G O N E   I N   6 0   S E C O N D S

      by Scott Rosenberg

      4/6/99

      NOTE! THIS IS FOR EDUCATIONAL PURPOSES ONLY AND CANNOT BE PRODUCED,
      DISTRIBUTED, PERFORMED, ETC.

      --------------------------------------------------------------

      FADE IN:

      EXT. LONG BEACH STREET - LOWER GRAND - NIGHT

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

      A '67 SHELBY MUSTANG GT-500

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

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

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

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

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

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

      Memphis looks at him, still enthralled...

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

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

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

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

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

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

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

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

      Except that, from seemingly out of nowhere --

      A POLICE CAR

      appears behind them...

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

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

                              DONNY
                 Problem, Officer?

                              POLICEMAN
                 Yes. You're under arrest -- ?

                              DONNY
                 For running a stop sign?

                              POLICEMAN
                 For Grand Theft Auto -

      And off of Donny's look --

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

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

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

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

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

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

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

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

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

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

      EXT. LOWER GRAND - LATER

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

      A POLICE CAR pulls up ... And out steps

      DETECTIVE ROLAND CASTLEBECK

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

      Castlebeck goes to another cop - HAWKINGS..

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

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

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

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

                              DETECTIVE CASTLEBECK
                 I know you --

                              MEMPHIS
                 You know my back -

                              DETECTIVE CASTLEBECK
                 You want to come along quiet?

                              MEMPHIS
                 How's Atley -- ?

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

                              MEMPHIS
                 Let them go --

                              DETECTIVE CASTLEBECK
                 How's that?

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

                              DETECTIVE CASTLEBECK
                 You'll leave -- ?

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

                              DETECTIVE CASTLEBECK
                 I don't golf...

      And they stare at each other, as Castlebeck considers.

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

                              MEMPHIS
                 You have my word...

                              DETECTIVE CASTLEBECK
                 Get out of here, then. Now.

      And Memphis makes to get into the Shelby...

                              DETECTIVE CASTLEBECK
                 Leave the car, Randall ...

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

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

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

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

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

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

                                                             CUT TO:

      EXT. INDEPENDENCE, CALIFORNIA - DAY - 6 YEARS LATER

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

      "L.N. ORR AUTOMOTIVE"

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

                              MEMPHIS
                 You know what you got here?

                              TOM
                 Not really -

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

                              TOM
                 Not really --

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

                              TOM
                 Not --

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

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

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

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

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

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

                              BUDGY (cont'd)
                 That one -

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

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

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

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

                              BUDGY
                 Damn, you're good

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

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

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

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

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

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

                              MEMPHIS
                 Excuse me --

      Memphis goes back into the garage, Budgy cackles.

                                                             CUT TO:

      EXT. RANCHO PALOS VERDES - BUSINESS DISTRICT

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

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

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

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

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

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

      Freb and Mirror Man are startled

                              FREB
                 That -- ?

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

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

                              FREB
                 How are we supposed to--

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

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

                              MIRROR MAN
                 What tool -- ?

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

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

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

      ALARMS SQUEAL

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

      INT. EXOTIC MOTORS

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

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

      EXT. CITY STREETS - PALOS VERDES - NIGHT

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

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

      Kip smiles over the ascending speedometer --

                              KIP
                 Yeah. Ain't it great -- ?

      And he pins her ... VROOOOOM -- !

                                                             CUT TO:

      A TENNIS BALL

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

      INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

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

      ATLEY JACKSON

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

                              ATLEY JACKSON
                 Can you stop that, for Chrissake?

                              TUMBLER
                 What's your problem, bro ?

      Thunk! Thunk!

                              ATLEY JACKSON
                 Where are they -- ?

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

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

                              TUMBLER (cont'd)
                 Relax and enjoy --

      EXT. SAN PEDRO STREETS - THE LOTUS

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

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

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

                              KIP
                 Stolen fast car...

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

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

                              MIRROR MAN
                 No way, man --

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

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

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

      INT. WAREHOUSE

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

                              ATLEY JACKSON
                 Something wrong, Tumbler -- ?

                              TUMBLER
                 Yeah. I'm missing Springer --

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

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

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

                              MIRROR MAN
                 I can vouch for that.

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

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

                              KIP
                 No problem -

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

                              THUGGISH MAN
                 Let's get outta here -- !

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

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

      INT. WAREHOUSE - LATER - NIGHT

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

      INT. WAREHOUSE

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

                              DETECTIVE DRYCOFF
                 They're gone...

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

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

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

                              MEMPHIS
                 What's going on -- ?

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

                              ATLEY JACKSON
                 Well, well, well ...

      And he begins to sing...

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

                              MEMPHIS
                 Hello, Atley ...

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

      Memphis studies him...

                              MEMPHIS
                 How's the leg?

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

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

                              MEMPHIS
                 What are you doing here?

                              ATLEY JACKSON
                 Is there someplace we can talk?

      Memphis looks at him...

                              MEMPHIS
                 What about?

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

      INT. TEDDY'S TAVERN - NIGHT

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

                              WAITRESS
                 There you go --

                              MEMPHIS
                 Thanks, Donna --

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

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

                              MEMPHIS
                 Six years ...

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

                 MEMPHIS
                   Tell me about Kip -

      Atley takes a sip of his beer,...

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

                              MEMPHIS
                 What kind of job... ?

                              ATLEY JACKSON
                 A boost. A big boost ...

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

      Atley frowns ... Looks at him...

                              ATLEY JACKSON
                 You're shittin', right?

      Clearly Memphis is not ...

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

                              MEMPHIS
                 It seems she neglected to mention it

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

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

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

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

                              MEMPHIS
                 Who was the job for?

                              ATLEY JACKSON
                 Who do you think?

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

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

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

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

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

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

      THREE PLATES OF BACON, EGGS AND HASH BROWNS

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

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

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

      HELEN RAINES

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

                              KID
                 Can I get some more coffee -- ?

                              HELEN RAINES
                 Sure, hon ...

      And she goes to the coffee station... When

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

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

                              MEMPHIS (cont'd)
                 Hello, Ma --

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

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

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

                              COOK
                 What's the word, Memphis -- ?

                              MEMPHIS
                 How ya doing, Ruby -- ?

                              HELEN RAINES
                 Come, come, come ...

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

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

                              MEMPHIS
                 Right ...

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

                              HELEN RAINES
                 You look good...

                              MEMPHIS
                 You, too, Ma...

                              HELEN RAINES
                 What are you doing back?

                              MEMPHIS
                 How's Kip?

      And Helen flushes, a bit ashamed maybe ...

                              HELEN RAINES
                 Have you seen him?

                              MEMPHIS
                 No.

                              HELEN RAINES
                 oh.

                              MEMPHIS
                 Atley Jackson came to see me ...

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

      He looks at her ... Beat ...

                              MEMPHIS
                 Why didn't you tell me?

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

                              MEMPHIS
                 He's in some trouble ...

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

                              MEMPHIS
                 You getting my checks ... ?

                              HELEN RAINES
                 Of course ...

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

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

      BACK TO - MEMPHIS AND HELEN RAINES ...

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

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

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

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

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

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

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

                              GIRL
                 That's disgusting -

                              FREB
                 What's the point, man -- ?

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

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

                              TOBY
                 Hey, Kip, what's up?

                              KIP
                 What do you say, Toby?,

                              TOBY
                 I'm cool -

                              TUMBLER
                 What do you want, shithead?

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

                              TUMBLER
                 Why don't you leave him alone?

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

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

                              FREB
                 Any word, Kip -- ?

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

                              FREB
                 What does that mean -- ?

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

      He groks their fear...

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

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

      Kip looks at him...

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

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

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

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

                              TUMBLER
                 Can I help you, pal -- ?

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

                              MEMPHIS
                 Hey, Kip ...

                              KIP
                 Hello, Memphis --

                              TUMBLER
                 "Memphis?" You're Memphis?

                              MEMPHIS
                 That's right...

                              TUMBLER
                 Damn. Damn, damn, damn ...

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

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

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

                              MEMPHIS
                 You, too

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

                              FREB
                 What are you doing back, Memphis?

                              MEMPHIS
                 Little visit. Check on the family.

                              KIP
                 It's nice to see ya, man -

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

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

                              MEMPHIS
                 Sure. Hey, Toby. You grew up

                              TOBY
                 Yeah, I'm cool ...

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

                              KIP
                 Who's got next game -- ?

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

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

                              TUMBLER
                 Shut-up, Mirror Man --

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

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

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

                              FREB
                 We don't -- ?

                              MEMPHIS
                 He give you an advance -- ?

                              MIRROR MAN
                 Hell, yeah. Ten larger man

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

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

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

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

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

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

                              TUMBLER
                 Things are all leafy and suburban ...

                              MIRROR MAN
                 The hell they are --

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

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

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

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

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

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

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

      EXT. LONG BEACH HARBOR - NIGHT

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

      EXT. WOODBURN SCRAP AND METAL - NIGHT

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

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

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

      INT. GARAGE - CHOP SHOP

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

      EXT. WOODBURN SCRAP AND METAL - FRONT ENTRANCE

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

                              DOG-FACE
                 Yeah -- ?

                              MEMPHIS
                 Randall Raines to see Mr. Calitri ...

      INT. WOODBURN SCRAP AND METAL

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

      A WORKSHOP

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

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

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

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

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

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

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

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

                              MEMPHIS
                 How ya doing?

                              ATLEY JACKSON
                 Good to see you, Memphis --

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

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

                              CALITRI
                 Yes ... Kip ...

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

                              CALITRI
                 Excuse me one moment, Randall ...

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

      INT. GARAGE - THE MEXICAN MAN

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

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

                              THIEF
                 Please ...

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

                              CALITRI
                 Stupid sonuvabitch...

      INT. CALITRI'S WORKSHOP

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

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

                              MEMPHIS
                 Jesus ...

                              ATLEY JACKSON
                 The business has changed...

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

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

                              MEMPHIS
                 I don't want him hurt...

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

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

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

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

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

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

      Calitri blinks. Smiles. Nods...

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

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

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

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

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

      Memphis eyes him...

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

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

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

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

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

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

                              MEMPHIS
                 They gave you only four days?

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

      Memphis scans the list ...

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

      Now Memphis looks up...

                              MEMPHIS
                 I'm not interested --

                              CALITRI
                 I knew you'd say that.

                              MEMPHIS
                 I'm just here about my brother.

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

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

                              MEMPHIS
                 Sound it out for me.

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

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

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

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

      Memphis waits, knowing where this is going --

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

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

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

      And they come over --

                              DIGGER
                 Evenin', Mr. C. --

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

                              DIGGER
                 Hi, Randall --

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

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

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

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

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

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

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

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

      EXT. HELEN RAINES' HOUSE - ESTABLISHING - NIGHT

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

      INT. HELEN RAINES' HOUSE

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

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

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

      EXT. RAINES' HOUSE - NIGHT

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

                              DETECTIVE CASTLEBECK
                 I know you.

                              MEMPHIS
                 You know my back.

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

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

                              MEMPHIS
                 The other day....

                              DETECTIVE DRYCOFF
                 What for?

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

                              DETECTIVE DRYCOFF
                 Where you been, anyway?

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

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

                              MEMPHIS
                 Not at all ...

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

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

                              MEMPHIS
                 A little family emergency --

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

                              MEMPHIS
                 No...

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

                              MEMPHIS
                 Kip.

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

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

                              MEMPHIS
                 And this has what to do with me?

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

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

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

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

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

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

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

                              TOBY
                 You goin' home?

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

                              TOBY
                 Sure -

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

                              TOBY
                 Hell, no. I boosted a 'Vette.

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

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

                              KIP
                 Damn crooks is everywhere --

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

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

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

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

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

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

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

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

                              GOON
                 Shaddup, Raines

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

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

                              GOON
                 Get him in the car

      EXT. WOODBURN SCRAP AND METAL - NIGHT

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

                              CALITRI
                 Hello, Kip --

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

                              KIP
                 Lemme out of this --

                              CALITRI
                 Were it only that easy --

                              KIP
                 We can still do it --

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

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

      INT. CALITRI'S WOODSHOP

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

      EXT. SCRAPYARD - NIGHT

      Kip continues to struggle free...

                              KIP
                 Listen, Calitri --

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

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

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

                              KIP (cont'd)
                 Calitri -- !

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

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

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

      INT. HELEN RAINES' HOUSE - KITCHEN

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

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

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

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

                              MEMPHIS
                 Kip -- ?

