COLLATERAL



                                    written by
                                  Stuart Beattie

                                 revised draft by
                                  Frank Darabont
                                      9/12/00

                                current revisions by
                                    Michael Mann
                                       8/24/03



                        FOR EDUCATIONAL PURPOSES ONLY




MM   revs.    8/28/03   (blue)
MM   revs.    8/28/03   (pink)
MM   revs.    9/01/03   (yellow)
MM   revs.    9/02/03   (green)
MM   revs.    9/03/03   (goldenrod)
MM   revs.    9/08/03   (buff)
MM   revs.    9/10/03   (salmon)
MM   revs.    9/14/03   (cherry)
MM   revs.    9/16/03   (tan)
MM   revs.    9/18/03   (blue)
MM   revs.    9/21/03   (pink)
MM   revs.    9/22/03   (yellow)
MM   revs.    9/24/03   (green)
MM   revs.    9/26/03   (goldenrod)
MM   revs.    9/27/03   (buff)
MM   revs.    9/29/03   (salmon)
MM   revs.    9/30/03   (cherry)
MM   revs.   10/02/03   (tan)
MM   revs.   10/04/03   (blue)
MM   revs.   10/06/03   (pink)
MM   revs.   10/09/03   (yellow)
MM   revs.   10/10/03   (green)
MM   revs.   10/11/03   (goldenrod)
MM   revs.   10/12/03   (buff)


     FADE IN:

A1   INT. BRADLEY TERMINAL - BLURS - DAY                           A1

     slide past in a 400mm lens. Then, entering a plane of focus is
     VINCENT. He walks towards us...an arriving passenger. Suit.
     Shirt. No tie. Sunglasses and expensive briefcase say
     "confident executive traveler." The suit's custom-made but not
     domestic. His hair and shades are current, but it would be
     difficult to describe his identifying specifics...grey suit,        
     white shirt, medium height. And that's the idea...                  

     CLOSE BEHIND VINCENT

     OVER his left shoulder, walking through milling travelers           
     towards the distant wall of metal and glass, sunlight streaming
     at him...

     ANOTHER BUSINESSMAN

     - suit, blonde crew cut - walks to camera. Same sunlight, but
     it hits him from the side. His trajectory is from the left.
     His eyeline is slightly right. Just now, he looks down at a
     ticket in his hand...

     OVER VINCENT'S LEFT SHOULDER...

     right now something catches Vincent's eye.   And the two men bump
     into each other...

     TWO-SHOT...

                            VINCENT
                You okay?    Sorry...

     Vincent puts down his briefcase.   The man has a similar
     briefcase.

                          MAN
                    (North London working-
                     class accent)
                Yeah, yeah, I'm fine, mate.   Enjoy                      
                LA...

     VINCENT GRABS THE BRIEFCASE OF THE MAN

     with the North London working-class accent. And continues
     towards the exit. Was it an accident? Was it a brush pass?
     The Man's accent signified nothing to us except one thing:
     foreign origin.

     VINCENT

     approaches until he's in ECU...


A1   CONTINUED:                                                      A1


     OVERHEAD SHOT:   VINCENT

     up from the bottom of the frame, departs across the floor with
     the yellow tile, until we lose him into the milling hundreds of
     Angelenos, heading out into Greater LA and its eighteen million
     people.

1    CREDIT SEQUENCE:                                                 1

     Images wipe across the screen, kinetic and abstract, floating
     and dreamlike in SLO-MO:

     Shades of yellow.   Ribbons of silver.    Shimmers of chrome.

     Headlights sweeping past, flaring to white. Brake lights
     flashing, halating red. Reflections of overhead fluorescence
     flowing like liquid along windshield glass...

     SOUNDS are dreamlike and abstract, reverberated and discordant,
     bouncing off concrete walls: car doors OPENING and CLOSING.
     Brakes. A BABBLE of multi-lingual crosstalk.

     Racing Forms. A Farsi newspaper. African hands on a                  
     Blackberry. Max's hands do The New York Times crossword. A           
     West African speaks French into a cell phone. Metallica in a         
     headset. Hip-hop, Norteno...                                         

     Mechanics hands change tires, replace air cleaners, close a          
     hood.                                                                

2    INT. TAXI DISPATCH - L.A. - DAY                                 2

     ORANGE and YELLOW FORD CROWN VICTORIAS are wiping screen. We         
     find ourselves in a busy garage at change of shift. A balletic       
     convergence of arriving and departing cars. One's door's flung
     open...

3    INT. ONE CAB - MAX'S HANDS                                      3

     enter. They wipe the seats with paper towels and 409...a DMV
     LICENSE fitted into the small Lexan holder. On it is a picture
     of Max.

     Lights being checked. Indicators. Hazards. Switches. Similar
     to a pilot doing an aircraft check list. Fast. All fine.

     REVEAL NOW:   MAX'S BRIEFCASE                                        

     He opens it, preparing for his workday. CD caddy of personal         
     mixes goes on a visor. Spreadsheet peaks out a worn Mercedes         
     S500 brochure, clipped open. A submarine sandwich from Subway.       

3   CONTINUED:                                                           3

    LONG LENS:   OTHER CABBIES - OTHER FACES                                 

    load-in. Southern California diversity - some unshaven,                  
    swapping stories, counting cash, one stands on the passenger             
    seat to shout over the roof to his pal, spills his coffee,               
    couldn't care less...                                                    

    Not Max.   His cab is fly.   Among cabbies he is GQ.

    And as CAR HORNS BLARE. AD LIB BANTER. CABBIES SHOUT.          Max
    gets behind the wheel, closes the door...

4   INT. CAB - DAY                                                       4

    ...and WHAM! The noise evaporates.    Welcome silence.     Max takes
    a moment to savor it.



4   CONTINUED:                                                          4

    He starts the engine.   RAP MUSIC BLARES from the radio.      Max
    turns it off.

    He dumps a CD into the changer. MOZART SONATA fills the cab.
    From the open briefcase, Max also pulls out one last thing...

    A TATTERED POSTCARD

    which depicts the whitest sand and bluest sea you can imagine.
    A dream place. An endorphin-releasing groove. Limitless
    horizon. It's the Maldives Islands in the Indian Ocean.

    MAX

    slips the postcard under the rubber bands on the visor. He can
    see it whenever he wants to. But not now. He flips the visor
    up, puts the car in gear and pulls out.

                                              CUT TO:

5   EXT. LA DOWNTOWN - MAX'S CAB - LATE DAY                             5

    northbound on the 405 or Harbor Freeway, an on-ramp to the east         
    105. It's all magical in the light. Max's cab, rocketing along
    circulinear ramps into complexity of five traffic streams...

6   INT. CAB                                                            6

    ...harsh reality intrudes. Max is driving a YOUNG PROFESSIONAL
    COUPLE with carry-on bags, having a heated argument about...

                           MAN
                 ...it's always you. Why is everything
                 always directed at you...?

                           WOMAN
                 ...everything is not "always about
                 me." He was being sarcastic and you
                 goddamn well know it...

                           MAN
                 ...I'm sorry, I didn't hear it that
                 way...

                           WOMAN
                 ...oh, bullshit! How about the dig
                 about the makeover...?

                           MAN
                 ...what do you want me to do, punch
                 the guy out? I work with him. And
                 you're perfectly capable of taking
                 care of your own......


                                                         (CONTINUED)

                                   10/6/03 MM revs. (pink)   3.
6   CONTINUED:                                                        6

                           WOMAN
                     (interrupts)
                 ...well, last I checked, you were
                 sleeping with me, so unless you wanna
                 start fucking him, I suggest...

    Max endures it silently, invisible as furniture.     He doesn't
    exist as far as his passengers are concerned...

7   INT. CAB - LATE DAY                                               7

    ...as Max drops an elderly Asian couple in Little Saigon...           

    Up ahead, he sees a cluster of CHINESE GANGBANGERS in their
    early 20's wearing cheap suits, white shirts and no ties. Some
    guy gets pushed to the ground, punched and kicked while four or       
    five watch, amused.

    Max's first instinct...                                               

                           MAX
                 Hey, leave-up on him, man...

    One GANG MEMBER, eating take-out with chopsticks, hears, turns,
    sees Max.

                           GANG MEMBER
                 Say what? What you lookin' at, bitch?
                     (stream of hot Cantonese)

    He throws his food container. Another throws a beer bottle.
    Max hits the accelerator as the bottle bounces off the rear
    windshield...

8   EXT/INT. CAB - GAS STATION - LATE DAY                             8

    by the freeway. Mexican murals are coated with a patina of
    corrosion from the fumes. We find Max cleaning Chinese take-out
    off his cab with the water hose while the gas pump CLICKS OFF.
    The Attendant he's known for five years finishes a taco.              

                           ATTENDANT                                      
                     (in Spanish)                                         
                 How'd you get the chop suey all over                     
                 the cab?                                                 

                           MAX                                            
                     (in Spanish)                                         
                 I didn't. The cab got in a fight with                    
                 a gang of Chinese Cholos.                                

                           ATTENDANT                                      
                     (in Spanish)                                         
                 There's been sprouts by the passenger                    
                 door.                                                    

                                                         (CONTINUED)

                                10/6/03 MM revs. (pink)   3A.
8   CONTINUED:                                                   8

    Max hangs the nozzle back, gets in the car...                      

    Max slips his credit card into the briefcase. We glimpse the       
    Mercedes S500 catalogue again. And Max flips the visor down,       
    staring at the island. Soothed by the blue.

    We're seeing the most private of Max's rituals, the one he
    doesn't share with anybody.

    Now, he starts hustling for calls by posting himself in a nearby
    zone. See Max work the computer. He bids and gets a next load.     

                        DISPATCHER
                  (get language)

                                           CUT TO:                     

9   OMIT                                                         9     

                                  10/12/03 MM revs. (buff)   4.


10   OMIT                                                          10

11   INT. CAB - MAGIC HOUR - SUPERIOR COURT BUILDING - MAX         11

     presumably, has dropped a load in front. He fills out his trip
     sheet. A pedestrian businessman asks directions to LAX. Max ad
     libs, directing him to the people-mover.

     Yellow cylindrical stairs...a pretty young WOMAN descends into
     the interior lobby.

     Max finishes his notation.

     The young WOMAN detours through media and the rush-hour crowd
     while talking rapid fire into a cell phone, starts toward Max's
     cab, waving at it...

     Max doesn't see her, starts to pull away.

     She gives up, turns toward a green City Cab behind her, but it
     just picked up a load.

     Then, Max catches sight of her and stops.   Red taillights.

     She turns and starts for the cab.

     We SEE Max regard her in his rearview mirror.   He ejects a CD
     and loads a different one.

     ADDENDUM: WILD DIAL FOR ANNIE ACTION while Annie's on the cell     
     phone to UNHEARD LEGAL ASSISTANT/TRANSCRIBER...                    

                          ANNIE                                         
                I need it transcribed...                                

                          ASSISTANT'S VOICE (UNHEARD)                   
                Off of what?                                            

                          ANNIE                                         
                Off the line sheets.                                    

                          ASSISTANT'S VOICE (UNHEARD)                   
                Why?                                                    

                          ANNIE                                         
                'Cause I think it's him on there. In                    
                the gold Lexus on the cell. If it is,                   
                he's enhanceable, 'cause of priors in                   
                the late '80's...                                       

                          ASSISTANT'S VOICE (O.S.)                      
                What about tomorrow afternoon?                          

                                  10/12/03 MM revs. (buff)   4A.


