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American Hustle (2013)

by Eric Warren Singer and David O. Russell.


A con man, Irving Rosenfeld, along with his seductive partner Sydney Prosser, is forced to work for a wild FBI agent, Richie DiMaso, who pushes them into a world of Jersey powerbrokers and mafia.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


                           AMERICAN HUSTLE



                             Written by

               Eric Warren Singer and David O. Russell



    TITLE CARD: SOME OF THIS ACTUALLY HAPPENED

    OVER BLACK: APRIL 26, 1978, PLAZA HOTEL, NEW YORK

1   FADE IN:                                                        


2   INT. PLAZA HOTEL WINDOW NYC - DAY                               

    IRVING ROSENFELD, not a small man, gets dressed and
    meticulously constructs his combover. Camera WRAPS AROUND,
    see his hands with rings adjust his dark velvet suit, up to
    his face, serious, concentrated, intense, he is composing
    himself before a performance.

    Irving is now dressed, ready, and walks down the hall to
    another room.

3   SECOND PLAZA HOTEL ROOM

    Irving composes himself -- looks     
    into cramped surveillance closet, there are FBI Agents -- we
    only see their hands and arms -- he looks at monitors -- sees
    a BLACK AND WHITE IMAGE OF ANOTHER ROOM ON MONITOR: MAYOR
    CARMINE POLITO, swath of salt and pepper hair, cream suit,
    pinky ring, Rotary Club pin -- ALONG WITH CARL ELWAY, preppie
    shady businessman.

    He exhales pressure, turns as CAMERA PANS TO: SYDNEY PROSSER
    (who will also be known for some time as EDITH GREENSLY),
    stylish crafty smart. They stare at each other intensely --
    they have a deep and emotional relationship. A DOOR BANGS
    OPEN, and in walks RICHIE DIMASO, Bronx-born. He stands
    there.

                         RICHIE DIMASO
               What are you doing, going behind my
               back? Telling people I'm screwing
               up this operation? I got you a
               suite at the fuckin' Plaza Hotel!

                         IRVING ROSENFELD
               The shittiest suite at the Plaza
               Hotel.

                         RICHIE DIMASO

               What?!

                         IRV ROSENFELD
               The shittiest fuckin' suite.

                         RICHIE DIMASO
               Based on what--?
                                       2.

                         IRVING ROSENFELD

               And the food is wrong, and--What is
               this? You, like, went in my closet
               or something?

                         EDITH GREENSLY
               No

                         IRVING ROSENFELD
               Are you dressing him like you're
               dressing me now?

                         EDITH GREENSLY
                   (shakes her head)
               No, what are you thinking? This
               isn't all about you, you know that.

                         RICHIE DIMASO
               What, did you try to dress me so I
               would look like him?

                         EDITH GREENSLY
               No, you're not dressed like him,
               all right?

                         RICHIE DIMASO
               But I do, I look like him.

                         EDITH GREENSLY
               No, he's in like, velvet. Come on.

                         IRVING ROSENFELD
               You asked me to show you how this
               was done, you wanna fuck it up be
               my guest.

                         EDITH GREENSLY
               What is your problem?


                         RICHIE DIMASO
               Hey, look, I never laid a hand on
               her, all right? Is that what this
               is about?

                         EDITH GREENSLY
                        (British accent)
               Well technically, that's not true.

                         RICHIE DIMASO
               Look, we never had sex ok? I just --
                                                            3.


                    RICHIE DIMASO (CONT'D)
               What'd I do? I put my hand like
               this --

    Richie reaches out and puts his hand on Irving's face very
    carefully, not forcefully.

    Irving swipes it away violently the second it touches his
    face.

                    IRVING ROSENFELD
          Don't you fucking touch me. That
          bothers me --

                    RICHIE DIMASO
          Oh it does?

                     IRVING ROSENFELD
          Oh yeah.

                    RICHIE DIMASO
          That bothers you?

                     IRVING ROSENFELD
          Yes.

                    RICHIE DIMASO
          You know, a lot of shit bothers me
          too, but I was trying to help you.
          If I wanted to bother you, if I
          really wanted to fucking bother
          you, this is what I'd do.


    Richie takes his hand and destroys the combover Irving spent
    so much time creating. Irving just stands there, hair ruined,
    staring at Richie.

                    IRVING ROSENFELD
          You shouldn't have done that.

    Irving just stands there staring at Richie, hair all wild and
    messed up looking very angry.

                    RICHIE DIMASO
          How's that? You bothered now? (no
          answer) Alright, don't make a thing
          of it.

                     EDITH GREENSLY
          You shouldn't touch him. He doesn't
          like that.
                                                                4.


                        RICHIE DIMASO
              Oh my god, fix his hair. Don't make
              a thing of it.

                        EDITH GREENSLY
              It takes some time, ok.

    Edith walks over to Irving who is still standing there in
    silence with his hair all over the place. She carefully
    starts helping him put it back together.

                        RICHIE DIMASO
              Big fucking deal. We got to get in
              the other room, come on. The
              mayor's in there.

                        EDITH GREENSLY
              Yes I know that.

                        RICHIE DIMASO
              Should we go to the beauty parlor?
              Is that what we should do?

    Richie walks over and opens up a briefcase that's sitting on
    the dresser. Inside are stacks of cash.

    Edith is still helping Irving put his hair back together.

                        IRVING ROSENFELD
              How's it look.

                        EDITH GREENSLY
              You look fine.

    Richie slams the briefcase shut looking very nervous and
    intense.

                          RICHIE DIMASO
              Let's go.

                                                      CUT TO:


4   STEELY DAN'S "DIRTY WORK" STARTS ON THE SOUNDTRACK AS THEY       4
    WALK DOWN THE HALLWAY THREE ACROSS: IRVING, EDITH, RICHIE.
    RICHIE WITH BRIEFCASE IN HAND.


5   INT. PLAZA HOTEL SUITE FOYER - DAY                               5

    SLOW MOTION -- DOUBLE DOORS PUSH OPEN AND Edith ENTERS THE
    SUITE -- THEY WALK INTO --
                                                                5.


6   INT. PLAZA HOTEL LIVING ROOM - CONTINUOUS                        6

    DRAMATIC PUSH IN ON: THE DESTINY OF THE STORY MAYOR CARMINE
    POLITO PINKY RING, ROTARY CLUB PIN STANDS FINISHING STORY TO
    BUSINESSMAN CARL ELWAY AS IRVING, EDITH, RICHIE WAIT FOR HIM
    TO FINISH -- THEY ALL SHAKE HANDS AND SIT ON THE COUCH ACROSS
    FROM EACH OTHER. RICHIE CAREFULLY SETS THE BRIEFCASE DOWN ON
    THE GROUND NEXT TO HIS FEET. CUT TO THE SCENE AS VIEWED
    THROUGH A SURVEILLANCE MONITOR. THE DATE AND TIME STAMP
    VISIBLE.

                        CARMINE POLITO
              I thought he was going to be here.
              I do business face to face, person
              to person. That's just who I am.


    Richie reaches down and awkwardly slides the briefcase over
    to Carmine unprompted. LEAVE MONITOR'S POV AND RETURN BACK TO
    THE SCENE.

    IRV'S EYES WIDEN AS IN `NO! DON'T DO THAT!' WHILE HE AND
    RICHIE STARE AT EACH OTHER, EDITH TENSE, CARMINE LOOKS
    DISTURBED AT THE CASE COMING HIS WAY. HE STANDS ABRUPTLY.

                        CARL ELWAY
              Whoa, excuse me, excuse me. I'll
              handle that for the Mayor.

                        RICHIE DIMASO
              No, it's for the Mayor. It would be
              a sign of disrespect to the sheik
              if the mayor didn't take it
              himself. It's for you Mayor.

    Carmine looks angry and confused. He looks over to Carl.

                        CARMINE POLITO
              What are you doing? What-- (to
              Carl) Carl, what the fuck? What is
              this?

                        CARL ELWAY
              No, I'll handle it. I'm gonna take
              care of-- Everything's good. I
              got everything under control. (TO
              RICHIE) That's for me. I handle all
              that for mayor.

                        CARMINE POLITO
              What is this?

    Irving looks over and says nothing. Not surprised at all how
    badly this is all going.
                                                         6.


Edith whispers to Richie.

                    EDITH GREENSLY
          (whispers to Richie)
          Just stop it, ok

                    RICHIE DIMASO
          (whispers to Edith)
          He's gotta take it himself, okay?

                    CARMINE POLITO
          I don't know what the fuck that is
          but it's weird you understand?

                    CARL ELWAY
          Misunderstanding. Misunderstanding.

                    CARMINE POLITO
          I came here to meet a sheik, that's
          all I know. I'm very interested in
          that but he's not here apparently.
          Carl?!

Carmine turns and starts to walk out of the room.

                    CARMINE POLITO (CONT'D)
          I'm very interested in meeting the
          Sheik. You let me know when THAT
          could happen! Thank you, have a
          good day.

Carmine leaves the room.

Irving looks over and shrugs his shoulders. Not surprised at
all the way this is going and horrified that Richie has
ruined it.

                    CARL ELWAY
              (leaving)
          Irving! You better come get him.


                    RICHIE DIMASO
              (stares at Irv)
          Go out there and get him right now.

                    CARL ELWAY
          Help me get him back!

                    RICHIE DIMASO
          Go get him. He needs to take the
          fuckin' briefcase, Irving.
                                                            7.


                    IRVING ROSENFELD
          I didn't wanna do it in the first
          place. This is your show, YOU go
          get him.

                    RICHIE DIMASO
          No, you have no choice. You have
          to go get him. Now, go get him, so
          he takes the briefcase by himself!
          That's the whole plan, Irving!

Irving stands up angry and gets in Richie's face.

                    IRVING ROSENFELD
          What were you doing pushing the
          fucking briefcase, dummy? Huh?

                    RICHIE DIMASO
          The whole fuckin' thing was falling
          apart. You know how much I paid
          for this goddamn hotel that you
          fucking asked for?!

                    IRVING ROSENFELD
          Now I gotta go mop up your mess.
          I'm gonna go fucking mop up your
          mess!

Irving storms out of the hotel suite towards the Elevators to
get Carmine.


INT. PLAZA HOTEL SUITE FOYER - DAY

Irving paces back and forth as he waits for the elevator.


INT. PLAZA HOTEL LIVING ROOM - CONTINUOUS

We push in on the concerned face of Sydney as Richie rambles
on to her.

                    RICHIE DIMASO
          You understand what I'm saying,
          right? It wasn't working.


INT. PLAZA HOTEL SUITE FOYER - CONTINUOUS

Irving continues to pace back and forth in the hall waiting
for the elevator.
                                                                8.


                         IRVING ROSENFELD (V.O.)
               Did you ever have to find a way to
               survive and you knew your choices
               were bad?

     Irving walks over and hits the elevator button again.

                         IRVING ROSENFELD
               I learned how to survive when I was
               a kid.

7                                                         CUT TO:    7

                         IRVING ROSENFELD (V.O.) (CONT'D)
               My father had a glass business.


28   IRV AS KID SMASHES PLATE GLASS WINDOWS OF BRONX STOREFRONTS     28

     Drumming up business for his father.

     EXT. ROSENFELD & SON GLASS REPAIR CO. - DAY 1940'S

     Young Irving and his Father and Mother standing outside the
     family's glass repair shop in the Bronx as some tough
     contractors march up to them.

                         IRVING ROSENFELD (V.O.)
               I would rather be on the taking
               side than the getting taken side
               any day of the week, especially
               after I saw how my father got
               taken. I mean, seeing that scarred
               me for life.


     EXT. UNDISCLOSED STREET - DAY 1940'S

     Young Irving runs by a store front as he throws a rock
     through each window on the store, smashing them all.

                         IRVING ROSENFELD (V.O.) (CONT'D)
               I took it upon myself to drum up
               business. I became a different kind
               of guy than my father. I became a
               con artist -- from the feet up, for
               real.

                                                          CUT TO:


     THE BRONX: STOREFRONT WITH SMASHED WINDOW. - DAY - PRESENT

     Irv shakes his head, surveys the damage.
                                                               9.


                         IRVING ROSENFELD
               I was gonna survive no matter what.
               I still had the glass business and
               a few dry cleaning stores on the
               side.


7G   INT. IRV'S DINGY OFFICE - DAY                                   7G

     Irving paces around his office smoking a cigar and talking on
     the phone. What looks to be stolen art sits on the floor all
     around him.

                         IRVING ROSENFELD (V.O.)
               And I did some art dealing on the
               side. Stolen or forged art.


     EXT./INT. POOL PARTY - LONG ISLAND HOUSE - DAY

     Chicago's "Does Anybody Really Know What Time It Is?" fades
     up. Jamming early 70s HOLIDAY party -- LONG ISLAND LADIES IN
     BIKINIS WITH HUGE HAIR IN FUR COATS SMOKING OUTSIDE THE GLASS
     ENCLOSED POOL -while inside steamed glass SHINY BIKINI
     CANDIDATES FOR NOSE JOBS; A FEW OTHERS WHO ARE LARGE, SEVERAL
     GUYS WHO LOOK MOBBED UP, pale, out of shape, gold chains, in
     swim trunks, EVEN MORE BURT REYNOLDS TYPE GUYS, slim, hairy,
     chains.

                         IRVING ROSENFELD (V.O.)
               So, one January I go to my friends
               pool party in Long Island.

     Irving sits holding court with some friends by the pool when
     he turns and sees Sydney for the first time.

     PUSH IN ON: Irving. He looks up, they lock eyes across the
     party.

     SYD REACHES FOR A SLICE OF FRUIT ON HIGH SET PLATE WHEN
     IRVING'S HAND GRABS HER ARM -- she turns, taken aback -

                         IRVING ROSENFELD
               Is that Duke Ellington on your
               bracelet?

     She does have on a Duke Ellington charm bracelet.

                         SYDNEY PROSSER
               As a matter of fact, it is. He died
               this year, you know.
                                                        10.


                    IRVING ROSENFELD
          I know. I doubt anyone else here
          knows or cares about it.

                    SYDNEY PROSSER
          Well I care. He saved my life many
          times.

Irving takes a good look at her, impressed.

                    IRVING ROSENFELD
              (impressed)
          Mine too. Which one?


                    SYDNEY PROSSER
          Jeep's Blues.

                    IRVING ROSENFELD
              (smiles, warm)
          Jeep's Blues. Oh yeah.

Awkward pause.

                    IRVING ROSENFELD (CONT'D)
          You wanna hear it?

                       SYDNEY PROSSER
          Right now?

                       IRVING ROSENFELD
          Yeah.

                       SYDNEY PROSSER
          Sure.

CUT TO: PORTABLE RECORD PLAYER PLAYS START OF JEEP'S BLUES as
Irving and Sydney nod to it - he watches her foot in her high
wedge and her tanned leg rocking as she sits on arm of sofa.

                    IRVING ROSENFELD
          Who starts a song like that?!

                    SYDNEY PROSSER
          It's magic.

                       IRVING ROSENFELD
          Magic.

They listen to the record, Edith checks Irving out.
                                                            11.


                        SYDNEY PROSSER (V.O.)
              He wasn't necessarily in good
              shape, and he had this comb-over
              that was rather -- elaborate. He
              had this air about him. And he had
              this confidence that drew me to
              him. He was who he was and he
              didn't care.

                        IRVING ROSENFELD (V.O.)
              Like me, she was a very particular
              person. Like me, she came from a
              place where her options were
              limited -- and she had been someone
              she didn't want to be in her past.

    CUT TO -- SYDNEY DANCES IN A SMALL TOWN, OLD FASHIONED STRIP
    BAR.

                        SYDNEY PROSSER (V.O.)
              It actually can feel kind of sexy
              sometimes. There's a boldness in
              it. But where would that boldness
              take me? I didn't know. But I was
              gonna find out.


8   CUT TO:                                                         8

    SYDNEY WALKS DOWN A BLEAK INDUSTRIAL STREET.

    CUT TO -- RECORD STORE WHERE EDITH FLIPS THROUGH ALBUMS OF
    THE OLD GREATS -- ELLA FITZGERALD, DUKE ELLINGTON, AND MORE
    OF THE OLD GREATS -- A WORLD OF ELEGANCE, SOPHISTICATION, AND
    CULTURE A MILLION MILES AWAY FROM WHERE SHE LIVES.

                        IRVING ROSENFELD (V.O.)
              Like me, she learned to survive and
              reinvent herself. She knew she had
              to reinvent her life and her
              identity. And like me, she
              envisioned a better elegant future
              for herself. Like me, she knew you
              had to have a vision.


    EXT. NY STREET -- DAY

    Sydney looks at scrap of paper with info in her hand -- looks
    up at office building address -- enters.

                        IRVING ROSENFELD (V.O.)
              She came to New York. She
              envisioned it.
                        (MORE)
                                                                12.

                         IRVING ROSENFELD (V.O.) (CONT'D)
               And just like that, she applied for
               a job at Cosmopolitan Magazine.


12   INT. COSMOPOLITAN MAGAZINE OFFICES - DAY                         12

     Clean bright colors, huge blown up Cosmo covers --

     Sydney -- innocent, plain, slacks and blouse, hair back,
     nervously awaits interview.

     SHE IS CALLED IN -- NERVOUSLY STANDS, small crumpled scrap of
     paper in hand, FIXES HER HAIR --


13   INT. COSMO INTERVIEW OFFICE - CONTINUOUS                         13

                         COSMO INTERVIEWER GIRL
               Well you're obviously here for a
               reason. Let's get to it.

                            SYDNEY PROSSER
               Alright.

                         COSMO INTERVIEWER GIRL
               Our cover story right now is on
               cunnilingus. What do you think
               about that?

                            SYDNEY PROSSER
               I like it.

                         COSMO INTERVIEWER GIRL
               Do you have any clerical skills?

                            SYDNEY PROSSER
               Yes.

                         COSMO INTERVIEWER GIRL
               Can you type?

                         IRVING ROSENFELD (V.O.)
               She was unlike anybody I ever knew.
               She was smart. She saw through
               people in situations. And she knew
               how to live with passion and style.
               She understood Duke Ellington.


14   COSMO MAGAZINE OFFICES: SYDNEY PUSHES MAIL CART DELIVERS MAIL    14
     TO SOPHISTICATED MAGAZINE EDITORS AND EXECUTIVES, SOME TOUGH
     BIRDS, MOST ELEGANT.
                                                            13.


15   CUT TO: Edith WATCHES A COSMO COVER SHOOT --                 15

                          SYDNEY PROSSER (V.O.)
               I was broke, fearless, with nothing
               to lose --


     EXT./INT. POOL PARTY - LONG ISLAND HOUSE - DAY

     Irv and Sydney dance slowly.

                         SYDNEY   PROSSER (V.O.) (CONT'D)
               -- and my dream,   more than
               anything, was to   become anyone else
               other than who I   was.


24   EXT. LONG ISLAND DRY CLEANERS-- DAY                          24

     Irv holds the door open for Edith as she enters.

                         IRVING ROSENFELD
               -- I got two in the Bronx and three
               in Manhattan. (to an employee) Hey,
               Byron.

                         SYDNEY PROSSER (V.O.)
               He had a chain of dry cleaning
               stores. He asked me to come in and
               upgrade my wardrobe-- he said a lot
               of nice things got left behind by
               people and forgotten over the years-
               -

                         IRVING ROSENFELD
               I mean you wouldn't believe the
               shit that people leave behind here.
               Unbelievable.

                         SYDNEY PROSSER
               People leave stuff here?

                         IRVING ROSENFELD
               Oh yeah. They go out for the night,
               they drink, come here in the
               morning, put their clothes in and
               then they forget. They got no idea
               where they left it.

     Irving touches a hanging blue sequined dress.

                         IRVING ROSENFELD (CONT'D)
               Look at that. Sequined thing. I
               don't know. Is that nice or not?
                                                        14.


                    SYDNEY PROSSER
          It's beautiful.

Irving and Sydney continue to walk through towards the back
and enter a fur vault filled with elegant designer clothes.

                    IRVING ROSENFELD
          I mean, some of it's been here for
          years. They're not picking it up.
          Nobody's picking it up.

Sydney starts riffling through nice things hanging on the
racks.

                    IRVING ROSENFELD (CONT'D)
          You like that?

                       SYDNEY PROSSER
          I love it.

                    IRVING ROSENFELD
          It's yours. You want it? It's
          yours.

Sydney looks back at Irving in shock.

CUT TO: SHE STEPS OUT OF THE DRESSING ROOM IN THE VON
FURSTENBERG DRESS - LOOKS FANTASTIC.

                    IRVING ROSENFELD (CONT'D)
          You look fantastic!

                    SYDNEY PROSSER
          Oh my god. I can only dream about
          these dresses. They're beautiful.

SYDNEY PULLS CLASSIC CLOTHES FROM THE ABANDONED RACK: ONE,
TWO, THREE. SHE PUTS A JACKET ON HIM THAT HE IS RELUCTANT TO
WEAR, PAISLEY SMOKING COAT.

LATER: THEY GO INSIDE THE ELECTRIC ROTATING CAROUSEL RACK OF
CLEAR PLASTIC COVERED, DRY CLEANED CLOTHES -- STAND INSIDE,
ENCHANTED, SMILING AT EACH OTHER, AS THE RACK SWIRLS
MAGICALLY AROUND THEM. THEY STARE AT EACH IN LOVE.

                    IRVING ROSENFELD (V.O.)
          I felt like we had a secret. Just
          the two of us. You know like that
          thing where you want to just be
          with the one person the whole time.
                                                             15.


                         IRVING ROSENFELD (V.O.)
               You feel like the two of you
               understand something that nobody
               else gets. I could just tell her
               everything about myself. And I
               never had anybody like that in my
               life before. I felt like finally, I
               can truly be myself without being
               ashamed, without being embarrassed.

39   INT. Irv's dingy office - DAY                                 39

     Irv leads Sydney into a small, dingy Manhattan office on an
     upper floor.

                         SYDNEY PROSSER
               What is this place? Do you sell art
               here?

                         IRVING ROSENFELD
               Yeah, sometimes. This is my office.

                         SYDNEY PROSSER
               I know it's your office, but, you
               have these other places. What's
               this for? Why did you bring me
               here?

                         IRVING ROSENFELD
               This getting to be my main
               business, my growing business. I
               help get loans for guys that can't
               get loans. I'm their last resort.

                         SYDNEY PROSSER
               You're their last resort? Because
               interest rates are north of 12% and
               heading to 18%.

                         IRVING ROSENFELD
               That's right, smarty pants.

                         SYDNEY PROSSER
               Fucking Jimmy Carter. Fucking Nixon
               really. And the war and the
               deficit and all of that shit.

                         IRVING ROSENFELD
               I love you, you're so smart. You
               are.

                          SYDNEY PROSSER
               Thanks kid but how do you get them
               the money?
                                                        16.


                    IRVING ROSENFELD
          Well --

                    SYDNEY PROSSER
          You don't do you? You don't.

                    IRVING ROSENFELD
          These guys are lousy risks, you
          know? I can't get them a loan but I
          get my fee. Five thousand.

                    SYDNEY PROSSER
          Five thousand? You take five
          thousand and you don't give them
          anything?

                    IRVING ROSENFELD
          These are bad guys, you know? They
          got bad divorces, gambling habits,
          embezzling, all that shit, you know
          what I mean?

                    SYDNEY PROSSER
          Everybody at the bottom crosses
          paths eventually in a pool of
          desperation and you're waiting for
          them.

                    IRVING ROSENFELD
          How about `we'?

                    SYDNEY PROSSER
          We?

                    IRVING ROSENFELD
          How bout it?

Sydney turns and begins walking out the door as Irving chases
her out.

                    IRVING ROSENFELD (CONT'D)
          Sydney. Sydney I'm sorry that was
          too much. I went too far. I didn't
          want to upset you.

She continues walking out without looking back and leaves.

                    IRVING ROSENFELD (CONT'D)
          Sydney please, I'm sorry! I know it
          ain't for everybody.

The door slams in Irving's face
                                                        17.


                    IRVING ROSENFELD (CONT'D)
              (Irving shouts to the
               closed door)
          Ah GOD I love getting to know you!


INT. IRV'S DINGY OFFICE - DAY

IRVING PACES AROUND THE OFFICE UPSET AT HIMSELF. SLOWLY SITS
DOWN IN THE DESK CHAIR IN DEFEAT, TAKES OFF HIS GLASSES AND
SITS BACK.

                     IRVING ROSENFELD (TO HIMSELF)
          What I do that for? I fucked it up.
          I should never tell a woman the
          truth. She's so smart. She's
          different.

OFF SCREEN THE DOOR OPENS. SHE WALKS RIGHT UP TO IRVING AS HE
SITS AT HIS DESK. SHE TOSSES HER COAT TO THE SIDE.

IRVING STARES UP HER TENSE -- WHAT WILL SHE DO?

                    SYDNEY PROSSER
          You said it was nice knowing me.
          You said it was nice to meet me.

                    IRVING ROSENFELD
          Yeah.

SYDNEY EXTENDS HER HAND TO HIM IN A ROYAL FASHION.

                    SYDNEY PROSSER
              (British accent)
          Would you like to meet Lady Edith
          Greensly?

Irving looks stunned as he slowly clasps her extended hand.

                    SYDNEY PROSSER (CONT'D)
              (British accent)
          I have royal banking connections in
          London. I'd love to help you with
          your loan but of course I have to
          be very selective.

                    IRVING ROSENFELD
          That was fucking fantastic.

                    SYDNEY PROSSER
          Thank you. Did you like it?
                                                               18.


                         IRVING ROSENFELD
               I liked it. I didn't think you were
               coming back. Thank god you came
               back.

                         SYDNEY PROSSER
               I wasn't going anywhere.

                         IRVING ROSENFELD
               I fucking love you.

                         SYDNEY PROSSER
               You have me.

                                                       CUT TO:


40   EXT. SUBURBAN STREET                                            40

     ONE OF SYDNEY'S NANNY FRIENDS, REBECCA, walk out of a
     BUSINESS MAN's (34) house pushing a stroller as the business
     man comes chasing after them.

                         SYDNEY PROSSER (V.O.)
               And so Irving and I began our
               partnership -- in love and
               commerce.


                         BUSINESSMAN
               Rebecca, hold on. You're Edith
               right?


                         SYDNEY PROSSER(V.O.)
               He told me to tell my friends I had
               (in British accent) London banking
               connections

                         BUSINESSMAN
               I'm Jim. I'm her employer. Listen -
               - she told me you can get me a line
               of credit. I know you have banking
               connections in London, England.

                         SYDNEY PROSSER (V.O.)
               And after that...say "no" a lot
               until the guy is hooked.

     Edith and Rebecca start walking away as the businessman
     chases after them.
                                                                19.


                         BUSINESSMAN
               Becky tell her! I've never missed a
               check!

                           EDITH GREENSLY
                     (walking away)
               NO!

                         SYDNEY PROSSER (V.O.)
               It was almost scary how easy it
               could be to take money from
               desperate people.

                                                       CUT TO:


41   INT. IRV'S DINGY OFFICE - DAY                                    41

     Edith extends her hand to greet ANOTHER BUSINESSMAN, 35.
     Edith is dressed in a more sophisticated high end British
     fashion.

                         EDITH GREENSLY
               Lady Edith Greensly, it's so good
               to see you again.

                         ANOTHER BUSINESSMAN, 35
               Lady -- your ladyship -- thank you
               again.

