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, approaches the bed,
     offers his hand. She takes it. He glows with charisma.

                          VINCENT
                I'm really happy to meet you, Mrs.                       
                Rilke.

                          IDA
                Oh, call me Ida.    To what do we owe
                this pleasure?

     Vincent sits in the chair at bedside.

                          VINCENT
                Well, I was with Max when he got the
                call.

                          IDA
                And you came all the way here to see
                me?

                          VINCENT
                It's nothing.

                          IDA
                Tell my son. You have to hold a gun
                to his head to get him to do anything.

                          VINCENT
                Tell me about it.

     Vincent leans in, helps her adjust her pillows.

                          IDA
                You must be an important client of
                Max's.

     This catches Vincent slightly off guard.    He glances to Max.

                          VINCENT
                Client? I like to think of myself as
                his friend. A mentor.                                    

                          IDA
                Max never had many friends. Always
                talking to himself in the mirror...
                It's unhealthy.

                          MAX
                Hey, mom. How many times do I have to
                ask you not to do that?

                                                          (CONTINUED)

                                    10/4/03 MM revs. (blue)   57.
40   CONTINUED: (4)                                                 40

                           IDA
                Do what?

                          MAX
                Talk about me like...I'm...not...in
                the room, here.

                          IDA
                    (to Vincent)
                What's he sayin'?

                          VINCENT
                Ida, he says he's standing right here.                   
                In the room. Here.                                       

                          IDA
                    (to Max)
                Yesss, you are, honey.
                    (back to Vincent)
                He's sensitive.

                            VINCENT
                I know.    But I'm sure you're proud of                  
                him.

                          IDA
                    (directed at Max)
                Of course I'm proud. You know, he
                started with nothing. Look at him
                today. Here. Vegas. Reno...

     Vincent looks at Max...squirming under the exposure.

                          MAX
                Mom, Vincent's not interested.
                    (to Vincent)
                Let's go.

                           VINCENT
                                                                         
                No.   I am interested.
                          IDA
                What's your name, again?                                 

                          VINCENT
                Vincent...




                                                          (CONTINUED)

                                   9/30/03 MM revs. (cherry)   58.
40    CONTINUED: (5)                                                  40

                           MAX
                 I came to see you. I saw you.     You
                 look fine. Let's go.

      He's kissed her and wants to get out of there.

                           IDA
                 Limousine companies.

                             VINCENT                                       
                 Yeah?                                                     

                           IDA                                             
                 He drives famous people around, you                       
                 know?                                                     

                           VINCENT
                 Limousine companies?    What an
                 achievement...

      Max heads for the door...

                           IDA
                 Visit again?                                              

                           VINCENT
                 I'm only in town tonight.                                 

                           IDA
                 When you come back?                                       

                            VINCENT
                 Sure.   I promise.                                        

                           IDA                                             
                 Well, nice to meet you, Vincent.                          

      He turns to find Max gone.    He looks down, eyes widening.

      So is the briefcase.
      Vincent races out into...

40A   INT. THE HALLWAY                                               40A

      ...and spins around, frantically trying to see where Max went.
      Nothing but a FEW PATIENTS and HOSPITAL STAFF...

      ...and a door marked "STAIRS" swinging shut at the end of the
      hallway. He runs in that direction...

40B   INT. HOSPITAL STAIRWELL                                        40B

      Vincent bursts through the door into the stairwell, hearing
      RUNNING FOOTSTEPS below. He peers over the railing...

                                                           (CONTINUED)

                                 9/30/03 MM revs. (cherry)    58A.
40B   CONTINUED:                                                     40B

      ...and sees Max three flights down. Max freezes, looking up,
      clutching the briefcase. A moment of eye contact...

                             VINCENT
                   Stop or I'll go back and kill her.

                             MAX
                   You'd do her a favor.

      ...and Max keeps going, vanishing from view. Vincent takes off
      after him, plunging down the stairs at breakneck speed...

                             VINCENT
                   I'll tell her the truth!




                                                             (CONTINUED)

                                      9/21/03 MM revs. (pink)   59.
40B   CONTINUED: (2)                                                  40B

      MOVING WITH MAX

      careening dizzily down the steps with the briefcase, hurtling
      from one landing to the next, FOOTSTEPS ECHOING on concrete.

      MOVING WITH VINCENT

      racing down the steps like a madman, yanking his H+K from under
      his jacket...

41    EXT. HOSPITAL - ON REAR DOOR - NIGHT (OPTIONAL)                 41

      Max comes through the stairway door, racing like crazy along a
      row of HUGE ROARING INDUSTRIAL WASHERS, trying to make it to the
      EXIT DOOR at the far end...

      ...and Vincent bursts from the stairwell in pursuit, pausing to
      whip his H + K up in a two-handed grip, aiming down the length
      of the laundry room...

      ...as Max vanishes through the exit door at the far end.

42    EXT. HOSPITAL/ON REAR DOOR - NIGHT                              42

      Max races out.

42A   OMIT                                                            42A

42B   INT. HOSPITAL STAIRWELL - VINCENT                               42B     

      racing down the stairs...                                               

42C   EXT. HOSPITAL - REAR DOOR - VINCENT                             42C

      bursts through parking lot.

42D   EXT. HOSPITAL - WIDE:   VINCENT (VFX)                           42D

      See Vincent at end of parking lot running towards us.      PAN LEFT
      to Max running up a walkway over the freeway.

43    EXT. PEDESTRIAN BRIDGE - MAX                                     43

      runs to camera along the bridge which we now reveal is above
      and...

      OVER THE FREEWAY

      Max runs up, exhausted. The stream of lights beneath them.        Max
      swings the briefcase back, preparing to hurl it...

                            VINCENT
                 Don't!


                                                            (CONTINUED)

                                    9/21/03 MM revs. (pink)    59A.
43   CONTINUED:                                                        43

     ...and Vincent's H+K is aimed at Max.      Max looks back, sees
     Vincent, gun aimed at him...

                            VINCENT (CONT'D)
                  Red-light-green-light, Max.

     A heartbeat.   A hesitation.    And then...




                                                              (CONTINUED)

                                     10/4/03 MM revs. (blue)   60.
43   CONTINUED: (2)                                                  43

                            MAX
                Bullshit.

     ...Max hurls the briefcase with all his might. Vincent watches
     in horror as it spins lazily through the air and crashes onto
     the freeway below where it's run over, flips in the air, is hit
     by a truck and the tablet PC is de-constructed into useless
     pieces of plastic and silicone. Vincent approaches.

                          VINCENT
                    (hisses)
                What the fuck was that?

                            MAX
                Jazz.

     Max is suddenly on the ground, not knowing how he got there,
     about to die.

     Vincent, above, staring at Max.

                          VINCENT
                You are screwing...with my work! My                       
                prep was in there. I'm coming up on
                number four. The night is no longer
                young. Are we getting adversarial?                        

     Each syllable like a bullet.     Should Vincent kill him?   Then,
     almost admiring...

                          VINCENT (CONT'D)
                Didn't know you could do that...
                    (beat)
                Let's see what else you can do.

     ...and he pulls Max to his feet.

                                                CUT TO:

44   INT. HOSPITAL MORGUE - NIGHT                                    44

     Fanning's in the "cold room" with a MORGUE ATTENDANT.

                          ATTENDANT
                    (checking his clipboard)
                We've had three come in tonight. Two
                John Does. Maybe one's your guy.

     The attendant nods at the first of four PLASTIC-WRAPPED CORPSES
     lying on stainless steel tables. Fanning draws the sheet back:
     Homeless Man with a beard.

                           FANNING
                No.   Not Ramone.

                                                           (CONTINUED)

                                      10/4/03 MM revs. (blue)   61.
44   CONTINUED:                                                        44

     The attendant makes a notation on his clipboard.      Fanning nods
     at the next corpse.

                            FANNING (CONT'D)
                  Try that one.

     The attendant draws the sheet back. It's the Younger Man who
     mugged Max and took Vincent's briefcase.

                             FANNING (CONT'D)
                  No.   Next...

                            ATTENDANT
                  That's what's funny. These three came
                  in within half an hour of each other.
                  And the kid and that last guy (number
                  4)...they were done by the same
                  shooter.

                            FANNING
                  Why do you say that?

     Fanning gets alert.

                            ATTENDANT
                  Same wound pattern. Two in the
                  sternum. One in the head. Add this
                  cat's shooting tight groups.
                      (indicates chest)
                  Double taps are a couple millimeters
                  apart.

     Intrigued, Fanning steps to the fourth corpse.      Attendant draws
     the sheet back.

     Fanning stares down at the dead face.      Instant recognition.

45   INT. HOSPITAL HALLWAY + AUTOPSY ROOM - MINUTES LATER              45

     Fanning is on a pay phone, amped up, talking with Richard              
     Weidner. (Weidner's at home, perched on the edge of his bed, in        
     a crowded bedroom overlooking MacArthur Park or palm trees and
     city lights, rubbing the sleep from his eyes. INTERCUT as
     needed:)

                            FANNING
                  ...yeah, I'm still at MLK. The John
                  Doe doesn't pan out. Not Ramone. But
                  you'll never guess who else is in the
                  meat locker.

                            WEIDNER                                         
                  Elvis Presley?


                                                            (CONTINUED)

                                9/29/03 MM revs. (salmon)    61A.
45   CONTINUED:                                                     45

                            FANNING                                       
                  Sylvester Clarke. Criminal-lawyer
                  turned lawyer-criminal?




                                                            (CONTINUED)

                                    10/6/03 MM revs. (pink)   62.
45   CONTINUED: (2)                                                 45

                          WEIDNER
                "Sly" to his clients...

                          FANNING
                ...including my high-diving informant,
                Ramone, who he represented, who's
                still missing. Both of whom were in
                the exotic-substances business...

                          WEIDNER
                Ramone and "Sly" Clarke in one night?

                          FANNING
                In one night. Something bad is going
                down. And I don't think the Feeb know
                about it...

     Weidner hangs up, hauling himself off the bed as we...              

                                               CUT TO:

46   INT. MAX'S CAB, TRAVELING - MAX - NIGHT                        46

     Max drives in self-conscious silence, feeling Vincent's gaze
     on the back of his neck.

                          VINCENT
                Limos, huh?

                          MAX
                Don't start.

     Vincent enters text into a cell phone/pager.

                          VINCENT
                Hey, I'm not the one lying to my
                mother.

                          MAX
                She hears what she wants to hear.    I
                don't disillusion her.

                          VINCENT
                Yeah, right. Maybe she hears what you
                tell her.

     Vincent sends.   Waits.




                                                          (CONTINUED)

                                      10/4/03 MM revs. (blue)   63.
46   CONTINUED:                                                       46

                              MAX
                  Whatever   I tell her's never good                       
                  enough.    It's always been that way...
                  My three   older brothers...their wives
                  made 'em   move outta town.

     Vincent closes the pager/cell.

                            VINCENT
                  You're goin' to a place called El
                  Rodeo. It's on Whittier Boulevard in
                  Anaheim.

                            MAX
                  Where on Whittier?

                            VINCENT
                  Look it up.

                            MAX
                  What's at El Rodeo?

                            VINCENT
                  Just drive.
                      (beat)
                  They project onto you their flaws,
                  what they don't like about themselves,
                  their lives, whatever. And then they
                  rank on you, instead...

                            MAX
                  How do you know?

                            VINCENT
                  I had a father like that.

                            MAX
                  Mothers are worse.

                            VINCENT                                        
                  Mine died when I was one.                                

                            MAX
                  What happened?

                            VINCENT
                  He hated whatever I did.    Got drunk.
                  Beat me up all the time.

                            MAX
                  Then what?

                            VINCENT
                      (intimate)
                  I killed him. I was 12.
                            (MORE)

                                                            (CONTINUED)

                                10/4/03 MM revs. (blue)    63A.
46   CONTINUED: (2)                                               46

                          VINCENT (CONT'D)
                He was the first.
                    (off Max's look)
                I'm kidding. He died of liver cancer.

                          MAX
                I'm sorry.




                                                          (CONTINUED)

                                 9/30/03 MM revs. (cherry)   64.
46   CONTINUED: (3)                                                46

                          VINCENT
                No you're not.
                    (beat)
                So driving this cab "temporarily" is                    
                all bullshit...?

                          MAX
                It's not bullshit.

                          VINCENT
                Twelve years is not temporary.

                          MAX
                You gotta get cash together.
                Insurance, bond, maintenance, tires.
                Staff-up. Client lists. It's not get
                the car, put asses on seats.

