CASINO

                               By

                   Nicholas Pileggi



EXT. RESTAURANT PARKING LOT, LAS VEGAS, 1983 - DAY

SAM 'ACE' ROTHSTEIN, a tall, lean, immaculately dressed man 
approaches his car, opens the door, and gets inside to turn 
on the ignition.

                      ACE (V.O.)
          When you love someone, you've gotta 
          trust them. There's no other way. 
          You've got to give them the key to 
          everything that's yours.  Otherwise, 
          what's the point? And, for a while... 
          I believed that's the kind of love I 
          had.

Suddenly, the car explodes. Flames, smoke and metal rise 
into the sky covering the view of the Las Vegas casinos and 
their signs.

Music in: J.S. Bach - 'St Matthew Passion'.

Ace's body comes flying in - extreme slow motion. His body 
twists and turns through the frame like a soul about to tumble 
into the flames of damnation.

MAIN TITLE SEQUENCE.

INT. TANGIERS CASINO FLOOR - NIGHT

Vignette of ACE through rippling flames, we move in on ACE 
ROTHSTEIN overseeing the casino. He lights a cigarette.

                      ACE (V.O.)
          Before I ever ran a casino or got 
          myself blown up, Ace Rothstein was a 
          hell of a handicapper, I can tell 
          you that. I was so good, that whenever 
          I bet, I could change the odds for 
          every bookmaker in the country. I'm 
          serious. I had it down so cold that 
          I was given paradise on earth. I was 
          given one of the biggest casinos in 
          Las Vegas to run, the Tangiers...

INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - 
NIGHT

Vignette of MOB BOSSES sitting at a table surrounded by food 
and wine like the gods of Olympus.

                      ACE (V.O.)
          ...by the only kind of guys that can 
          actually get you that kind of money: 
          sixty-two million, seven-hundred 
          thousand dollars. I don't know all 
          the details.

                      NICKY (V.O.)
          Matter of fact...

INT. BAR, LAS VEGAS - NIGHT

Vignette of NICKY SANTORO standing at a bar with DOMINICK 
SANTORO, his brother, and FRANK MARINO, his right-hand man.

                      NICKY (V.O.)
          ...nobody knew all the details, but 
          it should'a been perfect. I mean, he 
          had me, Nicky Santoro, his best 
          friend, watching his ass...

INT. NIGHTCLUB - NIGHT

Vignette of GINGER MCKENNA a dazzling thirty-one-year-old 
blonde seated by a small fiery pool.

                      NICKY (V.O.)
          ...and he had Ginger, the woman he 
          loved, on his arm.  But in the end...

INT. TANGIERS SPORTSBOOK/ACE'S OFFICE - NIGHT

ACE looks over the casino he rules.

                      NICKY (V.O.)
          ...we fucked it all up. It should'a 
          been so sweet, too.  But it turned 
          out to be the last time that street 
          guys like us were ever given anything 
          that fuckin' valuable again.

EXT. LAS VEGAS - NIGHT

Aerial shot coming down out of the clouds over the brightly 
lit Vegas Strip and off into the blackness of the desert 
night.

                      ACE (V.O.)
          At that time, Vegas was a place where 
          millions of suckers flew in every 
          year on their own nickel, and left 
          behind about a billion dollars. But 
          at night, you couldn't see the desert 
          that surrounds Las Vegas...

EXT. DESERT - DAWN

Aerial shot swooping along the desert floor, then rising 
above the mist to reveal mountains in the distance.

                      ACE (V.O.)
          But it's in the desert where lots of 
          the town's problems are solved.

                      NICKY (V.O.)
          Got a lot of holes in the desert, 
          and a lot of problems are buried in 
          those holes. Except you gotta do it 
          right. I mean, you gotta have the 
          hole already dug before you show up 
          with a package in the trunk.  
          Otherwise you're talkin' about a 
          half-hour or forty-five minutes of 
          diggin'. And who knows who's gonna 
          be comin' along in that time? Before 
          you know it, you gotta dig a few 
          more holes. You could be there all 
          fuckin' night.

EXT. LAS VEGAS STRIP, 1973 - NIGHT

TITLE IN: 'THE STRIP', 'LAS VEGAS', 'TEN YEARS EARLIER'

ACE is greeted by a casino exec and walked through the 
brightly lit entrance to the Tangiers Casino.

                      ACE (V.O.)
          Who could resist? Anywhere else in 
          the country, I was a bookie, a 
          gambler, always lookin' over my 
          shoulder, hassled by cops, day and 
          night. But here, I'm 'Mr Sam 
          Rothstein'. I'm not only legitimate, 
          but running a casino. And that's 
          like selling dreams for cash.

INT. TANGIERS CASINO - NIGHT

We see ACE enter alone. He is greeted by BILLY SHERBERT. 
They are joined by top executives RICHIE and RONNIE in suits 
and ties. They walk through the casino, past crowded and 
noisy craps tables, spinning roulette wheels, blackjack 
tables, poker-faced players at poker tables, and elegant, 
cordoned-off, black-tie, baccarat tables.

                      ACE (V.O.)
          I hired an old casino pal, Billy 
          Sherbert, as my manager and I went 
          to work.

                      SHERBERT
               (Introducing the EXECS 
               to ACE)
          ...And this is Ronnie, who takes 
          care of the card room...

                      ACE (V.O.)
          For guys like me, Las Vegas washes 
          away your sins. It's a morality car 
          wash. It does for us what Lourdes 
          does for humpbacks and cripples. 
          And, along with making us legit...

INT. TANGIERS/HARD COUNT ROOM - NIGHT

Dolly back from a wall of money. An employee pours a bucket 
full of coins into a trough. Camera follows progress as 
numerous coins move on a conveyor system, through a sorting 
machine. Camera reveals several rolls of coins on a lower 
conveyor as they move up a ladder towards an employee's hands, 
who then places the rolls on a rack.

                      ACE (V.O.)
          ...comes cash. Tons of it. I mean, 
          what do you think we're doing out 
          here in the middle of the desert?  
          It's all this money. This is the end 
          result of all the bright lights and 
          the comped trips, of all the champagne 
          and free hotel suites, and all the 
          broads and all the booze. It's all 
          been arranged just for us to get 
          your money. That's the truth about 
          Las Vegas.

INT. TANGIERS/FLOOR/SOFT COUNT ROOM - DAY

Camera follows JOHN NANCE carrying a small suitcase and 
walking through the casino to a door leading to the cashier's 
cage. The sign on the door reads 'Authorized Personnel Only'. 
He walks through the cage, to another door: 'Notice - Keep 
Out'.

                      ACE (V.O.)
          We're the only winners. The players 
          don't stand a chance. And their cash 
          flows from the tables to our boxes 
          ...through the cage and into the 
          most sacred room in the casino ...the 
          place where they add up all the money 
          ...the holy of holies ...the count 
          room.

He opens the door. We see inside the count room from NANCE'S 
point of view.

It looks like the area behind a teller's cage in a bank. A 
large room, windowless, decor-free. One side is a mesh cage, 
opened to reveal stacks of cash boxes. Several COUNTERS in 
white shirts are gathered around a glass table counting and 
sorting paper money.)

                      ACE (V.O.)
          Now this place was off limits.

                      COUNTER #1
          Verify two thousand.

                      ACE (V.O.)
          Even I couldn't get inside, but it 
          was my job to keep it filled with 
          cash. That's for sure.

                      NICKY (V.O.)
          They had so much fuckin' money in 
          there, you could build a house out 
          of stacks of $100 bills. And the 
          best part was that upstairs, the 
          board of directors didn't know what 
          the fuck was going on.

At one end of the room the clerks empty the metal boxes and 
rapidly count the cash at a counting table. The camera follows 
a cash 'drop box' being lifted from the stack by a clerk. He 
pours the cash on to the table and shows the empty box to a 
video camera. COUNTER #2 rapidly counts the cash and 
announces:

                      COUNTER #2
          Five thousand.

                      NICKY (V.O.)
          I mean, to them everything looked on 
          the up and up. Right? Wrong.

The first counter recounts the cash.

                      COUNTER #1
          Verify five thousand.

                      NICKY (V.O.)
          The guys inside the counting room...

Stacks of bills lie nearby. The camera pans across the room 
to another table manned by a COUNT ROOM EXECUTIVE who repeats 
the figure and writes it down on a master list.

                      COUNT ROOM EXEC
          Five thousand.

We move back to NANCE opening a cabinet full of stacks of 
$100 bills. He opens his suitcase and begins to fill it with 
cash. As he does this, the workers studiously look in other 
directions.

                      NICKY (V.O.)
          ...were all slipped in there to skim 
          the joint dry.  They'd do short 
          counts, they'd lose fill slips. They'd 
          even take cash right out of the drop 
          boxes. And it was up to this guy 
          right here [NANCE], standin' in front 
          of about two million dollars, to 
          skim the cash off the top without 
          anybody gettin' wise ...the IRS or 
          anybody.

                      COUNTER #1
          Verify two hundred.

NANCE closes the case and walks out. One of the counters 
dumps another container of money on the table.

                      NICKY (V.O.)
          Now, notice how in the count room 
          nobody ever seems to see anything. 
          Somehow, somebody's always lookin' 
          the other way. Now, look at these 
          guys [COUNTERS]. They look busy, 
          right?  They're countin' money. Who 
          wants to bother them? I mean, God 
          forbid they should make a mistake 
          and forget to steal. Meanwhile, you're 
          in and you're out.

NANCE exits the count room and proceeds through the lobby of 
the casino, passing ACE and SHERBERT, to a side exit door.

                      NICKY
          Past the jag-off guard who gets an 
          extra c-note a week just to watch 
          the door.  I mean, it's routine. 
          Business as usual: in, out, hello, 
          goodbye. And that's all there is to 
          it. Just another fat fuck walkin' 
          out of the casino with a suitcase. 
          Now, that suitcase was goin' straight 
          to one place: right to Kansas City 
          ...which was as close to Las Vegas 
          as the Midwest bosses could go without 
          gettin' themselves arrested.

NANCE leaves the casino and gets into a cab parked at the 
curb.

EXT. KANSAS CITY AIRPORT - DAY

NANCE arrives. He is greeted by ARTIE PISCANO, a gray-haired 
sixty-year-old underboss.

TITLE IN: 'KANSAS CITY'

                      NICKY (V.O.)
          That suitcase was all the bosses 
          ever wanted ...and they wanted it 
          every month.

                      PISCANO
          Hey, John, how are you? How was your 
          ride?

EXT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

NANCE, with suitcase, and PISCANO leave the car and enter 
the produce market.

                      NICKY (V.O.)
          Now this old Mormon fuck here...

              CUT TO: NANCE, AS HE GETS OUT OF PISCANO'S CAR

INT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

NANCE and PISCANO walk through the grocery store, through 
the warehouse, past various employees to a doorway leading 
into the back room, where they are greeted by five older men 
around a large wooden table with bowls of macaroni and old 
jelly glasses filled with red wine.

                      NICKY (V.O.)
          ...he had to fly in with suitcases 
          once a month, nice and easy.

                      NANCE
          Somethin' smells good.

                      PISCANO
          Yeah, they made us somethin' to eat.