                         IRVING ROSENFELD (V.O.)
               These are the roles that we were
               meant to play.


42   INT. IRV'S DINGY OFFICE - ANOTHER DAY                            42

     Another desperate businessman sits across from Edith and
     Irving.

                         SYDNEY PROSSER
               We're very selective.

                         IRVING ROSENFELD
               You got a strong application. We'll
               talk about it.


     INT. IRV'S DINGY OFFICE - ANOTHER DAY, ANOTHER MARK.

                         IRVING ROSENFELD
               I don't take a deal that I can't
               close.
                                                        20.


                    SYDNEY PROSSER
          You're not being aggressive enough
          in putting up your assets --

The man looks nervous --

                    NERVOUS LOAN APPLICANT
          Have you ever been to Queens? Have
          you ever been to Great Neck?
          Everybody knows my dealerships.


CONTINUOUS MONTAGE AS THEIR CLOTHING CHANGES FROM DAY TO DAY
BUT THE SETTING REMAINS THE SAME AS THEY CON MARK AFTER MARK.

A desperate man takes out a BUSINESS CHECK BOOK and writes
his check.

                    DESPERATE MAN
          Five thousand gets me fifty right?

                    ANOTHER BUSINESSMAN
          Five will get me thirty five. Is
          that right?

                    ANOTHER BUSINESSMAN, 35
          Five grand gets me fifty?


INT. IRV'S DINGY OFFICE - ANOTHER DAY

Sydney and Irving laugh and celebrate.

                    IRVING ROSENFELD (V.O.)
          I was doing so much more business
          with her. I mean it doubled, then
          it tripled.


INT. IRV'S GLASS STORE - DAY

Sydney -- hair getting bigger -- goes over the books with a
Latino Man who nods and watches her --

Edith counts cash in the register - recounts it -- explains
how things can be done better as DRY CLEANING WORKER nods.

Irv watches happy.

                    IRVING ROSENFELD (V.O.)
          And I never met anyone, man or
          woman, in business who was so
          careful and precise about
          everything. Every stylistic detail.
                                                              21.


     INT. BUSINESSMAN OFFICE - DAY

     Irving and Edith discuss a piece of art they're in the
     process of selling to a businessman.

                         IRVING ROSENFELD (V.O.)
               We kept selling art together, too.

                         EDITH GREENSLY
               It's really a fabulous example of a
               genre painting, which is really
               rare for the time. It's a boy and
               his dog. Non-religious painting.
               55. Golden age. Dutch painting.


     ANOTHER DAY -- A CAR DEALERSHIP OFFICE -- IRV DROPS THE
     CANVAS BAG REVEALING A VINTAGE PAINTING -- (COLORED ORBS AND
     LINES) -- TO THE MIDDLE AGED CAR DEALER WHO OWNS THE
     WAREHOUSE WHO WRITES A CHECK.

                         IRVING ROSENFELD
               Paul Klee. Bauhaus Movement. 1920s.

                         MIDDLE AGED CAR DEALER
               Before we go any further, is this
               legit?

                         IRVING ROSENFELD
               Let's just say it's missing from
               Spain and leave it at that.

                         EDITH GREENSLY
               Don't show any Spanish friends.

     Irving and Sydney kiss passionately in front of the middle
     aged car dealer as he tries to hand them his check.

                         IRVING ROSENFELD (V.O.)
               I mean it just took off. We got an
               elegant Manhattan office. We called
               it London Associates for her
               accent.


44   INT. NEW OFFICE LOBBY - MADISON AVENUE - DAY                   44

     A JANITOR FINISHES POLISHING SILVER PLATED LARGE LETTERS:
     LONDON ASSOCIATES to a pale wall as he and Edith sip
     champagne from flutes and offer one to the worker who toasts
     with them.
                                                               22.


     IRV DOES HIS TRADEMARK MINIMALIST BADGER DANCE, IN PROFILE,
     TO QUIET DELIGHT OF SYDNEY.

     Irv and Edith kiss gently, lovingly, sincerely on the lips --

     They walk into their CLASSIC LOOKING, STAID, PRIVATE BANKING
     OFFICE SUITE.

                         IRVING ROSENFELD (V.O.)
               When I was around her I felt joy.
               Fucking joy! And love. That's what
               I felt.

                                                      SMASH TO:


46   EXT. PARK AVENUE - SUNNY DAY                                    46

47   They dance down Park Avenue together.                           47

     INT. LOBBY OF PIERRE HOTEL - CONTINUOUS

     Irv and Edith dance through the lobby.


49   THE PIERRE HOTEL CAFE                                           49

     As they dance among mostly older wealthy couples on the small
     dance floor of the elegant restaurant as a live jazz quartet
     plays "I've Got Your Number". Camera circles them, putting
     their foreheads together, very happy. THEY SING TO EACH
     OTHER quietly as they dance close.


50   INT. ROOM AT PIERRE HOTEL -- NIGHT                              50

     Irv and Edith make passionate love, we see in pieces --

     He gets up, she watches him dress and leave --


52   INT. IRV'S CADILLAC - NIGHT                                     52

53   He drives over the Triborough Bridge.                           53

                          IRVING ROSENFELD (V.O.)
               As, as far as I could see, people
               were always conning each other to
               get what they wanted. We even con
               ourselves.
                                                             23.


54   INT./EXT. IRV'S CADILLAC - NIGHT                                54

55   He drives through the suburb of ranch houses and driveways      55

56   and pulls into his driveway of his split-level ranch. Irv       56
     gets out of his Cadillac and walks to the front door of his
     house --

                         IRVING ROSENFELD (V.O.)
               We talk ourselves into things. We
               sell ourselves things we maybe
               don't even need or want by dressing
               them up. We leave out the risk. We
               leave out the ugly truth.


57   INT. IRV'S HOUSE - NIGHT                                        57

     Irv walks into the decorated ranch house, frosted glass with
     bird designs, glass tables, walls, black and brown lacquer
     everywhere. He walks into the house and looks at a picture
     his son did -- a drawing of the Yankees playing baseball --
     that is taped to the refrigerator.

                         IRVING ROSENFELD (V.O.)
               Pay attention to that because we're
               all conning ourselves in one way or
               another just to get through life.

     Irv takes Danny's picture from the fridge and tip toes --
     with low sounds now of O.S. TV -- Irv goes to A CLOSED DOOR
     WITH YANKEE STICKERS on it --

     Irv OPENS A BEDROOM DOOR TO REVEAL HIS 5 YEAR OLD SON, DANNY.

                         SYDNEY PROSSER (V.O.)
               He was married, and he had a son.


58   INT. DANNY'S ROOM - NIGHT                                       58

     DANNY is on the bed, picture books, baseball cards, spread
     all around him. Irv stands holding the picture. Danny looks
     over his shoulder.

                         SYDNEY PROSSER (V.O.)
               He had adopted her son.

                         DANNY
               DADDY!
                                                             24.


                         SYDNEY PROSSER (V.O.)
               He was a really good dad and I
               respected him for that. It was a
               tough situation for everyone.

     Irv's face lights up.

                        IRVING ROSENFELD
               Danny. This is a fantastic
               picture. What did you do today?

                         DANNY
               That kid Donovan is being mean to
               me.

                         IRVING ROSENFELD
               The big kid? I thought Mommy picked
               you up so he couldn't bother you.

                         DANNY
               She was late, and then after we put
               out the fire, mommy said stay in my
               room with my baseball cards.

     Danny reaches across to Irving and takes his glasses off his
     face and puts them on.

                            IRVING ROSENFELD
               What fire?

                         DANNY
               Did you know they make a lamp that
               has the sun in it? [Irv looks at
               him] Mommy got the lamp. She made
               her special drink and the lamp made
               a fire.

     Irv looks concerned.


59   INT. MASTER BEDROOM - NIGHT                                    59

     Irv's wife Rosalyn sits up on the bed in a muumuu, half her
     face is burned.

                         ROSALYN ROSENFELD
               I put out the fire. The fire is
               out.

                         IRVING ROSENFELD
               For the first time in my life I do
               the right thing.
                                      25.


          ROSALYN ROSENFELD
Oh shut up --

          IRVING ROSENFELD
I save a young single mother, and
her kid. I marry her. I adopt him -
-

          ROSALYN ROSENFELD
You fell in love! Don't forget we
fell madly in love!

          IRVING ROSENFELD
Yes, I fell in love. My God, I
fell in love. Yes. But you know
what? I thought you were
mysterious like my mother until it
turned out that mysterious just
meant depressed, hard to reach. I
mean, I'm dying here! And you need
somebody who's gonna be quiet like
you. You're young, you're
beautiful. You gotta find somebody
else. You gotta go out and get
some friends all right? Don't sit
inside --

          ROSALYN ROSENFELD
I don't like going out. You know
that I get anxiety when I have to
meet people. You know how hard that
is.

          IRVING ROSENFELD
Yeah but you can't just stay in the
house with the fucking sun lamp.
Alright? And I can't-- I mean,
look, I can't trust you with it
anyway. That fire and everything. I
can't trust to leave you with
Danny.

          ROSALYN ROSENFELD
I put the fire out Irving! There is
no fire! Maybe if you were here
more, then there wouldn't have been
a fire in the first place.

          IRVING ROSENFELD
Oh, what, there wouldn't have been
a fire if I was here?
                                                          26.


                    ROSALYN ROSENFELD
          Just stop with the whole fire
          thing. God it was a mistake. I'm
          sure a million people do that all
          the time. Those sun lamps are
          dangerous. Shouldn't even have them
          in the house, really. I bet that
          happens all the time. This was
          nothing.

                    IRVING ROSENFELD
          We're not happy. Alright?

Rosalyn just stares there for a moment at Irving saying
nothing.

                    ROSALYN ROSENFELD
          You know that I could take Danny.
          You know that most of your work is
          illegal. And you know that if you
          tried to divorce me, you know that--
          I'm not saying that I would, but
          I'm saying that I could. And I'm
          saying that that is why I don't
          like divorce, Irving. Women do that
          in divorces. Women get the
          children, and then the fathers
          never see them. My mother never got
          divorced. My grandmother never got
          divorced. There are NO divorces in
          my family. I am not getting a
          divorce.

                    IRVING ROSENFELD
          Come on. What are we doing here?

                    ROSALYN ROSENFELD
          We fight and we fuck and that's
          what we do. That's our thing.

                    IRVING ROSENFELD (V.O.)
          She was the Piccaso of passive
          aggressive karate. She was better
          than any con artist I'd ever met
          including myself. And she had me
          like nobody had me.


Rosalyn sheds her muumuu, to reveal a white leotard.

                    ROSALYN ROSENFELD
          Irving, come to mama. Come on.
                                                                27.


                         IRVING ROSENFELD (V.O.)
               You might say she was my karma for
               how I took advantage of people.

                         ROSALYN ROSENFELD
               Irving, come here. Come on. Get
               into bed.

                          IRVING ROSENFELD
               Alright.

                         ROSALYN ROSENFELD
63             Baby, there's such good stuff here.                    63


     INT. DANNY'S ROOM - NIGHT

     DANNY SITS PLAYING ON THE BED WITH HIS TOYS.

                         IRVING ROSENFELD (V.O.)
               I did not want to leave the kid
               behind. He was my son. She had me.
               I was her mark.


     INT. LONDON ASSOCIATES - DAY

     SLOW PUSH IN FROM WIDE SHOT BEHIND NEW CLIENT/MARK, FROM THE
     BACK, AS THEY SIT FACING EDITH, TO ONE SIDE, AND IRV, BEHIND
     THE DESK.

     CAMERA KEEPS PUSHING IN SLOWLY TOWARD THE BACK OF THE MARK'S
     HEAD AS HE FACES SYD AND IRV.

     WE NOW SEE THE MARK: A charismatic, mercurial, wild eyed
     BUSINESSMAN "MORT PAPIERMAN" in need of a loan.

     Mort's eyes go from her knees to her eyes -- His eyes meet
     Sydney's -- he looks soulful, open. She stares at him. Irv
     notices uncomfortably. He's JEALOUS.

                         IRVING ROSENFELD
               -- and every deal I take, I close.
               However, my fee is non refundable,
               just like my time.

                         MORT PAPIERMAN/RICHIE DIMASO
                   (filling out paper work)
               I want to thank you very much
               Irving for seeing me. Sorry I'm so
               nervous.

     Richie reaches for his top button to adjust it.
                                                       28.


                    MORT PAPIERMAN/RICHIE DIMASO (CONT'D)
          Am I not buttoned?

Edith stares at him and smiles.

                    MORT PAPIERMAN/RICHIE DIMASO (CONT'D)
          I just gotta say Mr. Rosenfeld,
          that Lady Edith was very adamant
          that you were top notch and --

                    IRVING ROSENFELD
          That's correct.

                    MORT PAPIERMAN/RICHIE DIMASO
          I really need your help. I'm
          desperate. I've got the Audis for
          collateral and the two boats, and I
          forgot to mention that I have a
          little piece of real estate in Long
          Island.

                    EDITH GREENSLY
          No, you didn't mention that. Two
          lunches and you never mentioned
          that.

                    MORT PAPIERMAN/RICHIE DIMASO
          Oh, I was gonna mention it and then
          the guy with the hat walked in.

                     EDITH GREENSLY
          The hat.

                    MORT PAPIERMAN/RICHIE DIMASO
          And I forgot totally. It was the
          second time we had lunch.

                    EDITH GREENSLY
          You couldn't see his eyes. He had
          no eyes. It was like, did he make
          it?

                     MORT PAPIERMAN/RICHIE DIMASO
              (laughing)
          Do they sell hats like that? Where
          do they come from? Actually, I went
          to the store that I thought maybe
          he bought it there. I was gonna get
          you one --

                    EDITH GREENSLY
          You were going to get me one?
                                                   29.


                    MORT PAPIERMAN/RICHIE DIMASO
          Like as a memento.

Irving decides to interject.

                    IRVING ROSENFELD
          Two lunches?

                    EDITH GREENSLY
          Yes. It's two lunches. What's the
          big deal?

                    IRVING ROSENFELD
          That's unusual.

                    EDITH GREENSLY
          I was trying to get him to be more
          aggressive. On his loan that is.

                    Mort PAPIERMAN/RICHIE DIMASO
          You showed me a whole new side of
          the city I'd never seen before.

                    EDITH GREENSLY
          Oh, good. You're welcome.

                    Mort PAPIERMAN/RICHIE DIMASO
          No, thank you.

                    IRVING ROSENFELD
          Yeah, right. You liked it? Should I
          take you there?

                    EDITH GREENSLY
          Yes.


                    IRVING ROSENFELD
          Should I take you there twice?


                    EDITH GREENSLY
          Stop.

IRVING MOTIONS SYDNEY TO COME CLOSE HE WHISPERS
CONFIDENTIALLY TO HER.

                    IRVING ROSENFELD
              (confidential to Edith)
          What's going on, you like this guy?

                    EDITH GREENSLY
          Yes I like this guy.
                                                           30.


                    IRVING ROSENFELD
          Is that messing up your judgement?
          Don't be stupid.

                    SYDNEY PROSSER
          No, he's not messing with my
          judgment.

                    IRVING ROSENFELD
          Hey, play your part.

                    EDITH GREENSLY
          Fine. You play your part.

                    MORT PAPIERMAN/RICHIE DIMASO
              (holds out cashiers check)
          Take it to your people in London.
          Please, take it to them. I got the
          cashier's check right here. I give
          you five and you give me fifty
          right back, right? Please. Please
          don't reject me. Give a guy a
          chance.

MORT/RICHIE REPEATEDLY TRIES TO HAND IT TO IRV, WHO IS BUSY
STARING AT SYDNEY STARING AT MORT. MORT HOLDS THE CHECK IN
THE AIR UNCOMFORTABLY AWKWARDLY UNTIL -- almost in slow
motion --Edith takes the check -- staring at Mort. IRV STARTS
TO LEAVE -

                    MORT PAPIERMAN/RICHIE DIMASO (CONT'D)
          Zurich? You got an office in
          Zurich? Paris? I can call Paris?

                    IRVING ROSENFELD
          If you could excuse me for one
          second?

                    MORT PAPIERMAN/RICHIE DIMASO
          Yeah, take your time. Do whatever
          you need to do. Go ahead, take your
          time.

HE HEADS TO THE REAR EXIT WHILE SYD MOVES TO ANOTHER -- IRV
OPENS THE DOOR - BAM -- A WARRANT IS HELD UP TO HIS FACE BY
STOCKY FBI AGENT SCHMIDT IN A SUIT - HE WALKS IRV BACK INTO
THE OFFICE --

AS Edith OPENS A SIDE DOOR -- BANG - FEDERAL AGENT STOCK
WALKS HER BACK INTO THE OFFICE WITH A WARRANT.

                    IRVING ROSENFELD
          You got the wrong office, you're
          gonna be embarrassed.
                                                                31.


     THE AGENTS START PUTTING EDITH IN CUFFS IMMEDIATELY.

                         IRVING ROSENFELD (CONT'D)
               HEY, HEY, HEY! GO EASY ON HER.

                         MORT PAPIERMAN/RICHIE DIMASO
               I may not have you, Irving, but I
               have her on fraud. Impersonating
               another individual.

                         IRVING ROSENFELD
               Fraud?! Fraud? What is that?
               Identity fraud?

     AGENTS SCHMIDT AND STOCK IMMEDIATELY START TAKING BOXES OF
     FILES FROM DRAWERS, IMPOUNDING EVIDENCE.

                         MORT PAPIERMAN/RICHIE DIMASO
               You may be from England, Edith, but
               you're not royal and you have no
               banking connections and that's a
               felony. How long is that? That's 3-
               5 years I think.

                         EDITH GREENSLY
                   (about the handcuffs)
               Hey! Not so tight!

                         IRVING ROSENFELD
               Oh really? That's interesting. I
               don't even know your real name.

     Richie pulls out a badge and shoves it in Irving's face.

                         RICHIE DIMASO
               Richie Dimaso, FBI. Nice to meet
               you.

     Richie looks at Edith with concern and points at Irving.

                         RICHIE DIMASO (CONT'D)
               You gotta get away from this guy.

     Agents take boxes of files out of the office- Irv standing
     alone in center of room- shell-shocked.


64   INT. FBI HOLDING OFFICES - DAY.                                  64

     SYDNEY IS LED INTO A HOLDING CELL BY AN FBI AGENT.
                                                             32.


                         IRVING ROSENFELD (V.O.)
               He wouldn't let me see her for
               three days. He even managed to
               delay a lawyer.


     INT. FBI HOLDING CELL - DAY

     Dim cell, lit only from small high barred window, no lights
     on. Edith looks like she's coming apart -- circles under her
     eyes, a shadow of her confident self -- pale, scared, hair
     flat, stringy, unglamourous, pacing, rocking.

                         IRVING ROSENFELD (V.O.)
65             She couldn't handle it.                               65


66   INT. FBI HOLDING CELL - NIGHT                                   66

     FLUORESCENT LIGHTS COME ON IN THE CELL -- Edith squints. Cell
     is unlocked by Richie Dimaso WHO enters with a cup and saucer
     of tea. He stands near her with the tea.

                         RICHIE DIMASO
                   (to the other side of the
                    two-way mirror)
               Joe, how come the fluorescents are
               on? Can we kill that, please? (to
               Syd) Jesus I put this lamp here for
               you 'cause I thought it'd be better
               for you. There's a wire here.
               They're scared because people hang
               themselves but I know you're too
               smart for that. Where's the table
               and chair? There's no bed here?
               It's like a fucking asylum. Joe, is
               everybody off today? Jesus Christ
               it's scary. Maybe I wanted to scare
               you. I don't know. Maybe it was my
               idea. Maybe i'm a little off the
               beaten path you know? I don't know.
               You look dehydrated. Here, want to
               try some tea? Oh yeah, your lips
               are all chapped. (re: tea) It's
               herbal. My favorite.

     Richie bends down to Edith who is sitting on the floor in the
     corner and hands her the cup and saucer. She lifts the cup
     but her hand is shaking almost violently as she raises the
     cup to her lips.

                         RICHIE DIMASO (CONT'D)
               I know you think -- look at me.
               Hey. Edith.
                         (MORE)
                                                        33.

                    RICHIE DIMASO (CONT'D)
          I know you think Irv loves you. I
          know you think you know him -- that
          he sees the world as a cold, dark
          place, and he cares about nobody
          but very few people on his short
          list: his son, his father, Rosalyn,
          and you. And you think you're at
          the top of that list. But what if
          you're not. What if you're not even
          on the list at all? He'd be in
          here right now if he took the
          check.

She thinks about this. She trembles.

                    RICHIE DIMASO (CONT'D)
          He'd be in here right now if he
          took the check. But no, you did.
          God, it's, it's so clear to me.
          It's so crazy -- it's clear to me,
          but it's not clear to you. He uses
          you, Edith, to protect himself. To
          protect his son and his wife in
          Long Island. No? Yes. He put a
          ring on her finger, he adopted her
          son. They have huge house, they
          have two cars. What does she do all
          day? I'll tell you what she does --
          she plays with her nails, she
          watches T.V., and she spends your
          money, the money that you make.

Edith stares at Richie, taking this in.

                    RICHIE DIMASO (CONT'D)
          I don't like that you're in jail
          while he's going free. I don't
          like any of that. I want to help
          you. All the razzle-dazzle that he
          does, it's not good. It's not real.
          It's fake. It's not real. Who you
          are is who you are, between you and
          God. You and your soul. That's what
          matters. That's what counts.
          That's what I'm about. And that's
          what I see in you. Tell me you
          didn't feel it the first time we
          saw each other. Am I crazy? I don't
          think so. I'm not supposed to be
          talking like this, but I don't
          care, I break the rules.

Edith looks at Richie in silence as she thinks about what
he's saying.
                                                             34.


                         RICHIE DIMASO (CONT'D)
               Okay, Edith? Edith. I want to help
               you. I like you. (whispers) I like
               you. (dead serious) I like you.


67   INT. FBI OFFICE, FEDERAL OFFICE BUILDING, NY - DAY            67

     Irv stands alone on the other side of the glass staring at
     Sydney.

     Richard Dimaso walks in.

                         RICHIE DIMASO
               Been in there three days. Hasn't
               been so good for her.

     Irv continues to stare at Sydney.

                         RICHIE DIMASO (CONT'D)
               How does that make you feel her in
               there? That check was for you,
               right? But you knew somethin' was
               off. That's 'cause you're good.
               You're, like, the best at what you
               do in the whole country, aren't
               you?

     Irv looks at him.

                         RICHIE DIMASO (CONT'D)
               But you know what? If the country
               were run by people like you, Irving
               Rosenfeld we'd be living in Eastern
               Europe or Guatemala. You ever been
               in Guatemala? You ever been in jail
               in Guatemala? You ever try to get a
               telephone or a permit or anything
               in Guatemala? That's what this
               country would be like if we let
               people, let the liars like you, run
               this country.

                         IRVING ROSENFELD
               Who made you god and judge?

                         RICHIE DIMASO
               My grandmother lived to be ninety-
               three years old. Never lied in her
               life.

                         IRVING ROSENFELD
               Congratulations.
                                                             35.


                         RICHIE DIMASO
               Thank you. I'm proud of that, too.
               Does that make her not a good
               person? Is that not something to
               strive for?

                          IRVING ROSENFELD
               Why you breaking my balls? Get to
               the point.

                         RICHIE DIMASO
               I see something in you, Irving. I
               get very excited. I think that we
               have a lot of potential here. Now,
               look. I came up with the idea.
               It's all from me. I want to change
               things. I want to go after white
               collar crime. Irving, you're very
               skilled. And I want you to teach me
               and we can do this. I want four
               people that do what you do.
               Fraudulent investments. Fake
               certificates of deposit. Stolen
               art, fake art. You get me four
               people and you're off the hook.

                         IRVING ROSENFELD
               Four busts and you'll leave us
               alone? We don't have to testify?

                         RICHIE DIMASO
               You're good, you're done. Anything
               you want. But if you run, then your
               life is over. You'll be hunted, and
               it's gonna be very difficult for
               Rosalyn and your kid to live in
               this country.


68   INT. SYDNEY'S APARTMENT BEDROOM - NIGHT                         68

     A NICE UPPER EAST SIDE apartment. Sydney has finally changed
     her clothing from when she wore the same dress at the holding
     cell. It is quiet in the apartment - faint street noise from
     3rd Avenue below.

                         SYDNEY PROSSER
               We need to leave. We need to run
               and we need to do it now. We can go
               to Estonia or Romania, I don't
               care, we'll take the cash from the
               bed and get out of here, alright?
               We talked about it a hundred times.
                                                36.


Irv stares at her and struggles.

                    IRVING ROSENFELD
          What about Danny?

                    SYDNEY PROSSER
          What about Danny?

                    IRVING ROSENFELD
          I adopted him! I gave him my name!
          I'm not leaving him with Rosalyn,
          she's unstable!

                    SYDNEY PROSSER
          That's a manipulation! Rosalyn's
          will never let you go. She'll use
          Danny against you because she's too
          messed up to let you leave.

                    IRVING ROSENFELD
          I can't leave him. I love him.
          Alright? He's my son.

                    SYDNEY PROSSER
          Richie said you would say that.

                    IRVING ROSENFELD
          Richie? What, the cop? Your on a
          first name basis with him?

                    SYDNEY PROSSER
          Yes I am. I'm not even on your list
          am I?

                       IRVING ROSENFELD
          What list?

                     SYDNEY PROSSER
          Your list. Your short list. Your
          long list. I'm not even on anyone
          of your fucking lists. I thought
          you loved me. I thought we had
          something.

                    IRVING ROSENFELD
          We do have something. I love you,
          it's perfect! What are you saying?
          We're gonna go to Romania? We're
          gonna take Danny?

                    SYDNEY PROSSER
          Yes. Yes, that's what I'm saying.
          You, me, Danny.
                                                        37.


                    IRVING ROSENFELD
          Well you never said that before.

                    SYDNEY PROSSER
          I'm saying it now. We're us, and we
          can make it an adventure like we
          did. We can make it an adventure
          like we make everything, alright?
          But we have to go now. We have to
          leave right now.

                    IRVING ROSENFELD
          I can't leave Danny. I'll lose
          custody.

                    SYDNEY PROSSER
          You have to take me away! We have
          to leave!


              (sobbing)
          What are you saying?! Oh my god.


                    IRVING ROSENFELD
          What are you doing?! Please!

Sydney goes storming out of the room and down the hall of her
apartment. Irving follows.

                    SYDNEY PROSSER
          I can't believe this is happening.

                    IRVING ROSENFELD
          Don't say I don't love you because
          that's bullshit!

                    SYDNEY PROSSER
              (sobbing)
          This is bullshit. You are bullshit.
          We are bullshit.

She starts sobbing, shaking.

                    IRVING ROSENFELD
          Please don't do this.

                    SYDNEY PROSSER
          I just never thought you were
          conning me.

                    IRVING ROSENFELD
          I could never con you. I love you.
          Please don't say this.
                                                        38.


Irv walks to her and bends down to join her on the floor as
she sobs.

                    SYDNEY PROSSER
          No, I'm done.

                    IRVING ROSENFELD
          Don't say that.

                    SYDNEY PROSSER
              (cries)
          I'm gonna do these four busts,
          these four cons, to get us out of
          this. Not just me, but us. And
          I'm gonna get really close with
          Richie, the cop, in case we need to
          use him, if we need another move.

