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Mission: Impossible (1996)

by Robert Towne.
Final shooting script, 16th August 1995.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


INT. KIEV APARTMENT - NIGHT

We're in a large closet.  JACK KIEFER, an athletic American
in his late thirties wearing a headset, is wedged into a
corner, staring at a television screen.

The television shows a surveillance view of the living room
that lies outside the confines of the closet.  The TV image
is in black and white.  JACK shifts, trying like hell to get
comfortable but he's been there a while

ON THE SCREEN

A bare bulb shines down on the contents of a shabby hotel
room.  Directly under the blub a man, GENNADY KASIMOV, sits
in a straight backed wooden chair in his blood-stained T-
shirt.  There are a couple of THUGS and a stray HOOKER in the
room behind him.  A legend:

			KIEV

KASIMOV is sobbing.  Uncontrollably.  A MAN enters the room,
ANATOLY, an imperious Russian in his forties, a Russian
godfather.  The THUGS and HOOKERS are ushered out.  ANATOLY
looks down at KASIMOV pitiously and urges him to go and sit
by him in a chair he picks up for him.  KASIMOV does as he is
bid, looking gratefully up at ANATOLY.  They speak in Russian
which is subtitled.

			ANATOLY
	Kasimov, Kasimov, good that you called
	us.

			KASIMOV
		(sobbing)
	I don't remember what happened!  We were
	at the bar, drinking, laughing -- having
	fun.

ANATOLY gets up out of the chair and goes to a bed across the
room.  A WOMAN lies half under the sheets.  She's lying in an
unnatural position on the bed, and the sheets are smeared
with blood.  She's dead.  ANATOLY lifts her eyelid.

			KASIMOV
	I don't even know how I got here.
	I swear, Anatoly, I never touched her!  I
	didn't lay a finger on her.

ANATOLY moves away from the WOMAN.

			ANATOLY
	Kasimov.  Don't flounder.

IN THE CLOSET

JACK, impatient, checks his watch.

			JACK
	Jesus, she's been under too long.  Come
	on, come on!

ON THE SCREEN

			KASIMOV
	You're the only one who can help me.

Desperately he tugs at ANATOLY'S jacket.  But ANATOLY hits
his hand away and smacks him around the head.

IN THE CLOSET

JACK reacts.

ON THE SCREEN

ANATOLY bends close to KASIMOV.

			ANATOLY
	C'mon, c'mon, tell the truth...c'mon.

			KASIMOV
	They'll kill me.

ANATOLY paces up the room, away from KASIMOV.

			ANATOLY
	You asked for my help.  You asked for my
	help...come on...

			KASIMOV
	You're right, of course.

IN THE CLOSET

JACK leans forward.

			JACK
	The name pal...give us the name.

ON THE SCREEN

			KASIMOV
	The contact in Minsk..the contact in
	Minsk..works in a travel agency.

IN THE CLOSET

			JACK
	Come on!

ON THE SCREEN

			ANATOLY
	Come on!

			KASIMOV
	His name is.....Dimitri Miediev.

			ANATOLY
	Dimitri Miediev...Dimitri Miediev...

IN THE CLOSET

			JACK
	Got him.

ON THE SCREEN

Back on screen, ANATOLY places a hand on KASIMOV'S shoulder
as if he had just anointed him.

IN THE CLOSET

In the closet, JACK types the name into a computer and cross
checks -- "MIEDIEV" comes up, then "posting/American
consulate/Kiev."

JACK turns and nods to a WHOREHOUSE WAITRESS in costume in
the closet next to him, dressed in traditional Russian tunic
and virtually no bottom.  She quickly leaves.

INT. SHABBY ROOM - NIGHT

We enter the room for the first time as the WAITRESS does.
She's carrying a tray with a bottle of vodka and two shot
glasses.

			ANATOLY
	Now, we drink.

He pours them out and hands one to KASIMOV.

			ANATOLY (CONT'D)
	To friends.

			KASIMOV
	Yes, Anatoly, yes.

			JACK
	Cheers.

He drinks.  He blinks.  Something felt funny about that.
Dizzied, KASIMOV swoons and passes out on the floor. ANATOLY
moves to the closet door and opens it.

IN THE CLOSET

ANATOLY reaches up to his face --

--and tears away a mask of flesh.  He's no middle aged
Russian mobster, he's ETHAN HUNT, an American in his early
thirties.  He gestures to KASIMOV contemptuously.  JACK hands
ETHAN a hypodermic kit and he goes quickly back into the
room.

			ETHAN
		(in English now)
	Get rid of this scum.

Immediately, there is activity, and PEOPLE everywhere.  TWO
OTHERS come into the room and carry KASIMOV out.

ETHAN goes quickly to the body of the dead woman. He cheeks
the pulse in her neck, shines a penlight in her eye. He
strips the adrenalin kit and jabs the long needle into the
dead woman's thigh.  He checks her pulse again, checking a
stopwatch.  In about ten seconds, the woman's eyes open.

CLAIRE is her name, a French woman of thirty or so. She half
rolls over, GROANS, and wipes some of the blood from her
mouth.

			CLAIRE
	Did we get it?

			ETHAN
	We got it.  On your feet.

			CLAIRE
	I want to sleep.  Can I sleep here.

			ETHAN
	Walk, just walk.  Start walking.

			CLAIRE
	I'm walking.

			ETHAN
	Talking's good, walking's better.

			CLAIRE
	Sleeping's better.

Meanwhile, MEN in overalls take apart the room.  The ceiling
lifts right off the walls, and the walls themselves start to
come down, revealing the "hotel room" to be an elaborate set
in the middle of an empty warehouse.

JACK comes into the room from the closet.  He hands CLAIRE
her jewelry, including a watch and a wedding ring.  ETHAN
stops what he's doing, noticing.  She looks up at him
questioningly.

			CLAIRE
	Are you all right Ethan.  What's wrong
	with you?

			ETHAN
	If you're gonna do this again Claire,
	It's not gonna be on my watch.

			CLAIRE
	Oh yeah?

JACK comes into the room from the closet.  He hands CLAIRE
her jewelry, including a watch and a wedding ring.  ETHAN
stops what he's doing, noticing.  She looks up at him,
questioningly.

			JACK
	Claire.

			ETHAN
	Jack.

She almost unconsciously slips the wedding ring onto her
finger.  ETHAN notices.  He turns and SHOUTS to the room at
large.

			ETHAN
	IS THERE ANY PARTICULAR REASON WE'RE NOT
	OUT OF HERE YET?!

			JACK
	Just waiting for you, tubs.

He walks across the room and out the door.  CLAIRE, worried,
clutches her hands together, glancing down at her wedding
ring.

We move in on it --

									CUT TO:

INT. JET - DAY

-- and come out on another wedding ring, this one on a MAN's
finger. One of several he's drumming on an arm rest in the
plush first class cabin of a commercial airliner.  He shoves
some money into his wallet, and as he does so we catch a
fleeting glimpse of a photograph of CLAIRE.

The pilot's voice makes an announcement.

			VOICE (O.S.)
	Ladies and gentlemen, we have leveled off
	at our cruising altitude of thirty-eight
	thousand feet-and we should be arriving
	in Prague right on schedule.

A FLIGHT ATTENDANT makes her way between the seats, passing
out menus.

			FLIGHT ATTENDANT
	Would you like to watch a movie Mr Rosen?

A passenger takes one.  The ATTENDANT continues on.

			FLIGHT ATTENDANT
			(CONT'D)
	Would you like to watch a movie Mr
	Phelps?

The MAN with the wedding ring looks up.  JIM PHELPS is in his
mid-forties, good-looking, intense.  He's a tired man, and
not just now, it's a profound fatigue.  He looks up at the
ATTENDANT and smiles warmly.

			PHELPS
	No, I prefer the theatre.

A look crosses the FLIGHT ATTENDANT'S face; her tone becomes
stilted.

			FLIGHT ATTENDANT
	Would you consider the cinema of the
	Ukraine?

			PHELPS
	Perhaps you'd choose one for me.

The ATTENDANT turns and walks away.  PHELPS sits back, shakes
a cigarette out of a pack, and taps it nervously on the
armrest.

AT THE FRONT OF THE CABIN.

The FLIGHT ATTENDANT opens a case loaded with video 8
cassettes of feature films.  She opens a panel in the top of
the case and withdraws a tape hidden back there.

BACK AT PHELPS' SEAT

The ATTENDANT returns with the tape and hands it to PHELPS.
He takes it without a word and she moves on.

PHELPS reaches down and turns a lever on the support between
his seat and the empty one beside him. He flips up a small
movie screen and angles it toward himself, away from the
other passengers. He puts on a headset, opens a door in the
armrest, and puts the tape in.

He presses play.

ON THE TAPE,

the image of a man comes on.  EUGENE KITTRIDGE is fortyish,
but seems permanently stuck in the Nixon era -- horn rimmed
glasses, short short haircut, rather be caught dead than
tieless.  But if he catches your eye, he will never, ever
look away.  He's seated at a desk, looking into the camera.

			KITTRIDGE
		(on the tape)
	Good morning, Mr. Phelps.  The man you're
	about to see is Aleksander Golitsyn --

The screen winks and shows an image of GOLITSYN, a burly man
in his forties.  The image is herky-jerky videotape,
presumably taken from a concealed camera as GOLITSYN walks
down a foreign street.

			KITTRIDGE (O.S.)
	-- a former KGB Line X officer now
	working the international black market
	selling intelligence.  This morning, we
	learned that Golitsyn has stolen one half
	of a CIA NOC list, the list of our non-
	official cover agents working in Eastern
	Europe.

The screen shows an image of what such a list might look
like, code names and other information scrolling by on a
computer screen at high speed.

			KITTRIDGE (O.S.)
	For security reasons, the NOC list is
	divided into two encoded halves.
	Golitsyn already has the cryptonym
	portion, which contains agent code names
	and targeting areas.  This portion is
	useless unless combined with the second
	half -- the true name list that is kept
	in the CIA station in our Embassy in Prague.

The Embassy itself comes on screen, a beautiful old building
at the base of the Charles Bridge, which spans the Vltava
River.

			KITTRIDGE (O.S.)
	We believe Golitsyn plans to steal the
	true name list at an Embassy function
	tomorrow night.  Your mission, should you
	decide to accept it, is to obtain
	photographic proof of the theft, apprehend
	those involved, and return the stolen
	list.  I don't have to stress the
	importance of this matter, Jim.  We're
	keeping it internally black. Because of
	its urgency, I've already sent to Prague
	a team selected from your usual group.

Still photographs come on screen, some of which we're already
seen -- JACK KIEFER, CLAIRE and ETHAN.

			KITTRIDGE (O.S.)
	Ethan Hunt will of course be your point
	man, as usual.  He's in Kiev; we're
	getting word to him now.

INT. JET - DAY

PHELPS sits back in his seat, closes his eyes, and rubs his
tired brow.  KITTRIDGE himself comes back on the tape.

			KITTRIDGE (O.S.)
	As always, should you or any member of
	your IM force be caught or killed, the
	Secretary will disavow all knowledge of
	your actions.  This tape will self-
	destruct in five seconds.  Good luck,
	Jim!

PHELPS inhales deeply --

-- the tape in the armrest starts to smolder, sending up a
plume of wispy smoke --

-- and PHELPS exhales, concealing the plume in a cloud of
cigarette smoke.

									CUT TO:

EXT. PRAGUE SAFE HOUSE - DAY

SARAH and HANNA, a German woman in her mid-thirties enter.
Another legend:

		    PRAGUE

INT. SAFE HOUSE - PRAGUE - DAY

The IMF team's safe house is a sparsely furnished Prague
apartment with a panoramic view of the city.

The IMF team is scattered around the room. Sketches, pads,
overfilled ashtrays and equipment are strewn everywhere.
JACK and SARAH seated next to each other - JACK demonstrating
the VISCO glasses to her.  CLAIRE is seated opposite JACK at
the computer.  JIM and ETHAN are in the kitchen.  HANNAH
taking a roll of black-out curtain through the room.

			JACK
	Look to your right, then back to me.
	There's a camera built right into the
	bridge.  Whatever you see it sees and
	transmits it back here.  Can you hear me?

			SARAH
	Of course I can hear you.

			JACK
	No, in your...ear piece. You have a
	lovely smile (eyes). Can you hear me
	now?

			SARAH
	Loud and clear.

			JACK
	What's going on?

			SARAH
	I don't know.

			JACK
	Why don't you take a look?

			SARAH
	Jack...that's spying.

			JACK
	That's what we do isn't it?

			SARAH
	Jack you're so wicked.

			JACK
	Too wicked to have a drink later?

			SARAH
	I think I might just take that look.

ETHAN and JIM PHELPS are in a heated conversation.

			ETHAN
	Yeah, well, Jim, fact is I've got more
	than ninety days leave coming.

			PHELPS
	A hundred and sixty-seven, I think it is.
	Take it all, if you want.  After this one.

			ETHAN
	I thought I'd take some now.

			PHELPS
		(quietly, to Ethan)
	What the hell's made you decide to take
	your leave at the worst possible time?
	Claire's in a weird mood too.

			ETHAN
	Oh?  What's the problem?

			PHELPS
	I don't know, I had to go to Chicago
	again.  You were in Kiev.  You tell me.

			ETHAN
	Tell you what?

			PHELPS
	When you started noticing your short term
	memory loss.  What the problem was you
	and Claire had in Kiev?

			ETHAN
	What problem?

			PHELPS
		(laughs)
	Ah, God, forget it.  What are we talking
	burnout here?

			ETHAN
	I guess.

			PHELPS
	Ethan, you can't burn out.

			ETHAN
	Why not?

			PHELPS
	Because I can't afford it. And because
	you'd burn up before you'd burn out.

CLAIRE, who is at the computer behind them, somehow seems to
be the reference point in the following exchange:

			ETHAN
	How was Chicago?

			PHELPS
	Wonderful.  Ran into a convention of auto
	dealers at the Drake Hotel.  You hear the
	one about the astronaut who comes back
	from the first manned flight to Mars
	after two years?  His wife's got a year
	old kid.  So he says "All right.  Who was
	it?  My friend Harry?"  She says no. "Oh,
	it was my friend Sammy."  She says it
	wasn't Sammy.  "Oh, I suppose it was my
	friend Lou."  "No, what's the matter,
	don't you think I have any friends of my
	own?!"

PHELPS laughs.  ETHAN doesn't.  The back of CLAIRE'S head is
in his line of sight.

			PHELPS (CONT'D)
	Boy, you really are grim. Come here,
	take a look.

He leads ETHAN to the window, which overlooks the city.

EXT. PRAGUE - DAY

ETHAN's POV of Embassy.

INT. SAFE HOUSE - DAY

ETHAN nods.

			PHELPS (CONT'D)
	Beyond Charles Bridge there is our
	Embassy.  See it?  Tomorrow night, if
	anything goes wrong, this guy will steal
	the names of our agents in every country
	all over Eastern Europe.  Up for grabs to
	the highest bidders -- third world
	terrorists, arms dealers, drug lords --
	any and everybody who'd love to get rid
	of long term coverts like us, and some
	very dear friends among them.  If they're
	exposed, they'll be executed.  Come over
	here.  Take a lock at this.

CLAIRE, who is working at a computer, has pulled up a
quicktime video image in a box on her screen.  In it, an old
edition of the McLaughlin Report, the PBS news show, is
playing.

ETHAN is distracted by it.

INSERT - TELEVISION

SENATOR WALTZER, a bearded, bespectacled man in his forties,
is holding forth:

			SENATOR WALTZER
	I'll go you one further.  I say the CIA
	and all its shadow organizations have
	become irrelevant at best and
	unconstitutional at worst.  It's time we
	throw a little light on the whole concept
	of the Pentagon's "black budget."  These
	covert agency subgroups have confidential
	funding, they report to no one -- who are
	these people?!  We were living in a
	democracy the last time I checked.

BACK TO SCENE

ETHAN looks back at JIM.

			ETHAN
	You're going to use Walter?

			PHELPS
	He's our guy.

			ETHAN
	Isn't he chairing the Armed Services hearing?

			PHELPS
	Not this week. This week he's flyfishing
	at the Oughterard Slough in County
	Kildare, with one of our best Irish guides.

			ETHAN
	He won't be back in a hurry?

			PHELPS
	No, not in a hurry.  What do you think?
	You think the plot'll work?

			ETHAN
	Sure.  If the main character does.

			PHELPS
	If you were me, Ethan, who would you
	trust to make him believable?

JACK comes breezing in with a piece of bubble gum.

			JACK
	Sorry, am I interrupting?

			ETHAN
	Always.

JACK shows the gum to ETHAN.

			JACK
	Stick of gum. If you come up against a
	lock you can't pick --

Half the gum is red, the other half is green.

			JACK (CONT'D)
	Red light.  Green light.  Mash them
	together, asta lasagna.  Don't get any on
	you -- you have five seconds.

He offers the gum to ETHAN.

			PHELPS
	Are you gonna take it?

