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                            Nicholas Pileggi &
                              Martin Scorsese

                         Adapted from a true story

  This edition represents the structure of the completed film rather than
                       that of the shooting script.




SAM 'ACE' ROTHSTEIN, a tall, lean, immaculately dressed man approaches his
car, opens the door, and gets inside to turn on the ignition.

     ACE: (Voice-over) When you love someone, you've gotta trust them.
     There's no other way. You've got to give them the key to
     everything that's yours. Otherwise, what's the point? And, for a
     while . . . I believed that's the kind of love I had.

     (Suddenly, the car explodes. Flames, smoke and metal rise into
     the sky covering the view of the Las Vegas casinos and their
     Music in: J.S. Bach - 'St Matthew Passion'.
     Ace's body comes flying in - extreme slow motion. His body twists
     and turns through the frame like a soul about to tumble into the
     flames of damnation.)



Vignette of ACE: through rippling flames, we move in on ACE ROTHSTEIN
overseeing the casino. He lights a cigarette.

     ACE: (Voice-over) Before I ever ran a casino or got myself blown
     up, Ace Rothstein was a hell of a handicapper, I can tell you
     that. I was so good, that whenever I bet, I could change the odds
     for every bookmaker in the country. I'm serious. I had it down so
     cold that I was given paradise on earth. I was given one of the
     biggest casinos in Las Vegas to run, the Tangiers . . .


Vignette of MOB BOSSES: sitting at a table surrounded by food and wine like
the gods of Olympus.

     ACE: (Voice-over) . . . by the only kind of guys that can
     actually get you that kind of money: sixty-two million,
     seven-hundred thousand dollars. I don't know all the details.

     NICKY: (Voice-over) Matter of fact . . .


Vignette of NICKY SANTORO: standing at a bar with DOMINICK SANTORO, his
brother, and FRANK MARINO, his right-hand man.

     NICKY: (Voice-over) . . . nobody knew all the details, but it
     should'a been perfect. I mean, he had me, Nicky Santoro, his best
     friend, watching his ass . . .


Vignette of GINGER MCKENNA: a dazzling thirty-one-year-old blonde seated by
a small fiery pool.

     NICKY: (Voice-over) . . . and he had Ginger, the woman he loved,
     on his arm. But in the end . . .


ACE looks over the casino he rules.

     NICKY: (Voice-over) . . . we fucked it all up. It should'a been
     so sweet, too. But it turned out to be the last time that street
     guys like us were ever given anything that fuckin' valuable


Aerial shot coming down out of the clouds over the brightly lit Vegas Strip
and off into the blackness of the desert night.

     ACE: (Voice-over) At that time, Vegas was a place where millions
     of suckers flew in every year on their own nickel, and left
     behind about a billion dollars. But at night, you couldn't see
     the desert that surrounds Las Vegas . . .


Aerial shot swooping along the desert floor, then rising above the mist to
reveal mountains in the distance.

     ACE: (Voice-over) But it's in the desert where lots of the town's
     problems are solved.

     NICKY: (Voice-over) Got a lot of holes in the desert, and a lot
     of problems are buried in those holes. Except you gotta do it
     right. I mean, you gotta have the hole already dug before you
     show up with a package in the trunk. Otherwise you're talkin'
     about a half-hour or forty-five minutes of diggin'. And who knows
     who's gonna be comin' along in that time? Before you know it, you
     gotta dig a few more holes. You could be there all fuckin' night.



ACE is greeted by a casino exec and walked through the brightly lit
entrance to the Tangiers Casino.

     ACE: (Voice-over) Who could resist? Anywhere else in the country,
     I was a bookie, a gambler, always lookin' over my shoulder,
     hassled by cops, day and night. But here, I'm 'Mr Sam Rothstein'.
     I'm not only legitimate, but running a casino. And that's like
     selling dreams for cash.


We see ACE enter alone. He is greeted by BILLY SHERBERT. They are joined by
top executives RICHIE and RONNIE in suits and ties. They walk through the
casino, past crowded and noisy craps tables, spinning roulette wheels,
blackjack tables, poker-faced players at poker tables, and elegant,
cordoned-off, black-tie, baccarat tables.

     ACE: (Voice-over) I hired an old casino pal, Billy Sherbert, as
     my manager and I went to work.

     SHERBERT: (Introducing the EXECS to ACE) . . . And this is
     Ronnie, who takes care of the card room . . .

     ACE: (Voice-over) For guys like me, Las Vegas washes away your
     sins. It's a morality car wash. It does for us what Lourdes does
     for humpbacks and cripples. And, along with making us legit . . .


Dolly back from a wall of money. An employee pours a bucket full of coins
into a trough. Camera follows progress as numerous coins move on a conveyor
system, through a sorting machine. Camera reveals several rolls of coins on
a lower conveyor as they move up a ladder towards an employee's hands, who
then places the rolls on a rack.

     ACE: (Voice-over) . . . comes cash. Tons of it. I mean, what do
     you think we're doing out here in the middle of the desert? It's
     all this money. This is the end result of all the bright lights
     and the comped trips, of all the champagne and free hotel suites,
     and all the broads and all the booze. It's all been arranged just
     for us to get your money. That's the truth about Las Vegas.


Camera follows JOHN NANCE carrying a small suitcase and walking through the
casino to a door leading to the cashier's cage. The sign on the door reads
'Authorized Personnel Only'. He walks through the cage, to another door:
'Notice - Keep Out'.

     ACE: (Voice-over) We're the only winners. The players don't stand
     a chance. And their cash flows from the tables to our boxes . . .
     through the cage and into the most sacred room in the casino . .
     . the place where they add up all the money . . . the holy of
     holies . . . the count room.
     (He opens the door. We see inside the count room from NANCE'S
     point of view. It looks like the area behind a teller's cage in a
     bank. A large room, windowless, decor-free. One side is a mesh
     cage, opened to reveal stacks of cash boxes. Several COUNTERS in
     white shirts are gathered around a glass table counting and
     sorting paper money.)
     Now this place was off limits.

     COUNTER #1: Verify two thousand.

     ACE: (Voice-over) Even I couldn't get inside, but it was my job
     to keep it filled with cash. That's for sure.

     NICKY: (Voice-over) They had so much fuckin' money in there, you
     could build a house out of stacks of $100 bills. And the best
     part was that upstairs, the board of directors didn't know what
     the fuck was going on.

     (At one end of the room the clerks empty the metal boxes and
     rapidly count the cash at a counting table. The camera follows a
     cash 'drop box' being lifted from the stack by a clerk. He pours
     the cash on to the table and shows the empty box to a video
     camera. COUNTER #2 rapidly counts the cash and announces:)

     COUNTER #2: Five thousand.

     NICKY: (Voice-over) I mean, to them everything looked on the up
     and up. Right? Wrong.

     (The first counter recounts the cash.)
     COUNTER #1: Verify five thousand.

     NICKY: (Voice-over) The guys inside the counting room . . .

     (Stacks of bills lie nearby. The camera pans across the room to
     another table manned by a COUNT ROOM EXECUTIVE who repeats the
     figure and writes it down on a master list.)

     COUNT ROOM EXEC: Five thousand.
     (We move back to NANCE opening a cabinet full of stacks of $100
     bills. He opens his suitcase and begins to fill it with cash. As
     he does this, the workers studiously look in other directions.)

     NICKY: (Voice-over) . . . were all slipped in there to skim the
     joint dry. They'd do short counts, they'd lose fill slips. They'd
     even take cash right out of the drop boxes. And it was up to this
     guy right here [NANCE], standin' in front of about two million
     dollars, to skim the cash off the top without anybody gettin'
     wise . . . the IRS or anybody.

     COUNTER #1: Verify two hundred.
     (NANCE closes the case and walks out. One of the counters dumps
     another container of money on the table.)

     NICKY: (Voice-over) Now, notice how in the count room nobody ever
     seems to see anything. Somehow, somebody's always lookin' the
     other way. Now, look at these guys [COUNTERS]. They look busy,
     right? They're countin' money. Who wants to bother them? I mean,
     God forbid they should make a mistake and forget to steal.
     Meanwhile, you're in and you're out.
     (NANCE exits the count room and proceeds through the lobby of the
     casino, passing ACE and SHERBERT, to a side exit door.)
     Past the jag-off guard who gets an extra c-note a week just to
     watch the door. I mean, it's routine. Business as usual: in, out,
     hello, goodbye. And that's all there is to it. Just another fat
     fuck walkin' out of the casino with a suitcase. Now, that
     suitcase was goin' straight to one place: right to Kansas City .
     . . which was as close to Las Vegas as the Midwest bosses could
     go without gettin' themselves arrested.

     (NANCE leaves the casino and gets into a cab parked at the curb.)