                           VINCENT
                Why not?

                          MAX
                'Cause Island Limos will be more than
                a ride...like a club experience, a
                cool groove you don't want to end.
                Like that. So it's gotta be perfect.                    
                Perfect.

                           VINCENT
                Uh-huh.

                          MAX
                Plus I got bills. She's been dying of
                the disease since I was in high
                school...

47   EXT. EL RODEO NIGHT CLUB (ANAHEIM) - NIGHT                    47

     Headlights pull through the jammed lot. Max's cab. And it
     pulls past the entrance to a parking slot near the alley.

48   INT. CAB - NIGHT                                              48

                          VINCENT
                Here's good.

     Max backs in, cuts the engine. Vincent checks it out,
     concealing himself as much as possible in the shadows of the
     back seat.

                          VINCENT (CONT'D)
                Gimme your wallet.

                           MAX
                Why?

                                                         (CONTINUED)

                              9/14/03 MM revs. (cherry)    64A.
48   CONTINUED:                                                   48

     Vincent snaps his fingers impatiently.   Max pulls his wallet,
     passes it back.




                                                          (CONTINUED)

                                    10/4/03 MM revs. (blue)   65.
48   CONTINUED: (2)                                                 48

                          VINCENT
                I'll hold it for you in case they
                search you.

                          MAX
                In case who searches?

     Vincent nods toward El Rodeo.

                          VINCENT
                The people inside. Go in and ask for
                Felix. He's expecting you.

                           MAX
                Felix?   Okay.    What's he look like?

                           VINCENT
                Dunno.   Never met him.

                          MAX
                Who is he?

                          VINCENT
                He's from who hired me.

                          MAX
                I don't get it.

                          VINCENT
                You destroyed my work-ups. And number
                four is due. Whatta you think,
                night's over? Called on account of
                rain?
                    (beat)
                Go be me. In there. Score the                            
                backups. He'll have 'em on a flash
                drive or CD...

                          MAX
                    (appalled)
                                     Why don't you go?                   
                Why me? I can't.
                          VINCENT
                They don't know what I look like. And                    
                I don't meet people. Like in risk                        
                management. Protect anonymity. And
                you're not going to screw that up.

                          MAX
                How'm I gonna be you?




                                                          (CONTINUED)

                                    10/4/03 MM revs. (blue)   66.
48   CONTINUED: (3)                                                 48

                          VINCENT
                Max, who's SoCal Cab Company?    Ralph
                SoCal?

                          MAX
                No.

                          VINCENT
                Ever met the owner?                                      

                          MAX
                No.

                          VINCENT
                Well, I don't work for them. I work
                for their bosses. They don't get to
                meet me, either.

                          MAX
                If...if I don't pull it off...?

                          VINCENT
                They're gonna kill you.                                  
                    (shrugs)
                You got ten minutes. 10:01? I drive
                the cab to the hospital and execute
                your mother on my way out of
                town...and don't pretend indifference.

                          MAX
                I can't do this.

                          VINCENT
                You threw my PC onto the freeway.
                You've got balls bigger than Toledo.

                          MAX
                If I pull it off, it's gonna get other
                people killed...

                          VINCENT
                Out of options, Max. Take comfort in                     
                knowing you never had a choice.

                          MAX
                Uh, how long you been doin' this?                        

                          VINCENT
                Why?

                          MAX
                In case he asks.

                          VINCENT
                Private sector? Six years.

                                                          (CONTINUED)

                                     10/6/03 MM revs. (pink)   67.
48    CONTINUED: (4)                                                  48

                           MAX
                 You get benefits?

                          VINCENT
                 No. Nor paid sick leave. Quit
                 stalling. Get out of the cab.

      Max hesitates, opens the door, gets out...

49    EXT. STREET - LONG LENS:   MAX - NIGHT                          49

      Crossing towards the entrance.

                           FED #1 (O.S.)
                 Who is this?

                           FED #2 (O.S.)
                 Not Julio Iglesias...

      ...and we hear WHIRRING.   ANGLE PULLS BACK...

50    INT. SURVEILLANCE LOCATION - NIGHT                              50

      Reveal FEDERAL AGENTS clustered loosely at a row of monitors, in
      a hard location. On the monitors are multiple views of El
      Rodeo's exterior entrances, two ND homes, the interior of two ND
      cars. One agent watches Max cross to the El Rodeo entrance.
      The room is littered with SURVEILLANCE EQUIPMENT and pizza
      boxes.

      SENIOR AGENT FRANK PEDROSA, permanently agitated, stands.      The
      camera on Max ZOOMS in, tracking him.

50A   EXT. STREET OUTSIDE "EL RODEO" - PARKING LOT, FOUR-            50A
      FIXTURE LIGHT STAND

      Move closer. REVEAL it's a camouflage housing, holding a video
      surveillance camera that RIGHT NOW pans and ZOOMS IN on Max.

                           AGENT #1 (O.S.)
                 Mark the time.

50B   INT. SURVEILLANCE LOCATION - PEDROSA                           50B

      reacts to a SOFT KNOCK on the door. Fanning and Weidner are          
      ushered in. Pedrosa glances at them, motions "hang on a
      second," as he stares at the monitor.

51    INT. EL RODEO, ENTRANCE - NIGHT                                 51

      Entrance does NOT have a crowd waiting to get in past disco
      bouncers. Only light traffic flows in and out. But, it does
      have extensive security. Max, hiding his terror, steps up to
      two men at the door.

                                                           (CONTINUED)

                              9/29/03 MM revs. (salmon)    67A.
51   CONTINUED:                                                   51

                          MAN #1
                  Yeah.




                                                          (CONTINUED)

                                        10/6/03 MM revs. (pink)   68.
51   CONTINUED: (2)                                                     51

                              MAX
                  Uh, hi...

                              MAN #2
                  Que pasa?    Wha's up, homes?

                            MAX
                  I'm here to see Felix.      He has
                  something for me.

                            MAN #2
                      (cold, believable)
                  Don't know no Felix.

     That's it.   Max failed.       He won't make it past the front door.

                           MAX
                  Uh. Say...say it's Vincent.          I'm
                  Vincent.

     The two men trade surprised look. Suddenly cautious and
     respectful. They lead Max inside.

52   INT. SURVEILLANCE LOCATION - NIGHT                                 52

     Pedrosa watches the group exit into El Rodeo, then turns to
     Fanning and Weidner for quick introductions:                            

                            WEIDNER
                  Lt. Richard Weidner.      LAPD.   Major
                  Narcotics Division.

                            FANNING
                  Detective Ray Fanning.      LAPD.    Major
                  Nar...

                            PEDROSA
                      (interrupts, shaking
                       hands)
                  Yeah, hi, okay. Agent Frank Pedrosa.

                            WEIDNER
                  Thanks for seeing us...

                            PEDROSA
                  Yeah. You're welcome. How can I
                  help? What's up? Why do you wanna
                  know about our case?

                            FANNING
                  Has there been any unusual activity
                  tonight?

                              PEDROSA
                  As in...

                                                               (CONTINUED)

                                    10/6/03 MM revs. (pink)    68A.
52   CONTINUED:                                                       52

                            FANNING
                  As in a murder or maybe a murder spree
                  in Wilshire Central.

                            PEDROSA
                  All quiet on the western front.
                  Various people are asleep. Various
                  people are not. They come and go in
                  cars, pickups and taxis. Other than
                  that, we're watching air move.
                      (repeats)
                  ...your interest in our case?

     Fanning trades a surprised look with Weidner. A taxi? Fanning          
     gestures. Pedrosa nods okay. Fanning rushes to the monitors,           
     sees Max's cab peeking out from behind the corner of the               
     building.                                                              

                            FANNING
                  Hood's all beat to shit.

     Weidner's fumbling on his cell phone, out, already dialing.

                              PEDROSA                                       
                  On what?!                                                 

                              FANNING                                       
                  On that.                                                  




                                                              (CONTINUED)

                                   10/4/03 MM revs. (blue)   69.
52   CONTINUED: (2)                                                  52

                          WEIDNER                                          
                What's the license number?

     Technician on the joystick pans a remote camera to the cab,
     pulling out his notebook and scribbling down the number...

53   INT. "EL RODEO" - NIGHT                                         53

     ...as Max is led into a cavernous, blue Day-Glo Sinaloan disco.

     And they move through dancers, in Sinaloan style: white cowboy
     hats, jeans, braided key chains, endangered-species cowboy
     boots. Hot ladies in spandex and other couture by Earl Scheib.

     As they approach a row of booths opposite a mural of famous
     corrida singers...more sophisticated security appears. PACO
     pats down Max. Another, Rubio, cautiously covers him. Then...

     MAX

     is led to a booth in which sits FELIX REYES-TORRENA.

     FELIX

     - unlike El Rodeo's population - wears Hermes bought in Paris.
     Reserved elegance...

                          FELIX
                I thought you'd be taller.

     He's not invited to sit.

                          FELIX (CONT'D)
                Anyway I look at this, I see only one
                thing. I see one thing with you.
                Here. Tonight. I see trouble.

     Gestures...    Max sits, forces himself to meet Felix's gaze.

                           FELIX
                So.   Vincent. Explain...

     Meanwhile...

54   INT. SURVEILLANCE LOCATION - MONITOR - NIGHT                    54

     REPLAYS Max's entrance. It's enhanced and the audio is
     filtered, eliminating RF interference and background noise.      We
     and they HEAR...

                          MAN #2
                Don't know no Felix.

                          MAX
                I'm Vincent...

                                                         (CONTINUED)

                                     9/1/03 MM revs. (yellow)   70.
54   CONTINUED:                                                       54

     The reaction in the room is electric.

                            FED #3
                  Did he say "Vincent?"

55   INT. EL RODEO - NIGHT                                            55

                            FELIX
                      (light complaint)                                    
                  Vincent don't meet people. The jefes                     
                  in Culiacan, Bogota, maybe. But he                       
                  won't talk to you. But, now you are                      
                  here. Okay. Why?

     For a moment it looks like Max isn't even going to get the words
     out. Then:

                            MAX
                  I lost my stuff.

     Pause.

                             FELIX
                  "Stuff"?   Your "stuff"?

                             MAX
                  Yeah.

                            FELIX
                  I want you to listen to me real well.
                      (beat)
                  Special teams put together that list                     
                  of..."dedos."                                            

                             MAX
                  Dedos?

                            FELIX
                  Fingers. Informants.                                     
                      (litany)                                             
                  Signal intercepts, voice-recognizing                     
                  software, surveillance...very                            
                  expensive counterintel produced that                     
                  list.                                                    
                      (beat)
                  An important list, wouldn't you say?
                  And you "lost" it?

                            MAX
                  I'm sorry.

                            FELIX
                  Sorry? Sorry does not put back
                  together again Humpty Dumpty...

                                                            (CONTINUED)

                               9/1/03 MM revs. (yellow)    70A.
55   CONTINUED:                                                   55

     Max is nearly pissing himself.




                                                          (CONTINUED)

                                9/3/03 MM revs. (goldenrod)   71.
55   CONTINUED: (2)                                                 55

                          FELIX (CONT'D)
                Do you believe in Humpty Dumpty?

     Felix makes eye contact to PACO. Paco nods. Rubio, next to
     him, has his hand on an SMG and moves right to get a better line
     of fire on Max.

                          MAX
                No.

                          FELIX
                Do you believe in Santa Claus?

                          MAX
                No.

                          FELIX
                Neither do I.
                    (beat)
                But my children do. They are still
                small. But do you know who they like
                even better than Santa Claus? His
                helper, Pedro Negro. Black Peter.
                There's an old Mexican tale that tells
                of how Santa Claus got so very busy
                looking out for the good children that
                he had to hire some help to look out
                for the bad children. So he hired
                Pedro. And Santa Claus gave him a
                list with all the names of all the bad
                children, and Pedro would come every
                night to check them out. And the
                people, the little kids that were
                misbehaving, that were not saying                        
                their prayers, Pedro would leave a
                little wooden donkey on their windows.
                And he would come back and if the
                children were still misbehaving, he
                would take them away and nobody would
                ever see them again. Now, if I am
                Santa Claus and you are Pedro, how do
                you think jolly old Santa Claus would
                feel if one day Pedro came into his
                office and said, 'I lost the list.'?
                How FUCKING FURIOUS do you think Santa
                Claus would get?!

     Paco's gun is visible.   Safety clicks off Rubio's SMG.

                          FELIX (CONT'D)
                So tell me, Vincent. Tell me what you
                think.