                    IRVING ROSENFELD
          We don't need another move. We need
          four busts, and we're done.

                    SYDNEY PROSSER
          We are going to need another move,
          trust me. And you're going to be
          thanking me. (shifts to British
          accent) The key to people is what
          they believe and what they want to
          believe and I want to believe that
          we were real, and I want to believe
          that a man could want me. And I'm
          gonna take all of that heartbreak,
          and all of that sorrow, and I am
          going to use it. And I'm going to
          make Richie think that I want him,
          and that I like him, and I'm going
          to be very convincing -- And I'm
          pissed at you.

Sydney reaches over and carefully grabs Irving's face
lovingly which quickly turns into a slap as she continues on.

                    SYDNEY PROSSER (CONT'D)
          Because I'm pissed at you!

Irving stares at Sydney with confusion. He's never seen her
like this before.

                    SYDNEY PROSSER (CONT'D)
          Maybe I do like him -- Maybe I like
          him a lot. From the feet up right --
          baby?

Sydney gets up from the couch and storms back to her room.
                                                             39.


                         SYDNEY PROSSER (CONT'D)
               Quite your belly aching and come up
               with something to get us out of
               this. And you're right -- I'm in no
               state to deal with this so what's
               it gonna be, Mister Mastermind?

     SOUND PRELAP:

                         RICHIE DIMASO (O.S.)
69             An Arab sheik? Why do we need an                      69
               Arab Sheik?


70   INT. ART MUSEUM - DAY                                           70

     Richie, in sharp lapeled suit, chain on his neck, walks with
     Irv and Edith and joined by a man who looks like an ARAB
     SHEIK who they trail.

                         IRVING ROSENFELD
               How do you think this works,
               stupid?

                         SYDNEY PROSSER
               If you could not call him `stupid'
               which he's isn't, he's smarter than
               you. Last I checked he's in control
               here and we work for him now so be
               nice.

     Richie stares at Edith elated that she just stuck up for him.
     He's really enjoying this position of power she's putting him
     in.

                         IRVING ROSENFELD
                   (stares at her, upset)
               OK, to set this up and bust a con
               artist we have to make the honey
               pot to attract the bees. In order
               to attract the bees, we need to
               offer them a wealthy individual who
               can be taken advantage of, someone
               special, someone new, someone
               amazing. Then those guys will want
               to sell fake bank CDS to THAT guy,
               take the sheik's money, see?

     Richie looks at Irving uncertain.

                         SYDNEY PROSSER
               Only they can't get into his money
               unless you they know someone, and
               that someone is us.
                                                           40.


                    RICHIE DIMASO
          Oh that's good.

                    RICHIE DIMASO (CONT'D)
          So if you want to get somebody like
          your con artist friend -- Carl
          Elway -- you get him to want to buy-
          -

                    IRVING ROSENFELD
          Keep your voice down.

                    RICHIE DIMASO
          -- or sell fake art or stolen art
          or fake certificates of deposit, he
          needs -- who does he need? -- he
          needs a rich sheik guy, and there
          you go -- we can pinch him!

                    IRVING ROSENFELD
          Right, but I don't tell Elway shit.
          I wait for him to call me. The art
          world is a small world -- and one
          of Elway's acquaintances is
          clocking us right now.

Richie starts to look around.

                    RICHIE DIMASO
          Where?

                    IRVING ROSENFELD
          Don't look.

Richie looks anyway and sees ELWAY'S ACQUAINTANCE, a man
balding, 45 clocking them from the balcony.

                    IRVING ROSENFELD (CONT'D)
          You have a good look?

                    RICHIE DIMASO
          How do you know the Sheik?

                    IRVING ROSENFELD
          This is my friend Al from Queens.

                    AL FROM QUEENS/SHEIK
          I do aluminum siding and roofing.

Richie stares, impressed.
                                                        41.


INT. ART MUSEUM - NEXT ROOM - CONTINUOUS

Irving, Edith, Richie, and the fake Sheik admire a REMBRANDT
painting on the wall.

                    IRVING ROSENFELD
          I want to show you something. This
          Rembrandt here? People come from
          all over the world to see this.

                    RICHIE DIMASO
          Yeah, he's good.

                    IRVING ROSENFELD
          It's a fake.

                    RICHIE DIMASO
          Wait, what're you talking about?
          That's impossible.

                    IRVING ROSENFELD
          People believe what they want to
          believe. Cause the guy who made
          this was so good that it's real to
          everybody. Now whose the master --
          the painter or the forger?

Richie's continues to stare at the REMBRANDT on the wall.

                    RICHIE DIMASO
          That's a fake?

                    IRVING ROSENFELD
          That's the way the world works. Not
          black and white as you say.
          Extremely grey.

ELWAY'S ACQUAINTANCE walks up to Irving and the group and
steps into the conversation.

                    ELWAY'S ACQUAINTANCE
          Irving can I --

                    IRVING ROSENFELD
          How many times I gotta tell you.
          You can't meet the sheik, alright?

Edith sees this and steps into the conversation.

                    EDITH GREENSLY
          Arthur? Hi. Edith. We've met
          before.
                                                                42.


                          EDITH GREENSLY (CONT'D)
                I wanted to introduce you to Robert
                Spencer. We're advising the Sheik
                together.

      She looks at Richie. Richie offers his hand.

                          RICHIE DIMASO
                    (catching up)
                Yeah, I'm Robert Spencer, advisor
                to the sheik.


70A   EXT. CHELSEA HOTEL -- ESTABLISHING - DAY                        70A


71    INT. OFFICE OF CARL ELWAY - SUCCESSFUL, BUT SHADY - DAY         71

      CARL ELWAY, 40, preppie Waspy, very old fashioned with
      cigarette holder, but something vaguely criminal about him,
      in his conservative suit, natty white and red striped shirt,
      and navy blue tie sits with Irving.

                          CARL ELWAY
                What's this I hear about a god damn
                Sheik?! Why you leaving me out of
                this? I gotta hear about it from my
                friends?

                          IRVING ROSENFELD
                It ain't for you Carl.

                          CARL ELWAY
                What do you mean it ain't for me?
                We gotta do certificates of
                deposit. I can print as many as you
                need.

                          IRVING ROSENFELD
                This is not a one man operation.

                          CARL ELWAY
                Look, I can get other guys. What
                are you talking about Irving?

                          IRVING ROSENFELD
                You're telling me that you can get
                four guys to sell fake certificates
                of deposit to my investor within a
                week?

      The camera zooms into Irving's shirt collar revealing a tiny
      microphone.
                                                        43.


                    CARL ELWAY
          Yes I can make that happen. Carl
          Elway can do what he says he's
          going to do.

                    IRVING ROSENFELD
          That's interesting but you know
          I've got other guys lined up. I've
          got a meeting with my associates.

SUDDENLY CARL ELWAY'S ASSISTANT, OPENS THE DOOR AND ENTERS.
Richie Dimaso and Edith ARE STANDING THERE -- MUCH TO IRV'S
DISMAY.

                    CARL ELWAY'S ASSISTANT
          Carl, his associates are here. He's
          got a meeting he's got to go to.

                    CARL ELWAY
          No wait. Don't go anywhere.

                    IRVING ROSENFELD
          I've got to go.

Irving gets up to walk out as Richie and Edith stand in the
doorway.

                    IRVING ROSENFELD (V.O.)
          Crazy thing about people -- the
          more you say no, the more they want
          in on somethin. It is so stupid.


Irving looks over at Richie and Edith.

                    IRVING ROSENFELD
          I'll tell them, don't worry. Hey
          you know what Carl just told me? He
          said he could do this whole thing
          with four guys within a week.

                    CARL ELWAY
          Or we could do somethin' much
          bigger!

Richie jumps into the conversation.

                    RICHIE DIMASO
          Something bigger? My guy deals with
          hundreds of millions of dollars.
          How much bigger?

He walks over to Carl.
                                                           44.


                    CARL ELWAY
          Hundreds of million -- I knew you
          were holdin' out on me Irving!
          Hundreds of millions of dollars?
          Like much bigger. Like I'm talking
          about we say never the fuck mind
          the CD's and we could have some
          complete access to something huge.

                     RICHIE DIMASO
          Huge? Like what? (introducing
          himself) Robert Spencer, advisor to
          the Sheik.

                    CARL ELWAY
          Carl Elway.

Irv stares at Richie with contempt, then turns to Edith,
DRESSED TO THE NINES.

                    CARL ELWAY (CONT'D)
          I want you to think of the most
          undervalued asset in the state of
          New Jersey today. The rebuilding of
          Atlantic City.

Richie looks over at Irving and Sydney and mouths the word
"WOW".

                    CARL ELWAY (CONT'D)
          Look, maybe they, maybe they
          legalized gambling a year ago but
          nothing's happening.

Irving interjects.

                    IRVING ROSENFELD
          Hey, quit while you're ahead Carl.

                    CARL ELWAY
          I know the guy. I know the right
          people who are going to help you
          out.

                    RICHIE DIMASO
          Whose the guy?

                    CARL ELWAY
          The guy is Carmine Polito.

                    RICHIE DIMASO
          Whose Carmine Polito?
                                                             45.


75   INT. FBI OFFICE, FEDERAL OFFICE BUILDING, NY                   75

     PUSH IN: STODDARD THORSEN, Richie's FBI supervisor.

                         STODDARD THORSEN
                   (shakes his finger `no')
               Carmine Polito? Carmine Polito, no.

     We freeze frame on Stoddard as we HEAR Richie'S VO:

     AS Richie TALKS WE SEE A SHORT FILM ABOUT Carmine Polito:

     - PUSH IN: Mayor Polito walks a Camden street waves, shakes
     hands of WELL-WISHERS

                         RICHIE DIMASO (V.O.)
               My boss Stoddard proceeded to tell
               me that Carmine Polito was the most
               quietly powerful person in the
               state of New Jersey. A lifetime
               native of the very racially mixed
               Camden, which had become a ghetto,
               and where he had been Mayor for ten
               years. A very beloved guy. A guy
               who never gave up on his people.
               His father had emigrated from Italy
               and had stoked coal.

     - Frank Sinatras COFFEE SONG, 1940s version, as we see
     Carmine talk to and dance joyfully with his kids and wife at
     breakfast.


                         RICHIE DIMASO (V.O.)
               A big family guy with five kids.
               They even adopted some other kid.
               A black kid from the Boys and Girls
               Club who'd lost his family. I mean,
               his household was a joyous place.
               And his wife Dolly, she was the
               apple of his eye and the center of
               the household. I mean everyone
               loved this guy.

     - PULL OUT Mayor Polito walks up steps of City Hall as he
     greets a women and her baby; into his office greeted by a
     couple of AIDES who show him papers to sign.

                         RICHIE DIMASO (V.O.)
               And he had a huge heart.
                                                             46.


78   INT. CAMDEN CITY HALL - W.P.A. MURAL ROOM - DAY                78

                         CARMINE POLITO
                   (giving speech)
               The W.P.A. employed craftsmen to
               paint this during the Depression.
               Why can't we employ people today to
               do work like this in rebuilding
               Atlantic City?

                         RICHIE DIMASO (V.O.)
               He worked with all the unions. He
               was the leader of the State
               Assembly. And he had just gotten
               gambling legalized in New Jersey to
               create jobs.

80   -- FLOOR OF STATE ASSEMBLY -- Carmine huddles with other       80
     STATE LEGISLATORS, horsetrading and then poses for a picture
     with other members of the State Assembly.

                         RICHIE DIMASO (V.O.)
               But he couldn't get the funds to
               rebuild Atlantic City and that was
               his problem. So with our help, he
               was about to have his hand in the
               wrong pocket at the wrong time.
               And to me that meant corrupt

81                                                     BACK TO:     81

                         STODDARD THORSEN
               You said grifters and con artists.
               We're not going after some
               politician. This is a bad idea,
               Richard.

                         RICHIE DIMASO
               Shhhh. Look, it's really simple.
               All you need is to put two million
               in a Chase account --

                         STODDARD THORSEN
               What?!

                         RICHIE DIMASO (CONT'D)
               -- under the Sheik's name --

                         STODDARD THORSEN
               Whose two million?!
                                                  47.


                    RICHIE DIMASO
          Shh, just listen. Two million
          dollars under the Sheik's name, in
          a Chase account that we control.
          Carmine calls up on the telephone --
          calls the bank -- and he sees that
          the Sheik is real and he has a real
          account. Five days.

                    STODDARD THORSEN
          I'm not taking two million dollars
          of the taxpayers' money and putting
          it anywhere for five days, I don't
          care if we control it the whole
          time.

Richie as he stares at Stoddard in frustration.

                    RICHIE DIMASO
          Stoddard, let us do what we need to
          do to rule out corruption and to
          get rid of the payoff guys that are
          ruining this country. That's my
          dream. Don't smother it, please.

                    STODDARD THORSEN
          You know Richard, I understand your
          eagerness. I really do. You know
          I'm from Michigan, right? Let me
          tell you a story about me, and my
          dad, and my brother. We used to go
          ice fishing every November. Ice
          Fishing. That's what we lived for.

                    RICHIE DIMASO
          Holy shit --

                     STODDARD THORSEN
          Just listen to me. It's beautiful.
          You have a little stove. You huddle
          around, you keep each other warm.
          You drop a line and you just wait.
          One year my brother says, "let's go
          in October." He wants to go ice
          fishing in October. My dad says,
          "No, the ice is too thin." My
          brother says -- I love my brother
          he says --
                                                             48.


                         RICHIE DIMASO
               I understand what's happening.
               You're saying your brother went out
               on the ice, the ice was too thin,
               he fell through the ice, he went in
               the water because he was too eager,
               and you're saying I'm too eager --
               that's what you're saying?

                         STODDARD THORSEN
               No, that's not what I'm saying.

                         RICHIE DIMASO
               What are you saying?

                         STODDARD THORSEN
               We'll finish the ice fishing story
               another time, young man. For now,
               no Carmine Polito. Go do your job.

     Richie looks at him annoyed and upset.

                         RICHIE DIMASO (V.O.)
               Stoddard shot the whole thing down.

                         RICHIE DIMASO
               Boring.

                         RICHIE DIMASO (V.O.) (CONT'D)
               But Edith was a genius.

83   SEE B-ROLL OF: Edith and Richie walk back into FBI building,   83

84   down corridor;                                                 84

                         RICHIE DIMASO (V.O.) (CONT'D)
               She somehow found this woman who
               controlled the wire room. A woman
               I'd never heard of. Way back in a
               warren buried in the Bureau. This
               cat lady nobody even talked to.
               Edith met her in the ladies room
               and became friends with her. This
               lady handled all the wires and now,
               she was working with us.


                                                     SMASH TO:

85   Edith and Richie enter to find BRENDA, FBI, MATRONLY, OLDER;   85
     EDITH carries a basket of exotic teas;
                                                           49.


                     RICHIE DIMASO (V.O.) (CONT'D)
          She was excited to be included in
          an operation instead of being on
          the other end of a memo. It was
          beautiful.

Edith goes to hand her the PIMMS CUP and basket of teas.

                    EDITH GREENSLY
          Brenda, hi!

                    BRENDA MCPHERSON
          Hi!

                    EDITH GREENSLY
          You said you liked exotic food, so
          that's from England.

                    BRENDA MCPHERSON
          That's from England?

                    EDITH GREENSLY
          That's right. And I brought you
          some tea as well.

                    BRENDA MCPHERSON
          Thank you so much! Nobody ever
          tells me about these operations,
          they just say, "Brenda, do the
          clerical wiring work and don't ask
          questions."

                    EDITH GREENSLY
          You need to tell Richie about your
          cats. He loves them.

                    BRENDA MCPHERSON
          Oh my cats?!

Brenda starts pointing out pictures of all her cats tacked to
the walls amidst the wire memos and paperwork.

                    BRENDA MCPHERSON (CONT'D)
          Well that's Harry -- look at him
          standing up, isn't that sweet? And
          that's Wendy. She's a rascal. But
          Barnaby, that's another story.
          Barnaby plays the piano!

                    RICHIE DIMASO
          That's impressive.
                                                             50.


                         RICHIE DIMASO (V.O.) (CONT'D)
               We got her to wire two million
               dollars into an F.B.I.-controlled
               account at Chase. It'd be there
               for five days and if Polito called
               he'd see that the Sheik was real.


86   HALLWAY OF FBI                                                86

     Edith and Richie laugh excitedly as they walk the hallways.

                         RICHIE DIMASO (V.O.) (CONT'D)
               By the time Stoddard caught up to
               us Edith made sure his boss was
               impressed by my idea. So before he
               even knew it was happening his boss
               was calling to congratulate him.

     PUSH IN ON CHIEF US PROSECUTOR, SPECIAL TASK FORCE, ANTHONY
     AMADO IN HIS LARGE OFFICE ON THE PHONE WITH STODDARD --

                         ANTHONY AMADO
               I'm very impressed. That was very
               smart. The Sheik with the money in
               the bank is a fantastic...don't be
               modest.

                         RICHIE DIMASO (V.O.)
               Anthony Amado. He was the U.S.
               Attorney, and he had a major hard-
               on to make a name for himself. I
               mean this guy loved the idea of
               being famous. And Stoddard had to
               say it was his own idea or he'd
               look stupid in front of his boss.


     INT. STODDARD'S OFFICE --

89   PUSH IN ON STODDARD -- confused, dismayed.                    89

                         STODDARD THORSEN
               Thank you, sir, wait, the sheik --


     INT. STODDARD'S OFFICE - DAY

     He hangs up, pissed, confused.
                                                                51.


                         STODDARD THORSEN
               You made me accept praise from my
               boss who's thanking me for
               something that never shoulda
               happened! Something that I didn't
               approve!

                         RICHIE DIMASO
               You should be happy. There's
               imaginative things happening in
               this office, alright? We're not
               just working in a box.

     Richie leaves triumphant.

                         RICHIE DIMASO (V.O.) (CONT'D)
               We got the two million to put
               Carmine and the Sheik together.

                         STODDARD THORSEN
               Punk.


90   INT. CORRIDOR OF FBI -- DAY                                      90

     Laughing Richie and Edith walk briskly on their way out.

                         RICHIE DIMASO (V.O.)
               I liked being on this side of the
               line. But someone had been left
               out.


91   INT. SYDNEY'S APARTMENT - DAY                                    91

                         IRVING ROSENFELD
               We succeeded because we stayed
               small. I got you Carl Elway. He
               bought stolen art, sold fake bank
               C.D.'s, that's enough. That's one.
               I get you three more -- no
               politicians.

     Richie and Edith look at him.

                         RICHIE DIMASO
               You're gonna do this because you
               got no choice. You work for me.

                         IRVING ROSENFELD
               Now you keep changing the rules.
               You're gettin' a little power
               drunk, Richard.
                         (MORE)
                                      52.

          IRVING ROSENFELD (CONT'D)
You want to tell him, Edith? You
want to wake him up?

          EDITH GREENSLY
Oh no, I said we shouldn't do any
of it, Irving. You know I said
that. So now I support Richie.
He's got vision. Do it heavy or
don't do it.

          IRVING ROSENFELD
I mean, he's the one ruining
America, not me.

          RICHIE DIMASO
How the hell am I ruining America?

           IRVING ROSENFELD
Because people just got over
Watergate and Vietnam, alright?
And you're gonna shit all over
politicians again? And just because
you want to be a big shot and get a
promotion.

          RICHIE DIMASO
No I'm thinking big. This is gonna
be fantastic. We're doing video
surveillance. I'm doing this from
the feet up.

          IRVING ROSENFELD
You will never do it properly
because you got too much government
attitude to be small and sleek.
I'm like the fuckin' Vietcong, man.
I'm in and I'm out. I was there the
whole time -- you don't know it.
That's the fucking art of becoming
somebody who people can pin their
beliefs and their dreams on. And
you can't do it.

          RICHIE DIMASO
How about a suite at the Sheraton
Hotel?

          IRVING ROSENFELD
For Carmine Polito and rebuilding
Atlantic City?

           RICHIE DIMASO
Why not?
                                                53.


                    IRVING ROSENFELD
          You need a luxury hotel for the
          Sheik. Come on!

                    RICHIE DIMASO
          Carmine does back door dealings all
          the time. We don't have a budget
          for that Irving!

                    IRVING ROSENFELD
          You gotta knock the Mayor, the
          Speaker of the State Assembly --
          you gotta knock him off of his
          fucking feet. He's gotta feel like
          he's out of his league. What you're
          offering, this deal, I mean, this
          is unheard of in the state of New
          Jersey, maybe even the whole
          fucking country. A sheik with
          hundreds of millions of dollars to
          rebuild Atlantic City -- are you
          fuckin' kidding me? That's
          gigantic. And the Mayor, he's going
          to want to see cash, he's going to
          want to see it in an account, he's
          going to want to see it right now,
          and he will check. And that's why
          this meeting isn't happening,
          because to get millions, you need
          millions.

Edith listens intently.

                    EDITH GREENSLY
              (shrugs)
          We already did it.

                    IRVING ROSENFELD
              (stunned)
          What?

Irv studies Richie and Edith.

                    EDITH GREENSLY
          We got the bureau to park 2 million
          for three days -- we got the
          account numbers.

                    IRVING ROSENFELD
          `We' meaning you and him?

                    RICHIE DIMASO
          Yeah we did it.
                                                        54.


                    IRVING ROSENFELD
          Really?

                    EDITH GREENSLY
          Yeah, me and that guy.

                    RICHIE DIMASO
          She showed me.

                    IRVING ROSENFELD
          You showed him our thing? You did
          that without me? Are you kidding
          me?

                    EDITH GREENSLY
          What are you going to do?


IRVING AND RICHIE LOOK AT SYDNEY, UNCERTAIN.

IRVING SHAKES HIS HEAD IN DISGUST AND LEAVES. RICHIE STARES
AT SYDNEY SWINGING HER LEGS ON THE COUNTER AS SHE SITS.

                    RICHIE DIMASO
          You playing me? Are we doing this?
          Or you playing him? It'd be very
          bad for you if you're playing me.

                    EDITH GREENSLY
          You're going to have to decide for
          yourself, kid, I just laid
          everything out on the table.

                    RICHIE DIMASO
          This is all very exciting, I never
          knew life could be like this.
          You're wild. You know we're taking
          down a very important politician.

Richie stands very close to Edith - between her legs as she
sits on the counter. He puts his hands on her hips, pulls
her into him. He takes her hand -- puts it on his face,
makes her feel his cheek and forehead with her hand. It is
intense. She prepares for him to kiss her but he steps back.
They are both excited. They stare at each other. The air is
thick with tension, Richie exhales and leaves.

                    RICHIE DIMASO (CONT'D)
              (prelap)
                    (MORE)
                                                               55.

                           RICHIE DIMASO (CONT'D)
                 This is agent Richard Dimaso, I'm
                 placing $75,000 into this briefcase
                 for Mayor Carmine Polito to procure
                 casino license and building permits
                 for Atlantic City.

                                                       BACK TO:


92   INT. PLAZA HOTEL SUITE - DAY                                    92

     Where the film started --

     See RICHIE TALK TO CAMERA IN A CORNER OF THE PLAZA SUITE--
     CLOSE ON MONEY COUNTED INTO BRIEFCASE --

     SMASH TO:

     IRVING'S EYES WIDEN AS WE CUT TO: Richie SLIDE THE BRIEFCASE
     OF CASH, AS SEEN BEFORE, Edith puts her hand on top of
     Richie's to stop him.

     IRV'S EYES WIDEN AS IN `NO! DON'T DO THAT!' WHILE HE AND
     RICHIE STARE AT EACH OTHER. CARMINE LOOKS DISTURBED AT THE
     CASE COMING HIS WAY. HE STANDS.


93   EXT. PLAZA HOTEL -- DAY                                         93

     Carmine Polito, upset, storms down the street as Irving
     catches up.

                           IRVING ROSENFELD
                 Mr. Mayor -- Please stop. Listen, I
                 apologize if that prick offended
                 you. I really apologize.

     Carmine will not turn around -- Irving catches up.

                           CARMINE POLITO
                 Really, I'm all right, thank you.
                 I'm okay.

                           IRVING ROSENFELD
                 No. I'm fucking embarrassed to be
                 associated with that guy at all.
                 Can I just say somethin' to you,
                 please? Don't lose this opportunity
                 to fuckin' Florida -- all right? --
                 because of some bullshit from that
                 punk advisor with his diploma who
                 could never get into the school
                 that we come from. Don't lose that
                 opportunity.
                                                        56.


                    CARMINE POLITO
          Where you from?

                    IRVING ROSENFELD
          I'm from the Bronx. Grand
          Concourse, Hundred and Sixty-fourth
          Street.

THIS REACHES CARMINE. HE AND IRV ARE CUT FROM THE SAME CLOTH.

                    CARMINE POLITO
          I got a lot of friends that live up
          there. I go to Tomaso's on Arthur
          Avenue. You know Tomasos's?

                    IRVING ROSENFELD
          Yeah, Tomaso's.

                    CARMINE POLITO
          The spicy clams.

                    IRVING ROSENFELD
          Yes. They're always good.

                    CARMINE POLITO
          Oh, they're to fucking die for,
          those clams. I haven't been there
          in a while. I like that place.

                    IRVING ROSENFELD
          Carmine -- can I call you Carmine?
          You know, Carmine -- (catches his
          breath) My fuckin' heart's going
          from running down the stairs -- I'm
          not used to running. There's a
          lotta green grass in that hotel
          room up there, alright? And all the
          deals would float through you. You
          get a serious piece on both ends.
          You do with that what you will. I
          live in the real world, I am a
          family man, I got mouths to feed
          and everything. But, you know, we
          just...we gotta grease you
          directly. No middlemen, no
          bullshit. It's the Arab way.

                    CARMINE POLITO
          Yeah, look, I understand. It's a
          great opportunity. It's just I got
          a little thrown by going to have a
          meeting with somebody who ended up
          not being there, so --
                                                            57.


                         IRVING ROSENFELD
               Hey, listen, I was thrown as well.

                         CARMINE POLITO
               I understand. I'll deal with you
               directly. I don't want any
               middleman or any of that bullshit.

                         IRVING ROSENFELD
               Done.

                         CARMINE POLITO
               I like you. Eye to eye. We can do
               business together.

     Irv smiles and nods as they walk back into the hotel
     together.

                         CARMINE POLITO (CONT'D)
               How long do you know this guy? You
               work with this guy before?

                         IRVING ROSENFELD
               I gotta work with him. He's the
               Sheik's man.

                         CARMINE POLITO
               But I still need to meet the Sheik,
               okay?

                         IRVING ROSENFELD
               Done.


94   INT. SYDNEY'S APARTMENT - DAY                                94

                         IRVING ROSENFELD
               I'm going out to dinner with
               Carmine and the wives in Camden.

                         RICHIE DIMASO
               Who?

                         IRVING ROSENFELD
               Carmine and myself and the wives.

                         RICHIE DIMASO
               What?! Without me?!
                                      58.


          IRVING ROSENFELD
He doesn't like you, what do you
want from me, I got him to come
back and take the money and you got
him on tape alright? I can't make
him like you. I did my job.

          RICHIE DIMASO
Did you tell him you were working
with me? That I'm the Sheik's
associate?!

          IRVING ROSENFELD
I just fucking told you he doesn't
like you. I mean, let him have a
night out with a human being for
fuck's sake, he's going to jail
soon. You're done with him. You got
him on tape taking a bribe.