NANCE arrives. He is greeted by ARTIE PISCANO, a gray-haired sixty-year-old


     NICKY: (Voice-over) That suitcase was all the bosses ever wanted
     . . . and they wanted it every month.

     PISCANO: Hey, John, how are you? How was your ride?


NANCE, with suitcase, and PISCANO leave the car and enter the produce

     NICKY: (Voice-over) Now this old Mormon fuck here . . .

     (Cut to: NANCE, as he gets out of Piscano's car.)


NANCE and PISCANO walk through the grocery store, through the warehouse,
past various employees to a doorway leading into the back room, where they
are greeted by five older men around a large wooden table with bowls of
macaroni and old jelly glasses filled with red wine.

     NICKY: (Voice-over) . . . he had to fly in with suitcases once a
     month, nice and easy.

     NANCE: Somethin' smells good.

     PISCANO: Yeah, they made us somethin' to eat.

     NICKY: (Voice-over) The bosses would come from all over the
     place: Detroit, Cleveland, Milwaukee. All over the Midwest. And
     they would meet in the back of this produce market in Kansas
     City. I mean, nobody even knew.
     (NANCE shakes hands with AMERICO CAPELLI, sixty-eight, a bald,
     affable Milwaukee entrepreneur and ARTHUR CAPP, his
     thirty-year-old yuppie lawyer son. Camera continues to pan around
     the room.)
     One of the guys made his mother do all the cooking.

     (On VINCENT BORELLI, seventy-year-old Kansas City boss.)
     BORELLI: Did you ever see that guy Jerry Steriano?

     (On VINNIE FORLANO, mid-seventies, an old-timer who once drove
     for Capone and is now Remo Gaggi's right-hand man.)
     FORLANO: Jerry Steriano?
     BORELLI: Yeah.

     NICKY: (Voice-over) Now, these old greaseballs might not look it,
     but believe me, these are the guys who secretly controlled Las
     (PISCANO joins his MOTHER and DAUGHTER by a stove.)

     PISCANO'S MOTHER: That man's here again.
     (Piscano dips a piece of bread into a pot of tomato sauce).

     NICKY: (Voice-over) Because they controlled the Teamsters' Union,
     and that's where you had to go if you wanted to borrow money to
     buy a casino.

     BORELLI: (Off-screen) When you've finished with him, I want him.
     PISCANO'S MOTHER: (Carrying a plate of food to the table where
     BORELLI and FORLANO are seated.) Here you are, gentlemen.

     NICKY: (Voice-over) And nobody got a Teamsters' loan, unless the
     guys in this room knew they were gonna get their little
     (FORLANO gets up from the table and walks toward NANCE.)
     Guys like this antique here [FORLANO], out of Detroit. Or
     especially guys like Remo Gaggi, the outfit's top boss.
     (NANCE embraces REMO GAGGI who's seated on a couch, and sits
     across from him.)

     GAGGI: You got a round figure on it?

     NICKY: (Voice-over) Definitely the most important guy in this

     NANCE: (Picking up the suitcase) About twenty pounds.
     GAGGI: So?
     NANCE: That's around seven hundred thousand.
     GAGGI: Uh-huh, good.
     (NANCE opens the case to reveal the money.)
     ANDY STONE: (Off-screen, from following scene) I know it's a
     little early for Las Vegas . . .


Camera tilts down a model of the Tangiers Hotel and Casino, then reveals
the cover of Business Week magazine with a drawing of PHILIP GREEN, a young
corporate type, smiling out under the headline: 'Philip Green, Vegas

     STONE: (Off-screen) . . . but I do want to welcome the ladies and
     gentlemen of the gaming industry.

     (On ANDY STONE, a middle-aged man at a podium giving a speech
     while GREEN, seated at a table, looks on. PHOTOGRAPHERS flash
     their cameras. ACE and SHERBERT, sitting next to GREEN, also
     watch the photo op ceremony.)

     ACE: (Voice-over) As far as the world was concerned Andy Stone,
     the head of the Teamsters' Pension Fund, was a legitimate guy.

     STONE: This is a very auspicious occasion.

     ACE: (Voice-over) A powerful man.

     STONE: Philip, if you would rise.
     (GREEN stands up.)

     ACE: (Voice-over) He even played golf with the President.

     STONE: On behalf of the Teamsters' Pension Fund, it is my
     pleasure to present to you . . .

     ACE: (Voice-over) But Andy also took orders. And when he was told
     to give a pension fund loan to Philip Green . . .

     STONE: (Handing GREEN a large cardboard facsimile 'check') . . .
     this check for $62,700,000 for the new Tangiers.
     GREEN: Thank you.

     ACE: (Voice-over) . . . he did what he was told.

     (PHILIP GREEN, who is now the head of the Tangiers Hotel and
     Casino Corporation, is standing at the podium giving a speech.)

     NICKY: (Voice-over) Now here was the perfect front man. I mean,
     what the fuck else could he be? He didn't know too much. He
     didn't want to know too much, especially that the bosses made the
     Teamsters lend him the money. He wanted to believe the Teamsters
     gave him all that fuckin' money 'cause he was smart.

     (An exploding flash bulb fills the screen.)
     GREEN: . . . I say that, knowing full well just how much
     competition we have in this great city.


We see a MAN and a WOMAN swimming underwater. Camera reveals that they are
in a motel swimming pool with glass portholes. Expensive cars are parked
outside one of the rooms. Hoods stand around outside the door.

     NICKY: (Voice-over) And where they got Green from - who the fuck
     knows? All I know is that Green was an Arizona real estate
     hustler, who barely had enough gas money to come and pick up his
     own fuckin' check . . .


We return to the press conference. Photographers snap away. In the
background are six-foot blow-ups of the Business Week cover. The camera
moves past GREEN, CAPP and several other men, past SHERBERT, to ACE.

     NICKY: (Voice-over) Now, all they needed was somebody they could
     trust to run the casino. And who better than Ace? I mean, he was
     already in Vegas a couple of years and he had the fuckin' place

(Freeze frame on ACE.)


Camera looks straight down from the top of a hotel to a large pool area.

     NICKY: (Voice-over) But typical Ace . . .


STONE, in a bathing suit and robe, sits on a lounge chair with a telephone.
ACE, in sports clothes, sits on another chair.

     NICKY: (Voice-over) . . . give him a shot at runnin' a casino and
     he tries to talk you out of it.

     ACE: You know, I don't know if I could do this even if I wanted
     to. The Gaming Commission would never give me a license. I have
     at least two dozen gambling and bookmaking pinches on me.
     STONE: You don't have to have a license to work in a casino. All
     you gotta do is apply for one. The state law says you can work in
     a casino while they're processing your application. They got a
     ten-year backlog.
     ACE: But what happens when they do find out?
     STONE: Why would they want to find out? We're puttin' a hundred
     million into this desert here. Why would they want to lock us
     out? And besides, they'll never find out. All you gotta do is
     keep changing your job title. Like, uh, from Casino Executive to
     Food and Beverage Chairman. And what happens it, they take your
     application, they put it at the bottom of the pile. I know guys
     workin' there for thirty years, don't have a license.
     ACE: (Exhales) It's a tough proposition, Andy. You, you know, if
     I did it, I'd have to run it my way.
     STONE: You got it.
     ACE: I'm serious. No interference.
     STONE: Nobody's gonna interfere with your running the casino. I
     guarantee it. (STONE lights a cigarette.)


ACE blows on a die.

     NICKY: (Voice-over) And that's how that got Ace to take over.
     (ACES's hands place the die into a micrometer.)
     They wanted him because Ace ate, slept and breathed gambling.
     (Camera swish tilts up to ACE, then swish pans to boxman, dealers
     and players watching him, trying to act calm.)
     They worked out a real cute job title too.
     (We see the die in the micrometer.)
     Tangiers Public Relations Director.
     (Satisfied the die is not loaded ACE sets it on the craps table,
     the camera cranes up to reveal the Tangiers Casino floor.)
     But the only thing he ever directed was the casino. He made his
     first bet when he was fifteen years old, and he always made
     money. But he didn't bet like you or me.
     (A DEALER is sliding chips, tossing them on to a craps table.)
     You know, havin' some fun with it, shit like that.

     ACE: (Approaching the DEALER) Where the hell did you learn how to
     deal? (He reaches down, stacking and arranging the chips.)

     NICKY: (Voice-over) He bet like a fuckin' brain surgeon.

     ACE: (To the chastised DEALER) Place the checks properly. That's
     the way you do it.
     DEALER: Yes, sir.

     NICKY: (Voice-over) He had to know everything, this guy.
     (Direct overhead tracking shot as ACE walks between two rows of
     gaming tables.)
     He'd find out the kind of inside stuff nobody else knew, and
     that's what he'd put his money on.


ACE walks past two boxers sparring in a ring, through a doorway into a room
where several gamblers are seated around a table.

