.

176   BACK TO SCENE -- EXT. ROME -- CAMPIDOGLIO -- NIGHT          176

      Rusty is still watching Isabel, small now in the distance.
      She turns the corner out of sight.


177   EXT. MUSEUM OF MODERN ART -- DAWN                           177

      Isabel pulls up in her car.

                                                                 109.




178   INT. MUSEUM OF MODERN ART -- DAWN                          178

      The Egg is being put into position. Isabel watches.


179   INT. HOTEL SUITE -- DAWN                                   179

      Reuben is talking to Yen. Frank and Livingston get ready in
      the background.

                          REUBEN
                You're a photographer. Very
                exacting. You want things a certain
                way, but you never raise your
                voice. You're uncompromising.
                Strong.

                          FRANK
                Reuben, what are you doing?

                          REUBEN
                Oh, we understand each other. I'm
                mean, the actual words are
                gibberish to me, but I know what he
                means. There's a tone, you know. We
                communicate. I'm sure he'd tell you
                the same thing.
                    (to Yen)
                Am I right?

      Yen says something in Chinese.


180   INT. HOTEL SUITE -- DAWN                                   180

      Danny and the Malloys are looking at Tess's hair.

                          TURK
                I say we do a Joey Heatherton,
                1971.

                          VIRGIL
                It's the wrong color.

      Turk looks at his watch.

                          TURK
                Damn.

      There's a knock at the door. They let Tess check on it. She
      looks out the keyhole;


                                                          (CONTINUED)

                                                               110.
180   CONTINUED:                                                180


      It's TOPHER GRACE.

      Tess looks back to the group and shrugs.

                            TOPHER
                    (off)
                Hello?

      He knocks again.

      The group scrambles and hides. Tess opens the door.

                          TOPHER
                Hey! I got your room number from
                McCormick, I hope you don't mind.

      He walks in and hugs her. She looks terrified. Topher
      disengages and looks around.

                          TOPHER
                This is great. Do you have the
                adjoining room?

                            TESS
                Uh, no.

                          TOPHER
                Oh. Hey. I saw the rough cut of YOU
                ALWAYS, YOU NEVER. It's so awesome.
                Congratulations.

                          TESS
                Oh. Thank you.

                          TOPHER
                It was just like a dub of a lo-rez
                output, but I could totally see
                what you were doing. I think you
                might win again. Seriously.

                            TESS
                Oh.

                          TOPHER
                It really actually looked like you
                were blind. How did you do that?
                What is it like, an on-set thing,
                or was it digital?

                          TESS
                It was, uh...



                                                        (CONTINUED)

                                                             111.
180   CONTINUED: (2)                                          180


                          TOPHER
                You can tell me, I won't tell a
                soul. Because if you say it's
                instinctual, I'm quitting right
                now. Seriously. The way you parted
                your hair? That was so connected.
                And that scene with the matches?
                And when you find out who your real
                grandmother is and run through the
                rain and find her on the porch and
                touch her face? Man, that was...you
                gotta tell Steven how much I loved
                it.

                            TESS
                Okay.

                          TOPHER
                So what are you doing?

                          TESS
                I'm, uh, getting ready to go out...

                          TOPHER
                    (laughs)
                I mean next. What movie are you
                doing next?

                          TESS
                I...I'm having trouble deciding
                what to do next.

                          TOPHER
                Is Danny working?

                          TESS
                Danny...Danny is...Danny is...

                           TOPHER
                Oh, no. Is something wrong? Have
                you two...

                            TESS
                No, no...

                          TOPHER
                I'm so sorry. I'm so sorry.

                          TESS
                No. we're absolutely fine, he's
                just--



                                                      (CONTINUED)

                                                               112.
180   CONTINUED: (3)                                            180


                          TOPHER
                I've got to stop asking people
                about their spouses, it's like
                always a mistake--

                          TESS
                No, really--

                          TOPHER
                Listen, I won't say a word.
                Seriously. I'm rooting for you
                guys, you know that. This is your
                private business and I totally
                respect that. No more Danny
                questions from me.

                          TESS
                Thank you. He's fine. Danny's fine.
                He's working.

                          TOPHER
                Hey, cool, whatever. That's what
                I'll say.

