





                                     DOUBLE INDEMNITY

                                           by

                            Billy Wilder and Raymond Chandler

                                   Based on the novel
                          "Double Indemnity In Three Of A Kind"

                                    by James M. Cain.















                                                       FADE IN:

               A-1 LOS ANGELES - A DOWNTOWN INTERSECTION

               It is night, about two o'clock, very light traffic. At the
               left and in the immediate foreground a semaphore traffic
               signal stands at GO. Approaching it at about thirty miles per
               hour is a Dodge 1938 coupe. It is driven erratically and
               weaving a little, but not out of control. When the car is
               about forty feet away, the signal changes to STOP. Car makes
               no attempt to stop but comes on through.

               A-2 A LIGHT NEWSPAPER TRUCK

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

               A-3 THE COUPE

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

               A-4 THE COUPE

               stops. The headlights are turned off. For a second nothing
               happens, then the car door opens slowly. A man eases himself
               out onto the sidewalk and stands a moment leaning on the open
               door to support himself. He's a tall man, about thirty- five
               years old. From the way he moves there seems to be something
               wrong with his left shoulder. He straightens up and painfully
               lowers his left hand into his jacket pocket. He leans into
               the car. He brings out a light-weight overcoat and drapes it
               across his shoulders. He shuts the car door and walks toward
               the building.

               A-5 ENTRANCE OF THE BUILDING

               Above the closed, double-plate glass doors is lettered:
               "PACIFIC BUILDING". To the left of entrance there is a
               drugstore, closed, dark except for a faint light in the back.
               The man comes stiffly up to the doors. (CAMERA HAS MOVED UP
               WITH HIM). He tries the doors. They are locked. He knocks on
               the glass. Inside, over his shoulder, the lobby of the
               building is visible: a side entrance to the drugstore on the
               left, in the rear a barber shop and cigar and magazine stand
               closed up for the night, and to the right two elevators. One
               elevator is open and its dome light falls across the dark
               lobby. The man knocks again. The night watchman sticks his
               head out of the elevator and looks toward entrance. He comes
               out with a newspaper in one hand and a half-eaten sandwich in
               the other.
               He finishes the sandwich on the way to the doors, looks out
               and recognizes the man outside, unlocks the door and pulls it
               open.

                                   NIGHT WATCHMAN
                         Hello there, Mr. Neff.

               Neff walks in past him without answering.

               A-6 INT. LOBBY

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

               A-7 ELEVATOR

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

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

                                   NEFF
                             (Tight-lipped)
                         Late enough.

                                   NIGHT WATCHMAN
                         You look kind of all in at that.

                                   NEFF
                         I'm fine. Let's ride.

               Night watchman pulls lever, doors close and elevator rises.

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

                                   NEFF
                         Okay.

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

                                   NEFF
                             (Scarcely listening)
                         Uh-huh.

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

                                   NIGHT WATCHMAN
                             (Surly)
                         Twelve.

               The door opens. Across a small dark reception room a pair of
               frosted glass doors are lettered: PACIFIC ALL-RISK INSURANCE
               COMPANY - FOUNDED 1906 - MAIN OFFICE. There is a little light
               beyond the glass doors. Neff straightens up and walks heavily
               out of the elevator, across reception room to doors. He
               pushes them open. The night watchman stares after him
               morosely, works lever, elevator doors start to close.

               A-8 TWELFTH FLOOR INSURANCE OFFICE
               Note for set-designer: Our Insurance Company occupies the
               entire eleventh and twelfth floors of the building. On the
               twelfth floor are the executive offices and claims and sales
               departments. These all open off a balcony which runs all the
               way around. From the balcony you see the eleventh floor
               below: one enormous room filled with desks, typewriters,
               filing cabinets, business machines, etc.

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

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

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

               A-10 NEFF

               MOVES AWAY FROM THE RAILING WITH A FAINT SMILE ON HIS FACE,
               AND WALKS PAST TWO OR THREE OFFICES (CAMERA WITH HIM) TOWARDS
               A GLASS DOOR WITH NUMBER TWENTY-SEVEN ON IT AND THREE NAMES:
               HENRY B. ANDERSON, WALTER NEFF, LOUIS L. SCHWARTZ. NEFF OPENS
               THE DOOR.

               A-11 INT. NEFF'S OFFICE - DARK

               Three desks, filing cabinets, one typewriter on stand, one
               dictaphone on fixed stand against wall with rack of records
               underneath, telephones on all three desks. Water cooler with
               inverted bottle and paper cup holder beside it. Two windows
               facing toward front of building. Venetian blinds. No
               curtains. Waste basket full, ash trays not emptied. The
               office has not been cleaned. Neff enters, switches on desk
               lamp. He looks across at dicta phone, goes heavily to it and
               lifts off the fabric cover. He leans down hard on the
               dictaphone stand as if feeling faint. He turns away from
               dictaphone, takes a few uncertain steps and falls heavily
               into a swivel chair. His head goes far back, his eyes close,
               cold sweat shows on his face.
               For a moment he stays like this, exhausted, then his eyes
               open slowly and look down at his left shoulder. His good hand
               flips the overcoat back, he unbuttons his jacket, loosens his
               tie and shirt. This was quite an effort. He rests for a
               second, breathing hard. With the help of his good hand he
               edges his left elbow up on the arm-rest of the chair,
               supports it there and then pulls his jacket wide. A heavy
               patch of dark blood shows on his shirt. He pushes his chair
               along the floor towards the water cooler, using his feet and
               his right hand against the desk, takes out a handkerchief,
               presses with his hand against the spring faucet of the
               cooler, soaks the handkerchief in water and tucks it,
               dripping wet, against the wound inside his shirt. Next, he
               gets a handful of water and splashes it on his face. The
               water runs down his chin and drips. He breathes heavily, with
               closed eyes. He fingers a pack of cigarettes in his shirt
               pocket, pulls it out, looks at it. There is blood on it. He
               wheels himself back to the desk and dumps the loose
               cigarettes out of the packet. Some are blood-stained, a few
               are clean. He takes one, puts it between his lips, gropes
               around for a match, lights cigarette. He takes a deep drag
               and lets smoke out through his nose. He pulls himself toward
               dictaphone again, still in the swivel chair, reaches it,
               lifts the horn off the bracket and the dictaphone makes a low
               buzzing sound. He presses the button switch on the horn. The
               sound stops, the record revolves on the cylinder. He begins
               to speak:

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

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

               He picks up the horn again.

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

               As he goes on speaking, SLOW DISSOLVE TO:

               A-12 DIETRICHSON HOME - LOS FELIZ DISTRICT

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

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

               A-13 EXT. DIETRICHSON HOME - ENTRANCE DOOR

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

                                   NEFF
                         Mr. Dietrichson in?

                                   MAID
                         Who wants to see him?

                                   NEFF
                         The name is Neff. Walter Neff.

                                   MAID
                         If you're selling something --

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

               He pushes past her into the house.

               A-14 HALLWAY - DIETRICHSON HOME

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

                                   MAID
                         Listen, Mr. Dietrichson's not in.

                                   NEFF
                         How soon do you expect him?

                                   MAID
                         He'll be home when he gets here, if
                         that's any help to you. At this
                         point a voice comes from the top of
                         the stairs.

                                   VOICE
                         What is it, Nettie? Who is it? Neff
                         looks up.

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

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

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

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

               A-16 SHOOTING DOWN FROM UPPER LANDING

               Neff looks up, takes his hat off.

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

               A-17 PHYLLIS

                                   PHYLLIS
                         Pacific all-what?

               A-18 NEFF

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

               A-19 PHYLLIS

                                   PHYLLIS
                         Is there anything I can do?

               A-20 NEFF

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

                                   A-21 PHYLLIS
                         She glances over her towel costume.

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

               A-22 NEFF

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

               A-23 PHYLLIS

                                   PHYLLIS
                         That's all right. If you can wait
                         till I put something on, I'll be
                         right down. Nettie, show Mr. Neff
                         into the living room. She turns
                         away as gracefully as one can with
                         a towel for a wrapper.]

               A-24 ENTRANCE HALL

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

                                   NEFF
                         Where would the living room be?

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

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

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

               A-25 LIVING ROOM

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

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

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

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

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

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

               CAMERA PULLS BACK WITH HER INTO THE LIVING ROOM.

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

                                   NEFF
                         It's perfect for my money.

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

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

                                   PHYLLIS
                         What story?

                                   NEFF
                         The Philadelphia story. What are we
                         talking about?

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

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

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

                                   NEFF (CONT'D)
                         We've been handling this insurance
                         for three years for Mr.
                         Dietrichson...
                             (His eyes have caught the
                              anklet)
                         That's a honey of an anklet you're
                         wearing, Mrs. Dietrichson. Phyllis
                         smiles faintly and covers the
                         anklet with her dress.

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

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

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

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

                                   NEFF
                         That would be fine with me.

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

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

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

                                   NEFF
                         If your husband's a member.

                                   PHYLLIS
                         No, he isn't.

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

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

                                   NEFF (CONT'D)
                         For instance, we're writing a new
                         kind of fifty percent retention
                         feature in the collision coverage.
                         Phyllis stops in her walk.

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

                                   NEFF
                         I've had eleven years of it.

                                   PHYLLIS
                         Doing pretty well?

                                   NEFF
                         It's a living.

                                   PHYLLIS
                         You handle just automobile
                         insurance, or all kinds?

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

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

                                   PHYLLIS
                         Accident insurance?

                                   NEFF
                         Accident insurance? Sure, Mrs.
                         Dietrichson.

               His eyes fall on the anklet again.

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

                                   PHYLLIS
                         Just my name.

                                   NEFF
                         As for instance?

                                   PHYLLIS
                         Phyllis.

                                   NEFF
                         Phyllis. I think I like that.

                                   PHYLLIS
                         But you're not sure?

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

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

                                   NEFF
                         Who?

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

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

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

                                   NEFF
                         How fast was I going, officer?

                                   PHYLLIS
                         I'd say about ninety.

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

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

                                   NEFF
                         Suppose it doesn't take.

                                   PHYLLIS
                         Suppose I have to whack you over
                         the knuckles.

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

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

                                   NEFF
                         That tears it.

               Neff takes his hat and briefcase.

                                   NEFF (CONT'D)
                         Eight-thirty tomorrow evening then,
                         Mrs. Dietrichson.

                                   PHYLLIS
                         That's what I suggested.

               They both move toward the archway.

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

                                   NEFF
                         Will you be here, too?

                                   PHYLLIS
                         I guess so. I usually am.

                                   NEFF
                         Same chair, same perfume, same
                         anklet?

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

                                   NEFF
                         I wonder if you wonder. He walks
                         out.

