ASSASSINS



                                 Draft by 

                              Brian Helgeland


                          Based on a Screenplay by

                          Larry and Andy Wachowski








                                                 March 30, 1995












        FADE IN:

        EXT. PLAZA COLON/INT. BANK - DAY (1980)

        BLACK and WHITE.  The past was so clear-cut.  Or was it?

        Tiled roofs, the stark white stucco of a colonial town
        square.  Black iron bars at a bank.  A briefcase carried 
        in a man's hand.  A sniper's rifle being assembled.  Thick
        blocks of hundred dollar bills.  Placed in the briefcase.  
        A man's teeth as he smiles grimly at the sight. 

        Sounds over a SUBJECTIVE VIEW.  The BRIEFCASE SNAPS SHUT.  
        A VAULT DOOR SLAMS.  RUBBER SOLES WALK a tiled floor.  
        Ahead, brilliant, white light suffuses the exit.  Like 
        the way people describe near-death eperiences.  We're 
        either going outdoors or over to the other side. 
 
        A long rifle silencer juts from a window.  We see the
        shooter FROM BEHIND, a view OVER his shoulder.

        In the bank, the man crushes out a cigarette.  A pause
        and a DEEP EXHALE as we step outside into a flood of light.  
        In answer, the LOW PUFF of a SILENCER.

        Only the plaza pigeons notice.  As they take flight... 

        A man lies dead on the cobblestones.  And as we look UP 
        TOWARD the window, there's nothing there.  The pigeons
        wheel above the plaza.  We FOLLOW, finally losing them
        to the sky.  SLOWLY that sky BLEEDS from gray to blue.

        And as we PAN BACK DOWN...

                                                   DISSOLVE TO:


        EXT. MARSH - SUNSET

        We're no longer in a plaza, but in a vast marshland.  Not
        in the past, but in the present.  The sun sparkles over
        the water.  Two silhouetted figures move past in the dis-
        tance.  One walks a little behind the other.

        The man in front is KETCHAM.  He wears an expensive suit
        and Gucci loafers.  He swats at flies nearly too small to
        see, curses under his breath at the calf-deep mud.

        The man behind is RATH.  He moves easier; the flies don't
        seem to bother him at all.  His jeans are tucked into 
        rubber boots.  He holds a silenced .22 at his side.  Like 
        it was part of him. 

        They continue until one of Ketcham's shoes is sucked off
        by the mud.

                                KETCHAM
                  Aw-shit...

       Ketcham balances on one leg, holding his silk-socked 
       foot in the air.  The shoe disappears, filled with mud.

                                KETCHAM
                  When I first saw you I wasn't 
                  scared.  I was just wondering why 
                  you were dressed like that.
                         (re:  mud)
                  Now I know.  
		
       Ketcham pulls off his sock, sticks his foot in the mud.
       He smiles.  It feels good.  He pulls off the other shoe, 
       tosses it.  Grabbing for the other sock, he loses his 
       balance and sits down in the mud. 

       Rath waits patiently as Ketcham laughs at the absurdity
       of it all.  Ketcham finally pulls the sock off, then 
       stands, digs his toes into the dark, wet earth. 

                                KETCHAM 
                  This feels good. 
		
       They move on, Rath still a little behind.  Ketcham enjoys
       the new sensation, but after a bit, the pleasure fades. 

                                KETCHAM
                  It's twisted, but I'm honored.  
                  You're the best.  It means at 
                  least they're still afraid of me. 
			
       Ketcham looks ahead as they close on a grove of trees. 
       He knew they were going somewhere, but it's a chilling
       realization all the same. 

                                KETCHAM 
                  I knew this day would come.  But 
                  this morning, I could've sworn I 
                  was going to live forever. 
		
       They're only a few steps away from the first of the 
       trees.  Desperation begins to creep into Ketcham's voice.

                                KETCHAM
                  Any chance of you telling me who 
                  the Contractor was?  Huh?
                         (off no answer)
                  At least tell me how much I was
                  worth.  A dime?  Two?
		
       They're into the trees.  Ketcham doesn't need to be told.
       He stops just where a dead branch hangs from a tree. 

                                KETCHAM
                  Here?

       Rath uses the .22 to gesture Ketcham to the left.  Ketcham 
       gives the branch a wistful smile.  Leaving his last hope 
       behind, he takes a few steps over. 

                                KETCHAM 
                  We both play the game, Rath.  
                  Sooner or later the wheel turns.
                  For everybody.  Who's got your
                  bullet?  What kind of shoes'll
                  you be wearing when the day comes?

       Rath's answer is to move directly behind him.  Ketcham 
       is finally showing his fear.

                                KETCHAM
                  Whatever the contract is, I'll
                  double it.  Just say you couldn't 
                  find me.  Buy yourself some good 
                  karma. 

       Ketcham can't see, but he almost senses it as Rath raises 
       the silenced .22 to the back of his head. 

                                KETCHAM 
                  Oh, God.  Don't pull yet, not yet.
                  Christ, I've done some bad things 
                  in my time.
                         (trembling)
                  I can't die like this.  Not like 
                  a mark.  I'm not a mark!
		
       Finally, Ketcham begins to just cry.  Nothing left to say.  
       A man in mourning for himself.  But Rath is not 
       unaffected, not without his own peculiar version of mercy.

       Keeping the .22 steady, an inch behind Ketcham's head, 
       Rath reaches into his jacket.  He pulls out a second, 
       nearly identical silenced .22.  Ketcham looks down, 
       curious as the clip drops into the mud at his feet.  

       Rath, ready to fire at any sign of trouble, gently eases 
       the gun into Ketcham's hand.  Ketcham looks down, smiles.  
       It's his gun, his dignity.

                                KETCHAM
                  Hello, old friend. 
                         (hefts it; knows)
                  One in the chamber.

       Slowly, so Rath can see, Ketcham raises the .22, sets the
       tip of the silencer against the side of his head.  He 
       squints at the sun, the last thing he'll ever see.

                                KETCHAM 
                  Last few years I've been looking 
                  for a sunrise.  Maybe a sunset's 
                  better.
                         (a beat)
                  Thanks, Rath.
		
       The sun disappears over the horizon.  Ketcham squeezes 
       the trigger.  The SILENCER WHISPERS and he crumples, 
       begins to sink into the mud. 

       Rath lowers his gun.  He takes a deep breath and lets it 
       out slowly, standing alone in the middle of nowhere.  We
       TILT DOWN TO an EXTREME CLOSEUP of blood in the water.


       INT. HOTEL ROOM - DAY (LATE AFTERNOON)

       Rath closes the curtains.  There is a makeshift office on 
       the desk.  A cell phone is connected to a lap-top computer.  
       The prompt flashes expectantly.

       On the coffee table, we see the dismantled .22, spread 
       clean on a white towel. 

       Rath stands at a window looking out at the city.  He 
       leans forward until his forehead rests against the window.  
       He closes his eyes, enjoying the cool of the glass. 

       A beat.  Then he looks to the street below.  For just an
       instant, he's wondering what it would be like to fall. 
       Breaking from his reverie, Rath steps to the desk. 

       He sits, regards the computer with loathing, then types 
       in a long access code sequence.  He waits.

       After a few moments, a line of dialogue appears.  Rath 
       is communicating with someone... The Contractor.

       Contractor:  Where have you been, Robert?

       Rath:  Sick.  The flu. 


       INT. CONTRACTOR'S OFFICE - LATE AFTERNOON

       EXTREME CLOSEUP OF eyes, hands, mouth, computer, etc. 

       Contractor:  I don't believe you.


       BACK TO RATH

                                RATH
                  I don't care what you believe.
                  I want out.  I've had it.

       Contractor: I've been sitting on a prime contract.

       But these days, something else is on Rath's mind.

                                RATH
                  Who are you, you sonuvabitch?

       Rath:  Send the file.  I'll have the estimate tonight.

       Contractor:  I'm worried about you, Robert.

                                RATH
                  You should be. 

       Rath:  Don't be. 

       Contractor:  Good.  You are my #1.

       The screen goes blank.  A beat and the word "TRANSMITTING"
       appears.  Rath stands. 

       A slimline PRINTER HUMS, starts to reproduce a newspaper 
       photo of ALAN BRANCH.  Strong.  Hard eyes which Rath 
       studies a moment, then circles.  As a second sheet 
       feeds, Rath isn't that interested. 


       EXT. CITY STREETS - SUNSET

       Mist fills the air.  As night comes on, Rath walks.  He
       has no real purpose at the moment.  And the crowds don't
       magically seem to get out of his way.  He watches them
       laughing, talking, hurrying this way and that.  Rath's a
       loner.  An outsider.  Life moves around him, but he's not
       part of it.  At least not this version.  The mist turns
       to darkness.


       INT. MALL - UPSCALE WOMEN'S CLOTHING STORE - NIGHT

       Rath pauses, his eye caught by a scene inside.

       A dowager berates a female CLERK.  The Clerk takes it
       stoically, nodding, placating.  Huffing and puffing, the 
       dowager heads back to the racks.  The Clerk watches her 
       in exasperation.  No one deserves this kind of abuse.
       Rath is going to continue when, on an impulse, he decides
       to enter the store instead.


       INT. UPSCALE WOMEN'S CLOTHING STORE - NIGHT

       Rath steps inside, begins to look around.  The Clerk sighs
       to herself.  Another customer and it's almost closing time.

       The dowager jams the dress back on the rack and it falls
       to the floor.  She ignores it, but Rath doesn't.

                                RATH
                  I think you dropped something.

       The dowager gives him a look.

                                RATH
                  Maybe you better hang it back up.

       And it isn't a question.  The woman looks shocked, then
       gruffly hanging the dress back up, hurries out of the
       store.

       Tired, a bit apprehensive, the Clerk gives Rath a moment
       before joining him.

                                CLERK
                  Can I help you, sir?  We're just
                  closing.

       Rath suddenly wonders what the hell he's doing here.

                                RATH
                  I'm looking for something.  I, I'm
                  not sure what.
		
                                CLERK
                         (knows the routine)
                  Birthday?  Anniversary?

       Rath shakes his head.  There's something sad about him,
       but she misreads it.

                                CLERK
                  A fight.

       Rath starts to say something, but then stops.  She takes
       it as a yes to her question.

                                CLERK
                  You said something you regret?

       A beat.  It takes Rath a moment to confess:

                                RATH
                  Regret... Yes.

       She thinks, decides on a way to get rid of him.

                                CLERK
                  Are you really sorry?

       Rath nods.  He is.  Finding what she's looking for, she 
       holds up an elegant red velvet dress.

                                CLERK
                  Bring this home and she'll say
                  she's sorry.  But it's expensive.

       That price tag should get him out of here.  A beat.
       There's something oddly appealing about the moment.  It's
       hard to say, but Rath is charmed.  Then, almost shyly...

                                RATH
                  She's about your size.  Would
                  you?...

       The Clerk is caught off guard by this request.  She is
       all alone and it is getting late.  Still, it'd be nice
       to end the day with a sale.

                                CLERK
                  Give me two minutes.


       INT. MALL - UPSCALE WOMEN'S CLOTHING STORE - NIGHT

       Rath stares out the window.  There's something mournful
       almost haunting about him.  An old soul to be sure.


       INT. UPSCALE WOMEN'S CLOTHING STORE - NIGHT

       Rath scans the empty store, then checks his watch.  He's
       lost his mind.  As he heads for the door, the Clerk steps
       out.  The transformation is stunning.  Rath stops short,
       takes in the beauty of it all.

                                CLERK
                  What do you think?

                                RATH
                         (soft, gentle)
                  It's perfect.

       She can't believe it.

                                CLERK
                  I'll write it up? 

       She steps to a desk, scribbles out a receipt.  Rath
       notices an open textbook, several lines have been
       highlighted.

                                RATH
                  College?

                                CLERK
                  Do you think I'm too old?... My
                  daughter says I'm too old to go
                  to school... I just sit in right
                  now.  I don't have the money yet.
                  But I don't want to spend the rest
                  of my life selling somebody else's
                  dresses.  I mean, you're never too
                  old to have dreams, right?  To
                  start over?

       Rath looks away, can't hold her gaze.

                                RATH
                  I don't know.

       An awkward beat.  Then...

                                CLERK
                  Should I wrap it?

       Rath nods.


       BACK ROOM

       CLOSE as she finishes tying the box.


       STORE

       She steps out.  Her smile fades as she sees he's gone.
       The sale is lost.

                                CLERK
                  Damn!

       She plops the bow on the counter, then notices a wad of
       $100 bills sticking out from her textbook.

                                CLERK 
                         (softly)
                  Damn...
		
       She pulls them along with a note written on the back of
       a store business card.  She reads it.

       INSERT CARD:  Your daughter is wrong.

       She steps to the window, looks out.  Rath's lonely figure
       exits to the street outside.


       INT. HOTEL ROOM - NIGHT

       Outside it is raining.  Rath is at the window looking at
       a faded photo of his next target, Alan Branch.  On the
       street below a fire truck and an ambulance race along --
       SIRENS BLARING.  Rath crosses to his bed.  He reviews
       photos, scribbles notes as he scans articles, one head-
       line:  "Billionaire Recluse Linked to Financing of 
       Central American Death Squads."  A photo of a brother.
       An obituary mentions "car accident."

       Rath sketches a diagram on a legal pad.

       Satisfied with what he's got, he calls up a box on his
       computer screen and dials an Internet number.  A beat
       and he enters the access code.

       Rath picks up the photos of Branch.  Studies the eyes --
       circled, the only thing that matters.  They're cruel
       eyes.

       The network comes on line.  Rath takes a brath, lets it
       out slow.  Types:

       Rath:  I have my bid.


       EXT. AIRPORT - RUNWAY 32 - DAY

       An American Airlines 757 approaches right to left,
       descends toward the runway.


       INT. AMERICAN AIRLINES 757 - DAY

       Staring pensively out the window, Rath barely notices as
       the plane touches down.


       EXT. AIRPORT - RUNWAY 8 - DAY

       Someone else is here.  Left to right, an Avianca
       Airlines jumbo 747 glides silently down, its landing
       gear reaching out like talons.  As it touches down...


       INT. AMERICAN TERMINAL - DAY

       Rath walks, blends in perfectly with the crowd.


       INT. INTERNATIONAL TERMINAL - DAY

       Tired travelers trudge, clogs the concourse.  But one
       man moves briskly.  Singular of purpose.  Dressed
       stylishly, we don't quite see his face.  He's BAIN, a
       presence, and for whatever reason, no one ever seems to
       be in his way.


       INT. LUGGAGE CAROUSEL - DAY

       Rath reaches down, picks up a case.  


       INT. CUSTOMS - DAY

       A glass booth.  A similar case is checked off.  The
       CUSTOMS OFFICER looks up at Bain, who we still only see
       in glimpses.  And reflections.

                                OFFICER
                  Is your visit business or pleasure?
		
                                BAIN
                  Both.


       EXT. AMERICAN TERMINAL - DAY

       Rath gets into a hotel courtesy van, blending in with
       everyone else.


       EXT. INTERNATIONAL TERMINAL - DAY

       Seen FROM BEHIND, Bain cuts a swath, raises a hand for
       a cab which immediately scoots forward to meet him.


       EXT. CITYSCAPE - DAY

       Pretty, but with a sense of foreboding.  It isn't big
       enough for the two of them.  Bain's cab moves briskly along.


       EXT. OAKWOOD CEMETERY - SUNSET

       The sky glows red.  The taxi waits, parked just inside 
       the gates.  In the distance, Bain moves among...


       HEADSTONES 

       There are rows of chairs set up.  A fresh grave has been 
       dug.  Preps for a service tomorrow.  Perfectly at home, 
       Bain wanders as though looking for something specific.

       An old CARETAKER in a pair of worn coveralls watches from 
       a mausoleum.  His voice dies on the wind.

                                CARETAKER
                  Can I help you?
		
       Bain turns.  It's our first good look.  His features are 
       strong, refined.  He looks like a fine young man.  He's 
       not.  He smiles warmly.

                                BAIN
                  I'm looking for someone. 
		
                                CARETAKER
                         (steps over)
                  What's the name?  I'll check the 
                  plot map for you.
		
                                BAIN
                  He's not dead yet. 
		
       Turning, Bain heads off.  The Caretaker just shrugs.


       INT. DRUG STORE - MAGIC HOUR

       FROM OUTSIDE we see Rath move down the aisles.  Selecting
       an odd array of items.  Rolls of gauze.  A box of plaster
       of paris.  A sling... He pays and exits onto the busy
       sidewalk.


       EXT. OAKWOOD CEMETERY - DAY (LATE AFTERNOON)

       A crowd of onlookers.  Police lines.  Private security
       guards control entrance into the service area itself.
       The media are here in full force.
					
                                REPORTER #1
                  ... Just witnessed the arrival of
                  recluse billionaire Alan Branch.
                  Here attending the funeral of his
                  brother, Samuel Branch, who died
                  last week in a tragic car accident...

       We MOVE PAST Reporter #1 TO...

                                REPORTER #2
                  Alan Branch has not been seen since
                  testifying at a Senate hearing ten
                  years ago.  At the time he was
                  questioned for his alleged
       		financing of right wing death
                  squads throughout South and 
                  Central America.  Branch was
                  born in...


       SECURITY TABLE

       Seated, a "Security Systems" tech checks a name against 
       a driver's license with Rath's picture.  It carries the
       name Paul Gray -- the name Rath typed into the computer. 
       He looks up and hands the license back to Rath.

       As he turns we see that under his jacket, his right arm 
       is in a cast, in a sling close to his side.  He moves 
       past a hearse and several limousines as he joins other 
       latecomers who are walking up a hill towards a group at 
       a gravesite.


       EXT. GRAVESIDE - DAY (LATE AFTERNOON)

       As a soloist finishes the last notes of "Ave Maria."  The
       PRIEST invites those assembled to stand.  All do except
       for Alan Branch in his wheelchair.  He is ten years older 
       than the photo -- now frail but with the same eyes.  His
       BODYGUARDS stand on either side.

       We see Rath move into position across the grave from 
       Branch.  Rath removes a piece of white tape from his cast, 
       exposes a barrel opening.

       The Priest raises his hands, all heads bow.  Branch's.  
       Rath's -- though his eyes stay on his mark.