CLAIRE glances up from the computer and catches ETHAN's eye.
PHELPS may have caught the glance, but is focused on ETHAN.

			ETHAN
		(relenting)
	Give me the God damn gum.

			JACK
	Just don't chew it.

			PHELPS
	Thank you.

									CUT TO:

EXT. AMERICAN EMBASSY - NIGHT

The American Embassy glitters beside the Vltava River.  Party
at the Embassy tonight.

INT. AN ELEVATOR SHAFT - NIGHT

JACK, wearing black coveralls and slightly odd-looking
eyeglasses (they're called Visco glasses), enters an elevator
shaft through a small door at the base of the wall.  He looks
up the shaft, shining a flashlight until he finds what he's
looking for --

-- a gray metal box, protruding from the wall one floor up.

INT. SAFE HOUSE - NIGHT

PHELPS is at a table in the safe house apartment, watching
the bank of monitors HANNAH wired together earlier. The
monitors are alive now, showing various views of the inside
of the Embassy, where the party is going on, and one view of
the elevator shaft.

PHELPS wearing an IMF headset and speaks into the mouthpiece.

			PHELPS
	Ethan.  Jack's inside.  Window's open by
	twenty-three hundred.

INT. EMBASSY - NIGHT

Inside the Embassy, the party is a formal, tuxedoed affair
that's in full swing on the second floor.

SENATOR WALTZER, the man who was on TV, walks up a grand
staircase, headed in.  An AMERICAN DIPLOMAT in a tuxedo
hurries up to him.

			DIPLOMAT
	How do you do, Senator, I'm Rand Housman,
	the Ambassador's aide.  If I could just
	steer you through the reception line here
	--

The DIPLOMAT pilots the SENATOR by one arm, guiding him to a
reception line at the base of the stairs to the party.

			DIPLOMAT (CONT'D)
	Allow me to introduce Jaroslav Reid, the
	director of the National Gallery -- Petr
	Brandl, the mayor of Prague --

SARAH, a very attractive young American dressed in an elegant
gown, steps out of the reception line and shakes hands with
WALTZER.

			SARAH
	I bet you don't remember me, do you, Senator?

			SENATOR WALTZER
	Of course I do.  How are you, Miss
	Norman?

He leans in and kisses her on the cheek, and as he does so
SARAH whispers something in his ear.

			SARAH
	He's in pocket.  Under the archway behind me.

Her tone, her words -- we realize she's on the team.

The SENATOR pulls a pair of Visco glasses from his pocket
(and if we didn't know the SENATOR was ETHAN before, this
confirms it), puts them on, and looks up, over her shoulder.

UNDER AN ARCHWAY NEAR THE ENTRANCE,

ALEKSANDER GOLITSYN, the Ukrainian, has just come in from
outside.

INT. SAFE HOUSE - NIGHT

PHELPS sees the SENATOR's point of view of GOLITSYN, through
the glasses, broadcast back to PHELPS' monitor.  He speaks
into his microphone.

			PHELPS
	Sarah, mark the package and go to two.

INT. EMBASSY PARTY - NIGHT

SARAH still has the SENATOR's attention.

			SARAH
	Your advance team mentioned you'd want a
	tour of the facility, so I've gone ahead
	and set that up for you --

			SENATOR WALTZER
	Terrific.  Let's get going.
		(to the Diplomat)
	Will you excuse us?

He slips an arm around SARAH and they walk off, not into the
party, but the other way, toward a staircase that leads
further into the Embassy.

			DIPLOMAT
	Uh, sir?

INT. ELEVATOR SHAFT - NIGHT

JACK climbs up the elevator shaft, towards the gray metal
box.  He just begins to remove the cover when he hears a
noise from above.  He looks up and sees the elevator above
him descending.

JACK quickly pulls himself flush against the wall. The
elevator comes down adjacent to him and stops, pinning him
to the wall.

			JACK
	Great.  Come on.

INT. EMBASSY PARTY - NIGHT

As the SENATOR and SARAH pass behind the entering GOLITSYN,
SARAH pulls a small bottle of perfume from her purse.  But as
she sprays, she points it slightly to the left, missing
herself and hitting the back of GOLITSYN'S head.  He never
notices.  They move on and down the flight of stairs.

INT. SAFE HOUSE - NIGHT

JIM PHELPS monitors the Visco views of the party.  He looks
to the fourth monitor and checks a view of the party, a jumpy
one, as someone hurrying up stairs.

			PHELPS
	Hannah.  He's marked.  Lets go.

INT. EMBASSY PARTY - NIGHT

On a flight of stairs, HANNAH, dressed for the party and
slightly out of breath, hurries up the stairs.

			HANNAH
	En route.

She also has a pair of Visco glasses, which she trains on the
party below.  She pushes a micro switch on the side of her
glasses, activating an electronic filter, which tints the
lenses.

			PHELPS (O/S)
	Hannah, pull the shade (or - Hannah go to
	night vision).

HANNAHíS VISCO POV

the party looks the same, but one head in the crowd stands
out.  That head is GOLITSYN'S, his hair a fluorescent green
where SARAH sprayed it.

INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

The SENATOR (let's just call him ETHAN) and SARAH come down
the stairs and pass a sign that says "Denied Area --
Political Attaches Only."  ETHAN checks his watch.  23:00.

He nods to SARAH, they round a corner, and come to an
elevator at the end of the corridor.  A sign in front of it
says "Out of Order."  They head for it anyway.

A MARINE GUARD appears from behind a side door, catching them
by surprise.

			JACK
	Governor's in position.  We have the elevator.

			GUARD
	Excuse me, can I help you?

			SARAH
	-- which leads directly to the Denied
	Area, the only limited access area in the
	whole facility.

SARAH flashes an ID at the GUARD and keeps talking.

			SARAH (CONT'D)
	As you can see. this area has both a
	Marine guard and video surveillance, and
	is strictly monitored at all times.

She walks up to the thumbprint analyzer on the elevator bank
and slides her thumb inside.  The panel lights up and flashes
a message -- "ACCESS DENIED."  SARAH and ETHAN trade a look.

			SARAH (CONT'D)
		(covering)
	Senator, don't you have a young man on
	your staff named JACK?

She tries the thumb again, Still no soap.

			ETHAN
	Jack?  I believe we did have a young man
	named Jack.  Not a reliable man, as I
	recall.  Constantly late or behind in his
	work.

Now the GUARD, noticing that Sarah's not being allowed
access, comes closer to them.

			GUARD
	Excuse me, let me see that ID again!

INT. ELEVATOR SHAFT - NIGHT

JACK is still pinned to the wall by the elevator, listening
to their conversation.

			PHELPS (O.S.)
	Jack's pinned down Sarah.  Should be a
	second.  Keep dancing.

			ETHAN (O.S.)
		(with the Senator's southern accent)
	We were forced to tie him to my best
	stallion and drag him around the barn a
	few times.

Finally, the elevator moves down a floor and JACK is freed.

			JACK
	Relax your crack, Foghorn, I'm workin' on
	it.

He quickly opens the gray metal box, revealing a maze of
circuitry.  He patches in his computer, climbs on top of the
elevator, and hits the keyboard, beginning to download.

THE LAPTOP

there's a split-screen of SARAH's thumbprint and the ID
picture.  JACK downloads her file into the security computer.

INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

Ignoring the GUARD, SARAH turns and slides her thumb into the
thumbprint analyzer once more.  The panel glows, this time
the message flashes --

			IDENTITY CONFIRMED

-- and the elevator doors slide open briskly.

The GUARD, surprised, now catches sight of the SENATOR.

			GUARD
	Oh. Sorry, sir.

He snaps a salute.  ETHAN and SARAH get into the elevator and
the doors close behind them.

INT. ELEVATOR SHAFT - NIGHT

JACK looks down at the elevator below.  Through a grating, he
can see them inside.

			JACK
	The drink (date) with Sarah is definitely
	off.

INT. SAFE HOUSE - NIGHT

PHELPS moves from JACK's view of the elevator car to HANNAH's
view of the party on his video monitors.

			PHELPS
		(a touch of impatience)
	Hannah -- I'm blind again.  Hannah.

INT. EMBASSY PARTY - NIGHT

HANNAH, stationed on the second floor of the Embassy, moves
to get a better view of the party. She reacquires GOLITSYN's
glowing head.

			HANNAH
	He's heading to the denied area.

INT. EMBASSY WORK ROOM - NIGHT

This work room is filled with combination lock filing
cabinets and various computer terminals.  ETHAN hands SARAH
his Visco glasses and she crosses the room, placing them
upside down on top of a filing cabinet.

ETHAN straps on a Visco wrist monitor and tunes it in,
switching several times.

			ETHAN
		(to Sarah)
	Higher.  Higher.

			SARAH
	Higher.

			ETHAN
	Right, right.  Good.

SARAH adjusts the glasses.

THROUGH THE GLASSES,

the view of the main computer terminal is upside down, but
clear.  Anyone sitting there will be recorded.

INT. SAFE HOUSE - NIGHT

On PHELPS' monitor, we see ETHAN, via his Visco glasses on
the filing cabinet, standing next to the computer.  PHELPS
barks out a warning.

			PHELPS
	Get moving, Ethan.  He's rolling to you.

INT. EMBASSY WORK ROOM - NIGHT

ETHAN pushes the elevator button but the elevator is already
moving up.

			ETHAN
	Jack we're in position.

INT. ELEVATOR SHAFT/WORK ROOM - NIGHT

In a split view, we see both sides of the elevator wall
simultaneously -- on one side, JACK is lying on top of the
rising elevator, on the other side, ETHAN and SARAH are
waiting for it to arrive.

			ETHAN
	Jack.  Jack.

			JACK
	I didn't touch it.

The elevator stops, the doors open --

-- and GOLITSYN gets on.  GOLITSYN descends in the elevator
with JACK on top and ETHAN and SARAH waiting down below!

INT. SAFE HOUSE - NIGHT

PHELPS sees JACK's point of view of the elevator, with
GOLITSYN inside.

			PHELPS
		(tension rising)
	He's in the box, Ethan, he's in the box!

INT. EMBASSY WORK ROOM - NIGHT

ETHAN and SARAH are waiting in front of the elevator, the one
GOLITSYN is about to step off of!  ETHAN looks around, for a
place to hide.

			ETHAN
	OK.  Taking Golitsyn's exit.  Jack, open
	the doors.

			SARAH
	What about my coat?  I'll freeze.

			JACK (O.S.)
	I don't have it.

INT. SAFE HOUSE - NIGHT

PHELPS whips over to a laptop and starts typing.

			PHELPS
	Opening the doors.  Go under.

He jabs ENTER on his keyboard.

INT. EMBASSY WORK ROOM - NIGHT

The elevator doors WHISK open, revealing the empty shaft
beyond.  ETHAN and SARAH jump into the shaft.

INT. ELEVATOR SHAFT - NIGHT

ETHAN and SARAH jump down into the five foot empty space
below the work room floor.  Above them, the elevator
continues its descent, with them hiding below.  The elevator
drops to just over their heads and stops.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN steps off the elevator, crosses the room and slides
a 3.5 computer disk into the computer in the work room.
Through the Visco glasses, we can clearly see him at work,
downloading the vital information.

INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

Waiting below the elevator, ETHAN takes off his jacket,
starting to reverse it.  He checks his Visco wrist monitor as
GOLITSYN perpetrates the theft.  He smiles and speaks into a
microphone.

			ETHAN
	He's got it.  Saved your ass again Jack.

			JACK (O.S.)
	Give me a break, Pops.

			SARAH
	Such a nice ass.

			JACK (O.S.)
	And a lonely ass.

			ETHAN
	Sarah's reconsidering.  Claire, transport
	in five minutes.

			CLAIRE (O.S.)
	Roger that.

INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

Back inside, ETHAN strips off his mask and wearing his now
reversed jacket, he and SARAH exit the small door at the base
of the elevator shaft.

EXT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK rapidly disconnects his equipment.  But as he pulls the
final electrical clip from the elevator's wiring, it flashes
and SPARKS.

EXT. EMBASSY - NIGHT

ETHAN and SARAH exit an Embassy service area by the
waterfront and blend into the Embassy crowd, as an amorous
couple.

			ETHAN
	In position.  Jack open the door, let the
	package roll.

			JACK (O.S.)
	Roger that.  Opening doors now.

			ETHAN
	Stairway, youíre wrapped, go to
	transport.

ETHANíS voice comes over HANNAHíS earpiece.

			HANNAH
	En route.

HANNAH breaks off and goes up the stairs.

INT. ELEVATOR - NIGHT

The button marked "ROOF" lights up, seemingly all by itself.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

The car engages with a sharp jolt --

			JACK
	Hey.

--and starts to rise.  JACK looks down, into the elevator
car, through the grate.  Thereís no one in it.

INT. SAFE HOUSE - NIGHT

On one of his monitors, PHELPS sees the elevator moving in
the shaft.

			PHELPS
	Jack, what are you doing?!

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

			JACK
	Iím not doing anything!  (I donít have it
	either).

INT. SAFE HOUSE - NIGHT

PHELPS is typing at his keyboard and jamming the enter button
but gets no response.

			PHELPS
	I donít have it -- I donít have
	control!

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACKíS face pales.  He looks up, above him, at the
approaching ceiling.

			JACK
	Uh -- then I have a problem.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN pulls out the now-programmed disk from the computer,
slips it in his jacket pocket and heads for the door.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK looks up through his Visco glasses at the approaching
roof, covered with spikes.

EXT. EMBASSY - NIGHT

Through the monitor, ETHAN sees JACKíS P.O.V. of the roof of
the building approaching.  Fast.

			ETHAN
	Cut the power.  Cut the power Jack.  Do
	you hear me.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

On top of the elevator, JACK has ripped open the control
panel again and is frantically trying to adjust wires to get
the thing to stop.

He swears, his fingers fumble, he works faster and faster.
He looks up.  The roof of the building is nearly upon him.

			ETHAN (O.S.)
	Come on, Jack, come on.

JACK looks up again, he cringes, he covers his head with his
hands, he SCREAMS --

--and heís crushed to death against the roof.

EXT. EMBASSY - NIGHT

ETHAN is staring at the static on the monitor that once was
JACKíS signal.

			ETHAN
	Jack.  Jack.

He closes his eyes, knowing what that means.

INT. SAFE HOUSE - NIGHT

PHELPS also sees the static.

			PHELPS
	Man down.  Stay where you are.  Iím on my
	way.

He gets up and races out of the apartment.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN, who now has the disk, jabs again and again at the
elevator button but it wonít even light up.  He studies the
elevator doors and jumps into the shaft, just as ETHAN and
SARAH did moments before.

He hits the floor of the elevator shaft and exits the small
door at the shaftís base.

EXT. PRAGUE SAFE HOUSE - NIGHT

PHELPS hurries towards the bridge.

			PHELPS
	En route.

EXT. CHARLES BRIDGE - NIGHT

PHELPS dashes onto the Charles Bridge and heads across the
river, toward the Embassy.  He throws a look back, over his
shoulder.  Paranoiaís setting in.

EXT. EMBASSY (AS SEEN FROM CHARLES BRIDGE) - NIGHT

Outside the Embassy, GOLITSYN escapes, pushing through the
service area door and racing past a DRUNKEN COUPLE who are in
the midst of a loverís quarrel, in Russian.

Pan past the embankment and onto the bridge where PHELPS is
still racing to meet ETHAN.  But he stops suddenly, as if
hearing something and looks behind him, at the deepening
gloom.

EXT. EMBASSY - NIGHT

ETHAN and SARAH hear PHELPíS voice over the monitor.

			SARAH
	The package is in the open.

			ETHAN
	Jim.  Jim.  Heís in the open.

			PHELPS (O.S.)
	Iíve got a shadow.

			ETHAN
	Can you lose him?

			PHELPS (O.S.)
	No.  Abort.

Over ETHANís shoulder, SARAH sees GOLITSYN getting away.  Fog
starts to roll over the river towards the bridge.

			SARAH
	Ethan.  Heís out of pocket.

			ETHAN
		(to Phelps)
	Jim we canít.

			PHELPS (O.S.)
	Abort.  Thatís an order.

			ETHAN
	Negative, Golitsynís on the move.

INT. GETAWAY CAR - NIGHT

Seated in the getaway car, CLAIRE listens to JIM and ETHAN
argue.

			PHELPS (O.S.)
	No, damn it, no, I said ABORT!

EXT. EMBASSY - NIGHT

Outside the Embassy, SARAH and ETHAN argue.

			ETHAN
	Sarah eye on the package.  Jim, Iím
	coming to you.

			SARAH
	Jim gave an abort, we should walk
	away.

			ETHAN
	No, weíre going to recover the disk,
	understand?!  Now move!

ETHAN takes off for the bridge, leaving SARAH to shadow
GOLITSYN.

EXT. PARKING AREA - NIGHT

HANNAH hurries toward the getaway vehicle.