11A   EXT./INT. CAB                                                11A

      The woman, ANNIE FARRELL, enters the cab. Everything about her
      says "serious professional" from her suit to her briefcase and
      purse. Still on her cell, her attention is focused on the call.

                           ANNIE
                 ...no, the transcriptions need to be                    
                 done by seven a.m.. Period. Okay?                       

                           MAX
                 How ya' doin'?   Where to?

                           ANNIE
                 Downtown. 312 North Spring Street.
                 Take Sepulveda to Slauson to La Brea.
                 La Brea north to 6th into downtown.

      Max pulls away from the curb, starts the meter and turns left.

                           ANNIE (CONT'D)
                     (into cell phone)
                 So you'll be up late. I'm pulling an                    
                 all-nighter, too. Save the tears.

      She ends the call, starts to check her voicemail on her phone.
      Max's eyes in the rearview mirror...




                                                         (CONTINUED)

                             10/11/03 MM revs. (goldenrod)      5.
11A   CONTINUED: (2)                                                 11A

                           MAX
                 I'll take 105 east and up the 110.
                 It's faster.

                           ANNIE
                     (doesn't look at him)
                 What?

                           MAX
                     (louder)
                 105 to the 110 is faster.

                           ANNIE
                 110 turns into a parking lot around
                 USC.

                           MAX
                 This late, the 110 is moving, but La                      
                 Brea north of the Santa Monica is                         
                 jammed.                                                   

                           ANNIE
                 110 north of the 10 you get people                        
                 going to Pasadena and they drive slow.                    

                           MAX
                 That's why I jump off at Grand.                           
                     (looks at her)
                 But, hey, surface streets is cool.
                 That's what you want, that's what we
                 do...                                                     

      Annie looks up for the first time.    Skeptically...

                           ANNIE
                 Are we taking bets?   What if you're
                 wrong?

                           MAX
                 Your ride is free.

                           ANNIE
                 You got yourself a deal.

12    EXT. OLYMPIC BLVD. - DUSK TO NIGHT                             12

      Max's cab maneuvers easily through light traffic past golf
      driving ranges.

13    INT. CAB - DUSK TO NIGHT                                       13

      Annie glances up from a legal brief, noticing the lack of
      traffic.


                                                             (CONTINUED)

                                10/9/03 MM revs. (yellow)   5A.


13   INT. CAB - DUSK TO NIGHT                                     13

     Annie glances up from a legal brief, noticing the lack of
     traffic.




                                                        (CONTINUED)

                                      9/1/03 MM revs. (yellow)   6.
13   CONTINUED:                                                       13

                            ANNIE
                  Go ahead, say it.    Go ahead.

                            MAX
                  ...lucky with the lights.

                            ANNIE
                  You weren't "lucky with the lights."
                  What you were was right. I was                           
                  wrong...
                      (glances at his license)
                  ...Max.

     She sets the brief aside, eyes tired anyway. She notices the
     MUSIC playing faintly up front. Bach's "Air on a G String."

                            ANNIE (CONT'D)
                  You mind turning this up?

     Max doesn't mind at all. He tweaks the volume up.       Annie leans
     her head back to listen, closes her eyes.

                            MAX
                  You like Bach?

                            ANNIE
                      (nods)
                  I used to play this piece in high
                  school.

                            MAX
                  Let me guess.    Woodwinds?

                            ANNIE
                      (smiles)
                  Viola. I never had the lungs for wind
                  instruments.

                            MAX
                  Could'a fooled me, the way you were
                  unloading into that cell phone.

                            ANNIE
                      (laughs)
                  Different instrument...
                      (beat)
                  You know, if you'd only listened to
                  me, we'd be all bogged down in traffic
                  right now, and you would have made an
                  extra five bucks.

                            MAX
                  Yeah? Keep it. Buy yourself
                  something. Go wild.

                                                            (CONTINUED)

                              10/11/03 MM revs. (goldenrod)   7.
13   CONTINUED: (2)                                                13

                          ANNIE
                    (off his silence)
                A gentleman. I thought chivalry was a
                necessary casualty of gender
                politics...

                          MAX
                Not a big thing, you know...?

                          ANNIE
                How many cabbies get you into an
                argument to save you money?

                          MAX
                There were two of us. I killed the
                other guy. I don't like
                competition...

     She's charmed by his deadpan.

                          ANNIE
                You take pride in...being the best at                   
                what you do...?

                          MAX
                This?
                    (hesitates)
                This is temporary. You know. Pays
                the bills. I fill in with this. I
                WILL be the best at what I do, but                      
                that's something else.

                          ANNIE
                What else?

                          MAX
                I'm setting up something...                             

                          ANNIE
                Like tell me...?

                          MAX
                ...limo company I'm putting together.
                Island Limousines. An island on
                wheels. So I'm part-timing until I
                get delivery, Benzes off leases, work
                up my client lists, staff up, all                       
                that...

     An uncomfortable beat.   He turns the conversation back to her:

                          MAX (CONT'D)
                You like being a lawyer?


                                                         (CONTINUED)

                            9/26/03 MM revs. (goldenrod)   7A.
13   CONTINUED: (3)                                              13

                          ANNIE
                You psychic?




                                                       (CONTINUED)

                              10/11/03 MM revs. (goldenrod)   8.
13   CONTINUED: (4)                                                13

                          MAX
                I'm starting an 800 hotline.
                    (off her look)
                Caught your phone call. And even if I
                hadn't, there's the dark pinstripe.                     
                Elegant, not too hip, which rules out                   
                advertising, plus a top drawer
                briefcase, that you live out of, purse                  
                looks like a Bodega...

                          ANNIE
                    (laughs)
                Bottega.

                          MAX
                ...Bottega. Guy gets in my cab with a
                machete? I figure he's a sushi chef.
                You? Clarence Darrow.

      Annie can't help laughing.

                          ANNIE
                Not quite. He worked defense.     I'm a
                prosecutor...

                            MAX
                Big case?

                            ANNIE
                Yeah.

14   EXT. FEDERAL BUILDING (NOT 312 SPRING STREET) - DOWNTOWN -    14
     DUSK

     Max's cab slides in to the curb. Beat. Still a lot of
     pedestrian and car traffic, people heading home for the night.

15   INT. CAB - ANNIE'S                                            15

     smile fades as she gazes up at her building, some anxiety comes
     back.

                          ANNIE
                You got us here fast...

     She digs in her purse for the fare.

                          MAX
                You never answered my question.   You
                like what you do?

                          ANNIE
                    (hedging)
                Yeah.

                                                          (CONTINUED)

                                   10/12/03 MM revs. (buff)   9.
15   CONTINUED:                                                    15

                            MAX
                  But not right now...?

                            ANNIE
                      (nods)
                  No, I do...like I can't wait. ...I                     
                  love standing up in that courtroom.                    
                      (hesitates)
                  At the same time...I always get this
                  clenched-up thing the night before the                 
                  first day...

                            MAX
                  Clenched-up how...?                                    

                            ANNIE
                      (beat)
                  I think I'm gonna lose. I think I                      
                  suck. I think my case sucks. I                         
                  haven't prepared enough. My exhibits                   
                  aren't in order. People are gonna                      
                  figure out that I don't know what I'm                  
                  doin'. And I've had this charade                       
                  going for years. I represent the                       
                  Department of Justice of the United                    
                  States government and my opening                       
                  statement is gonna fall flat at the                    
                  really important point and the jury's                  
                  gonna laugh at me.                                     
                      (beat)
                  Then I cry... I don't throw-up. A                      
                  lot of people throw-up. I have a                       
                  strong stomach.                                        
                      (beat)                                             
                  Then I get it together. And rewrite                    
                  my opening statement. Work the                         
                  exhibits. For the rest of the night.                   
                  That's my routine.
                      (looks up with a smile)
                  In the morning, it starts. I'm fine.                   

     Max is focused on her eyes.                                         

                            MAX
                  You need a vacation.                                   

                            ANNIE
                      (faint smile)
                  I just had...a vacation.   On the
                  Harbor Freeway.

     She takes money out of her purse.



                                                           (CONTINUED)

                                  10/12/03 MM revs. (buff)   9A.
15   CONTINUED: (2)                                                15

                          MAX
                No. Not in a cab. You need your head
                straight, gotta get your unified self
                up, get harmonic...you know...

                          ANNIE
                When was the last time you took a
                break?

                          MAX
                I take little ones all the time.

                          ANNIE
                How often?

                          MAX
                Dozen times a day.

     He flips the visor down, revealing the postcard of white
     beaches, clear green water. It's the first time he's shared
     this with anybody:

                          MAX (CONT'D)
                Maldives Islands. It gets heavy, I
                take five. Go there.




                                                         (CONTINUED)

                                    9/8/03 MM revs. (buff)   10.
15    CONTINUED: (2)                                                 15

      On impulse, he slips the postcard free and offers it to her.        

                           ANNIE
                 No, I couldn't take that...I couldn't.

                           MAX
                 Yes, you could. You need it more than
                 I do.
                     (off her hesitation)
                 It helps. I promise.

      She accepts the postcard, surprised and touched.    Her gaze
      lingers on his for a moment. She holds it.

                            ANNIE
                 Wow.   Thanks for everything, Max...

                           MAX
                 Sure thing.

      She gets out of the cab, starts to walk away...

      ...but turns back, ducking into the cab's window. Looking a bit
      flustered, she pulls a business card and offers it to him.

                           ANNIE
                 In case you ever...I don't
                 know...wanna start an investigation of
                 a Fortune 500 company or argue cab
                 routes or something...

      And with that, she goes towards the three assistants waiting for
      her outside the revolving door. Max is left somewhat stunned,
      holding her card. He glances down at it:

                           ANNIE FARRELL
                 ASSISTANT UNITED STATES ATTORNEY
                         CRIMINAL DIVISION
                  CENTRAL DISTRICT OF CALIFORNIA

      Meanwhile...

15A   INT. FEDERAL BUILDING, GARAGE - DOOR                         15A    

      A hand punches a sequence of numbers into a keypad. The garage
      is visible beyond. The lock unlocks. We see it is Vincent who
      walks into the steel interior staircase from the garage.

16    INT. FEDERAL BUILDING - VINCENT - DUSK                         16   

      emerges from the interior staircase into the lobby in his good      
      suit with the expensive briefcase. Casually, he glances to his      
      right. We don't know why...


                                                          (CONTINUED)

                                 9/8/03 MM revs. (buff)    10A.
16   CONTINUED:                                                   16

     OVER VINCENT

     in front of him is a guard station and a row of tumbrils that
     require an identity card to not trigger and alarm. Vincent
     produces his card, scans it across the top.                        




                                                          (CONTINUED)

                                       9/8/03 MM revs. (buff)   11.
16    CONTINUED: (2)                                                   16

      The indicator goes GREEN. Vincent slips the card into his             
      briefcase and walks through, towards the bank of elevators.           
      However, he doesn't take an elevator. He walks past them              
      towards an escalator down to the street. Why did he walk into,        
      through and out of the lobby of the building?                         

      FRONTAL CLOSE:   VINCENT

      and PAN RIGHT with him as he and we start a descent on the            
      escalator from the stone foyer to the street level.                   

      PAST VINCENT'S HEAD,                                                  

      riding the "up" escalator is Annie Farrell and the group of           
      lawyers. Vincent looks at her, appreciatively, then away.             

17    OMIT                                                             17

17A   EXT. FEDERAL BUILDING - VINCENT                                 17A

      exits, approaches us, and ARM DOWN to include the yellow top of
      Max's cab...

      Max still holds Annie's business card, marveling at it and her.
      From the FRONT...

                             VINCENT
                 Hello?