               A-28 EXT. DIETRICHSON HOME - (DAY)

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

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

               A-29 ENTRANCE DOOR, DIETRICHSON HOME

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

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

               A-30 NEFF

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

               A-31 ENTRANCE DOOR

               The peep window is quickly closed from inside.

               A-32 STREET

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

                                                       DISSOLVE TO:

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

               CAMERA HIGH

               ACTIVITY ON THE ELEVENTH FLOOR BELOW. TYPEWRITERS WORKING,
               ADDING MACHINES, FILING CLERKS, SECRETARIES, AND SO FORTH.
               NEFF, WEARING HIS HAT AND CARRYING HIS BRIEFCASE, ENTERS FROM
               THE VESTIBULE. HE WALKS TOWARDS HIS OFFICE. HE PASSES A FEW
               SALESMEN, ETC. THERE IS AN EXCHANGE OF GREETINGS. JUST AS HE
               REACHES HIS OFFICE A SECRETARY COMES OUT. SHE STOPS.

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

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

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

               BARTON KEYES - CLAIMS MANAGER

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

               A-34 KEYES: OFFICE - (DAY)

               A minor executive office, not too tidy: large desk across one
               corner, good carpet, several chairs, filing cabinet against
               one wall, a dictaphone on the corner of the desk. Keyes is
               sitting behind the desk with his coat off but his hat on. A
               cigar is clamped in his mouth, ashes falling like snow down
               his vest, a gold chair and elk's tooth across it. On the
               other side of the desk sits Sam Gorlopis. He is a big, dumb
               bruiser, six feet three inches tall -- a dirty work shirt and
               corduroy pants, rough, untidy hair, broad face, small piggish
               eyes.
               He holds a sweat-soaked hat on his knee with a hairy hand. He
               is chewing gum rapidly. As Neff opens the door, Keyes is
               giving it to Gorlopis.

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

                                   GORLOPIS
                         Sez you. All I want is my money.

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

               He sees Neff standing inside the door.

                                   KEYES (CONT'D)
                         Come in, Walter. This is Sam
                         Gorlopis from Inglewood.

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

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

               He looks cautiously sideways at Keyes.

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

                                   GORLOPIS
                         Yes, sir.

                                   KEYES
                         And didn't even singe his eyebrows.

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

                                   KEYES
                         You got a wife, Gorlopis?

                                   GORLOPIS
                         Sure I got a wife.

                                   KEYES
                         You got kids?

                                   GORLOPIS
                         Two kids.

                                   KEYES
                         What you got for dinner tonight?

                                   GORLOPIS
                         We got meat loaf.

                                   KEYES
                         How do you make your meat loaf,
                         Gorlopis?

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

                                   KEYES
                         How much garlic?

                                   GORLOPIS
                         Lotsa garlic, Mr. Keyes.

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

                                   GORLOPIS
                         What for?

                                   KEYES
                             (Yelling)
                         And no meat loaf, Gorlopis!

                                   GORLOPIS
                         I didn't do nothin'.

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

                                   GORLOPIS
                         What little man?

                                   KEYES
                         The little man in here. He pounds
                         the pit of his stomach.

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

                                   GORLOPIS
                         What shavings?

                                   KEYES
                         The ones you soaked with kerosene
                         and dropped a match on. Gorlopis
                         cringes under the impact.

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

                                   KEYES
                         That's one way of putting it.

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

                                   KEYES
                         Sign this and you'll feel fine.

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

                                   KEYES (CONT'D)
                         Right there. It's a waiver on your
                         claim.

               Gorlopis hesitates, then signs laboriously.

                                   KEYES (CONT'D)
                         Now you're an honest man again.

                                   GORLOPIS
                         But I ain't got no more truck.

                                   KEYES
                         Goodbye, Gorlopis.

                                   GORLOPIS
                             (Still bewildered)
                         Goodbye, Mr. Keyes.

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

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

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

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

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

                                   GORLOPIS
                             (Stupefied)
                         Thank you, Mr. Keyes. He goes out,
                         closing the door after him. Keyes
                         takes his cigar stub from his mouth
                         and turns it slowly in the flame of
                         a lighted match.

               He turns to Neff.

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

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

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

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

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

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

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

                                   NEFF
                         I love you, too.

               He walks out, still grinning.

               A-35 EXT. OFFICES - TWELFTH FLOOR

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

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

               A-36 INT. NEFF'S OFFICE

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

               A-37 INSERT - CLOSEUP - CALENDAR PAGE

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

                                                       DISSOLVE TO:

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

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

                                   PHYLLIS
                         Hello, Mr. Neff.

               He stands there with a little smile.

                                   PHYLLIS (CONT'D)
                         Aren't you coming in?

                                   NEFF
                         I'm considering it.

               He comes in.

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

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

               She leads him toward living room.

               A-39 DIETRICHSON LIVING ROOM

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

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

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

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

               She pours herself a glass of tea.

                                   PHYLLIS (CONT'D)
                         About those renewals, Mr. Neff. I
                         talked to my husband about it.

                                   NEFF
                         You did?

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

                                   NEFF
                         But he's not?

                                   PHYLLIS
                         No.

                                   NEFF
                         That's terrible.

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

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

                                   PHYLLIS
                         Lemon? Sugar?

                                   NEFF
                         Fix it your way.

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

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

               She hands him the tea.

                                   NEFF (CONT'D)
                         Like running the vacuum cleaner.

                                   PHYLLIS
                         Fresh.

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

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

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

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

                                   NEFF
                         They say native Californians all
                         come from Iowa.

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

                                   NEFF
                         Make it Walter.

                                   PHYLLIS
                         Walter.

                                   NEFF
                         Right.

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

                                   NEFF
                         Twenty percent. Why?

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

                                   NEFF
                         I can always use it.

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

                                   NEFF
                         Not for an executive, is it?

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

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

                                   PHYLLIS
                         Please don't talk like that.

                                   NEFF
                         But that's the idea.

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

                                   NEFF
                         Bad.

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

                                   NEFF
                         It could.

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

                                   NEFF
                         Uh huh.

                                   PHYLLIS
                         What kind of insurance could he
                         have?

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

                                   PHYLLIS
                         Capital sum? What's that?

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

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

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

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

                                   NEFF
                         They're all tough at first.

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

                                   NEFF
                         Sounds pretty dull.

               Phyllis shrugs.

                                   PHYLLIS
                         So I just sit and knit.

                                   NEFF
                         Is that what you married him for?

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

                                   NEFF
                         Anytime his thumbs get tired --

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

                                   NEFF
                         How's that again.

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

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

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

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

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

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

                                   PHYLLIS
                         Is there anything wrong with it?

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

                                   PHYLLIS
                         What crown block?

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

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

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

                                   PHYLLIS
                         Are you crazy?

                                   NEFF
                         Not that crazy. Goodbye, Mrs.
                         Dietrichson.

               He picks up his hat.

                                   PHYLLIS
                         What's the matter?

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

                                   PHYLLIS
                         Get away with what?

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

                                   PHYLLIS
                         That's a horrible thing to say!

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

                                   PHYLLIS
                         I think you're rotten.

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

                                   PHYLLIS
                         Get out of here.

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

               He goes out. She looks after him.

               A-40 EXT. DIETRICHSON HOME - (DAY)

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

                                                       DISSOLVE TO:

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

               A-41 DRIVE-IN RESTAURANT - (DAY)

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

                                                       DISSOLVE TO:

               A-42 INT. BOWLING ALLEY

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

                                                       DISSOLVE TO:

               A-43 EXT. APARTMENT HOUSE - (DUSK)

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

                                                       DISSOLVE TO:

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

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

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

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

               The doorbell rings.

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

               Neff goes to the door and opens it.

                                   PHYLLIS
                         Hello.

               Neff just looks at her.

                                   PHYLLIS (CONT'D)
                         You forgot your hat this afternoon.

               She has nothing in her hands but her bag.

                                   NEFF
                         Did I?

               He looks down at her hands.

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

                                   NEFF
                         Sure. Put it on the chair.

               She comes in. He closes the door.

                                   NEFF (CONT'D)
                         How did you know where I live?

                                   PHYLLIS
                         It's in the phone book.

               Neff switches on the standing lamp.

                                   PHYLLIS (CONT'D)
                         It's raining.

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

               She starts to take off her coat.

                                   NEFF (CONT'D)
                         Your husband out?

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

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

                                   PHYLLIS (CONT'D)
                         It's about time you said you're
                         glad to see me.

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

                                   PHYLLIS
                         Like what?

                                   NEFF
                         Like it was this afternoon.

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

                                   NEFF
                         Okay.

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

                                   NEFF
                         What do you want me to do?

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

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

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

                                   NEFF
                         That's what I mean.

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

                                   NEFF (CONT'D)
                         What's the matter now?

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

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

                                   PHYLLIS
                         I oughtn't to have come.

                                   NEFF
                         Maybe you oughtn't.

                                   PHYLLIS
                         You want me to go?

                                   NEFF
                         If you want to.

                                   PHYLLIS
                         Right now?

                                   NEFF
                         Sure. Right now.

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

                                   NEFF (CONT'D)
                         How were you going to do it?

                                   PHYLLIS
                         Do what?

                                   NEFF
                         Kill him.

                                   PHYLLIS
                         Walter, for the last time --

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

                                   NEFF
                         I'm crazy about you, baby.

                                   PHYLLIS
                         I'm crazy about you, Walter.

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

                                   PHYLLIS
                         Something French. I bought it down
                         at Ensenada.

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

                                   PHYLLIS
                         Bourbon is fine, Walter.

               He lets her go and moves toward the dinette.

               A-45 THE DINETTE AND KITCHEN

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

                                   NEFF
                         Soda?

                                   PHYLLIS
                         Plain water, please.

                                   NEFF
                         Get a couple of glasses, will you.

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

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

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

                                   PHYLLIS
                         Who didn't?

                                   NEFF
                         His wife.

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

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

                                   PHYLLIS
                         Perhaps it was worth it to her.

               Neff hands her a glass.

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

               They move back toward the living room.

               A-46 LIVING ROOM

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

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

                                   NEFF
                         A colored woman comes in twice a
                         week.

                                   PHYLLIS
                         You get your own breakfast?

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

               They sit on the davenport, fairly close together.

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

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

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

                                   NEFF
                         Ever think of a divorce?

                                   PHYLLIS
                         He wouldn't give me a divorce.

                                   NEFF
                         I suppose because it would cost him
                         money.

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

                                   NEFF
                         But he had when you married him?

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

                                   NEFF
                         And now you hate him.

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

                                   NEFF
                         Nothing for you at all, huh?

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

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

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

                                   NEFF
                         Only sometimes you wish he was
                         dead.

                                   PHYLLIS
                         Perhaps I do.

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

                                   PHYLLIS
                         Perhaps that too.