EXT. RESIDENTIAL STREET - NIGHT

ETHAN moves to the bridge stairs.

			PHELPS (O.S.)
	Where are you?

			ETHAN
	About two hundred yards from the bridge.

			PHELPS (O.S.)
	Theyíre covering this frequency, Ethan.
	Cut all radio communications.  Repeat.
	Cut all radio communications.

ETHAN continues to run toward the stairs to the bridge.  Past
CLAIRE who sits in the getaway car.  He looks on his monitor
and again sees PHELPSí POV.  Only ominous silence.  Phelps is
looking back over his shoulder.  The bridge is deserted.

EXT. EMBANKMENT - NIGHT

SARAH follows GOLITSYN as he hurries toward the shore, where
a cobblestone promenade runs along the river.  He disappears
into the fog at the edge of the river.

EXT. STAIRS TO BRIDGE - NIGHT

ETHAN checks his monitor again.

THE MONITOR

PHELPSí point of view changes radically as his head swivels
on the darkened bridge.  He whirls again, looking over his
shoulder and this time the barrel of a gun is visible,
pointing at him and before PHELPS has a chance to react a
GUNSHOT CRACKLES over the monitor.

The point of view goes crazy for a moment, then over and down
to a bloody hole in his own chest.

His head rocks again, then goes over the side of the bridge
and makes the long, hard fall into the river below.

EXT. STAIRS TO BRIDGE - NIGHT

ETHANís face goes white with shock.

			ETHAN
	JIM!

EXT. CHARLES BRIDGE - NIGHT

He races up the rest of the stairs to the bridge but thereís
no sign of PHELPS.

ETHAN runs to the railing and looks down into the river but
sees only dark, choppy waters below, now becoming
obscured in the gathering fog.

He turns and looks to the embankment.  He can faintly see
GOLITSYN, hurrying along the promenade.  ETHAN gives chase.

EXT. PARKING AREA - NIGHT

ETHAN runs towards the getaway car, reaching a vantage point
on the top of the stairs, he can see CLAIREíS outline,
visible in the driverís seat.  But as he descends the stairs
--

--the car explodes and bursts into flames.

The force of the blast knocks ETHAN back.

			ETHAN
	CLAIRE!

He watches the burning car in stunned silence for a moment, a
stunned CROWD starts to gather.

Remembering SARAH, he rushes down the stairs towards the
embankment.

EXT. EMBANKMENT - NIGHT

SARAH comes out of the fog near the riverbank and sees
GOLITSYN again, slowing down.  A MAN comes out of the fog an
seems to ask GOLITSYN for a light.

SARAH draws closer.  Behind her, the DRUNKEN COUPLE seems to
be hanging with her for some reason.

EXT. STAIRS FROM BRIDGE - NIGHT

ETHAN continues towards the embankment.

EXT. EMBANKMENT - NIGHT

SARAH is almost to GOLITSYN.  Suddenly, the MAN in front of
GOLITSYN pulls him towards him.  Sensing something wrong,
SARAH quickens her pace.  The MAN is now hunched over
GOLITSYN, facing away from SARAH, going through GOLITSYNís
pockets.

The figure finds what itís looking for -- the disk -- and
takes it.  SARAH comes closer --

-- and the figure whirls.  It brings a knife up sharply,
plunges it into her chest and slinks away out of sight.

ANGLE

ETHAN races around the corner onto the embankment.  He bursts
out of the fog, just in time to see SARAH fall to her knees,
over GOLITSYNís body.  ETHAN sees the knife in her chest and
GASPS.

He pulls the knife out of SARAH, who is close to death.  He
looks at it -- it is a black Teflon knife with a serrated
edge.

BEHIND ETHAN

The DRUNKEN COUPLE seem drunk no more.  In fact, theyíre
watching ETHAN.  Through the fog and night, they see him
leaning over SARAH, holding the knife in his hands.

AT THE BODIES

SARAH goes still.  ETHAN lays her down, turns the other body
over and sees that it is GOLITSYN.  He quickly begins
rummaging through his pockets.

ETHAN hear police sirens and sees...

ANGLE

A Prague police boat, SIREN wailing, arrives at the dock in
front of the Embassy.  The DRUNKEN MAN and WOMAN stop
suddenly.

As THREE POLICE leap off the boat and race toward the
explosion, ETHAN leaps over the gate and races up the alley
and out of sight.

EXT. STREET -- PHONE BOOTH - NIGHT

ETHAN unscrews the mouthpiece of a payphone receiver.  Heís
holding a flat piece of metal with six prongs on it, a
modernist cockroach.  He CLICKS the cockroach into the guts
of the phoneís wiring, piercing it with its little prongs.

He screws the mouthpiece back on, holds the phoneís tongue
down for a second, releases it and listens.  He has a dial
tone.  Now he punches in a fourteen digit number he knows by
heart.

After a moment, a FLAT VOICE comes on the other side.

			FLAT VOICE (O.S.)
	Satcom seven.

			ETHAN
	Central Europe.  Unsecured.

			FLAT VOICE (O.S.)
	Designator?

			ETHAN
	Bravo Echo one one.

			FLAT VOICE (O.S.)
	Switching.

There is a long pause and then familiar voice comes on the
line.

			KITTRIDGE (O.S.)
	This is Kittridge.

			ETHAN
	Go secure.

Pause.  A funny series of CLICKS comes over the line.

			KITTRIDGE (O.S.)
	Go ahead.

			ETHAN
	Theyíre dead.

			KITTRIDGE (O.S.)
	Whoís dead?

			ETHAN
	My team.  Claire, Jack, even Jim -
	- Hannah, maybe, I -- donít know

			KITTRIDGE (O.S.)
	Are you damaged?

			ETHAN
	They knew we were coming.  Golitsynís
	dead too.  The disk is gone.

			KITTRIDGE (O.S.)
	Are you intact?

			ETHAN
	Do you read me?  The list is in the open!

			KITTRIDGE (O.S.)
	Let's just bring you in safely, and then
	we'll worry about that, okay?  Were you
	followed?

ETHAN closes his eyes.  KITTRIDGEíS voice is strong and
reassuring and he needs that right now.

			ETHAN
	I donít think so.

			KITTRIDGE (O.S.)
	Donít think, be sure.  Are you clean?

			ETHAN
	Yes.

			KITTRIDGE (O.S.)
	Location green.  One hour.  Iíll be there
	myself.

			ETHAN
	Youíre in Prague?

			KITTRIDGE (O.S.)
	Heard a lot about you, Hunt.  Donít
	disappoint me.

			ETHAN
	No sir.

			KITTRIDGE (O.S.)
	One hour.

He hangs up.  ETHAN does the same.  He stares at the phone
for a moment, thinking.  He checks his watch.

EXT. STREET - NIGHT

ETHAN steps out of the phone booth and starts down the
street.  Every face seems to be starring at him now, every
sound is menacing.  He pulls his coat in tight, shoves his
hands in his pockets and walks among the crowd.

EXT. OLD TOWN SQUARE - NIGHT

ETHAN makes his way past the old town clock, a towering,
gothic structure and into a plaza, surrounded mostly by
residential buildings.

ETHANíS POV

Straight across from him is a glass enclosed restaurant built
on the portico of an old palace.

Brilliantly lit up from inside, the restaurant positively
shimmers, every table visible from everywhere in the plaza.

INT. RESTAURANT - NIGHT

ETHAN'S POV

ETHAN walks in the glass front doors, right next to an
enormous fish tank, part of the restaurant's exterior wall.
He scans the clientele carefully -- maybe a dozen PATRONS are
scattered around.

EUGENE KITTRIDGE is seated at a table in the middle. He and
ETHAN make eye contact.  ETHAN walks to the table, a couple
of quick, seemingly cursory glances around the room as he
goes.  KITTRIDGE has been working on a pretty good-sized
lobster.  He rises to greet ETHAN and they sit.

			KITTRIDGE
	I can't tell you how sorry I am.  I know
	how much Jim in particular meant to you,
	Ethan.  Personally as well as professionally.

			ETHAN
	Yeah.

He spots a stack of documents on the table.

ETHAN picks them up.  There's a Canadian picture bearing
ETHAN photo and the name Phillipe Doucette, credit cards,
driver's license, etc.

			KITTRIDGE
	Passport, visas - you know the drill.
	We'll work the exfiltration thru Canada,
	debrief you at Langley.  Throw the Prague
	police a bone, you know toss them a few
	suspects.  Follow me?

			ETHAN
	Yeah.  I follow you.

			KITTRIDGE
	We've lost enough agents for one night.

			ETHAN
	You mean I've lost enough agents for one
	night.

KITTRIDGE seems to be at the point of saying one thing, then,
carefully:

			KITTRIDGE
	You seem hell bent on blaming yourself,
	Ethan.

			ETHAN
	Who else is left?

			KITTRIDGE
	Yes.  I see your point.

			ETHAN
	Why was there another team?

			KITTRIDGE
	What?

			ETHAN
	Of IMF agents.  At the Embassy.  Tonight.

			KITTRIDGE
	I don't quite follow you.

			ETHAN
	Let's see if you can follow me around
	this room.
		(eyes moving around the room)
	The drunk Russians on the embankment at 7
	and 8 o'clock...The couple waltzing
	around me at the Embassy at 9 and 11.
	The waiter behind Hannah at the top of
	the staircase - Bowtie, 12 o'clock. The
	other IMF team.  You're worried about me.
	Why?

			KITTRIDGE
		(a tight little smile)
	You're right.  Maybe this'll save some
	time.

The figures around the room have grown restless.  KITTRIDGE
tries to indicate that it's okay. He pulls some papers out
of his jacket.

			KITTRIDGE (CONT'D)
	For a little over two years now we've
	been spotting serious blowback in IMF
	operations.  We have a penetration.  The
	other day we decoded a message on the
	Internet from a Czech we know as "Max."

			ETHAN
	The arms dealer.

			KITTRIDGE
	That's right.  Max, it seems, has two
	unique gifts -- a capacity for anonymity
	and for corrupting susceptible agents.
	This time he's gotten to someone on the
	inside - he's put himself in a position
	to buy our NOC list. An operation he
	referred to as "Job 314".  The job he
	thought Golitsyn was doing tonight.

			ETHAN
	But the list Golitsyn stole was a decoy.

			KITTRIDGE
	Correct the actual list is safe at
	Langley.  "Golitsyn" was a lightning rod,
	one of ours.

			ETHAN
	This whole operation was a molehunt.

			KITTRIDGE
	Yes, the mole's deep inside. And -- like
	you said.  You survived.

ETHAN stares at him levelly.

			KITTRIDGE (CONT'D)
	I want to show you something, Ethan.

He now shoves the papers across the table.  They're xeroxed
copies of a Wisconsin bank account in the name of DONALD and
MARGARET ETHAN HUNT.  It shows a balance of $127, 000.

			KITTRIDGE (CONT'D)
	Since your father's death, your family's
	farm has been in sub-chapter S and now,
	suddenly, they're flush with over a
	hundred and twenty grand in the bank.
	Dad's illness was supposed to have wiped
	out the bank account -- dying slowly in
	America after all, can be a very
	expensive proposition Ethan.  So, why
	don't we go quietly out of here onto the
	plane...

			ETHAN
	How about if we just go quietly into the
	bathroom and I wash your mouth out with
	soap - you pathetic button down
	bureaucratic asshole.

			KITTRIDGE (CONT'D)
	Ethan, I can understand you're very
	upset.

			ETHAN
	Kitteridge, you've never seen me very
	upset.

ETHAN takes something from his jacket pocket.  While
KITTRIDGE talks, ETHAN unwraps whatever is in his hand.

			KITTRIDGE
	All right, enough is  enough Hunt. You've
	bribed, cajoled, killed - and relied on
	intimate loyalties to get away with it.
	You're determined to shake hands with the
	devil and I'm going to make sure you do
	it in hell.

We see what ETHAN holds in his hand -- it's the piece of
bubble gum, half red, half green. He squeezes the gum,
mushing the two sides together.

ETHAN lashes out, swatting KITTRIDGE'S glass of wine off the
table in one quick motion.  As he does, he hurls the piece of
gum.

Diners look up, startled at the sound of the breaking wine
glass.  KITTRIDGE follows the trajectory of the glass --

-- and sees the piece of gum, stuck to the tank. His eyes
widen.  KA BOOM!

The tiny piece of plastique explodes, SHATTERING the fish
tank.  A hundred gallons of water flow over the MAN and
WOMAN, knocking them to the ground.

At the same time, ETHAN bolts for the door.

EXT. OLD TOWN SQUARE - NIGHT

ETHAN races out of the restaurant and takes off, into the
deserted square.

EXT. SAFE HOUSE - ENTRYWAY - NIGHT

Silence.  ETHAN enters the darkened entry.

INT. SAFE HOUSE STAIRWELL - NIGHT

ETHAN glances up at the stairwell.  Naked light bulbs
illuminate the way up.  He slips off his jacket and shirt,
then puts his jacket back on.

INT. SAFE HOUSE STAIRWELL - MOMENTS LATER - NIGHT

ETHAN unscrews a bulb.  He crushes the bulb in his shirt and
scatters the glass fragments on the steps.  He climbs to the
next bulb.

INT. SAFE HOUSE - DOORWAY - NIGHT

At the now-darkened door to the apartment, there's the soft
sound of another bulb being POPPED in cloth, glass fragments
dropping and ETHAN'S at the door.

INT. SAFE HOUSE - NIGHT

In the darkened safe house, ETHAN goes to a vase with
flowers, picks it up and unscrews the bottom, retrieving a
Sig Sauer automatic. He moves through the rooms, checking
them as he goes.

INT. SAFE HOUSE BATHROOM - NIGHT

ETHAN checks the shower, then goes to his shaving kit,
pulling out a shaving cream can and a hairspray can.  He
unscrews the bottoms, retrieving cash in various
denominations from various countries and a couple of
passports.

As he pockets them, he catches sight of himself in the
mirror.  He's a mess.  He splashes water on his face.

INT. SAFE HOUSE KITCHEN - NIGHT

ETHAN greedily tears the cap off a bottle of mineral water
and proceeds to guzzle it as if he was dying of thirst.

INT. SAFE HOUSE - NIGHT

He comes back into the living room. Still drinking, he
notices flickering lights on the other side of the room, the
static from the four monitors PHELPS was watching.  One by
one, he switches them off.

THE LAPTOP

JACK had been using lies closed at his abandoned desk.  ETHAN
wakes it up.

The computer emits a DIAL TONE, then STATIC as it hits its
connection.  It prompts ETHAN along:

	SELECT USENET GROUP

ETHAN TYPES IN

	job 314

			ETHAN
	Job.  Job 3:14.  March fourteen.  Job 31
	March.

The computer replies:

	SEARCHING STRING NOT FOUND

ETHAN tries again:

	max.com

The answer:

	SEARCH STRING NOT FOUND

He tries a few more, quickly -- "job," "jobs," "joblist.com,"
but nothing comes up.  He tries something else -- "scroll
usenet groups."

The computer scrolls names of bulletin boards at a dizzying
speed, by the hundreds.  That's not going anywhere.

ETHAN pauses, slaking his bottomless thirst and trying to
figure out what permutation of "job 314" he should add to the
others on his computer screen.  He MUMBLES.

			ETHAN
	Job three fourteen.  Job --
		(a realization,
		the Biblical pronunciation)
	It's Job!

He rummages around on the desk, checks the bookshelf and
finds a Gideon Bible.  He turns to Job 3:14 and reads the
Bible passage "Kings and Counsellors..."

He thinks for another moment, then punches back into the
Internet and under the command "Select Usenet Group" he
types:

	BIBLE

The computer replies:

	126 ENTRIES FOUND, SPECIFY GROUP

ETHAN:

	BOOK OF JOB

The computer presents a multi-colored screen of religious
icons and artwork with an accompanying message:

	WELCOME TO THE BOOK OF JOB DISCUSSION
	GROUP.  WHICH CHAPTER AND VERSE DO
	YOU WISH TO POST YOUR ENTRY UNDER?

ETHAN types his answer "Job 3:14" and the screen presents a
"stickie" for him to write his message on.  He does:

			ETHAN
	Max -- Goods tainted.  Consider extremely
	hazardous.  DO NOT USE.  Fate will be
	that of kings and counsellors who built
	for themselves palaces now lying in
	ruins.  Must meet to discuss a.s.a.p.

ANGLE

A rhythmic CRUNCHING sound and from the darkness on the other
side of the room, PHELPS staggers toward him, wet and muddy,
his middle a hopelessly bloody mess.  He looks like he's
dying on his feet.  ETHAN freezes, appalled.

			PHELPS
	Ethan, what are you doing?

ETHAN tries to speak but nothing will come out.

			PHELPS (CONT'D)
	I needed you, Ethan. 1 needed you on the
	bridge, and -- you weren't there.  Ethan?
	Ethan?

ETHAN reaches out to grab PHELPS but can't seem to touch him.
PHELPS suddenly vanishes into thin air, ETHAN awakens from
the dream and finds himself leaping to his feet, gun cocked
and pointed at --

ANGLE

It's CLAIRE.