      A beat.

                          TOPHER
                So can I come look at that Egg with
                you?


181   INT. MUSEUM -- ENTRY HALL -- DAY                         181

      Reuben (dressed in a hip-hop outfit) and Linus (dressed like
      an agent) stand in front of some paparazzi. A crowd of
      museum employees also rubberneck.

                          REUBEN
                My name is Stuart Feldman,
                Worldwide Executive Senior Vice-
                President of Marketing, Corporate
                Senior Vice-President of Publicity
                and Corporate International
                Executive Worldwide President of
                Promotion for the Warner Brothers
                Motion Picture company.
                    (indicating)
                My colleague, Grant Wells, who is
                responsible for Ms. Roberts
                itinerary, has graciously set aside
                time for Ms. Roberts to view the
                Coronation Egg privately.

                                                                    113.




182   INT. SECURITY ROOM                                            182

      Isabel, the Security Director, and Captain Giordano sit with
      four cops watching a bank of closed circuit screens.

                          ISABEL
                I want to be on record as saying
                that you should have shut the
                entire museum down.

      Isabel keeps her eye on the tourists who circulate through
      the other wings of the museum.


183   INT. MUSEUM -- ENTRY HALL -- DAY                              183

      "Julia" arrives flanked by her "Nation of Islam" guards,
      Frank and Basher. The assembled employees clap and call her
      name. She waves as they take her picture.

      Topher throws his arm around Julia to make sure he gets in
      all the shots. The Museum Director comes up to greet
      "Julia".


184   INT. SECURITY ROOM                                            184

      Isabel watches the security camera feeds.

                             ISABEL
                There!     Right there!

      Isabel points at a screen showing the museum's other
      entrance. Rusty nonchalantly slips into the museum.


185   INT. GALLERY CONTAINING THE CORONATION EGG -- DAY             185

      "Julia" enters and walks up to the egg.       Her entourage
      follows.

                          TESS
                It's so beautiful.        My God.

      Topher looks at the egg--

                          TOPHER
                Kinda small.

      He turns away to look a cute girl on the museum staff.



                                                             (CONTINUED)

                                                                 114.
185   CONTINUED:                                                  185


                          TOPHER
                Hi.

      BACK ON "JULIA"

      She leans in close to the egg.

                          TESS
                I'm not going to set off any
                alarms?

                          MUSEUM DIRECTOR
                No. No. Get as close as you like.

      Reuben pops his head in between them.

                          REUBEN
                    (obsequious)
                Julia -- unless you have any
                objections -- Wen and his crew set
                up for the publicity stills.


186   INT. ANOTHER PART OF THE MUSEUM -- DAY                     186

      Rusty ponders a painting like college student trying to
      impress his art history professor. Finally he moves on, into
      another gallery.

      PAN to REVEAL nine uniformed cops trailing behind him.


187   INT. GALLERY CONTAINING THE CORONATION EGG -- DAY          187

      Yen ENTERS FRAME -- dressed like a pretentious grunge rocker.

      He whispers Chinese into a bullhorn.

      Theoretically he's speaking to his crew (Danny, Saul, and
      Livingston in lame disguises) telling them where to set up
      the camera, lights, and flags.

      Each "crew member" carries an odd-looking oversized "light
      meter". Upon closer examination we can see that each device
      has a small TV screen on it -- which is tapped into the
      museum's closed circuit system. The guys are carefully
      placing their flags and lights so as to block the view of the
      egg from each of the eight cameras on the ceiling of the
      gallery.

      "Studio Execs," Reuben and Linus go to "Julia."


                                                          (CONTINUED)

                                                                 115.
187   CONTINUED:                                                  187


                          REUBEN
                I was thinking maybe we could get
                you and Topher into some "You
                Always You Never" hats and t-shirts
                for the shoot--

                          TESS
                That's stupid.

                           REUBEN
                    (instant reversal)
                So stupid!
                    (turns to Linus as if it's
                     his idea)
                Idiot.
                    (gingerly)
                Maybe we could put some posters in
                the background--

                          TESS
                I don't think we want to be so
                obvious--

                          REUBEN
                I completely agree!
                    (to Linus)
                Stop trying to turn this into some
                sort of stunt.