                                PRIEST
                  I am the resurrection and the life,
                  saith the Lord.

       As the Priest continues, Rath twists his body slightly,
       taking aim with the .22 which must be inside the cast.
       He's got a clean shot at the back of Branch's head.

                                PRIEST
                  ... shall not die, but have
                  everlasting life.

       Rath's about to squeeze the trigger...

                                PRIEST
                  Amen...

       Water pelts as sprinklers surge to life on all sides of
       the service area.  Bad timing.  Or is it?  All heads turn.
       Several people move to get away from the spray.


       EXT. GRAVESTONE - DAY

       It is Bain sighting along the barrel of his silenced
       rifle.


       TELESCOPIC POV OF BRANCH

       in his wheelchair.  TIGHT ON a spot above his heart.


       BACK TO GRAVESITE

       Rath spins back to look toward Branch.  The old man's 
       head is still bowed in prayer.  Or is it.  Crimson 
       spreads out across his white shirt.  He's been shot 
       through the heart.  As one of the Bodyguards realizes...

                                BODYGUARD
                  He's been shot!

       The crowd panics -- people running everywhere.  Rath 
       spots a young caretaker.  Wearing coveralls.  Nonchalantly 
       heading off beyond a mausoleum, wheeling a trash can full 
       of leaves.  It's Bain.

       Rath turns his body to aim.  In all the confusion, no
       one notices a .22 shell.


       BAIN 

       Reacts as a BULLET drills the trash can.  Pulling a 
       sniper's rifle from the can, he runs, dives as another 
       BULLET RICOCHETS off the tombstone just in front of him.


       BODYGUARDS 

       All this has attracted their attention.  Drawing guns, 
       they charge after Bain.  He comes up FIRING silently.  
       The Bodyguards go down.  But now police are on the way.


       BAIN

       Stands and tries to run.  Again, he's pinned down as TWO
       BULLETS blossom granite around him.  He scans the crowd,
       has no idea who's shooting at him.


       CEMETERY

       And a small army of POLICEMEN are advancing, service
       revolvers everywhere.

                                POLICEMAN
                  Drop it!  Now!

       Bain makes one last attempt to move.  A BULLET nearly
       takes off his ear.  Making a strategic decision, he 
       tosses out his rifle and waits for the cops.  In an 
       instant, they've surrounded him.  They pin him to the
       ground -- find his .22 pistol and handcuff him.


       RATH

       He sidesteps for a clear shot; Police are everywhere.

                                RATH
                  Move, you sonuvabitch.  Give me a
                  line.  Goddamnit, get out of the
                  way.

       Cursing again under his breath, he won't take the chance 
       of hitting a cop.


       BAIN

       As they hustle him along, he ducks and weaves, perfectly
       aware of how to take advantage of his human shield.  For
       an instant, he sees a man.  Fifty yards away.  
       Silhouetted by the low sun.  Watching.  Bain squints
       against the light, can't make him out, but knows it's
       Rath.  He ducks.


       CEMETERY

       Far ahead Rath sees Bain being frisked against a police
       cruiser.  The cops handcuff him, shove him in the back.
       His rifle goes in the front.  

       In a moment the cruiser rolls out, led by a second.

       Rath hurries across the cemetery, headed for...


       EXT. CEMETERY - UPPER ROADWAY

       Rath climbs into his rent-a-car.  He releases two Velcro
       strips and the cast neatly separates -- revealing his
       silenced .22 held comfortably in his hand.  He slaps in
       a new clip and ROARS forward.


       EXT. INTERSECTION - LATE DAY

       Rath eyeballs the street.  Crowded with people and cars.
       The police cruisers are gone.


       INT. RENT-A-CAR - MOVING - LATE DAY

       Rath continues, reaches under the seat for a portable
       police band RADIO.  He switches it ON.  Garbage until:

                                COP #1 (V.O.)
                  This is twenty-three.  Proceeding 
                  to 7th with suspect in custody.  Over.

       As the DISPATCHER ROGERS they got the message, Rath
       spins the wheel, hangs a right to try and catch up.


       EXT. STREET - LATE DAY

       Two police cars race by.  Bain is in the back seat of
       the second one.


       INT. POLICE CRUISER - STREETS - LATE DAY

       Bain sits in the back seat.  Handcuffed.  Separated from 
       the two cops up front by a steel mesh screen.  The 
       sniper's rifle is in the front seat.

       The second cruiser is up ahead, leading the way.  As 
       city blocks whizz past, Bain stares back over his 
       shoulder.  The street is empty behind them. 

       Bain stares ahead.  Silent.  Behind his back, he grips his 
       left hand with his right thumb.  Slowly, he pulls his left 
       thumb out of its socket.  The digit folds unnaturally into 
       his palm, as Bain slides the cuff over his hand.


       INT. RENT-A-CAR - LATE DAY

       Rath turns onto Victoria.  No police cruiser in sight.
       Rath turns west, GUNS it.


       INT. POLICE CRUISER - STREETS - LATE DAY

       Speeding along.  COP #1 looks back at Bain who stares
       out the side window.

       As Cop #1 looks ahead -- BOOM!  Bain rears back with both 
       feet and kicks out the side window.

       Before either Cop can even react, Bain reaches through 
       the rear side window and through the driver's side
       window.  As he wrenches back on Cop #2's neck...


       EXT. STREET - LATE DAY

       The CRUISER SKIDS out of control.  It slams into a row of 
       parked cars, straightens for an instant before it cart-
       wheels end over end, lands on its roof.

       The second cruiser starts to break as they realize 
       what's happened behind them. 

       A silent moment before Bain pulls himself out the side 
       window of the wreck.  He has blood trickling from his
       hairline.

       Bain reaches into the cruiser for his rifle.  Cops #1 and 
       #2 hang upside-down in their seats.  Cop #2's neck is 
       twisted -- broken.  Groggy, Cop #1 is still alive.

       Bain lies flat on his stomach, aims back through the 
       window at Cruiser Two which has turned and is speeding 
       back the other way.


       INT. CRUISER TWO

       COP #3 is on the radio as cop #4 drives. 

                                COP #3
                  Officers down.  We need an aid
                  car, now, twenty-seven hundred
                  block.  Victoria Ave.


       INT. RENT-A-CAR - MOVING - LATE DAY

       Rath has the calls, hangs a right. 


       INT. CRUISER TWO - MOVING - LATE DAY

                                COP #3
                  Request backup and ambulance to...

       Suddenly the WINDSHIELD SPIDERWEBS and Cop #3 is hit in 
       the chest.


       INT. CRUISER ONE - UPSIDE DOWN - LATE DAY

       Bain FIRES again.


       INT. CRUISER TWO - MOVING - LATE DAY

       The other side of the WINDSHIELD SPIDERWEBS.  Cop #4 is
       hit.


       INT. CRUISER ONE - UPSIDE DOWN - LATE DAY

       Upside down Cop #1 twists a desperate look back at Bain.

                                COP #1
                  Don't shoot me.  Please. 

                                BAIN
                         (agreeable)
                  Okay.

       Bain rolls clear as Cruiser Two slams into and through 
       Cruiser One.


       EXT. WRECKAGE - LATE DAY

       Bain looks at the wreckage for a beat and disappears
       between two buildings -- the rifle at his side.


       INT. RENT-A-CAR - SUNSET

       Rath slows as he nears the wreckage.  Bain is nowhere in 
       sight.  Rath stops.  Holding his .22, Rath leans low 
       out of the sedan for a quick look.  Four dead cops, but 
       no Bain.  Just a discarded pair of coveralls on the 
       sidewalk. 

       Rath scans the deserted streets.  It's a little spooky.
       Then, a shadow moving.  Across the street. 


       EXT. STREET - SUNSET

       Rath gets out of his rent-a-car, .22 in hand.  As we hear
       a DISTANT SIREN, Rath crosses to a chainlink fence, peers
       through.

       Our hearts are in our throats as, without warning, a big
       watch dog lunges at the fence.

       But Rath is unphased.  He gets back in his car, continues
       driving and scanning for any sign of life.  


       EXT. STREETS - SUNSET

       He hangs a left, coasts, then hangs a right.  A block
       ahead, a yellow cab waits at a red light.  Rath looks a
       little more determined as it gives him an idea.  A police
       car races by.


       INT./EXT. YELLOW CAB/INTERSECTION - NIGHT

       The DRIVER's eyes look to the rearview as headlights
       loom.  He winces as his cab is bumped from behind.


       EXT. INTERSECTION - NIGHT

       Rath gets out of the sedan and the Driver out of the cab.
       As they converge on the bumper...

                                DRIVER
                  There better not even be a scratch,
                  you dumb sonuva --

       Before the Driver can finish his point, Rath knocks him
       cold with a short, powerful punch.  He catches the man,
       drags him over to the safety of the sidewalk.

       Rath relieves the Driver of his cap, sticks two hundred
       bucks in his hand and hops into the cab.  The light
       turns green and he's off.


       INT. YELLOW CAB - NIGHT

       Cap on, Rath is behind the wheel.  He turns up the CB, 
       hoping to get lucky.  CALLS CRACKLE, then... 

                                DISPATCH (V.O.)
                  Who's near Adams and Nine?  I got 
                  a fare going to the airport.

       Rath picks up the mic, pulls the Driver ID from the 
       dash, checks the cab's ID number.

                                RATH
                  This is 501.  I got it.

       Rath clicks off, shoves the ID under the seat.  Sticking
       the .22 down between his legs, he rolls.


       EXT. ADAMS AND NINE - NIGHT

       An empty payphone on the corner.  Not a soul in sight.
       The Yellow CAB pulls up, IDLES at the curb.


       INT. YELLOW CAB - NIGHT

       Rath holds the .22 with one hand, the door handle with
       the other.  Tense as a tiger ready to spring.

       A couple exit from a dingy bar across the street.  Rath
       looks over, frowns as they start toward him.

       In that instant, the opposite passenger door opens and
       someone gets in the back.  As the door slams shut, Rath
       checks the rearview mirror.

       It's Bain.  He carries his rifle wrapped in his jacket.
       For the first time we realize that the front and back of
       the cab are separated by bullet-proof glass.

       An awkward silence as Rath slides the .22 back between
       his legs.  Bain looks at his eyes in the rearview.  (Bain
       never really saw him at the cemetery.)

                                BAIN
                  Is there a problem?
		
                                RATH
                         (cool as can be)
                  The airport, right?

                                BAIN
                  Right.

                                RATH
                  No problem.


       EXT. INTERSECTION - NIGHT

       As the Yellow Cab pulls away, we get the distinct feeling
       this is going to be no ordinary cab ride.


       INT. YELLOW CAB - NIGHT

       Rath studies Bain in the rearview.  Bain stares out the
       side window, chuckling to himself, a thin trickle of
       blood on his temple.

                                RATH
                  You're cut.

       Bain touches the blood, looks at it a bit surprised.

                                BAIN
                         (smiles)
                  I had an accident at work.
		
                                RATH
                  What kind of work?
		
                                BAIN
                  Look, I'm, how do you say?  Dead tired.  
                  Save the chitchat for someone else.  

       Rath nods.  Bain stares out the window.  Rath continues
       studying him.

                                                   CUT AHEAD TO:


       EXT. AIRPORT NEIGHBORHOOD - NIGHT

       The Yellow Cab rolls through the intersection.  An 
       airport exit is coming up.


       INT. YELLOW CAB - ROLLING - NIGHT

       The cab passes the airport turn-off.  Bain sits up.

                                BAIN
                  What're you doing?

                                RATH
                  What?

                                BAIN
                  That was the turn-off for the
                  airport back there.

                                RATH
                  Sorry.

                                BAIN
                  Yeah, well, you just blew your tip, pal.

                                RATH
                  You think I'm running you up?

                                BAIN
                  Just do your job.


       EXT. CURB - SOCCER FIELD - NIGHT

       Rath pulls to the curb, lurches to a stop.  On an 
       adjacent field, a soccer match in progress.


       INT. CAB - STOPPED - NIGHT

       Rath slaps the cab in park, looks over his shoulder at
       Bain.  Only we see Rath grip the .22.

                                RATH
                  Get out.
		
                                BAIN
                  What?
		
                                RATH
                  You think I'm running you up?
                  Get out.
		
                                BAIN
                  You can't --
		
                                RATH
                  The hell I can't!  Get out!

       Bain almost finds it funny.  He opens the door to get
       out.  Rath faces forward.  He'll shoot him when he does.

                                BAIN
                  I don't believe this.

       Bain has one leg out when he looks back, sees the ID is
       missing from the dash.  An odd beat as Bain wonders.

       Bain looks to Rath's eyes in the rearview.  It's now all
       the confirmation he needs.

                                BAIN
                  Cojones de Dios.  Robert Rath.

       The cab rocks as both men draw their guns.  Bain is
       poised at the door; Rath leans back across the front
       seat.  They draw down on each other despite the glass. 
       Bain looks like he'll make a run for it, but then...

                                BAIN
                  I get out, pow, you got me.

       Bain pulls the door closed, smiles.

                                BAIN
                  Now what?

                                RATH
                  Who are you?
		
                                BAIN
                  Cono.  Robert Rath wants to know 
                  me.
		
       Bain leans back, a big moment for him. 

                                BAIN
                  Bain.  Miguel Bain.
                         (laughs)
                  I don't believe this.  You rolled
                  some cabbie, then waited for the
                  right call.  That's genius, man.
                  Genius.
                         (really impressed)
                  And then you got the balls to sit
                  there and bullshit with me.  No
                  way I could've done that.
 	 	
                                RATH
                  You stole my contract.  How did
                  you know?

       Bain admires Rath's gun.  What begins to show through is 
       that in a twisted way, Rath is Bain's hero.

                                BAIN
                  A silenced Smith Wesson .22.  
                  Classic.  I switched when I heard
                  that's what you used.
                         (re: rifle)
                  Excuse this.  It was a long shot.
 	 	
                                RATH
                  Who contracted you?
 	 	
       Bain looks across to where the kids play soccer.  Co-ed.
       As Bain rolls down his window...


       EXT. SOCCER FIELD - BAINS POV OF GAME - NIGHT


       BACK TO CAB

                                BAIN
                  Why don't you drive?  We can get 
                  acquainted.  Chitchat.
 	 	
                                RATH
                  We'll sit.

       Rath sees the kids, too as Bain levels the sniper's rifle.


       EXT. SOCCER FIELD - NIGHT

       The SOCCER BALL EXPLODES in mid-air as Bain FIRES.  The
       kids stand confused.  The silencer muffled the report.


       INT. YELLOW CAB - PARKED - NIGHT

       Bain smiles at Rath.

                                BAIN
                  Drive.
                         (aims again)
                  Number thirteen looks tired.  Maybe
                  she needs a rest.

       Bain's finger curls around the trigger as he follows a
       girl down the field.


       EXT. SOCCER FIELD - LONG LENS POV - NIGHT

       of girl playing.


       INT. YELLOW CAB

                                BAIN
                  Help me out, Rath.  A moving
                  target.  That's the front sight,
                  right?


       EXT. CURB -  SOCCER FIELD - NIGHT

       Rath throws it into drive and starts away.


       INT. CAB - MOVING ACROSS BRIDGE - NIGHT

       Bain smiles.

                                BAIN
                  Protect the innocent.  That's weak.
                  You could've had me in the 
                  cemetery, but you couldn't shoot 
                  the cops.  You're Antiquado.
 	 	
                                RATH
                  And you've got a lot to learn.
 	 	
       THWUMP!  Rath looks back to where a slug is imbedded in 
       the glass.  Bain coughs as the rifle smoke clears.

                                BAIN
                  I had to try.  I mean, who knows?


       EXT. CAB - STREET - BRIDGE - NIGHT

       Two POLICE CARS SCREAM by going the other way.


       INT. CAB - MOVING - NIGHT

                                BAIN
                  They look pissed, huh?
 	 	
                                RATH
                  I wouldn't be surprised.
 	 	
                                BAIN
                  How'd you like the cemetery?  Rome.
                  14 BC.  They killed a General,
                  Flavius, at his brother's funeral.
                  But I couldn't wait for Branch's
                  brother to die.  So I killed him,
                  too.  Proud of me?

       Although he's actually impressed, Rath doesn't answer.
       He's too busy trying to figure a way to take Bain out.

                                BAIN
                  I killed a guy in his bathtub
                  once.  Was a bitch, but I wanted
                  to do him like they did Marat...
                  You know, the French Revolution?

       Rath just stares grimly ahead.  Bain's a bit disappointed.
       After a beat.

                                BAIN
                  It was nice meeting you, Rath.
                  Someday, I'll tell my little
                  nietos about this.

       Moving like lightning, Bain slides, reaches the RIFLE
       through the right rear passenger window and FIRES.

       The first SHOT BLOWS OUT the passenger WINDOW.  As Bain
       moves the rifle in for a better shot, Rath jerks the 
       wheel hard left.  Off balance, Bain's second SHOT drills
       the roof at Rath's head.


       EXT. CITY STREET - NIGHT

       Rath jerks the wheel, sends the cab sliding across the 
       yellow lines.  A HORN BLARES as he hurtles toward an
       oncoming car and a head-on collision!

       Bain FIRES a wild third shot -- the windshield spiderwebs.

       Rath cuts hard back across the yellow lines.  The cab 
       slides, slams into the side of a bus traveling the same
       direction.

       As Bain FIRES again, Rath slams the cab against the side
       of the bus, smack into an "I am the NRA" placard.  The
       rifle is ripped from Bain's hands.

       The cab bounces off, continues on.  The rifle is crushed
       under bus wheels.  Bain's lucky to still have his arm.


       INT. YELLOW CAB - NIGHT

       The bus continues, Rath slams on the brakes.  Bain bangs
       into the glass as the cab shudders to a stop.


       EXT. CAB - STOPPED - NIGHT

       Rath is getting out of the cab, .22 at the ready.  Bain's
       got about three seconds to live and knows it.

       Several blocks away a POLICE CAR -- LIGHTS FLASHING -- 
       races towards them.

       SIRENS WAIL.  Gritting his teeth, Rath gets back behind
       the wheel.  A huge grin from Bain as he looks back at the
       police car that's bearing down on them.  Rath throws it
       in gear, flips a U-turn and races off.


