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Tin Men Movie Script

Writer(s) : Barry Levinson

Genres : Comedy, Drama

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 TIN MEN

     Written by
   BARRY LEVINSON



      June 1986
   SHOOTING DRAFT




FOR EDUCATIONAL
 PURPOSES ONLY

                                                                1.
    SCREEN is BLACK.      In white letters we read:
    BALTIMORE 1963.
    FADE IN:
1   EXT. CADILLAC DEALERSHIP - DAY                                   1
    BILL BABOWSKY ("BB"), a wiry, dapper-looking man in his
    mid-thirties, is circling a baby blue Cadillac. A
    SALESMAN follows on his heels.
                             SALESMAN
               She's a beauty.
                              BB
                       (looking at Salesman)
               Who?

                                SALESMAN
               What?
                             BB
               Who's the beauty?
                                SALESMAN
               The car.
                             BB
               I thought maybe you saw some chick
               walking by. I lost my concentration.
               Why do they call cars 'she'? They
               never say 'he'... always 'she.'
    The Salesman shrugs his shoulders.      BB walks around the
    Cadillac.
                             BB
               Very nice... very nice.

                                                      CUT TO:

2   EXT. NEIGHBORHOOD - LINE OF ROW HOUSES - DAY                     2
    We hear YELLING.

3   INT. ROW HOUSE - DAY                                             3
    NORA, a rather plain, but attractive woman in her early
    30's, is yelling up the stairs.
                             NORA
               You're a sick man! Sick! Do ya
               hear me?! Do ya hear me?!
                                                      (CONTINUED)

                                                            2.
3   CONTINUED:                                              3
    Peeking around the bannister from the second floor is
    ERNEST TILLEY, also in his 30's, handsome in a boyish
    way.
                            TILLEY
              Who's sick?
                            NORA
              Who do ya think I'm screaming at?
              How many of you are there up there?
              There's only you, and you're a sick
              human being.
                            TILLEY
                     (quietly, coming
                      down a few steps)
              Where's my white on white shirt?
              The nice one, you know.
                            NORA
              It's like yelling through a wall
              to you. I'm carrying on about
              what a disgusting human being you
              are, and all you want to know is
              where your white on white shirt is.
                            TILLEY
              Yes, the one with the permanent
              stays.
                                                  CUT TO:

4   EXT. CADILLAC DEALERSHIP - DAY                               4
    BB is now sitting in a cubicle in the office with the
    Salesman, going over the contract on the car.
                            BB
              Now don't try to hustle me here
              ... you know what I mean. I hate
              being hustled. Give me an honest
              price, not one of your 'special'
              deals... give me an honest price.
              Do I make myself clear?
                            SALESMAN
              Now, how much are you willing to
              pay?
                            BB
              There ya go... there ya go...
              you're doing it... you're doing
              one of those hustle numbers.
                                                  (CONTINUED)

                                                             3.
4   CONTINUED:                                               4
                            SALESMAN
              I'm just trying to get an idea
              how much you're willing to pay.
                            BB
              Four dollars... I want to pay four
              dollars a month.
                            SALESMAN
              That's not an honest answer.
                            BB
              What do ya want to hear? That I'd
              love to pay three hundred and fifty
              a month... is that what you want to
              hear? Tell me how much you want me
              to pay and I'll tell you how much
              I'll pay, but don't do a hustle on
              me... I don't like that. How much
              do I want to pay? I'd like to pay
              nothing!
                                                   CUT TO:

5   EXT. TILLEY'S HOUSE - DAY                                     5
    Tilley's leaving the house with his tie undone around
    his white on white shirt. He carries his sports jacket,
    and Nora is standing at the door yelling at him.
                            NORA
              You're being unreasonable.     You
              don't even want to listen.
                            TILLEY
              I don't know what I did... I got
              no idea. If it's my fault, I'm
              sorry... I'm sorry. I can do no
              better than that. A full
              unconditional apology.
    Tilley walks down the steps of the house and goes to his
    car -- a Cadillac. He gets inside, STARTS the ENGINE and
    pulls away. Nora remains on the porch watching the car
    ... one lonely figure in a neighborhood of hundreds of
    duplicate houses.
                                                   CUT TO:

6   EXT. CADILLAC DEALERSHIP - DAY                                6
    BB and the Salesman are coming out of the office.
                                                   (CONTINUED)

                                                            4.
6   CONTINUED:                                              6
                            SALESMAN
              If you even have the smallest
              problem, call me personally and
              I'll just shoot you straight into
              the service department.
                            BB
              And I get a loaner if the car's
              got to stay?
                            SALESMAN
              As we discussed, you get a car if
              the car has to be kept overnight.
                            BB
              I get a loaner?
    The Salesman nods.
                                                  CUT TO:

7   INT. TILLEY'S CAR - DAY                                      7
    He drives along, mumbling to himself.
                            TILLEY
              She's gonna drive me to my grave...
              I'm headed to my grave... the
              woman's driving me insane... it's
              not supposed to happen this way.
    He starts moving his head -- stretching his neck from
    right to left.
                            TILLEY
              It's not even eleven o'clock
              and my neck is stiffening up.
    He juts his jaw out.
                            TILLEY
              My neck's tight... it's tight.
                                                  CUT TO:

8   EXT. CADILLAC DEALERSHIP - DAY                               8
    BB gets into the shiny, baby-blue Cadillac, puts it in
    reverse and starts to back out of the car lot.

                                                             5.
9    INT. TILLEY'S CAR - DAY                                      9
     Tilley is doing neck exercises, rolling his head from
     left to right as he drives. He sees a red light ahead
     and starts to slow down, continuing to roll his head.

10   EXT. BB'S CADILLAC - DAY                                10
     BB sees the light is red and starts to back into the
     street.

11   INT. TILLEY'S CAR - DAY                                      11
     Tilley rolls his head back as he slows to 15 miles an
     hour.


12   EXT. BB'S CADILLAC - DAY                                12
     BB backs into the street thinking that Tilley's car is
     going to stop.

13   INT. TILLEY'S CAR - DAY                                      13
     Tilley is still rolling his head.
                                                   CUT TO:

14   EXT. STREET - DAY                                       14
     Tilley's Cadillac and BB's Cadillac CRASH into one
     another. The entire right rear of BB's shiny, baby-blue
     Cadillac is smashed. Both men are shocked and momen-
     tarily confused. After a beat, both Tilley and BB bolt
     from their cars. Tilley looks at his buckled hood. BB
     races up to Tilley's face.
                             BB
               Are you a lunatic? Can't you see
               I'm trying to back out of this
               lot? There's a red light, you
               shoulda stopped.
                             TILLEY
               Me? What are you, crazy? You
               just want to back into the middle
               of the street like that. A man's
               just driving along and you back
               into the middle of the street.
               What kind of driving is that?
               What kind of driving?
                                                   (CONTINUED)

                                                               6.
14   CONTINUED                                                      14
                               BB
                 There's a red light, I'm making
                 a space for myself... that's
                 what I'm doing, in order to get
                 into the street... that's
                 something ya do!
                               TILLEY
                 You came out of nowhere... you
                 bolted out of no place... bolted
                 out of nowhere.
                               BB
                 Bolted! At six miles an hour I'm
                 bolting into the street! You
                 schmuck! You schmuck!
     He moves toward Tilley.
                               TILLEY
                 Back away from me, do ya hear me?
                 Back away from me.
                              BB
                 Back away? You want me to back
                 away? I'll back away.
     He turns to walk away from Tilley, walks and then turns
     back and kicks in the headlight of Tilley's car.
                               TILLEY
                 You're a fucking lunatic!
     He goes for BB, jumps him and they both fall on to the
     trunk of BB's car. People have started to gather and
     immediately jump in and pull BB and Tilley apart.

                               BB
                 You're a madman! Smashes into
                 me, attacks me... the man is
                 crazy!
     People continue to pull them apart.
                               MAN #1
                 Come on now, calm down, calm down.
     He holds BB's arms. Another MAN grabs for Tilley and
     tries to pull him off BB.
                               MAN #2
                 Take it easy... take it easy...
                                                     (CONTINUED)

                                                              7.
14   CONTINUED:   (2)                                              14
                              TILLEY
                       (to people watching)
               Get  this guy! Will ya get this
               guy?   Backs in front of me, and
               then  kicks my headlight in...
               and  I'm crazy. You lunatic!
     Tilley makes another jump for BB.    Again, people try
     pulling them apart.
                             BB
               You're going to prison. Death!
               Death! They're going to give
               you death!

     BB looks at his brand new Cadillac with the smashed-in
     side.
                             BB
               Car only has one sixteenth of a
               mile, and I've been hit.
     He turns back and looks at Tilley.
                             BB
               I'm gonna get even with you,
               you son of a bitch... I'm gonna
               get even with you. This is no
               ordinary traffic accident.
                             TILLEY
               You want to drive a Cadillac,
               learn how to drive. You want
               to get even with somebody? You
               picked the wrong person to get
               even with. Nobody backs into
               traffic, smashes my car and
               says they want to get even.
               I'm gonna get even!
                                                  CUT TO:

15   INT. DINER - DAY                                              15
     Seated at a booth are three aluminum siding salesmen
     having their late morning breakfast. SAM PICKLES, a
     heavyset man in his 50's, delicately butters his toast,
     and is shaking his head sadly.
                             SAM
               Did ya see 'Bonanza' last night?
               Can you tell me why Ben Cartwright
               had a colored guy stay over?
                                                  (CONTINUED)

                                                             8.
15   CONTINUED:                                              15
     GIL, who is pouring half a pound of sugar into his coffee,
     looks up.
                             GIL
               Ben Cartwright had a colored guy
               stay overnight at the Ponderosa?
     MOUSE, who is picking his teeth with a matchbook, squints
     at Sam with an investigative look.
                             MOUSE
               Did he know this guy personally?
                             SAM
               No... he was just passing through,
               asked if he could stay over, and
               Ben Cartwright said 'sure thing.'
               It doesn't make any sense... he
               invites a strange colored guy in...
               invited him in to stay. Is that
               crazy or what? If a colored guy
               came to my door and said 'can I
               stay the night,' I'd tell him
               'get the fuck out of here'! It's
               nothing personal, mind you.
                             MOUSE
               You're not a bigot, is that what
               you're telling us?
                              SAM
               Me?   No, I'm not a bigot.
                             GIL
               If you're not, how come you're
               making such a big thing out of it?

                             SAM
               It's the fact the Ben Cartwright's
               on the Ponderosa... he's in the
               middle of nowhere. It's not like
               he's living on Reisterstown Road
               with houses all around... we're
               talking about the West here. It's
               the idea that a strange guy comes
               to the door in the middle of the
               West. It doesn't make sense,
               that's all I'm saying.
                             MOUSE
               Come on... you're a bigot, that's
               what you are.
                                                   (CONTINUED)

                                                             9.
15   CONTINUED:   (2)                                             15
                             SAM
               Listen, I'll sell tin to anybody
               ... I don't care who he is. A
               mark's a mark, whether he's
               Chinese, Indian or from Mars...
               I'm thoroughly integrated. Makes
               no difference to me... I just
               wouldn't have one of those guys
               sleep in my house.
                                                   CUT TO:

16   EXT. DINER PARKING LOT - DAY                                 16

     Tilley gets out of his car and enters the diner.

17   INT. DINER - DAY                                             17
     He starts walking to the booth where the other tin men
     are. On his way he yells over to the waitress.
                             TILLEY
               Florence, eggs and the toast,
               the way I like it.
     FLORENCE, who doesn't have too much energy, calls back
     to Tilley.
                                FLORENCE
               Not too gooey.     Coffee right
               away.
     She trails the last word. Sam is still talking about
     his problem with "Bonanza."

                             SAM
               I just don't believe that 'Bonanza'
               is an accurate description of the
               West. I say no more.
     Tilley slips into the booth next to Sam.    He indicates
     for Sam to give him more room.
                             TILLEY
               Come on, give me a couple of more
               inches.
                             SAM
               You want me to take my plate...
               I'll eat in the parking lot.
                                                   (CONTINUED)

                                                             10.
17   CONTINUED:                                              17
                             TILLEY
               Come on, Sam, I'm having a terrible
               morning. You're not going to
               believe this, some guy just crashed
               into me... right in the middle of
               the street... then he attacks me.
               One of the loonies.
                              SAM
                      (biting into his
                       toast)
               Did ya live?
                             MOUSE
               Did you get his name?

                             TILLEY
               Yeah, I got his name. The police
               came... God, I can't believe it...
               the guy's an idiot.
     He pulls a piece of paper from his pocket.
                             TILLEY
               Yeah, here it is... some Polish
               name... Babowski... Bill Babowski
               ... fucking son of a bitch.
                             GIL
               I know the guy... they call him
               BB.
                             TILLEY
               You know the son of a bitch?
                             GIL
               Yeah, he works with Bagel.
                             TILLEY
               He sells aluminum siding? I
               don't believe it... of all the
               people that could run into me, it
               has to be a fucking tin man. How
               come I don't know him?
                             GIL
               You musta seen him. He hangs
               out with Carly Benelli, Cheese
               ... you know, that group.
                             TILLEY
               I don't know the guy.
                                                   (CONTINUED)

                                                             11.
17   CONTINUED:   (2)                                              17
                             GIL
               Don't you remember, he was up at
               the Corral one night when we were
               there... he's a good dancer. You
               must have seen him.
                             TILLEY
               I don't know the guy.
                             SAM
               Gil, he doesn't know the guy.
                             GIL
               I thought he knew him, Sam... I
               can't believe he doesn't know
               him.
                             SAM
               He seems to be indicating that
               he doesn't know him.
                             TILLEY
               I don't know the guy!
                             GIL
               He's a good dancer.
                             TILLEY
               What do you want me to do, date
               him? What do I give a shit if
               he's a good dancer?
                             GIL
               I thought you saw him. I was
               amazed, he does a Marengay... I
               tell you if I was a girl I'd be
               impressed.
                             SAM
               You're not a girl and you're
               impressed!
     Florence comes over and puts down some coffee in front
     of Tilley.
                              TILLEY
               Is it fresh?
                             FLORENCE
               Yes, it's fresh!
                             TILLEY
               Just asking, Florence.
                                                   (CONTINUED)

                                                               12.
17   CONTINUED:   (3)                                                17
     Florence starts to walk away.
                             FLORENCE
               You're always just asking.
     Gil still talking about BB.
                             GIL
               I'm telling you, you just can't
               believe how well this guy does
               the Marengay.
                             MOUSE
               I can't wait to see it.

                              TILLEY
               I'll  tell you one thing,    when I
               get a  hold of this guy,    I'll
               break  both his legs and    then he
               won't  dance the Marengay    too
               good.
                                                     CUT TO:

18   EXT. INDUSTRIAL PARK IN A RUN-DOWN AREA OF TOWN - DAY18
     We see BB pulling up to a building in his banged-up,
     brand new Cadillac. There are three or four nice
     Cadillacs parked outside of the run-down building.
                                                     CUT TO:

19   INT. OFFICE - DAY                                         19

     The office is filled with second-hand furniture, mis-
     matched desks and a conglomeration of styles. In one
     corner of the room there are two or three GIRLS working
     the telephones -- canvassing -- talking to people on the
     phone to see if they're interested in a demonstration on
     the benefits of aluminum siding. They all speak in a
     very congenial tone of voice.
                             GIRL #1
               Good morning, I represent the
               Superior Aluminum Siding Company.
               We will have a representative
               in your neighborhood today.
               Would you be interested in seeing
               the benefits of our aluminum
               product?
                             (MORE)
                                                     (CONTINUED)

                                                              13.
19   CONTINUED:                                               19
                             GIRL #1 (CONT'D)
                      (beat)
               Yes... well, we do aluminum siding
               which improves the appearance of
               your house, and improves the
               insulation...
     CAMERA MOVES TO ANOTHER GIRL.
                             GIRL #2
               ... Which improves the appearance
               of your house, and improves the
               insulation...
     CAMERA MOVES TO GIRL #3.

                             GIRL #3
               ... Superior Aluminum Siding
               Company. We will have a
               representative...
     CAMERA MOVES TO another corner of the room where we see
     4 "tin men" salesmen sitting around one of the desks
     playing cards. MOE is beginning to tell a joke. He is
     a man in his 50's.
                             MOE
               So the guy goes to the doctor for
               a physical... they do all those
               tests, all that stuff, blah, blah,
               blah...
     BB enters the scene and goes over and gets himself a cup
     of coffee.
                               MOE
               ...   Doctor says 'when we get all
               the   information back, we'll give
               you   a call.' Leaves the doctor.
               One   day the telephone rings...
               the   guy goes and picks it up.
                                CHEESE
               The guy?
                              MOE
                      (immediately
                        aggravated)
               The guy!
                             CHEESE
               Not the doctor?
                                                    (CONTINUED)

                                                                14.
19   CONTINUED:   (2)                                                 19
                             MOE
               That's right, the guy picks    it up.
               He gets a phone call... it's    the
               doctor on the line. Doctor     says
               'I've got some bad news and    some
               worse news.'
     BB join the tin men to listen to Moe's joke.
                                MOE
               Guy    says 'Well, let me hear the
               bad    news first.' 'The bad news
               is,    you've got twenty-four hours
               to    live.' The guy says 'What's
               the    worse news?' Doctor says
               'I    forgot to call you yesterday.'
     They all laugh. LOONEY, a thin guy who twitches and
     blinks a lot, stands up.
                             LOONEY
               It's good... I like it.
                             CHEESE
               I never heard bad news and worse
               news... smart joke.
                             LOONEY
               Yeah... I like it.
                             CARLY
               It's dumb, but good.
     BB, who is not laughing, stands behind Cheese who throws
     50 cents into the card game.

                             CHEESE
               Up it fifty cents.
                              LOONEY
               I call... I call. I'm in on this
               one... I call.
                             MOE
               We get it, you're calling.
                                CARLY
               I'm not sure.
                                BB
               Stay with him.
                                CARLY
               I don't know.
                                                      (CONTINUED)

                                                               15.
19   CONTINUED:   (3)                                                19
                              CHEESE
               Carly, get out of the hand...
               I'm holding serious cards. Very
               serious cards.
                                 BB
               He's bluffing.
                             CHEESE
               If I'm lying, I'm dying.
                                 CARLY
               I'm out.
                                 BB
               Ballsy move.
     Moe throws his hand in, too.
                              MOE
                      (to BB)
               Did you get the new Cadillac?
                               BB
               Yeah.    It's already been hit.
                                 MOE
               What?
                                 BB
               Didn't have it     five minutes,
               backing out of     the place, and a
               guy comes out     of nowhere and
               bangs into my     car.
                             LOONEY
               So, what ya got?
     Cheese throws his hand down.
                                 CHEESE
               Pair of sixes.
                                 LOONEY
               Jacks.     Win.
                               CARLY
               Shit!    Pair of sixes.
                             MOE
                      (about car)
               How much damage?
                             BB
               I bet it's six hundred bucks.
                                                     (CONTINUED)

                                                            16.
19   CONTINUED:   (4)                                             19
                             LOONEY
               Six hundred bucks? I'd get rid
               of the car. That much damage
               it won't be any good. You may
               have dented the frame.
                             BB
               I didn't dent the frame.
                             LOONEY
               When you hit the frame, the car
               doesn't ride right.
                             BB
               He didn't hit the frame! I'll
               tell you this, I'm gonna get the
               son of a bitch. If he would
               have apologized or something,
               but this guy gets out, tries to
               push me around.
                             CHEESE
               You're kidding me?
                             BB
               Yeah... the guy's totally off
               the wall.
     He takes a sip of his coffee.
                              BB
               I'm gonna get him... just for
               the fun of it.
                                                  CUT TO:


20   EXT. LOWER/MIDDLE CLASS NEIGHBORHOOD - DAY                   20
     BB's Cadillac moves through the neighborhood, and we see
     homes that all look to be about 30 to 40 years old.
                                                  CUT TO:

21   INT. BB'S CADILLAC - DAY                               21
     Moe is with BB in the Cadillac.   BB is driving.   Moe is
     looking through some papers.
                                                  (CONTINUED)

                                                             17.
21   CONTINUED:                                              21
                             MOE
               Now, let me see... we gotta be
               at the Hickey house at four.
                      (he looks at
                       his watch)
               It's about three-twenty now...
               we've got some time on our hands.
               You want to get some coffee?
                             BB
               No, I'm up to here with the
               coffee.
     He indicates his throat.

                             MOE
               They got any good pool halls
               around here?
                             BB
               I don't know.
                      (beat)
               You know what would be fun to do..?
               Let's try the Life Magazine
               routine.
                              MOE
                       (smiles)
               Yeah.
                                                   CUT TO:

22   EXT. WOODEN FRAMED HOUSE - DAY                                22
     Slightly run-down.   We're looking THROUGH the LENS of a
     35mm camera.
                             BB (O.S.)
               You know, I think we've got to
               come over about two feet.
     The SCREEN SHAKES as BB moves the camera.
                                                   CUT TO:

23   INT. WOODEN FRAMED HOUSE - DAY                                23
     A HOUSEWIFE is looking through the curtains, suspiciously.
     CAMERA MOVES TOWARDS the window and we see Moe and BB
     moving the 35mm camera around on a tripod. We can
     faintly hear their talk.
                                                   (CONTINUED)

                                                             18.
23   CONTINUED:                                              23
                              BB
               I think this  is a better position...
               the light is  hitting it, which is
               accentuating  the effect we're
               going for.   It's very good...
               very good.
                             MOE
                      (in a creative pose)
               This shows the flaws in the
               structure...
                                                   CUT TO:


24   EXT. WOODEN FRAMED HOUSE - DAY                                24
     BB and Moe at the camera and tripod.
                             BB
                      (under his breath,
                       to Moe)
               She's at the window.
                               MOE
               Yeah.
                              BB
                      (in a loud voice)
               This is going to be terrific in
               Life Magazine.
                      (even louder)
               Terrific in Life Magazine!
                      (under his breath)
               Come on outside, honey.

                             MOE
                      (in loud voice)
               This should be our single biggest
               issue of Life Magazine.
     We see the Housewife coming out of her front door.
                               BB
                        (quietly)
               Bingo!
     The Housewife approaches BB and Moe suspiciously.
                              HOUSEWIFE
               Excuse me.   What are you doing?
                                                   (CONTINUED)

                                                             19.
24   CONTINUED:                                              24
                             MOE
               Oh, I hope we're not disturbing
               you, ma'am. We're with Life
               Magazine... we'll be out of here
               in just a minute.
                             BB
                      (still looking through
                       camera; to Moe)
               Move the tripod another foot...
               another foot.
     Moe moves the tripod.
                             HOUSEWIFE
               What do you mean, Life Magazine?
                             BB
                      (looking up
                       from camera)
               Two minutes, ma'am, and we'll be
               out of here. We just need the
               picture for Life Magazine, and
               we'll be out of here.
                                HOUSEWIFE
               Life Magazine?     I don't understand.
                             BB
               It's very simple. Ya know, we're
               doing this layout about the
               benefits of aluminum siding -- a
               'before' and 'after' kind of
               presentation.
                             HOUSEWIFE
               A 'before' picture?
                             MOE
               So they see your house, and another
               one done with aluminum siding...
               the other house looking so much
               more beautiful.
                             HOUSEWIFE
               In Life Magazine?
                             MOE
               It's a special issue on home
               improvements and ways to beautify
               your home.
                                                   (CONTINUED)

                                                             20.
24   CONTINUED:   (2)                                              24
                             BB
               A wonderful issue... it's one of
               the finest pictorial things we've
               done here at Life... the ways you
               can improve your house.
                      (he adjusts the
                       camera)
               We're gonna be out of here in no
               time, ma'am.
                             MOE
               It's gonna look very good, BB.
                             HOUSEWIFE
               My house is going to be the 'before'?
               Can't mine be like the 'after'?
                             BB
               No, no... we've got a house that
               looked like yours and it's been
               done in aluminum... it's very
               nice.
                             MOE
               Yeah... really shows the contrast
               of what a house can look like.
                             HOUSEWIFE
               What does it cost?
                             BB
               What? The aluminum siding? Oh...
               I don't know the figures offhand.
               Do you have any idea, Moe?
                             MOE
               I think it's fairly reasonable.
                             HOUSEWIFE
               Could my house be the 'after' in
               Life Magazine and you get another
               house for the 'before.'
                             BB
               You mean have your house as the
               'after' and find another house
               that looks like your house for
               the 'before'?
                             HOUSEWIFE
               Is it possible?
                                                   (CONTINUED)

                                                            21.
24   CONTINUED:   (3)                                             24
                             BB
               What do ya think, Moe?     Would
               that be ethical?
                             MOE
               Well, we didn't sign any agreement
               with the 'after' house. We'd have
               to move very quickly, ma'am... you
               know what I mean?
                             BB
               You'd have to work out an
               arrangement with an aluminum
               siding company and they'd have
               to do the job very quickly for
               us to make our deadline...
               we've got a deadline, that's the
               problem.
                              HOUSEWIFE
               How quickly?
                              MOE
               BB, what do you think? Can we
               slide the deadline, or what? Six
               or seven days?
                             BB
               Pressing it. Do you think we
               could manage it, Moe?
                             MOE
               It's pushing it, BB.
                      (to Housewife)
               What time would your husband be
               home, 'cos he'd have to go over
               the figures with the salesman...
               that's if there's a salesman
               available this evening.
                             HOUSEWIFE
               He'll be home at seven.
                             BB
               We might be able to work it.
                             HOUSEWIFE
               That would be wonderful.
                                                  CUT TO:

                                                           22.
25   INT. WOODEN FRAMED HOUSE - NIGHT                            25
     BB and Moe are sitting on a sofa sipping coffee, looking
     as if they were members of the family. The Housewife and
     her HUSBAND are sitting across the dining room table from
     Carly. Carly is going  through papers, adding up figures.
                             CARLY
               Okay... we've got a total of
               thirty-seven hundred dollars.
                             HUSBAND
               Thirty-seven hundred dollars?
                             HOUSEWIFE
               Honey, we're gonna be in Life
               Magazine.


