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Double Indemnity (1944) movie script

by Billy Wilder and Raymond Chandler.
Based on the novel "Double Indemnity In Three Of A Kind" by James M. Cain.

More info about this movie on IMDb.com
CHARACTERS

WALTER NEFF
PHYLLIS DIETRICHSON
BARTON KEYES
LOLA DIETRICHSON
MR. DIETRICHSON
NINO ZACHETTI
MR. NORTON
MR. JACKSON
SAM GORLOPIS

			SEQUENCE "A"

FADE IN:

A-1 LOS ANGELES - A DOWNTOWN INTERSECTION

It is night, about two o'clock, very light traffic.

At the left and in the immediate foreground a semaphore 
traffic signal stands at GO. Approaching it at about thirty 
miles per hour is a Dodge 1938 coupe. It is driven erratically 
and weaving a little, but not out of control.

When the car is about forty feet away, the signal changes to 
STOP. Car makes no attempt to stop but comes on through.

A-2 A LIGHT NEWSPAPER TRUCK

is crossing the intersection at right angles. It swerves and 
skids to avoid the Dodge, which goes on as though nothing 
had happened. The truck stops with a panicky screech of tires. 
There is a large sign on the truck: "READ THE LOS ANGELES 
TIMES". The truck driver's infuriated face stares after the 
coupe.

A-3 THE COUPE

continues along the street, still weaving, then slows down 
and pulls over towards the curb in front of a tall office 
building.

A-4 THE COUPE

stops. The headlights are turned off. For a second nothing 
happens, then the car door opens slowly. A man eases himself 
out onto the sidewalk and stands a moment leaning on the 
open door to support himself. He's a tall man, about thirty-
five years old. From the way he moves there seems to be 
something wrong with his left shoulder.

He straightens up and painfully lowers his left hand into 
his jacket pocket. He leans into the car. He brings out a 
light-weight overcoat and drapes it across his shoulders. He 
shuts the car door and walks toward the building.

A-5 ENTRANCE OF THE BUILDING

Above the closed, double-plate glass doors is lettered: 
"PACIFIC BUILDING". To the left of entrance there is a 
drugstore, closed, dark except for a faint light in the back. 
The man comes stiffly up to the doors. (CAMERA HAS MOVED UP 
WITH HIM). He tries the doors. They are locked. He knocks on 
the glass. Inside, over his shoulder, the lobby of the 
building is visible: a side entrance to the drugstore on the 
left, in the rear a barber shop and cigar and magazine stand 
closed up for the night, and to the right two elevators. One 
elevator is open and its dome light falls across the dark 
lobby.

The man knocks again. The night watchman sticks his head out 
of the elevator and looks toward entrance. He comes out with 
a newspaper in one hand and a half-eaten sandwich in the 
other. He finishes the sandwich on the way to the doors, 
looks out and recognizes the man outside, unlocks the door 
and pulls it open.

		NIGHT WATCHMAN
	Hello there, Mr. Neff.

Neff walks in past him without answering.

A-6 INT. LOBBY

Neff is walking towards elevator. Night watchman looks after 
him, relocks door, follows to elevator. Neff enters elevator.

A-7 ELEVATOR

Neff stands leaning against wall. He is pale and haggard 
with pain, but deadpans as night watchman joins him.

		NIGHT WATCHMAN
	Working pretty late aren't you, Mr. 
	Neff?

		NEFF
		(Tight-lipped)
	Late enough.

		NIGHT WATCHMAN
	You look kind of all in at that.

		NEFF
	I'm fine. Let's ride.

Night watchman pulls lever, doors close and elevator rises.

		NIGHT WATCHMAN
	How's the insurance business, Mr. 
	Neff?

		NEFF
	Okay.

		NIGHT WATCHMAN
	They wouldn't ever sell me any. They 
	say I've got something loose in my 
	heart. I say it's rheumatism.

		NEFF
		(Scarcely listening)
	Uh-huh.

Night watchman looks around at him, turns away again and the 
elevator stops.

		NIGHT WATCHMAN
		(Surly)
	Twelve.

The door opens. Across a small dark reception room a pair of 
frosted glass doors are lettered: PACIFIC ALL-RISK INSURANCE 
COMPANY - FOUNDED 1906 - MAIN OFFICE. There is a little light 
beyond the glass doors.

Neff straightens up and walks heavily out of the elevator, 
across reception room to doors. He pushes them open. The 
night watchman stares after him morosely, works lever, 
elevator doors start to close.

A-8 TWELFTH FLOOR INSURANCE OFFICE

(Note for set-designer: Our Insurance Company occupies the 
entire eleventh and twelfth floors of the building. On the 
twelfth floor are the executive offices and claims and sales 
departments. These all open off a balcony which runs all the 
way around. From the balcony you see the eleventh floor below: 
one enormous room filled with desks, typewriters, filing 
cabinets, business machines, etc.)

Neff comes through the double entrance doors from the 
reception room. The twelfth floor is dark. Some light shines 
up from the eleventh floor. Neff takes a few steps then holds 
on to the balcony railing and looks down.

A-9 THE ELEVENTH FLOOR FROM ABOVE - NEFF'S POINT OF VIEW

Two colored women are cleaning the offices. One is dry-mopping 
the floor, the other is moving chairs back into position, 
etc. A colored man is emptying waste baskets into a big square 
box. He shuffles a little dance step as he moves, and hums a 
little tune.

A-10 NEFF

Moves away from the railing with a faint smile on his face, 
and walks past two or three offices (CAMERA WITH HIM) towards 
a glass door with number twenty-seven on it and three names: 
HENRY B. ANDERSON, WALTER NEFF, LOUIS L. SCHWARTZ. Neff opens 
the door.

A-11 INT. NEFF'S OFFICE - DARK

Three desks, filing cabinets, one typewriter on stand, one 
dictaphone on fixed stand against wall with rack of records 
underneath, telephones on all three desks. Water cooler with 
inverted bottle and paper cup holder beside it. Two windows 
facing toward front of building. Venetian blinds. No curtains. 
Waste basket full, ash trays not emptied. The office has not 
been cleaned.

Neff enters, switches on desk lamp. He looks across at dicta 
phone, goes heavily to it and lifts off the fabric cover. He 
leans down hard on the dictaphone stand as if feeling faint. 
He turns away from dictaphone, takes a few uncertain steps 
and falls heavily into a swivel chair. His head goes far 
back, his eyes close, cold sweat shows on his face. For a 
moment he stays like this, exhausted, then his eyes open 
slowly and look down at his left shoulder. His good hand 
flips the overcoat back, he unbuttons his jacket, loosens 
his tie and shirt. This was quite an effort. He rests for a 
second, breathing hard. With the help of his good hand he 
edges his left elbow up on the arm-rest of the chair, supports 
it there and then pulls his jacket wide. A heavy patch of 
dark blood shows on his shirt. He pushes his chair along the 
floor towards the water cooler, using his feet and his right 
hand against the desk, takes out a handkerchief, presses 
with his hand against the spring faucet of the cooler, soaks 
the handkerchief in water and tucks it, dripping wet, against 
the wound inside his shirt. Next, he gets a handful of water 
and splashes it on his face. The water runs down his chin 
and drips. He breathes heavily, with closed eyes. He fingers 
a pack of cigarettes in his shirt pocket, pulls it out, looks 
at it. There is blood on it. He wheels himself back to the 
desk and dumps the loose cigarettes out of the packet. Some 
are blood-stained, a few are clean. He takes one, puts it 
between his lips, gropes around for a match, lights cigarette. 
He takes a deep drag and lets smoke out through his nose.

He pulls himself toward dictaphone again, still in the swivel 
chair, reaches it, lifts the horn off the bracket and the 
dictaphone makes a low buzzing sound. He presses the button 
switch on the horn. The sound stops, the record revolves on 
the cylinder. He begins to speak:

		NEFF
	Office memorandum, Walter Neff to 
	Barton Keyes, Claims Manager. Los 
	Angeles, July 16th, 1938. Dear Keyes: 
	I suppose you'll call this a 
	confession when you hear it. I don't 
	like the word confession. I just 
	want to set you right about one thing 
	you couldn't see, because it was 
	smack up against your nose. You think 
	you're such a hot potato as a claims 
	manager, such a wolf on a phoney 
	claim. Well, maybe you are, Keyes, 
	but let's take a look at this 
	Dietrichson claim, Accident and Double 
	Indemnity. You were pretty good in 
	there for a while, all right. You 
	said it wasn't an accident. Check. 
	You said it wasn't suicide. Check. 
	You said it was murder. Check and 
	double check. You thought you had it 
	cold, all wrapped up in tissue paper, 
	with pink ribbons around it. It was 
	perfect, except that it wasn't, 
	because you made a mistake, just one 
	tiny little mistake. When it came to 
	picking the killer, you picked the 
	wrong guy, if you know what I mean. 
	Want to know who killed Dietrichson? 
	Hold tight to that cheap cigar of 
	yours, Keyes. I killed Dietrichson. 
	Me, Walter Neff, insurance agent, 35 
	years old, unmarried, no visible 
	scars --
		(He glances down at 
		his wounded shoulder)
	Until a little while ago, that is. 
	Yes, I killed him. I killed him for 
	money -- and a woman -- and I didn't 
	get the money and I didn't get the 
	woman. Pretty, isn't it?

He interrupts the dictation, lays down the horn on the desk. 
He takes his lighted cigarette from the ash tray, puffs it 
two or three times, and kills it. He picks up the horn again.

		NEFF
		(His voice is now 
		quiet and contained)
	It began last May. About the end of 
	May, it was. I had to run out to 
	Glendale to deliver a policy on some 
	dairy trucks. On the way back I 
	remembered this auto renewal on Los 
	Feliz. So I decided to run over there. 
	It was one of those Calif. Spanish 
	houses everyone was nuts about 10 or 
	15 years ago. This one must have 
	cost somebody about 30,000 bucks -- 
	that is, if he ever finished paying 
	for it.

As he goes on speaking, SLOW DISSOLVE TO:

A-12 DIETRICHSON HOME - LOS FELIZ DISTRICT

Palm trees line the street, middle-class houses, mostly in 
Spanish style. Some kids throwing a baseball back and forth 
across a couple of front lawns. An ice cream wagon dawdles 
along the block. Neff's coupe meets and passes the ice cream 
wagon and stops before one of the Spanish houses. Neff gets 
out. He carries a briefcase, his hat is a little on the back 
of his head. His movements are easy and full of ginger. He 
inspects the house, checks the number, goes up on the front 
porch and rings the bell.

		NEFF'S VOICE
	It was mid-afternoon, and it's funny, 
	I can still remember the smell of 
	honeysuckle all along that block. I 
	felt like a million. There was no 
	way in all this world I could have 
	known that murder sometimes can smell 
	like honeysuckle...

A-13 EXT. DIETRICHSON HOME - ENTRANCE DOOR

Neff rings the bell again and waits. The door opens. A maid, 
about forty-five, rather slatternly, opens the door.

		NEFF
	Mr. Dietrichson in?

		MAID
	Who wants to see him?

		NEFF
	The name is Neff. Walter Neff.

		MAID
	If you're selling something --

		NEFF
	Look, it's Mr. Dietrichson I'd like 
	to talk to, and it's not magazine 
	subscriptions.

He pushes past her into the house.

A-14 HALLWAY - DIETRICHSON HOME

Spanish craperoo in style, as is the house throughout. A 
wrought-iron staircase curves down from the second floor. A 
fringed Mexican shawl hangs down over the landing. A large 
tapestry hangs on the wall. Downstairs, the dining room to 
one side, living room on the other side visible through a 
wide archway. All of this, architecture, furniture, 
decorations, etc., is genuine early Leo Carrillo period. 
Neff has edged his way in past maid who still holds the door 
open.

		MAID
	Listen, Mr. Dietrichson's not in.

		NEFF
	How soon do you expect him?

		MAID
	He'll be home when he gets here, if 
	that's any help to you.

At this point a voice comes from the top of the stairs.

		VOICE
	What is it, Nettie? Who is it?

Neff looks up.

A-15 UPPER LANDING OF STAIRCASE - (FROM BELOW)

Phyllis Dietrichson stands looking down. She is in her early 
thirties. She holds a large bath-towel around her very 
appetizing torso, down to about two inches above her knees. 
She wears no stockings, no nothing. On her feet a pair of 
high-heeled bedroom slippers with pom-poms. On her left ankle 
a gold anklet.

		MAID'S VOICE
	It's for Mr. Dietrichson.

		PHYLLIS
		(Looking down at Neff)
	I'm Mrs. Dietrichson. What is it?

A-16 SHOOTING DOWN FROM UPPER LANDING

Neff looks up, takes his hat off.

		NEFF
	How do you do, Mrs. Dietrichson. I'm 
	Walter Neff, Pacific All-Risk.

A-17 PHYLLIS

		PHYLLIS
	Pacific all-what?

A-18 NEFF

		NEFF
	Pacific All-Risk Insurance Company. 
	It's about some renewals on the 
	automobiles, Mrs. Dietrichson. I've 
	been trying to contact your husband 
	for the past two weeks. He's never 
	at his office.

A-19 PHYLLIS

		PHYLLIS
	Is there anything I can do?

A-20 NEFF

		NEFF
	The insurance ran out on the 
	fifteenth. I'd hate to think of your 
	getting a smashed fender or something 
	while you're not fully covered.

A-21 PHYLLIS

She glances over her towel costume.

		PHYLLIS
		(With a little smile)
	Perhaps I know what you mean, Mr. 
	Neff. I've just been taking a sun 
	bath.

A-22 NEFF

		NEFF
	No pigeons around, I hope... About 
	those policies, Mrs. Dietrichson -- 
	I hate to take up your time --

A-23 PHYLLIS

		PHYLLIS
	That's all right. If you can wait 
	till I put something on, I'll be 
	right down. Nettie, show Mr. Neff 
	into the living room.

She turns away as gracefully as one can with a towel for a 
wrapper.]

A-24 ENTRANCE HALL

Neff watches Phyllis out of sight. He speaks to the maid 
while still looking up.

		NEFF
	Where would the living room be?

		MAID
	In there, but they keep the liquor 
	locked up.

		NEFF
	That's okay. I always carry my own 
	keys.

He goes through the archway. Maid goes off the other way.

A-25 LIVING ROOM

Neff comes into the room and throws his briefcase on the 
plush davenport and tosses his hat on top of it. He looks 
around the room, then moves over to a baby grand piano with 
a sleazy Spanish shawl dangling down one side and two cabinet 
photographs standing in a staggered position on top. Neff 
glances them over: Mr. Dietrichson, age about fifty-one, a 
big, blocky man with glasses and a Rotarian look about him; 
Lola Dietrichson, age nineteen, wearing a filmy party dress 
and a yearning look in her pretty eyes. Neff walks away from 
the piano and takes a few steps back and forth across the 
rug. His eyes fall on a wrinkled corner. He carefully 
straightens it out with his foot. His back is to the archway 
as he hears high heels clicking on the staircase. He turns 
and looks through the arch.

		NEFF'S VOICE
	The living room was still stuffy 
	from last night's cigars. The windows 
	were closed and the sunshine coming 
	in through the Venetian blinds showed 
	up the dust in the air. The furniture 
	was kind of corny and old-fashioned, 
	but it had a comfortable look, as if 
	people really sat in it. On the piano, 
	in couple of fancy frames, were Mr. 
	Dietrichson and Lola, his daughter 
	by his first wife They had a bowl of 
	those little red goldfish on the 
	table behind the davenport, but, to 
	tell you the truth, Keyes, I wasn't 
	a whole lot interested in goldfish 
	right then, nor in auto renewals, 
	nor in Mr. Dietrichson and his 
	daughter Lola. I was thinking about 
	that dame upstairs, and the way she 
	had looked at me, and I wanted to 
	see her again, close, without that 
	silly staircase between us.

A-26 STAIRCASE (FROM NEFF'S POINT OF VIEW)

Phyllis Dietrichson is coming downstairs. First we see her 
feet, with pom-pom slippers and the gold anklet on her left 
ankle. CAMERA PULLS BACK SLOWLY as she descends, until we 
see all of her. She is wearing a pale blue summer dress.

		PHYLLIS' VOICE
	I wasn't long, was I?

		NEFF'S VOICE
	Not at all, Mrs. Dietrichson.

CAMERA PULLS BACK WITH HER INTO THE LIVING ROOM.

		PHYLLIS
	I hope I've got my face on straight.

		NEFF
	It's perfect for my money.

		PHYLLIS
		(Crossing to the mirror 
		over the fireplace)
	Won't you sit down, Mr. -- Neff is 
	the name, isn't it?

		NEFF
	With two f's, like in Philadelphia. 
	If you know the story.

		PHYLLIS
	What story?

		NEFF
	The Philadelphia story. What are we 
	talking about?

		PHYLLIS
		(She works with her 
		lipstick)
	About the insurance. My husband never 
	tells me anything.

		NEFF
	It's on your two cars, the La Salle 
	and the Plymouth.

He crosses to the davenport to get the policies from his 
briefcase. She turns away from the mirror and sits in a big 
chair with her legs drawn up sideways, the anklet now clearly 
visible.

		NEFF
	We've been handling this insurance 
	for three years for Mr. Dietrichson...
		(His eyes have caught 
		the anklet)
	That's a honey of an anklet you're 
	wearing, Mrs. Dietrichson.

Phyllis smiles faintly and covers the anklet with her dress.

		NEFF
	We'd hate to see the policies lapse. 
	Of course, we give him thirty days. 
	That's all we're allowed to give.

		PHYLLIS
	I guess he's been too busy down at 
	Long Beach in the oil fields.

		NEFF
	Could I catch him home some evening 
	for a few minutes?

		PHYLLIS
	I suppose so. But he's never home 
	much before eight.

		NEFF
	That would be fine with me.

		PHYLLIS
	You're not connected with the 
	Automobile Club, are you?

		NEFF
	No, the All-Risk, Mrs. Dietrichson. 
	Why?

		PHYLLIS
	Somebody from the Automobile Club 
	has been trying to get him. Do they 
	have a better rate?

		NEFF
	If your husband's a member.

		PHYLLIS
	No, he isn't.

Phyllis rises and walks up and down, paying less and less 
attention.

		NEFF
	Well, he'd have to join the club and 
	pay a membership fee to start with. 
	The Automobile Club is fine. I never 
	knock the other fellow's merchandise, 
	Mrs. Dietrichson, but I can do just 
	as well for you. I have a very 
	attractive policy here. It wouldn't 
	take me two minutes to put it in 
	front of your husband.

He consults the policies he is holding.

		NEFF
	For instance, we're writing a new 
	kind of fifty percent retention 
	feature in the collision coverage.

Phyllis stops in her walk.

		PHYLLIS
	You're a smart insurance man, aren't 
	you, Mr. Neff?

		NEFF
	I've had eleven years of it.

		PHYLLIS
	Doing pretty well?

		NEFF
	It's a living.

		PHYLLIS
	You handle just automobile insurance, 
	or all kinds?

She sits down again, in the same position as before.

		NEFF
	All kinds. Fire, earthquake, theft, 
	public liability, group insurance, 
	industrial stuff and so on right 
	down the line.

		PHYLLIS
	Accident insurance?

		NEFF
	Accident insurance? Sure, Mrs. 
	Dietrichson.

His eyes fall on the anklet again.

		NEFF
	I wish you'd tell me what's engraved 
	on that anklet.

		PHYLLIS
	Just my name.

		NEFF
	As for instance?

		PHYLLIS
	Phyllis.

		NEFF
	Phyllis. I think I like that.

		PHYLLIS
	But you're not sure?

		NEFF
	I'd have to drive it around the block 
	a couple of times.

		PHYLLIS
		(Standing up again)
	Mr. Neff, why don't you drop by 
	tomorrow evening about eight-thirty. 
	He'll be in then.

		NEFF
	Who?

		PHYLLIS
	My husband. You were anxious to talk 
	to him weren't you?

		NEFF
	Sure, only I'm getting over it a 
	little. If you know what I mean.

		PHYLLIS
	There's a speed limit in this state, 
	Mr. Neff. Forty-five miles an hour.

		NEFF
	How fast was I going, officer?

		PHYLLIS
	I'd say about ninety.

		NEFF
	Suppose you get down off your 
	motorcycle and give me a ticket.

		PHYLLIS
	Suppose I let you off with a warning 
	this time.

		NEFF
	Suppose it doesn't take.

		PHYLLIS
	Suppose I have to whack you over the 
	knuckles.

		NEFF
	Suppose I bust out crying and put my 
	head on your shoulder.

		PHYLLIS
	Suppose you try putting it on my 
	husband's shoulder.

		NEFF
	That tears it.

Neff takes his hat and briefcase.

		NEFF
	Eight-thirty tomorrow evening then, 
	Mrs. Dietrichson.

		PHYLLIS
	That's what I suggested.

They both move toward the archway.

A-27 HALLWAY - PHYLLIS AND NEFF GOING TOWARDS THE ENTRANCE 
DOOR

		NEFF
	Will you be here, too?

		PHYLLIS
	I guess so. I usually am.

		NEFF
	Same chair, same perfume, same anklet?

		PHYLLIS
		(Opening the door)
	I wonder if I know what you mean.

		NEFF
	I wonder if you wonder.

He walks out.

A-28 EXT. DIETRICHSON HOME - (DAY)

Shooting past Neff's parked car towards the entrance door, 
which is just closing. Neff comes towards the car, swinging 
his briefcase. He opens the car door and looks back with a 
confident smile.

		NEFF'S VOICE
		(Over scene)
	She liked me. I could feel that. The 
	way you feel when the cards are...

A-29 ENTRANCE DOOR, DIETRICHSON HOME

In the upper panel the peep window opens and Phyllis looks 
out after Neff.

		NEFF'S VOICE
	falling right for you, with a nice 
	little pile of blue and yellow chips 
	in the middle of the table. Only 
	what I didn't know then was that I 
	wasn't playing her. She was playing 
	me -- with a deck of marked cards -- 
	and the stakes weren't any blue and 
	yellow chips. They were dynamite. I 
	went back to the office that afternoon 
	to see if I had any mail. It was the 
	same afternoon you had that Sam 
	Gorlopis on the carpet, that truck 
	driver from Inglewood, remember, 
	Keyes?

A-30 NEFF

He sits in his car, presses the starter button, looking back 
towards the little window in the entrance door.

A-31 ENTRANCE DOOR

The peep window is quickly closed from inside.

A-32 STREET

Neff makes a U-turn and drives back down the block.

							DISSOLVE TO:

A-33 LONG SHOT - INSURANCE OFFICE - TWELFTH FLOOR - (DAY) - 
CAMERA HIGH

Activity on the eleventh floor below. Typewriters working, 
adding machines, filing clerks, secretaries, and so forth. 
Neff, wearing his hat and carrying his briefcase, enters 
from the vestibule. He walks towards his office. He passes a 
few salesmen, etc. There is an exchange of greetings. Just 
as he reaches his office a secretary comes out. She stops.

		SECRETARY
	Oh, Mr. Neff, Mr. Keyes wants to see 
	you. He's been yelling for you all 
	afternoon.

		NEFF
	Is he sore, or just frothing at the 
	mouth a little? Here, park these for 
	me, sweetheart.

