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The Grifters (1990)

by Donald E. Westlake.
Based on the novel by Jim Thompson.
Second Draft. March 1989.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


FADE IN:

EXT. RUIDOSO DOWNS - DAY

AN ANGLE establishing the race track, Ruidoso Downs
(pronounced Ree-oh-do-so), set among the beautiful mountains
of New Mexico's Lincoln National Forest, as a white Chrysler
turns in with a stream of cars moving toward the parking
area.

AN ANGLE through the open driver-side window of the Chrysler
at LILLY DILLON, 39 but looking younger, beautiful but cold
and watchful.

WIDE SHOT, track in b.g. as Lilly parks the Chrysler, gets
out, locks the car. As she walks toward the track, WIPE
RIGHT, as SCENE TWO WIPES IN from the left. SCENE ONE CAMERA
FOLLOWS Lilly as she walks across the large parking area.
SPLIT SCREEN.

SCENE TWO:

EXT. SIDE STREET - DAY

Downtown Los Angeles, near the courts and the business
section. ROY DILLON, 25, handsome and charming but self
indulgent, parks his orange Honda convertible, gets out,
picks up a large ledger book from the back seat, goes around
to open the trunk.

AN ANGLE on the trunk, establishing the tools of the
salesman's trade: catalogs, samples, ledgers full of manuals
and product sheets. Roy adds the ledger from the back seat,
shuts the trunk, walks away.

EXT. 6TH STREET - DAY

Roy walks around the corner near a bar/restaurant. As he
approaches it, WIPE LEFT, the two half-width scenes
contracting to one-third each as SCENE THREE WIPES IN from
the right.

SCENE ONE: Lilly approaches the track's entrance doors.

SCENE TWO: Roy approaches the bar.

SCENE THREE:

EXT. SANTA MONICA BOULEVARD - DAY

A baby blue Cadillac parks in front of a jeweler.

AN ANGLE on the driver's door as MYRA LANGTRY, 36, beautiful
in an impersonal calculating way, gets out, carrying a small
jewelry care, and locks the car. At first glance, Myra looks
rather like Lilly. (Myra always wears large dangly earrings,
and usually wears big-lensed dark sunglasses.)

SIMULTANEOUSLY:

SCENE ONE: Lilly enters the track.

SCENE TWO: Roy enters the bar.

SCENE THREE: Myra enters the jeweler's.

WIPE RIGHT AND LEFT, as SCENE TWO takes FULL SCREEN.

INT. BAR - DAY

AN ANGLE on a hurried bartender in a full bar, crowded with a
NOISY lunchtime crowd. In b.g., Roy slithers his way to the
bar, waving a bill in the air to attract the bartender's
attention.

AN ANGLE on Roy as the bartender comes to him. Roy puts the
bill on the bar, holding it down with one finger, as he
SHOUTS his order. The bartender looks down.

BARTENDER'S POV: Roy's finger holds down a twenty dollar
bill.

AN ANGLE steep over Roy's shoulder, the twenty visible, as
the bartender hurries away to get the drink. Roy's hand makes
a fist, swallowing the twenty, opens, pushing a ten out onto
the bar, holding it there with one finger.

AN ANGLE on the bartender returning with a draft beer,
nodding to other ORDERS shouted to him along the way, putting
the beer down, grabbing the bill without looking at it,
hurrying away.

AN ANGLE on Roy, content, smiling, sipping his beer.

AN ANGLE on the bartender, hurrying by, slapping Roy's change
down, moving on, Roy nodding acknowledgement, reaching out.

CU, the change, a ten dollar bill on top. Roy's hand closes
over it.

EXT. TOTE BOARD - DAY

WIDE SHOT, the tote board at the track, showing the shifting
odds on the horses for the next race, the amounts bet.

CLOSE SHOT, number 3. Not much bet, odds 70-1.

EXT. RUIDOSO DOWNS - DAY

AN ANGLE on Lilly, frowning at the tote board. She carries a
large heavy shoulder-bag, which she opens, looking in it as
though it were a file drawer.

AN ANGLE on Lilly studying the contents of her bag, the track
beyond her, the mountains visible out beyond the track wall.
Lilly moves.

AN ANGLE on a high-dollar betting window, as Lilly
approaches, taking bank-banded wads of bills from her bag.

EXT. TOTE BOARD - DAY

A change of numbers sweeps across the board.

EXT. RUIDOSO DOWNS - DAY

Lilly moves away from the betting window, tucking betting
tickets into her bag.

ECU, Lilly's bag, compartmented, with stacks of money, small
envelopes and notes on notepaper in each compartment. Lilly
carefully files the betting slips.

AN ANGLE on Lilly looking out at the tote board.

EXT. TOTE BOARD - DAY

CU, number 3. Odds 32-1.

EXT. RUIDOSO DOWNS - DAY

AN ANGLE on Lilly, not satisfied. She turns and goes back.

AN ANGLE at the betting window as Lilly arrives and makes
more bets.

EXT. TOTE BOARD - DAY

CU, number 3. Odds 32-1. CROWD NOISE INCREASES. The numbers
shift: odds 26-1.

		CALLER (O.S.)
	And they're off!

INT. JEWELER'S OFFICE - DAY

Very quiet, stately; abrupt contrast with the track. A slow
ticking clock.
Myra sits in the client's chair, while at the desk sits the
JEWELER, a pleasant but overweight man of 40, who studies a
jeweled bracelet through a loupe. He sighs, drops the loupe,
shakes his head regretfully.

		JEWELER
	Mrs. Langtry, I'm sorry.

		MYRA
	Why? What's wrong?

		JEWELER
		(personal emotion mixed
		 in)
	You are a valued customer, as you
	know.

		MYRA
	But what's wrong?

		JEWELER
	I can't understand a thing like
	this. It's something you almost
	never see.

		MYRA
	What is?

		JEWELER
		(holding up bracelet)
	This is some of the finest
	filigreed platinum I've ever seen.
	But the stones, no. They're not
	diamonds, Mrs. Langtry.

		MYRA
	But they must be! They cut glass!

		JEWELER
		(wry)
	Glass will cut glass, Mrs. Langtry.
	Do you know where it was purchased?

INT. HOTEL ROOM - DAY

An expensive hotel room, with a sunstruck day beyond the
windows. Myra, naked, a few years younger, sits cross-legged
on the bed and laughs at COLE "FARMER" LANGLEY, 55, stringy
bodied, who stands naked, his back to us, hands on hips,
presenting himself to Myra. She reaches forward, hand hidden
by his body as she lifts something that was hanging on
something at the front of him. She brings back the bracelet,
looks at it, is delighted, puts it on, and then leans forward
again toward the unmoving Cole, her head hidden by his body.

INT. JEWELER'S OFFICE - DAY

		MYRA
	It was a gift. It isn't worth
	anything at all?

		JEWELER
		(warm, encouraging)
	Why, of course it is. I can offer
	you -- well, five hundred dollars.

Myra expected -- and needed -- a lot more. She's worried,
tense, but stuck. She nods.

		MYRA
	All right.

		JEWELER
		(rising)
	I'll get you a check.

He leaves the room. Myra grimaces, in almost physical pain.

INT. SECOND BAR - DAY

Another crowded lunchtime bar. A big beefy BARTENDER moves
quickly, carrying a draft beer.

AN ANGLE on Roy, in position, finger holding bill down, as
the bartender arrives, puts down the beer, reaches for the
bill, stops, stares at the bill.

TWO SHOT, the bartender and Roy, as the bartender gives Roy a
very cold look. He knows, and Roy knows he knows. Roy tries
an innocent smile, which doesn't work. Roy moves.

CU, the ten dollar bill, as Roy grabs it, but the bartender
simultaneously grabs Roy's wrist.

AN ANGLE on Roy and the bartender as Roy tries to pull away
and the bartender holds him with his left hand while reaching
under the bar with his right. He comes up with a sawed-off
baseball bat. Roy, seeing it, throws his free arm up to
protect his head, but the bartender pushes the blunt end of
the bat straight across the bar at a downward angle and hard
into Roy's solar plexus, driving the air out of him and
propelling him back away from the bar, leaving the ten. The
nearest CUSTOMERS on both sides become aware that something
happened, but nothing follows and they're already involved in
conversations. The bartender scoops up the ten as he puts the
bat away under the bar.

AN ANGLE on Roy, arms folded across his torso, staring in
shock toward the bar, where the space he filled has already
been closed in by other bodies. Nearly retching, he stumbles
toward the door.

EXT. RUIDOSO DOWNS - DAY

AN ANGLE on four PEOPLE at a table, CHEERING a race,
switching to disgust and despair when they lose, moving away
from the table, leaving their betting tickets behind. Lilly
passes by, smoothly and casually scoops up the tickets, moves
on along a row of tables, and there finding more tickets.

INT. JEWELER'S OFFICE - DAY

Myra sits as before. The jeweler enters with a check, which
he hands her. She looks up at him, making no move to leave.

		JEWELER
	I hope you're not too badly
	disappointed with us, Mrs. Langtry.

		MYRA
	It's not your fault.

		JEWELER
	You'll give us an opportunity to
	serve you again, I hope. If there's
	anything you think we might be
	interested in...

		MYRA
	I have only one thing now. Are you
	interested?

		JEWELER
	Well, I'd have to see it, of
	course.

		MYRA
	You are seeing it. You're looking
	right at it.

The jeweler is puzzled, then startled.

		JEWELER
	I see.

He turns away, goes behind his desk, sits down, looks at
Myra.

		JEWELER
	You know something, Mrs. Langtry? A
	bracelet like that very rarely
	happens. A fine setting and
	workmanship usually mean precious
	stones. It always hurts me when I
	find they're not. I always hope --
		(faint sad friendly smile)
	-- I'm mistaken.

Myra likes him better now, even though he hasn't solved her
problem. She rises.

		MYRA
	Thank you. For everything you felt
	you could do.

EXT. STREET - DAY

Roy has been throwing up but is finished now. He's sprawled
like a shot deer across the hood of his Honda, still
clutching his stomach. A police car stops, the passenger COP
gets out. He's suspicious at first.

		COP
	Sir? Everything all right?

The sight of the uniform forces Roy into gear. He
straightens, smiling through his pain.

		ROY
	Getting better. A bad shrimp, I
	think.

The con's suspicion changes to concern.

		COP
	Want us to take you to a doctor?

		ROY
	No no, I'm fine now, thanks,
	anyway. Still got a lot of clients
	to see.

		COP
	Take it easy, now.

		ROY
	Oh, I will.

EXT. RUIDOSO DOWNS - DAY

Late afternoon. AN ANGLE on the parking area, where almost
all the cars are gone and the few remaining are widely
separated. The white Chrysler is one of these. Lilly walks to
it from the track entrance.

AN ANGLE on the Chrysler as Lilly opens the trunk, puts her
bag inside.

CLOSE UP, Lilly and the trunk. She takes betting tickets from
her bag, sorts them, files them in envelopes in different
compartments, puts some to one side, then sorts through these
separated tickets, throwing some away, keeping some. She
takes money from the bag, puts tickets in, closes the bag
with the money on the trunk floor. Reaching farther in, she
lifts the pad deep inside the trunk, lifts the metal floor
panel, and reveals a cache mostly filled with money. She adds
today's skim, puts everything away, puts the bag back on her
shoulder, closes the trunk.

EXT. MADERO APARTMENTS - DAY

A shabby apartment hotel on Wilshire. An exterior hall
balcony on each floor has the entrance doors to the front
apartments. Roy's Honda makes the turn and enters the
basement garage.

INT. MADERO LOBBY - DAY

Modest but clean. The owner, SIMMS, a sloppy garrulous old
bore, talks with a potential RENTER.

		SIMMS
	Put it this way, now. Say I rent to
	a woman, well, she has to have a
	room with a bath. I insist on it,
	because otherwise she's got the
	hall bath tied up all the time,
	washing her goddamn hair and her
	clothes and everything she can
	think of.

In b.g., Roy, still in pain, comes out of the elevator, waves
to Simms, who waves back without pausing in his monologue,
and crosses to the mailboxes.

		SIMMS
	Now, your minimum for a room with
	bath is three hundred a month, just
	for a place to sleep and no cooking
	allowed.
	And just how many of these tootsies
	make that kind of money and have to
	eat in restaurants and buy clothes
	and --

Roy, carrying his junk mail and pretending not to be in pain,
crosses to Simms.

		ROY
	Mr. Simms.

		SIMMS
		(fawning)
	Why yes, Mr. Dillon. Here's a
	potential new neighbor, looking at--

		ROY
		(uninterested)
	Uh-huh. Mrs. Langtry may drop by.

Simms doesn't like Mrs. Langtry, but can't say so.

		SIMMS
	I'll send her right up.

Roy goes back to the elevator. Simms continues his monologue.

		SIMMS
	I had my first hotel thirty-seven
	years ago in Wichita Falls, Texas,
	and that's where I began to learn
	about women. They just don't make
	the money, you see, not regular
	they don't, and there's only one
	way they can get it.

Roy enters the elevator.

		SIMMS
	Now, that Mr. Dillon there, that's
	the fine type of person I have in
	mind for here. Like yourself, I
	have no doubt. He's a salesman,
	regular as clockwork, has a suite
	here. Fine man. Now, about these
	women. At first, you know, they
	just go out and do it now and then,
	just enough to make ends meet. But
	pretty soon they got that bank open
	twenty-four hours a day, and then
	you've got trouble. Hookers and
	hotellin' just don't mix.
	You'd think the cops'd be too busy
	catching real criminals, not
	snooping around after working
	girls, but that's the way the gravy
	stains, as the saying is, and I
	don't fight it. An ounce of
	prevention is my motto.

Myra enters from the front, looks across at Simms, points
upward. Simms calls to her.

		SIMMS
	Oh, yes, Mrs. Langtry, he's up
	there, he's expecting you.

Myra crosses to the elevator. Simms speaks more softly.

		SIMMS
	If you keep out the women in the
	first place, see, you keep out the
	hookers, and then you keep out the
	cops, and that's how you have a
	clean place.

EXT. ROY'S APARTMENT - DAY

AN ANGLE along the balcony, with Roy's apartment door in f.g.
and Los Angeles in b.g. Myra crosses to the door, opens it
with her key, enters.

INT. BATHROOM - DAY

A small crowded old-fashioned bathroom. Roy, shirt open and
trousers pushed down almost to his crotch, looks in the
mirror at purplish greenish bruises on his stomach. He
touches his stomach, winces.

		MYRA (O.S.)
	Roy?

He looks at the door, then grins at his reflection.

		ROY
	Your medicine is here.

He leaves the bathroom.

INT. LIVING ROOM - DAY

Hotel furniture, shabby and anonymous. On the walls,
contrasting with everything else, are two crying-clown
pictures on black velvet, mounted in big boxy frames. Myra
stands in the middle of the room, and Roy enters, shirt and
trousers still disarranged.

		MYRA
		(amused by clothing)
	Well, well. In a real hurry, are
	we?

		ROY
	Always, for you, baby.

He reaches for her, but she playfully holds him off.

		MYRA
	You aren't taking me for granted,
	are you?

		ROY
	Taking you for granite?

He grins, as his fingertip prods her breast.

		ROY
	That isn't granite. If that fell on
	me, it wouldn't hurt at all.

		MYRA
		(playing along)
	Are you sure?

		ROY
		(pulling her close)
	Let's find out.

EXT. HIGHWAY PHONE BOOTH - DAY

Lilly's white Chrysler is parked next to an open-air phone.
Traffic whizzes by. Lilly talks on the phone, with pen and
notebook at the ready. The racetrack is visible in the b.g.

		LILLY
	I'm done here. Do I come back to
	Baltimore?

INT. OFFICE - DAY

It could be an expensive, if gaudy, lawyer's office.
Baltimore harbor is visible past the windows. IRV, the
accountant, sits at a desk covered -- but neatly covered --
with ledgers, computer printouts, etc. He speaks on the
phone.

		IRV
	Bobo wants you to go on to Delmar.

INTERCUT PHONE BOOTH AND OFFICE

		LILLY
	Delmar? I never go out to
	California. That's a thousand miles
	from here.

		IRV
	Nine hundred. Bobo needs somebody
	to handle playback this time. Come
	on, Lilly, you don't argue with
	Bobo.

		LILLY
		(fatalistic)
	I know.

		IRV
	Take two, three days. Call when you
	get there.

		LILLY
	Maybe I'll swing around Los Ang
	gleez on the way.

This is Lilly making the best of the situation. She listens a
bit more, GRUNTS a farewell, hangs up, moves to her car.

INT. BEDROOM - DAY

Again, anonymous hotel furniture. Roy and Myra naked in bed,
he on his back, she straddling him, both moving gently. He's
half feeling pleasure, half unconscious.

		MYRA
	Roy?

		ROY
	Mm?