                      NICKY (V.O.)
          The bosses would come from all over 
          the place: Detroit, Cleveland, 
          Milwaukee. All over the Midwest.  
          And they would meet in the back of 
          this produce market in Kansas City. 
          I mean, nobody even knew.

NANCE shakes hands with AMERICO CAPELLI, sixty-eight, a bald, 
affable Milwaukee entrepreneur and ARTHUR CAPP, his thirty-
year-old yuppie lawyer son.

Camera continues to pan around the room.

                      NICKY (V.O.)
          One of the guys made his mother do 
          all the cooking.

On VINCENT BORELLI, seventy-year-old Kansas City boss.

                      BORELLI
          Did you ever see that guy Jerry 
          Steriano?

On VINNIE FORLANO, mid-seventies, an old-timer who once drove 
for Capone and is now Remo Gaggi's right-hand man.

                      FORLANO
          Jerry Steriano?

                      BORELLI
          Yeah.

                      NICKY (V.O.)
          Now, these old greaseballs might not 
          look it, but believe me, these are 
          the guys who secretly controlled Las 
          Vegas.

PISCANO joins his MOTHER and DAUGHTER by a stove.

                      PISCANO'S MOTHER
          That man's here again.

Piscano dips a piece of bread into a pot of tomato sauce.

                      NICKY (V.O.)
          Because they controlled the Teamsters' 
          Union, and that's where you had to 
          go if you wanted to borrow money to 
          buy a casino.

                      BORELLI (O.S.)
          When you've finished with him, I 
          want him.

                      PISCANO'S MOTHER
               (Carrying a plate of 
               food to the table 
               where BORELLI and 
               FORLANO are seated.)
          Here you are, gentlemen.

                      NICKY (V.O.)
          And nobody got a Teamsters' loan, 
          unless the guys in this room knew 
          they were gonna get their little 
          suitcases.

FORLANO gets up from the table and walks toward NANCE.

                      NICKY (V.O.)
          Guys like this antique here [FORLANO], 
          out of Detroit. Or especially guys 
          like Remo Gaggi, the outfit's top 
          boss.

NANCE embraces REMO GAGGI who's seated on a couch, and sits 
across from him.

                      GAGGI
          You got a round figure on it?

                      NICKY (V.O.)
          Definitely the most important guy in 
          this room.

                      NANCE
               (Picking up the 
               suitcase)
          About twenty pounds.

                      GAGGI
          So?

                      NANCE
          That's around seven hundred thousand.

                      GAGGI
          Uh-huh, good.

NANCE opens the case to reveal the money.

                      ANDY STONE
               (Off-screen, from 
               following scene)
          I know it's a little early for Las 
          Vegas...

INT. TANGIERS EXECUTIVE OFFICE PRESS CONFERENCE/BANQUET ROOM - 
DAY

Camera tilts down a model of the Tangiers Hotel and Casino, 
then reveals the cover of Business Week magazine with a 
drawing of PHILIP GREEN, a young corporate type, smiling out 
under the headline: 'Philip Green, Vegas Wunderkind'.

                      STONE (O.S.)
          ...but I do want to welcome the ladies 
          and gentlemen of the gaming industry.

On ANDY STONE, a middle-aged man at a podium giving a speech 
while GREEN, seated at a table, looks on. PHOTOGRAPHERS flash 
their cameras. ACE and SHERBERT, sitting next to GREEN, also 
watch the photo op ceremony.

                      ACE (V.O.)
          As far as the world was concerned 
          Andy Stone, the head of the Teamsters' 
          Pension Fund, was a legitimate guy.

                      STONE
          This is a very auspicious occasion.

                      ACE (V.O.)
          A powerful man.

                      STONE
          Philip, if you would rise.

Green stands up.   

                      ACE (V.O.)
          He even played golf with the 
          President.

                      STONE
          On behalf of the Teamsters' Pension 
          Fund, it is my pleasure to present 
          to you . . .

                      ACE (V.O.)
          But Andy also took orders. And when 
          he was told to give a pension fund 
          loan to Philip Green...

                      STONE
               (Handing GREEN a large 
               cardboard facsimile 
               'check')
          ...this check for $62,700,000 for 
          the new Tangiers.

                      GREEN
          Thank you.

                      ACE (V.O.)
          ...he did what he was told.

PHILIP GREEN, who is now the head of the Tangiers Hotel and 
Casino Corporation, is standing at the podium giving a speech.

                      NICKY (V.O.)
          Now here was the perfect front man. 
          I mean, what the fuck else could he 
          be?  He didn't know too much. He 
          didn't want to know too much, 
          especially that the bosses made the 
          Teamsters lend him the money. He 
          wanted to believe the Teamsters gave 
          him all that fuckin' money 'cause he 
          was smart.

An exploding flash bulb fills the screen.

                      GREEN
          ...I say that, knowing full well 
          just how much competition we have in 
          this great city.

EXT. CHEAP MOTEL OFF HIGHWAY - DAY

We see a MAN and a WOMAN swimming underwater. Camera reveals 
that they are in a motel swimming pool with glass portholes.  
Expensive cars are parked outside one of the rooms. Hoods 
stand around outside the door.

                      NICKY (V.O.)
          And where they got Green from - who 
          the fuck knows?  All I know is that 
          Green was an Arizona real estate 
          hustler, who barely had enough gas 
          money to come and pick up his own 
          fuckin' check...

INT. TANGIERS EXECUTIVE OFFICE PRESS CONFERENCE/BANQUET ROOM - 
DAY

We return to the press conference. Photographers snap away. 
In the background are six-foot blow-ups of the Business Week 
cover. The camera moves past GREEN, CAPP and several other 
men, past SHERBERT, to ACE.

                      NICKY (V.O.)
          Now, all they needed was somebody 
          they could trust to run the casino. 
          And who better than Ace?  I mean, he 
          was already in Vegas a couple of 
          years and he had the fuckin' place 
          clocked.

FREEZE FRAME ON ACE.

INT. TANGIERS SWIMMING POOL - DAY

Camera looks straight down from the top of a hotel to a large 
pool area.

                      NICKY (V.O.)
          But typical Ace...

INT. TANGIERS SWIMMING POOL/POOLSIDE - DAY

STONE, in a bathing suit and robe, sits on a lounge chair 
with a telephone. ACE, in sports clothes, sits on another 
chair.

                      NICKY (V.O.)
          ...give him a shot at runnin' a casino 
          and he tries to talk you out of it.

                      ACE
          You know, I don't know if I could do 
          this even if I wanted to. The Gaming 
          Commission would never give me a 
          license. I have at least two dozen 
          gambling and bookmaking pinches on 
          me.

                      STONE
          You don't have to have a license to 
          work in a casino. All you gotta do 
          is apply for one. The state law says 
          you can work in a casino while they're 
          processing your application. They 
          got a ten-year backlog.

                      ACE
          But what happens when they do find 
          out?

                      STONE
          Why would they want to find out? 
          We're puttin' a hundred million into 
          this desert here. Why would they 
          want to lock us out?  And besides, 
          they'll never find out. All you gotta 
          do is keep changing your job title. 
          Like, uh, from Casino Executive to 
          Food and Beverage Chairman. And what 
          happens it, they take your 
          application, they put it at the bottom 
          of the pile. I know guys workin' 
          there for thirty years, don't have a 
          license.

                      ACE
               (Exhales)
          It's a tough proposition, Andy. You, 
          you know, if I did it, I'd have to 
          run it my way.

                      STONE
          You got it.

                      ACE
          I'm serious. No interference.

                      STONE
          Nobody's gonna interfere with your 
          running the casino. I guarantee it.

Stone lights a cigarette.

INT. TANGIERS CRAPS PIT - NIGHT

ACE blows on a die.

                      NICKY (V.O.)
          And that's how that got Ace to take 
          over.

ACES's hands place the die into a micrometer.

                      NICKY (V.O.)
           
          They wanted him because Ace ate, 
          slept and breathed gambling.

Camera swish tilts up to ACE, then swish pans to boxman, 
dealers and players watching him, trying to act calm.

                      NICKY (V.O.)
          They worked out a real cute job title 
          too.

We see the die in the micrometer.

                      NICKY (V.O.)
          Tangiers Public Relations Director.

Satisfied the die is not loaded ACE sets it on the craps 
table, the camera cranes up to reveal the Tangiers Casino 
floor.

                      NICKY (V.O.)
          But the only thing he ever directed 
          was the casino. He made his first 
          bet when he was fifteen years old, 
          and he always made money. But he 
          didn't bet like you or me.

A DEALER is sliding chips, tossing them on to a craps table.

                      NICKY (V.O.)
          You know, havin' some fun with it, 
          shit like that.

                      ACE
               (Approaching the DEALER)
          Where the hell did you learn how to 
          deal?
               (He reaches down, 
               stacking and arranging 
               the chips.)

                      NICKY (V.O.)
          He bet like a fuckin' brain surgeon.

                      ACE
               (To the chastised 
               DEALER)
          Place the checks properly. That's 
          the way you do it.

                      DEALER
          Yes, sir.

                      NICKY (V.O.)
          He had to know everything, this guy.

Direct overhead tracking shot as ACE walks between two rows 
of gaming tables.

                      NICKY (V.O.)
          He'd find out the kind of inside 
          stuff nobody else knew, and that's 
          what he'd put his money on.

INT. GYM/BOOKIE JOINT, BACK HOME, PRE-SEVENTIES - DAY

ACE walks past two boxers sparring in a ring, through a 
doorway into a room where several gamblers are seated around 
a table.

                      NICKY (V.O.)
          Even back home, years ago, when we 
          were first hangin' out together...

TITLE IN: 'BACK HOME, YEARS AGO'

                      NICKY (V.O.)
          ...he'd know if the quarterback was 
          on coke.

ACE is looking at the odds board for college football games. 
The bookie, LUCKY LARRY, is waiting for ACE to hand in his 
picks.

                      ACE
          I'll take Columbia for twenty.

                      NICKY (V.O.)
          If his girlfriend was knocked up.

                      LUCKY LARRY
          Twenty dimes on Columbia . . .

As soon as ACE bets, a man erases a number from the chalkboard 
and replaces it was a '6', changing the odds. Two GAMBLERS 
saunter from the room.

                      NICKY (V.O.)
          He'd get the wind velocity so he 
          could judge the field goals. He even 
          figured out the different bounce you 
          got off the different kinds of wood 
          they used on college basketball 
          courts, you know?

EXT. GYM/BOOKIE JOINT PUBLIC PHONES - DAY

The two GAMBLERS we saw sauntering out of the bookie joint 
are racing to the nearest public phones. Another GAMBLER has 
already beaten them to it.

                      NICKY (V.O.)
          He'd be workin' on this shit day and 
          night. There was nothin' about a 
          game he was gonna bet that he didn't 
          know.

                      GAMBLER #1
               (Into phone)
          Ace got down at six.

                      GAMBLER #2
               (Into phone)
          Charlie, hey. Rothstein got six.

INT. GYM/BOOKIE JOINT, SEVERAL DAYS LATER - DAY

A bookie hands a stack of money to another bookie, who hands 
the money to ACE.

ACE removes several bills from the top of the stack of 
winnings and holds them out to the BOOKIES.