     ANGLE ON MOE AND BB ON SOFA
                             BB
                      (to Moe)
               Moe, did you call  the office
               and make sure we  can hold up the
               issue until this  job is completed?
               This house really  could be a
               showcase.
                             HUSBAND
               Thirty-seven hundred dollars!
                              CARLY
               I tell you what... I've got
               an idea. Do you mind my guys
               working on a Saturday? 'Cos if
               my crew can work on Saturday
               next, that'll free my guys up
               on Monday. Yeah, that'll really
               help me out on another job.
               Anyway, if we can do that, I
               think I'll be able to knock off
               three hundred and fifty dollars
               from the job. You see, I've
               got an overlapping situation on
               Monday... I don't want to go
               into it. What do ya think?
               We got a deal?
                               HUSBAND
               Yep.
                                                 CUT TO:

                                                            23.
26   INT. HOUSE #1 - MONTAGE - ANGLE ON LOONEY                    26
                             LOONEY
               What are the benefits of
               aluminum siding? One: you
               never have to paint.
                                                  CUT TO:

27   INT. HOUSE #2 - MONTAGE - ANGLE ON CHEESE                    27
                             CHEESE
               ... You have much greater
               insulation.
                                                  CUT TO:


28   INT. HOUSE #3 - MONTAGE - ANGLE ON MOUSE                     28
                             MOUSE
               ... It cuts down on your heating
               bills...
                                                  CUT TO:

29   INT. HOUSE #4 - MONTAGE - ANGLE ON GIL                       29
                             GIL
               So what we've got is efficiency
               and the beautification of your
               home.
                                                  CUT TO:


30   INT. HOUSE - NIGHT                                           30
     Tilley is packing up his sample case. A middle-aged
     HUSBAND and wife sit on a couch across from him.
                             HUSBAND #2
               No, I'm sorry, Mr. Tilley, I
               just can't afford it.
                             TILLEY
               We haven't even got to discussing
               terms. There are so many friendly
               financial arrangements that would
               hardly be a bite into your weekly
               salary.
                                                  (CONTINUED)

                                                              24.
30   CONTINUED:                                               30
                             HUSBAND #2
               No... not this time.
                             TILLEY
               Well, as I said, you can always
               reach me... you've got my card,
               and when the time comes, let's
               talk.
     The Husband and wife stand to show Tilley to the door.
                             TILLEY
               Hey, give my best to your little
               son... wonderful kid there. What's
               his name again, Ronnie?

                               HUSBAND #2
               Randy.
                               TILLEY
               Randy, right.    Well, good night.
                                                    CUT TO:

31   INT. CADILLAC - NIGHT                                          31
     Sam is singing to the RADIO. Tilley opens the back door
     and throws his sample case inside. He gets in the
     driver's seat and slams the car door angrily.
                             TILLEY
               I thought I had 'em... I was this
               close.
     He demonstrates with his fingers.

                             SAM
               The amount of time you spent there,
               I thought you were ready to send
               for me to close it up.
                               TILLEY
               Damn!    I thought I had 'em.
     Tilley STARTS the CAR and pulls out.
                                                    CUT TO:

32   INT. PIMLICO HOTEL - BAR/RESTAURANT - NIGHT              32
     This is a piano bar with an intimate restaurant at one
     end. The PIANIST is playing "The Girl From Ipanema."
                                                    (CONTINUED)

                                                             25.
32   CONTINUED:                                              32
                             PIANIST
               'Tall and tan and young and lovely,
               the girl from Ipanema goes walking,
               and when she passes each one she
               passes goes... "Ah!"'
     The last word of the verse -- "Ah" -- has great emphasis
     put on it and is lengthened considerably. The people
     sitting around the piano all join the pianist and say
     "Ah" in unison. CAMERA MOVES OVER TO a table where Mouse,
     Sam, Tilley, Gil and a few other tin men set. WING, the
     head of Gibraltar Aluminum, a tall, strong, imposing
     figure, holds court. The table is filled with papers,
     folders, etc., as if Wing's office desk had been trans-
     ported to the bar. He's reviewing a paper from a job
     that Mouse has done.
                             WING
               Forty-six hundred dollars. This
               looks like a sound deal. They
               own their own house... we won't
               have any problem getting the
               financing for them. Real good,
               Mouse.
     He picks up his check book ledger and writes out a check.
                             WING
                      (writing)
               So, that's one thousand, one
               hundred and thirty-eight dollars.
     Finishes writing check and hands it to Mouse.
                             MOUSE
               Thanks, boss. Pleasure doing
               business with ya.
     Mouse takes the check and pockets it.   Wing turns to
     Tilley and Sam.
                             WING
               Now, what's your guys' story?
                             TILLEY
               Nothing again... came up short.
               Let me get a little advance...
               three hundred, just to carry me
               for a bit.
                             WING
               Tilley, I'm already carrying you
               for, what is it -- twenty-three
               hundred? Something like that?
                                                   (CONTINUED)

                                                              26.
32   CONTINUED:   (2)                                               32
                             TILLEY
               No problem... just in a little
               slump here.
                             WING
               Don't try to go walking on me.
                             TILLEY
               What do you mean, walking? You
               think I'm gonna work somewhere
               else... you've been very good
               to me... very honorable.
                             SAM
               He's always said that about you,
               Wing. Always said that about you...
               he has.
                             WING
               I'll give you hundred and fifty.
                             TILLEY
               Wing, I need a bit more than that...
               I got expenses.
                             WING
               What's wrong with your wife?   She
               doesn't work?
                             TILLEY
               Yeah, but how much is she gonna
               make working at the Social Security
               office?
     Wing writes out a check and gives it to Tilley.

                             TILLEY
               Come on, Wing, can't you do better
               than this... a man in my position
               in terms of this firm... I dunno...
                             WING
               All right, I'll give you two
               hundred.
     Wing changes amount of check and hands it to Tilley.
                             MOUSE
                      (yelling to
                       cocktail waitress)
               Honey, can you get me some
               Marlboros and a 7 and 7?
                                                    (CONTINUED)

                                                            27.
32   CONTINUED:   (3)                                             32
                             SAM
               And some scotch, straight up.
     Tilley pockets the check.
                             WING
               Now listen, guys, we got a problem
               here.
                             SAM
                      (to Mouse)
               Did she hear me say scotch
               straight up?
                             WING
               My sources tell me this Home
               Improvement Commission is for real...
               it's no jackpot. These guys are
               going to be a real pain in the ass,
               so any of the scams that you guys
               are pulling, they get wind of it,
               they take your license and it's
               goodbye to this business.
                             MOUSE
               They take away your license? They
               take away your livelihood? What
               kind of people are these?
                             SAM
               They have no respect for the
               working man.
                             TILLEY
               Which scams are they talking about?
               They got a list?

                             WING
               Any irregularities, you know,
               selling a house on the pretense
               that it's a model house and
               every job sold in the area they
               get a kickback... the Life
               Magazine hustle... you guys know
               all the bullshit numbers we can
               run.
                              SAM
               Jesus! What a pain in the ass.
               Do you think this commission's
               gonna stick around or is it gone
               with the wind?
                                                  (CONTINUED)

                                                            28.
32   CONTINUED:   (4)                                             32
                             TILLEY
               They take your license?
                                                  CUT TO:

33   EXT. STREET - NIGHT                                          33
     BB's Cadillac moves along the street.
                                                  CUT TO:

34   INT. CADILLAC - NIGHT                                        34

     BB and Moe are in the car driving along.
                             MOE
               I wouldn't mind seeing Africa
               some time.
                             BB
               Not me. I don't want to go
               where they've got snakes.
                             MOE
               They've got snakes?
                             BB
               I've heard they've got snakes
               that'll outrun a horse through
               the grass. They got a snake
               that bites you... you got eleven
               seconds to live. No thank you.
               I don't want to spend my good
               money to visit with that kind
               of jeopardy. I'd like to go to
               a place where... hold it!
     He hits the brakes suddenly.
                               MOE
               What's wrong?
     BB backs his car halfway up the street. He stops in the
     driveway of the Pimlico Hotel parking lot.
                             BB
               The guy who ran into me...
               that's his car.
     He puts the car into park and opens the car door.
                                                  (CONTINUED)

                                                             29.
34   CONTINUED:                                              35
                             BB
               I'll be back, Moe.    I'm gonna
               even the score.
     He gets out of the car, quickly walks over to Tilley's
     Cadillac, and with a swift kick, he kicks the headlight
     that isn't already broken.
                                                   CUT TO:

35   INT. ENTRANCE LOBBY TO PIMLICO HOTEL - NIGHT                  35
     Tilley, Sam, Mouse and Gil are about to leave the hotel.
     They're putting their coats on just inside the closed
     door. Tilley is halfway into his coat.
                             TILLEY
                      (to Mouse)
               Give me eight points I take the
               Knicks over the Lakers for 20.
                             MOUSE
               It's too big a spread.
     We hear the    sound of BREAKING GLASS. Tilley responds to
     the sound.     He looks out of the glass doors and sees BB
     kicking in    the headlight of his car. BB runs back
     towards his    car.
                             TILLEY
               It's that fucking lunatic again.
     He races out of the door of the hotel towards BB's car
     which pulls away and speeds down the street. Several
     of the tin men run after Tilley. He stands in the street
     watching the car disappear.
                             TILLEY
                      (still looking
                       after the car)
               Can you believe this guy?    Is
               he sane or what?
                             MOUSE
               Isn't that something?
                             SAM
               What's he got, a gnat up his ass?
               What the hell's wrong with the
               guy?
                             GIL
               Don't you recognize him from the
               Corral?
                                                   (CONTINUED)

                                                             30.
35   CONTINUED:                                              35
                             TILLEY
               I don't know the guy!
                             GIL
               I'll never forget his Marengay.
                             TILLEY
               I'll tell you something, if Mr.
               Marengay wants to play... we'll
               play.
                                                   CUT TO:

36   EXT. STREET - PROFILE SHOT - NIGHT                            36

     of the porches of one row house on top of another.

37   INT. PORCH OF HOUSE - NIGHT                                   37
     Tilley is letting himself into his house. He goes into
     the kitchen where Nora is sitting, drinking a cup of
     coffee and working on a crossword puzzle. He takes off
     his coat and throws it on a chair.
                             NORA
                      (without looking up
                       from the crossword
                       puzzle)
               Look at you, quarter to three and
               home already. What happened?
               You and the fellas run out of
               things to talk about?
                             TILLEY
               Please! I'm out there working
               myself to the bone, trying to make
               a living.
     He goes over to the refrigerator and gets himself some
     orange juice.
                             NORA
               What's a five letter word for a
               Portuguese overseas province?
                             TILLEY
               Try Macao.
                             NORA
               M-A-C-A-O... that fits.
                                                   (CONTINUED)

                                                             31.
37   CONTINUED:                                              37
                             TILLEY
               What're you doing up so late?
                             NORA
               We're off tomorrow.
     Beat.
                             TILLEY
               I think this place may be a little
               too large for us.
                             NORA
               What are you talking about... this
               match box?

                             TILLEY
               It's got a lot of overhead to it.
               What do you do... spend your time
               in the bedroom and the kitchen,
               that's all. So why do you need a
               living room and a dining room.
     He walks over to the back door and looks out.
                             TILLEY
               Why do ya need a back yard?
                             NORA
               You're not selling anything?
                             TILLEY
               I'm in a slump.
                             NORA
               It happens.

                             TILLEY
               Last year I'm number three top
               seller... year before, right up
               there. I  can't get my momentum
               going this year.
                             NORA
               Well, you will. You always do.
                             TILLEY
                      (beat)
               I'm not sure I like the idea of
               all this overhead breathing down
               my neck. When you have a place
               like this, that's a lot of
               overhead.
                                                   (CONTINUED)

                                                              32.
37   CONTINUED:   (2)                                               37
                             NORA
               What are you talking about? The
               monthly payments on your Cadillac
               are more than this whole house.
               Why don't you get yourself
               something cheaper, like a Chevy?
                             TILLEY
               It doesn't instill confidence in
               my clients. Cadillac means that
               you're dealing with someone of
               importance.
                      (beat)
               I thought I had a couple tonight...
               they just slipped away... slipped
               away.
                      (beat)
               I'm gonna take a bath -- my neck's
               been tight since this morning.
                             NORA
               I'll turn out the lights.
     Nora gets up and puts the cups in the sink -- gives a
     big sigh.
                                                   CUT TO:

38   INT. TILLEY'S HOUSE - BATHROOM - NIGHT                         38
     Tilley is in the tub, lathering himself.   Nora enters
     and sits on the side of the tub.
                             NORA
               You know, Tilley, we hardly ever
               do things together.
                             TILLEY
               Like what?
                             NORA
               Do things together that are
               enjoyable.
                             TILLEY
               What would we do together for
               it to be enjoyable?
                             NORA
               If we went on a picnic... it
               would be fun.
                                                   (CONTINUED)

                                                            33.
38   CONTINUED:                                             38
                             TILLEY
               I don't understand a picnic...
               we just go some place... we put
               a thing on the ground, and we
               eat.
                             NORA
               Yes... it's nice to do that.
                             TILLEY
               Why? I don't get it. It's better
               sitting at home and watching TV.
                             NORA
               I think there's something nice
               about a picnic... it's fun.
                             TILLEY
               What's fun about it? Ants get
               into the food... there's bees.
               I don't get it. We have to drive,
               it takes maybe an hour to get
               there, then you sit in grass and
               eat. Why is that fun?
                             NORA
               I just thought it might be nice
               to do something together, that's
               all... thought it might be fun.
                             TILLEY
               It doesn't sound like fun to me...
               you take the stuff you've got here
               in the house, you take it someplace
               to eat it. It's just as much fun
               eating in front of the TV, and
               we do that together, don't we? No
               ants and no bees... much more
               comfortable.
                             NORA
               It's not the same thing.
                             TILLEY
               Scrub my back, will ya, Nora.
     Nora picks up the back brush, puts soap on it and starts
     scrubbing Tilley's back.
                                                  (CONTINUED)

                                                             34.
38   CONTINUED:   (2)                                              38
                              TILLEY
               Not too hard!
                      (beat)
               Don't get me wrong, I'm willing
               to do anything with you. I'm
               just a little stymied by a
               picnic. If you want to go, send
               me a postcard.
     Nora drops the brush in the tub and walks out of the
     bathroom.
                             TILLEY
               What did I say?

                                                   CUT TO:

39   EXT. INDUSTRIAL PARK - DAY                                    39
     We see Tilley's Cadillac cruising the streets, obviously
     looking for someone.
                                                   CUT TO:

40   INT. TILLEY'S CADILLAC - DAY                                  40
     Tilley is driving with Gil in the passenger seat.
                             GIL
               I think you make a left here.
     Tilley turns the car.
                             GIL
               Yeah... there it is... that's the
               place... Superior Aluminum...
               that's it over there.
     As Tilley pulls up we see BB's car parked outside of the
     building.
                             TILLEY
               Okay, Mr. Marengay... here I come.
     He reaches into the backseat of the car and takes out a
     crowbar.
                             GIL
               Hey, Tilley, don't go too wild...
                                                   (CONTINUED)

                                                            35.
40   CONTINUED:                                             40
                             TILLEY
               I'll show the son of a bitch.
     He gets out of the car, crosses to BB's Cadillac, and
     smashes in the windshield and all of the windows of the
     car.
                             TILLEY
                      (as he smashes,
                       wildly)
               He'll get a lot of air... won't
               be too stuffy in this car when I'm
               finished.
                              GIL
                      (calling from Tilley's
                        Cadillac)
               Quick, Tilley... let's get out
               of here.
     Tilley runs back to his car and drives away.
                                                  CUT TO:

41   INT. SUPERIOR ALUMINUM SIDING OFFICE - TIGHT SHOT - DAY      41
     Of a map of a 15 block area of Baltimore. Colored pins
     are in place indicating various homes that have been
     provided with aluminum siding. Another pin goes into
     place.
                             BAGEL (O.S.)
               That was a good sale, Double B.
               Just got a call on a loan...
               we're in business.

                                                  CUT TO:

     ANOTHER ANGLE
     We see BAGEL. He's a little guy with a black Fedora and
     baggy pants held up with suspenders. BB stands with him.
                             BAGEL
               This whole section has been very
               fertile for us.
                                                  CUT TO:
                                                  (CONTINUED)

                                                             36.
41   CONTINUED:                                              41
     ANOTHER ANGLE
     Moe, Looney and Carly are talking to STANLEY FRANKS, a
     young guy in his early 20's. He is dressed in the "Ivy
     League" look of the times.
                             MOE
                      (to Stanley)
               Sure you wanna get into the tin
               game?
                             STANLEY
               Money's good, I understand.
                             LOONEY
               Lot of crazy people you're gonna
               run into when you're knocking on
               those doors. Hermits that don't
               see the outside world, Jehovah's
               Witnesses that try and sell you
               the Bible at the same time you're
               trying to sell them tin. People
               that are just lonely and want to
               have conversations.
                             CARLY
               Every time you step in that door,
               you've got to be fast on your feet.
                              STANLEY
               Interesting.
                              MOE
                       (quizzing Stanley)
               What's the best way to qualify
               a mark?

                              STANLEY
               What?
                             MOE
               How do you know if you can get the
               upper hand? How do you know if
               you're dealing with a guy who's in
               an inferior position to you, or
               superior position? How do you
               know?
     Moe puts Stanley on the defensive.
                             STANLEY
               You just have to talk and feel
               your way.
                                                   (CONTINUED)

                                                              37.
41   CONTINUED:   (2)                                               41
                             MOE
               Quick way... get a book of
               matches out of your pocket to
               light your cigarette... you drop
               the matches on the floor.
                               STANLEY
                        (looks puzzled)
               Yeah.
                             MOE
               Guy bends down to pick up the
               matches for you, you got a mark...
               you got this guy in your pocket.
               If he looks to you to pick it up,
               you've got a long, hard, tough
               sell on your hands.
     BB walks over to the guys, having just poured himself
     some coffee.
                             BB
               You want to get in good with these
               people... you want to win their
               confidence? Good thing to try...
               get a five dollar bill, take it
               out when the guy's not looking,
               drop it on the ground. Guy looks
               back, pick it up, hand it to him
               and say, 'Mr. Blah blah, you
               musta dropped this five dollar
               bill on the ground.' Two things
               happen... he says, 'It's not
               mine,' you say, 'Musta been, 'cos
               it's certainly not mine,' or the
               guy takes it. Right away this
               guy is thinking you must be one
               hell of a nice guy... you're in.
               You start chipping away... you
               start getting inside those people.
     Stanley is quite taken by their information.   BB puts
     his cup down and grabs his coat.
                             BB
               Come on, Moe, let's split.
                             LOONEY
                      (to Stanley)
               Yeah, we'd better go, too. Come
               on, Stanley.
                      (to Carly who is
                       hanging behind)
               Me and Stanley. It's like a first
               date.
                                               CUT TO:

                                                                38.
42   EXT. SUPERIOR ALUMINUM SIDING BUILDING - DAY                     42
     BB and Moe approach BB's Cadillac. He sees that all the
     windows have been smashed in. Moe looks to BB. Looney
     walks up from behind.
                             LOONEY
               What? You got a special bargain
               when you bought this car? They
               come cheaper without windows?
     BB reaches into the car and picks up a handful of broken
     glass. He tosses it up and down in his hands.
                             BB
               This guy's looking to play tit
               for tat. That's not my game.
               I'm gonna play hardball.
     BB throws the glass down on the ground.
                             STANLEY
                      (to Looney, quietly)
               What's going on?
     Looney just nods for them to go, and they start to walk
     over to Looney's Cadillac.
                                BB
               I'm gonna find    out everything
               about this son    of a bitch, and
               then I'm gonna    find the one thing
               that cuts him    to the quick.
                             MOE
               Let's go inside... make some
               calls.

     BB nods and they start back inside.
                                                      CUT TO:

43   INT. POOL HALL - TIGHT SHOT                                      43
     of a pool ball ricocheting off an eight ball. The eight
     ball drops into the pocket. Tilley throws down his pool
     stick. We  see his partner is Mouse. Gil sits in a chair
     against a wall.
                             TILLEY
               Damn it! Damn it! I can't believe
               it... I can't believe I did that.
                                                      (CONTINUED)

                                                             39.
43   CONTINUED:                                              43
                             MOUSE
               Well, then, believe it. There's
               no sense not to believe it,
               because you did it... so believe
               it. That's twenty more... you
               owe me sixty.
                             TILLEY
               You think I can't add?
     He goes to rack to re-set. Mouse     goes over and puts a
     nickel in the juke box. A RECORD     slips into position,
     and Harry Belafonte's "Banana Boat    Song" begins. Mouse,
     in unison with the record, sings,    and is totally caught
     up in the song.

                             MOUSE
               'Dayo!... da, da, da, da, day.
               Daylight come and he wanna go
               home...'
     He sings very loudly, especially on the chorus.
                             GIL
                      (facetiously)
               Oh, this is going to be good.
                              MOUSE
               'Dayo!... da, da, da, da, da, da,
               da.'
                      (he hits his pool cue
                        on the ground for
                        emphasis)
               'Daylight come and he wanna go
               home...'

                                                   CUT TO:

44   INT. ROOM OFF MAIN POOL HALL                                  44
     Sam is going through some papers on a desk, and comes
     across an IRS letter addressed to Tilley. He notices
     that it hasn't been opened. He looks at the postdate
     mark -- it's five weeks old, dated January 3, 1963.
                               SAM
               Jesus Christ!
     We can hear the "BANANA BOAT SONG" through the door, with
     MOUSE SCREECHING along with it. Sam takes the letter and
     goes through the door to the pool hall.

                                                             40.
45   INT. POOL HALL                                                45
     He approaches Tilley who's just finished racking the
     balls.
                              SAM
               Tilley.
     He nods for Tilley to go over to him. They start to
     walk together through the darkened areas of the Pool
     Hall.
                             SAM
               Found this on your desk while I
               was going over some papers.
     He hands the letter to Tilley.