                              KIP
                 Yeah ...

                              MEMPHIS
                 You all right -- ?

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

                              MEMPHIS
                 Just hold-on there --

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

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

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

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

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

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

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

      INT. KIP'S GUEST HOUSE - LATER - NIGHT

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

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

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

                              MEMPHIS
                 You okay -- ?

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

                              MEMPHIS
                 Sure --

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

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

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

                              MEMPHIS
                 You sure you're okay -- ?

                              KIP
                 Yeah, man. Where is your beer?

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

                              KIP
                 Cool. So you're living up North?

                              MEMPHIS
                 Yeah -

                              KIP
                 I heard you were pumping gas -

                              MEMPHIS
                 Something like that -

                              KIP
                 You're kind of cultivating a new look.

                              MEMPHIS
                 Yeah --

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

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

                              KIP
                 Nah. It's a scratch.

                              MEMPHIS
                 Okay --

      Beat ...

                              KIP
                 Hey, you want something to eat ?

                              MEMPHIS
                 What do you got ... ?

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

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

      And he brings over a bowl of olives.

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

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

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

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

                              MEMPHIS
                 So what are you gonna do?

                              KIP
                 About what?

                              MEMPHIS
                 "About what?"

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

                              MEMPHIS
                 I can see that -

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

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

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

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

                              KIP (cont'd)
                 What -- ?

                              MEMPHIS
                 What happened to you?

                              KIP
                 What?

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

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

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

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

                              KIP
                 Hey, now -

                              MEMPHIS
                 He's gonna kill you -- !

                              KIP
                 I can handle it --

                              MEMPHIS
                 You can handle it?

                              KIP
                 I can handle it --

                              MEMPHIS
                 You can handle it?

                              KIP
                 I can handle it --

                              MEMPHIS
                 You?

                              KIP
                 Me.

                              MEMPHIS
                 You?

                              KIP
                 Me...

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

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

      And he turns back to Kip ...

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

                              MEMPHIS
                 You don't think so, huh?

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

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

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

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

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

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

                              ATLEY JACKSON
                 Nicolo, how's the yellowtail today?

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

                              FISHERMAN
                 Very nice, Atley. Very nice ...

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

                              MEMPHIS
                 What's with the fish thing -- ?

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

                              MEMPHIS
                 Fish.

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

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

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

                              MEMPHIS
                 You have a Hollandaise sauce ?

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

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

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

      They walk...

                              MEMPHIS
                 I think about that night a lot...

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

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

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

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

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

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

      Atley looks at him...

                              ATLEY JACKSON
                 Yeah -- ?

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

      Atley nods...

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

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

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

      EXT. OTTO'S AUTO - NIGHT

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

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

      All under the watchful eye of...

      OTTO HALLIWELL

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

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

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

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

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

      Memphis wanders in...

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

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

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

                              MEMPHIS
                 Hello, Otto ...

                              OTTO
                 You remember Junie?

                              MEMPHIS
                 Of course. Hi, Junie --

                              JUNIE
                 Hello, Memphis -

                              MEMPHIS
                 What happened here -- ?

                              OTTO
                 Whatever do you mean?

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

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

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

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

                              MEMPHIS
                 You, too, Otto

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

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

                              MEMPHIS
                 He's gotten involved --

      Otto looks up frustrated... To Junie

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

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

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

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

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

                              MEMPHIS
                 You think it can be done?

                              OTTO
                 Are you considering a comeback tour?

                              MEMPHIS
                 Tell me...

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

                              MEMPHIS
                 The hard part ...

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

                              MEMPHIS
                 Is he still working here ?

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

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

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

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

                              MEMPHIS
                 And the moral of that story is -- ?

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

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

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

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

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

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

      INT. DODGE - MOVING - CITY STREETS - DAY

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

                              DONNY ASTRICKY
                 Pull over! Pull her the hell over!

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

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

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

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

                              JENNY
                 I'm sorry.

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

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

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

      EXT. PLEASURE CRUISE DRIVING SCHOOL - DAY

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

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

                              MEMPHIS
                 How you doing, man?

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

                              MEMPHIS
                 You know where the others are?

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

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

      His pause is meaningful ...

                              MEMPHIS
                 Forget that ...

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

      INT. OTTO'S AUTO - NIGHT

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

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

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

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

      Otto enters. Giggles...

                              OTTO
                 Some crew you got ...

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

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

                              OTTO
                 Dignity...

                              DONNY ASTRICKY
                 Yeah...

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

      Beat ... Donny examines the list ...

                              DONNY ASTRICKY
                 Wow! They got Eleanor here -- ?

                              MEMPHIS
                 I know. Weird, huh -- ?

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

                              WORKER
                 Otto, there's someone here to --

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

                              DONNY ASTRICKY
                 Lookit Kip. All grown up...

                              KIP
                 Hey, Donny --

                              MEMPHIS
                 What are you doing here?

                              KIP
                 Otto called -

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

                              OTTO
                 You need him...

                              MEMPHIS
                 No we don't -

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

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

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

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

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

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

                              MEMPHIS
                 You hear me?

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

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

                              DONNY ASTRICKY
                 You guys have any skills at all?

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

                              MEMPHIS
                 How old are you now, Toby?

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

      Memphis shakes his head... Sighs ...

                              DONNY ASTRICKY
                       (re: Freb)
                 What about him?

                              KIP
                 Freb can order pizzas like nobody's
                 business

      Freb starts to Protest ... Shrugs ...

                              FREB
                 People gotta eat ...

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

                              MEMPHIS
                 Okay, then... Otto?

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

                              TUMBLER
                 One night? Are you nuts?

                              MEMPHIS
                 You got maybe a better plan?

      Tumbler looks to Kip...

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

                              MEMPHIS
                 "Shadow games?"

                              KIP
                 Shadow games ...

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

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

                              MEMPHIS (cont'd)
                 Go on, Otto -

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

                              DONNY ASTRICKY
                 There's no one left ...

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

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

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

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

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

      INT. "THE NAUTICAL MILE" SALOON - NIGHT

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

                              DRUNK
                 One more, girl -

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

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

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

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

                              DRUNK
                 Listen, you little cooze--

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

      EXT. "THE NAUTICAL MILE" - NIGHT

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

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

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

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

                              SWAY
                 What are you doing here?

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

      INT. "THE NAUTICAL MILE"

      They head toward the bar...

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

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

                              SWAY
                 You look like you lost your sheep ...

      And she hops back behind the bar ...

                              MEMPHIS
                 You still wrenching at Bacchiochi's?

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

                              MEMPHIS
                 Buy you a drink?

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

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

                              SWAY (cont'd)
                 Mitch.

                              MEMPHIS
                 "Mitch?"

                              SWAY
                 Mitch.

                              MEMPHIS
                 So I was replaced by Mitch?

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

      She smiles sourly at him...

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

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

                              MEMPHIS (cont'd)
                 You look great --

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

      ANGLE - MITCH. Watching them talk ...

                              SWAY (cont'd)
                 You should leave --

                              MEMPHIS
                 On account of Mitch?

                              SWAY
                 On account of me.

      He studies her... Then:

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

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

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

                              SWAY
                 A distinction worth noting ...

                              MEMPHIS
                 And here I am...

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

                              MEMPHIS
                 Kip's in trouble

      And now she looks concerned

                              SWAY
                 What kind of trouble -- ?

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

                              SWAY
                 And you got some Italians -- ?

                              MEMPHIS
                 Six or seven...

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

                              MEMPHIS
                 I understand -

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

                              MITCH
                 Another round, Sara -

                              SWAY
                 Sure, Mitch -

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

                              MITCH
                 How you doing, pal?

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

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

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

      And Mitch leans over to him, conspiratorially ...

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

      And Memphis turns to him...

                              MEMPHIS
                 Really?

                              MITCH
                 Really...

                              MEMPHIS
                 What's it look like?

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

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

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

                              SWAY
                 What the hell are you doing -- ?

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

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

                              MITCH
                 Who was that guy, Sara?

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

                              SWAY
                 Good question ...

      INT. OTTO'S AUTO - LATER - NIGHT

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

                              TUMBLER
                 Freb's here. Open the gate.

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

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

                              FREB
                 How do I look in this one?

                              MIRROR MAN
                 Like a goofy white boy in a Cadillac.

                              DONNY ASTRICKY
                 How'd it go?

                              FREB
                 Keys were in it ...

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

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

                              FREB
                 Shaddup, man ...

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

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

                              KIP
                 This is loaded with crap - get a duffel.

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

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

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

                              DONNY ASTRICKY
                 Lemme see that -

      He pierces the skin.. Tastes ...

                              DONNY ASTRICKY (cont'd)
                 Heroin.

                              KIP
                 No shit?

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

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

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

                              MEMPHIS
                 Where'd you pick her up?

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

                              MEMPHIS
                 Well, take it back --

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

                              MEMPHIS
                 Take it back, Freb --

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

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

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

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

                              OTTO
                 Who is it -- ?

                              DETECTIVE CASTLEBECK (O.S.)
                 Castlebeck.

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

                              OTTO
                 one minute -- !

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

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

      For the gate is opened. Detective Castlebeck ambles in.

                              DETECTIVE CASTLEBECK
                 I know you.

                              MEMPHIS
                 You know my back.

                              DETECTIVE CASTLEBECK
                 What are you still doing here,
                 Randall?

                              MEMPHIS
                 Stopped by to see Otto. Say hello.

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

      Castlebeck notes the Caddy ...

                              DETECTIVE CASTLEBECK
                 What's this -- ?

                              OTTO
                 Cadillac.

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

                              DETECTIVE CASTLEBECK
                 What's wrong with it -- ?

                              OTTO
                 Needs brightening ...

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

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

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

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

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

      Before they can respond, the radio crackles ...

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

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

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

                              DETECTIVE CASTLEBECK
                 Something like that -

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

                              MEMPHIS
                 Let her rip ...

      And Castlebeck starts the car...

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

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

                              OTTO
                 Double-meaning intended, right?

                              DETECTIVE CASTLEBECK
                 Right ...

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

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

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

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

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

      INT. RAINES APARTMENT - NIGHT

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

                              MEMPHIS
                 Hey -

      He kisses her head ...

                              MEMPHIS (cont'd)
                 Kip -

      Kip nods ... Plays on ...

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

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

                              MEMPHIS
                 What time of year?

                              HELEN RAINES
                 Tuesdays ...

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

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

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

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

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

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

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

                              MEMPHIS (cont'd)
                 Imagine that -- ?

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

                              MEMPHIS
                 Mother -- !

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

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

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

                              MEMPHIS
                 You remember that, Kip?

                              KIP
                 I was six ...

      Memphis and Helen look at him... Then:

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

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

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

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

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

                              HELEN RAINES
                 I know...

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

      And she nods ...

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

      EXT. INTERNATIONAL TOWERS HIGH RISE CONDOS - DAY

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

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

                              TOBY
                 They're just cars, man ...

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

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

                              TOBY
                 Who's "Eleanor?"

                              MEMPHIS
                 The 167 Mustang Shelby Mustang GT-500.

                              TOBY
                 Why do you call it "Eleanor?"

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

                              DONNY ASTRICKY
                 Eleanor is Memphis' "unicorn."

                              MEMPHIS
                 And there she is --

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

                              MEMPHIS (cont'd)
                 Hello, Eleanor --

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

                              TOBY
                 It looks just like a regular Mustang --

                              KIP
                 Don't go there, Toby --

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

                              TOBY
                 So she flies -

                              MEMPHIS
                 She soars -

                              DONNY ASTRICKY
                 Grade-A unicorn ...

                              TOBY
                 What's a "unicorn?"

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

      Toby looks blank ...

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

                              TOBY
                 You guys and the car thing, man --

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

                              MEMPHIS
                 See you in a few days, Eleanor --

      INT. OTTO'S AUTO - BACK ROOM - DAY

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

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

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

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

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

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

                              MIRROR MAN
                 Knock yourself out --

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

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

                              MEMPHIS
                 So what's in there -- ?

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

      Memphis nods ... Fairly impressed...

                              KIP
                 Good work, Toby --

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

                              FREB
                 It just ain't happening --

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

                              FREB
                 What's that?

      Donny smiles ...

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

      Donny smiles ... Freb frowns ...

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

                              FREB
                 I guess ...

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

                              FREB
                 okay ...

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

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

                              DONNY ASTRICKY
                 Good.

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

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

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

                              DONNY ASTRICKY
                 Gender bias ...