188   INT. OTHER PART OF MUSEUM                                  188

      Isabel struts up to Rusty.

                          ISABEL
                This isn't going to work.

                          RUSTY
                I don't know what you're talking
                about.


189   INT. GALLERY CONTAINING THE CORONATION EGG -- DAY          189

      Yen stands on two apple boxes to shoot photos of "Julia" and
      Topher. "Julia" looks ridiculously stiff and keeps putting
      her hands up to block her ears.

      Topher keeps shooting glances at Danny, who is moving around
      flags and lights, ostensibly in accordance with Yen's Chinese
      language orders.



                                                          (CONTINUED)

                                                                 116.
189   CONTINUED:                                                  189


      Julia sees Topher's expression -- he recognizes Danny from
      somewhere...

                          JULIA
                Okay, thanks everybody. Thank you
                so much.

      She starts to walk out. Topher shrugs and follows her.


190   INT. MUSEUM HALLWAY -- DAY                                 190

      Julia and her entourage barrel down the hallway. Topher
      catches up.

                          TOPHER
                Hey, J Ro, why the quick exit?

                          TESS
                I...uh, I have to take some pills.
                Aspirin. I get headaches.

                          TOPHER
                Yeah, well, with everything thing
                you've been going through I can see
                how you'd need something.

                          TESS
                They're just aspirin.

                          TOPHER
                Right. I've never taken aspirin in
                my life, ever. Can you believe
                that?

                          TESS
                That's amazing.

                          TOPHER
                For me, it's like a control thing.

                          TESS
                Well, with aspirin...it's very
                beneficial.

                          TOPHER
                Oh, yeah. I'm sure.

      They are interrupted by the sound of PIERCING SIRENS and
      CLANGING BELLS -- all manner of alarms coming from the
      gallery containing the egg.



                                                        (CONTINUED)

                                                                  117.
190   CONTINUED:                                                   190


      Tess rushes back to the gallery just in time to see police
      officers pin Danny and his entire crew on the floor and
      against walls and start handcuffing them. She freezes.
      Can't move.... Her bodyguards (Frank and Basher ) grab her
      and move her quickly out of the area.


191   EXT. ROME POLICE HEADQUARTERS -- DAY                        191

      Three massive Ford Excursion SUV's with diplomatic plates
      double park out front, completely blocking the flow of
      traffic on the narrow street.

      Eight FBI agents climb out of their behemoths and walk inside
      like they own the place. The boss is a 55 year-old agent
      named MOLLY STARR.


192   INT. LOBBY -- DAY                                           192

      Molly Starr steps inside with her posse.   She pulls out her
      badge and hangs it around her neck.

                          AGENT MOLLY STARR
                Who's in charge?

      Isabel and Captain Giordano look at her and her team with
      obvious trepidation.

                          ISABEL
                    (tentative)
                I am.

                          CAPTAIN GIORDANO
                    (smelling trouble)
                She is.

      Molly gives a slight nod to one of her lackeys.   He thrusts
      an official-looking paper at Isabel.


193   INT. "OBSERVATION "HALLWAY -- DAY                           193

      Molly swaggers down a hallway, followed by Isabel and
      Giordano. She stops at an observation window and looks
      through it to see Danny, who is handcuffed to a chair,
      awaiting interrogation. His expression is impassive.

      She moves on to the next window: Yen. Same impassive
      expression. She continues down the line, Reuben, Livingston,
      and Saul. Each has the same impassive expression. Through
      the final window she sees Linus...


                                                         (CONTINUED)

                                                                118.
193   CONTINUED:                                                 193


      He's nervously tapping his foot.   Molly smiles sadistically.

                          AGENT MOLLY STARR
                Oh, yeah... I'll start with him.


194   INT. INTERROGATION ROOM -- DAY                            194

      Molly sits face-to-face with Linus. Isabel and Captain
      Giordano stand in the corner and observe.

                          AGENT MOLLY STARR
                When people think of Italy they
                think of food, wine, the
                Renaissance. They don't realize
                Italy has the scariest prisons in
                the civilized world. You know why?
                They're all leftover from the
                Middle Ages. They're worse than
                dirty; they're damp. They're like
                caves.