               She takes a long drink.

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

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

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

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

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

                                   NEFF (CONT'D)
                         Just stop thinking about it, will
                         you.

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

                                                       DISSOLVE TO:

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

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

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

                                                       DISSOLVE TO:

               A-48 INT. NEFF'S APARTMENT LIVING ROOM

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

                                   PHYLLIS
                         I've got to go now, Walter.

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

                                   PHYLLIS (CONT'D)
                         Will you call me, Walter?

               Neff still does not answer.

                                   PHYLLIS (CONT'D)
                         Walter!

               He looks at her slowly, almost absently.

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

                                   NEFF
                         Sure I believe you.

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

                                   NEFF
                         You're not going to hang, baby.

                                   PHYLLIS
                         It's better than going on this way.

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

                                   PHYLLIS
                         You!

                                   NEFF
                         Me.

                                   PHYLLIS
                         Do you know what you're saying?

                                   NEFF
                         Sure I know what I'm saying.

               He gets up and grips her arm.

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

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

                                   PHYLLIS
                         Walter, you're hurting me.

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

               He kisses her.

                                   NEFF (CONT'D)
                         You go now.

               He leads her towards the door.

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

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

                                   PHYLLIS
                         Straight down the line.

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

                                                       FADE OUT:

               END OF SEQUENCE "A"

               SEQUENCE "B"

                                                       FADE IN:

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

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

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

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

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

                                                       DISSOLVE:

               B-2 A BOARD OF CHINESE CHECKERS CAMERA WITHDRAWS AND

               GRADUALLY REVEALS THE DIETRICHSON LIVING ROOM - NIGHT

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

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

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

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

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

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

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

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

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

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

                                   NEFF
                         Just as you say, Mr. Dietrichson.

                                   DIETRICHSON
                         Suppose we just settle that
                         automobile insurance tonight.

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

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

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

                                   PHYLLIS
                         Got some thing better to do?

                                   LOLA
                         Yes, I have.

               She gets up.

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

                                   DIETRICHSON
                         Run along where? Who with?

                                   LOLA
                         Just Anne. We're going roller
                         skating.

                                   DIETRICHSON
                         Anne who?

                                   LOLA
                         Anne Matthews.

                                   PHYLLIS
                         It's not that Nino Zachetti again?

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

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

               She starts to go.

                                   NEFF
                         Good night, Miss Dietrichson.

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

                                   NEFF
                         Neff.

                                   LOLA
                         Good night, Mr. Neff.

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

                                   LOLA
                         No thanks. I'd rather be dead. She
                         goes out through the archway.

                                   DIETRICHSON
                         A great little fighter for her
                         weight.

               Dietrichson sucks down a big swallow of his drink. Neff has
               taken two blank forms from his briefcase. He puts the
               briefcase on Mr. Dietrichson's lap and lays the forms on top.
               Phyllis is watching closely.

                                   NEFF
                         This is where you sign, Mr.
                         Dietrichson.

                                   DIETRICHSON
                         Sign what?

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

                                   DIETRICHSON
                         When will that be?

                                   NEFF
                         In about a week.

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

               Neff takes out his fountain pen.

                                   NEFF
                         San Francisco, Mr. Dietrichson?

                                   DIETRICHSON
                         Palo Alto.

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

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

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

                                   DIETRICHSON
                         Left guard. Almost made the
                         varsity, too.

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

                                   NEFF
                         On that bottom line, Mr.
                         Dietrichson. Dietrichson signs.

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

                                   NEFF (CONT'D)
                         Both copies, please.

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

                                   DIETRICHSON
                         Sign twice, huh?

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

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

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

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

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

                                   DIETRICHSON
                         How much you taking me for?

                                   NEFF
                         One forty-seven fifty, Mr.
                         Dietrichson.

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

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

                                   DIETRICHSON
                         Plenty.

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

                                   DIETRICHSON (CONT'D)
                         Good night, Mr. Neff. Neff is
                         zipping up his briefcase.

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

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

               Dietrichson trundles off towards the archway.

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

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

               B-3 HALLWAY DIETRICHSON RESIDENCE - (NIGHT)

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

                                   PHYLLIS
                         All right, Walter?

                                   NEFF
                         Fine.

                                   PHYLLIS
                         He signed it, didn't he?

                                   NEFF
                         Sure he signed it. You saw him.

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

                                   NEFF (CONT'D)
                             (Looking up)
                         Watch it, will you.

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

                                   NEFF (CONT'D)
                         Listen. That trip to Palo Alto When
                         does he go?

                                   PHYLLIS
                         End of the month.

                                   NEFF
                         He drives, huh?

                                   PHYLLIS
                         He always drives.

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

                                   PHYLLIS
                         Why?

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

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

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

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

                                   PHYLLIS
                         I see.
                             (Her eyes widen with
                              excitement)

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

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

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

               B-4 EXT. DIETRICHSON RESIDENCE - (NIGHT)

               Neff, briefcase under his arm, comes down the steps to the
               street, where his Dodge coupe is parked at the curb. He opens
               the door and stops, looking in. Sitting there in the dark
               corner of the car, away from the steering wheel, is Lola. She
               wears a coat but no hat.

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

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

                                   NEFF
                         Something the matter?

                                   LOLA
                         I've been waiting for you.

                                   NEFF
                         For me? What for?

                                   LOLA
                         I thought you could let me ride
                         with you, if you're going my way.
                         Neff doesn't like the idea very
                         much.

                                   NEFF
                         Which way would that be?

                                   LOLA
                         Down the hill. Down Vermont.

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

               Neff gets into the car.

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

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

                                   NEFF
                         Roller skating, eh? You like roller
                         skating?

                                   LOLA
                         I can take it or leave it.

               Neff looks at her curiously. Lola meets his glance.

                                   NEFF
                         Only tonight you're leaving it?

               This is an embarrassing moment for Lola.

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

                                   NEFF
                         That does sound tough, all right.

                                   LOLA
                         That's why I have to lie sometimes.

                                   NEFF
                         You mean it's not Vermont and
                         Franklin.

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

                                   NEFF
                         I'd have to think it over.

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

                                   NEFF
                         That comes expensive, doesn't it?

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

                                   NEFF
                         Never use it, thanks. Lola puts a
                         stick of gum in her mouth.

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

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

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

               Neff brings the car to a stop by the curb.

                                   LOLA (CONT'D)
                         There he is. By the bus stop. Neff
                         looks out.

               B-6 CORNER VERMONT AND FRANKLIN - (NIGHT)

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

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

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

               She leans over and honks on the horn.

                                   LOLA (CONT'D)
                             (Calling)
                         Nino!

               B-8 ZACHETTI

               He turns around and looks towards the car.

                                   LOLA'S VOICE
                         Over here, Nino.

               Zachetti walks towards the car.

               B-9 THE COUPE

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

                                   LOLA
                         This is Mr. Neff, Nino.

                                   NEFF
                         Hello, Nino.

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

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

                                   ZACHETTI
                         Why does he have to get told about
                         us?

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

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

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

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

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

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

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

               Lola steps out of the car.

                                   LOLA (CONT'D)
                         Thanks a lot. You've been very
                         sweet.

               Lola catches up with Zachetti and they walk away together.

               B-10 INT. COUPE

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

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

                                                       DISSOLVE TO:

               B-11 EXT. SUPER MARKET - (DAY)

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

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

               B-12 INT. MARKET

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

               B-13 ROWS OF HIGH SHELVES IN MARKET

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

               B-14 INT. MARKET

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

               B-15 THE SHELVES

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

                                   PHYLLIS
                         Walter.

                                   NEFF
                         Not so loud.

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

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

                                   PHYLLIS
                         But listen, Walter ---

                                   NEFF
                         Quick, open your bag.

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

                                   NEFF (CONT'D)
                         Can you get into his safe deposit
                         box?

                                   PHYLLIS
                         Yes. We both have keys.

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

                                   PHYLLIS
                         I'm not a fool.

                                   NEFF
                         Okay. When is he taking the train?

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

                                   NEFF
                         What?

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

                                   NEFF
                         What's happened?

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

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

                                   NEFF
                             (Reaching up)
                         This one?

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

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

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

                                   NEFF
                         Go ahead. I'm listening.

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

                                   NEFF
                         That knocks it on the head all
                         right.

                                   PHYLLIS
                         What do we do, Walter?

                                   NEFF
                         Nothing. Just wait.

                                   PHYLLIS
                         Wait for what?

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

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

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

                                   PHYLLIS
                         There are other ways.

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

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

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

                                   PHYLLIS
                         Don't ever talk like that, Walter.

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

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

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

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

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

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

               Neff looks at his watch.

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

               He goes off. She stares after him.

                                                       DISSOLVE TO:

               B-16 NEFF'S OFFICE - (DAY)

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

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

                                   NEFF
                         Hello, Keyes.

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

                                   NEFF
                         Thanks. How would you like a cheap
                         drink?

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

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

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

                                   NEFF
                         Me? Why pick on me?

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

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

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

                                   NEFF
                         Nobody's too good to be a salesman.

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

                                   NEFF
                         That'd bother anybody.

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

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

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

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

                                   KEYES (CONT'D)
                         Who? Okay, hold the line.

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

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

               Neff picks the phone up and answers.

                                   NEFF
                         Walter Neff speaking.

               B-17 INT. PHONE BOOTH - MARKET

               Phyllis is on the phone.

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

               B-18 NEFF'S OFFICE

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

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

               B-19 PHYLLIS - ON PHONE

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

               B-20 NEFF - ON PHONE

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

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

               B-21 PHYLLIS - ON PHONE

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

               B-22 NEFF'S OFFICE

               Neff on phone.

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

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

                                   NEFF (CONT'D)
                         Suppose I join you in your office,
                         Keyes --

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

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

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

                                   NEFF
                         Go ahead.

               B-23 PHYLLIS, ON PHONE

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

               B-24 NEFF, ON PHONE

               He is still watching Keyes cautiously.

                                   NEFF
                         Yeah -- sure.

               B-24A CLOSEUP - PHYLLIS - ON PHONE

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

               B-24B CLOSEUP NEFF, ON PHONE

                                   NEFF
                         What color did you pick out?

               B-25 PHYLLIS, ON PHONE

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

               B-26 NEFF, ON PHONE

                                   NEFF
                         Navy blue. I like that fine.

               B-27 PHYLLIS, ON PHONE

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

               B-28 NEFF'S OFFICE

               Neff on the phone.

                                   NEFF
                         So long, Margie.

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

                                   NEFF (CONT'D)
                         I'm sorry, Keyes.

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

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

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

                                   NEFF
                         Why don't you, for instance?

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

               Neff gets up from his desk.

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

               Keyes drives right ahead.

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

               He punches his stomach with his fist.