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

                              OTTO
                 I've missed you, Sara Wayland --

                              SWAY
                 Good to see ya, Otto --

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

                              KIP
                 How ya doing, Sway -- ?

                              SWAY
                 Kip...

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

                              DONNY ASTRICKY
                 What do you think about all this?

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

                              DONNY ASTRICKY
                 That's my girl --

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

                              SWAY
                 Hey -

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

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

                              MEMPHIS
                 Of course ...

      She studies him... Nods ...

                              SWAY
                 Good. Just so we understand...

      And then she sees something at the entrance ...

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

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

      THE SPHINX

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

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

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

                              FREB
                 Who's that -- ?

                              OTTO
                 That's The Sphinx.

                              FREB
                 The Sphinx?

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

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

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

                              MIRROR MAN
                 Where we going -- ?

                              MEMPHIS
                 We're going shopping -- !

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

      EXT. LONG BEACH STREETS - DAY

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

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

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

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

                              MEMPHIS
                 How's it going -- ?

                              DONNY ASTRICKY
                 It's arright ...

      They drive on ... Till --

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

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

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

                              MEMPHIS
                 Jim Rockford. ROCKFORD FILES.

                              MIRROR MAN
                 For real?

      As the scenes in the vans play out - we should be INTERCUTTING
      with SHOTS of CARS ON THE STREET. LICENSE PLATES. Their NOTEBOOKS.
      As license #s are written down.

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

                              KIP
                 Peugot convertible ...

                              DONNY ASTRICKY
                 What color?

                              KIP
                 Gray.

                              FREB
                 How you know that?

                              KIP
                 Remember who my brother is?

      INT. OTTO'S AUTO - BACK ROOM

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

      INT. REGISTRY OF MOTOR VEHICLES - DAY

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

      EXT. JIMMY'S HARBORSIDE RESTAURANT - NIGHT

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

      INT. OTTO'S BACK ROOM

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

      INT. THE VANS

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

                              OTTO
                 DUKES OF HAZARD?

                              MIRROR MAN
                 Fuck that cracker shit --

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

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

                              MIRROR MAN
                 Three words: Get A Life.

      INT. OTTO'S BACK ROOM - DAY

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

      INT. REGISTRY - DAY

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

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

                              WOMAN
                 It'll take me about 15 minutes.

                              DONNY ASTRICKY
                 I can wait.

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

      INT. OTTO'S BACK ROOM - DAY

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

      INT. OTTO'S GARAGE - DAY

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

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

      EXT. JIMMY'S HARBORSIDE - NIGHT

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

      INT. THE VANS - MOVING

      Shop and talk, part III ...

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

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

                              OTTO
                 Yes, but what was on the license
                 plate?

                              MIRROR MAN
                 The license plate?

                              TUMBLER
                 I know. "ROBIN 1."

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

                              FREB
                 Was that his first name?

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

                              DONNY ASTRICKY
                 Thomas Sullivan Magnum, to be exact.

      They look at Donny, impressed...

                              TUMBLER
                 Robin 1 ...

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

                              KIP
                 No. That was Higgins ....

                              DONNY ASTRICKY
                 Jonathan Quayle Higgins ...

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

      INT. OTTO'S_-AUT0 - DAY

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

      INT. MIDNIGHT AUTO - NIGHT

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

      EXT. JIMMY'S HARBORSIDE - MIRROR MAN

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

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

      EXT. OTTO'S SALVAGE - NIGHT

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

      INT. MIDNIGHT LOCKSMITH - NIGHT

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

      EXT. JIMMY'S HARBORSIDE - NIGHT

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

      INT. OTTO'S

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

      INT. REGISTRY OF MOTOR VEHICLES - DAY

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

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

      He pays her ... Big smile ...

      INT. THE VANS - MOVING

      One more time ...

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

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

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

                              SWAY
                 I don't know that

                              KIP
                 Stumped -- !

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

      But Sway grins

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

                              OTTO
                 Here's where it gets tricky ...

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

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

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

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

                              DONNY ASTRICKY
                 I think so too --

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

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

      INT. OTTO'S AUTO - BACK ROOM

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

      INT. FREB'S HOUSE - NIGHT

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

      INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

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

                              MEMPHIS
                 Hello -- ?

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

                              SWAY
                 Hey.

                              MEMPHIS
                 What's wrong with her -- ?

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

      And she goes to the sink...

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

                              MEMPHIS
                 Annie -- ?



                              SWAY
                 You haven't been studying --

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

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

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

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

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

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

      As she speaks we CUT TO:

      EXT. 1443 LOCKLIN - RANCHO PALOS VERDES - DAY

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

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

      INTO THE SPARTAN LIVING ROOM...

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

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

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

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

      INT. BACCHIOCHI'S FOREIGN MOTORS

      Sway looks at Memphis ...

                              SWAY
                 She's trouble --

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

      She nods ... Long look ...

                              SWAY
                 I go with you --

                              MEMPHIS
                 That what you want?

                              SWAY
                 That's what I want ...

                              MEMPHIS
                 Okay.

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

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

                              SWAY
                 You mentioned that in your letters

                              MEMPHIS
                 I always thought you'd follow me up.

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

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

                              MEMPHIS
                 Very good...

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

                              MEMPHIS
                 No way ...

                              SWAY
                 No ... ?

                              MEMPHIS
                 No ...

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

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

                              MEMPHIS
                 Oh. Okay. Right.

      EXT. BACCHIOCHI'S FOREIGN MOTORS - DAY

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

                              MEMPHIS
                 I'm on the move -

                              DETECTIVE CASTLEBECK
                 Your girl works in there ...

                              MEMPHIS
                 Not my girl anymore

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

                              MEMPHIS
                 What do you want from me?

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

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

      INT. VAN - MOVING - NIGHT

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

      EXT. TEN-TON TRANSFER COMPANY - FRONT GATES

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

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

                              MEMPHIS
                 This one ...

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

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

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

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

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

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

                              MEMPHIS
                 Thank-you ...

                              KIP
                 De nada ...

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

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

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

                              MEMPHIS
                 Dad'd be proud --

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

                              MEMPHIS
                 What era was that -- ?

                              KIP
                 The era when crime didn't pay --

                              MEMPHIS
                 As opposed to now, Kid Car Crusher?

                              KIP
                 Price of doing business...

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

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

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

      INT. OTTO'S AUTO - GARAGE - NIGHT

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

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

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

      Mirror Man and Tumbler regard the cops ...

                              MIRROR MAN
                 Sure, man --

      And they follow him back into the garage ...

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

      Mirror Man looks horrified ...

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

      The Sphinx grins at him...

                              TOBY
                 What about me?

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

                              TOBY
                 How come ... ?

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

                              TOBY
                 Come on. Kip, talk to the guy

                              KIP
                 There's no talkin' to him --

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

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

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

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

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

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

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

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

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

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

                              OTTO
                 So saith the God of Scumbags --

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

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

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

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

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

                              MEMPHIS
                 Get out of here, Ray --

                              CALITRI
                 One more night --

                              MEMPHIS
                 Get out --

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

      And with that, he leaves, his goons following. Leaving our
      crew to stare after him ... And then we FADE TO BLACK...

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

      INT. HELEN RAINES' HOUSE - GARAGE - DAY

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

      EXT. OTTO'S - DAY

      Drycoff and Hawkings wait in their unmarked ...

                              DRYCOFF
                 Oh, this is a good time --

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

                              HAWKINGS
                 How much can one man smoke?

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

      INT. OTTO'S

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

                              DONNY
                 What are you doing?

                              TUMBLER
                 Watch and learn, old-timer --

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

                              DONNY
                 The hell are you doing?

                              MIRROR MAN
                 Delivering ordnance. Y2K-style.

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

                              TUMBLER
                 The Hemi Has Landed --

                              DONNY
                 Big deal. Now what?

                              MIRROR MAN
                 What we call: fun and shit.

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

                              TUMBLER
                 We can go now --

      INT. JUDGE CROFT'S GLASS HOUSE - DAY

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

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

      INT. OTTO'S - DAY

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

      INT. DISTRICT COURT - DAY

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

      INT. CROFT GLASS HOUSE - DAY

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

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

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

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

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

      At last, Toby answers ...

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

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

                              TOBY
                 Yes. can you hold, sir -- ?

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

      Kip can hear his anger ... Whispers:

                              KIP
                 Oooh, she's chafed --

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

                              JUDGE CROFT
                 Oh, for God's sake

                              TOBY
                 I know, sir ...

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

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

                              JUDGE CROFT
                 Breakfast brunch -- ?

                              TOBY
                 Yes, sir -

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

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

                              TOBY
                 You've been pre-booked...

      And the Judge hangs up ...

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

      EXT. OTTO'S - LATER - DAY

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

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

                              DONNY ASTRICKY
                 I miss Orville Redenbacher already --

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

      EXT. OTTO'S - DUSK

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

      INT. DRYCOFF'S UNMARKED

      Drycoff starts her up...

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

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

                              DRYCOFF (cont'd)
                 What the fu--

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

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

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

      EXT. LONG BEACH HARBOR - NIGHT

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

      INT. WAREHOUSE

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

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

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

                              MEMPHIS
                 How we doing, O -- ?

      INT. OTTO'S

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

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

      INT. WAREHOUSE

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

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

                              TOBY
                 You sure I can't go with ya?

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

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

      QUICK SHOTS -

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

                              MEMPHIS
                 Ready -- ?

                              SWAY
                 Oh, yeah.

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

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

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

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

      EXT. DESERTED PARKING LOT - NIGHT

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

      EXT. LONG BEACH STREET - NIGHT

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

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

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

                              MEMPHIS
                 No. Open her ...

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

                              SWAY
                 What the hell's that -- ?

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

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

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

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

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

      EXT. LONG BEACH STREETS - TUMBLER AND KIP

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

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

      EXT. THE CAR CARRIER - PARKING LOT

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

      EXT. COMMERCIAL WAREHOUSE - SAN PEDRO - NIGHT

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

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

      EXT. LONG BEACH STREET - NIGHT

      A Porsche 911 Cabriolet is parked...

      Donny and Freb look at it ...

                              FREB
                 Diane 1.

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

                              FREB
                 Yeah.

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

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

      INT. RAINES APARTMENT - NIGHT

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

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

      EXT. SAN PEDRO WAREHOUSE - NIGHT

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

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

      EXT. HARBOR WAREHOUSE - NIGHT

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

      INT. OTTO'S

      As Otto SWIPES NAMES FROM THE BOARD...

      INT. MEMPHIS' VAN - MOVING

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

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

                              SWAY
                 Deodorant.

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

                              MEMPHIS
                 Wow. Bozo, the very sexy clown --

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

                              SWAY
                 So, you seeing anybody?

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

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

                              MEMPHIS
                 Her parole officer strongly recommended
                 it ...

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

      EXT. LONG BEACH STREET - NIGHT

      Freb dead-shorts the alarm system, grounding it out on the car's
      own metal surface, just like they taught him... He's in the
      Porsche ... It's just that he can't figure out how to get her
      started ... The passenger door opens ... Donny...

                              DONNY ASTRICKY
                 What's the matter?

                              FREB
                 It's all microchips and shit ...

                              DONNY ASTRICKY
                 Yeah?

      He holds up a screwdriver. Jams it in the steering column.

                              DONNY ASTRICKY (cont'd)
                 I don't care what kind of car
                 it is. How fancy; how expensive;
                 how new. You pop the collar -
                 it's 1966 all over again ... !

      He pops the collar - exposing an ordinary ignition system.

                              FREB
                 Cool ...

      INT. MEMPHIS' VAN - MOVING - NIGHT

      Memphis drives ... Sway, Kip, Tumbler with him...

                              KIP
                 So we loaded all of the keyed cars up and
                 dropped 'em ... It was cake ... 8 cars,
                 ba-da-bing ...

      Memphis looks at him in the rear-view ...

                              MEMPHIS
                 Having fun, Kip?

                              KIP
                 Hell, yeah... It's a beautiful business ...
                       (realizes his gaffe)
                 I mean, no, man, it's hard, it's scary,
                 it sucks ...

      Memphis looks at Sway, shakes his head... Kills the lights ... And
      they pull in to

      EXT. SAN PEDRO WAREHOUSE - NIGHT

      Where Mirror Man is still struggling with the lock, his drills
      and punches, scattered about ...

                              MIRROR MAN
                 Just give me another --

      only The Sphinx shoves him aside ... Pulls the GUN from his
      holster and BLANG! blasts open the lock...

      Mirror Man stares at the opened door ...