		MYRA
	Look at me.

		ROY
	Oh, I am, baby, believe me.

		MYRA
	Roy? It this all we have?

		ROY
	All? It ain't bad.

		MYRA
	No more than this?

He tries to concentrate on her.

		ROY
	What are you talking abut, Myra?
	Marriage?

		MYRA
	I didn't say that. You aren't
	marriage material.

He keeps watching her, ironic, hips moving. Looking for a
distraction, she notices the bruise on his stomach.

		MYRA
	What's that?

She touches it; he flinches back, in real pain.

		ROY
	Ow! Hey, what are you trying to do,
	throw me off my game?

		MYRA
		(laughing)
	No, baby. Come to Mama.

She folds forward onto him. He puts his arms around her. They
rock together slowly.

EXT. MOTEL - DAY

The same mountains in b.g. as at the track. Lilly carries two
small bags from her motel room, puts them on the back seat of
the Cadillac, gets behind the wheel, drives away.

INT. BATHROOM - DAY

Myra, dressed, primps at the mirror, surveys herself
critically, is reasonably satisfied, leaves.

INT. BEDROOM - DAY

Roy lies supine on the bed, semi-conscious, half-covered by a
sheet. Myra, casual, not noticing his condition, leans her
head in through the doorway.

		MYRA
	Wore you out, did I? It's a good
	woman you can't keep down, baby.

He moves fitfully, CROAKS an attempt at speech.

		MYRA
	Have a good sleep, baby. Call you
	tomorrow.

He sits up, trying to grin and be easy.

		ROY
	Wait'll next year.

AN ANGLE across Roy's profile, with open bedroom door beyond
him. Through it, the living room and outer door can be seen.
Myra crosses the living room, opens the door. Bright sunlight
pours in, emphasizing the sweat on his face. She closes the
door, and he gives up trying to smile. Gingerly, he touches
his bruised stomach, winces.

		ROY
	Damn that guy.

He's going to get out of bed, but movement creates pain. He
sits back against the headboard, looks around, reaches
painfully to the bedside table drawer, takes a quarter from
it, studies the quarter, feels it with fingertips, places it
on the back of his left hand, slowly moves the soft pads of
his right palm over it, then turns the quarter over and
repeats. Then he takes the quarter in his right hand, flips
it, slaps it down onto the back of his left hand, SPEAKS
simultaneously with the hands coming together.

		ROY
	Smack.

He looks away, right hand moving minimally on left hand.

		ROY
	Heads.

He lifts the right hand, nods, then flips the coin again,
looks away, moves the right hand slightly.

		ROY
	Heads.

Again he's right. Again he repeats.

		ROY
	Tails.

He's about to repeat when a wave of weakness comes over him.
He sits back, gasping, but won't acknowledge the problem.
He forces himself to flip the coin, misses catching it, finds
it on the blanket, flips it again, slaps it onto the back of
the other hand, looks away.

		ROY
	Tails.

Right again. He prepares to flip the coin, but then his hand
sags onto the covers, his chin drops, his eyes glaze.

		ROY
		(whispered)
	How much can I bet?

INT. PASSENGER TRAIN - DAY

The train runs through a forest, tree shadows making a light
and-dark pattern. Roy, four or five years younger, sits with
a three-core-monte gang, consisting of a DEALER, a spectacled
SHILL beside him, Roy facing the dealer, a ROPER next to Roy.
On a briefcase on the dealer's lap are three cards, face up:
An ace and two deuces. Across the aisle, alone in the seats,
sits MINTZ, a conman in his fifties, pretending not to watch,
but watching with amusement.

		DEALER
	That's between you two. I got
	nothing at stake here, I'm just
	dealing.

		SHILL
	What if we both guess wrong? You
	aren't gonna take...

The dealer turns aside, allowing himself to be distracted. He
and the shill ARGUE nonsensically. The roper nudges Roy, then
reaches out and crimps the ace. Roy's doing a wide-eyed
bumpkin kid; he stares at the roper in delight and amazement.

AN ANGLE on the shill, arguing with the dealer but looking
toward Roy and the roper, then increasing the force of his
argument.

AN ANGLE across the amused Mintz at the roper whispering to
Roy.

TWO SHOT, Roy and the roper.

		ROPER
	We got him now! Put down that big
	bill you got.

		ROY
		(whispered)
	The fifty or the hundred?

		ROPER
	The hundred! Hurry!

		ROY
		(doubtful)
	The ace is what I want?

The roper's having trouble keeping his patience.

		ROPER
	Sure it is!

TWO SHOT, the dealer and the shill, fake-squabbling, Roy and
the roper seen in b.g. between their faces, Roy finally
bringing out his wallet, withdrawing a bill. Relieved, the
dealer and the shill cut the crap.

AN ANGLE on the group as Roy puts his hundred dollar bill on
the briefcase.

		ROY
	Is that okay?

The shill pulls a messy wad of bills from his inner pocket,
uses most of it to cover the bet.

		SHILL
	You're damn right that's okay.

		DEALER
		(picks up the cards)
	Whoever finds the ace, wins.

ECU, the dealer's hands, shuffling the cards at lightning
speed. He deals the cards out face down.

INT. BEDROOM - DAY

CU, Roy's sweat-covered face, eyelids fluttering.

		ROY
		(whispered)
	Dark in here.

INT. PASSENGER TRAIN - DAY

AN ANGLE on the group. Roy squints at the cards, light and
dark playing on his face.

		ROY
	Too dark. I just can't see.

Casually, but too quickly to be stopped, he reaches across
and plucks the shill's glasses off.

		ROY
	Let me borrow these, will you?

AN ANGLE across Mintz, surprised and amused, at the group in
b.g., in consternation as Roy puts on the glasses and looks
down at the cards.

		ROY
	Now, that's better.

ROY'S POV: The glasses are 'readers.' Through them, a large
gray 'A' can be seen on the back of one of the non-crimped
cards. Roy's hand reaches out and flips it over. It's the ace
of spades.

INT. BEDROOM - DAY

AN ANGLE across Roy toward the doorway. Roy, eyes closed,
smiles in triumph, then winces in pain. Mintz partially
appears, hovering beside the bed, grinning at Roy.

		MINTZ
	I didn't teach you that.

		ROY
		(whispered)
	You taught me a lot. Then I
	invented.

INT. AIRPORT DEPARTURE LOUNGE - DAY

Weary bored people sit around waiting. Roy, 17, lugging a big
suitcase, walks through, takes a seat near Mintz, who's doing
card tricks for his own pleasure. Roy watches, then moves
closer.

		ROY
	Let me see how you did that one.

		MINTZ
	Scram. Go home.

		ROY
	I can't. I just left home.

		MINTZ
	You're too young. You should be in
	school.

		ROY
	I am in school.

Mintz peers at him, taking an interest. Then he holds up the
five of spades, shows it to Roy, puts it back in the deck,
shuffles, shows Roy the deck.

		MINTZ
	Where's the five?

		ROY
	In your other hand.

Mintz grins slowly, turns his hand over with the palmed card
showing.

INT. BEDROOM NIGHT

Roy slumps, eyes closed, half-smiling, with the fever Mintz
hovering. Roy's smile fades, his fluttering eyelids grow
still, his face slack. The fever Mintz fades and disappears.

EXT. HIGHWAY - DAY

AN ANGLE on a large sign indicating "Los Angeles" straight
ahead. CAMERA PANS DOWN and around 180 degrees to face the
several lanes of heavy Los Angeles-bound traffic. LONG BEAT.
Hundreds of cars rush by. CAMERA PANS with Lilly's white
Chrysler as it comes along in the stream.

AN ANGLE through the Chrysler's left side window at Lilly,
driving, concentrating, biting her left thumbnail. She
becomes aware that's what she's doing, shakes her head in
irritation: She's trying to break herself of this habit.
Ostentatiously she tucks the thumb into her fist, rests the
fist on top of the steering wheel, where she can keep an eye
on it.

HIGH ANGLE on the westbound lanes. The Chrysler passes. Soon
it's out of sight among all the other cars. LONG BEAT.

INT. BEDROOM - DAY

AN ANGLE across the unmoving unconscious Roy toward the
doorway. The apartment door beyond the living room opens,
throwing light on Roy, who doesn't react. Lilly enters, in
silhouette, closes the door, crosses toward the bedroom.
(Until she speaks, we can't be quite sure who this is. With
the similarity between herself and Myra, this could be Myra.)

		LILLY
		(hesitant)
	Roy?

No reaction. Lilly, getting worried, moves closer, through
the bedroom doorway.

		LILLY
	Roy? You asleep?

His head moves slightly. He barely has strength to speak.

		ROY
	Myra?

She moves forward to the side of the bed, only her torso IN
FRAME. She touches a hand to his forehead.

		LILLY
		(startled)
	My God!

She turns, hurries back to the living room, looks around for
the phone, crosses to it, dials, SPEAKS. Roy's eyes open, he
frowns.

		ROY
	Lilly?

INT. LIVING ROOM - DAY

Lilly, hard and fast and urgent, on the phone.

		LILLY
	Tell the doctor I work for Bobo
	Justus, and this is an emergency.
	Don't worry, he knows who Bobo is.

INT. BEDROOM - DAY

AN ANGLE down toward Roy, from above, he's weak but troubled.
Eyes closed, frowning, whispering.

		ROY
	Go away, Lilly. Go away.

Roy's eyes close. He looks dead. SLOW FADE.

INT. LIVING ROOM - DAY

The DOCTOR, a nervous heavyset man in his fifties, a drinker
from the look of him, is on the phone in b.g., while Lilly
prowls the room, looking at everything with distaste, then
stopping to frown at the box-framed clown pictures. She
doesn't get it. She touches one of the pictures, trying to
understand. The doctor hangs up, turns to Lilly.

		DOCTOR
		(lugubrious)
	The ambulance is on the way, for
	what good it will do.

		LILLY
	What? He's going to be all right!

		DOCTOR
	Mrs. Dillon, your son was in some
	sort of accident. He's had an
	internal hemorrhage, he's bleeding
	to death inside.

		LILLY
	Well, make it stop!

		DOCTOR
	His blood pressure is under a
	hundred. I don't think he'll live
	to get to the hospital.

		LILLY
		(icy, stern)
	You know who I work for.

He's uncomfortable, wants to dismiss that part of his life.

		DOCTOR
	Yes, yes, but that's --

		LILLY
	My son will be all right. If he
	isn't, I'll have you killed.

The doctor stares at her in astonishment, then in belief.
SOUND of ambulance siren. To break the moment, he crosses to
the door, opens it. Light bathes Lilly. The doctor steps back
across the threshold, waiting for the ambulance. He looks
back at Lilly, who stares at him.

INT. AMBULANCE - DAY

ECU, Roy, skin pallid, eyes closed and sunken, lips white.
SOUND of siren LOUDER. SOUND SEGUES to CHILD CRYING. CRYING
FADES.

INT. HOTEL LOBBY - DAY

A clumsy slum hotel fifteen years ago, with a tiny lobby, the
DESK CLERK at a half-door in one wall. Lilly, at 24, enters
from the street. This is a definite hooker, with bright
maroon hair and a black-and-white miniskirt. She stops
wordlessly at the desk for her key.

		CLERK
		(handing key)
	Your kid's in the back here. He's
	crying.

		LILLY
	Roy? He's always crying.

		CLERK
		(sympathetic to Roy)
	The kids beat him up, because his
	home life is, uh, different.

		LILLY
		(ironic)
	I like you, too.

The clerk shrugs. He doesn't like this tough broad. He turns
and calls back into his office.

		CLERK
	Roy, your mother's here.

Roy, 10, comes reluctantly out to Lilly, sniffling and
rubbing his arm.

		LILLY
	So what's your story today?

		ROY
	They twisted my arm.

		LILLY
		(laughing lightly)
	Only one arm?

He tries not to cry, and shows her a space between his teeth.

		ROY
	They knocked out my tooth!

		LILLY
	Only one tooth?

Roy's frustrated, unhappy, having nowhere else to turn.

		ROY
	You always say that!

Lilly won't take him seriously, but she relents enough to
stop teasing him, and to pat his head, ignoring how he
flinches away.

		LILLY
	Come on, kid, let's see if there's
	any food in the house.

		CLERK
		(there's no food)
	Hah.

Lilly gives him a jaundiced look, walks Roy to the stairs and
up. The clerk, scornful but sexually interested, watches her
go.

INT. HOSPITAL ROOM - DAY

ECU, Roy in a hospital bed, with more color in his face,
breathing more normally. He begins to react to the sound of
people speaking.

		MYRA (O.S.)
	No, really, you're Roy's mother?
	That's impossible!

		LILLY (O.S.)
	Not quite. But I'm not sure who you
	are, Mrs... Langtry, was it?

Roy's eyes open, he looks toward the voices.

		MYRA (O.S.)
	I'm Roy's friend.

WIDE SHOT, Lilly and Myra facing one another across the foot
of Roy's bed, in a two-bed hospital room. (The OLD MAN in the
other bed sleeps through the scene.) Neither woman is yet
aware that Roy's awake. Lilly looks Myra up and down, with
obvious contempt.

		LILLY
	Yes. I imagine you're lots of
	people's friend.

Myra moves one pace to the side, studying Lilly's face.

		MYRA
	Oh, of course, now that I see you
	in the light, you're plenty old
	enough to be Roy's mother.

		LILLY
		(sweet smile)
	Aren't we all?

		ROY
		(very weak, but amused)
	Play nice. Don't fight.

The women, startled, both move toward Roy, one on each side
of the bed.

THREE SHOT, Myra and Lilly both leaning over to look down at
Roy's sleepy face.

		MYRA
	Darling!

		LILLY
	Roy. You're going to be all right.

		ROY
	Sure I am. What made you turn up,
	after all these years?

		LILLY
	I'm working down in San Diego. Just
	for a few weeks.
		(awkward laugh)
	Thought I'd drop in on my long-lost
	son.

		ROY
		(cold)
	Nice to see you.
		(turns to Myra)
	What am I doing in here?

		MYRA
	You were bleeding inside, honey.
	Remember that bruise you had?

		ROY
	You called the doctor, huh?

		MYRA
		(reluctant)
	Well, no, Roy. Your mother found
	you.

		ROY
		(tossing It away)
	Oh, yeah?
		(very casual, to Lilly)
	Thanks.
		(back to Myra)
	How long do they say I'm in here?

Myra's willing to fight with Lilly, but Roy's attitude toward
his mother makes her uncomfortable.

		MYRA
	Roy... Your mom saved your life.

Roy turns his head, gives Lilly an ironic smile. Lilly waits,
holding herself in.

		ROY
	Yeah? Only one life?

She nods, accepting that, but then responds.

		LILLY
	Second time I gave it to you.

Roy gives her a cold smile, then turns to Myra for the ironic
explanation.

		ROY
	I was kind of... inconvenient...
	for Lilly.

Lilly has nothing but contempt for Myra. To be humiliated in
front of Myra -- and by her son -- is the worst thing that
could happen to her. She makes as dignified an exit as she
can.

		LILLY
	Well... You're all right now, I
	guess. I have to get down to the
	track.

		ROY
		(reluctant, but it's
		 necessary)
	Thanks, uh, Lilly.

		LILLY
		(awkward laugh)
	Don't mention it.

		ROY
	I guess I owe you my life.

		LILLY
		(faint smile)
	You always did.

Lilly exits. Myra looks after her, curious.

		MYRA
	"Down to the track?"

Roy will not talk about this, with anyone. His response is
cold, closing the subject.

		ROY
	Her job.

		MYRA
		(bright smile)
	I want to know everything about
	you.

		ROY
		(easy grin)
	You do. And once I'm out of here,
	I'll remind you of the best parts.

They smile flirtatiously at one another, both with their
minds on other things.

INT. BATHROOM - DAY

Very messy, small. Myra showers. She finishes, emerges, wraps
herself in a towel, opens the crowded messy medicine cabinet,
removes cosmetics and other items, starts to tweeze her
eyebrows. Doorbell RINGS. She looks irritated, ignores it.
Long doorbell RING. Exasperated, she slaps the tweezers down,
exits.

INT. LIVING ROOM - DAY

Another furnished apartment, this one with Myra's clothing
and dishes and glasses and other junk all over it.
She crosses to the door, pulls it open. The APARTMENT MANAGER
enters; a sullen, nervous, heavyset man.

		MYRA
		(angry, but defensive)
	You heard the shower, didn't you?

		MANAGER
	I don't care about that. This time,
	I gotta have the rent.

Myra forces herself to be more pleasant.

		MYRA
	Joe, I thought I was gonna be all
	right by now, I just need a little
	more --

		MANAGER
	It isn't the owner, Myra, it's my
	wife. She knows what's going on.
	This time, I gotta have the money.