                          MAX
                I think...

                                                          (CONTINUED)

                                   9/30/03 MM revs. (cherry)   72.
55   CONTINUED: (3)                                                  55

     He can't finish.

                           FELIX
                What?

                          MAX
                I think...
                    (to security)
                ...I think you should tell the man
                behind me to put that gun away.

                          FELIX
                What did you say?

                          MAX
                    (low, tight)
                I said. Tell him to put the gun away.
                Before I take it and beat his bitch                       
                ass to death with it.

     Felix eases back, measuring Max.

                          MAX (CONT'D)
                I picked up a tail.

                           FELIX
                Federal?

                          MAX
                You tell me. How do I know? So I
                tossed the list and work-ups to
                protect...in part...
                    (sees his clothes)
                ...your Hermes, Facconable sorry ass.

     Felix considers "Max."

                          MAX (CONT'D)
                You think I like comin' here? Like I
                got stupid all of an instant? Shit
                happens. You gotta roll with it.
                Darwin. I Ching...

                          FELIX
                Has, uh...

                          MAX
                The fat man. The penthouse guy.      The
                jazz man. It leaves two.

                          FELIX
                    (checks his watch)
                Can you finish?


                                                           (CONTINUED)

                                    10/6/03 MM revs. (pink)   73.
55   CONTINUED: (4)                                                 55

                          MAX
                In six years, have I ever not?

     Meanwhile...

56   INT. SURVEILLANCE LOCATION - NIGHT                             56

     ...while the Feds go apeshit at what they've been told.
     Meanwhile, Weidner answers his cell...                               

                          PEDROSA
                ...are you telling me Ramone Gallardo
                and Sylvester Clarke were murdered
                tonight? Both killed...?

                          FANNING
                ...Sylvester for sure, Ramone...

                          WEIDNER
                    (interrupts)
                We got another D.O.A. One "Daniel
                Baker" in South Central...

                          FED #3
                That's three? He killed three in one
                night?

                          WEIDNER
                Three what?

     Fed #3 looks at Pedrosa.     Mute.

                          PEDROSA
                Three witnesses.
                    (beat)
                For a secret grand jury, secret my
                ass...

                          FANNING
                So who's left? Before you lose them,
                too...

57   INT. EL RODEO - NIGHT                                          57

     In a carrying case, a ruggedized PC is brought to the table.
     Felix turns it on. Enters a password. Downloads two "files"
     (Targets #4 and #5) into a flash drive in the USB port.

                          FELIX
                The last two...

     Felix unplugs the flash drive and pushes it across to Max.     Max
     takes it. Their eyes meet.


                                                          (CONTINUED)

                                  9/29/03 MM revs. (salmon)    73A.
57   CONTINUED:                                                       57

                            FELIX (CONT'D)
                  Do not fail.

                            MAX
                  I never do.

     Felix releases the flash ram.     Max rises...




                                                              (CONTINUED)

                                    9/29/03 MM revs. (salmon)   74.
57   CONTINUED: (2)                                                   57

                            MAX (CONT'D)
                  And as a token of appreciation...I
                  want to offer you a discount. Yeah.
                  All my services, here, tonight...
                  Twenty-five percent off.

                            FELIX
                  Twenty-five?

                            MAX
                  Hell, make it fifty.

                            FELIX
                  Very generous.

                            MAX
                      (beat)
                  By the way. Daniel said he was sorry.

     Felix nods.   Max turns and walks out.

     The moment he's gone, Felix glances to Paco.      They're giving him
     questioning looks.

                            FELIX
                      (in Spanish)
                  Go to Fever. He's met me. If it
                  begins to go wrong, close his eyes.
                  He cannot fall into their hands...

     They rise.

58   EXT. EL RODEO - MAX                                              58

     exits, taking in a deep breath of night air, stunned that he's
     still alive...

59   INT. SURVEILLANCE LOCATION - MONITORS                            59

     The Feds swarm, remotely ZOOMING and capturing images, everybody
     talks at once...

                            ALL THE FEDS
                      (chaotic, ad lib)
                  ...his face, make sure you get his
                  face...Vincent the ghost...too grainy,
                  too much noise...plus twelve dB of
                  gain, you get noise or you get no
                  image...you getting this? ...yeah...

     ANGLE SHIFTS to Fanning, cell phone to his ear, trying to block        
     out the noise as:



                                                            (CONTINUED)

                                 10/9/03 MM revs. (yellow)   75.
59   CONTINUED:                                                    59

                            FANNING
                  ...yeah, uh-huh...African-American,
                  medium build, dark hair...are you
                  sure?

     Meanwhile, Pedrosa has separated from the group and on both a
     hard line and a Nextel is speaking urgently...

                            PEDROSA
                      (into Nextel)                                      
                  LA101 to chase units... I want a
                  three-car revolving tail on that cab.                  
                  LA102 is on him, now, at El Rodeo. We                  
                  will do a take-down of the cab with
                  Vincent in it before he gets where                     
                  he's going.
                      (into hard line)                                   
                  Locate our witness, Peter Yip...wife,                  
                  girlfriends, mommy, daddy, whatever.                   
                  Get him evacuated. Get him safe.                       
                      (into Nextel)                                      
                  On the cab, the assault team, when                     
                  they are in place, will do the take-                   
                  down. Do NOT spook him before. I
                  want Air Support up and to maintain at
                  1,500 feet.

     Meanwhile...

                            FANNING
                      (into cell phone)
                  E-mail me his license. Okay?   I'll
                  wait...
                      (to Weidner)
                  Anybody else in that cab?

     Weidner can't tell from the angle of the surveillance camera.
     In the street below, Max walks to the cab...

60   INT. CAB - MAX                                                60

     ...gets in behind the wheel, feeling limp. He lets out a slow
     breath, reluctantly passes the flash drive to Vincent, who
     already has Max's PC ripped from the dash and in the back seat.

     Vincent plugs the flash drive into the USB port. The icon
     appears. Vincent double clicks the cursor on it.

                            VINCENT
                  Vegas odds would have compelled a
                  "don't pass" bet on you walking out of
                  there...

                            MAX
                  ...I'm very impressed.

                                                           (CONTINUED)

                               10/9/03 MM revs. (yellow)    75A.
60   CONTINUED:                                                    60

     Vincent enters a code.   He sees what he needs.




                                                           (CONTINUED)

                                  10/9/03 MM revs. (yellow)   76.
60   CONTINUED: (2)                                                 60

                          VINCENT
                Washington Boulevard. After-hours
                dance club near Crenshaw called
                "Fever." Know it?

                          MAX
                Twelve minutes.

     Vincent quits the flash drive, looks at Max.    Max starts the car
     and pulls out...

61   INT. MAX'S CAB - VINCENT                                       61

     looks at Max through the rearview mirror.

                          VINCENT
                You'll be late. Jump on the freeway                       
                and get me to the 105 west.                               

                           MAX
                Why?

                           VINCENT
                Do it.

62   INT. SURVEILLANCE LOCATION - NIGHT                             62

     While the Feds are departing to interdict the killer before he
     can take their next witness, Fanning is trying to get a word in
     edgewise to a fast-walking Pedrosa...

                          FANNING
                ...according to the cab company's
                dispatcher, this cabbie's been driving
                that cab for twelve years...

                           PEDROSA
                So what?

                          FANNING
                ...so, you're telling me this cabbie
                walks into a phone booth and, shazaam,
                changes into a meat-eater, super-
                assassin? What's he do, squeeze 'em
                in between fares?

                          PEDROSA
                No. Cabdriver Max is floating down a
                storm drain. He is stuffed in the
                trunk of a cab. He is being devoured
                by flesh-eating stretococcus...

     Fanning displays on his cell phone Max's picture from the DMV on
     Max's license. It's blurred, low-res.

                                                          (CONTINUED)

                                10/9/03 MM revs. (yellow)   76A.
62   CONTINUED:                                                    62

                            FANNING
                  The guy, who walked out, looks like
                  this guy...!

                               10/9/03 MM revs. (yellow)   77.


63   EXT. SURVEILLANCE LOCATION REAR LOADING DOCK                63

     ...and coming down the steps, fast, Fanning and Weidner at their
     heels. Talking over his shoulder...

                          PEDROSA
                'Cause he picked a cabdriver who looks
                like him...

                          FANNING
                What's Vincent look like?

                          PEDROSA
                Who knows. He's a ghost...   Vincent's
                not even his name.

                          FANNING
                I don't know...

                          PEDROSA
                We do.
                    (nods to Fed #1)

                          FED #1
                We see private-sector security working
                for cartel groups in Colombia, Russia,
                Mexico...hiring ex-Special Forces
                types, ex-KGB all the time...

                          PEDROSA
                Guys with trigger time, skill                           
                sets...real tradecraft...                               
                    (beat)
                ...like, look like a "cabdriver."

     They near their cars...

                          FANNING
                What are you gonna do?

                          PEDROSA
                Take down his ass.   Save our witness.

     ...as Pedrosa and other Feds climb into a Cadillac and a Buick
     and a third car.

                          FANNING
                What if they're wrong?

                          WEIDNER
                The guy identified himself as
                "Vincent" and just met with the
                bad people!


                                                         (CONTINUED)

                                  10/9/03 MM revs. (yellow)   77A.
63   CONTINUED:                                                      63

                              FANNING
                  Bullshit.    There is something else
                  going on.

                            WEIDNER
                  It's not our game!

                                                CUT TO:

                                  10/9/03 MM revs. (yellow)   78.


63A    INT. MAX'S CAB - REAR SHOT OVER MAX - NIGHT                   63A

       to the 405 south on-ramp to the 105 west. Plus PROFILES                   
       (L to R) + FRONTAL driving shots of cab to an off-ramp.                   

64     INT. LAX PARKING STRUCTURE - MAX'S CAB - NIGHT (GARY'S         64
       AIRPORT SHOT)

       enters and drives past CAM into the interior.    Is Vincent
       parking and leaving early?

       VARIOUS LOCATIONS + ANGLES INSIDE PARKING STRUCTURE...

       Max's cab drives up ramps under white strips of neon and crosses
       the bridge to the adjacent parking structure at the northwest
       corner of the parking area across from the Bradley Terminal.

64A    INT. LAX PARKING - FBI MONTE CARLO                            64A

       darts in after Max's cab...hesitates, keeps a distance...sees
       it's clear, then accelerates, tailing the cab.

64B    INT. LAX PARKING, UP-RAMP - MAX'S CAB                         64B

       accelerates up an up-ramp...

A64C   INT. MAX'S CAB, ROOFTOP - VINCENT                             A64C

       has turned around in his seat and looks out the rear window.         We
       see why the FBI couldn't follow...

64C    INT. PARKING STRUCTURE - FBI MONTE CARLO                      64C

       pulls in and stops. It's in sight of but doesn't approach the
       latest up-ramp to the roof.

                            FBI AGENT #3
                  I follow him up there...we blow the                            
                  tail!                                                          

65     OMIT                                                            65

65A    EXT. EMPTY ROOFTOP LOT - WIDE                                 65A

       EMPTY PARKING LOT ROOF. Anybody tailing Vincent and Max would
       expose themselves right here. It's called a choke point.

66     OMIT                                                            66

66A    INT. MAX'S CAB - VINCENT                                       66A

                            VINCENT
                      (to Max)
                  Let's go.

                                                           (CONTINUED)

                                 10/9/03 MM revs. (yellow)    78A.
66A   CONTINUED:                                                     66A

      Max starts towards the down-ramp.

66B   INT. PARKING STRUCTURE - FBI MONTE CARLO                       66B

                             FBI AGENT #4
                       (into Nextel)
                   LA103 to LA101. Pedrosa, Pedrosa...
                       (to Agent #3)
                   Air support...

                             FBI AGENT #3
                       (into radio)
                   LA103 to Air 4...you still have him?

                             HELICOPTER PILOT (O.S.)
                   Air 4 to LA103. I lost him. You're
                   in controlled air space. I gotta stay
                   out until I get clearance from LAX
                   tower...

                             FBI AGENT #4
                       (into Nextel)
                   Pedrosa...!

67    INT. PEDROSA'S BUICK - PEDROSA - NIGHT                         67

      Listens.   Then...




                                                             (CONTINUED)

                               10/11/03 MM revs. (goldenrod)   79.
67     CONTINUED:                                                     67

                              PEDROSA
                        (on his cell phone)
                    ...you lost him?
                        (he listens)
                    He can head anywhere out of LAX.
                    North or south on the 405, east on the
                    105, the 110...