                              MIRROR MAN
                 Oh, I get it: old school.

      And Memphis and the others drive up ...

                              MEMPHIS
                 How's it going?

                              MIRROR MAN
                 It's going fine. The Quiet Riot and me are
                 swapping trade secrets ...

      And in they go --

      INT. WAREHOUSE

      Dark as pitch. Flashlights come on. To reveal

      ROW UPON ROW OF GLEAMING FERRARIS

      Old and new models. Daytonas and Boxers and Dinos and
      Testarossas. There must be at least fifty of them here.

      Flashlight beams dance over car after car. It's a treasure chest
      of automotive jewels ... All of our heroes are in awe. And then a
      soft whimpering. They turn. To see Sway, overcome with emotion.

                              SWAY
                 It's just... so... beautiful ...

      And it is Kip that puts an arm around her ... She sobs into his
      chest ... Never taking her eyes from the array of Italian grace
      ... Indeed, they are all in something of trance. Memphis is the
      first one out --

                              MEMPHIS
                 C'mon, gang. Let's focus. Sway, can
                 you prep 'em -- ?

                              SWAY
                 I think so... They're just... So ...

                              MEMPHIS
                 I know. But let's prep 'em. We could
                 stay here all night... That wouldn't
                 be good --

      The others are still gazing ...

                              MEMPHIS (cont'd)
                 Let's go, people --

      And they set to work...

      EXT. NIGHT CLUB PARKING LOT - NIGHT

      Donny Astricky and Freb have accessed a '61 Jag... Watch as Donny
      takes out 3 screws in the Jag's ignition and removes the whole
      thing ...

                              DONNY ASTRICKY
                 So? Tell me: how come they call you
                 "Freb" anyways -- ?

                              FREB
                 C'mon, man ...

                              DONNY ASTRICKY
                 We're partners here --

      Freb considers ... Then, reluctantly --

                              FREB
                 My names "Fred." You know: Frederick?
                 One drunk night, I decided to give
                 myself a tattoo. Hot needle it. I
                 used a mirror to guide me ...

      And he pulls up his sleeve - to show the blue "FREB" tattooed
      there ...

                              FREB (cont'd)
                 The mirror messed me up with the "b" and
                 the "d"... Everything's reversed, you
                 know? Now, I'm "Freb."

      Donny chooses from a selection of IGNITIONS he's brought along.
      Finds the right one ... Installs it ... Tightens the 3 screws ...
      Starts the car with his own key ...

                              DONNY ASTRICKY
                 Glad to know you, "Freberick." Let's
                 roll -

      And off they go ...

      INT. SAN PEDRO WAREHOUSE

      Sway sets to prepping the cars ... The others wait nearby. Memphis
      walks over to where Kip sits ...

                              MEMPHIS
                 You okay -- ?

                              KIP
                 I'm cool.

      Memphis looks at his watch...

                              KIP (cont'd)
                 We gonna make it?

                              MEMPHIS
                 Too early to tell. Nervous?

                              KIP
                 Nah.

                              MEMPHIS
                 That's strange. I'm nervous. Donny's nervous.
                 Everyone's nervous. But not you...

                              KIP
                 I dunno. Whatever will be will be...

                              MEMPHIS
                 That's a good attitude, Kip. For
                 everything but stealing cars ...

      Before Kip can respond, the signature throaty ROAR of Ferrari
      fills the room, as Sway's got one started --

                              MEMPHIS (cont'd)
                 Showtime --

      INT. SAN PEDRO WAREHOUSE - QUICK CUTS

      as Sway gets the Ferraris started, her skill readily apparent ...
      And each man - Kip, Tumbler, Mirror Man, The Sphinx - climb behind
      the wheel and ROAR OFF...

      INT. HARBOR WAREHOUSE

      Toby watches as the Ferraris are driven in. He radios Otto.

      INT. OTTO'S - THE BIG BOARD

      as the four corresponding names are ERASED...

      EXT. TOWNHOUSE - NEWPORT BEACH - A MASERATI BOOMERANG

      glowing silver; cool wedge shape, 15-degree angled windscreen; the
      definition of sleek. Memphis and Sway, in the van, roll up to the
      Maserati.

                              MEMPHIS
                 Hello, Tracy...

      Except that a MAN comes out of the house ... Mid-20s, silk shirt,
      long, leather Prada coat ... Persian'dude ...

                              MEMPHIS (cont'd)
                 Shit.

      The man climbs into the Maserati. Memphis follows...

      EXT. HARBOR TOWERS - CONDO COMPLEX - ROOFTOP LOT

      Lots of high-end cars. Mirror Man and The Sphinx search the rows
      ... At last coming to -

                              MIRROR MAN
                 Gina -- !

      The 188 Lamborghini Countach... They move for it... Stop ...

                              MIRROR MAN (cont'd)
                 Check it --

      He gettures to the LICENSE PLATE. It reads "SNAKE"...

                              MIRROR MAN (cont'd)
                 Oooh. "Snake." Tough guy. "Snake."
                 Homeboy wants you to call him: Snaake-!

      They crack up ... Size her ...

                              MIRROR MAN (cont'd)
                 No whistles ... That's weird...

      He shrugs ... They slim-jim her "beetle-wing" articulated door ...
      Climb in ... The Sphinx starts her up ... Mirror Ma gets in beside
      him... The seats are sooo low ...

                              MIRROR MAN (cont'd)
                 This shit's on point. Check it: 200.

      He gestures to the speedometer ... Calibrated to 200 MPH..

                              MIRROR MAN (cont'd)
                 Halfway there, we switch. I drive.

      The Sphinx shrugs ... And they head out ...

                              MIRROR MAN (O.S.)
                 Say goodbye to your ride, Snake...

      EXT. BACK BAY STREET - NIGHT

      Memphis and Sway have followed the Maserati to another building...
      Idles ... Smokey Robinson's "Cruisin'" croons.

                              MEMPHIS
                 What's this guy up to -- ?

      After a beat, a WOMAN comes out ... She gets into the car.

                              SWAY
                 It's 1:30 on a Tuesday. Is that any
                 time to pick a girl up for a date?

      The Maserati's lights go off... He's parked...

                              SWAY (cont'd)
                 What, are they gonna mack -- ?

      Yeah. The couple start kissing. Memphis checks his watch

                              SWAY (cont'd)
                 Maybe she's got a roommate...

      Beat ... They watch the couple in the Maserati for a beat.

      INT. OTTO'S

      Junie, Otto's gal, on the telephone...

                              JUNIE
                 ... that's right. They'll be in the
                 lobby of the Riviera Building. 2206
                 Beacon Street. Palos Verdes ...

      And we go to --

      EXT. RIVIERA BUILDING - PALOS VERDES

      And see a LINCOLN LIMOUSINE pull up outside this posh apartment
      building... The DRIVER gets out ... Heads to the lobby ... We see
      Kip and Tumbler step out from the shadows across the street ...
      climb into the limo... Drive off ...

      INT. LAMBORGHINI COUNTACH - MOVING - NIGHT

      The Sphinx drives ... Mirror Man pops in his tape ... Albert
      King's "Drivin' Wheel."

                              MIRROR MAN
                 That's what I'm talkin' about -- !

      He boogies down. The Sphinx is bewitched, awed by the car's
      magnificent power. But then Mirror Man SCREAMS -- ! With pure
      terror. For, at his feet, wrapped around his legs, is

      A BOA CONSTRICTOR - some 8-feet long... A mass of heavilykeeled
      scales shimmering on coiled muscle ... Mirror Man screams on and
      on...

      The Sphinx swerves wildly... Racing through a red light. Barely
      missing an on-coming BUS ... Passing a pair of COPS coming out of
      a 7-11. They hop into their unit. Give chase.

      EXT. NEWPORT BEACH - THE MASERATI

      The Persian man and his date ... Mackin' hard... Behind them
      Memphis and Sway wait in the Mazda. Memphis is on the cell

                              MEMPHIS
                 ... okay, check with you soon ...

      He hangs up ...

                              MEMPHIS (cont'd)
                 Otto says 22 ladies have reported for
                 work...

      Sway nods ... The Maserati's windows are fully-steamed...

                              MEMPHIS (cont'd)
                 Man, they're going at it

                              SWAY
                 They're in love ...

      Long beat ... He looks at her ...

                              MEMPHIS
                 What about you?

      She looks at him... Shrugs...

                              SWAY
                 You remember my Gramma? Yeah. I was
                 thinking. If she were alive. And she
                 asked me. If she came down, right now.
                 Asked me. "What do you do, Sara?
                 What's your life?" Innocently.
                 Nonjudgemental. I think it would break
                 her heart if I said I was a thief. I
                 steal cars, Gramma. And even though,
                 hey, I learned it all from her son.
                 My Uncle Eddie. Who taught me the basics.
                 Which you refined. (You remember Randall,
                 Gramma? You thought he was neat. Well,
                 he refined the basics ... ). I don't
                 think that's what she hoped for me...

      She looks at him ...

                              SWAY (cont'd)
                 But ... That said... Car thieves are my
                 weakness ... It's all so terribly Loretta
                 Lynn or something, I know... But ... I
                 don't wanna be a thief anymore ... I don't
                 wanna love a thief anymore ... I want to
                 wear a dress maybe once in a while... Maybe
                 have a kid... Watch a lot of Audrey Hepburn
                 movies.. And think about my Gramma without
                 also thinking "shame on me. Shame on
                 me. Shame on me... "

      She looks at him... He leans into her ... Kisses her... Tentative
      at first ... Then... With urgency...

      INT. G.R.A.B. FORCE OFFICE - NIGHT

      Phones ringing like mad... Drycoff walks into Castlebeck's
      office...

                              DETECTIVE DRYCOFF
                 It's an epidemic, Rollie ... I'm
                 getting reports every five minutes ...

      INT. THE MAZDA - BACK BAY - NIGHT

      As "Little Red Corvette" by Prince warbles on the track... Memphis
      and Sway still kissing... She breaks it for:

                              SWAY
                 Arright ... Enough ... I can't have you
                 bellying up to my heart again, man, f
                 you can't help falling off the stool.
                 But he puts his mouth to her ears ...

                              MEMPHIS
                 Shhh... Car thieves are your weakness.

      Whispers ...

                              MEMPHIS (cont'd)
                 I approach you. It's quiet. I look
                 this way. That. No one around ...

                              SWAY
                 Stop. What about Maserati Boy?

                              MEMPHIS
                 I take out my slim-jim...

                              SWAY
                 Oh, God...

      And yes, this is patently absurd. But it's also oddly sexy.

                              MEMPHIS
                 Slip it in ...

                              SWAY
                 You're going high-cheese, dude --

                              MEMPHIS
                 Unlock your button ...

                              SWAY
                 "Unlock my button" ... ?

                              MEMPHIS
                 The alarms go off ...

                              SWAY
                 Woo-woo-wooooo!

                              MEMPHIS
                 I pop your hood; find your siren wires

                              SWAY
                 They're factory alarms ... Easy to get
                 around... For a man with... Skills...

                              MEMPHIS
                 I do ... I cut "em...

                              SWAY
                 Cut 'em...

                              MEMPHIS
                 Now... I'm in ...

                              SWAY
                 Of course you are. You're a
                 professional...

                              MEMPHIS
                 I ratchet your ignition mechanism ...

                              SWAY
                 I bet you say that to all the girls...

                              MEMPHIS
                 With a twist of my wrist ... You're turned
                 over ...

                              SWAY
                 Wrong preposition...

                              MEMPHIS
                 Hear you roar ...

                              SWAY
                 What about The Club ... ?

                              MEMPHIS
                 Let me worry about The Club ...

                              SWAY
                 No worries ...

                              MEMPHIS
                 I've got you floored... We're off ...
                 Take the curb... Man, can you corner...
                 Know not to get on it ... Momentum
                 shift ... Don't get on those brakes
                 too hard ... Get her up on her
                 tires. Up on her toes. Up ... Up...
                 Up.

      Back arched... A small moan escapes her ... Prince wails ... And
      Sway has achieved whatever kind of silly climax they aspired to
      here... She flops back down... Looks at him...

                              SWAY
                 You're still quite the boost, Randall
                 Raines ...
                       (he shrugs)
                 Except now I've been chopped, and my
                 parts are in a Honda Prelude being driven
                 to church in South America by some
                 Bolivian consulate's wife ...

                              MEMPHIS
                 And Tracy's on the move ...