                           MAX
                     (glances back)
                 Uh, yeah...

      And Max can't hide his eyeline and interest...

                           VINCENT
                 Let's go to...
                     (Max isn't paying
                      attention)
                 You free? Or...                                            

      Vincent starts towards another cab pulling up...                      

                           MAX
                 Yeah, yeah, sorry...

      Vincent gets in.                                                      




                                                            (CONTINUED)

                                    9/30/03 MM revs. (cherry)    12.
17A   CONTINUED:                                                       17A

                               MAX (CONT'D)
                   Where to?

                             VINCENT
                   452 South Union Street.

17B   INT. CAB - MAX                                                   17B

      pulls out, starts the meter.

                             VINCENT
                       (checks his watch)
                   How long you think this'll take?

                             MAX
                   Fourteen minutes.

                               VINCENT
                   Fourteen?    Not fifteen?   Not thirteen?

                             MAX
                   Two minutes to get onto the 101.
                   Transition to the 110 to the 10 and
                   exit on Normandie is four minutes.
                   North on Normandie is five minutes.
                   Two minutes to South Union 'cause
                   there's roadwork. Thirteen plus one
                   for "shit happens."

      Vincent checks his watch.

                             VINCENT
                   Mind if I time you?
                       (Max shrugs)
                   What do I get if you're wrong?     A free
                   ride?

                             MAX
                   An apology.

      Max heads for the 100 on-ramp.

                             MAX (CONT'D)
                   ...I already offered up the free ride                     
                   today.                                                    

                               VINCENT
                   To who?                                                   

                             MAX
                   ...some girl.                                             




                                                               (CONTINUED)

                                 10/9/03 MM revs. (yellow)   12A.
17B   CONTINUED:                                                    17B

                             VINCENT
                   Did you ask her out?

      Vincent's read Max's mind. Max hadn't thought it through that
      far. Now that he does, reality sinks in. Annie's out of his
      league and he knows it.

      Gone forever, Max jams her card under the rubber bands on the
      visor.

                                                CUT TO:

18    EXT. 6TH STREET BRIDGE OVER 110 - NIGHT                       18    

      Max's cab zooms across, heading out of downtown.                    

                                10/9/03 MM revs. (yellow)   13.


19   INT. CAB - VINCENT                                           19

     Max changes the subject.                                          

                          MAX
                First time in LA?

                          VINCENT
                No. To tell the truth, whenever I'm
                here, I can't wait to leave. Too
                sprawled-out. Disconnected. You
                know...? But that's me.
                    (beat)
                You like it here?

                          MAX
                It's home.

                          VINCENT
                17 million people. This was a
                country, it would be the fifth biggest
                economy in the world. But nobody
                knows each other. Too impersonal.                      
                But that's just me...you know...                       
                    (beat)
                I read about this guy. Gets on the                     
                MTA, here, and dies. Six hours he's
                riding the subway before anybody
                notices. This corpse doing laps
                around LA, people on and off, sitting
                next to him, nobody notices.

                          MAX
                I see your point.   Yeah...

     Vincent glances around the cab.

                          VINCENT
                Cleanest cab I've ever been in.   Your
                regular ride?

                           MAX
                Yeah.   I share it with the dayshift
                guy.

                          VINCENT
                Prefer nights?

                          MAX
                People are more relaxed, you know?
                Less stress, less traffic, better
                tips.

                          VINCENT
                You get benefits?

                                                         (CONTINUED)

                                       10/4/03 MM revs. (blue)   14.
19   CONTINUED:                                                        19

                            MAX
                  Like sick leave?                                          

                            VINCENT
                  Retirement? Health and welfare?                           

                            MAX
                  It's not that kind of job.

                            VINCENT
                  Start a union.

                            MAX
                  Me, specifically?

                             VINCENT
                  Why not?

                            MAX
                  Last thing I need is a reason to keep
                  driving a cab. It's temporary. I'm
                  fillin' in, you know, while this
                  other thing I'm putting together is
                  shaping up...

                            VINCENT
                  How long you been driving?

                            MAX
                  Twelve years.

     Hardly temporary...

                            VINCENT
                  Really? What else are you putting
                  together?

     Max hesitates.   He's not as secure as he was with Annie.

                            MAX
                  I don't talk about it.     No offense,
                  but...

                            VINCENT
                      (smiles, shrugs)
                  None taken. Talkers and doers.      Like
                  you, I like doers.

20   EXT. SOUTH UNION STREET APARTMENT BUILDING - NIGHT                20

     A rundown, quasi-deserted area. Alienation in the twilight. A
     lonely tenant watches the city from an open window. Max's cab
     pulls to the curb...

                               9/24/03 MM revs. (green)    14A.


21   INT. CAB - VINCENT                                           21

     closes his briefcase, checks his watch.




                                                          (CONTINUED)

                                      10/4/03 MM revs. (blue)   15.
21   CONTINUED:                                                       21

                            VINCENT
                  Fourteen minutes.    Man, you're good...

                            MAX
                  Lucky with the lights.

                            VINCENT
                  Yeah, sure. You probably know the
                  light schedules, too.
                      (leans forward)
                  Listen...I'm in town on a real estate
                  deal. A closing. One night. I got
                  five stops to make, collect
                  signatures. See some friends. Then I
                  got a six a.m. out of LAX. Why don't
                  you hang with me for the night...?

                            MAX
                  I'm not a hire car.    It's against
                  regs...

                            VINCENT
                  Regulations? These guys don't pay you
                  sick leave.
                      (pulls his wallet)
                  How much you pull down a shift?

                            MAX
                  Two-fifty, four hundred.                                 

                            VINCENT
                  I'll make it six hundred. Plus an
                  extra hundred if you get me to LAX and
                  I don't have to run for the plane.

     Vincent draws CRISP HUNDRED-DOLLAR BILLS from his briefcase,
     fans them like a magic trick. Meanwhile, a car pulls up behind
     double-parked Max. Vincent steals a glimpse of his PC. See a
     real estate prospectus-looking display.

                            VINCENT (CONT'D)
                  ...take a chance.

                            MAX
                  Man, I don't know.

                            VINCENT
                  Yes, you do.

                            MAX
                      (succumbs)
                  Yeah. Okay.

     Vincent smiles, gives him a firm handshake.

                                                             (CONTINUED)

                             10/4/03 MM revs. (blue)    15A.
21   CONTINUED: (2)                                            21

                        VINCENT
              Cool. We got a deal. Here's three
              hundred down. What's your name?




                                                       (CONTINUED)

                                    9/2/03 MM revs. (green)   16.
21   CONTINUED: (2)                                                 21

                            MAX
                Max.

                             VINCENT
                Max?     I'm Vincent.

     Vincent gets out.    Max calls after him:

                          MAX
                I can't double park here...

                          VINCENT
                I'll meet you in the alley behind the
                building.

     Understood.   Vincent steps into the building foyer, while...

     Max puts the car in gear...

22   EXT. ALLEY - NIGHT                                             22

     ...and pulls into the alley behind the apartment building.

23   INT. CAB - MAX                                                 23

     brings the car to a stop and notices Vincent's briefcase lying
     on the back seat. A trusting soul. Max smiles.

                          MAX
                Definitely not from around here.

     He kills the engine.    Silence.

     There's a noticeable lack of city noise. DISTANT talk radio.
     Spanish gospel from a Baptist church. An occasional car passes
     the mouth of the alley.

     Max trades Mozart for Beethoven.

     Max checks his watch. Dinnertime.     He turns to his battered
     briefcase on the passenger seat.

     It's filled with carefully arranged items. NAPKINS in the
     pockets. UTENSILS in the pen holders. FOIL PACKS of mayo and
     mustard and Thousand Island Dressing. 1.5 liter PLASTIC BOTTLE
     of vitamin mineral water. The well-worn Mercedes brochure for       
     the S500. A spreadsheet, like a handwritten business plan. A        
     large submarine sandwich wrapped in two halves. Neat note pads.
     Everything's in methodical order.

                                 9/14/03 MM revs. (cherry)   17.


23A   EXT./INT. APARTMENT BUILDING - VERY CLOSE PAST VINCENT       23A

      climbing stairs with palm trees and downtown behind...

23B   INT. CAB - MAX                                               23B

      spreads Thousand Island on the sandwich. He glances up at the
      visor. He tilts it down, peering at Annie's business card,
      wondering what to do. Will he call her?

      He sits a moment, fighting a wave of sadness. Unhappy with
      himself. With his life. His place in the world.

23C   OMIT                                                         23C

23D   INT. CAB - MAX                                               23D

      raises the sandwich to take a bite...

      FROM THE FLOOR UP PAST MAX + THE STEERING WHEEL (VFX - GRN SCRN)    

      up THROUGH the windshield is the twinkle of stars in the night
      sky. Suddenly, a dark shape from above blacks out the sky. It
      descends towards us. As Max takes a bite...

      ...WHAM! SOMETHING HUGE rocks the cab on its axles! GLASS rains
      down. A HEADLIGHT EXPLODES! The windshield FRACTURES! Max
      bounces off the ceiling. His submarine deconstructs all over
      the interior. His coffee spills...

      ...and then abrupt, stunning silence.

      What hit him. An earthquake?   Max takes a dazed beat.   He peers
      at the windshield...

      THE DEAD FACE OF A FAT MAN STARES AT HIM.
      Max recoils with a yell, scrambles from the cab, heart
      pounding...

24    EXT. ALLEY - FROM ABOVE:   CAB - NIGHT                        24    

      A CORPSE is angled across part of his roof and windshield in a      
      bathrobe. There's shards of window glass from upstairs
      everywhere. It makes a halo around the cab.

      Max is stunned.




                                                         (CONTINUED)

                              10/11/03 MM revs. (goldenrod)    18.
24    CONTINUED:                                                      24

      He looks to see where the body came from.

      MAX POV:   3RD STORY (SOUTH UNION LOCATION)

      A window on the top floor is broken out.      A white curtain flaps
      in the breeze.

24A   LOW ANGLE:   CMS MAX                                           24A    

      turns.   Vincent has entered the alley and now stops.                 

      Max's first thought:    this passenger will think Max ran into        
      this guy.

                             MAX
                   He - He fell on my cab...!
                       (points)

                             VINCENT
                       (pause)
                   You always stutter?

                             MAX
                   Well, yeah. Yeah. Guy fell on my
                   motherfucking cab from up there...!

      Max looks up, points again, as if Vincent might have missed it        
      the first time. Vincent's focus hasn't left Max.                      

                             MAX (CONT'D)
                   I think he's dead.

                             VINCENT
                   ...taken two .45s and did a high dive
                   onto his head. It's a good guess.

      Max stares at Vincent. It's sinking in. Vincent, meanwhile,           
      has to make his decision. About Max. Kill him and find
      another, or...

                             MAX
                   You - you killed him?

                             VINCENT
                   No. I - I shot him.     The bullets and
                   the fall killed him.

      A frozen beat. Everything's out in the open. Max realizes he's
      in trouble. He backs away, thinking escape...

      ...and like lightning, Vincent's .45 H+K is in his hand. To Max
      the .45 caliber bore is the diameter of the Spring Street
      tunnel.


                                                             (CONTINUED)

                             10/11/03 MM revs. (goldenrod)    18A.
24A   CONTINUED:                                                     24A

                             VINCENT (CONT'D)
                   Red-light-green-light? Light's red.

      Max freezes.




                                                             (CONTINUED)

                                    9/30/03 MM revs. (cherry)   19.
24A   CONTINUED: (2)                                                  24A

                            VINCENT (CONT'D)
                  You can run, but you'll die tired.

