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Gone in Sixty Seconds (2000) movie script

by Scott Rosenberg.
4/6/99.

More info about this movie on IMDb.com
"I wonder," Toad said to himself presently, "I wonder
if this sort of car starts easily?"
     Next moment, hardly knowing how it came about, he
found that he had hold of the handle and was turning
it. As the familiar sound broke forth, the old
passion seized on Toad and completely mastered him,
body and soul ... He increased his pace, and as the
car devoured the street, he was only conscious
that he was Toad once more, Toad at his best and
highest. And he sped he knew not whither, fulfilling
his instincts, living his hour, reckless of what
might come to him... "

-- Kenneth Grahame, "THE WIND IN THE WILLOWS"


"All the redemption I can offer, girl, is beneath this dirty
hood... "

-- Bruce Springsteen, "THUNDER ROAD"



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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