He hands her his hat and briefcase and continues right on, 
CAMERA WITH HIM, to a door lettered:

		BARTON KEYES - CLAIMS MANAGER

Keyes' voice is heard inside, plenty loud. Neff grins as he 
opens the door and goes in.

A-34 KEYES: OFFICE - (DAY)

A minor executive office, not too tidy: large desk across 
one corner, good carpet, several chairs, filing cabinet 
against one wall, a dictaphone on the corner of the desk.

Keyes is sitting behind the desk with his coat off but his 
hat on. A cigar is clamped in his mouth, ashes falling like 
snow down his vest, a gold chair and elk's tooth across it. 
On the other side of the desk sits Sam Gorlopis. He is a 
big, dumb bruiser, six feet three inches tall -- a dirty 
work shirt and corduroy pants, rough, untidy hair, broad 
face, small piggish eyes. He holds a sweat-soaked hat on his 
knee with a hairy hand. He is chewing gum rapidly. As Neff 
opens the door, Keyes is giving it to Gorlopis.

		KEYES
	Wise up, Gorlopis. You're not kidding 
	anybody with that line of bull. You're 
	in a jam and you know it.

		GORLOPIS
	Sez you. All I want is my money.

		KEYES
	Sez you. All you're gonna get is the 
	cops.

He sees Neff standing inside the door.

		KEYES
	Come in, Walter. This is Sam Gorlopis 
	from Inglewood.

		NEFF
	Sure, I know Mr. Gorlopis. Wrote a 
	policy on his truck. How are you, 
	Mr. Gorlopis?

		GORLOPIS
	I ain't so good. My truck burned 
	down.

He looks cautiously sideways at Keyes.

		KEYES
	Yeah, he just planted his big foot 
	on the starter and the whole thing 
	blazed up in his face.

		GORLOPIS
	Yes, sir.

		KEYES
	And didn't even singe his eyebrows.

		GORLOPIS
	No sir. Look, mister. I got twenty-
	six hundred bucks tied up in that 
	truck. I'm insured with this company 
	and I want my money.

		KEYES
	You got a wife, Gorlopis?

		GORLOPIS
	Sure I got a wife.

		KEYES
	You got kids?

		GORLOPIS
	Two kids.

		KEYES
	What you got for dinner tonight?

		GORLOPIS
	We got meat loaf.

		KEYES
	How do you make your meat loaf, 
	Gorlopis?

		GORLOPIS
	Veal and pork and bread and garlic. 
	Greek style.

		KEYES
	How much garlic?

		GORLOPIS
	Lotsa garlic, Mr. Keyes.

		KEYES
	Okay, Gorlopis. Now listen here. 
	Let's say you just came up here to 
	tell me how to make meat loaf. That's 
	all, understand? Because if you came 
	up here to claim on that truck, I'd 
	have to turn you over to the law, 
	Gorlopis, and they'd put you in jail. 
	No wife. No kids --

		GORLOPIS
	What for?

		KEYES
		(Yelling)
	And no meat loaf, Gorlopis!

		GORLOPIS
	I didn't do nothin'.

		KEYES
	No? Look, Gorlopis. Every month 
	hundreds of claims come to this desk. 
	Some of them are phonies, and I know 
	which ones. How do I know, Gorlopis?
		(He speaks as if to a 
		child)
	Because my little man tells me.

		GORLOPIS
	What little man?

		KEYES
	The little man in here.

He pounds the pit of his stomach.

		KEYES
	Every time one of those phonies comes 
	along he ties knots in my stomach. 
	And yours was one of them, Gorlopis. 
	That's how I knew your claim was 
	crooked. So what did I do? I sent a 
	tow car out to your garage this 
	afternoon and they jacked up that 
	burned-out truck of yours. And what 
	did they find, Gorlopis? They found 
	what was left of a pile of shavings.

		GORLOPIS
	What shavings?

		KEYES
	The ones you soaked with kerosene 
	and dropped a match on.

Gorlopis cringes under the impact.

		GORLOPIS
	Look, Mr. Keyes, I'm just a poor 
	guy. Maybe I made a mistake.

		KEYES
	That's one way of putting it.

		GORLOPIS
	I ain't feelin' so good, Mr. Keyes.

		KEYES
	Sign this and you'll feel fine.

He puts a blank form in front of him and points.

		KEYES
	Right there. It's a waiver on your 
	claim.

Gorlopis hesitates, then signs laboriously.

		KEYES
	Now you're an honest man again.

		GORLOPIS
	But I ain't got no more truck.

		KEYES
	Goodbye, Gorlopis.

		GORLOPIS
		(Still bewildered)
	Goodbye, Mr. Keyes.

He stands up and goes slowly to the door and turns there.

		GORLOPIS
	Twenty-six hundred bucks. That's a 
	lot of dough where I live.

		KEYES
	What's the matter, Gorlopis? Don't 
	you know how to open the door? Just 
	put your hand on the knob, turn it 
	to the right, pull it toward you --

		GORLOPIS
		(Doing just as Keyes 
		says)
	Like this, Mr. Keyes?

		KEYES
	That's the boy. Now the same thing 
	from the outside.

		GORLOPIS
		(Stupefied)
	Thank you, Mr. Keyes.

He goes out, closing the door after him. Keyes takes his 
cigar stub from his mouth and turns it slowly in the flame 
of a lighted match. He turns to Neff.

		KEYES
	What kind of an outfit is this anyway? 
	Are we an insurance company, or a 
	bunch of dimwitted amateurs, writing 
	a policy on a mugg like that?

		NEFF
	Wait a minute, Keyes. I don't rate 
	this beef. I clipped a note to that 
	Gorlopis application to have him 
	thoroughly investigated before we 
	accepted the risk.

		KEYES
	I know you did, Walter. I'm not 
	beefing at you. It's the company. 
	The way they do things. The way they 
	don't do things. The way they'll 
	write anything just to get it down 
	on the sales sheet. And I'm the guy 
	that has to sit here up to my neck 
	in phony claims so they won't throw 
	more money out of the window than 
	they take in at the door.

		NEFF
		(Grinning)
	Okay, turn the record over and let's 
	hear the other side.

		KEYES
	I get darn sick of picking up after 
	a gang of fast-talking salesmen dumb 
	enough to sell life insurance to a 
	guy that sleeps in the same bed with 
	four rattlesnakes. I've had twenty-
	six years of that, Walter, and I --

		NEFF
	And you loved every minute of it, 
	Keyes. You love it, only you worry 
	about it too much, you and your little 
	man. You're so darn conscientious 
	you're driving yourself crazy. You 
	wouldn't even say today is Tuesday 
	without you looked at the calendar, 
	and then you would check if it was 
	this year's or last year's calendar, 
	and then you would find out what 
	company printed the calendar, then 
	find out if their calendar checks 
	with the World Almanac's calendar.

		KEYES
	That's enough from you, Walter. Get 
	out of here before I throw my desk 
	at you.

		NEFF
	I love you, too.

He walks out, still grinning.

A-35 EXT. OFFICES - TWELFTH FLOOR

Neff comes out of Keys' office and walks back along the 
balcony. Activity of secretaries going in and out of doors, 
etc. Neff enters his own office.

		NEFF'S VOICE
		(Over scene)
	I really did, too, you old crab, 
	always yelling your fat head off, 
	always sore at everyone. But behind 
	the cigar ashes on your vest I kind 
	of knew you had a heart as big as a 
	house... Back in my office there was 
	a phone message from Mrs. Dietrichson 
	about the renewals. She didn't want 
	me to come tomorrow evening. She 
	wanted me to come Thursday afternoon 
	at three-thirty instead. I had a lot 
	of stuff lined up for that Thursday 
	afternoon, including a trip down to 
	Santa Monica to see a couple of live 
	prospects about some group insurance. 
	But I kept thinking about Phyllis 
	Dietrichson and the way that anklet 
	of hers cut into her leg.

A-36 INT. NEFF'S OFFICE

Anderson, a salesman, sits at one of the desks, filling out 
a report. Neff enters, goes to his own desk. He looks down 
at some mail. On top there is a typewritten note. He reads 
it, sits down and leafs through his desk calendar.

A-37 INSERT - CLOSEUP - CALENDAR PAGE

Showing date: THURSDAY 23 May and five or six appointments 
penciled in tightly on the page.

							DISSOLVE TO:

A-38 DIETRICHSON HOME - ENTRANCE HALL - (DAY)

THE CAMERA PANS with Phyllis Dietrichson's feet and ankles 
as she comes down the stairs, her high heels clicking on the 
tiles. The anklet glistens on her leg as she moves. THE CAMERA 
PANS ON. Phyllis has reached the entrance hall, and as she 
walks toward the front door her whole body becomes visible. 
She wears a gay print dress with a wide sash over her hips. 
She opens the door. Outside is Neff, wearing a sport coat, 
flannel slacks. He takes his hat off.

		PHYLLIS
	Hello, Mr. Neff.

He stands there with a little smile.

		PHYLLIS
	Aren't you coming in?

		NEFF
	I'm considering it.

He comes in.

		PHYLLIS
	I hope you didn't mind my changing 
	the appointment. Last night wasn't 
	so convenient.

		NEFF
	That's okay. I was working on my 
	stamp collection.

She leads him toward living room.

A-39 DIETRICHSON LIVING ROOM

Phyllis and Neff come through archway. She heads toward a 
low tea table which stands in front of the davenport, with 
tall glasses, ice cubes, lemon, a pot of tea, etc.

		PHYLLIS
	I was just fixing some iced tea. 
	Would you like a glass?

		NEFF
	Unless you have a bottle of beer 
	that's not working.

		PHYLLIS
	There might be some. I never know 
	what's in the ice box.
		(Calls)
	Nettie!... 

She pours herself a glass of tea.

		PHYLLIS
	About those renewals, Mr. Neff. I 
	talked to my husband about it.

		NEFF
	You did?

		PHYLLIS
	Yes. He'll renew with you he told 
	me. In fact, I thought he'd be here 
	this afternoon.

		NEFF
	But he's not?

		PHYLLIS
	No.

		NEFF
	That's terrible.

		PHYLLIS
		(Calls again, 
		impatiently)
	Nettie!... Nettie!... Oh, I forgot, 
	it's the maid's day off.

		NEFF
	Don't bother, Mrs. Dietrichson. I'd 
	like some iced tea very much.

		PHYLLIS
	Lemon? Sugar?

		NEFF
	Fix it your way.

She fixes him a glass of tea while he is looking around. He 
slowly sits down.

		NEFF
	Seeing it's the maid's day off maybe 
	there's something I can do for you.

She hands him the tea.

		NEFF
	Like running the vacuum cleaner.

		PHYLLIS
	Fresh.

		NEFF
	I used to peddle vacuum cleaners. 
	Not much money but you learn a lot 
	about life.

		PHYLLIS
	I didn't think you'd learned it from 
	a correspondence course.

		NEFF
	Where did you pick up this tea 
	drinking? You're not English, are 
	you?

		PHYLLIS
	No. Californian. Born right here in 
	Los Angeles.

		NEFF
	They say native Californians all 
	come from Iowa.

		PHYLLIS
	I wanted to ask you something, Mr. 
	Neff.

		NEFF
	Make it Walter.

		PHYLLIS
	Walter.

		NEFF
	Right.

		PHYLLIS
	Tell me, Walter, on this insurance -- 
	how much commission do you make?

		NEFF
	Twenty percent. Why?

		PHYLLIS
	I thought maybe I could throw a little 
	more business your way.

		NEFF
	I can always use it.

		PHYLLIS
	I was thinking about my husband. I 
	worry a lot about him, down in those 
	oil fields. It's very dangerous.

		NEFF
	Not for an executive, is it?

		PHYLLIS
	He doesn't just sit behind a desk. 
	He's right down there with the 
	drilling crews. It's got me worried 
	sick.

		NEFF
	You mean a crown block might fall on 
	him some rainy night?

		PHYLLIS
	Please don't talk like that.

		NEFF
	But that's the idea.

		PHYLLIS
	The other day a casing line snapped 
	and caught the foreman. He's in the 
	hospital with a broken back.

		NEFF
	Bad.

		PHYLLIS
	It's got me jittery just thinking 
	about it. Suppose something like 
	that happened to my husband?

		NEFF
	It could.

		PHYLLIS
	Don't you think he ought to have 
	accident insurance?

		NEFF
	Uh huh.

		PHYLLIS
	What kind of insurance could he have?

		NEFF
	Enough to cover doctors' and hospital 
	bills. Say a hundred and twenty-five 
	a week cash benefit. And he'd rate 
	around fifty thousand capital sum.

		PHYLLIS
	Capital sum? What's that?

		NEFF
	That's if he got killed. Maybe I 
	shouldn't have said that.

		PHYLLIS
	I suppose you have to think of 
	everything in your business.

		NEFF
	Mr. Dietrichson would understand. 
	I'm sure I could sell him on the 
	idea of some accident protection. 
	Why don't I talk to him about it.

		PHYLLIS
	You could try. But he's pretty tough 
	going.

		NEFF
	They're all tough at first.

		PHYLLIS
	He's got a lot on his mind. He doesn't 
	want to listen to anything except 
	maybe a baseball game on the radio. 
	Sometimes we sit all evening without 
	saying a word to each other.

		NEFF
	Sounds pretty dull.

Phyllis shrugs.

		PHYLLIS
	So I just sit and knit.

		NEFF
	Is that what you married him for?

		PHYLLIS
	Maybe I like the way his thumbs hold 
	up the wool.

		NEFF
	Anytime his thumbs get tired --

		PHYLLIS
	I want to ask you something, Mr. 
	Neff. Could I get an accident policy 
	for him -- without bothering him at 
	all?

		NEFF
	How's that again.

		PHYLLIS
	That would make it easier for you, 
	too. You wouldn't even have to talk 
	to him. I have a little allowance of 
	my own. I could pay for it and he 
	needn't know anything about it.

		NEFF
	Wait a minute. Why shouldn't he know?

		PHYLLIS
	Because I know he doesn't want 
	accident insurance. He's superstitious 
	about it.

		NEFF
	A lot of people are. Funny, isn't 
	it?

		PHYLLIS
	If there was a way to get it like 
	that, all the worry would be over. 
	You see what I mean, Walter?

		NEFF
	Sure. I've got good eyesight. You 
	want him to have the policy without 
	him knowing it. And that means without 
	the insurance company knowing that 
	he doesn't know. That's the set-up, 
	isn't it?

		PHYLLIS
	Is there anything wrong with it?

		NEFF
	I think it's lovely. And then, some 
	dark wet night, if that crown block 
	fell on him --

		PHYLLIS
	What crown block?

		NEFF
	Only sometimes they have to have a 
	little help. They can't quite make 
	it on their own.

		PHYLLIS
	I don't know what you're talking 
	about.

		NEFF
	Of course, it doesn't have to be a 
	crown block. It can be a car backing 
	over him, or he can fall out of an 
	upstairs window. Any little thing 
	like that, as long as it's a morgue 
	job.

		PHYLLIS
	Are you crazy?

		NEFF
	Not that crazy. Goodbye, Mrs. 
	Dietrichson.

He picks up his hat.

		PHYLLIS
	What's the matter?

		NEFF
	Look, baby, you can't get away with 
	it.

		PHYLLIS
	Get away with what?

		NEFF
	You want to knock him off, don't 
	you, baby.

		PHYLLIS
	That's a horrible thing to say!

		NEFF
	Who'd you think I was, anyway? A guy 
	that walks into a good-looking dame's 
	front parlor and says "Good afternoon, 
	I sell accident insurance on husbands. 
	You got one that's been around too 
	long? Somebody you'd like to turn 
	into a little hard cash? Just give 
	me a smile and I'll help you collect." 
	Boy, what a dope I must look to you!

		PHYLLIS
	I think you're rotten.

		NEFF
	I think you're swell. So long as I'm 
	not your husband.

		PHYLLIS
	Get out of here.

		NEFF
	You bet I will. You bet I'll get out 
	of here, baby. But quick.

He goes out. She looks after him.

A-40 EXT. DIETRICHSON HOME - (DAY)

Neff bangs the front door shut, walks quickly to his car and 
drives away.

							DISSOLVE TO:

		NEFF'S VOICE
		(Over scene)
	So I let her have it, straight between 
	the eyes. She didn't fool me for a 
	minute, not this time. I knew I had 
	hold of a redhot poker and the time 
	to drop it was before it burned my 
	hand off. I stopped at a drive-in 
	for a bottle of beer, the one I had 
	wanted all along, only I wanted it 
	worse now, to get rid of the sour 
	taste of her iced tea, and everything 
	that went with it. I didn't want to 
	go back to the office, so I dropped 
	by a bowling alley at Third and 
	Western and rolled a few lines to 
	get my mind thinking about something 
	else for a while.

A-41 DRIVE-IN RESTAURANT - (DAY)

Shooting past Neff sitting behind the wheel of his car The 
car hop hangs a tray on the door and serves him a bottle of 
beer.

							DISSOLVE TO:

A-42 INT. BOWLING ALLEY

Neff bowling. He rolls the ball with an effort at 
concentration, but his mind is not really on the game.

							DISSOLVE TO:

A-43 EXT. APARTMENT HOUSE - (DUSK)

It is late afternoon. The apartment house is called the LOS 
OLIVOS APARTMENTS. It is a six-story building in the Normandie-
Wilshire district, with a basement garage. THE CAMERA PANS 
UP the front of the building to the top floor windows, as a 
little rain starts to fall.

							DISSOLVE TO:

		NEFF'S VOICE
		(Continuing)
	I didn't feel like eating dinner 
	when I left, and I didn't feel like 
	a show, so I drove home, put the car 
	away and went up to my apartment.

A-44 INT. NEFF'S APARTMENT - LIVING ROOM - (DUSK)

It is a double apartment of conventional design, with kitchen, 
dinette, and bathroom, squarecut overstuffed borax furniture. 
Gas logs are lit in the imitation fireplace. Neff stands by 
the window with his coat off and his tie loose. Raindrops 
strike against the glass. He turns away impatiently, paces 
up and down past a caddy bag with golf clubs in it, pulls 
one out at random, makes a couple of short swings, throws 
the club on the couch, paces again.

		NEFF'S VOICE
		(Continuing)
	It had begun to rain outside and I 
	watched it get dark and didn't even 
	turn on the light. That didn't help 
	me either. I was all twisted up 
	inside, and I was still holding on 
	to that red-hot poker. And right 
	then it came over me that I hadn't 
	walked out on anything at all, that 
	the hook was too strong, that this 
	wasn't the end between her and me. 
	It was only the beginning.

The doorbell rings.

		NEFF'S VOICE
		(Continuing)
	So at eight o'clock the bell would 
	ring and I would know who it was 
	without even having to think, as if 
	it was the most natural thing in the 
	world.

Neff goes to the door and opens it.

		PHYLLIS
	Hello.

Neff just looks at her.

		PHYLLIS
	You forgot your hat this afternoon.

She has nothing in her hands but her bag.

		NEFF
	Did I?

He looks down at her hands.

		PHYLLIS
	Don't you want me to bring it in?

		NEFF
	Sure. Put it on the chair.

She comes in. He closes the door.

		NEFF
	How did you know where I live?

		PHYLLIS
	It's in the phone book.

Neff switches on the standing lamp.

		PHYLLIS
	It's raining.

		NEFF
	So it is. Peel off your coat and sit 
	down.

She starts to take off her coat.

		NEFF
	Your husband out?

		PHYLLIS
	Long Beach. They're spudding in a 
	new well. He phoned he'd be late. 
	About nine-thirty.

He takes her coat and lays it across the back of a chair.

		PHYLLIS
	It's about time you said you're glad 
	to see me.

		NEFF
	I knew you wouldn't leave it like 
	that.

		PHYLLIS
	Like what?

		NEFF
	Like it was this afternoon.

		PHYLLIS
	I must have said something that gave 
	you a terribly wrong impression. You 
	must surely see that. You must never 
	think anything like that about me, 
	Walter.

		NEFF
	Okay.

		PHYLLIS
	It's not okay. Not if you don't 
	believe me.

		NEFF
	What do you want me to do?

		PHYLLIS
	I want you to be nice to me. Like 
	the first time you came to the house.

		NEFF
	It can't be like the first time. 
	Something has happened.

		PHYLLIS
	I know it has. It's happened to us.

		NEFF
	That's what I mean.

Phyllis has moved over to the window. She stares out through 
the wet window-pane.

		NEFF
	What's the matter now?

		PHYLLIS
	I feel as if he was watching me. Not 
	that he cares about me. Not any more. 
	But he keeps me on a leash. So tight 
	I can't breathe. I'm scared.

		NEFF
	What of? He's in Long Beach, isn't 
	he?

		PHYLLIS
	I oughtn't to have come.

		NEFF
	Maybe you oughtn't.

		PHYLLIS
	You want me to go?

		NEFF
	If you want to.

		PHYLLIS
	Right now?

		NEFF
	Sure. Right now.

By this time, he has hold of her wrist. He draws her to him 
slowly and kisses her. Her arms tighten around him. After a 
moment he pulls his head back, still holding her close.

		NEFF
	How were you going to do it?

		PHYLLIS
	Do what?

		NEFF
	Kill him.

		PHYLLIS
	Walter, for the last time --

She tries to jerk away but he holds her and kisses her again.

		NEFF
	I'm crazy about you, baby.

		PHYLLIS
	I'm crazy about you, Walter.

		NEFF
	That perfume on your hair. What's 
	the name of it?

		PHYLLIS
	Something French. I bought it down 
	at Ensenada.

		NEFF
	We ought to have some of that pink 
	wine to go with it. The kind that 
	bubbles. But all I have is bourbon.

		PHYLLIS
	Bourbon is fine, Walter.

He lets her go and moves toward the dinette.

A-45 THE DINETTE AND KITCHEN

It contains a small table and some chairs. A low glass-and-
china cabinet is built between the dinette and kitchen, 
leaving a space like a doorway. The kitchen is the usual 
apartment house kitchen, with stove, ice-box, sink, etc. It 
is quite small.

Neff goes to the ice-box and Phyllis drifts in after him.

		NEFF
	Soda?

		PHYLLIS
	Plain water, please.

		NEFF
	Get a couple of glasses, will you.

He points at the china closet. He has taken a tray of ice 
cubes from the refrigerator and is holding it under the hot-
water faucet.

		NEFF
	You know, about six months ago a guy 
	slipped on the soap in his bathtub 
	and knocked himself cold and drowned. 
	Only he had accident insurance. So 
	they had an autopsy and she didn't 
	get away with it.

Phyllis has the glasses now. She hands them to him. He dumps 
some ice cubes into the glasses.

		PHYLLIS
	Who didn't?

		NEFF
	His wife.

He reaches for the whiskey bottle on top of the china closet.

		NEFF
	And there was another case where a 
	guy was found shot and his wife said 
	he was cleaning a gun and his stomach 
	got in the way. All she collected 
	was a three-to-ten stretch in 
	Tehachapi.

		PHYLLIS
	Perhaps it was worth it to her.

Neff hands her a glass.

		NEFF
	See if you can carry this as far as 
	the living room.

They move back toward the living room.

A-46 LIVING ROOM

Phyllis and Neff go toward the davenport. She is sipping her 
drink and looking around.