      Max nods.   Shakily raises his hands.

                            VINCENT (CONT'D)
                  Put down your hands.
                      (beat)
                  Are you cool? Say "I am cool."                            

                            MAX
                  You are cool.

                              VINCENT
                  No.
                      (beat)
                  You say you are cool.

                            MAX
                  I am...I'm cool.

      Vincent decides.    The gun disappears back into Vincent's
      waistband.

                             VINCENT
                  Okay.   Help me out here.                                 

                            MAX
                  With what?

                            VINCENT
                  El Gordo decided to get some air and
                  not take the stairs. So we go to plan
                  B. Pop the trunk.                                         

                              MAX
                  My trunk?

                            VINCENT
                  (Isn't it self evident?) I can't                          
                  leave him here. So unless you want
                  him riding up front with you...and
                  given the hygiene...
                      (smells)
                  ...and his sphincters let go...

      Max reluctantly pops the trunk, circles to the front of the car.
      Vincent reaches over the hood, grabs the corpse by the bathrobe
      lapels, heaves the body into a sitting position.

                            VINCENT (CONT'D)
                  Gonna roll him off the hood.                              
                      (a homily for Max)                                    
                  Always lift with your legs...                             

                                                            (CONTINUED)

                                   9/30/03 MM revs. (cherry)    20.
24A   CONTINUED: (3)                                                  24A

                           MAX
                 I don't think I can do this.

                           VINCENT
                 He's only a dead guy.    On three.    Uno.                 
                 Dos. Three.

      He rolls the corpse off the hood. Grimacing, Max gets a firm
      grip under the arms. Vincent gets the legs.

                           VINCENT (CONT'D)
                 Got it?

                           MAX
                 Yeah.

      They start shuffling toward the trunk.    Suddenly, Max lets out a
      YELL, almost dropping his end.

                           VINCENT
                 What?

                           MAX
                 His hand moved!    His goddamn hand
                 twitched!

                           VINCENT
                 It's a spasm! Jesus, don't be such a
                 girl...

      ANGLE FROM INSIDE TRUNK

      as they heave the body inside, pausing to catch their breath.

                           VINCENT (CONT'D)
                     (to heavy dead person)                                 
                 Never heard of a treadmill?                                

      He slams the trunk, shutting us into DARKNESS...

25    EXT. CAB - NIGHT                                                25

      ...and we find Max frozen like a statue while Vincent is dousing
      the hood with Max's 1.5 liter bottle of drinking water.

                           VINCENT
                 Six liters of blood in the average
                 Angeleno, he's gotta dump all his...on
                 your cab.
                     (a final dousing)
                 Okay, that's good enough.

      Vincent heads for the car, notices Max's feet are frozen to the       
      concrete.                                                             

                                                              (CONTINUED)

                                  9/14/03 MM revs. (cherry)    21.
25   CONTINUED:                                                      25

                            MAX
                  Uh, look...why don't you, like, take
                  the cab...

                            VINCENT
                  "Take the cab..."

                            MAX
                  Yeah. I - I'll chill. You know.
                  And...they don't check. You know?
                  They don't. They don't know who's
                  driving these things. You, me...

                            VINCENT
                  And you promise you will never tell
                  anybody? Right? ...get in the
                  fucking car.

     Max does.    Vincent gets into the back seat...

26   INT. CAB - MAX                                                  26

     behind the wheel, turns the key.    The ENGINE GRINDS.     He tries
     again. MORE GRINDING.

                            VINCENT
                  Can we leave the scene of the crime,                      
                  now, please?

                            MAX
                  I'm trying...

     He turns the ignition again.     GRIND.   GRIND.   Vincent's getting
     steamed:

                            VINCENT
                  Max.

                            MAX
                  It's not me!

     Grind.   Grind.

                            VINCENT
                  The engine is already on. Put the
                  little pointer on the letter "D." "D"
                  stands for Drive.




                                                            (CONTINUED)

                                   9/29/03 MM revs. (salmon)   22.
26    CONTINUED:                                                      26

      Max pulls out of the alley...

27    EXT. STREET - AS MAX'S CAB                                     27

                             MAX
                   You're making me nervous.

                             VINCENT
                   I'm making you nervous?   I'm the one
                   on a schedule...

      ...accelerates away, disappearing, another CAR appears.

27A   EXT. UNION STREET                                              27A

      It cruises down the street and stops in front of the apartment
      building.

      RAY FANNING emerges from the car. Edged hair, an earring,             
      sports clothes. A salesman or a player or a dealer. Forties, a
      face with character and some miles. And something insistent
      about his intent...

      He heads towards the entry gate, rings a buzzer. Waits a
      moment. Rings again. Nothing. Plus...he looks like he could
      kick your ass if he wanted to.

      He pulls a thin plastic card from an inner pocket of his jacket,
      jimmies the door lock...

28    INT. APARTMENT BUILDING COURTYARD, THIRD FLOOR - FANNING -       28   
      NIGHT

      approaches across the balcony walkway against the junky palms
      and downtown skyscape.

      He knocks on the door...causing the door to swing in slightly.
      He glances down, sees the lock was pulled. Tensing, he fades to
      one side, his hand going to his holster at his hip.

      He draws a Beretta, reaches out and pushes the door all the way
      open...

29    INT. APARTMENT - NOTHING - NIGHT                               29

      A dark shambles. Old take-out. A TV. Fanning enters                   
      cautiously, alert for the slightest movement or sound.

                             FANNING                                        
                   Ramone?
                       (beat)
                   Estas fiestando con una chica?



                                                           (CONTINUED)

                                9/29/03 MM revs. (salmon)    22A.
29   CONTINUED:                                                     29

     Nothing. Fanning cautiously enters the bedroom, worried now.         
     Reemerges. Nothing.

30   INT. APARTMENT - FANNING                                       30    

     carefully negotiates the corners and slides along the wall to
     SEE...




                                                            (CONTINUED)

                                  9/30/03 MM revs. (cherry)   23.
30   CONTINUED:                                                     30

     THE BROKEN WINDOW

     Glass missing. He leans out. A dizzying drop. A halo of
     broken glass on the alley below...in the center of which is a
     big blank spot.

                            FANNING
                  Fuck.

     And he produces his police radio and we realize he's a cop.

31   INT. CAB, TRAVELING - MAX - NIGHT                              31

     Max winds his way through surface-street traffic, in shock,
     sneaking anxious glances at Vincent in back. Vincent's got the
     tablet PC from his briefcase, studying it. The silence is
     thick.

     Max's hand is shaking. He lifts it off the wheel, tries to
     steady his fingers. Vincent diverts some attention to Max...

                            VINCENT (O.S.)
                  Try deep breathing.

                            MAX
                  What?

                            VINCENT
                  Adrenaline's wearing off. You get
                  shaky after. Some people slip into
                  shock. It's not uncommon. Deep
                  breathing helps.

     Max starts drawing in breaths, letting them out slowly.

                            VINCENT (CONT'D)
                  Is that better?

                            MAX
                  I think so.

     They stop at a RED LIGHT. Max glances at the passenger seat.
     Dressing and stray pieces of lettuce and mortadella. He parks
     the gearshift and goes for the paper towels, cleaning up.

     Vincent over the tablet PC, taking in Max.    Softly:               




                                                          (CONTINUED)

                                       10/4/03 MM revs. (blue)   24.
31   CONTINUED:                                                        31

                            VINCENT
                  What are you doing?

                            MAX
                  It's a mess.

                             VINCENT
                  So?

     Max keeps wiping, as if getting the seats clean might put
     everything right again.

                            VINCENT (CONT'D)
                  Lady Macbeth. Leave the seats. The
                  light's green. We're sitting here.

     A CAR HORN HONKS behind Max.       The car whips around them to get
     through the intersection.

                             DRIVER
                  Asshole!

                            VINCENT
                  You no longer have the cleanest cab in
                  La-La Land. You gotta live with that.                     
                  Focus on the job. Drive.

     Right.   Max puts the car in gear and proceeds.

                            VINCENT (CONT'D)
                      (checks the PC)
                  7565 Fountain. You know it?

                            MAX
                  West Hollywood.

                            VINCENT
                      (checks his watch)
                  How long, you figure?

     Max has to force himself to concentrate:

                            MAX
                  Seventeen minutes.     Why?

     Silence from the back.    Max into the rearview, realizing:

                             MAX (CONT'D)
                  Oh.   Oh, no. You're kidding.     We...

                            VINCENT
                  I told you we had other stops to make
                  tonight.


                                                             (CONTINUED)

                                  9/30/03 MM revs. (cherry)   25.
31   CONTINUED: (2)                                                 31

                          MAX
                You said you were visiting friends!

                          VINCENT
                They're somebody's friends...
                    (changes display)                                    
                You drive a cab. I make my rounds.
                We both do our jobs, you might make it
                through the night and come out seven
                hundred bucks ahead.

                          MAX
                I...I'm not trying to piss you off,
                see? Okay? But I can't drive you
                around so you can murder people...
                Man, that's not my job...

                          VINCENT
                Tonight it is.

                          MAX
                You don't get it. I mean it.     Really.
                I'm not up for this...

     Vincent realizes Max is on the verge of panic.

                          VINCENT
                You are stressed. I understand that.                     
                Keep breathing. Stay calm.

     Max starts deep-breathing again, exhaling slowly. Vincent stows     
     the PC.                                                             

                          VINCENT (CONT'D)
                Are you breathing?

                            MAX
                Yes.

                         VINCENT
                Good. What else calms you down?
                Candy? Cigarettes? Breathe.

                            MAX
                Music.

                          VINCENT
                Play music.

     Max turns on the CD.   SOFT CLASSICAL.

                          VINCENT (CONT'D)
                Chopin prelude. Stodgy.
                    (Max nods)
                Here's the deal.
                          (MORE)

                                                           (CONTINUED)

                                   9/24/03 MM revs. (green)   26.
31   CONTINUED: (3)                                                 31

                          VINCENT (CONT'D)
                You were gonna drive me around and
                never be the wiser. But because of El
                Gordo's high dive, we're into Plan B.
                Still breathing?
                    (beat)
                Now. We have to make the best of it.
                Improvise. Adapt to the environment.
                Darwin. "Shit happens." The I                            
                Ching...whatever. Roll with it...

                           MAX
                I Ching?   You threw a man out a
                window!

                          VINCENT
                I didn't throw him, he fell.

                          MAX
                What'd he do to you?

                           VINCENT
                Nothing.   I only met him one time.

                          MAX
                Then how can you kill him like that?

                          VINCENT
                I should only kill people after I get
                to know 'em?
                    (off Max's look)
                Six billion people on the planet and
                you get bent out of shape 'cause of
                one fat guy?

                          MAX
                Who, who was he?

                          VINCENT
                What do you care?    Ever hear of
                Rwanda?

                            MAX
                Rwanda.    Yeah.                                         

                          VINCENT
                Tens of thousands killed before
                sundown. Nobody's killed people that
                fast since Hiroshima and Nagasaki.
                Did you bat an eye, Max? Did you join
                Amnesty International, Oxfam or
                something? No.
                    (off Max's silence)
                          (MORE)

                                                          (CONTINUED)

                                9/14/03 MM revs. (cherry)   27.
31   CONTINUED: (4)                                               31

                          VINCENT (CONT'D)
                I off one Angeleno, you throw a hissy
                fit...

      Max stops at another RED LIGHT.

                          MAX
                I don't know Rwandans.

                          VINCENT
                You don't know the guy in the trunk,
                either.
                    (beat)
                If it makes you feel any better, he
                was a criminal involved in a
                Continuing Criminal Enterprise.