                      NICKY (V.O.)
          Season after season, the prick was 
          the only guaranteed winner I ever 
          knew. But he was so serious about it 
          all that I don't think he ever enjoyed 
          himself.  But...

ACE exits.

                      NICKY (V.O.)
          ...that's just the way he was.

INT. MOB SOCIAL CLUB BACK ROOM - NIGHT

The room has an espresso machine and a saint's day calendar. 
Assorted hoods are listening to NICKY at the bar. Camera 
dollies to REMO GAGGI, at the rear table playing gin rummy 
with OLD MAN CAPO and losing. Every time the CAPO picks up a 
card, he's able to knock or get gin, sending GAGGI into a 
fit bemoaning his bad luck.

                      NICKY (V.O.)
          But back then the bosses didn't give 
          a fuck about whether he enjoyed 
          himself of not. To them, he was a 
          cash register. All they had to do 
          was ring the bell and take the money. 
          Especially Remo, who was a fuckin' 
          degenerate gambler who always lost.

                      GAGGI
               (Slams down his cards 
               and curses at his 
               losing hands)
          Ma che cazzo!

[Italian-American slang for 'What a prick.'] All those fuckin' 
sweeps.

                      NICKY (V.O.)
          I mean, unless Ace made his bet.

                      GAGGI
          That's enough now!

                      OLD MAN CAPO
          I can't contest the cards.

                      GAGGI
          Va fa 'n culo! [Italian-American 
          slang for 'Fuck off'] 
               (Summoning a young 
               man.)
          Johnny!

                      NICKY (V.O.)
          Ace made more money for them on a 
          weekend than I could do heisting 
          joints for a month.

ACE enters and walks to GAGGI's table.

                      NICKY (V.O.)
          Whatever Ace picked up on the street 
          he told Remo.

                      NICKY
               (Walks over to ACE 
               and whispers)
          Hey, did you bring that thing?

                      NICKY (V.O.)
          You know, I mean fixed fights, doped 
          horses, crooked fuckin' zebras... 
          locked-in point spreads. He told 
          fuckin' Remo everything. And to tell 
          you the truth. I don't blame him.

GAGGI stands up and shakes ACE's hand.

                      GAGGI
          Ace.

                      NICKY (V.O.)
          Keepin' Remo happy with money was 
          the greatest insurance policy in the 
          world.

GAGGI beams as ACE takes out an envelope filled with cash 
and hands it over to him. GAGGI sits back down and ACE, 
knowing his place, smiles and is about to leave.

                      GAGGI
          Son-of-a-bitch. How the hell did you 
          get Oklahoma-Michigan?  Nobody ever 
          had Oklahoma-Mi... How the hell'd 
          you do it?

                      ACE
          Well, that's why they paid so well.

                      GAGGI
          You see?
               (Chuckles.)
          Never tells me nothin'. Ace, what do 
          we got on for next week?

                      ACE
          Well, it's a little too early. I'd 
          say Thursday would be good. I'll 
          know by then. Is that all right?

                      GAGGI
          Okay. You come by the house?

                      ACE
          I'll come by.

                      GAGGI
          Seven o'clock?

                      ACE
          Seven o'clock.

GAGGI gets up and kisses ACE as NICKY and OLD MAN CAPO look 
on.

                      GAGGI
          Good job, my boy. Keep it up. Okay, 
          Ace?

ACE nods in agreement and leaves the room.

                      GAGGI
               (To NICKY)
          Hey, Nick. Vien acca. [Italian-
          American slang for 'Come here']

                      NICKY
               (To ACE)
          I'll be right out.

                      GAGGI
          T'aggia parla. [Italian-American 
          slang for 'I've got to talk to you'] 
          Nicky... See that guy?
               (pointing to the off-
               screen ACE)

                      NICKY
          Mm.

                      GAGGI
          Keep a good eye on him. He's makin' 
          a lot of money for us. And he's gonna 
          continue makin' a lot of money for 
          us, so keep a good eye on him.

                      NICKY
          Mm.

                      GAGGI
          Not like your fuckin' friends out 
          there, that... without brains.  Okay?

                      NICKY
          All right.

                      GAGGI
          Uh-huh. Mi raccomando. [Italian-
          American slang for 'I'm counting on 
          you']

                      NICKY
          Yeah.

                      GAGGI
          Fine.

                      NICKY
               (Reaching down to 
               touch GAGGI's money, 
               joking with him.)
          Want me to take this for you?
               (He walks out.)

                      NICKY (V.O.)
          So, now, on top of everything else, 
          I gotta make sure that nobody fucks 
          around with the Golden Jew.

INT. BACK HOME BAR - NIGHT

We move past JOE, a guy at the bar entertaining a BRUNETTE 
and a BLONDE, to NICKY and FRANK MARINO at the other end. 
There are other bar patrons in the background.

                      JOE
               (To the BARTENDER)
          Chase, couple of shooters for the 
          ladies.

                      BARTENDER (O.S.)
          All right.

                      ACE (V.O.)
          Yeah, we made a great pair. I made 
          book and Nicky made sure we always 
          collected. The old men loved us. And 
          why not? They all made money with 
          us.

                      NICKY
               (To MARINO)
          They payin'?

                      ACE (V.O.)
          How did Nicky collect?

                      MARINO
          They pay every week, like they're 
          supposed to.

                      ACE (V.O.)
          Don't ask. 

                      NICKY
          Then where the fuck is the money? I 
          don't see the money.

ACE enters, and greets the two girls.

                      ACE
          Hi, Melissa. Heidi.

                      BLONDE
          Hi, Sam.

                      JOE
               (To the GIRLS)
          Who's this guy?

                      MARINO
               (To NICKY)
          Get the fuck out of here. It was 
          nine. I laid nine.

ACE approaches NICKY and MARINO.

                      NICKY
          It was eight.  Ace... tell him the 
          line on the Bear's game.

                      ACE
          Eight.

                      NICKY
          If he don't know, nobody knows. Told 
          you it was eight.

                      MARINO
          Well, how come I laid nine?

                      NICKY
          'Cause you're a jag-off. I would 
          have fuckin' made you lay ten...

ACE notices a pen lying on the bar. He taps JOE on the 
shoulder.

                      ACE
               (To JOE)
          Excuse me.

                      JOE
          What?

                      ACE
               (He holds up the pen)
          Is this yours? Your pen?

                      JOE
          Yeah, that's my pen. Why?

                      ACE
          I ju- Well, it's a nice pen. I just 
          didn't know whose it was. I thought 
          it was yours. I didn't want it to 
          get lost.

                      JOE
          Well, thank you. Why don't you take 
          that fuckin' pen and shove it up you 
          ass, you fuckin' jag-off?

NICKY looks over.

                      ACE
          Well, I was just offering you the-

NICKY moves towards JOE.

                      JOE
               (Turning his back to 
               talk to the girls, 
               referring to ACE)
          This fuckin' asshole.

NICKY grabs the pen out of ACE's hand.

                      MAN #1
               (To JOE)
          Look out!

Before ACE can react, NICKY grabs JOE and starts stabbing 
him in the neck with the pen.

                      MAN #1
          Joe! Look out, Joe! Look out!

NICKY grunts while JOE gasps and groans. The BLONDE screams 
while NICKY's hand continues to plunge the pen into JOE's 
throat. JOE tumbles to the floor.

NICKY pounces on him, still stabbing and now kicking. JOE 
whimpers.

                      NICKY
          What's that? You hear? You hear a 
          little girl, Frankie? You hear a 
          little girl, Ace? Is that a little 
          fuckin' girl?!  What happened to the 
          fuckin' tough guy?  Told my friend 
          stick it up his fuckin' ass?! Huh?! 
          Huh?!

                      ACE
               (Over whimpers and 
               pants)
          Wait a sec, Nicky, Nicky, Nicky. Ta-
          take it easy.

ACE looks stunned. NICKY's still holding the bloody pen.

                      ACE (V.O.)
          While I was tryin' to figure out why 
          the guy was sayin' what he was sayin', 
          Nicky just hit him. No matter how 
          big a guy might be, Nicky would take 
          him on. You beat Nicky with fists, 
          he comes back with a bat. You beat 
          him with a knife, he comes back with 
          a gun. And you beat him with a gun, 
          you better kill him, because he'll 
          keep comin' back and back until one 
          of you is dead.

                      NICKY (V.O.)
          Listen...

INT. TANGIERS CASINO FLOOR, 1972 - NIGHT

Camera swoops from a woman cheering as she wins at a slot-
machine to a blackjack table, then to a roulette table and 
over to a craps table.

Montage of very short cuts of chips being picked up, dice 
thrown, money being poured from a bucket, stacks of money.

                      NICKY (V.O.)
          ...with me protecting Ace, he made a 
          fortune for the bosses. I mean that's 
          what got him to Vegas. He was a money 
          machine. A tremendous earner for 
          these guys.  As soon as he took over, 
          he doubled the fuckin' drop. With 
          Ace the casino never saw so much 
          money. And the bosses, they couldn't 
          be happier.

INT. TANGIERS CASINO FLOOR - NIGHT

Camera moves in on ACE as he looks out over the casino. 
Dealers deftly stack chips, scoop up losses and pay off 
winners. Chips and money are everywhere.

In extreme close-up slow motion a die falls on to a table.

INT. TANGIERS CASINO SLOT-MACHINE AREA - NIGHT

ACE and SHERBERT are walking down a casino aisle by the slot-
machines. Dealers immediately snap to attention at their 
approach.

                      ACE (V.O.)
          In Vegas, I had to keep a few juiced-
          in local cowboys working. They were 
          close to the, you know, good old 
          boys.

                      ACE
               (To SHERBERT)
          Pay him six hundred a week, tell him 
          to walk around and look smart.

                      ACE (V.O.)
          I mean, without us, these guys, they'd 
          still be shovellin' mule shit.

ACE points at paper cups, empty glasses and the debris of 
silver dollar wrappings on the floor. DON WARD, the Slots 
Manager in Western garb, immediately starts picking up the 
debris. ACE looks at WARD sternly.

                      ACE
          Ward, you gotta keep a cleaner 
          station. If you need 'Mr Clean', 
          page him, all right?

WARD bends down and picks up some trash.

                      WARD
          It won't happen again, Sam.

                      ACE
          Mr Rothstein.

                      ACE
               (To SHERBERT)
          Is this guy just another dumb fuckin' 
          white man, or what? What's his story?

                      SHERBERT
          We need this guy.

                      ACE
          We can't get rid of him?

                      SHERBERT
          He's juiced in. He's the County 
          Commissioner's cousin.

                      ACE
          I wouldn't give the bum a mop job.

They exit.

INT. TANGIERS BACCARAT TABLES - NIGHT

A card shoe slides across the baccarat table. A state SENATOR, 
a little drunk, tips the dealer, kisses the blonder HOOKER 
with him, fills his pockets with his winnings and walks over 
to see ACE.

                      ACE (V.O.)
          These yokels ran the state.

                      DEALER #1
          Thank you very much, Senator.

                      ACE (V.O.)
          They passed the laws, they owned the 
          courts.

                      SENATOR
          Hi, Ace.

                      ACE
          Hello, Senator.

They shake hands.

                      SENATOR
               (To ACE)
          Hey, I need a room. Need a room.