                             TILLEY
               From the IRS. I never even
               remember seeing it. I must have
               left it with my other bills. I
               wonder what it is?
                             SAM
               Maybe it's a refund check.
     Tilley opens the envelope and looks at the document.
                             TILLEY
               Hum... says here that they haven't
               received my 1962 taxes. They seem
               to be saying that they didn't
               get my check for four thousand
               dollars.
                            SAM
               What? It must be a clerical
               error.
                             TILLEY
               I can't believe they spend all
               that time and energy to write to
               me... to single me out.
                             SAM
               What are you talking about?   You
               didn't pay your taxes?
                             TILLEY
               I probably forgot... people
               forget their taxes all the time...
               just slipped my mind... I got so
               many things on my mind.
                             (MORE)
                                                   (CONTINUED)

                                                             41.
45   CONTINUED:                                              45
                             TILLEY (CONT'D)
               I figured they could wait a few
               years... it's not like they need
               my money to build a bomber. You
               think they're waiting for my money
               before they dig a new road? Are
               they all sitting there saying,
               'Well, it's time we went to see
               that guy on Pimlico Road... can't
               run this government without his
               four thousand dollars.'
                      (beat)
               I figured they'd give me a little
               leeway. I'm going to pay them...
               I know I've got a debt... I just
               need a little leeway.
                             SAM
               You can't mess around with the
               government. Why don't you go to
               H & R Block, they'll take care
               of your taxes for you.
                             TILLEY
               You think I'm gonna let some
               schmuck know all my business...
               have some guy pull me over the
               coals for spending on this and
               that. I need some privacy.
                             SAM
               Taxes is serious stuff, Tilley.
                             TILLEY
               I can just see that schmuck in
               that little tax shop telling
               people my business... how much
               I make... how much I spend...
               no way!
                             SAM
               All I can say, is you better get
               a lawyer or somebody to look into
               this, 'cos the IRS, they don't
               fuck around.
                             TILLEY
               Just what I need in my life right
               now... I'm in a slump and I've
               got the IRS on me. Like when
               something goes wrong, it's like...
     He throws his arms up in the air in exasperation.
                                                   CUT TO:

                                                                 42.
46   EXT. NORA AND TILLEY'S HOUSE - DAY                                46
     We see Nora leaving her house,  walking down the    steps
     and getting into her car. She   STARTS the ENGINE    and
     pulls away.  CAMERA HOLDS for  a moment, and then    INTO
     FRAME comes Moe's car with BB  sitting shotgun.     They
     follow Nora.
                                                   CUT TO:

47   INT. SMALL NEIGHBORHOOD SUPERMARKET - DAY                         47
     Nora enters. Ten seconds later, BB enters. He pulls a
     shopping cart from the stall, and follows Nora.


     ANGLE ON MOE
     as he walks up to the front of the supermarket and looks
     through the window.

     ANGLE ON FROZEN FOOD SECTION
     Nora is stopped with her cart and is deciding on vege-
     tables. BB has a pile of frozen dinners in his arms.
                             BB
                      (to Nora)
               Are these any good do ya know?
               These TV dinners?
                             NORA
               I don't think they're too good
               for you, not a lot of 'em anyway.
     She continues to choose her frozen foods.     BB continues
     talking to her.
                               BB
               My wife died.
                             NORA
                      (looking up)
               Oh, I'm sorry to hear that.
                             BB
               I'm over it now, but it was a
               very trying time... very trying...
               I've only just started eating
               again.
                                                   (CONTINUED)

                                                             43.
47   CONTINUED:                                              47
                             NORA
               You know what would be a lot more
               healthy and satisfying is to get
               yourself a chicken... just pop it
               in the oven for a couple of hours
               with a little bit of seasoning on
               it. Makes a good meal, and you
               can make sandwiches with the
               leftovers.
                             BB
               But then you have to sit and watch
               it cook. Something seems sad about
               a man sitting alone in a house and
               watching a chicken cook.

                                                   CUT TO:

48   EXT. SUPERMARKET - DAY                                        48
     Moe is looking through the window of the supermarket.
     From his POV we see BB and Nora. BB says something and
     Nora laughs. Then Nora says something and BB laughs,
     holding her arm.
                             MOE
               He's an amazing sort... he's got
               the gift.
                                                   CUT TO:

49   EXT. STREET - ACROSS FROM SUPERMARKET - DAY             49
     A man sits behind the wheel of a plain-looking Ford.
     Stanley, the new tin man, pulls up in his car behind
     him, gets out and walks to the other man's car. He
     kneels down and talks to the driver of the car. There
     seems to be a serious exchange but with the sound of
     TRAFFIC and the cars passing THROUGH FRAME, we're un-
     able to hear what is taking place. Stanley nods, taps
     the side of the car, car drives off. Stanley goes back
     to his car and drives off.
                                                   CUT TO:

50   INT. MODEST HOUSE - DAY                                       50
     Tilley is selling to a MAN and his WIFE. The Man wears
     a seersucker suit and a bow tie -- he is a mousie little
     man, and his Wife is the female equivalent.
                                                   (CONTINUED)

                                                             44.
50   CONTINUED:                                              50
                             MAN
               Thank you, Mr. Tilley. I can't
               believe it... this is the most
               generous thing anyone's ever done
               ... Swell! Like a gift from
               heaven.
                             WIFE
               The Lord has certainly blessed
               us this evening.
                              TILLEY
               Well, what can I say... I'm a
               modest person... I just do what
               I can to help.

                               MAN
               Thanks again.
     He opens the door for Tilley and Tilley walks out.
                                                   CUT TO:

51   EXT. MODEST HOUSE - DAY                                 51
     As the door closes behind Tilley, he goes to where
     Sam's car is parked and gets in the passenger seat.
                             SAM
               So, what's the scoop?
                               TILLEY
               We got 'em!
     He's very excited.

                             SAM
               You're kidding?
                             TILLEY
               Take a look at this, Sam.
     Tilley shows him the written contract. Written across
     the front of the contract in big, bold, black letters
     are the words: "THIS JOB IS FREE." Sam looks at Tilley.
                             SAM
               Are you fucking crazy? You
               just gave them forty-two hundred
               dollars in aluminum siding free?!
                                                   (CONTINUED)

                                                               45.
51   CONTINUED:                                                51
                             TILLEY
                      (smiles)
               This is the best scam I've ever
               thought of in my whole life.
     He kisses his hands with wild smacking sounds.     He's
     ecstatic.
                              TILLEY
               It's in my blood... I'm brilliant
               ... I'm fucking brilliant... this
               is such a brilliant scam... I'm
               beside myself.
                             SAM
               What are you talking about?
                             TILLEY
               Here it is... you go back in the
               house and this is what you say...
                                                   CUT TO:

52   INT. MODEST HOUSE - TIGHT SHOT ON SAM - DAY               52
                             SAM
               Mr. Tilley is crazy... he had a
               nervous breakdown.
     WIDEN to include Man and Wife from before.
                              MAN
               What's that?
                             SAM
               He's been under a lot of pressure
               recently... he snapped... he had
               a nervous breakdown... it's the
               saddest thing I've ever seen.
               Let's be honest about it, nobody
               gives away forty-two hundred
               dollars' worth of aluminum siding
               free.
                             MAN
               I thought it was very generous,
               but sometimes the Lord moves in
               mysterious ways.
                                                   (CONTINUED)

                                                             46.
52   CONTINUED:                                              52
                             SAM
               Let me tell you something, when I
               go and see his boss and show him
               this contract, he's out of this
               business... he'll lose his home
               ... his wife and kids will be
               thrown out onto the street. He'll
               probably spend some time in an
               institution, so God knows what
               will happen to his wife and kids.
               Anyway, it's not your problem.
                             MAN
               Why do they have to be thrown out
               onto the street?

                             SAM
               You don't expect his boss to pick
               up the forty-two hundred job, do
               ya?
                             MAN
               Hmm.
                             SAM
               Yeah, it's a bad state of affairs.
                      (beat)
               Let me ask you something, sir.
                             MAN
               Yes?
                             SAM
               You don't think there's some way
               you could work with me to try
               and resolve this, do you?

                             MAN
               How so?
                             SAM
               Let's look at it this way, what
               if I can sell you this job at a
               wholesale price... kind of lessens
               the burden. The big boss won't get
               so angry, and maybe won't throw the
               guy's wife and kids out... at least
               they'll have a roof over their
               heads.
                             MAN
               What kind of wholesale price are
               we talking about?
                                                   (CONTINUED)

                                                             47.
52   CONTINUED:   (2)                                              52
                             SAM
               You got a cup of coffee?
                             WIFE
               I'll get you a coffee... won't be
               a minute.
                             SAM
               Let's just sit down and kick this
               around.
     The Wife goes into the kitchen.
                             SAM
                      (calling to Wife)
               No hurry, ma'am.
     The Man turns to sit down, and as he does so, Sam throws
     a $5 bill on the ground.
                             SAM
               What you doing throwing your
               money around?
     He bends to pick up the $5 note.
                                MAN
               What's that?
                             SAM
               I found a five-dollar bill, here
               by the side of the chair.
                                                   CUT TO:
53   INT. CORRAL CLUB - NIGHT                                53

     The place is crowded... jumping with activity. A local
     band is playing on a tiny stage. BB's on the floor
     dancing with a girl. He's doing some good moves, and
     it's obvious that he's a real crowd pleaser. Sitting
     at the bar are Looney, Stanley and Carly.
                             CARLY
               The buzzard had a great gimmick.
               You know, when it came time to
               measure a job, he'd cut the
               yardstick and reglue it together
               ... he took out seven inches so
               his square footage would always
               be higher. That way he'd always
               make a few extra bucks on the job.
                                                   (CONTINUED)

                                                             48.
53   CONTINUED:                                              53
     Stanley laughs and looks at Carly.
                             STANLEY
               You're kidding?
                             CARLY
               Yeah... he'd always put his
               hand over the break when he was
               measuring. Nobody looks at a
               yardstick to see how long it is.
                             LOONEY
                      (laughs)
               I never did that... I never did
               that... I was never very good in
               arts and crafts. I  could never
               make the ruler come out right.
     The song ends.

     ANGLE ON BB
     He pats his dancing partner on her rear, she walks back
     to her table, and BB walks over to where Moe is sitting.
     BB picks up his beer can, holds it up to Moe as if he's
     going to make a toast.
                             BB
               Here's to Nora.
     Moe smiles, picks up his can, they tap their cans, and
     both take a swig of their beers.

     ANGLE ON BAR

     Stanley is really enjoying the stories Carly and Looney
     are telling.
                             STANLEY
               What else? Give me another story
               ... these stories are great!
                             LOONEY
               Just a minute... I've got one.
               You know it's like the faster you
               can start spiking a job, the guy
               can't back out of the deal.
                             (MORE)
                                                   (CONTINUED)

                                                             49.
53   CONTINUED:   (2)                                              53
                             LOONEY (CONT'D)
               Shoe had some customers that he
               thought was fragile on coming for
               the buy. He'd say to the guy
               'here let me show you how bad a
               shape your house is in,' and he'd
               rip off a piece of wood, maybe
               fifteen feet wide. The guy's
               house looks like shit so it makes
               it hard for him to back out of
               the deal when half the side of
               his house is missing. The Shoe's
               a fucking wonder.
                                                   CUT TO:


54   INT. SAM'S CAR - NIGHT                                        54
     Sam is driving and Tilley is rubbing his hands together
     with excitement.
                             TILLEY
               Fantastic, Sam! A twenty-seven
               hundred sale! 'This job is free'!
               What a beaut! I'm out of the
               slump! Tilley's riding high again
               ... Tilley's back! We ought to
               go and celebrate. Let's go to
               the Corral and have a drink...
               we can turn the paperwork in a
               little later.
                             SAM
               Gil says that's where 'Marengay'
               hangs out.

                              TILLEY
               Gil keeps saying it... I've never
               seen him.
                       (laughing and hit-
                        ting the dashboard)
               I'm riding high... twenty-seven
               hundred dollars... 'this job is
               free'... the man went insane...
               lost control of himself... his
               wife and children are out on the
               street!
                       (he laughs)
               Sometimes I'm brilliant... I'm
               fucking brilliant... I can't
               believe it.
                                                   CUT TO:

                                                            50.
55   INT. CORRAL CLUB - ANGLE ON MOE AND BB - NIGHT               55
     They're looking at the girls, sizing them up.
                             BB
                      (pointing to a
                       girl)
               See that one, if you were married
               to that one two weeks you'd have
               to put your head out of the window
               for air... this one smothers.
                      (looking over to
                       another girl)
               That one is the kind that can't
               live without you...
                      (whiney voice)
               ... 'Where were you? When will
               you be home?'
                             MOE
               I should get out of here. I told
               my wife I'd be home early tonight.
                               BB
               Christ!    It's not even one o'clock
               yet.
                      (beat)
               How long you been married now?
               What is it? Twelve... twelve
               years?
                               MOE
               Sixteen.
                             BB
               Holy God! Sixteen years? What
               do you think? Is it worth it?

                               MOE
               Yeah.
                             BB
               Why do you think?
                             MOE
               It's hard to answer.
                      (beat)
               Seems better than if she wasn't
               there.
                              BB
               Quite a recommendation... can't
               wait to do it.
     He laughs.
                                                  (CONTINUED)

                                                             51.
55   CONTINUED:                                              55
     ANGLE ON DOOR
     Tilley and Sam come through the door and walk over to
     the bar.
                             TILLEY
                      (to Sam)
               Scotch straight up?
                             SAM
               Yeah.
                             TILLEY
                      (to barman)
               Scotch straight up and a rum
               and Coke for me.
     He looks around the room at the women.
                             TILLEY
               Looks like there's good action
               here tonight.
                             SAM
               What do you expect, it's half
               price night for divorced women.
               The place is hopping.

     ANGLE ON BB AND MOE
                             BB
               Look how much more complicated
               things are now. There used to
               be a time you met a girl, you
               courted and then you got married
               and lived happily ever after.
               Now, see that one over there...
                      (he points to
                       girl at a table)
               ... that's Helen Armstrong...
               maiden name used to be Tudor.
               Get this, she dated Charlie
               Rider when I was in high school,
               seemed like they were together
               forever. They broke up, she
               started to go with Lenny
               Mardigian, they got married,
               she's Helen Mardigian. That
               goes on two years... three years,
               something like that.
                             (MORE)
                                                   (CONTINUED)

                                                             52.
55   CONTINUED:   (2)                                              55
                             BB (CONT'D)
               They divorce, dates Billy Small
               for a couple of years, lives with
               John Isaacs for a year, marries
               Tommy Selnini... that marriage
               goes in the toilet, but fast.
               Now she's dating Charlie Rider
               who was divorced by Evelyn Chartoff
               who used to be Evelyn Gage before
               that.
                      (beat; he looks at
                       Moe and laughs)
               So much for relationships.


     ANGLE ON SAM AND TILLEY AT BAR
                             SAM
               I'm beginning to believe in God.
                             TILLEY
               You were never one of those
               atheists, were you?
                             SAM
               No, I'm not saying that, but I'm
               beginning to give God more thought.
                             TILLEY
               So, what did you do? Have some
               kind of religious experience?
                             SAM
               I tell ya... I took my wife for
               lunch yesterday... we went and
               had some smorgasbord, and it
               kind of happened.
                             TILLEY
               You found God at the smorgasbord?
                              SAM
               Yeah.
                             TILLEY
               Sam, people have religious
               experiences like on a lake or
               when they go up into the mountains,
               that kind of thing.
                             SAM
               Maybe... but I had mine in a
               smorgasbord.
                                                   (CONTINUED)

                                                             53.
55   CONTINUED:   (3)                                              55
                             TILLEY
                      (laughs)
               Sam, you're too much.
                             SAM
               I went to get myself a salad
               and I started to see all these
               vegetables, you know how they
               have all those salads laid out
               so that when it's time to get to
               the main course you won't eat too
               much... that scam to get you
               filled up so you don't eat too
               much chicken and beef and all
               that other stuff.

                             TILLEY
               Yeah, yeah... I get the point.
               So?
                             SAM
               So I see celery, I see the lettuce,
               tomatoes, cauliflower... and I
               think, all these things come out
               of the ground... they just grow
               out of the ground. They had corn
               -- out of the ground... radish --
               out of the ground. You say to
               yourself, how can all these things
               come out of the ground? You know
               what I'm talking about? All these
               things are out of the ground.
                               TILLEY
                        (not understanding)
               Yeah.

                              SAM
               I mean, how can that be? It just
               happened that way? And I'm not
               even getting into the fruits...
               I'm just dealing with vegetables
               right now. With all those things
               coming out of the earth, there
               must be a God.
                             TILLEY
                      (looking at Sam)
               I'm not getting the same religious
               effect that came over you. I
               don't know why, but I don't feel
               like running to a church to pray
               right this second.
                                                   (CONTINUED)

                                                             54.
55   CONTINUED:   (4)                                              55
                             SAM
               You gotta admit, it's amazing.
                             TILLEY
               Yeah, yeah...
                      (he turns away
                       and looks across
                       the room)
               I don't believe it. See the guy
               over there?
     He looks in the direction of BB.
                             TILLEY
               That's the son of a bitch who
               crsahed into my car.
     Sam looks over to BB.

     ANGLE ON BB AND MOE
     BB's looking through the crowd and sees Tilley.
                             BB
               I don't believe it!    Mr. Banana
               Head is here.
                             MOE
               What?
                              BB
               That crazy guy that banged into
               my car and smashed my windows in.
               I don't fucking believe it! I'm
               gonna get him.


     ANGLE ON TILLEY
                             TILLEY
               I'm gonna get him!
     Both BB and Tilley weave their way through the crowd to
     get to one another. In the confusion of all the people,
     they both go right past one another and then look around
     for one another. They see that they're in the opposite
     direction, and end up going towards one another again.
     Moe and Sam wander over to their guys.
                                                   (CONTINUED)

                                                            55.
55   CONTINUED:   (5)                                             55
                              BB
               You got a lot of nerve banging
               into my car, and you've got a
               lot of fucking nerve smashing
               my windows in.
                             TILLEY
               What're you talking about?     Why
               would I want to break your
               windows?
                             BB
               You didn't smash my windows in?
                             TILLEY
               I'm a hard-working guy... I
               don't go around breaking windows.
               I've got better things to do.
                             BB
               You didn't break my windows?!
               You didn't break my windows?!
     He pushes Tilley.
                             TILLEY
               Push me one more time and I'm
               gonna have to redefine your face.
     BB pushes him.     Tilley starts to go for BB and they
     scuffle about.     Moe and Sam try to pull the guys apart.

     ANGLE ON LOONEY AND CARLY
     They move through the crowd to BB and Moe. The band
     keeps playing. Moe and Sam, with the help of Looney
     and Carly, pull Tilley and BB apart.
                             BB
               Come on, let's go outside... let's
               settle this in the parking lot.
                             TILLEY
               Oh, no! You're not gonna get
               near my car... you're not gonna
               kick in my headlights again...
                      (beat)
               ... What am I talking about? I
               didn't even drive tonight. You
               wanna duke it? Let's go.
     They both head out the door. The other tin men follow,
     and others who have been paying attention to this alter-
     cation, also follow.
                                                CUT TO:

                                                            56.
56   EXT. PARKING LOT - NIGHT                               56
     Tilley and BB   come out of the club and start to look for
     a place in the   lot where there's some room to fight. The
     crowd eagerly   follows right on the heels of BB and Tilley.
     BB and Tilley   both take off their sports jackets.
                             BB
                      (seeing the people
                       gathering around)
               What is this? What is this crowd
               here? We're charging admission?
                             TILLEY
               Back away... give me some elbow
               room.

     BB and Tilley both take up  fighting stances and circle
     one another looking to take  a shot. A police car pulls
     into the lot. The sound of   the tires on the gravel
     catches Moe's attention and  he sees it's the police.
                              MOE
                       (quietly to BB
                        and Tilley)
               Police!
     Tilley and BB immediately drop their guards and lean
     against a car. One cop gets out of the police car and
     heads into the club, the other cop stays behind in the
     car. No one knows quite what to do since the policeman
     is so nearby.
                               TILLEY
                       (casually leaning
                        against the car;
                        to BB)
               You're a lucky man... the police
               showed.
                             BB
               We'll see who's the lucky one.
     He picks up his coat and leaves with Moe.
                                                  CUT TO:

57   INT. SOCIAL SECURITY OFFICE - TIGHT SHOT OF LARGE CAKE       57
     with lit candles on it.    The cake reads "FAREWELL ADA."

     ANGLE ON CAKE
     as it passes row upon row of SECRETARIES typing in the
     Social Security office.
                                                (CONTINUED)

                                                            57.
57   CONTINUED:                                             57
     All of a sudden everything goes black, the typewriters
     stop and all we can see are the lit candles. We hear
     a huge chorus from all of the Secretaries in the
     Social Security office:
                             SECRETARIES (O.S.)
               Surprise!!!
     Lights go on again, and we see a group of GIRLS gathered
     around the cake placed on one of the desks. At the
     center of the group is ADA, in her late twenties, and
     very pregnant.
                             ADA
               I never expected this.   What a
               lovely cake.
                             GIRL #1
               Blow out the candles then.
     Ada blows out the candles, missing a couple, and getting
     help from one of the other Girls.
                             GIRL #2
               Nine candles for nine months!
     Everyone laughs.
                             GIRL #3
               We'll miss you, Ada... you'd
               better bring that baby in to
               visit us.
                             GIRL #1
               Register him for his social
               security number.

     A couple of girls hand around glasses of Coca-Cola. Nora
     stands in the midst of the girls, pleased for Ada. She
     yells out.
                             NORA
               I love ya, Ada, and if you're
               smart you won't come back.
     The cake is being passed out, and people are talking --
     it has become somewhat of a party atmosphere. Nora turns
     to her friend, NELLIE.
                             NORA
               I've just decided... I'm going
               out with him.
                                                  (CONTINUED)

                                                             58.
57   CONTINUED:   (2)                                              57
                             NELLIE
               You're kidding?
                             NORA
               I have to. I just want to know
               what it's like to be with someone
               else.
     She sips her Coke.
                              NORA
               Because if what I've got with
               Tilley is as good as it gets, I
               just...
                       (she shrugs her
                        shoulders)
               ... I gotta know.
                             NELLIE
               Well, how are you going to manage
               it?
                             NORA
               Tilley doesn't get home until at
               least two in the morning.
                             NELLIE
               I hope you know what you're doing
               ... you speak to some guy at the
               frozen food section for five
               minutes, you could jeopardize
               your whole marriage.
                             NORA
               Everything I've done in my life
               has been safe and practical, and
               where's that gotten me?
                      (she lifts her paper
                       cup)
               Well, here's to who knows what.
     They touch their cups.
                                                   CUT TO:

58   INT. BB'S APARTMENT - LIVING ROOM                             58
     This is a two-story  apartment in a renovated building.
     It has high ceilings  and exposed brick. It is sparsely-
     furnished, but what  there is is decent-looking. We see
     Nora and BB dancing  closely in the shadows of the dark-
     ened room.
                                                   (CONTINUED)

                                                            59.
58   CONTINUED:                                             58
     A Frank Sinatra record is playing on the RECORD PLAYER
     in the b.g. -- it is "IN THE WEE SMALL HOURS OF THE
     MORNING." A bottle of wine is on the coffee table.
     The remains of Chinese food in containers are alongside.
                             NORA
               I'm still nervous.
                             BB
               Well, I guess that's to be expected.
               You want me to take you home?
                             NORA
               No, not right now.

     They dance quietly for a moment.
                             BB
               Every time I listen to Sinatra, I
               always remember when I used to
               work in Atlantic City back in the
               late 40's... you know, a busboy
               job... Sinatra used to play at the
               500 Club, and we used to take our
               dates and say, 'Hey, you wanna
               go and hear Sinatra?' Then we'd
               just lean on the door of the club
               in the alley and listen to the
               music. I think the girls were
               looking for something a bit more
               uptown.
     Nora laughs.
                             NORA
               I'd go with you and lean against
               the door.
     They dance for a bit and look at one another. He leans
     toward her, holds her tight and kisses her. Then the
     RECORD STICKS on the words "that's the time"... "that's
     the time"... "that's the time"... BB slips off one of his
     loafers, while still embracing Nora, kicks it so that it
     hits the side of the record table. The RECORD SLIPS
     a little and continues to play correctly.
                             NORA
                      (she looks at BB)
               You've got a pretty good aim.
                             BB
               I sure do.
                                                  CUT TO:

                                                             60.
59   INT. BB'S APARTMENT - BEDROOM - NIGHT                         59
     Nora is sleeping in the bed, BB slips a robe on, looks
     at her and then goes down the stairs to the living room.
     He takes a piece of paper out of his jacket pocket on
     the back of a chair, and dials a number on the telephone.
                                                   CUT TO:

60   INT. PIMLICO HOTEL - BAR - NIGHT                              60
     TELEPHONE RINGS at the bar, the BARMAN picks it up.
                             BARMAN
                      (into phone)
               Yeah, he's here... just a minute.