          RICHIE DIMASO
Carmine has got to deal with me,
Irving.

          RICHIE DIMASO (CONT'D)
We're gonna use Carmine. We're
gonna use Carmine to get other
people, that's what we're gonna do.

          IRVING ROSENFELD
What?! Like who?!

          RICHIE DIMASO
Carmine's gonna use the Sheik to
pay off people.

          IRVING ROSENFELD
Are you fuckin' nuts? What are you
say--

          RICHIE DIMASO
We're gonna let Carmine show the
Sheik Atlantic City, how he's gonna
renovate hotels, and see who shows
up. Whoever the Sheik pays off for
licenses and casinos, that's who
we're gonna go after. We're gonna
go after all of 'em!

          IRVING ROSENFELD
More politicians? You realize how
fuckin' dangerous that is? There's
no fucking reasoning with you.
          (MORE)
                                                               59.

                         IRVING ROSENFELD (CONT'D)
               Edith and I were so successful for
               so long because we kept it just
               small enough. You are takin' us to
               a very fucking dangerous place,
               with very serious numbers!

                         RICHIE DIMASO
               If your that successful, how come
               you wound up in this room with me?
               Taking orders from me.

                         EDITH GREENSLY
               You're taking your wife out to
               dinner? Your fucking wife? Did I
               just hear you correctly?

                         IRVING ROSENFELD
               That's the one thing you heard me
               say?

                         EDITH GREENSLY
               I just find it rather shocking
               that's all.

                         IRVING ROSENFELD
               I get to handle two wives with one
               dinner, alright? I take Rosalyn
               out, she keeps her mouth shut, she
               sees that my work is legitimate, I
               get to keep my kid, and I get to
               keep (pointing at Richie) that
               fucking wife happy. Both wives
               happy.


     INT. SYDNEY'S APARTMENT - NIGHT

     Sydney sits alone in her apartment, hair in curlers and
     sparks a joint.


96   INT. RICHIE DIMASO'S APARTMENT - NIGHT                          96

     Richie sits in his bathroom, his hair in tight curlers, as he
     eats a chicken wing.

                         RICHIE'S MOTHER (O.S.)
               Richard! What are you doing? Don't
               eat in the bathroom, I told you so
               many times! And Diane brought
               Napoleons for dessert. Come out of
               the bathroom and pray!
                                                              60.


     HE OPENS DOOR - REVEALS WHOLESOME LOOKING NICE QUEENS GIRL
     DRESSED NEATLY AND HOLDING UP A PASTRY BOX--

                         RICHIE DIMASO
               Oh my god, what did you do?

                                                        CUT TO:


97   RICHIE'S MOTHER, ITALIAN, HER HAIR PULLED BACK.                97

                         RICHIE'S MOTHER
               Richard, the filter is broken in
               the fish tank. It's a problem.

                         RICHIE DIMASO
               See, your job is to do the filter,
               Mom, mine is to do the gravel.
               When you don't do the filter right
               all the fish die. See?

                         RICHIE'S MOTHER
               I can't get the top on that filter.

                         RICHIE DIMASO
               I've gone over this a hundred times
               mom --

                                                        CUT TO:

     RICHIE, HIS GIRLFRIEND, AND MOTHER ALL SIT AT THE TABLE WITH
     FOOD INFRONT OF THEM AS THEY START TO PRAY.

                         RICHIE'S MOTHER
               -- and please help Richard to marry
               Diane so that I may have
               grandchildren and the Pope may have
               more followers. And please bless
               this food that we are about to eat -
               -

     THE TELEPHONE RINGS OFF SCREEN. RICHIE GETS UP TO GRAB IT.


                         RICHIE DIMASO
               Yeah, hello?

                                                       SMASH TO:

                         EDITH GREENSLY
               Hi.

                         RICHIE DIMASO
               Who's this?
                                       61.


          EDITH GREENSLY
It's Edith.

          RICHIE'S MOTHER (O.S.)
Sit down and pray properly!


          RICHIE DIMASO
Are you alright?

          EDITH GREENSLY
Yeah, I'm fine, I'm just alone, you
know? Irving's out with Carmine.

          RICHIE DIMASO
That's right, he went out with
Carmine and his wife. You must not
feel so good about that.

          RICHIE'S GIRLFRIEND (O.S.)
Richard, sit down!

          EDITH GREENSLY
Wait who's there? Who are you with?

          RICHIE DIMASO
Oh, no, it's just people.

          RICHIE'S GIRLFRIEND (O.S.)
People? I'm your fiancée! Richard!

          EDITH GREENSLY
Oh, you've got a fiancée. You're
engaged.

          RICHIE DIMASO
Well, I don't know, no fiancée.    I
don't know.

          EDITH GREENSLY
You don't know if you have a
fiancée?

          RICHIE DIMASO
I don't know --

          EDITH GREENSLY
You don't know? You don't know if
you have a fiancée?

          RICHIE'S MOTHER (O.S.)
The fish filter is broken!
                                                             62.


                         RICHIE DIMASO
               I don't. No.

                         EDITH GREENSLY
               Hmm -- intersting.

                         RICHIE DIMASO
               Hey, you want to get together?

                          RICHIE'S MOTHER (O.S.)
               Richard, do something about the
               fish tank.

                         EDITH GREENSLY
               Fifty-fourth Street?

                         RICHIE DIMASO
               OK, fifty-fourth street.

                         EDITH GREENSLY
               OK.

                                                      SMASH TO:


     RICHIE WALKS OVER TO HIS MOTHER, SITS DOWN IN FRONT OF HER.
     ELLA FITZGERALD'S "IT'S DE-LOVELY" PLAYS.

                         RICHIE DIMASO
               That's what that phone call's
               about. Everybody thought, "Oh,
               Richie DiMaso's gonna stay in the
               office, pushing papers." That's
               not gonna happen, Mom. I'm outside
               in the field. I got people working
               for me. My ideas. I'm running the
               show. I'm the quarterback. And I'm
               not gonna settle for no one, Mom.

     RICHIE KISSES HER ON THE CHEEK AND EXITS.

                                                      SMASH TO:

98   Ext. BARON'S ITALIAN RESTAURANT- CAMDEN- NIGHT                  98

     ELLA CARRIES OVER AS --

     SLOW MOTION: Carmine and DOLLY POLITO (big frosted hair) get
     out of his maroon Lincoln Town car.

     Irv and Rosalyn Rosenfeld get out of his green Cadillac. SOME
     LOCALS SHOUT TO THE MAYOR.

                                                       CUT TO:
                                                              63.


99    INT. TABLE AT BARON'S ITALIAN RESTAURANT - CAMDEN - NIGHT       99

      Ella continues. Mixture of LOCALS: ITALIANS, POLISH, BLACKS
      AND PUERTO RICANS -- wave to the mayor from the bar, and
      tables, as Irv and Rosalyn follow.

100   THEY SIT AT BOOTH --                                            100

                          CARMINE POLITO
                Rocco, you know like we do. The
                chicken very thin. You should see
                the way he does this chicken with
                the red sauce

                          DOLLY POLITO
                It's beautiful.

                         CARMINE POLITO
                Right? With the red sauce, the
                lemon--

      Dolly kisses Carmine as he gives his wife's leg a squeeze and
      kisses her cheek, then her mouth.

      Irv and Rosalyn squeeze hands on the table. SHE KNOCKS BACK A
      GLASS OF RED WINE as a plate of Chicken Picatta is served to
      the table.

                          DOLLY POLITO
                It's the Piccata of the gods!

      She pulls away awkwardly, waiter refills her glass which she
      throws back right away. Irv looks concerned.

      They all drink.

101   CUT TO - LATER: Carmine and Irving talk.                        101

                          IRVING ROSENFELD
                I believe that you should treat
                people the way that you want to be
                treated.

                             CARMINE POLITO
                Right.

                          IRVING ROSENFELD
                Didn't Jesus say that or something?

                          CARMINE POLITO
                He may have.
                                                          64.


                    IRVING ROSENFELD
          Also, always take a favor over
          money. I think Jesus said that as
          well.

                     CARMINE POLITO
               (laughing)
          I don't know if he said the second
          one but he may have said the first
          one.

CUT TO -- Rosalyn DRUNKENLY LEANS IN TALKING TO Dolly POLITO

                    ROSALYN ROSENFELD
              (shows her nails)
          I chip them moving furniture, it's
          my obsession -- Moving, re-
          decorating, it makes me feel better
          like exercise. There's this top
          coat that you can only get from
          Switzerland and I don't know what
          I'm going to do because I'm running
          out of it but I LOVE the smell of
          it.

                    DOLLY POLITO
          I can get that for you, of course.

                    ROSALYN ROSENFELD
          There's something, the topcoat,
          (sniffs nails) it's like perfumey
          but there's also something rotten?
          I know that sounds crazy, but I
          can't get enough of it.

Dolly laughs.

                    ROSALYN ROSENFELD (CONT'D)
          No, smell it. It's true. Dolly,
          historically the best perfumes in
          the world, they're all laced with
          something nasty and foul. It's
          true!

She puts it under Irv's nose as he talks to Carmine, he
sniffs, closes his eyes, nods without even looking.

                    ROSALYN ROSENFELD (CONT'D)
          Irving loves them. He can't get
          enough of them.

                    IRVING ROSENFELD
          I can't get enough.
                                                           65.


                     ROSALYN ROSENFELD
              (hand out to Carmine)
          Carmine, sweet and sour. Rotten and
          delicious.

She leans across the table and puts them under Carmine's
nose.

                    CARMINE POLITO
          Smells like flowers.

                    ROSALYN ROSENFELD
          Flowers, but with garbage.

                    CARMINE POLITO
          You know what that is for me? It's
          coriander for me.

                    ROSALYN ROSENFELD
          Irving loves it. He can't get
          enough. That's what hooks you. He
          always comes back for it.

                    IRVING ROSENFELD
          I can't stop.

                    ROSALYN ROSENFELD
              (confidentially to Dolly)
          He's gonna say we have to talk
          business in five, four, three, two,
          one --

                    IRVING ROSENFELD
              (to girls)
          Dolly, can me and the mayor talk
          business here?

                    ROSALYN ROSENFELD
              (falling off her seat)
          AHH-HA-HAHAAAAAAAAHHHHH!

Carmine and Dolly rush to grab Rosalyn; JULIUS, Carmine's
steadfast AIDE, BLACK, 40, BIG SIDEBURNS, LOOSENED TIE and
white shirtsleeves, BIG SMILE, helps.

                    ROSALYN ROSENFELD (CONT'D)
          No, don't do that it makes me look
          more drunk than I am! I'm not this
          drunk. Irving please don't make me
          go, I was just starting to have
          fun!

She WOBBLES INTO ARMS OF his WIFE Dolly, she and Carmine help
guide Rosalyn out.
                                                              66.


102   EXT. WEST 54TH STREET - NIGHT                                 102

      Todd Rundgren's "I Saw the Light" plays somewhere. Edith
      dressed in tight Halston dress, hair flows huge all round
      her; walks with Richie, who is waiting in a white gray suit
      with a white disco collar outside the lapel, chains around
      his neck.

                          EDITH GREENSLY
                Didn't your fiance want to come out
                tonight?

                          RICHIE DIMASO
                Yeah, no, I don't know.

                          EDITH GREENSLY
                I'm sorry, we don't have to talk
                about it. I was just teasing you.

                          RICHIE DIMASO
                Do you ever think, how did I end up
                here? How did my life become this?
                You ever think that? And you
                wonder, am I ever gonna get to a
                better place or is this it? You
                ever feel like that?

      Edith stares, nods yes.

                          EDITH GREENSLY
                I do. I definitely know that.

      Edith nods puts a hand on his face.

                          EDITH GREENSLY (CONT'D)
                I'm sorry we don't have to go
                dancing. We can go have coffee or
                talk or something.

                          RICHIE DIMASO
                No, I need this. Please, I need to
                go dancing with you.

      Richie reaches down and squeezes her hand.

                           RICHIE DIMASO (CONT'D)
                Please.

103   Edith smiles.                                                 103

                          EDITH GREENSLY
                OK baby, let's go dancing.

      INT. DISCO - NIGHT
                                                                67.


      Richie and Edith DANCE AND DANCE AND SWEAT to Donna Summer's
      "I Feel Love" -- dance -- riding a high.

      Edith EXCUSES HERSELF to go to bathroom -- breaks away
      through crowd -- leaves Richie on dance floor -- then
      SUDDENLY BREAKS AWAY -- RUSHES THROUGH THE CROWD --


104   GETS TO THE LADIES ROOM JUST AS SYDNEY DOES --   HE PUSHES HER   104
      FROM BEHIND INTO A STALL -- SHE PUTS HER HANDS   ON THE TOP OF
      THE STALL WALL AS RICHIE RUNS HIS HANDS UP HER   LEGS FROM HER
      ANKLES AND UNDER HER DRESS - SHE LEANS HER ASS   BACK INTO IT
      ARCHES HER BACK --

      SUDDENLY RICHIE STOPS, throws himself back against the other
      stall wall, out of breath. Edith LOOKS OVER HER SHOULDER --

                          RICHIE DIMASO
                I really fucking like you.

                          EDITH GREENSLY
                I like you too. I want to live,
                alright. For real. No more fake
                shit. Alright?

      She get's real close to his face, almost about to kiss.

                          EDITH GREENSLY (CONT'D)
                We're going to wait until we decide
                to go for love Richie. For real.
                That's when we fuck. Not till then,
                ok?

                          RICHIE DIMASO
                OK.

                          GIRL OUTSIDE STALL (O.S.)
                Are you gonna fuck for real or get
                out of the stall for real?

                          EDITH GREENSLY
                No more fake shit.

                          RICHIE DIMASO
                No more fake shit.

                          EDITH GREENSLY
                No more fake shit!

                          GIRL OUTSIDE STALL
                Fuck me I gotta piss!

      The girl outside the stall bangs on the door.
                                                              68.


      She holds his mouth in one hand and leans in and kisses him -
      they get lost --

                            EDITH GREENSLY
                Get out!

      SHE SHOVES HIM OUT OF THE STALL, LOCKS IT.

                          RICHIE DIMASO
                    (outside stall)
                I want to be fucking real!

      RICHIE LAUGHS MANICALLY EXCITED AS HE STANDS AMID MANY WOMEN
      WHO SHOVE HIM OUT THE DOOR. IN THE STALL SYD SITS
      EXHILARANTLY AND THROWS HER HEAD BACK LAUGHING HYSTERICALLY -
      GIDDY.

                            EDITH GREENSLY
                AHHHHHHH!

                                                      SMASH TO:


105   INT. BARON'S BACK ROOM - CAMDEN SOCIAL CLUB - NIGHT             105

      Irv and Carmine JOYOUSLY SING Tom Jones' "Delilah" WITH a
      RAUNCHOUSLY HAPPY GROUP OF locals.

                                                      SMASH TO:


      INT. BARON'S BACK ROOM- CAMDEN SOCIAL CLUB - NIGHT - LATER

      Carmine puts down glass of bourbon as he addresses everyone
      emotionally as he looks at Irving.

                          CARMINE POLITO
                    (to Julius)
                This guy right here, Irving
                Rosenfeld? You know what he's gonna
                do? He's gonna bring the Sheik to
                Atlantic City, where we can rebuild
                all those resorts there, put
                everybody back to work.

      Irving stares and is moved by this. Tears come to his eyes,
      he feels bad about it all suddenly.

                          CARMINE POLITO (CONT'D)
                He's gonna get this community --
                he's gonna get this state -- back
                on its feet where it belongs. Isn't
                that right?
                          (MORE)
                                                              69.

                          CARMINE POLITO (CONT'D)
                He's gonna grow our tax base and
                create thousands and thousands of
                jobs for everyone. You understand
                that? You know what that means?

                             JULIUS
                To Irving.

                             GIRLS
                To Irving!

      Carmine sits down on the couch next to Irving.

                          CARMINE POLITO
                This guy right here. He's got a big
                heart.

                           IRVING ROSENFELD
                     (quietly)
                I'd just hate it if it didn't work
                out.

                          CARMINE POLITO
                What do you mean? Of course it's
                going to work out. Guys like you
                and me? We dream and we build. We
                never give up. We never quit.

                                                       SMASH TO:


106   EGGS, PANCAKES, AND BACON COOK ON A DINER GRIDDLE.            106


107   QUIET -- INT. DINER - MORNING                                 107

      Irv and Carmine eat breakfast.

                          CARMINE POLITO
                Can I ask you a question.

                             IRVING ROSENFELD
                Sure.

                          CARMINE POLITO
                Is the sheik black?

      Irving looks flummoxed.

                          IRVING ROSENFELD
                He's an Arab.

      They look at each other.
                                                              70.


                          CARMINE POLITO
                That's black, isn't it?

      Irv isn't sure what to say.

                          IRVING ROSENFELD
                Why you asking?

                          CARMINE POLITO
                Maybe it's a dumb question, but I
                was just wondering -- I would like
                to arrange for the Sheik to see
                Camden. To see the people of
                Camden. The people I serve. The
                people I love. Who are mostly black
                and Puerto Rican. I really want him
                to see how good this is going to be
                for the community, how ready we are
                for this opportunity, and he can
                see how far his dollar will go.
                You know what I mean? What do you
                think?

                          IRVING ROSENFELD
                Yeah we can do that. He can see
                Camden.

                          CARMINE POLITO
                    (relieved)
                Hey, I got something I wanna give
                to you.

                          IRVING ROSENFELD
                For me?

                          CARMINE POLITO
                I got you a gift. Let's get out of
                here. The girls are going to kill
                us I'm sure.

                                                        CUT TO:


108   EXT. DINER PARKING LOT - MORNING                              108

      They walk in the morning sun to Carmine's Lincoln where he
      opens the trunk and they stare at what is inside.

                          IRVING ROSENFELD
                What is it?
                                                              71.


                          CARMINE POLITO
                It's a microwave. It heats up
                everything. Pasta, lasagna,
                meatballs, whatever.

                             IRVING ROSENFELD
                Really?

                          CARMINE POLITO
                It's science, yeah. That's how it
                heats up the food. It's scientific.

                          IRVING ROSENFELD
                And you specifically bought this
                science oven for me.

                          CARMINE POLITO
                    (Carmine stares
                     meaningfully at Irv)
                Yes. A new friend.

      Irv is touched. He sees it is a sincere gift from Carmine,
      because Carmine likes him; not cynical in any way.

                             IRVING ROSENFELD
                Thank you.

                          CARMINE POLITO
                Don't put metal in it. Come on,
                let's get out of here.

                                                      SMASH TO:


      EXT. FBI BUILDING - DAY

                          RICHIE DIMASO (O.S.)
                I need a jet at Teeterboro.


109   INT. FBI OFFICE, FEDERAL OFFICE BUILDING, NY - DAY            109



                          RICHIE DIMASO
                I need a jet at Teeterboro for the
                sheik.

                          STODDARD THORSEN
                You don't need a jet. Let him walk
                to the curb at JFK.
                                                              72.


                          RICHIE DIMASO
                Stoddard, that's not how it works.
                You got to do it from the feet up.

                           STODDARD THORSEN
                That doesn't mean anything. What's
                that mean?

                          RICHIE DIMASO
                It means you gotta be committed!
                It means you gotta be committed to
                something in your life, for
                Christ's sake. I want a jet at
                Teterboro for the Sheik. It can be
                a small jet. It doesn't even have
                to take off, cause I know you're so
                worried about how much money the
                Bureau's gonna fucking spend. It
                can take off and land on the
                tarmac, okay?

                           STODDARD THORSEN
                Alright, you can have a jet for an
                hour, but it takes off and lands at
                Teterboro.

                          RICHIE DIMASO
                I got the jet?

                          STODDARD THORSEN
                You got the jet.

                             RICHIE DIMASO
110             Thank you.                                            110

      Richie goes to walk out of Stoddard's office but stops at the
      door.

                          RICHIE DIMASO (CONT'D)
                So tell me the rest of the ice
                fishing story.

                          STODDARD THORSEN
                Where was I?

                          RICHIE DIMASO
                Your father woke you up, it was a
                blizzard, it was Lake Canoga. Come
                on!
                                                               73.


                          STODDARD THORSEN
                Okay, well, my brother and I were
                on the ice and my father came out
                of the house and I could see him
                coming. He was holding a lantern,
                and it was in the blizzard and I
                knew he was gonna be angry. So I
                went to intercept my father because
                I knew if he saw what my brother
                was doing he was going to kill him.

      Richie cuts him off.

                          RICHIE DIMASO
                So you tried to protect your
                brother, but you couldn't and
                that's why you feel bad, because
                you're trying to protect me and
                you're worried about me. Is that
                what the story's about? About
                protection?

                          STODDARD THORSEN
                No, it's not about protection.

                          RICHIE DIMASO
                It's not about protection?

                             STODDARD THORSEN
                No.

                          RICHIE DIMASO
                Alright, fine.

      Richie walks out the door.


111   INT. ROSALYN'S KITCHEN - DAY                                   111

      Ros talks to herself carrying tin foil covered tray of
      lasagna.

                          ROSALYN ROSENFELD
                    (to herself)
                "Don't put metal in the science
                oven, don't put metal in the
                science oven, Rosalyn"...always
                treats me like a fucking child.
                I'll do whatever I want.

      She puts the tin foil lasagna into microwave. After a few
      moments it sparks, explodes into flames. DANNY RUNS IN.
                                                  74.


                      DANNY
                (runs in)
            Another fire!

                      ROSALYN ROSENFELD
                (grabbing a fire
                 extinguisher)
            No, Danny, not that one! That one's
            empty! We gotta use the big one!

SMASH TO:

                      IRVING ROSENFELD
            I told you not to put metal in the
            science oven. Why did you do that
            for?

                      ROSALYN ROSENFELD
            Don't make such a big deal. Just
            get another one.

                      IRVING ROSENFELD
            I don't want another one. I want
            the one that Carmine gave me.

                      ROSALYN ROSENFELD
            "I want the one Carmine gave me!"
            Carmine, Carmine, why don't you
            just marry Carmine, get a little
            gold microwave and put it on a
            chain around your neck. You want to
            be more like Carmine? Why don't you
            build something like he does,
            instead of all your empty deals
            that are just like your fucking
            science oven. You know I read that
            it takes all of the nutrition out
            of our food. It's empty, just like
            your deals. Empty, empty!


                      IRVING ROSENFELD
            That's bullshit.

                      ROSALYN ROSENFELD
            It's not bullshit. I read it in an
            article. Look, by Paul Brodeur.
                                                                75.


      SHE HANDS HIM THE MAGAZINE.

                          ROSALYN ROSENFELD
                Bring something into this house
                that's gonna take all the nutrition
                out of our food and then light our
                house on fire? Thank God for me.

      Ros stares defiantly, clicks her nails on the counter. PRE-
      LAP JET ROAR, IRVING STARES AT ROS and BURNED OVEN and looks
      at the magazine article.


112   EXT. TEETERBORO AIRPORT TARMAC, NEW JERSEY - DAY                112

      JET ROAR LANDING. A small airport. Irv stands alone, staring
      at Edith and Richie kissing. Richie, in long full length
      fleece lined suede coat, walks over towards where Carmine
      stands.

                                                         CUT TO:


113   IRV AND SYDNEY WALKING ACROSS TARMAC.                           113

                          IRVING ROSENFELD
                I don't think you should come to
                Carmine's party tonight. You look
                beautiful by the way.

                          EDITH GREENSLY
                Don't look at me. Don't look at my
                legs, don't look at my hair, don't
                smell my hair, don't ask me how I
                am, don't talk to me outside of
                these roles, 'cause we're done.

                          IRVING ROSENFELD
                What are you doing? Get under the
                umbrella. It's just that Carmine
                wants Rosalyn to come.

                          EDITH GREENSLY
                I don't care. You weren't
                listening. I don't care if Rosalyn
                comes. Just do your job, okay?
                You're nothing to me until you're
                everything. I'm not Rosalyn. I'm
                not gonna put up with that shit.

      THEY ARRIVE AT Richie as the JET arrives on the tarmac.

                          RICHIE DIMASO
                Now that's a fucking jet right?
                                                        76.


                       IRVING ROSENFELD
          It's good.

                    RICHIE DIMASO
          That's the kinda moves you need to
          make.

They walk towards the Jet and walk on leaving Carmine and
Edith waiting outside.


INT. PRIVATE JET - CONTINUOUS

Irv and Richie step aboard to find FBI AGENT PACO HERNANDEZ
putting on a regal looking white Arab keffyeh headdress and
robe -- he looks noble. TWO AGENTS posing as body guards.

                    RICHIE DIMASO
          Paco, Richie Dimaso, good to meet
          you in person [shakes Paco's hand] -
          this is Irving Rosenfeld.

Irv nods to Paco and the other agents.

                    PACO HERNANDEZ
          Paco Hernandez. Nice to meet you.

                    IRVING ROSENFELD
          Paco? He's--wait, he's not a real
          Arab.

                    PACO HERNANDEZ
          No. I'm Mexican. From Tuscon.

                    IRVING ROSENFELD
          Wait, where's my guy? Where's Al
          from Queens?

                       RICHIE DIMASO
          Who?

                    IRVING ROSENFELD
          My friend from Queens. Where is he?
          What are you doing?

                    RICHIE DIMASO
          I gotta hire an F.B.I. guy.

                    IRVING ROSENFELD
          What are you-- (to Paco) You speak
          any Arabic?

                     PACO HERNANDEZ
          Yeah.   Abdullah Ahmed.
                                                        77.


                    IRVING ROSENFELD
          That's it? That's all you got?

                    PACO HERNANDEZ
          No, I have a couple phrases.

Irving isn't sure, looks Paco up and down.

                    IRVING ROSENFELD
          (to Richie) From the feet up, you
          motherfucker. What are you doing?
          (to Paco) Act normal. That's it.
          Like you can barely understand
          English. You can't speak it. You
          say as little as possible. You
          follow my lead. Alright?

                    PACO HERNANDEZ
          (to Richie) Who's running this?    I
          thought you were running it.

                    RICHIE DIMASO
          I am running this but you've gotta
          listen to him. He's the guy with
          the vision.

                    IRVING ROSENFELD
          I've got the vision? You know what
          vision I had? You just kissing my
          girl outside. That's what vision I
          had.

                    RICHIE DIMASO
              (stares at Irving)
          I thought you guys broke up. I'm
          giving you a compliment.

                    PACO HERNANDEZ
          What's going on?

                    RICHIE DIMASO
          Don't worry about it.

Irving takes a expensive looking ceremonial knife out of his
jacket pocket and holds it out to Paco.

                    IRVING ROSENFELD
          You got a knife. This is for the
          Mayor. You've got to present it to
          him. Look me in the eye. This means
          a lot to you. Right? That knife.

                    PACO HERNANDEZ
          OK.
                                               78.


                    IRVING ROSENFELD
          Play it. You present it.
          "Friendship for life," alright?
          You gotta feel it. Sacred. Can you
          do it?

                    PACO HERNANDEZ
          Right. Sacred.

                    IRVING ROSENFELD
          You gotta sell it.

                     RICHIE DIMASO
          Sell it.

                    IRVING ROSENFELD
          If you believe it's sacred, it's
          sacred.

                    RICHIE DIMASO
          Listen to what he's saying.

                    IRVING ROSENFELD
          Can you do it?