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

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

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

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

               He picks up some papers impatiently.

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

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

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

               He goes out. Neff is alone. He watches the door close, then
               turns and goes slowly to the water cooler. He fills a paper
               cup and stands holding it. His thoughts are somewhere else.
               After a moment he absently throws the cupful of water into
               the receptacle under the cooler. He goes back to the desk. He
               takes his rate book out of his brief case and puts it on the
               desk. He buttons the top button of his shirt, and pulls his
               tie right. He leaves the office, with his briefcase under his
               arm.

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

                                                       DISSOLVE TO:

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

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

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

               B-30 INT. GARAGE

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

                                   ATTENDANT
                         Hiya there, Mr. Neff.

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

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

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

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

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

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

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

               Neff enters the elevator.

                                                       DISSOLVE TO:

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

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

                                                       DISSOLVE:

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

               B-32 INT. NEFF'S LIVING ROOM

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

                                                       DISSOLVE TO:

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

                                   B-33 NEFF
                         He is folding a hand towel and
                         stuffing it into his jacket pocket.
                         He then takes a large roll of
                         adhesive tape and puts that into
                         his pants pocket.

                                                       DISSOLVE TO:

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

               B-34 & B-35 INSERTS OF OPEN TELEPHONE BELL BOX (ON BASEBOARD)

                                   & DOORBELL (ABOVE ENTRANCE DOOR)
                         Neff's hand places a small card
                         against the bell clapper in each of
                         these.

                                                       DISSOLVE TO:

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

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

                                                       DISSOLVE TO:

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

               TRAFFIC

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

               B-38 INT. GARAGE

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

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

                                                       DISSOLVE TO:

               B-39 EXT. DIETRICHSON HOUSE

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

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

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

               B-40 INT. GARAGE

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

               B-41 EXT. GARAGE

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

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

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

               She takes one of the crutches from him.

                                   DIETRICHSON (CONT'D)
                         They ought to make these things so
                         they fold up.

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

                                                       DISSOLVE TO:

               B-42 INT. CAR

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

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

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

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

               B-43 CLOSEUP ON NEFF'S FACE LOW DOWN IN THE CORNER BEHIND
               DIETRICHSON HIS FACE IS PARTLY COVERED BY THE EDGE OF A
               TRAVELING RUG WHICH HE HAS PULLED UP OVER HIM.

               He looks up at Dietrichson and Phyllis in the front seat.

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

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

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

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

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

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

               B-45 PHYLLIS & DIETRICHSON - FACING CAMERA

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

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

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

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

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

               B-46 CLOSEUP - PHYLLIS' FACE ONLY

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

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

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

                                   DIETRICHSON'S VOICE (CONT'D)
                         What are you doing that for? What
                         the --

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

                                                       DISSOLVE TO:

               B-47 PARKING SPACE ADJOINING GLENDALE STATION - NIGHT

               The station is visible about sixty yards away. There is no
               parking attendant. Ten or twelve cars are parked diagonally,
               not crowded. The train is not in yet, but there is activity
               around the station. Passengers and their friends, redcaps and
               baggage men, news vendors, etc.
               The Dietrichson sedan drives into the shot past CAMERA and
               parks in the foreground at the outer end of the line, several
               spaces from the next car, facing away from the CAMERA. Both
               front doors are open. Phyllis gets out and from the other
               side crutches emerge, and a man (seen entirely from behind,
               and apparently Dietrichson) climbs out awkwardly. While he is
               steadying himself on the ground with the crutches, Phyllis
               has taken out Dietrichson's suitcase and overcoat. She walks
               around the car and rolls up the right front window. She
               closes and locks the car door. She tries the right rear door
               and takes a last look into the dim interior of the car. Then
               she and the man walk slowly away from the car to the end of
               the station platform and along it toward the station
               building, Phyllis walks several steps ahead of the man.

               B-48 PHYLLIS & THE MAN - WALKING

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

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

                                   PHYLLIS
                         Don't worry.

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

                                   PHYLLIS
                         I said don't worry, Walter.

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

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

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

                                   PHYLLIS
                         I remember everything.

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

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

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

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

               B-50 GLENDALE STATION PLATFORM

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

                                   REDCAP
                         San Francisco train, lady?

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

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

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

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

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

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

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

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

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

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

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

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

                                   PHYLLIS
                         I'll miss you, honey.

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

                                   REDCAP
                         Section eleven, suh. Phyllis takes
                         a quarter from her bag and gives it
                         to the redcap.

                                   PORTER
                             (Shouting)
                         All aboard!

               Redcap descends. Phyllis kisses Neff again quickly.

                                   PHYLLIS
                         Good luck, honey.

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

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

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

                                   NEFF
                         Can you make up my berth right
                         away?

                                   PORTER
                         Yes, sir.

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

                                   PORTER
                         This way, sir. Three cars back.

               He holds the vestibule door open. Neff hobbles through.

                                                       DISSOLVE TO:

               B-55 INT. PULLMAN CAR - DIM

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

                                                       DISSOLVE TO:

               B-56 PLATFORM BETWEEN TWO CARS - VERY DIM

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

                                                       DISSOLVE TO:

               B-57 INT. PARLOR CAR - MOVING TRAIN

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

               B-58 OBSERVATION PLATFORM

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

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

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

                                   NEFF
                         No thanks, I'd rather stand.

                                   MAN
                         You going far?

                                   NEFF
                         Palo Alto.

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

                                   NEFF
                         Uh-huh.

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

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

                                   JACKSON (CONT'D)
                         Palo Alto's a nice little town. You
                         a Stanford man?

                                   NEFF
                         Used to be.

               He starts patting his pockets as if looking for something.

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

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

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

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

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

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

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

                                   JACKSON
                         Car nine, section eleven. A
                         pleasure.

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

               B-59 EXT. MOVING OBSERVATION CAR - CAMERA FOLLOWING

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

               B-60 DARK LANDSCAPE - RAILROAD TRACKS

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

               B-61 NEFF

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

               B-62 CAR IN THE DARK

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

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

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

                                   NEFF (CONT'D)
                         Hang on to that rug. I'll need it.

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

               B-63 NEFF

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

               B-64 PHYLLIS

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

               B-65 NEFF

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

                                   NEFF
                         Let's go. Stay behind me.

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

               B-66 THE CAR

               They reach it together.

                                   NEFF
                         Get in. You drive.

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

               B-67 INT. CAR

               Phyllis is behind the wheel. Neff beside her is just closing
               the door. He props his wrapped foot against the dashboard and
               begins to tear off the adhesive tape while at the same time
               Phyllis presses the starter button.
               The starter grinds, but the motor doesn't catch. She tries
               again. It still doesn't catch. Neff looks at her. She tries a
               third time. The starter barely turns over. The battery is
               very low. Phyllis leans back. They stare at each other
               desperately. After a moment Neff bends forward slowly and
               turns the ignition key to the OFF position. He holds his left
               thumb poised over the starter button. There is a breathless
               moment. Then he presses the starter button with swift
               decision. The starter grinds with nerve-wracking
               sluggishness. Neff twists the ignition key to ON and
               instantly pulls the hand-throttle wide open. With a last
               feeble kick of the starter, the motor catches and races. He
               eases the throttle down and slides back into his place. They
               look at each other again. The tenseness of the moment still
               shows in their faces.

                                   NEFF
                         Let's go, baby.

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

               B-68 DARK LANDSCAPE - WITH DUMP

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

                                                       DISSOLVE TO:

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

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

                                                       DISSOLVE TO:

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

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

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

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

               The car door opens. Neff starts to get out.

                                   PHYLLIS
                         Walter.

               Neff turns back to her.

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

                                   NEFF
                         Sure, I'm going to kiss you.
                         Phyllis bends towards him and puts
                         her arms around him.

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

               Phyllis kisses him. In the kiss he is passive.

                                   PHYLLIS (CONT'D)
                         I love you, Walter.

                                   NEFF
                         I love you, baby.

                                                       DISSOLVE TO:

               B-71 FIRE STAIRS - (NIGHT)

               Neff going up.

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

                                                       DISSOLVE TO:

               B-72 B-73 INSERTS

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

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

                                                       DISSOLVE TO:

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

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

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

                                                       DISSOLVE TO:

               B-75 BASEMENT GARAGE - (NIGHT)

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

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

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

               He walks up the ramp towards the garage entrance.

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

               GARAGE ENTRANCE

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

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

                                                       FADE OUT:

               END OF SEQUENCE "B"

               SEQUENCE "C"

                                                       FADE IN:

               C-1 NEFF'S OFFICE - NIGHT

               Neff sits before the dictaphone. There are four cylinders on
               end on the desk next to him. He gets up from the swivel chair
               with great effort and stands a moment unsteadily. The wound
               in his shoulder is paining him. He is very weak as he slowly
               crosses to the water cooler. He takes the blood stained
               handkerchief from inside his shirt and soaks it with fresh
               water. The office door opens behind him. He turns, hiding the
               handkerchief behind his back. In the doorway stands the
               colored man who has been cleaning up downstairs. He is
               carrying his big trash box by a rope handle.

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

                                   NEFF
                         Let it go tonight. I'm busy.

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

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

                                                       DISSOLVE TO:

               C-2 INSURANCE OFFICE - TWELFTH FLOOR - DAY

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

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

                                   NEFF
                         Okay.

               He turns and walks beside Keyes, CAMERA AHEAD of them

                                   NEFF (CONT'D)
                         That Dietrichson case?

                                   KEYES
                         Must be.

                                   NEFF
                         Anything wrong?

                                   KEYES
                         The guy's dead, we had him insured
                         and it's going to cost us money.
                         That's always wrong. He stops by a
                         majolica jar full of sand and takes
                         a pencil from his vest. He stands
                         over the jar extinguishing his
                         cigar carefully so as not to damage
                         it.

                                   NEFF
                         What have you got so far?

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

                                   NEFF
                         When is the inquest?

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

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

                                   NEFF
                         What do the police figure?

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

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

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

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

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

               He sees Keyes and Neff.

                                   NORTON (CONT'D)
                         Come in, Mr. Keyes. You too, Mr.
                         Neff.

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

               C-4 INT. NORTON'S OFFICE

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

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

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

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

               Norton smiles frostily.

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

               Keyes and Neff sit down, Norton remains standing.

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

                                   NORTON
                         Who's Jackson?

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

                                   NORTON
                         Very interesting, about the cigar
                         case.

               He walks up and down behind his desk thinking hard.

                                   NORTON (CONT'D)
                         Anything else?

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

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

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

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

                                   NORTON
                         Fall off a train? Are we sure
                         Dietrichson fell off the train?
                         There is a charged pause.

                                   KEYES
                         I don't get it.

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

                                   KEYES
                         No opinion at all.