       INT. CAB - ACCELERATING - NIGHT

                                BAIN
                  You and me.  We're teammates!
                  Companeros!
 	 	
       Rath speeds up.  Faster and faster.  Bain suddenly 
       doesn't feel so safe, beat.  As Bain buckles his 
       seatbelt...


       INT. POLICE CAR - NIGHT

       Where one of the OFFICERS is on the radio.

                                OFFICER
                  ... in pursuit of yellow cab, 
                  number 5-0-1, reported stolen 
                  near same twenty as officers
                  down.  Proceeding west on...


       EXT. POLICE HELIPAD - NIGHT

       Two police officers race to waiting HELICOPTER.  As it
       LIFTS OFF towards the skyline of the city.  We LIFT OFF
       next to it, RISING and SWINGING WITH it as it turns 
       towards the city skyline.


       EXT. CITY STREETS - CHASE - NIGHT

       The cab at 60.  The cop car stays with.  A hard braking 
       left and then a sliding turn and the cab is nearing a 
       street running under a viaduct.


       INT. YELLOW CAB - CHASE - NIGHT

       Bain smiles as they leave the cop behind.

       Ahead, a second cop car turns off a side street and heads
       right at them.  Rath turns under a viaduct.

                                BAIN
                  Can you feel it, Rath?!  It's
                  real!  We're alive!
 	 	
                                RATH
                  Don't count on it.
 	 	
                                BAIN
                  Before I went freelance, I was
                  an exchange student.
                         (smiles)
                  C.I.A. University.  You were a
                  legend at Langley.  Even if you
                  were Army.
                         (looks ahead)
                  I know this neighborhood.  Turn in here.

       Rath turns under a viaduct.


       EXT. ROAD UNDER VIADUCT - NIGHT

       It's a race with the two police cars right behind.


       INT. YELLOW CAB UNDER VIADUCT - CHASE - NIGHT

       Down the straightaway, two sets of cop lights and SIRENS
       behind them.  Bain leans forward, right behind Rath.

                                BAIN
                  I studied everything you ever
                  did, Rath.  God damn you were
                  good.  You and the Russian.
                  Nicolai Talinkov --

       The name hits Rath like a hammer.

                                RATH
                  Tachlinkov.  How did you know
                  about Nicolai?

       Rath turns, nearly broadsiding a train car.

                                BAIN
                  They said he shaded you.  Over
                  and over.  And in the end, he
                  aced you.  Shaded and faded.
                  They say he's living on some
                  Greek island, but I say you
                  were the best.  I say Nicolai's
                  dead as a clavo.
                         (thinks; smiles)
                  A doornail.  Am I right?

       Rath doesn't answer.

                                BAIN
                  I heard you guys played chess.
                  Coded in the New York Times
                  obituaries.

       Rath's past is chasing him almost as hard as the cops.

                                BAIN
                  Ten miles of microfilm, but I
                  found it.  The last game ends
                  before anyone wins.
                         (smiles)
                  He thought you were his friend.
                  That's how you got him, right?


       EXT. INTERSECTION - VIADUCT - NIGHT

       Rath starts to answer when... Suddenly an enormous truck
       appears, blocking their path.  Rath is forced to brake.
       He whips the wheel around, powerslides a grinding U-turn 
       in front of the truck.

                                BAIN
                  Hey, Rath.
                         (opens door)
                  Black queen to king's bishop 4!

       Bain throws himself out of the door.  Rath whips a look
       over his shoulder as Bain tumbles head over heels toward
       the truck.  What he said means something, but no time to
       explain now.  As he continues...
 	 	

       BACK TO BAIN

       Pushing himself to his hands and knees, Bain watches the
       two cars disappear.  He disappears into the darkness.


       EXT. INTERSECTION - VIADUCT - NIGHT

       The cab races away from the intersection with the police
       cars in pursuit.


       INT. YELLOW CAB - NIGHT

       Rath takes another hard turn.  But suddenly the cab is
       bleached white by a searchlight.


       INT. POLICE HELICOPTER - NIGHT

       Where a HELI-COP trains the light on the cab below. 

                                HELI-COP
                  We got you now, rabbit. 


       EXT. SKY - AERIAL - NIGHT

       From above the chopper blades of the police helicopter
       chasing the cab below -- we see the cab appearing, dis-
       appearing, and reappearing from underneath a viaduct 
       below.

       The cab passes under an overpass.  They lose sight of it,
       but it'll only be for a moment as they move up and 
       around.


       EXT. CAB YARD - NIGHT

       The cab appears from around a corner sliding quickly into
       a parking lot.  Rath slips out the door and disappears.


       EXT. CAB YARD - AERIAL - NIGHT

       Down below we see a parking lot full of cabs and the
       first police car to arrive.


       EXT. PARKING LOT - NIGHT

       The other cop cars pull up.  As the police begin to 
       search, and the helicopter hovers overhead, we follow
       the beam of the Zenon light up to the chopper where
       everything becomes white...

                                                   DISSOLVE TO:


       INT. HOTEL ROOM - NIGHT

       The white of Rath's computer screen.

       Rath types, calls up a file.  A chess game sets up in
       four neat rows.  A line reads:  Game Started May 5, 1980.
       The pieces move, accompanied by COMPUTER VOICE notation 
       of the move and the date they were made.  Rath studies
       the screen.

                                RATH
                  Fifteen years and I still 
                  remember.
                         (watches)
                  Those were good moves, Nicolai. 
                  You were the best. 
 	 	
       The screen and the computer voice both ask:  ENTER NEXT
       MOVE.  A beat before Rath types in the move Bain gave
       him.

                                RATH
                  Bishop takes rook pawn. 

       A big moment as the computer moves:  Bishop takes rook
       pawn.  A beat and the screen starts to flash:  CHECK. CHECK.
       CHECK.  

       Rath can't believe what he's seeing. 

                                COMPUTER VOICE (V.O.)
                  Game in check. 
 	 	
                                RATH
                         (softly)
                  I'm a mark.  A mark... Who the hell
                  is Miguel Bain?

       A pause.  Rath finally clears the screen, types the 
       access code, waits.  As the system comes on line. 

       Contractor: Hello, Robert. 

       Rath:  Who the hell is Miguel Bain?

       Contractor: That's no way to talk to a lady.

       Rath: Who???

       Contractor: The name Bain is not familiar. 

                                RATH
                  Are you setting me up?
                         (a beat)
                  Is this how it went, Nicolai?

       Rath: He was there.  He stole the contract.

       Contractor: I'll make inquiries, Robert.

                                RATH
                  I bet you will.

       Contractor: $2,000,000.  That's the bonus on the next
       contract.

                                RATH
                  I quit.  I'm gone. 
 	 	
       Rath moves to shut down the rig, but then hesitates.

       Contractor: Robert?  Are you there?

                                RATH
                  Two million.  Two million and I'm
                  gone.
 	 	
       Rath: Location?

       Contractor: Seattle.

       Rath: The mark?

       Contractor: Surveillance expert.  Selling a synthetic
       heroin formula to a Dutch buyer.

       A beat as Rath thinks things over.  Then...

       Rath: Conditions?

       Contractor: Retire the mark, retire the buyer and retrieve
       the information.  A computer disc.
 	 	
       Rath watches as miniaturized pages flash on his screen.
       Many of an angular-faced Dutch man.  His henchmen.  A 
       complete file, except...

       Rath: The surveillance jacket on the seller?

       Contractor: A ghost.  All we have is an internet logo.

       The transmit prompts again.  The screen goes black except
       for two green, slit-iris cat eyes.  Under that, 
       MEOW@comsat.next.  And as we move in on the eyes:

                                                   MATCH CUT TO:


       INT. ELECTRA'S APT. - ELECTRA'S KITCHEN - PEARL - DAY

       A live cat with the same eyes.  She watches as a kid's
       remote control dump truck whirs past her.  In the truck
       bed, a bowl of tuna fish.  Pearl chases.  Her pride stops
       her.  She waits, pounces as the truck backs up.  Pearl
       wins.  As she eats...

       Electra sets down a remote control, kneels to watch Pearl
       eat.  A surveillance genius, an "information assassin,"
       Electra depends on smarts and intuition to succeed in a
       dangerous world.  Like most geniuses, she's a free 
       spirit.

                                ELECTRA
                  Mmmm.  Hungry Pearl.

       Electra steps over to check on the progress of a coffee
       machine.  Almost done.

       As she waits, she flips through a packet from "One Hour
       Photo."  All photos of Pearl.  Electra stops to study
       one.

                                ELECTRA
                         (shows Pearl)
                  I like this one, baby.  It's your
                  good side.

       She pours coffee, takes a sip, sighs with satisfaction.


       EXT. ELECTRA'S APARTMENT BUILDING - DAY

       At the base of three massive transmit towers.  Two
       stories, eight apartments.  We see Electra enter her
       second floor living room.  In the apartment directly
       below we see a young couple (JENNIFER & BOB) fighting.


       INT. ELECTRA'S APARTMENT - LIVING ROOM - DAY

       Like the control booth of a low-rent network television 
       show.  TV's of various size, make and quality are stacked 
       and set in a semi-circle around an overstuffed chair.  

       Electrical cables and bundles of fiber optical cable are
       duct-taped to the walls.  Some disappear through holes
       punched in the floor, others the ceiling.  They hang like
       vines in a jungle.

       Electra settles into her chair.  Flicks a remote.  The
       CD PLAYER KICKS IN SOME MUSIC.  The first two TVs show
       empty apartments.  A third -- an old woman rolling out 
       dough.  The view is wide-angle, from above.  Just like 
       a cooking show.

                                ELECTRA
                  Yummy.

       Electra switches on another TV.  Jennifer and Bob's
       argument.

                                BOB (V.O.)
                         (TV)
                  I don't give a shit what your
                  mother thinks.  I'm not sleeping 
                  with your mother; I'm sleeping 
                  with you.
 	 	
                                JENNIFER (V.O.)
                         (TV)
                  You won't be for long with that
                  attitude.

       Electra turns UP the VOLUME, leans forward as the drama
       unfolds.

                                BOB (V.O.)
                         (TV)
                  Jesus, Jennifer, if you're so god
                  damned worried about your mother's
                  approval, why don't you move back
                  home so she can pat you on the
                  head when you do something right.
 	 	
                                ELECTRA
                  Jerk.

       Electra's PAGER SOUNDS.  She barely looks at it.

       Jennifer starts to say something, but stops, trying to
       keep herself from crying.

                                BOB (V.O.)
                         (TV)
                  Oh good.  Go ahead and cry.

       Jennifer exits the room, slams the door hard behind her.

                                BOB (V.O.)
                         (TV)
                  You like to slam doors? 	 	

       Electra switches one of the sets to a shot of Jennifer
       crying in her bedroom.	 	

                                BOB (V.O.)
                         (TV)
                  I can slam doors too! 	 	

       Bob exits the apartment, slamming the door on his way
       out.  Electra switches all the TVs to shots of Jennifer.
       She watches, listens to her cry.

       Affected, Electra reaches out, her fingers lightly
       touching the screen.  She isn't simply a voyeur.  She
       cares about these people's lives.  As her PAGER SOUNDS
       again...


       TELEPHONE TABLE

       A system like Rath's.  Electra picks up a cellular, dials.  
       As a woman's voice answers, Electra clicks a stopwatch.

                                WOMAN (V.O.)
                  Room one-fifteen.

       Slipping a filter over the mouthpiece, Electra responds
       in a deep baritone.

                                ELECTRA
                  I have the merchandise.  
                         (or alternate)  
                  I have the disc.

       She picks up a computer disc, holds it at arm's length.

                                WOMAN (V.O.)
                  The buyers arrive at noon.  
                  Flight 10-55.

       Electra covers the receiver, thinks things through.

                                ELECTRA
                  Off the plane.  Customs.  
                  They're Dutch... A half hour.

       She twists the filter to the high pitch of a child.

                                ELECTRA
                  I'll attempt contact at 12:30 and
                  every fifteen minutes after that.
 	 	
                                WOMAN (V.O.)
                  You have the hard copy images?
 	 	
       Electra reviews photos of the Dutch, similar but not the
       same as Rath's. 

                                ELECTRA
                  Affirmative.  What do I call the 
                  principal?
 	 	
       Electra checks the stopwatch.  Forty-eight seconds...

                                WOMAN (V.O.)
                  Call him Remy.  How will they 
                  know --

       Electra hangs up, sticks the disc in her pocket.

                                ELECTRA
                  They'll know.


       EXT. ELECTRA'S APARTMENT - DAY

       Electra comes out carrying Pearl's porta pet and a 
       shoulder-slung duffel bag.  She puts them in the back of
       her Mustang convertible.  Hopping in, Electra pulls out
       of a parking spot identified with her apartment number.


       EXT. THE HYATT - DAY

       It has a big day ahead of it.  Electra's car drives past
       the main entrance and she turns into the parking garage
       entrance.


       INT. PARKING GARAGE

       Electra pulls into a spot up front, hands the attendant
       $20.  

                                ELECTRA
                  Keep it handy.

       He nods.  Sunglasses on, carrying her duffel bag and 
       porta pet, Electra heads for a bank of elevators.  She 
       steps in.


       INT. HYATT - ELEVATOR - LOBBY LEVEL - DAY

       From inside, the doors open at the lobby level.  A man
       and a woman with a white fur coat step inside.

       Backed in a corner, Electra stares at a veritable wall
       of fur.  She doesn't like it.  Setting down the port-a-
       pet, she reaches into her duffel for what looks like a
       canister of breath spray.


       INT. UPPER FLOOR - HALLWAY - DAY

       The elevator doors open.  None the wiser, the couple
       step out.  As they walk down the hallway away from us
       we see a large circle with a slash through it on the
       back of the fur coat.  As the doors close we hear.

                                ELECTRA (V.O.)
                  You're welcome, Pearl.


       INT. AIRPORT - INTERNATIONAL TERMINAL - DAY

       We hear a SCREAMING JET OVERHEAD.    

       Four Dutch men exit the jetway.  They look like lions 
       in leather jackets.  They move predatorially, REMY 
       recognizable from Rath's computer info.


       INT. THE HYATT - ROOM 718 - DAY

       A laptop computer, a transmitter and a remote intercom
       rest on the coffee table.  On the computer, Electra
       scrolls through airline flight information.  She finds
       KLM flight 1055.  The screen flashes:  Arrived.


       INT. UNITED TERMINAL - ESCALATOR - DAY

       Looking past a digital clock we see the Dutch ride
       down the escalator, jumpy.

                                INTERCOM (V.O.)
                  Mr. Remy, to the white courtesy
                  phone.  Mr. Remy.

       Remy looks to his #2.  Suddenly, the four of them pound
       down the escalator steps, snaking between people, push-
       ing others out of the way.


       WHITE COURTESY PHONE

       Remy picks up the receiver.  His men fan out, ready for
       trouble.

                                REMY
                  Hello?
 	 	
                                ELECTRA (V.O.)
                  Are you ready to go shopping on
                  the Home Information network?
                  The price is $40,000.
 	 	
                                REMY
                  Where are you?
 	 	
                                ELECTRA (V.O.)
                  Are you ready?  Yes or no?
 	 	
                                REMY
                  Yes.


       INT. THE HYATT - ROOM 718 - DAY

       Electra's on a cell phone.

                                ELECTRA
                  There's a payphone bank in the
                  Hyatt Hotel by the elevators.
                  You got twenty minutes.

       She hangs up, clicks her stopwatch.


       INT. UNITED TERMINAL - DAY

       Remy hangs up, motions to his men to follow.  As the
       Dutch move away, we RACK FOCUS back to a man in the
       b.g.

       It's Rath.  Looking absolutely non-descript.  He waits
       till they're almost out of sight before following.  Rath
       scans faces as he moves.  Someone else may be here as
       well.


       UNITED TERMINAL EXIT

       The Dutch exit.  Rath's about to follow when he spots a
       young man turning away to a cash machine.  Bain?

       Drawing the .22, Rath closes the gap, spins him.  The
       young man, holding his cash, turns into the barrel.  
       It's not Bain and in an instant the gun is gone.  Rath
       is shaken, but nearly as much as the young man.  Rath
       moves on.


       EXT. AIRPORT ROADWAY - DAY

       Remy and his men get into a waiting limo.  It pulls
       away.

       Rath exits, hops into a cab before it can even coast to
       a stop.  They pull away as well.


       INT. CAB - DAY

       CLOSEUP of the time on the meter.


       INT. THE HYATT - ROOM 718 - DAY

       Pearl watches as Electra unscrews an A/C panel.  Popping
       the screen to reveal a vertical duct, Electra tapes a
       piece of cardboard at an angle inside it.  The effect is
       to redirect into the room anything traveling down.


       INT. LIMO - ROLLING - DAY

       The Dutch open waiting briefcases, check out the 
       silenced 9 MM's waiting inside.


       INT. THE HYATT - ROOM 718 - DAY

       Electra at the window, looking down through binoculars.


       ELECTRA'S POV - BINOCULAR MATTE

       The Dutch heading from their limo for the hotel.

                                ELECTRA
                  One, two, three, four.


       INT. HYATT LOBBY - DAY

       Looking toward the entrance as the Dutch stride in.  As
       a PHONE begins to RING, Remy hurries to a...


       PAYPHONE BANK

       Answers it.

                                REMY
                  Hello.
 	 	
                                ELECTRA (V.O.)
                  Pick up the Yellow Pages.

       He does as he's told.

                                ELECTRA (V.O.)
                  Lonely?  In town on business.  
                  Who'll ever know if you check out 
                  the escorts?
 	 	
       As Remy flips to the "Es"...


       INT. HOTEL ENTRANCE - DAY

       Rath steps in, heads for the front desk, but watches.


       INT. HOTEL - PAYPHONES - DAY

       Remy's found it.  In the escort ads, a room key card.

                                ELECTRA (V.O.)
                  It's room 942.  I want all four of
                  you in there.  No deal otherwise.  
                  And if there's more of you, I'll 
                  know it.  I smell a rat, I go.  
                  Are we simpatico?
 	 	 	
                                REMY
                  Yes.  Simpatico.

       Checking about, the Dutch get in an elevator.  Rath 
       doesn't have a chance without raising a red flag.

       The doors close.  He thinks a beat.  As a maintenance
       worker passes, something occurs to him.  Spurred to 
       action, Rath moves.