      Indeed, the girl has gotten out of the Maserati... And the car has
      rocketed off... Memphis punches the gas,'sending Sway to the floor...

                              SWAY
                 Wham, bam, thank-you, Ma'am, point-
                 five ...

      PRE-LAP Alice Cooper's "Under My Wheels" and SLAM CUT TO:

      EXT. LONG BEACH STREETS - NIGHT

      CLOSE UP OF THE "SNAKE" LICENSE PLATE as its ass-end fishtails
      like a bastard... The Sphinx is outrunning what is now a
      half-dozen CRUISERS ...

      INT. COUNTACH - MIRROR MAN

      is freaking out ... The snake wrapped all around him...

                              MIRROR MAN
                 What do I do? What do I do? Aw, man.
                 He's gonna swallow my shit whole
                 Let's go to a hospital or something!

      But The Sphinx shakes his head. No.

                              MIRROR MAN (cont'd)
                 C'mon, you creepy no-nosed motherfucker.
                 Take me to a hospital!

      Nope. The Sphinx drives on... Into yet another

      DIRECTOR'S CHASE SCENE

      This one even cooler than the last ... And once they've eluded all
      of the police, The Sphinx pulls over to the side of a DARKENED
      STREET...

                              MIRROR MAN
                 What are you doing? I'm gonna die!

      The Sphinx leans over... And PINCHES THE SNAKE BEHIND THE BACK OF
      THE HEAD...

                              MIRROR MAN (cont'd)
                 You tryin' to make him more mad?

      But, miraculously, the snake RELAXES ITS GRIP on Mirror Man... And
      slithers off... To the back of the car ... Where it immediately
      goes back to sleep ... Mirror Man stares at Sphinx, who smiles
      genially. Then:

                              MIRROR MAN (cont'd)
                 I never thought it'd be possible:
                 but your ass just got spookier ...

      EXT. CITY STREET - NIGHT

      Freb and Donny Astricky have gotten "Laura", a '99 Bentley
      started...

                              FREB
                 You ever feel bad about any of this?

                              DONNY ASTRICKY
                 Of course not. I'm Robin Hood. I take
                 from the rich, and give to the needy...

                              FREB
                 You mean the poor --

                              DONNY ASTRICKY
                 No. The needy. Us. Cos we need this
                 car!

      And Donny puts her in gear, When a GUN is jammed agains't Donny's
      temple ...

                              JACKER
                 Out of the car, bitch, or I blow your
                 fucking head off -- !

      Donny looks at the jacker... Surprised... It is a KID ... No more
      than 16 ...

                              DONNY ASTRICKY
                 Are you kidding me -- ?

                              JACKER
                 NOW -- !

                              DONNY ASTRICKY
                 I'm stealing this car. So BACK OFF!

                              JACKER
                 I'll shoot you fool... I'LL BLOW YOUR
                 BRAINS OUT -- !

                              FREB
                 Donny --

                              DONNY ASTRICKY
                 Donny-nothin'!

      And he SLAMS OPEN THE DOOR... catching the kid in the balls ...
      And the kid doubles over... Dropping the gun ... Donny gets out of
      the car...

                              DONNY ASTRICKY (cont'd)
                 Lazy, disrespectinIf half-assed
                 bully. Any asshole can pull a gun ...

      And he starts to kick at the kid ... Beat at him...

                              DONNY ASTRICKY (cont'd)
                 You don't know how to steal a
                 car, do ya? So you gotta take
                 them when there's already a key
                 in them ... And a person in them...
                 Scare people ... Intimidate ...
                 Little freakin' bully ...

                              FREB
                 C'mon, Donny... Let's go, man --

                              DONNY ASTRICKY
                 Lazy ... Lazy ... I ask you, Freb:
                 what's the matter with kids today?

      But then - BLAM! BLAM! BLAM! Bullets rip into Donny Astricky in
      terrifying SLOW-MOTION. He turns ... To see another KID ...
      Scared... At the edge of the road... Gat held high ... And Donny
      drops to the pavement ... And the first Jacker gets to his feet...

      Freb goes to Donny... To his splayed-out body ... SIRENS split the
      night. The jackers run off down the street.

                              DONNY ASTRICKY (cont'd)
                 Get outta here. Get out. Now!

                              FREB
                 I can't leave you here, man --

      Freb doesn't know what to do... Donny croaks ...

                              DONNY ASTRICKY
                 I'm all right. Been shot before. You
                 take me to the hospital, they bust the
                 both of us. The cops'll take me. Go!

      And Freb-makes to run off down the street... But --

                              DONNY ASTRICKY (cont'd)
                 Freb -- !

      Freb turns back

                              DONNY ASTRICKY (cont'd)
                 Take Laura with you, you stupid shit!

      Freb blinks. Nods. Oh, yeah. He climbs into the Bentley Drives off...
      As the CRUISERS pull up around him... And the UNIFORMS getout, guns
      drawn, approaching warily -

      To find Donny Astricky ... Splayed-out on the pavement ...
      Laughing at the moon ... And, as Jimi Hendrix' "Crosstown Traffic"
      BLASTS ON TRACK, we CUT TO:

      of the final series of boosts ...

      1) The Maserati parked and empty. Sway breaches it.
      Expert. They drive off ...

      2) Kip and Tumbler. Clocking a VIPER. They circle it..
      It's loaded with bells and whistles and Clubs and a
      metallic voice that warns: "WARNING: YOU ARE TOO CLOSE THE
      VEHICLE!" over and over ... Kip shakes his head ...
      Ushers Tumbler back ...

      3) Mirror Man and The Sphinx deliver an Aston Martin to the docks
      ... Watch as it is driven into a container. The container loaded
      by gantry crane, onto the ship, lashed to the deck by overworked
      LONGSHOREMEN...

      4) Helen Raines. Looking out the window. Listening to
      the scanner for word of her boys...

      5) The Big Board. Female names disappearing like dust..

      6) Castlebeck and Drycoff. Cruising the streets.
      Searching ...

      7) Kip and Tumbler return to The Viper. This time, in a RAMP
      TRUCK. They raise the ramp. Tie down the Viper. A drive off with
      it, to be disarmed at a later, safer venue as it continues its
      robotic exhortation of "WARNING. YOU ARE TOO CLOSE TO THE
      VEHICLE."  Over and over again ...

      8) All our teams... Speeding toward us ... In different
      cars ... As the MUSIC FADES and we END MONTAGE

      EXT. 1443 LOCKLIN - JUDGE CROFT'S GLASS HOUSE - NIGHT

      Where "Annie" the 137 Roadster lives as an objet d'art.
      FIGURES in the thicket surrounding the property. Memphis,
      Sway, Kip, Tumbler, Mirror Man, The Sphinx...

      Mirror Man has the mansion's ELECTRICAL BOX opened... He' going
      through the wires ... Cutting alarm, phone, etc.

      Memphis is on the cell phone... Face grim... He hangs up.

                              MEMPHIS
                 Donny got shot ... A jacker ...

                              SWAY
                 How is he -- ?

                              MEMPHIS
                 They got him to the hospital. He's stable ...

      Beat ... As they all reflect on this...

                              MEMPHIS (cont'd)
                 On a brighter note: 47 ladies have
                 checked in for their South American
                 sea cruise -

      This cheers them slightly. Until, from the electrical box:

                              MIRROR MAN
                 Got it -- !

      And the few remaining lights of 1443 flicker and fade ... They
      regard the house for a beat ...

                              SWAY
                 Now what -- ?

      No one's quite sure ... They look at the house ... At all that
      glass ... Then Kip walks to their car ...

                              KIP
                 Pop the trunk, Tumbler.

                              TUMBLER
                 What for -- ?

                              KIP
                 I gotta get my tool --

      And Tumbler and Mirror Man look at each other ...

                              MIRROR MAN
                 No way, homes ...

      Too late. The trunk is popped. Kip reaches in. Comes up with, yes,
      another BRICK ... And Kip walks toward the house. Toward the vast
      windows ...

                              MIRROR MAN (cont'd)
                       (to Memphis)
                 Ya' gotta stop him, man --

      But Kip forges on, indomitable ... Only he passes the huge glass
      windows ... Walking, instead, up to the front door ... And he
      SMASHES the brick down onto the DOORKNOB. Knocking it clean off...
      Looks back at the others with a wink. And enters the house...
      Tumbler runs after him...

      INT. 1443 LOCKLIN

      Kip walks through the dark house ... At last, coming to the living
      room... To "Annie'. He gets behind the wheel ... Her ignition is
      quick work. He's got her started, loud, in the quiet house. She
      coughs a bit; it's been a long time. Tumbler is there...

                              TUMBLER
                 Now what -- ?

                              KIP
                 Now, we go -

      And he drives her off the platform. Tumbler directs him...

                              TUMBLER
                 This way... This way... This...

      Her nose bumps a zillion-dollar VASE, which topples and shatters...

                              TUMBLER (cont'd)
                 That way...

      And Tumbler climbs in beside him... Kip drives her around the huge
      living room... And Kip punches the gas ...

      And they drive the Roadster down the hall ... And right through
      the OPEN DOOR... Driving down onto the lawn ... Up to their
      cohorts ...

                              KIP
                 See ya back at the ranch, kids -- !

      And off they go ... Vanishing down the street ... The others watch
      after him ... Mirror Man to Memphis:

                              MIRROR MAN
                 Gotta tell ya, man: since you been back?
                 You've had a real calming influence on
                 ol' Kip...

      INT. G.R.A.B. TASK FORCE OFFICE - NIGHT

      Drycoff comes into Castlebeck's office ...

                              DETECTIVE DRYCOFF
                 They just brought in Donny Astricky.
                 Shot by a jacker ...

                              DETECTIVE CASTLEBECK
                 How is he?

                              DETECTIVE DRYCOFF
                 He'll live. But it means your boy's
                 behind it. Astricky was holding a list.
                 They just faxed it to us...

      He hands Castlebeck the list. Calitri's 50. Castlebeck notes the
      last entry...

                              DETECTIVE CASTLEBECK
                 Let's get out there. And have them
                 run down every 167 Shelby Mustang in
                 the area ... Find out where they're at.

                              DETECTIVE DRYCOFF
                 What for?

                              DETECTIVE CASTLEBECK
                 You spend enough time down a man's
                 throat, you get to know his tonsils.
                 Do it ...

      INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

      Kip and Tumbler deliver the Roadster. Toby checks it in.

                              KIP
                 Any more ...

                              TOBY
                 I dunno ...

      And Kip gets on the two-way...

                              KIP
                 Any more, O -- ?

                              OTTO (O.S.)
                 You guys are through...

                              KIP
                 Whatcha got left ... ?

                              OTTO (O.S.)
                 "Carol." A 198 Mercedes ... She lives
                 in the suburbs ...

                              KIP
                 We'll take it...

                              OTTO (O.S.)
                 It's ear-marked for Mirror Man and The
                 Sphinx...

                              KIP
                 We'll take it.

      And they climb in behind a waiting Jeep Cherokee ...

                              KIP (cont'd)
                 Later, Toby --

      But Toby's not around...

                              KIP (cont'd)
                 Toby?

      No answer... Kip shrugs... And off they go ...

      EXT. RESIDENTIAL NEIGHBORHOOD - CHESTNUT HILL - NIGHT

      A nice neighborhood... Upper middle class ... So damn suburban you
      can practically smell the gas grills ... A NEIGHBORHOOD SECURITY
      PATROL CAR glides by them...

                              TUMBLER
                 Gettin' fancy... Got their own palace
                 guard -

      When, from the back of the Jeep:

                              TOBY
                 I never been to the suburbs ...

      Toby is there ... Having stowed-away...

                              TUMBLER
                 What are you doing here, assface?

                              TOBY
                 Checkin' it out

      He smiles at Kip ... Kip looks at Tumbler ... Drives ... At last,
      pulling up to one HOUSE where the '98 Benz - "'Carol" lives. Kip
      parks, a half block down ... They get out ... Head for the
      house...

      And there she is. "Carol." Obsidian black. In the
      garage. The garage is open. And THREE KIDS, two boys and a
      girl. Late teens. They are standing around "Carol"...
      Drinking beer... Listening to the new Beck album on the
      car's CD player ... The folks clearly out of town ...

      Well-scrubbed, white suburban children of plenty ... The only crew
      they've ever run in is J. Crew... From the hedge, Kip, Tumbler and
      Toby watch the kids ... With equal parts fascination, loathing,
      envy... And then, the kids go inside... Leaving "Carol" exposed...

                              TOBY
                 I got this one...