     NICKY: (Voice-over) Even back home, years ago, when we were first
     hangin' out together . . .


     . . . he'd know if the quarterback was on coke.
     (ACE is looking at the odds board for college football games. The
     bookie, LUCKY LARRY, is waiting for ACE to hand in his picks.)

     ACE: I'll take Columbia for twenty.

     NICKY: (Voice-over) If his girlfriend was knocked up.

     LUCKY LARRY: Twenty dimes on Columbia . . .
     (As soon as ACE bets, a man erases a number from the chalkboard
     and replaces it was a '6', changing the odds. Two GAMBLERS
     saunter from the room.)

     NICKY: (Voice-over) He'd get the wind velocity so he could judge
     the field goals. He even figured out the different bounce you got
     off the different kinds of wood they used on college basketball
     courts, you know?


The two GAMBLERS we saw sauntering out of the bookie joint are racing to
the nearest public phones. Another GAMBLER has already beaten them to it.

     NICKY: (Voice-over) He'd be workin' on this shit day and night.
     There was nothin' about a game he was gonna bet that he didn't

     GAMBLER #1: (Into phone) Ace got down at six.
     GAMBLER #2: (Into phone) Charlie, hey. Rothstein got six.


A bookie hands a stack of money to another bookie, who hands the money to
ACE. ACE removes several bills from the top of the stack of winnings and
holds them out to the BOOKIES.

     NICKY: (Voice-over) Season after season, the prick was the only
     guaranteed winner I ever knew. But he was so serious about it all
     that I don't think he ever enjoyed himself. But . . .
     (Ace exits.)
     . . . that's just the way he was.


The room has an espresso machine and a saint's day calendar. Assorted hoods
are listening to NICKY at the bar. Camera dollies to REMO GAGGI, at the
rear table playing gin rummy with OLD MAN CAPO and losing. Every time the
CAPO picks up a card, he's able to knock or get gin, sending GAGGI into a
fit bemoaning his bad luck.

     NICKY: (Voice-over) But back then the bosses didn't give a fuck
     about whether he enjoyed himself of not. To them, he was a cash
     register. All they had to do was ring the bell and take the
     money. Especially Remo, who was a fuckin' degenerate gambler who
     always lost.

     GAGGI: (Slams down his cards and curses at his losing hands) Ma
     che cazzo! [Italian-American slang for 'What a prick.'] All those
     fuckin' sweeps.

     NICKY: (Voice-over) I mean, unless Ace made his bet.

     GAGGI: That's enough now!
     OLD MAN CAPO: I can't contest the cards.
     GAGGI: Va fa 'n culo! [Italian-American slang for 'Fuck off']
     (Summoning a young man.) Johnny!

     NICKY: (Voice-over) Ace made more money for them on a weekend
     than I could do heisting joints for a month.
     (ACE enters and walks to GAGGI's table.)
     Whatever Ace picked up on the street he told Remo.

     NICKY: (Walks over to ACE and whispers) Hey, did you bring that

     NICKY: (Voice-over) You know, I mean fixed fights, doped horses,
     crooked fuckin' zebras . . . locked-in point spreads. He told
     fuckin' Remo everything. And to tell you the truth. I don't blame

     (GAGGI stands up and shakes ACE's hand.)
     GAGGI: Ace.

     NICKY: (Voice-over) Keepin' Remo happy with money was the
     greatest insurance policy in the world.

     (GAGGI beams as ACE takes out an envelope filled with cash and
     hands it over to him. GAGGI sits back down and ACE, knowing his
     place, smiles and is about to leave. )
     GAGGI: Son-of-a-bitch. How the hell did you get
     Oklahoma-Michigan? Nobody ever had Oklahoma-Mi . . . How the
     hell'd you do it?
     ACE: Well, that's why they paid so well.
     GAGGI: You see? (Chuckles.) Never tells me nothin'. Ace, what do
     we got on for next week?
     ACE: Well, it's a little too early. I'd say Thursday would be
     good. I'll know by then. Is that all right?
     GAGGI: Okay. You come by the house?
     ACE: I'll come by.
     GAGGI: Seven o'clock?
     ACE: Seven o'clock.
     (GAGGI gets up and kisses ACE as NICKY and OLD MAN CAPO look on.)

     GAGGI: Good job, my boy. Keep it up. Okay, Ace?
     (ACE nods in agreement and leaves the room.)
     (To NICKY) Hey, Nick. Vien acca. [Italian-American slang for
     'Come here']
     NICKY: (To ACE) I'll be right out.
     GAGGI: T'aggia parla. [Italian-American slang for 'I've got to
     talk to you'] Nicky . . . see that guy (pointing to the
     off-screen ACE)?
     NICKY: Mm.
     GAGGI: Keep a good eye on him. He's makin' a lot of money for us.
     And he's gonna continue makin' a lot of money for us, so keep a
     good eye on him.
     NICKY: Mm.
     GAGGI: Not like your fuckin' friends out there, that . . .
     without brains. Okay?
     NICKY: All right.
     GAGGI: Uh-huh. Mi raccomando. [Italian-American slang for 'I'm
     counting on you']
     NICKY: Yeah.
     GAGGI: Fine.
     NICKY: (Reaching down to touch GAGGI's money, joking with him.)
     Want me to take this for you? (He walks out.)
     NICKY: (Voice-over) So, now, on top of everything else, I gotta
     make sure that nobody fucks around with the Golden Jew.


We move past JOE, a guy at the bar entertaining a BRUNETTE and a BLONDE, to
NICKY and FRANK MARINO at the other end. There are other bar patrons in the

     JOE: (To the BARTENDER) Chase, couple of shooters for the ladies.

     BARTENDER: (Off-screen) All right.

     ACE:(Voice-over) Yeah, we made a great pair. I made book and
     Nicky made sure we always collected. The old men loved us. And
     why not? They all made money with us.

     NICKY: (To MARINO) They payin'?

     ACE: (Voice-over) How did Nicky collect?

     MARINO: They pay every week, like they're supposed to.

     ACE: (Voice-over) Don't ask.

     NICKY: Then where the fuck is the money? I don't see the money.
     (ACE enters, and greets the two girls.)
     ACE: Hi, Melissa. Heidi.
     BLONDE: Hi, Sam.
     JOE: (To the GIRLS) Who's this guy?
     MARINO: (To NICKY) Get the fuck out of here. It was nine. I laid
     (ACE approaches NICKY and MARINO.)
     NICKY: It was eight. Ace . . . tell him the line on the Bear's
     ACE: Eight.
     NICKY: If he don't know, nobody knows. Told you it was eight.
     MARINO: Well, how come I laid nine?
     NICKY: 'Cause you're a jag-off. I would have fuckin' made you lay
     ten . . .
     (ACE notices a pen lying on the bar. He taps JOE on the
     ACE: (To JOE) Excuse me.
     JOE: What?
     ACE: (He holds up the pen) Is this yours? Your pen?
     JOE: Yeah, that's my pen. Why?
     ACE: I ju- Well, it's a nice pen. I just didn't know whose it
     was. I thought it was yours. I didn't want it to get lost.
     JOE: Well, thank you. Why don't you take that fuckin' pen and
     shove it up you ass, you fuckin' jag-off?
     (NICKY looks over.)
     ACE: Well, I was just offering you the -
     (NICKY moves towards JOE.)
     JOE: (Turning his back to talk to the girls, referring to ACE)
     This fuckin' asshole.
     (NICKY grabs the pen out of ACE's hand.)
     MAN #1 (To JOE) Look out -
     (Before ACE can react, NICKY grabs JOE and starts stabbing him in
     the neck with the pen.)
     - Joe! Look out, Joe! Look out!
     (NICKY grunts while JOE gasps and groans. The BLONDE screams
     while NICKY's hand continues to plunge the pen into JOE's throat.
     JOE tumbles to the floor. NICKY pounces on him, still stabbing
     and now kicking. JOE whimpers.)
     NICKY: What's that? You hear? You hear a little girl, Frankie?
     You hear a little girl, Ace? Is that a little fuckin' girl?! What
     happened to the fuckin' tough guy? Told my friend stick it up his
     fuckin' ass?! Huh?! Huh?!
     ACE: (Over whimpers and pants) Wait a sec, Nicky, Nicky, Nicky.
     Ta-take it easy.
     (ACE looks stunned. NICKY's still holding the bloody pen.)

     ACE: (Voice-over) While I was tryin' to figure out why the guy
     was sayin' what he was sayin', Nicky just hit me. No matter how
     big a guy might be, Nicky would take him on. You beat Nicky with
     fists, he comes back with a bat. You beat him with a knife, he
     comes back with a gun. And you beat him with a gun, you better
     kill him, because he'll keep comin' back and back until one of
     you is dead.

     NICKY: (Voice-over) Listen . . .