                      ACE
          Good to see ya.
               (To SHERBERT)
          William would you...

The SENATOR shakes hands with SHERBERT as the HOOKER joins 
them.

                      ACE (V.O.)
          I had dozens of politicians and state 
          officials comin' through that place 
          every week.

                      SHERBERT
          Nice to see you, Senator.

                      ACE
               (To SHERBERT)
          Help the Senator, give him whatever 
          he wants.

                      SHERBERT
          Certainly.
               (Leads the way.)
          Senator.

                      ACE (V.O.)
          Why not make them happy?

                      SHERBERT
          We have some nice penthouses you'll 
          enjoy. Maybe the Presidential Suite.

INT. TANGIERS PRESIDENTIAL SUITE - DAY

The SENATOR unzips the HOOKER's dress, kisses her and walks 
through the bedroom doorway, looking over his shoulder to 
her as she takes off her dress and walks out of his sight.

                      ACE (V.O.)
          For politicians...

INT. TANGIERS BACCARAT TABLES - DAY

ACE smoking a cigarette by the baccarat tables.

                      ACE (V.O.)
          ...like our state senator up there, 
          everything was on the house.

INT. TANGIERS PRESIDENTIAL SUITE - DAY

The SENATOR opens a bureau drawer and takes out a small velvet 
pouch and pours black $100 into his palm.

                      ACE (V.O.)
          These guys won their comped life 
          when they got elected. So, hey, why 
          not take advantage of it? Still, the 
          politicians come cheap. We could 
          handle them.

INT. TANGIERS, ICHIKAWA LUXURY SUITE - DAY

K. K. ICHIKAWA a Japanese businessman, and a male associate 
pick up towels and soap from about the bedroom of their suite. 
A blonde woman checks herself in the mirror.

                      ACE (V.O.)
          It's a whale like K. K. Ichikawa, 
          who plays thirty thousand dollars a 
          hand in baccarat. That's the one you 
          really gotta watch.

ICHIKAWA and his associate walk into the the suite's living-
room and join a Japanese woman seated on a couch.

                      ACE (V.O.)
          He plays fast and big and he has the 
          cash and the credit to turn out your 
          lights. About a year ago, he cleaned 
          out a couple of casinos in the Cayman 
          Islands.

They begin to stuff Tangiers soap and towels into their 
luggage.

                      ACE (V.O.)
          Downstairs, he takes us for two 
          million... and upstairs he takes 
          free soap, shampoo and towels. Another 
          billionaire cheapskate who loves his 
          free rooms...

EXT. TANGIERS JET, LAS VEGAS AIRPORT - DAY

The Tangiers jet with the Tangiers logo on its side as 
ICHIKAWA shakes ACE's hands before boarding. SHERBERT follows 
him and his associates aboard.

                      ACE (V.O.)
          ...free private jets, and two million 
          of our money.

                      ACE
          Nice to see you again.

                      ACE (V.O.)
          But we got him back. I had our pilot 
          tell him the plane was on the fritz.

                                                DISSOLVE TO:

EXT. TANGIERS JET, STILL IN THE SAME SPOT - NIGHT

SHERBERT apologizes to ICHIKAWA and his entourage as they 
all get off the jet.

                      SHERBERT
          Ken, I don't know what the hell went 
          wrong. I'm awfully sorry.

                      ICHIKAWA
          This is a big problem. Big problem.

                      SHERBERT
          I can't understand it. These 
          mechanical things, you know, they 
          happen. Hey, be-better here than
               (gesturing to the sky)
          up there, you know what I mean?

INT. LAS VEGAS AIRPORT RESERVATION DESK - NIGHT

SHERBERT arguing with TICKET AGENT as ICHIKAWA and entourage 
look glum.

                      ACE (V.O.)
          Then he missed the commercial flights 
          connecting with Japan.

                      AGENT
          I'm so sorry. There's a convention 
          in town, and all flights are booked.

                      SHERBERT
          A convention?
               (Turning to ICHIKAWA)
          I can't believe that there's a 
          convention. It's never... ?

                      ICHIKAWA
          What can I do?

EXT. TANGIERS CASINO - NIGHT

A smiling ACE greets ICHIKAWA and his entourage as they drive 
up and get out of Tangiers limos.

                      ACE (V.O.)
          We got him back ...with a whole floor 
          of rooms for himself.

                      ACE
          I'm sorry you missed the plane.

                      ICHIKAWA
          You want to get my money back, right?
               (Chuckles)

                      ACE
          No, no, no. No gambling. No.

INT. TANGIERS BACCARAT TABLES - NIGHT

ICHIKAWA, with the Japanese woman, picks up some chips and 
places them on the table. ACE and SHERBERT watch from behind 
a barrier.

                      ACE (V.O.)
          He bet one thousand a hand instead 
          of his usual thirty thousand a hand.

A dealer's hands slide two cards on the table.

                      DEALER
          The bank wins a natural eight over a 
          five.

Another dealer's hands place two chips on a table. ICHIKAWA 
looks on.

                      ACE (V.O.)
          But I knew, the trick with whales 
          like Ichikawa was that they can't 
          bet small for long. He didn't think 
          of it as winning ten thousand, he 
          thought of it as losing ninety 
          thousand.

ICHIKAWA places a larger bet.

                      ACE (V.O.)
          So, he upped his bets...

A dealer picks up some chips from a rack and places them on 
the table.

ICHIKAWA is now seated with stacks of chips in front of him.

                      ACE (V.O.)
          ...until he dropped his winnings 
          back and gave up a million of his 
          own cash.

                                                DISSOLVE TO:

ICHIKAWA, hours later, his chips depleted. ACE and SHERBERT 
still watch from behind the barrier as millions in chips are 
back in the dealer's racks.

                      ACE (V.O.)
          In the casino, the cardinal rule is 
          to keep them playing...

Move in on ACE as he smokes a cigarette.

                      ACE (V.O.)
          ...and keep them coming back. The 
          longer they play, the more they lose. 
          In the end, we get it all.

INT. TANGIERS CASINO - NIGHT

ACE, with pit bosses next to him, looks out over the huge 
casino where hundreds of thousands of dollars are being poured 
into machines.

                      ACE (V.O.)
          In Vegas, everybody's gotta watch 
          everybody else.

Camera reveals the DEALER at a craps table.

                      DEALER
          Six, an easy way. Six! All right, 
          who's gonna give me... 

The DEALER places some chips on the table.

                      ACE (V.O.)
          Since the players are looking to 
          beat the casino...

THE CAMERA IS ON THE DEALER.

                      DEALER
          ...both dice must hit that back wall 
          each and every roll. All right, make 
          a six!

CAMERA PANS TO A WOMAN AND A MAN AT THE TABLE. THE WOMAN 
TOSSES SOME DICE.

                      ACE (V.O.)
          ...the dealers are watching the 
          players.

                      WOMAN
          Gimme a six!

                      DEALER
          Come on, baby, make a six!

A BOX MAN, seated mid-table is watching the DEALER.

                      ACE (V.O.)
          The box men are watching the dealers.

CAMERA PANS TO THE DEALER.

                      DEALER
               (Humming, fielding, 
               every roll.)

CAMERA PANS TO A FLOOR MAN, STANDING DIRECTLY BEHIND THE BOX 
MAN.

                      ACE (V.O.)
          The floor men are watching the box 
          men.

CAMERA SWISH PANS TO REVEAL A PIT BOSS STEPPING IN, SCANNING 
THE FLOOR.

                      ACE (V.O.)
          The pit bosses are watching the floor 
          men.

SWISH PAN TO A SHIFT BOSS SURVEYING THE CASINO.

                      ACE (V.O.)
          The shift bosses are watching the 
          pit bosses.

SWISH PAN TO SHERBERT.

                      ACE (V.O.)
          The casino manager is watching the 
          shift bosses.

SWISH PAN TO ACE.

                      ACE (V.O.)
          I'm watching the casino manager.

CAMERA SWISH PANS AND TILTS UP TO A VIDEO CAMERA MOUNTED 
INSIDE A GLASS DOME HANGING FROM THE CEILING.

                      ACE (V.O.)
          And the eye-in-the-sky is watching 
          us all.

SWISH PAN TO:

INT. TANGIERS-EYE-IN-THE SKY MONITOR ROOM - NIGHT

Video monitors show a dealer fanning a row of bills. Swish 
pan to ACE and SHERBERT watching the monitor. ACE lights a 
cigarette.

                      ACE (V.O.)
          Plus...

SWISH PAN TO SURVEILLANCE CATWALKERS ADJUSTING CAMERAS AND 
SPYING ON PLAYERS BELOW WITH BINOCULARS.

                      ACE (V.O.)
          ...we had a dozen guys up there, 
          most of them ex-cheats, who knew 
          every trick in the house.

INT. TANGIERS CRAPS TABLE - NIGHT

Ginger squeals as she throws the dice across the table.

                      HIGH ROLLER
          Come on, come on.

She rolls a winner.

                      GINGER
          Yes!

                      HIGH ROLLER
          Thank you. Very nice.

                      GINGER
               (Chuckles)
          I told you I was hot tonight.

INT. TANGIERS EYE-IN-THE-SKY MONITOR ROOM - NIGHT

Sound out: The monitor shows GINGER and the HIGH ROLLER 
cheering, she throws her arms around him. The crowd goes 
crazy.

SWISH PAN TO ACE LOOKING ON INTENTLY.

On screen, GINGER's hand sneaks a chip from the rack and 
subtly moves it towards her purse.

INT. TANGIERS CRAPS TABLE - NIGHT

Sound in: GINGER slips the chip quietly into her bag.

                      HIGH ROLLER
               (Off-screen)
          Let's go. This is for Ginger. Come 
          on. This is for Ginger.

The HIGH ROLLER notices GINGER's hand on her purse. She 
pretends to have taken out her lipstick.

                      GAMBLER #1
          Let me have a hundred on the hard 
          ten. Thank you.

                      GAMBLER #2
          Hard ten. One hundred.

INT. TANGIERS EYE-IN-THE-SKY MONITOR ROOM - NIGHT

ACE continues to look at the monitor. SHERBERT and a security 
man seated at a video console also look on.

INT. TANGIERS CRAPS TABLE - NIGHT

A craps stick pushes some dice towards GINGER. She rolls 
again, only this time she craps out. Gamblers groan, then 
applaud her. She's made so much money for the table that the 
winners toss chips in her direction.

                      HIGH ROLLER
          I'm sorry.

                      GINGER
          Oh, I'm sorry. I'm sorry.
               (To the table)
          Thank you very much. Thank you very 
          much.

ACE and two casino execs are now on the floor watching her.

                      GINGER
          Thank you, sir, I appreciate that. 
          Everybody, thanks. Gives some chips 
          as tips to the dealer and box man. 
          Thanks. Take care, Steve. Take chances 
          and drive fast.

                      HIGH ROLLER
          Ginger, honey.

                      DEALER
          Thank you very much, now.

                      HIGH ROLLER
          Ginger, honey, this is for you love. 
          Thanks for your time.

She turns to the HIGH ROLLER, who is handing her a thin stack 
of chips worth about $2,000.

                      GINGER
               (Chuckles)
          Come on.

                      HIGH ROLLER
          What's the matter?