      Linus can't look her in the eye.

                          AGENT MOLLY STARR (cont'd)
                I'm the only hope you've got.

                          LINUS
                What do you want?

                          AGENT MOLLY STARR
                Testify against the others in the
                Benedict case.

                          LINUS
                I can't do that.

                          AGENT MOLLY STARR
                Sure you can. You'll get a year,
                maybe two. The Italian charges
                will be dropped. You and the
                others will be extradited to the US
                this afternoon.

      A long beat.

                          AGENT MOLLY STARR
                Think about those prisons. Think
                about living there for twenty
                years, getting out when you're
                fifty. What a catch you'll be.

                                                                 119.




195   EXT. / INT. FBI SUV -- DAY                                 195

      Linus is bundled into the back of the SUV. Agent Starr gets
      in next to him. She motions to the driver. They pull out.


196   EXT. POLICE STATION -- DAY                                 196

      Agent Starr's SUV is followed by three other SUV's and
      escorted by two Rome Police cars.


197   INT. FBI SUV -- DAY                                        197

      Linus stares morosely at the headrest in front of him.

      A long, long beat...then he turns to Agent Starr:

                          LINUS
                Did you tell Dad?

      Before "Agent Starr" answers the agent in the passenger seat
      turns around.

      It's Clint Eastwood.

                          CLINT
                Of course she did.   We're married,
                for God's sake.


198   INT. HOTEL SUITE -- DAY                                    198

      Tess waits. A key sounds in the door, and she is on her feet.
      She reaches Danny before he's all the way in the room. She
      kisses him, then remembers she's mad at him.

                          TESS
                Why didn't you tell me?

                          DANNY
                I couldn't.

                             TESS
                Why not?

                          DANNY
                Because you're not an actress. You
                wouldn't have been so real.




                                                          (CONTINUED)

                                                               120.
198   CONTINUED:                                                198


                          TESS
                I thought you were going to jail.

                          DANNY
                I'm not going to jail.

      A beat.

                          TESS
                So you don't think I'm a good
                actress.

                          DANNY
                You're a terrible liar.

                          TESS
                I'm a good liar.

                          DANNY
                Where did Benedict find you?

                           TESS
                He...

                          DANNY
                At your parent's house.

                          TESS
                That was...okay, so I'm not a good
                liar. So what. You're good enough
                for both of us.

                           DANNY
                Exactly.


199   EXT. CIAMPINO AIRPORT -- DAY                             199

      The motorcade of FBI SUV's pulls through the security gate
      and drives toward a US government Gulfstream parked on the
      flight line.

      Isabel watches with Captain Giordino and Commander Andriotti.

      Linus, Saul, Yen, Livingston and Reuben get out of the SUVs,
      all of them beaming. They hug Linus's mom and dad and mount
      the steps to the plane. Then Rusty gets out, says goodbye to
      everyone, and heads for Isabel.

                          ISABEL
                    (eyes go wide)
                What the-- Oh my God!
                          (MORE)

                                                        (CONTINUED)

                                                                 121.
199   CONTINUED:                                                  199
                           ISABEL (cont'd)
                     (spins to Giordano)
                 Call the tower! Don't let that
                 plane take off!

      Giordano stares blankly at her.   But he doesn't move.

                          ISABEL (cont'd)
                Do something! Do you realize
                what's happening?! Do you
                understand what's going on?!

                          CAPTAIN GIORDANO
                    (deadpan)
                Yes, absolutely.

      Isabel blinks.   It takes a second to hit her. Rusty
      approaches.

                          RUSTY
                Guys. Get on there before they
                leave without you. Thanks.

                          CAPTAIN GIORDANO
                    (speaking like an
                     American)
                Hey, no problem. Good seeing you,
                man.

                          ANDRIOTTI
                Take care. See you back home.

                          RUSTY
                Thanks, Scooter.

      Isabel is dumbstruck.


200   EXT. TOULOUR'S VILLA -- DAY                                200

      Toulour pulls up in a Ferrari.    His butler gets the door for
      him.

                          BUTLER
                How was Rome, air?

      Toulour answers by handing a small velvet bag to his butler
      (a bag just big enough to hold the coronation egg).