      And before the others can respond, he moves for her. And she's
      open... Toby's in ... Butterfly popped - Gizmo in. The others start
      to get in when ONE OF THE KIDS comes out from the house. He stares
      at Toby, who freezes mid-boost ...

                              KIP (cont'd)
                       (whispered hiss)
                 Get her started, man -- !

      And Toby does... And slams her in reverse.  And they're off

      INT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

      The group - - Memphis, Sway, Freb, Mirror Man, and The Sphinx
      - has returned... The final cars loaded onto the ship ...
      Memphis looks out into the night --

                              MEMPHIS
                 C'mon, Kip -

      EXT. RESIDENTIAL STREETS - "CAROL" - MOVING - NIGHT

      Toby drives them out, Kip shotgun, Tumbler in the back. But the
      suburbs are confusing. They can't find their way out.

                              TOBY
                 Which way's out, man -- ?

                              TUMBLER
                 Shit all looks the same here --

      They drive. Only up ahead, blocking the street, LIGHTS blinding...
      Are TWO SECURITY PATROL CARS - SECURITY COPS on the strong ...
      Guns drawn...

                              KIP
                 Shit ...

                              TUMBLER
                 Run it...

      Toby looks to Kip...

                              KIP
                 No...

                              TOBY
                 What am I supposed to do?

      Toby pins the gas. Straight at the block... The security cops dive
      out of the way. Except for one standing tall and FIRING into the
      windshield... Into Toby... The car swerves. Going off the road.
      Into a bank of mailboxes.

      The security guards run for her... Kip, forehead bloodied,
      switches places with Toby, getting behind the wheel ... Punches
      the gas ... Getting them out of there ...

      INT. "CAROL" - MOVING - NIGHT

      Kip drives like a wild man ... Toby is bleeding something fierce...
      Shot in the chest...

                              TOBY
                 Jesus, Kip ... I'm shot, man ...

                              KIP
                 Just hold on... Hold on ...

                              TUMBLER
                 What are we gonna do -- ?

                              KIP
                 Hospital.

                              TUMBLER
                 We can't do that, dude --

      Kip looks at Tumbler ... They both look at Toby...

      EXT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

      As the 'Vette comes screaming into the warehouse ... Kip exploding
      out of it ... Getting into the back. Memphis goes to the car, sees
      Toby ... Front of his shirt covered in blood ... The others gather
      around...

                              MIRROR MAN
                 Jesus ...

      Memphis climbs into the car ... Kip is holding Toby...

                              KIP
                 I didn't know... Should we take him to
                 a hospital? I didn't know. I didn't.

      Toby is clearly dying in Kip's arms...

                              TOBY
                 Kip. Kip. Kip. Tell me: what's
                 gonna happen? What's gonna happen?

      But Kip is lost ... Doesn't know what to say --

                              MEMPHIS
                 You're gonna be okay, Toby... You are ...
                 We'll getcha fixed up...

                              TOBY
                 No ... No... No ... Tell me what's
                 gonna happen? Kip? Tell me. What's
                 gonna happen?

      The brothers stare at the boy... Kip wipes his sweatstreaked face...

                              TOBY (cont'd)
                 What's gonna happen? I don't feel ...
                 like ... this ... should.... happen ...
                 right ... now. I...haven't... done ...
                 shit... Tears running down his eyes...

                              KIP
                 Shhhhhh, shhhhh ...

      Kip looks to his brother for help ...

                              MEMPHIS
                 Call 911 -

                              MIRROR MAN
                 Call 'em here -- ?

                              MEMPHIS
                 DO IT! NOW -- !

      And Mirror Man scurries for the phone... Toby's breathing comes
      out in short staccato bursts ...

                              TOBY
                 Kip... Kip... Kip... It doesn't
                 feel... It doesn't feel... It doesn't
                 feel... good

      He looks up at Kip. All of the light goes out of his eyes. And
      Toby is dead... Kip holds him for a beat ... Then passes him to a
      surprisingly emotional Tumbler ... Kip gets out of the car, runs
      for the opposite end of the warehouse ...

      The others are stunned... Mirror Man hangs up the phone ...
      Memphis gets out of the car ... He goes after Kip ... Finds him in
      one of the containers ... Grabs him by the collars ...

                              MEMPHIS
                 What did I tell you? What? What did
                 I tell you?

                              KIP
                 I don't know. What -- ?

      And Kip looks at him... Tears fall from the younger boy's eyes ...
      And Kip looks so lost ... So like a little kid...

                              MEMPHIS
                 Come here --

                              KIP
                 What?

                              MEMPHIS
                 Come here -

                              KIP
                 What?

                              MEMPHIS
                 Come here -

      And Kip does ... He walks to Memphis ... And Memphis puts his arms
      around him... And that's it. The floodgates open. Kip begins to
      sob. Deep, painful, racking sobs. And then:

                              KIP
                 I've missed you, man ...

                              MEMPHIS
                 I know. I've missed you, too

      And they hold each other ...

                              KIP
                 Toby...

                              MEMPHIS
                 I know ...

                              KIP
                 Toby...

      And they stay in the embrace... And then Memphis unwraps Kip's
      arms from around him...

                              MEMPHIS
                 Stay here. Stay here a while. I'll
                 be back ...

      Kip nods, sniffles ... Memphis walks out of the container ... He
      strides up to the others ... Glances at Toby's clipboard, with all
      the cars crossed-out ... He goes to Sway...

                              MEMPHIS (cont'd)
                 Give me a ride -- ?

                              SWAY
                 Where to -- ?

                              MEMPHIS
                 Kip's not clear yet. We got one more
                 to go --

      And she nods ... And climbs into one of the Escorts... And off
      they go ... The others standing around the 'Vette and Toby's
      body...

      ANGLE - THE CLIPBOARD. One car left. Eleanor.

      As a SUPER on-screen reads: PART IV: DREAMS OF YOU

      EXT. INTERNATIONAL TOWERS - DAWN

      The sun just starting to take all the purple from the night ...

      Detectives Castlebeck and Drycoff are parked across from the
      towers in their unmarked...

      Sway pulls up a few blocks away ... Memphis has put on a fake
      moustache, wig, necktie ...

                              SWAY
                 You okay -- ?

                              MEMPHIS
                 Yeah ... You -- ?

      She nods ... He looks at her ...

                              MEMPHIS (cont'd)
                 You should know: walking away from my
                 mother, my brother, this town. Was
                 hard. Walking away from you. Nearly
                 killed me...

      And she smiles sadly ...

                              SWAY
                 I know ...

      She takes his hand ... Squeezes it ...

                              SWAY (cont'd)
                 Good luck...

      Memphis, now in gray flannel suit, wig and moustache, steps out.
      As he heads for the Tower garage...

      IN THE UNMARKED

      Drycoff is on the radio ... Binoculars up, on the Escort's license
      plate - 635 CKG ...

                              DETECTIVE DRYCOFF
                       (into radio)
                 One-Baker-11 ... 10-28-29...California
                 6-3-5 Charles King George.

      They wait ... Sway drives off ...

                              RADIO (O.S.)
                 One-Baker-11. 6-3-5 Charles King
                 George. No want. Not on file...

      INT. INTERNATIONAL TOWERS GARAGE

      Memphis walks along the cars ... At last, he finds her --
      Eleanor.

      EXT. INTERNATIONAL TOWERS - DAY

      Castlebeck and Drycoff ...

                              DETECTIVE DRYCOFF
                 Check it out --

      He points ... The '67 Mustang appears at the top of the garage
      ramp ... Brakes ... Waiting for the light ... Castlebeck squints...
      Raises the binocs ... Tough to tell.. Memphis drifts into the stream
      of traffic ...

                              DETECTIVE DRYCOFF (cont'd)
                 What do you think -- ?

                              DETECTIVE CASTLEBECK
                 Let's see what he's about --

      Drycoff hits the lights and sirens ... Memphis sees the car behind
      him...

                              MEMPHIS
                 Shit ...

      And kicks it into gear...

                              DETECTIVE DRYCOFF
                 Hey, now -- !

      He pins it ... And THE RACE IS ON... In the biggest way possible.
      This is the grand-daddy of chase scenes here, so we won't take the
      easy way out. We'll actually script it ... Memphis races out onto
      the busy street, Drycoff on his ass.

      Drycoff pulls up alongside him... So they can see him. But the wig
      and moustache prevent them from recognizing Memphis ... Other cars
      suffer from the pursuit ... They go careening into parked cars,
      storefronts, Harvard Square ...

      Memphis side-swipes Drycoff's car ... Memphis drives down the
      Memorial Drive OFF-RAMP, against traffic

                              DETECTIVE CASTLEBECK
                 1 Baker 11, in pursuit following
                 collision with suspect. Suspect
                 is male, white, 40-45, six feet,
                 175 pounds, gray hair, gray
                 moustache, dark suit ... T.A.'s have
                 occurred...

      Memphis races her down an alleyway... And we HEAR, as we will
      throughout, the VOICE of the

                              POLICE DISPATCH (O.S.)
                 Switch to open channel 3. All units
                 stand-by.

                              POLICE DISPATCH (cont'd)
                 1 Baker 11 in pursuit of a '67 Ford
                 Mustang, license in the 6th column -
                 614 HSO. Repeat:  6-1-4 Harry Sam
                 Ocean. Westbound on Memorial Drive,
                 against traffic ...

      Eleanor races past The Queen Mary ... crossing the bridge into
      Long Beach ... She flies down the street ... Memphis, removing his
      wig and moustache as he goes... Another POLICE CAR has joined
      Drycoff and Castlebeck...

      INT. KISS-108 RADIO STATION - DAY

      The jocular drive-time jock MATTY IN THE MORNING - is broadcasting
      in his studio ...

                              MATTY IN THE MORNING
                 We're getting reports that a big
                 police chase has started right near
                 our humble studios ... We'll keep
                 you posted...

      EXT. ELEANOR - MOVING - MEMPHIS

      Has the radio on ... Hears Matty ... He serpentines his way
      through the tangle of alleys...

                              POLICE DISPATCH (O.S.)
                 All units. Stand-by to copy. 167 Mustang
                 is silver in color. One occupant. California
                 license 6-1-4 Henry Sam Ocean. Reason for
                 pursuit is unknown.

      Drycoff does his best to follow. Another CRUISER has joined up.
      Memphis is driving like Richard Petty...

      INT. LONG BEACH POLICE STATION - DAY

      Two dozen COPS sit in the muster room listening to the dispatch.

                              POLICE DISPATCH (O.S.)
                 ... Suspect is headed southbound
                 on Mount Vernon, at Cambridge Street --

      The cops look at each other. Holy shit! And race for the exit.
      Because Mt. Vernon and Cambridge is the address of
      THE LONG BEACH POLICE STATION

      where there are literally 15 POLICE CARS parked out front... And
      Memphis has just arrived...

                              MEMPHIS
                 Shit ...

      Watch the mad scramble as COPS dive into their units... And try to
      get out of each other's way... Fenders crunch ... Cops curse.
      Memphis bootlegs - going reverse down the wrong way. Left on
      Cambridge ... Left onto City Hall Plaza --

      CITY HALL PLAZA

      is 10 ACRES OF BRICK in the heart of downtown ... And now it's
      like a demolition derby... As Drycoff/Castlebeck and some 4 SQUAD CARS
      are chasing Memphis around the Plaza ...

      A POLICE CHOPPER has arrived on the scene... Camera out. Memphis
      takes one more spin around the plaza, then sees a

      SHALLOW FLIGHT OF STAIRS by the back entrance to City.Hall. And he
      takes them... CLUMP-KUMP-KA-DUMP-DUMP-DUMP

      And now he's on some of the narrowest streets in Long Beach. He
      flies through them... A mad mouse in a maze ... INT. KISS-108 -

      MATTY IN THE MORNING

      watches the chase on TV, via Copter-cam. Still broadcasting.

                              MATTY IN THE MORNING
                 Man, is this boy driving! You go,
                 Boss Barracuda

      EXT. FREEWAY

      Memphis races along He's got 4 SQUAD CARS ON HIM

                              POLICE DISPATCH (O.S.)
                 Attention all units. Pursuit is now
                 southbound on the 33 from the
                 construction area on Kneeland
                 Street; all units in the area assist.
                 Code 3.

      He takes the Kneeland Street exit... And he's run out of road at

      A SHOPPING DISTRICT

      where vehicle traffic ends. Foot traffic only ... Here com the
      cops... Memphis spins the wheel ... And he drives onto PUBLIC PARK...
      Across the grounds ... Past the dew-drenched flora and the paddle
      boats lolling on the lagoon ...