                    RICHIE DIMASO
          It's the details. That's what
          makes this guy a genius.

                    IRVING ROSENFELD
          Again? You compliment me again.
          What is this, rubbing salt in the
          wound?

Irving stares incredulously.

                    RICHIE DIMASO
          I'm complimenting you. (to Paco)
          Any other questions?

                    PACO HERNANDEZ
          Yeah, I think the name of this
          operation is offensive.

                     RICHIE DIMASO
          What?

                    PACO HERNANDEZ
          Abscam. "Arab Scam?" It's racist.

                    IRVING ROSENFELD
          Are you fucking kidding? What do
          you care? You're Mexican.
                                                                 79.


115   EXT. TETERBORO AIRPORT TARMAC - DAY                              115

      ELO's "10538 Overture" kicks on. Irv and Richie exit the
      plane walking slightly behind the "sheik" and his
      "bodyguards" - the sheik in the front.

      The Sheik hands the ceremonial knife to Carmine and bows his
      head --

                          CARMINE POLITO
                Hello Sheik, my friend. Welcome.
                On behalf of the great state of New
                Jersey I want to welcome you to New
                Jersey. I know that was redundant.
                I'm sorry. I'm just very nervous.

116   Carmine takes the knife and looks to the others excitedly.       116

                          CARMINE POLITO (CONT'D)
                (to "shiek")
                We have a great party planned for
                you this evening.


118   INT. IRV AND ROSALYN'S HOUSE - NIGHT                             118

                          ROSALYN ROSENFELD
                    (half dressed)
                But what are you talking about, I
                can't go? I just did my hair and
                makeup and everything!

                          IRVING ROSENFELD
                The Sheik's very particular. It's
                international cultural protocol.

                          ROSALYN ROSENFELD
                International protocol? What the
                fuck are you talking about?

      PHONE RINGS --

                          IRVING ROSENFELD
                Do not answer that!

                          ROSALYN ROSENFELD
                    (answers phone)
                Hello -- Robert Spencer? I don't
                know a Robert Spencer. What do you
                want?

                          IRVING ROSENFELD
                    (takes phone)
                Give it to me.
                                                         80.


                    ROSALYN ROSENFELD
          Who is that?

                    IRVING ROSENFELD
          (into the phone)
          Look, I told you, for God's sake, I
          told you not to call here.

                    ROSALYN ROSENFELD
          What is that about?

                    RICHIE DIMASO
              (on phone)
          Two more federal agents tonight,
          OK?

Ros leaves the room.

                       IRVING ROSENFELD
          No way.

                    RICHIE DIMASO
          Yes. They're bodyguards for the
          Sheik.

                    IRVING ROSENFELD
          That's too many people for me to
          control, no.

                    RICHIE DIMASO
          Look. I'm in charge here, alright?
          Just do it.

                    IRVING ROSENFELD
          Rosalyn, get off the extension!

                                                    PAN TO:


REVEAL ROSALYN IN KITCHEN LISTENING ON THE PHONE.

                    ROSALYN ROSENFELD
              (hangs up)
          I'm not on it!

But she was on it. She heard.

                    IRVING ROSENFELD
          Look, don't call here again,
          alright? Don't call at home.

                       RICHIE DIMASO
          Alright?
                                                        81.


                     IRVING ROSENFELD
          OK.

                    RICHIE DIMASO
          Good night.

He HANGS UP and walks into the kitchen. Rosalyn looks at him.

                    ROSALYN ROSENFELD
          Federal agents?

                    IRVING ROSENFELD
          It's bodyguards for the visiting
          dignitary, that's all.

                    ROSALYN ROSENFELD
          What is it, an I.R.S. thing?     Like
          a tax investigation?

                    IRVING ROSENFELD
          Why you gotta say that? I mean,
          that's why I can't invite you.
          It's too complicated. Listen, come
          on.

                    ROSALYN ROSENFELD
          Are you in trouble?

                    IRVING ROSENFELD
          Look, stop being so nosy.

Irving opens the fridge which is a mess.

                    IRVING ROSENFELD (CONT'D)
          Look at this shit.

                    ROSALYN ROSENFELD
          I'm only nosy cause you never tell
          me anything.

                    IRVING ROSENFELD
          Can we clean up this fridge? I
          mean, what are you causing trouble
          for all the time?

PHONE RINGS AGAIN.

                    IRVING ROSENFELD (CONT'D)
          DO NOT ANSWER THAT--

                    ROSALYN ROSENFELD
              (picks up phone)
          HEL-LO- Oh, hi, Carmine. We were
          just talking about you.
                    (MORE)
                                                           82.

                    ROSALYN ROSENFELD (CONT'D)
          Irving's being a mean, boring man
          saying that he doesn't want me to
          come tonight.

                    CARMINE POLITO
          (on phone)Tell him he's crazy!

                    ROSALYN ROSENFELD
          Well, I agree. Want to tell him
          yourself?

                    IRVING ROSENFELD
          Gimme the phone, come on.

                    CARMINE POLITO
          It wouldn't be a party without you!

                    ROSALYN ROSENFELD
          Can you imagine? Tell him yourself.

She hands the phone to a very exasperated, anxious, Irv.

                    IRVING ROSENFELD
          (into telephone) Hey, Carmie.

                    CARMINE POLITO
          Irving, you're crazy! Your wife is
          coming, you kidding me? She's the
          life of the party! Everybody loves
          her.

                    ROSALYN ROSENFELD
          I'm the life of the party!

                    IRVING ROSENFELD
              (confidential into phone)
          Look, you know what she's like.
          She's unpredictable. She's just
          always --

                    ROSALYN ROSENFELD
          Hey, don't talk about me like that!
          What's Carmine saying?

                    IRVING ROSENFELD
          I can't hear what he's saying.

                    CARMINE POLITO
          Listen, Irving, it's very important
          that she come, you understand?

                    ROSALYN ROSENFELD
          Carmine loves me.
                                                        83.


                    CARMINE POLITO
              (on phone)
          This is a really big night for us,
          you understand? Come on, you gotta
          bring your wife. And Dolly's got
          somethin' special for her.

Dolly is getting dressed for the party in the background.

                    DOLLY POLITO
          Tell her I got the nail polish for
          her.

                    CARMINE POLITO
          See? Listen!

                    DOLLY POLITO
          (raising her voice to phone) I got
          your nail polish for you, sweetie!

                    CARMINE POLITO
          You see? Somethin' special for
          you. What is it? Tell me. I mean,
          (lowers his voice, conspiratorial)
          What is it, you got a girlfriend
          coming? Come on, I thought we were
          friends. You're not gonna tell me
          you got a girlfriend? This is
          ridiculous.

                    IRVING ROSENFELD
          No, it's just Rosalyn's
          unpredictable.

                    CARMINE POLITO
          Look, we're gonna handle this like
          men, you understand? You're
          bringing your wife. We're gonna
          have a good time. That's an order
          from the Mayor. Good-bye.

                    IRVING ROSENFELD
          (to Rosalyn) Alright, you happy?
          Go get ready.

Irv hangs up and exits the kitchen.

                    ROSALYN ROSENFELD
          Yes, I am happy.
                                                              84.


119   INT. IRV'S CADILLAC - DUSK                                      119

      Elton John's "Goodbye Yellow Brick Road" plays on the
      soundtrack as Irv drives: tinted glasses, large comb over,
      blue crushed velvet suit, dark tie -- PAN TO:

      VISOR MIRROR -- WHERE Rosalyn APPLIES MASCARA --

      SMASH TO:


120   EXT. GRAND OLD ATLANTIC CITY HOTEL - NIGHT                      120

      Elton John continues as Carmine LIGHTS A CIGARETTE in a two-
      toned GRAY AND BLACK TUXEDO, at the center of a haphazard red
      carpet situation in front of a has-been beach resort -- large
      old movie premiere spotlights rotate onto the facade in an
      assorted CROWD OF LOCALS some dressed up -

      JULIUS, CARMINE, TITO, MELORA (Carmine's STEADFAST AIDES)
      son DOMINIC, daughter LUCILLE, wife Dolly, assorted COPS,
      FIREMEN IN FORMAL UNIFORMS WHITE GLOVES, UNION GUYS in suits,
      fringe the area. Carmine 's family is dressed up.

      IRV'S CAR PULLS UP AND A FAT VALET IN RED OPENS DOOR. ROSALYN
      GETS OUT IN HER WHITE DRESS --

      DOLLY HANDS ROSALYN A TINY SHOPPING BAG WITH SWISS NAIL
      PRODUCTS. ROSALYN OPENS A LITTLE BOTTLE OF NAIL FINISH AND
      SHRIEKS IN ECSTACY.

      Greets everyone.

      LIMO PULLS UP: FLASHBULBS GO OFF -- SUDDENLY THE SPOT LIGHT
      JAMS WITH GRINDING SOUND, LAMP EXPLODES IN SMOKE --

      THROUGH THE SMOKE FROM THE FIRE STEPS: Richie IN A WHITE
      SUIT, Edith stunning SILVER METALLIC Halston dress, WHITE FUR
      COAT --

      THE SHEIK STEPS OUT OF HIS LIMO, IN A BLACK FORMAL ARAB
      DRESS, WITH AN ARABIC OR HISPANIC LOOKING FBI AGENT WE SAW ON
      THE PLANE DRESSED AS HIS BODY GUARD IN BLACK WITH BLACK
      SUNGLASSES.

      ACROSS THE RED CARPET -- ROSALYN AND SYDNEY SEE EACH OTHER
      FOR ONE OF THE FIRST TIMES -- LOCK EYES. ROSALYN HUGS IRV'S
      ARM --

                            ROSALYN ROSENFELD
                      (to Edith, glaring)
                  I know who you are.
                                                              85.


      Irv tries to turn Rosalyn away, but she keeps turning back
      giving Edith the hairy eyeball, as Edith gives it right back.

                          ROSALYN ROSENFELD (CONT'D)
                I know who that is Irving.

      Off to the side, Richie steels himself with bump of cocaine
      before walking inside the old resort, his eyes dilate.


121   INT. LOBBY OF GRAND OLD SEASIDE HOTEL - NIGHT                   121

      The entourage walks through the ornate lobby as Edith and
      Rosalyn continue to eyeball each other with Irv uncomfortably
      in the middle as Carmine ENTHUSIASTICALLY CONTINUES HIS
      PRESENTATION FOR THE SHEIK.

                          CARMINE POLITO
                So this is the lobby. Now mind you,
                a week ago this place was a mess,
                but what existed was this
                plasterwork. Look at the detail.
                This is beautiful. My sons are
                craftsmen. (to son, Dominic)
                Please, tell them what you did.

                          DOLLY POLITO
                Tell them everything you know. The
                trompe l'oeil.

                          DOMINIC POLITO
                Birds, sky, clouds, wood. Trompe
                l'oeil -- "Trick of the eye."

                          CARMINE POLITO
                We can restore all of this, you
                see? You save 50 million -- look at
                me -- fifty million right off the
                bat -- I waive the law I helped
                write. It said casino construction
                must be ground up new, we don't do
                new. We renovate.

                          DOLLY POLITO
                We don't do new. We renovate.

      Carmine leads all of them through the very crowded lobby as
      he talks.

      Irving listens intently, moved.
                                                                86.


122   INT. DOWNSTAIRS CASINO - CONTINUOUS                             122

      200 PEOPLE ARE GATHERED around blackjack, roulette, and craps
      tables, playing and having a good time.

                          CARMINE POLITO
                We put in some temporary fun --
                some gaming tables, some play money
                for people to have a good time. For
                charity -- the Boys and Girls Club
                and some arts programs.

      Rosalyn walking with Irving, continues to stare daggers at
      Edith, who stays close to Richie.


      Carmine, Julius, Melora, CONTINUE TO LEAD EVERYONE INTO


123   INT. THE OCEAN ROOM -- CONTINUOUS                               123

      Carmine continues to walk --

                          CARMINE POLITO
                This is the Ocean Room --

      He pushes open double upholstered old doors --


      THEY ENTER THE LARGE CROWDED YET INTIMATE BEMELMANS STYLE BAR

      The bar -- LIKE THE BEMELMANS BAR AT THE CARLYLE HOTEL IN
      MANHATTAN - IS LARGE YET INTIMATE -- THERE ARE 50 DRESSED UP
      CITIZENS THERE DRINKING -- AND A CROWDED LONG BAR -- AND
      ANOTHER SMALLER BAR ON THE FAR SIDE OF THE ROOM ---

      Carmine pauses to stare at the MEN AT THE FAR BAR -- FIVE MEN
      IN SUITS, 40 TO 60, SLIGHTLY MOB-LOOKING.

      AS Irv IS PULLED ASIDE CONFIDENTIALLY BY Carmine -- Richie
      AND Edith WATCH -- Rosalyn STANDS TO THE SIDE -- Carmine
      puts his arm around Irv's shoulders --

                          CARMINE POLITO
                There are some gentlemen over there
                at the bar. That's a hundred and
                thirty years sitting there --
                that's how much time's between
                them. They run the biggest casinos
                in the United States. We have to
                work with them.

                          IRVING ROSENFELD
                Right.
                                                        87.


                    CARMINE POLITO
          The good news is they know how it's
          done. They get it done. You don't
          have to worry. Everyone makes their
          money.

                    IRVING ROSENFELD
          You mean the Mob?

                    CARMINE POLITO
          Yes, but they're businessmen, okay?
          Now, spend as much or as little
          time with them as you like, but we
          do have to deal with them. All
          we've got to do is go say hello.
          We just gotta say hi, that's all.

Edith looks on, calm, as Richie -- WILD EYED WITH COCAINE AND
ADRENALINE --

                    IRVING ROSENFELD
          Carmine, maybe -- I'm not sure
          that's such a good idea. We gotta
          confer before we talk to these
          guys.

                    RICHIE DIMASO
              (interrupting, hopped up)
          Confer? What is there to confer
          about? They're casino guys.

                    CARMINE POLITO
          They are businessmen.

                     RICHIE DIMASO
          We came all this way, Irving. We
          should be here. What's everybody
          scared of? There's nothing to be
          scared of.

Richie stares down Irv, Edith pulls Richie back -- Rosalyn is
starting to go down a SPIRAL OF DEPRESSION as she looks
increasingly uncomfortable.

                    ROSALYN ROSENFELD
              (re: the mob guys)
          Those are the guys you're all
          scared of? Those guys over there?
          They don't scare me.

She glares at Edith and Irv and pivots to walk to the bar.

                     IRVING ROSENFELD
          Rosalyn!
                                                        88.


But she's already on her way over to the MAFIA MEN at the bar
who GREET HER WARMLY as Irv, Edith, Richie, and Carmine
watch.

                    RICHIE DIMASO
          I love this!

Rosalyn walks up to PETE MUSANE, CHARISMATIC, 30 and sits
down in between all the Mafia guys.. THE OTHER THREE SALT AND
PEPPER MAFIA GUYS LAUGH AND TALK WITH Rosalyn - who gulps a
glass of PROSECCO and IS REFILLED BY PETE MUSANE.

                     ROSALYN ROSENFELD
          Hi.   Can I sit here?

Carmine whispers to Irv as he watches Rosalyn talk to the
Mafia guys.

                    CARMINE POLITO
          Irving, this is not a good idea.

                    ROSALYN ROSENFELD
          How you guys doing? Everybody over
          there is really scared of you guys,
          you know that?

She knocks back the prosecco. She seems relieved.

Dolly ushers her kids to the door.

                    DOLLY POLITO
          Kids, I want you to go up and get
          some pizza and soda, please.

Irving and Edith watch in horror at Rosalyn.

                    EDITH GREENSLY
          It's a disaster.

                    ROSALYN ROSENFELD
          I think they have this room all
          wrong.

                    PETE MUSANE
          Yeah? What would you do?

                    ROSALYN ROSENFELD
          I would do it in all black and gold
          and I would do this bar like a big,
          warm golden mirror.

                    DICK HELSING
          Sounds beautiful.
                                                          89.


                       ROSALYN ROSENFELD
          Thank you.

Rosalyn's smitten by the mobsters.

                    PETE MUSANE
          But you expect that from her
          because she's so beautiful --

                       ROSALYN ROSENFELD
          Oh stop.

                       DICK HELSING
          Gorgeous.

                    PETE MUSANE
          I love her hair, so I know I'm
          gonna love how she'd do the room --

He touches the front of her huge Farrah overhang bangs.
Richie, Irving, Carmine, and the Sheik walk up to them.

                    RICHIE DIMASO
          How do you do?

                    PETE MUSANE
              (to Richie)
          I'm sorry is she your wife?

                    IRVING ROSENFELD
          No, she's my wife. She's my wife.

                    CARMINE POLITO
          Look at these fine gentleman.

                    PETE MUSANE
          Carmine, there you are.

                    CARMINE POLITO
          How you doing?

Irving takes the glass of prosecco out of Rosalyn's hand and
puts it on table.

                    PETE MUSANE AND GUYS
          Ohhhh, heyyyyy! Come onnn!

                    ROSALYN
          It's because he's a party pooper.
          He's so boring.

Irving stares fuming at Rosalyn and the guys, he nods and
forces a smile good naturedly as they put prosecco glass in
his hand. He knows how to fake it.
                                                           90.


                    PETE MUSANE
          You have a very beautiful wife.

                    DICK HELSING, ROSALYN ROSENFELD, OTHER
                    GUYS
          Salud.

THE MADE GUYS LAUGH. SYD ROLLS HER EYES. IRVING, CARMINE
STARE WITH TENSION.

THEY ALL LAUGH. RICHIE GUIDES SHEIK with ONE BODY GUARD.

                    RICHIE DIMASO
          May I present Sheik Abdullah,
          gentlemen, from Abu Dhabi. Sheik,
          these men are professionals, they
          run the best casinos in the United
          States.

The Sheik acknowledges them with a nod. Irv is extremely
uncomfortable.

                    PETE MUSANE
          Mr. Sheik, as a sign of our
          seriousness, Mr. Tallegio came from
          Miami to meet you tonight.

HEAVY PAUSE.

                    CARMINE POLITO
          Mr. Tallegio? Why didn't you tell
          me Mr. Tallegio was here?

                    PETE MUSANE
          He's in the back room.

                    IRVING ROSENFELD
          It's a sign of disrespect to do
          business on the first meeting.

                    RICHIE DIMASO
          That's not true. I don't know what
          your talking about. (to Musane)
          He's got it all wrong.

                    DICK HELSING
          Well, don't leave him back there in
          the back room waiting. Come on,
          let's go.

Rosalyn reaches to have her glass refilled by Dick Helsing
when one of the other guys NUDGES her hip in her tight dress
and she drops into Pete Musane's lap.
                                                               91.


                           ROSALYN ROSENFELD
                 Hey Irving, I'm going to be having
                 fun. Maybe it will be contagious.


       Irving turns and heads with dread towards the back door with
       Carmine, Richie, and the Sheik. Sydney, worried about Rosalyn
       with Musane, decides to hang back.


125    INT. CASINO BACK ROOM -- NIGHT                                  125

       SLOW PUSH IN ON POWERFUL LOOKING: BALD MAN IN SUNGLASSES,
       LIGHT GRAY SUIT, DARK TIE -- STANDING BY HIMSELF.

       CARMINE, RICHIE, SHEIK, IRVING ENTER A HALF FINISHED BACK
       ROOM. PUSH IN ON IRVING.

                             VICTOR TELLEGIO
                 Carmine!

                           IRVING ROSENFELD (V.O.)
                 Victor Tellegio was from Miami. He
                 was Meyer Lansky's right-hand man.
                 In his prior reputation as an
                 enforcer from twenty years ago, he
                 was known to never bury a body
                 because he felt it sent a stronger
                 message to leave it in the street.

                                                  FLASH BACK TO:

125A   EXT. STREET - NIGHT                                             125A

       YOUNGER TELLEGIO WALKS LAUGHING WITH A COLLEAGUE, LETS
       COLLEAGUE GET AHEAD AND TELLEGIO SUDDENLY PULLS PISTOL, FIRES
       THREE BULLETS WITH MUZZLE FLASH INTO MAN'S HEAD, MAN GOES TO
       GROUND, TELLEGIO FIRES ONCE MORE, DROPS CLIP FROM GUN AND
       SPITS ON BODY, WALKS DIRECTLY TO CAMERA MENACING. NOW BACK
       TO:

                           IRVING ROSENFELD (V.O.)
                 This is the guy we now had to deal
                 with.



125B   INT. CASINO BACK ROOM - CONTINUOUS                              125B

       RESUME PUSH IN ON TELLEGIO AS A COUPLE OF BUSBOYS SET UP AN
       IMPROMPTU TABLE AND CHAIRS. Carmine greets him.
                                                        92.


                    CARMINE POLITO
          You sure you don't want to go into
          the Ocean Bar? It's really, it's
          beautiful in there.

                    VICTOR   TELLEGIO
          I'm very happy I   don't have to go
          there. I like it   here. There's an
          exit. I'm like a   ghost. Nobody
          knows I'm here.

Busboys whip open a white table cloth for the table.

Everyone sits down. Tellegio looks at the Sheik, then over to
Richie.

                    VICTOR TELLEGIO (CONT'D)
          Tell him I speak for our friends in
          Florida. We're very excited. It's
          been our lifelong dream to build
          casino resorts on the East Coast.

Richie pretends to translate in the Sheik's ear.

                    VICTOR TELLEGIO (CONT'D)
          You told him that? They didn't want
          the Jews to make money, they didn't
          want the Italians to make money,
          definitely don't want the blacks to
          make money. After the oil embargo --
          the gasoline crisis -- the
          hijackings, the Olympics, they
          don't want to see Arabs make money,
          trust me, not on our soil. You can
          tell him this in your own way: I've
          been in the casino business forty
          years. It's scrutinized more
          carefully than any other business.
          Carmine made this legal, but we
          must be careful or they'll take it
          away.

                    CARMINE POLITO
          So, Mister Tellegio, how do you
          think we should approach this? What
          do you want to do?

                    VICTOR TELLEGIO
          If you want to get the gaming
          license and keep it we have to make
          our principal investor here, the
          Sheik, an American citizen.
                                                           93.


Irving and Richie both look at Victor intensely not sure
where this is going.

                     CARMINE POLITO
          To expedite citizenship -- well,
          that requires very special
          treatment.

                    VICTOR TELLEGIO
          You would know the right people to
          do that, Carmine.

                    RICHIE DIMASO
          Carmine knows everybody.

                    IRVING ROSENFELD
          What are we talking about?

                    CARMINE POLITO
          U.S. Senators. Congressmen.

                    RICHIE DIMASO
          Wow, that's fantastic.

                    IRVING ROSENFELD
          I say stay away from that. That's
          bad. That's trouble. No, that's not
          good.

                    RICHIE DIMASO
          Irving please.

                    IRVING ROSENFELD
          That's trouble.

                    VICTOR TELLEGIO
          Who is this guy? (to Irving) What
          are you, a farmer?

Richie and Tellegio both laugh.

                    CARMINE POLITO
          Mr. Tellegio, I'm sorry, this is
          Irving. New York businessman.
          Irving Rosenfeld.

                    VICTOR TELLEGIO
          Irving, Irving. What's the matter,
          Irving? What's the problem?

                    IRVING ROSENFELD
          Nothing. No problem.
                                                        94.


                    VICTOR TELLEGIO
          Don't get your balls in an uproar.
          Everything's fine, everything's
          good. It's all good. It's all good.
          I just hope the other part of this
          is all good. And real. Because
          we're real. You know that. You deal
          with us. We're a real organization.
          We deal with you, we don't know
          what we're dealing with.

Everyone stares increasingly tense at Tellegio in silence.
This could go wrong at any minute. Tellegio looks over to
Richie and points to the Sheik.

Irving watches in horror as --

                    VICTOR TALLEGIO
          Where's he from?

                     RICHIE DIMASO
              (winging it)
          Abu Dhabi.

                    VICTOR TELLEGIO
          Oh, he's from the Emirates.

                    RICHIE DIMASO
          Yeah.

                     VICTOR TELLEGIO
              (in subtitled Arabic)
          (Can I count on you? You gotta be
          honest about this. Do you
          understand me? Good means good. No
          bullshit.)

PUSH IN ON IRV AND CARMINE FEELING THIS IMMENSE PRESSURE.
WHAT THE FUCK IS GOING ON HERE?

                     VICTOR TELLEGIO (CONT'D)
          (to Sheik)
          (Did you hear what I said? Do you
          want me to repeat it?)

Irving looks ill, as does everyone else at the table.

                    VICTOR TELLEGIO (CONT'D)
          (What do you think now? Tell me.
          Tell me.)

                    RICHIE DIMASO
          Uh, I think, I think what he's --
                                                        95.


                    VICTOR TELLEGIO
          No, let him speak for himself.

Sheik swallows hard and looks to Richie. It's a very tense
moment for everyone at the table.

Tellegio stares. Everyone hangs on this. Irving and Richie
share a look -- what is he doing?

A DRUNK, AL KOWALSKI, a working man, friend of the Mayor
BARRELS INTO INTO THE TABLE, spilling drinks. Tellegio's guys
jump in and grab him and start to pull him away.

                    CARMINE POLITO
          No, I know him.

                    AL KOWALSKI
          You guys are way too serious for a
          party!(to Tellegio) Hey, what are
          you drinking? You got a drink?

TELLEGIO GLARES BACK AT THE INTRUSION.


                    CARMINE
              (to Al)
          We're in a very serious meeting.
          (to Tellegio) I apologize.

TELLEGIO DOES NOT LOOK AMUSED.

                    AL KALOWSKI
          I understand, you're in conference.
          You gotta come with me now. You got
          a speech to give. Everyone's
          waiting for you.

                    CARMINE POLITO
          Al, I'll be right behind you, okay?
          Trust me.

Paco Hernandez/Sheik stands up and reaches over to Tellegio
to shake his hand. Irving panics. THE MENACING DEEP BASS
INTRO OF "WHITE RABBIT" FADES UP ON THE SOUNDTRACK.

                    SHEIK ABDULLAH
              (In Arabic)
          It is great doing business with
          you. The investment is real. It was
          a pleasure to meet you.

Irving exhales in relief that Paco managed to say anything
passable in Arabic.
                                                        96.


                    IRVING ROSENFELD (V.O.)
          What are the odds of an Italian guy
          from Miami knowing Arabic? But it
          turns out he's got casino
          investments in the Mideast and he
          spent two years learning it to keep
          the upper hand.

Victor leans over to talk to Carmine.

                    VICTOR TELLEGIO
          Listen to me carefully. If you're
          real, you put ten million in the
          bank of our choice in the next two
          weeks.

Carmine nods.

                    VICTOR TELLEGIO (CONT'D)
          Carmine, listen to me carefully, if
          you're real, you put ten million in
          the bank of our choice in the next
          two weeks or not only will the
          Sheik feel insulted, but our
          friends in Florida will feel deeply
          disrespected and so will I.

Irving looks at Victor, who stares back at him. This is bad.

AT THE BAR --

"WHITE RABBIT" CONTINUES. ROSALYN CONTINUES TO FLIRT WITH
PETE MUSANE --

SYDNEY WATCHES OUT OF CONTROL ROSALYN, STANDS AND WALKS OVER
TO HER.

                    EDITH GREENSLY
          Rosalyn, you need to come with me
          alright?

                    ROSALYN ROSENFELD
          I don't need to come with you.

                    EDITH GREENSLY
          You need to come with me. This
          needs to stop. Come on.