Camera swoops from a woman cheering as she wins at a slot-machine to a
blackjack table, then to a roulette table and over to a craps table.

Montage of very short cuts of chips being picked up, dice thrown, money
being poured from a bucket, stacks of money.

     NICKY: (Voice-over) . . . with me protecting Ace, he made a
     fortune for the bosses. I mean that's what got him to Vegas. He
     was a money machine. A tremendous earner for these guys. As soon
     as he took over, he doubled the fuckin' drop. With Ace the casino
     never saw so much money. And the bosses, they couldn't be


Camera moves in on ACE as he looks out over the casino. Dealers deftly
stack chips, scoop up losses and pay off winners. Chips and money are

In extreme close-up slow motion a die falls on to a table.


ACE and SHERBERT are walking down a casino aisle by the slot-machines.
Dealers immediately snap to attention at their approach.

     ACE: (Voice-over) In Vegas, I had to keep a few juiced-in local
     cowboys working. They were close to the, you know, good old boys.

     ACE: (To SHERBERT) Pay him six hundred a week, tell him to walk
     around and look smart.

     ACE: (Voice-over) I mean, without us, these guys, they'd still be
     shovellin' mule shit.

     (ACE points at paper cups, empty glasses and the debris of silver
     dollar wrappings on the floor. DON WARD, the Slots Manager in
     Western garb, immediately starts picking up the debris. ACE looks
     at WARD sternly.)
     ACE: Ward, you gotta keep a cleaner station. If you need 'Mr
     Clean', page him, all right?
     (WARD bends down and picks up some trash.)
     WARD: It won't happen again, Sam.
     ACE: Mr Rothstein.
     ACE: (To SHERBERT.) Is this guy just another dumb fuckin' white
     man, or what? What's his story?
     SHERBERT: We need this guy.
     ACE: We can't get rid of him?
     SHERBERT: He's juiced in. He's the County Commissioner's cousin.
     ACE: I wouldn't give the bum a mop job.
     (They exit.)


A card shoe slides across the baccarat table. A state SENATOR , a little
drunk, tips the dealer, kisses the blonder HOOKER with him, fills his
pockets with his winnings and walks over to see ACE.

     ACE: (Voice-over) These yokels ran the state.

     DEALER #1: Thank you very much, Senator.

     ACE: (Voice-over) They passed the laws, they owned the courts.

     SENATOR: Hi, Ace.
     ACE: Hello, Senator.
     (They shake hands.)
     SENATOR: (To ACE) Hey, I need a room. Need a room.
     ACE: Good to see ya. (To SHERBERT.) William would you . . .
     (The SENATOR shakes hands with SHERBERT as the HOOKER joins

     ACE: (Voice-over) I had dozens of politicians and state officials
     comin' through that place every week.

     SHERBERT: Nice to see you, Senator.
     ACE: (To SHERBERT) Help the Senator, give him whatever he wants.
     SHERBERT: Certainly. (Leads the way.) Senator.

     ACE: (Voice-over) Why not make them happy?

     SHERBERT: We have some nice penthouses you'll enjoy. Maybe the
     Presidential Suite.


The SENATOR unzips the HOOKER's dress, kisses her and walks through the
bedroom doorway, looking over his shoulder to her as she takes off her
dress and walks out of his sight.

     ACE: (Voice-over) For politicians . . .


ACE smoking a cigarette by the baccarat tables.

     ACE: (Voice-over) . . . like our state senator up there,
     everything was on the house.


The SENATOR opens a bureau drawer and takes out a small velvet pouch and
pours black $100 into his palm.

     ACE: (Voice-over) These guys won their comped life when they got
     elected. So, hey, why not take advantage of it? Still, the
     politicians come cheap. We could handle them.


K. K. ICHIKAWA a Japanese businessman, and a male associate pick up towels
and soap from about the bedroom of their suite. A blonde woman checks
herself in the mirror.

     ACE: (Voice-over) It's a whale like K. K. Ichikawa, who plays
     thirty thousand dollars a hand in baccarat. That's the one you
     really gotta watch.
     (ICHIKAWA and his associate walk into the the suite's living-room
     and join a Japanese woman seated on a couch.)
     He plays fast and big and he has the cash and the credit to turn
     out your lights. About a year ago, he cleaned out a couple of
     casinos in the Cayman Islands.
     (They begin to stuff Tangiers soap and towels into their
     Downstairs, he takes us for two million . . . and upstairs he
     takes free soap, shampoo and towels. Another billionaire
     cheapskate who loves his free rooms . . .


The Tangiers jet with the Tangiers logo on its side as ICHIKAWA shakes
ACE's hands before boarding. SHERBERT follows him and his associates

     ACE: (Voice-over) . . . free private jets, and two million of our

     ACE: Nice to see you again.

     ACE: (Voice-over) But we got him back. I had our pilot tell him
     the plane was on the fritz.

          DISSOLVE TO:


SHERBERT apologizes to ICHIKAWA and his entourage as they all get off the

     SHERBERT: Ken, I don't know what the hell went wrong. I'm awfully
     ICHIKAWA: This is a big problem. Big problem.
     SHERBERT: I can't understand it. These mechanical things, you
     know, they happen. Hey, be-better here than (gesturing to the
     sky) up there, you know what I mean?


SHERBERT arguing with TICKET AGENT as ICHIKAWA and entourage look glum.

     ACE: (Voice-over) Then he missed the commercial flights
     connecting with Japan.

     AGENT: I'm so sorry. There's a convention in town, and all
     flights are booked.
     SHERBERT: A convention? (Turning to ICHIKAWA.) I can't believe
     that there's a convention. It's never . . . ?
     ICHIKAWA: What can I do?


A smiling ACE greets ICHIKAWA and his entourage as they drive up and get
out of Tangiers limos.

     ACE: (Voice-over) We got him back . . . with a whole floor of
     rooms for himself.

     ACE: I'm sorry you missed the plane.
     ICHIKAWA: You want to get my money back, right? (Chuckles.)
     ACE: No, no, no. No gambling. No.


ICHIKAWA, with the Japanese woman, picks up some chips and places them on
the table. ACE and SHERBERT watch from behind a barrier.

     ACE: (Voice-over) He bet one thousand a hand instead of his usual
     thirty thousand a hand.

     (A dealer's hands slide two cards on the table.)

     DEALER: The bank wins a natural eight over a five.
     (Another dealer's hands place two chips on a table. ICHIKAWA
     looks on.)

     ACE: (Voice-over) But I knew, the trick with whales like Ichikawa
     was that they can't bet small for long. He didn't think of it as
     winning ten thousand, he thought of it as losing ninety thousand.

     (ICHIKAWA places a larger bet.)
     So, he upped his bets . . .
     (A dealer picks up some chips from a rack and places them on the
     table. ICHIKAWA is now seated with stacks of chips in front of
     . . . until he dropped his winnings back and gave up a million of
     his own cash.


     (ICHIKAWA, hours later, his chips depleted. ACE and SHERBERT
     still watch from behind the barrier as millions in chips are back
     in the dealer's racks.)
     In the casino, the cardinal rule is to keep them playing . . .
     (Move in on ACE as he smokes a cigarette.)
     . . . and keep them coming back. The longer they play, the more
     they lose. In the end, we get it all.


ACE, with pit bosses next to him, looks out over the huge casino where
hundreds of thousands of dollars are being poured into machines.

     ACE: (Voice-over) In Vegas, everybody's gotta watch everybody

     (Camera reveals the DEALER at a craps table.)
     DEALER: Six, an easy way. Six! All right, who's gonna give me . .
     . (The DEALER places some chips on the table.)

     ACE: (Voice-over) Since the players are looking to beat the
     casino . . .

     (The camera is on the DEALER.)
     DEALER: . . . both dice must hit that back wall each and every
     roll. All right, make a six!
     (Camera pans to a WOMAN and a MAN at the table. The WOMAN tosses
     some dice.)

     ACE: (Voice-over) . . . the dealers are watching the players.

     WOMAN: Gimme a six!
     DEALER: Come on, baby, make a six!
     (A BOX MAN, seated mid-table is watching the DEALER.)

     ACE: (Voice-over) The box men are watching the dealers.

     (Camera pans to the DEALER.)
     DEALER: Humming, fielding, every roll.
     (Camera pans to a FLOOR MAN, standing directly behind the BOX

     ACE: (Voice-over) The floor men are watching the box men.
     (Camera swish pans to reveal a PIT BOSS stepping in, scanning the
     The pit bosses are watching the floor men.
     (Swish pan to a SHIFT BOSS surveying the casino.)
     The shift bosses are watching the pit bosses.
     (Swish pan to SHERBERT.)
     The casino manager is watching the shift bosses.
     (Swish pan to ACE.)
     I'm watching the casino manager.
     (Camera swish pans and tilts up to a video camera mounted inside
     a glass dome hanging from the ceiling.)
     And the eye-in-the-sky is watching us all.
     (Swish pan to:)


Video monitors show a dealer fanning a row of bills. Swish pan to ACE and
SHERBERT watching the monitor. ACE lights a cigarette.