       Pedrosa's plan to intercept and take down Vincent just crashed.
       He rapidly recalculates.

                              PEDROSA (CONT'D)
                    They locate Peter Yip?

                              FED #1
                        (on phone)
                    On with the wife. She thinks he's at
                    Fever. They called. Can't get
                    through.

                              PEDROSA
                        (to Driver)
                    Washington and Crenshaw. Move!
                        (into radio)
                    LA101 to LA103, LA104, LA105. Fever.
                    After-hours club on 2407 Washington,
                    near Crenshaw. Pico Union. Hit it!

                              LA105 (O.S.)
                        (into radio)
                    LA105 to LA101. Copy that.

A67A   OMIT                                                          A67A

B67A   AERIAL - MAX'S CAB                                            B67A

       from inside the curve "cloverleafs" onto 105/110 interchange.

C67A   INT./EXT. MAX'S CAB                                           C67A   

       under the interchange north (or southbound 110).

D67A   INT. BLACK SUV                                                D67A

       One of Pedrosa's chase units with four SWAT-types in sports
       clothes jams off the freeway onto an exit ramp to surface
       streets, north on Western or north on Crenshaw.

67A    INT. MAX'S CAB - MAX + VINCENT - NIGHT                        67A

       are riding in pensive silence through the neon visual noise of
       Koreatown.

                              VINCENT
                    Would you have called her?

                                                             (CONTINUED)

                             10/11/03 MM revs. (goldenrod)    79A.
67A   CONTINUED:                                                     67A

                             MAX
                   Who?

                             VINCENT
                   Your lady friend. The one who gave
                   you her business card.
                       (Max is silent)
                   Or was she just being polite?

                             MAX
                   I don't know.

                             VINCENT
                   Why hold back? Why not act off your
                   impulse? Pick up the phone?

                             MAX
                   All I owe a fare is a ride, Vincent.




                                                             (CONTINUED)

                                  9/30/03 MM revs. (cherry)    80.
67A     CONTINUED: (2)                                               67A

                             VINCENT
                   It's not what you owe me. Time is
                   fleeting. Life is short. Time is
                   luck. One day it's gone...
                       (beat)
                   You make it out of this alive, you
                   should call her. That's what I
                   think...anyway...

        It's an important speculation from Vincent, given what's going
        to come later. And meanwhile...

68-69   OMIT                                                       68-69

70      INT. FBI CADILLAC - PEDROSA                                   70

        with two or three agents in the other two cars. One checks
        there's a round in the chamber of his .9mm, as the silent
        neighborhoods pass by.

71      INT. S600 MERCEDES - PACO, RUBIO + TWO OTHER COLD-EYED       71
        KILLERS

        Rubio has a silenced .9mm with an Aimpoint laser sight.

72      INT. LAPD UNMARKED CAR - FANNING                              72

        at the wheel. Tailing the FBI cars at a distance, CROSSCHATTER
        drifting from the police band...

72A     EXT. OLYMPIC (OR?) - MAX'S CAB - NIGHT                       72A

        cruises east. Korean neon burns into the sodium-lit magenta
        sky. The streets are empty at four a.m. Reflected streetlights
        flow up the windshield, colors kicking off dented bodywork. The
        streets are deserted; the city seems dangerous. Max and
        Vincent's attention, suddenly, is taken by something else...

72B     INT. MAX'S CAB - MAX + VINCENT'S POV:    THREE COYOTES -     72B   
        NIGHT

        separate and apart lope diagonally across Sunset. Adult males.
        Hunting. They're indifferent to urban habitation, as if they,
        not we, own this city...

72C     EXT. ALEXANDRIA STREET - ABSTRACT SIGNAGE                    72C

        becomes a frontal of Max's battered cab TO CAMERA and it turns
        right, as...

73-74   OMIT                                                       73-74

                                         9/21/03 MM revs. (pink)   81.


75      INT. FBI BUICK - OVER PEDROSA + HIS POV THROUGH                   75   
        WINDSHIELD - NIGHT

        A half block ahead he/we GLIMPSE Max's cab pull into the Fever         
        forecourt...

                               PEDROSA
                   There...!

75A     INT. MAX'S CAB, APPROACHING "FEVER" NIGHTCLUB - NIGHT            75A

        There's chaotic valet parking with Bentleys and a Lambo in
        choice spots. The party-till-dawn crowd. And in the thick of
        it...

75B     INT. FBI BUICK                                                   75B

        But they are preceded by a Porsche SUV, and a limo cuts them off       
        and tries to disembark a diva, two girlfriends and two guys,           
        with players heading into a club before Fever. Heavyweight             
        Security has a fuck-you attitude towards Pedrosa's Buick and the       
        SUV (LA105) until...                                                   

76      EXT. KOREAN MALL - FEDS - NIGHT                                   76

        in tactical vests with CAR-15's; side arms...deploy. Vanity            
        muscle undergo instant attitude change. Pedrosa ad libs telling        
        diva to shut up and get back in the limo. BUT Max's cab has            
        disappeared from view.

77-78   OMIT                                                         77-78

79      EXT. FRONT OF CLUB FEVER - PEDROSA - NIGHT                        79   

                             PEDROSA
                   We get Yip out. You take Vincent.                           
                   Clean shots! Watch your backgrounds.

        Pedrosa approaching the front entrance, the non-HRT are with the       
        BOUNCER, who, in response to a request we didn't see, is trying        
        to get a response on his radio from people in the interior...but
        fails, as his men enter. Meanwhile...

80      OMIT                                                              80

81      INT. CLUB FEVER - VINCENT - NIGHT                                 81   

        propels Max past a bar, through screens of glass, frosted              
        alcoves...jammed with people.                                          

                             VINCENT
                   Booth towards the back. That's where
                   he hangs. Fat Korean guy. Terminal
                   acne as a youth. You go first.
                             (MORE)

                                                               (CONTINUED)

                                  9/21/03 MM revs. (pink)    81A.
81   CONTINUED:                                                     81

                            VINCENT (CONT'D)
                  Fifteen feet in front and three to my
                  left. Wander, and innocent bystanders
                  get the first rounds. Clear?

     It's all black lacquer and frosted glass.




                                                            (CONTINUED)

                                      10/6/03 MM revs. (pink)   82.
81    CONTINUED: (2)                                                   81

      Back rooms - in Korean luxo - are for karaoke or the Korean
      hotties who hang by a counter, like a check-in area. Panels of
      glass in semi-circles in front of planting, some with sheets of
      water running down, separate the different zones. OR...it's
      cheesy disco with flat screens playing Korean music videos and
      stock market quotes with out-of-date Christmas decorations and
      black-lit outer-space murals. Visually, it's as noisy as the
      Korean hip-hop, which makes it impossible for anybody to hear
      anything.

81A   EXT. FRONT OF CLUB FEVER - FANNING + WEIDNER - NIGHT            81A

      flash their LAPD badges, brush past the doorman, proceed in...

81B   INT. FEVER - CLOSE:   VINCENT                                   81B

      with Max in front and to his left, snakes through the crowd,
      swimming among them, scanning for Peter Yip, seeking his target
      in the back booths...

81C   PEDROSA + THE FEDS                                              81C

      enter up the stairs. Staying as discrete as possible while
      urgent, while Pedrosa shoots looks, his POVs, Feds move south
      along east wall into densest part of the club...searching for
      "Vincent," trying to spot him before he can assassinate Peter
      Yip, searching for Yip, as...

82    INT. CLUB ENTRANCE - PACO, RUBIO + TWO                           82

      enter. They hang at the rear. Wait. Their job is to take out
      "Vincent" if it looks like there's trouble, a double-takeout,
      because "Vincent" must not fall into the hands of the FBI. He
      knows too much.

82A   PEDROSA                                                         82A

      searches, desperately, for Peter Yip, his last witness, to get
      him to safety.

82B   FANNING                                                         82B

      enters, scanning the crowd.     Nothing.   He and Weidner split-up.   
      And...

82C   VINCENT                                                         82C

      deeper among the dancers, now SEES distantly...

      PETER YIP

      for a moment. He's located towards the back wall across the
      dance floor in a booth on a raised area in the semi-circular
      room. With him are too-young Korean girls and a heavyset
      Rapper. The view got blocked by an African-American and a
      Korean bodyguard in suits near the booth, facing out.

                                                            (CONTINUED)

                               9/29/03 MM revs. (salmon)    82A.
82C   CONTINUED:                                                   82C

      Behind the booth are five or six Korean gangsters.    But on the
      dance floor, itself...




                                                           (CONTINUED)

                                  9/21/03 MM revs. (pink)   83.
82C   CONTINUED: (2)                                              82C

      VINCENT SPOTS

      an outer perimeter of security. Bodyguards within the crowd,
      facing outward from the booth...looking for trouble before it
      gets to the row of booths and Peter Yip.

      MAX

      receives the glance from Vincent. He's gestured down the middle
      of the dance floor towards the rear. They work their way
      through the mass of bodies. Meanwhile, Vincent casually smiles
      at a girl and takes an oblique path, sliding along a convex side
      wall. Vincent's path brings Vincent up behind Bodyguard #1, who
      looks to the right as...

      BODYGUARD #1

      pounded in the kidney. His head is twisted around and torn
      back, dropping him to the floor amid the bodies and noise.
      Vincent's focus is already on BODYGUARD #2, as he kicks down
      with ferocious force, slamming Bodyguard #1 into
      unconsciousness...

      Bodyguard #2 intuits, turns. Vincent's foot slams his knee
      sideways, breaking it, Vincent's palm bounces the man's forehead
      back, his fist slams into his exposed neck, that fast.

      MAX

      buffeted by dancers, saw, backs away, as...

      BODYGUARD #3                                                       

      saw the assault on #2. He grabs for Vincent...who breaks the
      grab, pulls Bodyguard #3's head and neck down towards him, slams
      his knee into his rib cage twice, breaking things, spins the man
      backwards, rips his head sideways and back, a centimeter from
      breaking, and holding it there with his left arm, Vincent's
      right hand is filled with the H+K as he moves towards Peter Yip.

82D   PEDROSA,                                                    82D    

      just then, SEES...                                                 

      PEDROSA POV:    PETER YIP                                          

      glimpsed in the booth from Pedrosa's angle.                        

                           PEDROSA                                       
                     (to Fed #1)                                         
                 There's Yip! Get him out of here!                       

      And Fed #1 moves with Fed #2 along the wall on the opposite side   
      towards Yip while Pedrosa crosses the floor, sees the              
      disturbance and over his right shoulder, right there is...         

                                                        (CONTINUED)

                                   9/21/03 MM revs. (pink)    83A.
82D   CONTINUED:                                                     82D

                             PEDROSA (CONT'D)                              
                   VINCENT!!!




                                                             (CONTINUED)

                                     9/21/03 MM revs. (pink)   84.
82D   CONTINUED: (2)                                                 82D

      Mad Dog Killer "Vincent."

                           PEDROSA (CONT'D)
                     (into lapel radio)
                 Middle of the dance floor!    There he
                 is!

82E   FEDS + HRT WITH ASSAULT WEAPONS                                82E   

      push through dancers...

                          PEDROSA                                          
                 FBI! FREEZE, VINCENT! DON'T MOVE!                         
                 FREEZE! HANDS IN THE AIR!

      Max hears they spotted Vincent. Then he realizes the three,          
      four weapons of cops fighting through crowd are all aimed at         
      him. People who aren't falling away from him are confused. Max
      is the loneliest man in the room...

                           MAX
                 Don't shoot! I'm not Vincent!

      But Korean hip-hop thunders.    Korean music videos are crazy
      visuals.

82F   RAPPER                                                         82F   

      next to Yip thinks HE'S getting busted, wants to get out
      while...

      BODYGUARDS #4 + #5

      at either end of Yip's booth struggle to see from where the
      threat is coming.

      KOREAN GANGSTERS                                                     

      behind the booth put hands on weapons. They SEE Fed #1 + Fed #2
      slide behind patrons, closing in, to get Yip to safety...            

                           VARIOUS FEDS (O.S.)
                     (to Man)
                 FREEZE! HANDS IN THE AIR! ON YOUR
                 KNEES! NOW! NOW!

      KOREAN GANGSTER #1 -

      pushed sideways by Fed #1, who's trying to reach Yip - sees the
      weapon in Fed #1's hand. So he pulls his 9mm, which Fed #2
      shoves sideways but the gun FIRES, hitting an incoming...

      PEDROSA

      in the upper thigh, slamming him face first to the floor.