       INT. HYATT - ELEVATOR - DAY

       Two passengers get off on three.  The ride continues.  
       It's just the anxious Dutch and a man in the corner.

       He looks up.  It's Bain!  

       The elevator stops at nine.  As the Dutch step off, Bain
       slyly slips "something" into Remy's jacket pocket.  We 
       see, but we're not quite sure what.

       They don't say a word, just exit as the elevator stops at
       nine.  As the doors close behind them, Bain looks grim.


       INT. HYATT HOTEL - MAINTENANCE OFFICE - DAY

       Where a JANITOR answers a RINGING PHONE.  Beyond him,
       we see a hotel computer terminal.

                                JANITOR
                  Maintenance... What?!  Sounds like
                  we got a short.  I'll be right
                  there.

       The Janitor rushes out.  The office is empty.  A beat and
       Rath enters.  Tucking his cell phone (he made the call)
       into his pocket, he takes a seat at the terminal.  He 
       must have used this trick before as he scrolls computer
       info.  Room bills.  Reservations.  Guest names.  He elim-
       inates the Chicago Bulls, a doctors' convention, and a
       wedding party.  All 10 plus rooms.  As he continues his
       process of elimination...


       INT. HYATT HOTEL - ROOM 942 - DAY

       On a table are a screwdriver, a laptop hooked to a cel-
       lular modem and a remote intercom matching Electra's.
       The Dutch enter, guns drawn.


       INT. HYATT HOTEL - ROOM 718 - DAY

       Over the INTERCOM, Electra can hear them entering the
       room, moving about.

                                ELECTRA
                  Close the door.


       INT. HYATT HOTEL - ROOM 942 - DAY

       As one of them pulls the door shut...


       INT. HYATT HOTEL - ROOM 718 - DAY

       Electra can hear it bang shut.

                                ELECTRA
                  First, I need a ten thousand
                  dollar deposit.

                                REMY (V.O.)
                         (TV)
                  That wasn't the agreement.


       INT. HYATT HOTEL - ROOM 942 - DAY

       The computer screen goes blank.

                                ELECTRA (V.O.)
                  We have nothing more to discuss.
                  Good-bye.
 	 	
                                REMY
                  Wait, wait.  Okay.

       A beat, the screen turns back on.

                                ELECTRA (V.O.)
                  Here's today's menu.
 	 	
       The screen fills with file names.  Number 2 reads, nods
       his approval.  Remy inserts a blank disc.

       Guns are drawn, aimed as a BEEPING sounds from the wall.
       From the A/C vent. 

                                ELECTRA (V.O.)
                  I believe you'll find a screwdriver
                  on the table. 
 	 	
       Cautiously, Number 3 picks up the screwdriver, undoes the
       screen which is now backlit.  Electra's remote dump truck, 
       a flashlight and pen-sized camera taped on the 
       cab roof.  As the Dutch exchange a look...


       INT. HYATT HOTEL - MAINTENANCE OFFICE - DAY

       Rath has narrowed his search to three individuals who 
       each hold two rooms apiece.  Clark, Rogers and Katz. 

       Rath selects K. Katz.  Rooms 718 and 942.  He switches to
       room service charges.  In two days nothing on 942 -- not
       even a phone call, but...

                                RATH
                         (reading)
                  Room 718.  Coffee.  Coffee.  
                  Coffee.  Coffee.  Tuna fish.

       Reaching into a pocket, he pulls out and unfolds a print-
       out of the green cat eyes.  MEOW@comsat.next.

                                RATH
                  Meow.


       INT. HYATT HOTEL - ROOM 718 - DAY

       Manipulating a joystick, Electra watches an air duct 
       view pass by on a Sony Watchman.


       INT. AIR DUCT - DAY

       The dump truck rolls carrying a $10,000 payload.  It 
       turns at one branch, turns left at another.  Ahead, a 
       square hole opens up where a third branch goes vertical.

       Just when we think a catastrophe will occur, the truck
       stops, executes a DMV 3-point turn.  It backs to the edge
       of the hole.  The truck bed angles back as it dumps.


       INT. ROOM 718

       Electra smiles as ten thousand dollars drop out of the 
       vent and onto the carpet.

                                ELECTRA
                  I'm going to format your disc,
                  orient it to receive the data.

       Electra begins typing.

       INT. HYATT HOTEL - ROOM 942 - DAY

       The Dutch watch a little clock tick away on the laptop 
       screen as this is done.


       EXT. 9TH FLOOR HALLWAY - DAY

       Not far from 942, an attractive couple pause to begin 
       kissing in a corner.  Overwhelmed, they can't keep their
       hands off each other.


       INT. HYATT HOTEL - ELEVATOR - DAY

       Rath gets in, his fingers deciding between the ninth and
       seventh floors.  He presses one, but we don't see which.
       As he starts up.


       INT. HYATT HOTEL - ROOM 942 - DAY

       Remy watches as file names start to appear on the
       computer screen.


       INT. HYATT HOTEL - ROOM 718 - DAY

       Electra continues to send information.


       9TH FLOOR HALLWAY - DAY

       Here comes Bain.  Resolute, but excited at what's about 
       to happen.  He passes the couple.  They don't see him or 
       they don't care.  But as Bain gets a few steps past...

       He wheels, raises the SILENCED .22 and FIRES.  The 
       couple crumple, both head shots.  He drags them into a
       stairwell.


       INT. HYATT HOTEL - ROOM 718 - DAY

       Electra types.


       INT. 9TH FLOOR HALLWAY - DAY

       Bain leans over the bodies of the attractive couple.  
       Amazingly, he relieves them both of silenced 9mm 
       pistols.  What the hell's going on?

       Bain steps to the middle of the hall.  Watching several
       doors at once, he takes out a cellular phone, punches
       in a number, then hits send.


       INT. HYATT HOTEL - ROOM 942 - DAY

       A very LOUD BEEPING sounds!  After a confused moment,
       Remy reaches into his pocket, pulls out the slim BEEPER 
       Bain deposited there.

       They barely have time to exchange a look before the room
       door blasts open and Bain enters, both the .22 and one
       of the 9mm's BLAZING.

       The Dutch try to return fire, but Bain has them.  As
       he EMPTIES both GUNS...


       INT. HYATT HOTEL - ROOM 718 - DAY

       Electra looks up from her typing, listens to the odd
       thwapping and grunting coming over the INTERCOM SPEAKER.
       She stops typing.


       INT. ROOM 942 - DAY

       Bain checks Remy's wallet.  Finds a badge.

                                BAIN
                  Interpol?
 	 	
       Bain pauses, but then shrugs it off.  No time to worry
       about it now.  He looks to the dead Dutchmen.

                                BAIN
                  No more worries.  Suena con los 
                  angelitos.
 	 	
                                ELECTRA (V.O.)
                  What's going on there?
 	 	
       Bain spots the intercom.  Then he sees the laptop screen
       flashing:  He realizes the transmission is incomplete.

                                ELECTRA (V.O.)
                  Hello?
 	 	
                                BAIN
                  Please complete the transmission.
 	 	
 	 	
       INT. ROOM 718 - DAY

       Electra's momentarily flustered. 

                                ELECTRA
                         (starts typing; 
                         stops)
                  Who is this?

       She hears no answer.  Electra begins erasing all of the 
       information she has sent. 


       INT. ROOM 942 - DAY

       Bain sees the information begin to disappear line by 
       line -- he frantically tries to save some of it. 

                                BAIN
                  I'm going to tear your heart out.
 	 	
 	 	
       INT. ROOM 718 - DAY

       Sudden fear washes over Electra.  Flipping down her sun-
       glasses, she grabs her duffel bag, picks up Pearl, pulls
       the disc.  But as she turns to the door...

       SLAM!  It bursts open and she's staring right at a 
       silenced .22.  Rath is here, quite obviously there to 
       kill her.  But maybe surprised she's a woman.

                                ELECTRA
                  Don't...


       ROOM 942

       Now it's Bain's turn to listen. 

                                BAIN
                  Don't what?
                         (realizes)
                  Rath?  Is it you?
 	 	

       ROOM 718

       Keeping the gun on Electra, Rath looks at the intercom. 
       Doesn't answer. 


       ROOM 942

       But Bain is sure.  He picks up the remote, switches on 
       the room TV. 

                                BAIN
                  It is you...


       ROOM 718

       Gun still aimed, Rath holds out his hand, whispers...

                                RATH
                  The disc.

       She fumbles, holds it out with a wildly trembling hand.
       Rath takes it.


       ROOM 942

       Bain accesses (on TV) the hotel's in-room checkout 
       system.

                                BAIN 
                  You checked out that move, didn't
                  you?  Black queen to king's 
                  bishop 4?  

 	 	
       ROOM 718

       Bain is getting under Rath's skin.  As his finger 
       tightens, Electra is frozen in fear. 

                                BAIN (V.O.)
                  You got a move for me, Rath?

       Electra tries to say something, but can't give volume to
       the words.  Rath reaches over, takes off her sunglasses.
       She blinks at him.  As a tear streaks her cheek...


       ROOM 942

       On the TV checkout, Bain has the room charge for 942 and
       the fact it's coupled with the charges for room 718.

                                BAIN
                  It's like chess.  What's your move?
                  Is she alive?  Did you kill her?
                  Are you there, sweetie?
 	 
       And Bain slips silently out of the room. 


       ROOM 718

                                BAIN (V.O.)
                  Is she dead yet, Rath?  I took 
                  care of business on my end.  
                  What about you?  Come on.  Pull 
                  the trigger.  Kill her.

       Electra closes her eyes.  Rath turns his aim from her 
       to the INTERCOM, FIRES.  As it bursts into a hundred 
       pieces. 


       7TH FLOOR HALLWAY

       Bain steps out from the stairwell, silently sprints to...


       ROOM 718

       Bain enters with a military roll.  It only takes an 
       instant to realize... Rath and Electra are gone. 


       INT. PARKING GARAGE - DAY

       Electra and Rath step off the elevator.  She wears her
       jacket, carries her computer and porta pet.  He holds 
       her arm, keeps the gun at her side.

                                RATH
                  Where's your car?
 	 	
                                ELECTRA
                  I don't know.

       The Attendent (seen earlier) steps over, eagerly points
       out her Mustang.

                                ATTENDENT
                  It's right here, Miss.

       As the Attendent hurries over with the keys...

                                RATH
                  I guess a black Chevy would have
                  stuck out too much.
 	 	
 	 	
       EXT. HYATT - MUSTANG CONVERTIBLE - DAY

       The Mustang zooms out of the parking garage, bottoms 
       out at the top.  Electra's behind the wheel.  Rath rides 
       shotgun, watching the hotel for trouble.  Pearl in her 
       porta-pet in the back.


       EXT. STREET - MUSTANG (MOVING) - DAY

       Electra is terrified.  We now learn she talks when she's
       nervous.

                                ELECTRA
                  I always thought I was going to 
                  die in a bus crash.  Isn't that
                  dumb?  The odds are like five-hundred
                  million to one.  You know what the
                  odds of meeting a stranger who's a 
                  murderer?  One-thousand to one.

       Holding the .22, Rath just stares at her.

                                ELECTRA
                  I think I've been worrying about
                  the wrong statistic.
 	 	
                                RATH
                  If I was going to kill you, you'd
                  be dead already.

       As Electra speeds up...


       INT. ROOM 718 - DAY

       Bain tears the room apart.  Pulls open drawers, overturns
       the mattress.  He wants that disc.  But the room has been
       cleaned out.  Then he spots it.  Electra's computer 
       carrying case -- in haste forgotten -- on a chair.

       Electra's jacket -- in haste forgotten -- draped over a 
       chair.

       Rifling through it, he finds the photos Electra had of
       Pearl.  Bain flips through them.  Nothing, but Pearl.
       Inside, outside.  But Bain flips back one.

       Pearl outside.  Bain's finger jabs down on something in
       the background.  Three TV transmit towers.  Bain strides
       to the window, looks out... 	 	


       BAIN'S POV - CITY

       Scanning, spots it.  In the distance, three radio towers.


       BACK TO BAIN

       Smiling.  He shoves the picture in a pocket, hurries out.


       INT. MUSTANG - ROLLING - DAY

                                ELECTRA
                  Who the hell are you?! 	 	
 	 	
                                RATH
                  I work for the government.
 	 	
                                ELECTRA
                  Bullshit.
                         (turning)
                  Where are we going?
 	 	
                                RATH
                  Just drive.

       Electra hits the gas.  The MUSTANG ZOOMS.  40, 50... 
       Rath takes her laptop from the backseat.  He plugs it 
       into his cellular, punches a number in.  Rath types in
       the access code sequence.  The system comes on line.

       Contractor: This is not a scheduled call, Robert.

       60 mph... Electra begins to slalom between cars.  Rath

       looks up as he types.	 	

                                RATH
                  Watch your speed. 

       Rath: He was there again.

       Contractor: Shut down.  We'll talk at the scheduled time.

       The system shuts down.  70 mph...

                                RATH
                  Slow down!
 	 	
                                ELECTRA
                  I can't.

       Rath reaches over with his foot, starts to brake them.

                                ELECTRA
                  What about the other guy?  Does
                  he work for the government, too?

       Rath just gives her a look, takes his foot off the brake.
       They've slowed considerably. 	 	

                                ELECTRA
                  It's between you and him, right?
                  Just leave me out of it.
 	 	
                                RATH
                  We can't.  You're the mark.

       A chilling thought.  Across a wide median, she sees a
       bus pulling up to a bus stop.  Ahead, the light turns
       red.


       EXT. STREET - DAY

       Electra moves to slow down, but at the last second she
       accelerates, rear ends the car ahead.  Electra is braced,
       but Rath slams the dash.

       Electra takes the keys, leaps out of the car.  Grabbing
       the porta-pet, she dashes across the median.  Rath is 
       quickly after her. 

       Electra nears the bus which is taking on the last of its
       passengers.  As she looks back over her shoulder, she 
       slams into a man, drops the porta-pet.

       Rath is closing.  There's no time.  Acting on survival
       instincts, Electra leaps onto the bus.  It's away just
       as Rath arrives.


       INT. BUS - ROLLING - DAY

       Electra hurries to the back, stares out the window.  

       In the receding distance we see Rath and the porta-pet in 
       the street.  She's escaped, but at what cost?

                                ELECTRA
                  Oh, Pearl...  Sorry.


       EXT. BUS STOP - DAY

       As an IRATE MOTORIST shouts "car insurance," Rath ignores
       him, carries Pearl back to the Mustang.  He gets inside,
       checks the glove box -- nothing.  But reaching under the
       seat, he pulls out a paper bag with cat food inside.  The
       bag is printed:  Prize Pets.  With an address. 


       EXT. PRIZE PETS - DAY

       A local mom & pop operation.  As the Mustang pulls up...


       INT. PRIZE PETS - DAY

       An OLDER WOMAN looks up as Rath approaches the counter. 
       But she's not looking at Rath. 

                                OLDER WOMAN 
                  Pearl!  How are you, dearie?
                  Where's Mama?
 	 	
       Holding the cat in his arms, Rath smiles. 


       EXT. ELECTRA'S BUILDING - DAY

       Three towers in the background.  A car pulls into an
       assigned spot.  Bob gets out, heads into the building.


       INT. ELECTRA'S LIVING ROOM - DAY

       Electra packs.  No rhyme or reason.  She just tosses 
       stuff into her bag.  As she moves into the bedroom, we
       STAY here.  The monitors are on.  Bob enters Jennifer's
       apartment.


       EXT. ELECTRA'S BUILDING - DAY

       Bain steps up, smiles at the towers.  There are three
       cars in the lot.  He walks along, placing a palm on the
       hood.  Seeing which engine is warm.  Bob's.  Noting the
       apartment number on the space, Bain heads inside.


       INT. JENNIFER'S APARTMENT - LIVING ROOM - DAY

       Bain enters, begins looking through the room, after the
       disc.


       INT. JENNIFER'S APARTMENT - BEDROOM - DAY

       Bob hears the sound, thinks the wrong thought.

                                BOB
                  Jenn?
	 	
       Bob hears FOOTSTEPS coming down the hall.  As they near
       the door...

                                BOB
                  I love you.

       Bain is there, filling the doorway.

                                BAIN
                  That's sweet.


       INT. ELECTRA'S LIVING ROOM - DAY

       Bag packed, Electra steps out from the bedroom.  She 
       stops short at the sight of the monitor.

       Bain raises the .22, Bob's eyes widen.  As he steps back,
       Bain steps forward.

                                BOB (V.O.)
                         (on TV)
                  Who are you?
 	 	
                                BAIN (V.O.)
                         (on TV, advancing)
                  You'll never know... Romeo.

       Bob backs right into the walk-in closet.  Bain follows.
       The SILENCER WHISPERS and BOB THUMPS to the floor.


       JENNIFER'S BEDROOM

       Bain takes in the room.  Breathes it in.  Something
       catches his eye.  A smoke detector on the ceiling.  He
       stands on the bed.


       ELECTRA'S LIVING ROOM

       Electra's mouth open, but no sound comes out as Bain's 
       face suddenly looms right into the monitor.  Distorted, 
       his face right in the camera.


       INT. JENNIFER'S APARTMENT - BEDROOM - DAY

       Standing on the bed, Bain pulls the detector housing
       should be.  He pokes at it.  A warped smile as he 
       realizes what it is.


       INT. ELECTRA'S LIVING ROOM - DAY

                                BAIN (V.O.)
                         (on TV)
                  You sick little bitch.

       Electra turns to get out, stops short at MEOW.  PEARL 
       trots into the room.  Electra scoops her and Rath is 
       there.  He spots Bain on the monitor, draws his .22.  She
       flinches.

                                RATH
                  Where is he?

       Electra points to the floor.  The screen goes to snow as
       Bain reaches, yanks the smoke detector from the ceiling.

       Rath grabs Electra and they're out of there.


       EXT. MUSTANG (PARKED) - DAY

       Up the street, the front end smashed.  Rath gets Electra 
       and Pearl inside.

                                RATH
                  Wait for me at the pet shop.

       She nods.

       Without another word, Rath heads back.  Electra STARTS
       the car.  Smoke pinwheels off the tires as she roars off.