		PHYLLIS
	It's nice here, Walter. Who takes 
	care of it for you?

		NEFF
	A colored woman comes in twice a 
	week.

		PHYLLIS
	You get your own breakfast?

		NEFF
	Once in a while I squeeze a 
	grapefruit. The rest I get at the 
	corner drugstore.

They sit on the davenport, fairly close together.

		PHYLLIS
	It sounds wonderful. Just strangers 
	beside you. You don't know them. You 
	don't hate them. You don't have to 
	sit across the table and smile at 
	him and that daughter of his every 
	morning of your life.

		NEFF
	What daughter? Oh, that little girl 
	on the piano.

		PHYLLIS
	Yes. Lola. She lives with us. He 
	thinks a lot more of her than he 
	does of me.

		NEFF
	Ever think of a divorce?

		PHYLLIS
	He wouldn't give me a divorce.

		NEFF
	I suppose because it would cost him 
	money.

		PHYLLIS
	He hasn't got any money. Not since 
	he went into the oil business.

		NEFF
	But he had when you married him?

		PHYLLIS
	Yes, he had. And I wanted a home. 
	Why not? But that wasn't the only 
	reason. I was his wife's nurse. She 
	was sick for a long time. When she 
	died, he was all broken up. I pitied 
	him so.

		NEFF
	And now you hate him.

		PHYLLIS
	Yes, Walter. He's so mean to me. 
	Every-time I buy a dress or a pair 
	of shoes he yells his head off. He 
	won't let me go anywhere. He keeps 
	me shut up. He's always been mean to 
	me. Even his life insurance all goes 
	to that daughter of his. That Lola.

		NEFF
	Nothing for you at all, huh?

		PHYLLIS
	No. And nothing is just what I'm 
	worth to him.

		NEFF
	So you lie awake in the dark and 
	listen to him snore and get ideas.

		PHYLLIS
	Walter, I don't want to kill him. I 
	never did. Not even when he gets 
	drunk and slaps my face.

		NEFF
	Only sometimes you wish he was dead.

		PHYLLIS
	Perhaps I do.

		NEFF
	And you wish it was an accident, and 
	you had that policy. For fifty 
	thousand dollars. Is that it?

		PHYLLIS
	Perhaps that too.

She takes a long drink.

		PHYLLIS
	The other night we drove home from a 
	party. He was drunk again. When we 
	got into the garage he just sat there 
	with his head on the steering wheel 
	and the motor still running. And I 
	thought what it would be like if I 
	didn't switch it off, just closed 
	the garage door and left him there.

		NEFF
	I'll tell you what it would be like, 
	if you had that accident policy, and 
	tried to pull a monoxide job. We 
	have a guy in our office named Keyes. 
	For him a set-up like that would be 
	just like a slice of rare roast beef. 
	In three minutes he'd know it wasn't 
	an accident. In ten minutes you'd be 
	sitting under the hot lights. In 
	half an hour you'd be signing your 
	name to a confession.

		PHYLLIS
	But Walter, I didn't do it. I'm not 
	going to do it.

		NEFF
	Not if there's an insurance company 
	in the picture, baby. So long as 
	you're honest they'll pay you with a 
	smile, but you just try to pull 
	something like that and you'll find 
	out. They know more tricks than a 
	carload of monkeys. And if there's a 
	death mixed up in it, you haven't 
	got a prayer. They'll hang you as 
	sure as ten dimes will buy a dollar, 
	baby.

She begins to cry. He puts his arms around her and kisses 
her.

		NEFF
	Just stop thinking about it, will 
	you.

He holds her tight. Their heads touch, side by side, THE 
CAMERA SLOWLY STARTS TO RECEDE as we

							DISSOLVE TO:

A-47 INT. NEFF'S OFFICE - (NIGHT)

Neff sits in the swivel chair, talking into the dictaphone. 
He has hooked the wastebasket under his feet to sit more 
comfortably. As he talks, a little cough shakes him now and 
then.

		NEFF
	So we just sat there, and she kept 
	on crying softly, like the rain on 
	the window, and we didn't say 
	anything. Maybe she had stopped 
	thinking about it, but I hadn't. I 
	couldn't. Because it all tied up 
	with something I had been thinking 
	about for years, since long before I 
	ever ran into Phyllis Dietrichson. 
	Because, in this business you can't 
	sleep for trying to figure out the 
	tricks they could pull on you. You're 
	like the guy behind the roulette 
	wheel, watching the customers to 
	make sure they don't crook the house. 
	And then one night, you get to 
	thinking how you could crook the 
	house yourself. And do it smart. 
	Because you've got that wheel right 
	under your hands. And you know every 
	notch in it by heart. And you figure 
	all you need is a plant out in front, 
	a shill to put down the bet. And 
	suddenly the doorbell rings and the 
	whole set-up is right there in the 
	room with you... Look, Keyes, I'm 
	not trying to whitewash myself. I 
	fought it, only maybe I didn't fight 
	it hard enough. The stakes were fifty 
	thousand dollars, but they were the 
	life of a man, too, a man who'd never 
	done me any dirt. Except he was 
	married to a woman he didn't care 
	anything about, and I did...

							DISSOLVE TO:

A-48 INT. NEFF'S APARTMENT LIVING ROOM

CAMERA MOVES SLOWLY towards the davenport again. Neff sits 
in one corner with his feet on the low table. He is smoking 
his cigarette and staring at the ceiling. Phyllis has been 
sitting fairly close to him. She gets up slowly and crosses 
to her rain coat, lying over a chair.

		PHYLLIS
	I've got to go now, Walter.

Neff does not answer. He keeps on staring at the ceiling. 
She starts to put the rain coat on.

		PHYLLIS
	Will you call me, Walter?

Neff still does not answer.

		PHYLLIS
	Walter!

He looks at her slowly, almost absently.

		PHYLLIS
	I hate him. I loathe going back to 
	him. You believe me, don't you, 
	Walter?

		NEFF
	Sure I believe you.

		PHYLLIS
	I can't stand it anymore. What if 
	they did hang me?

		NEFF
	You're not going to hang, baby.

		PHYLLIS
	It's better than going on this way.

		NEFF
	-- you're not going to hang, baby. 
	Not ever. Because you're going to do 
	it the smart way. Because I'm going 
	to help you.

		PHYLLIS
	You!

		NEFF
	Me.

		PHYLLIS
	Do you know what you're saying?

		NEFF
	Sure I know what I'm saying.

He gets up and grips her arm.

		NEFF
	We're going to do it together. We're 
	going to do it right. And I'm the 
	guy that knows how.

There is fierce determination in his voice. His fingers dig 
into her arm.

		PHYLLIS
	Walter, you're hurting me.

		NEFF
	There isn't going to be any slip up. 
	Nothing sloppy. Nothing weak. It's 
	got to be perfect.

He kisses her.

		NEFF
	You go now.

He leads her towards the door.

		NEFF
	Call me tomorrow. But not from your 
	house. From a booth. And watch your 
	step. Every single minute. It's got 
	to be perfect, understand. Straight 
	down the line.

They have now reached the door. Neff opens it. Phyllis stands 
in the doorway, her lips white.

		PHYLLIS
	Straight down the line.

She goes quietly. He watches her down the corridor. Slowly 
he closes the door and goes back into the room. He moves 
across the window and opens it wide. He stands there, looking 
down into the dark street. From below comes the sound of a 
car starting and driving off. The rain drifts in against his 
face. He just stands there motionless. His mind is going a 
hundred miles a minute.

							FADE OUT:

						END OF SEQUENCE "A"

			SEQUENCE "B"

FADE IN:

B-1 INT. NEFF'S OFFICE - (NIGHT)

Neff sits slumped in his chair before the dictaphone. On the 
desk next to him stands a used record. The cylinder on the 
dictaphone is not turning. He is smoking a cigarette. He 
kills it then lifts the needle and slides off the record 
which is on the machine and stands it on end on the desk 
beside the other used record. He reaches down painfully to 
take another record from the rack beneath the dictaphone, 
looks at it against the light to make sure it has not been 
used, then slides it into place on the machine and resets 
the needle. He lifts the horn and resumes his dictation.

		NEFF
	The first thing we had to do was fix 
	him up with that accident policy. I 
	knew he wouldn't buy, but all I wanted 
	was his signature on an application. 
	So I had to make him sign without 
	his knowing what he was signing. And 
	I wanted a witness other than Phyllis 
	to hear me give him a sales talk. I 
	was trying to think with your brains, 
	Keyes. I wanted all the answers ready 
	for all the questions you were going 
	to spring as soon as Dietrichson was 
	dead.

Neff takes a last drag on his cigarette and kills it by 
running it under the ledge of the dictaphone stand. He drops 
the stub on the floor and resumes.

		NEFF
	A couple of nights later I went to 
	the house. Everything looked fine, 
	except I didn't like the witness 
	Phyllis had brought in. It was 
	Dietrichson's daughter Lola, and it 
	made me feel a little queer in the 
	belly to have her right there in the 
	room, playing Chinese checkers, as 
	if nothing was going to happen.

							DISSOLVE:

B-2 A BOARD OF CHINESE CHECKERS CAMERA WITHDRAWS AND 
GRADUALLY REVEALS THE DIETRICHSON LIVING ROOM - NIGHT

The checker-board is on the davenport between Phyllis and 
Lola. Mr. Dietrichson sits in a big easy chair. His coat and 
tie are over the back of the chair, and the evening paper is 
lying tumbled on the floor beside him. He is smoking a cigar 
with the band on it. He has a drink in front of him and 
several more inside him. In another chair sits Neff, his 
briefcase on the floor, leaning against his chair. He holds 
his rate book partly open, with a finger in it for a marker. 
He is going full swing.

		NEFF
	I suppose you realize, Mr. 
	Dietrichson, that, not being an 
	employee, you are not covered by the 
	State Compensation Insurance Act. 
	The only way you can protect yourself 
	is by having a personal policy of 
	your own.

		DIETRICHSON
	I know all about that. The next thing 
	you'll tell me I need earthquake 
	insurance and lightning insurance 
	and hail insurance.

Phyllis looks up from the checker-board and cuts in on the 
dialogue. Lola listens without much interest.

		PHYLLIS
		(To Dietrichson)
	If we bought all the insurance they 
	can think up, we'd stay broke paying 
	for it, wouldn't we, honey?

		DIETRICHSON
	What keeps us broke is you going out 
	and buying five hats at a crack. Who 
	needs a hat in California?

		NEFF
	I always say insurance is a lot like 
	a hot water bottle. It looks kind of 
	useless and silly hanging on the 
	hook, but when you get that stomach 
	ache in the middle of the night, it 
	comes in mighty handy.

		DIETRICHSON
	Now you want to sell me a hot water 
	bottle.

		NEFF
	Dollar for dollar, accident insurance 
	is the cheapest coverage you can 
	buy, Mr. Dietrichson.

		DIETRICHSON
	Maybe some other time, Mr. Neff. I 
	had a tough day.

		NEFF
	Just as you say, Mr. Dietrichson.

		DIETRICHSON
	Suppose we just settle that automobile 
	insurance tonight.

		NEFF
	Sure. All we need on that is for you 
	to sign an application for renewal.

Phyllis throws a quick glance at Neff. As she looks back she 
sees that Lola is staring down at her wrist watch.

		LOLA
	Phyllis, do you mind if we don't 
	finish this game? It bores me stiff.

		PHYLLIS
	Got some thing better to do?

		LOLA
	Yes, I have.

She gets up.

		LOLA
		(To Dietrichson)
	Father, is it all right if I run 
	along now?

		DIETRICHSON
	Run along where? Who with?

		LOLA
	Just Anne. We're going roller skating.

		DIETRICHSON
	Anne who?

		LOLA
	Anne Matthews.

		PHYLLIS
	It's not that Nino Zachetti again?

		DIETRICHSON
	It better not be that Zachetti guy. 
	If I ever catch you with that ---

		LOLA
	It's Anne Matthews, I told you. I 
	also told you we're going roller 
	skating. I'm meeting her at the corner 
	of Vermont and Franklin -- the north-
	west corner, in case you're 
	interested. And I'm late already. I 
	hope that is all clear. Good night, 
	Father. Good night, Phyllis.

She starts to go.

		NEFF
	Good night, Miss Dietrichson.

		LOLA
	Oh, I'm sorry. Good night, Mr. --

		NEFF
	Neff.

		LOLA
	Good night, Mr. Neff.

		PHYLLIS
	Now you're not going to take my car 
	again.

		LOLA
	No thanks. I'd rather be dead.

She goes out through the archway.

		DIETRICHSON
	A great little fighter for her weight.

Dietrichson sucks down a big swallow of his drink.

Neff has taken two blank forms from his briefcase. He puts 
the briefcase on Mr. Dietrichson's lap and lays the forms on 
top. Phyllis is watching closely.

		NEFF
	This is where you sign, Mr. 
	Dietrichson.

		DIETRICHSON
	Sign what?

		NEFF
	The applications for your auto 
	renewals. So you'll be protected 
	until the new policies are issued.

		DIETRICHSON
	When will that be?

		NEFF
	In about a week.

		DIETRICHSON
	Just so I'm covered when I drive up 
	North.

Neff takes out his fountain pen.

		NEFF
	San Francisco, Mr. Dietrichson?

		DIETRICHSON
	Palo Alto.

		PHYLLIS
	He was a Stanford man, Mr. Neff. And 
	he still goes to his class reunion 
	every year.

		DIETRICHSON
	What's wrong with that? Can't I have 
	a little fun even once a year?

		NEFF
	Great football school, Stanford. Did 
	you play football, Mr. Dietrichson?

		DIETRICHSON
	Left guard. Almost made the varsity, 
	too.

Neff has unscrewed his fountain pen. He hands it to Mr. 
Dietrichson. Dietrichson puts on his glasses.

		NEFF
	On that bottom line, Mr. Dietrichson.

Dietrichson signs. Neff's and Phyllis' eyes meet for a split 
second.

		NEFF
	Both copies, please.

He withdraws the top copy barely enough to expose the 
signature line on the supposed duplicate.

		DIETRICHSON
	Sign twice, huh?

		NEFF
	One is the agent's copy. I need it 
	for my files.

		DIETRICHSON
		(In a mutter)
	Files. Duplicates. Triplicates.

Dietrichson grunts and signs again. Again Neff and Phyllis 
exchange a quick glance.

		NEFF
	No hurry about the check, Mr. 
	Dietrichson. I can pick it up at 
	your office some morning.

Casually Neff lifts the briefcase and signed applications 
off Dietrichson's lap.

		DIETRICHSON
	How much you taking me for?

		NEFF
	One forty-seven fifty, Mr. 
	Dietrichson.

Dietrichson stands up. He is about Neff's height but a little 
heavier.

		PHYLLIS
	I guess that's enough insurance for 
	one evening, Mr. Neff.

		DIETRICHSON
	Plenty.

Dietrichson has poured some more whisky into his glass. He 
tries the siphon but it is empty. He gathers up his coat and 
tie and picks up his glass.

		DIETRICHSON
	Good night, Mr. Neff.

Neff is zipping up his briefcase.

		NEFF
	Good night, Mr. Dietrichson. Good 
	night, Mrs. Dietrichson.

		DIETRICHSON
	Bring me some soda when you come up, 
	Phyllis.

Dietrichson trundles off towards the archway.

		PHYLLIS
		(To Neff)
	I think you left your hat in the 
	hall.

Phyllis leads the way and Neff goes after her, his briefcase 
under his arm.

B-3 HALLWAY DIETRICHSON RESIDENCE - (NIGHT)

Phyllis enters through the living room archway with Neff 
behind her. She leads him towards the door. On the way he 
picks up his hat. In the BACKGROUND Dietrichson begins to 
ascend the stairs, carrying his coat and glass. Phyllis and 
Neff move close to the door. They speak in very low voices.

		PHYLLIS
	All right, Walter?

		NEFF
	Fine.

		PHYLLIS
	He signed it, didn't he?

		NEFF
	Sure he signed it. You saw him.

Phyllis opens the door a crack. Both look at the stairs, 
where Dietrichson is going up. Phyllis takes her hand off 
the doorknob and holds on to Neff's arm.

		NEFF
		(Looking up)
	Watch it, will you.

Phyllis slowly drops her hand from his arm. Both look up as 
Dietrichson goes across the balcony and out of sight.

		NEFF
	Listen. That trip to Palo Alto When 
	does he go?

		PHYLLIS
	End of the month.

		NEFF
	He drives, huh?

		PHYLLIS
	He always drives.

		NEFF
	Not this time. You're going to make 
	him take the train.

		PHYLLIS
	Why?

		NEFF
	Because it's all worked out for a 
	train.

For a second they stand listening and looking up as if they 
had heard a sound.

		PHYLLIS
	It's all right. Go on, Walter.

		NEFF
	Look, baby. There's a clause in every 
	accident policy, a little something 
	called double indemnity. The insurance 
	companies put it in as a sort of 
	come-on for the customers. It means 
	they pay double on certain accidents. 
	The kind that almost never happen. 
	Like for instance if a guy got killed 
	on a train, they'd pay a hundred 
	thousand instead of fifty.

		PHYLLIS
	I see.
		(Her eyes widen with 
		excitement)

		NEFF
	We're hitting it for the limit, baby. 
	That's why it's got to be a train.

		PHYLLIS
	It's going to be a train, Walter. 
	Just the way you say. Straight down 
	the line.

They look at each other. The look is like a long kiss. Neff 
goes out. Slowly Phyllis closes the door and leans her head 
against it as she looks up the empty stairway.

B-4 EXT. DIETRICHSON RESIDENCE - (NIGHT)

Neff, briefcase under his arm, comes down the steps to the 
street, where his Dodge coupe is parked at the curb. He opens 
the door and stops, looking in.

Sitting there in the dark corner of the car, away from the 
steering wheel, is Lola. She wears a coat but no hat.

		LOLA
	Hello, Mr. Neff. It's me.

Lola gives him a sly smile. Neff is a little annoyed.

		NEFF
	Something the matter?

		LOLA
	I've been waiting for you.

		NEFF
	For me? What for?

		LOLA
	I thought you could let me ride with 
	you, if you're going my way.

Neff doesn't like the idea very much.

		NEFF
	Which way would that be?

		LOLA
	Down the hill. Down Vermont.

		NEFF
		(Remembering)
	Oh, sure. Vermont and Franklin. North-
	west corner, wasn't it? Be glad to, 
	Miss Dietrichson.

Neff gets into the car.

B-5 INT. COUPE - (NIGHT) - (TRANSPARENCY)

Neff puts the briefcase on the ledge behind the driver's 
seat. He closes the door and starts the car. They drift down 
the hill.

		NEFF
	Roller skating, eh? You like roller 
	skating?

		LOLA
	I can take it or leave it.

Neff looks at her curiously. Lola meets his glance.

		NEFF
	Only tonight you're leaving it?

This is an embarrassing moment for Lola.

		LOLA
	Yes, I am. You see, Mr. Neff, I'm 
	having a very tough time at home. My 
	father doesn't understand me and 
	Phyllis hates me.

		NEFF
	That does sound tough, all right.

		LOLA
	That's why I have to lie sometimes.

		NEFF
	You mean it's not Vermont and 
	Franklin.

		LOLA
	It's Vermont and Franklin all right. 
	Only it's not Anne Matthews. It's 
	Nino Zachetti. You won't tell on me, 
	will you?

		NEFF
	I'd have to think it over.

		LOLA
	Nino's not what my father says at 
	all. He just had bad luck. He was 
	doing pre-med at U.S.C. and working 
	nights as an usher in a theater 
	downtown. He got behind in his credits 
	and flunked out. Then he lost his 
	job for talking back. He's so hot-
	headed.

		NEFF
	That comes expensive, doesn't it?

		LOLA
	I guess my father thinks nobody's 
	good enough for his daughter except 
	maybe the guy that owns Standard 
	Oil. Would you like a stick of gum?

		NEFF
	Never use it, thanks.

Lola puts a stick of gum in her mouth.

		LOLA
	I can't give Nino up. I wish father 
	could see it my way.

		NEFF
	It'll straighten out all right, Miss 
	Dietrichson.

		LOLA
	I suppose it will sometime.
		(Looking out)
	This is the corner right here, Mr. 
	Neff.

Neff brings the car to a stop by the curb.

		LOLA
	There he is. By the bus stop.

Neff looks out.

B-6 CORNER VERMONT AND FRANKLIN - (NIGHT)

Zachetti stands waiting, hands in trouser pockets. He is 
about twenty-five, Italian looking, open shirt, not well 
dressed.

B-7 INT. COUPE - (NIGHT) - LOLA AND NEFF

		LOLA
	He needs a hair-cut, doesn't he. 
	Look at him. No job, no car, no money, 
	no prospects, no nothing.
		(Pause)
	I love him.

She leans over and honks on the horn.

		LOLA
		(Calling)
	Nino!

B-8 ZACHETTI

He turns around and looks towards the car.

		LOLA'S VOICE
	Over here, Nino.

Zachetti walks towards the car.

B-9 THE COUPE

Neff and Lola. She has opened the door. Zachetti comes up.

		LOLA
	This is Mr. Neff, Nino.

		NEFF
	Hello, Nino.

		ZACHETTI
		(Belligerent from the 
		first word)
	The name is Zachetti.

		LOLA
	Nino. Please. Mr. Neff gave me a 
	ride from the house. I told him all 
	about us.

		ZACHETTI
	Why does he have to get told about 
	us?

		LOLA
	We don't have to worry about Mr. 
	Neff, Nino.

		ZACHETTI
	I'm not doing any worrying. Just 
	don't you broadcast so much.

		LOLA
	What's the matter with you, Nino? 
	He's a friend.

		ZACHETTI
	I don't have any friends. And if I 
	did, I like to pick them myself.

		NEFF
	Look, sonny, she needed the ride and 
	I brought her along. Is that anything 
	to get tough about?

		ZACHETTI
	All right, Lola, make up your mind. 
	Are you coming or aren't you?

		LOLA
	Of course I'm coming. Don't mind 
	him, Mr. Neff.

Lola steps out of the car.

		LOLA
	Thanks a lot. You've been very sweet.

Lola catches up with Zachetti and they walk away together.

B-10 INT. COUPE

Neff looks after them. Slowly he puts the car in gear and 
drives on. His face is tight. Behind his head, light catches 
the metal of the zipper on the briefcase. Over the shot comes 
the COMMENTARY:

		NEFF'S VOICE
	She was a nice kid and maybe he was 
	a little better than he sounded. I 
	kind of hoped so for her sake, but 
	right then it gave me a nasty feeling 
	to be thinking about them at all, 
	with that briefcase right behind my 
	head and her father's application in 
	it. Besides, I had other problems to 
	work out. There were plans to make, 
	and Phyllis had to be in on them...

							DISSOLVE TO:

B-11 EXT. SUPER MARKET - (DAY)

There is a fair amount of activity but the place is not 
crowded. Neff comes along the sidewalk into the shot. He 
passes in front of the fruit and vegetable display and goes 
between the stalls into the market.

		NEFF'S VOICE
		(Continued)
	...but we couldn't be seen together 
	any more and I had told her never to 
	call me from her house and never to 
	call me at my office. So we had picked 
	out a big market on Los Feliz. She 
	was to be there buying stuff every 
	day about eleven o'clock, and I could 
	run into her there. Kind of 
	accidentally on purpose.