     ACE: (Voice-over) Plus . . .
     (Swish pan to surveillance catwalkers adjusting cameras and
     spying on players below with binoculars.)
     . . . we had a dozen guys up there, most of them ex-cheats, who
     knew every trick in the house.


Ginger squeals as she throws the dice across the table.

     HIGH ROLLER: Come on, come on.
     (She rolls a winner.)
     GINGER: Yes!
     HIGH ROLLER: Thank you. Very nice.
     GINGER: (Chuckles) I told you I was hot tonight.


Sound out: The monitor shows GINGER and the HIGH ROLLER cheering, she
throws her arms around him. The crowd goes crazy.

Swish pan to ACE looking on intently.

On screen, GINGER's hand sneaks a chip from the rack and subtly moves it
towards her purse.


Sound in: GINGER slips the chip quietly into her bag.

     HIGH ROLLER: (Off-screen) Let's go. This is for Ginger. Come on.
     This is for Ginger.
     (The HIGH ROLLER notices GINGER's hand on her purse. She pretends
     to have taken out her lipstick.)
     GAMBLER #1: Let me have a hundred on the hard ten. Thank you.
     GAMBLER #2: Hard ten. One hundred.


ACE continues to look at the monitor. SHERBERT and a security man seated at
a video console also look on.


A craps stick pushes some dice towards GINGER. She rolls again, only this
time she craps out. Gamblers groan, then applaud her. She's made so much
money for the table that the winners toss chips in her direction.

     HIGH ROLLER: I'm sorry.
     GINGER: Oh, I'm sorry. I'm sorry. (To the table.) Thank you very
     much. Thank you very much.
     (ACE and two casino execs are now on the floor watching her.)
     GINGER: Thank you, sir, I appreciate that. Everybody, thanks.
     (Gives some chips as tips to the dealer and box man.) Thanks.
     Take care, Steve. Take chances and drive fast.
     HIGH ROLLER: Ginger, honey.
     DEALER: Thank you very much, now.
     HIGH ROLLER: Ginger, honey, this is for you love. Thanks for your
     (She turns to the HIGH ROLLER, who is handing her a thin stack of
     chips worth about $2,000.)
     GINGER: (Chuckles) Come on.
     HIGH ROLLER: What's the matter?
     GINGER: What do you mean, 'What's the matter?' I made a lot of
     money for you. I want my cut.
     HIGH ROLLER: What money? I've seen you stealing from me.
     GINGER: What money? Look at this stack of chips. Don't give me
     that shit. I want my end.
     HIGH ROLLER: Ginger, I've been watching you all night. You've
     been stealing from me.
     GINGER: Don't give me that shit. I want my money.
     HIGH ROLLER: That bag's full of fuckin' chips you -
     GINGER: (Interrupts) What do you mean 'stole'? I didn't steal
     anything from you.
     (ACE watches the argument heat up.)
     HIGH ROLLER: Get lost, Ginger! Get lost!
     GINGER: Get lost?
     HIGH ROLLER: Yes.
     GINGER: Get lost?
     HIGH ROLLER: Yes.
     (GINGER knocks the chip rack out of his hands.)
     GINGER: Well, how 'bout that?
     HIGH ROLLER: Come on! (He bends down to pick them up.)
     (Gamblers and dealers shout and yell. She picks up another rack
     of chips and tosses them into the air, then another, and another.
     Chips fly all over the casino. Everyone starts diving for chips.
     Dealers. Players. Security guards. Waitresses. Pit bosses.
     ACE and the two execs with him are the only ones not diving for
     chips. He looks at GINGER. She looks at him.
     Freeze frame on GINGER.
     Slow motion: GINGER smiles at ACE and walks off.)

     ACE: (Voice-over) What a move. I fell in love right there.


GINGER and ACE are seated on a banquette. Close up of his hand attaching a
diamond and ruby pin to her dress. Tilt up to GINGER's smiling face beaming
at ACE.

     ACE: (Voice-over) But in Vegas, for a girl like Ginger, love
     costs money.

     (They kiss.)
     GINGER: I'm going to go powder my nose.
     (ACE hands GINGER a single $50 bill. She smiles coyly. He hands
     her another fifty.)

     ACE: (Voice-over) Ginger's mission in life was money.

     GINGER: I'll be right back.
     (Off-screen, from following scene:) See you, Ginger.


GINGER waves goodbye to the DOORMAN and walks towards two VALET PARKERS who
greet her warmly. She gets a bottle of pills from one of them and slips
some cash into his hand in return.

     GINGER: Okay, thank you for asking.

     ACE: (Voice-over) She was a queen around the casino. She brought
     in high rollers and helped them spread around a lot of money.

     VALET PARKER: Hey, Ginger, how you doin'?
     GINGER: Great. (Handing the VALET some money.) And I have
     something for you. You got me covered?
     (The VALET PARKER places a vial of pills in her hand.)
     VALET PARKER: Yes. Something for you, there.
     GINGER: And you do. Thank you very much.
     VALET PARKER: Take care of yourself.


GINGER hands the pills to HIGH ROLLER #2 in his hotel bathroom, where he is
washing his face and trying to energize himself.

     GINGER: I got some lucky pills for you, honey.
     HIGH ROLLER #2: Oh, yeah?

     ACE: (Voice-over) Who didn't want Ginger? She was one of the
     best-known, best-liked and most respected hustlers in town. Smart
     hustlers like her could keep a guy awake for two or three days
     before sending him home broke to the little woman and his bank


GINGER comes back from the ladies room. She kisses ACE.

     ACE: Any change?
     GINGER: (Chuckles) I hit a few . . . uh, games on the way back.

     ACE: (Voice-over) That was all bullshit. She just pocketed the


GINGER converts her chips into a pile of $100 bills.

     GINGER: (To CASHIER) How you doin' tonight?
     CASHIER: Good. How are you?
     GINGER: (Sighing) Oh, beat.

     ACE: (Voice-over) Ginger had the hustler's code.

     CASHIER: Okay.
     GINGER: Take one for you.
     CASHIER: (While she counts out the cash) Thank you.

     ACE: (Voice-over) She knew how to take care of people. And that's
     what Vegas was all about.

     CASHIER: (As she pushes a stack of $100 bills across the counter)
     Sixty-eight hundred.
     GINGER: Thanks (She picks up the cash.)
     CASHIER: You're welcome.

     ACE: (Voice-over) It's Kickback City.

     GINGER: You have a good night.
     CASHIER: Thank you. You too.
     Close-up of GINGER folding a $100 bill and placing it in her
     palm. She slips the folded bill deftly into the palm of a floor

     ACE: (Voice-over) She took care of the dealers . . .

     GINGER: Hey, Mitch.

     ACE: (Voice-over) . . . pit bosses, floor managers.

     GINGER: Thank you.
     ACE: But mostly . . .


GINGER, on her way out of the casino, passes a folded $100 bill to a
smiling older SHIFT BOSS.

     ACE: (Voice-over) . . . she took care of the valet parkers, the
     guys who could get you anything and take care of anything.

     GINGER: Thanks a lot.
     SHIFT BOSS: Thank you, Ginger.


GINGER exits and gets into her car, slipping a VALET PARKER a $100 bill.

     ACE: (Voice-over) Ginger took care of the parkers because they
     took care of the security guards, who took care of the metro
     cops, who let her operate.

     VALET PARKER #3: Thank you, Ginger.
     GINGER: (Getting into her car) I need that stuff tonight.
     VALET PARKER #3: No problem.
     GINGER: You're a doll.

     ACE: (Voice-over) The valet parking job was such a money-maker
     that they had to pay off the hotel manager just to get the


GINGER enters the room with $25,000 in her hands. She taps LESTER DIAMOND's
leg with it and he turns to her.

     ACE: (Voice-over) But one thing I could never understand, was
     that she could have everything under control, except for her old
     pimp boyfriend, Lester Diamond.

     LESTER: Look, Gin, you know I got other people in this. I got
     partners. But I want you to understand that I am lookin' out for
     you in this thing. Okay? You're going to get yours back . . . and
     you're gonna get it back first. Okay?
     GINGER: All right.
     LESTER: Okay?
     GINGER: Yeah.
     LESTER: Where are you goin'? Where are you? You're in that place.
     Where are you?
     GINGER: I'm here.
     LESTER: No, you're not. Where are you? Where are you?
     GINGER: I'm always here for you.
     LESTER: You are.
     GINGER: I am.
     (He hastily kisses GINGER and slips out the door.)

     ACE: (Voice-over) The Ginger I knew wouldn't even look at this

     GINGER: Good luck.
     LESTER: Yeah.