                                                           (CONTINUED)

                                 9/21/03 MM revs. (pink)     84A.
82F   CONTINUED:                                                    82F

      AND WITH THE FIRST GUNSHOT, ALL HELL BREAKS LOOSE...

82G   MAX                                                           82G   

      drops to the floor. Rounds are fired at him by Yip's Bodyguard
      #5. A dancer is hit.

                                9/29/03 MM revs. (salmon)   85.


82H   PACO                                                        82H

      gives the look of Rubio, who's moved to within 30 feet from Max.
      He nods "yes"...take out "Vincent," but...

      REAL VINCENT

      advancing to the Yip booth, sees the red line through smoke and
      the jewel of a laser point dance around Max's ear. Sees the
      source...

      VINCENT'S H+K

      over nearly-dead Bodyguard #3, swings left and punches THREE
      ROUNDS into Rubio...

      AND MAX

      sees Vincent saved his life.   As...

      VINCENT

      spots...

      PACO

      ten feet away...

                           PACO
                     (looks from Vincent to Max
                      to Vincent)
                 You're...
                     (he got the joke)

      He drops to the floor for cover...to disappear...while...

82J   MAX                                                         82J

      is on the floor amid destroyed furniture, overturned tables,
      panicked patrons and...

      FANNING                                                            

      ...low, pushing through the chaos, gets a glimpse of Max.
      Fanning shoves sideways to reach him, imbued with this mission     
      for some inexplicable reason...

82K   AT BOOTH - PETER YIP                                        82K

      is protected by his confused scrum of Korean gangsters and
      bodyguards. Girls dove under tables. The Rapper and one
      Bodyguard struggles through crowd that traps them to get out,
      while...


                                                        (CONTINUED)

                                    9/29/03 MM revs. (salmon)   86.
82K   CONTINUED:                                                      82K

      VINCENT

      - the only calm in the storm - has dumped Bodyguard #3 and is
      moving on the cluster of protection at Peter Yip's booth,
      when...

      FROM THE LEFT SIDE OF BODYGUARD #1

      - breathing in rasps and risen from the dead - grabs for the gun
      in Vincent's right hand as...

82L   FANNING                                                         82L   

      gets to Max.

                              MAX
                   I'm Max!   I'm a goddamn cab driver!

                               FANNING                                      
                   I know.    I know!

      Fanning grabs him, keeps him low, pushes his head down...             

                             FANNING (CONT'D)                               
                   I'm Detective Fanning, LAPD!   I'm                       
                   getting you out of here.

      ...and they slide behind the back of the opposite banquettes,
      seeking cover, and break towards a rear exit. While...

82M   HEAVY KOREAN GANGSTER, ALSO...                                  82M

      slams Vincent's gun hand with a short baton.      Vincent's
      disarmed. Two Men are on him.

      A KNIFE IN VINCENT'S LEFT HAND

      sinks into Bodyguard #1's leg, dropping him.

      KOREAN GANGSTER

      swings the baton for Vincent's head. Vincent steps inside.
      Traps the man's arm. Takes his baton, releases his torqued body
      and backhands it across the Gangster's neck. Vincent slams a
      forehand across his ribs. As the Korean Gangster, concussed,
      falls backwards, forcing Vincent to the floor...

      BODYGUARD #4,

      coming up the middle from Yip's booth, where attention focuses
      right now on the real threat: Vincent, FIRES A THREE-SHOT BURST
      from an SMG. And, Vincent, retrieving his H+K, rolls concussed
      Korean Gangster off of him, and...


                                                            (CONTINUED)

                               9/29/03 MM revs. (salmon)    86A.
82M   CONTINUED:                                                   82M

      VINCENT

      places FOUR SHOTS into Bodyguard #4. VINCENT'S ASSAULT WILL BE
      IN A STRAIGHT LINE. Now, he rolls onto one knee, FIRES TWO
      MORE, dropping African-American Bodyguard #5, who had two
      handguns blazing. And RISING...




                                                           (CONTINUED)

                                  10/9/03 MM revs. (yellow)   87.
82M   CONTINUED: (2)                                                82M

      VINCENT ALMOST AT YIP'S BOOTH

      Korean Gangster is blown back. Another tries to help 300-pound
      Yip escape over the back. He's HIT. Peter Yip falls back into
      the banquette, his eyes wider because Vincent's coming. Vincent
      reloads. As his thumb hits the slide release and it jacks
      forward, he's already FIRED a round into Yip. And Yip's eyes -
      at the fierce face of death approaching - are filled in his last
      moments with Vincent, who FIRES four rounds. And one to the
      head. That fast. And the wall of frosted glass with a plane of
      water running down it behind dead Peter Yip is untouched,
      serene.

82N   WOUNDED PEDROSA                                               82N

      Feds are shouting. HRT are searching. Bodyguards are
      surrendering. Korean gangsters scream at each other. Inane
      Korean infomercials, videos, while...

83    INT. BACK STAIRS - MAX + FANNING                              83

      race past karaoke and music recording rooms and escape down the     
      back stairs. Fanning pushes Max ahead, covers their rear.

      MAX + FANNING FROM THE BOTTOM OF THE STAIRS

                           MAX
                 Oh, man, am I happy to see you!     I
                 don't believe it!

                           FANNING
                 Yeah. I know. Relax.     Breathe.
                 You're okay.

      Other patrons have collapsed on the stairs and huddle on the
      landing. Max and Fanning slide by and step over them to get to
      the exit door to the back alley.

                           MAX
                 I can't believe it.   I can't believe
                 it...!

      Fanning guides Max forward. Emotions flood out of Max. Ten
      hours of traumatic stress. Max's nightmare is over. He's home
      free. Tears stream down his face.

84    EXT. SIDE STREET BEHIND CLUB - WIDE:   FANNING + MAX          84

      emerge. BOOM, BOOM, BOOM.    Fanning is dead before he hits the
      ground. Max is horrified.    Vincent grabs Max, propelling him
      forward.

                           VINCENT
                     (fierce)
                 GET IN!

                                                          (CONTINUED)

                              10/9/03 MM revs. (yellow)    87A.
84   CONTINUED:                                                   84

     He throws Max behind the wheel, gets in the back...




                                                          (CONTINUED)

                                    10/9/03 MM revs. (yellow)   88.
84    CONTINUED: (2)                                                   84

                             VINCENT (CONT'D)
                  DRIVE!

      Max - numb - hits the gas, peels out, his door left open, hands       
      barely on the wheel, driving and motor skills impaired, scraping
      off the sides of adjacent cars. Dead Detective Fanning, now
      inert, is left behind.

                                                 CUT TO:

85    EXT. AERIAL SHOT:    LOS ANGELES CITYSCAPE - NIGHT              85

      STRAIGHT DOWN from above. Acid-mint streetlight in pools on
      Olympic Blvd. The yellow cab is the only vehicle heading east.
      Everything else streams west. Emergency vehicles. Flashers.

86    INT. MAX'S CAB - MAX                                             86

      in shock. Back in purgatory...eternally in his cab's front
      seat. As the lone yellow cab drives east...

      SINGLE:   VINCENT                                                     

                            VINCENT
                  What a clusterfuck. Only thing didn't
                  show up was the Polish cavalry.

      Max's life, controlled by Vincent, is a nightmare, perpetual and
      eternal...

                            VINCENT (CONT'D)
                  You don't wanna talk, tell me to fuck
                  off...

                            MAX
                      (inaudible)
                  ...fuck off.

      Vincent's attention is out the window at the streams of
      emergency vehicles...at the earpiece, filled with LAPD and news
      helicopters.

86A   EXT. STREET - FRONTAL:   THE ANONYMOUS YELLOW CAB               86A

      heads east.   All other traffic races to the debacle left
      behind...

                            VINCENT (O.S.)
                  ...blood, bodily fluid and death get
                  to you? Try deep breathing. Or
                  remember, we all die anyway...

                            MAX (O.S.)
                  You had to kill Fanning?!

                                                            (CONTINUED)

                                   9/29/03 MM revs. (salmon)   89.
86A   CONTINUED:                                                     86A

                             VINCENT (O.S.)
                       (blasť)
                   Who's Fanning?                                          

86B   INT. CAB                                                       86B

                             MAX
                   That cop!
                       (beat)
                   Why'd you have to do that? You
                   couldn't wound him? The guy had a
                   family, maybe parents, kids who gotta
                   grow up without a dad, he was a good
                   guy, and he believed me...

                             VINCENT
                   I shoulda saved him 'cause he believed
                   you...?

                             MAX
                   No, not just that.

                             VINCENT
                   Yeah, that...

                             MAX
                   Yeah, so, what's wrong with that?

                             VINCENT
                   It's what I do for a living...

                             MAX
                   Some living.

                             VINCENT
                   Head downtown...

                             MAX
                   What's downtown?

                             VINCENT
                   How are you at math? I was hired for
                   five hits. I did four.

                             MAX
                       (grim)
                   One more.

                             VINCENT
                   There you go...!

                             MAX
                   Whyn't you kill me and find another
                   cab.

                                                            (CONTINUED)

                                       9/27/03 MM revs. (buff)   90.
86B   CONTINUED:                                                       86B

                             VINCENT
                   'Cause you're good.
                       (shrugs)
                   We're in this together. You
                   know...fates intertwined. Cosmic
                   coincidence. All that crap...

                             MAX
                   You're full of shit.

                             VINCENT
                   I'm full of shit?
                       (beat)
                   You're a monument of it. You even                         
                   bullshitted yourself, all I am is
                   taking out the garbage. Bad guys
                   killing bad guys...

                             MAX
                   'Cause that's what you said...

                             VINCENT
                   And you believe me...?

                             MAX
                   What'd they do?

                             VINCENT
                   How do I know?
                       (beat)
                   But, they all got that "witness for                       
                   the prosecution" look to me. It's
                   probably some major federal indictment
                   against somebody who majorly does not
                   want to get indicted... I dunno.

                             MAX
                   That's the reason?

                             VINCENT
                   That's the "why." There is no reason.
                       (beat)
                   No good reason; no bad reason. To
                   live or to die.

                             MAX
                   Then what are you?

                             VINCENT
                       (looks up)
                   ...indifferent.

      Vincent hesitates, then back out the window...


                                                             (CONTINUED)

                                  9/30/03 MM revs. (cherry)   91.
86B   CONTINUED: (2)                                                86B

                           VINCENT (CONT'D)
                 Get with it. Get over it.
                 ...millions of galaxies of hundreds of
                 millions of stars and a speck on one
                 in a blink...that's us. Lost in
                 space. The universe don't care (about
                 you).
                     (beat)
                 The cop, you, me? Who notices?

                           MAX
                 What's with you...?                                      

                             VINCENT
                 As in...?

                           MAX
                 Man, if someone had a gun to your head
                 and said: "You gotta tell me what's
                 goin' on with that person across the
                 street, there, what they think, who
                 they are, how they feel, or I will
                 kill you"...they'd have to kill
                 you...wouldn't they...?
                     (beat)
                 'Cause you don't have a
                 clue...about...anyone.                                   
                     (struggling for the words)
                 ...I don't think you, you have a clue,                   
                 period. Did anyone "do" for you in
                 your life...? Ever? When you draw
                 breath in the morning? Open your eyes
                 in the a.m.? You
                 anticipate...anything? Want anything?
                 Expect anything? I don't think so...
                     (beat)
                 'Cause you are low, my brother, way
                 low... and some standard parts that are
                 supposed to be there?...with you,
                 aren't. So what happened to you, man?
                 What happened to you?

                           VINCENT
                 ...all the cabbies in LA, I get Max,
                 Sigmund Freud meets Dr. Ruth...

                           MAX
                 Answer the question.

                           VINCENT
                 Look in the mirror.
                     (on the attack)
                           (MORE)


                                                           (CONTINUED)

                                 9/30/03 MM revs. (cherry)   92.
86B   CONTINUED: (3)                                               86B

                           VINCENT (CONT'D)
                 ...with your paper towels...a bottle                    
                 of 409...a limo company someday. How
                 much you got saved?

                           MAX
                 None of your business.

                           VINCENT
                 Your business "plan?" Someday?
                 "Someday my dream'll come..."?
                     (beat)
                 And one night you'll wake up and
                 discover it all flipped on you.
                 Suddenly you're old. And it didn't
                 happen. And it never will. 'Cause
                 you were never going to do it, anyway.
                 The dream on the horizon became
                 yesterday and got lost. Then you'll
                 bullshit yourself, it could never have
                 been, anyway. And you'll recede it
                 into memory...and zone out in a
                 Barcalounger with daytime TV on for
                 the rest of your life...
                     (beat)
                 Don't talk to me about killing.                         
                 You're do-in' yourself. In this
                 yellow-and-orange prison. Bit by bit.
                 Every day.