     The Barman calls over to Tilley who we see sitting at a
     table with some of the other tin men.
                             BARMAN
               Hey, Tilley, somebody wants ya on
               the phone.
     Tilley gets up from the table and goes over to the phone.
                             TILLEY
               Yeah, this is Tilley...
                                                   CUT TO:

61   INT. BB'S APARTMENT - BEDROOM                                 61
     BB on phone.
                             BB
               Hey, asshole... here's the
               ultimate 'fuck you'... I just
               poked your wife!
                                                   CUT TO:

62   INT. PIMLICO HOTEL - BAR                                62
     Tilley on phone.
                             TILLEY
               What are you talking about?
                                                   CUT TO:

                                                                     61.
63   INT. BB'S APARTMENT - BEDROOM                                         63
     BB on phone.
                             BB
               She's in my bed right now with a
               big smile on her face.
                                                      CUT TO:

64   INT. PIMLICO HOTEL - BAR                                        64
     Tilley on phone.
                             TILLEY
               Well, that's just fine by me...
               she's a pain in the ass... an
               albatross around my neck. You're
               welcome to her... keep her... and
               may you both rot in hell!
     Tilley slams the phone down.
                                                      CUT TO:

65   INT. LIVING ROOM                                                      65
     BB puts the phone down -- looks puzzled.
                                BB
               Is this    a setup? That son of a
               bitch...    I bet he set me up... I
               thought    I got him, and he got me.
               That son    of a bitch!
                                                      CUT TO:


66   EXT. STREET - NIGHT                                                   66
     Tilley pulls up in his car in front of his house.          He
     runs up the front steps.

67   INT. TILLEY'S HOUSE                                                   67
     He opens the door, flips on the lights and looks around.
     He races upstairs and starts rifling through the closet
     and drawers, pulling out Nora's clothes -- her dresses,
     skirts, blouses, and coats -- and he opens the window
     wide and throws them out. He screams as he tosses
     underwear and the rest of her clothes.
                                                      (CONTINUED)

                                                           62.
67   CONTINUED:                                            67
                             TILLEY
               I'm a free man! I'm a free man!
     He grabs Nora's shoes and throws them out onto the
     street. Then he goes into the bathroom and piles all of
     her toiletries in his arms, tosses them into a trash can.
     Takes a suitcase from a shelf in the bedroom, opens it,
     throws in the trash can. He clears out her underwear
     drawers and empties them into the suitcase, closes the
     suitcase and then throws that out of the window. He's
     out of breath, exhausted and sweating. He goes down-
     stairs into the kitchen to get himself a drink. He
     sees a pair of Nora's slippers under the kitchen table,
     he picks them up, opens the back door and tosses them
     outside. Locks the door. He stands there as if a
     motor is running inside of him. Walks out of the
     kitchen.

68   EXT. TILLEY'S HOUSE                                          68
     He exits the house, gets into his car and drives away.
                                                 CUT TO:

69   INT. TILLEY'S CAR - NIGHT                                    69
     Tilley is driving.    The same Sinatra record "IN THE WEE
     SMALL HOURS OF THE   MORNING" is playing on the car RADIO.
     Tilley does his now   familiar neck exercises to relieve
     tension. He's hard    to read... a mixture of happiness
     and sadness.
                                                 CUT TO:


70   EXT. DINER - NIGHT                                           70
     THROUGH the window of the diner we see Tilley sitting
     alone at a table drinking a cup of coffee. The Sinatra
     record "IN THE WEE SMALL HOURS OF THE MORNING" plays
     over this.
                                                 CUT TO:

71   EXT. STREET - NIGHT                                          71
     Nora is getting out of her car in front of her house.
     She starts to walk toward the house and stops as she
     sees her clothing, shoes, etc. scattered all over the
     lawn. She tries to take in the scene -- coats are lying
     on hedges, underwear on the flower beds... she's shocked.
                                                 (CONTINUED)

                                                             63.
71   CONTINUED:                                              71
                             NORA
                      (quietly)
               Oh, my God!
     She just stands there and tears run down her face.

     LONG WIDE SHOT
     of Nora's BACK TO the CAMERA, with all her possessions
     strewn over the front garden of her house.
                                                  CUT TO:


72   EXT. BB'S FRONT DOOR - NIGHT                                  72
     Nora is standing at the door with her suitcase in hand.
     BB is at the door.
                             NORA
               He must have gone crazy... I
               don't know what happened to him...
               he must have found out I was with
               you... I don't know... I don't know
               what to do.
     She starts to cry.   She goes to hug BB.
                             NORA
               Can I stay with you for a day or
               two?
     BB puts his arms around Nora.
                              BB
               Sure.
                                                  CUT TO:

73   INT. POOL HALL - LONG SHOT - DAY                              73
     of a nearly empty pool hall. One guy plays alone in
     the far corner of the room. Tilley comes down the
     stairs of the pool hall and starts to walk toward the
     back rooms -- CAMERA FOLLOWS him. He opens the door
     and goes through.

74   INT. GIBRALTAR ALUMINUM SIDING COMPANY                        74
     CAMERA CONTINUES TO FOLLOW him INTO the offices of
     Gibraltar Aluminum Siding Company.
                                                  (CONTINUED)

                                                             64.
74   CONTINUED:                                              74
     We PASS BY THREE GIRLS on telephones -- they are solicit-
     ing jobs for the salesmen. CAMERA GOES FROM one Girl TO
     the other.
                             GIRL #1
               Hello, this is Gibraltar Aluminum
               Siding Company, we're taking a
               survey...
                             GIRL #2
               ... Would you be interested in
               our field representative giving you
               a home demonstration?
                             GIRL #3
               ... Home demonstration. We will
               have some factory representatives
               in your area today as it happens.
     A voice calls out.
                               VOICE (O.S.)
               Tilley!    Let me see you.
     Tilley walks over to the coffee machine.
                             TILLEY
               Wing, give me a minute to get
               a cup of coffee here.
     Tilley passes Sam on the way to the coffee machine. Sam
     is looking through the sports page of the newspaper,
     along with Mouse and Gil.
                             SAM
               What about 'Super Highway' in the
               seventh... it's paying 7 to 1.
               Ran well in its last race.
     Gil looking at the newspaper.
                             GIL
               'Super Highway'...
                             TILLEY
               Four in the fourth... twenty bucks.
                               SAM
               Who's that?
                             TILLEY
               I don't know... it just came to
               me -- number four in the fourth.
                                                   (CONTINUED)

                                                             65.
74   CONTINUED:    (2)                                             74
                             SAM
                      (looking at Tilley)
               Number four in the fourth -- 'Rider's
               Revenge' -- 60 to 1, never been in
               the money. Nice pick, Tilley.
               Why don't you just throw the
               twenty dollars in the trash can
               right now.
                             TILLEY
               'Rider's Revenge'... I like that
               name. I've gotta go and see Wing.
                      (a little pissed off)
               Look, we can be scientific from
               now to doomsday, but we gotta be
               gutsy and go for the big one.
     Tilley goes through the door into Wing's office.

75   INT. WING'S OFFICE                                            75
     His office    is equally messy and thrown together as
     everything    else in the Gibraltar offices. As Tilley
     closes the    door, his coffee, which is filled to the top
     of his cup,    spills over the top and starts to burn his
     hand.
                                TILLEY
               Ah!    Ah!
     He jumps back, and puts his coffee down on a desk, and
     wipes his hand on the back of his jacket.
                             TILLEY
               What's up, Wing?

     Wing is sitting at his desk which is cluttered with
     papers.
                             WING
               You lost a sale, Tilley. The
               Hudsons' loan didn't go through.
                             TILLEY
               What do ya mean? They wouldn't
               clear the loan?
                                                  (CONTINUED)

                                                             66.
75   CONTINUED:                                              75
                             WING
               This Mr. Hudson's some guy. He's
               got three outstanding shoplifting
               charges, failure to pay child
               support from a previous marriage
               ... guy's overdue on his mortgage,
               overdue on his car loan, and he
               was fired from his last job for
               misappropriation of funds.
                             TILLEY
               What's wrong with this world?
               There are sick people out there!
               Thievin' son of a bitch like that
               takes up my time... cuts into
               the amount of hours I have
               available to deal with other
               people interested in my wares!
               There's no fucking sympathy for
               the working man in this country.
                             WING
               They don't make our job easy,
               Tilley.
                             TILLEY
                      (lamenting)
               Wing, it was such a beautiful
               thing... you shoulda seen how I
               worked. Like a magician... 'this
               job is free'! It was my best...
               my best! There's no fucking
               justice in this world... there
               ain't no justice.
     Tilley goes to pick up his coffee off the desk.

                             WING
               Did you see the paper?
                               TILLEY
               What section?
                             WING
               Take a look at this.
     He hands the newspaper to Tilley.
                             TILLEY
                      (reading)
               'Home Improvement Commission...
               Hearings begin today..." Is this
               McCarthyism? What are they gonna
               see? If there are any communists?
                                                   (CONTINUED)

                                                             67.
75   CONTINUED:   (2)                                              75
                             WING
               Just cool down the scams, okay,
               Tilley?
     Tilley shrugs his shoulders.
                                                   CUT TO:

76   INT. CONVERTED TOBACCO WAREHOUSE - DAY                        76
     An area has been set up for hearings to take place. This
     seems to be a temporary headquarters until something sub-
     stantial can be worked out. There are boxes and crates
     all over. There's a long table with a number of commis-
     sioners behind it, and a defense table a little way
     across the room. MICROPHONES are being used, and the
     sound BOOMS -- ECHOING off the walls. A small gallery of
     people are watching the proceedings.

     ANGLE ON JOHN MASTERS
     who is presiding over the hearings. Even though he wears
     a tie and a vest, he is nonetheless very sloppily dressed.
     To his left and right are two other home improvement
     commissioners.
                              MASTERS
               Now,  when you made your initial
               sales  pitch, did you indicate
               that  you would be giving free
               storm  windows with the job?

     ANGLE ON MURRAY BANKS

     A typical aluminum sidings salesman, in his early 40's.
     He leans into the microphone.
                             MURRAY
               Free storm windows?
                             MASTERS
               Yes. That you would provide a
               free set of storm windows with
               the sale of aluminum siding.
                             MURRAY
               No, sir. I wouldn't be able to
               make any money if I was giving
               away storm windows. My cost of a
               storm window is somewhere like...
                                                   (CONTINUED)

                                                             68.
76   CONTINUED:                                              76
                             MASTERS
                      (cutting him off)
               The point being that you had no
               intention of giving away the storm
               windows.

     ANGLE ON BB AND MOE
     Standing by the door at the back of the warehouse.
                             MURRAY (O.S.)
               The storm windows, as I can recall,
               was not an issue. I mentioned
               that I thought the storm windows
               would cut down on their heating
               bill, and that they would obviously
               enhance the look of the house with
               the aluminum siding work we were
               going to do.
                             MASTERS (O.S.)
               So, you weren't dangling a free
               set of storm windows as a come-on
               to selling them the aluminum siding
               job? Because it says here, and
               I'm reading from a statement from
               Mr. Tabaleri...
                              MOE
                      (to BB)
               What do ya make of all this?
                             BB
               It's the future, Moe... it's the
               future.

                             MASTERS (O.S.)
               'It was my understanding that the
               storm windows were included in the
               price of the sale.'
                                                  CUT TO:

77   EXT. TOBACCO WAREHOUSE - DAY                                  77
     Moe and BB are walking away from the warehouse toward
     BB's car... AWAY FROM CAMERA.
                             MOE
               Where do you think they're getting
               this information from?
                                                  (CONTINUED)

                                                             69.
77   CONTINUED:                                              77
                             BB
               I dunno... looks like any tin man
               gets in that hot seat, then he's
               had it.
                             MOE
               Then they can take your license
               forever... it don't seem fair.
     They walk by a Volkswagen "beetle" car that's parked in
     front of BB's Cadillac. BB stops and looks at it.
                             BB
               Boy, I tell ya, I bet you could
               sell a ton of these things.

                              MOE
               That?   Too silly-looking.
     BB looks at the car for a few more seconds, then goes
     to get into his car.
                             BB
               Ever see a dealership?
                              MOE
               No.
                              BB
               Interesting.
     They get in the car and drive off.
                                                   CUT TO:


78   EXT. RACETRACK - ANGLE ON STARTING GATE - DAY                 78
     as it bolts open and the horses charge out.
                                                   CUT TO:

79   INT. TURF CLUB AT RACE TRACK - ANGLE ON SAM AND TILLEY        79
     - DAY
     Sitting at a table. Sam is studying the racing form,
     Tilley is studying the menu.
                                                   (CONTINUED)

                                                            70.
79   CONTINUED:                                             79
                             TILLEY
               I keep racking my brain. I gotta
               find a way to really get even with
               this guy. It isn't enough to
               wreck his car... even breaking
               into his house and messing it up
               or something, that don't have
               enough impact. I mean, the man
               poked my wife! I gotta come up
               with something ingenious...
               something ingenious.
     Sam sees a WAITER approaching and indicates to Tilley to
     get off the subject. Waiter arrives at their table.

                             SAM
                      (to Tilley)
               So, what do ya think?
                             TILLEY
               I think I'll take some meatloaf.
                             WAITER
                      (writes on check)
               Meatloaf.
                             TILLEY
               No, I think I'll have some fish.
               No, no... fish doesn't fill you
               up. Meatloaf.
     He closes the menu.
                             WAITER
               So, it's meatloaf?

                              SAM
                      (to Tilley)
               What do you think, 'Sally's pride'
               in the second?
                      (to Waiter)
               Get me a Bloody Mary.
                             WAITER
                      (to Sam)
               Anything other than the Bloody
               Mary?
                             TILLEY
                      (to Sam)
               What number is Sally's Pride?
                                                  (CONTINUED)

                                                            71.
79   CONTINUED:   (2)                                             79
                              SAM
               Six.
                      (to Waiter)
               No, I don't like to eat until
               the third race.
     Waiter walks off.
                             TILLEY
                      (putting his hand
                       to his forehead)
               Six... six... six... six.
                      (beat)
               I'm thinking one. Whose one?

                              SAM
               Mr. Motor.
                             TILLEY
               Then that's it, I'm going with one.
                             SAM
               Tilley, this is insane. You're
               picking horses because you think
               you're clairvoyant or something.
                              TILLEY
               Sam, I'm  not doing too well by
               checking  the stats, so why not.
               I put my  hand to my forehead, I
               see a one  -- Mr. Motor in the
               second...  twenty bucks.
     They both look toward the track, the horses race to the
     finish line. Number nine streaks across the finish line.

                             SAM
               Hallihan's Daughter.
                             TILLEY
                      (laughing)
               I got it... I got it...
     He picks up the racing form.
                             TILLEY
               Three to one... hundred and
               sixty smackers.
                      (laughs)
               Hand to the forehead! Hand to
               the forehead!
                                                  (CONTINUED)

                                                            72.
79   CONTINUED:   (3)                                             79
                             SAM
               You're not exactly talking about
               a long shot. Mr. Motor, for
               instance, is coming off at
               50 to 1.
     Tilley taps his forehead, with his eyes closed.
                             TILLEY
               Third race, I see a six... I see
               a three. I don't think the
               verdict's in on that one yet.
     Tilley stands up and is going through his money and race
     tickets.

                             TILLEY
               Wing paid a hundred on number five,
               he loses, I got hundred and
               forty... next race I'll lay down
               the bet.
                      (beat)
               What you taking in this   race?
                             SAM
               Thrifty's Delight -- number four --
               20 bucks.
                             TILLEY
               You take Thrifty's Delight -- 20
               bucks, I got 20 on Mr. Motor,
               Wing's got a hundred on Night
               Fire. What's the odds on Night
               Fire?
                                SAM
               Twenty to one.
                              TILLEY
               I don't see Night Fire winning.
               Fuck it, I'm not gonna even
               place the bet... I just made a
               hundred bucks.
                             SAM
               What are you, crazy?   What happens
               if he wins?
                             TILLEY
               He's not gonna win... I feel it.
                                                  (CONTINUED)

                                                               73.
79   CONTINUED:   (4)                                                79
     Tilley heads towards the betting booths.    Wing enters
     near the booths, Tilley yells to him.
                             TILLEY
               Hey, Wing, we're sitting just off
               the left of the entrance. I'm
               gonna lay down your bet right
               now. See you in a minute. You
               lost the first race, in case you
               don't know.
                                                   CUT TO:

80   EXT. STREET - DAY                                         80

     BB's Cadillac is moving along the street.
                                                   CUT TO:
81   INT. BB'S CADILLAC - DAY                                  81
     BB is behind the wheel, Moe is beside him in the
     passenger seat.
                             BB
               I tell you something, she's
               getting on my nerves.
                                MOE
               Who, Nora?
                              BB
               Yeah, yeah... who else is it
               gonna be... 'who, Nora"!...
               who else is there?
                       (beat)
               The whole idea of being with a
               girl on consecutive nights is
               new to me. It's one thing when
               they're with you for a night,
               but when they live with ya, it's
               stretching the point. They got
               a lot of things they bring with
               them... you go to the bathroom
               you see 'things' you never saw
               before.
                             MOE
               So, what's the todo?
                                                   (CONTINUED)

                                                             74.
81   CONTINUED:                                              81
                             BB
               Well, they move your stuff around
               and it's not where it used to
               be... I'm not used to that.
                             MOE
               You mean all this time you've
               never lived with a girl?
                             BB
               What?! Did we just meet? How
               long we been partners? No, I've
               never lived with a girl!
                             MOE
               Boy, oh boy! Did you wake up on
               the wrong side of the bed today?
                             BB
               Yes, I did. I came in  last night,
               she was sleeping on my side of
               the bed. In my life I  never got
               out of bed on the left side...
               in my life, never from the left.
                      (beat; he looks
                       out of the car
                       window)
               I got close once up in the
               Catskills. I met this  girl,
               Dorian. For a week we  were
               together, but it wasn't the
               same because she always went to
               her room to change and do all
               that stuff. She didn't  have
               things in my room.

     BB gives a big sigh.
                             BB
               All this 'cos I'm trying to get
               even with some guy.
                      (beat)
               You know what? I think I got to
               see her and put an end to this.
                                                   CUT TO:

82   INT. SOCIAL SECURITY OFFICE - DAY                             82
     We see hundreds of secretaries typing away, and clerks
     sitting at desks. BB walks into the office, peeking his
     head around the corner, feeling a little uncomfortable.
     He starts to walk around trying to find Nora out of all
     the secretaries and clerks.
                                                (CONTINUED)

                                                                75.
82   CONTINUED:                                                 82
     ANGLE ON NELLIE
     Nora's friend. She looks up from the typewriter and sees
     BB. In his thick overcoat, huddled up, he seems a little
     lost, and it's obvious that he's looking for someone.
                             NELLIE
                      (calling across
                       to Nora at the
                       next desk)
               Is that him?
                               NORA
                        (looks up and and
                         BB wandering around)
               Yes.
                        (she smiles
                         and yells)
               Bill!
     BB turns towards Nora. Nora waves to him, happily, with
     a twinkle in her eye. BB feels conspicuous -- people
     are looking at him. He gives a little wave.
                               BB
                        (softly)
               Yeah.
                                                      CUT TO:

83   INT. SOCIAL SECURITY OFFICE - COFFEE AREA                        83
     Nora gives BB a small kiss.
                             NORA
               I'm glad you stopped by.     This
               is a real surprise.
                             BB
               Listen, I got a problem.
                               NORA
               Oh.    How can I help?
                              BB
               Um... er...
                      (realizing    that
                       she didn't
                       quite get    the
                       point)
               Well, the problem    is... like...
               is like... eh, you    know... you're
               the problem.
                                                      (CONTINUED)

                                                             76.
83   CONTINUED:                                              83
                             NORA
                      (quietly, obviously
                       really taken
                       with him)
               Really. How so?
                             BB
               There's things that are bothering
               me.
                             NORA
               Like what?
                             BB
               You know... things.

                             NORA
               Things?
                             BB
               You know, like things that come
               up... stuff... like... you know,
               annoyances.
                             NORA
               Annoyances?
                             BB
               Hard to explain... very hard.
                             NORA
               Well, try.
                             BB
               As an example... I came home
               last night, I get undressed, and
               I realize you're sleeping on my
               side of the bed. I've always
               slept on that side... it's
               something I've always done.
                             NORA
               Then why didn't you just nudge
               me a bit and tell me to go and
               sleep on the other side?
                             BB
               I didn't want to wake you up...
               I thought you might think it was
               kind of stupid or something.
                             NORA
               Well, that's easily changed.
                                                   (CONTINUED)

                                                             77.
83   CONTINUED:   (2)                                              83
                             BB
               But there are other things...
               bigger things. But I realize
               just talking about it, they all
               sound petty and silly.
                             NORA
               Listen, if you think all of this
               is going too fast, maybe I should
               move out. Is that what you want,
               Bill?
     BB looks around, very uncomfortable, and he shrugs.
                             NORA
               I really care for you, but if
               you think it's best.
                      (beat)
               I don't want to make you unhappy.
     After a long beat.
                             BB
               I don't think we've got to take
               drastic action.
     Nora smiles.
                             BB
               Thought I'd come by and get things
               off my chest... talk it out.
                      (beat)
               Listen, I'm going over to Pimlico...
               catch the seventh race... wanna
               come?

                             NORA
               I can't get away from work.
                             BB
               I know.
     He goes to walk away, then turns back and gives her a
     quick kiss. He turns and walks away. Nora watches him
     as he walks by the rows and rows of secretaries and
     clerks.
                                                   CUT TO:

84   INT. TURF CLUB AT RACETRACK - CLOSEUP OF TILLEY - DAY         84
     watching a race.
                                                   (CONTINUED)

                                                            78.
84   CONTINUED:                                             84
                             TILLEY
                      (very excited and
                       animated)
               We're taking a thirty-to-one
               shot... number eight... come on
               number eight... 'Streamers...'
               come on, you sucker!
                                                 CUT TO:

85   EXT. RACETRACK - DAY                                         85
     We see horse number eight in the lead, coming around the
     home stretch.

                                                 CUT TO:

86   EXT. GRANDSTANDS - DAY                                       86
     Moe and BB are watching the race.
                                                 CUT TO:

87   INT. TURF CLUB - ANGLE ON TILLEY, SAM AND WING - DAY         87
     Tilley is still yelling for his horse, Sam and Wing
     watch quietly.
                             TILLEY
               Thirty-to-one... a hundred bucks
               on you, number eight. There's a guy
               up here who put a hundred on ya.
               Come on... come on... come on,
               baby... come on, baby!

88   EXT. RACETRACK - FINISH LINE - DAY                           88
     Another horse -- number 14 -- races past the winning
     post.
                                                 CUT TO:

89   INT. TURF CLUB - ANGLE ON SAM, TILLEY AND WING - DAY         89
                              TILLEY
               Nooooooo!
                                                 (CONTINUED)

                                                             79.
89   CONTINUED:                                              89
     Wing smiles.
                             WING
                      (quietly)
               I've got myself a winner.
     Tilley turns to look at Wing. Sam turns towards Tilley
     looking concerned. We see the totals flashed on the
     board indicating that the winning horse pays $16.30.
                                                   CUT TO:

90   EXT. GRANDSTAND - ANGLE ON MOE AND BB - DAY             90

                             BB
                      (smiling)
               Way to go... Southern Belle.
     Moe tears up his ticket.
                             BB
               Should have bet with me, Moe.
                                                   CUT TO:

91   INT. TURF CLUB - ANGLE ON WING, SAM AND TILLEY - DAY          91
                             WING
                      (smiles)
               Very nice!
                             TILLEY
               That was your horse, Wing?

                             WING
               Yeah... Southern Belle. You
               oughta know, you bet her for me.
                                TILLEY
               Of course.
     Wing goes to look at form.
                             WING
                      (to Tilley)
               I'm gonna go with the favorite
               in this one -- Fordnee Lane.
                             (MORE)
                                                   (CONTINUED)

                                                             80.
91   CONTINUED:                                              91
                              WING   (CONT'D)
               I tell you what, I    won sixteen
               plus on the other    race, from
               those winnings you    can bet me
               eight hundred.
                                TILLEY
               Eight hundred?
                             WING
               Yeah... I wanna bet eight hundred
               on Fordnee Lane.
                             TILLEY
                      (feeling uncom-
                       fortable)
               Fordnee lane -- eight hundred.
     Sam is looking at Tilley knowing that he's really in a
     jam.
                                TILLEY
               Eight hundred.
                              WING
                       (calling to Waiter)
               Waiter, can you get me a cup of
               coffee?
     Tilley looks over to Sam, with panic on his face.    Wing
     turns back to Tilley and Sam.
                             WING
               You guys want anything else?
                             TILLEY
                      (nods "no")
               Er... hum... er... hey, Wing...
               I tell you, I got a problem.
                                WING
               What is it?
                             TILLEY
               It's the eight hundred on Fordnee
               Lane. I haven't got it.
                             WING
               No, you got it wrong. You take
               it from the sixteen plus I won...
               the eight hundred.
                                                   (CONTINUED)

                                                            81.
91   CONTINUED:   (2)                                             91
                             TILLEY
               I haven't got the winnings.
                              WING
                      (angry)
               What do ya mean, you don't have
               my winnings?
                             TILLEY
               Wing, it was the craziest thing...
               I didn't want to mention it earlier
               because it was so nuts... it was
               the craziest thing.
                             WING
               What?
                             TILLEY
               I don't know how to even tell you
               this without being embarrassed for
               myself. It was an accident...
               it's like one of those things out
               of the blue... it's crazy... you
               can't explain it... it happens.
                             WING
                      (to Sam)
               Sam, what is he talking about?
                             SAM
                      (quietly)
               He had an accident of some sort.
                             TILLEY
               It happens... I don't know how...
               I don't know how to explain. It's
               too crazy, I swear to God, Wing.
                             WING
               Wait a minute... you're telling
               me that I didn't win the last race?
                              TILLEY
               You won, Wing... you won, it's just
               that you're not getting any money...
               it was a fluke. I swear, I don't
               know how it could have happened.
               A ten-year-old couldn't have made
               the mistake I made... I don't
               know, I swear.
                                                  (CONTINUED)

                                                             82.
91   CONTINUED:   (3)                                              91
                             WING
                      (to Sam)
               What the fuck is he talking about?
                             TILLEY
               If there was some way I could
               make it up, believe me, I would,
               because you know where I stand.
     There's a beat while Wing just looks at Tilley.
                             TILLEY
               You know where I stand, Wing. If
               there was any way, believe me, I'd
               make it up. I'd give you thirty
               percent of what you didn't get
               because it was a fluke... I'm
               willing to make some kind of
               retribution.
                             WING
               You just pocketed the God damned
               money... you just took my money
               and slipped it into your God
               damned pocket, didn't you?
                             TILLEY
               No. I'd split fifty-fifty with
               you, that's how badly I feel
               under the circumstances.
                             WING
               You get this straight, you son
               of a bitch, you owe me sixteen
               plus... I want sixteen plus.