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

                                   KEYES
                         Nope. Not even a hunch.

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

                                   KEYES
                         You know you know what?

                                   NORTON
                         I know it was not an accident.

               He looks from Keyes to Neff and back to Keyes.

                                   NORTON (CONT'D)
                         What do you say to that?

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

                                   NORTON
                         There's a widespread feeling that
                         just because a man has a large
                         office -- The dictograph on his
                         desk buzzes. He reaches over and
                         depresses a key and puts the
                         earpiece to his ear.

                                   NORTON (CONT'D)
                             (Into dictograph)
                         Yes?... Have her come in, please.
                         He replaces the earpiece.

               He turns back to Keyes and Neff.

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

               Keyes and Neff start to get up.

                                   NORTON (CONT'D)
                         No, no. I want you to stay and
                         watch me handle this.

               The secretary has opened the door.

                                   SECRETARY
                         Mrs. Dietrichson.

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

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

               He turns a little towards Keyes.

                                   NORTON (CONT'D)
                         This is Mr. Keyes.

                                   KEYES
                         How do you do.

                                   PHYLLIS
                         How do you do.

                                   NORTON
                         And Mr. Neff.

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

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

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

               Phyllis nods silently.

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

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

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

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

                                   PHYLLIS 
                         No. I remember some talk at the
                         house --
                             (She looks towards Neff.)

                                   PHYLLIS (CONT'D)
                         -- but he didn't seem to want it.

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

                                   PHYLLIS
                         I see.

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

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

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

                                   PHYLLIS
                         What sort of things?

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

               Phyllis looks at him coolly. Keyes looks vaguely interested.
               Neff is staring straight at Phyllis.

                                   NORTON (CONT'D)
                         Frankly, Mrs. Dietrichson, we
                         suspect suicide.

               Phyllis doesn't bat an eyelash.

                                   NORTON (CONT'D)
                         I'm sorry. Would you like a glass
                         of water?

                                   PHYLLIS
                         Please.

                                   NORTON
                         Mr. Neff.

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

                                   PHYLLIS
                         Thank you.

               Their eyes meet for a fraction of a second.

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

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

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

                                   PHYLLIS
                         Do what?

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

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

                                   KEYES
                         His name was Jackson. Probably
                         still is.

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

                                   PHYLLIS
                         I don't know anything. In fact I
                         don't know why I came here. She
                         makes as if to rise indignantly.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   KEYES (CONT'D)
                         Come on, Walter.

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

                                   KEYES (CONT'D)
                         Next time I'll rent a tuxedo. They
                         go out.

                                                       DISSOLVE TO:

               C-5 NEFF - AT DICTAPHONE - (NIGHT)

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

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

                                                       DISSOLVE TO:

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

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

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

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

               C-7 INT. TELEPHONE BOOTH IN A DRUG STORE

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

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

               C-8 NEFF ON TELEPHONE IN HIS APARTMENT

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

               C-9 PHYLLIS ON PHONE

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

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

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

               He hangs up, takes off his hat and drops hat and briefcase on
               the davenport. He looks around the room and crosses to lower
               the venetian blinds and draw the curtains. He gathers up the
               morning paper which is lying untidily on the floor and puts
               it in the waste-paper basket. The door bell rings. Neff stops
               in sudden alarm. It can't be Phyllis. The time is too short.
               For a second he stands there motionless, then crosses to the
               door and opens it. In the open door stands Keyes.

                                   NEFF (CONT'D)
                         Hello, Keyes.

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

                                   NEFF (CONT'D)
                         What's on your mind? Keyes stops in
                         the middle of the room and turns.

                                   KEYES
                         That broken leg. The guy broke his
                         leg.

                                   NEFF
                         What are you talking about?

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

                                   NEFF
                         So what?

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

                                   NEFF
                         What the dickens are you driving
                         at?

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

               He prods his stomach with his thumb.

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

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

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

               He has stopped in front of Neff. They look at each other for
               a tense moment. Neff hardly breathes. Keyes shakes his head
               suddenly.

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

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

               Keyes prods his stomach again.

                                   KEYES
                         Got any bicarbonate of soda?

                                   NEFF
                         No I haven't.

               Keyes resumes his pacing.

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

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

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

                                   NEFF
                         What else?

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

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

                                   NEFF
                         Such as what?

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

                                   NEFF (CONT'D)
                         Murder?

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

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

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

                                   NEFF
                         The wife?

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

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

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

               He crosses to the corridor door.

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

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

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

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

                                   KEYES
                         Good night, Walter.

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

                                   NEFF
                         Good night, Keyes.

                                   KEYES
                         See you at the office in the
                         morning.

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

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

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

               The elevator has come up and stopped.

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

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

                                   KEYES (CONT'D)
                             (Almost angrily)
                         No bicarbonate of soda.

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

               Neff stands numb, looking at the spot where Keyes was last
               visible. Without moving his eyes he pulls the door around
               towards him with his left hand. Phyllis slowly comes out.
               Neff motions quickly to her to go into the apartment. She
               crosses in front of him and enters. He steps in backwards
               after her.

               C-12 INT. NEFF'S APARTMENT

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

                                   PHYLLIS
                         How much does he know?

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

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

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

                                   PHYLLIS
                         For how long a while?

               She moves toward him but he does not respond.

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

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

                                   NEFF
                         What are you talking about?

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

                                   NEFF
                         Shut up, baby.

               He pulls her close and kisses her.

                                                       FADE OUT:

               END OF SEQUENCE "C"

               SEQUENCE "D"

                                                       FADE IN:

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

               Two telephone operators and a receptionist are at work.
               Several visitors are waiting in chairs. Lola Dietrichson is
               one of them. She's wearing a simple black suit and hat,
               indicating mourning. Her fingers nervously pick at a
               handkerchief and her eyes are watching the elevator doors
               anxiously. (Now and then the telephone operators in the
               background are heard saying, "PACIFIC ALL-RISK. GOOD
               AFTERNOON.") The elevator comes up and the doors open.
               Several people come out, among them Neff, carrying his
               briefcase. Lola sees him and stands up, and as he is about to
               pass through the anteroom without recognizing her she stops
               him.

                                   LOLA
                         Hello, Mr. Neff.

               Neff looks at her a little startled.

                                   NEFF
                         Hello.

               His voice hangs in the air.

                                   LOLA
                         Lola Dietrichson. Don't you
                         remember me?

                                   NEFF
                             (On his guard)
                         Yes. Of course.

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

                                   NEFF
                         Sure. Come on into my office.

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

               D-2 TWELFTH FLOOR - BALCONY

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

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

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

                                   NEFF
                         I'm terribly sorry, Miss
                         Dietrichson.

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

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

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

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

                                   SCHWARTZ
                         It's all yours, Walter.

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

                                   NEFF
                         Won't you sit down?

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

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

                                   NEFF
                         Queer? Queer in what way?

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

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

               His face is grim and watchful.

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

                                   NEFF
                         When your mother died?

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

                                   NEFF
                         No. Who?

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

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

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

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

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

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

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

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

                                   LOLA
                         I'm not afraid. You'll see. She
                         turns again to the window so he
                         won't see that she is crying. Neff
                         gets up and goes to her.

                                   LOLA (CONT'D)
                         I'm sorry. I didn't mean to act
                         like this.

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

                                   LOLA
                         No one.

                                   NEFF
                         How about your step-mother?

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

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

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

                                   NEFF
                         Where are you living then?

                                   LOLA
                         I got myself a little apartment in
                         Hollywood.

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

               She turns from the window with a pathetic little nod.

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

                                                       DISSOLVE TO:

               D-4 LA GOLONDRINA (NIGHT)

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

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

                                                       DISSOLVE TO:

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

               Neff and Lola driving along the beach near Santa Monica. Neff
               is wearing a light summer suit, very much in contrast to
               Lola's mourning. Apparently she is telling him a story and
               now and then she laughs, but there is no sound. CAMERA MOVES
               PAST HER TO A: CLOSE SHOT OF NEFF behind the steering wheel.
               He is only half listening to Lola. His mind is full of other
               thoughts.

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

               D-6 INSURANCE OFFICE - 12TH FLOOR - DAY

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

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

               D-7 INT. KEYES' OFFICE

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

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

                                   NEFF
                         About what?

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

               Keyes bounces off the couch like a rubber ball.

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

                                   NEFF
                         I'm listening.

               Keyes levels a finger at him.

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

                                   NEFF
                         He wasn't?

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

                                   NEFF
                         You're way ahead of me, Keyes.

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

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

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

               Keyes goes to the door and opens it.

                                   KEYES (CONT'D)
                         Come in, Mr. Jackson.

               Jackson enters with the file folder.

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

               He indicates the cigar he himself is smoking.

                                   KEYES
                         Two for a quarter.

                                   JACKSON
                         That's what I said.

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

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

                                   KEYES
                         Well? Did you make up your mind?

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

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

               Jackson indicates the file folder he is holding.

                                   JACKSON
                         Are these photographs of the late
                         Mr. Dietrichson?

                                   KEYES
                         Yes.

                                   JACKSON
                         Then my answer is no.

                                   KEYES
                         What do you mean no?

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

                                   KEYES
                         Will you swear to that?

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

                                   KEYES
                         Thank you.

               Keyes turns to Neff.

                                   KEYES (CONT'D)
                         There you are, Walter. There's your
                         proof.

               Keyes remembers he forgot to introduce Jackson.

                                   KEYES (CONT'D)
                         Oh, Mr. Jackson, this is Mr. Neff,
                         one of our salesmen.

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

                                   NEFF
                         How do you do.

                                   JACKSON
                         Very fine, thank you. Never was
                         better.

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

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

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

                                   NEFF
                         Fifty-one, according to the policy.

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

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

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

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

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

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

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

                                   NEFF
                         Never.

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

                                   NEFF
                         Nope. Never fish.

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

                                   NEFF
                         No relation.

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

               Keyes rejoins them at this point.

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

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

               Keyes has opened the door for Jackson.

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

                                   JACKSON
                         Goodbye, gentlemen. A pleasure. He
                         goes out.

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

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

                                   KEYES (CONT'D)
                             (Continued)
                         She put in her claim and I'm going
                         to throw it right back at her.
                             (Pats his pockets again)
                         Have you got one of those? Neff
                         strikes a match for him.
                         Keyes takes the match out of his
                         hand and lights his cigar.

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

                                                       DISSOLVE TO:

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

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

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

               Neff hangs up.

                                                       DISSOLVE TO:

               D-9 EXT. JERRY'S MARKET - DAY

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

               D-10 SHELVES IN THE REAR OF MARKET

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

                                   PHYLLIS
                         Hello, Walter.

                                   NEFF
                             (In a harsh whisper)
                         Come closer.

               Phyllis moves close to him.