                          MAX
                Oh, that makes it okay, then. 'Cause                     
                all you're doing is taking out the                       
                garbage...

                          VINCENT
                Something like that...
                    (distracted)
                What you need to remember is that
                nobody gets out of this alive. Even
                if we quit smoking. Cut out red meat.
                Everybody dies...

     Suddenly -- A BRILLIANT GLARE OF FLASHING LIGHTS stabs at the
     cab. Max sees --

     -- an LAPD CRUISER behind the cab.   The ROOFTOP LIGHTS
     FLASHING...

                          COP #1 (P.A.)
                Please pull the vehicle over to the
                curb.

     Max complies. A second bright beam lights up the interior.    TWO
     UNIFORMED COPS emerge from the patrol car. Faceless
     silhouettes, approaching cautiously.

                          VINCENT
                    (low)
                Get rid of 'em.

                          MAX
                How?

                          VINCENT
                You're a cabby. Talk yourself out of
                a ticket.

     The cops are now circling to either side of the cab, using
     Maglite FLASHLIGHTS.

                                                        (CONTINUED)

                            10/11/03 MM revs. (goldenrod)   28.
31   CONTINUED: (5)                                                31

     Vincent eases the briefcase off his lap, his hands clear his
     field of movement, spread open his jacket to better reach his
     waistband and his H+K.

                           MAX
                Please.   Don't do anything.

                          VINCENT
                Then don't let me get cornered.     You
                don't have the trunk space.

                          MAX
                I can't believe this...

     Vincent's hand reaches...

                          VINCENT
                Believe it.

                          MAX
                Don't. I'll talk to them, I'll talk
                to them...!

                          VINCENT
                    (re: cops)
                Probably married.

     A COP'S HAND descends to the driver's window, raps loudly, GOLD
     WEDDING BAND catching the light as it taps on the glass.

                          VINCENT (CONT'D)
                Maybe that one's got kids.     Probably                 
                his wife's pregnant...

                          MAX
                I'll deal with it!

     A FLASHLIGHT BEAM pops on at the driver's window.    Cop #1
     glaring light into Max's eyes.

     A SECOND FLASHLIGHT BEAM pops on, this from Cop #2 on the
     passenger side. Checking out Vincent in the back. Vincent
     smiles good-naturedly.

     Max rolls his window down. Cop #1 leans down, and we see his
     face for the first time. A clean-cut blonde guy.




                                                          (CONTINUED)

                             10/11/03 MM revs. (goldenrod)   29.
31   CONTINUED: (6)                                                31

                          COP #1
                License and registration.

     Max pulls them off the visor, hands them over.   The cop examines
     them by flashlight.

                          COP #1 (CONT'D)
                Pulled you over 'cause your                              
                windshield's smashed.                                    
                    (beat)                                               
                All of this current?                                     

                          MAX
                Yes, officer.

     From the other side of the cab, COP #2 lets out a laugh. He's
     playing his flashlight beam across the seats. Mustard and mayo
     everywhere.

                          COP #2
                Wha'd you, have a food fight in here?

     Max gives Vincent an "I told you so" look in the rearview
     mirror. Meanwhile, we HEAR dimly on the POLICE RADIO about a
     domestic disturbance on 83rd and Hoover and some officers
     responding.

     Cop #2 plays his beam across the cracked windshield and damaged
     hood. Faint reddish traces in the paint. His smiles fades.

                          COP #2 (CONT'D)
                Is that blood?                                           

                          MAX
                Yeah. See...
                    (thinks fast)
                I hit a deer.

                            COP #1
                A deer...

                          MAX
                Over by Slauson.

                          COP #1
                A "South Central" deer?

                          MAX
                Goddamn deer jumped out in front of
                me. You believe that?

                          COP #1
                    (indicates Vincent)
                Why you still carrying a passenger?

                                                         (CONTINUED)

                          10/11/03 MM revs. (goldenrod)    29A.
31   CONTINUED: (7)                                               31

                          MAX
                I was headed back to my depot, see,
                you know? And his drop's on the way.

                          COP #1
                Yeah, but your cab's not safe to
                drive. And we're going to impound it.
                We need to do a vehicle inventory
                while we wait for the tow truck. Pop
                the trunk and step out of the vehicle.
                    (swings flashlight beam to
                     Vincent)
                          (MORE)




                                                          (CONTINUED)

                               9/30/03 MM revs. (cherry)    30.
31   CONTINUED: (8)                                               31

                          COP #1 (CONT'D)
                I'm sorry, sir, you'll have to phone
                for another cab.

                          VINCENT
                Is that necessary, Officer?   I'm just
                a half mile from here.

                          COP #1
                I'm afraid it is.   Please exit the
                vehicle.
                    (to Max)
                You, too.

     Max hears a SOFT CLICK behind him. The unmistakable sound of a
     safety CLICKED OFF. He meets Vincent's gaze in the rearview          
     mirror. A whisper:

                          VINCENT
                You open that trunk, they go inside.

     Behind Vincent, through the rear windshield, Max sees Cop #2
     moving to the trunk, playing his flashlight across it...

     Max, mouth dry...

                          MAX
                Hey, man, it's been a long day. You
                know? It's so slow, I pay this guy to
                ride so I don't get lonely...
                    (re: Vincent)
                My first fare. How about a break?
                I'm heading to the barn, anyway...

                          COP #1
                Get out of the car.   And open the
                trunk...

     Max tosses a hopeless look into the rearview.    Vincent's staring
     at him. No mercy there.

     Max steps from the car. The cop escorts Max toward the rear,
     Vincent smoothly pulls his H+K from his waistband and emerges on
     the passenger side, gun held out of sight and a heartbeat away
     from opening fire...

     ...a CRACKLE OF STATIC, a PANICKY VOICE COMES OVER THE POLICE
     BAND:

                          POLICE RADIO
                Officer needs help. We got a man with
                a gun. Shots fired at 83rd and
                Hoover...

     Cop #2 to his partner.

                                                         (CONTINUED)

                                9/14/03 MM revs. (cherry)    30A.
31   CONTINUED: (9)                                                 31

                            COP #2
                Let's go.

     Off-screen radio talk from many responding units...




                                                            (CONTINUED)

                                     10/2/03 MM revs. (tan)   31.
31   CONTINUED: (10)                                                31

                          COP #1
                    (to Max; leaving)
                Get that cab back to your garage...

     The cops pile into their black-and-white and ROAR off into the
     night.

     Max and Vincent are left standing, gazing across the cab at each
     other.

                           VINCENT
                Breathe.

     Max starts deep-breathing as they get back in the cab...

                                               CUT TO:

32   EXT. HOTEL + PENTHOUSE - CORPULENT MAN - NIGHT                 32   

     in an attorneys suit with rapper clients.

                          VINCENT
                    (to himself)
                I thought Californians exercised...?

     REVEAL Vincent looking at his PC. Vincent pulls from his
     briefcase an identity card for a Notary Public and a second gun,
     a .45 Cal Para-Ordnance back up. He moves the slide, checking
     there's a round in the chamber. Max hears metal on metal, looks
     up. As Vincent holsters it in the small of his back...

                          VINCENT (CONT'D)
                    (abrupt tone)
                What are you lookin' at?

     He gets out and enters the passenger seat next to Max in the
     front.

                          VINCENT (CONT'D)
                Hands on the wheel. Ten and two.
                Like they taught you in driver's ed.

                           MAX
                Why?




                                                          (CONTINUED)

                                   9/30/03 MM revs. (cherry)   32.
32   CONTINUED:                                                      32

                            VINCENT
                  Because I say so.                                       

     Max grips the steering wheel. Vincent has plastic ties and
     proceeds quickly and efficiently to bind Max's hands to the
     steering wheel.

                            VINCENT (CONT'D)
                  Cab's a disgrace. No wonder the cops                    
                  pulled you over.

     On the way out of the car...

                           DISPATCH RADIO (O.S.)
                  Max? Max? You out there, you son of
                  a bitch?

     Vincent looks to Max...

                            VINCENT
                  Who...is that?

                            MAX
                  Lenny, my dispatcher.

                            LENNY (O.S.)
                  I know you're out there!    Answer the
                  goddamn call!

                            VINCENT
                  What happens if you don't?

                            MAX
                  He'll keep calling.

                             LENNY (O.S.)
                  Max?   Answer!
     Vincent reaches across Max, pulls the mike off the dash, holds
     it up to Max's mouth.

                            VINCENT
                  Don't blow it.

     Max nods.    Vincent thumbs the toggle.

                              MAX
                  Uh, yeah?    Lenny?   It's me.

                            LENNY (O.S.)
                  I got off the phone with the cops.   A
                  desk sergeant called to check you
                  brought the cab in...


                                                           (CONTINUED)

                                  9/14/03 MM revs. (cherry)   33.
32   CONTINUED: (2)                                                 32

     Silence as Lenny waits for a reaction. Max and Vincent trade a
     look. Vincent shrugs, thumbs the toggle. Say something.

                           MAX
                Yeah?   So?

                          LENNY (O.S.)
                So? So, aside from I hate talking to
                cops, they tell me you crashed the
                goddamn cab?

                          MAX
                It got crashed!    I didn't...

                          LENNY (O.S.)
                Do I care what, where or why?    You're                  
                payin'!

                          VINCENT
                It was an accident. You're not
                liable. (Tell him.)                                      

                          MAX
                It was an accident.    I'm not liable.

                          LENNY (O.S.)
                Bullshit! I'm making you liable!                         
                It's comin' outta your goddamn
                pocket...

     Vincent stares at Max, expecting him to respond.

                          VINCENT
                Tell him to stick the cab up his fat
                ass.

                          MAX
                I can't do that.     He's the Man.

                           VINCENT
                So what?

                          MAX
                I need the job.

                          VINCENT
                No you don't.

                          LENNY (O.S.)
                You still there? I'm talking to you!
                Max? Max?

     Vincent abruptly puts the mike to his mouth, thumbs the toggle.


                                                          (CONTINUED)

                              9/14/03 MM revs. (cherry)    33A.
32   CONTINUED: (3)                                               32

                          VINCENT
                He's not paying you a damn thing!                       




                                                          (CONTINUED)

                                9/30/03 MM revs. (cherry)     34.
32   CONTINUED: (4)                                                 32

                          LENNY (O.S.)
                Who the hell are you?

     Vincent glances up, tilts the visor down to see Annie's business
     card.

                          VINCENT
                Richard Riccardo, Assistant U.S.                         
                Attorney. A passenger in this
                taxicab, and I'm reporting you to the
                DMV...

                          LENNY (O.S.)
                    (beat)
                Let's not get excited.

                          VINCENT
                Not excited? How am I supposed to not
                get excited, listening to you try to
                extort a working man? You know                           
                goddamn well your collision policy and                   
                general liability umbrella would cover
                the damages. What are you trying to
                pull, you sarcastic prick?

                          LENNY (O.S.)
                I'm just tryin' to...to...

                          VINCENT
                Tell it to him.
                    (shifts the mike)
                Tell him he's an asshole.

                          MAX
                    (hesitates)
                You're an asshole.

                          VINCENT
                Tell him next time he pulls any shit,
                you're gonna stick this yellow cab up
                his fat ass.

                          MAX
                Next time you pull any shit, I'm gonna
                stick this yellow cab up your fat ass.

     Vincent clicks off, hangs up the mike.   Looks at Max.

     Beat.   Max, taped to the steering wheel, nods.

                          VINCENT
                    (smiles)
                Don't wait up, hon.   I gotta work
                late.