		MYRA
	Joe, you know you'll --

In gesturing, Myra "accidentally" loses the towel, then wraps
it around herself again as the manager stares nervously away.
She smiles, knowing she's got him.

		MYRA
	Joe, could we talk it over? Do you
	want a drink?

		MANAGER
	My wife sent me here, Myra. For the
	money. She's waiting.

		MYRA
	I'll have it tonight. Nine o'clock?
	Ten?

		MANAGER
		(trying to be determined)
	This time...

		MYRA
	We'll work something out, Joe.

She strokes his arm, smiling. He flees. She smiles till he's
gone, then looks worried, leans her head against the door.

INT. HOSPITAL ROOM - DAY

Roy, very comfortable in pajamas and robe, sits in a
wheelchair beside the bed, with magazines lying handy on the
bed. Myra, irritable, paces beside him.

		MYRA
	I don't see why you're still here.
	You look healthy to me.

		ROY
	I just do what the doctor says,
	babe.

		MYRA
	You're just comfortable, that's
	all. You don't even ask to go home.
	You just lie around, let your mama
	take care of you.

		ROY
		(truly astonished)
	Mama!

		MYRA
	Who else is paying for all this?
	You badmouth the woman all the
	time, but you sure do take the
	payoffs she gives you.

		ROY
		(insulted)
	I'll pay Lilly back, don't you
	worry about that.

		MYRA
	I don't like to come here, Roy.
	Every time I do, your mother comes
	in and makes remarks.

		ROY
	That's just Lilly's way.

		MYRA
	And you never defend me. You're
	afraid of her.

		ROY
	Oh, don't be stupid.

		MYRA
	You're a mama's boy, if you want
	the truth.

This is so absurd, Roy doesn't know how to respond.

		ROY
	Are you kid --? I hadn't even seen
	her in seven years!

Lilly enters, smiling in self-confidence. A large ugly burn
is on the back of her right hand.

		LILLY
	Should my ears be burning?

		MYRA
		(surly)
	They might as well.

Lilly gives her a mock-admiring look.

		LILLY
	I heard those skirts were coming
	back.

Myra's not quite up to direct confrontation with Lilly. She
glowers at Roy instead.

		MYRA
	Get well soon.

		ROY
		(easy)
	Every day in every way.

		MYRA
	I'll see you when you get home.

Myra stalks out. Acting as though Myra hadn't existed, Lilly
puts her bag on the bed, takes mail from it.

		ROY
	What happened to your hand?

		LILLY
		(casually dismissive)
	Just a little accident. I went by
	your place, picked up your mall.
	Just bills, I'll take care of them.

		ROY
	I can take care of my own bills,
	Lilly.

		LILLY
		(indifferent shrug)
	Whatever you say. The manager says
	your boss called.
		(crooked grin)
	Really pulled the wool over
	everybody's eyes, huh?

		ROY
	What are you talking about? So I've
	got a job. So what?

		LILLY
	Stop kidding me! Four years in a
	town like Los Ang-gleez, and a
	peanut selling job is the best you
	can do? You expect me to believe
	that?

		ROY
		(spreads hands; it's
		 obvious)
	It's there. The boss called, you
	said so yourself.

		LILLY
	And that dump you live in! Those
	clown pictures on the walls!

This reference alerts and worries Roy, which he tries to
hide.

		ROY
	I like those.

		LILLY
	You do not! Roy Dillon? Cornball
	clown pictures? Commission
	salesman? It's all a front, isn't
	it? You're on the grift, I know you
	are. You're working some angle, and
	don't tell me you're not because I
	wrote the book!

		ROY
		(defensive)
	You're one to talk. Still running
	playback money for the mob.

		LILLY
	That's me. That's who I am. You
	were never cut out for the rackets,
	Roy, and if you --

		ROY
	How come?

She considers him. His expression is jaunty, daring her. She
gives him a somber answer.

		LILLY
	You aren't tough enough.

He's afraid she's right. He covers the doubt with a display
of self-assurance.

		ROY
	Not as tough as you, huh?

		LILLY
		(dead serious)
	No. And you have to be.

She holds up her burned hand, showing it to him.

		LILLY
	You asked me about this. You really
	want to know what happened?

He isn't sure he does; but what choice does he have?

		ROY
	Up to you.

		LILLY
	My boss is a guy named Bobo Justus,
	back in Baltimore. When a long shot
	gets too much action, I have to put
	money on that horse at the track,
	because it's the only way to get
	the odds down.

		ROY
	Sure.

		LILLY
	The first day of the Delmar meet,
	there was a nag called Bluebell. I
	should have been on it. But that
	was the day after you came in here,
	so I stuck around to see how you
	were gonna be.

He would speak protest, deny, explain, but she cuts him off.

		LILLY
	That was my choice, nothing to do
	with you. I took a chance, and it
	didn't work out.

		ROY
	Bluebell came in?

		LILLY
	I sent Bobo ten grand of my own
	money, like it was the winnings
	from my bets. I hoped that would
	cover me.
		(shrug)
	It didn't.

EXT. DELMAR DAY

AN ANGLE on the exit doors toward the parking lot. Lilly
comes out, self-absorbed, then sees something ahead of her,
falters briefly, keeps walking, tries a very shaky smile.

REVERSE ANGLE, as Lilly approaches her car. BOBO JUSTUS, 50,
a blunt hoodlum in a good suit and a civilized veneer, stands
leaning against the car, arms folded, squinting behind
sunglasses.

		LILLY
	Hi, Bobo.

		BOBO
	Did I buy you that dress, you piece
	of shit?

Lilly's scared, startled, but trying to figure out how to
play this.

		LILLY
	Well, I guess so. You're the guy I
	work for.

		BOBO
	You work for me, huh? Then I just
	may flush you down the toilet.
	Drive me to the Durando.

Bobo gets into the passenger seat, while Lilly nods
convulsive agreement and hurries around to get behind the
wheel. The car jolts forward, then smooths, and heads for the
gate.

INT. CHRYSLER - DAY

Driving along the highway. Lilly concentrates on traffic.
Bobo heavily watches her profile, finally speaks.

		BOBO
	Bluebell.

Lilly's eyes briefly close, her shoulders sag. Then she goes
back to the silent alert person she'd been. Bobo nods.

		BOBO
	How'd you figure you were gonna get
	away with that?

		LILLY
	I'm not getting away with anything,
	Bobo.

		BOBO
	You're fuckin right you're not. How
	much did your pals cut you in for
	on that nag, huh? Or did they give
	you the same kind of screwing you
	gave me?

		LILLY
	I was down on that horse, Bobo. Not
	as much as I should have been, but
	there was a lot of action on those--

Bobo taps a fingertip against the side of her head to shut
her up. She shuts up.

		BOBO
	One question. Do you want to stick
	to that story, or do you want to
	keep your teeth?

		LILLY
	I want to keep my teeth.

		BOBO
	Now I'll ask you another. You think
	I got no contacts out here? That
	nag paid off at just the opening
	price. There wasn't hardly a
	flutter on the tote board from the
	time the odds were posted. There
	ain't enough action to tickle the
	tote, but you claim a ten grand
	win!
	You send me ten thousand dollars,
	like I'm some mark you can blow
	off!

		LILLY
		(terrified, broken)
	Bobo, no, I --

		BOBO
	You wanna talk to me straight up?

		LILLY
	My son --

		BOBO
	Your what?

		LILLY
	My son was in the hospital --

		BOBO
	What the fuck are you doin with a
	son?

		LILLY
	He left home a long time ago. He
	was in the hospital, up in Los Ang
	gleez, real sick.

		BOBO
		(utter scorn)
	Motherhood.

		LILLY
	I never fucked up before, Bobo.

		BOBO
	You expect me to buy this?

It's time for Lilly to show tough, and she knows it.

		LILLY
	You do buy it, Bobo. I cost you,
	and I'm sorry.

Bobo thinks this over.

		BOBO
	I got a lot of people work for me,
	Lilly. I can't have shit like this.

		LILLY
		(begging)
	It'll never happen again. I swear.

		BOBO
	It happened once. With me, that's
	making a habit of it.

Lilly drops back to her final position; fatalism.

		LILLY
	You're calling the shots.

		BOBO
	You got any kind of long coat in
	the car? Anything you can wear home
	over your clothes?

		LILLY
		(deadened with fear)
	No.

		BOBO
		(doesn't matter)
	I'll loan you a raincoat.

Lilly drives, holding herself together.

EXT. HOTEL DURANDO - DAY

A tall expensive hotel on the coast north of San Diego.
CAMERA PANS with the Chrysler pulling in and stopping at the
entrance, then PANS UP the balconied facade.

INT. HOTEL SUITE - DAY

Living room of a high-floor suite. CAMERA FACES across the
room to the balcony and the view of the ocean. Entrance door
to one side. A supermarket shopping bag is on the coffee
table. Two THUGS sit on the sofa, watching TV.

The door opens and Lilly enters, followed by Bobo. The thugs
immediately rise and switch off the TV.

		BOBO
		(to the thugs)
	Take a walk.

The thugs leave the room as Lilly crosses to stand between US
and the view, followed by Bobo, neither looking out. Lilly
turns to Bobo, who abruptly punches her hard in the stomach.
She falls to the floor.

ANOTHER ANGLE as Bobo steps across her and goes over to close
the drapes over the view. Lilly sits up, watching him,
waiting obediently. Bobo looks at her.

		BOBO (CONT'D)
	Get me a bath towel.

She gets up, hurting, and hurries to the bathroom. Bobo sits
on the sofa, crosses his ankles on the coffee table next to
the supermarket bag. He takes out and lights a cigar. Lilly
comes back with a large white bath towel.

		BOBO (CONT'D)
	You ever hear about the oranges?

		LILLY
	You mean, the insurance frammis?

		BOBO
	Tell me about the oranges, Lilly.

He kicks over the supermarket bag. Oranges roll on the floor.

		BOBO (CONT'D)
	While you put those in the towel.

Lilly's very scared. She drops to her knees, spreads the
towel, crawls around gathering oranges while she talks.

		LILLY
	You hit a person with the oranges
	in the towel, they get big, awful
	looking bruises, but they don't
	really get hurt, not if you do it
	right. It's for working scams
	against insurance companies.

		BOBO
	And if you do it wrong?

		LILLY
	It can louse up your insides. You
	can get puh, puh, puh...

		BOBO
		(impatient)
	What's that, Lilly?

Lilly pauses, bent over, tightly holding an orange.

		LILLY
	Permanent damage.

		BOBO
	You'll never shit right again.

He gets to his feet, leaving his cigar in an ashtray.

		BOBO (CONT'D)
		(hard, impatient)
	Bring me the towel.

Fumbling slightly, she folds the towel edges together to make
a bag, then stands, brings the towel to Bobo. He makes a
production out of getting his grip on the edges just right.
She stands as limp as she can, just wanting to get through
this. He looks at her without expression, rears back with the
towel, swings it forward, lets it drop open. Oranges roll on
the floor. Lilly stares, wide-eyed, recognizing reprieve.
Bobo tosses the towel behind him onto the sofa, then gestures
contemptuously for her to pick up the oranges again.

TWO SHOT, closer, as Lilly turns, bending toward the oranges,
and Bobo picks up his cigar, then lifts a foot and kicks her
flatfooted, hard, in the back. She sprawls on the floor. He
follows and drops to his knees on her back.

AN ANGLE close on Lilly on the floor, Bobo's knees grinding
back and forth into her back.

AN ANGLE on Bobo, grimacing as he bears down, pressing his
weight onto her back. He leans forward, left hand bracing
himself on the floor beside her head as he reaches down with
the cigar held in his right hand and presses the ember
against the back of her splayed-out right hand.

ECU, Lilly, clenching her teeth, tears squeezing from her
eyes, simply bearing it.

AN ANGLE on Bobo, catching a bad smell, looking back down
behind himself at Lilly's body. This is the result he wanted,
but it disgusts him. He straightens up, still kneeling on
her, puts the cigar in his mouth, doesn't like its taste,
removes it, braces his left hand against her back while he
lifts off her, getting back up onto his feet.

WIDE SHOT, Bobo stepping over her, expression repulsed.

		BOBO (CONT'D)
	Go clean yourself up.

He puts the cigar back in the ashtray as she rises, cradling
her burnt hand. Not looking toward Bobo, hobbling with knees
together, she starts from the room.

		BOBO (CONT'D)
	The raincoat's on the bed.

She leaves. He opens the drapes, then picks up an orange from
the floor and steps out onto the balcony.

EXT. BALCONY - DAY

Bobo stands looking out at the ocean. He enjoys breathing the
sea air. He slowly peels the orange, dropping pieces of peel
over the side.

Lilly appears in the doorway, wearing a too-large man's
raincoat. Bobo doesn't seem to notice her at first, then nods
to her.

		BOBO
	Almost forgot. That ten grand of
	yours. It's in the envelope by the
	door.

		LILLY
		(tries for animation)
	Oh, thanks, Bobo.

		BOBO
	You want a drink?

		LILLY
	Gee, I better not, if it's okay. I
	still gotta drive back up to Los
	Ang-gleez.

		BOBO
	See your son, huh? Well, that's
	nice. A side of you I didn't know,
	Lilly.

Lilly chances taking a step out onto the balcony. It's vital
that she encourage this forgive-and-forget dialogue.

		LILLY
	He's a good kid. A salesman.

		BOBO
	On the square, huh? And how are you
	making out these days? Stealing
	much?

Bobo's being jolly now. Lilly's scared, but has to be jolly,
too.

		LILLY
	From you? My folks didn't raise any
	stupid kids.

Bobo's joshing now. He raises a humorous eyebrow.

		BOBO
	Not skimming a thing, Lilly?

		LILLY
	Oh, well, you know. I just clip a
	buck here and a buck there. Not
	enough to notice.

		BOBO
		(honest approval)
	That's right. Take a little, leave
	a little.

		LILLY
	A person that don't look out for
	himself is too dumb to look out for
	anybody else. He's a liability,
	right, Bobo?

		BOBO
		(this is his creed)
	You're a thousand percent right!

		LILLY
	Or else he's working an angle. If
	he doesn't steal a little, he's
	steeling big.

		BOBO
	You know it, Lilly.

		LILLY
	You know, I like that suit, Bobo. I
	don't know what there is about it,
	but it somehow makes you look
	taller.

		BOBO
		(delighted)
	Yeah? You really think so? A lot of
	people been telling me the same
	thing.

		LILLY
	Well, you can tell them I said
	they're right.
		(looks at sky)
	I better get going. Roy'll wonder
	where I am.

		BOBO
	Worries about his mother, eh? Give
	him a hug for me.

		LILLY
	I will. So long, Bobo.

Lilly leaves the balcony. Bobo eats more orange, looking out
at the ocean. His expression is stern but calm.

INT. CHRYSLER - DAY

Lilly drives along the highway, weeping, shaking, teeth
chattering. Her hands are both high on the wheel, the back of
the right hand developing a large red burn.

		LILLY
	Lucky! Lucky! Oh, am I lucky.! Am I
	lucky!

INT. HOSPITAL ROOM - DAY

Roy's appalled and embarrassed and ashamed by this story; the
surface result is, he's mad at Lilly.

		ROY
	Lucky? You call that lucky?

		LILLY
		(simply)
	He let me live. He let me be his
	friend.

Roy in his agitation wheels himself back and forth in the
wheelchair, bumping into things.

		ROY
	You don't put up with that! Nobody
	has to put up with that!

		LILLY
	You do if you're where I am. Where
	you want to be. How'd you get that
	punch in the stomach, Roy?

He closes down, sullen, not caring if she believes him or
not.

		ROY
	I tripped over a chair.

		LILLY
		(calm maternal advice)
	Get off the grift, Roy.

		ROY
	Why?

		LILLY (CONT'D)
		(faint smile)
	You don't have the stomach for it.

He stares at her, hurt and angry. She stares back,
unflinching. Angrily, he spins the wheelchair around, his
back to her.

Now she's hurt. She shrugs, speaks indifferently to his back.

		LILLY
	I just give you your life. What you
	do with it is up to you.

		ROY
		(his back turned)
	That's right.

She hesitates, then stalks out, shutting the door.

Hearing the door close, Roy spins around in the wheelchair to
face where she'd been. He starts to get up, pauses midway.

INT. HOSPITAL CORRIDOR - DAY

Angry, Lilly takes a step away from the closed door, then
stops, looks uncertainly back.

INT. HOSPITAL ROOM - DAY

Roy, on his feet now, stands still, indecisive.

INT. HOSPITAL CORRIDOR - DAY

Lilly shakes her head, turns firmly away, marches down the
corridor.

INT. HOSPITAL ROOM - DAY

Roy makes an angry gesture, drops back into the wheelchair,
spins it around and wheels over to the phone. Quick and
angry, he makes a call. SOUND of ring; SOUND of click.