                    ROSALYN ROSENFELD
          Oh, you think I should come with
          you?
                                                        97.


                     EDITH GREENSLY
          Yeah, you need to come with me
          right now.

Rosalyn takes her wrist out of Sydney's grasp.

                    ROSALYN ROSENFELD
          Why don't you get your fucking
          hands off me, you fucking whore!

                    PETE MUSANE
          Hey!

                    ROSALYN ROSENFELD
          You're a whore. (to everyone) This
          is my husband's whore!

                    EDITH GREENSLY
          That's real nice.

                    DOLLY POLITO
          We're not going to do this in the
          Ocean Room tonight. Not tonight.
          Please.

                    ROSALYN ROSENFELD
          This is my husbands whore!

Dolly escorts Edith over to one side of the room away from
Rosalyn.

                    DOLLY POLITO
          You stay over here with me.
          Everybody just calm down. I don't
          know what's going on.

Pete looks over to Rosalyn.

                    PETE MUSANE
          You alright? Take it easy. These
          things happen. Whatever's meant to
          be will be.

Rosalyn smiles at Pete.

                    ROSALYN ROSENFELD
          That's what I always say.

                    PETE MUSANE
          You say that?

                    ROSALYN ROSENFELD
          Yeah.
                                                              98.


                          PETE MUSANE
                See? Kindred spirits.

                          ROSALYN ROSENFELD
                Whatever's meant to be will be.

                          PETE MUSANE
                Whatever's meant to be will be.

                                                        CUT TO:


      INT. WOMEN'S POWDER ROOM HALLWAY - CASINO

      ROSALYN STORMS DOWN THE HALL TOWARDS THE BATHROOM AS "WHITE
      RABBIT" BUILDS TO ITS CLIMAX.


126   INT. WOMEN'S POWDER ROOM - CASINO                             126

      Rosalyn looks in mirror: sadness, anger, fear. Edith rushes
      in.

                          EDITH GREENSLY
                What the hell do you think you're
                doing?

                          ROSALYN ROSENFELD
                What the hell do I think I'm
                doing?! What the fuck do you think
                you're doing? You really gonna come
                in here and judge me for flirting
                with somebody after you've been
                fucking my husband for how many
                years?!

                          EDITH GREENSLY
                You don't have any fucking clue
                what's going on!

      Rosalyn holds her hand, with wedding ring to Sydney's face.

                          ROSALYN ROSENFELD
                I got a ring on my finger. We have
                a child together.

                          EDITH GREENSLY
                He doesn't love you Rosalyn he
                loves me. And you know it and I
                know it and he knows it. And it
                might be done now, but it was
                beautiful and it was real.
                                                        99.


                     ROSALYN ROSENFELD
          Stop.

                    EDITH GREENSLY
          And we loved each other.

                     ROSALYN ROSENFELD
          Shut up.

Rosalyn starts to tear up.

                    EDITH GREENSLY
          You scare him, and you manipulate
          him, and you use your son!

                    ROSALYN ROSENFELD
          Well, he must like it on some
          level. He must want it because he
          keeps coming back for it. It's like
          that perfume that you love that you
          can't stop smelling, even when
          there's something sour in it. You
          can't get enough of it. But guess
          what, he's never gonna leave me.
          He's always going to want me, and I
          will make you so sorry, Edith. I
          will make you so sorry for what
          you've done to my family, mark my
          words.

                     EDITH GREENSLY
          That is fucked up! I would never
          say anything that fucked up to
          anybody, but you do because you're
          gross inside, you're so fucked up
          and gross.

                    ROSALYN ROSENFELD
          Oh, I'm gross inside?

                     EDITH GREENSLY
          Yeah.

                    ROSALYN ROSENFELD
          Maybe you're gross inside, with
          robbing people and all that shit
          that you do? Maybe we're both gross
          inside, that's what Irving loves
          about us. At least he's consistent
          with his women. You know, sometimes
          in life all you have are fucked up,
          poisonous choices.

Rosalyn reaches over, grabs Sydney's face and kisses her.
                                                               100.


      Rosalyn laughs a toxic, tough front dark laugh and walks out.
      THE BEE GEES "HOW CAN YOU MEND A BROKEN HEART?" STARTS.

      Sydney looks into the mirror and wipes the lipstick off her
      lips as Rosalyn storms out of the powder room.

                                                      SMASH TO:


129   ROSALYN WALKS OUT SHAKY -- SUDDENLY FROM BEHIND A ROW OF      129
      WOODEN PAYPHONES A HAND GRABS ROSALYN'S AND PULLS HER BEHIND
      THEM - ITS PETE MUSANE - THEY STARE AT EACH OTHER - SILENT -
      INTENSE-- ROSALYN IS SHAKING AND CRYING AS SHE FALLS APART IN
      HIS ARMS.

      SYDNEY COMES STORMING OUT OF THE POWDER ROOM AND WALKS RIGHT
      PAST ROSALYN AND PETE.

      PUSH IN ON: SYDNEY LOOKING BACK, STOPPED, SEES ROSALYN
      EMBRACING PETE AS SHE CRIES.

                                                      SMASH TO:


130   SYDNEY RUNS INTO BACK ROOM, URGENTLY JOINS IRV AND RICHIE AT    130
      THE TABLE.

                          EDITH GREENSLY
                We need to talk! This is serious.

                                                      SMASH TO:


      CARMINE AND DOLLY CLIMB THE STAIRS TO THE MAIN BALLROOM
      FILLED EXCITEDLY WITH OPTIMISM AS THE SONG SWELLS. THEY KISS
      IN SILHOUETTE INTO A HARD BACKLIGHT. CARMINE CLIMBS REACHES
      THE STAGE AND THE CROWD ROARS.

                          AL KALOWSKI
                Ladies and gentlemen, your friend,
                the working man's friend, my
                friend, Mayor Carmine Polito!


      ON STAGE: Carmine TAKES MIC

      Irving stands off to the side of the stage as his world
      closes in around him. Pulls his heart pills out of his pocket
      and takes one. Sydney sees this as she stands nearby with
      Richie.

      Irv, Edith, Richie watch near stage, jostled. Rosalyn enters
      the ball room looking disheveled as she is guided by Pete
      Musane looks to stage.
                                                              101.


                           CARMINE POLITO
                    (on mic)
                Hello, Camden! Hello, New Jersey!
                Hello, Atlantic City! [CROWD ROARS]
                A lot of my friends been out of
                work [CROWD WHISTLES - BOOS] A lot
                of good hard working families just
                wanna WORK AND LIVE. (crowd CHEERS)
                There's no money nowhere. You gotta
                be kidding me! -- don't they
                remember who built this country?
                [CHEERS] The one thing we can all
                agree about in the State of New
                Jersey is that we never, ever give
                up! Do we?

      Carmine dominates the crowd and you can see the emotion in
      his face as he says this. He raises his glass to the crowd.

                           CARMINE POLITO (CONT'D)
                Please, raise a glass with me to a
                new era that begins tonight. From
                me and my family, we thank you. For
                all the hard work that you've given
                us in the community. Look what
                you've done. This is beautiful!
                Thank you!

      Crowd ROARS WILDLY. Irv watches, MOVED AND DESTROYED.

      DISSOLVE TO: SHOTS OF EMPTY BALL ROOM, TRASHED HALLWAYS,
      ATLANTIC CITY STREET TO OCEAN -- OCEAN SOUNDS

                                                      SMASH TO:


132   INT. IRVING'S DRY CLEANERS - EARLY MORNING                     132

      Irving walks in with his keys, same clothes from night
      before, as ocean sounds continue, TAKES A GUN FROM THE SAFE,
      and he stands looking lost and lonely, he turns on the
      electric dry cleaning rack, where he and SYDNEY STOOD
      TOGETHER, IN LOVE. He looks heartsick. HE STEPS INSIDE THE
      SWIRLING ELECTRIC DRY CLEANING RACK OF PLASTIC WRAPPED
      CLOTHES, AND STANDS ALONE, WHERE SYD USED TO BE, AND IS
      HEARTBROKEN.


      EXT. THIRD AVENUE - DAY - CONTINUOUS

      RICHIE STORMS DOWN THE STREET IN SAME NIGHT CLOTHES.
                                                             102.


134   INT. HALLWAY TO SYDNEY'S APARTMENT - DAY                      134

      BANG BANG BANG -- Richie POUNDS ON SYDNEY'S DOOR -- SYDNEY,
      HAIR IN CURLERS, ANSWERS THE DOOR.

                          RICHIE DIMASO
                Can I use your phone?

135   INT. SYDNEY'S APARTMENT DAY - AS SHE WATCHES -- HE paces      135
      intense, phone in hand, SHIRT SLEEVES, a mess. HE DIALS.

                          RICHIE DIMASO (CONT'D)
                    (to Sydney)
                Last night was insane. I got it all
                figured out.

                          STODDARD THORSEN
                    (on phone)
                Stoddard Thorsen.

                          RICHIE DIMASO
                    (into phone)
                Listen, I need the Sherman Suite at
                the Plaza Hotel, okay?

                          STODDARD THORSEN
                    (on phone)
                That's a whole floor of the hotel.

                          RICHIE DIMASO
                I need a whole floor. I need it for
                my operation


      INT. FBI FIELD OFFICE - DAY - CONTINUOUS

                           STODDARD THORSEN
                (on phone)
                Stop calling it your operation,
                Richard. It's not your operation.
                And I'm not giving you a whole
                floor of the Plaza Hotel.


      INT. SYDNEY'S APARTMENT - DAY

                           RICHIE DIMASO
                I have members of Congress that are
                gonna come in right now to try to
                give the Sheik citizenship. They're
                taking bribes. This is happening
                right now. That's what's happening
                right now.
                                                       103.


INT. FBI FIELD OFFICE - DAY

                     STODDARD THORSEN
          (on phone)
          Bribing members of Congress are you
          out of your fucking mind?


INT. SYDNEY'S APARTMENT - DAY

                    RICHIE DIMASO
          Stoddard. Stoddard! Shut up!
          Listen! Do you know who Victor
          Tellegio is? Victor. Tellegio.
          Works for Meyer Lansky. You know
          who that is?

                    STODDARD THORSEN
          I know who Victor Tellegio is.

                    RICHIE DIMASO
          Resorts International! He wants ten
          million dollars. I have two weeks!

                    STODDARD THORSEN
          You're not getting ten million
          dollars.

                    RICHIE DIMASO
              (screaming)
          Just listen to me! You're not
          listening to me! I have two weeks!
          I have two weeks to put this thing
          together and I need you to get me
          the Sherman Suite at the Plaza
          Hotel. And your going to fucking do
          it!

                    STODDARD THORSEN
          Lower your voice. You don't get to
          yell at me.

Richie SLAMS DOWN THE PHONE. Edith (HAIR IN CURLERS) STARES
AT HIM.

                    RICHIE DIMASO
          Calm me down baby. You gotta calm
          me down.

He handles her hips and neck and waist and ass.

                    RICHIE DIMASO (CONT'D)
          Baby let's do this. Let's do this
          right now. --
                                                       104.


                    EDITH GREENSLY
          No, no.

                    RICHIE DIMASO
          I want to do this. You're fucking
          skin is glowing baby. Your skin is
          glowing.

                    EDITH GREENSLY
          I'm not doing this with you. We're
          not going to do this unless we do
          it for real, alright?

                    RICHIE DIMASO
          I want to do this now!

                    EDITH GREENSLY
          That's what we agreed on so we're
          not going to do that alright?
          Alright? Where are you? You're
          acting all scary.

She grabs him by the head to calm him down.

                    EDITH GREENSLY (CONT'D)
          Are you here with me?

HE TRIES A GENTLER SEDUCTION.

                    RICHIE DIMASO
              (leans down to her eyes)
          I love you. I love you. Look at me.
              (slowly)
          I'm in love with you. It is real
          now. I just said it so now's the
          time.

He handles her, nuzzles her neck, starts to turn her on.

                    EDITH GREENSLY
              (kissing him)
          You want the truth? You want real?

                    RICHIE DIMASO
          I'm ready for real.

SOMETHING CLICKS INSIDE HER -- SHE DROPS HER BRITISH ACCENT --

                    SYDNEY PROSSER
              (DROPS HER BRITISH ACCENT)
          OK, this is real. Do you hear my
          voice? This is real. This is real.
          What you hear is real.
                                                       105.


Richie steps back quickly and grabs Sydney.

                    RICHIE DIMASO
          What?

                    SYDNEY PROSSER
          This is me.

                    RICHIE DIMASO
          What do you mean? What are you
          doing an accent? An American
          accent?

                    EDITH GREENSLY
          No. There is no English. There's
          only American. There is no English.

Richie looks at her and continues to hold her looking very
confused and flustered.

                    RICHIE DIMASO
          What are you talking about? Stop
          it. You're Edith. You're Edith
          Greensly. I checked your records.

                    SYDNEY PROSSER
          I falsified my records back to
          birth. I falsified them.

                    SYDNEY PROSSER (CONT'D)
          My name is Sydney Prosser, and I'm
          from Albuquerque, New Mexico. I'm
          not Edith Greensly. There is no
          Edith Greensly.

Richie steps back. He stares at her darkly.

                    RICHIE DIMASO
          You're -- freaking -- me -- out.
          No, you said in the stall that we
          were going to be real and that we
          weren't going to fake it.

                    SYDNEY PROSSER
          I'm being real now. This is who I
          am. I'm Sydney Prosser. Ok?

                    RICHIE DIMASO
          So -- why -- did you do an English
          accent after that?

                    SYDNEY PROSSER
          I'm sorry I didn't tell you in the
          stall.
                    (MORE)
                                                       106.

                    SYDNEY PROSSER (CONT'D)
          I created Edith because I needed
          her to survive, okay? But I'm done
          with that now. I'm so fucking done
          with that. Like you do what you
          need to survive, right? You do it.
          You know, you live with your mom --
          you have a fiancée you don't even
          acknowledge, right? That's what
          you do. And you curl your hair in
          little fucking curlers, which is --
          No, it's okay, you look good with
          it, but you know -- you have
          straight hair, so that's what you
          do to survive. You do all sorts of
          things, you know. We all do.

                    RICHIE DIMASO
              (whispers tensely)
          Please don't talk about that. I'm
          confused. I'm confused and --

                    SYDNEY PROSSER
          I'm fucking confused too, alright?

                    RICHIE DIMASO
          -- I think we should fuck, and then
          we'll feel it and we won't be
          confused anymore.

HE EMBRACES HER --

                    SYDNEY PROSSER
          No -- I want to talk. I don't want
          to fuck.

                    RICHIE DIMASO
              (embracing her)
          Yes! Come on.

                    SYDNEY PROSSER
          NO! I'm not fucking you. I'm not
          fucking fucking you!

RED FACED LIKE HE MAY HIT HER, a vein stands out in his neck.
SHE FLINCHES. HE SCREAMS like an animal in confusion and
frustration.

                     RICHIE DIMASO
          AHHH!

SUDDENLY SYDNEY GRABS A GLASS PICTURE FRAME FROM A TABLE,
SMASHES IT ACROSS RICHIE'S FOREHEAD AND FACE WITH A
SHATTERING OF GLASS.
                                                       107.


Richie in pain holds his cut forehead and eyebrow.

                    RICHIE DIMASO (CONT'D)
              (in pain and dismay)
          SHIT!

They hear a door open off screen, someone approaches. Irving
appears from around the corner of the wall pointing his
handgun at Richie.

                    IRVING ROSENFELD
          Will you please step away from
          Edith. I'm asking you nicely please
          step away from Edith right now.

                    RICHIE DIMASO
          What the fuck --

                    IRVING ROSENFELD
          Step away from her. Please.

                    RICHIE DIMASO
          You mean Sydney?

Irving looks over to Sydney very confused.

                    SYDNEY PROSSER
          I told him. I'm sorry. I just don't
          give a fuck anymore, I don't give a
          fuck. I don't fucking care.

                    RICHIE DIMASO
          Irving has a gun.

                     IRVING ROSENFELD
          What Richie's gotten us into is
          worse then jail. I told you last
          night, don't sit down with those
          goons. And what? Now what? No one's
          getting ten million for Tellegio.
          It's over.

                    RICHIE DIMASO
          I don't think so.

Irving and Sydney stare.


                    RICHIE DIMASO (CONT'D)
              (slowly)
          Because when Tellegio finds out
          what happened, do you think he's
          gonna go after me? I don't think
          so. Someone from the Bureau?
                    (MORE)
                                                       108.

                    RICHIE DIMASO (CONT'D)
          Think he's gonna go after a
          politician? He's gonna kill you.
          Then he's going to go after your
          son. And Sydney.

Richie PICKS UP PHONE AS THEY WATCH -- HE DIALS. INTERCUT:

                    STODDARD THORSEN
              (on phone)
          Stoddard Thorsen.

                    RICHIE DIMASO
              (slowly, intensely)
          You're going to give me the Sherman
          Suite. The whole floor.

HIS NOSE AND FOREHEAD ARE CUT FROM THE GLASS.

                    STODDARD THORSEN
          That's a NO. I said no wacko.

                    RICHIE DIMASO
          And you're going to tell me the
          point of that FUCKING fishing
          story.

                    STODDARD THORSEN
          Not the way you're behaving.

                    RICHIE DIMASO
              (FUMING)
          What's the matter with you? Where
          are you right now?

                    STODDARD THORSEN
          What does that make a difference?

                    RICHIE DIMASO
          Just tell me where the fuck you
          are.

                    STODDARD THORSEN
          The field office on 61st street.

                    RICHIE DIMASO
          I'm coming to 61st Street. Right
          now.

                    STODDARD THORSEN
          You're going to do what?

                    RICHIE DIMASO
          To beat -- your ass.
                                                               109.


                          STODDARD THORSEN
                You're going to what?

      Richie SLAMS the phone down, storms out the apartment.


140   INT. SYDNEY'S APARTMENT - DAY                                   140

                          IRVING ROSENFELD
                You were right. We should have gone
                away.

      Irving sits in the corner of the room a disheveled mess.
      Sydney sits on the bed drinking a Fresca.

                          IRVING ROSENFELD (CONT'D)
                I should have gone away with you.

                          SYDNEY PROSSER
                We were supposed to do it from the
                feet up like you always said.
                That's how we were meant to do it
                but you didn't do it like that. You
                didn't do it like that. You played
                it safe so there was always a
                danger you were going to end up
                with Rosalyn in the dead space,
                floating on some dead spaceship
                with the furniture and the
                curtains. And I was your life line
                out and you were mine and that was
                ok.

                          IRVING ROSENFELD
                    (Irving stares at her,
                     emotional)
                I wish I could get you back.

      He walks across the room and sits down on the bed next to
      Sydney.

                          IRVING ROSENFELD (CONT'D)
                You know I can't do it without you.
                You know that. Come on. Me, you
                and Danny. Like we said.

                          SYDNEY PROSSER
                Like I said. You never said that. I
                said that. We gotta get over on all
                these guys. That's what we need to
                be thinking about right now.

      Irving takes off his glasses and rubs his eyes.
                                                               110.


                          IRVING ROSENFELD
                That's big. That's crazy. Whatever
                it is, it's got to be the best
                we've ever done.

      Sydney nods her head yes, stares intensely at Irving as the
      camera tilts down to reveal: their hands clasped together.


141   EXT. OLD FEDERAL BUILDING - DOWNTOWN - DAY                        141

      High ceiling, old office. Close on a tape recorder.

      AS CAMERA PULLS BACK - SEE   STODDARD, BANDAGES ON HIS BRUISED
      FACE AND A WHITE EYE PATCH   ON HIS INJURED EYE, SITTING
      OPPOSITE PROSECUTOR, AMADO   - - the tape recorder and
      microphone sit on the desk   in front of Stoddard as he records
      a statement for a report.

                          STODDARD THORSEN
                    (SLOW MIDWEST MONOTONE)
                Agent Dimaso called me late at
                night on the 21st. I believe that
                he was intoxicated. He threatened
                me and I told him this was
                inappropriate. I told him
                procedures exist for reasons we
                must respect. This is the third
                such call I received from Agent
                Dimaso. He called me again the
                night of the 5th and he threatened
                to kill me. Subsequently he
                demanded that I allow him to use
                the Sherman Suite at the Plaza
                hotel for purposes of bribing
                members of congress.

      Camera pull-back reveals: THE CHASTENED Richie SITS
      LISTENING, IN A SUIT AND TIE. He's in trouble with their
      boss, the prosecutor.

                          RICHIE DIMASO
                I am so sorry.

                          STODDARD THORSEN
                I'm not finished. There's a lot
                more.

      Richie gets up and pulls up a chair next to Stoddard.
      Stoddard flinches and moves away like he's going to get hit
      again.
                                                             111.


                          RICHIE DIMASO
                I have nothing but the utmost
                respect for you as my mentor. (he
                reaches down and turns the tape
                recorder off) and as my --

                          STODDARD THORSEN
                    (re: the recorder)
                What are you doing?

                          RICHIE DIMASO
                I just want to talk from my heart.
                I don't want it on record. I want
                to get vulnerable.

                           STODDARD THORSEN
                Can I finish? Can I finish my
                statement?

                          RICHIE DIMASO
                Of course. I respect you.

                          STODDARD THORSEN
                I think you do other things besides
                respect me.

                                                      SMASH TO:


139   INT. STODDARD'S FIELD OFFICE - FLASHBACK                       139

      Stoddard paces while on the phone, holds up a finger to
      Richie to wait, Richie picks up Stoddard's phone -- rips the
      cord out and smashes Stoddard across the face with the base.
      Doesn't stop til Stoddard falls to the ground, knocks over
      desk chair and bookcase behind.

                                                       BACK TO:


      INT. OLD FEDERAL BUILDING - DOWN TOWN

      They stare at each other.

                          RICHIE DIMASO
                It's just hard for me to control my
                passion. I'm a very passionate
                person. (looks to Amado) You're
                from New York. You understand this.
                He goes ice fishing in the midwest.

                          STODDARD THORSEN
                That was told to you in confidence.
                                                         112.


                    RICHIE DIMASO
          He's an ice fishing guy. Look at
          him.

                                              SMASH BACK TO:


INT. FBI FIELD OFFICE - DAY - FLASHBACK

Where we left off. Stoddard reaches with bloodied hands
across -- what is he reaching for? Oh, on a small table, a
gun and a clip.

                    RICHIE DIMASO
          What are you doing pulling out your
          gun? Stop it. That's not you.

                    STODDARD THORSEN
          No, it's me. This is me. It's me.

                    RICHIE DIMASO
          Don't do something that you don't
          know anything about. Alright?

Richie grabs his gun and starts to load it.

                    STODDARD THORSEN
          DO NOT LOAD THAT GUN. YOU DROP THAT
          GUN.

                    RICHIE DIMASO
          I'll show you how it's done. I'm
          not even going to hit you.

He points the gun at Stoddard.

                    RICHIE DIMASO (CONT'D)
          Watch this fucko.

                                                     CUT TO:


INT. OLD FEDERAL BUILDING - DOWNTOWN

Richie and Stoddard stare at each other in silence.

                    ANTHONY AMADO
          So, you want to use the Sherman
          Suite? The entire floor?

Stoddard throws his head back, looks at ceiling in
exasperation.
                                       113.


          STODDARD THORSEN
OH GOD.

          RICHIE DIMASO
Yes! At the Plaza Hotel.

          ANTHONY AMADO
What happened to the Mafia? I
thought you were --

          RICHIE DIMASO
This is where they intersect! This
is where the two things intersect.
The Politicians and the Mafia.
Victor Tellegio's people who run
resorts international --

          ANTHONY AMADO
Victor Tellegio showed his face?

          RICHIE DIMASO
Yes. I sat with him. I sat with
Victor Tellegio. I hung out with
him. We can get him. We can get his
whole organization as well as
getting any number of congressmen.
I mean, that's just peeling the
first layer of the onion.

          ANTHONY AMADO
Wow. How you going to do that?

          RICHIE DIMASO
We would get ten million dollars
and put it into an account --

          STODDARD THORSEN
TEN MILLION DOLLARS?! Ten Million
dollars?

          RICHIE DIMASO
And that's how we just let them
know we're for real.

          ANTHONY AMADO
What does he say he's gonna do for
the ten million dollars? How are we
trapping him?

          RICHIE DIMASO
He promises to build casinos,
handle the skims, do the licencing -
-
                                                                114.


                          STODDARD THORSEN
                And you have him on tape saying
                this. You have that right? No.

                          ANTHONY AMADO
                    (to Richie)
                I want you to find a safer way to
                get Victor Tellegio on a wire. No
                ten million dollars -- that's
                crazy.

                             STODDARD THORSEN
                Thank you.

      Richie looks down, defeated.

                          ANTHONY AMADO
                Even to entrap Tellegio it's crazy.
                But you can have the Sherman Suite -
                -

                             STODDARD THORSEN
                NO.

                          ANTHONY AMADO
                --Stoddard, please -- To go and get
                me some congressmen. Go get some
                congressmen taking bribes. I want
                to pinch us some congressmen, ok?
                You come back to me. I'm proud of
                you.

                           RICHIE DIMASO
                Thank you.
                (then as an afterthought)
                And Stoddard.


143   INT. CORRIDOR - OLD FEDERAL COURT BUILDING - CONTINUOUS          143

      Richie and Stoddard walk down large, echoey Federal building
      corridor. Stoddard walking ten feet ahead turns and points at
      Richie.

                           STODDARD THORSEN
                    (shouts bitterly)
                Good luck keeping your job, by the
                way, and staying out of jail -- and
                not being killed by the Mob. But
                other than that you're doing a
                great job.

      Stoddard turns and storms off.
                                                                115.


                          RICHIE DIMASO
                    (as Stoddard walks away)
                What's the end of the ice fishing
                story?

                          STODDARD THORSEN
                I'm not telling you the end of the
                ice fishing story.

                          RICHIE DIMASO
                I'm going to call your fucking
                brother and find out from him.

                          STODDARD THORSEN
                My brother's dead.

                          RICHIE DIMASO
                That's how it ends. He fell through
                the fucking ice.

                          STODDARD THORSEN
                    (shouts bitterly)
                No it's not. He died a different
                way, many years later.

      He storms off and leaves Richie staring in the hallway.


      EXT. PLAZA HOTEL -- DAY

      Establishing.


145   INT. PLAZA HOTEL - GENERAL SHERMAN SUITE HALLWAY - CONTINUOUS 145

      Richie walks out of a surveillance room and down the hallway
      to where Irv and Sydney wait.

                          RICHIE DIMASO
                Listen I know it's awkward and I
                just want to say I'm sorry,
                alright? I think we can stick
                together and still fulfill our
                goal. I mean, we got the Sherman
                Suite.

                          IRVING ROSENFELD
                You got the whole floor?

                          RICHIE DIMASO
                We got the whole floor, yeah.

                          EDITH GREENSLY
                That's good.
                                                          116.


                    RICHIE DIMASO
          Yeah, you ok?

                       SYDNEY PROSSER
          Yeah. You?

Richie gestures to his eye that Sydney smashed with the
picture frame. He's got a few little scabs.

                    RICHIE DIMASO
          It's alright. I got hit a little
          bit. My eye. It's a little blurry
          but I got drops at the pharmacy.

Richie looks over to Irving.

                    RICHIE DIMASO (CONT'D)
          Hey, you OK?