      Only there are SQUAD CARS coming from this side too... And he's
      pinned. Police on the perimeters, He slows to a stop.

      Cops jump out of their cars, guns drawn. Memphis in the center.

                              POLICE DISPATCH (O.S.)
                 All units. Pursuit has terminated at
                 The Garden Park. Repeat --

      And Castlebeck is on the BULLHORN:

                              DETECTIVE CASTLEBECK
                       (amplified)
                 You in the car. The area is
                 surrounded. I want you out to step
                 from the vehicle. Hands on your head.

      Memphis considers his options ... He sees the FOOT BRIDGE over the
      lagoon ... Hears the radio ...

                              MATTY IN THE MORNING (O.S.)
                 Is our boy done? Has The
                 Boss Barracuda been grounded -- ?

      Memphis takes out his cell phone ... Dials...

      INT. KISS-108

      The COORDINATING PRODUCER comes into the booth ...

                              PRODUCER
                 Some guy's on the phone for you,
                 Matty. Claims to be The Boss
                 Barracuda ...

      Matty scrambles for the phone --

                              MATTY IN THE MORNING
                 Hello -- ?

      INT. ELEANOR - PARK

      Memphis in the middle of the gauntlet ... On the phone ...

                              MATTY IN THE MORNING (O.S.)
                 Is this The Boss Barracuda -- ?

                              MEMPHIS
                 Yes, sir.

                              MATTY IN THE MORNING (O.S.)
                 How you doing, man -- ?

                              MEMPHIS
                 The truth is - my car here doesn't
                 have a tape deck. You mind hooking me
                 with up with some driving tunes ?

                              MATTY IN THE MORNING (O.S.)
                 You got it, brother.

      Memphis hangs up ... Hears:

                              MATTY IN THE MORNING (O.S.)
                 This one is going out to
                 The Boss Barracuda. Catch him
                 if you can --

      And he plays Chuck Berry's "No Particular Place To Go" And
      Memphis smiles ...

                              MEMPHIS
                 Attaboy --

      And punches the gas ... Going right at Castlebeck and the others
      ... Smashing through the squad cars ... And ACROSS THE FOOT
      BRIDGE, over the swan boats ...

                              POLICE DISPATCH (O.S.)
                 All units. The pursuit is going
                 again

      Is it ever. Memphis drives out of the park.. And gets onto

      ANOTHER FREEWAY

      Ten lanes of gnarly superhighway ... He opens her up... Full
      throttle ... The chopper above him ...

      INT. OTTO'S SALVAGE - DAY

      The gang is watching on the TV... Freaking out ... ANGLE - KIP. He
      slips out of the place. No one's noticed him go...

      EXT. FREEWAY - TOLL BOOTH

      ahead. Eleanor crashes the gate going 98, to borrow a
      phrase. But he' s driving too close to the shoulder, and he
      SMASHES INTO A LIGHT POLE -- ! The car does a 180 ...
      Landing with a horrible THUD ... And here come the cops ...

      Memphis is wobbly... Looks like he's almost through. Thirty cop
      cars idle behind him...

                              POLICE DISPATCH (O.S.)
                 Attention: suspect has T.A.'d with light
                 pole at the Carson Street offramp ...
                 Pursuit has terminated... And Chuck Berry
                 has come to an And Matty obliges with
                 Golden Earring's "Radar Love" ... And
                 this seems to rouse our boy... Because he
                 gets her started again ...

                              MEMPHIS
                 Thanks, brother

      Spins her around... And goes

                              POLICE DISPATCH (O.S.)
                 That is negative. Pursuit has not
                 terminated. Repeat: not terminated.

      CASTLEBECK AND DRYCOFF

      climb back into their car ...

                              DETECTIVE DRYCOFF
                 Who is this friggin' guy -- ?

      CLOSE ON - CASTLEBECK. Because he's got a sick feeling who.

      ELEANOR

      takes an exit ... And speeds on through the with everyone in
      pursuit ...

                              POLICE DISPATCH (O.S.)
                 Attention all units. Road block being
                 set up at the eastern terminus of the
                 Long Beach Harbor Tunnel. Use caution.

      EXT. HARBOR TUNNEL EASTERN TERMINUS

      It's quite a road block. A DOZEN SQUAD CARS. A WOODEN BARRICADE
      ... The whole shebang...

      EXT. TUNNEL - ELEANOR

      eating asphalt ... Coming to the tunnel's mouth ... To the road
      block ... Memphis pins her ... ZOOOOOM! Dead-on to the roadblock
      ... And, at the last moment, as the COPS dive out of the way --

      Memphis bangs the gear shift into neutral -- And yanks the parking
      brake -- And the mustang spins on the straight --(and yes, this is
      exactly like our opening) Screeching spin ... It stops inches from
      the road block ...

      Beat ... Thirty squad cars stop behind him ...

                              POLICE DISPATCH (O.S.)
                 All units. Pursuit has been
                 terminated. Repeat: pursuit has
                 been terminated at Harbor Tunnel
                 Eastern Terminus --

      Sure it has. Memphis' foot SLAMS ON Eleanor's pedal ... SMASHING
      THROUGH THE ROADBLOCK... Cars and cops flying ... And the Dispatch
      guy is getting pissed.

                              POLICE DISPATCH (O.S.)
                 Check that, all units. You guessed it.
                 Pursuit has not been terminated. Jesus
                 Christ, will you catch this guy?

      EXT. LONG BEACH BRIDGE

      A huge suspension bridge spanning the harbor ... Except that on
      the Long Beach side, therehas been a terrible ACCIDENT ... An
      eleven-car PILE UP ...

                              PARAMEDIC
                 This is Rescue 2... We're at a scene of an
                 11-car collision with multiple injuries,
                 responded to Ladder truck Code 3 ...
                 We'll need back-up and The Jaws of Life...

      Paramedics ... RAMP TRUCKS hauling away wrecked cars ... Fire
      engines ... Bloodied VICTIMS ...

      EXT. CITY STREETS - ELEANOR

      takes it on through the vast construction underway here ... And
      here's our money shot: Eleanor. On Route 33. COMING AT US ...
      Followed by, literally, 20 POLICE-CARS ... Could be just about the
      coolest fucking thing we've ever seen... But before we have time
      to gloat:

                              POLICE DISPATCH (O.S.)
                 All units. Suspect vehicle has
                 left The Harbor Tunnel roadblock...
                 State Police advises they have
                 a multiple T.A. on the Long Beach
                 Bridge... Accident is unrelated
                 to Long Beach P.D. pursuit... Repeat
                 unrelated to Long Beach P.D. pursuit.
                 The area is closed except to
                 emergency vehicles. Suspect is headed
                 in that direction. Use caution in that
                 area. Repeat: use caution in that
                 area ...

      THE LONG BEACH BRIDGE

      Southbound traffic on the bridge (into Long Beach) is at a
      stand-still because of the accident... The Northbound side of the bridge
      is EMPTY... Northbound traffic stopped at the accident ...

      Memphis comes to a stop 100 feet before the accident ... There is
      no way past it, onto the bridge ... All the cops behind him come
      to a screeching halt. He is truly trapped.

      DETECTIVE DRYCOFF

      is thrilled ...

                              DETECTIVE DRYCOFF
                 Gotcha now, dickhead --

      But Castlebeck's not so sure ... He sees a possible play... So
      does

      MEMPHIS

      Heavy sigh... He shuts off the radio ... And there's a strange
      SILENCE... As everyone waits ... Watches ...

      QUICK CUTS TO --

      -- Matty In The Morning -- The gang at Otto's -- The Carpenter in
      his wood shop -- Helen Raines, in front of her TV -- The chopper
      cops -- Paramedics, cops, injured motorists, fire men --
      Castlebeck and Drycoff... BACK TO

      MEMPHIS RAINES AND ELEANOR...

      Another few beats of silence ... Everyone watching ... He punches
      the gas... Ripping down to the accident site... Heading straight
      for it ... And we fear he aims to smash the site, maybe further
      injure the accident victims -

      Not our Memphis ... He's heading straight for

      THE RAMP TRUCK

      parked ass-end toward Long Beach ... Ramp down ... Memphis rockets
      Eleanor at the ramp truck's ramp... Straight on ... And the ramp
      LAUNCHES ELEANOR in glorious super-sexy-bloodpumping SLO-MO OVER
      THE ACCIDENT SITE some thirty feet in the air ... Evel-style ...

                              DETECTIVE DRYCOFF
                 You gotta be fucking kidding me --

      Where she lands in a crippling thud... Onto the EMPTY side of the
      Long Beach Bridge... Cheers from the gang at Otto's ... The gang
      at KISS-108 ... Memphis pulls her to a stop... Looks back at the
      scene ...

      Castlebeck squints ... Trying to see if it's his boy... Memphis
      switches the radio back on ... Matty has obliged... Wilson
      Pickett's "Mustang Sallyo ... And Memphis drives over the bridge,
      the only car going northbound... Memphis rides, daddy, rides ...

      INT. WOODBURN CONSTRUCTION - FRONT OFFICES - DAY

      A half-dozen Calitri SOLDIERS are here, answering phones, playing
      cards.

      INT. WOODBURN CONSTRUCTION - WORKSHOP

      The sliding door is open. The CASKET for Kip rests to the side ...
      Calitri uses a router to make a rabbet along the bottom frame of a
      plywood gossip bench. He senses something and turns to

      THE LOADING DOCK - MEMPHIS

      has driven up in the smashed-to-shit Eleanor ... He climbs up,
      entering the workshop... Calitri glances to the wallclock: 7:55
      AM...

                              CALITRI
                 Well, well. You've caused quite a ruckus ...

                              MEMPHIS
                 This is number 50. We did it. It's
                 over Where's the money ?

                              CALITRI
                 Right there -

      He gestures to a Haliburton case ... Memphis opens it ... There's
      a lot of cash inside...

                              CALITRI (cont'd)
                 200 K. Just like we said ...

                              MEMPHIS
                 You should never have gotten my brother and
                 his friends involved ...

                              CALITRI
                 But I had to. It was the only way to
                 get to you --

      Memphis looks at him... Calitri smiles ...

                              MEMPHIS
                 Well, now, he's clear. And you'll stay away
                 from him...

                              CALITRI
                 I don't know about that, Randall.
                 He did such a good job on this paper.
                 And another one just came in ...

      Calitri goes to the FAX machine... Tears off the sheet..

                              CALITRI (cont'd)
                 It's an easier take. 30 cars. Two
                 weeks. Most of them SUVs. Going to
                 Russia. Think Kip'll be interested?

                              MEMPHIS
                 You don't want to even sniff at that --

      Calitri grins. But then his smile goes south, as he sees, for the
      first time -- ELEANOR -- parked out on the loading dock. And she
      is smashed-to-shit.

                              CALITRI
                 Well, that certainly won't do.

                              MEMPHIS
                 What do you mean -- ?

                              CALITRI
                 Look at it. I can't very well make
                 delivery of that thing ...

                              MEMPHIS
                 You got no choice. It's over.

                              CALITRI
                 Fifty cars. Fifty cars by 8 AM
                 Friday. Or Kip goes in that box.
                 That was the deal ... Goddamn, it ...
                 That was the deal ...

      Memphis is by a TABLE SAW... He flicks it on. The electric MOTOR
      rumbles, so as to obfuscate, any noise in here ...

                              CALITRI (cont'd)
                 What are you doing -- ?

                              MEMPHIS
                 Tell you what I'm not doing: I'm not
                 gonna let you get into my Kool Aid...

      And Memphis is on him... They go rolling about in grunts and
      groans - eddies of sawdust swirling - the NOISE of the table saw
      drowning out the sounds of combat ...

      Calitri is on top, grabbing an AWL from the floor, bringing the
      lethal point down to Memphis' face... Memphis holds Calitri's
      wrist, straining, the point inches from his eye

      ANGLE - FLOOR SOCKET - right above Memphis' head. With a last
      gasp, Memphis misdirects the awl so it STABS THE FLOOR SOCKET - a
      small CLAP OF VOLTAGE shaking through their bodies, as they sprawl
      akimbo ...

      Both men are momentarily paralyzed as the electricity sorts itself
      out inside of them... Calitri is up; and he's found the gun ...

      He crawls over to Memphis, climbing on him, sitting down hard on
      the younger man's chest ... But then Memphis grabs him by the hair
      and tosses Calitri off him ... Memphis POUNDS Calitri's head into
      the floor ...