                      GINGER
          What do you mean, 'What's the matter?' 
          I made a lot of money for you. I 
          want my cut.

                      HIGH ROLLER
          What money? I've seen you stealing 
          from me.

                      GINGER
          What money?  Look at this stack of 
          chips. Don't give me that shit. I 
          want my end.

                      HIGH ROLLER
          Ginger, I've been watching you all 
          night. You've been stealing from me.

                      GINGER
          Don't give me that shit. I want my 
          money.

                      HIGH ROLLER
          That bag's full of fuckin' chips you

                      GINGER
               (Interrupts)
          What do you mean 'stole'? I didn't 
          steal anything from you.

ACE watches the argument heat up.

                      HIGH ROLLER
          Get lost, Ginger! Get lost!

                      GINGER
          Get lost?

                      HIGH ROLLER
          Yes.

                      GINGER
          Get lost?

                      HIGH ROLLER
          Yes.

GINGER knocks the chip rack out of his hands.

                      GINGER
          Well, how 'bout that?

                      HIGH ROLLER
          Come on!
               (He bends down to 
               pick them up.)

Gamblers and dealers shout and yell. She picks up another 
rack of chips and tosses them into the air, then another, 
and another. Chips fly all over the casino. Everyone starts 
diving for chips. Dealers. Players. Security guards.  
Waitresses. Pit bosses. Bedlam.

ACE and the two execs with him are the only ones not diving 
for chips. He looks at GINGER. She looks at him.

FREEZE FRAME ON GINGER.

Slow motion: GINGER smiles at ACE and walks off.

                      ACE (V.O.)
          What a move. I fell in love right 
          there.

INT. COCKTAIL LOUNGE - NIGHT

GINGER and ACE are seated on a banquette. Close up of his 
hand attaching a diamond and ruby pin to her dress. Tilt up 
to GINGER's smiling face beaming at ACE.

                      ACE (V.O.)
          But in Vegas, for a girl like Ginger, 
          love costs money.

They kiss.

                      GINGER
          I'm going to go powder my nose.
               (ACE hands GINGER a 
               single $50 bill. She 
               smiles coyly. He 
               hands her another 
               fifty.)

                      ACE (V.O.)
          Ginger's mission in life was money.

                      GINGER
          I'll be right back.

                      ACE (O.S.)
               (from following scene)
          See you, Ginger.

FLASHBACK - EXT. CASINO ENTRANCE - NIGHT

GINGER waves goodbye to the DOORMAN and walks towards two 
VALET PARKERS who greet her warmly. She gets a bottle of 
pills from one of them and slips some cash into his hand in 
return.

                      GINGER
          Okay, thank you for asking.

                      ACE (V.O.)
          She was a queen around the casino. 
          She brought in high rollers and helped 
          them spread around a lot of money.

                      GINGER
               (To VALET PARKERS)
          Hello.

                      VALET PARKER
          Hey, Ginger, how you doin'?

                      GINGER
          Great.
               (Handing the VALET 
               some money.)
          And I have something for you. You 
          got me covered?

The VALET PARKER places a vial of pills in her hand.

                      VALET PARKER
          Yes. Something for you, there.

                      GINGER
          And you do. Thank you very much.

                      VALET PARKER
          Take care of yourself.

FLASHBACK - INT. HOTEL SUITE BATHROOM - NIGHT

GINGER hands the pills to HIGH ROLLER #2 in his hotel 
bathroom, where he is washing his face and trying to energize 
himself.

                      GINGER
          I got some lucky pills for you, honey.

                      HIGH ROLLER #2
          Oh, yeah?

                      ACE (V.O.)
          Who didn't want Ginger? She was one 
          of the best-known, best-liked and 
          most respected hustlers in town.  
          Smart hustlers like her could keep a 
          guy awake for two or three days before 
          sending him home broke to the little 
          woman and his bank examiners.

INT. COCKTAIL LOUNGE - NIGHT

GINGER comes back from the ladies room. She kisses ACE.

                      ACE
          Any change?

                      GINGER
               (Chuckles)
          I hit a few... uh, games on the way 
          back.

                      ACE (V.O.)
          That was all bullshit. She just 
          pocketed the cash.

FLASHBACK - INT. TANGIERS CASHIER'S CAGE - NIGHT

GINGER converts her chips into a pile of $100 bills.

                      GINGER
               (To CASHIER)
          How you doin' tonight?

                      CASHIER
          Good. How are you?

                      GINGER
               (Sighing)
          Oh, beat.

                      ACE (V.O.)
          Ginger had the hustler's code.

                      CASHIER
          Okay.

                      GINGER
          Take one for you.

                      CASHIER
               (While she counts out 
               the cash)
          Thank you.

                      ACE (V.O.)
          She knew how to take care of people. 
          And that's what Vegas was all about.

                      CASHIER
               (As she pushes a stack 
               of $100 bills across 
               the counter)
          Sixty-eight hundred.

                      GINGER
          Thanks

She picks up the cash.

                      CASHIER
          You're welcome.

                      ACE (V.O.)
          It's Kickback City.

                      GINGER
          You have a good night.

                      CASHIER
          Thank you. You too.

Close-up of GINGER folding a $100 bill and placing it in her 
palm. She slips the folded bill deftly into the palm of a 
floor manager.

                      ACE (V.O.)
          She took care of the dealers...

                      GINGER
          Hey, Mitch.

                      ACE (V.O.)
          ...pit bosses, floor managers.

                      GINGER
          Thank you.

                      ACE (V.O.)
          But mostly...

EXT. TANGIERS ENTRANCE - NIGHT

GINGER, on her way out of the casino, passes a folded $100 
bill to a smiling older SHIFT BOSS.

                      ACE (V.O.)
          ...she took care of the valet parkers, 
          the guys who could get you anything 
          and take care of anything.

                      GINGER
          Thanks a lot.

                      SHIFT BOSS
          Thank you, Ginger.

EXT. TANGIERS ENTRANCE - NIGHT

GINGER exits and gets into her car, slipping a VALET PARKER 
a $100 bill.

                      ACE (V.O.)
          Ginger took care of the parkers 
          because they took care of the security 
          guards, who took care of the metro 
          cops, who let her operate.

                      VALET PARKER #3
          Thank you, Ginger.

                      GINGER
               (Getting into her car)
          I need that stuff tonight.

                      VALET PARKER #3
          No problem.

                      GINGER
          You're a doll.

                      ACE (V.O.)
          The valet parking job was such a 
          money-maker that they had to pay off 
          the hotel manager just to get the 
          concession.

INT. GINGER'S APARTMENT - DAY

GINGER enters the room with $25,000 in her hands. She taps 
LESTER DIAMOND's leg with it and he turns to her.

                      ACE (V.O.)
          But one thing I could never 
          understand, was that she could have 
          everything under control, except for 
          her old pimp boyfriend, Lester 
          Diamond.

                      LESTER
          Look, Gin, you know I got other people 
          in this. I got partners. But I want 
          you to understand that I am lookin' 
          out for you in this thing.  Okay?  
          You're going to get yours back...   
          and you're gonna get it back first. 
          Okay?

                      GINGER
          All right.

                      LESTER
          Okay?

                      GINGER
          Yeah.

                      LESTER
          Where are you goin'? Where are you? 
          You're in that place. Where are you?

                      GINGER
          I'm here.

                      LESTER
          No, you're not. Where are you? Where 
          are you?

                      GINGER
          I'm always here for you.

                      LESTER
          You are.

                      GINGER
          I am.

He hastily kisses GINGER and slips out the door.

                      ACE (V.O.)
          The Ginger I knew wouldn't even look 
          at this creep.

                      GINGER
          Good luck.

                      LESTER
          Yeah.

                      ACE (V.O.)
          He was a moocher, a card cheat, a 
          country-club golf hustler. A 
          scumbag... chasing dentists for a 
          few bucks.

                      GINGER
          Careful.

GINGER looks out of the window and sees LESTER get into a 
convertible and drive off.

                      ACE (V.O.)
          I mean, the guy was always broke, he 
          always had a story. And somehow, she 
          could never turn him down. The way 
          Ginger saw it, I guess, was that 
          Lester was just an unlucky guy. 
          Somebody had to take care of him.

INT. BACK HOME AIRPORT/CUSTOMS - DAY

NICKY, his wife JENNIFER, with a beehive hairdo, and their 
eight-year-old son LITTLE NICKY, are detained while their 
luggage is searched by a customs agent.

TITLE IN: 'BACK HOME'

                      ACE (V.O.)
          But nobody had to take care of Nicky.

                      NICKY
               (To customs agent)
          You find any cash in there, we'll 
          whack it up with you.

                      ACE (V.O.)
          I mean, he took care of himself only 
          too well. And that's why every badge 
          back home wanted to nail him.

                      JENNIFER
               (To customs agent)
          Excuse me, but I folded these things 
          beautifully and I would appreciate a 
          little respect. Jesus Christ!

                      NICKY
          Don't look at me, pal. I gotta live 
          with her.

We see MARINO waiting for NICKY outside the customs area. 
Two COPS push past him.

                      ACE (V.O.)
          Even after a little vacation, they 
          hassled him at the airport.

                      COP #1
               (To MARINO)
          Excuse me.

                      ACE (V.O.)
          I mean, Frank Marino was there to 
          meet him, but so were the cops. This 
          time they wanted to pinch him for 
          some diamond burglary in Antwerp.

CAMERA DOLLIES IN ON JENNIFER'S BEEHIVE.

                      JENNIFER
          Oh, yes. Will you help me fold these, 
          please?

                      ACE (V.O.)
          They were ready to blame him for 
          anything, no matter where it happened.

FLASH FORWARD - INT. NICKY'S HOUSE/BACK HOME - DAY

NICKY, JENNIFER, LITTLE NICKY and MARINO walk in.

                      JENNIFER
               (To LITTLE NICKY)
          You go and put your things away.

                      ACE (V.O.)
          And they were usually right.

NICKY, JENNIFER and MARINO are gathered around the kitchen 
table. JENNIFER leans over and starts to shake her hair.

                      MARINO
          Whoa, whoa, whoa.

                      NICKY
          Hold it, hold it. Here.

NICKY places a red towel down on the table. JENNIFER leans 
over again, tugs and shakes her hair until diamonds begin to 
fall out of her beehive.

                      ACE (V.O.)
          Because Nicky enjoyed being a 
          gangster, and he didn't give a damn 
          who knew it.

                      JENNIFER
          Come on. There we go. Look at that. 
          Beautiful.

Diamonds fall on the red towel in slow motion.

                      ACE (V.O.)
          I mean, that's what worried me, 'cause 
          it turns out Nicky was about to be 
          sent to Vegas.

                      JENNIFER
          All right, we're clear.

                      NICKY
          There's more!

                      JENNIFER
          I think that's it.

                      NICKY
          There's more! There's a couple stuck 
          in there. I know there's more.

                      JENNIFER
          God, I'm telling you, they're out!

                      NICKY
          Come on, damn it. Don't get so 
          defensive. It could be stuck in your 
          hair, you know.

NICKY grasps JENNIFER's hair.

                      JENNIFER
          Look, there aren't...
               (A diamond falls out 
               of her beehive.)
          There aren't but...