       INT. JENNIFER'S APARTMENT - LIVING ROOM - DAY

       Leading with the .22, Rath enters.  Every nerve is
       tingling as he steps into...


       JENNIFER'S BEDROOM

       Rath steps in.  No Bain.  Rath spots the plaster torn 
       from the ceiling, Bob's legs visible through the closet
       door.  Rath steps over.  As he kneels to take a pulse, he
       hears FOOTSTEPS OVERHEAD.  In Electra's apartment.


       INT. ELECTRA'S LIVING ROOM - DAY

       Two discs on the coffee table.  Bain scoops them, runs
       them through his scanner.  Red lights flash.  Not the 
       ones he wants.  He tosses them aside.


       EXT. NEIGHBORHOOD STREET - MUSTANG (ROLLING) - DAY

       Electra slows for a stop sign.  Continuing, she passes
       Jennifer going the other way.  Headed home.  Oh no!  
       Electra looks back over her shoulder.  She makes a 
       decision.

       A HORN BLARES.  Electra brakes, looks ahead where she's
       come inches from a head-on collision.

       She throws it in reverse, nearly hits a car coming up 
       from behind.  More HORNS.

       Back to drive, Electra hops the curb, driving over a
       circular median and knocking down a "Slow" sign as she
       turns around.


       INT. ELECTRA'S BUILDING - 2ND FLOOR HALLWAY - DAY

       Gun drawn, Rath makes his way, enters.


       INT. ELECTRA'S APARTMENT - LIVING ROOM - DAY

       No Bain.  Rath moves silently toward...


       ELECTRA'S BEDROOM

       Bain searching the place.  Holding his .22, he picks up 
       a bottle of perfume, takes a whiff, smiles.

                                BAIN
                  Jasmine...

       In the dresser mirror, Bain spots Rath enter behind him. 

       Dropping the perfume, Bain wheels, FIRES!

       A MIRROR on the back of the door SHATTERS and Rath is 
       gone.  Or at least his image.

       Guessing.  Bain starts FIRING in a moving pass across
       the wall.  The SILENCER makes it almost surreal.


       LIVING ROOM

       Rath runs, just a step ahead of the BULLETS which BURST 
       from the wall behind him.  Diving, he rolls into the...


       KITCHEN

       Coming out of the tuck and roll, Rath slams into the 
       stove, rocking it two feet across the floor.

       He looks up at the gas line inches over his head.


       LIVING ROOM

       Slapping in a new clip, Bain leaps out, sees that Rath 
       must be in the kitchen.  Bain aims, but stays where he 
       is.

                                BAIN
                  You're getting slow, Abuelo.
 	 	
                                RATH (O.S.)
                  I'm not the one shooting at mirrors.
 	 	
 	 	
       INT. JENNIFER'S APARTMENT - BEDROOM - DAY

       Home, Jennifer stops short when she sees plaster every-
       where.  Looking up, she sees the cable snake up to the 
       hole in Electra's floor.  Unfortunately, she doesn't see
       Bob.  Furious about the mess, she hurries out of the 
       room.


       INT. ELECTRA'S LIVING ROOM - DAY

       Where Bain is edging his way toward the kitchen.

       That's when Jennifer storms in.

                                JENNIFER
                  Who the hell are you?

       She stops short at the sight of Bain's .22.

                                BAIN
                         (whispers; wants)
                  The disc.

       A frozen moment before she bolts for the door.  Bain
       FIRES.  As Jennifer falls, Bain makes a critical error.

                                BAIN
                         (at kitchen)
                  I beat you to the buyers and now I 
                  beat you to the mark.  I'm starting 
                  to think I picked the wrong guy to 
                  be my hero.


       INT. KITCHEN

       Rath wonders who Bain shot.  Out the window, he sees
       Electra pull up in the Mustang, run for the building.


       LIVING ROOM

       Bain waits for an answer, doesn't get one.

                                BAIN
                  You know it's my birthday today,
                  Rath?  It's true.  Today I become
                  number one.

       Picking up a big shard of mirror, Bain inches his way to
       the kitchen door.  It's blind; no view at all.


       STAIRWELL

       Electra makes her way up.


       LIVING ROOM

       Bain tosses the MIRROR SHARD against the open kitchen 
       door.  
 	 	
       BREAKS into pieces, one of them a leaner.  They give 
       Bain a full view of the kitchen.  Rath isn't there.

                                BAIN
                  You got a present for me, Rath?


       KITCHEN

       Tense as a steel spring, Bain steps inside.  There's
       another doorway in the far corner.  Bain moves for it, 
       then stops short at a HISSING in the air.  Framed by the 
       window behind him, Bain sniffs, whips a look over to the
       stove where the GAS LINE is wide open.

       A trail of liquid leads from the kitchen to a back hall.

       Bain whips a look that way where we hear the distinctive 
       sound of a MATCH BEING STRUCK.


       HALLWAY

                                RATH
                  Make a wish.

       Rath discards a bottle of brandy, sets the burning match 
       into the trail of liquid.  As it ignites, he rushes back, 
       comes face to face with Electra.  He dives for the floor, 
       takes her with him.


       KITCHEN

       The flame trail zips in.  Bain flips the kitchen table on
       its side, ducks behind it as the AIR BURSTS INTO FLAMES.
       The table is driven back by the force.


       EXT. ELECTRA'S APARTMENT - SECOND FLOOR - DAY

       Bain hurtles back through the kitchen window, followed by
       a huge fireball and lots of debris.


       INT. APARTMENT BUILDING - HALLWAY - DAY

       Rath rises, motions Electra to wait.  Smoke is 
       everywhere.


       INT. KITCHEN - DAY

       A few flames, but there's not much left to burn.  Rath
       peeks around the corner.  Bain isn't here.  We can see 
       the ground below as well.  There is debris everywhere 
       but Bain is gone.  Rath sees Jennifer's body in the door-
       way.  He checks to see if she is alive.


       ELECTRA'S BUILDING - STAIRWELL

       Leading with his .22, Rath tries to lead Electra out,
       but she doesn't want to go.  She has other things to 
       consider. 

                                ELECTRA
                  Wait.  Jennifer. 
 	 	
       Rath looks at her, shakes his head.  Jennifer didn't make
       it.  Turning her gently, they continue down. 


       EXT. MUSTANG - PARKED - DAY

       Electra and Rath make it to the car.  Distraught, she's
       still staring back as he gets her inside.


       INT. MUSTANG - DRIVING - DAY

       Electra's neighborhood.  Rath drives away.  He glances 
       over at Electra who sits clutching hold of Pearl.  In 
       shock over Bob and Jennifer, she's withdrawn into her-
       self.  Rath knows there's nothing he can say so he keeps
       quiet and drives.


       EXT. CHAIN HOTEL - NIGHT

       The Mustang drives up.  Rath is at the wheel. 


       INT. CHAIN HOTEL ROOM - NIGHT

       Electra enters ahead of Rath.  

       She sets her bag down, lets Pearl out of the porta-pet.  
       Feeling like a prisoner, she sits in a chair in the 
       corner.  Pearl jumps up in her lap.

       Rath gets a quick feel for the room.  After checking the 
       view out the window, he draws the curtains.

       Rath takes off his jacket.  Pulling off his shoulder 
       holster, he sets the rig on the coffee table, then sits 
       in a couch opposite Electra.  The gun is halfway between 
       the two.  Electra does her best to be nonchalant, but 
       she's well aware of the fact.

       May be the very first time we've seen Rath relax.  Pearl 
       jumps to the carpet, pads her way toward him.

                                ELECTRA
                  Pearl.
 	 	
       Ignoring her owner, Pearl leaps up, settles into Rath's 
       lap.  As he scratches her ears...

                                ELECTRA
                  Here, girl.

       Electra snaps her fingers, but PEARL just closes her 
       eyes, begins to PURR.  Electra is not happy about this.

                                RATH
                  She likes me.
 	 	
                                ELECTRA
                  She likes dead fish, too.

       As Rath looks down at the cat, Electra looks at the gun,
       measuring the distance with her eyes.

                                ELECTRA
                  What do you call yourself?
 	 	
                                RATH
                  Robert Rath.
 	 	
                                ELECTRA
                  Yeah, sure.  Call me Electra...
                  So, are you one of them?
 	 	
                                RATH
                  Used to be.
                         (checks watch)
                  Retired.

                                ELECTRA
                  Pardon me if I don't believe you.
 	 	
                                RATH 
                  If I was going to kill you, you'd
                  be dead already. 

       She pretends to look away, but as Rath looks down at 
       Pearl, Electra lunges for the gun.

       He never moves or even blinks an eye.  He just watches as
       she struggles a moment to free the .22 from its holster.
       She realizes, suspects the worst.

                                ELECTRA
                  What?  It's not loaded?
 	 	
                                RATH
                  It's loaded.  
 	 	
                                ELECTRA
                  I could shoot you.  I could be
                  500 miles away by the time they
                  find you.

       Electra keeps the gun on him, but can't shake the feeling
       he's got the upper hand.  A long silence. 

       Rath scratches Pearl's ears.

                                ELECTRA
                  Stop it.  She doesn't like it.

       PEARL begins to PURR.  

                                RATH
                  Afraid you'll hit the cat?

       Rath sets Pearl down, looks back to Electra.  Waits.

       Without warning she starts squeezing off ROUNDS.  A LAMP
       EXPLODES on one side of Rath.  Two tufts of stuffing 
       erupt from the couch on the other side.  Rath doesn't 
       move.

                                ELECTRA 
                         (steps forward)
                  You think letting me get this gun
                  was a mistake, don't you?  You 
                  think I'm afraid.  Don't you?
 	 	
       She FIRES just over his head; the round digs the wall.

                                ELECTRA
                  You don't know shit about me!
 	 	
                                RATH
                  You're wrong.  I --
 	 	
                                ELECTRA
                  Shut up!

       A final step, she levels the gun at Rath's face.

                                ELECTRA
                  This was supposed to be a good day.
                  A payday.  Forty grand.  I was 
                  going to get Pearl a boyfriend.
                  Now two people are dead.  I'm 
                  almost dead. 
                         (a beat)
                  I'm in way over my head, Rath. 
                  I just want out.
 	 	
       For the first time really, she looks into his eyes.  Her
       hand begins to tremble.  The gun barrel shakes.

                                RATH
                  You have the gun.  The keys are 
                  on the dresser.  Go.
 	 	
       Electra covers Rath as she steps over to the dresser, 
       scoops up the keys.  Her next words are more to reassure
       herself than to convince Rath. 

                                ELECTRA
                  I don't have a social security 
                  number, a driver's license.  I 
                  barely remember my real name.  
                  I'm a ghost; I can disappear.
 	 	
                                RATH
                  I found you.  So did he.
 	 	
                                ELECTRA
                  I want my life back.  Please, 
                  that's all I want. 

       Rath shakes his head.

                                RATH
                  I'm sorry. 
 	 	
       Electra's finger tightens on the trigger.  Suddenly, 
       jerking her arm left, she FIRES a wild shot.  A CRASH
       as a cheap print is obliterated by the bullet.

       Electra lowers the gun limply to her side, lets it drop 
       to the carpet. 

                                ELECTRA
                  I need to be alone.
                         (a beat)
                  I haven't spent this much time
                  with someone in years.
 	 	
       Near tears, Electra moves blindly for the bathroom, Pearl
       at her heel.  As Electra closes the door behind her.

                                RATH 
                  Neither have I.

       He closes his eyes, listens as we hear her begin to CRY.


       INT. BATHROOM - NIGHT

       Her back to the door, Electra slides slowly to the floor
       as she cries.  Hugging her knees to her chest, it gets
       worse.  A lonely, desolate moment.  As PEARL MEWS...


       EXT. CITYSCAPE/INT. PAYPHONE - NIGHT

       A twinkling panorama.  We PAN ACROSS TO a computer 
       screen.  A cursor blinks to life as...

       Contractor: What went wrong, Miguel?

       We're at a payphone booth.  Bain has hooked his laptop
       into the payphone wiring.

       Bain: Nothing.  I retired the buyers.  And the
       seller.
 	 	
       Contractor: The disc?

       Cain: Rath has it.  He's a difficult mark.

       Contractor: Rath isn't the mark.  THE DISC.

       Bain is taken aback by this response.  He's not used to
       being criticized.

       Bain: You'll get it.

       A long pause.  Even Bain notices.  The Contractor is 
       never this reticent.  Finally...

       Contractor: You had your chance.  The contract has 
       been reassigned.

                                BAIN
                  What?!  No lo puedo creer!

       Bain is in a rage as he types...

       Bain: Fuck you.

       Contractor: That's no way to talk to a lady.

                                BAIN
                  I don't care what you are --

       Bain hits the repeat key.  "Fuck you's" flash across the
       screen.  As the Contractor logs off, Bain slams his fist
       against the glass of the booth.


       INT. CHAIN HOTEL ROOM - NIGHT

       Rath is at his desk conversing with the Contractor.  
       Electra must still be holed up in the bathroom.  

       Rath: I have the disc.

       Contractor: You're still the best, Robert.

                                RATH
                  Then who's this kid?

       Rath: I'd like the two million in cash.

       Contractor: Where do you want to make the trade?


       INT. CHAIN HOTEL - BATHROOM - NIGHT

       Freshly showered, Electra looks better.  Drying her hair,
       she sees that Pearl is peering into the toilet.

                                ELECTRA
                  How many times have I told you?

       Pearl paws down the trip handle.  The water swirls.  As
       she leans down to drink...


       INT. CHAIN HOTEL ROOM

       Rath watches the late news.  Troubled, he holds the disc.
       The bathroom door opens and Electra emerges.  She watches
       over his shoulder.

                                ELECTRA
                  What did they say about the dead
                  guys at the Hyatt?
 	 	
                                RATH
                  Nothing.
 	 	
                                ELECTRA
                  I don't need details, just in 
                  general.
 	 	
                                RATH
                  Nothing.  
 	 	
                                ELECTRA
                  That's impossible.
 	 	
                                RATH
                  No.  Not if...
 	 	
                                ELECTRA
                  Not if what?
 	 	
                                RATH
                  They were C.I.A.  Or Interpol.

       Rath CLICKS OFF the SET as the "Weather" comes on.  He
       considers the disc.  Rath has a hunch, but wonders if he
       really wants to know.

                                RATH
                  What's on this?
 	 	
                                ELECTRA
                  It's encrypted.  Breaking the 
                  code on my laptop could take two, 
                  maybe three hundred years.
 	 	
                                RATH
                  I thought you were a genius.
 	 	 
                                ELECTRA
                  I am.  In fact, I was the best.
 	 	
                                RATH
                  Was?
 	 	
                                ELECTRA
                  I'm retiring, too.
                         (re:  disc)
                  I wish I had an insight, but it 
                  was all anonymous.  Just an 
                  intercepted satellite 	
                  transmission.

       Rath knows that in this case, ignorance is bliss. 

       Rath stands, goes into the bathroom.

       Electra steps over to the bed.  The blanket has been
       "turned-down."  Two chocolate mints rest on the triangle.

                                ELECTRA
                  There's only one bed.  I guess you
                  picked up on that.

       Rath exits the bathroom, rolling two towels together.

                                RATH
                  It's all yours.
 	 	
                                ELECTRA
                  You want the couch?

       Rath sets the roll on the floor.  He switches on a 
       ceiling light directly over it.  Electra watches, under-
       stands, but teases.

                                ELECTRA
                  What's that, a trick of the trade?
                  So you don't get too comfortable?
                         (off no answer)
                  Why don't you just tie a string
                  from your toe to the doorknob?
 	 	
                                RATH
                         (doesn't think 
                         twice)
                  The door opens in.

       Rath reenters the bathroom; Electra can't help but smile.


       BATHROOM

       Rath sits on the toilet seat and looks at his reflection 
       in the mirror.  He's not quite sure he knows who he's 
       looking at.  Sensing someone else, he looks down to where
       Pearl stares up at him.


       CHAIN HOTEL ROOM

       Electra is in bed.  The lights on her side of the room 
       are off.  Rath passes.

       He kicks off his shoes, sits on the floor.  He sets the 
       .22 down, stops short.  Electra has set one of the "turn
       -down" chocolates on his towel.  Rath picks it up. He 
       lies on his back, stares at the ceiling.  On her side, 
       Electra faces the other way.  As Rath unwraps the 
       chocolate...

                                ELECTRA
                  Thanks.  

                                RATH
                  For what?

                                ELECTRA
                  I don't know.  Saving my life I 
                  guess.

       A long moment of silence before...

                                RATH
                  How'd you like to make a million
                  dollars?
 	 	
                                ELECTRA
                  What do I have to do?
                         (looks over)
                  Nothing cheap I hope.

       Rath smiles.  As he pops the chocolate into his mouth...


       EXT. DOWNTOWN STREET - MUSTANG - DAY

       Electra behind the wheel, in sunglasses and a kerchief.
       Rath in the passenger seat as they pull up to the curb.

                                RATH
                  Follow our plan.  And if I don't
                  show...
 	 	
                                ELECTRA
                  I know.  Split!

       Rath barely nods.  Reassuring a woman is a skill he never
       had.  He takes the laptop from the back, casts about the 
       front seat for something he can't find.  Electra holds up 
       the disc.  He reaches, but she doesn't give it to him.
	
                                ELECTRA
                  In ten minutes you'll have two
                  million dollars and no reason to
                  come back.  I ditched you.  I 
                  really didn't know you that well 
                  at the time, but who knows, maybe 
                  you hold it against me and --

       Rath gently crosses her lips with two fingers.  Then, 
       with absolute finality:

                                RATH
                  Partners. 

       She gives him the disc.  Rath gets out of the car.  
       Electra watches as he disappears, swallowed by the crowd.

                                ELECTRA
                  Be careful... Partner.

       Electra drives on.


       EXT. MONORAIL STATION - DAY

       Carrying the laptop, wearing sunglasses, Rath boards a
       northbound monorail.  The doors shut and it glides away.


       EXT. STREET BELOW MONORAIL - DAY

       As the monorail moves along above, the Mustang follows 
       below.  Her eyes looking up, Electra nearly rear ends a
       car slowing for a left turn.  As she swerves around it.


       INT. MONORAIL CAR - DAY

       Rath sits, his back to the window.  Turning on the 
       computer, he inserts the disc.  A list of file names 
       scroll across the screen.  