                                                         (CONTINUED)

                               9/24/03 MM revs. (green)    34A.
32   CONTINUED: (5)                                                32

     He grabs the ignition keys, shuts Max's door, strolls away.




                                                          (CONTINUED)

                                       10/2/03 MM revs. (tan)    35.
32     CONTINUED: (6)                                                    32

       Max watches in the sideview mirror as Vincent vanishes into the
       building.

       Max is left alone, trapped in his own cab in the alley.

       Max jerks and strains against the duct tape, trying to free his
       hands. He gives up, breathing hard.

32A    OMIT                                                             32A

32B    INT. HOTEL, PENTHOUSE - NIGHT                                    32B   

       The overweight LAWYER, SYLVESTER CLARKE, who we saw on Vincent's
       P.C., separates from two girls and a second man, all watching
       TV, to answer a phone...

                            SYLVESTER CLARKE                                  
                  He identify himself?                                        
                      (beat)                                                  
                  Sure. Let him up.                                           

32C    INT. LOBBY - VINCENT                                             32C   

       in shades leaves the Hotel Security and enters the elevator.           
       Meanwhile...                                                           

A32D   INT. HOTEL, PENTHOUSE - SYLVESTER CLARKE                        A32D   

       crosses towards the front door.                                        

32D    EXT. HOTEL - ALLEY - MOVING IN ON MAX                           32D    

       He glances in the sideview, wondering where Vincent is,
       straining for a glimpse.

       Nothing.   Just darkness back there...   Mind racing...

                             MAX
                  HEY!   HEY! OVER HERE!    I'M IN THE
                  CAB!   HEY! HELP!

       The street traffic's distant; nobody's around.

                           MAX (CONT'D)
                  HELP! GODDAMN IT! THERE'S A MAN WITH
                  A GUN! HE'S GONNA KILL PEOPLE!

       Max thrashes wildly against the duct tape, screaming with
       frustration. He starts head-butting the car horn...

       BEEEEEP!   BEEP-BEEEEEEEEP!   BEEEEEP!   BEEP-BEEP-BEEEEEEEEEP!

       He raises his head, checking the street traffic a quarter block
       away. No one on the sidewalk takes notice of Max's cab.

                                                            (CONTINUED)

                                     10/2/03 MM revs. (tan)    35A.
32D   CONTINUED:                                                      32D

                             MAX (CONT'D)
                   Oh, fuck me.

      He shifts low on the seat, getting his knee under the dashboard.
      He slams his knee up, hitting the RED EMERGENCY LIGHT BUTTON
      concealed there. EMERGENCY STROBES START FLASHING at the front
      and rear of the car...

      ...and still nobody notices.

                             MAX (CONT'D)
                   GODDAMN IT, I'M FLASHING LIKE A
                   CHRISTMAS TREE OVER HERE.

      He throws a look to the sideview mirror, sweaty and tense,
      knowing he's out of time.




                                                              (CONTINUED)

                            10/11/03 MM revs. (goldenrod)      36.
32D   CONTINUED: (2)                                                 32D

      THE SIDEVIEW MIRROR

      IN WHICH WE SEE Max's reflected eyes.   Seconds ticking
      breathlessly away as he struggles...

      He head butts the horn again.   BEEP-BEEP.   BEEEEP.    Flashers and
      horn!

      MEANWHILE the ANGLE SHIFTS in the mirror, leaving Max's eyes and
      bringing into view the building and the penthouse at the top and
      we SEE...

      ...TWO SILENT MUZZLE FLASHES light up the windows like
      flashbulbs going off. Another death. Then A THIRD FLASH...then
      nothing. Lights out. Meanwhile...

                           MAX (CONT'D)                                      
                 Oh shit, oh shit, oh shit.                                  

      He is head-butting the horn. BEEEEP. BEEP-BEEP.        And he checks   
      the mirror. This time when he looks, he sees...

      YOUNG WHITE GUYS. 20-25. They were on the sidewalk. Now they
      detour into the alley and approach the distressed cab from the
      back, shielding their eyes from Max's flashing lights.

                           MAX (CONT'D)
                 Oh. Oh, thank God! Hey, hey, man,
                 help me out here!

                           WHITE GUY #1
                 Yo, whassup?

                           MAX
                     (fast, stumbling)
                 I got my, my hands taped to the
                 steering wheel, here, by this guy,
                 who's taped me in the car, 'cause he's
                 up in the building somewhere...

      CLOSER, now, the four are in baggies, hoodies and tattooed with
      lightning bolts on their necks, swastikas on chests, one has
      "5150" tattooed on his shaven eyebrow (police code for
      emotionally disturbed)...

                           WHITE GUY #2
                 You all trapped in there and shit?

                           MAX
                 ...yeah, he's coming back. Hurry.
                 Get me loose so I can call the cops...

      WHITE GUY #1 nods...and pulls a chromed .380 and points it at
      Max.

                                                             (CONTINUED)

                               9/22/03 MM revs. (yellow)    36A.
32D   CONTINUED: (3)                                               32D

                           WHITE GUY #1                                  
                 Fuck that, man, gimme your wallet.




                                                           (CONTINUED)

                                9/22/03 MM revs. (yellow)   37.
32D   CONTINUED: (4)                                              32D

      The others have walked off down the alley, laughing. One tosses    
      a beer bottle that smashes. Utter disbelief from Max...

                           MAX
                 Are you kidding me?

                           WHITE GUY #1
                 I will fuck you up! Hand it over.

                           MAX
                     (beat)
                 My hands are taped to the damn
                 steering wheel!

      It takes a moment for WHITE GUY #1 to process this. He steps to
      the window, presses the .380 against Max's cheek. It's utterly
      terrifying, everything happening fast:

                           MAX (CONT'D)
                 ...don't shoot me, don't shoot me...

                           WHITE GUY #1
                 Then get your ass up, up...

      Max pulls himself up by the steering wheel, trying to get his
      butt off the seat to give the Young Man access. The White Guy
      #1 gropes for Max's back pocket, trying to get the wallet,
      pressing the gun to his face, the other guys down the alley,
      turn the corner.

      White Guy #1 pulls Max's wallet, pockets it...

      ...and pauses, seeing Vincent's briefcase on the back seat.

      He yanks open the back door, grabs Vincent's briefcase, too, and
      walks off after his friends. White Guys #3 and #4 turned the
      corner. White Guy #2 lingers.

      Max, still taped, is shaken. He can't believe what happened.
      He looks through the windshield at...

      WHITE GUY #1

      ...walking off, cocky as hell, about to vanish into the night...

      BACK OF WHITE GUY #1

                           VINCENT (O.S.)
                 Yo' homie...

      White Guy #1 turns, to see the silhouette of Vincent. He raises
      his .380 side-handed, like he sees gangsters do on MTV. White
      Guy #2 joins him.


                                                        (CONTINUED)

                                     10/4/03 MM revs. (blue)    38.
32D   CONTINUED: (5)                                                  32D

                           VINCENT (CONT'D)
                     (even)
                 That my briefcase...?

      White Guy #1 approaches Vincent from the front...#2 from
      Vincent's left.

                            WHITE GUY #2
                 May-be.   And what the fuck else you
                 got?

      He closes on Vincent with the .380, held high and on the side.
      Vincent's left slams aside #1's .380. Draws and FIRES from the
      hip, putting TWO ROUNDS into #1. HAMMERS-ON TWO ROUNDS to the
      sternum, pivots. ONE to the head of #2. All in 1.6 seconds.

      White Guy #2, falling backwards, is dead before he hits the
      ground. #1 never saw it coming. Vincent picks up his case,
      retrieves something from #1's pocket, puts one more into the            
      head of #1 on the way back to the cab...

      ...where Max saw it all.   Frozen in horror.   Astonished.

      The rear door opens. Vincent hefts his briefcase into the back
      seat. He gets into the front.

      Vincent sits for a moment, staring off, not looking at Max.
      Maybe ready to kill him.

      Vincent raises something into view.    Max's wallet.     He tosses it
      in Max's lap.

      Vincent flicks his hand. CLICK-CLACK, a Reeves folding hunter
      in dull metal, razor sharp...

                           VINCENT
                     (quietly)
                 Where's the button?    Under the dash?

                           MAX
                     (dry whisper)
                 Yeah.

      Vincent leans over and slices the plastic tie, freeing Max's
      hands. Beat.

                           VINCENT
                 You mind turning it off?

      Max doesn't move for a moment, then reaches under the dash and
      turns off the strobes.

                               10/11/03 MM revs. (goldenrod)   39.


33    INT. CAB - MAX + VINCENT (TRAVELING) - NIGHT                   33

      Vincent in the back seat. (Juxtapose to a different continuity.      
      Through the side window, we see Crenshaw Boulevard barbershops,      
      music shops. We're stopped for a light.) Max is shell-shocked.

                            VINCENT
                  Another collateral.

                            MAX
                  What's that?

                            VINCENT
                  Collateral damage. People in the
                  wrong place at the wrong time.
                      (meets Max's gaze)
                  And you? You attract attention? You
                  are gonna get people killed who didn't
                  need to be. Understand?

                            MAX
                  I'm low on gas...

                            VINCENT
                  Pull in there.

33A   EXT. GAS STATION, IN STREET - TAXI - NIGHT                     33A

      pulls by.

      TIME-LAPSE - MACRO-CU:    NUMBERS

      race by. WIDEN. SEE Max filling up the taxi. Vincent is
      positioned off the right rear corner from where he is line-of-
      sight to everything. His affect is flat, distant. Max has
      witnessed violent death and the full, lethal capabilities of
      Vincent. Neither say a word...until softly...

                              MAX
                  Vincent?

                              VINCENT
                  Yes, Max?

                            MAX
                  Am I collateral?

      Pause.   A long one.

                            VINCENT
                  I haven't decided.

      Max is silent. Absorbing this. Vincent checks his watch.
      Unexpectedly, his mood changes up.

                                                           (CONTINUED)

                               10/11/03 MM revs. (goldenrod)    39A.
33A   CONTINUED:                                                       33A

                               VINCENT (CONT'D)
                   But, hey!    New news. We are ahead of
                   schedule.

                               MAX
                   Huh...?                                                   




                                                               (CONTINUED)

                            10/11/03 MM revs. (goldenrod)     40.
33A   CONTINUED: (2)                                                33A

                           VINCENT
                 We got time to kill.
                     (fast change-down)
                 You like jazz?

                           MAX
                 I'm...what? Sorry?

                           VINCENT
                 Jazz.

                           MAX
                 Not that much.

                           VINCENT
                 Guy told me about a place off
                 Crenshaw. Leimert Park. All the West
                 Coast greats played there. Dexter
                 Gordon, Thelonious Monk, Chet Baker.
                 Like that...
                     (off Max's look)
                 Buy you a drink. Expand your                             
                 horizons...

      Max doesn't get Vincent's mood up-change.

                                                  CUT TO:

34    EXT. SOUTH UNION APARTMENT BUILDING, ALLEY - CRIME SCENE -    34
      NIGHT

      COPS and FORENSIC TECHNICIANS.   In the midst of it all is:

      Ray Fanning. He wears his badge, visibly, now. We find him
      turning as his superior, RICHARD WEIDNER, 50-ish, is entering
      the crime scene.

                           WEIDNER
                 ...this informant of yours, what's his
                 name, Ramone?

                           FANNING
                 Ramone Gallardo. Supposed to take him
                 for a drink. I come here, find this.

                           WEIDNER
                 You been working him?                                    

                           FANNING
                 Four months...a low-level player, he's                   
                 been feeding me stuff on Felix.