                          TOULOUR
                Put this in the safe, would you?




                                                          (CONTINUED)

                                                                 122.
200   CONTINUED:                                                  200


                          BUTLER
                Of course, sir. Your guests are on
                the veranda.

                          TOULOUR
                Guests?


201   EXT. CIAMPINO AIRPORT -- DAY                               201

      Isabel watches as the "US Government" Gulfstream containing
      all the members of Rusty's crew that she arrested at the
      museum taxis down the runway and becomes airborne. She turns
      to Rusty.

                          ISABEL
                I hate you.

                          RUSTY
                I love you.

                          ISABEL
                This will ruin me.

                          RUSTY
                No, it won't. Not if you come to
                Zanzibar.

                          ISABEL
                What is it with Zanzibar?

                          RUSTY
                It's where LeMarc is.

      Rusty points nearby at another private plane.    The pilot has
      just opened the door and put the stairs down.

                          RUSTY
                That one's ours.     We can be there
                in three hours.

      A beat.

                          RUSTY
                Don't you want to meet him? He
                wants to meet you.

                          ISABEL
                You're asking me to turn my back on
                my whole life.




                                                          (CONTINUED)

                                                               123.
201   CONTINUED:                                                201


                          RUSTY
                Would you miss it?

                             ISABEL
                I'm a cop.     That's who I am.

                          RUSTY
                You're only a cop because your
                father was a thief.

                          ISABEL
                Who died in a Russian jail.

                          RUSTY
                According to you mother.

                          ISABEL
                What does that mean?

                          RUSTY
                It means you should meet LeMarc.


202   EXT. VERANDA -- DAY                                      202

      Toulour walks out to find Danny and Tess chomping on gourmet
      nuts and sipping his special reserve brandy.

                          TOULOUR
                    (to Danny)
                Let me guess, you decided you did
                want to give my lawyer a call. But
                you lost his card.

      Toulour holds out another card to Danny.

                          DANNY
                No, nothing like that. We just
                came to collect our money.

                          TOULOUR
                Not only did you fail, half of your
                crew got pinched! Your plan was
                not good.
                    (to Tess)
                And you don't look anything like
                Julia Roberts! I mean your...
                    (motions ambiguously to
                     her body)
                ...and your...
                    (another ambiguous motion)
                ...and your ears.

                                                        (CONTINUED)

                                                               124.
202   CONTINUED:                                                202


      Toulour stops. Danny and Tess just look at him. Something
      about their demeanor is troubling. Namely, that they look
      completely untroubled.

                          TOULOUR
                Oh, no. You stole it on the way to
                Rome didn't you? I stole a replica.


203   EXT. PARIS BUILDING -- DAY                               203

      A repeat of the shot of the SMALL, SECURE BOX being taken to
      a truck.

      The truck moves out of the garage and on to the street as
      before. This time the shot continues over to a door on the
      side of the building. A YOUNG KID emerges with a backpack
      over his shoulder.


204   EXT. PARIS STREET -- DAY                                 204

      The BACKPACK KID passes another guy, a NORMAL-LOOKING GUY,
      who, after a beat, follows Backpack Kid.


205   INT. PARIS TRAIN STATION -- DAY                          205

      The Backpack Kid, followed by Normal-Looking Guy, walk
      through the terminal and get in line. We swing over to see
      Normal Looking Guy #2 looking at them.


206   INT. TRAIN -- DAY                                        206

      In motion. We start on the Backpack Kid, who is reading a
      book. The Backpack is beneath his legs. Next to him sits
      LINUS. Across from him is one of the Normal-Looking Guys. The
      other Normal-Looking Guy is a row away, facing him.

      Linus looks at the door of the car.

      SAUL

      Is making his way through the door. He looks drunk.

      LINUS

      Looks down at his copy of the French FHM.

      SAUL



                                                        (CONTINUED)

                                                                125.
206   CONTINUED:                                                 206

      Gets close and closer to Linus and the Backpack Kid.

      LINUS

      Puts his magazine away.

      SAUL

      Is almost to Linus's row, he stumbles a little, almost falls.

      Then, with a loud WHOOSH the train goes completely dark. It's
      gone into a tunnel. We hear Saul's voice CRY OUT.