B-12 INT. MARKET

Neff stops by the cashier's desk and buys a pack of 
cigarettes. As he is opening the pack he looks back casually 
beyond the turnstile into the rear part of the market.

B-13 ROWS OF HIGH SHELVES IN MARKET

The shelves are loaded with canned goods and other 
merchandise. Customers move around selecting articles and 
putting them in their baskets. Phyllis is seen among them, 
standing by the soap section. Her basket is partly filled. 
She wears a simple house dress, no hat, and has a large 
envelope pocketbook under her arm.

B-14 INT. MARKET

Neff has spotted Phyllis. Without haste he passes through 
the turnstile towards the back.

B-15 THE SHELVES

Phyllis is putting a can of cleaning powder into her basket. 
Neff enters the shot and moves along the shelves towards 
her, very slowly, pretending to inspect the goods. A customer 
passes and goes on out of scene. Phyllis and Neff are now 
very close. During the ensuing low-spoken dialogue, they 
continue to face the shelves, not looking at each other

		PHYLLIS
	Walter.

		NEFF
	Not so loud.

		PHYLLIS
	I wanted to talk to you, Walter. 
	Ever since yesterday.

		NEFF
	Let me talk first. It's all set. The 
	accident policy came through. I've 
	got it in my pocket. I got his check 
	too. I saw him down in the oil fields. 
	He thought he was paying for the 
	auto insurance. The check's just 
	made out to the company. It could be 
	for anything. But you have to send a 
	check for the auto insurance, see. 
	It's all right that way, because one 
	of the cars is yours.

		PHYLLIS
	But listen, Walter ---

		NEFF
	Quick, open your bag.

She hesitates, then opens it. Neff looks around quickly, 
slips the policy out of his pocket and drops it into her 
bag. She snaps the bag shut.

		NEFF
	Can you get into his safe deposit 
	box?

		PHYLLIS
	Yes. We both have keys.

		NEFF
	Fine. But don't put the policy in 
	there yet. I'll tell you when. And 
	listen, you never touched it or even 
	saw it, understand?

		PHYLLIS
	I'm not a fool.

		NEFF
	Okay. When is he taking the train?

		PHYLLIS
	Walter, that's just it. He isn't 
	going.

		NEFF
	What?

		PHYLLIS
	That's what I've been trying to tell 
	you. The trip is off.

		NEFF
	What's happened?

He breaks off as a short, squatty woman, pushing a child in 
a walker, comes into sight and approaches. She stops beside 
Neff, who is pretending to read a label on a can. Phyllis 
puts a few cakes of soap into her basket.

		WOMAN
		(To Neff)
	Mister, could you reach me that can 
	of coffee?
		(She points)
	That one up there.

		NEFF
		(Reaching up)
	This one?

She nods. Neff reaches a can down from the high shelf and 
hands it to her.

		WOMAN
	I don't see why they always have to 
	put what I want on the top shelf.

She moves away with her coffee and her child. Out of the 
corner of his eye Neff watches her go. He moves closer to 
Phyllis again.

		NEFF
	Go ahead. I'm listening.

		PHYLLIS
	He had a fall down at the well. He 
	broke his leg. It's in a cast.

		NEFF
	That knocks it on the head all right.

		PHYLLIS
	What do we do, Walter?

		NEFF
	Nothing. Just wait.

		PHYLLIS
	Wait for what?

		NEFF
	Until he can take a train. I told 
	you it's got to be a train.

		PHYLLIS
	We can't wait. I can't go on like 
	this.

		NEFF
	We're not going to grab a hammer and 
	do it quick, just to get it over 
	with.

		PHYLLIS
	There are other ways.

		NEFF
	Only we're not going to do it other 
	ways.

		PHYLLIS
	But we can't leave it like this. 
	What do you think would happen if he 
	found out about this accident policy?

		NEFF
	Plenty. But not as bad as sitting in 
	that death-house.

		PHYLLIS
	Don't ever talk like that, Walter.

		NEFF
	Just don't let's start losing our 
	heads.

		PHYLLIS
	It's not our heads. It's our nerve 
	we're losing.

		NEFF
	We're going to do it right. That's 
	all I said.

		PHYLLIS
	Walter maybe it's my nerves. It's 
	the waiting that gets me.

		NEFF
	It's getting me just as bad, baby. 
	But we've got to wait.

		PHYLLIS
	Maybe we have, Walter. Only it's so 
	tough without you. It's like a wall 
	between us.

Neff looks at his watch.

		NEFF
	Good-bye baby. I'm thinking of you 
	every minute.

He goes off. She stares after him.

							DISSOLVE TO:

B-16 NEFF'S OFFICE - (DAY)

He is wearing a light grey suit and has his hat on. He is 
standing behind his desk opening some mail, taking a few 
papers out of his briefcase, checking something in his rate 
book, making a quick telephone call. But nothing of this is 
heard.

		NEFF'S VOICE
	After that a full week went by and I 
	didn't see her once. I tried to keep 
	my mind off her and off the whole 
	idea. I kept telling myself that 
	maybe those fates they say watch 
	over you had gotten together and 
	broken his leg to give me a way out. 
	Then it was the fifteenth of June. 
	You may remember that date, Keyes. I 
	do too, only for a very different 
	reason. You came into my office around 
	three in the afternoon...

Keyes enters with some papers in his hand.

		NEFF
	Hello, Keyes.

		KEYES
	I just came from Norton's office. 
	The semi-annual sales records are 
	out. You're high man, Walter. That's 
	twice in a row. Congratulations.

		NEFF
	Thanks. How would you like a cheap 
	drink?

		KEYES
	How would you like a fifty dollar 
	cut in salary?

		NEFF
	How would I -- Do I laugh now, or 
	wait until it gets funny?

		KEYES
	I'm serious, Walter. I've been talking 
	to Norton. There's too much stuff 
	piling up on my desk. Too much 
	pressure on my nerves. I spend half 
	the night walking up and down in my 
	bed. I've got to have an assistant. 
	I thought that you --

		NEFF
	Me? Why pick on me?

		KEYES
	Because I've got a crazy idea you 
	might be good at the job.

		NEFF
	That's crazy all right. I'm a 
	salesman.

		KEYES
	Yeah. A peddler, a glad-hander, a 
	back-slapper. You're too good to be 
	a salesman.

		NEFF
	Nobody's too good to be a salesman.

		KEYES
	Phooey. All you guys do is ring door-
	bells and dish out a smooth line of 
	monkey talk. What's bothering you is 
	that fifty buck cut, isn't it?

		NEFF
	That'd bother anybody.

		KEYES
	Look, Walter. The job I'm talking 
	about takes brains and integrity. It 
	takes more guts than there is in 
	fifty salesman. It's the hottest job 
	in the business.

		NEFF
	It's still a desk job. I don't want 
	a desk job.

		KEYES
	A desk job. Is that all you can see 
	in it? Just a hard chair to park 
	your pants on from nine to five. 
	Just a pile of papers to shuffle 
	around, and five sharp pencils and a 
	scratch pad to make figures on, with 
	maybe a little doodling on the side. 
	That's not the way I see it, Walter. 
	To me a claims man is a surgeon, and 
	that desk is an operating table, and 
	those pencils are scalpels and bone 
	chisels. And those papers are not 
	just forms and statistics and claims 
	for compensation. They're alive, 
	they're packed with drama, with 
	twisted hopes and crooked dreams. A 
	claims man, Walter, is a doctor and 
	a blood-hound and a cop and a judge 
	and a jury and a father confessor, 
	all in one.

The telephone rings on Neff's desk. Automatically Keyes grabs 
the phone and answers.

		KEYES
	Who? Okay, hold the line.

He puts the phone down on the desk and continues to Neff:

		KEYES
	And you want to tell me you're not 
	interested. You don't want to work 
	with your brains. All you want to 
	work with is your finger on a door-
	bell. For a few bucks more a week. 
	There's a dame on your phone.

Neff picks the phone up and answers.

		NEFF
	Walter Neff speaking.

B-17 INT. PHONE BOOTH - MARKET

Phyllis is on the phone.

		PHYLLIS
	I had to call you, Walter. It's 
	terribly urgent. Are you with 
	somebody?

B-18 NEFF'S OFFICE

Neff on the phone. His eye catches Keyes', who is walking up 
and down.

		NEFF
	Of course I am. Can't I call you 
	back... Margie?

B-19 PHYLLIS - ON PHONE

		PHYLLIS
	Walter, I've only got a minute. It 
	can't wait. Listen. He's going 
	tonight. On the train. Are you 
	listening, Walter? Walter!

B-20 NEFF - ON PHONE

His eyes are on Keyes. He speaks into the phone as calmly as 
possible.

		NEFF
	I'm listening. Only make it short... 
	Margie.

B-21 PHYLLIS - ON PHONE

		PHYLLIS
	He's on crutches. The doctor says he 
	can go if he's careful. The change 
	will do him good. It's wonderful, 
	Walter. Just the way you wanted it. 
	Only with the crutches it's ever so 
	much better, isn't it?

B-22 NEFF'S OFFICE

Neff on phone.

		NEFF
	One hundred percent better. Hold the 
	line a minute.

He covers the receiver with his hand and turns to Keyes, who 
is now standing at the window.

		NEFF
	Suppose I join you in your office, 
	Keyes --

He makes a gesture as if expecting Keyes to leave. Keyes 
stays right where he is.

		KEYES
	I'll wait. Only tell Margie not to 
	take all day.

Neff looks at Keyes' back with a strained expression, then 
lifts the phone again.

		NEFF
	Go ahead.

B-23 PHYLLIS, ON PHONE

		PHYLLIS
	It's the ten-fifteen from Glendale. 
	I'm driving him. Is it still that 
	same dark street?

B-24 NEFF, ON PHONE

He is still watching Keyes cautiously.

		NEFF
	Yeah -- sure.

B-24A CLOSEUP - PHYLLIS - ON PHONE

		PHYLLIS
	The signal is three honks on the 
	horn. Is there anything else?

B-24B CLOSEUP NEFF, ON PHONE

		NEFF
	What color did you pick out?

B-25 PHYLLIS, ON PHONE

		PHYLLIS
	Color?
		(She catches on)
	Oh, sure. The blue suit, Walter. 
	Navy blue. And the cast on his left 
	leg.

B-26 NEFF, ON PHONE

		NEFF
	Navy blue. I like that fine.

B-27 PHYLLIS, ON PHONE

		PHYLLIS
	This is it, Walter. I'm shaking like 
	a leaf. But it's straight down the 
	line now for both of us. I love you, 
	Walter. Goodbye.

B-28 NEFF'S OFFICE

Neff on the phone.

		NEFF
	So long, Margie.

He hangs up. His mouth is grim, but he forces a smile as 
Keyes turns.

		NEFF
	I'm sorry, Keyes.

		KEYES
	What's the matter? The dames chasing 
	you again? Or still? Or is it none 
	of my business?

		NEFF
		(With a sour smile)
	If I told you it was a customer --

		KEYES
	Margie! I bet she drinks from the 
	bottle. Why don't you settle down 
	and get married, Walter?

		NEFF
	Why don't you, for instance?

		KEYES
	I almost did, once. A long time ago.

Neff gets up from his desk.

		NEFF
	Look, Keyes, I've got a prospect to 
	call on.

Keyes drives right ahead.

		KEYES
	We even had the church all picked 
	out, the dame and I. She had a white 
	satin dress with flounces on it. And 
	I was on my way to the jewelry store 
	to buy the ring. Then suddenly that 
	little man in here started working 
	on me.

He punches his stomach with his fist.

		NEFF
	So you went back and started 
	investigating her. That it?

Keyes nods slowly, a little sad and a little ashamed.

		KEYES
	And the stuff that came out. She'd 
	been dyeing her hair ever since she 
	was sixteen. And there was a manic-
	depressive in her family, on her 
	mother's side. And she already had 
	one husband, a professional pool 
	player in Baltimore. And as for her 
	brother --

		NEFF
	I get the general idea. She was a 
	tramp from a long line of tramps.

He picks up some papers impatiently.

		KEYES
	All right, I'm going. What am I to 
	say to Norton? How about that job I 
	want you for?

		NEFF
	I don't think I want it. Thanks, 
	Keyes, just the same.

		KEYES
	Fair enough. Just get this: I picked 
	you for the job, not because I think 
	you're so darn smart, but because I 
	thought maybe you were a shade less 
	dumb than the rest of the outfit. I 
	guess I was all wet. You're not 
	smarter, Walter. You're just a little 
	taller.

He goes out. Neff is alone. He watches the door close, then 
turns and goes slowly to the water cooler. He fills a paper 
cup and stands holding it. His thoughts are somewhere else. 
After a moment he absently throws the cupful of water into 
the receptacle under the cooler. He goes back to the desk. 

He takes his rate book out of his brief case and puts it on 
the desk. He buttons the top button of his shirt, and pulls 
his tie right. He leaves the office, with his briefcase under 
his arm.

		NEFF'S VOICE
	That was it, Keyes, and there was no 
	use kidding myself any more. Those 
	fates I was talking about had only 
	been stalling me off. Now they had 
	thrown the switch. The gears had 
	meshed. The machinery had started to 
	move and nothing could stop it. The 
	time for thinking had all run out. 
	From here on it was a question of 
	following the time table, move by 
	move, just as we had it rehearsed. I 
	wanted my time all accounted for for 
	the rest of the afternoon and up to 
	the last possible moment in the 
	evening. So I arranged to call on a 
	prospect in Pasadena about a public 
	liability bond. When I left the office 
	I put my rate book on the desk as if 
	I had forgotten it. That was part of 
	the alibi.

							DISSOLVE TO:

B-29 EXT. NEFF'S APT. HOUSE DAY

Neff's coupe comes down the street and swings into the garage 
and goes down the ramp into the basement.

		NEFF'S VOICE
	I got home about seven and drove 
	right into the garage. This was 
	another item to establish my alibi.

B-30 INT. GARAGE

There are about eight cars parked. A colored attendant in 
coveralls and rubber boots is washing a car with a hose and 
sponge. Neff's car comes into the shot and stops near the 
attendant. Neff gets out with his briefcase under his arm.

		ATTENDANT
	Hiya there, Mr. Neff.

		NEFF
	How about a wash job on my heap, 
	Charlie?

		ATTENDANT
	How soon you want it, Mr. Neff? I 
	got two cars ahead of you.

		NEFF
	Anytime you get to it, Charlie. I'm 
	staying in tonight.

		ATTENDANT
	Okay, Mr. Neff. Be all shined up for 
	you in the morning.

Neff is crossing to the elevator. He speaks back over his 
shoulder:

		NEFF
	That left front tire looks a little 
	soft. Check it, will you?

		ATTENDANT
	You bet. Check 'em all round. Always 
	do.

Neff enters the elevator.

							DISSOLVE TO:

B-31 NEFF'S APT. - (DAY)

Neff enters. He walks straight to the phone, dials, and starts 
speaking into the mouthpiece, but only the COMMENTARY is 
heard.

							DISSOLVE:

		NEFF'S VOICE
	Up in my apartment I called Lou 
	Schwartz, one of the salesmen that 
	shared my office. He lived in 
	Westwood. That made it a toll call 
	and there'd be a record of it. I 
	told him I had forgotten my rate 
	book and needed some dope on the 
	public liability bond I was figuring. 
	I asked him to call me back. This 
	was another item in my alibi, so 
	that later on I could prove that I 
	had been home.

B-32 INT. NEFF'S LIVING ROOM

Neff comes into the living room from the bedroom, putting on 
the jacket of his blue suit. THE PHONE RINGS. He picks up 
the receiver and starts talking, unheard, as before. He makes 
notes on a pad.

							DISSOLVE TO:

		NEFF'S VOICE
	I changed into a navy blue suit like 
	Dietrichson was going to wear. Lou 
	Schwartz called me back and gave me 
	a lot of figures...

B-33 NEFF

He is folding a hand towel and stuffing it into his jacket 
pocket. He then takes a large roll of adhesive tape and puts 
that into his pants pocket.

							DISSOLVE TO:

		NEFF'S VOICE
		(Cont'd)
	I stuffed a hand towel and a big 
	roll of adhesive tape into my pockets, 
	so I could fake something that looked 
	like a cast on a broken leg... Next 
	I fixed the telephone and the 
	doorbell, so that the cards would 
	fall down if the bells rang. That 
	way I would know there had been a 
	phone call or visitor while I was 
	away. I left the apartment house by 
	the fire stairs and side door. Nobody 
	saw me. It was already getting dark. 
	I took the Vermont Avenue bus to Los 
	Feliz and walked from there up to 
	the Dietrichson house. There was 
	that smell of honeysuckle again, 
	only stronger, now that it was 
	evening.

B-34 & B-35 INSERTS OF OPEN TELEPHONE BELL BOX (ON BASEBOARD) 
& DOORBELL (ABOVE ENTRANCE DOOR)

Neff's hand places a small card against the bell clapper in 
each of these.

							DISSOLVE TO:

B-36 FIRE STAIRS, APT. HOUSE (NIGHT)

CAMERA PANS with Neff going down the stairs in his blue suit, 
with a hat pulled down over his eyes.

							DISSOLVE TO:

B-37 EXT. DIETRICHSON HOME - (NIGHT) - LONG SHOT - NO 
TRAFFIC

Some windows are lit. Neff comes into the shot and approaches 
cautiously. He looks around and then slides open the garage 
door.

B-38 INT. GARAGE

Neff closes the garage door. Very faint light comes in at a 
side window. He opens the rear door of the sedan, gets in 
and closes the door after him. The dark interior of the car 
has swallowed him up.

		NEFF'S VOICE
	Then I was in the garage. His car 
	was backed in, just the way I told 
	Phyllis to have it. It was so still 
	I could hear the ticking of the clock 
	on the dashboard. I kept thinking of 
	the place we had picked out to do 
	it, that dark street on the way to 
	the station, and the three honks on 
	the horn that were to be the signal... 
	About ten minutes later they came 
	down.

							DISSOLVE TO:

B-39 EXT. DIETRICHSON HOUSE

The front door has opened and Dietrichson is half-way down 
the steps. He is walking with crutches, wearing the dark 
blue suit and a hat. The cast is on his left leg. There is 
no shoe on his left foot. Only the white plaster shows. 
Phyllis comes after him, carrying his suitcase and his 
overcoat. She wears a camel's-hair coat and no hat. She 
catches up with him.

		PHYLLIS
	You all right, honey? I'll have the 
	car out in a second.

Dietrichson just grunts. She passes him to the garage, CAMERA 
WITH HER, and slides the door open.

B-40 INT. GARAGE

THE CAMERA IS VERY LOW INSIDE THE SEDAN, shooting slightly 
upwards from Neff's hiding place. The garage door has just 
been opened. Phyllis comes to the car, opens the rear door. 
She looks down, almost INTO THE CAMERA. A tight, cool smile 
flashes across her face. Then, very calmly, she puts the 
suitcase and overcoat in back on the seat (out of shot). She 
closes the door again.

B-41 EXT. GARAGE

Dietrichson stands watching Phyllis as she gets into the car 
and drives out to pick him up. She stops beside him and opens 
the right-hand door. Dietrichson climbs in with difficulty. 
She helps him, watching him closely.

		PHYLLIS
	Take it easy, honey. We've got lots 
	of time.

		DIETRICHSON
	Just let me do it my own way. Grab 
	that crutch.

She takes one of the crutches from him.

		DIETRICHSON
	They ought to make these things so 
	they fold up.

For a moment, as he leans his hand on the back of the seat, 
there is danger that he may see Neff. He doesn't. He slides 
awkwardly into the seat and pulls the second crutch in after 
him. He closes the door. The car moves off.

							DISSOLVE TO:

B-42 INT. CAR

Phyllis driving and Dietrichson beside her, face TOWARDS THE 
CAMERA. Dietrichson has a partly smoked cigar between his 
teeth. They are in the middle of a conversation.

		DIETRICHSON
	Aw, stop squawkin' can't you, Phyllis? 
	No man takes his wife along to a 
	class reunion. That's what class 
	reunions are for.

		PHYLLIS
	Mrs. Tucker went along with her 
	husband last year, didn't she.

		DIETRICHSON
	Yeah, and what happened to her? She 
	sat in the hotel lobby for four days 
	straight. Never even saw the guy 
	until we poured him back on the train.

B-43 CLOSEUP ON NEFF'S FACE LOW DOWN IN THE CORNER BEHIND 
DIETRICHSON

His face is partly covered by the edge of a traveling rug 
which he has pulled up over him. He looks up at Dietrichson 
and Phyllis in the front seat.

		PHYLLIS' VOICE
	All right, honey. Just so long as 
	you have a good time.

		DIETRICHSON'S VOICE
	I won't do much dancing, I can tell 
	you that.

B-44 HEADS & SHOULDERS OF DIETRICHSON & PHYLLIS - AS SEEN BY 
NEFF

		PHYLLIS
	Remember what the doctor said. If 
	you get careless you might end up 
	with a shorter leg.

		DIETRICHSON
	So what? I could break the other one 
	and match them up again.

		PHYLLIS
	It makes you feel pretty good to get 
	away from me, doesn't it?

B-45 PHYLLIS & DIETRICHSON - FACING CAMERA

		DIETRICHSON
	It's only for four days. I'll be 
	back Monday at the latest.

		PHYLLIS
	Don't forget we're having the Hobeys 
	for dinner on Monday.

		DIETRICHSON
	The Hobeys? We had them last. They 
	owe us a dinner, don't they?

		PHYLLIS
	Maybe they do but I've already asked 
	them for Monday.

		DIETRICHSON
	Well, I don't want to feed the Hobeys.

B-46 CLOSEUP - PHYLLIS' FACE ONLY

There is a look of tension in her eyes now. She glances around 
quickly. The car has reached the dark street Neff and she 
picked out.

		DIETRICHSON'S VOICE
	And I don't want to eat at their 
	house either. The food you get there, 
	and that rope he hands out for cigars. 
	Call it off, can't you?

Phyllis does not answer. She doesn't even breathe. Her hand 
goes down on the horn button. She honks three times.

		DIETRICHSON'S VOICE
	What are you doing that for? What 
	the --

This is as far as his voice will ever get. It breaks off and 
dies down in a muffled groan. There are struggling noises 
and a dull sound of something breaking. Phyllis drives on 
and never turns her head. She stares straight in front of 
her. Her teeth are clenched.

							DISSOLVE TO:

B-47 PARKING SPACE ADJOINING GLENDALE STATION - NIGHT

The station is visible about sixty yards away. There is no 
parking attendant. Ten or twelve cars are parked diagonally, 
not crowded. The train is not in yet, but there is activity 
around the station. Passengers and their friends, redcaps 
and baggage men, news vendors, etc.

The Dietrichson sedan drives into the shot past CAMERA and 
parks in the foreground at the outer end of the line, several 
spaces from the next car, facing away from the CAMERA. Both 
front doors are open. Phyllis gets out and from the other 
side crutches emerge, and a man (seen entirely from behind, 
and apparently Dietrichson) climbs out awkwardly. While he 
is steadying himself on the ground with the crutches, Phyllis 
has taken out Dietrichson's suitcase and overcoat. She walks 
around the car and rolls up the right front window. She closes 
and locks the car door. She tries the right rear door and 
takes a last look into the dim interior of the car. Then she 
and the man walk slowly away from the car to the end of the 
station platform and along it toward the station building, 
Phyllis walks several steps ahead of the man.