                    IRVING ROSENFELD
          Yeah, I'm good --

Richie looks back over to Sydney

                    RICHIE DIMASO
          Listen, I'm sorry.

                       SYDNEY PROSSER
          I'm sorry.

                    RICHIE DIMASO
              (to Irving)
          I'm sorry Irving.

Irving doesn't know what to say, starts to say something
twice, stops, can't think of what to say. Leaves Richie
hanging.


INT. PLAZA HOTEL - GENERAL SHERMAN SUITE - DAY

Richie directs where cameras should be concealed. AGENTS
SCHMIDT AND STOCK FOLLOW MAKING NOTES IN PADS.

                    RICHIE DIMASO
          You can put a camera here. And we
          get it all on film. You like it?

                       EDITH GREENSLY
          I do.

                    RICHIE DIMASO
              (to Schmidt)
          Give me those flowers.
                    (MORE)
                                                               117.

                             RICHIE DIMASO (CONT'D)
                   If we put the flower base here and
                   put a camera in there we can get a
                   clear shot of the couch there where
                   we can put the congressmen.

      Irving, sitting on the couch, looks kind of disturbed by
      this.

                             IRVING ROSENFELD
                   That's right. That's the idea.


146   INT. MAYOR CARMINE POLITO'S OFFICE - DAY                        146

                             RICHIE DIMASO (O.S.)
                   And Carmine will go to jail after
                   he delivers us the congressmen soon
                   to be felons.

      Carmine's aid MELORA answers a ringing phone as Carmine sits
      at his desk.

                             MELORA
                   Congressman O'Connell is on the
                   phone --

      PUSH IN ON

                             CARMINE POLITO
                   I got to take this you guys
                   everyone out please.

      Dolly Polito, checking the unwatered plants in her husbands
      office with her coat on, she has just stopped by. Turns and
      holds up a parched and dying houseplant.

                             DOLLY POLITO
                   This is sad. It's just sad.

                             CARMINE POLITO
                   Dolly please, I gotta take this.

                             DOLLY POLITO
                   Ok, sorry. Everyone out. Go out.

                             CARMINE POLITO
                   (picks up phone)
                   Congressman, how you doing? It's
                   Carmine. Tell me you're gonna be in
                   Trenton this week. We have an
                   amazing investment opportunity I'd
                   like to discuss with you.

                                                         SMASH TO:
                                                               118.


      INT. PLAZA HOTEL - GENERAL SHERMAN SUITE - DAY

      Richie on a black and white surveillance camera as he shows
      the briefcase full of money.

                          RICHIE DIMASO
                I'm federal agent Richard Dimaso.
                I've placed seventy-five thousand
                dollars into this briefcase for
                Representative John O'Connell of
                the Ninth District.

                                                         SMASH TO:


148   EXT. STATE CAPITOL - TRENTON, NEW JERSEY - DAY                  148

      Carmine shakes hands with REP. JOHN O'CONNELL --

                          CARMINE POLITO
                Congressman, thank you for coming
                by, John --

                          RICHIE DIMASO (V.O.)
                Representative O'Connell was
                contacted by Carmine Polito to ask
                if he could obtain rapid
                citizenship through an act of
                Congress for one Sheik Abdullah,
                investor.

      They walk up the capitol steps.

                          CARMINE POLITO
                You wanna talk jobs, investment,
                construction, if we can expedite a
                very wealthy man's citizenship --


149   INT. SHERMAN SUITE, PLAZA HOTEL - NIGHT                         149

150   CAMERA PANS TO HOLE IN CORNER and CAMERA LENS --                150

152                                                                   152

                          RICHIE DIMASO
                How you doing congressmen?

                          JOHN O'CONNELL
                I'm excited to be here.

                          CARMINE POLITO
                This brings the state back. I mean,
                how long we known each other?
                          (MORE)
                                                   119.

                    CARMINE POLITO (CONT'D)
          You know what this is gonna do for
          us? This is huge for the state of
          New Jersey. It stabilizes our
          economy.

                    IRVING ROSENFELD
          Hotels. Restaurants. It's waiting
          to happen. Carmine sees it, this
          fucking thing is waiting to happen.

                    CARMINE POLITO
          The goddamn bankers. Keeping their
          money on the sidelines. How we
          supposed to get anything done?

                    JOHN O'CONNELL
          Bankers only put money in the game
          when they can reap insane profit.

Richie staring, mesmerized by this trap.

                    RICHIE DIMASO
          The only problem is this
          citizenship situation. I mean, we
          got to expedite it as soon as
          possible.

                    JOHN O'CONNELL
          Yeah, well I'll tell you, you came
          to the right place.

Everyone looks tense and on edge before.

                    JOHN O'CONNELL (CONT'D)
          I'll make it happen.

                    CARMINE POLITO
          Hey, this is going to happen.

Richie slides the briefcase in John's direction.

                    CARMINE POLITO (CONT'D)
          This is real. You understand? This
          is real. On my family. On my kids.
          On my life. On my work.

                    JOHN O'CONNELL
          I know that, Carmine. You're a
          good man

This hurts Irving to see his friends sincerity.
                                                             120.


153   ANOTHER DAY - ON GRAINY MONITOR                                153

                          RICHIE DIMASO
                (on grainy black and white)
                I'm federal agent Richard Dimaso. I
                am placing 75 thousand dollars in
                this brief case for one
                Representative Gerald Sanders of
                the 3rd district.

                                                       SMASH TO:


154   -HAND SHAKES - REP. SANDERS SITS LOOKING WARILY AT BRIEFCASE   154

                          REP. SANDERS
                I don't want to do anything illegal-

                          CARMINE POLITO
                Please Gerry. Use it as a campaign
                donation. Whatever you want to do.

      Richie slides the briefcase to him.


155   ANOTHER DAY                                                    155

                          RICHIE DIMASO
                    (on grainy monitor)
                I'm placing g $60,000 into an this
                brief case for one Congressman Eric
                Keshoygan of the 4th district --

                          ERIC KESHOYGAN
                I'm going to do what I can to help
                Carmine.

      Irv watches in pain as he sits with them.

                                                       SMASH TO:


156   ANOTHER DAY                                                    156

                          RICHIE DIMASO
                A $100,000 into this briefcase for
                two term United States Senator
                Horton Mitchell of New Jersey.

      A distinguished silver haired Senator, older.

                          HORTON MITCHELL
                Atlantic City. All the way down the
                shore. A mecca by the sea.
                                                             121.


      Richie slides over the briefcase.

                          HORTON MITCHELL (CONT'D)
                Carmine you're beloved by your
                people. Your constituency is not
                even your constituency it's your
                family. That's what you represent,
                family.

                          CARMINE POLITO
                One small thing we do for this man
                is a huge thing we do for the
                people of New Jersey. This is what
                we can leave behind.

      Irving can't stand how hopeful his friend Carmine is being
      because Irving knows Carmine is being set up. He gets up --

                          CARMINE POLITO (CONT'D)
                Irving what are you doing?

                          RICHIE DIMASO
                Where you going?

                           IRVING ROSENFELD
                     (excusing himself
                      uncomfortably)
                I just gotta go see a man about a
                dog.

158   IRVING WALKS DOWN THE HALL VERY DISTORTED. HE GOES INTO THE     158
      VIDEO ROOM WHERE STODDARD WATCHES THE SURVEILLANCE MONITORS
      INTENSELY AS CARMINE CONTINUES TO STAND BEHIND HIS SINCERE
      PLEDGES.

                          CARMINE POLITO
                    (on grainy monitor)
                I appreciate this. On my family. On
                my kids. This needs to happen. It's
                gotta happen. You've got my word

      Irving walks out of the room --


159   INT. HALLWAY OF SHERMAN SUITE, PLAZA -- CONTINUOUS              159

      --into another room where Sydney on elegant gold couch, sits
      alone. Surveillance equipment and room service trays are on
      the coffee table.


160   INT. ANOTHER ROOM OF SHERMAN SUITE - CONTINUOUS                 160

      She watches Irving who is pacing anxiously and very wound up.
                                                             122.


                          IRVING ROSENFELD
                    (pacing)
                I want to save us. I want to save
                Carmine. It's fucking killing me.

                          SYDNEY PROSSER
                You know the only way to help
                Carmine is through the Tellegio
                thing.

                          IRVING ROSENFELD
                It's dangerous. We gotta get a wire
                in there. We gotta make him feel
                safe.

                          SYDNEY PROSSER
                There's only one thing that can
                really fuck this up and that's your
                wife.

                             IRVING ROSENFELD
                       (pacing)
                Yep.


161   EXT. DANNY'S ELEMENTARY SCHOOL -- DAY                           161

      Rosalyn fixes Danny's coat, hands him his lunch and sends him
      off towards the school's front door --

      CLOSE UP: ROSALYN STARES INTO LENS. Emotional, a mixture of
      sadness and hope. She holds a closed bottle of her favorite
      nail finish and smells it nostalgically.

      A BLACK SEDAN PULLS INTO THE FRAME, SHE OPENS THE DOOR AND
      GETS IN. IT IS PETE MUSANE, TELLEGIO'S MOBSTER SHE FLIRTED
      WITH AT THE CASINO.


162   INT. PETE MUSANE'S CADILLAC - DAY                               162

      He gently puts a hand on her knee. She leaves it there for a
      moment before pushing it away. They stare at each other.


163   INT. MAISON D'LUC - HUNTINGTON, LONG ISLAND - DAY               163

      A NICE RESTAURANT OVERLOOKING THE LONG ISLAND SOUND, LIGHT
      CORAL COLORED TABLECLOTHS; THE PLACE FILLED WITH DAYLIGHT --
      ROSALYN AND PETE SIT VERY CLOSE. QUIET. TOGETHER. IN SILENCE.
      FEW BEATS. CONTENT.
                                                123.


                    PETE MUSANE
          I don't like your husband. You're
          no good together. He doesn't
          appreciate you. Hey, it happens.
          It happened in my marriage. That's
          why I went to Miami. Sometimes you
          just gotta be tough. You gotta
          stand up and you gotta leave, you
          know?

Rosalyn looks at Pete smitten.

                    PETE MUSANE (CONT'D)
          Sometimes you gotta let something
          die to let something live. You're
          too beautiful to be unhappy.

                    ROSALYN ROSENFELD
          I know. I mean, I don't want to
          badmouth my husband, but let me
          badmouth my husband for a second.
          He just thinks that he knows
          everything and he's so full of
          shit. He's such a liar. He thinks
          that I'm stupid, but I'm not
          stupid. I hear him on the phone
          arguing. He loves Carmine, but he
          hates that other guy, that curly-
          headed I.R.S. guy, or whatever
          who's carting around my husband's
          ex-lover, that redheaded whore.

                    PETE MUSANE
          IRS?

                     ROSALYN ROSENFELD
          Anyway. You can see that it drives
          him crazy.

                    PETE MUSANE
          You said IRS. What IRS guy? What
          are you talking bout?

                    ROSALYN ROSENFELD
          I hear them on the phone. I think
          that he's got Irv in some sort of
          bind or something and he's making
          him do all of this stuff and so Irv
          and Carmine right now are at the
          Plaza Hotel throwing away all this
          money at like Congress or whatever.
          They're giving money to congress or
          something. I don't really know but
          I overheard it on the phone.
                                                             124.


      Pete's brow furrows - this is serious.

                          PETE MUSANE
                You know I hate to do this to you
                but I have to go talk to your
                husband. My boss is already angry.
                You stay here I'm going to give you
                some money for a taxi home.

      He puts cash in her hands.

                          PETE MUSANE (CONT'D)
                You stay here. Get yourself some
                dessert. Finish the bottle of
                prosecco. I'm sorry.

      Rosalyn and Pete hold hands as Rosalyn stares into his eyes.
      Very emotional.

                          PETE MUSANE (CONT'D)
                You alright?

                          ROSALYN ROSENFELD
                    (open, vulnerable)
                I don't like change. It's really
                hard for me. Sometimes I think that
                I'll die before I change.

      He kisses her.

                          PETE MUSANE
                It's gonna be okay. You're gonna
                come live with me in Miami.

      Pete gets up and walks. As he does:

                          ROSALYN ROSENFELD
164             Don't hurt him too bad. He's still                    164
                Danny's father.

                                                       BACK TO:


165   ROSALYN AT TABLE ALONE, EMOTIONAL, VULNERABLE, HER LIFE IS      165
      CHANGING.


166   EXT. PLAZA HOTEL -- DAY                                         166

      Irv and Carmine down sidewalk leaving from The Plaza Hotel --

      Pete Musane stands next to an open passenger side door, --
      Irv and Carmine do not move, they stare at the open door.
                                                             125.


      PAUL MCCARTNEY AND WINGS "LIVE AND LET DIE" STARTS OMINOUSLY.


      INT. IRV AND ROSALYN'S HOUSE - LIVING ROOM - NIGHT

170   Rosalyn in full muumuu, wearing cleaning gloves and holding a 170
      vacuum sings to LIVE AND LET DIE while Danny sits on the
      couch watching her. Very intense.


171   INT. PETE MUSANE'S CADILLAC - "LIVE AND LET DIE" CONTINUOUS     171

      Irving and Carmine sit up front with Pete driving and Dick
      Helsing sits in the back seat looking angry.


      INT. IRV AND ROSALYN'S HOUSE - LIVING ROOM - "LIVE AND LET
      DIE" CONTINUOUS

      Rosalyn continues to sing and gets more intense as the music
      picks up.


      INT. PETE MUSANE'S CADILLAC - "LIVE AND LET DIE" CONTINUOUS

      Irving looks over to Pete nervously. Unsure of what's going
      to happen.


      INT. IRV AND ROSALYN'S HOUSE - LIVING ROOM - "LIVE AND LET
      DIE" CONTINUOUS

      Rosalyn whips her head up and down, dancing manically through
      the house.


      INT. IRV AND ROSALYN'S HOUSE - BEDROOM - NIGHT

      Rosalyn sits on the bed with Danny with clothes all over the
      place while smoking a cigarette.

                          ROSALYN ROSENFELD
                Life is ridiculous and I would
                never say anything bad about your
                father in front of you but your
                father is a sick son of a bitch.

                          DANNY
                Daddy's a sick son of a bitch?

                          ROSALYN ROSENFELD
                Don't repeat that. But yes.
                                                        126.


EXT. IRV AND ROSALYN'S HOUSE - NIGHT

Irving's Caddy comes screeching up to the house and parks in
the driveway. Irv get's out and races inside.


INT. IRV AND ROSALYN'S HOUSE - BEDROOM - NIGHT

Rosalyn is still sitting on the bed with Danny.

                    IRVING ROSENFELD (O.S.)
              (shouts)
          ROSALYN! ROSALYN!

Rosalyn looks scared.

                    IRVING ROSENFELD (CONT'D)
          This is a real low in our
          relationship! You know where I was
          recently? I was in your boyfriend's
          fucking car! I saw your nail
          polish.

                                                  SMASH TO:


INT. PETE MUSANE'S CADILLAC - FLASHBACK

IRVING LOOKS DOWN AND SEES THE BOTTLE OF ROSALYN'S NAIL
FINISH ON THE CAR SEAT -- HE PICKS IT UP, LOOKS AHEAD THROUGH
WINDSHIELD SMELLS IT, WORRIED. Carmine glances over his
shoulder anxiously at Dick Helsing in the back seat.

                    PETE MUSANE
          What's this I hear about your curly
          haired friend working for the
          Government?

                    CARMINE POLITO
          What?! Who said that?

                    IRVING ROSENFELD
          That's bullshit!

                       PETE MUSANE
          Your wife.

Irving is surprised to hear this.

                    IRVING ROSENFELD
          That's bullshit.

                       CARMINE POLITO
          Rosalyn?
                                                        127.


INT. IRV AND ROSALYN'S HOUSE - BEDROOM - CONTINUOUS

                    IRVING ROSENFELD
              (screams)
          HE PUT A CANVAS BAG OVER MY HEAD!

                                                SMASH TO:


INT. PETE MUSANE'S CADILLAC - FLASHBACK

A WHITE CANVAS BAG GARROTES OVER IRVING'S HEAD, FROM HELSING
IN THE BACK SEAT.

                    CARMINE POLITO
          Hey, what the fuck?! --

                    PETE MUSANE
          Shut up. Shut the fuck up.

DICK HOLDS A GUN TO THE BACK OF IRVING'S BAGGED HEAD.


INT. IRV AND ROSALYN'S HOUSE - BEDROOM - CONTINUOUS

                    IRVING ROSENFELD
          ARE YOU HAPPY NOW? BECAUSE HE IS
          TRYING TO KILL ME!

                    ROSALYN
          What are you talking about?!

                    IRVING ROSENFELD
          WHAT ARE YOU DOING? WHAT DO YOU
          THINK YOU'RE DOING?

                    ROSALYN ROSENFELD
          Get out of here! I'm not doing
          anything!

                    IRVING ROSENFELD
          WHY ARE YOU TALKING SO MUCH? YOU'RE
          GOING TO GET US ALL KILLED!

Irving looks down to see Danny sitting there on the bed.

                    IRVING ROSENFELD (CONT'D)
          Danny. Come here buddy alright? Go
          draw a picture or something.

Irving ushers Danny out of the room.
                                                       128.


                    ROSALYN ROSENFELD
          You're a real sick son of a bitch
          for screaming at me like that in
          front of Danny.

                    IRVING ROSENFELD
          I'M A SICK SON OF A BITCH? YOU'RE
          TRYING TO GET ME FUCKING KILLED. OH
          MY GOD!! YOU DRIVE ME SO FUCKING
          CRAZY. WHAT ARE YOU DOING?! YOU'RE
          BOYFRIEND -- YOUR FUCKING BOYFRIEND
          WILL KILL ME, HE'LL KILL DANNY, AND
          HE'LL KILL YOU.

                    ROSALYN ROSENFELD
          STOP TALKING LIKE THAT!

                    IRVING ROSENFELD
          He's a mobster alright? That's who
          you're dealing with.

                    ROSALYN ROSENFELD
          Alright fine! Yes, I wanted to hurt
          you but how do you think that I
          feel all day when you leave me
          alone all day? And all I've ever
          wanted is for you to love me.
          That's all I ever wanted. And stay
          married and for you to love me. And
          that's why I'm going to Miami!

                    IRVING ROSENFELD
          You're NOT going to Miami.

                    ROSALYN ROSENFELD
          That's why I'm going to Miami with
          Pete!

Irving picks up Rosalyn's clothes from the bed where there is
an open suitcase, throws them back in the closet.

                    IRVING ROSENFELD
          You are NOT going to Miami.

                    ROSALYN ROSENFELD
          I finally found somebody who loves
          me just like YOU always wanted.

                     IRVING ROSENFELD
          Too dangerous. Miami? Not now. Too
          dangerous.

Irv continue to throw clothes back into the closet.
                                                       129.


                    ROSALYN ROSENFELD
          He likes me just the way I am.

                    IRVING ROSENFELD
          Not now. Everything has to stay
          normal right now. And you're going
          to shut your mouth!

                    ROSALYN ROSENFELD
          You told me that you wanted me to
          find a nice quiet man!

                    IRVING ROSENFELD
          Oh and what a DOOZY you picked!

                    ROSALYN ROSENFELD
          He's the one.

                    IRVING ROSENFELD
          He's the most dangerous guy ever.

                    ROSALYN ROSENFELD
          WELL WHAT DO YOU EXPECT IRVING?! I
          KNOW EVERYBODY THROUGH YOU! WHY
          CAN'T YOU JUST BE HAPPY FOR ME?!

Irving reaches for his heart pills but they fall out of his
hands and scatter on the floor. He bends down to grab them
and almost falls. Rosalyn helps him up.

                    ROSALYN ROSENFELD (CONT'D)
          Why aren't you taking your heart
          pills? Irving, what's going on?
          What kind of trouble are you in?!
          What's happening?

                    IRVING ROSENFELD
          (out of breath)
          I've got a plan.

                    ROSALYN ROSENFELD
          What's happening?

Irving coughs and steps back. Out of breath and very winded.

                    IRVING ROSENFELD
          I've got a plan.

                    ROSALYN ROSENFELD
          You've got a plan? When did you get
          it?
                                                             130.


                          IRVING ROSENFELD
                It really fucking came to me when I
                was inside of that canvas bag with
                your boyfriend's hands around my
                throat. That's when it really came
                to me.


      INT. PETE MUSANE'S CADILLAC - FLASHBACK

                          CARMINE POLITO
                Take it off! Take the bag off his
                head!

      Dick pulls the bag off Irving's head, his comb over is all
      messed up. IRVING GASPS. Pete and Dick LAUGH --

                          IRVING ROSENFELD
                We've got two million coming this
                week!

                           PETE MUSANE
                What do you think this is? You
                think this is a fucking down
                payment plan? Like were Sears of
                Chevrolet?

                          IRVING ROSENFELD
                You ask Victor if he wants two
                million this week. That's real
                money. Two million.

                          PETE MUSANE
                Two million? How?

                            IRVING ROSENFELD
                Wired in.


172   EXT. MADISON AVENUE - FLASHBACK - CONTINUOUS                    172

      They LAUGH, Irving's hair is all messed up.

      Pete patches out. Irving and Carmine are a mess, shirts
      ripped open, no buttons, they look at each other VERY SHAKEN.

                          CARMINE POLITO
                Is it true? Is it true what he
                said about your wife?

                          IRVING ROSENFELD
                It's not fucking true. That's not
                true.
                                                       131.


INT. IRV AND ROSALYN'S HOUSE - BEDROOM - CONTINUOUS

                    IRVING ROSENFELD
          I can save all of us, and we can
          save money. I can take care of you
          and Danny. OK? But you gotta close
          your mouth.

Rosalyn looks satisfied and points her finger at Irving.

                    ROSALYN ROSENFELD
          I knew it. I have always said,
          Irving, that you are very, very
          hard to motivate properly. And I
          knew that Pete was gonna go over
          there and knock some sense into
          you. I've been reading this book,
          Irving. It's by Wayne Dyer, about
          the power of intention.

Irving can't believe what he's hearing right now.

Rosalyn, very satisfied, reaches over the bed and grabs a
book.

                    ROSALYN ROSENFELD (CONT'D)
          And my intention in sending Pete
          over to you was so that you could
          come up with this plan. So, you're
          welcome.

Irving incredulous, thinks to himself how to respond. Forces
himself to say gently --

                    IRVING ROSENFELD
          OK. Thank you, Rosalyn. Thank you
          for the plan.

                    ROSALYN ROSENFELD
          You're welcome.

                    IRVING ROSENFELD
          I appreciate that. So, I think that
          we should be partners on this.

                    ROSALYN ROSENFELD
          I'm a good partner. Almost better
          than Edith. You ever think about
          that? You ever think about how you
          might have underestimated me?

                    IRVING ROSENFELD
          So what is our plan? Tell me the
          plan. What are you gonna do?
                                                         132.


                    ROSALYN ROSENFELD
          I'm going to keep my mouth shut and
          I'm not going to say anything but
          what do I do if Pete calls me? What
          am I supposed to say?

                    IRVING ROSENFELD
          You gotta stop talking about your
          government agencies and your I.R.S.
          and your tax and your conspiracies
          and all of that. You're gonna say
          how you were wrong, you were wrong
          about that.

                    ROSALYN ROSENFELD
          I'll tell Pete that I was wrong but
          you know that in real life, I was
          right for saying all that stuff
          because then that spurred on the
          actions that made you come up with
          this plan. So I will tell Pete.

                      IRVING ROSENFELD
                (holding his head)
          OK.

                    ROSALYN ROSENFELD
              (pointing with cigarette
               between fingers)
          The power of intention Irving. The
          power of intention.

Irv is doing everything he can to hold it together.

                    IRVING ROSENFELD
          OK. You were right.

Rosalyn gets up from the bed and walks over to Irving.

                    IRVING ROSENFELD (CONT'D)
          You're so smart. Good job, peaches.

                    ROSALYN ROSENFELD
          Irving, I've been doing a lot of
          thinking and -- you need to grow
          up. And you need to face the
          facts. And I think that both of us
          will be a lot happier if we get a
          divorce.

As he listens to words he has been saying himself for months,
now spoken as Rosalyn's idea.
                                                              133.


                            IRVING ROSENFELD
                 OK.

                           ROSALYN ROSENFELD
                 Just think about it. (kisses him)
                 These things are never easy.

       Irving starts walking away towards the door.

                            IRVING ROSENFELD
                 Alright.

                           ROSALYN ROSENFELD
                 Irving. Good luck with your plan.


       EXT. FBI OFFICE, FEDERAL OFFICE BUILDING, NY - DAY

       The spare rhythmic intro of Jeff Lynne's "Long Black Road"
       plays as Richie looks back over his shoulder and walks
       towards the building with intensity.

                           IRVING ROSENFELD (V.O.)
                 Necessity truly is the mother of
                 invention. The F.B.I. was willing
                 to wire the two million dollars if
                 it meant taking down Tellegio and
                 his entire organization.


       INT. FBI OFFICE, FEDERAL OFFICE BUILDING, NY

       Brenda in her office.

       Amado looking very pleased on the telephone.


178A   EXT. LEXINGTON AVENUE - DAY                                     178A

       Irving walks with Richie and Sydney up to an office building.

                           IRVING ROSENFELD (V.O.)
                 A mobster like Tellegio would never
                 meet at the Plaza Hotel, but only
                 at the office of his attorney,
                 Alfonse Simone.

       They walk into mob lawyer Simone's building.


178B   INT. LOBBY OF BUILDING - DAY                                    178B

       On an old faded directory: 7TH FLOOR: ALFONSE SIMONE #701
                                                              134.


178C   INT. ELEVATOR - CONTINUOUS                                      178C

       THEY STAND TENSE IN ELEVATOR NOT SPEAKING.


178D   INT. RECEPTION AREA - SIMONE LAW OFFICE - DAY                   178D

       They open door to large, spare reception area of Alfonse
       Simone's law office. MIDDLE AGED SECRETARY looks up and picks
       up the phone.


178E   INT. HALLWAY OF ALFONSE SIMONE'S OFFICE - CONTINUOUS            178E

       NEARBY AT A SMALL TABLE SYDNEY IS FRISKED BY A BLACK MAN IN A
       SUIT, SHE SUSTAINS EYE CONTACT WITH IRVING AND RICHIE AS THEY
       ARE ALSO FRISKED BY ANOTHER MAN IN A SUIT ACROSS THE ROOM. --
       THE CONTENTS OF SYDNEY'S PURSE ARE EMPTIED AND EXAMINED ALONG
       WITH HER PURSE. IT IS TENSE. SYDNEY STARES AT A NERVOUS
       RICHIE; THEIR MICROPHONES HAVE GONE UNDETECTED. "LONG BLACK
       ROAD" CONTINUES AS CAMERA FOLLOWS THE BACK OF THE THICK NECK
       OF THE MAN IN THE SUIT AS HE LEADS THEM DOWN A WINDING NARROW
       OFFICE CORRIDOR. IN ONE SHOT THE DOOR OPENS, JEFF LYNNE'S
       SONG SHIFTS TO A LIGHTER THAN AIR PIANO BREAK.


178F   INT. ALFONSE SIMONE'S OFFICE - CONTINUOUS                       178F

       ALFONSE SIMONE- 64, BRONX, SEASONED LAWYER.

       Alfonse Simone rises from behind his desk. A silent secretary
       sitting at his side in a white dress stares at our heros as
       Simone steps forward to introduce himself.