		MYRA  (V.O.)
		(filtered; little-girl
		 flirtatious)
	Myra here. Sorry you missed me.
	Tell me how to reach you and I
	will, just as soon as I can.

SOUND of answering machine beep.

		ROY
	Babe, I'm gettin out of here, and
	that's it. Let's take some time out
	this weekend, go down to LaJolla,
	hit the beach, have some fun.
	Forget all this other stuff, huh?

Roy hangs up, sits in the wheelchair looking determined.

INT. MADERO LOBBY - DAY

Simms talks with a MAID.

		SIMMS
	Your difference between your folded
	towel and your clean towel is a
	trip to the laundry. When you're
	cleaning those bathrooms, what you
	do, you pick up the towel, you give
	it a good shake and a good look,
	and you say to yourself, 'Would I
	dry myself on this towel?' If the
	answer's yes, fold it.

Roy comes out of the elevator, crossing toward Simms.

		MAID
	What if it's wet?

		SIMMS
	Mr. Dillon! Welcome back! You look
	fine, just fine.

		ROY
	Thanks, Mr. Simms, I'm feeling
	fine.

		MAID
		(shy)
	I'm glad you're better.

Simms hands Roy a stack of mail.

		SIMMS
	You're well liked around here, Mr.
	Dillon. The entire staff will be
	pleased to see you're back.

Roy's touched and embarrassed by this reaction.

		ROY
	Well, thank you. And thank them.

		SIMMS
	Sickness comes to us all, Mister
	Dillon.

		ROY
	That's true, Mr. Simms.

		SIMMS
	We never know when and we never
	know why. We never know how. The
	only blessed thing we know is,
	it'll be at the most inconvenient
	and unexpected time. Just when
	you've got tickets to the World
	Series. And that's the way the
	permanent waves.

		ROY
	Well, I'm back now. I just wanted
	you to know. Gotta rush.

		SIMMS
	Happy to see you looking so good.

Roy crosses back to the elevator, enters it. Elevator door
closes. Simms looks after him, avuncular.

		SIMMS (CONT'D)
	That fellow could be a congressman.
		(turns to maid)
	If it's wet, you don't fold it. You
	shake it, and hang it neatly on the
	rod provided.

		MAID
	Yes, sir.

EXT. SARBER & WEBB - DAY

A long low stucco building in an industrial section of Los
Angeles. The company name is on the glass of the main door.
KAGGS, a humorless hotshot of 28, dressed in short-sleeved
white shirt and narrow dark tie, prowls the cracked sidewalk
in front of the place, MAKING REMARKS into a small cassette
recorder. Roy's Honda arrives and drives into the company lot
at the end of the building. Kaggs watches, then goes on
patrolling and TALKING into the recorder. Roy comes out to
the sidewalk and heads for the entrance. Kaggs stops and
watches him approach.

		ROY
		(cheerful, confident)
	Whadaya say?

		KAGGS
		(uptight, minimal)
	Hello.

Roy continues on and enters the building.

INT. SARBER & WEBB - DAY

A low rail separates the visitors from an area of desks with
CLERKS typing or adding up figures or TALKING on the phone.
Beyond them are floor-to-ceiling bins and shelves with narrow
aisles between, in which more CLERKS move busily, filling
orders or doing inventory. A great sense of activity and
hubbub. Roy enters, looks around in surprise. A clerk at a
front desk sees him, stands happily.

		CLERK
	Roy! Welcome back.

		ROY
		(approaching him)
	What's going on? This is usually
	coffee break time.

		CLERK
	Not since Kaggs showed up.

Other clerks, aware of Roy, come over with AD LIB GREETINGS.

		ROY
		(happily basking)
	Hey, yeah, I'm fine, everything's
	great. What's this Kaggs? Sounds
	like a disease.

		2ND CLERK
	It is.

		CLERK
	Troubleshooter from the main
	office. Came out here right after
	you went into the hospital, and he
	ain't had a kind word for anybody
	yet.

		3RD CLERK
	Nobody knows anything but him.

		CLERK
	He chopped off half a dozen
	salesmen; won't wholesale to them
	any more.

		2ND CLERK
	What kind of sense does that make?
	They're all on commission.

		ROY
		(unworried)
	You think he'll chop me?

		CLERK
	If he does, he's crazy.

		2ND CLERK
	Here he comes!

The clerks all hurry back to their desks as Kaggs enters. He
crosses to Roy, hand stuck out.

		KAGGS
	Kaggs. Home office.

		ROY
		(taking his hand)
	Roy Dillon.

		KAGGS
		(keeping Roy's hand)
	I know that. Knew it when I saw you
	out there. The best salesman here,
	which isn't saying much. Want to
	talk to you, Dillon.

Kaggs moves toward the gate in the rail, still holding Roy's
hand, to move him along. Roy stands still, which yanks Kaggs
back. Kaggs frowns at him, releases his hand.

		KAGGS (CONT'D)
	What's up?

		ROY
	That was a pretty backhanded
	compliment. If I let people get
	away with things like that, I
	wouldn't be a good salesman.

		KAGGS
		(brisk)
	You're right. I apologize. But I
	still want to talk to you.

		ROY
	Lead on.

Kaggs leads the way through the rail.

INT. KAGGS' OFFICE - DAY

Small, crowded, efficient, with interior windows showing the
aisles of bins. Kaggs leads Roy in, shuts the door, gestures
at the second chair as he goes behind the desk.

		KAGGS
	Take a seat.

They both sit, Roy amused and observant.

		KAGGS
	When I said you being the best
	salesman here didn't say much, I
	meant for us. I know your record
	with Sarber and Webb, and I'd say
	you're a top-flight man, but you've
	had no incentive. No one walking on
	your heels. Just a lot of half
	asses, so the tendency's been not
	to stretch yourself. I'm bouncing
	the slobs, incidentally.

		ROY
		(dry)
	So I heard.

		KAGGS
	Makes no difference to me if
	they're only on commission. If they
	don't make good money, they're not
	giving us good representation, and
	we can't afford to have them
	around. Ever supervise salesmen?

		ROY
	Just myself.

		KAGGS
	That's right, you've had to
	supervise yourself. This place
	needs a sales manager. Somebody
	who's proved he's a salesman and
	can handle other salesmen. He'd
	have a lot of deadwood to clear
	out, new men to hire. What do you
	think?

Roy doesn't yet know he's being offered the job.

		ROY
	Sounds like a good Idea.

		KAGGS
	I don't know offhand what your best
	year's been, we can look it up. The
	idea is, we'll top it by fifteen
	percent.

Now Roy gets it. He's startled, almost scared, thinks
automatically of escape.

		ROY
	What? Me?

		KAGGS
	That's just the first year. If you
	aren't worth a lot more than that
	the second year, I'll kick you out.
	What do you say?

		ROY
	Well, uh... No.

		KAGGS
		(astonished)
	No?

		ROY
	I can't take that job! I mean, I
	mean, I can't take it right away.
	I'm still recuperating, I just
	dropped in to say hello, see
	everybody --

		KAGGS
	I didn't realize. Yeah, you do look
	a little pale. How soon will you be
	ready? A week?

		ROY
	But you need a man right now. It
	wouldn't be fair to you to --

		KAGGS
	I take care of the being-fair-to-me
	department. Things've gone to hell
	this long, they can go a little
	longer.

		ROY
		(trapped)
	Well...

Kaggs gets to his feet, terminating the meeting.

		KAGGS
	See you in a week, Roy. I can call
	you Roy?

		ROY
		(rising)
	Oh, sure. Fine.

Kaggs sticks his hand out for another shake. Roy obliges.

		KAGGS
	And I'm Perk. Short for Percy, I'm
	afraid.

		ROY
		(distracted)
	Perk.

INT. LIVING ROOM - DAY

Roy's place. Roy enters from the bedroom, carrying a
suitcase, which he drops on the sofa. He goes to one of the
box-framed clown pictures, takes it off the wall, puts it
face down on the coffee table, removes two wing nuts holding
the back, lifts off the back, and reveals stacks of money
hidden inside. He takes two wads of money out, counting them,
putting them on the coffee table, then fits the back in
place, reattaches the wing nuts, and hangs the picture on the
wall. Stuffing the wads of money into the suitcase, he
leaves.

EXT. UNION STATION - DAY

A cab pulls up to discharge passengers. Roy and the DRIVER
get out. Roy pays the driver, who opens the trunk to take out
several pieces of luggage. Myra leans hesitantly out, as
though afraid it's raining out there.

		ROY
	This really is it. Union Station.

Myra comes out of the cab. She's feeling testy. Roy's in a
good mood and ignores her bad temper.

		MYRA
	I don't see why we have to take the
	train.

		ROY
	Because it's comfortable.

Myra and Roy burden themselves with the luggage.

		MYRA
	What if we want to drive somewhere
	while we're there?

		ROY
	We'll rent a car.

They start for the station.

		MYRA
	Big spender.

		ROY
	You ain't seen nothin.

INT. TRAIN DAY

AN ANGLE from outside the passenger car through the window at
Myra, mulish, watching the scenery go by. Beyond her Roy's
easy, content. He moves to get up.

TWO SHOT, within the train. Myra looks questioningly at Roy
as he stands.

		ROY
	Stretch my legs. Come along?

She's not ready to relent and enjoy herself.

		MYRA
	No.

		ROY
		(unruffled)
	See you soon.

He walks down the aisle behind Myra, who sighs and looks out
the window again.

INT. BAR CAR - DAY

Four young SOLDIERS sit at a table in a rudimentary bar car.
They're drinking bloody Marys out of plastic glasses and
having a good time together. In b.g., several customers are
clustered at the small service bar, waiting for drinks.

AN ANGLE on Roy, at the service bar, looking back past other
people at the soldiers. He gets his mixed drink, in a plastic
glass, and turns away.

AN ANGLE on the soldiers as Roy starts by. The train lurches,
and Roy falls heavily against their table, slopping their
drinks and spilling some of his own on the table.

		ROY
	Oh! Ow, I'm sorry! Oh, look, I
	spilled your drinks!

		SOLDIER
	That's okay, don't worry about it.

		SOLDIER 2
	You okay, pal?

		ROY
	Let me buy you a new round.

		SOLDIER
	Hey, no, no problem.

		SOLDIER 3
	You didn't like spill much at all.

Roy firmly places his own glass on their table.

		ROY
	What are those, bloody Marys? Watch
	this, I'll be back.

He leaves, while the soldiers are still PROTESTING.

INT. TRAIN - DAY

Myra applies makeup, watching herself in her compact mirror.
She becomes aware of eyes, and looks around.

TWO SHOT, Myra and a BUSINESSMAN, sitting across the way,
grinning at her. Myra registers him.

CU, Myra, considering the possibilities. Then she shrugs,
shakes her head at the businessman almost reluctantly, and
goes back to applying makeup.

INT. BAR CAR - DAY

Roy now sits with the soldiers, eagerly listening to them
talk. There are plastic glasses enough on the table for three
rounds of drinks.

		SOLDIER 3
		(to Soldier 2)
	Yeah, but it was you like told the
	sergeant your grandmother was dead.

		SOLDIER
		(laughing)
	Again!

		SOLDIER 2
		(to Soldier 3)
	And you jumped right in.
		(broad imitation)
	I'll drive him, Sarge, he's too
	distraught.

		SOLDIER 4
		(astonished)
	Distraught? You said distraught?

They all laugh, Roy laughing with them.

		ROY
	Boy! You guys could've got in a lot
	of trouble.

		SOLDIER 3
	Nah. Old Sarge, he's slowing down.

		ROY
	I don't know. I wouldn't take a
	chance like that.
		(looks at floor)
	What's that?

They watch as he bends, picks up one die from the floor,
holds it where they can all see it, his manner open,
guileless.

		ROY (CONT'D)
	One of you fellows drop this?

INT. TRAIN - DAY

Myra walks down the aisle, demurely looking at no one.

INT. BAR CAR - DAY

Roy's getting to his feet, the soldiers protesting.

		SOLDIER 2
	You can't buy every round!

		SOLDIER 3
	Like our turn!

		ROY
	Tell you what. We'll roll for it.
	Low number buys.

He hands the die to Soldier 2.

		ROY
	Go ahead. You roll for the four of
	you.

The soldiers are confused but agreeable, seeing this as some
kind of fun.

		SOLDIER 2
	Here goes.

He tosses the die on the table.

		SOLDIER 3
	That's a four!

Roy picks up the die.

AN ANGLE close on Roy, his eyes glittering, his fist with the
die shaking beside his head.

WIDE SHOT. Roy throws. They all look at the die. Roy spreads
his hands; the good sport.

		ROY
	Told you I'd buy.

		SOLDIER
	It just doesn't seem fair, Tom.

		ROY
	Tell you what. Give me a chance to
	get even when I come back.

INT. TRAIN - DAY

Myra reaches the end of one car, starts through.

INT. BAR CAR - DAY

AN ANGLE on Myra about to enter. She stops, looking through
the glass in the door.

Myra's POV: Roy and the soldiers rolling the die for money.

ECU, Myra, absorbed, watching.

Myra's POV: MOS through the glass. ECU, Roy's hand with the
die. ECU, Roy's profile, his smile, his innocent distress
when he wins. ECU, Roy's hand scoops money.

ECU, Myra, smiling, pleased.

INT. DINER - NIGHT

A brightly lit Hopperish place. Lilly sits alone in a booth
eating a bowl of chili and reading a newspaper folded beside
the bowl. A DRUNK with a great deal of faith in his own charm
sits with a male FRIEND at the counter, drinking coffee. The
drunk keeps looking toward Lilly, grinning, COMMENTING
playfully to his friend, who's bored by it all. Lilly doesn't
seem to be aware of him.

The drunk rises from his stool, turning toward Lilly,
staggering slightly. His friend makes a small move to stop
him, then shrugs and lets him go. The drunk makes his way to
Lilly's table, leans on it.

		DRUNK
	Pretty woman like you shouldn't eat
	alone. Whadaya wanna eat alone for?

Lilly gives him a flat look.

		LILLY
	Go away.

She looks past him toward the WAITRESS behind the counter.

		LILLY (CONT'D)
		(calling)
	Could I have some coffee, please?

		WAITRESS
	Right away.

		DRUNK
	We could have coffee together. My
	name's Kenny.

Lilly looks over at the drunk's friend, who pointedly ignores
the situation.

		LILLY
	Your pal wants you.

The drunk could turn mean; his gesture brushing away the idea
of his friend is stronger than necessary.

		DRUNK
	Let him find his own pretty woman.

The waitress arrives, with the coffee pot and a mug. She puts
the mug on the table, pours coffee.

		WAITRESS
	This fellow bothering you, Ma'am?

		LILLY
	Yes.

		WAITRESS
		(to the drunk)
	Why don't you go sit down?

		DRUNK
	I'll sit here. Move over.

The drunk wants to sit beside Lilly, who looks to the
waitress to solve the problem, but the waitress stands there
with the coffee pot, looking helpless. The drunk bends to
slide onto the seat. Lilly, exasperated, rabbit punches him
in the throat.

The drunk, astounded and in pain (and not breathing),
staggers back, flailing, hitting the waitress's arm so that
she slops coffee on him as his feet tangle and he falls
heavily onto the floor.

Lilly, suddenly concerned, slides out of the booth.

		LILLY
	Oh! Are you all right?

She goes to one knee beside the drunk, who clutches his own
throat with both hands, retching as he tries to inhale. Lilly
looks up at the astonished waitress.

		LILLY (CONT'D)
	I shouldn't have hit him that hard.
	I guess I don't know my own
	strength.

The drunk's friend arrives and helps Lilly get the drunk to
his feet. The drunk is breathing now, but shaken. He looks at
Lilly with reproachful eyes. His friend transfers his
annoyance at the drunk to Lilly.

		FRIEND
	You didn't have to do that.

		LILLY
		(matter of fact)
	I thought I did. You should take
	better care of your friend.

		DRUNK
		(mumbled)
	Outta here.

The drunk and his friend head for the exit, as Lilly turns to
the waitress.

		LILLY
	I'm sorry a lady can't eat in here
	without being bothered.

The waitress is apologetic, and also in awe of Lilly.

		WAITRESS
	It won't happen again, Ma'am, I
	promise. Dinner's on the house.
	More chili? Dessert? We have lovely
	pecan pie, my husband makes it
	himself.

		LILLY
	That sounds nice. Pecan pie. Thank
	you.

Lilly sits down as the waitress goes back behind the counter.

AN ANGLE on the waitress, as she puts down the coffee pot,
brings out the pecan pie, prepares to slice it, pauses, looks
with wonder toward Lilly.

EXT. RESTAURANT - NIGHT

The setting is a wide porch or lanai pretending to be a 19th
century locale; a mix of western and antebellum south; the
usual tourist confusion of histories. The effect is both
romantic and false. Roy and Myra linger over wine, near the
end of their meal. Roy's relaxed, happy, expansive. Myra's
pleased but watchful, the bird watching the worm.