                             TILLEY
               Am I trying to shirk my
               responsibility? That's not the
               way I see it... it was a fluke,
               a crazy thing that happened, but
               I stand behind my honor on this...
               put it on my tab.
                              WING
                       (to Sam)
               What  the hell is wrong with him?
               What  the hell is wrong with him?
               He's  stealing money from me...
               what  the hell is wrong with him?
               Can  you tell me?
                                                   (CONTINUED)

                                                             83.
91   CONTINUED:   (4)                                              91
                             SAM
               I don't know the whole story.
                              WING
               You work with him, Sam... for
               Christ sake...
     Wing is totally frustrated.
                             TILLEY
               What do you mean, wrong? It was
               a fluke... it was an accident.
               I don't know what the hell went
               wrong. It was a one-in-a-million
               thing that happened to me when I
               went to place that bet. I'm
               trying to do what I can.
                              WING
                       (shaking his head)
               Tilley, what the hell happened
               to you?
                                                   CUT TO:

92   EXT. RACETRACK - LATE AFTERNOON                               92
     Tilley and Sam are leaving the racetrack and walking to
     Tilley's Cadillac.
                             SAM
               Why didn't you at least give him
               the six hundred that you pocketed
               from the six races he lost?

                             TILLEY
               Fuck him! It's on my tab. At
               least I've got six hundred in my
               pocket right now. It's like
               another loan. Sam, you got to
               think about today. Today, I
               got six hundred bucks in my
               pocket. You know what I'm saying?
                             SAM
               Yeah.
                                                   (CONTINUED)

                                                              84.
92   CONTINUED:                                               92
                             TILLEY
               It's like some guy trying to sell
               me life insurance. You think I'm
               gonna take some money out of my
               pocket to give to some jerk so
               that somebody can take it when
               I'm dead? No, Sam, you gotta
               live for today. I'm gonna live
               as good as I can every day. You
               know what I'm saying?
     As Sam and Tilley walk towards Tilley's Cadillac, BB and
     Moe are walking to BB's Cadillac parked close to Tilley's
     car. They see each other.

                             TILLEY
                      (yelling to BB)
               Hey, Mr. Marengay went to the
               track!
                             BB
               Did you bother to bet, or did
               you just hand your money to the
               tellers?
                             TILLEY
                      (laughing)
               The sarcasm's killing me.
                      (beat)
               I thought you were looking to
               get even.
                             BB
               Who's your accountant, mister,
               'cos I think you're down in the
               debit side.

                             TILLEY
               Who's stuck with my wife.   You or
               me?
     He laughs.
                             BB
               You want me to believe that you
               were setting me up with your
               wife as some kind of decoy?
                             TILLEY
               Decoy is the word!
     There's a long beat as the two guys eye one another.
     Then, almost in a soft apologetic manner, BB speaks.
                                                    (CONTINUED)

                                                            85.
92   CONTINUED:   (2)                                             92
                             BB
               Okay then, you win.
     BB gets into his car.
                                TILLEY
               I win?
                      (to Sam)
               That guy would never let me win.
               He must be setting me up. The
               son of a bitch is setting me up,
               Sam.
                             SAM
               For crying out loud, why don't
               you just leave it at that... you
               win.
                              TILLEY
               I couldn't have won.
                      (beat)
               I smell a rat.
     BB's car pulls away.    Tilley and Sam watch him go.
                                                  CUT TO:

93   INT. BB'S CADILLAC - DAY                               93
     BB's driving and Moe is in the passenger seat.
                             MOE
               BB, I think you're getting a
               little humility in your blood.

                             BB
               If getting Nora is part of losing,
               Thank God I didn't win.
                                                  CUT TO:

94   EXT. OLD TOBACCO WAREHOUSE - DAY                             94
     A temporary sign is posted on the door and a painter
     is filling in the name -- "HOME IMPROVEMENT COMMISSION."
                                                  CUT TO:

                                                            86.
95   INT. TOBACCO WAREHOUSE - OFFICE - DAY                        95
     This is the office of the Home Improvement Commission.
     Desks, chairs and filing cabinets are all over the place
     (not yet organized) and boxes and cartons are stacked
     against a wall. ANGLE ON John Masters walking with a
     file under his arm. He walks across the half-empty
     warehouse where workers are renovating the space. He
     approaches a table where Stanley is seated with his
     feet up, nursing a hot cup of coffee. Masters throws a
     file down on the table.
                             MASTERS
               This is good, Stan... nice work.
     Stanley nods.

                             MASTERS
               Fossey says it should go down
               very well with the city council.
               Could help us appropriate more
               funds. This goes a long way
               to establish our credibility in
               what we're trying to do.
     We hear a LOUD, SAWING noise and HAMMERING echoing
     through the warehouse throughout this scene.
                             STANLEY
               There's a lot more where this
               came from.
                             MASTERS
               You know what I think you should
               do now. Why don't you pull some
               files... some files that were
               completed, others that went
               unsold, and I'll have somebody
               run it down, talk to the customers
               and get some statements.
                             STANLEY
               Pulling files is another thing.
               That might not be easy.
                             MASTERS
               To sneak a few here and there
               when you can.
                             STANLEY
               I'll see.
                             MASTERS
               I think that might be good.
                                                  CUT TO:

                                                            87.
96   EXT. STREET - NIGHT                                          96
     BB's Cadillac is parked in front of a house.
                             MOE (O.S.)
               What do you think if we made this
               one of our factory showcase houses?
                              MAN (O.S.)
               What's that?
                             BB (O.S.)
               It's a good location... get a
               lot of traffic on this street.
                                                  CUT TO:


97   INT. HOUSE - NIGHT                                           97
     BB and Moe are selling to MR. and MRS. SHUBNER, a young
     couple. The TELEVISION is ON in the background.
                             SHUBNER (MAN)
               What does that mean, Mr. Gable?
                             MOE
               You know what I do, Alan? I
               pick certain houses that are
               strategically located, we put
               up the aluminum siding, and for
               every referral, for every person
               who sees this quality job that
               we do... sees how beautiful it
               is... I give you two hundred
               dollars.
                             SHUBNER
               Two hundred dollars?
                             MOE
               That's right. God knows how many
               homes we could sell by people
               passing this house. It's
               perfectly placed for that.
                      (taking out his
                       wallet)
               Alan, this is how confident I
               feel that this house will drum
               up business for me.
     He peels off four hundred dollars and hands the money to
     Shubner.
                                                  (CONTINUED)

                                                            88.
97   CONTINUED:                                             97
                             MOE
               Four hundred dollars... I'm
               giving you commission on two house
               referrals before I put a panel on
               the side of your house... that's
               how confident I feel.
                             SHUBNER
               You think that many people are
               going to...
                             MOE
                      (interrupting
                       Shubner)
               I'm certain of it. I'm not giving
               away four hundred dollars for my
               health... I'm a businessman, and
               I'm a good businessman. This is
               good business for me. I'm giving
               it away 'cos I believe in this
               house, believe that it will refer
               me to other jobs which means money
               in my pocket, which means money in
               your pocket.
                             SHUBNER
               You got a deal, Mr. Gable.
     BB smiles.   Suddenly Moe winces in pain.
                             SHUBNER
               Something wrong, sir?
     Moe collapses to the floor.
                                                  CUT TO:


98   INT. HOSPITAL CORRIDOR                                       98
     Moe is being wheeled on a gurney by a couple of nursing
     attendants. BB walks alongside.
                             BB
               I finally got hold of May... she
               was over your sister's.
                             MOE
                      (breathing heavily)
               Oh, I forgot.
                             BB
               She'll be down here shortly.
                                                  (CONTINUED)

                                                                89.
98   CONTINUED:                                                 98
                             MOE
               BB, I don't have any insurance.
               If I die, May's got nothing...
               nothing... nothing for Leonard.
               The only money I've got is in
               my pocket. That's all I got.
                             BB
               Just take it easy, Moe... rest.
                                MOE
               Did they sign?     Did they sign?
                             BB
               Don't worry about it now.

                             MOE
               Goddamn it, BB! Did you sign
               them?
                             BB
               Don't worry... don't worry.     I'll
               take care of it tomorrow.
                             MOE
               Goddamn, my chest hurts.
                      (beat)
               I always taught you, BB, never
               walk out of a place without a
               signed contract. Somebody's
               word ain't spit.
                             BB
               They'll sign, Moe.    Don't worry,
               they'll sign.

     They round the bend of the corridor.
                                                      CUT TO:

99   INT. HOSPITAL HALLWAY                                            99
     BB is on a public phone to Nora.     We never see Nora, we
     just hear her voice.
                             BB
               This is kind of   new to me, but I
               thought I better   call and tell
               you I'm gonna be   late... maybe
               two or three. I    never had
               anyone there to   call before,
               but I thought I   should call,
               you know.
                                                      (CONTINUED)

                                                             90.
99    CONTINUED:                                             99
                             NORA (V.O.)
                Why? Do you think you have some
                obligation?
                              BB
                I dunno... I thought I'd better
                call, that's all.
                              NORA (V.O.)
                Well, I'm glad you did.
                              BB
                I don't know what's gonna happen
                to Moe.

                              NORA (V.O.)
                Well, I hope he's okay.
                       (beat)
                I'll see you when you get in.
      She gives BB a kiss on the phone.
                                BB
                         (looks at the
                          receiver)
                Yeah.
      He hangs up the phone and walks to a room opposite. He
      opens the door and stands in the doorway looking at Moe
      who is lying beneath an oxygen tent.
                                                   CUT TO:

100   INT. DINER - DAY                                             100

      Tilley, Sam, Mouse and Gil are sitting in a booth having
      just finished breakfast.
                               SAM
                Let me see what the damage is.
                       (he reaches for the
                        bill, hums as he
                        reads)
                Babum... babum... babum... babum...
      He hands the bill to Mouse.
                              SAM
                Mouse, figure it out, will ya?
                              GIL
                Why don't we just split it five
                ways?
                                                   (CONTINUED)

                                                              91.
100   CONTINUED:                                              100
                              TILLEY
                No way! I didn't eat anything,
                so why should I pay for Mouse...
                he eats like an animal.
                              SAM
                Well, sometimes you'll eat more
                than he does, and it'll even out.
                              TILLEY
                No way! He's a pig! He always
                eats more than anyone else. Why
                should I pay for his food?
                              MOUSE
                What're you talking about?
                Today I happened to have eggs and
                flapjacks, some cantalope, some
                juice and then another juice.
                              TILLEY
                Like an animal! Like an animal!
                              MOUSE
                But yesterday, what did I have?
                              TILLEY
                What did he have?
                       (turning to Sam)
                Sam, what did he have?
                              SAM
                Let me get out my notebook. How
                the fuck do I know what he had?
                              TILLEY
                Well I don't remember what he
                had. Gil, what did he have?
                              GIL
                Pancakes?
                              MOUSE
                No.
      Through the diner window we see Nora's car pull up and
      park outside the diner.
                              TILLEY
                       (to Mouse)
                Then what did you have?
                              MOUSE
                Guess.
                                                    (CONTINUED)

                                                              92.
100   CONTINUED:   (2)                                              100
                              TILLEY
                What is this, a quiz show? We
                don't know what you had. What
                did you have?
                              MOUSE
                I had very little.
                              TILLEY
                Very little!! You eat like an
                animal! It couldn't have been
                very little.
                              MOUSE
                I didn't have that much... doesn't
                anybody remember?
                              SAM
                We don't remember, I don't know
                why.
                              GLI
                I could have sworn he had pancakes.
                              TILLEY
                He said he didn't have pancakes.
                              MOUSE
                I'll give you a clue... maple
                syrup was used.
                              TILLEY
                I don't give a shit.
                                SAM
                French toast.

      There's a KNOCK at the window of the diner.
                                TILLEY
                French toast?    He had more than
                French toast.
                              MOUSE
                Yes, but not a lot more.
      We hear further RAPPING on the window.
                              TILLEY
                I don't give a damn... it's split
                five ways.
                                                    (CONTINUED)

                                                              93.
100   CONTINUED:   (3)                                              100
                              GIL
                       (to Tilley)
                Your wife's knocking on the
                window here.
      Tilley looks to the window, acknowledges Nora and points
      to the far end of the diner, she nods and starts walking
      across the front of the diner to the door.

101   INT. DINER - DAY                                              101
      Nora and Tilley are sitting alone at a table drinking
      coffee.

                              TILLEY
                Was not long ago you never would
                have seen a woman in here.
                              NORA
                You don't have to tell me. How
                many nights did you drop me off
                and come up here all the time?
                              TILLEY
                I know. I was just trying to
                be congenial... you know, start
                a conversation off, on a nice
                kind of light level, you know.
                So, what's the scoop, Nora?
                              NORA
                Well you know, I think we really
                should get divorced.
                               TILLEY
                Makes sense.   You want some more
                coffee?
                              NORA
                Yeah, I'll have some.
                              TILLEY
                       (shouting to
                        waitress)
                Florence, some coffee here.
                       (to Nora)
                It's for the best.
                       (beat)
                You know, we were kind of fooling
                ourselves, weren't we?
                                                    (CONTINUED)

                                                              94.
101   CONTINUED:                                              101
                              NORA
                Yes, it went wrong somewhere
                along the line -- I don't know
                where though.
                              TILLEY
                Yes, something went wrong... I
                don't know.
      Florence walks over and pours coffee for Tilley and Nora,
      then walks away.
                              TILLEY
                So you like this guy?

                              NORA
                Yeah, I like him.
                              TILLEY
                All in all I guess it'll all work
                out for the best.
                              NORA
                I'm glad you feel that way.
                              TILLEY
                Yeah, can you figure it out? A
                guy bangs into my car, thinks I
                did him in, tries to get even with
                me by stealing my wife, you two
                people fall in love... can you
                figure that out?
                              NORA
                What?

                              TILLEY
                You telling me you didn't know
                this was the guy?
                              NORA
                This was that guy?
                              TILLEY
                Yeah, I told you I ran into
                another tin man.
                              NORA
                He didn't tell me he was a tin
                man... he told me he sold baby
                pictures.
                                                    (CONTINUED)

                                                              95.
101   CONTINUED:   (2)                                              101
                              TILLEY
                It's your life. All I know is
                this guy has a bent weather vane.
                               NORA
                Oh, God!   Not another tin man.
                                                    CUT TO:

102   INT. SUPERIOR ALUMINUM SIDING COMPANY OFFICE - DAY            102
      We see and hear the Girls working the telephones, as
      before.

                              GIRL #1
                Good afternoon, this is Superior
                Aluminum Siding. We're going to
                have...
                              GIRL #2
                ... a salesman in your area
                today...
      BB is sitting in a chair across from Looney.
                              LOONEY
                Beeb, why don't you let Stanley
                work with you. I'm off to Florida
                at the end of the week for some
                sun and fun. Let Stanley work
                with you, and when I get back,
                we'll see how Moe's doing.
                              BB
                I don't know. To be honest with
                you, I think I'd rather work alone
                ... he's too green. Is he a pain
                in the ass?
                              LOONEY
                No. He don't talk much; he's a
                good listener, so he can't really
                get on your nerves. He's a lousy
                pool player and he can't play
                cards for shit, but...
                              BB
                       (interrupting)
                So what good is he?
                                                    (CONTINUED)

                                                                  96.
102   CONTINUED:                                                  102
                              LOONEY
                Studious type... takes a lot of
                notes.
                              BB
                       (smiles)
                If this is a sales pitch, I think
                you got to work a little harder
                'cos I don't think you've got
                good product.
                                                     CUT TO:

103   EXT. INDUSTRIAL WAREHOUSE - ANGLE ON BB - DAY                     103

      As he comes out of the Superior Aluminum building and
      walks towards his car. We see Nora driving her Chevy in
      front of BB's car. She drives her car forward, and then
      reverses it hard into BB's Cadillac. He runs over to
      the driver's side of Nora's Chevy.
                              BB
                What are you, crazy?!
      Nora drives the car forward and then backwards again
      almost running BB down. She rolls down the window (auto-
      matically) so that she can yell.
                              NORA
                You're a goddamn tin man!
      Then she backs the car up.      BB tries to go around the
      front of the car.
                                 BB
                Wait a minute!     Wait a minute!
      Nora starts to move the car towards him. He moves away,
      and her car smashes into the side of his car. She
      presses the button to the window and rolls it down
      just a shade.
                              NORA
                You wanted to win me just to
                get even with my husband...
                screw you!
      She rolls up the window, floors the car, and drives
      away.
                                                     (CONTINUED)

                                                              97.
103   CONTINUED:                                              103
      ANGLE ON LOONEY
      as he walks out of the building.   He sees BB's car all
      smashed up.
                               LOONEY
                       (to BB)
                I think you ought to get rid of
                this car... it's bad luck.
      Nora's CAR SCREECHES around the corner.
                              LOONEY
                Is that the guy again?

                              BB
                No, it's his wife.
                              LOONEY
                There's some kind of sickness
                that runs in that family.
                                                    CUT TO:

104   INT. POOL HALL - TIGHT SHOT OF MOUSE - DAY                    104
      He's singing "The Banana Boat Song."
                              MOUSE
                'Day-O! da,da,da,da,day... daylight
                come and he wanna go home...'

      ANGLE ON TILLEY AND GIL

      at a table playing pool. Mouse is standing next to his
      trusted JUKEBOX, belting out his favorite Harry Belafonte
      song. In b.g.:
                              TILLEY
                       (to Gil)
                Why can't they get rid of that
                fucking record? It's not a hit
                anymore... nobody cares about
                this song anymore... it's history.
      Mouse continue singing in the background.
                               MOUSE
                'Day-O!   da,da,da,da,day...'
                              GIL
                We can always smash the juke box,
                or break in and steal the record.
                                                    (CONTINUED)

                                                             98.
104   CONTINUED:                                             104
                              TILLEY
                       (lining up a shot)
                He's getting on my nerves. The
                guy eats like an animal, and
                sings like an asshole.
                              GIL
                Maybe it's me, but I'm beginning
                to like it.
      Tilley hits the ball and sinks the shot.
                              TILLEY
                       (happily)
                Yes, sir... yes, sir!


      ANGLE ON SAM
      He comes out of the back room into the pool hall, and
      walks over to the table where Tilley and Gil are playing
      pool. He drops an open envelope onto the pool table.
                              SAM
                       (to Tilley)
                Take a look at this crap.
                             TILLEY
                IRS? They're not gonna leave me
                alone!
                              SAM
                Home Improvement Commission.
      With those words there's a genuine moment of concern from
      all of the tin men -- even Mouse stops singing. Tilley
      picks up the envelope and pulls out the letter.
                              TILLEY
                We've got to appear?
                              SAM
                I think that's the gist of what
                they're saying.
      Gil looks over Tilley's shoulder at the letter.    Mouse
      comes over.
                               MOUSE
                Holy Christ!
                              TILLEY
                Can't we just ignore it? How do
                they know we got the letter.
                                                   (CONTINUED)

                                                            99.
104   CONTINUED:   (2)                                            104
                              SAM
                It's certified.
                              TILLEY
                What do you think, Sam?
                              SAM
                I dunno... I don't know what
                they've got.
                              TILLEY
                Why is this happening? Am I
                paranoid or something? I mean,
                why is this happening? The
                government is after me... the
                state is after me... Mr. Marengay
                ... somebody is always after me.
                What the hell's going on here?
                I'm just this guy. What's the
                big deal? They can't get along
                without me? The government can't
                operate unless they've got Tilley's
                money... the Commission's after
                my job! This shit's driving me
                insane! All the lying, thieving,
                stealing corporations in this
                world, and the IRS takes the
                time to come for me? There's
                billions of dollars out there
                but they've got to come and get
                Tilley's four thousand dollars!
                       (turning to Mouse)
                Turn off the fucking Belafonte
                song now, or I'm gonna break the
                goddamn machine!!

                                                  CUT TO:

105   INT. CORRAL CLUB - NIGHT                              105
      BB is sitting at the bar, getting drunk. Stanley sits
      next to him. A girl approaches (RUTHIE).
                              RUTHIE
                Come on, Beeb, let's dance.
                              BB
                Not tonight, Ruthie, my dancing
                shoes are on holiday.
                                 RUTHIE
                You sure?
                                                  (CONTINUED)

                                                              100.
105   CONTINUED:                                              105
                              BB
                I'm more than sure.
      Ruthie moves off. BB takes a shot of whiskey and downs
      it, and then drinks some beer.
                              STANLEY
                Who was the best you ever saw?
                              BB
                Best I ever saw?   Best tin man
                I ever saw?
      He holds up his shot glass towards the bartender, and
      the bartender fills it up.

                              BB
                Harry Apel... Dandy Flynn... those
                guys had good lines, but they
                burned themselves out too fast.
                Best? Moe's the best... the best
                there ever was. If he's in the
                door, he's got a sale. The best
                closer ever.
                              STANLEY
                What's some of the hustles he
                used to pull?
      BB downs another shot glass of whisky.
                              BB
                God damn Nora... God damn Nora!
                I'm trying to adjust... I'm
                putting up with things I never
                put up with in my life. I mean,
                give me a break... give me a
                break, woman.
      Stanely wants to get back to the topic of best tin man.
                              STANLEY
                       (making light)
                So, what are a couple of things
                you and Moe have done?
                              BB
                       (still on the
                        subject of Nora)
                It was getting to be real pleasant
                ... figure that.
                       (long beat)
                More than pleasant. To hell with
                her!
                                                  (CONTINUED)

                                                              101.
105   CONTINUED:   (2)                                            105
                              STANLEY
                How come Moe's so good?   Why do
                you think, huh?
                              BB
                Great man, Moe. Great man.
      BB holds out his glass again to the bartender who refills
      it. BB downs the shot and drinks more beer.
                              BB
                I don't know why they're so
                irrational... chicks. I dunno.
                I think it's because air gets
                inside 'em.
                       (beat)
                She probably went back home, to
                her husband.
                       (looks at his watch)
                Eleven-thirty... he wouldn't be
                home yet.
                       (takes out a $10 bill
                        from his wallet)
                This outght to cover it, Stanley.
      He puts the $10 bill down on the bar and walks out of the
      club.
                                                    CUT TO:

106   EXT. STREET - NIGHT                                         106
      Sam's Cadillac moving along a row of houses.
                                                    CUT TO:


107   INT. CADILLAC - NIGHT                                       107
      Sam is driving the car, Tilley is in the passenger seat,
      very drunk.
                              TILLEY
                They got no right. You know what
                I'm saying, Sam? They've got no
                right.
      Tilley takes a drink from a pint of whisky he has open.
                                                    (CONTINUED)

                                                                      102.
107   CONTINUED:                                                      107
                                SAM
                  They've got nothing concrete
                  against us, because if it's just
                  hearsay stuff, it's neither here
                  nor there.
                                TILLEY
                         (looking around)
                  Where's my car? What happened
                  to my car?
                                SAM
                  It's better I drop you off.
                                TILLEY
                  Yeah, it's better.
                                                            CUT TO:

108   INT. TILLEY'S BATHROOM - NIGHT                                        108
      Tilley is    in the    bathroom washing his    face in the sink,
      trying to    sober    up. He lifts his head     out of the water
      and bangs    it on    the faucet. He grabs     his head in pain
      and then    slides    down the tiled wall to    the floor.
                                                            CUT TO:

109   EXT. STREET - NIGHT                                                   109
      BB's Cadillac pulls up in front of Tilley's house. We
      see BB looking up and down the street, with his head out
      of the car window. He's very drunk.