                           ALFONSE SIMONE
                 Alfonse Simone.

       Edith walks up to him to shake hands. He shakes hands with
       Irving and Richie as well. Man in the suit closes the door
       behind them.

                           EDITH GREENSLY
                 Edith Greensly.

                           IRVING ROSENFELD
                 Irving Rosenfeld.

                           RICHIE DIMASO
                 Good afternoon.

                           ALFONSE SIMONE
                 Please, be seated.
                                                       135.


They sit in three chairs facing Simone's desk: Sydney/Edith,
Richie, Irving.

Simone sits behind his desk, the silent secretary sits just
behind him slightly to the side, stares at Edith, Richie,
Irving.

                    ALFONSE SIMONE (CONT'D)
          I appreciate the fact that you all
          came in person, but the trip was
          really unnecessary because this
          whole thing could have been done
          with a simple wire transfer. As a
          matter of fact this is the number
          of our wire right here.

Simone slides a small pink piece of paper across the desk to
them. Richie stares at the paper, but doesn't touch it.

                    RICHIE DIMASO
          Where is Mr. Tellegio?

                    ALFONSE SIMONE
          Mr. Tellegio unfortunately was
          called out of town on business.

                    RICHIE DIMASO
          That's not good. We were willing to
          come here today, in person, to see
          Mr. Tellegio, as a sign of respect
          to give two million dollars --

                    ALFONSE SIMONE
          I can assure you that I have the
          power of attorney --

                    RICHIE DIMASO
          Excuse me. If you'll let me finish,
          we are willing to give two million
          dollars today of the ten. But
          without Mr. Tellegio here --

                    IRVING ROSENFELD
              (to Simone)
          We can't, we can't make that
          decision. It's not the right thing.
          It's not the right time. It's just
          not good.

                    EDITH GREENSLY
              (to Irving across Richie)
          You don't have the authorization to
          make this kind of choice so don't
          be hasty, alright?
                                                        136.


                    IRVING ROSENFELD
          I'm not being hasty. It's just,
          let's be smart about it. This is
          not how we do business. (to Simone)
          I'm sorry. I apologize.

Richie motions with his hand to Edith that he agrees with
Irving.

                    RICHIE DIMASO
          He's right, we can't.

                    EDITH GREENSLY
          I think you should hang in there.

                    RICHIE DIMASO
          For what? The guy's not here.

                       IRVING ROSENFELD
          He isn't.

                       RICHIE DIMASO
          That's it.

He stands, goes to the door.

                    IRVING ROSENFELD
          This is a surprise. The Sheik
          doesn't like surprises.

Edith turns in her chair to face them in the doorway.

                    EDITH GREENSLY
          Don't leave.

                    IRVING ROSENFELD
              (in doorway with Richie)
          Edith, this is not your decision to
          make.

                    EDITH GREENSLY
          I understand but maybe we can call
          the Sheik. Let's call the Sheik.

                    IRVING ROSENFELD
          That's not the plan. That's not
          the --

Edith locks eyes with Richie. Richie stares at Edith, waves
Irving off with his hand.

                    RICHIE DIMASO
          No, let's -- I'll call the Sheik.
          (to Simone) Can I use your phone?
                                                       137.


                       ALFONSE SIMONE
          Please do.

                    RICHIE DIMASO
              (to Alfonse Simone)
          I don't know if he's in, I'll call
          the Sheik. But before I do, I'd
          like to go over specifically what
          this money will be used for.

                    ALFONSE SIMONE
          What we will do is we guarantee all
          proper licenses and construction
          permits for any hotel casino that
          plans to open before the end of the
          year.

Richie glances down at Edith and her handbag. PUSH IN ON A
TINY MICROPHONE WE NOW SEE CLEVERLY BUILT INTO THE HANDLE OF
EDITH'S GUCCI BAG.

                    ALFONSE SIMONE (CONT'D)
          And we'll throw in the customary
          privileges and protection.

                    RICHIE DIMASO
          What if there are obstacles, what
          will you do?

                    ALFONSE SIMONE
          Obstacles? We are prepared to
          overcome any obstacles.

                    RICHIE DIMASO
          This is a big enterprise.

                    ALFONSE SIMONE
          If we have to pay somebody off,
          we'll pay somebody off. If we have
          to lean on somebody, intimidate
          somebody, we'll intimidate
          somebody. We're experienced. This
          is our business.

RICHIE STARES AT SIMONE.

                    RICHIE DIMASO
          That's powerful stuff. Thank you.

IRVING STARES AND SYDNEY LOOKS AT RICHIE.
                                                          138.


                    ALFONSE SIMONE
          And I'll tell you something else.
          At the end of this we'll teach you
          how to skim and how to cut it up
          and make some money on the side.
          Because we invented skimming. We've
          been doing it for thirty years.

A smile creeps across Richie's face.

                    RICHIE DIMASO
          Thank you. Thank you for clarifying
          that.

Richie picks up the phone to dial.

                    RICHIE DIMASO (CONT'D)
          I think that will be OK for the
          Sheik.


INT. BRENDA'S FBI WIRE OFFICE - CONTINUOUS

AMADO, STODDARD, BRENDA.

                    ANTHONY AMADO
          This is the Sheik.

                    RICHIE DIMASO
              (on phone)
          Mr. Tellegio is not here. It's
          just Mr. Alfonse Simone, his
          lawyer. Are we still ok to wire the
          money?

                    ALFONSE SIMONE
          Simone can take the money. What's
          the number?

                    RICHIE DIMASO
          5317AP

Amado writes it down and hands it to Brenda to call in.

                    BRENDA
          The funds have been transferred.

                    ANTHONY AMADO
          (on phone to Richie)
          The funds have been transferred.

Amado nods: victory. BACK TO:
                                                              139.


       INT. ALFONSE SIMONE'S OFFICE - DAY - CONTINUOUS

       Richie hangs up.

                           RICHIE DIMASO
                 The money's been wired.

                           ALFONSE SIMONE
                 I think we have a deal.

                           RICHIE DIMASO
                 Yes we do sir.

                           ALFONSE SIMONE
                 Pleasure doing business with you.

                           RICHIE DIMASO
                 Okay, well, thank you very much,
                 Mr. Simone.

       RICHIE SMILES, SYDNEY LOOKS AT IRVING, WHO LOOKS PREOCCUPIED.
       PUSH IN ON IRVING.

                           RICHIE DIMASO (CONT'D)
                 The Sheik's very excited.

                           ALFONSE SIMONE
                 I'm sure that we'll be seeing each
                 other.

       Richie and team start to walk out.

                           RICHIE DIMASO
                     (grinning)
                 Oh I'm sure we'll be seeing each
                 other very soon. You may even get
                 sick of me, like these two.

                           ALFONSE SIMONE
                 I don't think I'll get sick of you.
                 Nice meeting you.

       Richie, Edith, and Irving walk down the hall after leaving
       his office. Richie smiles as the opening of Bowie's "The Jean
       Genie" momentously starts. Edith smiles as she walks down the
       hall followed by Irving. Richie puts his hand on the door
       knob to exit the hallway.


178H   INT. AMADO'S OFFICE, FEDERAL OFFICE BUILDING - DAY              178H

       THE DOOR OPENS IN A TIMECUT, RICHIE IN SUNGLASSES, HIS JACKET
       IS OFF, HE BEAMS AND CELEBRATES AND EXHORTS A ROOM FULL OF
       FBI AGENTS, ADMINISTRATORS, SECRETARIES.
                                                             140.


      THE JEAN GENIE PLAYS ENERGETICALLY AS RICHIE CELEBRATES WITH
      EVERYONE, LIKE IN A LOCKER ROOM, HIS FIST IN THE AIR.

                          RICHIE DIMASO
                FINALLY! FINALLY WE GET SOME
                RESPECT!

      AMADO SITS IN HIS CHAIR WITH CIGAR IN ONE HAND AND DRINK IN
      THE OTHER. VERY EXCITED AND LAUGHING AS HE POINTS AT RICHIE.

                          ANTHONY AMADO
                    (shouts through clamor)
                We're ambitious, that's why!

      Richie suddenly moves to the reel to reel surveillance tape
      and quiets the room, the music momentarily stops as we hear
      Alfonse Simone on the surveillance tape.

                          RICHIE DIMASO
                Shh, shh, shh!

                          ALFONSE SIMONE (ON SURVEILLANCE TAPE)
                If we have to pay somebody off,
                we'll pay somebody off. If we have
                to lean on somebody, intimidate
                somebody, we'll intimidate
                somebody.

      Richie joyfully lip synchs to the rhythm of Simone's
      incriminating words on tape.

                           RICHIE DIMASO
                    (in unison with Simone on
                     tape)
                -- If we have to lean on somebody,
                intimate somebody, we'll intimidate
                somebody!!

      RICHIE THROWS HIS FIST IN THE AIR AND CHEERS, JOINED BY
      EVERYONE IN THE ROOM. BOWIES "THE JENE GENIE" COMES BACK
      LOUD.

179   RICHIE TURNS AND TWIRLS A WHITE HAIRED FBI AGENT IN            179
      CELEBRATION, LAUGHING WITH JOY. THEN GOES OVER TO A SULKING
      STODDARD AND HUMPS HIM LIKE AT A FRAT PARTY, LAUGHING WITH
      EVERYBODY AT STODDARD'S STIFFNESS. STODDARD GETS UP AND
      RICHIE SMACKS HIS ASS AS HE LEAVES THE ROOM. RICHIE IMITATES
      STODDARD TO ROARING LAUGHTER -- TWICE.

      THE MUSIC CRESCENDOS TO AN ABRUPT STOP.
                                                             141.


180   EXT. CARMINE POLITO'S CAMDEN NJ CLAPBOARD HOME - DAY            180

      Irving's big blue car pulls up to the lens. Irving and Sydney
      looking a little uneasy.

      Irving stares at the house.

                          IRVING ROSENFELD
                I gotta do it.


181   INT. CARMINE'S LIVING ROOM - DAY                                181

                          CARMINE POLITO
                What do you mean, there's no sheik?
                What does that mean, "there's no
                sheik"? What does that mean?

      Carmine stares at Irving.

                          IRVING ROSENFELD
                I want to face you like a man
                because I want to be real now.

                          CARMINE POLITO
                Who is "they"?

      Irving looks distressed. He's a wreck.

                          IRVING ROSENFELD
                It's the Feds.

                            CARMINE POLITO
                The Feds?

                            IRVING ROSENFELD
                Yeah.

                          CARMINE POLITO
                Irving -- I'm a good person

                            IRVING ROSENFELD
                You are!

      Carmine stands up and looks around the room, disoriented, his
      life passing before his eyes.

                          CARMINE POLITO
                I've been doing this for a long
                time, for twenty years. Do you
                think I woulda taken that money if
                it wasn't the right thing to do?
                                                142.


                    IRVING ROSENFELD
          Hey look, you're a good person I
          know that but in all honesty --

                    CARMINE POLITO
              (screams)
          You said that was the only way,
          Irv. You chased me, remember?

                    IRVING ROSENFELD
          They fuckin' made me do it. What
          was I supposed to do? They had Syd
          in jail.

                    CARMINE POLITO
          You made me go back to the Plaza to
          take that money, you piece of shit!
          I was gone! You fucking prick!

CARMINE BEATS IRVING DOWN ON THE COUCH.

                    CARMINE POLITO (CONT'D)
          I was gone, I left!

DOLLY WALKS IN.

                    DOLLY POLITO
          Is everything alright? Can I have a
          word with you?

                    CARMINE POLITO
              (very upset)
          No, please, Dolly, just go
          upstairs. Take the kids and go
          upstairs!

                    DOLLY POLITO
          Alright, alright.

                    IRVING ROSENFELD
          I want to make this right. I came
          here because I want to make it
          right.

Irving is in tears. Very upset.

                    CARMINE POLITO
          Look at my face. You tell me that
          I'm lying to you when I say that
          everything I do is for the good of
          the people of New Jersey.
          Everything I do is for them. Am I
          lying to you?
                                                         143.


                    IRVING ROSENFELD
          I never had a friend like you
          before.

                    CARMINE POLITO
          I used that money for the goddamn
          casino.

                    IRVING ROSENFELD
          I got some leverage, alright? I can
          help you out.

                    CARMINE POLITO
          This is all shit. It's all
          bullshit.

Carmine picks up the knife the Sheik gave him.

                    CARMINE POLITO (CONT'D)
          Look at this thing. Look at this.
          Ceremonial fucking knife. What is
          this bullshit? Some toy?

He drops it on the table. Irving stares at his friend,
removes his glasses.

                    IRVING ROSENFELD
          Carmine, Syd and I got a plan for
          you. We can help you out.

                    CARMINE POLITO
          Please get out of my house, Irving.
          Will you please leave? I'm asking
          you nicely, please leave.

Irving gets up to go and is pushed towards the door by
Carmine. Dolly joins Carmine in tears. Carmine's kids stand
on the stairs.

                    DOLLY POLITO
          Get out of our house!

                     IRVING ROSENFELD
          I don't want to -- (seeing kids)
          I'm sorry. I didn't mean for this
          to happen.

                    CARMINE POLITO
              (to kids)
          This is not our friend!

                    IRVING ROSENFELD
          Truly, I didn't mean for this to
          happen.
                                                             144.


      Carmine points to his family.

                          CARMINE POLITO
                This is what matters to me most and
                you're crushing it! You're going to
                take me away from them you fucking
                son of a bitch? Get the fuck out!

183   Carmine lunges at Irving and punches him in the face. Irving    183
      goes down to the ground and his glasses fly off his face.

      CARMINE kicks him one last time.

                          IRVING ROSENFELD
                    (beaten, bloody on floor)
                I just want to make it right.

                          CARMINE POLITO
                Get out of my house. Look what you
                made me do!

                          IRVING ROSENFELD
                    (stumbling out the door)
                I'm sorry Carmine, I'm sorry.


184   EXT. CARMINE'S HOUSE - DAY                                      184

      Irving staggers out of the house in an emotional daze, one
      hand to his heart, falls to sidewalk with bloody nose and
      broken glasses --

      SYDNEY ACROSS THE STREET BURST OUT OF THE CAR.

                          SYDNEY PROSSER
                Irving!

      RUNS TO HIM IN HER HIGH HEELS -- HELPS HIM SIT UP ON THE
      SIDEWALK.

                          SYDNEY PROSSER (CONT'D)
                Your heart pills. Where are your
                heart pills?

      She digs through his pockets, finds the pills, and feeds one
      to him.

      Sydney struggles to help Irving to his feet and together, an
      embattled but surviving couple, they cross the street arm and
      arm. She opens the door and helps him into the car.

                          IRVING ROSENFELD
                I've got to lay down.
                                                             145.


                             SYDNEY PROSSER
                Just rest.

      She gets in and closes the door.


185   INT. IRVING'S CADILLAC - DAY                                   185

      They both slump down on the seat, stare at each other,
      emotional, humbled. Sydney gently removes Irving's broken
      glasses. They stare at each other, it is quiet.

                          SYDNEY PROSSER
                    (emotional, quiet)
                Are you ready?

                             IRVING ROSENFELD
                Yes.

      They stare at each other.

                          IRVING ROSENFELD (CONT'D)
                    (whispers)
                I love you.

      She squeezes his hand, raises it to her lips and kisses it.


206   INT. AMADO'S OFFICE - DAY                                      206

      TILT UP FROM THE FLOOR OF THE OFFICE TO RICHIE, AMADO, AND
      STODDARD INTENSELY STARING AT THE DOOR FOR A CONFRONTATION,
      LIKE IN A WESTERN. THE DOOR OPENS AS IRVING AND SYDNEY ENTER
      AND STARE BACK AT THEM.

                          ANTHONY AMADO
                Please. Come in. Sit down.

      They all sit.

                          ANTHONY AMADO (CONT'D)
                Do you know where our two million
                dollars is?

                          IRVING ROSENFELD
                Two million? (Irving pushes his new
                glasses up the bridge of his nose)
                It's with Victor Tellegio and
                Alfonse Simone.

                          ANTHONY AMADO
                No, actually it's not with Victor
                Tellegio or Alfonse Simone.
                                                         146.


Richie stands by the window, stares angrily at Irving.

                    RICHIE DIMASO
          He fucking knows about it.

                    ANTHONY AMADO
          It's gone missing. Did you know
          that?

                    IRVING ROSENFELD
          Where's it gone?

                    ANTHONY AMADO
          That's interesting that you said
          that because while you were on your
          way over here, we got an anonymous
          phone call from someone who said
          that in exchange for immunity for
          the two of you and a reduced
          sentence for Carmine Polito we get
          our two million dollars back.

                    IRVING ROSENFELD
          That's interesting. That's very
          interesting. I have no idea.

                     ANTHONY AMADO
          No idea?

                    IRVING ROSENFELD
          No idea what you're talking about.

Irving looks at Sydney who looks back at him and shakes her
head. She doesn't know either.

                    ANTHONY AMADO
          I got it. I understand how these
          deals are made. See, someone has
          leverage.

                    RICHIE DIMASO
          Anthony, fuck them. It's over. We
          got them for wire fraud, it's over.
          (to Irving and Sydney) You're done.
          You're both done.

                    IRVING ROSENFELD
          I don't think so.

                    RICHIE DIMASO
          Oh, you don't think so?
                                                             147.


                           IRVING ROSENFELD
                Richard, think about it, YOU
                requested the two million. And you
                gave Brenda the account number. We
                didn't do any of that. None of it.
                (turns dramatically to face Richie)
                How do we know that YOU don't have
                the money?

                           RICHIE DIMASO
                    (Richie looks from Irving
                     to Sydney)
                Am I living in a fucking nightmare
                right now?

      AMADO AND STODDARD STARE INCRIMINATINGLY AT RICHIE.

                          IRVING ROSENFELD
                I find this a little offensive.
                Really, I find this a little
                offensive and I don't see that you
                got any sort of solid case against--

                          RICHIE DIMASO
                (to Amado and Stoddard)
                Don't let him get in your heads.
                Listen to me, we're dealing with a
                very clever individual.

                          IRVING ROSENFELD
                Richard, think about it. You got
                some big arrests. You got U.S.
                Congressmen. You look good. You're
                gonna be all over the news. You
                know what doesn't look good? A
                story about gross incompetence

205                                                    SMASH TO:    205

      FLASHBACK -- RICHIE KICKS OPEN THE DOOR OF LAWYER ALFONSE
      SIMONE'S OFFICE WITH A WARRANT IN HIS HAND AND TWO AGENTS
      BEHIND HIM.

                          RICHIE DIMASO
                I have a warrant for --

      Richie looks around disoriented, we cannot see what he sees
      yet.

                          RICHIE DIMASO (CONT'D)
                I'm sorry, do I have the wrong
                office?(checks number on the door)
                Is this 701? Alfonse Simone?
                                                        148.


                    MAN'S VOICE (O.S.)
          This is 701.

-- WE REVEAL THE VOICE BELONGS TO A BLACK ATTORNEY -- TWO
BLACK CLIENTS ACROSS FROM HIM -- SEATED AT WHAT PREVIOUSLY
APPEARED TO BE THE DESK OF LAWYER ALFONSE SIMONE.

                    BLACK DIVORCE LAWYER
          My name is Roger Thigpen. I've had
          this office for 25 years. I'm a
          divorce attorney.

RICHIE IS STUNNED.


INT. AMADO'S OFFICE - DAY - BACK TO PRESENT

                    SYDNEY PROSSER
          You lost two million dollars of
          taxpayer money because you were
          confused about the location and the
          identity of Victor Tellegio's
          attorney?

                                                  CUT TO:


INT. POOL PARTY - LONG ISLAND HOUSE - DAY - FLASHBACK

Where we first saw Irving at the pool party.

                    IRVING ROSENFELD (V.O.)
          The role of Tellegio's attorney,
          Alfonse Simone, was played by our
          friend Ed Malone --

Camera pans from Irving to Ed Malone:

                    IRVING ROSENFELD (V.O.)
          the "Cold Cut King of Long Island"--

Ed Malone holds up two packages of cold cuts. Also holding
the cold cuts are the two that frisked everyone at Simone's
office.

                    IRVING ROSENFELD (V.O.)
          Whose party we were at when Sydney
          and I first met.

Cut to Irving first meeting Sydney.

                                                  CUT TO:
                                                       149.


INT. ALFONSE SIMONE'S OFFICE - DAY - FLASHBACK

Ed Malone, dressed as Alfonse Simone, steps to camera to
shake Richie's hand.

                    ED MALONE
          Alfonse Simone.

                                                  CUT TO:


INT. ANTHONY AMADO'S OFFICE - DAY - BACK TO PRESENT

                    EDITH GREENSLY
          People believe what they want to
          believe Richie.

                    RICHIE DIMASO
          That's because you conned me! You
          both fucking conned me. You both
          got under me. You did!

                    IRVING ROSENFELD
          Well that doesn't sound so good,
          either. I mean -- and I don't know
          what you're talking about, but --
          let's just assume you want to go
          with that story. Really? That's the
          story you want to go with? That's
          what you want the New York Times to
          hear? That you got conned by the
          very con men who you forced to
          entrap the members of Congress in
          the first place. That's what you
          want to go with? That doesn't sound
          so good for your whole thing.

Richie looks like he's going to be sick.

                    IRVING ROSENFELD (CONT'D)
          And how ironic that the most
          creative minds, the ones who are
          working hardest to get the economy
          of New Jersey going, those are the
          ones that you round up. And why?
          Because what, they're the easiest
          to go after? And what about the
          real bullshit artists? You didn't
          even come close to the big leagues.
          Those big guys. The money men.

                    RICHIE DIMASO
          That's what I was trying to go
          after.
                                                         150.


                    IRVING ROSENFELD
          I'm sorry to tell you, you got none
          of 'em.

                    STODDARD THORSEN
          You know, Richard, I think we may
          call you as a witness, but
          otherwise you're done. I think you
          better go home.

Richie disoriented, appeals to Stoddard.

                    RICHIE DIMASO
          Stoddard --

                    STODDARD THORSEN
          Go on home, Richard.

ELO's "10538 Overture" reprises on the soundtrack.


EXT. FBI OFFICE, FEDERAL OFFICE BUILDING, NY - DAY

Camera tilts down from the Federal Building to find Richie
coming down the stairs, emotional. Richie walks wiping his
eyes, his innocence and Edith, lost.

                                                     CUT TO:

                    IRVING ROSENFELD (V.O.)
          We took down some very big guys.

-REP. SANDERS SWARMED BY PHOTOGRAPHERS WALKING OUT OF
BUILDING, ESCORTED BY FBI AGENTS.

-REP. SIMMONS ESCORTED OUT OF CITY HALL.

                    IRVING ROSENFELD (V.O.)
          Some of whom were just doing
          business as usual helping their
          communities or their states.

-REP. KESHOYGAN IS GRABBED AS HE APPROACHES HIS CAR IN A
GROCERY STORE PARKING LOT WITH A BAG FULL OF GROCERIES.

                    IRVING ROSENFELD (V.O.)
          But some of them knew they had
          larceny in their blood--

-REP. O'CONNELL COVERS HIS FACE AS PHOTOGRAPHERS SWARM HIM AS
HE'S ARRESTED OUTSIDE HIS HOUSE AS WIFE AND DAUGHTER LOOK ON.
                                                              151.


      CARL ELWAY IS CHELSEA HOTEL OFFICE IN HIS BATHROBE WITH HIS
      SECRETARY IN TEARS.

                          IRVING ROSENFELD (V.O.)
                And they even admitted it.

      GREY HAIRED SENATOR HORTON MITCHELL, wife by his side, denies
      any wrongdoing and is photographed and humiliated as he then
      sits with her in a Federal car.

                          IRVING ROSENFELD (V.O.)
                But in all it was six Congressmen,
                one United States Senator, and my
                friend, Carmine Polito.


      THE DOOR TO CARMINE'S CLAPBOARD HOUSE OPENS, CARMINE STANDS
      IN THE DOOR, STARES AT THE AGENTS, HIS WIFE AND CHILDREN IN
      TEARS STAND BEHIND HIM AS HE SERVED A WARRANT. CARMINE IS
      HANDCUFFED.

                          IRVING ROSENFELD (V.O.)
                We gave the two million back so
                Carmine got the reduced sentence.
                18 months. The loss of his
                friendship would haunt me for the
                rest of my life.

      CROWDED FEDERAL BUILDING PRESS CONFERENCE - MANY FLASHBULBS
      AS STODDARD STANDS NEXT TO AMADO WHO MAKES THE ANNOUNCEMENT.

                           IRVING ROSENFELD (V.O.)
                And when the story was written,
                Richard Dimaso's name was never
                mentioned.

      CAMERA PANS THROUGH CROWD TO FIND RICHIE IN THE WAY BACK,
      LEANING AGAINST A PILLAR. FADE TO WHITE ON HIS SOBERED FACE.


209   EXT. LONG ISLAND ELEMENTARY SCHOOL - DAY                        209

      FADE IN FROM WHITE, PAN DOWN FROM WHITE SKY TO SCHOOLYARD,
      CHILDREN LEAVING ELEMENTARY SCHOOL. IRVING AND SYDNEY WALK UP
      TO THE SCHOOL TO PICK UP DANNY.

                           IRVING ROSENFELD (V.O.)
                Syd and I moved in together. And
                Rosalyn --

      ROSALYN IN A NECK BRACE and off white trench coat and
      sunglasses -
                                                         152.


                    ROSALYN ROSENFELD
          The car is a little dinged up and
          I'm a little stiff but I don't want
          to talk about it.

Irving stares at Rosalyn.

                    IRVING ROSENFELD (V.O.)
          She would always be interesting.

Rosalyn gets in to a car, revealing Pete Musane in the
driver's seat. Irving leans in.

                    PETE MUSANE
              (to Irving)
          You know my boss knows you did him
          a solid.

                    IRVING ROSENFELD
          Yes I did. He never took a nickle
          so they can't get him for nothing.
          I was never going to let that
          happen.

Irving starts to leave --

                    ROSALYN ROSENFELD
          Irv.

He stops and looks at her. With red lacquered nails Rosalyn
places her favorite nail finish in his hand.

                    ROSALYN ROSENFELD (CONT'D)
          I'm done with this nail finish. Bye
          for now. I'll see you next weekend.

Irving nods. Rosalyn drives off with Pete.

Sydney stands with Danny.

                    IRVING ROSENFELD (V.O.)
          Our conning days were behind us.

Irving and Sydney walk hand and hand with Danny down the
street. Irv drops the nail finish into a trashcan.


                    IRVING ROSENFELD (V.O.)
          You can fool yourself for just so
          long and then your next reinvention
          better have your damn feet on the
          ground.
                                                             153.


210   INT. ART GALLERY - DAY                                          210

      Irving and Sydney admire a piece of art on the wall.

                          IRVING ROSENFELD (V.O.)
                We got a loan from a bank and were
                able to go gallery legitimate.


      INT. SMALL BANK - DAY

      Irving and Sydney sit in front of a banker asking for a loan.

                          IRVING ROSENFELD (V.O.)
                The art of survival is a story that
                never ends.


      INT. SYDNEY'S APARTMENT - DAY

      SYDNEY PLACES THE NEEDLE ON THE RECORD PLAYING ON A
      TURNTABLE: DUKE ELLINGTON'S JEEPS BLUES, begins. SHE STARES
      ACROSS THE ROOM AT IRVING. IRVING STARES BACK HER.

      CUT TO BLACK

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