		ROY
	You were right, I had to get out of
	that hospital. Nothing wrong with
	me any more.

		MYRA
		(purring)
	I'll sign that affidavit.

		ROY
	Great to get away, take it easy.
	Next week, I'll get back to work.

		MYRA
	You already went back to work.

		ROY
		(confused)
	What?

		MYRA
		(indulgent smile)
	I watched you. Working the tap on
	those soldier boys.

		ROY
		(elaborate innocence)
	Working the what?

		MYRA
	Oh, come on, Roy.

She mimes rolling the die, slowly, showing how it will roll
out of her hand just so, then speaks to him as though to a
bright child.

		MYRA
	The tap. What you do for a living.

		ROY
	I'm a salesman.

		MYRA
	You're on the grift. Same as me.

		ROY
		(demonstrating patience)
	Myra, I'm not following this.

		MYRA
		(demonstrating
		 exasperation)
	Roy, you're a short-con operator.
	And a good one, I think. Don't talk
	to me like I'm another square.

Roy leans back, studying her, thinking it over, makes up his
mind.

		ROY
	You talk the lingo. What's your
	pitch?

		MYRA
	The long end. Big con.

		ROY
		(shaking his head)
	Nobody does that single-o.

		MYRA
	I was teamed ten years with the
	best in the business. Cole Langley.

		ROY
	I've heard the name.

		MYRA
	It was beautiful. And getting
	better all the time.

		ROY
		(skeptical)
	Is that right?

		MYRA
		(enthusiasm building)
	It is, Roy! And now, right now,
	it's the perfect time, the best
	time since I've been in the game.

EXT. DESERTED DOWNTOWN - DAY

New skyscrapers are separated by blank fields or small older
buildings. Almost no traffic. A white limo drives alone down
the street.

		MYRA (V.O.)
	All over the southwest, you've got
	these businessmen, they were making
	money when everybody was making
	money, they think that means
	they're smart.

INT. LIMO - DAY

Myra, dressed expensively and fashionably, sits with
GLOUCESTER HEBBING, a stocky businessman, sixtyish. Their
manner suggests intimacy.

		MYRA (V.O.)
	And now they're hurting. Everything
	they had was because of oil.

EXT. NEW BUILDING - DAY

Glossy, but no people around. The limo stops, the mustached
CHAUFFEUR hops out and holds the door as Myra and Hebbing
emerge and cross to enter the building, Myra carrying an
attache case.

		MYRA (V.O.)
	They still got money, but they need
	more money, and that's just the
	kind of guy Cole and me like.

INT. LIMO - DAY

The chauffeur gets back behind the wheel, adjusts the
interior mirror so he can see himself, peels off his
moustache, scratches his upper lip, refits the moustache more
to his liking.

INT. ATRIUM - DAY

This building has a central atrium with corridors circling
it, waist-high walls on the atrium side, glass-walled
elevators rising up through the atrium. Myra and Hebbing are
visible in an elevator coming up to a high floor. It stops
and they exit, moving down the corridor.

		MYRA (V.O.)
	When the oil money was good, they
	put up all these office buildings,
	and now they're half empty.

INT. OFFICE - DAY

ECU, translucent glass in door with company name: COE, STARK,
FELLOWES & ASSOCIATES, STOCK BROKERAGE - London - New York -
Dallas - Los Angeles - Tokyo. CAMERA PANS to follow Myra and
Hebbing as they enter the office.

AN ANGLE showing the well-furnished outer office, the
attractive and competent RECEPTIONIST welcoming Myra as
someone she knows, gesturing her through, Myra graciously
accepting, moving on. Hebbing's impressed by everything,
trying not to show it.

		MYRA  (V.O.)
	They'll give you anything to move
	in; first two months free,
	redecoration, whatever you want.

AN ANGLE in a clerical office, four CLERKS at well-equipped
desks with computer terminals, hard at work.
Maps and clocks on the walls indicate the world. Myra and
Hebbing pass through.

		MYRA (V.O.)
	They help you set up the store!

AN ANGLE in the PRIVATE SECRETARY'S office, she on the phone,
nodding and smiling at Myra and waving her through. Myra
leads the way, opening a door marked HENRY FELLOWES, Partner.

		MYRA (V.O.)
	I'm the roper, I go out and find
	them and bring them in. Cole ran
	the store, and he was the best.

INT. COLE'S OFFICE - DAY

Myra and Hebbing enter an office decorated with sleekly
understated opulence; the view through large windows is of
apparently-prosperous skyscrapers. Cole, a plausible rich
businessman, happily greets Myra.

		COLE
	Mary Beth! As beautiful as ever.

He lifts a dubious eyebrow toward Hebbing.

		COLE
		(gentle disapproval)
	I see you brought a friend.

As Mary Beth, Myra has a faint southern-belle accent and a
clinging flirtatiousness.

		MYRA
	Mister Hebbing is my bodyguard, my
	strong right arm. Gloucester
	Hebbing, may I present my fine
	stockbroker, Henry Fellowes.

The men shake hands, Hebbing open and pleased and dignified,
Cole clearly holding something back.

		COLE
		(to Myra; gentle warning)
	Mary Beth, what we have here, uh...

		MYRA
		(gaily innocent)
	Oh, I told Mister Hebbing all about
	it, how brilliant you are at making
	money for your special clients!

		COLE
		(alarmed)
	Mary Beth, I hope you aren't
	spreading this good news too
	widely.

		MYRA
	Well, of course not! I know how
	dangerous this is. But I would
	trust Mister Hebbing with anything.
		(to Hebbing; suggestive)
	Wouldn't I, darling?

While Hebbing looks manly and flustered and pleased, Cole
brings from under his desk a partially full gray canvas sack
marked Federal Reserve Bank.

		COLE
	Well, I'll have to take your word
	for it, Mary Beth. Here's your
	money.

		MYRA
		(innocent avarice)
	Goody!

Myra opens her attache case on the desk. Cole takes banded
stacks of bills from the sack, packs them neatly in the case.
Hebbing tries not to look envious and impressed.

HEBBING'S POV: The top bill in each stack is a hundred.

PREVIOUS SHOT. Myra takes a stack, riffles it for Hebbing's
benefit.

		MYRA
	Isn't that just beautiful?

		HEBBING
	Yes, it is.

Myra returns the stack to the case, talks to Cole.

		MYRA
	Henry, next time, couldn't Mister
	Hebbing --

		COLE
		(shocked)
	Mary Beth! This has never been
	anything but --

		MYRA
	Oh, I know, I know, and you've been
	wonderful since I was widowed. But
	Mister Hebbing has--
		(to Hebbing)
	-- you don't mind my telling him,
	darling --
		(to Cole)
	-- suffered reverses. If he
	could...

She gestures vaguely, unable to describe the situation
accurately. Hebbing fills in, bluff and hearty.

		HEBBING
	Top up the tanks, as It were. Until
	this little glitch in the oil
	economy comes to an end.
		(man to man laugh)
	Not that I understand exactly what
	you do, not from Mary Beth's
	explanation.

Cole broods, studying Hebbing, deciding at last to trust him.

		COLE
	Well. If Mary Beth vouches for you,
	and if she told you the story
	already...

		MYRA
		(girlish laugh)
	So here we are!

		COLE
		(solemn)
	Mister Hebbing, we are talking
	about breaking the law here, I want
	to be sure you understand that. No
	one gets hurt, but the law does get
	broken.

		HEBBING
		(a real sport; laughing)
	Well, that's what the law's for,
	isn't it?

		COLE
		(still serious)
	And I don't just mean the SEC. We
	could have the FBI breathing down
	our necks.

		HEBBING
		(suddenly serious)
	I certainly hope not.

		COLE
	Loose talk is the one thing I worry
	about.

		HEBBING
	I can keep my mouth shut, Mister
	Fellowes.

Describing the scheme, Cole becomes increasingly
enthusiastic.

		COLE
	Okay, then. Sit down, sit down.

Hebbing sits on the sofa, Myra beside him, holding his arm in
both of hers. Cole paces, describing.

		COLE
	The Tokyo Exchange is nine hours
	ahead of us, New York one hour
	behind. There isn't one hour of the
	day when both are open. Information
	moves, but it has to wait. Now, we
	have a young fellow working here --
	Do you know what a hacker is,
	Mister Hebbing?

		HEBBING
	One of those computer geniuses,
	isn't it?

		COLE
	You're right! And this boy tapped
	into that main link between Tokyo
	and the New York Stock Exchange. He
	can give us, when it's really
	useful, a seven second delay in
	that movement of information. Do
	you know what that means?

Hebbing doesn't want to admit ignorance.

		HEBBING
	Well, you've got your information
	ahead of New York, I see that.

		COLE
	Every once in a while, a major
	change comes through.
	We have seven seconds to take
	advantage, put our buy order, our
	sell order, into the computer in
	New York before the Tokyo data
	comes in.

		HEBBING
	Not much time.

		COLE
	We have to be ready. We have to
	have the money, and we have to know
	what the information means, and we
	have to move immediately.

		HEBBING
		(impressed)
	Seven seconds. I don't see how you
	do it.

		COLE
	These machines -- They're in here.

Cole crosses to an inner door, pushes it partway open, looks
back grinning with his hand on the knob.

		COLE
	Want a look?

		MYRA
	Oh, Henry, no, that's just boring.

INT. BARE ROOM - DAY

A bare dusty room. A ladder leans against a wall, a paint can
on the floor beside it. Only Cole is visible in the open
doorway. He speaks back into the main office.

		COLE
	Come take a look. An entire-suite
	of main-frame computer.

		MYRA (O.S.)
	We're not really interested, Henry.

INT. COLE'S OFFICE - DAY

Cole remains in the doorway, luring Hebbing with a smile.

		COLE
	It's quite a sight. You sure?

Cole's pushing this too far. Hebbing's thinking politeness
requires him to look. Myra's nervous, her smile with an edge
to it.

		MYRA
	Henry, don't try Mister Hebbing's
	patience. He knows what machines
	look like.

INT. BARE ROOM - DAY

Cole smiles at the empty room again, looks back.

		COLE
	Well, if you're sure.

He shuts the door.

		ROY (V.O.)
	Cole liked to take risks, huh?

EXT. RESTAURANT - NIGHT

Roy and Myra at the table.

		MYRA
	He didn't think they were risks. He
	was so good, Roy, he could just
	play with the mark.

		ROY
	And when he got serious?

		MYRA
	He'd explain he had to have cash,
	so there wouldn't be any paper
	trail for the SEC. And a lot of
	cash, or it wasn't worth while. The
	least we ever took was forty
	thousand, and the most was one
	hundred eighty-five thousand
	dollars! From one sucker!

		ROY
	I thought these people were broke.

		MYRA
	No, no, Roy, just cash poor. They
	had savings accounts, stocks to
	sell, houses to mortgage. Sell
	their wife's jewelry. Oh, they had
	a lot of money, when they put their
	minds to it.
	Or when I put their minds to it. I
	stayed with them, that's the
	roper's job, made them get up every
	penny they could raise, turn it all
	over to Cole.

		ROY
	And a month later, the sucker calls
	the cops and you're on the run.

		MYRA
	No no! He never calls the cops, not
	after we give him the blow-off.

		ROY
	Yeah? How?

INT. HOTEL ROOM - DAY

Myra puts a blood-filled four-inch-square plastic package
into her bra on the left side, then puts on a white blouse.

		MYRA  (V.O.)
	Three or four days after Cole got
	the money, he'd phone the sucker,
	tell him he'd made the move.

EXT. NEW BUILDING - DAY

Myra and Hebbing hurry across the sidewalk from the limo,
each carrying an attache case.

		MYRA (V.O.)
	Our buy was in the computer, we
	were rich, he should come collect.

INT. COLE'S OFFICE - DAY

Myra and Hebbing enter, Cole meets them, all happy.

		COLE
	Here you are! Two rich people!

		HEBBING
	I must admit, Mister Fellowes, I
	had moments I was worried.

		COLE
	You brought a case? Good.

Cole brings out the canvas sack from under the desk, reaches
in, brings out a stack of bills. The door opens and two men
in suits and topcoats and hats enter, one of them flashing a
badge. (These are, altered, two of the clerks from before.)

		MAN
	Hold it right there!

		COLE
		(cool outrage)
	What? This is a private office!

		MAN
	FBI! Stock fraud, tampering with
	Exchange communications --

Cole suddenly loses all control, becomes a gibbering wreck.

		COLE
	Oh, my God! No! The scandal!

The second man approaches Hebbing, pencil and notebook at the
ready, manner cold and tough.

		SECOND MAN
	Your name?

		HEBBING
	My --? I don't I only --

		COLE
		(screams at Myra)
	You! You and your goddamn big
	mouth!

		KYRA
		(terrified)
	Henry, no, I --

		COLE
	Who did you tell? Who?

		MYRA
	Just one or two of the girls, just,
	they wouldn't --

Cole pulls a pistol from his desk drawer.

		COLE
	Don't move!

		MAN
	Mister Fellowes, that isn't going
	to do you any good. Put that down,
	and --

Cole ignores him, staring in frantic hatred at Myra.

		COLE
	You ruined me! You destroyed me!

		MYRA
	Henry, no!

Cole shoots her, the SOUND very loud, the men flinching away.
Myra slaps her hand to her breast; blood spurts between her
fingers. In terror, she turns toward Hebbing, who stares at
the blood seeping down her white blouse. She tries to speak,
can't. She reaches out, her bloody hand sliding down
Hebbing's front without getting any purchase, leaving a swath
of blood diagonally across his jacket, shirt and tie. She
topples forward. Hebbing tries to hold her, but she slips to
the floor.

Cole runs around the desk toward the door, waving the gun.

		COLE
	Get back! Get back!

The men warily move away from the door.

		COLE
	I'll kill the first one that
	follows me!

Cole runs from the room. The two men pull guns from hip
holsters under their coat-tails. Hebbing, kneeling beside
Myra, watches them approach the door, crouch, run through.
Hebbing rises, looks around, runs to the inner door, finds it
locked. He crosses to the main door, looks out, cautiously
creeps from the room.

Myra sits up.

INT. OFFICE - DAY

Hebbing hurries through the empty secretary's office and out
the other door. The two men enter from a different door and
cross to re-enter Cole's office.

INT. ATRIUM - DAY

Cole stands behind a pillar, watching. Across the way,
Hebbing comes out of the office, staring around, trying to
wipe the blood from his clothes. In obvious panic, he runs to
the elevator, presses the button.

AN ANGLE through the glass wall into the elevator as it
stops. The doors open, Hebbing hurries in, frantically jabs
the button. The elevator descends. CAMERA PANS to Cole coming
around the corridor, entering the office.

INT. COLE'S OFFICE - DAY

General hilarity. The secretary, two men, other two clerks,
chauffeur and receptionist are all present, opening
champagne, Hebbing's money now out of the sack and spread on
the desk. Myra, stripped to the waist (unconcerned about the
others present) cleans blood from her breasts with damp
towels. He and Myra look at one another across the room,
broadly smile.

EXT. RESTAURANT - NIGHT

Myra's very up, from reliving this story.

		MYRA
	Oh, Roy, it was great! We were
	rolling in dough, lived wherever we
	wanted, only pulled two or three
	scams a year.

		ROY
	What happened to Cole?

		MYRA
		(suddenly evasive)
	He retired.

		ROY
	Where?

		MYRA
	Upstate.

		ROY
	Upstate where?

		MYRA
	Atascadero.

		ROY
	That's where they keep the
	criminally insane, isn't it?

Myra turns her face away.

INT. HOTEL ROOM - DAY

Expensive room. Cole, naked, expression haunted and crazed,
sits cross-legged on the bed. Myra enters, happy, carrying
dress shop boxes. She stops, shocked, when she sees Cole.

		MYRA
	No, baby. Not again.

He stares at the floor over the edge of the bed, like a
shipwreck victim in a raft looking at the sea.

		COLE
	It's hollow. You'll fall through.

Myra drops the packages on a chair.

		MYRA
	Cole, it'll be all right. Honey?

		COLE
		(frightened but
		 determined)
	Can't move.

		MYRA
	It's just the strain again, the
	stress. We'll take a vacation.

		COLE
	It's all hollow. Nothing behind it.

She approaches him, scared but needing him.

		MYRA
	Cole, you scare me when this
	happens. One of these times...

She touches him. He suddenly lashes out, knocking her
backward, glaring at her.

		COLE
	Demon! Demon! That's why you can
	walk on it! Demon!

		MYRA
		(heartbroken)
	Oh, Cole, please. Please come out
	of it. What would I do without you?

Distracted, gone, unaware of her existence, he gazes around,
hugs himself, sits staring at demons. She watches him,
mournful, knowing he's gone.