      EXTREMELY CLOSE:   Max is soaking up every word.

                           VINCENT (CONT'D)
                 All it ever took was a down payment on
                 a Lincoln Town Car. What the hell are
                 you still doing in a cab?

      The needle on the speedometer is creeping past forty...

                           MAX
                 'Cause I never straightened-up and
                 looked at it, you know...?

                           VINCENT
                 Slow down.

                           MAX
                     (ignoring him)
                 ...myself, I should have. My brothers
                 did...
                     (beat)
                 Tried to gamble my way out from under.
                 (That was) Another born-to-lose deal!
                 Then, "it's gotta be perfect to go!"
                 You know? Risk all torqued-down.

      Needle pushing sixty...

                                                          (CONTINUED)

                                  9/30/03 MM revs. (cherry)   93.
86B   CONTINUED: (4)                                                86B

                           MAX (CONT'D)
                 But you know what? It doesn't matter.
                 What's it matter, anyway? 'Cause we
                 are...insignificant out here in this                         
                 big-ass nowhere. Twilight Zone shit.                         
                 Says the badass sociopath in my
                 backseat. So that's one thing I got
                 to thank you for, bro... Until now, I
                 never saw it that way...

      The cab goes blasting through an intersection on a red light.       A
      LOS ANGELES TIMES DELIVERY TRUCK SLAM ON ITS BRAKES as Max
      swerves, barely avoiding a collision.

                           VINCENT
                 That was a red light!

      Max glances in the rearview.

                           MAX
                 ...not until now. So what's it all
                 matter? It don't. Fuck it. Fix it.
                 Nothing to lose. Right?

      Vincent's H+K's aimed at Max's head.   Max almost laughs.

                           VINCENT
                 Slow the hell down!

                           MAX
                 Why? What are you gonna do? Pull the
                 trigger? Kill us? Go ahead, man!
                 Shoot...my ass.

                           VINCENT
                 Slow down!

                            MAX
                 Vincent?

      Their eyes meet in the rearview mirror. Vincent is arrested by
      a look in Max that he's not seen before. It's the even,
      confrontational look of a man with nothing to lose.

                           MAX (CONT'D)
                 Go fuck yourself.

      Max slams on the brakes and cranks the steering wheel hard
      right...

                                 9/27/03 MM revs. (buff)    93A.


87   EXT. STREET - RIGHT WHEEL                                     87

     hits a low divider...rear end comes unstuck, rotating over the
     front right and flipping the cab into a violent roll onto its
     roof, spinning down the street, SMASHING off other cars, pieces
     falling off, spewing glass...




                                                           (CONTINUED)

                                   9/30/03 MM revs. (cherry)   94.
87    CONTINUED:                                                     87

      ...and then settling upside-down, revolving slowly to a creaking
      stop, antifreeze spilling across the pavement.

      And then everything goes silent, motionless, still.

87A   INT. CAB                                                       87A

      Wreckage. Steam from the ruptured radiator. Crumpled metal.
      Missing hood. Disintegrated windshield...shattered glass.

      Max is trapped upside-down in his seatbelt, his roof half caved
      in, one side of his face streaked with blood. Alive but dazed.

      Movement in the back.    Sharp intake of breath.   Then a voice...

                              VINCENT
                   Well.   That was brilliant.

                             MAX
                   Was your seatbelt fastened, honey?

      -- and a BLOODY HAND shoots from the darkness behind him,            
      plunging an aluminum section that used to hold the perspex
      screen in place. Max jerks his head aside and the aluminum rail
      misses him by inches, ramming solidly into the headrest instead.

      Max releases his seatbelt, dropping and hitting the ceiling of
      the cab. Vincent, sardined in the reduced space in the back,
      lunges forward. Max wildly fights to keep the knife at bay and
      crawl out his window. We hear a POLICE SIREN. Vincent, eyes
      glittering, kicks out the window on the other side.

      Max, crawling away on the pavement, keeping low, the taxi
      between them, looks back...

      MAX'S POV:   VINCENT

      ...in a glimpse, running off into the night. Vincent's hand
      pulls the .45 Para Ordnance backup from his waistband.
      Vincent's SHOES CRUNCH on broken glass. He vanishes into
      darkness as the SIREN GROWS near...

      Max pushes painfully to his feet.    Looks around.

      A surreal moment. Max standing by his overturned cab, the empty
      city all around him, breathing the cool night air.

      Alive.

      It strikes him in that moment. He's survived the night. The
      blood pumping through his veins is a fact. It stuns him.
      Overwhelms him.



                                                           (CONTINUED)

                                   9/30/03 MM revs. (cherry)   95.
87A   CONTINUED:                                                     87A

      How good is life?

      The LAPD black and white screeches to a stop.      A SERGEANT gets
      out.

                             SERGEANT
                       (into radio)
                   12A75 requesting an RA unit at Grand
                   and 9th for a TC with injuries...

      SERGEANT, looking at the truly wrecked cab...

                             SERGEANT (CONT'D)
                   Are you alright? What happened?

      And the mundane beauty of the question makes Max look at him
      like he's crazy, and there are tears streaming down his face.
      The Sergeant approaches Max, gentle but firm:

                             SERGEANT (CONT'D)
                       (as if to a child)
                   You've been in an accident. An
                   ambulance is on the way to help you.
                   Do you understand what I am saying to
                   you? Sit down on the curb. Okay?
                       (Max nods)
                   Anybody else in there?

      Max shakes his head. The Sergeant shines his flashlight on the
      passenger compartment, concerned about Max.

                             SERGEANT (CONT'D)
                   Don't worry about the cab. They'll
                   get you a new one. You okay?                            

                             MAX
                       (finds his voice)
                   I'm...fine. Fine. Just dizzy and                        
                   shit.                                                   

                             SERGEANT
                   Sit there and breathe deep, sir.                        
                   You'll be okay.                                         

      The Sergeant, now at the rear of the cab, to make sure there's
      no gasoline spill, suddenly freezes, his flashlight beam finding
      the trunk lid ajar from the crash, and inside is the corpse of
      Ramone Gallardo in a sprawled heap.

                             SERGEANT (CONT'D)
                   Put your hands where I can see 'em!
                   Get on your knees! Slowly!

                             MAX
                   Huh?

                                                            (CONTINUED)

                                    10/2/03 MM revs. (tan)    96.
87A   CONTINUED: (2)                                                87A

      Sergeant's gun is out on Max. Max does as he's told, getting to
      his knees on the pavement. Curious. The whole thing strikes
      Max as insane. Absurd.

87B   OMIT                                                          87B

87C   EXT. STREET - MAX                                             87C

                            MAX
                   Sure. Arrest me. Take me in.    Police
                   station. LA County's good.

      ...and he's on his knees, hands on his head. Sergeant coming up
      behind him, covering him. Per procedure, Sergeant holsters his
      weapon, draws his cuffs, and grabs Max's right wrist, cuffing
      it.

      MAX (SLO-MO)

      One arm is brought down behind his back...

      MAX'S POV:   PUSH SLOWLY INTO DEBRIS

      from the wreckage. Granules of shattered safety glass. Max's
      on-board computer that Vincent used - upside down - and "ON"...
      And...

      TIGHTER ON MAX (SLO-MO)

      as he sees the display from Vincent's flash drive of the last       
      two targets. Max's falls forward and flattens his face on the
      pavement to see...




                                                            (CONTINUED)

                                   9/30/03 MM revs. (cherry)   97.
87C   CONTINUED:                                                      87C

      MAX'S POV PUSHING IN

      The split image.     On the left is Peter Yip.   On the right is...

      ANNIE FARRELL.     ASSISTANT U.S. ATTORNEY.

      MAX (SLO-MO)

      Breath goes out of him. Target #5 is Annie. As the Sergeant is        
      struggling for Max's left hand, now, Max's lunges for...              

      UNDER SHATTERED GLASS

      the visible grip of Vincent's .45 H+K.                                

      MAX

      pulls the Sergeant off-balance, whips the H+K around while still
      on his back, jamming the gun to the Sergeant's head. Sergeant's
      hand reaches for his holstered Beretta...

                             MAX (CONT'D)
                   Get your hand off your gun!

      Max jams the gun tighter to the Sergeant's head.     He's not
      certain where to point it.

                             MAX (CONT'D)
                   Look, someone's gonna get killed if I                    
                   don't, it's...                                           

                             SERGEANT
                       (cuts in)                                            
                   PUT YOUR GUN DOWN!

                              MAX
                   NO!   I gotta go, see, you don't...                      

                             SERGEANT
                       (cuts in)                                            
                   PUT THE GUN DOWN!

                             MAX
                   HEY, HEY! When did this become a
                   negotiation?

      Max grabs the gun out of the Sergeant's holster and tosses it
      under the car. He takes his second set of cuffs...

                             MAX (CONT'D)
                   Cuff yourself to the goddamn door.

      Sergeant cuffs his arm through the window frame of the open
      squad-car door. Max tosses the key. Trapped.

                                                            (CONTINUED)

                                    9/30/03 MM revs. (cherry)   98.
87C    CONTINUED: (2)                                                 87C

                            SERGEANT
                  You're in a world of shit...

                            MAX
                  Good! Do us a favor. Call the
                  police! I'm going to 6th and Fig.                          
                      (running off)                                          
                  I got no time to explain...                                

       ...and the last the Sergeant sees of him, Max is vanishing up
       the street into the darkness.

A87D   EXT. STREET - MAX                                              A87D   

       Running.

       Stripped of everything now. Operating purely on instinct.
       Vincent's gun in his right hand, handcuff dangling from his left
       wrist...

       Running.

       The city silent around him.    The only sound is his feet hitting
       the pavement...

       Running.

       TWO COP CARS rocketing through an intersection a block or so
       behind him, SIRENS WAILING. Max veers for cover, not breaking
       stride, pressing on...

       More distant SIRENS, now, police units responding...Max, racing
       up the middle of the street...

       Seeing a late-night PARTIER coming out of The Standard with a
       CELL PHONE, Max grabbing the phone right out of his hand as he
       sails past him, the Partier spinning around to chase after
       him...

                            PARTIER
                  Hey, asshole!

       Max whips around, H+K snapping up.

                              MAX
                  Fuck off!

       The man does. Max keeps running, dialing, fumbling Annie's
       business card from his pocket, getting the numbers wrong, trying      
       again...




                                                            (CONTINUED)

                                       9/2/03 MM revs. (green)   99.
87C   CONTINUED: (3)                                                   87C

      ...and he finally stops, gasping for breath, punching in the
      final numbers. LOUSY signal. CAMERA CIRCLES AROUND MAX                 
      TO REVEAL...                                                           

87D   EXT.    PARKING STRUCTURE                                        87D

      Max runs up the stairs of a parking structure to get a better          
      signal. He and we SEE...                                               

      MAX'S POV:    FEDERAL BUILDING

      across the freeway.    Dark offices.    Only a few have lights on.     
      Except...

      Three floors that are completely lit, 14th through 16th.

                             MAX
                       (gripping cell phone)
                   C'mon, go through, go through...

      Through intermittent CELL PHONE STATIC, we hear RINGING on the         
      other end...

87E   INT. FEDERAL BUILDING LOBBY - VINCENT - NIGHT                    87E

      uses a card similar to the one we saw in the front to gain             
      access to the elevator lobby without setting off the alarms.
      BUT this card's connected to a wristband with other key cards          
      and an identification card of a heavyset black woman. We don't
      understand...

      WIDER                                                                  

      beyond Vincent the lobby's vacancy is sinister...                      

87F   OMIT                                                             87F   

88    INT. ELEVATOR - NIGHT                                             88

      Vincent rides up, watching the numbers climb...

89    OMIT                                                              89

89A   EXT. PARKING STRUCTURE - NIGHT                                   89A

      Max waits, heart pounding, phone ringing, eyes scanning the            
      windows...

      He sees a FIGURE on the uppermost well-lit floor, 16, through          
      the south windows cross an office to grab the phone. Annie.
                                                  INTERCUT WITH:

                                9/2/03 MM revs. (green)    99A.


90   INT. US ATTORNEY'S OFFICE - ANNIE - NIGHT                    90    

     lays down some files and grabs up the phone, bleary from
     exhaustion. She wasn't kidding about pulling an all-nighter.