                      NICKY
          Oh, there aren't?
               (Showing her the 
               diamond.)
          What's that?
               (Slaps her.)
          Huh? What's that.
               (FRANK chuckles.)
          There's no more. Thanks, hon.

INT. BACK HOME AIRPORT/CUSTOMS - DAY

ON NICKY.

                      NICKY (V.O.)
          I couldn't wait to get my hands on 
          Vegas. But the bosses didn't send me 
          out there to have a good time.

INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - 
NIGHT

Mob bosses FORLANO, CAPELLI, GAGGI, BORELLI and PISCANO seated 
around the back room table eating and talking as in the 
opening vignette.

                      NICKY (V.O.)
          They sent me out there to make sure 
          that nobody fucked with Ace and...

INT. ACE'S TANGIERS PENTHOUSE, LAS VEGAS - DAY

ACE opens the door to NICKY and JENNIFER.

                      NICKY (V.O.)
          ...nobody interfered with the fuckin' 
          skim.

                      ACE
               (Opening door)
          Hey.

                      JENNIFER
          Hey, how you doin'?
               (Kisses ACE.)

                      NICKY
          Hey. Hey, Sammy, how are you?

JENNIFER and NICKY take in ACE's spectacular Vegas-style 
penthouse.

                      JENNIFER
               (Whispering)
          Wow.

                      NICKY
          Boy, look at this place, huh?

                      JENNIFER
          Incredible.

                      NICKY
          All right.

                      ACE
          Welcome to Vegas.

CAMERA TILTS UP TO REVEAL A SWEEPING VIEW OF THE LAS VEGAS 
SKYLINE.

                      NICKY
          Okay, Sammy.

                      ACE
          Somethin', huh?

                      NICKY
          Yeah.

                      ACE
               (Calling her over)
          Ginger.

GINGER emerges from the bedroom. NICKY and JENNIFER are both 
stunned by her beauty.

                      NICKY
               (To ACE)
          Holy shit, what've you been doin' 
          out here?

                      ACE
          Honey, come here.

She walks to them

                      ACE
          This is Jennifer and Nick. They're 
          dear friends of mine.

                      JENNIFER
               (Shaking hands)
          Good to meet you.

                      GINGER
          Hi, Jennifer.

                      NICKY
          Pleasure.
               (Grasping GINGER's 
               hand and kissing it.)
          Very nice to meet you.

                      GINGER
          Hi, how are you?

                      NICKY
          Okay, Sammy.

INT. ACE'S CAR, LAS VEGAS STRIP - NIGHT

ACE and NICKY are driving through town, the neon lights of 
Vegas reflected in the windshield.

                      ACE (V.O.)
          After we ate, we left Jennifer and 
          Ginger alone and we took a ride to 
          talk. And then... he hit me with it.

                      NICKY
          What do you think about me movin' 
          out here?
               (ACE looks away.)
          What's the matter? You got a problem 
          with that?

                      ACE
          No, of course not.

                      NICKY
               (Playfully)
          You mean, I have your permission?

                      ACE
          Sure, you have my permission. But I - 
          I just gotta tell you it's no joke 
          out here. It's no joke, you know?  
          You gotta keep a low profile. It's 
          not like back home. Right off the 
          bat, they don't like guys like us. 
          And this sheriff's a real cowboy. 
          Even the coppers aren't afraid to 
          bury people out in the desert here.

                      NICKY
          I don't care. I want to get away 
          from back home for a while. I'm tired 
          of that shit back there.
               (Referring to the 
               Vegas lights.)
          Look at this place. It's made of 
          money. You know what the best part 
          is? Nobody's gonna know what we're 
          doin'! There's nobody here to see 
          us! Everybody's back home.

                      ACE
          Nick, I gotta tell you, I got pinched 
          twice for no reason. You really gotta 
          be careful. I'm running a licensed 
          place. Everything's legit.

                      NICKY
          Don't worry about it. I'm not gonna 
          do anything. What am I gonna do?  
          I'm especially not gonna involve you 
          in anything.

ACE gives NICKY a look.

EXT./INT. LAS VEGAS SPORTSBOOK - NIGHT

NICKY and MARINO pull up in their car and get out.

                      NICKY (V.O.)
          Ace saw Vegas one way.

                      NICKY
          You call this guy and tell him I'm 
          comin'?

                      MARINO
          Of course.

They walk into the sportsbook, past numerous bar patrons and 
gamblers to TONY, the bookie at a betting counter.

                      NICKY (V.O.)
          But I saw it another. I saw it as 
          untouched. I mean, they had bookies, 
          pimps and drug dealers I could shake 
          down. Who the fuck were they gonna 
          run to?  So, I started getting 
          everybody in line. Best of all, for 
          the first time in my life, I figured 
          out a way not to lose.

                      ACE (V.O.)
          Yeah, he had a fool-proof scheme, 
          all right. It wasn't very scientific 
          but it worked. When he won, he 
          collected. When he lost, he told the 
          bookies to go fuck themselves. What 
          were they gonna do? Muscle Nicky?
               (Chuckles.)
          Nicky was the muscle.

NICKY grabs TONY by the back of his neck.

                      NICKY
          Tony.

                      TONY
          Hey.

                      NICKY
          How you doin'?

                      TONY
          How you doin'?

                      NICKY
          All right, yeah. You got that thing 
          for me?

                      TONY
          What thing? Oh, Nicky... I thought 
          you was layin'.

                      NICKY
          I was layin'? No, no, I'm taking it. 
          I was takin' it.

                      TONY
          You sure?

                      NICKY
          I'm positive.

                      TONY
          Well, I'm a little confused here.

                      NICKY
          You're a little confused?

                      TONY
          Yeah.

                      NICKY
               (Pointing to a window, 
               above a counter with 
               a tiny opening to 
               talk through)
          Maybe if I stick your fuckin' face 
          through this window over here like, 
          you know, you'll - you'll get 
          unconfused. Give me the fuckin' money!

TONY takes some money out of his coat pocket.

                      TONY
               (Groaning)
          I'm sorry, Nicky. I didn't mean 
          anything by it.

                      NICKY
          Yeah, I know, that's why you had it 
          ready. You thought I was fuckin' 
          layin' it?!

He smacks the bookie on the head with the wad of money.

                      TONY
               (Gasps)
          My fuckin' head.

                      NICKY
          Your fuckin' head, huh? Don't fuck 
          around, Tony.

                      MARINO
               (Pointing to TONY)
          Smarten up.

                      NICKY
               (Walking out)
          You jag-off.

 

                      CLASSROOM NUN (O.S.)
               (From following scene)
          And now...

INT. CATHOLIC SCHOOL CLASSROOM - DAY

NICKY and JENNIFER stand in the background with other parents 
listening to a NUN school teacher. LITTLE NICKY and other 
youngsters are seated at small children's desks.

                      CLASSROOM NUN
          ...Nicholas Santoro will come up and 
          tell us about our first president.

                      LITTLE NICKY
               (Stepping up in front 
               of the class to begin 
               a speech)
          George Washington was born in a...

                      ACE (V.O.)
          But still, it was nice and quiet for 
          a while. Ginger and I presented Nicky 
          and Jennifer all over town, like 
          regular Ozzie and Harriets.

                      LITTLE NICKY
          ...typical Virginia farmhouse.

EXT. LITTLE LEAGUE FIELD - DAY

NICKY and DETECTIVE BOB JOHNSON are coaching their sons. 
JOHNSON pats LITTLE NICKY on the back and with encouraging 
words sends him running on to the field.

                      DETECTIVE JOHNSON
               (To LITTLE NICKY)
          Beautiful. You got a beautiful swing.

                      NICKY (V.O.)
          Ace got my son, little Nicky, involved 
          with Little League, and it was great.

                      DETECTIVE JOHNSON
          Now, I want you to get out there and 
          get me singles and doubles, okay?  
          'Cause that's what's gonna win this 
          game.

                      NICKY (V.O.)
          Turned out to be one of the other 
          coaches was a fuckin'...  

                      DETECTIVE JOHNSON
          Now go out there and show your dad 
          what you can do.

                      NICKY (V.O.)
          ...metro intelligence cop. But it 
          didn't matter. I mean, it was all 
          about the kids, you know.

                      DETECTIVE JOHNSON
          You know, he's gotta realize 
          everything can't be a home run that 
          he does.

                      NICKY
          Yeah, well, that's exactly what I 
          keep tellin' him, but that's the 
          kind of kid he is ever since he's 
          born.

                      DETECTIVE JOHNSON
          It's instinctive, you know.

                      NICKY
          He tries to do everything...

LITTLE NICKY hits the ball, NICKY and DETECTIVE JOHNSON 
applaud.

                      NICKY
          Ohh!

                      ACE (V.O.)
          And, Nicky being Nicky, he made his 
          presence known.

INT. TANGIERS CASHIER'S CAGE CREDIT WINDOW - NIGHT

NICKY saunters through the casino and up to EDDY and JERRY, 
two well-dressed hoods who are signing papers at the cashier's 
credit window near ACE and SHERBERT.

                      ACE (V.O.)
          Especially at the casino, where he 
          definitely did not work, people got 
          the message.

                      NICKY (V.O.)
          Me? That's why the bosses sent me 
          out here. They wanted me to make 
          sure none of the other crews robbed 
          the joint. Like these two fuckin' 
          balloon-heads over here [EDDY and 
          JERRY]. They were gonna try and bang 
          us out of two hundred fuckin' grand?
               (Chuckling.)
          Yeah, right, I'm sure.

                      JERRY
               (Shakes NICKY's hand)
          Hey, Nicky. How are you?

                      NICKY
          Hey, Eddy.

                      EDDY
          Hey, Nicky, how are you? What are 
          you doin' here?

                      NICKY
          I'm over here now.

                      JERRY/EDDY
               (In unison)
          You're over here?

                      JERRY
          You're over here?

                      NICKY
          Yeah, I'm over here with him.

SWISH PAN TO ACE WITH SHERBERT OFF TO THE SIDE.

                      EDDY
          Oh.

                      JERRY
          Oh.

                      EDDY
          We're waiting on Carmine.

                      JERRY
          Yeah, we're lookin' for Carmine.

                      NICKY
          Carmine? He was here before. I saw 
          him. He had a suitcase and everything, 
          and then he left.

                      EDDY
          Carmine left?

                      NICKY
          Uh-huh.

                      JERRY
          Carmine left?

                      EDDY
          He's gone?

                      JERRY
          He's not here?

                      EDDY
          Carmine's gone.

                      NICKY
          I think, you know, maybe he went 
          across the street or somewhere else 
          or somethin'. I don't know.

                      EDDY
          Well, listen, uh... Good luck with 
          the joint, huh?
               (Shakes hands with 
               NICKY.)

                      NICKY
          Oh, thanks, Eddy.

                      JERRY
               (Shakes NICKY's hand)
          Yeah, lots of luck. Lots of luck.

                      NICKY
          Hey, great, Jerry.

They walk away.

                      NICKY
          Good luck to you too.

                      CREDIT CLERK
               (To NICKY from behind 
               the cage)
          Hey, they forgot to sign their papers.

                      NICKY
          What?

                      CREDIT CLERK
          They forgot to sign their papers.

                      NICKY
          Yeah, they don't need those anymore.

He looks over to ACE and SHERBERT. NICKY smiles.