                                                            (CONTINUED)

                                  10/4/03 MM revs. (blue)    40A.
34   CONTINUED:                                                     34

                            WEIDNER                                       
                  Reyes-Torrena? Forget Felix. Feds                       
                  are all over that. They don't want us
                  anywhere near it.




                                                            (CONTINUED)

                           10/11/03 MM revs. (goldenrod)   41.
34   CONTINUED: (2)                                              34

                          FANNING
                Since when is the LAPD working for the                  
                Feeb?                                                   
                    (points up)
                Besides, Ramone flew out a window. My                   
                C.I. flew out a window, he's got
                Felix's handprints on his ass. Yes?
                That makes it ours.

                          WEIDNER
                    (as if to a child)
                Where's the homicide, Ray? Where's a                    
                body? All we got is glass...

     He spreads his hands at the alley floor in a gesture that says
     "show me something besides glass."

                          FEMALE CRIMINALIST (O.S.)
                And blood...                                            

                          WEIDNER                                       
                Huh?                                                    

                          FEMALE CRIMINALIST                            
                    (off looks)
                ...blood...down here...in the
                glass...here's some more...

     A FEMALE CRIMINALIST (SID) examines the alley floor with Luminol   
     and a handheld BLACKLIGHT WAND, picking out dark patterns.         

                          FEMALE CRIMINALIST (CONT'D)
                ...small splatter patterns here...all                   
                over there...                                           

     SHINING FLASHLIGHTS pick out blood on the alley wall. Fanning
     steps to where the cab was parked, stands in the middle of the
     blank spot surrounded by the glass, points down:

                          FANNING
                Ramone flew out the window. Went                        
                splat. Here's the glass.                                
                    (beat)
                Then some tires rolled over it.                         

                          WEIDNER
                How's that spell homicide?   Maybe he
                jumped.

                          FANNING
                Sure. He's depressed. So he jumps
                four stories out a window onto his
                head.
                    (mimics)
                          (MORE)

                                                         (CONTINUED)

                          10/11/03 MM revs. (goldenrod)    41A.
34   CONTINUED: (3)                                               34

                          FANNING (CONT'D)
                "Wow, that feels better!" Picks
                himself up. "Now, I think I'll go on
                with the rest of my day..."

                          PLAINCLOTHES COP (O.S.)
                    (from above)
                Ray! Catch!

     Two uniformed cops have approached.                                




                                                          (CONTINUED)

                           10/11/03 MM revs. (goldenrod)   42.
34   CONTINUED: (4)                                                34

     Weidner and Fanning glance up. A PLAINCLOTHES COP is leaning       
     out of Ramone's broken window, dangling a clear plastic baggy.
     He drops it. It comes sailing down...                              

     ...right into Fanning's grasp.   He glances down at it, shows it
     to Weidner...

     TIGHT ON WEIDNER

     ...revealing two spent .45 cal. shell casings in the bag.

                          WEIDNER
                    (switches)                                          
                So, who's got what? Any witnesses?
                We been knocking on doors?

                          COP #1
                Old guy across the street, lives above
                the deli? Says he saw a cab parked
                here earlier tonight. There were two
                guys working under the hood.

                          WEIDNER
                Description. What did he see?

                          COP #1
                "Kinda" saw...guy's got glasses like
                coke bottles.

                          FANNING
                Did he "see" it or did his seeing eye
                dog see it?

                          COP #1
                Late-model four-door Ford.   Yellow or                  
                orange.                                                 
                    (off Fanning's look)
                Maybe it was a taxi cab.

                          WEIDNER
                Four thousand taxis in LA County.
                    (beat)
                What else...?

     That's it. Uniforms go back to work.    Photographer shows.   He
     doesn't know what to shoot.




                                                         (CONTINUED)

                           10/11/03 MM revs. (goldenrod)   43.
34   CONTINUED: (5)                                               34

     Meanwhile, Fanning, lost in thought...

                          FANNING
                Remember fall, 2001? That Bay Area                     
                deal? Oakland. Cabbie drove around                     
                all night. Killed three people...

                          WEIDNER
                Then he flipped out, put the gun to
                his head. So what?                                     

                          FANNING
                So the Oakland PD detective,                           
                whatshisname, never bought it.

                          WEIDNER
                Why?

                          FANNING
                The Cabbie had no criminal record. No
                history of mental illness. Pops three
                people, then himself? And the victims
                weren't random. Two were involved in
                some pharmaceuticals scam...
                    (off Weidner's look)
                Anyway, the detective always thought
                there was somebody else in that cab.

35   INT. "DANIEL'S" JAZZ CLUB - NIGHT                            35

     Dark and elegant - in an early '60's modern jazz kind of way
     with a low ceiling, small tables, leatherette booths, history
     soaked into the walls. A BLACK MAN in his late 50's, DANIEL, is
     playing a muted trumpet on stage with a QUARTET.

     CUSTOMERS are few, clustered at small tables or at a few curved
     leather booths. The walls are lined with great FRAMED PHOTOS of
     jazz icons.

     At one table, we find Vincent and Max.   Vincent about the
     music...




                                                        (CONTINUED)

                                    10/4/03 MM revs. (blue)   44.
35   CONTINUED:                                                     35

                            VINCENT
                  ...a little '60's, early Miles thing                   
                  happening...                                           

                            MAX                                          
                  I never learned to listen to jazz.

                            VINCENT
                  You don't learn to listen...anymore                    
                  than you learn to breathe. Open your                   
                  ears.                                                  

     Vincent's attention's focused on the music.                         

                            MAX                                          
                  I get a beat.   I don't really hear a                  
                  melody...                                              

                            VINCENT
                  ...he's off the melody, behind the                     
                  notes. Outside what's expected.                        
                  Improvising off impulse. Kind of like                  
                  tonight.                                               

                            MAX                                          
                  Like tonight?                                          

                            VINCENT                                      
                  Sure.                                                  
                      (beat)                                             
                  This is nothing, if not "What's next?                  
                  Right now. In the moment."                             
                      (beat)                                             
                  There's people...ten years from now?                   
                  Same job, same place, same shit.                       
                  Everything the same; keepin' it safe.                  
                  Over and over and over and over...                     
                      (beat)                                             
                  "Ten years from now?" Man, you don't                   
                  know where you'll be...ten minutes                     
                  from now...tonight.                                    
                      (beat; re: saxophonist)                            
                  That's what he's saying. Open your                     
                  ears. You'll hear it...in his                          
                  "dialoguing" with the trumpet...                       

     The WAITRESS arrives, an Asian woman with a tray of drinks:

                            WAITRESS
                  'Nother Vodka tonic, hon?




                                                          (CONTINUED)

                                    10/4/03 MM revs. (blue)   45.
35   CONTINUED: (2)                                                 35

                         VINCENT
               And one for my friend.
                   (indicates stage)
               Who's on the tenor sax?                                    

                         WAITRESS
               That's Daniel, baby, he's the owner.

                         VINCENT
               He is terrific. Would you be so kind                       
               as to invite him over after his set?                       
               I gotta buy him a drink.                                   

                         WAITRESS
               Sure thing, darlin'...

     Vincent gives her a radiant smile and tucks a twenty dollar bill
     into her apron as she leaves...

                                                 TIMECUT:

     ...and we find Daniel sharing more than a few drinks with
     Vincent and Max, the place almost closed. Just the three of
     them.

                         DANIEL
               ...I was a young cat back then, about
               nineteen, bussin' tables. Right here.
               Didn't pay but shit, but that wasn't
               the point. Being around the music,
               that was the thing. And I was. Take
               this one night...July 22, 1964...who
               walks in. Mr. Louis Armstrong.

                         VINCENT
               You're kidding me.

                         DANIEL
               Right through those doors.     The man
               himself.

                          VINCENT
               Jesus...

                         DANIEL
               He was in town playing two gigs a
               night at the Coconut Grove in the
               Ambassador Hotel... After his last
               set, he decides to come on down to
               South Central to hang with his people.
               That's how he was, you see. Never
               forgot who we was. Money and fame an'
               all that? Meant nothin', long as he
               could blow that horn.
                         (MORE)

                                                            (CONTINUED)

                                     10/4/03 MM revs. (blue)   46.
35   CONTINUED: (3)                                                  35

                          DANIEL (CONT'D)
                So before you know it, he's up on that
                stage, doin' his thing.

                          VINCENT
                Was it great? Better than great, it
                had to be...

                          DANIEL
                Like Winton Marsalis says, it was
                pure, spiritual essence. Louis was
                playing. God was smiling.

                          VINCENT
                You heard Armstrong play live. I've
                never been this jealous. You get to
                talk to him?

                          DANIEL
                Did better'n that.

     Vincent gives him a questioning look.     Daniel smiles, raises his
     hands, mimes blowing a trumpet.

                           VINCENT
                No.

                          DANIEL
                Oh, my, yes.

                           VINCENT
                C'mon...

                          DANIEL
                Fella owned this place back then, cat                      
                named Dix Dwyer, he let slip to Louis                      
                that I played. So Pops, he just waves
                me right up. My heart about stopped.
                But I got up there all the same, and
                we played for nearly twenty minutes.

                          VINCENT
                Unbelievable...
                    (to Max)
                ...you hearing this?

     Max is drawn into the story in spite of himself:

                         MAX
                How'd you do?

                         DANIEL
                How do you think? You ain't shit when
                you playing next to Louis Armstrong.
                But, Dippermouth, he was kind. He
                could see me trying. He carried my ass
                as best he could.

                                                           (CONTINUED)

                                    10/4/03 MM revs. (blue)   47.
35   CONTINUED: (4)                                                  35

                          VINCENT
                Remember what you played?

                          DANIEL
                Most vividly.
                    (ticking them off)
                "Potato Head Blues," "Sleepy Time Down
                South..."
                    (laughs)
                ...then Pops laid some "Cornet Chop
                Suey" on me, and left me in the dust
                like a whipped dog.

                          VINCENT                                         
                Whipped dog?                                              

                          DANIEL                                          
                Whipped dog on a wet night.                               

                          VINCENT                                         
                Crowd dig it?                                             

                          DANIEL
                    (smiles, nods)
                The crowd was most kind.
                    (beat)
                I was born in 1945, but that was the
                moment of my conception. Right here
                in the used-to-be crowded room.                           

     Daniel picks up the bottle to freshen up their drinks...

                          VINCENT
                Crowds not here now?

                          DANIEL
                Oh, jazz ain't the draw it used to be.

                          VINCENT
                But the place looks great.

                          DANIEL
                Only 'cause I got the wherewithal to                      
                finance keepin' it up on my own.                          

                          VINCENT
                What a great story. I'll tell the                         
                folks in Culiacan and Bogota that
                story.

     ...and Daniel's hand freezes just as he's about to pour.       He
     glances up at Vincent.



                                                          (CONTINUED)

                                10/4/03 MM revs. (blue)    47A.
35   CONTINUED: (5)                                               35

                          DANIEL
                You know the people in Culiacan and
                Bogota?

                          VINCENT
                    (softly)
                'Fraid so.

     Max is glancing from one to the other, unsure what's going on.
     Realizing it isn't good.




                                                          (CONTINUED)

                                    10/4/03 MM revs. (blue)   48.
35   CONTINUED: (6)                                                 35

                          DANIEL
                And here I thought you were such a
                cool guy.

                          VINCENT
                I am a cool guy. With a job I was
                hired to do. You know how it is.

     There's genuine regret in Vincent's tone. Max feels his heart
     pounding, but manages to keep his voice steady:

                          MAX
                Let him go, Vincent.