     ACE: (Voice-over) He was a moocher, a card cheat, a country-club
     gold hustler. A scumbag . . . chasing dentists for a few bucks.

     GINGER: Careful.
     (GINGER looks out of the window and sees LESTER get into a
     convertible and drive off.)

     ACE: (Voice-over) I mean, the guy was always broke, he always had
     a story. And somehow, she could never turn him down. The way
     Ginger saw it, I guess, was that Lester was just an unlucky guy.
     Somebody had to take care of him.


NICKY, his wife JENNIFER, with a beehive hairdo, and their eight-year-old
son LITTLE NICKY, are detained while their luggage is searched by a customs


     ACE: (Voice-over) But nobody had to take care of Nicky.

     NICKY: (To customs agent) You find any cash in there, we'll whack
     it up with you.

     ACE: (Voice-over) I mean, he took care of himself only too well.
     And that's why every badge back home wanted to nail him.

     JENNIFER: (To customs agent) Excuse me, but I folded these things
     beautifully and I would appreciate a little respect. Jesus
     NICKY: Don't look at me, pal. I gotta live with her.
     (We see MARINO waiting for NICKY outside the customs area. Two
     COPS push past him.)

     ACE: (Voice-over) Even after a little vacation, they hassled him
     at the airport.

     COP #1: (To MARINO) Excuse me.

     ACE: (Voice-over) I mean, Frank Marino was there to meet him, but
     so were the cops. This time they wanted to pinch him for some
     diamond burglary in Antwerp.

     (Camera dollies in on JENNIFER's beehive.)

     JENNIFER: Oh, yes. Will you help me fold these, please?

     ACE: (Voice-over) They were ready to blame him for anything, no
     matter where it happened.



     JENNIFER: (To LITTLE NICKY) You go and put your things away.

     ACE: (Voice-over) And they were usually right.

     (NICKY, JENNIFER and MARINO are gathered around the kitchen
     table. JENNIFER leans over and starts to shake her hair.)
     MARINO: Whoa, whoa, whoa.
     NICKY: Hold it, hold it. Here.
     (NICKY places a red towel down on the table. JENNIFER leans over
     again, tugs and shakes her hair until diamonds begin to fall out
     of her beehive.)

     ACE: (Voice-over Because Nicky enjoyed being a gangster, and he
     didn't give a damn who knew it.

     JENNIFER: Come on. There we go. Look at that. Beautiful.
     (Diamonds fall on the red towel in slow motion.)

     ACE: (Voice-over) I mean, that's what worried me, 'cause it turns
     out Nicky was about to be sent to Vegas.

     JENNIFER: All right, we're clear.
     NICKY: There's more!
     JENNIFER: I think that's it.
     NICKY: There's more! There's a couple stuck in there. I know
     there's more.
     JENNIFER: God, I'm telling you, they're out!
     NICKY: Come on, damn it. Don't get so defensive. It could be
     stuck in your hair, you know.
     (NICKY grasps JENNIFER's hair.)
     JENNIFER: Look, there aren't . . .
     (A diamond falls out of her beehive.)
     There aren't but -
     NICKY: Oh, there aren't? (Showing her the diamond.) What's that?
     (Slaps her.) Huh? What's that.
     (FRANK chuckles.)
     There's no more. Thanks, hon. (Kisses her.)



     NICKY: (Voice-over) I couldn't wait to get my hands on Vegas. But
     the bosses didn't send me out there to have a good time.


Mob bosses FORLANO, CAPELLI, GAGGI, BORELLI and PISCANO seated around the
back room table eating and talking as in the opening vignette.

     NICKY: (Voice-over) They sent me out there to make sure that
     nobody fucked with Ace and . . .


ACE opens the door to NICKY and JENNIFER.

     NICKY: (Voice-over) . . . nobody interfered with the fuckin'

     ACE: (Opening door) Hey.
     JENNIFER: Hey, how you doin'? (Kisses ACE.)
     NICKY: Hey. Hey, Sammy, how are you?
     (JENNIFER and NICKY take in ACE's spectacular Vegas-style
     JENNIFER: (Whispering) Wow.
     NICKY: Boy, look at this place, huh?
     JENNIFER: Incredible.
     NICKY: All right.
     ACE: Welcome to Vegas.
     (Camera tilts up to reveal a sweeping view of the Las Vegas
     NICKY: Okay, Sammy.
     ACE: Somethin', huh?
     NICKY: Yeah.
     ACE: (Calling her over) Ginger.
     (GINGER emerges from the bedroom. NICKY and JENNIFER are both
     stunned by her beauty.)
     NICKY: (To ACE) Holy shit, what've you been doin' out here?
     ACE: Honey, come here.
     (She walks to them)
     This is Jennifer and Nick. They're dear friends of mine.
     JENNIFER: (Shaking hands) Good to meet you.
     GINGER: Hi, Jennifer.
     NICKY: Pleasure. (Grasping GINGER's hand and kissing it.) Very
     nice to meet you.
     GINGER: Hi, how are you?
     NICKY: Okay, Sammy.


ACE and NICKY are driving through town, the neon lights of Vegas reflected
in the windshield.

     ACE: (Voice-over) After we ate, we left Jennifer and Ginger alone
     and we took a ride to talk. And then . . . he hit me with it.

     NICKY: What do you think about me movin' out here?
     (ACE looks away.)
     What's the matter? You got a problem with that?
     ACE: No, of course not.
     NICKY: (Playfully) You mean, I have your permission?
     ACE: Sure, you have my permission. But I - I just gotta tell you
     it's no joke out here. It's no joke, you know? You gotta keep a
     low profile. It's not like back home. Right off the bat, they
     don't like guys like us. And this sheriff's a real cowboy. Even
     the coppers aren't afraid to bury people out in the desert here.
     NICKY: I don't care. I want to get away from back home for a
     while. I'm tired of that shit back there. (Referring to the Vegas
     lights.) Look at this place. It's made of money. You know what
     the best part is? Nobody's gonna know what we're doin'! There's
     nobody here to see us! Everybody's back home.
     ACE: Nick, I gotta tell you, I got pinched twice for no reason.
     You really gotta be careful. I'm running a licensed place.
     Everything's legit.
     NICKY: Don't worry about it. I'm not gonna do anything. What am I
     gonna do? I'm especially not gonna involve you in anything.
     (ACE gives NICKY a look.)


NICKY and MARINO pull up in their car and get out.

     NICKY: (Voice-over) Ace saw Vegas one way.

     NICKY: You call this guy and tell him I'm comin'?
     MARINO: Of course.
     (They walk into the sportsbook, past numerous bar patrons and
     gamblers to TONY, the bookie at a betting counter.)

     NICKY: (Voice-over) But I saw it another. I saw it as untouched.
     I mean, they had bookies, pimps and drug dealers I could shake
     down. Who the fuck were they gonna run to? So, I started getting
     everybody in line. Best of all, for the first time in my life, I
     figured out a way not to lose.

     ACE: (Voice-over) Yeah, he had a fool-proof scheme, all right. It
     wasn't very scientific but it worked. When he won, he collected.
     When he lost, he told the bookies to go fuck themselves. What
     were they gonna do? Muscle Nicky? (Chuckles.) Nicky was the

     (NICKY grabs TONY by the back of his neck.)
     NICKY: Tony.
     TONY: Hey.
     NICKY: How you doin'?
     TONY: How you doin'?
     NICKY: All right, yeah. You got that thing for me?
     TONY: What thing? Oh, Nicky . . . I thought you was layin'.
     NICKY: I was layin'? No, no, I'm taking it. I was takin' it.
     TONY: You sure?
     NICKY: I'm positive.
     TONY: Well, I'm a little confused here.
     NICKY: You're a little confused?
     TONY: Yeah.
     NICKY: (Pointing to a window, above a counter with a tiny opening
     to talk through) Maybe if I stick your fuckin' face through this
     window over here like, you know, you'll - you'll get unconfused.
     Give me the fuckin' money!
     (TONY takes some money out of his coat pocket.)
     TONY: (Groaning) I'm sorry, Nicky. I didn't mean anything by it.
     NICKY: Yeah, I know, that's why you had it ready. You thought I
     was fuckin' layin' it?!
     (He smacks the bookie on the head with the wad of money.)
     TONY: (Gasps) My fuckin' head.
     NICKY: Your fuckin' head, huh? Don't fuck around, Tony.
     MARINO (Pointing to TONY) Smarten up.
     NICKY: (Walking out) You jag-off.
     CLASSROOM NUN: (Off-screen, from following scene) And now . . .


NICKY and JENNIFER stand in the background with other parents listening to
a NUN school teacher. LITTLE NICKY and other youngsters are seated at small
children's desks.