                                    BB
                  He ain't here.
      He gets out of the car and looks around the street some
      more. He stumbles up to a couple of parked cars, look-
      ing for Nora's car. He falls into some trash cans in
      front of the house.
                                                            CUT TO:

110   INT. TILLEY'S HOUSE - BATHROOM - NIGHT                                110
      Tilley    is lying on the floor. His eyes open at the sound
      of the    TRASH CANS FALLING. He struggles to his feet and
      walks    through the bedroom. We hear the sound of MORE
      TRASH    CANS RATTLING.
                                                            (CONTINUED)

                                                                103.
110     CONTINUED:                                              110
        Tilley goes to the bedroom window and looks out. He
        sees BB struggling to his feet, surrounded by trash
        cans and garbage.
                                   TILLEY
                  I knew I    could smell a rat! The
                  son of a    bitch is coming for me...
                  the son    of a bitch never wants to
                  leave me    alone!
        Tilley walks over to the night table, opens the drawer
        and pulls out a revolver.
                                                      CUT TO:


111     EXT. STREET - NIGHT                                           111
        BB making his way up the front stairs to Tilley's house.
                                                      CUT TO:

112     INT. TILLEY'S HOUSE - NIGHT                                   112
        Tilley makes his way down the stairs, and creeps to the
        front door.
                                  TILLEY
                           (quietly)
                  You   want to rob my God damn house?
                  I'm   gonna make it easy for you.
                           (unlocks the door
                            and leaves it
                            ajar)
                  Come   and rob Tilley... come on...
                  take   everything he's got.
                                                      CUT TO:

113     EXT. FRONT DOOR OF TILLEY'S HOUSE - NIGHT                     113
        BB knocks on the door. The door swings open.      He waits
        a moment, unsure as to what to do.
                                                      CUT TO:

11436   INT. TILLEY'S HOUSE - OTHER SIDE OF FRONT DOOR                114
        Tilley stands behind the door with the gun, waiting.     BB
        steps inside the house.
                                                      (CONTINUED)

                                                              104.
114   CONTINUED:                                              114
                              BB
                Hel...
      Before he can finish the word "Hello," Tilley hits him
      hard in the head with the butt of the gun. BB falls to
      the ground unconscious.
                                                    CUT TO:

115   INT. TILLY'S HOUSE                                            115
      BLACK SCREEN. Then a light goes on, and we see the in-
      side of a refrigerator. PULL BACK to reveal Tilley at
      the refrigerator in the kitchen of his home. He is
      putting eggs and rotten tomatoes from the refrigerator
      into a bowl. He looks at a piece of celery, but it's
      so wilted and has no strength for his purpose that he
      throws it down. He picks up other vegetables, but
      settles for the eggs and tomatoes. He closes the re-
      frigerator door and makes his way to the living room.
      We see BB lying on the floor, unconscious. Tilley sits
      down across from him with the bowl in his lap... he
      watches BB. BB starts to come to.
                               TILLEY
                       (to BB)
                You're a sick man! You smash my
                car, you steal my wife, and now
                you come to rob me! You're one
                demented human being.
      BB tries to focus on Tilley.
                              TILLEY
                I'm going to call the police and
                send you to jail... but I'm going
                to humiliate you first.
      Tilley throws an egg at BB and hits him in the head.     BB
      is groggy and confused and still drunk.
                              BB
                What're you doing?
                              TILLEY
                What do ya want to break into
                my house for? This ain't the
                fucking Rockefeller mansion!
                There ain't thirty-eight
                television sets here.
                              (MORE)
                                                    (CONTINUED)

                                                              105.
115   CONTINUED:                                              115
                              TILLEY (CONT'D)
                They ain't saying 'Nelson, I think
                we've had a break-in... count the
                sets to see how many we've got
                left.' There ain't tons of jewelry
                hanging out of drawers... it ain't
                like I don't know which watch to
                put on, I got so many. I'm a
                working man, trying to make an
                honest living. What fucking
                morality you got, asshole?!!
      Tilley throws another egg at BB and hits him in the head
      again. Egg yolk drips down BB's face. He tries to get
      off the floor, but can't.

                              BB
                You're the craziest human being
                on the face of this earth!
      Tilley, getting ready with another egg.
                              TILLEY
                What else do you want from me?
                Huh? What else?! I've got enough
                problems with the I.R.S. busting
                my balls and the Home Improvement
                Commission bullshit to contend
                with. I don't need aggravation
                from you.
                               BB
                        (still trying to get
                         up; wiping his face)
                Nobody does this to me and lives!
                Nobody!

                              TILLEY
                       (throws an egg)
                How do ya like your eggs? Over
                easy?
                       (picks up a tomato)
                Side of tomatoes?
      He throws a tomato.
                              BB
                You're going to rue the day you
                ran into my car. This ain't the
                end... this is just the beginning.
      Tilley throws another egg.
                                                    CUT TO:

                                                             106.
116   INT. POLICE STATION - NIGHT                                116
      A POLICE OFFICER is interrogating Tilley behind the main
      desk of the police station. There's a lot of activity
      during this interaction... people coming and going.
                              TILLEY
                A guy breaks into my house and I'm
                being charged with assault? It
                makes no sense...
                              POLICE OFFICER
                       (with pencil and paper)
                Let's get it down right. The guy
                broke into your house, you hit him
                in the head with a gun, went to
                the refrigerator, took out eggs
                and tomatoes and threw them at
                him.
                              TILLEY
                I was defending myself... he was
                stealing from me.
                              POLICE OFFICER
                It doesn't sound like defense to
                me.
                              TILLEY
                I wanted to humiliate the guy.
                Here I am, out busting my ass all
                day making a decent living, I come
                home, and some schmuck is trying
                to steal from me.
                              POLICE OFFICER
                So you hit him with a gun, and
                pelted him with eggs and tomatoes?

                              TILLEY
                If I had some soup I would have
                thrown soup at him... is there
                any law you can't throw eggs?
                              POLICE OFFICER
                Mr. Babowski claims he didn't
                break into your house.
                              TILLEY
                What did I do? Invite him in so
                that I could throw eggs at him?
                                                   (CONTINUED)

                                                              107.
116   CONTINUED:                                              116
                              POLICE OFFICER
                Maybe Mr. Babowski intended to
                break into your house, but these
                circumstances of the guy being
                pelted with eggs and tomatoes is
                something we need to look into.
      Tilley shrugs his shoulders.
                              TILLEY
                He's lucky that he didn't rob me
                last week, 'cos then my wife was
                living at home and we had all
                kinds of things in the fridge...
                I could have thrown barley soup,
                pumpkin pie, candied yams... yeah,
                he got off light.
                                                    CUT TO:

117   EXT. POLICE STATION - DAY                                     117
      Tilley and Sam exit the building. Seconds later BB and
      Bagel come out of the police station. Both pair of men
      head for their respective Cadillacs. BB has egg stains
      all over his suit.
                              BB
                       (to Bagel)
                I can't believe it, the man throws
                eggs at me and now I'm gonna have
                breakfast with him.
                              BAGEL
                His partner says maybe the two of
                you can sit down and come to some
                kind of settlement.
                                                    CUT TO:

118   INT. TILLEY'S CAR - DAY                                       118
      Tilley is sitting in the driver's seat and Sam is next
      to him.
                              TILLEY
                What am I supposed to say to him?
                The man has been a pain in the ass
                since the day he rammed into my
                car.
                                                    (CONTINUED)

                                                              108.
118   CONTINUED:                                              118
                              SAM
                Just air your differences and
                we'll put an end to this.
                                                    CUT TO:

119   EXT. POLICE STATION - LONG SHOT OF POLICE STATION AND         119
      TWO CADILLACS
      as they start to pull out of the parking lot.
                                                    CUT TO:


120   INT. COFFEE SHOP - DAY                                        120
      Tilley, Sam, BB and Bagel are sitting at a table together
      looking at menus.
                              BB
                       (looks up from his
                        menu)
                I tell you what... I'll drop the
                charges against you, and we can
                wipe the slate clean.
                              TILLEY
                I appreciate it.
                              SAM
                See how quickly you can clear it
                up?
                              TILLEY
                But I don't understand how the
                slate gets wiped clean when he
                breaks into my house and I'm the
                one charged.
                              BB
                I told you, I wasn't breaking into
                your house. I was looking for
                your wife.
                               TILLEY
                All right... all right... I'm too
                tired... the slate's clean... the
                slate's clean.
      The WAITRESS approaches.
                                                    (CONTINUED)

                                                                109.
120   CONTINUED:                                                120
                              WAITRESS
                What will you have?
                              TILLEY
                Couple of eggs over,   some hash
                browns, some toast --   toasted
                dark... butter on the   side, large
                grapefruit juice and   some coffee.
      The Waitress writes his order.
                              TILLEY
                On second thought, instead of the
                eggs over, if I ordered soft
                boiled eggs do you take them out
                of the shell or leave them in the
                shells?
      We can see that BB is getting a little irritable.
                              WAITRESS
                We leave them in the shell.
                              TILLEY
                I don't like them that way because
                they get hot in the hand and it's
                hard to scoop the stuff out...
                it's not good... and you get
                little bits of shell in there and
                it doesn't taste good.
                              BB
                Why don't you just order some
                scrambled eggs and be done with
                it... all right?

                              TILLEY
                If I'm going to order, at least I
                ought to be content with my food.
                              BB
                I'm getting a little hungry...
                I've got a headache as it is.
                Just order some eggs so some other
                people can have something to eat
                before the lunch trade comes in.
                              TILLEY
                       (looks to Sam)
                Why do I need a guy telling me
                what I should or shouldn't eat?
                                                      (CONTINUED)

                                                              110.
120   CONTINUED:   (2)                                            120
                              BB
                This is not a four-star restaurant
                ... we're not having a gourmet
                meal... we're ordering breakfast,
                for Christ sake!
                              TILLEY
                It so happens I haven't been to
                this restaurant before. I don't
                know how they do their eggs... if
                they're over easy and they're
                gooey, I'm not happy with it...
                and I'm not happy if the soft
                boiled eggs are left in the
                shell...

                              BB
                       (to Waitress, cutting
                        Tilley off)
                Can I have some French toast and
                a cup of coffee?
                       (to Bagel)
                Bagel, what do you want?
                              TILLEY
                Hey! I'm ordering here. At least
                you can have the courtesy to let a
                man order his breakfast.
                              BB
                       (to Waitress;
                        ignoring Tilley)
                French toast and a cup of coffee.
                               TILLEY
                       (to Sam)
                Sam, this guy gets on my nerves...
                from day one! I knew it then and
                I know it now.
      Tilley stands up from the table and starts to leave.
                              BB
                I'm back to pressing charges
                against you!
      Tilley turns and is face-to-face with BB.
                              TILLEY
                You want to play that way? This
                game ain't over, mister... it
                ain't over...
                                                    (CONTINUED)

                                                              111.
120   CONTINUED:   (3)                                            120
      BB stands up.   The Waitress steps back and looks
      concerned.
                              BB
                All right, you want to finish it
                now? You want to finish it right
                now? I'm ready... I'm ready now!
                              TILLEY
                You're ready?! You're ready,
                that's what you're saying?!
                You're ready now?! I have to be
                intimidated... I have to be brought
                here to be intimidated...

                              BB
                I can't stand it any longer.
                You're driving me out of my mind.
      BB lunges for Tilley across the table, Sam and Bagel
      try to intervene -- the Waitress doesn't know what to do.
                              BAGEL
                Come on, guys... take it easy...
                take it easy.
                              TILLEY
                Get the people with the
                straitjackets... this man is out
                of control.
      Tilley and BB pull at one another.
                              BB
                We're gonna finish it... we're
                gonna finish it.

      Bagel and Sam pull them apart.
                              SAM
                       (to Tilley)
                Come on, let's get out of here.
      Sam ushers Tilley to the door.
                               TILLEY
                I'm not finished with him, Sam.
                       (to BB)
                You heard me... I'm not finished
                with you, mister.
                                                    (CONTINUED)

                                                            112.
120   CONTINUED:    (4)                                         120
      He storms out of the coffee shop with Sam. Bagel sits
      back, looking relieved. BB composes himself. The
      Waitress nervously stands by.
                               BB
                        (to Waitress)
                So, I'm having French toast and
                coffee.
                        (to Bagel)
                Bagel?
                                                  CUT TO:

121   INT. HOSPITAL - MOE'S ROOM - DAY                          121

      Moe is in bed, still hooked up to tubes. His breathing
      is deliberate and he seems weak. The CAMERA SLOWLY PANS
      TO BB who is sitting by Moe's side.
                              BB
                Moe, when you decided to marry
                May, how did you know?
                                 MOE
                Know what?
                              BB
                How did ya know?
                              MOE
                You mean to make up my mind to
                marry her?
                                 BB
                Yeah.     How did ya know?

      Moe shrugs his shoulders as if he doesn't know.
                              BB
                       (suddenly angry)
                This Nora is a pain in the ass,
                Moe... a pain in the ass. It's
                worse now than when she used to
                be around.
      Moe smiles.
                              BB
                You wanna hear something? The
                other night at the Corral Club,
                I turned down a dance.
                                                  (CONTINUED)

                                                             113.
121   CONTINUED:                                             121
                              MOE
                You turned down a dance?
                              BB
                What's the odds on that? You
                think you can come up with odds
                on that one?
                              MOE
                Hundred to one BB don't dance...
                a hundred to one against.
      There's a beat.
                              MOE
                I'm getting out of the business,
                BB... I've got nothing for all
                this.
                              BB
                Lot of good times, Moe.
                              MOE
                A lot of good times, but I can't
                live off the good times.
                       (beat)
                You know, my brother-in-law has
                offered me a job at Hess Shoes.
                I think maybe I should do it. You
                get there in the morning, you come
                home at night... you get health
                benefits... I get to be assistant
                manager.
                               BB
                That's it, Moe? You're gonna
                spend the day measuring people's
                feet? 'You're an "E" fit...
                you're a "D" wide... you got a
                high arch... I'll show you
                something in an alligator...
                something with a wing tip...' How
                can you talk about that all day
                long?
                        (beat)
                Moe, you're the best tin man there
                ever was. Nobody's a better
                closer.
                              MOE
                It's over, BB... it's over.
                                                   (CONTINUED)

                                                            114.
121   CONTINUED:   (2)                                            121
      BB looks at Moe for a long beat.   He's obviously greatly
      affected by this.
                              BB
                So, May's happy about this Hess
                Shoe thing, heh?
                              MOE
                To say the least.
                                                  CUT TO:

122   INT. SAM'S CADILLAC - DAY                                   122

      Sam is driving and Tilley is in the passenger seat.
                              SAM
                You know, when I saw 'Bonanza' the
                other day, something occurred to
                me. There's those three guys
                living on the Ponderosa and you
                never hear them say anything about
                wanting to get laid. You never
                hear Hoss turn to Little Joe and
                say 'I had such a hard-on when I
                woke up this morning.' You know
                ... they never talk about broads
                ... nothing. Ya never hear Little
                Joe say 'Hey, Hoss, I went into
                Virginia City and saw a girl with
                the greatest ass I ever saw in my
                life.' Ya just see 'em walking
                around the Ponderosa saying, 'Yes,
                Pa,' and 'Where's Little Joe?'
                Nothing about broads. I don't
                think I'm being too picky... at
                least once if they talked about
                getting horny. I don't care if
                you're living on the Ponderosa or
                right here in Baltimore, guys talk
                about getting laid.
                       (beat)
                I'm beginning to think that show
                doesn't have too much realism.
                What do you think, Tilley?
                              TILLEY
                Sam, I can't concentrate on
                'Bonanza' shit...
                              (MORE)
                                                  (CONTINUED)

                                                              115.
122   CONTINUED:                                              122
                              TILLEY (CONT'D)
                I've got too much on my brain,
                what with that asshole and the
                Home Improvement Commission, I
                don't want to have to worry about
                whether Little Joe got laid last
                night.
                       (beat)
                Let's go and eat something.
                              SAM
                Yeah, we'll go and have some lunch
                at the smorgasbord.
                                                    CUT TO:


123   INT. THOR'S SMORGASBORD RESTAURANT - DAY                      123
      Tilley and Sam are in line at the buffet. Sam fills up
      his tray and moves off to the cashier. Tilley hangs
      behind staring at all the food. He looks up to the
      ceiling.
                              TILLEY
                       (very quietly)
                God, if you're responsible for all
                the stuff down here, maybe you got
                a moment's attention for me.
                       (beat)
                Between the I.R.S., this Home
                Improvement Commission and Mr.
                Marengay, I got it up to here with
                this bullshit. To be frank with
                you, I'm in the toilet here. If
                you can see your way...

      A WOMAN with a tray starts to approach Tilley.     Tilley
      turns to her.
                              TILLEY
                Listen, I'm praying here... go
                around.
                              WOMAN
                I wanted to get some of the salad.
                              TILLEY
                It's out of order... go around.
      He signals for her to walk around him.   The Woman looks
      at him and moves down the line.
                                                    (CONTINUED)

                                                             116.
123   CONTINUED:                                             123
                              TILLEY
                       (looking up to
                        ceiling)
                Do what you can, all right?    I
                appreciate it. Amen.
      Tilley helps himself to some salad.
                                                   CUT TO:

124   INT. SUPERIOR ALUMINUM SIDING OFFICE - DAY                   124
      The usual office activity.   BB is at a desk.   He picks
      up the phone and dials.

                              BB
                Nora Tilley, please.
      We hear a WOMAN'S VOICE on the other end of the phone.
                              WOMAN (V.O.)
                What department is she with?
                              BB
                She's with Social Security.
                              WOMAN (V.O.)
                Which department is Social Security?
                              BB
                I dunno... she's there somewhere
                ... yeah, on the third floor...
                she's got a desk towards the back.
                              WOMAN (V.O.)
                Just a moment... checking.
      ANOTHER ANGLE
      In the b.g. Stanley has gone over to a filing cabinet and
      is starting to look through the files. Cheese wanders
      over to him.
                              CHEESE
                Stanley, can I help you look for
                something?
                              STANLEY
                No, I'm just making myself busy.
                              CHEESE
                Well, I wouldn't do that. Bagel
                don't like nobody looking at the
                files.
                                                   (CONTINUED)

                                                             117.
124   CONTINUED:                                             124
      BACK TO BB
      on phone. He's still holding for Nora.    We hear a RING
      on the other end of the phone.
                               NORA (V.O.)
                Mrs. Tilley.
                              BB
                Nora, this is BB.
      The PHONE goes DEAD.   BB reluctantly puts the receiver
      down.
                                                   CUT TO:


125   INT. TOBACCO WAREHOUSE - DAY                                 125
      The Home Improvement Commission is in session. Tilley
      and Sam sit at the defense table. Masters presides over
      the commission table where four or five other commis-
      sioners sit.
                              MASTERS
                       (into microphone
                        to Tilley & Sam)
                Didn't you approach Mr. Boloshevski
                August 18, 1961, while he was
                cutting his front lawn and tell
                him that his house had been
                selected, as one of only 16 homes
                in the state of Maryland, for a
                free aluminum siding job?
                              TILLEY
                What's the name again?

                               MASTERS
                Boloshevski.
                              TILLEY
                Doesn't ring a bell.
                       (to Sam)
                Sam, does it ring a bell to you?
                              SAM
                       (leans into microphone)
                It doesn't ring a bell to me either,
                sir.
                              MASTERS
                Didn't you suggest that for a
                nominal labor charge, he would
                receive over five thousand dollars'
                worth of aluminum siding?
                                                  (CONTINUED)

                                                             118.
125   CONTINUED:                                             125
                              TILLEY
                That's an awful lot for nothing.
                Doesn't sound like good business
                to me.
                              MASTERS
                Mr. Boloshevski was ultimately
                charged twenty-four hundred
                dollars for labor, which according
                to our figures is about the average
                cost of an aluminum siding job.
                              SAM
                       (leans into the
                        microphone)
                I don't get the point of this.
                              MASTERS
                Twenty-four hundred dollars that
                you charged for labor, is the same
                as if Mr. Boloshevski had purchased
                the aluminum siding and had the
                labor done.
                              TILLEY
                Maybe I'm missing the point here,
                but if he paid twenty-four hundred,
                which is the cost of the job, I
                can't see anything wrong with that.
                I don't know the guy, but I don't
                quite get the problem.
                               MASTERS
                What we're getting at here... what
                we're trying to stress, is that
                the job was sold under false
                terms. The man didn't win any
                award... he was not getting
                aluminum siding at a special price.
                A clear case of deception was
                involved here.
                              TILLEY
                       (to Sam)
                What's he talking about? The man
                got the job for twenty-four hundred
                dollars, and that's what it costs
                in aluminum siding.
                              (MORE)
                                                   (CONTINUED)

                                                              119.
125   CONTINUED:   (2)                                            125
                              TILLEY (CONT'D)
                       (leans into
                        microphone)
                Um... I don't know... we have no
                recollection of this particular
                job, but I don't know if this is
                deception. Look, if you work in a
                clothing store, some guy tries on
                a suit, it looks like shit, but
                you tell him it looks wonderful.
                The guy's standing there looking
                like a sack of shit, the salesman
                says what a great suit and the man
                buys it. That's deception as far
                as I can see, but I don't
                understand the deceptiveness that
                you say we're responsible for...
                if I make myself clear.
                              SAM
                       (leaning into
                        the microphone)
                I'd go along with that as well.
                              MASTERS
                What we're trying to establish
                are the principles that have been
                laid down as part of the Home
                Improvement code of ethics...
                that you cannot mislead someone
                intentionally, and I think that's
                the principle that applies to this.
                              TILLEY
                Did somebody put a gun to this
                guy's head and make him spend
                twenty-four hundred dollars? I
                don't get the point here. I
                don't know the specifics of this
                case, not being privy to all the
                information, but all I can say is
                this guy got a fair price for a
                fair job.
      Another commissioner, BUD DELANEY, takes the microphone.
                              DELANEY
                       (to Tilley)
                Do you know Mr. and Mrs. Rayburn
                of 156 Aberdeen Avenue, Essex?
                                                    (CONTINUED)

                                                              120.
125   CONTINUED:   (3)                                            125
                              TILLEY
                       (looks to Sam
                        and shrugs his
                        shoulders; then
                        into mike)
                I think you'd have to familiarize
                me.
                               DELANEY
                The couple purchased twenty-eight
                hundred dollars' worth of aluminum
                siding and the two of you were the
                salesmen on record. They say, and
                I quote here, 'that they would
                have received one hundred and
                fifty dollars per home for every
                person in the neighborhood who
                saw their house and decided to
                buy aluminum siding.'
                       (looking up from
                        paper)
                Is that true?
                              TILLEY
                It sounds right.
                              DELANEY
                Are you aware that, according to
                the Home Improvement code, you
                are not allowed to exceed a
                twenty dollar limit in
                incentives?
                              TILLEY
                       (shrugs his shoulders)
                We wanted to be a little more
                generous, that's all.
                              DELANEY
                The couple said that they never
                did receive any money from any
                other jobs, as you had promised.
                              SAM
                       (leaning into
                        microphone)
                We didn't get any leads from them.
                Their house was not the showplace
                that we thought it would be. It
                didn't generate the activity that
                we had hoped.
                                                    (CONTINUED)

                                                              121.
125   CONTINUED:   (4)                                            125
                              TILLEY
                       (interrupting)
                But should a referral turn up in
                the community, we'd be more than
                happy to give them twenty dollars
                instead of the hundred and fifty.
                              MASTERS
                       (leaning into
                        microphone)
                Excuse us for one moment.
      He then leans over to Delaney, and they start to confer.
      Tilley and Sam watch, wondering what's going on. Masters
      leans in the other direction, holding his hand over the
      microphone, and he talks to the other commissioners.
      They nod in approval, then Masters leans back into the
      microphone.
                              MASTERS
                Thank you very much, gentlemen.
                Should there be a reason in the
                future to call you back, we would
                like to reserve that right.
                              TILLEY
                       (leans into
                        microphone)
                Glad we could be of some service.
      Tilley and Sam get up from the table and walk out of
      the building.
                                                    CUT TO:


126   EXT. TOBACCO WAREHOUSE - DAY                                126
      Tilley and Sam are walking toward Tilley's car.
                              TILLEY
                       (rubbing his hands,
                        gleefully)
                We beat 'em, Sam... we beat 'em!
                What a piece of cake! No problem!
                They ain't got nothing on us...
                clean as a whistle... we're clean
                as a whistle!
                              SAM
                I need a drink. I hate
                inquisitions.
                                                    CUT TO:

                                                                122.
127   EXT. SOCIAL SECURITY OFFICE - NIGHT                           127
      Heavy RAIN is falling. Nora, with an umbrella, walks
      quickly across the parking lot. Suddenly BB slips
      under the umbrella with her.
                              NORA
                       (reacting sharply)
                I don't want to see you anymore.
      She pulls away from BB and continues walking.      BB walks
      behind her, getting soaked in the rain.
                              BB
                I gotta talk to you.
                              NORA
                I don't want to listen.
                              BB
                Give me a chance to explain.    You
                owe me that much.
      Nora still walking toward her car in the downpour.
                              NORA
                I don't owe you anything.
      BB lets her walk away.   After a beat, he yells out.
                              BB
                It was a lousy thing to do, okay?
                It was a lousy thing to use you
                to get back at your husband... but
                the fact is that I never would
                have met you otherwise.
      Nora stops and turns to look at BB.