B-48 PHYLLIS & THE MAN - WALKING

CAMERA FOLLOWING THEM, a little to one side, so that Phyllis 
is clearly seen but the man's face is not.

		MAN
		(In a subdued voice)
	You handle the redcap and the 
	conductor.

		PHYLLIS
	Don't worry.

		MAN
	Keep them away from me as much as 
	you can. I don't want to be helped.

		PHYLLIS
	I said don't worry, Walter.

B-49 PHYLLIS & THE MAN, WALKING DOWN PLATFORM, CAMERA NOW 
PRECEDING THEM

Only at this point is it quite clear that THE MAN IS NEFF.

		NEFF
	You start just as soon as the train 
	leaves. At the dairy sign you turn 
	off the highway onto the dirt road. 
	From there it's exactly eight-tenths 
	of a mile to the dump beside the 
	tracks. Remember?

		PHYLLIS
	I remember everything.

		NEFF
	You'll be there a little ahead of 
	the train. No speeding. You don't 
	want any cops stopping you -- with 
	him in the back.

		PHYLLIS
	Walter, we've been through all that 
	so many times.

		NEFF
	When you turn off the highway, cut 
	all your lights. I'm going to be 
	back on the observation platform. 
	I'll drop off as close to the spot 
	as I can. Wait for the train to pass, 
	then blink your lights twice.

Phyllis nods. They go on. Over them is heard the noise of 
the train coming into the station and its lights are seen.

B-50 GLENDALE STATION PLATFORM

The train is just coming to a stop. The passengers move 
forward to the tracks. Phyllis, carrying the suitcase and 
overcoat, and Neff, still a little behind her, come TOWARDS 
THE CAMERA. A redcap sees them and runs up. He takes the 
suitcase out of Phyllis' hand.

		REDCAP
	San Francisco train, lady?

Phyllis takes an envelope containing Dietrichson's ticket 
from the pocket of the overcoat. She reads from the envelope.

		PHYLLIS
	Car nine, section eleven. Just my 
	husband going.

		REDCAP
	Car nine, section eleven. Yessum, 
	this way please.

Phyllis hands the overcoat to the redcap, who leads her and 
Neff towards car number nine. Neff still hangs back and keeps 
his head down, the way a man using crutches might naturally 
do.

B-51 EXT. CAR #9: B-52: B-53

The pullman conductor and porter stand at the steps. The 
conductor is checking the tickets of passengers getting on. 
The redcap leads Phyllis and Neff into the SHOT. The conductor 
and porter see Neff on his crutches and move to help him.

		PHYLLIS
	It's all right, thanks. My husband 
	doesn't like to be helped.

The redcap goes up the steps into the car. Neff laboriously 
swings himself up onto the box and from there up on the steps, 
keeping his head down. Meantime, Phyllis is holding the 
attention of the conductor and porter by showing them the 
ticket.

		CONDUCTOR
	Car nine, section eleven. The 
	gentleman only. Thank you.

Phyllis nods and takes the ticket back. Neff has reached the 
top of the steps. She goes up after him and gives him the 
ticket. They are now close together.

		PHYLLIS
	Goodbye, honey. Take awful good care 
	of yourself with that leg.

		NEFF
	Sure, I will. Just you take it easy 
	going home.

		PHYLLIS
	I'll miss you, honey.

She kisses him. There are shouts of "ALL ABOARD". The redcap 
comes from inside the car.

		REDCAP
	Section eleven, suh.

Phyllis takes a quarter from her bag and gives it to the 
redcap.

		PORTER
		(Shouting)
	All aboard!

Redcap descends. Phyllis kisses Neff again quickly.

		PHYLLIS
	Good luck, honey.

She runs down the steps. The porter picks up the box. He and 
the conductor get on board the train. Phyllis stands there 
waving goodbye as the train starts moving, and the porter 
begins to close the car door. Phyllis turns and walks out of 
the shot in the direction of the parked car.

B-54 INT. PLATFORM CAR NUMBER NINE - MOVING TRAIN - (NIGHT) - 
DIM LIGHT

Neff and the Porter. The conductor is going on into the car. 
Neff is half turned away from the porter.

		NEFF
	Can you make up my berth right away?

		PORTER
	Yes, sir.

		NEFF
	I'm going back to the observation 
	car for a smoke.

		PORTER
	This way, sir. Three cars back.

He holds the vestibule door open. Neff hobbles through.

							DISSOLVE TO:

B-55 INT. PULLMAN CAR - DIM

Most of the berths are made up. As Neff hobbles along, another 
porter and some passengers make way for the crippled man 
solicitously.

							DISSOLVE TO:

B-56 PLATFORM BETWEEN TWO CARS - VERY DIM

The train conductor meets Neff and opens the door for him. 
Neff hobbles on through.

							DISSOLVE TO:

B-57 INT. PARLOR CAR - MOVING TRAIN

Four or five passengers are reading or writing. As Neff comes 
through on his crutches they pull in their feet to make room 
for him. One old lady, seeing that he is headed for the 
observation platform, opens the door for him. He thanks her 
with a nod and hobbles through.

B-58 OBSERVATION PLATFORM

Dark except for a little light coming from inside the parlor 
car. The train is going at about fifteen miles an hour between 
Glendale and Burbank. Neff has come out and hobbled to the 
railing. He stands looking back along the rails. SUDDENLY A 
MAN'S VOICE speaks from behind him.

		MAN'S VOICE
	Can I pull a chair out for you?

Neff looks around. He sees a man sitting in the corner smoking 
a hand-rolled cigarette. He is about fifty-five years old, 
with white hair, and a broad-brimmed Stetson hat. He looks 
like a small town lawyer or maybe a mining man. Neff does 
not like the man's presence there very much. He turns to him 
just enough to answer.

		NEFF
	No thanks, I'd rather stand.

		MAN
	You going far?

		NEFF
	Palo Alto.

		MAN
	My name's Jackson. I'm going all the 
	way to Medford. Medford, Oregon. Had 
	a broken arm myself once.

		NEFF
	Uh-huh.

		JACKSON
	That darn cast sure itches something 
	fierce, don't it? I thought I'd go 
	crazy with mine.

Neff stands silent. His mind is feverishly thinking of how 
to get rid of Jackson.

		JACKSON
	Palo Alto's a nice little town. You 
	a Stanford man?

		NEFF
	Used to be.

He starts patting his pockets as if looking for something.

		JACKSON
	I bet you left something behind. I 
	always do.

		NEFF
	My cigar case. Must have left it in 
	my overcoat back in the section.

Jackson takes out a small bag of tobacco and a packet of 
cigarette papers.

		JACKSON
	Care to roll yourself a cigarette, 
	Mr. --?

		NEFF
	Dietrichson. Thanks. I really prefer 
	cigars.
		(Looking around)
	Maybe the porter --

		JACKSON
	I could get your cigars for you. Be 
	glad to, Mr. Dietrichson.

		NEFF
	That's darn nice of you. It's car 
	nine, section eleven. If you're sure 
	it's not too much trouble.

		JACKSON
	Car nine, section eleven. A pleasure.

He rises and exits into the parlor car. Neff turns slowly 
and watches Jackson go back through the car. Then he moves 
to one side of the platform and looks ahead along the track 
to orientate himself. He gives one last glance back into the 
parlor car to make sure no one is watching him. He slips the 
crutches from under his arms and stands on both feet. He 
drops the crutches off the train onto the tracks, then quickly 
swings his body over the rail.

B-59 EXT. MOVING OBSERVATION CAR - CAMERA FOLLOWING

Neff is hanging onto the railing. He looks down, then lets 
go and drops to the right-of-way. THE CAMERA STOPS. The train 
recedes slowly into the night. Neff has fallen on the tracks. 
He picks himself up, rubs one knee and looks back along the 
line of the tracks and off to one side.

B-60 DARK LANDSCAPE - RAILROAD TRACKS

Close beyond the edge of the right-of-way, the silhouette of 
a dump shows up. Beside it looms the dark bulk of the 
Dietrichson sedan. The headlights blink twice and go out.

B-61 NEFF

He starts running towards the car. He runs a little awkwardly 
because of the improvised cast on his left foot.

B-62 CAR IN THE DARK

The front door opens and Phyllis steps out. She closes the 
door and looks in the direction of the tracks. The uneven 
steps of Neff running towards her are heard. She opens the 
back door of the car and leans in. She pulls the rug off the 
corpse (which is not visible) and stands looking into the 
car, unable to take her eyes off what she sees, while at the 
same time her hands mechanically begin to fold the rug. The 
running steps grow louder and Neff comes into the SHOT 
breathing hard. He reaches her.

		NEFF
	Okay. This has to go fast. Take his 
	hat and pick up the crutches.

Neff points back towards the tracks. He reaches into the car 
and begins to drag out the body by the armpits. Phyllis coolly 
reaches past him and takes the hat off the dead man's head. 
She turns to go.

		NEFF
	Hang on to that rug. I'll need it.

Phyllis moves out of the shot carrying the hat and rug.

B-63 NEFF

He gets a stronger hold on the dead Dietrichson and drags 
him free of the car and towards the tracks. The corpse is 
not seen.

B-64 PHYLLIS

She has reached the point where one of the crutches lies. 
She picks it up and goes for the other crutch a short distance 
away. She carries both crutches, the hat and the rug towards 
Neff.

B-65 NEFF

He has reached the railroad tracks. The corpse is lying beside 
the tracks, face down. Phyllis comes up to Neff. He takes 
the crutches and the hat from her. He throws the crutches 
beside the corpse. He takes the hat from Phyllis and tosses 
it carelessly along the track.

		NEFF
	Let's go. Stay behind me.

He takes the rug from her and they move back towards the 
car, Phyllis first, then Neff walking almost backwards, 
sweeping the ground over which the body was dragged with the 
rug as they go.

B-66 THE CAR

They reach it together.

		NEFF
	Get in. You drive.

She gets in. Neff sweeps the ground after him as he goes 
around the car to get in beside her. He throws the rug into 
the back of the car.

B-67 INT. CAR

Phyllis is behind the wheel. Neff beside her is just closing 
the door. He props his wrapped foot against the dashboard 
and begins to tear off the adhesive tape while at the same 
time Phyllis presses the starter button. The starter grinds, 
but the motor doesn't catch. She tries again. It still doesn't 
catch. Neff looks at her. She tries a third time. The starter 
barely turns over. The battery is very low.

Phyllis leans back. They stare at each other desperately. 
After a moment Neff bends forward slowly and turns the 
ignition key to the OFF position. He holds his left thumb 
poised over the starter button. There is a breathless moment. 
Then he presses the starter button with swift decision. The 
starter grinds with nerve-wracking sluggishness. Neff twists 
the ignition key to ON and instantly pulls the hand-throttle 
wide open. With a last feeble kick of the starter, the motor 
catches and races. He eases the throttle down and slides 
back into his place. They look at each other again. The 
tenseness of the moment still shows in their faces.

		NEFF
	Let's go, baby.

Phyllis releases the hand brake and puts the car in reverse. 
Neff is again busy unwrapping the tape from his leg. The car 
moves.

B-68 DARK LANDSCAPE - WITH DUMP

The car, with the headlights out, backs up, swings around 
and moves off along the dirt road the way it came.

							DISSOLVE TO:

B-69 INT. SEDAN - DRIVING ALONG HIGHWAY IN TRAFFIC

Phyllis and Neff facing towards CAMERA. Neff is bent over, 
peeling the towel and plaster off his foot, which is out of 
shot. Phyllis is calm, almost relaxed. Neff straightens up. 
They are talking to each other. Their lips are seen moving 
but what they say is not heard. They stop talking. Phyllis 
stares straight ahead. Neff is pulling adhesive tape off the 
wrapped towel that was on his foot. He folds the adhesive 
into a tight ball, rolls the towel up, puts both into his 
pockets.

							DISSOLVE TO:

		NEFF'S VOICE
	On the way back we went over once 
	more what she was to do at the 
	inquest, if they had one, and about 
	the insurance, when that came up. I 
	was afraid she might go to pieces a 
	little, now that we had done it, but 
	she was perfect. No nerves. Not a 
	tear, not even a blink of the eyes...

B-70 DARK STREET NEAR NEFF'S APT. HOUSE

The sedan drives into the shot and stops without pulling 
over to the curb.

		NEFF'S VOICE
		(Cont'd)
	She dropped me a block from my 
	apartment house.

The car door opens. Neff starts to get out.

		PHYLLIS
	Walter.

Neff turns back to her.

		PHYLLIS
	What's the matter, Walter. Aren't 
	you going to kiss me?

		NEFF
	Sure, I'm going to kiss you.

Phyllis bends towards him and puts her arms around him.

		PHYLLIS
	It's straight down the line, isn't 
	it?

Phyllis kisses him. In the kiss he is passive.

		PHYLLIS
	I love you, Walter.

		NEFF
	I love you, baby.

							DISSOLVE TO:

B-71 FIRE STAIRS - (NIGHT)

Neff going up.

		NEFF'S VOICE
	It was two minutes past eleven as I 
	went up the fire stairs again. Nobody 
	saw me this time either.

							DISSOLVE TO:

B-72 B-73 INSERTS

Telephone bell box and the door bell. The cards are still in 
position. Neff's hand takes them out.

		NEFF'S VOICE
		(Cont'd)
	In the apartment I checked the bells. 
	The cards hadn't moved. No calls. No 
	visitors.

							DISSOLVE TO:

B-74 LIVING ROOM - NEFF'S APT. NIGHT - ELECTRIC LIGHTS ON

Neff comes from the bedroom, wearing the light grey suit he 
wore before the murder, only with out a tie. He buttons his 
jacket, looks around the room, and opens the corridor door.

		NEFF'S VOICE
	I changed the blue suit. There was 
	one last thing to do. I wanted the 
	garage man to see me again.

							DISSOLVE TO:

B-75 BASEMENT GARAGE - (NIGHT)

Fifteen or twenty cars are parked now. Charlie, the attendant 
has washed Neff's car and is now polishing the glass and 
metal work. Neff comes from the elevator. Charlie sees him. 
He straightens up.

		CHARLIE
	You going to need it after all, Mr. 
	Neff? I'm about through.

		NEFF
	It's okay, Charlie. Just walking 
	down to the drug store for something 
	to eat. Been working upstairs all 
	evening. My stomach's getting sore 
	at me.

He walks up the ramp towards the garage entrance.

B-76 STREET OUTSIDE APT. HOUSE - (NIGHT) - SHOOTING TOWARDS 
GARAGE ENTRANCE

Neff comes out at the top of the ramp and starts to walk 
down the street, not too fast. CAMERA PRECEDES HIM. He walks 
about ten or fifteen yards. At first his steps sound hard 
and distinct on the sidewalk and echo in the deserted street. 
But slowly, as he goes on, they fade into utter silence. He 
walks a few feet without sound, then becomes aware of the 
silence. He stops rigidly and looks back. CAMERA STOPS WITH 
HIM. He stands like that for a moment, then turns toward the 
CAMERA again. There is a look of horror on his face now. He 
walks on, CAMERA AHEAD OF HIM again. Still his steps make no 
sound.

		NEFF'S VOICE
	That was all there was to it. Nothing 
	had slipped, nothing had been 
	overlooked, there was nothing to 
	give us away. And yet, Keyes, as I 
	was walking down the street to the 
	drug store, suddenly it came over me 
	that everything would go wrong. It 
	sounds crazy, Keyes, but it's true, 
	so help me: I couldn't hear my own 
	footsteps. It was the walk of a dead 
	man.

							FADE OUT:

						END OF SEQUENCE "B"

			SEQUENCE "C"

FADE IN:

C-1 NEFF'S OFFICE - NIGHT

Neff sits before the dictaphone. There are four cylinders on 
end on the desk next to him. He gets up from the swivel chair 
with great effort and stands a moment unsteadily. The wound 
in his shoulder is paining him. He is very weak as he slowly 
crosses to the water cooler. He takes the blood stained 
handkerchief from inside his shirt and soaks it with fresh 
water.

The office door opens behind him. He turns, hiding the 
handkerchief behind his back. In the doorway stands the 
colored man who has been cleaning up downstairs. He is 
carrying his big trash box by a rope handle.

		COLORED MAN
	Didn't know anybody was here, Mr. 
	Neff. We ain't cleaned your office 
	yet.

		NEFF
	Let it go tonight. I'm busy.

		COLORED MAN
	Whatever you say, Mr. Neff.

He closes the door slowly, staring at Neff with an uneasy 
expression. Neff puts the soaked handkerchief back on his 
wounded shoulder, then walks heavily over to his swivel chair 
and lowers himself into it. He takes the dictaphone horn and 
speaks into it again.

		NEFF
	That was the longest night I ever 
	lived through, Keyes, and the next 
	day was worse, when the story broke 
	in the papers, and they were talking 
	about it at the office, and the day 
	after that when you started digging 
	into it. I kept my hands in my pockets 
	because I thought they were shaking, 
	and I put on dark glasses so people 
	couldn't see my eyes, and then I 
	took them off again so people wouldn't 
	get to wondering why I wore them. I 
	was trying to hold myself together, 
	but I could feel my nerves pulling 
	me to pieces....

							DISSOLVE TO:

C-2 INSURANCE OFFICE - TWELFTH FLOOR - DAY

Neff comes through the reception room doors with his hat on 
and his briefcase under his arm. He walks towards his office, 
but half way there he runs into Keyes. Keyes is wearing his 
vest and hat, no coat. He is carrying a file of papers and 
smoking a cigar.

		KEYES
	Come on, Walter. The big boss wants 
	to see us.

		NEFF
	Okay.

He turns and walks beside Keyes, CAMERA AHEAD of them

		NEFF
	That Dietrichson case?

		KEYES
	Must be.

		NEFF
	Anything wrong?

		KEYES
	The guy's dead, we had him insured 
	and it's going to cost us money. 
	That's always wrong.

He stops by a majolica jar full of sand and takes a pencil 
from his vest. He stands over the jar extinguishing his cigar 
carefully so as not to damage it.

		NEFF
	What have you got so far?

		KEYES
	Autopsy report. No heart failure, no 
	apoplexy, no predisposing medical 
	cause of any kind. He died of a broken 
	neck.

		NEFF
	When is the inquest?

		KEYES
	They had it this morning. His wife 
	and daughter made the identification. 
	The train people and some passengers 
	told how he went through to the 
	observation car.. It was all over in 
	forty-five minutes. Verdict, 
	accidental death.

Keyes puts the half-smoked cigar into his vest pocket with 
the pencil. They move on.

		NEFF
	What do the police figure?

		KEYES
	That he got tangled up in his crutches 
	and fell off the train. They're 
	satisfied. It's not their dough.

They stop at a door lettered in embossed chromium letters: 
EDWARD S. NORTON, JR. PRESIDENT. Keyes opens the door. They 
go in.

C-3 INT. RECEPTION ROOM - MR. NORTON'S OFFICE

A secretary sitting behind a desk. As Keyes and Neff enter, 
the door to Norton's private office is opened. From inside, 
Mr. Norton is letting out three legal looking gentlemen. 
Norton is about forty-five, very well groomed, rather pompous 
in manner.

		NORTON
		(To the men who are 
		leaving)
	I believe the legal position is now 
	clear, gentlemen. Please stand by. I 
	may need you later.

He sees Keyes and Neff.

		NORTON
	Come in, Mr. Keyes. You too, Mr. 
	Neff.

Neff has put down his hat and briefcase. He and Keyes pass 
the legal looking men and follow Norton into his office.

C-4 INT. NORTON'S OFFICE

Naturally it is the best office in the building; modern but 
not modernistic, spacious, very well furnished; flowers, 
smoking stands, easy chairs, etc. Norton has gone behind his 
desk. Keyes has come in, and Neff after him closes the door 
quietly. Norton looks disapprovingly at Keyes' shirt sleeves.

		NORTON
	You find this an uncomfortably warm 
	day Mr. Keyes?

Keyes takes his hat off but holds it in his hands.

		KEYES
	Sorry, Mr. Norton. I didn't know 
	this was formal.

Norton smiles frostily.

		NORTON
	Sit down, gentlemen.
		(To Keyes)
	Any new developments?

Keyes and Neff sit down, Norton remains standing.

		KEYES
	I just talked to this Jackson long 
	distance. Up in Medford, Oregon.

		NORTON
	Who's Jackson?

		KEYES
	The last guy that saw Dietrichson 
	alive. They were out on the 
	observation platform together talking. 
	Dietrichson wanted a cigar and Jackson 
	went to get Dietrichson's cigar case 
	for him. When he came back to the 
	observation platform, no Dietrichson. 
	Jackson didn't think anything was 
	wrong until a wire caught up with 
	the train at Santa Barbara. They had 
	found Dietrichson's body on the tracks 
	near Burbank.

		NORTON
	Very interesting, about the cigar 
	case.

He walks up and down behind his desk thinking hard.

		NORTON
	Anything else?

		KEYES
	Not much. Dietrichson's secretary 
	says she didn't know anything about 
	the policy. There is a daughter, but 
	all she remembers is Neff talking to 
	her father about accident insurance 
	at their house one night.

		NEFF
	I couldn't sell him at first. Mrs. 
	Dietrichson opposed it. He told me 
	he'd think it over. Later on I went 
	down to the oil fields and closed 
	him. He signed the application and 
	gave me his check.

		NORTON
		(Dripping with sarcasm)
	A fine piece of salesmanship that 
	was, Mr. Neff.

		KEYES
	There's no sense in pushing Neff 
	around. He's got the best sales record 
	in the office. Are your salesmen 
	supposed to know that the customer 
	is going to fall off a train?

		NORTON
	Fall off a train? Are we sure 
	Dietrichson fell off the train?

There is a charged pause.

		KEYES
	I don't get it.

		NORTON
	You don't, Mr. Keyes? Then what do 
	you think of this case? This policy 
	might cost us a great deal of money. 
	As you know, it contains a double 
	indemnity clause. Just what is your 
	opinion?

		KEYES
	No opinion at all.

		NORTON
	Not even a hunch? One of those 
	interesting little hunches of yours?

		KEYES
	Nope. Not even a hunch.

		NORTON
	I'm surprised, Mr. Keyes. I've formed 
	a very definite opinion. I think I 
	know -- in fact I know I know what 
	happened to Dietrichson.

		KEYES
	You know you know what?

		NORTON
	I know it was not an accident.

He looks from Keyes to Neff and back to Keyes.

		NORTON
	What do you say to that?

		KEYES
	Me? You've got the ball. Let's see 
	you run with it.

		NORTON
	There's a widespread feeling that 
	just because a man has a large office --

The dictograph on his desk buzzes. He reaches over and 
depresses a key and puts the earpiece to his ear.

		NORTON
		(Into dictograph)
	Yes?... Have her come in, please.

He replaces the earpiece. He turns back to Keyes and Neff.

		NORTON
	-- that just because a man has a 
	large office he must be an idiot. 
	I'm having a visitor, if you don't 
	mind.

Keyes and Neff start to get up.