     CLASSROOM NUN: . . . Nicholas Santoro will come up and tell us
     about our first president.
     LITTLE NICKY: (Stepping up in front of the class to begin a
     George Washington was born in a . . .

     ACE: (Voice-over But still, it was nice and quiet for a while.
     Ginger and I presented Nicky and Jennifer all over town, like
     regular Ozzie and Harriets.

     LITTLE NICKY: . . . typical Virginia farmhouse.


NICKY and DETECTIVE BOB JOHNSON are coaching their sons. JOHNSON pats
LITTLE NICKY on the back and with encouraging words sends him running on to
the field.

     DETECTIVE JOHNSON: (To LITTLE NICKY) Beautiful. You got a
     beautiful swing.

     NICKY: (Voice-over) Ace got my son, little Nicky, involved with
     Little League, and it was great.

     DETECTIVE JOHNSON: Now, I want you to get out there and get me
     singles and doubles, okay? 'Cause that's what's gonna win this

     NICKY: (Voice-over) Turned out to be one of the other coaches was
     a fuckin' . . .

     DETECTIVE JOHNSON: Now go out there and show your dad what you
     can do.

     NICKY: (Voice-over) . . . metro intelligence cop. But it didn't
     matter. I mean, it was all about the kids, you know.

     DETECTIVE JOHNSON: You know, he's gotta realize everything can't
     be a home run that he does.
     NICKY: Yeah, well, that's exactly what I keep tellin' him, but
     that's the kind of kid he is ever since he's born.
     DETECTIVE JOHNSON: It's instinctive, you know.
     NICKY: He tries to do everything . . .

     ACE: (Voice-over) And, Nicky being Nicky, he made his presence


NICKY saunters through the casino and up to EDDY and JERRY, two
well-dressed hoods who are signing papers at the cashier's credit window
near ACE and SHERBERT.

     ACE: (Voice-over) Especially at the casino, where he definitely
     did not work, people got the message.

     NICKY: (Voice-over) Me? That's why the bosses sent me out here.
     They wanted me to make sure none of the other crews robbed the
     joint. Like these two fuckin' balloon-heads over here [EDDY and
     JERRY]. They were gonna try and bang us out of two hundred
     fuckin' grand?
     (Chuckling.) Yeah, right, I'm sure.

     JERRY (Shakes NICKY's hand) Hey, Nicky. How are you?
     NICKY: Hey, Eddy.
     EDDY: Hey, Nicky, how are you? What are you doin' here?
     NICKY: I'm over here now.
     JERRY/EDDY: (In unison) You're over here?
     JERRY: You're over here?
     NICY: Yeah, I'm over here with him.
     (Swish pan to ACE with SHERBERT off to the side.)
     EDDY: Oh.
     JERRY: Oh.
     EDDY: We're waiting on Carmine.
     JERRY: Yeah, we're lookin' for Carmine.
     NICKY: Carmine? He was here before. I saw him. He had a suitcase
     and everything, and then he left.
     EDDY: Carmine left?
     NICKY: Uh-huh.
     JERRY: Carmine left?
     EDDY: He's gone?
     JERRY: He's not here?
     EDDY: Carmine's gone.
     NICKY: I think, you know, maybe he went across the street or
     somewhere else or somethin'. I don't know.
     EDDY: Well, listen, uh . . . good luck with the joint, huh?
     (Shakes hands with NICKY.)
     NICKY: Oh, thanks, Eddy.
     JERRY: (Shakes NICKY's hand) Yeah, lots of luck. Lots of luck.
     NICKY: Hey, great, Jerry.
     (They walk away.)
     Good luck to you too.
     CREDIT CLERK: (To NICKY from behind the cage) Hey, they forgot to
     sign their papers.
     NICKY: What?
     CREDIT CLERK: They forgot to sign their papers.
     NICKY: Yeah, they don't need those anymore.
     (He looks over to ACE and SHERBERT. NICKY smiles.)

     ACE: (Voice-over) Out of respect, guys from other crews got away
     with a warning.
     (ACE taking a drag off his cigarette, nods an 'okay'.)
     Everybody else: watch out.


A blackjack WINNER, who looks like a school teacher, with over $100,000 in
chips before him has gathered a crowd.

     ACE: (Voice-over) Like these yokels here who never heard of Nicky
     or the bosses back hime, 'cause they're the morons who give you
     the most trouble. Even after we'd catch 'em, they'd try sneakin'
     back with beards and wigs and fake noses.
     (ACE and SHERBERT walk up to watch the WINNER who is playing all
     six hands at the blackjack table.)
     You can spot these assholes by watching the way they bet. Like
     this guy. He's bettin' lavender chips at five hundred each with
     only one little problem. He's always guessed right. If he wasn't
     so fuckin' greedy, he'd have been tougher to spot. But in the
     end, they're all greedy.
     (ACE walks around the WINNER's table, past the crowd, to the pit.
     Behind him are more blackjack tables, dealers and players. ACE
     bends down and ties his shoelace.)
     I saw that the dealer was weak, but he wasn't in on it.
     (The DEALER's hands lift the corner of his hole card a half an
     inch to determine the casino's hand against the WINNER. The
     slightly exposed hole card is a six of clubs.)
     He just wasn't protecting his hand. He was lifting his hole card
     way to high.
     (On ACE's face then to his POV of the card, past a PIT BOSS,
     panning to the SIGNALLER at the blackjack table to the right. The
     SIGNALLER is slumped down in his seat, tossing down some cards
     and sneaking looks at the DEALER's hand at the WINNER's table.)
     Now, here's this guy . . .
     (Overhead pan from the SIGNALLER slumped in his seat.)
     . . . reading the dealer's hole card . . .
     (Pan continues past ACE to reveal the WINNER's table.)
     . . . and signalling his buddy [the WINNER] at this table.
     (Overhead dolly in on SIGNALLER who appears to be nervously
     tapping his thigh. We see through his trousers, that he is
     tapping a copper transmitter with a battery pack attached.
     Back at the WINNER's table we see inside his pant leg where a
     device strapped to his leg is receiving the impulse signal - buzz
     - buzz - buzz - from the SIGNALLER.)
     And that's just what these hustlers look for. They cruise from
     casino to casino, lookin' for weak dealers the way lions look for
     weak antelope.
     (ACE starts to get up.)

     ACE: (Off-screen, from following scene) Operator?


ACE is on the house phone right near the SIGNALLER's table.

     ACE: This is Mr R. Get me Armstrong and Friday over at pit two
     right away. (He hangs up, and fixes his tie in the mirrored panel
     above the phone.)
     (Overhead view of the SIGNALLER's table. Various security guards
     slowly begin to gather around it.
     ACE, waiting, lights a cigarette. ARMSTRONG joins ACE. They look
     towards the SIGNALLER's table.)
     (To ARMSTRONG) BJ nineteen, second base, the beard [Blackjack
     table number 19, second position, man with the beard]
     (ACE picks up the phone again.) Operator . . . I need Mr Happy,
     (On ACE's signal, WAITRESSES, one carrying a cake with a
     sparkling candle, start singing 'Happy Birthday', attracting the
     crowd's attention.)
     WAITRESSES: (In unison) 'Happy Birthday to you. Happy Birthday to
     you. Happy Birthday, dear Jeff. Happy Birthday to you.'
     (Gamblers cheer and applaud.
     ACE nods and ARMSTRONG lets a long metal object drop out from
     under his jacket sleeve and moves in close behind the SIGNALLER,
     as though looking at the game. He presses the object - a cattle
     prod - under the SIGNALLER's arm near his heart. The SIGNALLER
     instantly goes into convulsions, falling to the floor gasping and
     groaning. Several SECURITY GUARDS grab the SIGNALLER as he falls.
     ARMSTRONG walks away.)
     SECURITY GUARD #1: Man down!
     (The WINNER sees what happened to his partner.)
     Notify medical! We got a cardiac arrest here!
     SECURITY GUARD #2: He's fine, folks. Just give us some room,
     (ACE watches the scene. The guards lift the stunned SIGNALLER to
     his feet and help him away from the table. Play is immediately
     Watch it now.
     (The WINNER hurriedly places his chips into racks.)
     SECURITY GUARD #1: (Off-screen) Stand back!

     ACE: (Voice-over) They never know what hit them. And if and when
     . . .
     (SECURITY GUARDS drag the SIGNALLER out.)
     . . . they do find out they just got zapped by a cattle prod . .
     (SHERBERT follows the WINNER as he rushes away.)
     . . . they wish they really did have a heart attack.

     (ACE exits behind the GUARDS and the SIGNALLER.)


A grim, windowless utility room with tools on racks along the walls, some
plain wooden chairs, and a workbench table.

     ACE: (Voice-over) Turns out this guy and his fuckin' pals, they
     were knockin' this place dead for years.