       EXT. MONORAIL TRACKS - DAY

       Two tracks run parallel.  The northbound train slows as
       it nears a southbound.  Reaching a station, the two
       trains stop directly across from each other.


       ANGLE BETWEEN TRAINS

       Two facing doors open.  Rath stands, partly concealed 
       behind one.  A courier behind the other.  He holds up an
       open briefcase.  Inside:  20 stacks of banded $1000 
       bills.

       Rath, his face hidden, holds up the laptop, the screen
       visible.  The laptop and briefcase are both closed.


       ANGLE ABOVE TRAINS

       All we see are hands as the briefcase is exchanged for 
       the laptop.  As both trains continue on their way.


       INT. MONORAIL CAR - DAY

       Rath holds the briefcase in his lap.  It feels good. 


       ANGLE ON WATCHER

       His back to Rath, reading the paper.  But watching Rath
       from a piece of reflective tape on the inside lens of
       his glasses.


       EXT. MUSTANG - DAY

       Electra drives, falling behind.  As the light turns red
       ahead, she swerves 'round traffic, shoots through the
       intersection inches ahead of the cross traffic.


       INT. MONORAIL CAR - DAY

       Picking his spot, Rath pulls down on the emergency stop
       cord.  The monorail lurches to a stop. 

       Rath grabs the release handle on the door, pushes it 
       open. 


       EXT. MONORAIL CAR - DAY

       Briefcase in hand, Rath leaps, lands on the roof of a 
       neighboring business. 


       INT. MONORAIL CAR - DAY

       The Watcher stands, but the doors close.  True to his 
       name, he can only watch as... 	 	


       EXT. BUSINESS BUILDING - DAY

       Rath swings himself over the edge of the roof, drops down
       to the street below.	 	


       INT. MONORAIL CAR - DAY

       As the monorail continues, the Watcher loses sight, 
       doesn't see as...


       EXT. BUSINESS BUILDING - DAY

       Rath's only just gotten to his feet when the Mustang 
       pulls up, RADIO BLASTING.  Rath hops in and they tear 
       off.


       EXT. MUSTANG - DRIVING - DAY

       Rath grabs the briefcase from the back. 

                                ELECTRA
                  It's in there?

       Rath nods.  As he swings the briefcase onto his lap, the
       RADIO LOSES RECEPTION. 

       Rath frowns.  He moves the briefcase away and the 
       RECEPTION RETURNS.  Rath looks around them.  Pedestrians
       everywhere. 

                                RATH
                  Turn left!
 	 	
       Hearing his urgency, Electra turns. 


       EXT. SIDE STREET - DAY

       Deserted.  Rath heaves the BRIEFCASE up with all his 
       might.  It soars straight into the air.  EXPLODES!  As 
       the air fills with shredded money...
 

       EXT. MUSTANG - DAY

       Electra slams on the brakes.  As she starts to get out,
       Rath holds her back.

                                ELECTRA
                  But the money.
 	 	
                                RATH
                  Go.

       The street behind them is already filling with instant
       lottery winners.


       INT. MONORAIL CAR - DAY

       The Watcher hears the REVERBERATION, watches smoke rise
       in the distance.  He takes out a cell-phone, speed dials.

                                WATCHER 
                         (into phone)
                  There's been an explosion. 
 	 	
       He flips it shut. 


       INT. MUSTANG - DAY

       They continue.  Rath with quiet resolve. 

                                RATH
                  No money.  No disc. 
 	 	
       Though shaken, Electra suddenly smiles like the cat who 
       ate the canary.  Rath catches the look. 

                                RATH
                  What? 
 	 	
                                ELECTRA
                  I wasn't sure you'd come back.  
                  This morning I switched discs.  
                  All they got was a list of file 
                  names.  Bupkis. 

       Electra holds up the real disc.  Rath can't believe it. 

                                ELECTRA
                  Zero, a goose egg, jackstraw, ni,
                  nada, zot, zilch, squirt, a dry 
                  hump, diddly squat.
                         (a beat)
                  I read a slang dictionary once. 
 	 	
                                RATH
                  Keep reading.
 	 	
                                ELECTRA
                  Your contractor just tried to kill
                  you.  That's not good.

       Rath nods.  He takes the disc from her, considers it.


       INT. MUSTANG - PARKED - DAY

       MOVE WITH Electra.  Carrying a paper bag, she exits a 
       gourmet market and crosses the street to the Mustang.
       Rath waits with Pearl and his computer. 

       As Rath sets up his computer, Electra treats Pearl to
       some caviar. 

                                ELECTRA
                  Do you know that caviar is not a 
                  Russian word? 
 	 	
                                RATH
                  Ikra.  It's ikra. 
 	 	
                                ELECTRA
                         (surprised)
                  How did you know that? 

       No answer.  There is a very particular reason that he
       knows this.  She watches him as he types in his access
       code.  Finally, Rath looks over at her.

                                RATH
                  I had a friend... Nicolai.  He 
                  told me. 
 	 	
                                ELECTRA
                  Had?
 	 	
                                RATH
                  Fifteen years ago.  He was taken.
 	 	
                                ELECTRA
                  Killed?
 	 	 
       Rath nods.  Before Electra can delve any deeper, the
       COMPUTER TERMINAL BEEPS.  Words appear.

       Contractor: Robert, is that you?

                                RATH
                  That's right, you sonuvabitch,
                  I'm still alive.
 	 	
       Rath: I still have the disc.

       Contractor: We can make new arrangements. 

       Rath plays it cool.

       Rath: The price has changed. 

       WIDEN to show Electra watching over Rath's shoulder.  

                                RATH
                  Let's see just how valuable he 
                  thinks it is. 

       Rath: $20,000,000.

                                ELECTRA
                  Twenty million?!  That's insane!
 	 	
                                RATH
                  May well be.
 	 	
       They wait as the screen remains, unchanged.  The 
       Contractor is thinking it over. 

                                ELECTRA
                  Where do you think this person is 
                  right now?  A mile from here?  Ten
                  thousand?
 	 	
                                RATH
                  I never thought about it.  Until 
                  now. 
 	 	
                                ELECTRA
                  You quit your job.  You're 
                  having thoughts you never had 
                  before.  Sounds like a mid-life 
                  crisis to me. 
 	 	
                                RATH
                  Yes.  You're it.

       Rath smiles.  The cursor flashes.  The answer is coming. 

       Contractor: It will take two days to arrange the 
       transfer.  What's the bank code and 
       account number?

       Pulling out a small notebook, Rath checks a bank account
       number.

                                ELECTRA
                  I don't believe it.  Twenty million
                  and he wants to know what the 
                  account number is. 
                         (a long beat)
                  Partners? 

       Rath nods, types in the information.
 	 	
                                ELECTRA
                         (almost in tears)
                  Ten million each!

                                RATH
                  Eight.  The bank'll take twenty 
                  percent. 
 	 	
                                ELECTRA
                  It's that kind of bank, huh? 
 	 	
       Rath STARTS the CAR.  As they pull away...

                                RATH (V.O.)
                  You have a passport?
 	 	
                                ELECTRA (V.O.)
                  Twelve.  Where are we going? 


       EXT. AIRPORT - DAY

       As the plane lands in the b.g., Bain types on his 
       computer.  It's set on the hood of his car.  Bain looks
       at the screen as...

       Contractor: Miguel?  Are you there?

       Bain lets the Contractor sweat. 

       Contractor: You know what I want?

       Bain pauses, types his one condition: 

       Bain: Say please.

       A long beat.  Bain watches with satisfaction as the 
       letters appear one-by-one:  P-L-E-A-S-E.

                                                   HARD CUT TO:


       EXT. CARIBBEAN - LATE DAY

       Aquamarine that can only be the Caribbean.  Without 
       warning we WHIP UP OVER a sea wall, CLIMB hard ABOVE the
       ruins of a colonial Spanish fort.  HIGHER and a modern
       city spreads out below us.

       The CAMERA DROPS, CLOSES ON a beat-up local taxi.  As it
       bounces over blue cobblestones...

                                RATH (V.O.)
                  The Hotel Paraiso por favor.


       INT. LOCAL TAXI - DAY (LATE AFTERNOON)

       Rath and Electra sit in the back, both in sunglasses.
       Electra looks out the window, taking everything in.  But
       Rath stares straight ahead.  He's been here before.


       EXT. HOTEL PARAISO - PLAZA COLON - LATE DAY

       The cab stops at a four-story, boarded, blackened husk.
       It's surreal, truly the shadow of its former glory.

                                RATH
                         (shocked)
                  The Paraiso.  Why didn't you say?
 	 	
                                CABBY
                         (thick English)
                  You didn't ask.  Fire, Senor.  
                  Years ago.  There was no money to
                  rebuild.
 	 	
       Rath gets out, stares up at the hotel.  Electra is out
       behind him.  Her attention drifts to the people around
       her, the bustle on the plaza.

       Rath only has eyes for a third-story Paraiso window.

       Electra looks at the International Bank across the way.
       It's a beautiful old building, the ornate black iron bars
       on the windows in great contrast to the white-washed con-
       crete walls.

                                ELECTRA
                  Is that the bank?  Is that where
                  our sixteen mil is?

       Rath isn't listening.  He's somewhere else.  She follows
       his gaze to a hotel third-story window.  It's spooky.

                                ELECTRA
                  What's up there?
 	 	
                                RATH
                  He'll be.


       INT. HOTEL PARAISO - ATRIUM COURTYARD - LATE DAY

       A ruins.  Spooky even in the daylight.  Rath and Electra
       enter.

       She looks around, taking the place in.  Rath gestures her
       toward a rickety stairwell.  Up they go.


       INT. HOTEL PARAISO - THIRD FLOOR HALLWAY - LATE DAY

       TIMBERS CREAK as they make their way down.  Rath takes
       Electra's arm, guides her 'round a hole in the floor.
       They're going to a bad place.


       INT. HOTEL PARAISO - ROOM 302 - LATE DAY

       They enter.  Electra looks about as Rath goes to the
       window.  Pulling back on a decrepit shutter he looks
       across the plaza and remembers.


       FLASHBACK - EXT. PLAZA COLON - DAY (1980)

       The black and white of the prelude.  The plaza.  A 
       sniper's rifle in the window.  A figure steps out from 
       the bank.  We see more detail than before, but it seems
       to strobe AWAY FROM us.  The gunman is a younger Rath.
       The Mark seems familiar.  He looks up to the blank, is 
       shot down.

       As pigeons take wing.

                                                   CUT BACK TO:


       INT. HOTEL PARAISO - ROOM 302 - LATE DAY (PRESENT)

       Rath is snapped from his reverie as real pigeons flap by
       the window.  Electra studies him.

                                ELECTRA
                  Are you okay?

       Rath gestures her over.  He points to strategic spots 
       below as he talks.

                                RATH
                  At ten o'clock tomorrow I'll enter
                  the bank.  He'll be in the plaza
                  somewhere.  In the crowd.  When he
                  sees me go in, he'll move up here.
 	 	
                                ELECTRA
                  You're sure?

                                RATH
                         (nods)
                  You'll be at the cafe.  You'll see
                  him when he goes inside.  We'll 
                  have two-way mics so we can talk.
 	 	
                                ELECTRA
                  What do we do after he goes 
                  inside?
 	 	
                                RATH
                  We wait.

       Rath describes the rest not the way he planned it, but 
       the way he remembers it.

                                RATH
                  It'll take all day, but he'll 
                  begin to doubt himself.  He'll
                  start to think he missed me.  
                  He'll have to see with his own
                  eyes whether I'm still in the 
                  bank.  It'll be sunset, closing
                  time.  He'll have to leave the 
                  rifle here when he goes to the 
                  bank.  There are metal detectors
                  at the door.  When he's out of
                  sight, you'll come in here and 
                  take the rifle.

       Electra looks back at the bank.

                                ELECTRA
                  What if he tries to shoot you
                  before you go into the bank?

       Rath speaks like it was all written in stone.

                                RATH
                  He'll wait for the prime shot.
                  When I come out.
 	 	
                                ELECTRA
                  How can you be so sure?
 	 	
                                RATH
                  Because he likes history...
                         (a beat)
                  Fifteen years ago I was at this
                  same window.
 	 	
                                ELECTRA
                  Fifteen years...

       And as they stand side by side, suddenly everything is
       clear to Electra.

                                ELECTRA
                  Oh my God.

       Rath finally looks at her.

                                ELECTRA
                  Your friend Nicolai.  You said he
                  was taken.

       Rath nods.

                                ELECTRA
                         (a whisper)
                  You killed him...

       Rath doesn't answer.  And suddenly Electra is scared 
       again.  She looks at him a beat longer then does the only
       thing she can to protect herself:  she puts on her 
       sunglasses.

       We MOVE IN ON the lenses, see Rath reflected in them.


       EXT. NEW HOTEL - MAGIC HOUR

       The cab pulls away.


       INT. NEW HOTEL - LOBBY - NIGHT

       Rath and Electra walk through an archway and start
       upstairs.  In front of them walks a newlywed couple -- 
       kissing and giggling -- very much in love -- Rath pays 
       no attention while Electra can't take her eyes off them. 


       INT. NEW HOTEL HALLWAY - NIGHT

       They reach a landing.  To make things worse, they have 
       adjoining rooms.  Rath opens their door, enters.  Electra
       lingers, watches the other couple as he fumbles for his 
       keys.  Watches as she runs her hand over him.  He finally
       gets the door open.  He pushes her inside. 


       INT. NEW HOTEL - ROOM - NIGHT

       Electra listens to the sounds coming from the other side
       of the wall.  LAUGHTER quickly turning into PASSION.

                                ELECTRA
                         (sarcastic)
                  You should check them out.  Maybe
                  they're Interpol.
 	 	
                                RATH
                         (in no mood)
                  Not even professionals could pull 
                  that act off.

       As the sounds become MORE MUFFLED, Electra grabs a glass,
       holds it to the wall.  Rath watches with distaste. 

                                RATH
                  You're a voyeur.
 	 	
       Electra looks at him, hears the disgust in his words. 
       But she has some in her own.

                                ELECTRA
                  There are worse things. 
 	 	
       Rath looks away.  There are.  Electra is possessed of 
       knowledge she can't understand, let alone forget. 

                                RATH
                  Look, Nicolai and me... It's none 
                  of your business. 
 	 	
                                ELECTRA
                         (fierce)
                  It is my business.  I'm with you!

       Rath isn't going to say anymore.  Electra turns back to 
       the wall as the sounds of PASSION BUILD.

                                ELECTRA
                         (a beat)
                  I can't trust you.  You can't
                  trust me.  How can we possibly
                  help each other -
 	 	
                                RATH
                  I trust you.
 	 	
                                ELECTRA
                  Why?  Why do you trust me?
 	 	
       He doesn't have an answer.  She picks up Pearl, walks
       into the bathroom.  As the door locks behind her.


       EXT. PLAZA COLON

       Almost deserted, a different story after sundown.  As the
       last fruit VENDOR shuts up his cart. 

                                BAIN (O.S.)
                  Un momento.  Por favor. 
 	 	
       The Vendor sighs, waits as Bain, carrying a nylon bag, 
       steps over.  He nods politely, scans the fruit, picks out 
       two apricots.  He hands the Vendor a twenty, walks on 
       without waiting for his change. 

                                VENDOR 
                  Gracias, Senor. 
 	 	
       MOVE WITH Bain as he strolls across the plaza.  Biting
       into the apricot, savoring the taste, he looks at the
       bank, at the big iron gates barring the front entrance,
       but also at the modern metal detectors just beyond.

       Taking another bite, he turns, scans the opposite side.  
       The Hotel Paraiso is even gloomier than the first time 
       we saw it.  By instinct, Bain settles on the same window 
       that Rath did.

       He walks to the bank entrance, imagines the sight line 
       back to the hotel.  Doing his homework. 

       Finishing the first apricot, Bain sets the second on a
       column ledge just to the right of the entrance.

       Bain crosses the plaza to the hotel.  Pulling free a 
       .24 nailed to the entrance, he steps inside. 


       INT. HOTEL PARAISO - LOBBY - NIGHT

       An atrium courtyard.  The burnt-out interior hall bal-
       conies stare down from four sides.  The ceiling is gone.

       Bain stares up at the moon.  It casts broken patterns of
       light across the walls and floor.  Bain seems almost 
       reverent.  Like he was in a holy place.

       Moving cautiously, Bain starts up the staircase, headed
       for the third floor. 


       INT. HOTEL PARAISO - ROOM 302 - NIGHT

       Bain enters.  We jump as a FLOOR BOARD gives way with a 
       SNAP.  Taking it in stride, Bain pulls his leg free,
       steps carefully over to a...


       THIRD FLOOR WINDOW

       Bain stares across at the entrance to the bank.  A good 
       clear view, the vertical angle not too EXTREME. 

       He unzips his bag.  Quickly, epertly, he puts together
       a sniper's rifle complete with a two-foot silencer.

       Holding up the rifle, he closes one eye, sights.  A CLICK
       as Bain squeezes the TRIGGER on an empty chamber.  He
       looks up from the sight, across the plaza.  This is good.


       EXT. NEW HOTEL - BALCONY - NIGHT

       Holding Pearl, Electra stands looking out at the city.
       What holds her attention is the procession moving down 
       the cobblestoned street, following a trail of marigold 
       petals to a nearby cemetery.  It includes children made 
       up as skeletons. 	


       INT. NEW HOTEL - HALLWAY - NIGHT

       A WAITER pushes a room service cart.  We don't see his
       face, but we suspect the worst.  As he reaches the door
       to Rath and Electra's room... 	 	


       INT. NEW HOTEL - ROOM - NIGHT

       Rath looks up at a KNOCK on the door.  Drawing his .22,
       he steps over, stays to the side of the door.

                                RATH
                  Who is it?

                                MUFFLED VOICE (O.S.)
                  Room service.

       Rath places the end of the silencer against the door --
       head level.

                                RATH
                  I didn't order room service.

       As he cocks back the trigger, Electra steps in from the
       Balcony.

                                ELECTRA
                  I did.

       Rath pulls the gun away, pauses a moment to collect
       himself.  He holsters it, opens the door.  The Waiter
       smiles, rolls the cart in. 	 	