                      ACE (V.O.)
          Out of respect, guys from other crews 
          got away with a warning.

ACE taking a drag off his cigarette, nods an 'okay'.

                      ACE (V.O.)
          Everybody else: watch out.

INT. TANGIERS CASINO/BLACKJACK TABLES - DAY

A blackjack WINNER, who looks like a school teacher, with 
over $100,000 in chips before him has gathered a crowd.

                      ACE (V.O.)
          Like these yokels here who never 
          heard of Nicky or the bosses back 
          home, 'cause they're the morons who 
          give you the most trouble. Even after 
          we'd catch 'em, they'd try sneakin' 
          back with beards and wigs and fake 
          noses.

ACE and SHERBERT walk up to watch the WINNER who is playing 
all six hands at the blackjack table.

                      ACE (V.O.)
          You can spot these assholes by 
          watching the way they bet. Like this 
          guy. He's bettin' lavender chips at 
          five hundred each with only one little 
          problem. He's always guessed right.  
          If he wasn't so fuckin' greedy, he'd 
          have been tougher to spot. But in 
          the end, they're all greedy.

ACE walks around the WINNER's table, past the crowd, to the 
pit. Behind him are more blackjack tables, dealers and 
players. ACE bends down and ties his shoelace.

                      ACE (V.O.)
          I saw that the dealer was weak, but 
          he wasn't in on it.

The DEALER's hands lift the corner of his hole card a half 
an inch to determine the casino's hand against the WINNER. 
The slightly exposed hole card is a six of clubs.

                      ACE (V.O.)
          He just wasn't protecting his hand. 
          He was lifting his hole card way to 
          high.

ON ACE'S FACE THEN TO HIS POV OF THE CARD, PAST A PIT BOSS, 
PANNING TO THE SIGNALER AT THE BLACKJACK TABLE TO THE RIGHT. 
THE SIGNALER IS SLUMPED DOWN IN HIS SEAT, TOSSING DOWN SOME 
CARDS AND SNEAKING LOOKS AT THE DEALER'S HAND AT THE WINNER'S 
TABLE.

                      ACE (V.O.)
          Now, here's this guy...

OVERHEAD PAN FROM THE SIGNALER SLUMPED IN HIS SEAT.

                      ACE (V.O.)
          ...reading the dealer's hole card...

PAN CONTINUES PAST ACE TO REVEAL THE WINNER'S TABLE.

                      ACE (V.O.)
          ...and signaling his buddy [the 
          WINNER] at this table.

OVERHEAD DOLLY IN ON SIGNALER WHO APPEARS TO BE NERVOUSLY 
TAPPING HIS THIGH.

We see through his trousers, that he is tapping a copper 
transmitter with a battery pack attached.

Back at the WINNER's table we see inside his pant leg where 
a device strapped to his leg is receiving the impulse signal - 
buzz - buzz - buzz - from the SIGNALER.

                      ACE (V.O.)
          And that's just what these hustlers 
          look for. They cruise from casino to 
          casino, lookin' for weak dealers the 
          way lions look for weak antelope.

ACE starts to get up.

                      ACE (O.S.)
               (From following scene)
          Operator?

INT. TANGIERS BLACKJACK TABLES/TELEPHONE - DAY

ACE is on the house phone right near the SIGNALER's table.

                      ACE
          This is Mr R. Get me Armstrong and 
          Friday over at pit two right away.

He hangs up, and fixes his tie in the mirrored panel above 
the phone.

OVERHEAD VIEW OF THE SIGNALER'S TABLE. VARIOUS SECURITY GUARDS 
SLOWLY BEGIN TO GATHER AROUND IT.

ACE, waiting, lights a cigarette. ARMSTRONG joins ACE. They 
look towards the SIGNALER's table.

                      ACE
               (To ARMSTRONG)
          BJ nineteen, second base, the beard 
          [Blackjack table number 19, second 
          position, man with the beard]

                      ACE
               (Picks up the phone 
               again.)
          Operator... I need Mr Happy, loud.

On ACE's signal, WAITRESSES, one carrying a cake with a 
sparkling candle, start singing 'Happy Birthday', attracting 
the crowd's attention.

                      WAITRESSES
               (In unison)
          Happy Birthday to you. Happy Birthday 
          to you. Happy Birthday, dear Jeff. 
          Happy Birthday to you.

Gamblers cheer and applaud.

ACE nods and ARMSTRONG lets a long metal object drop out 
from under his jacket sleeve and moves in close behind the 
SIGNALER, as though looking at the game.

He presses the object - a cattle prod - under the SIGNALER's 
arm near his heart. The SIGNALER instantly goes into 
convulsions, falling to the floor gasping and groaning. 
Several SECURITY GUARDS grab the SIGNALER as he falls.  
ARMSTRONG walks away.

                      SECURITY GUARD #1
          Man down!

The WINNER sees what happened to his partner.

                      SECURITY GUARD #1
          Notify medical! We got a cardiac 
          arrest here!

                      SECURITY GUARD #2
          He's fine, folks. Just give us some 
          room, please!

ACE watches the scene. The guards lift the stunned SIGNALER 
to his feet and help him away from the table. Play is 
immediately resumed.

                      ACE (V.O.)
          Watch it now.

The WINNER hurriedly places his chips into racks.

                      SECURITY GUARD #1 (O.S.)
          Stand back!

                      ACE (V.O.)
          They never know what hit them. And 
          if and when...

SECURITY GUARDS drag the SIGNALER out.

                      ACE (V.O.)
          ...they do find out they just got 
          zapped by a cattle prod...

SHERBERT follows the WINNER as he rushes away.

                      ACE (V.O.)
          ...they wish they really did have a 
          heart attack.

ACE exits behind the GUARDS and the SIGNALER.

INT. BASEMENT MAINTENANCE ROOM - NIGHT

A grim, windowless utility room with tools on racks along 
the walls, some plain wooden chairs, and a workbench table.

                      ACE (V.O.)
          Turns out this guy and his fuckin' 
          pals, they were knockin' this place 
          dead for years.

                      SECURITY GUARD #1
          He's got a wire on him.

The SIGNALER is roughly shoved into the room. A SECURITY 
GUARD tears his trousers down revealing the signaling device 
strapped to his leg.

                      SIGNALER
          Hey, hey, what are you doin', man?

                      SECURITY GUARD #2
               (Exposing the device)
          There it is! On the table!

                      SECURITY GUARD #1
          Cheater's justice!

The SIGNALER is slammed down face first on the bench and the 
two GUARDS spread his arms out on the table.

                      SIGNALER
               (In pain)
          Oh, God! Oh!

Another GUARD starts up a power saw and approaches the 
SIGNALER who is now pinned to the table. He starts to scream.

                      SIGNALER
          Hey, no! No! No!

ACE walks toward the table, gesturing for the GUARD to turn 
off the saw.

                      ACE (V.O.)
          We had to make an example of these 
          pricks that the party was over.

                      ACE
               (To relieved SIGNALER)
          I'm just curious. I saw you shuffling 
          your checks with your right hand. 
          Can you do that with both hands?

                      SIGNALER
          No.

                      ACE
          Can't do it with both hands?

                      SIGNALER
          No, Sir.

                      ACE
          Can you do it with your left hand?

                      SIGNALER
          Well, I... I never tried.

                      ACE
          So, you're a righty?

                      SIGNALER
          Ye-yeah.

ACE nods to one of the GUARDS. Instantly a large rubber mallet 
smashes onto the man's right hand four times to the sound of 
screams. ACE watches.

                      ACE
          Now, you're gonna have to learn with 
          your left hand.

                      SIGNALER
          God!
               (He moans and sits 
               back.)

                      WINNER (O.S.)
               (From following scene)
          It's a hundred...

INT. CASINO CASHIER'S CAGE AREA - NIGHT

The WINNER has been standing outside the cashier's cage 
waiting for his $110,000 in chips to be cashed. SHERBERT 
walks up behind him.

                      WINNER
          ...a hundred ten.

                      CASHIER
          Yes, it is.

                      WINNER
          I think.

                      CASHIER
          Yes.

                      WINNER
          Okay.

                      SHERBERT
          Hiya. That's a lot of money to be 
          counting out in public.

                      WINNER
          Yeah.

                      SHERBERT
               (To CASHIER)
          Why don't I take him over to the 
          office and verify it, huh?

                      CASHIER
          Yes.

                      SHERBERT
          A little privacy. And, by the way, 
          send over a... nice bottle of 
          champagne on ice, huh?

                      CASHIER
          Sure will.

                      SHERBERT
          Real special.  Somethin'...
               (To WINNER.)
          By the way...  I'm Billy Sherbert, 
          your casino manager.

He shakes hands with the WINNER.

                      WINNER
          Hi.

                      SHERBERT
          Having a good time?

SHERBERT leads him away from the cage.

                      WINNER
          Yes, uh...

                      SHERBERT
          You'll want to count the money in 
          privacy. You know, you don't need...

                      WINNER
          Uh, I have a plane to catch to 
          Cleveland...  Can I get my winnings?

INT. BASEMENT MAINTENANCE ROOM - NIGHT

The WINNER is pushed through the door by two GUARDS followed 
by SHERBERT and sees his pal moaning in pain and holding his 
broken hand.

                      SIGNALER
          Look what they did to my hand, man!

                      ACE
               (Walks over to the 
               WINNER)
          All right, I'm gonna give you a 
          choice. You can either have the money 
          and the hammer or you can walk out 
          of here. You can't have both. What 
          do you want?

SHERBERT stands next to the WINNER

                      WINNER
          I just wanna get out of here.

                      ACE
          And don't forget to tell your friends 
          what happens if they fuck around in 
          here. You understand?

                      WINNER
          I'm sorry. I made a bad mistake.

                      ACE
          You're fuckin' right, you made a bad 
          mistake. 'Cause if you come back 
          here - we catch either one of you - 
          we're gonna break your fuckin' heads 
          and you won't walk out of here. You 
          see that fuckin' saw?  We're gonna 
          use it. You don't fuck around in 
          this place. You got it?

                      WINNER
          Yeah.

                      ACE
          Get out of here.

                      WINNER
          Thank you.

The GUARDS usher the WINNER out of the room.

                      ACE
               (To the GUARDS, 
               referring to the 
               SIGNALER)
          Throw him out in the alley.  And 
          just tell the cops he got hit by a 
          car.

INT. ACE'S TANGIERS PENTHOUSE

ACE and GINGER are alone in the living room. The apartment 
looks out on the glittering neon signs of the Strip.

                      ACE (V.O.)
          Within no time, everything was set 
          in place. We got rid of the freelance 
          scamsters. The per was way up.  The 
          gods were happy, or as happy as the 
          gods can ever be.  And I, I decided 
          to complicate my life. For a guy who 
          likes sure things, I was about to 
          bet the rest of my life on a real 
          longshot.

                      ACE
          We're not getting any younger. Don't 
          you think it's time? Aren't you 
          gettin' tired of all this shit? 
          Bangin' around, hustlin' around?

                      GINGER
          What, are you trying to handicap me?

                      ACE
          I'm gonna do you one better. I'm 
          trying to marry you. You want to 
          marry me?
               (GINGER looks doubtful.)
          I'm serious. I mean, I - I want to 
          settle down. I want a family.