                              BB
                       (more quietly)
                It was lousy... it was a
                disgusting, terrible thing...
                but a lot of good came out of it.
                              NORA
                What kind of a person would come
                up with such a devious thing?
                              BB
                I'm not always a nice guy, I
                admit that. I got a lot of
                training in deceit... it's an
                occupational hazard.
      They stand looking at one another in the rain.
                                                      (CONTINUED)

                                                              123.
127   CONTINUED:                                              127
                              NORA
                I'd like to know what it is about
                me that I have to fall for tin
                men. What kind of character flaw
                do I have?
                              BB
                I didn't want to have to come
                here. I wish that I didn't have
                to ever see you again. I've gone
                this far in my life without having
                to have this kind of thing happen
                to me. I was going through life,
                sailing along, pretty good...
                doing okay, and I tried to get
                even with some crazy guy... and
                I'm here.
                              NORA
                The wet becomes you. Gets rid
                of some of the slickness.
                              BB
                I don't like the idea that I'm
                not in control of this, but if
                this stuff's got to happen, I
                guess I've got no choice. I
                wanna... ya know...
                       (he gets angry)
                ... I wanna be with ya! Okay, I
                said that... I said it, okay?! I
                wanna be with ya! It pisses the
                hell out of me, and I'm gonna
                tell you that to your face, but
                I want to be with you because...
                I miss you and I'd like to live
                with you... I'd like to marry
                you... and that's that!
      Nora eyes him carefully. The rain falls on her umbrella
      and the rain beats on BB's head. After a long moment.
                              NORA
                I was hoping for something a
                little more romantic... but, okay.
      A slight smile comes to BB's face.
                                                    CUT TO:

                                                              124.
128   INT. PIMLICO HOTEL - BAR/RESTAURANT - NIGHT             128
      Tilley and Sam are sitting at the bar  nursing a couple
      of drinks. In the b.g., the pianist   is playing "Last
      Night When We Were Young," and a few  people are sitting
      around the piano joining in with the  song.
                              SAM
                Ya know, Tilley, we been working
                together for over a year.
                              TILLEY
                Yeah, must be about that.
                              SAM
                I've been thinking that sometimes
                a different combination makes for
                better luck. Ya know what I mean?
                I mean, maybe the two of us ain't
                the right combination.
                              TILLEY
                I'm just getting used to ya, Sam.
                              SAM
                Let's face it, we're not exactly
                setting the world on fire.
                              TILLEY
                It's a slump... it's a slump, Sam.
                              SAM
                Maybe it's a slump, but like
                baseball, some time they have to
                change the lineup to get the team
                going again.
                              TILLEY
                You're not serious about this, are
                you, Sam?
                              SAM
                Yeah.
                              TILLEY
                You're serious? You wanna get
                another partner? You don't think
                I'm gonna pull out of this?
                              SAM
                I know you're gonna... I know
                you're gonna.
                              TILLEY
                So?
                                                    (CONTINUED)

                                                                125.
128   CONTINUED:                                                128
                              SAM
                Look, we beat the   Commission today
                ... you know, we   got a little bit
                of a victory.  We   split right now
                and maybe we can   add to that...
                you know what I'm   saying?
                               TILLEY
                I know... I know. Change in the
                lineup. Okay, maybe it'll help...
                maybe it'll help.
                       (he drinks his
                         whiskey)
                You got any ideas for a new
                partner?

                                 SAM
                Well, I had a    conversation with
                Solly Shavitz,    so... maybe I'll
                go with him.
                       (beat)
                Mouse is gonna   need a new partner
                because Dennis   is going into used
                cars.
                               TILLEY
                Mouse! Mouse! He gets on my
                nerves... He eats too much.
                       (beat; he holds
                        up his whiskey
                        glass)
                Here's to some pretty good times,
                huh?
      Sam smiles.

                                                      CUT TO:

129   INT. CORRAL CLUB - NIGHT                                  129
      Looney, looking tanned, sits with Stanley at the bar.
      BB and Nora are dancing in the b.g.
                              LOONEY
                I don't get it... the broad
                smashes into his car and he takes
                her dancing. Some kind of dating
                ritual that I'm not familiar with.
                              STANLEY
                BB's a pretty good tin man, huh?
                                                      (CONTINUED)

                                                              126.
129   CONTINUED:                                              129
                              LOONEY
                Pretty good? Whew! Man's what
                legends are made of. Started
                selling pots and pans door to
                door at sixteen. Nothing he
                can't sell.

      ANGLE ON BB AND NORA
      The song ends and BB walks Nora back to the table they
      were sitting at.
                              BB
                You're gonna come back and stay
                the night?
                              NORA
                I dunno... all my things are back
                at Nellie's -- the other side of
                town.
                       (beat)
                I know what I could do, I'll go
                back to the house... there's
                still a few things I left behind
                ... at least I can get a change
                of clothes.
      They both sit down.    BB looks at Nora.
                              BB
                I'm glad this is working out.
                              NORA
                You really happy?

                                BB
                Yeah.
                               NORA
                You don't really show a great deal
                of exuberance.
                              BB
                Honey, for me... I'm a parade.
                                                    CUT TO:

130   EXT. STREET - TILLEY'S HOUSE - TIGHT SHOT OF HAND -           130
      NIGHT
      Rattling a special padlock. PULL BACK to reveal Tilley
      at his front door, trying to get in.
                                                    (CONTINUED)

                                                              127.
130   CONTINUED:                                              130
      CAMERA PANS to see Nora's car pulling up in front of the
      house. Nora turns off the car lights and exits the car.
      She starts up the front walk and stops.
                                 NORA
                What happened?
                              TILLEY
                The I.R.S... they need my
                furniture. They got some living
                room somewhere in this country
                that needs to be furnished.
                              NORA
                They're taking the furniture?

                              TILLEY
                The furniture, the whole house.
                They locked it up... they
                confiscated it.
                              NORA
                       (yelling up to him
                        on the porch)
                What do you expect? You expect
                to get some preferential treatment
                ... you're some special case?
                You've got to pay your taxes just
                like everybody else has to pay
                their taxes!
      Tilley shrugs.
                              NORA
                How many arguments did we used to
                have about filing your taxes?

                              TILLEY
                We had a lot of arguments.
      Nora starts toward him.     Tilley sits on the steps.
                              NORA
                       (as she sits beside him)
                There's a responsibility that
                you've got to have. It's a long
                way from high school, Tilley.
                               TILLEY
                I  was doing pretty good there for
                a  while... doing pretty good. Had
                my  house, had a wife, a Cadillac...
                I  still got my Cadillac.
                                                    (CONTINUED)

                                                                128.
130   CONTINUED:   (2)                                              130
                              NORA
                Where are you gonna sleep?
                              TILLEY
                I'll stay at Sam's for a couple
                of days until I get set up.
                       (beat)
                What're you doing here, anyway?
                              NORA
                There's just a couple of things
                you didn't throw out of the house
                ... a couple of things I didn't
                find in the drawer.

                              TILLEY
                I don't know... I did a pretty
                good house cleaning number on you.
                              NORA
                Listen, about the divorce. Do you
                want to file, or should I file?
                              TILLEY
                I got to be frank with you, this
                guy is nuts.
                              NORA
                He told me all about it... all
                about how you threw eggs at him.
                              TILLEY
                He told you it was about eggs?
                The guy tried to break into my
                house. He tried to steal things
                from me.

                              NORA
                He was trying to find me.    We had
                an argument.
                              TILLEY
                I think you'd be making a big
                mistake if you married him.
                              NORA
                It's not for you to make decisions
                for me.
                              TILLEY
                I think maybe I should, because I
                think you're being misled... I
                think you're confused. I think...
                                                      (CONTINUED)

                                                              129.
130   CONTINUED:   (3)                                            130
                              NORA
                       (interrupting him)
                I know what I'm doing.
                               TILLEY
                        (interrupting Nora)
                Nora, listen to me. I know about
                guys...
                              NORA
                       (cutting him off)
                I appreciate your concern, but
                it's not for you...
                              TILLEY
                       (interrupting her)
                But this guy is as bad a choice
                as you could make. Bad choice.
                              NORA
                You're a good one to give advice...
                you're sitting on the steps,
                locked out of your house because
                you can't pay your taxes, and
                you're going to give me advice on
                life?
                              TILLEY
                I'm not giving you a divorce, and
                that's it. I'm looking out for
                your welfare. No divorce.
      Nora looks at him, starts to say something, then stands
      up and walks down the steps of the house toward her car.
                              TILLEY
                       (yelling to her)
                It's for your own benefit, and
                you'll thank me for it.
      Nora turns toward Tilley and suddenly snaps.
                              NORA
                My benefit! You don't give a
                damn about me! You don't give
                a damn who I marry. The reason
                you don't want me to marry is
                because he's the one taking your
                wife, and you've got your own
                problems with him.
                              (MORE)
                                                    (CONTINUED)

                                                              130.
130   CONTINUED:   (4)                                            130
                              NORA (CONT'D)
                You don't care about me... it's
                the same bullshit you're doing.
                That's what it always is with you,
                Tilley. It's always you! The
                I.R.S. took your house... your
                furniture! You don't say anything
                about my things in the house.
                I've got things in the house I
                worked damn hard for, and things
                that belonged to my family... the
                headboard that was given to me by
                Aunt Josephine, it's got to be at
                least a hundred years old... and
                the hand-embroidered footstool...

                              TILLEY
                What footstool?
                              NORA
                The hand-embroidered footstool
                over by the TV.
                              TILLEY
                I don't remember seeing that.
                              NORA
                It's been there forever... it was
                my granny's.
                               TILLEY
                It's been there forever?   I've
                never seen it.
                              NORA
                You've never seen it!? You've
                never seen it!? You put your feet
                on it to watch TV... the
                hand-embroidered footstool.
                              TILLEY
                I don't know what you're talking
                about. I never put my feet up to
                watch TV.
                              NORA
                That's the way you are, Tilley, it
                doesn't mean anything to you. You
                don't care if they take it all
                away. It's all you, Tilley!
                That's the way it's always been.
                                                    (CONTINUED)

                                                              131.
130   CONTINUED:   (5)                                            130
      She stands there for a moment, then turns back to her
      car, gets in, slams the door and drives off. Tilley
      stands on the front steps with a puzzled look on his
      face.
                              TILLEY
                Hand-embroidered footstool?
      He walks over to his car, gets in and STARTS the ENGINE...
      shaking his head in disbelief.
                                                   CUT TO:

131   EXT. SUPERIOR ALUMINUM BUILDING - NIGHT                     131

      BB drives up to the building in his Cadillac, the pas-
      senger door opens and Stanley gets out.
                               STANLEY
                Thanks for the lift back, BB.
                See ya around.
                                 BB (O.S.)
                Okay, Stanley.
      Stanley closes the car door and BB drives off. Stanley
      watches BB's car turn the bend, and then he goes toward
      the office door.
                                                   CUT TO:

132   INT. SUPERIOR ALUMINUM OFFICE - NIGHT                       132
      Stanley is standing at the filing cabinet going through
      files. He takes some files and puts them to one side.
      Then, satisfied that he's got everything he needs, he
      picks up the files and turns to leave. BB is standing
      at the door watching him.
                              BB
                You know something, Stanley, I
                can always smell a guy who's not
                made of tin.
      He walks over to Stanley.
                              BB
                It's against the law to steal
                files. I could call and have
                you arrested and sent to jail,
                right now.
                                                   (CONTINUED)

                                                            132.
132   CONTINUED:                                            132
                              STANLEY
                I'll put everything back, nobody's
                the wiser.
                              BB
                You work for the Commission, is
                that it?
      Stan nods "yes."
                              BB
                Doesn't the Commission have
                enough information? They got to
                send out guys like you to spy?

                              STANLEY
                Well, we just started out, and if
                we had some really good hard facts
                of some infractions, it would give
                us a lot of credibility in the
                community.
      BB walks closer to Stanley, looks at him for a second,
      grabs him by his tie and pushes him backwards. Stanley
      crashes into the filing cabinet.
                              BB
                You know what your big problem
                is, Stanley? You're lazy. If
                you want to find out stuff, then
                you dig... you get on the phone...
                you canvas... 'We're from the
                Home Improvement Commission...'
                Go find your leads... that's what
                we do all the time. You're just
                lazy, Stanley. If we're doing
                something wrong, you should
                collect all your evidence.
                Instead, you snoop around...
                steal files. What is this?
                Undercover time? You think
                you're breaking up some big drug
                ring? Is this the Mafia you've
                infiltrated? All you've got here
                is a bunch of guys selling tin
                for Christ sake!
                       (beat)
                You want some files?
      He walks over to the filing cabinet, flips through some
      files and pulls out three files. Stanley has gotten up
      from the floor. BB throws the files down on the desk.
                                                  (CONTINUED)

                                                                133.
132   CONTINUED:   (2)                                              132
                              BB
                Here... here's some jobs I did.
                Leave Moe out of this... he quit
                the business.
      Stanley gathers up the files from the desk.
                              BB
                Go on, get out of here.
      Stanley starts for the door, and turns back.
                              STANLEY
                Why are you doing this?

                                 BB
                If it's    not gonna be you, it's
                gonna be    somebody else... and if
                it's not    tonight, it's gonna be
                another    time.
      Stanley exits the office. BB picks up the files that
      Stanley had taken out of the filing cabinet, and starts
      to put them back. Then he slams the filing drawers
      closed very hard.
                                                      CUT TO:

133   INT. BB'S HOUSE - BEDROOM - NIGHT                             133
      BB and Nora are in bed together.
                                 NORA
                Maybe if I    talked to him another
                day he'll    change his mind. I
                mean, he's    like that... one day,
                he's this    way and another day he's
                that way.
                              BB
                You don't need to talk to him.
                              NORA
                I mean, he's probably, you know,
                upset about the I.R.S. taking the
                house and all our stuff.
      After a beat.
                              BB
                Ever see a Volkswagen?
                                                      (CONTINUED)

                                                             134.
133   CONTINUED:                                             133
                              NORA
                What?
                              BB
                You know, those little Volkswagens.
                              NORA
                What does that mean?
                              BB
                It's a car... a little car.
                              NORA
                What does that have to do with
                anything?

                              BB
                I dunno... they're interesting.
                              NORA
                What?
                              BB
                It's interesting.
                              NORA
                What's so interesting about a car?
                              BB
                I dunno. It's a little thing...
                you know, a little thing. Guy
                tells me they don't even have
                radiators... they're air-cooled.
                              NORA
                Yeah?

                              BB
                It's interesting... different...
                something new. I like it.
                                                   CUT TO:

134   INT. GIBRALTAR ALUMINUM SIDING OFFICE IN POOL HALL           134
      Wing is standing up at the blackboard chalking out
      schedules and sales. Tilley stands back and looks at
      the board, seeing his name up with Mouse.
                                                   (CONTINUED)

                                                             135.
134   CONTINUED:                                             134
                              TILLEY
                       (to Wing)
                Tilley and Mouse. It looks weird,
                doesn't it? Looks very weird.
                              WING
                Let's hope you have some better
                luck with Mouse.
                                                   CUT TO:

135   INT. POOL HALL                                               135
      The pool hall  is fairly unlit, except for the slight
      shaft of light  falling over several tables. Gil is play-
      ing pool with  another tin man. Mouse, Sam, and three or
      four other tin  men are playing pool.

      ANGLE ON STAIRS TO POOL HALL
      BB comes down the stairs into the pool hall.

      ANGLE ON GIL
      He stops playing pool.
                              GIL
                       (under his breath)
                Mr. Marengay.
      He goes over to the office door, opens it and yells to
      Tilley.

                              GIL
                Hey, Tilley... Mr. Marengay's
                out here.
      Tilley comes out of the office and stands looking at BB.
                              BB
                Can I talk to you in private, or
                do I have to talk to you over
                fourteen pool tables?
      Tilley moves down the hall toward BB.
                                                   (CONTINUED)

                                                              136.
135   CONTINUED:                                              135
                              BB
                We've got enough that's going
                down between the two of us, but
                the fact of the matter is that I
                love your wife, and I want to
                marry her.
                              TILLEY
                I don't care who she marries,
                but I don't want her marrying
                you!
                              BB
                Why don't we just talk about
                this in a nice, rational manner.

                               TILLEY
                Rational?   You're going to be
                rational?
                              BB
                We've got our problems, but let's
                try and isolate this particular
                situation.
                              TILLEY
                Isolate... isolate... I like this
                kind of talk. What the hell
                nonsense is that?
                              BB
                What are you gonna gain from this
                thing here?
                               TILLEY
                Now let me see here... I've got
                to isolate that for a moment and
                think it over.
                               BB
                Nobody's going to benefit from
                making me mad.
                              TILLEY
                You ought to hear yourself. You
                know that? You ought to listen
                to the way you talk. You come
                in here, you want to take my wife
                ... you want to isolate this
                situation... you want to be
                rational. I've got no tolerance
                for you, mister. You know what
                I'm saying?
                                                    (CONTINUED)

                                                              137.
135   CONTINUED:   (2)                                             135
                              BB
                What you're saying is you don't
                want to discuss this, am I
                right?
                               TILLEY
                       (after a beat)
                You like pool?
      The other tin men move closer to Tilley and BB, crowding
      in.
                              BB
                I enjoy the game.

                               TILLEY
                Why don't we play a little  game
                of eight ball? If I lose,   I
                consent to the divorce...  if you
                lose, you give Nora up...  walk
                away from her.
      BB stares at Tilley; Tilley eyes BB.
                              BB
                       (quietly)
                Rack 'em.
                                                    HARD CUT TO:

      TIGHT SHOT OF CUE BALL
      hitting the balls on the break. A seven ball drops into
      the pocket. CAMERA PANS TO BB who has a smile on his
      face at the successful break he just made. He quickly
      moves around the table, lines up a shot and sinks the
      ball. Tilley looks a little concerned. BB moves around
      the table quickly, confidently. He lines up another
      shot. He carefully strokes the pool cue between his
      fingers, hits the ball, and sinks the shot. He moves
      around the table -- he has a particularly complicated
      shot.
                              BB
                Combination... side pocket.
      The tin men react.   BB hits the ball and sinks it.
                               BB
                That's four.
                                                    (CONTINUED)

                                                              138.
135   CONTINUED:    (3)                                             135
      He quickly surveys the     table and sees his next shot. He
      hits the ball, it goes     toward the pocket, but bounces
      back slightly, missing     the pocket. Tilley quickly goes
      to work. He sinks his      first shot... his second. He
      makes a difficult shot.
                                  TILLEY
                  Yes, sir!    Yes, sir!
      Tilley    keeps moving around the table, sinking one ball
      after    the other. He's enthusiastic, excited and confi-
      dent.     He sinks another ball, and another. He sinks
      every    ball, then he eyes the eight ball for the coup de
      grace.

                                BB
                         (trying to shake
                          Tilley)
                  You make this one here, and you
                  win.
                                TILLEY
                  Don't I know it... don't I know
                  it!
      He shoots. The eight ball heads for the pocket and
      doesn't make it. It hangs up on the felt about two feet
      from the pocket.
                                  BB
                  Bad break.
      BB quickly goes to work... sinks every one of his balls.
      He eyes the eight ball carefully. Tilley's nervous. A
      couple of the tin men make private side bets whether the
      ball goes or doesn't. BB lines up the shot; he shoots,
      and it misses, hanging up on the lip of the pocket.
                                  TILLEY
                  Tough break.
      Tilley quickly moves and sinks the eight ball.
                                  TILLEY
                  You lose.
                                BB
                  Yeah... that puts an end to one
                  of our differences. Now,
                  concerning you...
                                  TILLEY
                  Yeah?
                                                    (CONTINUED)

                                                               139.
135   CONTINUED:   (4)                                             135
                              BB
                I'm gonna beat the crap out of
                you. You want it here or do you
                want it outside?
                                TILLEY
                Outside.
      BB turns his back on Tilley to move toward the door.
      Tilley swings with all his might and hits BB in the     back
      of the head. BB almost falls to the ground. Tilley       goes
      to hit him again. BB hits him in the face, knocking      him
      back. Tilley falls back... BB starts to move toward      him.
      The tin men move in.

                              TILLEY
                Stay out of this... this is
                between the two of us.
      BB gets to his feet... the two guys eye one another,
      moving. BB quickly moves with incredible cat-like speed
      with four hits into the stomach, really fast, and one hit
      to Tilley's head. Tilley falls into the rack of pool
      cues, they all fall to the ground. BB goes to jump on
      Tilley. He slips on one of the pool cues and falls to
      the ground.

      ANGLE ON DOOR TO OFFICE
      Wing is standing watching the fight.    He looks disgusted
      ... shakes his head.

      BACK TO TILLEY AND BB

      Tilley moves toward BB. BB hits him hard in the stomach
      again. Tilley keeps coming at BB. He rams him and
      knocks him to the ground. Tilley pushes BB's head onto
      the ground, trying to hit it against the floor. BB gets
      a hand free and hits Tilley hard in the side of the
      head. The tin men have seen enough and jump in and pull
      Tilley and BB apart. AD LIBS: "That's enough, you guys"
      ... "Come on, break it up." BB and Tilley stand up.
      BB brushes his suit down with his hand.
                              BB
                I think our business is finished.
      Tilley just stands watching BB.    BB walks up the steps
      of the pool hall and exits.
                                                    CUT TO:

                                                              140.
136   EXT. INDUSTRIAL ESTATE AREA - DAY                             136
      BB drives up to the front of the Superior Aluminum
      Siding building. He stops the car and gets out. He is
      fairly disheveled and has a bruise on his cheek. He
      walks up to the entrance of the building.
                                                    CUT TO:

137   INT. SUPERIOR ALUMINUM SIDING OFFICE - DAY              137
      Three or four GIRLS are on the phones canvassing for
      sales.
                              GIRL #1
                ... Improves the insulation...

                              GIRL #2
                ... We'll have a representative
                in your area...
      Carly, Cheese and Looney are sitting around a desk drink-
      ing coffee.
                              LOONEY
                ... Danny's an example of that.
                Danny goes into a bar, chicks
                lined up and down the bar. Walks
                up to one and says, 'Honey, would
                you like to fuck?' She'd slap
                him in the face. He'd move down
                to the next girl, say the same
                thing... she'd slap him. Then
                he'd just keep moving down, going
                from one girl to the other.
                Fifteen, maybe sixteen girls
                would tell him to get lost... to
                get the hell out of there...
      BB enters, says "hi" to the Girls, moves to get a
      coffee.
                              LOONEY
                ... Call him names... but he
                doesn't take it personal, you see
                ... he keeps going, and then the
                next girl smiles. He says, 'Why
                don't you buy me a drink'... he
                scores. Every time. He goes
                through a lot of girls, takes a
                lot of slaps in the face, but he
                never takes it personally...
      BB moves over to the guys.
                                                    (CONTINUED)

                                                             141.
137   CONTINUED:                                             137
                              LOONEY
                ... And he always gets what he
                wants.
      Looney looks up and sees BB's face.
                              LOONEY
                Hey, Beeb. What happened to you?
                That broad beat the shit out of
                you?
      BB smiles.
                              LOONEY
                I think you must enjoy these
                masochistic relationships.
                Smashes your car... punches
                you in the face...
      Bagel walks out of his office and across to NICK, a tin
      man sitting at a desk across from Looney. He hands Nick
      a file.
                              LOONEY
                       (to Bagel)
                Bagel, you ought to get a load
                of this broad Beeb's messing
                with.
                               BAGEL
                       (looking over
                        to BB)
                Looks a little too romantic for
                me.
      He walks back to his office.