                                   PHYLLIS
                         What's the matter?

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

                                   PHYLLIS
                         What's he got to stop me?

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

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

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

               Phyllis looks at him sharply, sideways.

                                   PHYLLIS
                         What about me and the first Mrs.
                         Dietrichson?

                                   NEFF
                         The way she died. And about that
                         black hat you were trying on --
                         before you needed a black hat.

               A customer comes along the aisle toward them. They move
               apart. The customer passes. Phyllis draws close again.

                                   PHYLLIS
                         Walter, Lola's been telling you
                         some of her cockeyed stories. She's
                         been seeing you.

                                   NEFF
                         I've been seeing her, if you want
                         to know. So she won't yell her head
                         off about what she knows.

                                   PHYLLIS
                         Yes, she's been putting on an act
                         for you, crying all over your
                         shoulder, that lying little --

                                   NEFF
                         Keep her out of it. All I'm telling
                         you is we're not going to sue.

                                   PHYLLIS
                         Because you don't want the money
                         any more, even if you could get it?
                         Because she's made you feel like a
                         heel all of sudden.

                                   NEFF
                         It isn't the money any more. It's
                         our necks now. We're pulling out,
                         understand.

                                   PHYLLIS
                         Because of what Keyes can do?
                         You're not fooling me, Walter. It's
                         because of Lola. What you did to
                         her father. You can't take it that
                         she might find out some day.

                                   NEFF
                         I said, leave her out of it.

                                   PHYLLIS
                         Walter, it's me I'm talking about.
                         I don't want to be left out of it.

                                   NEFF
                         Stop saying that. It's just that it
                         hasn't worked out the way we
                         wanted. We can't have the money. We
                         can't go through with it, that's
                         all.

                                   PHYLLIS
                         We have gone through with it,
                         Walter. The tough part is all
                         behind us. We just have to hold on
                         now and not go soft inside, and
                         stick together, close, the way we
                         started out.

               Phyllis takes his arm, forgetting where she is. He pulls
               away.

                                   NEFF
                         Watch it, will you. Someone's
                         coming. 

               One of the market help, pushing a small hand-truck loaded
               with packaged goods, comes along the aisle. He stops and
               begins to restock a shelf very close to Neff and Phyllis.
               They go off slowly in opposite directions. CAMERA PANS with
               Neff as he walks toward another shelf, one that stands away
               from the wall. Phyllis appears on the opposite side of the
               shelf and stops, facing toward him. They now continue their
               low-voiced dialogue through the piled-up merchandise.

                                   PHYLLIS
                         I loved you, Walter. And I hated
                         him. But I wasn't going to do
                         anything about it, not until I met
                         you. It was you had the plan. I
                         only wanted him dead.

                                   NEFF
                         Yeah, and I was the one that fixed
                         him so he was dead. Is that what
                         you're telling me?

               Phyllis takes off her dark glasses for the first time and
               looks at him with cold, hard eyes.

                                   PHYLLIS
                         Yes. And nobody's pulling out. We
                         went into it together, and we're
                         coming out at the end together.
                         It's straight down the line for
                         both of us, remember.

               Phyllis puts the glasses on again and goes. Over Neff's face,
               as he looks after her, comes the COMMENTARY.

                                   NEFF'S VOICE
                         Yeah. I remembered all right. Just
                         as I remembered what you had told
                         me, Keyes, about that trolley car
                         ride and how there was no way to
                         get off -- until the end of the
                         line.

                                                       DISSOLVE TO:

               D-11 INT. NEFF'S OFFICE - (NIGHT)

               Neff is dictating into the dictaphone.

                                   NEFF
                         Yeah, I remembered it all right.
                         Just as I remembered what you had
                         told me, Keyes, about that trolley
                         car ride, and how there was no way
                         to get off until the end of the
                         line, where the cemetery was. And I
                         got to thinking what cemeteries are
                         for. They're to put dead people in,
                         I guess that was the first time I
                         ever thought about Phyllis that
                         way. Dead, I mean, and how things
                         would be if she was dead. Because
                         the way it was now she had me by
                         the throat. She could hang me
                         higher than a kite any day she felt
                         like it.
                         And there was nothing I could do,
                         except hold my breath and watch
                         that day come closer and closer,
                         and maybe pray a little, if I still
                         knew how to pray... I saw Lola
                         three or four times that week. I
                         guess it sounds crazy, Keyes, after
                         what I had done, but it was only
                         with her that I could relax and let
                         go a little. Then one night we
                         drove up into the hills above
                         Hollywood Bowl...

                                                       DISSOLVE TO:

               D-12 HOLLYWOOD HILLS (NIGHT) (TRANSPARENCY)

               Neff and Lola are climbing over a low hill in the foreground.
               The sky is starlit and music from the Bowl comes over the
               scene from below (Cesar Franck D Minor Symphony). As he helps
               her climb up, CAMERA PANS with them and shows the expanse of
               the Bowl below, a packed audience, and the orchestra on the
               lighted shell. They sit down on the grass. Neff sits near
               her, not too close. It is very dark and they are silhouetted
               against the shell lights. Neff puts a cigarette in his mouth
               and strikes a match. The flame lights up Lola's face. Neff
               glances at her. She is crying. He lights his cigarette and
               blows out the match. A pause follows.

                                   NEFF
                         Why are you crying?

               Lola doesn't answer.

                                   NEFF (CONT'D)
                         You won't tell me?

                                   LOLA
                             (In a choked voice)
                         Of course I will, Walter. I
                         wouldn't tell anybody else but you.
                         It's about Nino.

                                   NEFF
                         Zachetti? What about him?

                                   LOLA
                         They killed my father together. He
                         and Phyllis. He helped her do it. I
                         know he did.

                                   NEFF
                         What makes you say that?

                                   LOLA
                         I've been following him. He's at
                         her house, night after night.
                         It was Phyllis and him all the
                         time. Maybe he was going with me
                         just for a blind. And the night of
                         the murder --

                                   NEFF
                         You promised not to talk that way
                         any more.

                                   LOLA
                         -- he was supposed to pick me up
                         after a lecture at U.C.L.A. -- but
                         he never showed up. He said he was
                         sick. Sick! He couldn't show up,
                         because the train was leaving with
                         my father on it.

               She begins to cry again.

                                   LOLA (CONT'D)
                         Maybe I'm just crazy. Maybe it's
                         all just in my mind.

                                   NEFF
                         Sure, it's all in your mind.

                                   LOLA
                         I only wish it was, Walter, because
                         I still love him.

               Over Neff's face, as he listens to the music, comes the
               commentary.

                                                       DISSOLVE TO:

               D-13 LOBBY OF PACIFIC BLDG. (DAY)

                                   NEFF'S VOICE
                         Zachetti. That's funny. Phyllis and
                         Zachetti. What was he doing up at
                         her house? I couldn't figure that
                         one out I tried to make sense out
                         of it and got nowhere. But the real
                         brain-twister came the next day.
                         You sprang it on me, Keyes, after
                         office hours, when you caught me
                         down in the lobby of the building.

               About 5:00 P.M. or a little later. A stream of office
               employees is coming out of an elevator; a second elevator
               reaches the lobby and some more office employees come out,
               among them Neff, wearing his hat and carrying his briefcase.
               CAMERA PRECEDES HIM as he walks toward the entrance doors. He
               is stopped by Keyes' voice, off to one side.

                                   KEYES' VOICE
                         Oh, Walter, just a minute.

               Neff stops and looks towards the cigar counter, as he moves
               towards him. Keyes is standing there buying cigars. He is
               stuffing them into his pockets.

                                   NEFF
                         Hello, Keyes.

                                   KEYES
                         Hang onto your hat, Walter.

                                   NEFF
                         What for?

                                   KEYES
                         Nothing much. The Dietrichson case
                         just busted wide open.

                                   NEFF
                         How do you mean?

                                   KEYES
                         The guy showed. That's how.

                                   NEFF
                         The somebody else?

                                   KEYES
                         Yeah. The guy that did it with her.

                                   NEFF
                         No kidding?

                                   KEYES
                         She's filed suit against us, and
                         it's okay by me. When we get into
                         that courtroom I'll tear them
                         apart, both of them. Come on --
                         I'll buy you a martini.

                                   NEFF
                         No thanks, Keyes.

                                   KEYES
                         With two olives.

                                   NEFF
                         I've got to get a shave and a
                         shoeshine. I've got a date.

                                   KEYES
                         Margie. I still bet she drinks from
                         the bottle.

               He bites off the end of the cigar and puts the cigar into his
               mouth. He starts tapping his pockets for a match, as usual.
               Neff strikes a match for him.

                                   NEFF
                         They give you matches when they
                         sell you cigars, Keyes. All you
                         have to do is ask for them.

                                   KEYES
                         I don't like them. They always
                         explode in my pockets. So long,
                         Walter.

               Keyes goes toward the street and OUT OF SCENE. Neff moves
               back into the lobby, CAMERA FOLLOWING HIM. As he reaches the
               elevator, he looks back over his shoulder, to make sure Keyes
               is gone, then steps into the empty elevator.

                                   NEFF'S VOICE
                         You sure had me worried, Keyes. I
                         didn't know if you were playing cat-
                         and-mouse with me, whether you knew
                         all along I was the somebody else.
                         That's what I had to find out, and
                         I thought I knew where to look...

                                   NEFF
                             (To elevator operator)
                         Twelve.

                                                       DISSOLVE TO:

               D-14 ENTRANCE - OFFICE. 12TH FLOOR RECEPTION ROOM (DAY)

               Neff comes out of the elevator. The receptionist is just
               tidying up her desk. She has her hat on and is preparing to
               leave. Neff passes on through the swinging doors to the
               twelfth floor balcony.

                                   NEFF'S VOICE
                         Upstairs, the last of the people
                         were just leaving.

               D-15 12TH FLOOR BALCONY

               Neff enters from the reception room. A couple of belated
               employees are leaving for the day. Neff goes toward Keyes'
               office, looks around to make sure he is unobserved, enters.

                                   NEFF'S VOICE
                         I made sure nobody saw me go into
                         your office.

               D-16 KEYES' OFFICE (DAY)

               Neff has just come in. He goes over to Keyes' desk and
               searches the papers on it. He tries the desk drawers and
               finds them locked. His eye falls on the dictaphone on the
               stand beside the desk.
               A record is on it, the needle is about two-thirds of the way
               towards the end. He lifts the needle and sets it back to the
               beginning of the record, sets the switch to playback
               position. He lifts the arm off the bracket and starts the
               machine. Keyes' voice is heard coming from the horn:

                                   KEYES' VOICE
                             (From Dictaphone)
                         Memo to Mr. Norton. Confidential.
                         Dietrichson File. With regard to
                         your proposal to put Walter Neff
                         under surveillance, I disagree
                         absolutely. I have investigated his
                         movements on the night of the
                         crime, and he is definitely placed
                         in his apartment from 7:15 P.M. on.
                         In addition to this, I have known
                         Neff intimately for eleven years,
                         and I personally vouch for him,
                         without reservation...