       As he sets up the plates, Electra steps over.

                                ELECTRA
                  Excuse me.
                         (points out balcony)
                  What's happening out there?
 	 	
                                WAITER
                  The Day of the Dead, Senora.
 	 	
                                ELECTRA
                  What are the flowers for?
 	 	
                                WAITER
                  Families make a path from their
                  homes to the cemetery.  So the
                  souls of the dead loved ones can
                  find their way back home.

       Electra is fascinated.  As the Waiter finishes, Rath tips
       him and he exits.

                                ELECTRA
                  Can we go?
 	 	
                                RATH
                  He'll be here by now.  This room
                  and the bank.  That's it.

       Disappointed, she sets Pearl down and steps back out on 
       the balcony to watch. 	

       Rath pours himself a drink.  As he does, he notices
       something.  There's a slight tremble in his hand.  He
       sets the drink down, looks to the balcony.  After a 
       moment, he steps over, stops to the side of it.

                                RATH 
                  I wish I could explain why I 
                  killed Nicolai.  I may have been 
                  manipulated.  I don't know.
                         (a beat)
                  For what it's worth, I'm sorry I
                  did it.

       A beat.  He waits for her to say something, can't really
       blame her when she doesn't.

                                RATH
                  I used to hope the same thing
                  would happen to me.  A least it's
                  a way out.

       It may.  Finally, Rath steps out to be with her.

                                RATH
                  Electra...


       EXT. BALCONY - NIGHT

       Rath steps out.  Electra's gone!  Not on the ground a 
       floor below.  Nowhere in sight.  Rath looks to the 
       cemetery and the fire escape leading from the balcony
       down to the cobblestone street below.


       EXT. OLD CEMETERY - NIGHT

       A procession emerges from a tunnel, through old gates and
       into a cemetery.  It includes some American tourists.  
       Marigold petals and candles are everywhere.  There are 
       headstones, many of which lie flat.  Also much well-made
       statuary.

       Two local women stand to one side selling coffee and
       shaved ice.  Solemn, but not dreadfully so.

       Stepping up from the shadows of a darker part of the
       cemetery is Electra.  She looks on eagerly.  This is
       prime people-watching territory.

       She spots the coffee women, starts to move in closer.  As
       she passes behind a larger memorial, she hears...

                                BAIN (O.S.)
                  Hola.  Que pasa?

       Electra freezes, peeks around the memorial to see Bain 
       not more than four feet away, standing near the coffee 
       women.  They smile at him.  He seems respectful.  In 
       fact, as Bain watches the ceremony, he's in his element.

       He speaks, almost like he's addressing the women, but not
       really.  Electra can't take her eyes off him.

                                BAIN
                  Death is like me.  Quiet, a 
                  little scary.  Sharp, he's real
                  sharp.  And even though you want
                  to stay away from him, you can't.  
                  He draws you.  You dig him and 
                  fear him at the same time.  
                         (laughs)
                  I'm a million years old, but I
                  look like I'm thirty.


       ELECTRA  

       She hurries away into the shadows.  In the gloom, she 
       nearly trips over a headstone.  In the process she sends 
       an old GLASS CANDLE HOLDER flying.  As it SMASHES...


       BAIN

       At first we don't think he heard it, but then he turns,
       looks back into the darkness.  He's going to turn back to
       the ceremony, but he can't.  It's instinctual. 
 	 	
       Reaching into his jacket, Bain heads into the darkness.
       The two women watch him go.  One looks to the other,
       makes "crazy circles" around her ear with a finger.


       DARKENED CEMETERY

       Electra moves.  Hears someone behind her.  Or was it to 
       the left?  She ducks behind an angel statue.  Moments 
       later, Bain steps up.  Electra holds her breath as he 
       scans the area.  All of Bain's senses are working, 
       including smell.

                                BAIN
                         (under his breath)
                  Jasmine...

       His .22 in hand, Bain moves on.

       Electra stands, moves back.  She hasn't gone far when a
       hand slaps down over her mouth.  It's Rath! 


       BAIN

       He's starting to get a little spooked himself.  Sure 
       that he's cornered someone, he leaps around a corner,
       takes aim down a row of tombstones.  No one's there.


       RATH AND ELECTRA

       Rath's feeling the same way.  Motioning for her to stay
       put, he creeps around a statue, sees Bain, draws a bead 
       -- but a large group from the procession moves in between
       them -- when they clear, Bain is gone.  Rath takes 
       Electra's hand and they move on.


       BAIN

       Looking about, the feeling passing.  Then he spots it, a
       Jasmine in a vase by a stone.  Bain takes a sniff.  
       Laughing, he turns, heads back to the ceremony.


       INT. NEW HOTEL - ROOM - NIGHT

       Electra enters followed by Rath.  Rath is exhausted from
       the past tension.  Electra watches as he locks the door,
       leans his forehead against it.  Finally...  

                                ELECTRA
                  Am I attractive?
 	 	
       Rath looks at her a beat, nods.  She is. 

                                ELECTRA
                  Are you attracted to me?
 	 	
                                RATH
                  Yes.
 	 	
                                ELECTRA
                  Is it a physical thing or a mental
                  thing?
 	 	
                                RATH
                  Both.
 	 	
                                ELECTRA
                  When did it start?
 	 	
                                RATH
                         (a beat; almost shy)
                  When you were shooting at me.
 	 	
                                ELECTRA
                  That's strange, don't you think?
                         (a beat)  
                  You're a strange man, Robert Rath.
 	 	
                                RATH
                  Joseph.  My real name is Joseph.
 	 	
       For a man like Rath, this is like giving her the Hope 
       Diamond.  Electra knows it.  A beat and then...

                                ELECTRA
                         (savors the sound)
                  Joseph... I'm Anna.  It's awfully
                  nice to meet you. 
 	 	
       She holds her hand out like a promise.  All Rath has to 
       do is take it.  He does.  They come together.  Kissing, 
       wanting, needing contact.  And they're on the bed.  Never 
       have two people needed each other more.  As Pearl runs 
       out of the room...


       INT. NEW HOTEL - ROOM #2 - NIGHT

       Lying in their bed, the newlyweds listen to the sounds of
       LOVEMAKING coming from the room next door.  As they smile
       at each other...


       EXT. BANK ENTRANCE - CLOSE ON APRICOT - NIGHT

       that Bain left here.  Dewy, glistening.  Without warning,
       it EXPLODES into a thousand pieces.

       WHIP PAN TO:


       INT. HOTEL PARAISO - ROOM 302 - NIGHT

       Bain lowers the rifle.  Slowly, solemnly, he raises his
       forefinger to heaven.  Tomorrow he will be number one.
       And Rath's dream of a new life will die.


       EXT. PLAZA COLON - DAWN

       Deserted as the sun casts an early morning glow.


       INT. NEW HOTEL - ROOM - COMPUTER SCREEN - DAY

       Contractor: The contract has been paid.
       Transferred to the specified account.

       Rath and Electra look from the screen to each other.
       More than partners this morning.

       Rath: And the disc?

       Contractor: You'll be advised.  Good-bye, Robert.

       The screen goes blank.  Rath switches it off.  Sitting in
       front of the remains of a huge breakfast, Electra pours
       herself coffee.

       Rath opens a case.  He takes out two small "hearing aid"
       mics.  He sets them on the table alongside his gun.
       Electra immediately scoops up one of them.

                                ELECTRA
                  Two way?
 	 	
                                RATH
                         (nods)
                  Remember, you tell me when he 
                  leaves the hotel; I'll tell you
                  when he leaves the bank.
                         (a beat)
                  We're gone.

       Electra nods.  Rath hands her his .22.

                                ELECTRA
                  What's this for?

                                RATH
                  Just in case.
 	 	
       Electra moves to hand it back, but Rath doesn't take it.

                                ELECTRA
                  I don't think I could shoot 
                  someone.  
 	 	
                                RATH
                  Did you play Cowboys and Indians
                  when you were a kid?
 	 	
                                ELECTRA
                  Sure, but this --
 	 	
                                RATH
                  Which were you?
 	 	
                                ELECTRA
                  An Indian.  Always an Indian.
 	 	
                                RATH
                  Then pretend he's a cowboy and
                  pull the trigger.  You can pretend 
                  he'll just get up after, but you 
                  pull the trigger.

       For Electra, this is getting a little too real.


       INT. BANK - DAY

       Glossed with light.  We PULL BACK and see other squares.
       Black and white.  Like a chessboard.  A woman's HEELS
       CLICK past.  RISING HIGHER, we see the woman walking.  A
       man crosses behind her going the other way.  HIGHER STILL
       and we realize we're looking at the black and white 
       marble floor of the...


       INT. BANK - DAY

       The ceilings are vaulted and vast, the suspended lights
       baroque.  An enormous clock (10:00 AM) hangs from the 
       wall.  With its massive oil paintings and bronze statues,
       the bank could be a museum.

       Armed guards stroll the floor.  Customers go about their
       business.  Carrying a large black briefcase, Rath steps
       onto the checkered floor.


       EXT. OUTDOOR CAFE - DAY

       Set just off the plaza with a view of the side of the 
       hotel and the front of the bank.  Electra sits on the
       patio sipping a thick, almost sludgy espresso.  She
       hears Rath over her ear-piece.

                                RATH (V.O.)
                  I'm in the bank.  He'll move now.

       She scans the plaza, nervous.

                                ELECTRA
                  I don't see him.  I --

       There.  Across the Plaza.  Bain glides through the crowd
       like a shark.  Headed for the Hotel Paraiso.


       INT. BANK - DAY

       Rath waits for a teller.  Electra whispers in his ear.

                                ELECTRA (V.O.)
                  He's here.


       EXT. OUTDOOR CAFE - DAY

       The owner brings a second espresso, steps away.  Electra
       downs it in a gulp as she watches Bain disappear between
       a gap in the boarded-up, burned-out hotel.

                                ELECTRA
                         (scared)
                  He's going in.  He's in the 
                  hotel.


       INT. BANK - DAY

       Rath hears the fright in her voice.

                                RATH
                  That's what we want.  Try a 
                  decaf.
 	 	
       Rath steps up to the TELLER.

                                TELLER
                  May I help you, sir?
 	 	
                                RATH
                  Yes.  Could you check on a 
                  transfer for me?

       Rath slides a withdrawal ticket over.


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Bain steps into the same room we saw him in last night.
       He reaches overhead into some charred, half-collapsed
       timbers, pulls down the silenced sniper's rifle.

       Stepping to the window, Bain aims at the bank entrance.  
       Through the scope he follows an exiting man.  The cross-
       hairs are right on the man's forehead.  Bain pulls the
       trigger.  CLICK.

       Satisfied, Bain slaps a magazine into the rifle.  Reach-
       ing into his pocket he pulls out an orange.  Watching 
       the bank, he starts to peel it.  He reaches into a 
       duffel bag, pulls out his small keyboard and a set of
       headphones.  He plugs in the phones, begins to play, 
       always watching the bank.


       INT. BANK - TELLER'S WINDOW - DAY

       The Teller returns with a BANK OFFICIAL.  He carries a
       printed receipt, wears a great big smile.

                                OFFICIAL
                  Senor.  We have received your 
                  transfer.
 	 	
       He hands the receipt to Rath who sees a "two", counts the
       zeros after it.  There are seven of them.

                                RATH
                  I want to close this account.  
                  Could you get the paperwork 
                  together?

       The smile fades.

                                OFFICIAL
                  Today?  You wish to close the
                  account today?

       Rath nods solemnly.  No joking here.

                                OFFICIAL
                  How would you like the funds?
 	 	
                                RATH
                  American currency.

       It's all the Official can do to keep from crossing him-
       self.  He looks around, catches the eye of the one man in
       the building who looks even more official than he does --
       the BANK PRESIDENT.

       The President steps over, confers with his underling in
       low tones.  In Spanish.  Occasionally the President 
       glances at Rath, but mostly he listens.  Finally...

                                PRESIDENT
                  You're aware, Senor, that there
                  may be... a withdrawal fee?
 	 	
                                RATH
                  Yes, I am.

       The President looks to the Official, nods.  As the
       Official hurries off, the President looks back to Rath.

                                PRESIDENT
                  This will take some time.
 	 	
                                RATH
                  I have all day.
 	 	
                                                   DISSOLVE TO:


       EXT. SUN

       High in the sky.  White hot.


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Bain sits in a charred chair staring out the window, his
       back soaked with sweat.  He rubs his eyes.  One at a 
       time.  He's afraid to blink lest he miss something.  He 
       checks his watch, raising it to eye level, rather than 
       look down.

                                BAIN
                  What are you doing in there?

       The heat in the room makes it hard to even breathe.  
       There!  A man walks out of the bank dressed like Rath.

       Bain's body snaps erect.  Leveling the rifle, he sites 
       the man's head.  He's about to squeeze the trigger when 
       he realizes it's not Rath.

       Bain wipes the sweat from his forehead, leaves a smear of
       black from the charcoal.  Fumbling for his bag, he pulls
       out a container of bottled water.  He drinks, never once
       taking his eyes off the bank.

                                BAIN
                  Relax, baby.  Calmate...


       EXT. PLAZA COLON - DAY

       The shadows are getting longer, stretching out toward the
       bank where...


       INT. BANK - DAY

       Rath sits in a big, highback leather chair.  Cool as a
       cucumber, he watches the traffic in the lobby.  The big
       clock reads 3:10.

                                RATH
                  Talk to me.


       EXT. CAFE - DAY

       Electra watches the hotel, a sixth empty espresso cup
       before her.

                                ELECTRA
                  No sign of him.  He's just sitting
                  up there, same as us.

       INTERCUT the following:


       INT. BANK/EXT. CAFE - DAY

                                RATH
                  No.  I mean talk to me.  Tell me
                  some of that weird stuff you 
                  know.

       Electra smiles, thinks a beat.  An old man in a beat
       fedora passes by.  Inspiration.

                                ELECTRA
                  You know the expression, 'Mad as
                  a hatter'?
 	 	
                                RATH
                  Alice in Wonderland, right?
 	 	
                                ELECTRA
                  Yeah, but it's a real thing.  Hat
                  makers, hatters, they used 
                  mercurous nitrate to make felt
                  hats.  They'd absorb it through
                  their skin and some of them went
                  insane.  No one knew why at the
                  time.  As long as their hats fit.

       Rath is amused.

                                RATH
                  Tell me another one.
 	 	
                                ELECTRA
                         (coy)
                  Well, there's 'Mad as a March 
                  Hare.'
 	 	
                                RATH
                  What's that, rabbit hat makers?
 	 		
                                ELECTRA
                  Hares are bold, wild in March.
                  March is when they mate.
                         (a beat)
                  I think the correct term is 
                  'rutting.'  Wild rutting bull
                  bunnies.

       As Rath smiles to himself.


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Teeth gritted, Bain rocks side to side.  He has to 
       urinate.  Bad.  He tries to scan the faces coming out 
       of the bank, but the situation has become intolerable.

                                BAIN
                  Esto es una locura!

       Always watching the bank, he grabs the empty water 
       bottle, unzips his pants and begins refilling it.


       INT. BANK RESTROOM - DAY

       INTERCUT Bain's discomfort with Rath in the bank's 
       elegant restroom.  He stands at the sink, pats his hands 
       dry on a towel.  Not a trace of sweat on his brow.


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Spotting someone exiting the bank, Bain drops the bottle
       of urine, spilling it, to grab for his rifle.  He looks
       through the scope.  Not Rath.  As Bain curses...


       EXT. CAFE - DAY

       Concerned, the owner starts for Electra with another cup
       of espresso.  Seven empties dot her table.  She looks
       over, waves him off.  No mas.


       INT. BANK - DAY

       The sun clock on the wall reads 5:10.  After a long beat,
       the MINUTE HAND CLICKS over to 5:11.  PAN DOWN TO where
       the Bank President approaches Rath.

                                PRESIDENT
                  Senor, we've deducted our fee 
                  and are making a second count.  
                  The funds will be available in 
                  one half hour.
 	 	

       INT. HOTEL PARAISO - ROOM 302 - DAY

       The sun is getting low, filling the room with golden 
       light.  Bain is just a knot by the window.  As a large 
       group exit the bank, he scans faces through the scope.  
       Frantically as they disperse.  No Rath.

       Bain pounds the butt of the rifle down, splintering a
       floorboard.  He checks his watch.  5:47.  In fifteen
       minutes the bank will close.  Maybe he missed him...

       Bain stands up.


       EXT. CAFE - DAY

       Electra sits up almost in shock as she sees Bain emerge
       from the shadows of the hotel.  He moves with purpose,
       shoving aside people who don't get out of his way.

                                ELECTRA
                         (almost shouting)
                  He's coming.
                         (a whisper)
                  He's coming.


       INT. BANK - DAY

       Rath looks up at the clock, frowns as he remembers.

                                RATH
                  He waited four minutes longer 
                  than I did.
 	 	
                                ELECTRA (V.O.)
                  What?
 	 	
                                RATH
                  Go.


       EXT. CAFE - DAY

       Electra moves for the hotel, enters.


       INT. HOTEL PARAISO - LOBBY - DAY

       Watching her footing, Electra heads up the main stair-
       case, on her way to the third floor.


       INT. BANK - DAY

       The Bank Official carries Rath's briefcase to the 
       President's desk.  It looks heavy now.  The President 
       looks to Rath who motions he'll be one moment.

                                RATH
                         (into mic)
                  Where are you?
 	 	
 	 	
       INT. HOTEL PARAISO - BURNED-OUT HALLWAY - DAY

       Electra counts doors, enters... 


       ROOM 302

                                ELECTRA
                  I'm in 302.

       She's ready to grab the rifle and run.  The only problem
       is, it's not here.  She checks behind a blackened 
       mattress leaning against the wall.  Nothing...

                                ELECTRA
                  It's not here.  The rifle's not here. 
 	 	

       INT. BANK - DAY

       Rath is horrified.

                                RATH
                  Get out of there.  


       EXT. PLAZA COLON - DAY

       Bain strides across the plaza, a maniac gleam in his eye.
       The bank is just ahead. 


       INT. ROOM 302 - DAY

       Electra looks through the lathing into 301.  Maybe she 
       has the wrong room.  But as she turns, she spots it.  
       Bain's rifle stashed up in the rafter.