		NORTON
	No, no. I want you to stay and watch 
	me handle this.

The secretary has opened the door.

		SECRETARY
	Mrs. Dietrichson.

Neff stands staring at the door. He relaxes with an obvious 
effort of will. Phyllis comes in. She wears a gray tailored 
suit, small black hat with a veil, black gloves, and carries 
a black bag. The secretary closes the door behind her. Mr. 
Norton goes to meet her.

		NORTON
	Thank you very much for coming, Mrs. 
	Dietrichson. I assure you I appreciate 
	it.

He turns a little towards Keyes.

		NORTON
	This is Mr. Keyes.

		KEYES
	How do you do.

		PHYLLIS
	How do you do.

		NORTON
	And Mr. Neff.

		PHYLLIS
	I've met Mr. Neff. How do you do.

Norton has placed a chair. Phyllis sits. Norton goes behind 
his desk.

		NORTON
	Mrs. Dietrichson, I assure you of 
	our sympathy in your bereavement. I 
	hesitated before asking you to come 
	here so soon after your loss.

Phyllis nods silently.

		NORTON
	But now that you're here I hope you 
	won't mind if I plunge straight into 
	business. You know why we asked you 
	to come, don't you?

		PHYLLIS
	No. All I know is that your secretary 
	made it sound very urgent.

Keyes sits quietly in his chair with his legs crossed. He 
has hung his hat on his foot and thrust his thumbs in the 
armholes of his vest. He looks a little bored. Neff, behind 
him, stands leaning against the false mantel, completely 
dead-pan.

		NORTON
	Your husband had an accident policy 
	with this company. Evidently you 
	don't know that, Mrs. Dietrichson.

		PHYLLIS
	No. I remember some talk at the house --

She looks towards Neff.

		PHYLLIS
	-- but he didn't seem to want it.

		NEFF
	He took it out a few days later, 
	Mrs. Dietrichson.

		PHYLLIS
	I see.

		NORTON
	You'll probably find the policy among 
	his personal effects.

		PHYLLIS
	His safe deposit box hasn't been 
	opened yet. It seems a tax examiner 
	has to be present.

		NORTON
	Please, Mrs. Dietrichson, I don't 
	want you to think you are being 
	subjected to any questioning. But 
	there are a few things we should 
	like to know.

		PHYLLIS
	What sort of things?

		NORTON
	We have the report of the coroner's 
	inquest. Accidental death. We are 
	not entirely satisfied. In fact we 
	are not satisfied at all.

Phyllis looks at him coolly.

Keyes looks vaguely interested.

Neff is staring straight at Phyllis.

		NORTON
	Frankly, Mrs. Dietrichson, we suspect 
	suicide.

Phyllis doesn't bat an eyelash.

		NORTON
	I'm sorry. Would you like a glass of 
	water?

		PHYLLIS
	Please.

		NORTON
	Mr. Neff.

He indicates a thermos on a stand near Neff. Neff pours a 
glass of water and carries it over to Phyllis. She has lifted 
her veil a little. She takes the glass from his hand.

		PHYLLIS
	Thank you.

Their eyes meet for a fraction of a second.

		NORTON
	Had your husband been moody or 
	depressed lately, Mrs. Dietrichson? 
	Did he seem to have financial worries, 
	for instance?

		PHYLLIS
	He was perfectly all right and I 
	don't know of any financial worries.

		NORTON
	There must have been something, Mrs. 
	Dietrichson. Let us examine this so-
	called accident. First, your husband 
	takes out this policy in absolute 
	secrecy. Why? Because he doesn't 
	want his family to suspect what he 
	intends to do.

		PHYLLIS
	Do what?

		NORTON
	Commit suicide. Next, he goes on 
	this trip entirely alone. He has to 
	be alone. He hobbles all the way out 
	to the observation platform, very 
	unlikely with his leg in a cast, 
	unless he has a very strong reason. 
	Once there, he finds he is not alone. 
	There is a man there. What was his 
	name, Keyes?

Norton flips his fingers impatiently at Keyes who doesn't 
even bother to look up.

		KEYES
	His name was Jackson. Probably still 
	is.

		NORTON
	Jackson. So your husband gets rid of 
	this Jackson with some flimsy excuse 
	about cigars. And then he is alone. 
	And then he does it. He jumps. 
	Suicide. In which case the company 
	is not liable.
		(Pause)
	You know that, of course. We could 
	go to court --

		PHYLLIS
	I don't know anything. In fact I 
	don't know why I came here.

She makes as if to rise indignantly.

		NORTON
	Just a moment, please. I said we 
	could go to court. I didn't say we 
	want to. Not only is it against our 
	practice, but it would involve a 
	great deal of expense, a lot of 
	lawyers, a lot of time, perhaps years.

Phyllis rises coldly.

		NORTON
	So what I want to suggest is a 
	compromise on both sides. A settlement 
	for a certain sum, a part of the 
	policy value --

		PHYLLIS
	Don't bother, Mr. Norton. When I 
	came in here I had no idea you owed 
	me any money. You told me you did. 
	Then you told me you didn't. Now you 
	tell me you want to pay me a part of 
	it, whatever it is. You want to 
	bargain with me, at a time like this. 
	I don't like your insinuations about 
	my husband, Mr. Norton, and I don't 
	like your methods. In fact I don't 
	like you, Mr. Norton. Goodbye, 
	gentlemen.

She turns and walks out. The door closes after her. There is 
a pregnant pause. Keyes straightens up in his chair.

		KEYES
	Nice going, Mr. Norton. You sure 
	carried that ball.

Norton pours himself a glass of water and stands holding it.

		KEYES
	Only you fumbled on the goal line. 
	Then you heaved an illegal forward 
	pass and got thrown for a forty-yard 
	loss. Now you can't pick yourself up 
	because you haven't got a leg to 
	stand on.

		NORTON
	I haven't eh? Let her claim. Let her 
	sue. We can prove it was suicide.

Keyes stands up.

		KEYES
	Can we? Mr. Norton, the first thing 
	that hit me was that suicide angle. 
	Only I dropped it in the wastepaper 
	basket just three seconds later. You 
	ought to take a look at the statistics 
	on suicide sometime. You might learn 
	a little something about the insurance 
	business.

		NORTON
	I was raised in the insurance 
	business, Mr. Keyes.

		KEYES
	Yeah. In the front office. Come on, 
	you never read an actuarial table in 
	your life. I've got ten volumes on 
	suicide alone. Suicide by race, by 
	color, by occupation, by sex, by 
	seasons of the year, by time of day. 
	Suicide, how committed: by poisons, 
	by fire-arms, by drowning, by leaps. 
	Suicide by poison, subdivided by 
	types of poison, such as corrosive, 
	irritant, systemic, gaseous, narcotic, 
	alkaloid, protein, and so forth. 
	Suicide by leaps, subdivided by leaps 
	from high places, under wheels of 
	trains, under wheels of trucks, under 
	the feet of horses, from steamboats. 
	But Mr. Norton, of all the cases on 
	record there's not one single case 
	of suicide by leap from the rear end 
	of a moving train. And do you know 
	how fast that train was going at the 
	point where the body was found? 
	Fifteen miles an hour. Now how could 
	anybody jump off a slow moving train 
	like that with any kind of expectation 
	that he would kill himself? No soap, 
	Mr. Norton. We're sunk, and we're 
	going to pay through the nose, and 
	you know it. May I have this?

Keyes' throat is dry after the long speech. He grabs the 
glass of water out of Norton's hand and drains it in one big 
gulp.

Norton is watching him almost stupefied. Neff stands with 
the shadow of a smile on his face. Keyes puts the glass down 
noisily on Norton's desk.

		KEYES
	Come on, Walter.

Norton doesn't move or speak. Keyes puts his hat on and 
crosses towards the door, Neff after him. With the doorknob 
in his hand Keyes turns back to Norton with a glance down at 
his own shirt sleeves.

		KEYES
	Next time I'll rent a tuxedo.

They go out.

							DISSOLVE TO:

C-5 NEFF - AT DICTAPHONE - (NIGHT)

There is a tired grin on his face as he talks into the horn.

		NEFF
	I could have hugged you right then 
	and there, Keyes, you and your 
	statistics. You were the only one we 
	were really scared of, and instead 
	you were almost playing on our team...

							DISSOLVE TO:

C-6 NEFF'S APARTMENT - EVENING - ALMOST DARK IN THE ROOM

The corridor door opens letting light in. Neff enters with 
his hat on and his briefcase under his arm. He switches the 
lights on, closes the door, puts the lights on, closes the 
door, puts the key in his pocket. At this moment the telephone 
rings. He picks up the phone.

		NEFF'S VOICE
	That evening when I got home my nerves 
	had eased off. I could feel the ground 
	under my feet again, and it looked 
	like easy going from there on it.

		NEFF
	Hello... Hello, baby.... Sure, 
	everything is fine... You were 
	wonderful in Norton's office.

C-7 INT. TELEPHONE BOOTH IN A DRUG STORE

Phyllis is on the phone. She is not dressed as in Norton's 
office.

		PHYLLIS
	I felt so funny. I wanted to look at 
	you all the time.

C-8 NEFF ON TELEPHONE IN HIS APARTMENT

		NEFF
	How do you think I felt? Where are 
	you, baby?

C-9 PHYLLIS ON PHONE

		PHYLLIS
	At the drug store. Just a block away. 
	Can I come up?

C-10 NEFF'S APARTMENT - (NIGHT) - NEFF ON PHONE

		NEFF
	Okay. But be careful. Don't let 
	anybody see you.

He hangs up, takes off his hat and drops hat and briefcase 
on the davenport. He looks around the room and crosses to 
lower the venetian blinds and draw the curtains. He gathers 
up the morning paper which is lying untidily on the floor 
and puts it in the waste-paper basket.

The door bell rings.

Neff stops in sudden alarm. It can't be Phyllis. The time is 
too short. For a second he stands there motionless, then 
crosses to the door and opens it.

In the open door stands Keyes.

		NEFF
	Hello, Keyes.

Keyes walks past him into the room. His hands are clasped 
behind his back. There is a strange, absent-minded look in 
his eyes. Neff closes the door without taking his eyes off 
Keyes.

		NEFF
	What's on your mind?

Keyes stops in the middle of the room and turns.

		KEYES
	That broken leg. The guy broke his 
	leg.

		NEFF
	What are you talking about?

		KEYES
	Talking about Dietrichson. He had 
	accident insurance, didn't he? Then 
	he broke his leg, didn't he?

		NEFF
	So what?

		KEYES
	And he didn't put in a claim. Why 
	didn't he put in a claim? Why?

		NEFF
	What the dickens are you driving at?

		KEYES
	Walter. There's something wrong. I 
	ate dinner two hours ago. It stuck 
	half way.

He prods his stomach with his thumb.

		KEYES
	The little man is acting up again. 
	Because there's something wrong with 
	that Dietrichson case.

		NEFF
	Because he didn't put in a claim? 
	Maybe he just didn't have time.

		KEYES
	Oh maybe he just didn't know he was 
	insured.

He has stopped in front of Neff. They look at each other for 
a tense moment. Neff hardly breathes.

Keyes shakes his head suddenly.

		KEYES
	No. That couldn't be it. You delivered 
	the policy to him personally, didn't 
	you, Walter? And you got his check.

		NEFF
		(Stiff-lipped, but 
		his voice is as well 
		under control as he 
		can manage)
	Sure, I did.

Keyes prods his stomach again.

		KEYES
	Got any bicarbonate of soda?

		NEFF
	No I haven't.

Keyes resumes his pacing.

		KEYES
	Listen, Walter. I've been living 
	with this little man for twenty-six 
	years. He's never failed me yet. 
	There's got to be something wrong.

		NEFF
	Maybe Norton was right. Maybe it was 
	suicide, Keyes.

		KEYES
	No. Not suicide.
		(Pause)
	But not accident either.

		NEFF
	What else?

There is another longer pause, agonizing for Neff. Finally 
Keyes continues:

		KEYES
	Look. A man takes out an accident 
	policy that is worth a hundred 
	thousand dollars if he is killed on 
	a train. Then, two weeks later, he 
	is killed on a train. And not in a 
	train accident, mind you, but falling 
	off some silly observation car. Do 
	you know what the mathematical 
	probability of that is, Walter? One 
	out of I don't know how many billions. 
	And add to that the broken leg. It 
	just can't be the way it looks, 
	Walter. Something has been worked on 
	us.

		NEFF
	Such as what?

Keyes doesn't answer. He goes on pacing up and down. Finally 
Neff can't stand the silence any longer.

		NEFF
	Murder?

		KEYES
		(Prods stomach again)
	Don't you have any peppermint or 
	anything?

		NEFF
	I'm sorry.
		(Pause)
	Who do you suspect?

		KEYES
	Maybe I like to make things easy for 
	myself. But I always tend to suspect 
	the beneficiary.

		NEFF
	The wife?

		KEYES
	Yeah. That wide-eyed dame that didn't 
	know anything about anything.

		NEFF
	You're crazy, Keyes. She wasn't even 
	on the train.

		KEYES
	I know she wasn't, Walter. I don't 
	claim to know how it was worked, or 
	who worked it, but I know that it 
	was worked.

He crosses to the corridor door.

		KEYES
	I've got to get to a drug store. It 
	feels like a hunk of concrete inside 
	me.

He puts his hand on the knob to open the door.

C-11 CORRIDOR - APARTMENT HOUSE - NIGHT - LIGHTS ON

The hallway is empty except for Phyllis who has been standing 
close to the door of Neff's apartment, listening. The door 
has just started to open. Phyllis moves away quickly and 
flattens herself against the wall behind the opening door. 
Keyes is coming out.

		KEYES
	Good night, Walter.

Neff, behind him, looks anxiously down the hallway for 
Phyllis. Suddenly his eye catches a glimpse of her through 
the crack of the partly opened door. He pushes the door wide 
so as to hide her from Keyes.

		NEFF
	Good night, Keyes.

		KEYES
	See you at the office in the morning.

He has reached the elevator. He pushes the call button and 
turns.

		KEYES
	But I'd like to move in on her right 
	now, tonight, if it wasn't for Norton 
	and his stripe-pants ideas about 
	company policy. I'd have the cops 
	after her so quick her head would 
	spin. They'd put her through the 
	wringer, and, brother, what they 
	would squeeze out.

		NEFF
	Only you haven't got a single thing 
	to go on, Keyes.

The elevator has come up and stopped.

		KEYES
	Not too much. Twenty-six years 
	experience, all the percentage there 
	is, and this lump of concrete in my 
	stomach.

He pulls back the elevator door and turns to Neff with one 
last glance of annoyance.

		KEYES
		(Almost angrily)
	No bicarbonate of soda.

Keyes gets into the elevator. The door closes. The elevator 
goes down.

Neff stands numb, looking at the spot where Keyes was last 
visible. Without moving his eyes he pulls the door around 
towards him with his left hand. Phyllis slowly comes out.

Neff motions quickly to her to go into the apartment. She 
crosses in front of him and enters. He steps in backwards 
after her.

C-12 INT. NEFF'S APARTMENT

Phyllis has come a few steps into the room. Neff, backing in 
after her, closes the door from inside and turns slowly. 
They look at each other for a long moment in complete silence.

		PHYLLIS
	How much does he know?

		NEFF
	It's not what he knows. It's those 
	stinking hunches of his.

		PHYLLIS
	But he can't prove anything, can he?

		NEFF
	Not if we're careful. Not if we don't 
	see each other for a while.

		PHYLLIS
	For how long a while?

She moves toward him but he does not respond.

		NEFF
	Until all this dies down. You don't 
	know Keyes the way I do. Once he 
	gets his teeth into something he 
	won't let go. He'll investigate you. 
	He'll have you shadowed. He'll watch 
	you every minute from now on. Are 
	you afraid, baby?

		PHYLLIS
	Yes, I'm afraid. But not of Keyes. 
	I'm afraid of us. We're not the same 
	any more. We did it so we could be 
	together, but instead of that it's 
	pulling us apart. Isn't it, Walter?

		NEFF
	What are you talking about?

		PHYLLIS
	And you don't really care whether we 
	see each other or not.

		NEFF
	Shut up, baby.

He pulls her close and kisses her.

							FADE OUT:

						END OF SEQUENCE "C"

			SEQUENCE "D"

FADE IN:

D-1 INSURANCE OFFICE - TWELFTH FLOOR - ANTEROOM - (DAY)

Two telephone operators and a receptionist are at work. 
Several visitors are waiting in chairs. Lola Dietrichson is 
one of them. She's wearing a simple black suit and hat, 
indicating mourning. Her fingers nervously pick at a 
handkerchief and her eyes are watching the elevator doors 
anxiously.

(Now and then the telephone operators in the background are 
heard saying, "PACIFIC ALL-RISK. GOOD AFTERNOON.")

The elevator comes up and the doors open. Several people 
come out, among them Neff, carrying his briefcase. Lola sees 
him and stands up, and as he is about to pass through the 
anteroom without recognizing her she stops him.

		LOLA
	Hello, Mr. Neff.

Neff looks at her a little startled.

		NEFF
	Hello.

His voice hangs in the air.

		LOLA
	Lola Dietrichson. Don't you remember 
	me?

		NEFF
		(On his guard)
	Yes. Of course.

		LOLA
	Could I talk to you, just for a few 
	minutes? Somewhere where we can be 
	alone?

		NEFF
	Sure. Come on into my office.

He pushes the swing door open and holds it for her. As she 
passes in front of him his eyes narrow in uneasy speculation.

D-2 TWELFTH FLOOR - BALCONY

Neff comes up level with Lola and leads her towards his 
office, CAMERA WITH THEM.

		NEFF
	Is it something to do with -- what 
	happened?

		LOLA
	Yes, Mr. Neff. It's about my father's 
	death.

		NEFF
	I'm terribly sorry, Miss Dietrichson.

He opens the door of his office and holds it for her. She 
enters.

D-3 INT. NEFF'S OFFICE - (DAY)

Lou Schwartz, one of the other salesmen, is working at his 
desk. Lola enters, Neff after her.

		NEFF
		(To Schwartz)
	Lou, do you mind if I use the office 
	alone for a few minutes?

		SCHWARTZ
	It's all yours, Walter.

He gets up and goes out. Lola has walked over to the window 
and is looking out so Schwartz won't stare at her. Neff places 
a chair beside his desk.

		NEFF
	Won't you sit down?

At the sound of the closing door she turns and speaks with a 
catch in her voice.

		LOLA
	Mr. Neff, I can't help it, but I 
	have such a strange feeling that 
	there is something queer about my 
	father's death.

		NEFF
	Queer? Queer in what way?

		LOLA
	I don't know why I should be bothering 
	you with my troubles, except that 
	you knew my father and knew about 
	the insurance he took out. And you 
	were so nice to me that evening in 
	your car.

		NEFF
	Sure. We got along fine, didn't we.

He sits down. His face is grim and watchful.

		LOLA
	Look at me, Mr. Neff. I'm not crazy. 
	I'm not hysterical. I'm not even 
	crying. But I have the awful feeling 
	that something is wrong, and I had 
	the same feeling once before -- when 
	my mother died.

		NEFF
	When your mother died?

		LOLA
	We were up at Lake Arrowhead. That 
	was six years ago. We had a cabin 
	there. It was winter and very cold 
	and my mother was very sick with 
	pneumonia. She had a nurse with her. 
	There were just the three of us in 
	the cabin. One night I got up and 
	went into my mother's room. She was 
	delirious with fever. All the bed 
	covers were on the floor and the 
	windows were wide open. The nurse 
	wasn't in the room. I ran and covered 
	my mother up as quickly as I could. 
	Just then I heard a door open behind 
	me. The nurse stood there. She didn't 
	say a word, but there was a look in 
	her eyes I'll never forget. Two days 
	later my mother was dead.
		(Pause)
	Do you know who that nurse was?

Neff stares at her tensely. He knows only too well who the 
nurse was.

		NEFF
	No. Who?

		LOLA
	Phyllis. I tried to tell my father, 
	but I was just a kid then and he 
	wouldn't listen to me. Six months 
	later she married him and I kind of 
	talked myself out of the idea that 
	she could have done anything like 
	that. But now it's all back again, 
	now that something has happened to 
	my father, too.

		NEFF
	You're not making sense, Miss 
	Dietrichson. Your father fell off a 
	train.

		LOLA
	Yes, and two days before he fell off 
	that train what was Phyllis doing? 
	She was in her room in front of a 
	mirror, with a black hat on, and she 
	was pinning a black veil to it, as 
	if she couldn't wait to see how she 
	would look in mourning.

		NEFF
	Look. You've had a pretty bad shock. 
	Aren't you just imagining all this?

		LOLA
	I caught her eyes in the mirror, and 
	they had that look in them they had 
	before my mother died. That same 
	look.

		NEFF
	You don't like your step-mother, do 
	you? Isn't it just because she is 
	your step-mother?

		LOLA
	I loathe her. Because she did it. 
	She did it for the money. Only you're 
	not going to pay her, are you, Mr. 
	Neff? She's not going to get away 
	with it this time. I'm going to speak 
	up. I'm going to tell everything I 
	know.

		NEFF
	You'd better be careful, saying things 
	like that.

		LOLA
	I'm not afraid. You'll see.

She turns again to the window so he won't see that she is 
crying. Neff gets up and goes to her.

		LOLA
	I'm sorry. I didn't mean to act like 
	this.

		NEFF
	All this that you've been telling me -- 
	who else have you told?

		LOLA
	No one.

		NEFF
	How about your step-mother?

		LOLA
	Of course not. I'm not living in the 
	house any more. I moved out.

		NEFF
	And you didn't tell that boy-friend 
	of yours? Zachetti.

		LOLA
	I'm not seeing him any more. We had 
	a fight.

		NEFF
	Where are you living then?

		LOLA
	I got myself a little apartment in 
	Hollywood.

		NEFF
	Four walls, and you just sit and 
	look at them, huh?

She turns from the window with a pathetic little nod.

		LOLA
		(Through her tears)
	Yes, Mr. Neff.

							DISSOLVE TO:

D-4 LA GOLONDRINA (NIGHT)

In the foreground, Neff and Lola are having dinner. In the 
background the usual activity of Olvera Street -- sidewalk 
peddlers, guitar players, etc.

		NEFF'S VOICE
	So I took her to dinner that evening 
	at a Mexican joint down on Olvera 
	Street where nobody would see us. I 
	wanted to cheer her up..

							DISSOLVE TO:

D-5 INT. NEFF'S COUPE (DAY)

Neff and Lola driving along the beach near Santa Monica. 
Neff is wearing a light summer suit, very much in contrast 
to Lola's mourning. Apparently she is telling him a story 
and now and then she laughs, but there is no sound.

CAMERA MOVES PAST HER TO A: CLOSE SHOT OF NEFF behind the 
steering wheel. He is only half listening to Lola. His mind 
is full of other thoughts.

		NEFF'S VOICE
	Next day was Sunday and we went for 
	a ride down to the beach. She had 
	loosened up a bit and she was even 
	laughing... I had to make sure she 
	wouldn't tell that stuff about Phyllis 
	to anybody else. It was dynamite, 
	whether it was true or not. And I 
	had no chance to talk to Phyllis. 
	You were watching her like a hawk, 
	Keyes. I couldn't even phone her for 
	fear you had the wires tapped.