      Once, twice. Three times. Calitri is out ... Memphis gets to his
      feet, nose bloody. He catches his breath. Only the door opens ...
      And Atley is there ...

                              ATLEY JACKSON
                 Jesus, man ... What'd you do?

                              MEMPHIS
                 My version of "take this job and shove
                 it..."

                              ATLEY JACKSON
                 Are you crazy? You throw down with The
                 Carpenter? You got a grudge against
                 your life?

      But before Memphis can respond, there are APPROACHING ENGINE
      SOUNDS from up the alleyway -- as A PANEL VAN arrives. Memphis and
      Atley look at the wall-clock. 8:05. A glance to the unconscious
      Calitri ...

                              ATLEY JACKSON (cont'd)
                 Now you done it. And with you
                 gone - who'll save Kip the next
                 time ... ?

                              MEMPHIS
                 This is all about there not being
                 a next time, Atley --

      And the two men hold the look... And the van doors slam, as Digger
      and Butz, Calitri's grave-diggers, get out ... Atley goes to the
      unconscious Calitri ... And he picks him up, straining under the
      dead weight ... Dragging the don over to

      THE OPEN CASKET - One final burst of strength and Atley drops
      Calitri into the casket... Slamming the swell top lid of the
      coffin. He turns to look at the shocked Memphis -- As Digger and
      Butz are there -

                              ATLEY JACKSON
                 Hello, boys -- !

                              DIGGER
                 Hey! What happened? Did they make it

                              ATLEY JACKSON
                 They did not. A tragedy.

                              DIGGER
                 Mr. C. around?

                              ATLEY JACKSON
                 He's napping. He said to take it away...

      Atley gestures to the coffin. And they pick it up, move it to the
      van...

                              DIGGER
                 That'll do ya. Tell Mr. C. we was by.

                              MEMPHIS
                 Absolutely.

      And they are gone ... And Atley turns to Memphis

                              ATLEY JACKSON
                 Ding Dong The Witch Is Dead, right?

                              MEMPHIS
                 Point-five ...

      And he holds out his hand ... And they shake ...

                              ATLEY JACKSON
                 Get outta here, Memphis --

      And Memphis does ... Nods to Atley...

                              MEMPHIS
                 Thank you...

      Atley nods ... Memphis walks out to the loading dock... Atley
      watches him go ...

                              ATLEY JACKSON
                 Hoo-boy.

      EXT. CALITRI'S WORKSHOP - LOADING DOCK

      Memphis walks to the battered Eleanor ... As Pearl Jam's
      "Rearviewmirror' crunches and a CAR comes motoring up to him. It's
      ANOTHER 167 SHELBY. ANOTHER ELEANOR, a "For Sale" sign pasted on
      the back window. It's being driven by Kip...

                              MEMPHIS
                 What are you doing here?

                              KIP
                 I saw her get smashed-up on the TV.
                 Knew there was no way he was gonna
                 accept her ...

                              MEMPHIS
                 Where'd you find this one?

                              KIP
                 Ya gotta keep tabs on your "Eleanors",
                 Memphis. Cos you never know when
                 you're gonna need one --

                              MEMPHIS
                 You boost her -- ?

                              KIP
                 Hell, yeah. She's not my unicorn.

                              MEMPHIS
                 Move over ...

      Kip does. Memphis gets behind the wheel. Drives...

      EXT. LONG BEACH BOULEVARD - DAY

      Memphis drives... Kip beside him...

                              MEMPHIS
                 You okay -- ?

                              KIP
                 I dunno ... I keep thinking about
                 him.

      Memphis nods. But then FLASHING LIGHTS behind them ... An UNMARKED
      with Code 3 capabilities - lights & sirens ... Memphis considers
      ... He could make another run ... But the looks at Kip... Enough
      is enough ... He pulls over ...

                              KIP (cont'd)
                 What are you doing? You can outrun
                 him...

                              MEMPHIS
                 It's over. The dumb shit is over ...

      The unmarked pulls up behind him... The cop comes over ... It is,
      of course, Detective Castlebeck.

                              DETECTIVE CASTLEBECK
                 I know you.

                              MEMPHIS
                 You know my back.

      Castlebeck opens his coat... Showing stuffed holster ...

                              DETECTIVE CASTLEBECK
                 It's finished, Randall. Get out of
                 the car... You, too, kid...

      Memphis starts to get out. When Castleback's RADIO crackles.

                              RADIO (O.S.)
                 We have suspect vehicle matching description
                 at the Woodburn Scrap and Metal ... Repeat:
                 the suspect vehicle has just been
                 apprehended at the Woodburn Scrap and Metal,
                 190 Street and Campanza ...

      Castlebeck frowns, goes to his radio. Memphis looks at Kip.

                              KIP
                 I reported it ...

      Memphis is impressed...

                              MEMPHIS
                 Not bad

      ANGLE - CASTLEBECK at his car, on the radio ...

                              DETECTIVE CASTLEBECK
                 Dispatch, what's the license on
                 the suspect vehicle... ?

                              RADIO (O.S.)
                 License is California 6-1-4 HSO. Repeat:
                 California. 6-1-4 Henry Sam Ocean.

      And Castlebeck looks at the license on this Eleanor... A vanity
      plate that says - MY 67 ...

                              DETECTIVE CASTLEBECK
                 10-4.

      And he goes back over to Memphis ...

                              DETECTIVE CASTLEBECK (cont'd)
                 Looks like we live to fight another
                 round. You're free to go ...

      Memphis can barely believe it. Castlebeck leans down, to Kip:

                              DETECTIVE CASTLEBECK (cont'd)
                 Your brother's a clever man and a
                 talented thief, Kipling. But as role
                 models go, you should observe the man,
                 not the thief ...

                              KIP
                 Yes, sir ...

      Castlebeck sighs...

                              MEMPHIS
                 Don't look so glum, Detective. It's a
                 beautiful day, the birds are singing,
                 and there's a container ship on
                 Pier 14, that's guaranteed to bring you glee ...

      Castlebeck nods ...

                              DETECTIVE CASTLEBECK
                 I want you gone, Randall. Settle your
                 affairs. Make it right with those you
                 love. Hell, take 'em with you. But I
                 want you out of here. Out of here for
                 good this time ...

                              MEMPHIS
                 Consider me gone, Detective --

                              DETECTIVE CASTLEBECK
                 I'll catch you later, Randall --

                              MEMPHIS
                 Double-meaning intended --

                              DETECTIVE CASTLEBECK
                 You betcha --

      And Memphis races off ...

      EXT. OTTO'S SALVAGE - DAY

      Otto, The Sphinx, Tumbler, Freb and Mirror Man are sipping coffee
      and eating donuts ... They are exhausted... Memphis and Kip pull
      up in Eleanor... He hands Otto the briefcase. Otto opens it... All
      that cash...

                              MEMPHIS
                 Split it up. Any word on Donny?

                              OTTO
                 He's gonna be okay. Could do a bit.

                              MEMPHIS
                 What happened to Sway?

                              OTTO
                 She left...

      He nods ... The boys are huddled together...

                              MIRROR MAN
                 Poor Toby, man...

      A few beats of silence as they remember; then shockingly:

                              THE SPHINX
                 If his premature demise has, in some way,
                 enlightened the rest of you as to the
                 grim finish below the glossy veneer of
                 criminal life, and inspired you to change
                 your ways, then his death carries with it
                 an inherent nobility. And a supreme
                 glory. We should all be so fortunate.
                 You can say 'Poor Toby." I say: "Poor us.."

      They all stare at him, stunned...

                              FREB
                 You spoke

      The Sphinx shrugs...

                              TUMBLER
                 Say something else, man

      But The Sphinx lapses back into his silence ... Nibbles a donut
      ... Sips coffee ... Memphis smiles ... He takes a stack of bills
      from the briefcase... To Kip:

                              MEMPHIS
                 You remember where you got this
                 Eleanor -- ?

                              KIP
                 Sure, man --

                              MEMPHIS
                 She's for sale. They're asking forty thousand.
                 Give 'em sixty ...

      And he hands Kip the cash ...

                              KIP
                 You want me to buy her?

                              MEMPHIS
                 Shocking, huh? We're clear now. It's done.
                 I've never actually paid for a car. I want
                 to see what it feels like

      Kip nods ... Memphis looks at a grinning Otto ...

                              OTTO
                 Dinosaurs. All of us. The Ice Age is
                 now...

                              MEMPHIS
                 I'll see you soon --

                              KIP
                 Where you off to -- ?

                              MEMPHIS
                 Thought I'd go for a ride -

      He smiles. The others do, too. Memphis heads for Eleanor.

                              KIP
                 Hey, Memphis -- ?

      Memphis turns back...

                              KIP (cont'd)
                 I'll see you, right?

      Memphis nods ...

                              MEMPHIS
                 You'll see me ...

      And we PRE-LAP Sammy John's "Chevy Van" and CUT TO:

      INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

      Sway, underneath a Daytona... We only see her from the waist down
      ... Hands on her waist ... Pulls her gently out. Memphis. He
      brings her to her feet ...

                              SWAY
                 What are you doing... ?

                              MEMPHIS
                 Seeing if you wanted to go for a ride?

      And he uses a rag to tenderly wipe a small black smear of oil from
      her cheek...

                              SWAY
                 I can't. I got a back load of repairs
                 and one of the mechanics called in
                 sick and I haven't slept and--
                       (stops short; sees the new Eleanor
                        outside)
                 Where to -- ?

                              MEMPHIS
                 I dunno. I know a place.

      She looks at him... Long and hard...

                              SWAY
                 This time it's for real?

                              MEMPHIS
                 Oh, yeah. For real, point-five.

      EXT. BACCHIOCHI'S - DAY

      And Memphis opens the passenger door for her ... And she gets
      in... And she smiles ... And Memphis climbs behind the wheel. He
      neutral-drops Eleanor, chirping off ...

      EXT. CONTAINER SHIP - LONG BEACH HARBOR - DAY

      As two TUGS guide the giant freighter away from the docks ... All
      those containers ... Filled with cars ... But here comes a COAST
      GUARD CUTTER ... Churning for the ship ...

      Detectives Castlebeck and Drycoff on the deck ... Stopping this
      one cold...

      EXT. LANDFILL - RHODE ISLAND - DAY

      A vast expanse of trash and garbage and layers of earth. Deserted,
      except for THE PANEL VAN parked dead center. Digger and Butz slide
      the casket from the van, parked before an ALREADY DUG GRAVE.

      As they move the casket, a KNOCKING from inside. A POUNDING. And
      muffled CRIES. Digger and Butz exchange a horrified glance... They
      stare at the casket, spooked.

                              BUTZ
                 Do you believe this?

                              DIGGER
                 What should we do?

                              BUTZ
                 We gotta do what we gotta do --

                              DIGGER
                 Shit. I hate the screamers, man. Why
                 can't he finish the freakin' job?

                              BUTZ
                 Forget about it. Occupational hazard,
                 Digger. C'mon...

      And just as we think they're sure to open it -- they DROP THE
      CASKET INTO THE HOLE -- !

      And begin to dump shovelfuls of earth upon it; its unseen occupant
      thumping and pounding and yelling -- And soon the casket is
      covered in dirt. Gone.

      And we PRE-LAP The Turtles' pop gem "Eleanor" ("You got a thing
      about you/I just can't live without you/I really want
      you/ Eleanor near me...")  CUT TO:

      EXT. THE 405 FREEWAY NORTH - ELEANOR - MOVING - DAY

      Memphis driving. Sway riding shotgun. Long Beach at their backs
      ... Memphis looks quite enthralled behind the wheel... He loves
      driving this car. Sway watches him. He feels it --

                              MEMPHIS
                 What -- ?

                              SWAY
                 Nothing. Just that if I was less
                 secure, I might think you were more
                 into Eleanor than you are me...

                              MEMPHIS
                 She does have one thing you don't.

                              SWAY
                 What's that?

                              MEMPHIS
                 Bench seats.

      And he grins ... Pats the seat beside him... And Sway slides
      close... He throws his arm around her ...

      And off they go ... As The Turtles' ("Eleanor/Gee, I think you're
      swell/And you really do me well/You're my pride and joy, etc.")
      SING ON... And we hear:

                              MEMPHIS (O.S.)
                 You like bingo -- ?

      And Eleanor drives away from us ... Into the searing horizon line
      ... Becoming just another single, yellow dot in the pointillist
      pattern that is the American road.

      THE END

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