			ETHAN
	What are you doing here?!

CLAIRE freezes, her hands half-raised.

			CLAIRE
		(carefully)
	Ethan -- Ethan, it's okay.  It's Claire.
	Ethan what's wrong with you?

			ETHAN
	Don't move.

Her right hand has moved a fraction.  She freezes again.

			ETHAN
	You were in the car!

			CLAIRE
	I wasn't.  I heard that Jim was in
	trouble on the radio.  He said someone
	was...

			ETHAN
	Shut up!  I saw you.  You were in the
	car.

			CLAIRE
	No, I got out of the car and I ran to the
	bridge.

			ETHAN
	Don't give me that!  I was on the bridge.

			CLAIRE
	What happened to Jim?

			ETHAN
	There was nobody on the bridge.

			CLAIRE
	What happened to Jim?

Ethan grabs her wrists, shouting.

			ETHAN
	Dead.  Dead.  Dead!  Wake up, Claire!
	Jim's dead, they're dead.  They're all
	dead!

ETHAN releases her wrists.

			CLAIRE
		(mumbling)
	They're dead.  Jim's dead.

			ETHAN
	Take off your coat.

			CLAIRE
	What?

			ETHAN
	Take off your God damn coat!

He grabs a sleeve and literally tears the coat off her, half-
spinning her around.  The coat hits the floor like a dead
body.  CLAIRE'S instinctive move is to cover her chest.

CLAIRE begins to shiver.  ETHAN circles her, runs his hand
cursorily across her body.  It accentuates CLAIRE'S
shivering.

			ETHAN (CONT'D)
	Where were you?

			CLAIRE
	I walked away.  He said abort.  He was
	gone so I walked away.

			ETHAN
	That was four hours ago!  Who sent you?
	Did they send you here?

			CLAIRE
		(slowly)
	Who is "they?"

			ETHAN
	Did they send you...Did they send you?

			CLAIRE
	Who is they, who is they?

ETHAN grabs her by the wrists.

			ETHAN
	Who sent you?!  Who sent you?

			CLAIRE
		(screaming)
	No one sent me!  We're supposed to be
	back here at four o'clock, four o'clock,
	if we abort, we don't return here until
	four o'clock, 0-four hundred, four am,
	four o'clock --!

She sags.  A moment.  Then the clock begins to chime -- BONG,
BONG, BONG, BONG.  In the wake of the bells' reverb, ETHAN
releases his grip on her wrists.

INT. SAFE HOUSE - LATER THE SAME NIGHT

ETHAN sits in front of the computer, staring blankly at it,
still waiting for a response.  CLAIRE sitting on the end of
the bed.  Dawn approaches, it's very, very quiet.

			CLAIRE
	Why haven't they brought us in yet?

			ETHAN
	I've been disavowed.  They think I killed
	Jim and everyone else.  Somehow a hundred
	thousand dollars found its way into my
	parents' bank account.  Kittridge assumes
	I'm a mole they've been tracing and I've
	been in the employ of an arms dealer,
	Max, for the last two years, to get him
	our NOC list.

A long moment while she stares at ETHAN's back.

			CLAIRE
	What are you going to do?

			ETHAN
	I'm going to get it for him.  Whoever the
	mole is, I think goes by the name of Job,
	at least part of the time. 1 can't find
	him, but if he knows 1 have the NOC list,
	he'll find me.

			CLAIRE
	Ethan, you're not making sense. Let me
	go in and talk to Kittridge. I'm going
	to tell him you had nothing to do...

			ETHAN
	Claire, Claire, Claire, if you're not
	dead, he's going to assume you're with
	me.

The computer blinks and makes a noise - ETHAN goes to it.

THE COMPUTER SCREEN

Blinking -- "MESSAGE WAITING."  ETHAN hurries over and clicks
on the message box.  The screen blinks and the message shows
up:

?	 JOB - CORNER OF NEKAZANKA AND PRlKOPY ONE P.M.

?	 BUY A PACKET OF DUNHILL

?	 AND ASK THE MAN SITTING ON THE BUS

?	 STOP BENCH FOR A MATCH

CLAIRE looks to ETHAN.

			CLAIRE
	The message is for Job.

			ETHAN
	I'm going to answer it.

EXT. STREET BY BANK/FLORENC BUS STOP - DAY

ETHAN arrives at the bus stop outside the Savoy Arcade. A
MAN in a black wind-breaker sits on the bench, his back to
ETHAN.

			ETHAN
	Excuse me, could I trouble you for a
	match?

Without turning, the MAN offers up a box of matches. As
ETHAN takes them, TWO MEN from behind take him by either arm
and escort him into a car which has just pulled up.

INT. CAR - DAY

ETHAN slides into the back seat, between the TWO MEN.
MATTHIAS, the man on the left, holds up a black hood.  He
extends it to ETHAN, who doesn't take it.

			MATTHIAS
	Would you remove your hat please?

			ETHAN
	Why?

			MATTHIAS
	You wish to meet Max?  This is the price
	of admission.

Reluctantly, Ethan pulls the hood over his head and the car
takes off.

INT. MAX'S APARTMENT - DAY

The black hood still on his head, ETHAN has trouble sitting
upright.  He's before a desk, in an apartment somewhere in
the city -- it's impossible to tell where, as the blinds are
drawn.  The place is roomy and lavishly furnished --
expensive Oriental rugs, well-chosen objects of art.

Somewhere down the block, a dog BARKS, steadily, every few
seconds. In the hallway outside the apartment door, someone
is VACUUMING.  MATTHIAS and the OTHER MAN are nearby.

			ETHAN
	I thought I was going to see Max.

			MATTHIAS
	You misunderstood.  No one sees Max.

			ETHAN
	Then what am I doing here?

			MATTHIAS
	Allowing Max to see you and hear what
	you've got to say.

			ETHAN
	I don't communicate very well through a
	shroud.

			MATTHIAS
	If Max doesn't like what you have to say,
	you'll be wearing that shroud
	indefinitely.

			ETHAN
	I'm willing to take the chance.

			MATTHIAS
	Very well.

MAX'S figure into frame.  MATTHIAS removes ETHAN's hood.
When it comes off ETHAN finds himself looking up at a tall
woman of indeterminate age.  She's handsome to the point of
severity.

			MAX
	Who are you and what are you doing here?

			ETHAN
	I need one hundred thousand dollars.

			MAX
	Really?  And you thought if you simply
	showed up I might give it to you?

			ETHAN
	Why not?  You gave Job a hundred and
	twenty five thousand.

			MAX
	The penny drops.  You are not Job.  Yes,
	Job is not given to quoting Scripture in
	his communications. And there was its
	tone -- aggressive but playful.  Job is
	not playful.  So you're something of a
	paradox.

			ETHAN
	That depends.

			MAX
	On what?

			ETHAN
	Whether you like a paradox.  I want a
	hundred and fifty thousand dollars.

			MAX
	It's quite out of the question.

			ETHAN
	The disk Job sold you is worthless.  It's
	bait, part of an internal molehunt.

			MAX
	And how might you know that?  Are you
	another Company man?

			ETHAN
	Like Job?

			MAX
	Ah, but, we're asking about you.

			ETHAN
	I'm NOC.  Was.  Now disavowed.

			MAX
	Why, may I ask?

			ETHAN
	That's the question I want to ask Job.

			MAX
	I don't know Job any more than he knows
	me.

			ETHAN
	Even so, I'm sure you could arrange an
	introduction.

			MAX
	Why should I?

			ETHAN
	Because I can deliver the actual NOC
	list.  The one you have is not only
	worthless, it's certain to be equipped
	with a homing device to pinpoint your
	exact location.

			MAX
	It's easy to say the disk is worthless
	when you say I can't look at the
	information and see if it's worthless.
	Not a tenable position, sir.

			ETHAN
	Okay, boot it up and in anywhere from
	thirty seconds to ten minutes you're
	gonna have Virginia farm boys hopping
	around you like jackrabbits.

			MAX
		(Pause.)
	Mm - Hmmm...

			ETHAN
	Tell you what.  How good's the RF scanner
	you used in the car?

			MAX
	Very good.

			ETHAN
	Okay, use it.  But I suggest pack up
	first.

ANGLE

MATTHIAS boots up.  There's a little musical noise and the
screen brightens.  The computer WHIRS and CLICKS and a
complex list of names, addresses, phone numbers and other
personal information scrolls by.  But Matthias is watching
the digital read-out on the RF scanner.

			MATTHIAS
	Twenty-six, twenty-seven.  So far so
	good.

			MAX
	That's not so good for you, my friend.

On the scanner, the digital read-out is now in the thirties.

			MATTHIAS
	Thirty-two and change.

			MAX
		(to Ethan)
	Doesn't mean it's a signal.  Could just
	be the hard drive heating up.

She looks from the scanner to ETHAN as if she's trying to
make up her mind about something.

			MATTHIAS
	Forty-four.  Forty-five.

			ETHAN
	I'd say you've got about two minutes.

MAX still doubts it. The OTHER MAN goes to the windows --

--nothing happens. He opens the French doors that lead out
onto a balcony.

EXT. MAX'S APARTMENT - BALCONY - DAY

The OTHER MAN comes out on the balcony.  Nothing out here but
a beautiful day.  He walks to the railing and looks down at
the street.

Down below, the dog that's still barking is tied to a street
sign.  WOOF.  WOOF.  WOOF.  Abruptly, it stops.

INT. MAX'S APARTMENT - DAY

Back inside:

			MATTHIAS
	Fifty-seven. Fifty-nine.

EXT. MAX'S APARTMENT

A pollution control van and a taxi arrive amidst other street
activity. KITTRIDGE and the FEMALE CZECH AGENT exit the taxi
as BARNES and TWO OTHER UNDERCOVER MALE IMF agents leave the
van.

INT. MAX'S BUILDING - LOBBY - DAY

Led by KITTRIDGE, the FIVE IMF AGENTS wearing Kevlar-lined
trenchcoats creep through the lobby of the building and hit
the stairs. They climb them silently.

INT. MAX'S BUILDING HALLWAY - DAY

A CLEANING WOMAN is vacuuming the hall carpeting when the
AGENTS come up the stairs, guns drawn. Her jaw drops and she
turns off the vacuum cleaner.

			FEMALE IMF
		(in czech)
	Switch it on.  Keep cleaning.

KITTRIDGE looks at her sharply and gestures.  She turns the
vacuum back on. They reach the door of a certain apartment
and --

INT. APARTMENT - DAY

-- KICK through it.  The AGENTS swarm into MAX'S apartment,
guns waving in all directions.  KITTRIDGE sweeps in between
them and takes command of the place --

--but there's nobody here.  TWO AGENTS race into the bedroom,
and just as quickly out again.

EXT. POWDER TOWER - TOP SHOT - DAY

MAX, ETHAN, MATTHIAS and the OTHER MAN move quickly across
the bridge that connects Max's apartment to the tower.

EXT. MAX'S APARTMENT BALCONY - DAY

KITTRIDGE kicks open the door to the balcony, comes outside,
and looks around.  Nobody in sight.

			KITTRIDGE
	GOD D-

INT. MAX'S CAR - ETHAN AND MAX - DAY

			MAX
	Oh dear, Gunther will never let me use
	one of his apartments again.
		(turns to Ethan)
	Phew, sorry I doubted you, dear boy.
	You're a good sport.  Do accept the
	compliment.

			ETHAN
	Thanks, Max.  Or is it Maxine?

INT. CAR - MOVING - DAY

			MAX
	I don't have to tell you what a comfort
	anonymity can be in my profession -- like
	a warm blanket.
		(abruptly)
	My deal with Job was subject to a
	successful boot scan.  Obviously it
	didn't pass muster.  Deal's off.

			ETHAN
	What was your deal with Job?

			MAX
	Six million dollars.  I'll give you the
	same.  But I want the complete list now,
	not just Eastern Europe.  I won't do this
	piecemeal, it's too dangerous.  I want
	the entire list, the true name of every
	non-official cover agent throughout the
	world.

			ETHAN
	Ten million.  Ten million in negotiable
	U.S. Treasury certificates, in bearer
	form, coupons attached.  And one more
	thing -- your personal assurance that Job
	will be at the exchange.

			MAX
	Done.  Bring it to me in London.  I want
	it by the end of the week.

			ETHAN
	How will you make sure Job will be there?

			MAX
	How will you make sure I'll have the list
	in three days?  It's been a delight.  Now
	where can I drop you dear boy?

			ETHAN
	I'm not being dropped anywhere without my
	money.

MAX manages to laugh without coughing.  Then, with an
admonishing forefinger:

			MAX
	I'm going to have to front you
	personally.  Don't lose that money
	without losing your life.

			ETHAN
	I wouldn't dream of it.

MAX settles back and regards ETHAN.  A theatrical sigh.  She
fancies this guy.

									CUT TO:

INT. MAX'S APARTMENT - DAY

KITTRIDGE waits on the balcony for his AGENTS to complete
their search.  HARRY BARNES, a middle-aged, gray suited,
somewhat gray-faced bureaucrat, comes to join Kittridge.

			KITTRIDGE
	The man's gone black, Barnes.  He's under
	until he decides to surface.

			BARNES
	Look we can use someone from the Embassy
	and we can get the local authorities
	involved. Close off his transportation.

			KITTRIDGE
	What can we do, Barnes?  Put a guy at the
	airport?  How many identities do you
	think Hunt has?  How many times has he
	slipped past custom, in how many
	countries?  These guys are trained to be
	ghosts.  We taught them how to do it, for
	Christ's sake!

			BARNES
	So what do you suggest?

			KITTRIDGE
	Let's not waste time chasing him.  Make
	him come to us.  Everybodyís got pressure
	points.  Find out something that's
	important to him personally and you
	squeeze.

									CUT TO:

INT. SAFE HOUSE - DAY

ETHAN enters the living room.  CLAIRE walks out of the
bedroom holding a gun.

ETHAN reaches into his jacket and holds up a hefty wad of
currency.

			CLAIRE
	Max made a deal with you?

			ETHAN
	I deliver the NOC list, Max delivers Job.

			CLAIRE
	We've got seventy-five rounds for your
	Glock 9, but only twenty for the Sig
	Sauer, one pair of Visco glasses with
	monitor, plenty of passports. You said
	it yourself -- if I'm not dead, I'm with
	you.

			ETHAN
	You're sure about this?

			CLAIRE
	Jim was my husband. I want to know who
	killed him. ( ALT ) I want to get the son
	of a bitch who did this.

			ETHAN
	We need help, and we don't have time.
	They have to be local.

			CLAIRE
	What kind of help?

INT. SAFE HOUSE - MOMENTS LATER - DAY

The KY57 crypto phone, a black box with an ordinary phone
receiver in the top, THUNKS down on the table.

ETHAN plugs the phone cable from his laptop into the back.
The green display on top of the KY57 dials a number and makes
a computer connection.

On the computer, the screen says:

	I.M.F. PERSONNEL DATABASE
	ENTER PASSWORD NOW

ETHAN types a password and the screen asks him for the

	CATEGORY?

He types in a single word.

	DISAVOWED

									DISSOLVE TO:

INT. TRAIN - STATEROOM - NIGHT

The word "disavowed" dissolves slowly over the stateroom of a
high speed train, where the newly assembled IM force has
gathered around a table -- KRIEGER, a dangerous-looking
Frenchman of forty or so, LUTHER STICKELL, a muscular, soft-
spoken American in his mid-thirties.  ETHAN, and CLAIRE.
LUTHER regards the others warily.

			ETHAN
	Simple game.  Four players.
		(points to Krieger)
	Exfil opens the pocket --
		(and to Luther)
	-- cyber ops lifts the wallet.

			KRIEGER
	Bank?

			ETHAN
	IMF mainframe.

			KRIEGER
		(after a moment)
	Where exactly is it?

			ETHAN
	In Langley.

			LUTHER
	In Langley?  The one in Virginia, Langley?

			KRIEGER
	Inside CIA headquarters at Langley.

ETHAN nods.  KRIEGER turns to CLAIRE.

			KRIEGER (CONT'D)
	Is he serious?

			CLAIRE
	Always.

			KRIEGER
	If we're going to Virginia, why don't we
	drop by Fort Knox?  I can fly a
	helicopter right in through the lobby and
	set it down inside the vault and it will
	be a hell of a lot easier than breaking
	into the God damn CIA.

			LUTHER
	What are we downloading?

			ETHAN
	Information.

			LUTHER
	What kind?

			ETHAN
	Profitable.

			CLAIRE
	Payment on delivery.

			LUTHER
	I don't know.  This I don't know.

			ETHAN
	This doesn't sound like the Luther
	Stickell I've heard of.  What'd they used
	to call you?  The Net Ranger?  Phineas
	Phreak?  The only man alive who actually
	hacked NATO Ghostcom.

			LUTHER
	There was never any physical evidence
	that I had anything to do with that..
	that..
		(correcting himself)
	With that exceptional piece of work.