      In a few seconds, the train exits the tunnel and the lights
      come back on.

      SAUL

      Has fallen into the lap of the BackPack kid. Linus and the
      Normal-Looking Guy try to help him up.

      He stumbles onward and collapses into a vacant seat.

                          LINUS
                    (in French)
                He's completely drunk.
      The BackPack Kid nods his head. Linus goes back to his book.
      We drop down to see HIS BACKPACK also beneath his feet.


207   INT. TRAIN STATION ROME, ITALY -- DAY                     207

      Linus walks through the terminal, backpack over his shoulder.
      Suddenly he stops and kneels to tie his shoelace.

      Saul, seeing this and reacting, splits off into another
      direction.


208   INT. WAREHOUSE -- DAY                                     208

      Linus and Saul approach the group.

                          DANNY
                What happened?

      Linus puts his BACKPACK down.

                          LINUS
                We thought someone was following
                us.

                                                               126.




209   BACK TO TOULOUR ON VERANDA - DAY                         209

                          TOULOUR
                But that means you knew what to
                steal before LeMarc proposed that I
                challenge you for it. That means...


210   INT. RUSTY'S GARAGE -- DAY                               210

      The image from the beginning of the film, with Rusty watching
      the boiling cask. He's talking on the phone.

                          RUSTY
                Gaspar, it's Rusty. How are you?

      And this time we see what be is working on:

      A PERFECT REPLICA OF THE CORONATION EGG.

      In the warehouse in NYC, we see Danny and Rusty "arguing",
      but from a different angle. They are smiling as they yell:

                          DANNY
                I'M TELLING YOU IT'S A DEATH
                SENTENCE!

                          RUSTY
                FINE, THEN STAY HERE!


211   BACK TO TOULOUR ON VERANDA - DAY                         211

                          TOULOUR
                LeMarc told you. Of course.

      He looks deflated. It's probably just occurring to him that
      he's never lost before.

      He sits down.

                          TOULOUR
                To teach me.

      He is silent.

      Tess indicates to Danny that they should leave. Danny nods,
      and they rise.




                                                        (CONTINUED)

                                                               127.
211   CONTINUED:                                                211

                          DANNY
                Well, we'll be in touch to make all
                the arrangements.

                          TOULOUR
                No. Don't go. Please.

      Toulour gets up.

                          TOULOUR
                You are my guests. I will celebrate
                your victory. Besides, you may have
                noticed, I don't like to be alone.


212   EXT. VERANDA -- LATER                                    212

      They are toasting champagne.

                          TOULOUR
                I am feeling more French by the
                minute. To my first depression.


213   INT. TAXI -- DAY                                         213

      Saul and Basher ride to the airport.

                          BASHER
                So I think if you really analyze
                it, you can see that it's
                inevitable. It's time for us to
                evolve, en masse. I have to help
                bring that about whatever way I
                can, you know. Otherwise, the
                trajectory is fixed. You know what
                I'm saying?

                          SAUL
                Mmm. Yes. But I'm through evolving,
                I think. It's too tiring. I feel
                pretty evolved. You know,
                considering.


214   INT. AIRPORT -- DAY                                      214

      Frank and Yen buy magazines. Yen has a copy of an ITALIAN
      TABLOID. The headline screams CO-STAR SAYS JULIA MARRIAGE IN
      TROUBLE. A sub-headline reads HER ADDICTION TO PAINKILLERS IS
      RIPPING THEM APART.

                                                                 128.




215   INT. AIRPLANE -- NIGHT                                     215

      In First Class. Basher and Saul tip champagne glasses.

      Virgil, Turk, and Linus all crack open copies of their story
      to read.

                          TURK
                I've got an idea for another
                Dominique story.

                          VIRGIL
                Can we finish this one first?

                          TURK
                Just let me tell it to you.

                          VIRGIL
                No.

                          TURK
                It's like three sentences.

                          VIRGIL
                I'm serious; you're asking too
                much.

      Virgil puts on his headset. Turk leans over to Linus and
      begins to speak. Linus, reading, holds his finger up.

      Yen reads a magazine. Reuben glances at it.

                          REUBEN
                May I look at that when you're
                through with it?

      Yen says something. It would seem he is okay with that.