     SECURITY GUARD #1: He's got a wire on him.
     (The SIGNALLER is roughly shoved into the room. A SECURITY GUARD
     tears his trousers down revealing the signalling device strapped
     to his leg.)
     SIGNALLER: Hey, hey, what are you doin', man?
     SECURITY GUARD #2: (Exposing the device) There it is! On the
     SECURITY GUARD #1: Cheater's justice!
     (The SIGNALLER is slammed down face first on the bench and the
     two GUARDS spread his arms out on the table.)
     SIGNALLER: (In pain) Oh, God! Oh!
     (Another GUARD starts up a power saw and approaches the SIGNALLER
     who is now pinned to the table. He starts to scream.)
     Hey, no! No! No!
     (ACE walks toward the table, gesturing for the GUARD to turn off
     the saw.)

     ACE: (Voice-over) We had to make an example of these pricks that
     the party was over.

     ACE: (To relieved SIGNALLER) I'm just curious. I saw you
     shuffling your checks with your right hand. Can you do that with
     both hands?
     ACE: Can't do it with both hands?
     SIGNALLER: No, Sir.
     ACE: Can you do it with your left hand?
     SIGNALLER: Well, I . . . I never tried.
     ACE: So, you're a righty?
     SIGNALLER: Ye-yeah.
     (ACE nods to one of the GUARDS. Instantly a large rubber mallet
     smashes onto the man's right hand four times to the sound of
     screams. ACE watches.)
     ACE: Now, you're gonna have to learn with your left hand.
     SIGNALLER: God! (He moans and sits back.)
     WINNER: (Off-screen, from following scene) It's a hundred . . .


The WINNER has been standing outside the cashier's cage waiting for his
$110,000 in chips to be cashed. SHERBERT walks up behind him.

     WINNER: . . . a hundred ten.
     CASHIER: Yes, it is.
     WINNER: I think.
     CASHIER: Yes.
     WINNER: Okay.
     SHERBERT: Hiya. That's a lot of money to be counting out in
     WINNER: Yeah.
     SHERBERT: (To CASHIER) Why don't I take him over to the office
     and verify it, huh?
     CASHIER: Yes.
     SHERBERT: A little privacy. And, by the way, send over a . . .
     nice bottle of champagne on ice, huh?
     CASHIER: Sure will.
     SHERBERT: Real special. Somethin' . . . (To WINNER.) By the way .
     . . I'm Billy Sherbert, your casino manager.
     (He shakes hands with the WINNER.)
     WINNER: Hi.
     SHERBERT: Having a good time?
     (SHERBERT leads him away from the cage.)
     WINNER: Yes, uh . . .
     SHERBERT: You'll want to count the money in privacy. You know,
     you don't need . . .
     WINNER: Uh, I have a plane to catch to Cleveland . . . Can I get
     my winnings?


The WINNER is pushed through the door by two GUARDS followed by SHERBERT
and sees his pal moaning in pain and holding his broken hand.

     SIGNALLER: Look what they did to my hand, man!
     ACE: (Walks over to the WINNER) All right, I'm gonna give you a
     choice. You can either have the money and the hammer or you can
     walk out of here. You can't have both. What do you want?
     (SHERBERT stands next to the WINNER)
     WINNER: I just wanna get out of here.
     ACE: And don't forget to tell your friends what happens if they
     fuck around in here. You understand?
     WINNER: I'm sorry. I made a bad mistake.
     ACE: You're fuckin' right, you made a bad mistake. 'Cause if you
     come back here - we catch either one of you - we're gonna break
     your fuckin' heads and you won't walk out of here. You see that
     fuckin' saw? We're gonna use it. You don't fuck around in this
     place. You got it?
     WINNER: Yeah.
     ACE: Get out of here.
     WINNER: Thank you.
     (The GUARDS usher the WINNER out of the room.)
     ACE: (To the GUARDS, referring to the SIGNALLER) Throw him out in
     the alley. And just tell the cops he got hit by a car.


ACE and GINGER are alone in the living room. The apartment looks out on the
glittering neon signs of the Strip.

     ACE: (Voice-over) Within no time, everything was set in place. We
     got rid of the freelance scamsters. The per was way up. The gods
     were happy, or as happy as the gods can ever be. And I, I decided
     to complicate my life. For a guy who likes sure things, I was
     about to bet the rest of my life on a real longshot.

     ACE: We're not getting any younger. Don't you think it's time?
     Aren't you gettin' tired of all this shit? Bangin' around,
     hustlin' around?
     GINGER: What, are you trying to handicap me?
     ACE: I'm gonna do you one better. I'm trying to marry you. You
     want to marry me?
     (GINGER looks doubtful.)
     I'm serious. I mean, I - I want to settle down. I want a family.
     GINGER: (Sighs, laughing) You got the wrong girl, Sam.
     ACE: I know I'd be a good father. I know you'd be a good mother.
     GINGER: You don't know me. What, you've known me, two, three
     months. What do you know?
     ACE: I'm forty-three years old. I don't want to wait. I know you
     well enough to know that I really love you very much. And I can't
     think of anybody better to be with. And I don't feel like waiting
     GINGER: You know a lot of happily married people, Sam? 'Cause I
     ACE: Yeah, I know all that.
     GINGER: I care about you, a - But I just don't have those kind of
     feelings for you. I'm sorry. I'm not in love with you.
     ACE: (Brushing cigarette ash off his dressing gown) I - I - I . .
     GINGER: Understand? (Pause) I'm sorry.
     ACE: No, I - I . . . mean . . . that can grow as I - as long as
     there's a mutual respect . . . that kind of thing can grow. I'm
     realistic. I can accept that. But, you know, what is . . . what
     is love anyway? It's a . . . it's a mutual respect. It's - it's a
     devotion. It's a . . . it's a caring from one person to another.
     And if we could set up some kind of foundation . . . based on
     that mutual respect . . . I feel that eventually you would care
     enough about me . . . that I could live with that.
     GINGER: If it doesn't work out. You know, if it doesn't play out,
     then what happens to me?
     ACE: You know I'm doin' well now. And I'm gonna do even better.
     And so, whatever happens, if it doesn't work out between us, I'm
     gonna make sure you're okay for the rest of your life. And if
     there are kids, especially, you know, I'll take care of you
     better than you'd ever imagine.
     GINGER: (Interrupts) What're you . . . what're you pitching me,
     ACE: Just what I said. You'll be set up for the rest of your
     life. That I can promise you. (Pause) Want to take a chance?
     (She looks at him. ACE is holding her hand tightly.)


ACE and GINGER are seated at a banquet table with various guests, drinking
champagne. AMY, their six-month-old child is in a cradle. NICKY and
JENNIFER are hovering around the baby with LITTLE NICKY and are blissfully
happy. It is an elegant affair. City Officials, politicians and gaming
officials are there, plus, SHERBERT and Ace's boss, PHILIP GREEN. A
photographer takes pictures of the guests.

     ACE: (Voice-over) When I married Ginger I knew all the stories,
     but I didn't give a fuck. 'I'm Sam Rothstein,' I said. 'I can
     change her.'

     NICKY: (Voice-over) It was typical Ace. He invited the biggest
     people in town and he knew they'd show. Because he knew they all
     wanted somethin' from hom. With Ace, nobody ever got a free ride.
     Even Ginger. With her -
     (We see AMY in the cradle.)
     - he still covered his bets. They had to have the baby first,
     before they got married. Even made Jennie and me watch Amy for a
     few days when they went on their honeymoon. But I didn't mind, we
     loved the kid.

     (In slow motion camera moves in on ACE and GINGER, standing next
     to a large wedding cake. They are kissing. NICKY, SHERBERT and
     other guests look on. Camera moves in closer as they kiss, then
     past them to the bride and groom figurines on the cake.
     LESTER's and GINGER's telephone conversation is heard in
     voice-over this scene.)
     LESTER: (Over telephone) Can you feel my eyes on you? Can you
     feel me look into your heart? Can you feel me in the pit of your
     stomach? Can you feel me in you? In your heart?
     (We see a wide view of the elaborate wedding, guests mill about
     the banquet hall.)
     Don't make me come there. Answer me.
     GINGER: (Over telephone, sobbing) I love you.


LESTER DIAMOND is talking on the phone softly, cutting up cocaine on a
piece of glass.

     LESTER: (Into telephone) Bu-but, baby, do you know that I love
     you too?
     GINGER: (Over telephone) No, Lester.
     LESTER: (Into telephone) Do you know that?
     GINGER: (Over telephone) Yeah. This is the best thing I can do
     for my life right now.
     LESTER: (Into telephone) That's right.


GINGER is sitting alone on the phone. She's crying.

     LESTER: (Over telephone) So, it's gonna be okay, isn't it?
     GINGER: (Sobbing, into telephone) Promise?
     LESTER: (Over telephone) God . . . I wish you . . .