               Neff stops the machine. He sits down slowly, still holding
               the horn. He is deeply moved. After a moment, he presses the
               switch again.

                                   KEYES' VOICE (CONT'D)
                             (From Dictaphone)
                         ...Furthermore, no connection
                         whatsoever has been established
                         between Walter Neff and Mrs.
                         Phyllis Dietrichson, whereas I am
                         now able to report that such a
                         connection has been established
                         between her and another man. This
                         man has been observed to visit the
                         Dietrichson home on the night of
                         July 9th, 10th, 12th and 13th. We
                         have succeeded in identifying him
                         as one Nino Zachetti, former
                         medical student, aged twenty-eight,
                         residing at Lilac Court Apartments
                         1228 N. La Brea Avenue. We have
                         checked Zachetti's movements on the
                         night of the crime and have found
                         that they cannot be accounted for.
                         I am preparing a more detailed
                         report for your consideration and
                         it is my belief that we already
                         have sufficient evidence against
                         Zachetti and Mrs. Dietrichson to
                         justify police action. I strongly
                         urge that this whole matter be
                         turned over to the office of the
                         District Attorney. Respectfully,
                         Barton Keyes.

               Neff sits, staring blankly at the wall. The cylinder goes on
               revolving, but no more voice comes -- only the whir of the
               needle on the empty record. At last he remembers to replace
               the horn. He hangs it back on its hook. The machine stops.
               Neff gets up from the chair, walks slowly to the door and
               goes out.

               D-17 12TH FLOOR, BALCONY

               Neff has just come out of Keyes' office. He walks slowly back
               towards the reception room entrance, then stands there
               looking out through the glass doors. All the employees have
               now left. Neff is entirely alone. He moves as if to go out,
               then stops rigidly as his face lights up with excitement of a
               sudden idea. He turns quickly and walks on to his own office
               and enters.

               D-18 NEFF'S OFFICE (DAY)

               Neff walks across to his desk, lifts the telephone and dials
               a number. (During the ensuing telephone conversation, only
               what he says is heard. The pauses indicate speeches at the
               other end of the line).

                                   NEFF
                         Phyllis? Walter. I've got to see
                         you... Tonight... Yes, it has to be
                         tonight... How's eleven o'clock?
                         Don't worry about Keyes. He's
                         satisfied... Leave the door on the
                         latch and put the lights out. No,
                         nobody's watching the house... I
                         told you Keyes is satisfied. It's
                         just for the neighbors... That's
                         what I said. Yeah. Eleven o'clock.
                         Goodbye, baby.

               Neff hangs up and stands beside the desk with a grim
               expression on his face, takes a handkerchief out and wipes
               perspiration from his forehead and the palms of his hands.
               The gesture has a symbolic quality, as if he were trying to
               wipe away the murder. Over his face comes the commentary.

                                                       DISSOLVE TO:

                                   NEFF'S VOICE
                         I guess I don't have to tell you
                         what I was going to do at eleven
                         o'clock, Keyes. For the first time
                         I saw a way to get clear of the
                         whole mess I was in, and of
                         Phyllis, too, all at the same time.
                         Yeah, that's what I thought. But
                         what I didn't know was that she was
                         all set for me.
                         That she had outsmarted me again,
                         just like she always had...

               D-19 HALL STAIRWAY OF DIETRICHSON HOME (NIGHT)

               The lights are turned on. Phyllis is coming down the stairs.
               She wears white lounging pajamas, and she is carrying
               something small and heavy concealed in a scarf in her right
               hand. She reaches the front door, opens it slightly, fixes
               the catch so that the door can be opened from outside. She
               switches off the porch light and the hall light. She moves
               towards the living room, where there is still light on.

                                   NEFF'S VOICE
                         She was all set and waiting for me.
                         It could have been something in my
                         voice when I called her up that
                         tipped her off. And it could have
                         been that she had the idea already.
                         And an idea wasn't the only thing
                         she had waiting for me.

               D-20 LIVING ROOM

               On the long table behind the davenport, one of the lamps is
               lit. The only other light in the room is a standing lamp
               beside the desk. A window toward the back is open, and
               through it comes the SOUNDS OF MUSIC, probably a neighboring
               radio. Phyllis enters and crosses to the table. She puts out
               the lamp, then moves over to the desk and puts out the lamp
               there. The room is filled with bright moonlight coming in at
               the windows. Phyllis crosses to the chair by the fireplace
               (the one she sat in the first time Neff came to the house).
               She lifts the loose cushion and puts what was in the scarf
               behind it. As she withdraws the scarf, there is a brief glint
               of something metallic before she covers the hidden object
               with the cushion again. She turns to the low table in front
               of the davenport and takes a cigarette from the box. She
               takes a match and is about to strike it when, just then, she
               hears a car coming up the hill. She listens, motionless. The
               car stops. A car door is slammed. Calmly, Phyllis strikes the
               match and lights her cigarette. She drops the match casually
               into a tray, goes back to the chair, sits down and waits,
               quietly smoking. There are footsteps outside the house. Over
               the chair in which Phyllis is sitting, the hallway is visible
               through the arch. The front door opens. Neff comes in, he is
               silhouetted against the moonlight as he stands there. He
               closes the door again.

                                   PHYLLIS
                             (In foreground)
                         In here, Walter.

               Neff comes through the arch and walks slowly towards her.

                                   NEFF
                         Hello, baby. Anybody else in the
                         house?

                                   PHYLLIS
                         Nobody. Why?

                                   NEFF
                         What's that music?

                                   PHYLLIS
                         A radio up the street. Neff sits
                         down on the arm of the davenport,
                         close to her.

                                   NEFF
                         Just like the first time I was
                         here. We were talking about
                         automobile insurance. Only you were
                         thinking about murder. And I was
                         thinking about that anklet.

                                   PHYLLIS
                         And what are you thinking about
                         now?

                                   NEFF
                         I'm all through thinking. This is
                         goodbye.

                                   PHYLLIS
                         Goodbye? Where are you going?

                                   NEFF
                         It's you that's going, baby. Not
                         me. I'm getting off the trolley car
                         right at this corner.

                                   PHYLLIS
                         Suppose you stop being fancy. Let's
                         have it, whatever it is.

                                   NEFF
                         I have a friend who's got a funny
                         theory. He says when two people
                         commit a murder they're kind of on
                         a trolley car, and one can't get
                         off without the other. They're
                         stuck with each other. They have to
                         go on riding clear to the end of
                         the line. And the last stop is the
                         cemetery.

                                   PHYLLIS
                         Maybe he's got something there.

                                   NEFF
                         You bet he has, Two people are
                         going to ride to the end of the
                         line, all right. Only I'm not going
                         to be one of them. I've got another
                         guy to finish my ride for me.

                                   PHYLLIS
                         So you've got it all arranged,
                         Walter.

                                   NEFF
                         You arranged it for me. I didn't
                         have to do a thing.

                                   PHYLLIS
                         Just who are you talking about?

                                   NEFF
                         An acquaintance of yours. A Mr.
                         Zachetti. Come on, baby, I just got
                         into this because I knew a little
                         something about insurance, didn't
                         I? I was just a sucker. I'd have
                         been brushed-off as soon as you got
                         your hands on the money.

                                   PHYLLIS
                         What are you talking about?

                                   NEFF
                         Save it. I'm telling this. It's
                         been you and that Zachetti guy all
                         along, hasn't it?

                                   PHYLLIS
                         That's not true.

                                   NEFF
                         It doesn't make any difference
                         whether it's true or not. The point
                         is Keyes believes Zachetti is the
                         guy he's been looking for. He'll
                         have him in that gas chamber before
                         he knows what happened to him.

                                   PHYLLIS
                         And what's happening to me all this
                         time?

                                   NEFF
                         Don't be silly. What do you expect
                         to happen to you? You helped him do
                         the murder, didn't you? That's what
                         Keyes thinks.
                         And what's good enough for Keyes is
                         good enough for me.

                                   PHYLLIS
                         Maybe it's not good enough for me.
                         Walter. Maybe I don't go for the
                         idea. Maybe I'd rather talk.

                                   NEFF
                         Sometimes people are where they
                         can't talk. Under six feet of dirt,
                         for instance. And if it was you,
                         they'd just charge it up to
                         Zachetti, wouldn't they. One more
                         item on his account. Sure they
                         would. That's just what they're
                         going to do. Especially since he's
                         coming here, tonight... Oh, in
                         about fifteen minutes from now,
                         baby. With the cops right behind
                         him. It's all taken care of.

                                   PHYLLIS
                         And that'd make everything lovely
                         for you, wouldn't it?

                                   NEFF
                         Right. And it's got to be done
                         before that suit of yours comes to
                         trial, and Lola gets a chance to
                         sound off, and they trip you up on
                         the stand, and you start to fold up
                         and drag me down with you.

                                   PHYLLIS
                         Listen, Walter. Maybe I had
                         Zachetti here so they won't get a
                         chance to trip me up. So we can get
                         that money and be together.

                                   NEFF
                         That's cute. Say it again.

                                   PHYLLIS
                         He came here the first time just to
                         ask where Lola was. I made him come
                         back. I was working on him. He's
                         crazy sort of guy, quick-tempered.
                         I kept hammering into him that she
                         was with another man, so he'd get
                         into one of his jealous rages, and
                         then I'd tell him where she was.
                         And you know what he'd have done to
                         her, don't you, Walter.

                                   NEFF
                         Yeah, and for once I believe you.
                         Because it's just rotten enough.

                                   PHYLLIS
                         We're both rotten, Walter.

                                   NEFF
                         Only you're just a little more
                         rotten. You're rotten clear
                         through. You got me to take care of
                         your husband, and then you got
                         Zachetti to take care of Lola, and
                         maybe take care of me too, and then
                         somebody else would have come along
                         to take care of Zachetti for you.
                         That's the way you operate isn't
                         it, baby.

                                   PHYLLIS
                         Suppose it is, Walter. Is what
                         you've cooked up for tonight any
                         better?

               Neff gets up from the davenport. He listens to the music for
               a moment.

                                   NEFF
                         I don't like this music anymore.
                         It's too close. Do you mind if I
                         shut the window?

               Phyllis just stares at him. He goes quietly over to the
               window and shuts it and draws the curtain. Phyllis speaks to
               his back:

                                   PHYLLIS
                             (Her voice low and urgent)
                         Walter!