      Livingston speaks into his VOICE RECORDER.

                          LIVINGSTON
                    (trying to be
                     dispassionate)
                All in all, it was depressingly
                familiar. The forced camaraderie,
                the hollow smiles. Scared to take a
                moment's reflection. Scared to
                imagine a different life. We
                behaved like boys.
                    (beat, he chokes)
                But...


                                                        (CONTINUED)

                                                                 129.
215   CONTINUED:                                                  215


      He begins to weep, quietly, but very quickly regains his
      composure.

                           LIVINGSTON
                I'm Livingston Dell. Thanks for
                listening.


216   EXT. VILLA -- NIGHT                                        216

      Tess and Danny enjoy the sunrise.

                          TESS
                When do you want to go back?

                          DANNY
                Feel like traveling?

                          TESS
                Yeah. Don't you?

                            DANNY
                Yeah.

      Toulour enters with THE LAST BEAUTIFUL WOMAN in tow.

                          TOULOUR
                Tess. Danny. This is Monica
                Bellucci.

      And indeed it is.

                            MONICA
                Hello.

                            TESS & DANNY
                Hello.

                          TOULOUR
                We're thinking of taking a trip to
                the states. Take a look around.
                We'd love to meet some of your
                friends while we're there.
                Actually, one friend in particular.


217   EXT. SKY OVER ZANZIBAR -- DAY                              217

      We follow the Gulfstream jet.

                                                                  130.




218   INT. JET -- DAY                                             218

      Isabel looks out the window. Rusty watches her, She looks
      over at him, then back out the window.


219   EXT. BEACH HOUSE -- DAY                                     219

      Stunning. Classic. Rusty and Isabel pull up.

      He takes her hand and leads her inside.


220   INT. BEACH HOUSE -- DAY                                     220

      Rusty and Isabel walk through the house.

                          RUSTY
                There he is.

      Rusty indicates the back porch. A figure sits in a lounge
      chair, reading a book. This is LEMARC.

                          RUSTY (cont'd)
                Gaspar!

                          ISABEL
                Gaspar? That was my fa--

      Isabel looks to the porch just as LE MARC, her father, turns
      to face her. She goes to him and they embrace.

                          ISABEL (cont'd)
                Daddy.

      LeMarc looks to Rusty.

      Rusty salutes, makes a drinking gesture and heads for the
      kitchen.

      The sound of a jet takes us to


221   A GLOBE                                                     221

      As we rotate from Toulour's villa to LAS VEGAS, NEVADA

                                                         CUT TO:

                                                                    131.




222   ESTABLISHING SHOTS                                                222

      Of the Bellagio hotel.

                                                               CUT TO


223   A RECEIPT                                                         223

      For a wire transfer of $ 191,507,067.37 into the account of
      TB ENTERPRISES. Description: "Repayment of personal loan".


224   TERRY BENEDICT                                                    224

      Staring at this receipt. He looks up.

      REUBEN

      Is opposite him. They are both being served for lunch by a
      JACKETED WAITER, whose face is continually obscured.

                             REUBEN
                   That's the exact figure, I'm pretty sure.

                             BENEDICT
                   Yes.

                             REUBEN
                   So we're clean?

                             BENEDICT
                   You want it in writing?

                             REUBEN
                   I'll take your word.

                             BENEDICT
                   You're clean.

                             REUBEN
                   These grudges, they're awful.
                   Nobody wine.

                             BENEDICT
                   As soon as someone retaliates, the
                   situation is out of control.




                                                          (CONTINUED)

                                                                  132.
224   CONTINUED:                                                   224


                          REUBEN
                This way, there's no need for
                retaliation. Why would there be?

                          BENEDICT
                There's plenty for everyone.

                          REUBEN
                More than plenty. It's just a
                matter of sharing.

                          BENEDICT
                Sharing is good.

                          REUBEN
                It is. Waiter? Can I get sparkling
                water? It's good for my acid
                reflux.

                             WAITER
                    (off)
                Of course.

      The waiter turns toward the bar and we see now that he is
      FRANCOIS TOULOUR. He's wearing a STRIPED TULIP in his
      WAITER'S JACKET.

      CUT TO BLACK

      THE END