                                ELECTRA
                  Wait.  I got it!


       INT. BANK - DAY

       Relief replaces the nausea.

                                RATH
                  Okay.  Go.


       INT. BANK - DAY

       As Bain charges in, Rath removes the ear-piece, pockets
       it. 


       INT. ROOM 302 - DAY

       But as Electra steps forward, the floor gives out at her
       feet.  She falls, jerks to a stop as her ribs wedge into
       the hole.  She cries out in pain.


       INT. BANK - DAY

       Soaked in sweat, his eyes covered by sunglasses, Bain
       scans the lobby.  Rath sits, waits, unaware of Electra's 
       plight.

       Turning, Bain spots him.  A man seemingly without a care 
       in the world.  Confused, Bain's first instinct is to run.  
       But then, taking a breath, he starts for Rath.

                                BAIN
                  How'd you know?  Who told you?

                                RATH
                  History -- Nicolai.  Fifteen years 
                  ago I walked into this bank just 
                  like you are now.  That makes you
                  good.  Because I was the best.
                         (a beat)
                  But right now you feel like a mark,
                  don't you?

       The words sting.

                                RATH
                  You think you've been sold out. 
                  You don't trust anyone.  It's the
                  first commandment.  It's what 
                  keeps you alive.  
 	 	
                                BAIN
                  And you, Antiquado?  Who can you 
                  trust?  No one.  You're alone, 
                  same as me. 

       If Bain only knew how wrong he really was. 


       INT. ROOM 302 - DAY

                                ELECTRA
                  Rath.  I'm stuck.

       No answer.  Electra follows the ear-piece cord to the
       transmitter unit under her shirt.  A tug reveals it's
       smashed from the fall.


       INT. BANK - DAY

       Bain's nervous, watching anyone who comes near them.

                                RATH
                  Why the sunglasses, kid?  Can't
                  you look me in the eye?

       Bain turns defiantly toward him, seething with energy.

                                BAIN
                  You and Nicolai.  Me and you.
                  History will repeat.

                                RATH
                  If you were really a student of
                  history, you'd know we're just
                  pawns.  The contractor is number
                  one.

       Not listening, Bain glances toward the back of the bank.

                                RATH
                  There's sixteen million coming 
                  out of there.  I could give it to
                  you right now to let me walk.  You
                  wouldn't take it.

                                BAIN
                  You're pathetic.  You sound like
                  a mark.
 	 	
                                RATH
                         (smiles sadly)
                  No.  I just know where you're
                  going.

       Bain takes off his sunglasses, looks Rath in the eye.
       Bain suddenly doesn't look so nervous.

                                BAIN
                  I tell you, that night, in the 
                  cab, I thought I was lucky to 
                  be alive.  Now I think different.  
                  You were the lucky one.
                  
       Rath sits calmly, stares back at him.

                                RATH
                  You're right.  I am lucky.
 	 	
                                BAIN
                  No more chit chat. 

       A beat.  And then, Bain winks.

       Turning, he heads for the exit.  As he disappears, Rath
       reaches into his jacket, sticks his ear-piece back in.
	
                                RATH
                  Electra, where are you?  

       No answer.  Rath frowns.

                                RATH
                  Electra?  


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Panic is setting in as Electra struggles in vain to free
       herself...


       INT. BANK - DAY

       Rath looks up as the Bank President and guards step over.
       One carries the briefcase. 

                                PRESIDENT 
                  Everything is in order, Senor. 


       EXT. PLAZA COLON - DAY

       Trying to look three different ways at once, Bain crosses
       the plaza in long, pounding strides.


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Slowly, painfully, carefully, Electra eases herself from
       the hole she's in.  Almost out, she slips back.


       INT. BANK - $16,000,000 - DAY

       in the open briefcase.  Held by one of the guards.  The
       Bank President closes it, looks over at Rath.

                                PRESIDENT
                  This is awkward, not really my 
                  affair.  But I was told you would 
                  give us something.  In return.

       The guards look formidable.  As Rath's eyes narrow.


       EXT. HOTEL PARAISO - DAY

       As Bain blasts inside...


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Almost out, Electra pulls herself free.  It hurts.  And
       then, she hears BAIN TEARING UP the hotel STAIRS.


       INT. BANK - DAY

       As Rath hands the disc over to the almost apologetic Bank
       President.  He sticks it in a scanner similar to the one
       Bain used.  The light flashes green.  It checks out.  The
       guard hands Rath the briefcase.  The President gestures 
       toward the exit.  The clock reads 6:03. 

                                PRESIDENT
                         (smiling)
                  And now, we are closed, Senor.


       INT. HOTEL PARAISO - ROOM 302 - DAY

       Electra reaches to the rafter, but can't quite get the 
       rifle.  Bain sounds awfully close.  Terrified, she 
       reaches again.


       INT. HOTEL PARAISO - 3RD FLOOR HALL - DAY

       Here he comes.  Like a wild beast.  He charges into...


       INT. ROOM 302 - DAY

       Electra is gone.  Bain charges to the spot, on tiptoes,
       pulls down his rifle and bag.  Whipping to the window, 
       he sites through the scope.  The stairs are empty. 

                                BAIN
                         (intense)
                  Step outside, Rath.  Step outside
                  and I'll set you free.


       ANGLE BEHIND BURNED MATTRESS

       Here she is.  Trembling, Electra peeks out, sees Bain's
       back.  At the window.  Fifteen feet away.


       INT. BANK - DAY

       Rath walks toward the exit, closely followed by the 
       guards and Bank President.  One long walk.  Like a 
       man being released from prison, or is he on his way 
       to execution dock?  We'll know in a few moments.


       INT. ROOM 302 - DAY

       Bain's attention is riveted to the hotel steps.

                                BAIN
                  Come on.  Orgulloso toro.  I got the
                  sword right here.  There's no shame.  
                  I promise you won't feel a thing.
                  
       Behind him, behind the mattress, Electra raises Rath's
       .22, her hand shaking like crazy.


       INT. BANK - EXIT - DAY

       No flood of light this time.  In fact, it looks dark 
       outside.  Rath is crowded from behind by the guards.

                                PRESIDENT
                  Thank you for your business, Senor.

       Practically pushed into taking a step outside, every-
       thing is suddenly spinning out of his control.  As the
       big doors shut behind him...


       INT. ROOM 302 - DAY

       Bain has Rath in the doorway.  Not quite a clean shot, 
       but Bain's willing to wait.
 	 	
                                BAIN
                  Take a step.  Just one little step.
 	 	
       Electra's knuckles are white around the .22's grip.  But 
       she can't pull the trigger.  Bain isn't a cowboy and she's
       not an Indian.


       EXT. BANK - DOORWAY - DAY

       Rath looks from side to side.  There's no car waiting.
       In fact, the Plaza is nearly deserted.

                                RATH
                  Electra?  Are you there?

       Head down, there's only one way to find out.  Rath 
       starts down the stairs.


       INT. ROOM 302 - DAY

       Bain leans forward, his aim rock steady.

       The crosshairs are an "X" on the top of Rath's head.

                                BAIN
                  Look up.  I want to see your eyes.

       Electra better act.  Now's not the time to be a voyeur.


       EXT. PLAZA COLON - DAY

       Rath stops, slowly looks up.  He sees the rifle's long
       silencer jut from the window, Bain's shadow beyond it. 
       He's a dead man, but the worst part is not knowing where
       Electra is.  Was he deserted?  Is she in trouble?  In 
       another second, it won't matter.


       INT. ROOM 302 - DAY

       About to pull the trigger, Bain hesitates... 


       BAIN'S POV - THROUGH RIFLE SCOPE

       He sees the mic in Rath's ear, the cord snaking under 
       his shirt.


       ROOM 302

       Bain frowns, then sniffs the air.  There's something 
       strangely familiar in it.

                                BAIN
                  Jasmine.
 	 	
       Bain whips a look back over his shoulder, sees Rath's 
       .22, Electra who practically shrugs in apology.  

                                ELECTRA
                  Howdy...

       The .22 SILENCER kisses the air.  Bain's shoulder erupts 
       red.


       EXT. PLAZA COLON - DAY

       Pigeons take wing as Rath sees the RIFLE twist up, FIRE
       wildly into the sky.  A beat and Rath dashes forward.


       INT. ROOM 302 - DAY

       The rifle dropped, Bain grabs his bag and charges for the
       wall.  Electra FIRES TWICE more, misses twice as Bain 
       crashes through the lathing into...


       ROOM 301

       Stumbling blind, he falls.  The floor opens beneath him 
       to let him pass.


       EXT. PLAZA COLON - CAFE - DAY

       Rath races for the hotel.  Past a man picking up coffee
       cups.


       INT. THE HOTEL PARAISO - ROOM 301 - DAY

       Electra steps up.  The .22 trained on the hole, she 
       looks down.  Bain's bag is there, but the man himself
       is nowhere in sight.  A ghost.  Electra moves.


       INT. 2ND FLOOR HALLWAY - DAY

       Bain on his back, aiming his own .22 at her footsteps
       overhead.  He FIRES.


       INT. 3RD FLOOR HALLWAY - DAY

       There's no warning blast, just BULLETS silently drill-
       ing the floor at her feet.  Electra runs, aware the 
       floor could collapse under any given footfall.


       INT. 2ND FLOOR HALLWAY - DAY

       Bain moves to the railing, aims at the stairs.

       Electra appears on the landing above, freezes as she 
       realizes she's exposed.

                                RATH (O.S.)
                  Bain!

       Rath in the lobby.  Before Bain can target him, he's 
       gone.

       So is Electra.

                                BAIN
                  Two against one.  Is that your
                  edge, Rath?  You didn't take the 
                  mark.  You took the bribe.

       Bain starts for the stairs.

                                BAIN
                  I'll take her, even the odds!
 	 	
                                ELECTRA (O.S.)
                         (scared somewhere)
                  I think he's serious, Rath!


       ROOM 205

       Rath pulls himself up through a hole in the floor.

                                RATH
                  You've got something of mine, 
                  Electra.


       3RD FLOOR HALLWAY

       Electra looks at the .22, gauges Rath's position from his 
       voice.

                                ELECTRA
                  When do you want it back?!
 	 	
                                RATH (O.S.)
                  Now!
 	 	

       ATRIUM - HALLWAY BALCONIES

       Electra appears at the third floor balcony.  Rath at the
       second, a little further down.  Bain turns the corner on 
       the staircase.

       As Electra tosses Rath the .22, Bain FIRES.  Time slows.

       Rath's hand closes around the gun even as he's hit in 
       the shoulder.  Stumbling back, he RETURNS FIRE.

       Electra has disappeared from the railing as Bain con-
       tinues after her.  And getting to his feet... 

       Rath gets to his feet and motors.


       3RD FLOOR

       Light plays through the lathing.  Every creak could 
       mean your life.  INTERCUT BETWEEN Rath, Electra and 
       Bain as they play the equivalent of the hedge-maze 
       game.

       Bain FIRES at a shadow moving against a wall three 
       rooms away.

       Electra nearly steps into a gaping hole as she looks 
       back at a sound behind her.

       Rath wheels as the Electra WHISPERED NAME "Rath" ECHOES 
       oddly.  No way to tell where it came from.


       3RD FLOOR HALLWAY

       The full length stretched before us.  Electra steps 
       out from a room.  Rath appears at the other end.  As 
       she starts toward him, Bain steps out from the opposite 
       end.  She's about to get caught in one hellacious 
       crossfire.

                                RATH
                         (dashing forward)
                  Down!

       As Electra hits the deck, Bain leaps forward with a 
       rebel yell.  The two men unload their silent .22's.  
       Sprinting at each other.  Bain shouting.

       Rath jerks to a sinew-stretching stop as his right leg 
       goes through the flooring.  He FIRES... 

       And as Bain's hit in the thigh, he goes down.  Disappears
       through the floor right at Electra's feet. 


       INT. FLOORS - DAY

       MOVE WITH Bain as he tumbles.  Breaking, then continuing 
       his fall at each floor he encounters.


       3RD FLOOR HALLWAY

       Rath and Electra look THROUGH the hole.  No ghost this
       time.  Bain's down there.  Motionless, nearly buried 
       in debris.  Rath looks up at Electra.

                                RATH
                  Don't move.

       Rath starts down the hall.  A beat and Electra is 
       following right behind him.


       INT. HOTEL PARAISO - LOBBY - DAY

       The light from the lowering sun slips through gaps, 
       cracks and broken window panes, casting surreal patterns.

       Rath steps over to where Bain lies broken.  .22 aimed at
       Bain, he turns to face Electra as she comes up behind.

       They embrace a moment before he pulls away.  The only way
       to describe him is pissed with joy.

                                RATH
                  You weren't supposed to be here.
                  What happened?  What the hell
                  happened?!

       Before Electra can explain...

                                VOICE (O.S.)
                  That's no way to talk to a lady.


       INT. LOBBY - DAY

       A chill down Rath's spine.  He wheels, but the voice has 
       no source.  Till The CONTRACTOR steps out of the shadows,
       holds a .22 about a foot from Electra's head.

                                CONTRACTOR
                  It's been a long time, my friend.

       Rath turns, is stunned at the sight.

                                RATH
                  Nicolai.

                                NICOLAI/CONTRACTOR
                  The years have been good to you,
                  Robert.
                         (re: gun)
                  Put it down.

       Nicolai motions to Rath's gun.  Rath has no choice.  He
       drops it.  Nicolai gestures toward Bain.

                                NICOLAI
                  Miguelito?
                         (as Rath nods)
                  I never pictured him so young.  A
                  shame.  Second best after all.

       Electra can't believe what's happening.  She looks from
       Nicolai to Rath.

                                ELECTRA
                  You killed him.
 	 	
                                NICOLAI
                         (smiles)
                  He did.

       Nicolai opens his jacket to reveal a bulletproof vest.

                                NICOLAI
                         (to Rath)
                  Walking out of that bank was the
                  worst moment of my life.
                         (to Electra)
                  He always went for the heart.
                  Predictable.

       Nicolai holds up a flattened slug, tosses it to Rath who
       lets it land on the floor.

                                RATH
                  Fifteen years, fifteen goddamn
                  years you let me think I killed
                  you.  You sonuvabitch.
 	 	
                                NICOLAI
                  You're forgetting you shot me.
                  You sonuvabitch.

       Rath can't argue the facts.

                                NICOLAI
                  The Cold War was ending.  I needed
                  to die.  To leave no past behind.
                  You delivered me.
                         (looks to Electra)
                  You, my darling, must be the mark.
 	 	
                                ELECTRA
                  And you, my darling, must be the
                  contractor.
 	 	
                                NICOLAI
                         (nods; to Rath)
                  I'm disappointed, Robert.  You
                  were supposed to kill her.
 	 	
       Rath is the only one aware that Bain has come to.

       With his free hand, Nicolai pulls the disc from his
       pocket, looks to Electra.

                                NICOLAI
                  You're a thief.  A good one.
 	 	
                                ELECTRA
                         (looks to Rath)
                  I'm retired.
 	 	
                                NICOLAI
                  I had to use both my best to
                  track you down.
 	 	
                                ELECTRA
                         (re: disc)
                  Let me guess.  There's something 
                  on there that would bring you
                  back to life.
 	 	
                                NICOLAI
                         (nods)
                  You're very good.  Also a shame.

       Rath and Nicolai regard each other grimly.  A moment of
       truth is at hand.

                                ELECTRA
                         (scared)
                  Hey, can't you two just kiss and 
                  make up?

       Nicolai smiles at her, picks the briefcase up off the
       ground.  At the same time, Bain's hand moves almost
       imperceptibly to his gun a few inches away.

                                NICOLAI
                  This is sad for me, Robert.
                  Sentimental, but I didn't want
                  to find you alive.
                         (a beat)
                  First things first.

       Nicolai motions Rath to take a step aside.  Nicolai moves
       forward.  Leaning over Bain, he holds the .22 to the base
       of his skull.  The coup-de-grace.

                                                  NICOLAI
                  Always make sure.  You should've
                  known better.

       As Nicolai's finger tightens, Rath dives for his own gun.
       Nicolai swings his aim for Rath enabling Bain to grab
       his own .22.

       Bain FIRES from the rubble, drills Nicolai up through the
       chest cavity.

       Nicolai drops.  Rath rolls to his feet, aims at Bain who
       swings his aim to Rath.  But neither man fires.  

                                ELECTRA
                  Don't do this.

       Finally, Bain sticks out his free hand.

                                BAIN
                  Ayudame...
                         (sighs)
                  Help me up, will you?

       Rath takes his hand, pulls Bain, bloody, covered in soot,
       to his feet.  As Rath stares down at Nicolai.

                                RATH
                  I'm gone.
 	 	
       Bain considers the implications.

                                BAIN
                  That would make me number one.
 	 	
                                RATH
                  I can live with that.  Can you?
 	 	
                                BAIN
                  Absolutamente.  Companeros.
 	 	
       Bain turns his aim away.  Rath does the same.  Electra
       breathes a sigh of relief.  Rath moves toward her.

                                BAIN
                  I'm sorry, Rath.

       Rath freezes as he hears the HAMMER COCK behind him.  
       Bain has him dead, the .22 aimed at the back of Rath's
       head.

                                BAIN
                  As long as you're out there,
                  I'll never be number one.

       Feeling like a fool, Rath looks across at Electra. 
       beat.  In a moment of compassion, Bain turns his aim away.

                                BAIN
                  You want to say goodbye?

       Rath has nothing to say.  He just looks at her.

       In response, Electra raises her sunglasses, slides them 
       on.  Like she's withdrawing away at the end.  But wait.  
       That's not it at all.

       Rath's eyes flicker wide as he sees Bain in the lens
       reflection.  Rath knows eactly where he's standing.

       Bain realizes as well.  As he moves to fire...

       The side of Rath's coat blossoms as Rath SHOOTS through
       it.  Like a Wild West trick shooter.

       Hit in the chest, the gun slips from Bain's hand.  His
       eyes flicker from his wound to Rath.  Rath stares back.

       Bain goes down hard.  He's dead.

       Rath and Electra come together.  A beat and they start
       out.  On the way, Electra scoops up the briefcase. 
       moment more and they're gone.


       FREEZE FRAME.

                                                   FADE TO BLACK.




                                 THE END