                              CHEESE
                You know who's no longer married
                to who?
                              CARLY
                Well, we ought to know. There's
                like a million fucking people
                living in Baltimore. How many
                guesses do we get?
      (NOTE: The following action and dialogue will run
      concurrently.)
                                                   (CONTINUED)

                                                              142.
137   CONTINUED:   (2)                                            137

                CHEESE                 A MAN comes into the
        It's not that hard if you      office from outside.
        think about it.                He's carrying an envelope.
                                       He approaches Nick, who is
                LOONEY                 closest to the door.
        Ruby and Joe.
                                               MAN
                 CHEESE                I have a certified letter
        No, but they're friends        here for William Babowski.
        of them.
                                               NICK
                LOONEY                     (points to BB)
        Friends of them...             The guy over there.

                CARLY                  The Man approaches BB who
        Ed and Ethel?                  is standing back from the
                                       group a little.
                CHEESE
        Ed and Ethel aren't that               MAN
        friendly with Ruby and Joe.    William Babowski?
                CARLY                          BB
        What are you talking about?    Yeah.
        I went to a party, not two
        weeks ago at Ed and Ethel's,            MAN
        and they invited Ruby and      I have a certified letter
        Joe over.                      for you.
                CHEESE                 BB takes the letter.
        It doesn't mean they're
        friendly because they're               MAN
        invited to a party. They're        (hands BB a piece
        friendly, but not that              of paper)
        friendly. Couple I'm           Would you please sign.
        thinking about were very,
        very tight with Ruby and       BB picks up a pen and
        Joe.                           signs the paper.
                LOONEY                         MAN
        Do we have any money bet       Thank you.
        on this, because otherwise
        we could be thinking and       He turns and exits the
        not gaining anything from      office. BB looks at the
        this discussion.               envelope, opens it and
                                       pulls out a summons. He
                CARLY                  reads it: "You are
        Frank and Vivien?              summoned to appear before
                                       the Home Improvement
                LOONEY                 Commission at 9:30 A.M.
        Frank and Vivien broke up?     on Wednesday, April 6,
                                       1963."
                                               (CONTINUED)

                                                            143.
137   CONTINUED:   (3)                                          137
                CARLY                BB smiles and walks over
        I don't know... I'm just     to Bagel who is standing
        making names up for Christ   outside of his office
        sake.                        looking through some files.
                                     BB hands him the summons --
                CHEESE               Bagel looks at it.
        They did break up, but
        that's not who I was                 BAGEL
        thinking about.              Jesus Christ! I think
                                     you should take some
                LOONEY               legal counsel, Double B.
        I'd like to call on
        Vivien... she's one hot              BB
        broad.                       Not necessary.

                CARLY                        BAGEL
        Then why don't you call      Better to err on the safe
        her?                         side.
                LOONEY                       BB
        I stood her up in high       I'd rather handle it
        school... she's hated me     myself.
        for nearly fifteen years.
                                             BAGEL
                CHEESE               Want me to find out what
        You stood up Vivien          they've got against you?
        Marshall? Are you an         I know a clerk down there.
        idiot! What an idiot.        For a price I could get
                                     the inside scoop. These
                LOONEY               guys are just fishing
        I stood her up for Denise,   right now.
        who happened to have been
        my wife. So, yes, I was      BB just shakes his head
        an idiot. If I knew then     "no." Bagel looks at
        what I know now...           him.

                CARLY                        BAGEL
        What was your ex-wife's      You okay, Double B?
        maiden name?
                                             BB
                 LOONEY              Yeah... yeah.
        Essex.
                                             BAGEL
                CARLY                Because ever since Moe
        Denise Essex. Did she have   went down you seem a
        a sister named Wilma?        little off your feed
                                     to me.
                 LOONEY
        Yeah.                                BB
                                     Thanks for the concern,
                CARLY                Bagel, but I'll be all
        You're kidding me.           right.
                                             (CONTINUED)

                                                             144.
137   CONTINUED:   (4)                                           137
                CHEESE                  BB puts the summons into
        What does this have to do       his breast pocket and
        with the couple who broke       exits the office.
        up?
                CARLY
        We'll get to that once we've
        discussed Wilma... they'll
        still be broken up... we'll
        get to that in a minute.
                LOONEY
        How do you know Wilma?
                                                   CUT TO:


138   EXT. PIMLICO BAR/RESTAURANT - NIGHT                        138
      Tilley drives into the parking lot of the Pimlico -- he
      heads for a dark corner of the lot where about eight cars
      are parked. As he's about to park his car, he sees Wing
      talking to Masters in the car next to his. Tilley's a
      bit confused, stays in his car watching them. After a
      couple of beats, Wing gets out of the car and heads for
      the Pimlico. Masters drives off. Tilley gets out of
      his car and catches up to Wing.
                              TILLEY
                Hey, Wing, isn't that the putz
                from the Commission?
      Points to car driving out of parking lot.
                               WING
                Masters?   Yeah.

                              TILLEY
                What the hell's he doing hanging
                around here?
                              WING
                He wants information.
                              TILLEY
                I nailed his ass the other day,
                Wing. Can't lay a finger on me.
                I was amazing, you should have
                been there. I was amazing... I
                was respectful, courteous, but I
                was slipping and sliding... they
                couldn't touch me.
                                                   (CONTINUED)

                                                             145.
138   CONTINUED:                                             138
                              WING
                I got a real problem, Tilley.
                Come inside, I'll buy you a drink.
                                                   CUT TO:

139   INT. PIMLICO BAR - NIGHT                               139
      Tilley and Wing are sitting at a table. The pianist is
      playing, and people are sitting around the piano joining
      in with the song.
                              TILLEY
                You're gonna sell me out to the
                Commission? Wing, am I hearing
                this right?
                              WING
                I'm up front with you about this...
                I'm up front with ya, Tilley.
                I've got my balls in a vice...
                what am I gonna do?
                              TILLEY
                Is this about the money I owe
                you? Are you just pissed? You
                want to get even because of the
                horse race? I told ya it was an
                accident.
                              WING
                Tilley, it's got nothing to do
                with the money.
                              TILLEY
                You're selling me out? You're
                gonna let them bury me? Jesus
                Christ, Wing... Jesus Christ!
                I'm not gonna be able to work in
                this business? Wing, this was
                my chosen field!
                              WING
                Masters was gonna take this
                company apart. You're the low man
                on the totem pole, Tilley. There's
                a lot of guys earning a good
                living... no sense for it all to
                go up in smoke. You understand,
                don't you, Tilley? It's just
                business.
                                                   (CONTINUED)

                                                             146.
139   CONTINUED:                                             139
                                TILLEY
                Jesus Christ!
                              WING
                Listen, Tilley, you owe me sixteen
                plus from the race, and you're in
                for over two grand on the books,
                so I tell you what... I'll wipe
                the slate clean.
      He takes out his wallet from his pocket, and peels off
      a few notes.
                              WING
                Here's a thou until you get
                yourself set up. I can do no
                better than that.
                               TILLEY
                       (looking at the
                        money)
                You'd sell me out for a lousy
                three thousand dollars? Three
                thousand dollars and I got to go
                down the toilet? Jesus Christ,
                Wing, how long the two of us
                been busting our asses together
                ... Jesus Christ! We got some
                history to this relationship for
                Christ sake. Masters puts a
                little squeeze on you, you just
                sell out. Three thousand
                dollars?!
                              WING
                The bottom line is, I'm running
                a business, Tilley.
                       (he peels off another
                        couple of hundred
                        dollars from his
                        wallet)
                Here's another deuce. I carried
                you a long time, Tilley. I've
                done a damn sight more than a
                lot of other guys would have
                done for you... and I don't
                see no gratitude from you.
      He gets up to leave.
                                                   (CONTINUED)

                                                             147.
139   CONTINUED:    (2)                                          139
                              WING
                You can finish up whenever you
                like.
                       (throws a few
                        dollars on
                        the table)
                I'm sorry, Tilley. That's the
                way of the world.
      He pats Tilley on the back and walks away.
                                                   CUT TO:

140   EXT. VACANT PARKING LOT - NIGHT                            140

      Tilley's Cadillac drives into the lot which overlooks
      the harbor. We see the harbor city lights surrounding
      the lot.
                                                   CUT TO:

141   INT. TILLEY'S CADILLAC - NIGHT                             141
      The RADIO is playing. Tilley stops the car, turns off
      the lights, but leaves the radio playing. He leans in-
      to the back of the car and takes a pillow off the back
      seat. He props the cushion up against the passenger
      side, and lies down, looking up to the roof of the car.
                                                   CUT TO:

142   EXT. CADILLAC IN PARKING LOT - LONG SHOT - NIGHT           142

      of the car sitting in the deserted lot.
                                                   FADE TO BLACK.
      FADE UP ON:

143   INT. BB'S APARTMENT - KITCHEN - EGGS - DAY                 143
      being fried in a frying pan on a stove.
                              NORA (O.S.)
                       (yelling)
                Bill! Better hurry up,
                everything's ready.
                                                   (CONTINUED)

                                                              148.
143   CONTINUED:                                              143
      ANOTHER ANGLE
      Eggs being slipped onto a plate with some bacon and
      hash browns.

      ANOTHER ANGLE
      BB comes into the kitchen of his apartment.    He is
      tying his tie. WIDEN SHOT to include Nora.
                              NORA
                I can't believe that you're up
                so early. This is a rare occasion.

                              BB
                Yeah. I just got some business
                downtown I gotta take care of.
      He stands there watching Nora as she prepares the plates
      of food.
                              NORA
                Toast will be ready in a second.
                Coffee's on the table.
      He continues to stand watching her -- she's not aware
      that he's watching her. She waits for the toast to pop
      up out of the toaster.
                              BB
                Listen, Nora. I... um... I... er
                ... lied to you the other day.
      Nora is still waiting for the toast, looking inside the
      toaster to see if it's getting brown.

                              NORA
                How so?
                              BB
                I went to see Tilley about the
                divorce.
      She turns to look at him.
                              BB
                He was not too agreeable, and
                one thing led to another, and we
                decided to shoot some pool to
                settle the matter.
                              NORA
                What?!
                                                    (CONTINUED)

                                                            149.
143   CONTINUED:   (2)                                          143
      The toast pops up -- she ignores it.
                              BB
                We played pool. If I won he'd
                give you up, if I lost I'd give
                you up.
                              NORA
                You played pool for me?
                              BB
                Nora, I had no choice.
                              NORA
                It's the most despicable thing
                I've ever heard in my life. I
                mean, it's disgusting... guys
                shooting pool to determine my
                future.
                              BB
                Nora, I had no choice!
                       (beat)
                Hand me the toast.
                              NORA
                Get the toast yourself.
      BB takes the toast out of the toaster.
                              BB
                I'm just trying to be honest.
                It's been on my mind... on my
                conscience.
      He picks up a plate.

                              BB
                This plate yours or mine?
                              NORA
                Why don't you take both...
                maybe you can choke to death
                on one of them.
      BB takes one of the plates and goes toward the table.
      Nora watches him a beat, amazed that he doesn't seem to
      recognize the seriousness of the situation.
                                                  (CONTINUED)

                                                                  150.
143   CONTINUED:   (3)                                                143
                               NORA
                       (angry)
                How can you be so... how     can you
                not understand how wrong     that is?
                I can't understand that     mentality!
                Shoot pool for me! It's      insane.
      BB dips his toast into his eggs.
                              BB
                Tilley is not the     most rational
                man in this world.      I tried to
                talk to him... he     wouldn't
                listen. So, what      are my options?
                You know what I'm     saying? What
                are my options?
                              NORA
                I can't believe you had to shoot
                pool! Don't you understand that
                ... don't you understand how
                crazy that is? You're sitting
                there... you're eating your eggs
                as if it's normal business in
                life here! Like feudal lords or
                something you used to read about
                in history books.
                              BB
                All right, I'm sorry.
      Beat.
                                 NORA
                What happened?

                                 BB
                I lost.
      He dips more toast into his eggs and eats.
                                 NORA
                You lost?
                              BB
                I blew the eight ball.
                                 NORA
                You lost?
                                 BB
                Yeah.
                                                        (CONTINUED)

                                                              151.
143   CONTINUED:   (4)                                            143
                              NORA
                What does that mean?
                              BB
                It means I'm supposed to give
                you up, and I'm never supposed
                to see you again.
                              NORA
                Will you stop eating the eggs for
                a minute! How can you tell me
                things like this and casually eat
                your eggs?! What does this mean,
                Bill?

                              BB
                Well, I'm supposed to give you
                up as part of honoring that
                agreement, but I'm not that
                honorable a guy.
      He smiles, takes a quick sip of his coffee.
                              BB
                I gotta go.
                              NORA
                Why are you running off so fast
                here?
                              BB
                I told you, I got some business
                downtown.
      He gives her a kiss. Starts to go, turns back, gives
      her another kiss, more passionate this time.

                              BB
                I'll see you later.
      He goes down the hall to walk out the front door.

144   EXT. BB'S APARTMENT - FRONT DOOR - DAY                      144
      Nora walks behind him, stands and watches him go out the
      door and down the front steps. He gets into his car and
      drives off. Nora stands at the door watching the car
      drive away.
                                                    CUT TO:

                                                                152.
145   EXT. DOWNTOWN STREET - DAY                                    145
      Tilley pulls his Cadillac into a parking space just a
      little up the street from the tobacco warehouse which
      houses the Home Improvement Commission. He gets out
      of his car, locks the door and starts down the street.
      BB's car drives past Tilley. CAMERA FOLLOWS BB's car
      as he pulls into a parking space close to the Commission
      building.
                                                      CUT TO:

146   INT. TOBACCO WAREHOUSE - DAY                                  146
      Corridor off the main hearing room. The hearing is not
      yet in session. Tilley sits on a bench against a wall.
      He glances up, his eyes drop and then he looks ACROSS
      CAMERA. CAMERA PANS TO the opposite side of the corri-
      dor where BB sits on another bench against a wall. BB
      glances off at Tilley and then drops his eyes. CAMERA
      PANS BACK TO Tilley. A few beats go by. Both men are
      uncomfortable with one another's presence.
                              TILLEY
                       (finally, to BB)
                You gotta testify, huh?
                              BB
                You?
                              TILLEY
                Yeah.
                              BB
                You got a lawyer?
                              TILLEY
                Nah. I already testified once.
                I beat 'em before, I'll beat 'em
                again.
                       (beat)
                You got a high-priced mouthpiece
                to speak for ya?
                              BB
                I don't need one.    I don't expect
                to win.
                              TILLEY
                How so?
                              BB
                I gave them some pretty
                incriminating evidence.
                                                      (CONTINUED)

                                                              153.
146   CONTINUED:                                              146
                              TILLEY
                You gave them evidence?
                              BB
                The only way I could think to get
                out of this business.
      He smiles.
                              TILLEY
                       (points, laughing)
                Hey, that's good... that's good,
                yeah.
      There's activity in the hallway.

                              VOICE (O.S.)
                The hearing for the Home Improvement
                Commission is now in session.
      Tilley stands.
                               TILLEY
                       (to BB)
                So... how's Nora?
                              BB
                She's doin' all right.
      A MAN comes out of the hearing room.
                                 MAN
                Ernest Tilley?
                              TILLEY
                Yeah... here.
                       (turns to BB)
                Take good care of her.
                                                    CUT TO:

147   INT. TOBACCO WAREHOUSE - LONG SHOT OF HEARING ROOM - DAY 147
      of the Home Improvement Commission. Five  or six
      commissioners are behind a long table, led by John
      Masters, there is a gallery of observers, and Tilley
      sits at the defense table across from the commissioners.
                              MASTERS
                       (into microphone)
                Are you aware that that's a
                violation of sections 258 and
                261?
                                                    (CONTINUED)

                                                                  154.
147   CONTINUED:                                                  147
                                TILLEY
                  I'm not aware of the section
                  numbers. Sometimes you get a
                  little overzealous in the heat of
                  the sales pitch, that's all.
      BB is watching the proceedings.      CAMERA HOLDS ON him.
                                MASTERS (O.S.)
                  Was it the heat of the sales pitch
                  on February 23rd of this year that
                  made you write across a contract
                  'This Job Is Free'?


      ON TILLEY
      who is falling apart.
                                TILLEY
                  As I remember, no sale was made
                  concerning those customers.
                                MASTERS
                  It fell out because a loan couldn't
                  be arranged, but the people did
                  agree in principle.
                         (beat)
                  The point that we'd like to stress,
                  is that you misled these people.
                  Told them the job was free. Then
                  you sent in your closer with some
                  cover story about how you had
                  suffered a nervous breakdown, and
                  a sale was ultimately made for
                  twenty-three hundred and seventy-
                  seven dollars. That is misleading
                  and deceptive sales practice.
                                   TILLEY
                  It was    temporary insanity. I
                  don't    know... it just came over me
                  ... it    might have been something
                  I ate.     I don't know... it was
                  crazy,    I'm the first to admit it
                  was a    crazy thing to do. Believe
                  me...
                                                      (CONTINUED)

                                                              155.
147   CONTINUED:   (2)                                            147
                              MASTERS
                       (cutting him off)
                We have other specific examples of
                deceptive sales practices on your
                behalf concerning a job carried
                out on December 11, 1962. You
                violated sections 241 and 247.
                And concerning a job sold to Mr.
                and Mrs. DeFranco on October 9,
                1962, violations of sections 251
                and 257 took place.
                              TILLEY
                What are all these numbers here?
                I'm not familiar with all these
                section violations.

      ON BB
      who is watching the proceedings intently.
                              MASTERS (O.S.)
                It is the feeling of this commission
                that these infractions are severe
                violations of the Home Improvement
                Laws, and therefore constitute
                misuse of the license to sell
                aluminum siding as approved by this
                state.

      CAMERA ON MASTERS
                              MASTERS
                It is the decision of this
                commission to revoke your license
                to sell aluminum siding...

      CAMERA ON TILLEY
      He's not very happy.
                              MASTERS (O.S.)
                ... Which will prohibit you from
                practicing in the state of
                Maryland.
                              TILLEY
                Are you sure? Maybe the guys
                want to think this over.
                                                    (CONTINUED)

                                                             156.
147   CONTINUED:   (3)                                           147
      BACK TO MASTERS
                              MASTERS
                Thank you, Mr. Tilley. You may
                hand over your license to the
                clerk of the commission on your
                way out.

      TILLEY
      gets up from the table and goes to the back of the room
      to exit the building. He stops at a desk just inside
      the door where the clerk is sitting. Tilley pulls out
      his wallet, takes out a small document, and throws it
      down on the desk. He exits the building.
                                                   CUT TO:

148   INT. TOBACCO WAREHOUSE - DAY                               148
      Same as before, except now we see Stanley enter and sit
      amongst the observers.

      ANGLE ON MASTERS
                              MASTERS
                Will Mr. William Babowski please
                come forward.
      BB walks over to the defense table and sits down.
                              MASTERS
                You have the right to have a
                lawyer present if you so wish.
                                 BB
                I do not wish.
                                                   CUT TO:

149   EXT. TOBACCO WAREHOUSE - DAY                               149
      Tilley walks down the street toward his car. Suddenly
      he realizes that there's an empty space and his car is
      gone. Tilley's a little confused, thinking that perhaps
      he parked elsewhere. A YOUNG BLACK KID walks up to
      Tilley.
                                                   (CONTINUED)

                                                                 157.
149   CONTINUED:                                                 149
                              KID
                Did you have a car parked here?
                A Cadillac?
                               TILLEY
                Yeah.   What about it?
                              KID
                A man told me to say they took it.
                               TILLEY
                Who took it?
                              KID
                Man said, the tax man.     Gave me a
                dollar to tell you so.
      Tilley walks over and stands in the empty space where
      his car had been.
                             TILLEY
                Tax man! Fucking I.R.S. How low
                can you get? How low can you get?
      He walks around in the space as if somehow his car might
      reappear. He mumbles to himself.
                              TILLEY
                They're lowlife. How can people
                come and take a man's car?... His
                Cadillac?
                                                       CUT TO:

150   INT. TOBACCO WAREHOUSE - DAY                                     150

      The hearing is continuing with BB at the defense table,
      and Stanley watching.
                              MASTERS
                I think with the number of
                violations on your record, Mr.
                Babowski, this commission has no
                recourse but to revoke your state
                license.

      CAMERA ON STANLEY
                              MASTERS    (O.S.)
                Would you please drop    off your
                license with the clerk    of the
                commission on your way    out.
                                                       (CONTINUED)

                                                             158.
150   CONTINUED:                                             150
      BB
                              BB
                       (leaning into the
                        microphone)
                Thank you.
      BB gets up and walks to the back of the  room. He stops
      at the same desk as Tilley, but instead  of going into
      his wallet like Tilley, he just reaches  into his suit
      pocket, pulls out a license document and  tosses it onto
      the table. Then he heads out the door.
                                                   CUT TO:


151   EXT. TOBACCO WAREHOUSE - DAY                                 151
      BB walks down the street, making for his car. He sees
      Tilley still standing in the vacant parking space.
      Tilley sees BB. BB stops.
                              BB
                Sorry about your license.
                               TILLEY
                Yeah.   You in there?
                               BB
                Yeah.   They got my license as well.
                              TILLEY
                Sorry to hear it.
                              BB
                What are you doing standing there?

                              TILLEY
                This is where my car used to be.
                               BB
                Stolen?
                              TILLEY
                I.R.S. Fucking bandits! Bandits!
                Thieving sons of bitches!
      BB looks at Tilley for a beat.
                              BB
                You need a ride uptown?
                              TILLEY
                I could use one.
                                                   (CONTINUED)

                                                            159.
151   CONTINUED:                                            151
                                 BB
                Come on.
      They cross the street and go toward BB's Cadillac. BB
      gets in the driver's side, Tilley gets in the passenger
      side, and the car pulls out.
                                                  CUT TO:

152   INT. BB'S CADILLAC - DAY                              152
      BB's driving and Tilley's in the passenger seat.
                              TILLEY
                Some bullshit commission, huh?
                       (beat)
                Tell me, where's it written it the
                Constitution that says you can't
                hustle for money? Where's it
                written? It ain't like I went
                into an alley and hit a guy over
                the head with a brick and stole
                his money... not like I broke
                into somebody's house and stole
                his stuff. All I'm doing is
                selling... where's the crime in
                that?
                              BB
                I don't know what the world's
                coming to.
                              TILLEY
                You're telling me. I don't know
                what the world's coming to.

                                                  CUT TO:

153   INT. BB'S CADILLAC - LITTLE LATER                           153
      BB's still driving and Tilley's in the passenger seat.
                              BB
                You know what our big crime is?
                We're nickel and dime guys. We're
                small time hustlers.  They got us
                because we're hustling nickels and
                dimes.
                                                  (CONTINUED)

                                                              160.
153   CONTINUED:                                              153
                              TILLEY
                Nickels and dimes. You got a good
                point there, BB. You're right on
                the money with that kind of
                thinking.
      BB stops the car at a stop sign. Something catches BB's
      eye. THROUGH the windshield we see a Volkswagen "beetle"
      going from right to left.

      ANGLE ON BB
      as he watches the car.

                              BB
                Gotta find a new business to get
                into.
                              TILLEY
                New? Very hard to find something
                new to get into.
      BB puts his foot on the gas and starts to drive.
                              BB
                Maybe... maybe not.
                              TILLEY
                Better put on my thinking cap...
                not easy to think of something
                new.
                                                    CUT TO:


154   EXT. STREET - LONG TELEPHOTO SHOT OF CITY - DAY               154
      showing stacks of houses as the Cadillac drives away.
      A MacDonald golden arch is being put in place by a crane
      on the horizon line. It's almost as if it's a rainbow
      across the far side of town, and the Cadillac will drive
      through it.
                              BB (V.O.)
                Believe me, we'll find something.
                It's just a matter of time.
                              TILLEY (V.O.)
                Yeah... matter of time.
      Beat.
                                                    (CONTINUED)

                                                            161.
154   CONTINUED:                                            154
                              BB (V.O.)
                You know, I hear the new Cadillac's
                gonna be out in a couple of months.
                              TILLEY (V.O.)
                You're kidding?
                              BB (V.O.)
                Yeah... they're changing the body.
                I hear it's a beaut.
                              TILLEY (V.O.)
                Maybe I should put in my order now.
                              BB (V.O.)
                What're you talking about? You
                ain't got a pot to piss in.
                              TILLEY (V.O.)
                Give me the pot... I'll fill it.
                                                   FADE TO BLACK.




                                THE END