                                                          (CONTINUED)

                                 9/30/03 MM revs. (cherry)   100.
90    CONTINUED:                                                     90

                             ANNIE
                   Annie Farrell.

                             MAX
                       (gasping for breath)
                   Annie...it's Max.

                             ANNIE
                       (uncertain)
                   Max...

                             MAX
                   Max, the cab driver!

                             ANNIE
                       (beat)
                   Max?
                       (glances at clock)
                   ...kind of a strange time to be
                   calling...

                             MAX
                   Listen! Listen, okay? There's a man.
                   His name's Vincent. He's come to kill
                   you!

                             ANNIE
                   He's...what? Where are you...?                         

                             MAX
                       (shouting)
                   Kill you! He is coming to kill you!

                             ANNIE
                       (beat)
                   Is this a joke?   'Cause it is not
                   funny.

                             MAX
                   A guy, Felix, hired him! Or people
                   Felix works for. He's already killed
                   witnesses, now he's coming after you!
                   He was scoping out your building when
                   I dropped you off. I don't know what
                   happened, but he got into my cab.

90A   INT. ELEVATOR LOBBY - ELEVATOR DOORS                          90A

      slide open. Vincent emerges onto the floor, using a master key
      card to enter the office...

                                 9/30/03 MM revs. (cherry)    101.


91    INT. OFFICE - ANNIE                                             91

      tries to decipher what Max is saying through the CELL PHONE
      DROPOUTS:

                            ANNIE
                  Did you say Felix? As in Reyes-
                  Torrena? How do you know about my
                  case? I don't understand...

                            MAX
                  It doesn't matter! Get out of the
                  goddamn building...

92    INT. HALLWAY - NIGHT                                            92

      ...but it's too late, Vincent's at a wooden door in the wood-and-
      glass office interior with an "Assistant U.S. Attorney Annie
      Farrell" sign. He kicks in the door at the lock. It slams
      open. He's through, H+K up...

      REVERSE:   NOTHING

      Empty.   No one's home.   It's not the same office.    Vincent steps
      in...

92A   INT. 16TH FLOOR OFFICE                                         92A

      Annie finally grasps what Max is telling her:

                            ANNIE
                  ...okay, okay, Max, I believe
                  you...I'll get out of the building...

                            MAX
                  No, no, wait...!
93    OMIT                                                            93

93A   EXT. PARKING STRUCTURE - MAX                                   93A

      sees across the freeway: Vincent looking through Annie's
      office. It's on the 14th floor...

      LOW ANGLE PAST MAX                                                     

      CAMERA TILTS UP to reveal Annie two floors above. She's frozen         
      at a table in the law library on the south wall, phone to her          
      ear.                                                                   

93B   INT. 14TH FLOOR, ANNIE'S OFFICE - VINCENT                      93B

      SEES purse, take-out, coffee cups...Vincent KNOWS she's still          
      here.

                                                             (CONTINUED)

                                9/30/03 MM revs. (cherry)   101A.
93B   CONTINUED:                                                    93B

      And the ANGLE becomes OVER VINCENT out the window to the parking
      structure below and to the speck on the roof - Max, watching
      him.

93C   EXT. PARKING STRUCTURE - MAX                                  93C

                             MAX
                   ...he's two floors below you.




                                                            (CONTINUED)

                                 9/30/03 MM revs. (cherry)     102.
93C   CONTINUED:                                                      93C

                             ANNIE                                            
                   In my office?!

                             MAX
                   Where are you, what floor?

                             ANNIE
                   Sixteen, law library and files.                            

                             MAX
                   He doesn't know you're up there!    Stay
                   right where you are! Call 911!

                             ANNIE
                   Max, are you sure?

                             MAX
                   Call the goddamn police!   Don't move
                   from that spot...

94    INT. 14TH FLOOR - NIGHT                                         94

      Vincent pauses from examining offices with half-glass interior
      walls. His eyes going to a desk phone. Three banks of
      extensions. All dark. ONLY ONE of the extension buttons is
      GLOWING. Then it goes out. Then it lights up again.                     

      Glowing light. It's Annie calling 911.        Next to it is typed the   
      extension's location.

                           Files Section, 16th Fl.

      Vincent looks up.    He knows where she is.    CAMERA TILTS UP of
      his look...

95    OMIT                                                             95

95A   EXT. PARKING STRUCTURE - MAX                                    95A

      sees, realizes Vincent knows where she is...

                             MAX
                       (into cell phone)
                   Hang up. Hang up! Annie, get out!
                   He knows where you are!

96    INT. 16TH FLOOR FILES SECTION - ANNIE                           96

      lost in CELL PHONE INTERMITTENT CUT-OUT...




                                                              (CONTINUED)

                                   9/30/03 MM revs. (cherry)    103.
96    CONTINUED:                                                        96

                              ANNIE
                   Hello?   Max? What did you say?

      No use.   He's gone.   She punches a clear line, dials 911...

97    OMIT                                                              97

97A   EXT. PARKING STRUCTURE - MAX                                     97A

      frantically hits redial.     Nothing.   No signal.   SHRILL FAST-BUSY
      TONE. No cell service.

                             MAX
                   Shit!

      Pure desperation. He glances over the abutment to the grass
      slope below. No time to think. He acts. Fuck it. He jumps,
      clumsily, falling, rolling...

97B   FALLING DOWN THE SLOPE                                           97B

      with Max. Desperate, not graceful, pushing to his feet, ankle
      wrenched, racing/hobbling, grass-stained hoody, across...

97C   INT. 14TH FLOOR - LONG LENS ON MAX                               97C

      ...crossing the bridge over the Harbor Freeway to the office
      building...

98    INT. 16TH FLOOR FILES SECTION - NIGHT                            98

      ...as Annie listens to the 911 RECORDING:

                             VOICE
                   ...call will be answered in the order
                   received. If this is not an
                   emergency...

99    OMIT                                                              99

99A   EXT. FEDERAL BUILDING, LOBBY (GAS CO. WEST OVERVIEW) - MAX 99A

      enters. The sidewalk is elevated above the lobby. Through the
      brightly-lit glass walks Max sees the lobby is strangely vacant.        
      No security guards. (Then he SEES a LONG SMEAR OF BLOOD across          
      the white stone...)

99B   OMIT                                                             99B

100   INT. 16TH FLOOR FILES SECTION - ANNIE                            100

      finally hears a CLICK ON THE LINE as:



                                                               (CONTINUED)

                                        9/21/03 MM revs. (pink)    104.
100    CONTINUED:                                                          100

                               FEMALE VOICE (FILTERED)
                    911.   How can I help you...?

                              ANNIE
                    There's a man in the building!     He's
                    trying to kill me. I'm...

100A   INT. UTILITY ROOM, 16TH FLOOR - FIRE AX                            100A

       WHACK! Vincent swings it again, instantly severing the 16th
       floor's power and telephone trunk line. Sparks emit from the
       bundled cables in the thick conduit. He tosses the ax, exits
       into the hallway, jabs the elevator button...

100B   EXT. FEDERAL BUILDING, LOBBY (EAST VIEW) - MAX                     100B   

       appears. And SEES...dead NIGHT WATCHWOMAN squeezed behind the             
       security desk...                                                          

101    INT. FILES SECTION - NIGHT                                          101

       ...as Annie finds herself talking to a dead line:

                                ANNIE
                    ...hello?

       Meanwhile...

102    EXT. BUILDING LOBBY - NIGHT                                         102

       Max hurls a steel trash can at the glass wall with all his
       might. It just bounces off.

       Max pauses, stymied. He raises Vincent's H+K clumsily in one
       hand, braces himself, squeezes the trigger. Nothing. Is there
       a safety on this thing? He finds it.

       He tries again. FIRES TWO SHOTS into the glass door. The gun
       almost kicks out of his hand. But the door disintegrates. He
       walks through...

103    INT. 16TH FLOOR FILES SECTION - NIGHT                               103

       Annie, frozen with indecision.       What to do?    Stay or go?

       (In keeping with the building's design, a WALL OF GLASS
       separates this area from the corridor beyond, which is separated
       by glass from other offices and the lobby. Normally, you'd be
       able to see people working, walking the hallway.)

       Right now, the corridor's dark.       Terrifying.

       She forces herself to move, to cross the office, run now...for
       the door to the...

                                                                  (CONTINUED)

                                9/21/03 MM revs. (pink)   104A.
103   CONTINUED:                                                  103

      INTERNAL CORRIDOR

      ...but she only gets ten feet before she's stopped by...




                                                          (CONTINUED)

                                    9/30/03 MM revs. (cherry)      105.
103    CONTINUED: (2)                                                     103

       A door opening.      A SOFT FOOTSTEP.   Somebody's there.    Somebody     
       stealthy.                                                                 

       She backs up, against the floor-to-ceiling windows. Frozen.               
       Heart pounding. Listening. Against the city at night out the
       windows...                                                                

       She backs up, further towards the windows, back into...                   

103A   INT. FILES SECTION                                                 103A

       ...where she backs past file cabinets. Not deep enough.
       Nowhere to hide. So she backs along the glass. Nothing now but
       the CITY GLOW spilling faintly through the windows. Low shelves
       of legal books. Tables offering no cover. While...

       A SHADOW

       tracks against the city laid out to the south, the 110 and 10
       like arteries carrying white and red cells (headlights and
       taillights)...

       ANNIE crouches under a table and crawls backwards. She can't
       hear a thing. Her heart pounds. The silence makes her want to
       scream.

       A POV of empty, scary office. Over the table, b.g., is the
       glass wall running the length of the office area. The corridor
       beyond. Empty.

       A SHADOW...? Did she see a shadow pass against the murky
       darkness out there?

       A soft sound.    Feet on carpet. Did she hear it?     Is she
       imagining it?    The breath catches in her throat.    Eyes wide.

       THE SHADOW

       in the bullpen by a corridor.      It lurks, silently.    Waiting.
       It's Vincent.

       FRONTAL:   VINCENT

       And then he moves.     Softly.   Quietly...

       TIGHT ON ANNIE

       Under the table...by the windows. A huddled form against the
       city lights and helicopters. Waiting. Not breathing. Still as
       a statue. Then the urge is too strong.

       She's got to get out, get out now!

       Annie on her hands and knees, trying to crawl away,
       soundlessly...

                                                                (CONTINUED)

                                              8/24/03 MM revs.   106.
103A   CONTINUED:                                                       103A

       ...not realizing that walking upon her, SOUNDLESSLY, from the              
       back is Vincent. She doesn't know. He's a shadow in the                    
       dimness.

       ANNIE

       senses. Stops. Turns...and she sees the shape - twenty feet                
       away - of Vincent...the Para-Ordnance .45 coming up. The .45               
       cal barrel like a tunnel into nothingness.                                 

       VINCENT'S EYES

       are cold, indifferent.                                                     

       VINCENT'S FINGER                                                           

       squeezing off the slack on the trigger.                                    

       VINCENT'S EYES

       sense.    Stops.    Turns.                                                 

       A SILHOUETTE

       in a doorway. Aiming a gun. He's backlit by a red emergency                
       light on a rear wall. For a moment, Vincent can't bring himself            
       to believe it...                                                           

                                VINCENT
                    Max?

                              MAX
                    Let her go.

       Vincent smiles, it's harsh, almost canine...                               

                              VINCENT
                    What are you gonna do, shoot m--

       BLAM! A MUZZLE FLASH.        Vincent got kicked in the head.     He goes   
       sprawling.

       Max rushes up to Annie.      Grabs her arm, jerks her away...              

                                ANNIE
                    Max...?

       He pulls her to her feet. Both of them backing away, running               
       for the door. A GROAN. Max pulls her harder.                               

       VINCENT

       rises, gets behind cover. Sitting up, eyes glittering, hand                
       clasped to the side of his head, blood coursing through his
       fingers.

                                                              (CONTINUED)

                                 9/30/03 MM revs. (cherry)     107.
103A   CONTINUED: (2)                                                 103A

                            VINCENT
                  Jesus, Max. You shot my ear off.                           

       He pulls his hand away, sitting on the floor, staring at the          
       sheet of blood on his palm. He looks at the fleeing Max.

                            VINCENT (CONT'D)
                  Okay, MAX!

103B   INT. GLASS CORRIDORS - MAX                                     103B

       has the H+K aimed, backing for the elevator lobby...

103C   VINCENT APPEARS                                                103C

       around a corner, clearing space. Fast. His Para-Ordnance up.
       Max and Annie running, now... Vincent sees vague shapes...