			ETHAN
	You don't know what you're missing. This
	is the Mt. Everest of hacks.

			LUTHER
	You're all kidding yourselves. Even with
	top of the line crypto.  Cray access.
	STU 3's --

			CLAIRE
	Krieger can get it.
		(to Krieger)
	Right?

			KRIEGER
	May take a little time.

			ETHAN
	May take a little time. That's not what
	Claire tells me about you.

			LUTHER
	Thinking Machine laptops, I'm talking
	about the 686 prototypes -- with the
	artificial intelligence Risk chip --

ETHAN looks at KRIEGER.

			KRIEGER
	Twenty-four hours.

ETHAN looks back at LUTHER.  LUTHER thinks.

			LUTHER
	And I get to keep the equipment when
	we're done.

			ETHAN
	Luther, I guess you're all out of
	excuses.

			LUTHER
	I can't just hack my way inside.  There's
	no modem access to the mainframe, it's in
	a stand-alone.  I'd have to be physically
	at the terminal.

			ETHAN
	Luther, relax, it's worse than you think.
	The terminal's in black vault lock-down.

INT. CIA CORRIDOR/GUARD STATION - DAY

While ETHAN talks, we see what he's referring to:

A CIA ANALYST carrying a glass of iced tea and several file
folders walks down a long corridor in the headquarters
building.  He comes to an impressive guard station and rests
his chin on a strange-looking optometric device.

			ETHAN (V.O.)
	They missed nothing in that room.  Even
	the vents have laser nets over them.

Apparently the device approves and the ANALYST is buzzed into
a "RESTRICTED" area of the building.

INT. CIA COMPUTER ANTEROOM - DAY

The ANALYST reaches a curtained area. He shoves the curtain
aside and comes to a large, vaulted door.  He slides a card-
key into a slot, leaves it there and slides a second card-key
into the slot beneath it.

			ETHAN (V.O.)
	Inside, there are three countermeasure
	systems that can only be deactivated by
	authorized entry.  Which we won't have.

A panel next to the ANALYST says "INTRUSION COUNTERMEASURES
OFF."  The ANALYST next spins a three digit combination code,
CHUNKS the door open and steps into --

INT. CIA COMPUTER ROOM - DAY

-- the secured terminal room.  It's not large but it's
impressive.  A single terminal is bolted into the middle of
the floor and the glass and tile walls of the room overlook
computer storage towers.

			ETHAN (V.O.)
	The first system is sound-sensitive,
	anything above a whisper sets it off.
	The second system is on the floor and
	pressure-sensitive --

The ANALYST closes the vault door behind him and walks across
the room.  As he walks, the floor tiles light up under his
feet, turning off again when he lifts the weight from them.

			ETHAN (V.O.)
	--and the third detects any increase in
	temperature.  Even the body heat of an
	unauthorized person in the room will
	trigger it.

A thermometer on the wall shows the temperature is 72
degrees.  The ANALYST sets his glass down, boots up the
computer, and starts entering data from the file folders.

			ETHAN (V.O.)
	All three systems are state of the art.

The ANALYST turns and takes a sip of his iced tea.  A drop of
condensation runs down the glass and hits the floor. When it
makes contact, the floor panel lights up.

INT. TRAIN STATEROOM - NIGHT

The other team members gathered around the table look at
ETHAN skeptically.

			LUTHER
	And you really think we can do this.

INT. TRAIN CORRIDOR - NIGHT

The middle of the night and the train is dark. The team
members come out of the stateroom to go to bed -- KRIEGER
heads in one direction, ETHAN and CLAIRE in the other.

ETHAN stops.  His attention is drawn to the car ahead. There
is a window in the door to the car and he looks through it.

ETHAN'S P.O.V. THRU WINDOW (INT. BUSINESS CAR - NIGHT)

Ethan sees the business car, a plush space for busy
executives to get some work done on the train. There are
laptops, cellular phones, desks that fold out in front of
spacious seats.

A FEMALE EXECUTIVE, forty or so, is seated at one of the
desks, typing away into her laptop.

INT. TRAIN - CORRIDOR - NIGHT

ETHAN knocks on the compartment door.

			ETHAN
	May I come in?

			CLAIRE
		(wary but interested)
	Sure...

INT. TRAIN - CLAIREíS COMPARTMENT - NIGHT

ETHAN and CLAIRE enter, ETHAN closing the compartment door.
He pulls an envelope from his jacket and holds it out to her.
She takes it, waits.

			ETHAN
	It's cash. And a second passport. If
	anything goes wrong when we're inside, if
	you sense even the slightest deviation
	don't look over your shoulder, you walk
	away - you hear me? Just walk away.

			CLAIRE
	You don't think we're going to make it.

			ETHAN
	I didn't say that.

			CLAIRE
	You didn't have to.........

			ETHAN
	I just need you to be safe.

			CLAIRE
	What about you?

			ETHAN
	What about me - Jim called an abort - I
	didn't comply.  I lost the team. I just
	need you to be safe.

CLAIRE's coolness causes ETHAN to hesitate just enough to
take it in.

			CLAIRE
	I wish I'd never laid eyes on you..

And they're suddenly, violently in each others arms, kissing
and half-falling onto the converted bed.  She suddenly
resists.  He senses it and pulls away.

			ETHAN
	Sorry.

He rises and goes to the door.  He's got his hand on the knob
when CLAIRE wraps her arms around him from behind, turns him
to her and kisses him, deeply.  This time they sink slowly to
the bed.

									CUT TO:

EXT. CIA LANGLEY - DAY

Seen from the air, CIA headquarters is a sprawling complex,
two huge buildings surrounded by acres of parking lots hacked
out of a thick forest.

			LANGLEY

INT. COMMUNICATIONS ROOM - DAY

KITTRIDGE, BARNES, and their STAFF are hard at work,
photographs and biographical data of ETHAN on various
computer and television screens around the room.  KITTRIDGE
leans back in his chair, staring at the ceiling.

			BARNES
	What I want to know is how Hunt accessed
	the disavowed file, even after we cut off
	his authorization code.

			AGENT LOWDEN/AGENT
			MAREK
	He may have used Phelps' code. They were
	friends, and Phelps, was still valid for
	twenty-four hours.

			BARNES
	If that's the case, we need to implement
	a system to immediately deactivate an
	agent's code immediately...

KITTRIDGE brings his chair legs down on the floor with a
BANG.

			KITTRIDGE
	I can't believe what I'm listening to.
	Hunt just kicked us in the ass, you guys
	are standing here trying to figure out
	what kind of shoes he had on!  I don't
	care how he did it, I want to know why he
	did it!  Is he recruiting?  For what
	purpose?

From somewhere in the building, an ALARM sounds, not too loud
in here.

			AGENT PAT/AGENT
			LOWDEN
	Survival.

The alarm get louder as it goes off in another part of the
building.

			KITTRIDGE
	Too short sighted.  This guy's proactive,
	he initiates.  The question is what does
	he want now and where does he need to get
	it and Barnes what the hell is that
	noise?!

An AGENT is just coming in from the hallway.

			AGENT
	Fire alarm, Gene.

			KITTRIDGE
	Oh, for -- do we have to evacuate?

			BARNES
	That's S.O.P..

			KITTRIDGE
	S.O.P..

									CUT TO:

EXT. VIRGINIA TWO LANE HIGHWAY - DAY

SIRENS BLARING, three fire trucks race past an inconspicuous
gray van parked on the shoulder of a two lane highway.

INT. CIA LANGLEY LOBBY - DAY

Three FIREMEN stomp into the main lobby of the CIA
headquarters building.  ETHAN and KRIEGER are among them, in
firemen's jumpsuits, carrying packs of equipment.

ETHAN takes a breath as they cross to the GUARD's desk.  He
looks up, above him.

Etched into the top of one wall are the words "AND YE SHALL
KNOW THE TRUTH AND THE TRUTH SHALL MAKE YOU FREE."

They reach the GUARD.  ETHAN, who wears Visco glasses, elbows
to the front of the group and takes charge.

			ETHAN
		(to the Guard)
	We picked up alarms in sectors three,
	seven, and twelve.

The GUARD checks a screen in front of him.

			GUARD RICHARD
	Yeah.  That's what I've got too.

The FIREMEN look at each other.  Who is this guy?  But he
seems to know what he's talking about, so --

			ETHAN
		(to the Guard)
	What sector's the air conditioning?

			GUARD RANDALL
	Uh -- twenty-one, but there's no alarm in
	sector twenty-one.

			ETHAN
	I gotta go in there and shut it down!

			GUARD RANDALL
	Nobody goes into any sector where the
	alarm didn't go off.

			ETHAN
	Do you want to blow the fire through the
	whole building?

			GUARD RICHARD
		(reciting policy)
	Nobody goes into any sector where the
	alarm did not go off --

EXT. CIA LANGLEY - PARKING AREA - DAY

One fire truck is parked slightly behind the others in the
parking area of the headquarters building.  Second truck
roars past.  LUTHER watches it go.

INT. FIRE TRUCK - DAY

LUTHER is in the belly of the fire truck with a ton of
equipment -- three laptops, a bundle of phone cable, a mini-
dish antenna, a cellular phone, several thick phone company
manuals with names like "COSMOS" and "SWITCHED ACCESS
SERVICE."

One laptop serves as a Visco monitor, showing a video image
in which LUTHER watches ETHAN'S point of view of the stubborn
GUARD, who's finishing his sentence.

			GUARD
		(on screen)
	--and it did not go off in twenty-one!

LUTHER turns to a screen on another computer and searches
through a complex facilities menu.

			LUTHER
		(mouths)
	Twenty-one, twenty-one --

He finds what he's looking for and double clicks on it.  A
red box on his screen lights up --

INT. CIA LANGLEY - LOBBY - DAY

-- and the same red box lights up on the GUARD'S screen.
From in the distance, a new ALARM begins to wail.

			GUARD RANDALL
	Wait!  Hold it - it's on. Let's go.

			ETHAN
	Let's move!

ETHAN turns and looks at one of the FIREMEN behind them --
it's CLAIRE.  CLAIRE and KRIEGER follow ETHAN/GUARD to
corridor.

INT. CIA STORAGE ROOM - DAY

CLAIRE quickly slips out of her fireman's jumpsuit, revealing
a business suit underneath.  She clips an ID tag to her
breast pocket.

She pulls a piece of paper from her pocket, a computer
printout of a man's ID photo.  She stares at the face,
studying it.

INT. CIA CAFETERIA - DAY

CLAIRE, carrying a cup of coffee and a muffin, looks for a
spot among the tables in the cafeteria of the headquarters
building.

She sees a MAN sitting alone, reading a newspaper.  It's the
man whose picture she looked at in the storage room.  She
sits next to him.

He looks up and gives her an acknowledging half smile, then
goes back to his paper.

He turns to pick up the paper and in the moment he is facing
the other way, CLAIRE pulls out a small vial resembling a
perfume sampler.  She dumps the clear liquid contents into
his coffee.  He turns back and hands her part of the paper.
CLAIRE smiles.

COFFEE MAN drinks up.  CLAIRE stares at his shoulder
strangely.  He notices.

She reaches out and flicks something off his shoulder blade.

He smiles.  But she hasn't flicked something off his shoulder
blade, she's flicked something onto it -- a little piece of
shiny gray metallic tape.  CLAIRE leaves the table. COFFEE
MAN drinks up and leaves the table.

INT. FIRE TRUCK - DAY

LUTHER stares at another one of his laptops, this one with a
blueprint of the inside of the building.  A cursor begins to
flash in one of the rooms.  LUTHER smiles.

			LUTHER
	Hi there.

INT. CIA CORRIDOR/GUARD STATION - DAY

A GUARD carrying an MP5, a handheld machine gun, leads ETHAN
and KRIEGER to a heavy metal door marked SERVICE.

			GUARD
	Air conditioning's through here!

They turn a corner, walking directly past --

-- COFFEE MAN, who's coming the other way.  We stay with
COFFEE MAN.

INT. CIA LANGLEY - CORRIDORS - DAY

COFFEE MAN comes out of the cafeteria, walks down the
corridor. he goes to the restricted access door, taps the
control panel.

			CIA ANALYST
	William Donloe.

COFFEE MAN (ANALYST) walks past a GUARD desk and peers into
an optometric scanner and we suddenly remember where we've
seen COFFEE MAN before.  He's the TECHNICIAN who works at the
secured computer terminal.

INT. CIA - SERVICE AREA - DAY

ETHAN and KRIEGER in the service area - preparing.  ETHAN
putting the mask in a bag.

The GUARD returns.

			GUARD
	Where's the other guy?

The GUARD moves towards ETHAN, who kicks back at him, pushing
him back to KRIEGER, who zaps the GUARD on the back of the
neck.  He twitches and slumps to the ground, unconscious.
KRIEGER quickly grabs him around the neck.

ETHAN turns.  Holding the GUARD'S head with one hand, KRIEGER
pulls a stiletto from the sheath in the back of his belt with
the other.  He jabs it toward the base of the GUARD'S skull -

-- but ETHAN is on him in a flash.  He grabs KRIEGER's knife
arm shoving it up against the wall.  Staring into KRIEGER'S
face in warning.

			ETHAN
	Zero body count.

			KRIEGER
		(a threat)
	We'll see.

			ETHAN
	Time up.

ETHAN releases him and walks away.

INT. VERTICAL DUCT - DAY

The Guard is tied up, lying on the floor of the Service Area
Room.  ETHAN and KRIEGER are below the open vent into the
duct system.

The first climb is straight up.  KRIEGER cups his hands under
ETHAN'S foot and lifts him up into the duct as he starts to
climb.

INT. DUCT - DAY

ETHAN and KRIEGER crawl quickly through the ducts, moving
horizontally now.  They reach a juncture and turn right.

			ETHAN
	1 - 2 - 3 - Toast, toast.  Luther, I'm
	going in.  Don't disappoint me...Krieger,
	from here on in, absolute silence.

INT. DUCT - DAY

ETHAN and KRIEGER reach a ventilator shaft in the duct.  A
laser net protects the ventilator, red shafts of light cris-
crossing every which way.  ETHAN looks down, through the net.

He can see the computer room below and the top of the
TECHNICIAN'S head.

INT. DUCT - DAY

In the duct, ETHAN signals to KRIEGER, making a triangle of
his hands.  KRIEGER wriggles forward and hands him a multi-
sided, pyramid shaped glass object.

ETHAN raises the pyramid and intercepts a portion of one of
the laser net's beams. The pyramid glows and we realise what
it is -- a prism.

The laser beam now captive in the prism, ETHAN carefully
moves it out of the centre of the ventilator shaft and
directs it toward another prism, clearing a path through the
shaft.

INT. CIA - COMPUTER ROOM - DAY

Up in the ceiling above it, one of the screws starts to move
in the ventilator shaft, unscrewing.  When it appears ready
to drop out, a thin strip of metal snakes out from between
the bars of the shaft and edges up next to the screw.

The screw drops out of its hole but it doesn't drop to the
floor, it zips over and clings to the side of the metal strip
with a gentle CLICK, as to a magnet.

The screw is pulled up, through the shaft.  Now the whole
shaft moves, down, into the room, held by a hand.

It turns sideways and is pulled up, into the duct.

A rubber tube snakes down, through the hole, coming to a stop
near the thermostat, which says it's seventy-two degrees.  A
gentle WHOOSH is audible as frosty air blows through the
tube, cooling the room.

INT. CIA COMPUTER ROOM - DAY

The TECHNICIAN defaults the security systems outside the
terminal room.

INT. CIA - COMPUTER ROOM - DAY

It is eerily still in the locked-down computer room we saw
earlier.  No-one is there, there's not a sound but for the
gentle HUM of the computer as it waits to be put to use.

Now ETHAN's head descends slowly into the room, his hair
falling in front of him.

At first it seems he's just poking his head in for a look,
but he keeps coming and coming -- first his head, then
shoulders, then waist, then knees, and finally we see his
ankles and understand.

He is lowered to stop in front of the thermometer and
temperature read out on the computer.  Suddenly ETHAN is
lifted back up quickly to hang at ceiling height above the
computer as the ANALYST enters the room.

INT. CIA - COMPUTER ROOM - DAY

The TECHNICIAN crosses to the computer and sits down, a stack
of work to his right.

INT. CIA COMPUTER ROOM - DAY

The TECHNICIAN is working away at the computer.  He pauses
and wipes some sweat from his forehead.

INT. CIA COMPUTER ROOM - DAY

With a strange look on his face, the TECHNICIAN looks up.
It's almost as if he senses ETHAN above him but instead --

			TECHNICIAN
	Oh, God.

-- he vomits.

He reaches for the garbage can and upchucks again.  Puzzled,
sick and feeling another wave coming on, he drags himself to
his feet, hauls himself across the room and leaves.