D-6 INSURANCE OFFICE - 12TH FLOOR - DAY

Neff, with his hat on and no briefcase, is walking toward 
Keyes' office. As he comes up close to the door, he stops 
with a startled expression on his face. On a chair beside 
the door sits a familiar figure. He is Jackson, the man from 
the observation platform of the train. He is wearing his 
Stetson hat and smoking a cigar. He is studying something in 
the file folder. Neff recognizes him immediately but Jackson 
does not look up. Neff controls his expression and goes on 
to open the door to Keyes' office.

		NEFF'S VOICE
	Monday morning there was a note on 
	my desk that you wanted to see me, 
	Keyes. For a minute I wondered if it 
	could be about Lola. It was worse. 
	Outside your door was the last guy 
	in the world I wanted to see.

D-7 INT. KEYES' OFFICE

Neff is just closing the door from the inside. Keyes, his 
coat off, is lying on his office couch, chewing on a cigar, 
as usual.

		KEYES
	Come in. Come in, Walter. I want to 
	ask you something. After all the 
	years we've known each other, do you 
	mind if I make a rather blunt 
	statement?

		NEFF
	About what?

		KEYES
	About me. Walter, I'm a very great 
	man. This Dietrichson business. It's 
	murder, and murders don't come any 
	neater. As fancy a piece of homicide 
	as anybody ever ran into. Smart and 
	tricky and almost perfect, but --

Keyes bounces off the couch like a rubber ball.

		KEYES
	but, I think Papa has it all figured 
	out, figured out and wrapped up in 
	tissue paper with pink ribbons on 
	it.

		NEFF
	I'm listening.

Keyes levels a finger at him.

		KEYES
	You know what? That guy Dietrichson 
	was never on the train.

		NEFF
	He wasn't?

		KEYES
	No, he wasn't, Walter. Look, you 
	can't be sure of killing a man by 
	throwing him off a train that's going 
	fifteen miles an hour. The only way 
	you can be sure is to kill him first 
	and then throw his body on the tracks. 
	That would mean either killing him 
	on the train, or -- and this is where 
	it really gets fancy -- you kill him 
	somewhere else and put him on the 
	tracks. Two possibilities, and I 
	personally buy the second.

		NEFF
	You're way ahead of me, Keyes.

		KEYES
	Look, it was like this. They killed 
	the guy -- the wife and somebody 
	else -- and then the somebody else 
	took the crutches and went on the 
	train as Dietrichson, and then the 
	somebody else jumped off, and then 
	they put the body on the tracks where 
	the train had passed. An 
	impersonation, see. And a cinch to 
	work. Because it was night, very few 
	people were about, they had the 
	crutches to stare at, and they never 
	really looked at the man at all.

		NEFF
	It's fancy all right, Keyes. Maybe 
	it's a little too fancy.

		KEYES
	Is it? I tell you it fits together 
	like a watch. And now let's see what 
	we have in the way of proof. The 
	only guy that really got a good look 
	at this supposed Dietrichson is 
	sitting right outside my office. I 
	took the trouble to bring him down 
	here from Oregon. Let's see what he 
	has to say.

Keyes goes to the door and opens it.

		KEYES
	Come in, Mr. Jackson.

Jackson enters with the file folder.

		JACKSON
	Yes sir, Mr. Keyes. These are fine 
	cigars you smoke.

He indicates the cigar he himself is smoking.

		KEYES
	Two for a quarter.

		JACKSON
	That's what I said.

		KEYES
	Never mind the cigar, Jackson. Did 
	you study those photographs? What do 
	you say?

		JACKSON
	Yes, indeed, I studied them 
	thoroughly. Very thoroughly

		KEYES
	Well? Did you make up your mind?

		JACKSON
	Mr. Keyes, I'm a Medford man. Medford, 
	Oregon. Up in Medford we take our 
	time making up our minds --

		KEYES
	Well you're not in Medford now. I'm 
	in a hurry. Let's have it.

Jackson indicates the file folder he is holding.

		JACKSON
	Are these photographs of the late 
	Mr. Dietrichson?

		KEYES
	Yes.

		JACKSON
	Then my answer is no.

		KEYES
	What do you mean no?

		JACKSON
	I mean this is not the man that was 
	on the train.

		KEYES
	Will you swear to that?

		JACKSON
	I'm a Medford man. Medford, Oregon. 
	And if I say it, I mean it, and if I 
	mean it, of course I'll swear it.

		KEYES
	Thank you.

Keyes turns to Neff.

		KEYES
	There you are, Walter. There's your 
	proof.

Keyes remembers he forgot to introduce Jackson.

		KEYES
	Oh, Mr. Jackson, this is Mr. Neff, 
	one of our salesmen.

		JACKSON
	Please to meet you, Mr. Neff. Pleased 
	indeed.

		NEFF
	How do you do.

		JACKSON
	Very fine, thank you. Never was 
	better.

		KEYES
	Mr. Jackson, how would you describe 
	the man you saw on that observation 
	platform?

		JACKSON
	Well, I'm pretty sure he was a younger 
	man, about ten or fifteen years 
	younger than the man in these 
	photographs.

		KEYES
	Dietrichson was about fifty, wasn't 
	he, Walter?

		NEFF
	Fifty-one, according to the policy.

		JACKSON
	The man I saw was nothing like fifty-
	one years old. Of course, it was 
	pretty dark on that platform and, 
	come to think of it, he tried to 
	keep his back towards me. But I'm 
	positive just the same.

		KEYES
	That's fine, Jackson. Now you 
	understand this matter is strictly 
	confidential. We may need you again 
	down here in Los Angeles, if the 
	case comes to court.

		JACKSON
	Any time you need me, I'm at your 
	entire disposal, gentlemen. Expenses 
	paid, of course.

Keyes picks up the telephone on his desk and speaks into it.

		KEYES
	Get me Lubin, in the cashier's office.

Meanwhile, Jackson crosses over to Neff and, during the 
ensuing dialogue between him and Neff, we hear Keyes' low 
voice on the phone in background. We do not hear what he 
says.

		JACKSON
		(To Neff)
	Ever been in Medford, Mr. Neff?

		NEFF
	Never.

		JACKSON
	Wait a minute. Do you go trout 
	fishing? Maybe I saw you up Klamath 
	Falls way.

		NEFF
	Nope. Never fish.

		JACKSON
	Neff. Neff. I've got it! It's the 
	name. There's a family of Neffs in 
	Corvallis.

		NEFF
	No relation.

		JACKSON
	Let me see. This man's an automobile 
	dealer in Corvallis. Very reputable 
	man, too, I'm told.

Keyes rejoins them at this point.

		KEYES
	All right, Mr. Jackson. Suppose you 
	go down to the cashier's office -- 
	room twenty-seven on the eleventh 
	floor. They'll take care of your 
	expense account and your ticket for 
	the train tonight.

		JACKSON
	Tonight? Tomorrow morning would suit 
	me better. There's a very good 
	osteopath down here I want to see 
	before I leave.

Keyes has opened the door for Jackson.

		KEYES
	Okay, Mr. Jackson. Just don't put 
	her on the expense account.

Jackson doesn't get it.

		JACKSON
	Goodbye, gentlemen. A pleasure.

He goes out.

		KEYES
	There it is, Walter. It's beginning 
	to come apart at the seams already. 
	A murder's never perfect. It always 
	comes apart sooner or later. And 
	when two people are involved it's 
	usually sooner. We know the 
	Dietrichson dame is in it, and 
	somebody else. Pretty soon we're 
	going to know who that somebody else 
	is. He'll show. He's got to show. 
	Sometime, somewhere, they've got to 
	meet. Their emotions are all kicked 
	up. Whether it's love or hate doesn't 
	matter. They can't keep away from 
	each other. They think it's twice as 
	safe because there are two of them. 
	But it's not twice as safe. It's ten 
	times twice as dangerous. They've 
	committed a murder and that's not 
	like taking a trolley ride together 
	where each one can get off at a 
	different stop. They're stuck with 
	each other. They've got to ride all 
	the way to the end of the line. And 
	it's a one-way trip, and the last 
	stop is the cemetery.

He puts a cigar in his mouth and starts tapping his pockets 
for matches.

		KEYES
		(Continued)
	She put in her claim and I'm going 
	to throw it right back at her.
		(Pats his pockets 
		again)
	Have you got one of those?

Neff strikes a match for him. Keyes takes the match out of 
his hand and lights his cigar.

		KEYES
	Let her sue us if she dares. I'll be 
	ready for her -- and that somebody 
	else. They'll be digging their own 
	graves.

							DISSOLVE TO:

D-8 TELEPHONE BOOTH IN JERRY'S MARKET - DAY

Neff is in the booth dialing a number, and as she waits he 
looks around to make sure he is not watched.

		NEFF
		(Into phone)
	Mrs. Dietrichson?... This is Jerry's 
	market. We just got in a shipment of 
	that English soap you were asking 
	about. Will you be coming by this 
	morning?... Thank you, Mrs. 
	Dietrichson.

Neff hangs up.

							DISSOLVE TO:

D-9 EXT. JERRY'S MARKET - DAY

The LaSalle stops in front of the market. Phyllis steps out 
and goes into the market, looking around.

D-10 SHELVES IN THE REAR OF MARKET

Neff is moving slowly along the shelves, outwardly calm but 
with his nerves on edge. From beyond him Phyllis approaches. 
She stops beside him, facing the same way, with a couple of 
feet separating them.

		PHYLLIS
	Hello, Walter.

		NEFF
		(In a harsh whisper)
	Come closer.

Phyllis moves close to him.

		PHYLLIS
	What's the matter?

		NEFF
	Everything's the matter. Keyes is 
	rejecting your claim. He's sitting 
	back with his mouth watering, waiting 
	for you to sue. He wants you to sue. 
	But you're not going to.

		PHYLLIS
	What's he got to stop me?

		NEFF
	He's got the goods. He's figured out 
	how it was worked. He knows it was 
	somebody else on the train. He's dug 
	up a witness he thinks will prove 
	it.

		PHYLLIS
	Prove it how? Listen, if he rejects 
	that claim, I have to sue.

		NEFF
	Yeah? And then you're in court and a 
	lot of other things are going to 
	come up. Like, for instance, about 
	you and the first Mrs. Dietrichson.

Phyllis looks at him sharply, sideways.

		PHYLLIS
	What about me and the first Mrs. 
	Dietrichson?

		NEFF
	The way she died. And about that 
	black hat you were trying on -- before 
	you needed a black hat.

A customer comes along the aisle toward them. They move apart. 
The customer passes. Phyllis draws close again.

		PHYLLIS
	Walter, Lola's been telling you some 
	of her cockeyed stories. She's been 
	seeing you.

		NEFF
	I've been seeing her, if you want to 
	know. So she won't yell her head off 
	about what she knows.

		PHYLLIS
	Yes, she's been putting on an act 
	for you, crying all over your 
	shoulder, that lying little --

		NEFF
	Keep her out of it. All I'm telling 
	you is we're not going to sue.

		PHYLLIS
	Because you don't want the money any 
	more, even if you could get it? 
	Because she's made you feel like a 
	heel all of sudden.

		NEFF
	It isn't the money any more. It's 
	our necks now. We're pulling out, 
	understand.

		PHYLLIS
	Because of what Keyes can do? You're 
	not fooling me, Walter. It's because 
	of Lola. What you did to her father. 
	You can't take it that she might 
	find out some day.

		NEFF
	I said, leave her out of it.

		PHYLLIS
	Walter, it's me I'm talking about. I 
	don't want to be left out of it.

		NEFF
	Stop saying that. It's just that it 
	hasn't worked out the way we wanted. 
	We can't have the money. We can't go 
	through with it, that's all.

		PHYLLIS
	We have gone through with it, Walter. 
	The tough part is all behind us. We 
	just have to hold on now and not go 
	soft inside, and stick together, 
	close, the way we started out.

Phyllis takes his arm, forgetting where she is. He pulls 
away.

		NEFF
	Watch it, will you. Someone's coming.

One of the market help, pushing a small hand-truck loaded 
with packaged goods, comes along the aisle. He stops and 
begins to restock a shelf very close to Neff and Phyllis. 
They go off slowly in opposite directions. CAMERA PANS with 
Neff as he walks toward another shelf, one that stands away 
from the wall. Phyllis appears on the opposite side of the 
shelf and stops, facing toward him. They now continue their 
low-voiced dialogue through the piled-up merchandise.

		PHYLLIS
	I loved you, Walter. And I hated 
	him. But I wasn't going to do anything 
	about it, not until I met you. It 
	was you had the plan. I only wanted 
	him dead.

		NEFF
	Yeah, and I was the one that fixed 
	him so he was dead. Is that what 
	you're telling me?

Phyllis takes off her dark glasses for the first time and 
looks at him with cold, hard eyes.

		PHYLLIS
	Yes. And nobody's pulling out. We 
	went into it together, and we're 
	coming out at the end together. It's 
	straight down the line for both of 
	us, remember.

Phyllis puts the glasses on again and goes.

Over Neff's face, as he looks after her, comes the COMMENTARY.

		NEFF'S VOICE
	Yeah. I remembered all right. Just 
	as I remembered what you had told 
	me, Keyes, about that trolley car 
	ride and how there was no way to get 
	off -- until the end of the line.

							DISSOLVE TO:

D-11 INT. NEFF'S OFFICE - (NIGHT)

Neff is dictating into the dictaphone.

		NEFF
	Yeah, I remembered it all right. 
	Just as I remembered what you had 
	told me, Keyes, about that trolley 
	car ride, and how there was no way 
	to get off until the end of the line, 
	where the cemetery was. And I got to 
	thinking what cemeteries are for. 
	They're to put dead people in, I 
	guess that was the first time I ever 
	thought about Phyllis that way. Dead, 
	I mean, and how things would be if 
	she was dead. Because the way it was 
	now she had me by the throat. She 
	could hang me higher than a kite any 
	day she felt like it. And there was 
	nothing I could do, except hold my 
	breath and watch that day come closer 
	and closer, and maybe pray a little, 
	if I still knew how to pray... I saw 
	Lola three or four times that week. 
	I guess it sounds crazy, Keyes, after 
	what I had done, but it was only 
	with her that I could relax and let 
	go a little. Then one night we drove 
	up into the hills above Hollywood 
	Bowl...

							DISSOLVE TO:

D-12 HOLLYWOOD HILLS (NIGHT) (TRANSPARENCY)

Neff and Lola are climbing over a low hill in the foreground. 
The sky is starlit and music from the Bowl comes over the 
scene from below (Cesar Franck D Minor Symphony). As he helps 
her climb up, CAMERA PANS with them and shows the expanse of 
the Bowl below, a packed audience, and the orchestra on the 
lighted shell.

They sit down on the grass. Neff sits near her, not too close. 
It is very dark and they are silhouetted against the shell 
lights. Neff puts a cigarette in his mouth and strikes a 
match. The flame lights up Lola's face. Neff glances at her. 
She is crying. He lights his cigarette and blows out the 
match. A pause follows.

		NEFF
	Why are you crying?

Lola doesn't answer.

		NEFF
	You won't tell me?

		LOLA
		(In a choked voice)
	Of course I will, Walter. I wouldn't 
	tell anybody else but you. It's about 
	Nino.

		NEFF
	Zachetti? What about him?

		LOLA
	They killed my father together. He 
	and Phyllis. He helped her do it. I 
	know he did.

		NEFF
	What makes you say that?

		LOLA
	I've been following him. He's at her 
	house, night after night. It was 
	Phyllis and him all the time. Maybe 
	he was going with me just for a blind. 
	And the night of the murder --

		NEFF
	You promised not to talk that way 
	any more.

		LOLA
	-- he was supposed to pick me up 
	after a lecture at U.C.L.A. -- but 
	he never showed up. He said he was 
	sick. Sick! He couldn't show up, 
	because the train was leaving with 
	my father on it.

She begins to cry again.

		LOLA
	Maybe I'm just crazy. Maybe it's all 
	just in my mind.

		NEFF
	Sure, it's all in your mind.

		LOLA
	I only wish it was, Walter, because 
	I still love him.

Over Neff's face, as he listens to the music, comes the 
commentary.

							DISSOLVE TO:

D-13 LOBBY OF PACIFIC BLDG. (DAY)

		NEFF'S VOICE
	Zachetti. That's funny. Phyllis and 
	Zachetti. What was he doing up at 
	her house? I couldn't figure that 
	one out I tried to make sense out of 
	it and got nowhere. But the real 
	brain-twister came the next day. You 
	sprang it on me, Keyes, after office 
	hours, when you caught me down in 
	the lobby of the building.

About 5:00 P.M. or a little later. A stream of office 
employees is coming out of an elevator; a second elevator 
reaches the lobby and some more office employees come out, 
among them Neff, wearing his hat and carrying his briefcase.

CAMERA PRECEDES HIM as he walks toward the entrance doors. 
He is stopped by Keyes' voice, off to one side.

		KEYES' VOICE
	Oh, Walter, just a minute.

Neff stops and looks towards the cigar counter, as he moves 
towards him. Keyes is standing there buying cigars. He is 
stuffing them into his pockets.

		NEFF
	Hello, Keyes.

		KEYES
	Hang onto your hat, Walter.

		NEFF
	What for?

		KEYES
	Nothing much. The Dietrichson case 
	just busted wide open.

		NEFF
	How do you mean?

		KEYES
	The guy showed. That's how.

		NEFF
	The somebody else?

		KEYES
	Yeah. The guy that did it with her.

		NEFF
	No kidding?

		KEYES
	She's filed suit against us, and 
	it's okay by me. When we get into 
	that courtroom I'll tear them apart, 
	both of them. Come on -- I'll buy 
	you a martini.

		NEFF
	No thanks, Keyes.

		KEYES
	With two olives.

		NEFF
	I've got to get a shave and a 
	shoeshine. I've got a date.

		KEYES
	Margie. I still bet she drinks from 
	the bottle.

He bites off the end of the cigar and puts the cigar into 
his mouth. He starts tapping his pockets for a match, as 
usual. Neff strikes a match for him.

		NEFF
	They give you matches when they sell 
	you cigars, Keyes. All you have to 
	do is ask for them.

		KEYES
	I don't like them. They always explode 
	in my pockets. So long, Walter.

Keyes goes toward the street and OUT OF SCENE. Neff moves 
back into the lobby, CAMERA FOLLOWING HIM. As he reaches the 
elevator, he looks back over his shoulder, to make sure Keyes 
is gone, then steps into the empty elevator.

		NEFF'S VOICE
	You sure had me worried, Keyes. I 
	didn't know if you were playing cat-
	and-mouse with me, whether you knew 
	all along I was the somebody else. 
	That's what I had to find out, and I 
	thought I knew where to look...

		NEFF
		(To elevator operator)
	Twelve.

							DISSOLVE TO:

D-14 ENTRANCE - OFFICE. 12TH FLOOR RECEPTION ROOM (DAY)

Neff comes out of the elevator. The receptionist is just 
tidying up her desk. She has her hat on and is preparing to 
leave. Neff passes on through the swinging doors to the 
twelfth floor balcony.

		NEFF'S VOICE
	Upstairs, the last of the people 
	were just leaving.

D-15 12TH FLOOR BALCONY

Neff enters from the reception room. A couple of belated 
employees are leaving for the day. Neff goes toward Keyes' 
office, looks around to make sure he is unobserved, enters.

		NEFF'S VOICE
	I made sure nobody saw me go into 
	your office.

D-16 KEYES' OFFICE (DAY)

Neff has just come in. He goes over to Keyes' desk and 
searches the papers on it. He tries the desk drawers and 
finds them locked. His eye falls on the dictaphone on the 
stand beside the desk. A record is on it, the needle is about 
two-thirds of the way towards the end. He lifts the needle 
and sets it back to the beginning of the record, sets the 
switch to playback position. He lifts the arm off the bracket 
and starts the machine. Keyes' voice is heard coming from 
the horn:

		KEYES' VOICE
		(From Dictaphone)
	Memo to Mr. Norton. Confidential. 
	Dietrichson File. With regard to 
	your proposal to put Walter Neff 
	under surveillance, I disagree 
	absolutely. I have investigated his 
	movements on the night of the crime, 
	and he is definitely placed in his 
	apartment from 7:15 P.M. on. In 
	addition to this, I have known Neff 
	intimately for eleven years, and I 
	personally vouch for him, without 
	reservation...

Neff stops the machine. He sits down slowly, still holding 
the horn. He is deeply moved. After a moment, he presses the 
switch again.

		KEYES' VOICE
		(From Dictaphone)
	...Furthermore, no connection 
	whatsoever has been established 
	between Walter Neff and Mrs. Phyllis 
	Dietrichson, whereas I am now able 
	to report that such a connection has 
	been established between her and 
	another man. This man has been 
	observed to visit the Dietrichson 
	home on the night of July 9th, 10th, 
	11th, 12th and 13th. We have succeeded 
	in identifying him as one Nino 
	Zachetti, former medical student, 
	aged twenty-eight, residing at Lilac 
	Court Apartments 1228 N. La Brea 
	Avenue. We have checked Zachetti's 
	movements on the night of the crime 
	and have found that they cannot be 
	accounted for. I am preparing a more 
	detailed report for your consideration 
	and it is my belief that we already 
	have sufficient evidence against 
	Zachetti and Mrs. Dietrichson to 
	justify police action. I strongly 
	urge that this whole matter be turned 
	over to the office of the District 
	Attorney. Respectfully, Barton Keyes.

Neff sits, staring blankly at the wall. The cylinder goes on 
revolving, but no more voice comes -- only the whir of the 
needle on the empty record. At last he remembers to replace 
the horn. He hangs it back on its hook. The machine stops. 
Neff gets up from the chair, walks slowly to the door and 
goes out.

D-17 12TH FLOOR, BALCONY

Neff has just come out of Keyes' office. He walks slowly 
back towards the reception room entrance, then stands there 
looking out through the glass doors. All the employees have 
now left. Neff is entirely alone. He moves as if to go out, 
then stops rigidly as his face lights up with excitement of 
a sudden idea. He turns quickly and walks on to his own office 
and enters.

D-18 NEFF'S OFFICE (DAY)

Neff walks across to his desk, lifts the telephone and dials 
a number. (During the ensuing telephone conversation, only 
what he says is heard. The pauses indicate speeches at the 
other end of the line).

		NEFF
	Phyllis? Walter. I've got to see 
	you... Tonight... Yes, it has to be 
	tonight... How's eleven o'clock? 
	Don't worry about Keyes. He's 
	satisfied... Leave the door on the 
	latch and put the lights out. No, 
	nobody's watching the house... I 
	told you Keyes is satisfied. It's 
	just for the neighbors... That's 
	what I said. Yeah. Eleven o'clock. 
	Goodbye, baby.

Neff hangs up and stands beside the desk with a grim 
expression on his face, takes a handkerchief out and wipes 
perspiration from his forehead and the palms of his hands. 
The gesture has a symbolic quality, as if he were trying to 
wipe away the murder. Over his face comes the commentary.