EXT. RESTAURANT - NIGHT

Myra looks back at Roy. Her expression makes it clear she
isn't going to tell him any more than she already has.

		MYRA
	He retired, and that's it. But I
	didn't. I'm still the best long-con
	roper you'll ever see.

Roy laughs, genuinely pleased by her and also tacitly letting
his questions drop.

		ROY
	I just bet you are, too. And now
	you're trying to rope me.

		MYRA
		(pushing enthusiasm)
	Join up with you! I watched you,
	Roy, I've been watching you,
	wondering if I should talk about
	this at all, or maybe just...
		(shrug)

		ROY
	Take a hike, you mean?

		MYRA
	I need a partner, Roy. I need an
	inside man, and you're it. You
	could be as wonderful as Cole.

		ROY
		(dubious)
	I don't know, Myra, I never had
	partners. I never needed them.

		MYRA
	Not to take soldiers for a hundred
	bucks. But how about taking a bank
	president for a hundred grand?

Roy doesn't like this; he's feeling pressured. Myra sees it,
but believes she's got him anyway, so she can let up. She
pats his hand.

		MYRA
	Think about it. Okay?

		ROY
		(easy to promise)
	Sure.

INT. HOTEL CORRIDOR - NIGHT

A little drunk and happy, Roy and Myra come down the corridor
together, then make it obvious they're going into separate
rooms, across the corridor from one another.

		MYRA
		(coy, sexy)
	See you later.

Roy complains, but half-heartedly, half humorously; this
argument has already taken place.

		ROY
	I still don't see why we have to
	have separate rooms. You expect
	your father to come through?

		MYRA
	Separate bathrooms, darling. I will
	not lay out all my cosmetics for
	you to knock over.

		ROY
		(nevertheless grumpy)
	Things a man isn't supposed to
	know.

		MYRA
		(soothing)
	You don't mind, really, do you,
	Roy? It's been such a wonderful
	evening, I guess I just wore myself
	out.

		ROY
	Sure. I'm pretty tired myself.

They unlock the opposing doors, look back at one another.
Myra's smile and good-night wave are consciously cute. Roy's
response is a little forced. They go into their rooms.

INT. HOTEL ROOM - NIGHT

Once he's alone, Roy stops trying to look like a good sport.
Disgusted, he tosses the room key onto the dresser, then
crosses to sliding glass doors closed in front of a balcony.
He's about to close the drapes when he looks out, changes his
mind, unlocks and opens the door. He steps outside.

EXT. BALCONY - NIGHT

A high floor, with a wide view of ocean and starry sky. Roy
leans on the rail, looking out, thinking. He mutters to
himself.

		ROY
	Long con. I'm the one's been
	conned. Who needs this?

He continues to stand there, taking some solace from the
night. BEAT. Phone RINGS. Confused, irritated, he turns to
look into the room. Phone RINGS. At last, he goes back into
the room.

INT. HOTEL ROOM - NIGHT

Roy crosses to pick up the phone, grumpy and suspicious.

		ROY
	Yeah?

		MYRA (V.O.)
		(filtered)
	Open your door.

		ROY
	What?
		(grins; gets it)
	What for?

		MYRA (V.O.)
		(filtered)
	Open it and find out.

Roy hangs up and crosses to the door.

AN ANGLE directly at the door as Roy opens it, showing Myra's
door open across the way, Myra standing in her doorway naked.
She waves at him to move over.

		MYRA (CONT'D)
	Gangway!

Roy steps back, holding his door open.

INT. HOTEL CORRIDOR - NIGHT

AN ANGLE down the hall as Myra skips across from her room to
Roy's, her door slamming behind her.

INT. HOTEL ROOM - NIGHT

Myra runs in, giggling. Roy shuts the door, laughing at her.

		MYRA
		(coquettish)
	I hope you don't mind, sir. I just
	washed my clothes, and I couldn't
	do a thing with them.

Roy's pleased, but at a loss.

		ROY
	You -- I don't know.

		MYRA
		(sudden burst of laughter)
		 )
	If you could have seen your face
	when I told you good night! You
	looked so, so... Ah!

		ROY
	Oh, come here.

They embrace.

INT. MOTEL ROOM - DAY

A clean anonymous Holiday Inn. Lilly, dressed for the track,
sits at the round table under the swag light, sorting through
her business purse. There's a folded newspaper on the table.
KNOCK on the door. She's startled. For just a second, she's
like a trapped animal. Then she's calm again. She turns the
purse around, opens another zipper section, removes a pistol
and a silencer, quickly screws the silencer onto the pistol,
lays the pistol on the table and covers it with the
newspaper. Then she crosses to open the door.

AN ANGLE to include Roy in the doorway, grinning, easy.
Lilly's surprised, pleased, but wary.

		LILLY
	Roy! What are you doing in San
	Diego?

		ROY
		(entering)
	Myra and me come down to LaJolla
	for the weekend.

Lilly makes a face, but no comment, at Myra's name, as she
closes the door.

		LILLY
	If you come out to the track, don't
	know me.

		ROY
	We won't hit the track. The beach.
	Couple a nice restaurants.

He takes from his pockets the wads of money held removed from
the clown pictures, extends them toward her.

		LILLY
	What's that?

		ROY
	Four grand. For the hospital. Is
	that enough?

		LILLY
		(distressed)
	Roy, I don't want money from you.

		ROY
	I pay my debts.

		LILLY
		(level skeptical look)
	You do?

Since she won't take the money, he turns to put it on the
table beside her purse, pushing the newspaper out of the way,
revealing the gun. He gives it a surprised smile.

		ROY
	Expecting visitors?

		LILLY
	No. That was the point.

She crosses to unscrew the silencer and put both pieces back
in her purse. Roy, watching, points at the still angry burn
on her hand.

		ROY
	You ought to put a bandage on that.

		LILLY
	No can do. Have to dip in and out
	of my bag too much. Besides, it'll
	heal in the air.

Disdainful and hurt, she pushes at the wads of money.

		LILLY (CONT'D)
	Roy, take that back.

His own hostility shows through.

		ROY
	No.

She's not used to being vulnerable, can neither hide it nor
really express it; can't use it as a tactic.

		LILLY
	I thought... I was hoping we could
	play it straight with one another.

		ROY
	I guess not. You'll be heading east
	from here, huh?

		LILLY
		(dull)
	After the meet. Back to Baltimore.

		ROY
	Well... nice to see you again,
	Lilly.

		LILLY
	You, too, Roy.

Roy finds this parting unsatisfactory, but has nothing to
add. With a shrug, he leaves. Lilly looks after him, her
expression becoming resentful, dully angry.

		LILLY
	Prick.

EXT. HOLIDAY INN - DAY

Myra sits in the back seat of a taxi parked across the street
from the motel. The door to Lilly's room is visible in b.g.
Roy walks toward the street from Lilly's room.

		DRIVER
	Here he comes.

		MYRA
	I see him.

Reaching the sidewalk, Roy turns to an empty cab parked on
that side of the street, in front of the motel. Myra's driver
shifts into gear.

		MYRA (CONT'D)
	Wait. Hold it.

		DRIVER
	That's the guy we're following.

		MYRA
	Just wait.

Roy enters the other cab, which drives away, as Lilly comes
out of her room in b.g.

		MYRA (CONT'D)
	Ah.

Lilly gets into her Chrysler, backs away from the slot,
drives to the street.

		MYRA (CONT'D)
	Now we follow her.

		DRIVER
	You're the boss.

AN ANGLE on the two vehicles, as they leave the motel.

EXT. DELMAR - DAY

Where the surf meets the turf. Over the punters' heads, out
beyond the track, spreads the Pacific Ocean, unnoticed,
ignored. In every shot in this sequence, the ocean is visible
but not looked at.

AN ANGLE on Lilly, with her heavy shoulderbag, moving along
empty tables, here and there picking up used tickets.

AN ANGLE on Myra, on a different level, watching Lilly.

AN ANGLE on Lilly at the betting windows.

AN ANGLE on Myra, on a high vantage point in the stands. A
MAN near her watches the field through binoculars. Myra ASKS
if she can borrow them for a minute. Men are always happy to
do Myra favors; the man gives her the binoculars. She looks
at the field briefly, then turns and looks through the
binoculars the other way, outside the track. The man,
surprised, looks the same way.

MAN'S POV: The parking area.

PREVIOUS SHOT. The man looks in curiosity at Myra, who
concentrates, adjusting the focus.

MYRA'S POV: Foreshortened through the binoculars, Lilly opens
the Chrysler's trunk, stashes money.

PREVIOUS SHOT. Myra smiles, turns it into a sweet thank-you
smile as she returns the binoculars to their owner.

EXT. HOTEL POOL - DAY

Roy dives into the pool, swims underwater to the ladder,
climbs out near a YOUNG BLONDE on a chaise longue, who's been
admiring him.

		BLONDE
	You stay down real good.

		ROY
	One of my talents.

		BLONDE
		(pointing upward)
	Your mother's calling.

Roy looks up.

AN ANGLE to show Myra waving from her balcony, four flights
up.

PREVIOUS SHOT. Roy's at first surprised, then amused by the
blonde.

		ROY
	Naughty.

He gathers up his towel and heads for the building.

INT. BATHROOM - DAY

Roy stands in heavy spray in the shower, half asleep, gently
touching his stomach where the bruise used to be. KNOCK on
door. He ignores it.

		MYRA (O.S.)
	Roy! You drown in there?

He rouses himself.

		ROY
	Be right out!

INT. HOTEL ROOM - DAY

Myra moves away from the bathroom door. She's in a bad mood.
She paces back and forth, out onto the balcony, then back
into the room as Roy comes out of the bathroom wearing a
towel.

		ROY
	You were gone for a while.

		MYRA
		(casual)
	I went out to Delmar.

		ROY
		(suddenly wary) )
	The track? Did you run into Lilly?

		MYRA
	I saw her.

		ROY
	She didn't see you, in other words.

		MYRA
	I'm not trying to make trouble,
	Roy. It's just, she's always so
	nasty to me, I thought, who is she
	to be so high and mighty. I saw her
	out there, and I called a friend of
	mine in Baltimore, so now I know
	who she is.

		ROY
		(dry)
	You must have some very
	knowledgeable friends.

		MYRA
	I'm well connected, Roy, Cole
	introduced me to a lot of people.
	Very valuable. Valuable for us.

		ROY
	Running your broker scam, you mean.

		MYRA
		(enthusiastic)
	You and me, Roy. What a team we'll
	make. We think alike; we get along
	together.
	Once or twice a year we take some
	slob, the rest of the time we live
	like this. You won't regret this,
	Roy.

		ROY
	Regret what? I didn't say I was
	coming aboard.

		MYRA
	But why not? I thought it was
	settled. What's holding you back?

		ROY
	Come on, Myra, don't talk business
	here. This is time out.

She considers him.

		MYRA
	You mean, it would be too tough to
	give me a turndown here. Easier on
	home grounds.

		ROY
		(shrug)
	Yes or no. They're both easier at
	home. Okay?

Myra makes a visible effort to be accommodating.

		MYRA
	Whatever you say, darling.

INT. KAGGS' OFFICE - DAY

Kaggs sits at his computer terminal, bringing up data, not
pleased by what he sees. Buzzer SOUNDS. He swivels to the
desk, presses the intercom button.

		KAGGS
	Yeah?

		RECEPTIONIST (V.O.)
	Roy Dillon, Mr. Kaggs.

		KAGGS
	Good! Send him in.

With a now-we're-getting-somewhere manner, Kaggs turns back
to the VDT, punches up a different set of data, sits looking
at it in gloomy satisfaction. Roy enters, and Kaggs rises,
extending his hand across the desk. They shake hands.

		KAGGS
	Good to have you back, Roy. I was
	just looking at --

		ROY
	Mr. Kaggs, I'm sorry.

		KAGGS
		(keen)
	You're turning me down? Makes no
	sense, Roy.

		ROY
	I guess I'm just not a leader of
	men.

		KAGGS
	Oh, come on, Roy.

		ROY
	The truth is, Mr. Kaggs --

		KAGGS
	Perk, remember?

		ROY
	Okay, fine. Perk, the truth is, I
	like things the way they are now.
	Pick my own hours, have time for,
	uh, other activities...

		KAGGS
	A well-rounded life. I respect
	that. But it has to have a center,
	Roy, something you care about,
	something you can think about.

		ROY
	Maybe I'm just not ready for that
	yet.

		KAGGS
		(deep sigh)
	Well, Roy, if that's the way you
	feel, I won't badger you.
		(forced laugh)
	Don't want to lose you as a
	salesman, too.

		ROY
	Oh, I'd like to stay on. Just keep
	everything the way it was.

		KAGGS
	That's what we'll do, then. But I
	tell you what, Roy. Before I hire
	anybody else, I'll ask you one last
	time. Fair enough?

		ROY
	Fair enough.

They shake hands.

INT. LIVING ROOM - DAY

Roy's room. He has one of the clown pictures face down on the
coffee table. He takes money from his jacket pockets, crams
it into the space, which is now just about full. As he's
tightening the wing nuts closing the back, doorbell RINGS. He
hurries, finishing the job, hanging the picture on the wall,
then crossing to open the door. Myra enters, ebullient.

		MYRA
	Darling, guess what? I had to tell
	you right away.

She gives him an enthusiastic kiss, then marches into the
living room.

		ROY
		(grinning)
	And hello to you, too.

		MYRA
	I called a fellow I know in Tulsa,
	the one who plays my chauffeur.
	There's a sucker there he says is
	made for us. And a boroker that
	just shut down, we can use their
	office, not change a thing! Now, I
	can scrape up ten grand without
	much trouble. That leaves fifteen
	or twenty for your end. We could
	start this weekend, get the sucker
	into position --

		ROY
	Wait a minute! When did this
	happen, that we're partners?

		MYRA
		(bewildered)
	What?

		ROY
	The last I looked, we were just
	talking things over.

		MYRA
	But the setup's there. It's there
	now.

		ROY
	I don't think I need it.

		MYRA
	You're too good for the small-time,
	Roy. Move up to where there's big
	dough to be made, and you don't
	have to stick your neck out every
	day.

		ROY
	Maybe I like it where I am.

Myra's need breaks through her good sense.

		MYRA
	Well, maybe I don't! I had ten good
	years with Cole, and I want them
	back! I gotta have a partner! I
	looked and I looked and believe me,
	brother, I kissed a lot of fucking
	frogs, and you're my prince!

Roy tries to treat this lightly.

		ROY
	Don't I get any say in this?

		MYRA
	No! Because I --

		ROY
		(pointing at her)
	That's what I say.

		MYRA
		(thrown off course)
	What?

		ROY
	What I say is, no. We don't do
	partners.

		MYRA (CONT'D)
		(raging)
	For Christ's sake, why not?

		ROY
	Mostly, because you scare the shit
	out of me. I've seen people like
	you before, baby. Double-tough and
	sharp as they come, and you get
	what you want or else. But you
	don't make it work forever.

		MYRA
	Bullshit!

		ROY
	No; history. Sooner or later, the
	lightning hits. I don't want to be
	around when it hits you.

She stares at him, trying to find a chink in the armor,
trying to find a reason, trying to find something.

		MYRA
	What is it? What's going on?

		ROY
	I'm happy the way I am.

		MYRA
	By God, it's your mother. It's
	Lilly.

		ROY
		(doesn't get it) )
	What?

		MYRA
	Sure it is. That's why you act so
	funny around each other.

He frowns at her, not believing he understands her right.

		ROY
	What's that?

		MYRA
	Don't act so goddamned innocent!
	You and your own mother, gah! You
	like to go back where you been,
	huh?

He takes a step toward her, rising toward fury.

		ROY
	You watch that mouth.

		MYRA
	I'm wise to you, I should have seen
	it before, you rotten son of a
	bitch. How is it, huh? How do you
	like --

He slaps her openhanded but hard, and she staggers back. He
pursues her.

		ROY
	How do you like this?

He slaps her as hard with the other hand. Astonished,
frightened, befuddled, she backpedals, bringing her forearms
up to protect her face. He grabs her two wrists in one hand,
holds them out of the way, slaps her forehand and backhand,
forehand and backhand.

		MYRA
	STOP!!

He suddenly gets control of himself, releases her, steps back
into the middle of the room. He's angry, but also remorseful,
sorry he lost control but still enraged at the enormity of
her suggestion.

		ROY
	That's not like me. I don't do
	violence.

She cowers against the wall, peering in terror at him through
her raised arms. He settles down, becomes heavily calm.

		ROY
	That's why we wouldn't work
	together. You're disgusting. Your
	mind's so filthy, it's hard even to
	look at you.

He crosses to the apartment door, pulls it open. Sunlight
pours in.

		ROY
	Goodbye, Myra.