INT. CIA - COMPUTER ANTEROOM - DAY

Even sick, the TECHNICIAN still thinks to re-activate the
alarm systems with a card-key.  They HUM back to life
efficiently, a light flashing:

	INTRUSION COUNTERMEASURES ON

INT. CIA COMPUTER ROOM - DAY

ETHAN descends again, slowly but steadily, until he is at the
same height as the computer terminal to hang horizontally in
front of the computer.

A heavy velcro strap binds his ankles together, secured by a
rope that leads up into the ventilator shaft and through the
set of pulleys.

INT. DUCT - DAY

KRIEGER holds the rope, his jaw clenched, sweat breaking out
on his forehead.

INT. CIA - COMPUTER ROOM - DAY

Unfortunately, he's three feet away from it.  He stretches
his arms but can't reach.

He blinks, unable to believe this.  He curls himself into a
situp and looks up, into the shaft.

INT. DUCT - DAY

KRIEGER sees the predicament.

INT. CIA - COMPUTER ROOM - DAY

ETHAN gestures to him, pointing to the floor.  Slowly,
KRIEGER drops him another few feet.  Now ETHAN's lower than
the terminal and still three feet away from it.

He closes his eyes, summoning his strength and does another
situp, bringing himself up right in front of the terminal.

INT. FIRE TRUCK - DAY

In the fire truck, LUTHER, who is watching on the Visco
monitor, turns his head upside down to get a look at what
ETHAN sees.

He cups his hands around the microphone of his headset and
begins to whisper.  We hear only the moist, airy sound of his
breath, not the words.

			LUTHER
	Type this password: AW96B6.  Return.  Go
	to the files menu, find the NOC list
	file.  Open "NOC List."  Put your
	diskette in.  Double click on the NOC
	list.

INT. CIA - COMPUTER ROOM - DAY

ETHAN's ear receiver WHISPERS ever-so-slightly.  He reaches
out, to the upside down keyboard, cranes his head to see it
and starts typing, softly.

The computer HUMS, activated.  ETHAN unbuttons his pocket,
withdraws a 3.5 disk and slides it gently into the floppy
drive.

The computer accepts it with a soft WHIR.  ETHAN winces, even
that soft sound is deafening in these circumstances.

But no alarms go off.

INT. FIRE TRUCK - DAY

LUTHER cranes his head again to see the computer terminal
through ETHAN's trembling viewpoint.  He WHISPERS more
commands.

			LUTHER
	Ok, good!  It's scrolling.  0K, now we're
	going to download.  Edit menu.  Select
	"copy to disc".  You're downloading.
	When it's all green it's done.

INT. CIA - COMPUTER ROOM - DAY

ETHAN types in the contends, presses enter and the screen
displays a comforting message:

	DOWNLOADING

INT. FIRE TRUCK - DAY

LUTHER'S eyes widen as he gets his first look, on the Visco
monitor, of the specific information they're downloading.
The NOC list.

			LUTHER
	Holy mother of God.

INT. DUCT - DAY

KRIEGER shakes with the strain of holding the rope.  His eyes
suddenly widen as he sees something next to him.

It's a rat.  KRIEGER stares. The rat stares back.  Neither
moves.  Puzzled by KRIEGER'S lack of response, the rat crawls
forward, inquisitive.

KRIEGER's eyes water, his nose twitches.  He's about to
sneeze.

INT. FIRE TRUCK - DAY

LUTHER pulls himself together and WHISPERS another command
into the microphone.

			LUTHER
	You've done it.  Eject it.

INT. CIA - COMPUTER ROOM - DAY

The 3.5 disk is ejected from the floppy drive.  ETHAN pockets
it and signals to be raised.

Slowly, his body starts to move up.  As it does, a bead of
sweat rolls down his nose, balling at the tip.

ETHAN ignores it.  But below him, he sees the floor tiles,
four of them lit up under the wheels of the chair at the
computer terminal.

His eyes widen as he realizes something --

--the drop of sweat falls --

--and he catches it with his right hand.

INT. CIA - MEN'S - DAY

CIA ANALYST crosses corridor from restricted access door to
bathroom.

A toilet FLUSHES, smashing the silence, and the TECHNICIAN
staggers out of the bathroom. He goes to the sink and throws
some water on his face. He's still unaware of the piece of
shiny metallic tape stuck to his shoulder blade.

He walks out of the bathroom, crosses corridor to door.

INT. FIRE TRUCK - DAY

On one of LUTHER'S laptops, the blinking cursor starts to
move down a corridor.  LUTHER speaks into his microphone.

			LUTHER
	He's rolling.  Get moving!

INT. CIA - COMPUTER ROOM - DAY

ETHAN is near the ceiling, but KRIEGER isn't pulling any
more.  ETHAN looks up at him, wide-eyed and gestures to pull
him up.  KRIEGER shakes his head no.

ETHAN gestures -- "WHAT?!"

INT. FIRE TRUCK - DAY

The cursor is halfway across the screen.

			LUTHER
	Get out of there -- get out of there --

INT. CIA - COMPUTER ROOM - DAY

ETHAN still dangles.  Holding the rope with one hand, KRIEGER
holds out his other, demanding something.  He wants the disk.

INT. CIA CORRIDOR/GUARD STATION - DAY

The TECHNICIAN makes his way back down the corridor, toward
the computer room.

INT. FIRE TRUCK - DAY

The blinking cursor is near the edge of the screen and LUTHER
is sweating.

			LUTHER
	He's at the vault - get moving!  1
	yellow, 2 yellows...Toast!

INT. CIA - COMPUTER ROOM - DAY

ETHAN, still hanging upside down, has refused.  KRIEGER
demands again.

INT. CORRIDOR/GUARD STATION - DAY

The TECHNICIAN passes through the optometric scanner.

INT. FIRE TRUCK - DAY

			LUTHER
	You're not moving!

INT. CIA - COMPUTER ROOM - DAY

ETHAN is hoisted up.

INT. FIRE TRUCK - DAY

			LUTHER
	Phew! (to himself) NOC list.

INT. CIA - COMPUTER ROOM - DAY

ETHAN has the diskette in his mouth.  KRIEGER leans down and
takes it.  He drops the knife.

			KRIEGER
	Merci.

			ETHAN
	We're not outta here yet.

INT. CIA - COMPUTER ANTEROOM - DAY

The TECHNICIAN deactivates the alarm systems, swings the
door open and comes back into the room.

He turns to close the door behind him and in so doing just
misses seeing ETHAN'S head as it is pulled back up into the
ceiling.

									CUT TO:

INT. DUCT - DAY

ETHAN throws smoke cannisters and he and KRIEGER crawl
frantically back through the duct, the way they came.

INT. CIA LANGLEY - LOBBY - DAY

CLAIRE walks quickly past the GUARDS in the reception area
and out of the building.

INT. CIA - COMPUTER ROOM - DAY

The TECHNICIAN enters the room and shuts the door.  He sees
the knife, picks it up, looks at it and then puts it down.
He resumes his work at the computer but when he punches up
his program, something prints out on his screen.  Its header:

	KEYSTROKE LOG -- FILE DOWNLOAD
	    11/18/95 9.58 AM

And it goes on.  The TECHNICIAN'S eyes widen in disbelief.
He spins back in his chair and reaches for the nearest
telephone.

INT. CIA - COMMUNICATIONS ROOM - DAY

In the communications room, tempers are running a little
high.  KITTRIDGE is on his feet, berating his staff.

			KITTRIDGE
	Think, for Christ's sake, you guys are
	mired in detail, open your minds, it's
	gotta be staring us in the face!  What
	does Ethan Hunt want?!

			BARNES
	Same thing he wanted in Prague!  Same
	thing he's always wanted!  The NOC list!

			KITTRIDGE
	Okay!

Now it's coming together in KITTRIDGE'S mind and a horrible
thought occurs to him.

			KITTRIDGE (CONT'D)
	And where is the list vulnerable?

There is nervous silence for a moment.  Behind KITTRIDGE, on
the other side of the room, the phone starts to ring.

An AGENT gets up to answer it as a creeping fear pervades the
room.

			KITTRIDGE (CONT'D)
		(joking)
	Other than here.

Nervous laughter goes around the table.  It fades.  On the
other side of the room, the AGENT who answered the phone
turns, receiver in hand, face ashen.

He holds the phone out to KITTRIDGE, terrified, the bearer of
extremely bad news.

They all turn slowly and look at him.  He holds the phone out
to KITTRIDGE, shaking slightly.

			AGENT
	It's for you.

			KITTRIDGE
	Kittridge, yup?

									CUT TO:

EXT. VIRGINIA ROAD - DAY

It may be a HUMAN SCREAM or it may be a SIREN'S WAIL but it
echoes over the forest as a lone fire truck ROARS away from
the headquarters building, making its escape.

INT. FIRE TRUCK - MOVING - DAY

LUTHER, KRIEGER, CLAIRE and ETHAN, the victorious team, are
in the truck's cab.  They exchange looks of massive relief.
But no one speaks.  LUTHER, in particular, looks heavily
troubled by what they've just done.

ETHAN looks at CLAIRE, who is jammed into the seat next to
him.  She drops her head on his shoulder, exhausted.

KRIEGER, in the driver's seat literally and figuratively.

ETHAN just looks straight ahead and to CLAIRE.

									CUT TO:

INT. COMMUNICATIONS ROOM - DAY

The TECHNICIAN who discovered the theft of the list sits at
one end of the now-empty conference table in the
communications room.  KITTRIDGE sits in a chair beside,
staring gravely at him.

He gets up and walks to the door, where HARRY BARNES hovers.
KITTRIDGE lowers his voice, it's barely audible.

			KITTRIDGE (CONT'D)
		(to Barnes)
	You and I know about this -- and that's
	where it stops.  Understand?  It never happened.

			BARNES
	What about him...?

He gestures to the TECHNICIAN, who watches them anxiously.

			KITTRIDGE
	I want him manning a radar tower in
	Alaska by the end of the day.  Just mail
	him his clothes.

He leaves.  Barnes turns to the TECHNICIAN, who looks up at
him anxiously.

									CUT TO:

EXT. LONDON - NIGHT

Night. This street is a row of nondescript hotels, one after
the other, with anonymous names like "Hotel Pomeroy," "Hotel
Vincent," and "Hotel Berridge."

			LONDON

INT. LONDON SAFE HOUSE - NIGHT

This barely furnished flat is as nondescript as the row of
buildings it's in.  ETHAN hurriedly digs through an overnight
bag until he finds what he's looking for -- the now-battered
bible he's used to contact Max.  He flips through the pages
and crosses the room to his laptop, which is powered up and
waiting on the tiny desk.

LUTHER, alone in a chair across the room. is seriously
preoccupied.  KRIEGER is sprawled-on a ratty sofa, hoisting a
lager and watching CNN.

CLAIRE is at the window staring out, anxious.

KRIEGER glances over the back of the sofa at ETHAN.

			KRIEGER
	You contacting your buyer?
		(no answer)
	Ethan?

From the desk, ETHAN glances up.  Then goes back to the
computer.  KRIEGER continues to glare over the sofa back.

			KRIEGER (CONT'D)
	Ethan?  Oh, 'scuse me Mr. Hunt?

ETHAN ignores him, working.  His computer jams with static as
it connects to a BBS.  The screen blinks and displays the
familiar Bible group service through which he's contacted
Max.  When it asks him which chapter and verse for the
posting, ETHAN flicks through the Bible, looking for the next
code.  He  begins to type.

	MAX -- Now might be an excellent time
	to interpret Scripture face to face.
	Meet on TGV, noon tomorrow.  Take
	seat 27.  Bring our mutual friend
	Job.

KRIEGER suddenly appears over his shoulder and knocks bible
out of Ethan's hands to the floor.

			KRIEGER
	You're not going to any meeting without me.

			ETHAN
	My contact is extremely shy.

He goes back to the computer, his finger hovering over the
"ENTER" button.

LUTHER and CLAIRE watch this growing conflict closely. ETHAN
sighs and stands up.  KRIEGER pulls out the blue disk he took
from ETHAN in the computer room and waves it in front of him.

			KRIEGER
	I don't think you're in any position to
	give orders, do you?  Not while I'm
	holding this.

			CLAIRE
	Krieger.

			KRIEGER
	Stay out of this.
	OR
	Lachez - moi
	OR
	T'agueue

			ETHAN
	Don't you mean this?

He reaches into his briefcase and pulls out an identical
disk.  He puts it back in his jacket pocket.

KRIEGER stares for a second.

			KRIEGER
	That's not it.  That's not the list.

			ETHAN
	What's the matter, you don't know this
	trick?

He holds the jacket pocket wide open, for KRIEGER to look
into.  KRIEGER does.  The pocket is empty.

			ETHAN (CONT'D)
		(mock surprise)
	Where did it go?!  It's GONE!

ETHAN walks over to CLAIRE, reaches into the pocket of the
trousers she's wearing and pulls out the disk.

			ETHAN (CONT'D)
	But not too far!

He palms the disk in his right hand.

			ETHAN (CONT'D)
	I know what you're thinking, Krieger.
	You're thinking, back in the computer
	room -- I was up here -- he was down
	there -- .  He was carrying two discs.

While he talks, he rotates his hand, palm away from KRIEGER.
When he rotates it back, the disk is gone again.  He holds up
his left hand.  It's there now.

			ETHAN (CONT'D)
	So hard to keep track of these things.

ETHAN shows his hands -- now both are empty.

			KRIEGER
		(fuming)
	Where is it?

ETHAN pats his pockets, pretending to be frantic.

			ETHAN
	I thought you had it!  Do you actually
	think I'd let you have the NOC list?

KRIEGER just stares at him, shaken.  CLAIRE laughs.  KRIEGER
looks at her.  He turns completely red.  When he looks back
at ETHAN, ETHAN holds two disks -- one in each hand.

			KRIEGER
	Try any sleight-of-hand with my money and
	Iíll cut your throat.

He tosses his worthless disk into the trash can and storms
out, SLAMMING the door behind him.  ETHAN picks up the Bible
and sees Drake Hotel.

			CLAIRE
	I'm so sorry.  Krieger was my call.  I've
	never worked with him.  I'm sorry, Ethan.

			ETHAN
	We did what we had to do.

			CLAIRE
	I'm going to try and get some sleep.

She leaves, closing the door behind her, leaving ETHAN and
LUTHER alone.

ANGLE

ETHAN waits a moment, then casually walks to the trash can,
picks up the disk KRIEGER threw out and brushes it off
carefully.

He replaces it, in the trash, with the blue disk from his
jacket pocket.

			LUTHER
	Krieger did have the NOC list.

			ETHAN
	Now I want you to hold onto it.

			LUTHER
	What makes you trust me?

			ETHAN
	Because if you knew what you were getting
	into, you never would have done it.

			LUTHER
	I'm not letting this list get out in the
	open.

			ETHAN
	Exactly, that's your job.  Tomorrow on
	the train, you can't let this list get
	out into the open.  What's the range of
	this thing?

			LUTHER
	It's hard to tell.  I'm gonna have to be
	close.

			ETHAN
	I'll get you close.

Claire opens the door.

			CLAIRE
	Ethan I need to talk to you.

ETHAN follows CLAIRE into her room where she shows him the
television screen.

INSERT - SCREEN

On the screen, an anchor in the CNN news center.

			ANCHOR
	The unlikely setting...a farm in the
	heartland of America...the State of
	Wisconsin, where federal agents claim to
	have broken the brain trust behind an
	international drug ring.  For a report we
	go live now to CNN correspondent (Joe
	Jones) in the state capitol, Madison.
	(Joe)...?

CNN reporter speaks to camera, on the steps of a courthouse.

			REPORTER
	Authorities have identified the couple as
	Margaret Ethan Hunt and Donald Hunt.

BACK TO SCENE

ETHAN looks.  CLAIRE behind him.

INSERT - SCREEN

An OLDER COUPLE, mid-sixties, exit the doors and are led down
the steps of the courthouse in shackles.  The Reporter and
other news crews race up to the door.

			REPORTER
	Here they are now.

Camera follows the couple downstairs.  Police roughly pull
them away from the news crews.

BACK TO SCENE

INSERT - SCREEN

			REPORTER
	They were apprehended this morning by the
	DEA in a major sting operation for the
	illegal manufacture of the drug
	methcathinone, known on the street as
	"cat".

BACK TO SCENE

ETHAN

INSERT - SCREEN

			VOICE (O.S.)
	Similar to methamphetamines, cat is seen
	by officials as one of the most powerful
	and dangerous drugs in the world.  Some
	thirty-four cat labs have been seized so
	far, but the recently widowed Mrs. Hunt
	and her brother-in-law are believed to be
	involved in a global drug distribution
	network.

A public official exits the building.  The reporter and other
news crews charge up to him.

			REPORTER
	Mr. Fairchild, agent Fairchild, a comment
	please.

The image on the television changes to an interview with a
PUBLIC OFFICIAL who faces a bank of microphones.

			PUBLIC OFFICIAL
	I think it's sad, really.  Farmers,
	unless they're a conglomerate, are always
	operating on a paper-thin margin.  I'm
	afraid what we have here is a case of a
	naive and lonely widow with a lot of
	financial problems who chose to make
	money through illegal means.