       BOOM-BOOM! BOOM-BOOM! Gunshots punch through the glass, inches
       from Max and Annie, collapsing walls revealing Vincent against
       the LA-scape. Blossoms of white flame: BOOM-BOOM...

103D   INT. ELEVATOR LOBBY                                            103D

       ...and a moment later the GLASS WALL EXPLODES into the corridor,
       by a chair, CRASHING through it, followed by Vincent, into the
       elevator lobby, while...

103E   INT. ELEVATOR - MAX                                            103E

       hits the ground-floor button and "close," the doors taking a
       million years to do that. As they're sliding shut, he sees
       Vincent across the lobby, raising the gun...

       Max throws himself on Annie, both to the floor. BULLETS PUNCH
       through the paper-thin sheet-metal doors. But the elevator's
       moving now...

103F   INT. 16TH FLOOR HALLWAY                                        103F

       ...leaving Vincent behind.   He darts for the stairs.

103G   INT. ELEVATOR                                                  103G

       Max and Annie on the floor, breathing hard, staring at each
       other in wordless shock. They reach the ground floor...

103H   INT. BUILDING LOBBY                                            103H

       ...and Max drags her forward, the two of them racing across for
       the exit, seen WIDE + HIGH in REAR SHOT (Gas Co. lobby, running
       to S.E.)...

                                   9/30/03 MM revs. (cherry)   108.


103J    INT. BUILDING STAIRWELL                                       103J

        Vincent careens down the steps, the entire side of his head
        bloody, his ear mostly gone. He SLAMS through a door into --

103K    INT. LOBBY                                                    103K

        -- where he finds the elevator standing empty.   He hears a door
        alarm, turns, runs across the lobby...

103L    INT. LOWER LOBBY - VINCENT                                    103L

        enters and races down the frozen escalator to CAMERA.                  

A103M   INT. MTA - REAR SHOT:   MAX + ANNIE                        A103M       

        enter and run through the interior hall OR down the lower              
        staircase.                                                             

103M    INT./EXT. MTA - LOW/WIDE ANGLE:   VINCENT                     103M

        entering from the street, diagonally, down to CAM.     (The office
        building is behind him.)

104     OMIT                                                           104     

105     INT. BOARDING PLATFORMS (GREEN LINE) - MAX + ANNIE            105      

        race towards the boarding area.                                        

        Hardly anyone in sight, except for an OLD WHITE HOMELESS GUY           
        with a TV set in a shopping cart powered by a car battery.             

                               MAX                                             
                     CALL THE POLICE!

        He stares at them like they're nuts.   They run towards the empty      
        platform. No train!                                                    

        Neon-lit, strange art, like dead people floating in a pool,            
        hangs from the ceiling.                                                

        Max and Annie run, turning this way and that, trying to decide         
        what to do.                                                            

A105A   OVER MAX + ANNIE - SAME                                    A105A       

        They run down ANOTHER STAIRCASE where we see the BLUE LINE             
        PLATFORMS, running at 90 degrees. No train there, either!       They   
        race down, anyway to get away, because...                              

                               9/30/03 MM revs. (cherry)   108A.


105A   EXT. TOP OF STAIRS TO GREEN LINE PLATFORM - REAR SHOT:      105A   
       VINCENT                                                            

       runs into frame, SEES Max and Annie 50-75 yards away, racing       
       down the stairs to the Blue Line...a difficult shot, Vincent       
       aims, elevates the front sight...




                                                           (CONTINUED)

                                   9/30/03 MM revs. (cherry)    109.
105A    CONTINUED:                                                     105A

        BOOOOOM!   BOOOOOM!   BOOOOOM!   Vincent FIRES THREE ROUNDS...         

105B    INT. BLUE LINE PLATFORM - MAX + ANNIE                          105B    

        cut by .45 caliber bullets chewing craters in the ceramic tiles        
        inches from them.

106     INT. BLUE LINE - MAX + ANNIE                                    106    

        HEAR, NOW, A TRAIN PULL IN. BUT it's upstairs on the Green             
        Line. They run down the platform for the stairs back UP!               

A106A   INT. GREEN LINE PLATFORM - VINCENT                          A106A      

        running, SEES the train arriving on the OPPOSITE PLATFORM. He          
        looks down to the stairs to the Blue Line. A train pulls in            
        there, too! Decision time.                                             

B106A   INT. GREEN LINE, THE FOURTH SUBWAY CAR - MAX + ANNIE        B106A      

        ...are discovered crawling into the car. They collapse, low on         
        the floor, waiting for the doors to close, the train to pull           
        out, hoping Vincent hasn't followed...                                 

        VINCENT                                                                

        has to decide, has to second-guess Max. A beat. The train sits         
        there for seconds. It seems like hours, like fucking forever.          
        Vincent riveted to the spot. Max + Annie praying Vincent               
        doesn't appear.                                                        

        The doors start to close, sliding irrevocably shut.                    

        VINCENT                                                                

        Then he knows. With no hesitation, he leaps off the platform           
        onto the rails as the train starts to pull out.                        

C106A   INT. FOURTH SUBWAY CAR - MAX + ANNIE                        C106A      

        are at the sliding which adjoins the fourth car to the                 
        third car. The train's picking up speed. Where's Vincent?         As   
        a precaution, they start for the third car.                            

D106A   EXT. MTA - HELICOPTER FROM ABOVE                            D106A      

        ...we're out of the subway on the surface...                           

106A    INT. THIRD CAR - MAX + ANNIE                                   106A    

        low, down the aisle of the third car, rising for the door.       And   
        Max turns and looks:                                                   



                                                               (CONTINUED)

                               9/30/03 MM revs. (cherry)   109A.
106A   CONTINUED:                                                  106A

       VINCENT                                                            

       standing in the fourth car, staring at him.                        

106B   OMIT                                                        106B   

                                  9/30/03 MM revs. (cherry)    110.


106C   INT. SECOND CAR - MAX + ANNIE                                  106C   

       race in as ROUNDS pound through glass into the second car.            
       ROUNDS SLAM through metal and glass.                                  

106D   INT. FOURTH CAR - VINCENT - NIGHT                              106D   

       VINCENT                                                               

       is coming...                                                          

       VARIOUS ANGLES

       ...and the SEQUENCE BUILDS, Vincent working toward the front...
       Max and Annie desperately looking for cover. City racing by.
       Train racing by city. A few RAGGED PASSENGERS trying to huddle
       out of harm's way with nowhere to go. As the TRAIN THUNDERS AND
       SHRIEKS over the track junctures...

       THE FIRST CAR

       Max and Annie rush in, slide the door shut. This is as far as
       they can go. They drop into a crouch at the door, breathing
       hard, terrified, Max with his back against the wall, arm stiffly
       keeping the door handle wedged tight, his head just below the
       door's window. A harsh, ragged whisper:

                            ANNIE
                  Where's the next station?

       A frozen moment. Eyes locked. Knowing they're probably going
       to die together, even though they hardly know each other.

       THE TRAIN GOES BLACK, LIGHTS DYING AS THEY SHRIEK OVER ANOTHER
       JUNCTURE...then the LIGHTS RETURN, stuttering.

       Max rises slightly up, peers over the lip of the window. Here
       comes fucking Vincent down the aisle of the second car. He sees
       Max. He shouts, barely audible from here...
                            VINCENT
                  YOU CAN'T WIN, MAX!   I DO THIS FOR A
                  LIVING!

       ...and he keeps coming, .45 at his side, a sheet of blood down
       his face from the missing part of his ear.

       ...the visage of Vincent, the .45 in his hands, scares the shit
       out of the early-morning passengers.

       ...and Max clutches the H+K, takes a deep, shaky breath, his
       eyes on Annie's, not even sure in that moment what he's going to
       do, probably die, and he lunges up, Vincent not ten feet away...

       AND THE TRAIN GOES DARK.

                                                              (CONTINUED)

                               9/30/03 MM revs. (cherry)   110A.
106D   CONTINUED:                                                  106D

       A BLIZZARD OF MUZZLE FLASHES, both men FIRING THROUGH THE
       WINDOWS at each other, GLASS SHATTERING between the cars and
       getting sucked away by the wind, Max screaming, face lit only by
       the GUNFIRE, clumsy in how he holds Vincent's H+K, firing one-
       handed, not aiming, not looking where he's shooting...Vincent's
       Para-Ordnance BOOMING OUT MASSIVE ERUPTIONS OF FLAME...




                                                           (CONTINUED)

                                9/30/03 MM revs. (cherry)    111.
106D   CONTINUED: (2)                                               106D

       ...and then abrupt silence as the LIGHTS RETURN, Max looking        
       down, his expression nearly childlike with terror. He stares at
       the H+K in his shaking hand, sees the slide is locked back -
       gun's empty. He rises up. His look says, "go ahead, kill
       me..." through the shattered window.

       Vincent's standing in the other car, right where we left him.
       Watching Max. A little smile on his face.

107    INT. VINCENT'S CAR - NIGHT                                   107

       Vincent ejects the empty magazine. Before it even hits the
       floor or at his feet...Vincent's hand loading a full mag, the
       weapon pointed at Max, like it was when he reloaded and shot
       Peter Yip the first time.

       Odd, though. His fingers aren't working that well. His
       brilliant sleight-of-hand seems gone. He fumbles the reload, in
       fact.

       The magazine of stacked .45's drops, landing at his feet among
       the expended casings. A few fresh droplets of blood patter
       quietly.

       Vincent considers picking up the mag, but it suddenly seems like
       way too much trouble. He blinks at the .45 in his hand, as if
       confused, then turns and starts unsteadily back toward the back
       of the car.

       The .45 slips from his fingers, clattering to the floor.

       Max watches Vincent walk away.

       Vincent only makes it halfway. He has to sit. He grabs an
       aluminum pole, eases himself onto the seat, trying to catch his
       breath.

       Max slides his door open, steps across the bridge between cars.
       Slides the second door open. Enters.

       Vincent turns his head slightly, watching Max draw cautiously
       nearer. Max stares down, seeing the blood spreading across the
       floor beneath Vincent. Turning into quite a pool.

       Vincent tries to speak, can't quite manage. Max sits across
       from him. Annie appears in b.g., watching them.

       VINCENT + MAX

       sit there, riding the train.   Softly:

                            MAX
                  We're almost at the next station.


                                                            (CONTINUED)

                                  10/9/03 MM revs. (yellow)    112.
107    CONTINUED:                                                      107

       Vincent smiles faintly. He leans his head toward Max as if
       conferring a secret. In a halting whisper:

                              VINCENT
                    Guy. Gets on a subway. Dies.
                        (off Max's look)
                    Think anybody'll notice?

       MAX

       looks into Vincent's eyes. It means "I'm that guy" and "will
       anybody notice me when I'm gone?"

       VINCENT

       leans back, gazing straight ahead now.   Rocking gently with the
       motion of the train...

       ...and with much effort and to Max's amazement, Vincent emits a
       soft, rasping wheeze, but it's a faint laugh all the same.

       Max has no idea what's so funny to a dying man.    Vincent looks.

       Max follows his gaze. There, right across the car, among all
       the ADVERTISEMENTS near the ceiling, is:

       AN AD

       The whitest sand and bluest sea you can imagine.   A dream place.
       Limitless horizon.                                                    

107A   INT. VINCENT'S CAR - MAX - DAWN                                107A

       Vincent's no longer laughing.   In fact, Vincent's no longer
       doing anything. Ever.

       Annie comes to Max and sits. She shivers. Max takes off his
       zippered, hooded sweatshirt and puts it around Annie. It's a
       small gesture. But it's a protective and confident act... She
       takes his hand. Dawn lightens the sky ahead. They ride the
       train together, side by side, neither saying a word. For now.

       The train pulls in to a station...

       WIDE ANGLE OF SUBWAY CAR

       ...and Max pulls Annie to her feet. The doors open. They
       silently get off. The first sideways streams of yellow light
       shaft into the station.

       The doors close again.   The train pulls out.




                                                              (CONTINUED)

                                         8/24/03 MM revs.   113.
107A   CONTINUED:                                                  107A

       WE HOLD ON Vincent for a while. Riding the train by himself,
       into the dawn, his head back as if sleeping, alone in the car,     
       as the sun rises.

       Another dead guy on the subway...riding into a new day.

       And Max, in his Polo shirt and dirty pants, an arm around Annie,   
       wearing his stained sweatshirt, rises to us up the                 
       escalator...freeways, arteries of traffic behind them.             

                                              FADE OUT