               Neff turns, something changes in his face. There is the
               report of a gun. He stands motionless for a moment, then very
               slowly starts towards her. CAMERA IS SHOOTING OVER HIS
               SHOULDER at Phyllis as she stands with the gun in her hand.
               Neff stops after he has taken a few steps.

                                   NEFF
                         What's the matter? Why don't you
                         shoot again? Maybe if I came a
                         little closer?

               Neff takes a few more steps towards her and stops again.

                                   NEFF (CONT'D)
                         How's that. Do you think you can do
                         it now?

               Phyllis is silent. She doesn't shoot. Her expression is
               tortured. Neff goes on until he is close to her. Quietly he
               takes the gun out of her unresisting hand.

                                   NEFF (CONT'D)
                         Why didn't you shoot, baby?

               Phyllis puts her arms around him in complete surrender.

                                   NEFF (CONT'D)
                         Don't tell me it's because you've
                         been in love with me all this time.

                                   PHYLLIS
                         No. I never loved you, Walter. Not
                         you, or anybody else. I'm rotten to
                         the heart. I used you, just as you
                         said. That's all you ever meant to
                         me -- until a minute ago. I didn't
                         think anything like that could ever
                         happen to me.

                                   NEFF
                         I'm sorry, baby. I'm not buying.

                                   PHYLLIS
                         I'm not asking you to buy. Just
                         hold me close.

               Neff draws her close to him. She reaches up to his face and
               kisses him on the lips. As she comes out of the kiss there is
               realization in her eyes that this is the final moment.

                                   NEFF
                         Goodbye, baby.

               Out of the shot the gun explodes once, twice. Phyllis quivers
               in his arms. Her eyes fill with tears. Her head falls limp
               against his shoulder. Slowly he lifts her and carries her to
               the davenport. He lays her down on it carefully, almost
               tenderly. The moonlight coming in at the French doors shines
               on the anklet. He looks at it for the last time and slowly
               turns away. As he does so, he puts his hand inside his coat
               and it comes out with blood on it. Only then is it apparent
               that Phyllis' shot actually did hit him. He looks at the
               blood on his fingers with a dazed expression and quickly goes
               out of the room, the way he came.

               D-21 EXT. DIETRICHSON HOME - (NIGHT)

               Neff comes out of the house. He closes the front door with
               his right hand. His left arm hangs limp. He takes a few steps
               down the walk, then suddenly hears somebody approaching. He
               moves behind the palm tree near the walk. A man comes up the
               steps towards the front door -- Zachetti. Just as he reaches
               the door, Neff calls to him.

                                   NEFF
                         Hey you. Come here a minute. I said
                         come here, Zachetti. Zachetti turns
                         and approaches him slowly.

                                   NEFF (CONT'D)
                         The name is Neff.

                                   ZACHETTI
                         Yeah? And I still don't like it.
                         What do you want?

                                   NEFF
                         Look, kid, I want to give you a
                         present.

               He takes some loose change out of his pocket and holds out a
               coin.

                                   NEFF (CONT'D)
                         Here's a nice new nickel.

                                   ZACHETTI
                         What's the gag?

                                   NEFF
                         Suppose you go back down the hill
                         to a drug store and make a phone
                         call.

               Neff starts to drop the nickel into Zachetti's handkerchief
               pocket. Zachetti knocks his hand away.

                                   ZACHETTI
                         Keep your nickel and buy yourself
                         an ice cream cone.

                                   NEFF
                         The number is Granite 0386. Ask for
                         Miss Dietrichson. The first name is
                         Lola.

                                   ZACHETTI
                         Lola? She isn't worth a nickel. And
                         if I ever talk to her, it's not
                         going to be over any telephone.

                                   NEFF
                         Tough, aren't you? Take the nickel.
                         Take it and call her. She wants you
                         to.

                                   ZACHETTI
                         Yeah? She doesn't want any part of
                         me.

                                   NEFF
                         I know who told you that, and it's
                         not true. She's in love with you.
                         Always has been. Don't ask me why.
                         I couldn't even guess.

               Zachetti just stares at him. Neff moves again to put the
               nickel into Zachetti's pocket. This time Zachetti allows him
               to do it.

                                   NEFF (CONT'D)
                         Now beat it. Granite 0386, I told
                         you.

               He motions toward the street below.

                                   NEFF (CONT'D)
                         That way.

               Zachetti goes slowly past him. Neff grabs him and pushes him
               almost violently down the walk. Zachetti goes out of shot.
               The sound of his steps dies away as Neff looks after him.
               Then, far off in the distance, the SIREN OF A POLICE CAR is
               heard. Neff moves off through the shrubbery toward the side
               of the house where he parked his car.

                                                       DISSOLVE TO:

               D-22 NEFF'S OFFICE - (NIGHT)

               The desk lamp is still lighted. Outside the windows, the dawn
               is slowly breaking. Neff is still clutching the horn of the
               dictaphone. There are eight or nine used cylinders on the
               desk beside him. A widening stain of blood shows on the left
               shoulder of his gray jacket. He is very weak by now, and his
               voice holds a note of utter exhaustion.

                                   NEFF
                         It's almost four-thirty now, Keyes.
                         It's cold. I wonder if she's still
                         lying there alone in that house, or
                         whether they've found her by now. I
                         wonder a lot of things, but they
                         don't matter any more, except I
                         want to ask you to do me a favor. I
                         want you to be the one to tell
                         Lola, kind of gently, before it
                         breaks wide open... Yes, and I'd
                         like you to look after her and that
                         guy Zachetti, so he doesn't get
                         pushed around too much. Because...

               Suddenly he stops his dictation with an instinctive feeling
               that he is not alone in the room. As he turns in his chair
               the CAMERA PULLS BACK slowly. The office door is wide open.
               Keyes is standing a few steps inside it.
               Behind him, on the balcony outside, stands the night watchman
               and the colored janitor, peering curiously into the room over
               Keyes' shoulder. Slowly, and without taking his eyes off
               Neff's face, Keyes reaches back and pushes the door shut.
               Neff hangs up the dictaphone horn. He looks at Keyes with a
               faint, tired grin and speaks very slowly.

                                   NEFF (CONT'D)
                         Hello, Keyes.

               Keyes moves towards him a few steps and stands without
               answering.

                                   NEFF (CONT'D)
                         Up pretty early, aren't you? I
                         always wondered what time you got
                         down to work.

               Keyes, staring at him, still does not answer.

                                   NEFF (CONT'D)
                         Or did your little man pull you out
                         of bed?

                                   KEYES
                         The janitor did. Seems you leaked a
                         little blood on the way in here.

                                   NEFF
                         Wouldn't be surprised. Neff makes a
                         motion indicating the used
                         cylinders standing on the desk.

                                   NEFF (CONT'D)
                         I wanted to straighten out that
                         Dietrichson story for you.

                                   KEYES
                         So I gather.

                                   NEFF
                         How long have you been standing
                         there?

                                   KEYES
                         Long enough.

                                   NEFF
                         Kind of a crazy story with a crazy
                         twist to it. One you didn't quite
                         figure out.

                                   KEYES
                         You can't figure them all, Walter.

                                   NEFF
                         That's right. You can't, can you?
                         And now I suppose I get the big
                         speech, the one with all the two-
                         dollar words in it. Let's have it,
                         Keyes.

                                   KEYES
                         You're all washed up, Walter.

                                   NEFF
                         Thanks, Keyes. That was short
                         anyway.

               They stare at each other for a long moment, then, with
               intense effort Neff gets up on his feet and stands there
               swaying a little. His face is covered with sweat. His
               shoulder is bleeding. He is on the verge of collapse.

                                   KEYES
                         Walter, I'm going to call a doctor.

                                   NEFF
                             (Bitterly)
                         What for? So they can patch me up?
                         So they can nurse me along till I'm
                         back on my feet? So I can walk
                         under my own power into that gas
                         chamber up in San Quentin? Is that
                         it, Keyes?

                                   KEYES
                         Something like that, Walter.

                                   NEFF
                         Well, I've got a different idea.
                         Look here. Suppose you went back to
                         bed and didn't find these cylinders
                         till tomorrow morning, when the
                         office opens. From then on you can
                         play it any way you like. Would you
                         do that much for me, Keyes?

                                   KEYES
                         Give me one good reason.

                                   NEFF
                         I need four hours to get where I'm
                         going.

                                   KEYES
                         You're not going anywhere, Walter.

                                   NEFF
                         You bet I am. I'm going across the
                         border.

                                   KEYES
                         You haven't got a chance.

                                   NEFF
                         Good enough to try for.

                                   KEYES
                         You'll never make the border.

                                   NEFF
                         That's what you think. Watch me.

               Neff starts to move towards the door, staggering a little,
               holding himself upright with great effort.

                                   KEYES
                             (In a voice of stony calm)
                         You'll never even make the
                         elevator.

               Neff has reached the door. He twists the knob and drags the
               door open. He turns in it to look back at Keyes' implacable
               face.

                                   NEFF
                         So long, Keyes.

               Neff goes out, leaving the door wide open. THE CAMERA FOLLOWS
               his staggering walk along the BALCONY TOWARDS THE ELEVATOR
               LOBBY. The sound of his breathing is so harsh and loud that
               for a moment it dominates the scene. Finally he reaches the
               swing doors leading into the lobby and starts to push them
               open. At this moment he collapses. He clutches the edge of
               the door and as it swings around with him he falls to the
               floor. He tries to struggle up but cannot rise. In background
               comes the sound of a telephone being dialed.

                                   KEYES' VOICE
                         Hello... Send an ambulance to the
                         Pacific Building on Olive Street...
                         Yeah... It's a police job.

               There is the sound of the phone being replaced in its cradle.
               Then there are footsteps growing louder along the balcony and
               Keyes walks slowly into the shot. He kneels down beside Neff.

                                   KEYES
                         How you doing, Walter? Neff manages
                         a faint smile.

                                   NEFF
                         I'm fine. Only somebody moved the
                         elevator a couple of miles away.

                                   KEYES
                         They're on the way.

                                   NEFF
                             (Slowly and with great
                              difficulty)
                         You know why you didn't figure this
                         one, Keyes? Let me tell you. The
                         guy you were looking for was too
                         close. He was right across the desk
                         from you.

                                   KEYES
                         Closer than that, Walter. The eyes
                         of the two men meet in a moment of
                         silence.

                                   NEFF
                         I love you too.

               Neff fumbles for the handkerchief in Keyes' pocket, pulls it
               out and clumsily wipes his face with it. The handkerchief
               drops from his hand. He gets a loose cigarette out of his
               pocket and puts it between his lips. Then with great
               difficulty he gets out a match, tries to strike it, but is
               too weak. Keyes takes the match out of his hand, strikes it
               for him and lights his cigarette.

                                                       FADE OUT:

               THE END