			REPORTER
	That was John Fairchild, the DEA agent in
	charge of this investigation.  Officials
	tell me that international law
	enforcement agents are expected to arrive
	here later today to question the Hunts.
	This is Joe Jones, CNN, Love in Madison,
	Wisconsin.

BACK TO SCENE

			ETHAN
	Kittridge...

			CLAIRE
	Bastard!

ETHAN switches TV off and paces away from it.  His anger
erupts and he kicks the old filing cabinets, then picks up a
chair and throws it across the room so it smashes into the
wall.  CLAIRE tries to get hold of him, but he shakes her
away.

			ETHAN
	Don't...don't touch me...

CAMERA SWING PANS between them.

			CLAIRE
	What are you going to do?

			ETHAN
		(turns to her and gestures at TV)
	He's expecting my call.
		(strides to door)
	I'm going to the station...
		(o/s at door)
	And I'm going to call him.

EXT. LONDON SAFE HOUSE - RAIN - NIGHT

ETHAN comes out from a side street by Liverpool Street
Underground Station and crosses the road to the main station.
CLAIRE watches him from the window.

INT. LONDON TERMINUS RAILWAY STATION - NIGHT

ETHAN hurries down escalator.  CAMERA MOVES IN on him.  He
crosses to the TELEPHONE BOXES. He starts to dial a number.

									CUT TO:

INT. CIA - COMMUNICATIONS ROOM - NIGHT

A light flashes and a phone BUZZES.  KITTRIDGE in shirt and
tie, picks up.  BARNES and several other AGENTS are
monitoring newscasts and engaged in various activities
related to the Hunt case.

			KITTRIDGE
		(picking up)
	Kittridge.

			ETHAN (O.S.)
	I see you've been out visiting the folks.

			KITTRIDGE
		(covers receiver)
	It's Hunt.  What do you need for a
	pinpoint?
		(to Ethan)
	Been watching a little T.V., have you?

One of the technicians frantically scratches something on a
piece of foolscap and waves it at KITTRIDGE:  "80 SECONDS".

KITTRIDGE nods.

EXT. PHONE BOX - LONDON - NIGHT

			ETHAN
	Hauling Mom off to jail in shackles was
	an especially nice touch.

INT. CIA - COMMUNICATIONS ROOM - NIGHT

At the console, the number 44 flashes on the TECHNICIAN'S
screen.

			TECHNICIAN
	He's in England.

BARNES scratches England and 22 seconds on foolscap and waves
it.

			KITTRIDGE
		(covering receiver)
	Get MI5.

The TECHNICIAN opens another line on his console and begins
patching through to Whitehall.

			KITTRIDGE
	Ethan, I want to reassure you that my
	first order of business after you come in
	is to get these ridiculous charges
	against your family dropped and
	eliminated completely from their files.
	Come in now, we can plea down the charges
	against you as well.

The wall clock is thirty seconds and counting down.  The
TECHNICIAN is frantically signalling KITTRIDGE to keep
talking.  KITTRIDGE is momentarily stuck.  Fortunately:

			ETHAN (O.S.)
	Can I ask you something, Kittridge?

			KITTRIDGE
	Certainly Ethan.

INT. PHONE BOX - LONDON - NIGHT

			ETHAN
	If you're dealing with someone who's
	crushed, stabbed, shot and detonated five
	members of his own IMF team, how
	devastated do you think you're going to
	make him by marching Ma and Uncle Donald
	down to the county courthouse?

INT. CIA - COMMUNICATIONS ROOM - NIGHT

			KITTRIDGE
	I don't know, Ethan. Suppose you tell me?

Click.  ETHAN has hung up.  KITTRIDGE looks hopefully to the
TECHNICIAN who says:

			BARNES
	Lost him.  We needed three more seconds.

Surprisingly KITTRIDGE is not as upset as he is puzzled.

			KITTRIDGE
	He wanted us to know he was in London.

Clearly that's the question that KITTRIDGE is turning over in
his mind and he doesn't have a simple answer to it.

									CUT TO:

EXT. PHONE BOX - LONDON - NIGHT

Close Digital clock.  It reads 23.59.  Angle widens to show
ETHAN looking at it with grim satisfaction.  He opens the
door of the phone booth and almost SMACKS right into --

--the pale, weary, ghostlike figure of a man standing just
inches in front of him.  Startled, ETHAN looks up, but what
he sees shakes him to the core.

The man is JIM PHELPS.

ETHAN SHOUTS and almost falls back into the phone booth.
PHELPS leans against the door of the booth and smiles weakly.

			PHELPS
	You're a hard man to catch up with.

PHELPS falls towards ETHAN.  ETHAN tries to speak, but can't
even form words.

INT - RAILWAY STATION CAFE (DAY)

ETHAN and PHELPS opposite one another in a booth, PHELPS
looking clammy and listing to one side.  But the banter
seems friendly and very quick - two friends and close
colleagues able to follow one another's reasoning easily,
finishing each other's sentences:

			PHELPS
	..the next day I managed to drag myself
	to the safe house, must've just missed
	you..anyway, I checked our aliases.

			ETHAN
	- and picked us up in the States -

			PHELPS
	- but you left before I could get there
	and I could check just so many places..

			ETHAN
	Yeah, smaller countries don't computerize
	customs records -

			PHELPS
	- so I watched Europe. Once you showed
	up in England..it was easy.

			ETHAN
	You knew I liked the rentals at Liverpool
	Street.

			PHELPS
	Hey, I showed 'em to you!

			ETHAN
	I remember..

PHELPS smiles warmly, has to steady himself to maintain an
upright position.  He opens a medicine bottle and takes the
pain killers.

			ETHAN
	Jim, who do you think you're kidding?  A
	doctor's gotta look at that.  You can't
	sit up straight.

			PHELPS
	I can sit up straight.  I just can't..sit
	up straight very well.  It's not
	important!  I saw who shot me.  Ethan, I
	saw the mole.  It was Kittridge.
		(a fist into the table)
	Kittridge!

PHELPS grips the sides of the table.

			ETHAN
	Kitteridge.  Oh my god!  Kittridge is the
	mole?

			PHELPS
	Yeah.

			ETHAN
	How did Kittridge do it?..

EXT. CHARLES BRIDGE - FLASHBACK - NIGHT

A reprise of PHELPS'S narrative only now ETHAN'S telling it
and camera is showing the events as ETHAN sees they actually
happened.

			ETHAN VO
	- first he took care of Jack in the
	elevator -

At the Embassy PHELPS sends the elevator to the top of the
building, watching it go and crush Kiefer.

			ETHAN VO
	- he shot you on the bridge -

On the Charles bridge PHELPS using the Visco glasses aims the
gun toward them, fires, cants the glasses and tosses them
into the Vltava River.

			ETHAN VO
	- he must have had back up take out
	Golitsyn and Sarah at the fence..

There on the embankment, in the night and fog, it is KRIEGER
who takes out GOLITSYN and SARAH thru the fence..

			ETHAN VO
	How did he do Hannah?

Here it is CLAIRE with back to camera who presses the
detonator and turns dreamily to face it, the explosion
brilliant behind her...

			ETHAN VO
	No.  No.  He could've taken out Hannah
	himself.

PHELPS presses the remote detonator and the car blows..

OVER SHOULDER - PHELPS (INT. RAILWAY CAFE)

ETHAN looking intently at him.

			ETHAN
	Why, Jim?  Why?

Awkward moment.

			PHELPS
	..when you think about it, Ethan, it was
	inevitable..no more Cold War.  No more
	secrets you keep from everyone but
	yourself, operations you answer to no one
	but yourself.  Then one morning you wake
	up and find out the President of the
	United States is running the country -
	without your permission.  The son-of-a-
	bitch!  How dare he?  You realize itís
	over, youíre an obsolete piece of
	hardware not worth upgrading, youíve got
	a lousy marriage and sixty-two grand a
	year.  Kittridge, weíll go after that no
	good son-of-a-bitch, big time!

			ETHAN
	We donít have to, Jim.  Heíll come after
	us.

			PHELPS
	Whatís going to make him do that?

			ETHAN
	What he didnít get in Prague.  The NOC
	list.

			PHELPS
	Jesus, Ethan.  Good for you.

			ETHAN
	A meeting tomorrow on the TGV, enroute to
	Paris.

			PHELPS
	Tight security.  No guns.  Real plus.

			ETHAN
	If I supposedly deliver the NOC list to
	Max, Max has agreed to deliver Job to me.
	Iíll have Claire and Luther Stickell with
	me on the train.  Marcel Krieger will
	have helicopter transport waiting in
	Paris.

PHELPS looks away.  Seems badly shaken.

			ETHAN
	Jim...?

			PHELPS
	I was sitting in a cafe waiting for you
	and suddenly there she was, standing in
	the rain just outside the safe
	house..alive and beautiful..and thinking
	Iím dead and gone.  God knows what sheís
	had to do forget about me to keep going
	and get the job done, I..

PHELPS breaks off abruptly.  Apparently some inner struggle
over this threatens to overwhelm him.  Then, controlling it:

			PHELPS
	- no.  She canít know about me.  No one
	can.  Not til this is over.  Thereís too
	much at stake, Ethan.

			ETHAN
	Youíre probably right.

			PHELPS
	I usually am.

			ETHAN
	Once we leave the safehouse, get in there
	and crash.  Iíll call you from Paris.

			PHELPS
	You got it.

			ETHAN
	And get a doctor.

			PHELPS
	Good luck.

INT. LONDON SAFE HOUSE - CLAIREíS ROOM - NIGHT

The door to CLAIRE'S room in the safe house opens, throwing a
shaft of light over her form.  ETHAN creeps in and closes the
door behind him.

It is approximately one a.m. .  CLAIRE is huddled in the
corner.  ETHAN enters and stands looking at her.

			CLAIRE
	What happened?

			ETHAN
	  (walks towards her)
	I sent the message to Max.  Weíre on for
	tomorrow.

			CLAIRE
	Okay...

			ETHAN
	  (he steps towards her, stops)
	Is this the only way?

			CLAIRE
	Yes.......come here....viens pres moi...

She draws him down by his hand to kiss her.

He kisses her again, more fully.  She wraps an arm around him
and he holds onto the kiss.  The room appears to revolve
around them.

									CUT TO:

EXT. PRIVATE HELIPAD - DAY

Suddenly itís bright, broad daylight, so bright it hurts our
eyes.

KITTRIDGE and BARNES step off a military helicopter, blinking
at the sunlight and hurry down the steps.

TWO AGENTS immediately flank KITTRIDGE at the bottom and fall
into step alongside, ready to brief him.  One of them holds
out a small package with "for Job" written on it.

KITTRIDGE looks at him.  He rips it open.  A note inside
simply says:

		 TGV.  LONDON TERMINUS
			    Noon.

KITTRIDGE looks at his watch.  Itís ten to twelve.

As he reads the note, something else falls out of the
envelope and CLUNKS to the ground.

He bends over, picks it up, and looks at it.  Cradled in his
hand, we canít see what it is.  But to him, itís very
interesting.

He steps up his pace, headed for the car.

			KITTRIDGE
		(to the Agent)
	How long to the London Terminus?

			AGENT
	Twenty, twenty-five minutes.

			KITTRIDGE
	Youíve got ten.  Move!

INT. WATERLOO STATION PLATFORM - DAY

The sleek front power car, looking like the nose of an SST,
gets its 25,000 volt charge from the overhead catenary.

The rear power car gets its jolt.

The TGV starts to move, pulling out of the station.

INT. BUSINESS CAR - MOVING - DAY

The business car is similar to the one ETHAN saw on the first
train they look across Europe.  Itís crowded, maybe THIRTY
MEN and WOMEN in suits, most of them already immersed in work
on their laptops or talking on their cellular phones.

One such woman is MAX in her seat, number 27.  MATTHIAS and
the OTHER MAN, last seen dropping off ETHAN in Prague, sit
across from her, her laptop is on the table next to her, in
her briefcase.

			MAX
	How long until we reach the Chunnel?

			MATTHIAS
	Twenty minutes.

INT. REAR CAR - MOVING - DAY

A MAN puts a cellular phone and a radio/cassette machine on
the bunk-bed.  We only see his hands as he proceeds to take
the parts of a pistol out of the cassette machine and
assemble a wicked-looking pistol from the seemingly innocuous
electrical parts inside.

INT. BUSINESS CAR - MOVING - DAY

MAX is reading the Financial Times.  MATTHIAS is looking out
of the window.  A cellular phone rings inside MAXís briefcase
in front of MATTHIAS.  MATTHIAS takes the phone out.

			MATTHIAS
	Yes...
		(holds phone out for Max)
	Itís him.

			MAX
		(into phone)
	This wasnít what we discussed.

			ETHAN (O.S.)
		(on phone)
	My apologies Max.  Couldnít be helped.
	Thereís a piece of black cloth under your
	seat.  Tear it away and youíll find the
	disk.

MAX reaches down and does as instructed, finding the computer
disk as promised.  She hands it to Matthias who strips off
the velcro covering and slots it into the drive next to the
computer in the briefcase.  He boots it up quickly and turns
the briefcase containing the computer toward MAX for her to
see.

One half of the screen, with the heading "CRYPTONYM AND
OPERATIONAL SPECS" is already jammed with information.  The
blank second half of the screen acquires the title "TRUE
NAME," and information starts filling itself in rapidly --
names, addresses, identities.

As the two sides match up, a legend flashes:

	IDENTITY MATCH

			MAX
		(back into phone)
	Ha, dear boy!  I do hope this doesnít
	prelude a meeting in private.

			ETHAN (O.S.)
	It doesnít, dear girl.  as long as you
	tell me where the money is.

			MAX
	The possibility alone is worth ten
	million.  Baggage car, rack 3.  Silver
	briefcase.  Combination 314.

			ETHAN (O.S.)
	What about Job?

			MAX
	I wouldnít worry about him.  Once youíve
	got the money -- heíll find you.

INT. BUSINESS CAR - MOVING (ANOTHER ANGLE)

LUTHER, three rows behind in another seat, is at work on a
laptop of his own.  A mobile Nokia phone is beside it - red
light flashing.

INT. SECOND CLASS CAR - MOVING (ANOTHER ANGLE) - DAY

KITTRIDGE and BARNES move through the second class car.  They
turn around and start working their way back again.

At the front, CLAIRE is getting desperate.  A LARGE MAN
passes through the door behind her.

The LARGE MAN continues back, nearing KITTRIDGE and BARNES,
who are forced to step into empty seats on the side in order
to make room for him to pass.  As they move by him, their
vision is momentarily blocked --

-- and CLAIRE gets up to follow.

She follows to the rear of the car and she passes through the
door and out of the car, after KITTRIDGE and BARNES talk in
doorway.

			BARNES
	Only four more cars.

			KITTRIDGE
	And if we donít find him - weíll search
	the whole train again.

			BARNES
	Whatís Hunt doing on the TGV?

			KITTRIDGE
	High speed train.  No-one gets on.  No-
	one gets off.  High security.  Good place
	for a pass off to Max.

			BARNES
	But why tell us?

			KITTRIDGE
	Heís putting on a show, Barnes.

			BARNES
	What kind of show.

			KITTRIDGE
	I donít know.
		(looks at his wrist monitor)
	It didnít say on the tickets.

KITTRIDGE and BARNES go off back through the next coach.
CLAIRE follows into the same doorway and stops to speak into
her wristwatch to ETHAN:

			CLAIRE
	Ethan...Kittridge is on the train.

			ETHAN
	Kittridge is Job.  Max delivered.  How
	far is he from Luther?

			CLAIRE
	Two cars.  Where are you?

			ETHAN
	You are my eyes.  Stay with him.

She moves onto the next coach, going after KITTRIDGE and
BARNES.

INT. BUSINESS CAR - MOVING - (MAX) - DAY

On her computer screen in the business car, an ominous
message flashes.

	LIST COMPLETE

MAX dials a number on her cellular phone. She is calling Job.

			MAX
		(into phone)
	Heís in the baggage car.

			PHELPS (O/S)
		(assembling gun in sleeping
		compartment)
	Iíll be there.

MAX hangs up and hands the phone to MATTHIAS who slots it
into the briefcase next to the computer.  He dials a number
on the keyboard and pushes send.  The computer emits a DIAL
TONE.  Her computer flashes a message.

	MODEM DENIED

			MAX
	Whatís the problem.

			MATTHIAS
	Connection denied.

			MAX
	Try it again.

			MATTHIAS
	Itís not working.

			MAX
	Is something wrong with the phone?
	  (Pause as he tries the phone)
	Well is something wrong with the
	batteries?

			MATTHIAS
	I always check the batteries.

			MAX
	Run it through from the top.

INT. REAR CAR (SLEEPING COMPARTMENT) - MOVING - DAY

The MAN assembling the gun CLICKS the last piece, the
silencer, into place.