							DISSOLVE TO:

		NEFF'S VOICE
	I guess I don't have to tell you 
	what I was going to do at eleven 
	o'clock, Keyes. For the first time I 
	saw a way to get clear of the whole 
	mess I was in, and of Phyllis, too, 
	all at the same time. Yeah, that's 
	what I thought. But what I didn't 
	know was that she was all set for 
	me. That she had outsmarted me again, 
	just like she always had...

D-19 HALL STAIRWAY OF DIETRICHSON HOME (NIGHT)

The lights are turned on. Phyllis is coming down the stairs. 
She wears white lounging pajamas, and she is carrying 
something small and heavy concealed in a scarf in her right 
hand. She reaches the front door, opens it slightly, fixes 
the catch so that the door can be opened from outside. She 
switches off the porch light and the hall light. She moves 
towards the living room, where there is still light on.

		NEFF'S VOICE
	She was all set and waiting for me. 
	It could have been something in my 
	voice when I called her up that tipped 
	her off. And it could have been that 
	she had the idea already. And an 
	idea wasn't the only thing she had 
	waiting for me.

D-20 LIVING ROOM

On the long table behind the davenport, one of the lamps is 
lit. The only other light in the room is a standing lamp 
beside the desk. A window toward the back is open, and through 
it comes the SOUNDS OF MUSIC, probably a neighboring radio.

Phyllis enters and crosses to the table. She puts out the 
lamp, then moves over to the desk and puts out the lamp there. 
The room is filled with bright moonlight coming in at the 
windows.

Phyllis crosses to the chair by the fireplace (the one she 
sat in the first time Neff came to the house). She lifts the 
loose cushion and puts what was in the scarf behind it. As 
she withdraws the scarf, there is a brief glint of something 
metallic before she covers the hidden object with the cushion 
again.

She turns to the low table in front of the davenport and 
takes a cigarette from the box. She takes a match and is 
about to strike it when, just then, she hears a car coming 
up the hill. She listens, motionless. The car stops. A car 
door is slammed.

Calmly, Phyllis strikes the match and lights her cigarette. 
She drops the match casually into a tray, goes back to the 
chair, sits down and waits, quietly smoking. There are 
footsteps outside the house.

Over the chair in which Phyllis is sitting, the hallway is 
visible through the arch. The front door opens. Neff comes 
in, he is silhouetted against the moonlight as he stands 
there. He closes the door again.

		PHYLLIS
		(In foreground)
	In here, Walter.

Neff comes through the arch and walks slowly towards her.

		NEFF
	Hello, baby. Anybody else in the 
	house?

		PHYLLIS
	Nobody. Why?

		NEFF
	What's that music?

		PHYLLIS
	A radio up the street.

Neff sits down on the arm of the davenport, close to her.

		NEFF
	Just like the first time I was here. 
	We were talking about automobile 
	insurance. Only you were thinking 
	about murder. And I was thinking 
	about that anklet.

		PHYLLIS
	And what are you thinking about now?

		NEFF
	I'm all through thinking. This is 
	goodbye.

		PHYLLIS
	Goodbye? Where are you going?

		NEFF
	It's you that's going, baby. Not me. 
	I'm getting off the trolley car right 
	at this corner.

		PHYLLIS
	Suppose you stop being fancy. Let's 
	have it, whatever it is.

		NEFF
	I have a friend who's got a funny 
	theory. He says when two people commit 
	a murder they're kind of on a trolley 
	car, and one can't get off without 
	the other. They're stuck with each 
	other. They have to go on riding 
	clear to the end of the line. And 
	the last stop is the cemetery.

		PHYLLIS
	Maybe he's got something there.

		NEFF
	You bet he has, Two people are going 
	to ride to the end of the line, all 
	right. Only I'm not going to be one 
	of them. I've got another guy to 
	finish my ride for me.

		PHYLLIS
	So you've got it all arranged, Walter.

		NEFF
	You arranged it for me. I didn't 
	have to do a thing.

		PHYLLIS
	Just who are you talking about?

		NEFF
	An acquaintance of yours. A Mr. 
	Zachetti. Come on, baby, I just got 
	into this because I knew a little 
	something about insurance, didn't I? 
	I was just a sucker. I'd have been 
	brushed-off as soon as you got your 
	hands on the money.

		PHYLLIS
	What are you talking about?

		NEFF
	Save it. I'm telling this. It's been 
	you and that Zachetti guy all along, 
	hasn't it?

		PHYLLIS
	That's not true.

		NEFF
	It doesn't make any difference whether 
	it's true or not. The point is Keyes 
	believes Zachetti is the guy he's 
	been looking for. He'll have him in 
	that gas chamber before he knows 
	what happened to him.

		PHYLLIS
	And what's happening to me all this 
	time?

		NEFF
	Don't be silly. What do you expect 
	to happen to you? You helped him do 
	the murder, didn't you? That's what 
	Keyes thinks. And what's good enough 
	for Keyes is good enough for me.

		PHYLLIS
	Maybe it's not good enough for me. 
	Walter. Maybe I don't go for the 
	idea. Maybe I'd rather talk.

		NEFF
	Sometimes people are where they can't 
	talk. Under six feet of dirt, for 
	instance. And if it was you, they'd 
	just charge it up to Zachetti, 
	wouldn't they. One more item on his 
	account. Sure they would. That's 
	just what they're going to do. 
	Especially since he's coming here, 
	tonight... Oh, in about fifteen 
	minutes from now, baby. With the 
	cops right behind him. It's all taken 
	care of.

		PHYLLIS
	And that'd make everything lovely 
	for you, wouldn't it?

		NEFF
	Right. And it's got to be done before 
	that suit of yours comes to trial, 
	and Lola gets a chance to sound off, 
	and they trip you up on the stand, 
	and you start to fold up and drag me 
	down with you.

		PHYLLIS
	Listen, Walter. Maybe I had Zachetti 
	here so they won't get a chance to 
	trip me up. So we can get that money 
	and be together.

		NEFF
	That's cute. Say it again.

		PHYLLIS
	He came here the first time just to 
	ask where Lola was. I made him come 
	back. I was working on him. He's 
	crazy sort of guy, quick-tempered. I 
	kept hammering into him that she was 
	with another man, so he'd get into 
	one of his jealous rages, and then 
	I'd tell him where she was. And you 
	know what he'd have done to her, 
	don't you, Walter.

		NEFF
	Yeah, and for once I believe you. 
	Because it's just rotten enough.

		PHYLLIS
	We're both rotten, Walter.

		NEFF
	Only you're just a little more rotten. 
	You're rotten clear through. You got 
	me to take care of your husband, and 
	then you got Zachetti to take care 
	of Lola, and maybe take care of me 
	too, and then somebody else would 
	have come along to take care of 
	Zachetti for you. That's the way you 
	operate isn't it, baby.

		PHYLLIS
	Suppose it is, Walter. Is what you've 
	cooked up for tonight any better?

Neff gets up from the davenport. He listens to the music for 
a moment.

		NEFF
	I don't like this music anymore. 
	It's too close. Do you mind if I 
	shut the window?

Phyllis just stares at him. He goes quietly over to the window 
and shuts it and draws the curtain. Phyllis speaks to his 
back:

		PHYLLIS
		(Her voice low and 
		urgent)
	Walter!

Neff turns, something changes in his face. There is the report 
of a gun. He stands motionless for a moment, then very slowly 
starts towards her. CAMERA IS SHOOTING OVER HIS SHOULDER at 
Phyllis as she stands with the gun in her hand. Neff stops 
after he has taken a few steps.

		NEFF
	What's the matter? Why don't you 
	shoot again? Maybe if I came a little 
	closer?

Neff takes a few more steps towards her and stops again.

		NEFF
	How's that. Do you think you can do 
	it now?

Phyllis is silent. She doesn't shoot. Her expression is 
tortured. Neff goes on until he is close to her. Quietly he 
takes the gun out of her unresisting hand.

		NEFF
	Why didn't you shoot, baby?

Phyllis puts her arms around him in complete surrender.

		NEFF
	Don't tell me it's because you've 
	been in love with me all this time.

		PHYLLIS
	No. I never loved you, Walter. Not 
	you, or anybody else. I'm rotten to 
	the heart. I used you, just as you 
	said. That's all you ever meant to 
	me -- until a minute ago. I didn't 
	think anything like that could ever 
	happen to me.

		NEFF
	I'm sorry, baby. I'm not buying.

		PHYLLIS
	I'm not asking you to buy. Just hold 
	me close.

Neff draws her close to him. She reaches up to his face and 
kisses him on the lips. As she comes out of the kiss there 
is realization in her eyes that this is the final moment.

		NEFF
	Goodbye, baby.

Out of the shot the gun explodes once, twice. Phyllis quivers 
in his arms. Her eyes fill with tears. Her head falls limp 
against his shoulder. Slowly he lifts her and carries her to 
the davenport. He lays her down on it carefully, almost 
tenderly. The moonlight coming in at the French doors shines 
on the anklet. He looks at it for the last time and slowly 
turns away. As he does so, he puts his hand inside his coat 
and it comes out with blood on it. Only then is it apparent 
that Phyllis' shot actually did hit him. He looks at the 
blood on his fingers with a dazed expression and quickly 
goes out of the room, the way he came.

D-21 EXT. DIETRICHSON HOME - (NIGHT)

Neff comes out of the house. He closes the front door with 
his right hand. His left arm hangs limp. He takes a few steps 
down the walk, then suddenly hears somebody approaching. He 
moves behind the palm tree near the walk.

A man comes up the steps towards the front door -- Zachetti. 
Just as he reaches the door, Neff calls to him.

		NEFF
	Hey you. Come here a minute. I said 
	come here, Zachetti.

Zachetti turns and approaches him slowly.

		NEFF
	The name is Neff.

		ZACHETTI
	Yeah? And I still don't like it. 
	What do you want?

		NEFF
	Look, kid, I want to give you a 
	present.

He takes some loose change out of his pocket and holds out a 
coin.

		NEFF
	Here's a nice new nickel.

		ZACHETTI
	What's the gag?

		NEFF
	Suppose you go back down the hill to 
	a drug store and make a phone call.

Neff starts to drop the nickel into Zachetti's handkerchief 
pocket. Zachetti knocks his hand away.

		ZACHETTI
	Keep your nickel and buy yourself an 
	ice cream cone.

		NEFF
	The number is Granite 0386. Ask for 
	Miss Dietrichson. The first name is 
	Lola.

		ZACHETTI
	Lola? She isn't worth a nickel. And 
	if I ever talk to her, it's not going 
	to be over any telephone.

		NEFF
	Tough, aren't you? Take the nickel. 
	Take it and call her. She wants you 
	to.

		ZACHETTI
	Yeah? She doesn't want any part of 
	me.

		NEFF
	I know who told you that, and it's 
	not true. She's in love with you. 
	Always has been. Don't ask me why. I 
	couldn't even guess.

Zachetti just stares at him. Neff moves again to put the 
nickel into Zachetti's pocket. This time Zachetti allows him 
to do it.

		NEFF
	Now beat it. Granite 0386, I told 
	you.

He motions toward the street below.

		NEFF
	That way.

Zachetti goes slowly past him. Neff grabs him and pushes him 
almost violently down the walk. Zachetti goes out of shot. 
The sound of his steps dies away as Neff looks after him. 
Then, far off in the distance, the SIREN OF A POLICE CAR is 
heard.

Neff moves off through the shrubbery toward the side of the 
house where he parked his car.

							DISSOLVE TO:

D-22 NEFF'S OFFICE - (NIGHT)

The desk lamp is still lighted. Outside the windows, the 
dawn is slowly breaking.

Neff is still clutching the horn of the dictaphone. There 
are eight or nine used cylinders on the desk beside him. A 
widening stain of blood shows on the left shoulder of his 
gray jacket. He is very weak by now, and his voice holds a 
note of utter exhaustion.

		NEFF
	It's almost four-thirty now, Keyes. 
	It's cold. I wonder if she's still 
	lying there alone in that house, or 
	whether they've found her by now. I 
	wonder a lot of things, but they 
	don't matter any more, except I want 
	to ask you to do me a favor. I want 
	you to be the one to tell Lola, kind 
	of gently, before it breaks wide 
	open... Yes, and I'd like you to 
	look after her and that guy Zachetti, 
	so he doesn't get pushed around too 
	much. Because...

Suddenly he stops his dictation with an instinctive feeling 
that he is not alone in the room.

As he turns in his chair the CAMERA PULLS BACK slowly. The 
office door is wide open. Keyes is standing a few steps inside 
it. Behind him, on the balcony outside, stands the night 
watchman and the colored janitor, peering curiously into the 
room over Keyes' shoulder.

Slowly, and without taking his eyes off Neff's face, Keyes 
reaches back and pushes the door shut.

Neff hangs up the dictaphone horn. He looks at Keyes with a 
faint, tired grin and speaks very slowly.

		NEFF
	Hello, Keyes.

Keyes moves towards him a few steps and stands without 
answering.

		NEFF
	Up pretty early, aren't you? I always 
	wondered what time you got down to 
	work.

Keyes, staring at him, still does not answer.

		NEFF
	Or did your little man pull you out 
	of bed?

		KEYES
	The janitor did. Seems you leaked a 
	little blood on the way in here.

		NEFF
	Wouldn't be surprised.

Neff makes a motion indicating the used cylinders standing 
on the desk.

		NEFF
	I wanted to straighten out that 
	Dietrichson story for you.

		KEYES
	So I gather.

		NEFF
	How long have you been standing there?

		KEYES
	Long enough.

		NEFF
	Kind of a crazy story with a crazy 
	twist to it. One you didn't quite 
	figure out.

		KEYES
	You can't figure them all, Walter.

		NEFF
	That's right. You can't, can you? 
	And now I suppose I get the big 
	speech, the one with all the two-
	dollar words in it. Let's have it, 
	Keyes.

		KEYES
	You're all washed up, Walter.

		NEFF
	Thanks, Keyes. That was short anyway.

They stare at each other for a long moment, then, with intense 
effort Neff gets up on his feet and stands there swaying a 
little. His face is covered with sweat. His shoulder is 
bleeding. He is on the verge of collapse.

		KEYES
	Walter, I'm going to call a doctor.

		NEFF
		(Bitterly)
	What for? So they can patch me up? 
	So they can nurse me along till I'm 
	back on my feet? So I can walk under 
	my own power into that gas chamber 
	up in San Quentin? Is that it, Keyes?

		KEYES
	Something like that, Walter.

		NEFF
	Well, I've got a different idea. 
	Look here. Suppose you went back to 
	bed and didn't find these cylinders 
	till tomorrow morning, when the office 
	opens. From then on you can play it 
	any way you like. Would you do that 
	much for me, Keyes?

		KEYES
	Give me one good reason.

		NEFF
	I need four hours to get where I'm 
	going.

		KEYES
	You're not going anywhere, Walter.

		NEFF
	You bet I am. I'm going across the 
	border.

		KEYES
	You haven't got a chance.

		NEFF
	Good enough to try for.

		KEYES
	You'll never make the border.

		NEFF
	That's what you think. Watch me.

Neff starts to move towards the door, staggering a little, 
holding himself upright with great effort.

		KEYES
		(In a voice of stony 
		calm)
	You'll never even make the elevator.

Neff has reached the door. He twists the knob and drags the 
door open. He turns in it to look back at Keyes' implacable 
face.

		NEFF
	So long, Keyes.

Neff goes out, leaving the door wide open. THE CAMERA FOLLOWS 
his staggering walk along the BALCONY TOWARDS THE ELEVATOR 
LOBBY. The sound of his breathing is so harsh and loud that 
for a moment it dominates the scene. Finally he reaches the 
swing doors leading into the lobby and starts to push them 
open. At this moment he collapses. He clutches the edge of 
the door and as it swings around with him he falls to the 
floor. He tries to struggle up but cannot rise.

In background comes the sound of a telephone being dialed.

		KEYES' VOICE
	Hello... Send an ambulance to the 
	Pacific Building on Olive Street... 
	Yeah... It's a police job.

There is the sound of the phone being replaced in its cradle. 
Then there are footsteps growing louder along the balcony 
and Keyes walks slowly into the shot. He kneels down beside 
Neff.

		KEYES
	How you doing, Walter?

Neff manages a faint smile.

		NEFF
	I'm fine. Only somebody moved the 
	elevator a couple of miles away.

		KEYES
	They're on the way.

		NEFF
		(Slowly and with great 
		difficulty)
	You know why you didn't figure this 
	one, Keyes? Let me tell you. The guy 
	you were looking for was too close. 
	He was right across the desk from 
	you.

		KEYES
	Closer than that, Walter.

The eyes of the two men meet in a moment of silence.

		NEFF
	I love you too.

Neff fumbles for the handkerchief in Keyes' pocket, pulls it 
out and clumsily wipes his face with it. The handkerchief 
drops from his hand. He gets a loose cigarette out of his 
pocket and puts it between his lips. Then with great 
difficulty he gets out a match, tries to strike it, but is 
too weak. Keyes takes the match out of his hand, strikes it 
for him and lights his cigarette.

							FADE OUT:

				THE END



The following pages are for an alternate ending that director 
Billy Wilder actually shot but later decided against.

		KEYES
	They're on the way.

		NEFF
		(Slowly and with great 
		difficulty)
	You know why you didn't figure this 
	one, Keyes? Let me tell you. The guy 
	you were looking for was too close. 
	He was right across the desk from 
	you.

		KEYES
	Closer than that, Walter.

The eyes of the two men meet in a moment of silence.

		NEFF
	I love you too.

Neff fumbles for the handkerchief in Keyes' pocket, pulls it 
out and clumsily wipes his face with it. Then, clutching the 
handkerchief against his shoulder, he speaks to Keyes for 
the last time.

		NEFF
	At the end of that... trolley line... 
	just as I get off... you be there... 
	to say goodbye... will you, Keyes?

							FADE OUT:

						END OF SEQUENCE "D"

			SEQUENCE "E"

FADE IN:

E-1 WITNESS ROOM IN DEATH CHAMBER - SAN QUENTIN (DAY)

Showing the witness room and approximately one-half of the 
gas chamber. BOOM SHOT towards guard standing BACK TO CAMERA 
at entrance door. Except for this guard the room is empty.

Guard opens the door. Two other guards enter, followed by a 
group of witnesses and newspaper men, each of whom removes 
his hat as he enters the room. They form a group around the 
outside of the gas chamber, some looking in through the glass 
windows, some standing in the background on low platforms 
against the wall.

THE CAMERA SLOWLY BEGINS TO MOVE IN AND DOWN, AND CENTERS ON 
Keyes, as he enters the room and stands behind the door. His 
face is seen through the bars of the door, which is then 
closed, and CAMERA MOVES TO A CLOSEUP. His eyes follow the 
action of the closing door, then slowly look towards the gas 
chamber.

E-2 THE GAS CHAMBER, EMPTY

On its windows show reflections of the spectators, including 
the face of Keyes.

The door to the gas chamber opens in the background, and 
beyond that another door opens. Neff comes in between two 
guards. He is wearing a white open-necked shirt, blue denim 
pants, and walks barefooted on a cocoanut matting. He moves 
into the gas chamber, looks through the windows in the 
direction of Keyes and nods quickly, recognizing him. The 
guards turn him around and seat him in one of the two metal 
chairs, with his back to the witnesses. They strap his arms, 
legs and body to the chair. The guards go out.

E-3 THE DOOR TO THE GAS CHAMBER

It is open. The three guards come out of the gas chamber 
into the ante-chamber, where stand the warden, executioner, 
two doctors, the minister and the acid man, and possibly 
several guards.

The executioner and one guard close the door. The guard spins 
the big wheel which tightens it. The wheel at first turns 
very quickly, then, as it tightens, the guard uses 
considerable force to seal the chamber tight. The guard steps 
out of the shot. The gas chamber is now sealed.

E-4 THE WITNESSES AND KEYES

They are intently watching Neff in the gas chamber.

E-5 THE ANTE-CHAMBER

The warden looks slowly around the room, sees that everyone 
is in his proper place and that the stethoscope, which one 
doctor holds, is connected with the outlet in the wall of 
the gas chamber. Also that the man in charge of the acid is 
ready. The warden makes a motion to the acid man. The acid 
man releases the mixed acid into a pipe connecting with a 
countersunk receptacle under Neff's chair. (This action is 
only suggested). The warden looks at the clock, then turns 
to the executioner and nods.

E-6 THE EXECUTIONER - MED. SHOT - CAMERA SHOOTING DOWN FROM 
HIGH ANGLE TOWARDS EXECUTIONER

He pushes a metal lever. (This immerses the pellets of cyanide 
in the acid under the chair.)

E-7 INT. GAS CHAMBER - MED. SHOT

CAMERA IS SHOOTING ABOVE Neff's head (just out of shot), 
towards spectators standing outside the gas chamber, Keyes 
in the center. Gas floats up into scene between CAMERA and 
spectators. Keyes, unable to watch, looks away.

E-8 THE FIRST DOCTOR - CLOSE SHOT

as he listens on stethoscope connected with the gas chamber. 
He glances at the clock above his head.

E-9 THE SECOND DOCTOR - CLOSE SHOT

He stands to right of the gas chamber door, taking notes on 
a pad. He glances towards First Doctor (out of scene) and 
looks through venetian blinds into the gas chamber. The acid 
man stands near him.

E-10 THE FIRST DOCTOR

CAMERA SHOOTING FROM HIGH ANGLE TOWARDS HIM as he listens on 
stethoscope. The doctor glances at the clock again. He takes 
his stethoscope from his ears. He nods to the warden, This 
indicates that the man is dead. CAMERA PANS with warden as 
he turns to open the door connecting the ante-chamber with 
the witness room.

E-11 THE WITNESS ROOM - LONG SHOT FROM HIGH ON BOOM DOWN ON 
WITNESSES GROUPED AROUND GAS CHAMBER

The door connecting with the ante-chamber opens. A guard 
comes through.

		GUARD
	That's all, gentlemen, Vacate the 
	chamber, please.

The guard withdraws and closes the door by which he entered. 
The witnesses slowly start to file out. A guard has opened 
the outer door. The witnesses put their hats on as they pass 
through. A few go close to the windows of the gas chamber to 
look in at the dead man before they leave.

All the witnesses have now left, except Keyes, who stands, 
shocked and tragic, beyond the door. The guard goes to him 
and touches his arm, indicating to him that he must leave. 
Keyes glances for the last time towards the gas chamber and 
slowly moves to go out.

E-12 CORRIDOR OUTSIDE THE DEATH CHAMBER

CAMERA SHOOTING IN THROUGH THE OPEN DOOR AT KEYES, who is 
just turning to leave. Keyes comes slowly out into the dark, 
narrow corridor. His hat is on his head now, his overcoat is 
pulled around him loosely. He walks like an old man. He takes 
eight or ten steps, then mechanically reaches a cigar out of 
his vest pocket and puts it in his mouth. His hands, in the 
now familiar gesture, begin to pat his pockets for matches.

Suddenly he stops, with a look of horror on his face. He 
stands rigid, pressing a hand against his heart. He takes 
the cigar out of his mouth and goes slowly on towards the 
door, CAMERA PANNING with him. When he has almost reached 
the door, the guard stationed there throws it wide, and a 
blaze of sunlight comes in from the prison yard outside.

Keyes slowly walks out into the sunshine. stiffly, his head 
bent, a forlorn and lonely man.

							FADE OUT:

				THE END



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