                          VINCENT
                I'm working here.

                          MAX
                You're the one who keeps talking about
                going with the flow. You like the
                man, you like the way he plays. How
                about a little jazz, huh?

                          VINCENT
                Improvisation? That's funny from you.                    
                    (thinks about it, looks to
                     Daniel)
                Okay, some jazz for the jazz man.
                How's this? I'll ask a question?

                          DANIEL
                What question?

                          VINCENT
                Jazz question. You get it right, we
                roll. You disappear. Tonight. You
                don't go home, you don't pack a bag,
                you leave town...and nobody, I mean
                nobody, ever hears from you or sees
                you again.

                          DANIEL
                How do I know you'll keep your word?

                          VINCENT
                I never lie. Ask Max.     Max, have I
                lied?

     Daniel looks to Max.   Hope, fear, and desperation in the older
     man's face.

                            MAX
                No.   No.   He hasn't lied...                            


                                                          (CONTINUED)

                                    10/4/03 MM revs. (blue)   49.
35   CONTINUED: (7)                                                 35

     Daniel absorbs this, looks back to Vincent.

                          DANIEL                                         
                Means you're a man who lives on                          
                reputation.
                    (beat)
                I will take your word. And I will
                give you mine. If I walk out of here
                tonight, I'd go so far away, it'd be
                just like I was dead.

     Vincent nods. We have a deal. He eases something from his
     waistband. Max knows. His heart is in his throat.

                          DANIEL (CONT'D)
                And one more thing. Those guys and                       
                their man, here, what's his name,                        
                Felix?                                                   

                          VINCENT                                        
                Yeah.                                                    

                          DANIEL                                         
                Tell them, if by some chance I get                       
                this wrong...you tell them I had to.                     
                They laid a grant of immunity on me.                     
                So it was flip and play ball or go                       
                back inside. I ain't goin' back                          
                inside.

                          VINCENT
                Sure.                                                    

     Daniel pours himself that drink. He lifts his shot glass, hand
     trembling slightly, knocks it back. Sets the glass down.

                          DANIEL
                Lay it on.

                          VINCENT
                It's simple. What was Louis' first
                musical instrument?

                          DANIEL
                I know all there is to know about
                Louis.

                          VINCENT
                Then let's have it.

     Daniel hesitates.




                                                          (CONTINUED)

                               9/14/03 MM revs. (cherry)    49A.
35   CONTINUED: (8)                                                35

                          MAX
                    (blurts out)
                It was a trumpet!   Wasn't it?   Wasn't
                it a trumpet?

     Daniel shakes his head.

                          DANIEL
                Coronet. Bought it from a New Orleans
                pawnshop when he was a kid.
                          (MORE)




                                                           (CONTINUED)

                                       10/4/03 MM revs. (blue)   50.
35   CONTINUED: (9)                                                    35

                           DANIEL (CONT'D)
                 Cost him five dollars. Got a two-                          
                 dollar advance on his salary from a
                 fine Jewish family he worked for,
                 saved up the rest.

     A frozen moment. An endless pause.        Max not even breathing,
     staring at Vincent, waiting...

     ...a beat of regret...

     ...and Vincent's gun came up so fast, Max didn't even see it.
     THREE SMALL POPS. A different gun: .22 caliber Ruger with a
     thick, silent barrel. Three small holes. And Daniel's head
     falls forward. Vincent catches it, arranges Daniel's arms so
     that Daniel's head rests on them as if he's taking a nap. And
     Vincent did it gently, almost regretfully. A red mist of blood
     swirls in the air.

     Max is stunned beyond words, and powder-burned at such close
     range.

     Silence now. No one's noticed.        The waitress was in the
     kitchen. Softly:

                           VINCENT
                 Tin horn. Cost him a dime. Rode the junk                   
                 wagon and played for the neighborhood.
                 People sold them stuff. Rags.
                 Bottles. Whatever.

     Max sits frozen, unable to move...

                                                    CUT TO:

36   EXT. STREET OUTSIDE JAZZ CLUB - NIGHT                             36

     ...and they exit the club.     Vincent heads for the cab, turns and
     sees Max standing there.

                             VINCENT
                 Let's go.

                             MAX
                 No.

                           VINCENT
                 What you mean, no?

                             MAX
                 I'm done.    Find another cab.

     Max turns, walking away.      Vincent blinks at him, almost laughs.


                                                              (CONTINUED)

                                    9/30/03 MM revs. (cherry)   51.
36   CONTINUED:                                                       36

                              VINCENT
                  Max?

                            MAX
                  Leave me alone.
                      (shouting)
                  I'm collateral anyway, so do it and                      
                  stop making me a part of this!                           
                      (beat)                                               
                  I don't wanna know you!

     Vincent grabs the back of his collar, slams him against the
     wall. Max's neck is a centimeter from breaking. Their faces
     are inches apart.

                            VINCENT                                        
                      (low, threatening)
                  I'm not playing.

                            MAX
                  You played him, man.                                     
                      (off Vincent's look)
                  He got the answer right, would you                       
                  have let him go?

     The question hangs in the air.      Before Vincent can answer, the
     DISPATCH RADIO CRACKLES:

                             LENNY (FILTERED)
                  Max?   Maaax. Pick up, you dipshit.

                            VINCENT
                  What is it with this guy?

                              LENNY (FILTERED)
                  Maaaaaax!

     Vincent spins Max, controls him, as he propels him to the cab,
     slams him against the fender.

     Vincent releases him, points at him. Don't move. He reaches
     into the cab, pulls out the radio mike, clicks it on.

                            VINCENT
                  You hassling my man again?

                            LENNY
                  Who are you?




                                                            (CONTINUED)

                                     10/4/03 MM revs. (blue)   52.
36   CONTINUED: (2)                                                  36

                          VINCENT
                Same fare you talked to last time.

                          LENNY (FILTERED)
                What are you guys, taking an all-night
                tour?

                          VINCENT
                We're gay lovers, what's it to you?                       

                          LENNY (FILTERED)
                Nothing! Aside from every night Max's
                mother driving me crazy, I'm dancin'
                on a rainbow! May he come on the
                line, please.

                          VINCENT
                Hang on.
                    (to Max)
                Carefully...

     Max takes the hand mike, clicks it on.

                          MAX
                Yeah?

                          LENNY (FILTERED)
                Your mother's calling every ten
                minutes. Why didn't he show? Are you                      
                all right? Where are you?

                          VINCENT
                    (whispers)
                Show for what?

                          MAX
                    (ignoring him)
                Tell her I can't make it tonight,
                okay?

                          LENNY (FILTERED)
                What am I, related to you?     You tell
                her yourself!

     Lenny CLICKS OFF.   Dead air.

                          VINCENT
                Show up for what?

                          MAX
                She's in the hospital.




                                                           (CONTINUED)

                                  10/4/03 MM revs. (blue)   53.
36   CONTINUED: (3)                                               36

                          VINCENT
                You visit every night?

                           MAX
                Yeah.   What difference does it make?

                          VINCENT
                Cause if you don't show it breaks a
                routine.

                           MAX
                So?

                          VINCENT
                So people start looking for you, this
                cab. That is not good.                                  

                          MAX
                No. I can't take you to see my
                mother...

                          VINCENT
                Since when was any of this negotiable?

                                                CUT TO:

37   INT. HOSPITAL - ENTRANCE - NIGHT                             37

     Stark corridors, queasy fluorescent lighting, PATIENTS and STAFF
     MEMBERS. A row of INJURED PEOPLE are seated along one wall,
     waiting for attention.

     The AUTOMATIC DOORS swing open. Max and Vincent enter, the
     briefcase held at Vincent's side. As they enter and proceed up
     the corridor...

                          VINCENT
                Stay three paces in front of me and
                one to my left...

     Max, seeing the innocent people along the walls, complies.
     Vincent sees in the ceiling a security camera mounted in a
     Perspex hemisphere and averts his face towards Max...

                           VINCENT (CONT'D)
                Flowers?

     Max turns, sees a row of FLOWER BOUQUETS at the gift counter.

                          MAX
                Waste of money.   Won't mean a thing to
                her.

     Vincent pulls an arrangement, tosses the flowers to Max, pulls
     his wallet to pay.

                                                          (CONTINUED)

                                  9/21/03 MM revs. (pink)   53A.
37   CONTINUED:                                                    37

                            VINCENT
                      (sincere)
                  She carried you in her womb for nine
                  months.

                                   9/29/03 MM revs. (salmon)   54.


38    INT. HALLWAY - NIGHT                                           38

      The elevator arrives. Vincent and Max get on.     Vincent presses
      the button and the doors start to close...

                           MAN'S VOICE
                 Hold, please...

      Vincent puts his hand out, stopping the doors.    A MAN slides in
      the elevator with them...

38A   INT. THE ELEVATOR                                              38A

      ...and turns around. Detective Ray Fanning.      He doesn't see Max   
      in the back corner. His back is to him.

                             FANNING                                        
                 Five.    Thanks.

      Vincent hits the button.     The doors close.

      The three of them ride up in that awkward silence you only ever
      experience with strangers in elevators. He glances to Vincent
      at the control panel, nods.

                           VINCENT
                 Having a good night?

                           FANNING                                          
                 Mezzo-mezzo. You?

      Vincent nods. Making do. The elevator stops. Vincent and Max
      get off to the right. Fanning continues riding up one more            
      floor...

39    INT. FIFTH FLOOR HOSPITAL CORRIDOR - ELEVATOR DOORS - NIGHT 39

      open. Fanning gets off, turns a corner.     SEE a sign indicating     
      "MORGUE."

40    INT. HOSPITAL ROOM, LOWER FLOOR - MAX - NIGHT                  40

      (POSSIBLY INCLUDE CORRIDOR)

      Enters with the flowers. Vincent appears behind him, hovering
      in the doorway. Max moves toward the bed...

      ...where IDA RILKE lies hooked up to a heart monitor, a clear
      plastic oxygen mask over her mouth. She opens her eyes.

                             MAX
                 Hi, Ma.


                                                           (CONTINUED)

                                9/29/03 MM revs. (salmon)    54A.
40   CONTINUED:                                                     40

                            IDA
                  I've been calling and calling.




                                                            (CONTINUED)

                                 10/4/03 MM revs. (blue)   55.
40   CONTINUED: (2)                                              40

                          MAX
                I got caught up at work.

                          IDA
                Why couldn't you call me on the
                telephone? I'm lying here, wondering
                if something horrible happened to
                you...

                          MAX
                    (to cut her off)                                   
                I brought you flowers.

                          IDA
                What am I gonna do with flowers?

                          MAX
                You're gonna cheer up.

                          IDA
                How? By worrying...                                    
                    (wheezes)                                          
                ...that you spend money on                             
                things...that all they're gonna do is                  
                wilt and die?

                          MAX
                    (to Vincent)
                See?
                    (to Ida, defensively)                              
                I didn't buy 'em. He did.                              

                          IDA
                Who? Come in. What I got is not                        
                contagious.                                            
                    (beat)                                             
                Why didn't you tell me we had company?                 
                    (to Vincent)
                And what's your name? Sorry. My son
                is rude.

                          VINCENT
                No harm done, madam.

     She takes the flowers from Max, making a fuss over them:

                          IDA
                You paid for my flowers? They're
                beautiful. Max, will you introduce
                us?




                                                         (CONTINUED)

                                    10/4/03 MM revs. (blue)   56.
40   CONTINUED: (3)                                                 40

                          MAX
                Mom, Vincent.   Vincent, my mother,
                Ida.

     Vincent sets his briefcase by the door,