She lowers her arms slowly, as though her whole body aches.
She's still scared, but angry now, too. She'd like to tell
him off, but discretion tells her not to. She moves across
the room toward the open door, but stops, not wanting to be
that close to him.
Understanding, he backs away from the doorway, gestures with
cold irony for her to proceed. She moves to the threshold,
looks back at him.

		MYRA
	And you don't even know it.

Angry again, Roy steps forward. She hastily steps outside,
and he slams the door.

EXT. ROY'S APARTMENT - DAY

Myra moves slowly along the balcony, muttering to herself.

		MYRA
	Mama. It's Mama. She's the one.

She stops, holding the balcony rail, looking out at the city.

		MYRA
	You'll get yours, Mama. Oh, yes.

INT. MOTEL ROOM - DAY

Lilly's room; empty. Phone RINGS. Lilly enters, tired, with
her shoulderbag; the end of her work day. Phone RINGS. She
frowns at it, expecting nothing good, then drops the
shoulderbag on the bed, crosses, answers.

		LILLY
	Yes?

A sudden smile doesn't entirely hide the wariness.

		LILLY
	Roy! An unexpected pleasure.

INT. LIVING ROOM - DAY

Roy, troubled, paces while talking on the phone.

		ROY
	Lilly, I've got a couple things to
	think about. Well, kind of job
	offers, kind of. Different ways to
	go. I'd kind of like to talk them
	out, you know? Maybe just hear
	myself talk.

INT. MOTEL ROOM - DAY

Lilly's delighted, but can't trust this moment more than any
other.

		LILLY
	Well, sure, Roy. You want me to
	drive up --? Okay, fine, come on
	down.
		(kidding)
	It won't be a home-cooked meal, you
	know.

TNT. LIVING ROOM DAY

		ROY
		(kidding)
	Well, that's good news.

He hangs up, but he's nervous, still uncertain, pacing.

		ROY
	Well? Who's a boy gonna talk to, if
	not his mother?

The sound of the question makes him laugh.

EXT. MOTEL - DAY

Myra's Cadillac eases to a stop across the street, where she
earlier waited in the cab.

AN ANGLE through the windshield at Myra, settling down to
wait, looking at the motel.

INT. MOTEL ROOM - NIGHT

Lilly comes out of the bathroom, putting her lipstick away in
a small purse. She's dressed carefully for tonight; upscale
and respectable, without being stodgy. She crosses to the
window -- night view outside -- and as she pulls the drapes
shut the phone RINGS. She looks at it in disappointment,
crosses to answer.

		LILLY
		(expecting rejection)
	Roy?

INT. OFFICE - NIGHT

Irv the accountant's office in Baltimore. He looks secretive
and scared, talks in a hush.

		IRV
	Lilly, listen, it's Irv. You were
	always decent with me, I'm taking a
	hell of a chance here.
	Somebody blew you out with Bobo.
	The car full of money. He's --
	Lilly?

INT. MOTEL ROOM - NIGHT

Empty. The phone receiver dangles off the table on its cord.
The door finishes closing.

EXT. MOTEL - NIGHT

Lilly's Chrysler jounces out to the street, moving too fast,
making the turn, racing away. CAMERA PANS to Myra's Cadillac,
pulling away from the curb, following. CAMERA HOLDS with the
two cars receding in b.g.

INT. HONDA - NIGHT

Roy drives down a San Diego street, is stopped by a red
light, looks at his watch. He's late.

		ROY
	Damn.

INT. MOTEL ROOM - NIGHT

Empty; as before. The door opens and the two thugs we saw
earlier with Bobo enter, one putting a thick ring of keys
away in his jacket pocket. They close the door, look around
the room. One goes to the closet, opens it, looks at the
clothing inside, while the other goes into the bathroom. The
first crosses to the dresser, pulls open a drawer full of
clothing. The second comes out of the bathroom. They look at
one another. The guy from the bathroom shakes his head. The
other one points at the dangling phone, speaks.

		THUG
	Somebody spooked her.

		SECOND THUG
	White Chrysler.

		THUG
	Full of cash.

They leave the room.

EXT. MOTEL - NIGHT

Roy walks toward Lilly's room as the two thugs pass him, on
their way out. Roy knocks on Lilly's door, waits, knocks
again.
He tries to look through a crack in the drapes into the room,
then turns to look at the empty place where Lilly's Chrysler
had been. He shakes his head, knocks once more, looks at his
watch, turns away.

		ROY
		(disgusted)
	Thanks a lot, Lilly.

He walks off.

EXT. ARIZONA MOTEL - NIGHT

Lilly's white Chrysler pulls off the road into the front
parking area of a new small motel. The car brakes to a stop.

AN ANGLE from the road as Myra's blue Cadillac drives slowly
by, while, in b.g., Lilly gets out of the Chrysler, moving as
though she's stiff and tired. Lilly enters the motel office.

INT. MOTEL OFFICE - NIGHT

The CLERK, an elderly woman, turns away from a small TV set
when Lilly enters.

		CLERK
	Evening. Welcome to Phoenix.

		LILLY
	Good evening. I'd like a single for
	tonight.

		CLERK
	Oh, everything's the same size,
	same price.

The clerk extends a registration card and pen to Lilly, who
takes them but doesn't yet start to write.

		LILLY
	I'm a very light sleeper, traffic
	noise keeps me wide awake all
	night.

		CLERK
		(sympathetic)
	Those trucks. I know exactly what
	you mean.

		LILLY
	Do you have something around back,
	facing away from the road?

The clerk turns to consider the key rack.

		CLERK
	I'll put you in one thirty-one.
	Very quiet. Faces the desert.

		LILLY
	Sounds perfect. I can park my car
	back there?

		CLERK
	Right in front of the room.

		LILLY
	Fine.

She starts to fill in the registration card.

		LILLY
	And I'll want to leave an early
	wake-up call.

		CLERK
	No problem. My husband gets up the
	crack of dawn.
		(confidential)
	It's his kidneys.

EXT. ROAD - NIGHT

Motel in b.g. The blue Cadillac, having turned around and
come back, pulls off onto the shoulder of the road about
fifty yards short of the motel.

INT. CADILLAC - NIGHT

Over Myra's shoulder as she watches, through the windshield,
the Chrysler parked in front of the motel. Lilly comes out of
the office over there, gets into the Chrysler, backs it up,
drives it out of sight past the motel. Myra puts the Cadillac
in gear.

INT. ROOM 131 - NIGHT

A clean anonymous motel room, with two beds. Lilly enters,
very weary, puts her shoulderbag on one of the beds, goes
back outside and leaves the door open. She has backed the
Chrysler into its spot just outside her room, so its trunk is
visible through the open doorway.

EXT. ARIZONA MOTEL - NIGHT

AN ANGLE on Lilly as she opens the rear door of the Chrysler
and leans in.

INT. CHRYSLER - MIGHT

Lilly wrestles the rear seat out of position, reaches down
into the space under and behind it, and brings out a soft
cloth overnight bag. It seems not too full but fairly heavy.
She puts the bag on the ground outside the car and then
pushes and prods the seat back into position.

EXT. ARIZONA MOTEL - NIGHT

Lilly shuts the car door, picks up the bag, and enters her
room, shutting the door behind her.

INT. MOTEL OFFICE - NIGHT

Myra enters. The clerk looks at her in surprise.

		CLERK
	Something wrong?
		(embarrassed)
	I'm sorry. I thought you were the
	other lady.

		MYRA
	No. I'm me.

INT. ROOM 231 - NIGHT

Lilly puts the bag on the bed with her shoulderbag. She opens
the overnight bag, takes from it a blond wig, a pair of horn
rim glasses and a passport. From her shoulderbag she takes
the pistol and silencer. She attaches the silencer to the
pistol and puts the pistol under the pillow of the other bed.

INT. MOTEL OFFICE - NIGHT

Myra's checking in. She fills in the registration card while
the clerk considers her key rack.

		CLERK
	I'll give you one oh seven. That's
	a very nice room, very handy, in
	the front, right by the pool.

		MYRA
	Oh, don't you have something around
	back, where it's quieter?

The clerk sighs, looks at the key she'd taken from the rack,
reluctantly goes back to consider the situation again.

		CLERK
	Everybody wants the back tonight.

		MYRA
	I guess everybody wants privacy.

INT. ROOM 131 - NIGHT

Lilly, in nightgown, yawning, comes out of the bathroom,
switching off its light. The shoulderbag and overnight bag
and overnight bag's contents are still on one bed. Lilly gets
into the other, switches off the light.

INT. ROOM 119 - NIGHT

Virtually identical to Room 131. Myra enters, lugging a
suitcase, and shuts the door behind herself. She puts the
suitcase on one of the beds, opens it, paws through it, and
brings out slippers, nightgown and robe. Briskly, she strips
and puts on the nightgown, the slippers and the robe.

Back into the suitcase, she brings out a small snubnose
pistol which she puts in the pocket of her robe. Next out of
the suitcase is a large ring of keys.

Sitting on the other bed, she compares her room key with keys
on the ring, takes three keys from the ring, and puts them in
her robe pocket along with the room key.

Getting to her feet, she crosses to the dresser, picks up the
ice bucket, and leaves the room, closing the door behind
herself.

EXT. ROOM 131 - NIGHT

CU, the door, with its number. CAMERA PANS to pick up Myra,
approaching. She stops at room 132, looks at the Chrysler,
smiles at it in proprietary fashion, and pats the Chrysler on
the trunk.

Then she turns to the room. She takes the keys from her
pocket, looks around to be sure she's alone, and bends over
the lock.

INT. ROOM 131 - NIGHT

In very dim light, Myra enters the room, closes the door,
moves toward the beds. CAMERA PANS with her. Keeping her eyes
on the sleeping form of Lilly, she puts the empty ice bucket
on the empty bed, then moves closer to Lilly. CAMERA PANS in,
moving forward as Myra's arms move forward, moving to CU on
Lilly as Myra's hands (remaining IN FRAME) move forward and
down. Her hands abruptly clamp on Lilly's throat. QUICK CUT.

EXT. PHOENIX AIRPORT - DAY

ESTABLISHING SHOT. A plane lands.

INT. PHOENIX AIRPORT - DAY

Roy, looking stunned, is among the deplaning passengers
spreading out across the terminal. He's met by PIERSON, a
plainclothes detective, and a uniformed COP.

		PIERSON
	Roy Dillon?

		ROY
	Yes?

		PIERSON
	Lieutenant Pierson, Phoenix police.
	I have a car here.

		ROY
	Thank you.

INT. POLICE CAR - DAY

The uniformed cop drives. Pierson and Roy sit in back.

		PIERSON
	I realize this is a shock.

		ROY
	Well, mostly, I don't believe it.

		PIERSON
	That's natural.

		ROY
	No. I mean, I don't believe it.
	Lilly is not a suicide. I know my
	mother, nothing would make her
	check out.

		PIERSON
	I'm sorry, it was her all right.
	Her gun, even.

		ROY
	Gun?

		PIERSON
	I grant you, it's a little odd,
	shoot yourself with a gun with a
	silencer on it, but it was hers,
	all right. It really is your
	mother, Mister Dillon.

		ROY
	It may be Lilly, but it isn't
	suicide.

		PIERSON
		(interested)
	Do you have any particular reason
	to say that?

		ROY
	My mother... Well, I guess it
	doesn't matter now. She worked for
	gamblers. She always knew they
	might turn on her some day.

		PIERSON
		(thoughtful)
	A hit, you mean. Honestly, it
	doesn't have that feel to it, but
	I'll certainly consider the
	possibility. Thank you for telling
	me.

The car stops.

		ROY
	Not that it matters.
		(looks out)
	This is the morgue?

		PIERSON
	You up to it now?

		ROY
	Sure. Let's get it over.

		PIERSON
	One thing I have to caution you
	about. A gunshot wound...

		ROY
		(impatient)
	Yes, I know, I know.

		PIERSON
		(reluctant)
	Well, uh, you know, she ate the
	gun.

		ROY
		(not understanding)
	What?

		PIERSON
	I'm sorry, that's an unfortunate
	phrase, it slipped out, I'm, to
	tell you the truth, Mr. Dillon,
	this isn't an everyday occurrence
	around here.

		ROY
		(low; getting it)
	Ate the gun. Oh.

		PIERSON
	Someone who knows her well could
	still identify her, that's not the
	problem. It's just there's, uh,
	it's likely to be a shock.

		ROY
		(opening the door)
	Well, let's get the shock over
	with.

INT. MORGUE VIEWING ROOM - DAY

A bare bright room with tiled walls, a few plastic chairs, an
ordinary office door on one side and wide hospital swinging
doors on the other. Pierson and Roy stand watching.

		ROY
	Not many laughs in this room, eh?

		PIERSON
	Not many.

The swinging doors open and an ATTENDANT wheels in a gurney
containing a body covered by a sheet. Roy braces himself. The
attendant pulls the sheet away from the face.

		PIERSON (CONT'D)
		(to the attendant)
	Remove that. We'll want a full, uh,
	identification.

The attendant removes the sheet. The body wears a nightgown.

AN ANGLE on Roy, swallowing bile, as he forces himself to
move forward and look down at the face. He immediately looks
away again.

		ROY
	Oh, Jesus.

		PIERSON
	No question, huh?

		ROY
	No, its -- Why did she--?

He forces himself to look at the body again, his own face
full of the unanswerable question. He looks her up and down,
then his eyes stop. He focuses on something, a look of
surprise coming into his eyes.

Roy's POV: CU, the body's hands, crossed over the stomach,
the wrists crossed, the palms down, the clear backs of both
hands visible.

CU, Roy. He knows. Sharpness comes back into his expression.

		PIERSON  (O.S.)
	That's that, then.

		ROY
		(starting to grin)
	Oh, yeah. That's that.

TWO SHOT, Roy and Pierson. Pierson wants to leave, but Roy
stands over the gurney. He chuckles. Pierson looks at him,
surprised and appalled. Roy ignores him.

		ROY (CONT'D)
		(laughing quietly)
	Mom.

QUICK CUT.

EXT. DESERT HIGHWAY - DAY

MONTAGE. Myra's baby blue Cadillac drives, at extreme high
speed, alone on the highway.

EXT. MADERO APARTMENTS - NIGHT

Myra's Cadillac drives slowly past, comes to a stop at the
curb half a block away.

INT. CADILLAC - NIGHT

AN ANGLE through the windshield at the driver, a woman,
deeply weary. Her forearms are crossed on top of the steering
wheel, her brow resting on the forearms. The burn on the back
of her right hand is visible in illumination from a nearby
streetlight. Traffic goes by. BEAT. Lilly lifts her head,
looking out at the night. She's very tired, but determined.

AN ANGLE beside Lilly, inside the car. From the seat beside
her she picks up Myra's large dangly earrings and fixes them
in place. Then she puts on Myra's big-lensed dark sunglasses.
(She's wearing the clothes Myra wore when checking into the
motel.) Lilly checks her appearance in the rearview mirror,
then gets out of the car.

INT. MADERO LOBBY - NIGHT

AN ANGLE on Simms at the desk, talking to a TELEPHONE
REPAIRMAN steadily at work fixing the switchboard.

		SIMMS
	The last modern thing I liked was
	the miniskirt. Your technology,
	now, nobody understands it, and
	that's the simple fact of the
	situation.

Lilly enters in b.g., crosses to the elevator, presses the
button. Simms waves to her.

		SIMMS
		(calling) )
	Evening, Mizz Langley!

The elevator door opens, Lilly boards and presses the button.
The elevator door closes.

		SIMMS
	New things come in here all the
	time, how do they work? You can ask
	your Ph.Ds, your highly educated,
	intelligent, professional people,
	you can say to them, how does that
	work, and you know what they'll
	tell you? You plug it in. And
	that's the way the donut dunks.

EXT. MADERO APARTMENTS BALCONY - NIGHT

The balcony leading to Roy's apartment. It's illuminated by a
light next to the public door from the interior hall.
AN ANGLE on that door as Lilly cautiously opens it, looks out
and around while remaining mostly behind the door, then
focuses on the light. She reaches out and unscrews the bulb.
GO TO BLACK.

INT. LIVING ROOM - NIGHT

Roy's place. Dark. SOUNDS of lock being picked. The door
opens, showing only blackness outside, Lilly enters and shuts
the door, then switches on the main light.

Ah ANGLE on Lilly, in the middle of the room, distractedly
biting her thumbnail as she looks around, calculating. She
looks directly at something.

Lilly's POV: One of the box-framed pictures hanging on the
wall.

PREVIOUS SHOT. Lilly, making up her mind, crosses to the
picture and takes it off the wall. She finds it surprisingly
heavy. She carries it to the coffee table, puts it down there
on its back, sits on the sofa.