INT. CAR (NEXT TO MAXíS CAR) - MOVING - DAY

KITTRIDGE and BARNES looking - stop in doorway.

			BARNES
	Nothing but civilians, Gene.

			KITTRIDGE
	This is bullshit - we donít even know
	what Max looks like.

			BARNES
	Maybe we donít have to know what he looks
	like.  If heís got that list, heís going
	to want to check it.  We should be
	looking for laptops.

			KITTRIDGE
	Good idea.

INT. BUSINESS CAR - (LUTHER) - MOVING - DAY

LUTHER sees them coming.  He smacks the laptop shut and
positions his jamming phone on the table to point at Maxís
computer.  He gets up, taking his computer with him, headed
for the rear of the car.  A WAITER sees the phone and goes
after LUTHER with it.

			WAITER
	Excuse me, Sir, your telephone...

OTHER PASSENGERSí phones nearby go haywire.  LUTHER looks to
MAX.  Exits car.

INT. BUSINESS CAR - MOVING - (MAX) - DAY

Her dial tone finally hits the static of a computer
connection and the message on her screen changes:

	TRANSFER IN PROGRESS

			MATTHIAS
	Itís working.

			MAX
	Phew!  Weíve got five minutes...

INT. BUSINESS CAR - MOVING - DAY

LUTHER shuts himself in the bathroom.  The OTHER MAN follows
him, tries the door and waits his moment.  The OTHER MAN
bangs against the door.  LUTHER braces himself against the
door.

INT. ANOTHER CAR - MOVING - DAY

CLAIRE walking through.  She pauses to listen in her
earpiece.

			ETHAN (O/S)
	Iíve got the money.  Meet me in the
	baggage car.

She walks on.

INT. BUSINESS CAR - MOVING - DAY

KITTRIDGE and BARNES are looking at the people in the
Business Car behind MAX.  CLAIRE passes them by heading for
the last executive coach to get to Club and Baggage Car.  She
passes the OTHER MAN at the bathroom door.  He follows her.

			KITTRIDGE
	Get this door open.

KITTRIDGE and BARNES have seen CLAIRE go through MAXíS
Business Car and past the OTHER MAN at the bathroom door.
They follow, but suspect the locked bathroom door and stop
there to listen.

INT. LAST EXECUTIVE CAR - MOVING - DAY

CLAIRE moves swiftly through the last car (after MAXíS car).
up into the Club Car and opens the door leading to the
BAGGAGE CAR.  Goes in.  The door slams shut.

			KITTRIDGE
	Hello, Luther.  Whereís Hunt?

			LUTHER
	Mr. Kittridge, the NOC list is being
	modemed off the train.

			KITTRIDGE
	Where?

INT. REAR CAR - MOVING - DAY

CLAIRE enters a little breathless.  Spotting PHELPíS profile
in the darkened car.

			CLAIRE
	Ethanís right behind me.  Listen to me
	Jim.  Is it such a good idea to kill him?
	We take the money.  Ethan takes the
	blame.  No-one else has seen you alive.
	No-one will believe him.

			ETHAN
	Of course - Iím sorry to hear you say
	that Claire.

			CLAIRE
	Ethan?

			PHELPS
	Yes.  Ethan Hunt, darling.  Remember him?

Here PHELPS pulls out his assembled pistol.

			CLAIRE
	You knew about Jim?

			PHELPS
	Course he did.  Just exactly when he knew
	is something of a question.  Before or
	after I showed in London, mind telling
	me, Ethan?

			ETHAN
	Before London.  But after you took the
	Bible out of the Drake Hotel in Chicago.

			PHELPS
	They stamped it, didnít they?  Those damn
	Gideons.

PHELPíS watch alarm goes off.

			PHELPS
	Two minutes til Krieger shows.  Thisíll
	have to be quicker than Iíd like.
	Certainly quicker than youíd like.

			CLAIRE
	Ethan, if you knew about Jim?..Why..

			PHELPS
	Why the masquerade?  Why take the risk?
	Well, Claire, youíve asked the question
	and you are the answer.

			ETHAN
	I knew about Jim.

			PHELPS
	But, he didnít know about you.  In all
	fairness, Ethan, Claire was never
	convinced her charms would work with you.
	But I was supremely confident - having
	tastes the goods.  "Thou shall not covet
	thy Neighbourís wife", Ethan.  Oh, Ethan
	is in love with you, Claire, make no
	mistake about it.  And like all the
	worldís lovers, heís tortured by the
	same, one pathetic question - "does she
	feel the same way I do?"

JIM turns to CLAIRE.

			PHELPS
	Well Claire do you?  Have you been
	exploiting his feelings or returning
	them?

			CLAIRE
	Jim - lets just get the money and get out
	of here.

CLAIRE goes to ETHAN.

			CLAIRE (CONT'D)
	The money Ethan.

ETHAN hands her the money.

			ETHAN
	Youíve earned it.

CLAIRE goes to Jim with the money.

			PHELPS
	Count it.

CLAIRE starts to count.

			ETHAN
	Tell me something Claire, that night in
	Prague, was it you or Jim that blew up
	the car and scattered Hannah all over
	town?

			PHELPS
	Keep counting Claire.

			CLAIRE
	It was me.  I did it.

CLAIRE hands PHELPS the money.


			PHELPS
	Satisfied?

			CLAIRE
	All ten million.

			PHELPS
	Fold it.  Fold it tight.

			ETHAN
	Arenít you going to thank me Jim.  Ten
	million is better than six.

			PHELPS
	Donít flatter yourself - six was for
	Eastern Europe.  You made a lousy deal -
	ten for the world?  What is that?  But I
	needed you for the transfer with Max.  I
	got a little extra change;  and you got a
	little extra too.

PHELPíS watch alarm goes off.

			PHELPS
	Sorry Ethan.  Times up.  Say goodbye.

			ETHAN
	Youíre wrong about one thing.  Iím not
	the only one whoís seen you alive.

ETHAN throws JIM the Visco glasses.

			KITTRIDGE
	Good morning, Mr Phelps.

PHELPS and CLAIRE are stunned.

			PHELPS
	You son of a bitch.

PHELPS points the gun at ETHAN.

			CLAIRE
	Donít Jim.

			PHELPS
	Now we donít have to eliminate him?  You
	like that, donít you Claire?  Donít you?

			CLAIRE
	Yes.

			ETHAN
	Jim, itís over.

			PHELPS
	Ethan - Iíve always taught you, nothing
	can be more dangerous than the truth.  It
	can kill you.

PHELPS shoots CLAIRE.  Struggle between PHELPS and ETHAN.
The gun is lost.  PHELPS beats ETHAN to the ground.  His
watch alarm beeps rapidly.  He turns, goes up the stairs
and...

ETHAN goes to CLAIRE.

			ETHAN
	Claire...Hey...

			CLAIRE
	This stuff is so sticky.

			ETHAN
	Claire.

			CLAIRE
	Itís all right, Ethan..youíll bring me
	back...wonít you...

			ETHAN
	I always have, Claire..

CLAIRE dies.  ETHAN looks to ladder hatch and climbs ladder.

INT. REAR CAR - ENGINEER'S SECTION - DAY

PHELPS climbs up a ladder past an inert engineer slumped over
the control panel -- an obvious earlier victim of PHELPS.
PHELPS puts on a pair of clear goggles, reaches a trap door
and climbs through it --

EXT. ROOF OF TRAIN - DAY

-- halfway out onto the roof of the train.  He reaches into
his jacket pocket and pulls out a suction cup with a handle
on the end of it.  He SMACKS the suction cup down on the roof
and pulls himself the rest of the way out.

He pulls out a second suction cup and SMACKS it down on the
smooth surface of the train.

Now for the tough part.  Using the suction cups, PHELPS
slowly pulls himself forward, a foot at a time, pulling and
replanting the cups as he goes.

He drags himself over the length of the final car, to the
back of the train, where the rear engine slants off sharply,
a window for the ENGINEER.

Half kneeling on the roof, PHELPS pulls out the clip from his
belt.

He looks up, scanning the sky behind the train.  From out
of the fog, a helicopter approaches.

PHELPS turns and looks ahead, in the direction the train is
going.  In the distance, he can see the chunnel approaching
the tunnel under the English Channel.  His eyes widen.

INT. HELICOPTER - DAY

KRIEGER is at the controls.  He sees the approaching tunnel
as well.

EXT. ROOF OF TRAIN - DAY

PHELPS crawls like hell to get into position.  Looking up, he
sees KRIEGER pointing frantically behind him. PHELPS turns.

ETHAN is climbing out the trap door.

A cable and hook swing down from the helicopter, almost
touching the roof of the train. PHELPS crawls closer to it.

ETHAN, behind him, is in a far more precarious position.
Without goggles or suction cups, he has to use his fingers to
grab small holes on the roof.

He is flipped over by the wind, ending up facing the other
way.  Loses his grip and is blown backwards over the roof.

INT. HELICOPTER - DAY

KRIEGER sees the Chunnel entrance approaching.  He gestures
to PHELPS and tries to move the cable closer to him, passing
over PHELPS and then back to him.

EXT. ROOF OF TRAIN - DAY

PHELPS grabs the cable and is about to hook the cable onto
his belt, ETHAN slides into him and they both crash onto the
roof.

ETHAN grabs the cable out of PHELPS hand and clips it onto
the roof.

PHELPS and ETHAN struggle, but they are hurtling dangerously
closer to the chunnel entrance.

They're now right on top of the chunnel entrance.

INT. HELICOPTER - DAY

KRIEGER sees the tunnel, only seconds away now.  He paws at
the controls, jerking back desperately on a certain lever.

EXT. ROOF OF TRAIN - DAY

PHELPS kicks ETHAN and he falls off the far side of the
train.  PHELPS falls off the near side and holding onto the
strap manages to pull himself back on.

-- The train ZOOMS into the tunnel --

-- AND THE HELICOPTER ROARS RIGHT IN BEHIND IT!

INT. BUSINESS CAR/TUNNEL - MOVING - DAY

As the train roars into the tunnel, the business car goes
nearly dark and the message on MAX'S computer screen changes
one last time.  This time it says:

	CONNECTION TERMINATED.
	    TRANSFER LOST.

MAX'S face falls.

			MAX
	Damn!

INT. REAR CAR/ENGINEER'S SECTION - DAY

Another CONDUCTOR races into the power car, past his inert
companion, and is shocked to see the copter right behind the
train.  He grabs a radio and SCREAMS into it.

			CONDUCTOR
	No, no, it's IN the tunnel!

			VOICE (O.S.)
	Stop the train!

			CONDUCTOR
	It'll crash into us!  Accelerate,
	accelerate.

EXT. ROOF OF TRAIN/TUNNEL - DAY

For a moment, we see no one.  No ETHAN.  No PHELPS.  Moving
around to the other end of the car, we see where they've
gone.

They're dangling from either side of it.

PHELPS paws for one of the suction cups and pulls himself
back onto the roof of the train.  ETHAN reaches for the other
cup.

The helicopter, fortunate that this tunnel is double track
and barely wide enough to accomodate it, pursues, KRIEGER
pushing it up to full speed again.

But it can't lift up high enough to go completely over the
train.

EXT. ROOF OF TRAIN/TUNNEL - DAY

PHELPS, nearing the back, manoeuvers himself to the
windshield of the rear power car, trying to grab the skid of
KRIEGER'S copter.

He doesn't see what's headed toward him, coming from the
other direction.

Another train.

At the last moment, PHELPS notices the reflection of the
oncoming train in the windshield and swings back onto the
roof of his train, barely avoiding getting creamed by it as
it blows by.

The helicopter avoids the oncoming train too -- and PHELPS
misses the skid.

KRIEGER tips the front of the copter, trying to decapitate
ETHAN with the rotor.  PHELPS jumps onto the skid, but the
copter pitches so far forward the blade hits the top of the
tunnel.  SPARKS and chunks of cement fly.

KRIEGER levels the chopper quickly.  ETHAN uses the moment to
leap from the train onto the other helicopter skid.

PHELPS and ETHAN now hang on the skids, facing one another.
Crouching on the skid, ETHAN digs in his pocket and pulls
out --

-- a red and green piece of bubble gum.

PHELPS sees it and SCREAMS at KRIEGER, who scrambles
frantically for his gun.

			ETHAN
	Red light, green light.  Asta Lasagna
	mother fucker.

ETHAN mashes the red into the green, slaps the gum onto the
copter's underbelly and turns away from it.

PHELPS kicks vainly at the gum, SCREAMING --

-- but the gum EXPLODES.  The force of the blast rockets
ETHAN forward, he lands on the train's windshield.

The helicopter whirls and BASHES into the tunnel, veers
wildly, then pitches forward and down, smashing PHELPS under
the skid and EXPLODING in a giant fireball.

ETHAN, stuck on the windshield, can only watch as the
wreckage of the copter tumbles down the train towards him.
It stops just short of him, with its bent and broken rotor
blade barely missing his throat.

ETHAN lays his head against the windshield glass, utterly
drained.

INT. BUSINESS CAR/TUNNEL - MOVING - DAY

KITTRIDGE comes back into the business car and is joined by
BARNES.  LUTHER, only slightly bruised, stands up next to
them and gestures to MAX and her laptop.

			LUTHER
	I think this is what you're looking for.

MAX looks up, stunned.  KITTRIDGE leans over and peers at her
screen. He just smiles and sits down next to her, content to
wait for her to speak.

When she finally does, she's almost charming.

			MAX
	My lawyers will have a field day with
	this.  Entrapment, jurisdictional
	conflicts --

KITTRIDGE leans closer to her and lowers his voice, just as
friendly.

			KITTRIDGE
	Maybe we'll just keep the courts out of
	this one.

			MAX
	I'm sure we can find something I have
	that you need.

			KITTRIDGE
	You know, I would love to try.

EXT. LONDON PUB - DAY

LUTHER sits on a high stool, his PowerBook next to him, while
he sips a beer.  A television screen is featuring follow-up
coverage of yesterday's dramatic helicopter-train wreck in
the chunnel.  Aside from emphasizing that it was the work of
a lone, crazed character in a helicopter who was killed in
the crash, there are comments about how miraculous it was
there were no other fatalaties.  There are intermittent
sounds of aircraft taking off and landing, announcements of
arrivals and departures.  ETHAN into shot.  He sits beside
LUTHER.

			LUTHER
	Reach your folks?
		(ETHAN nods)
	How they feeling?

			ETHAN
	About what?

			LUTHER
	The official apology from the Justice
	Department, the VIP treatment, you know,
	the whole nine yards.

			ETHAN
	Well my Mother was a little confused
	about how the DEA could mistake her and
	Uncle Donald for a couple of dope smugglers
	in the Florida keys.

LUTHER picks up his beer.

			LUTHER
		(Laughs and with a British accent)
	Cheers.

They drink.

			ETHAN
	Here's to  you, Luther. (clink glasses)  To
	being off the disavowed list.

			LUTHER
	Hey, I'm the flavour of the month!

			ETHAN
	You're more than that, Luther.  They were
	mistaken about you and they're trying to
	show you they know it.  They want you
	back in.

			LUTHER
	Sure.  They want me back in so I won't
	break in!  They still can't figure out
	how we did it.

			ETHAN
	You didn't tell 'em at the debriefing?

			LUTHER
	I figured I'd let 'em reinstate my back
	pay, give me a promotion, check out my
	office at Langley and then, maybe, talk
	about it.

			ETHAN
		(laughing)
	It's all one big negotiation, isn't it?

			LUTHER
	Why don't you come back with me?

			ETHAN
	Just don't know why I'd be doing it.

			LUTHER
	You really liked Phelps, didn't you?

			ETHAN
	He was a good guy for a long, long time.
	Just - not long enough. (looks up) Gotta
	catch my flight..(rising)
	So.  How's it feel being a solid citizen
	again?

			LUTHER
	Oh man...I don't know.  I'm gonna miss
	being disreputable.

			ETHAN
	Well, Luther - if it makes you feel any
	better I'll always think of you that way.

The two men understand one another and LUTHER will say no
more.  The two exchange slight gestures of farewell and in a
moment ETHAN disappears from the bar, leaving a contemplative
LUTHER looking after him.

INT. PLANE - NIGHT

ETHAN HUNT slumps down in his scat, dosing. A FLIGHT
ATTENDANT makes her way down the aisle, holding a case filled
with movie cassettes. She stops before a lady passenger.

			FLIGHT ATTENDANT
	Would you like to watch a movie, Miss
	Clarke?

She then stops before ETHAN.

			FLIGHT ATTENDANT
	Excuse me, Mr. Hunt.  Would you like to
	watch a movie.

			ETHAN
	No, thank you.

			FLIGHT ATTENDANT
	Would you consider the cinema of the
	Caribbean?

ETHAN just stares at her.  This couldn't be what it's
sounding like.

			FLIGHT ATTENDANT
	Aruba, perhaps?

The camera moves into ETHAN's face.  They found him.  They
want him back.  He looks up at her and.....

							    CUT TO BLACK


			 THE END
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