AN ANGLE on Lilly studying the picture. She raps her knuckle
against the sides, looks to see if the front or sides open
someway, and finally turns the picture over, laying it face
down on the coffee table. She sees how to remove the back,
lifts it off, and looks at the stacks of money lying in
there.

CU, Lilly, almost fainting with relief.

WIDE SHOT. Lilly looks at the other picture, looks again at
the money, comes to a conclusion. She rises and leaves the
room, deeper into the apartment.

INT. BEDROOM - NIGHT

Lilly switches on the light as she enters the room. She looks
around, crosses to the closet, goes through the stuff in
there, finds an old attache case on the shelf. She brings it
out, puts it on the bed, opens it. Inside are a few decks of
cards and a paperback book. She tosses them onto the bed,
checks the case, finds that one of the clasps works but the
other doesn't. One is good enough. She carries the attache
case out of the room, leaving the light on.

INT. LIVING ROOM - NIGHT

Lilly enters, puts the case on the coffee table beside the
picture, scoops the money out of the picture and puts it in
the case. Then she unceremoniously dumps the picture on the
floor.

Lilly takes the second picture from the wall, puts it face
down on the coffee table, opens the back, transfers the money
to the case. She closes the case, attaches the one clasp that
works, picks up the case.

		ROY (O.S.)
	Hello, Lilly.

TWO SHOT, as Lilly whirls around, terrified and then
relieved. Roy stands in the open apartment doorway, blackness
behind him.

		LILLY
	Oh! Roy! You scared me.

Roy enters the room and shuts the door.

		ROY
	Going somewhere?

		LILLY
	Somewhere else, that's for sure.

		ROY
	I just came back from Phoenix.

		LILLY
		(anxious)
	Oh, yeah? Is the frame holding?

		ROY
	Looks very solid, Lilly. Sit down.
	Take a minute, tell me about it.

		LILLY
	I've really got to --

		ROY
	You're dead, Lilly, it worked.

		LILLY
	Not for long. Not when they do a
	fingerprint check.

		ROY
	Why should they? The cops are
	satisfied.

		LILLY
	Bobo won't be. He'll spend the
	money to make sure.

		ROY
	Even so. You still got time. Relax
	a minute, tell me what happened.
	Sit down.

He gestures at the sofa. Lilly's holding the attache case.
The gutted pictures are lying around, one on the coffee table
and one on the floor. She looks around at everything, awkward
and embarrassed. But Roy hasn't said anything. And he's
between her and the door.

		LILLY
	Just for a minute.

She backs up, sits on the sofa, puts the case on her lap. Roy
pulls a chair over so it's directly between Lilly and the
door. He sits, looking at her with polite interest.

		ROY
	Myra followed you, huh?

		LILLY
	She must have been the one that
	blew me off with Bobo. I guess to
	get me running. Did you tell her
	about my stash?

		ROY
		(isn't worth discussing)
	No.

		LILLY
	No, you wouldn't. That's what she
	was after, though. But why hit on
	me?

		ROY
	I wouldn't go in on a deal with
	her. She blamed you for it.

		LILLY
		(a shaky laugh)
	As though you do what I say.

		ROY
		(cold grin)
	That's pretty funny, all right.
	What happened in Phoenix?

Remembered emotion makes Lilly talk in little fast clusters
of words.

		LILLY
	Roy, it was terrible. You read
	about people killing people and all
	that, but when it happens, my God.

EXT. ARIZONA MOTEL - NIGHT

Myra, in nightgown, carrying the ice bucket, approaches Room
131.

		LILLY
	She was in her nightgown, you know,
	the old grifter's dodge, nightgown
	and the Ice bucket and she just got
	into the wrong room by mistake.

INT. ROOM 131 - NIGHT

CU, Lilly asleep. Very dim light. The shadows shift on her
face as Myra OUT OF FRAME approaches. Myra's hands ENTER
FRAME, abruptly clamp on Lilly's throat. Lilly's eyes pop
open wide, staring, her mouth stretches open. Myra's arms are
locked straight, pressing her weight down onto her hands
squeezing Lilly's throat. Lilly clutches at Myra's fingers,
tries to reach Myra's face, twists and squirms, then suddenly
lifts her arm up and behind her head, hand dipping under the
pillow, coming out with the silenced gun, pushing the gun
upward, straight-arm, the gun moving up OUT OF FRAME. SOUND
of shot. Blood sprays Lilly's face. Myra's body drops down
onto her, at an angle, so we can still see Lilly's horrified
face over Myra's shoulder as Lilly gasps for breath.

INT. LIVING ROOM - NIGHT

Lilly stares across the room, breathing hard, reliving the
experience.

		LILLY
	I sat in there with her, I thought,
	what do I do now? Run and I've got
	Bobo and the law after me. Stay,
	and how do I explain?

		ROY
	This way's perfect.

Lilly sits back, showing that relief again.

		LILLY
	It is, isn't it? And maybe it's a
	break for me after all.
	I've been wanting out of the racket
	for years, and now I'm out. I can
	make a clean start, and --

		ROY
	You've already made a start.
	Doesn't look that clean, though.

Here's the awkwardness. Lilly looks guilty and embarrassed.

		LILLY
	I'm sorry. I hated to take your
	money, but --

		ROY
	Don't be sorry. You're not taking
	it.

Lilly reacts as though he's slapped her. But then she gets
her determination back. She splays out both hands, palm down,
on the attache case on her lap.

		LILLY
	I need this, Roy. I can't run
	without money, and if I can't run
	I'm dead.

		ROY
	You must have some money.

		LILLY
	Just a few bucks.

		ROY
	And Myra's stuff?

		LILLY
		(scornful)
	Her credit cards. How far am I
	gonna get with that?

		ROY
	Far enough. Maybe up to San
	Francisco. Or St. Louis, someplace
	new. Start over.

		LILLY
	At what?

		ROY
	You're smart, Lilly, and you're
	good-looking. You won't have any
	trouble finding a job.

		LILLY
		(appalled)
	A job? I've never had a legit job
	in my life!

		ROY
	Well, you're gonna start, if you
	hope to live through this. A square
	job and a quiet life. You start
	showing up at the track or the hot
	spots and Bobo's boys will be all
	over you.

		LILLY
		(exasperated)
	Roy, I know what to do with myself!
	It's a big world out there.

		ROY
	Not any more. Lilly, listen, I'm
	giving you good advice. I'm
	following it myself.

		LILLY
		(doesn't get it)
	What?

		ROY
	I thought it over, and you were
	right. You wanted me out of the
	rackets, and now --

		LILLY
		(bedeviled, aggravated)
	Roy, that's fine, but I don't have
	time for this. Bobo --

		ROY
	I thought you'd be happy for me.
	After all, you --

		LILLY
	Bobo isn't after you! Bobo's after
	me, and he's goddamn good! But so
	am I. I'm a survivor, Roy. I
	survive.

		ROY
	I know you do, so that's why --

		LILLY
	And to survive, my way, I need
	money.
	Bobo knows about the stash in the
	car, so I didn't dare touch it, not
	if Lilly Dillon's dead. So that
	leaves this.

		ROY
	No.

Lilly sits back again, brooding at Roy, trying to think how
to get to him, how to get through him or around him. She
sighs, licks her lips.

		LILLY
	You want a drink?

		ROY
	I don't think so. You probably
	shouldn't either.

		LILLY
	No, but I'm goddamn thirsty. Ice
	water?

		ROY
	Yeah, sure, that sounds nice.

		LILLY
	I'll get it.

She stands, putting the attache case on the sofa next to
where she was sitting. Roy, with a faint smile, watches her
leave the room.

INT. KITCHEN - NIGHT

Very small, little used. Dark. Lilly switches on the light
when she enters, then leans against the counter, fists
clenched and trembling on the counter in front of her. She
grits her teeth, hyperventilates, stares around the room in
search of escape, an answer, something.

CU, Lilly's face, desperate, grim, but not giving up.

WIDE SHOT. Lilly opens cabinets, finds two glasses, opens the
nearly-empty refrigerator, gets ice cubes from a tray, puts
them in the glasses, puts the partial tray back in the
freezer compartment, fills the glasses from the cold water
tap, puts the glasses on the counter, stares at them briefly.
She then shakes her head, searches the kitchen some more, and
finds a cookie sheet she can use as a tray. She puts the
glasses on the tray, carries the tray from the room, leaving
the light on.

INT. LIVING ROOM - NIGHT

Lilly enters with the tray, crosses to Roy, presents the
glasses, speaks as he reaches for one.

		LILLY
	Take whichever one you want.

He hesitates. It hadn't occurred to him Lilly might try to
poison him or knock him out. He grins at her and takes a
glass.

		ROY
	You wouldn't do that.

Lilly takes the other glass, puts the cookie sheet on a
table, looks down at Roy.

		LILLY
	You don't know what I'd do, Roy.
	You have no idea. To live.

		ROY
		(easy)
	Oh, you'll live, Lilly.

Lilly crosses back to the sofa, sits beside the attache case,
pats it absently as though it is a pet and she's glad it
didn't move, waited for her. She sips water, puts the glass
on the end table.

		LILLY
	I know what's bugging you, of
	course.

		ROY
	Oh? I didn't know anything was.

		LILLY
		(twisted grin)
	Oh, really? You've got a legitimate
	complaint, Roy, I don't deny that.
	I wasn't a very good mother when
	you were a kid.

		ROY
		(full laugh)
	Not very good!

She nods, accepting the correction.

		LILLY
	A bad mother. By any standards.
	I've thought about it, you know,
	from your side, since then. I know
	just how bad I was.

		ROY
		(closed against her)
	Uh-huh.

		LILLY
	I wonder did you ever think about
	it from my side.

		ROY
		(not worth discussing)
	Never.

		LILLY
	No, I guess not. It was pretty
	lousy of me, I guess, to be a child
	at the same time you were. Not to
	stop being a child just because I
	had a child. I guess I was a real
	stinker not to be a grown-up when
	you needed a grown-up.

Roy didn't expect to be made uncomfortable and defensive, and
he resents it.

		ROY
	What do you want me to do? Pin a
	halo on you? You're doing a pretty
	good job of that yourself.

		LILLY
	And making you feel bad at the same
	time, huh? But that's the way I am,
	you know, the way I've always been.
	Always picking on poor little Roy.

		ROY
	For God's sake, Lilly!

		LILLY
		(intense)
	I gave you your life twice. I'm
	asking you to give me mine once. I
	need the money.

		ROY
		(not worth discussing)
	No.

Lilly subsides back onto the sofa. One hand rests on the
attache case. With the other, she sips water, puts the glass
back down. Roy watches her, unmoving, expressionless. Lilly
frowns, not quite looking at him.

		LILLY
	You're getting off the grift?

		ROY
	That's right.

		LILLY
	That's good. You don't really
	belong on this side of the fence,
	you know.

		ROY
		(amused)
	I don't?

		LILLY
	If you stayed a crook, do you think
	you'd live to be my ripe age?

		ROY
	I don't see why not.

		LILLY
	Well, I guess I got it wrong, then.
	Seems to me I heard about a guy
	just your age that got hit so hard
	in the guts it almost killed him.

Roy's again unexpectedly uncomfortable. He shifts uneasily in
his chair, trying to think of a response.

		ROY
	Well, uh...

		LILLY
	Sure, sure, that doesn't count.
	That's different.

		ROY
	Well, it doesn't matter, does it?
	I'm getting out.

		LILLY
		(intense)
	And that's why you've got to get
	rid of this money. If you keep it
	around, it'll just make you think
	how clever you are.
	It'll be a temptation to get back
	into the game.

		ROY
		(full laugh)
	Oh, that's it! You're stealing my
	money for my own good! How very
	motherly of you, Lilly.

Once again, Lilly drops back against the sofa back. Another
round in the fight is over. Roy watches her, patient, waiting
for her to give up, seeing no other outcome.

AN ANGLE on Lilly, frustrated, feeling the need to move, the
pressure of pursuit. Her head turns back and forth, her body
starts false gestures. Finally, abruptly, she gets to her
feet, looks at Roy, looks away, picks up the attache case.

CU, Roy, alert. He won't let her reach the door.

AN ANGLE PANNING with Lilly as she prowls the room, pacing
back and forth, the attache case swinging at her side.
Finally, she stops, standing the attache case on the coffee
table, her hand still on its handle.

		ROY
	Lilly.

She looks at him, attentive without hope.

		ROY
	If I should get out of the racket,
	that goes double for you. That's
	why you've got to change your life
	completely, go to some town, get a
	square job, live like a john
	yourself. If you try to do it your
	way, what future is in it?

		LILLY
	A future. The only future I've got.

		ROY
	That money wouldn't last forever.
	And then what? You'd be back in
	some other part of the rackets.
	Another Bobo Justus to slap you
	around and burn holes in your
	hands. This way, you've got to go
	the square route. You could send me
	a card when you're settled, I could
	maybe help out sometimes...

		LILLY
		(bitter laugh) )
	That's what it is, isn't it? Keep
	me down. Your turn to be in charge,
	have the power.

		ROY
		(stonewalling)
	Just trying to help, Lilly.

She sits on the sofa again, this time leaving the attache
case to stand on the coffee table. She studies Roy,
calculating.

		LILLY
	Roy... What if I told you I wasn't
	really your mother? That we weren't
	related?

		ROY
		(bewildered)
	What?

Lilly leans back again, but this time her manner is
different; languorous, sexy. She crosses her legs, the upper
leg swinging gently. She smiles gently, encouragingly, at
Roy.

		LILLY
	You'd like that, wouldn't you? Sure
	you would. You don't need to tell
	me. Now, why would you like it,
	Roy?

AN ANGLE on Roy, understanding and not wanting to understand.

		ROY
		(hoarse)
	What's that all about? Of course
	you're my mother. Of course you
	are.

TWO SHOT. Lilly leans forward toward Roy, inviting him.

		LILLY
		(very soft)
	Roy... Roy

Roy will not let anything complicated come to the surface.

		ROY
	There's nothing more to talk about.

		LILLY
		(very soft)
	I have to have that money, Roy.
	What do I have to do to get it?

AN ANGLE on Roy, his face bruised-looking, eyes scared. He
will not know what's going on. He shakes his head, not
trusting himself to speak.

AN ANGLE on Lilly, leaning forward, tension showing through
the seductive manner.

		LILLY
	No? Won't you give me the money,
	Roy? Can't I change your mind? What
	can I do to change your mind?

TWO SHOT, as Lilly gets to her feet and takes a step toward
him. Roy's pressed back into his chair, trying to maintain a
cold facade.

		ROY
	Lilly, Jesus, what are you doing?

		LILLY
	Is there nothing I can do, Roy,
	nothing at --

		ROY
	NO!

They both turn away at the same instant. Roy turns to the
side to pick up the glass of water, to break the spell and
the tension. Lilly turns back toward the coffee table and
picks up the attache case. Roy, lifting the glass to drink,
turns forward again as Lilly spins forward, swinging the
attache case at his head with all her might. The case crashes
into the glass and into his face. Roy SCREAMS and topples off
the chair, as the one remaining clasp on the case lets go and
money goes flying, filling the air.

AN ANGLE DOWN at Roy, face up, expression horrified, hands to
his throat. A large triangle of glass is in his throat. Blood
pumps thickly, fountaining up.

CU, Lilly, staring down in horror. She lurches forward, but
there's nothing to do. She stares around.

ECU, wads of bills on the floor, getting bloody.

CU, Lilly, in agony, but looking down, kicking.

ECU, Lilly's feet kicking the bills away from the blood.

TWO SHOT, as Lilly drops to her knees beside Roy, who's
already dying. Blood spurts less forcefully. His hands fall
to his sides, eyes stare upward, mouth still moves slightly.
Lilly, shoving money away with her hands now, stares at him,
willing it not to happen. He stops moving. His eyes dull.
Lilly clasps her arms around herself. She knows she doesn't
dare scream. Lips drawn back in a snarl, teeth clenched, she
HISSES her agony through her teeth. She HISSES; she HISSES;
she HISSES. Then, slowly, she regains control.

WIDE SHOT as Lilly gets to her feet. She seems dazed now,
like someone who's just been in a traffic accident. She
blunders around the room, kicks the attache case, bends to
pick it up. She studies the clasp, sees it still works, goes
back to her knees.

LOW ANGLE, Lilly in f.g., Roy in b.g., as Lilly repacks the
money into the case, wiping the blood from some wads onto the
carpet. Finishing, she closes the case, then remains on her
knees, bending over the case. She WEEPS grindingly.

WIDE SHOT, entrance door in b.g. Lilly's weeping subsides.
She gets wearily to her feet, and leaves the room. CAMERA
HOLDS. SOUND of water running in sink. SOUND STOPS. Lilly
reappears. She does not again look toward Roy. She picks up
the attache case, crosses to the door, opens it, steps across
the threshold, reaches back to switch off the light. GO TO
BLACK.

		      THE END
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