                      GINGER
               (Sighs, laughing)
          You got the wrong girl, Sam.

                      ACE
          I know I'd be a good father. I know 
          you'd be a good mother.

                      GINGER
          You don't know me. What, you've known 
          me, two, three months. What do you 
          know?

                      ACE
          I'm forty-three years old. I don't 
          want to wait. I know you well enough 
          to know that I really love you very 
          much.  And I can't think of anybody 
          better to be with. And I don't feel 
          like waiting anymore.

                      GINGER
          You know a lot of happily married 
          people, Sam? 'Cause I don't.

                      ACE
          Yeah, I know all that.

                      GINGER
          I care about you, a - But I just 
          don't have those kind of feelings 
          for you. I'm sorry. I'm not in love 
          with you.

                      ACE
               (Brushing cigarette 
               ash off his dressing 
               gown)
          I - I - I...

                      GINGER
          Understand?
               (Pause)
          I'm sorry.

                      ACE
          No, I - I... mean...  that can grow 
          as I - as long as there's a mutual 
          respect... that kind of thing can 
          grow. I'm realistic. I can accept 
          that. But, you know, what is...  
          What is love anyway?  It's a... it's 
          a mutual respect. It's - it's a 
          devotion. It's a... it's a caring 
          from one person to another. And if 
          we could set up some kind of 
          foundation...  based on that mutual 
          respect...  I feel that eventually 
          you would care enough about me... 
          that I could live with that.

                      GINGER
          If it doesn't work out. You know, if 
          it doesn't play out, then what happens 
          to me?

                      ACE
          You know I'm doin' well now. And I'm 
          gonna do even better. And so, whatever 
          happens, if it doesn't work out 
          between us, I'm gonna make sure you're 
          okay for the rest of your life. And 
          if there are kids, especially, you 
          know, I'll take care of you better 
          than you'd ever imagine.

                      GINGER
               (Interrupts)
          What're you... what're you pitching 
          me, here?

                      ACE
          Just what I said. You'll be set up 
          for the rest of your life. That I 
          can promise you.
               (Pause)
          Want to take a chance?

She looks at him. ACE is holding her hand tightly.

INT. RIVIERA BALLROOM MARRIAGE - NIGHT

ACE and GINGER are seated at a banquet table with various 
guests, drinking champagne. AMY, their six-month-old child 
is in a cradle. NICKY and JENNIFER are hovering around the 
baby with LITTLE NICKY and are blissfully happy. It is an 
elegant affair.  City Officials, politicians and gaming 
officials are there, plus, SHERBERT and Ace's boss, PHILIP 
GREEN. A photographer takes pictures of the guests.

                      ACE (V.O.)
          When I married Ginger I knew all the 
          stories, but I didn't give a fuck. 
          'I'm Sam Rothstein,' I said. 'I can 
          change her.'

                      NICKY (V.O.)
          It was typical Ace. He invited the 
          biggest people in town and he knew 
          they'd show. Because he knew they 
          all wanted somethin' from him.  With 
          Ace, nobody ever got a free ride. 
          Even Ginger. With her -

We see AMY in the cradle.

                      NICKY (V.O.)
          - he still covered his bets. They 
          had to have the baby first, before 
          they got married. Even made Jennie 
          and me watch Amy for a few days when 
          they went on their honeymoon. But I 
          didn't mind, we loved the kid.

IN SLOW MOTION CAMERA MOVES IN ON ACE AND GINGER, STANDING 
NEXT TO A LARGE WEDDING CAKE. THEY ARE KISSING. NICKY, 
SHERBERT AND OTHER GUESTS LOOK ON.

CAMERA MOVES IN CLOSER AS THEY KISS, THEN PAST THEM TO THE 
BRIDE AND GROOM FIGURINES ON THE CAKE.

LESTER's and GINGER's telephone conversation is heard in 
voice-over this scene.

                      LESTER
               (Over telephone)
          Can you feel my eyes on you? Can you 
          feel me look into your heart?  Can 
          you feel me in the pit of your 
          stomach? Can you feel me in you? In 
          your heart?

We see a wide view of the elaborate wedding, guests mill 
about the banquet hall.

                      LESTER
          Don't make me come there. Answer me.

                      GINGER
               (Over telephone, 
               sobbing)
          I love you.

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - NIGHT

LESTER DIAMOND is talking on the phone softly, cutting up 
cocaine on a piece of glass.

                      LESTER
               (Into telephone)
          Bub-ut, baby, do you know that I 
          love you too?

                      GINGER
               (Over telephone)
          No, Lester.

                      LESTER
               (Into telephone)
          Do you know that?

                      GINGER
               (Over telephone)
          Yeah. This is the best thing I can 
          do for my life right now.

                      LESTER
               (Into telephone)
          That's right.

INT. RIVIERA BALLROOM CORRIDOR - NIGHT

GINGER is sitting alone on the phone. She's crying.

                      LESTER
               (Over telephone)
          So, it's gonna be okay, isn't it?

                      GINGER
               (Sobbing, into 
               telephone)
          Promise?

                      LESTER
               (Over telephone)
          God... I wish you...

INT. LESTER DIAMOND'S LOS ANGELES APARTMENT - NIGHT

There is a beautiful scantily dressed blonde girl in the 
apartment with him. She bends down to the table in front of 
him, snorts some cocaine, then walks away.

                      LESTER
               (Into telephone)
          ...all the luck in the world.

                      GINGER
               (Over telephone)
          You do?

                      LESTER
               (Into telephone)
          Yeah, I do. I mean, it's - it's the - 
          it's the best thing you can do right 
          now. I mean this. And you'll have 
          real security.  Sweetheart... you're 
          gonna be situated just right in Vegas.

INT. RIVIERA BALLROOM CORRIDOR - NIGHT

ACE enters from the ballroom and sees GINGER on the phone. 
He walks towards her, listening to her conversation.

                      LESTER
               (Over telephone)
          Come on, this is great for us. You 
          know I'm gonna be here for you. I 
          ain't going no place. Huh?  I'm 
          lookin' at you right now. I'm seein' 
          you for the very first time, right 
          this minute. I'm seein' you, and I 
          can feel my heart click. I see you 
          fourteen years old. I see you the 
          first second I ever saw you. I see 
          you, long-legged little colt -

GINGER notices ACE behind her.

                      LESTER
          - with stupid braces on your teeth.

                      GINGER
               (Into telephone, 
               sniffing, trying to 
               cut him off)
          Okay, then.

                      LESTER
               (Over telephone)
          Every time I ever see you, that's 
          what I see.

                      GINGER
               (Into telephone)
          Uh, talk to you later.  Bye.
               (She hangs up the 
               phone quickly.)

                      ACE
          You all right?

                      GINGER
               (Drinking some 
               champagne, wiping 
               away tears)
          Yeah.

                      ACE
          Why're you crying?

                      GINGER
               (Laughs)
          I'm not crying.
               (Sniffs.)

ACE walks up behind GINGER.

                      ACE
          Maybe you shouldn't drink so much.

                      GINGER
          I'm okay. I just -
               (Sniffs)
          You just have to understand. I've 
          been with Lester since I was a kid. 
          I just wanted to say goodbye. I - I 
          just...  I don't... I think I have a 
          right to do that. Okay?

                      ACE
          It's all right. That part of your 
          life is over with. Right?

                      GINGER
          Yeah.

                      ACE
          You're with me now.

                      GINGER
          Yeah.

                      ACE
          Right?

                      GINGER
          Uh-huh.

                      ACE
          You sure?

                      GINGER
          Yeah. Yeah.

They are reflected in a mirror behind the telephone.

                      ACE
          Want to go? Let's go back in.

                      GINGER
               (Sniffs)
          Okay.

ACE's hands pick up a white rose and GINGER's gloves from 
the desk.

EXT. ACE'S HOUSE - DAY

ACE and GINGER drive up to an expensive house which backs on 
to a country-club golf course.

INT. ACE'S HOUSE - DAY

ACE takes GINGER inside. It is fancy and lush.

                      GINGER
          Oh...

Through sliding glass doors, we see a patio and a pool area.

                      GINGER
               (Sighing)
          It's great.

The living-room has exposed white brick along the walls, 
bronze ostrich figurines, a white baby grand piano, and a 
zebra print rug surrounded by a few couches.

                      GINGER
          Oh, it's great.

INT. ACE'S BEDROOM CLOSET - DAY

ACE takes GINGER past the bedroom to their huge room-sized 
closet. There are racks and racks of clothes.

                      GINGER
               (Running into the 
               closet)
          Oh! It's all my stuff. Oh, my God.

ACE presents her with a long chinchilla coat.

                      GINGER
          You brought all my stuff. I can -

She sees the coat.

                      ACE
          Try it on. It's yours.

He puts it on her.

                      GINGER
               (Whispering)
          You're kidding? My God. What is it?

                      ACE
          It's chinchilla.

                      GINGER
               (Looking at herself 
               in the mirror)
          Oh, it's so soft.

                      ACE
          It's nice isn't it?

                      GINGER
          Oh...

ACE Kisses her.

                      GINGER
          No one's ever been so nice to me.

They kiss and embrace.

INT. ACE'S HOUSE/BEDROOM - DAY

ACE's hand opens a leather case full of gold Bvlgari jewelry.

                      GINGER
               (Gasps)
          Oh, my God.

INT. ACE'S HOUSE/BEDROOM - DAY

ACE and GINGER lie on the bed, surrounded by jewelry. GINGER 
is swathed in the chinchilla coat. Ace watches as a transfixed 
GINGER tries on gold necklaces, rings, bracelets and earrings.

                      GINGER
          So, do you think it's too much if I 
          wear these in the same day?

                      ACE
          You do whatever you want. Do I keep 
          my promises, or do I keep my promises?

ACE kisses GINGER.

                      GINGER
          You're so wonderful. The jewelry's 
          not so bad, either.

                      ACE
          The only thing is... you shouldn't 
          keep this in the house. We gotta put 
          it in a bank.

                      GINGER
               (Putting on a gold 
               bracelet)
          Come on. Can I keep this one in the 
          house?

                      ACE
          Now look,
               (gently holding her 
               face, gathering her 
               total attention)
          pay attention to me. What I'm gonna
           tell you is very important.

                      GINGER
          Okay.

                      ACE
          All this stuff doesn't mean anything. 
          Money, this, doesn't mean anything 
          without trust. I have to be able to 
          trust you with my life.

EXT. BURBANK PRIVATE AIRPORT - DAY

TITLE IN: 'LOS ANGELES'

ACE and GINGER get off the Tangiers jet carrying two 
suitcases. ACE gives a chauffeur the luggage and follows 
GINGER into a brown Rolls Royce.

                      ACE (V.O.)
          With over a million in cash and jewels 
          tucked in a bank in Vegas only for 
          Ginger, she was secure and happy.

INT. BEVERLEY HILLS BANK - DAY

ACE and GINGER walk into the bank lobby carrying the 
suitcases.

                      ACE (V.O.)
          She loved that shit. But a guy in my 
          line of work has to have a lot of 
          pay-off cash around.

INT. BEVERLEY HILLS BANK/VAULT - DAY

There are several safe deposit boxes filled with cash. ACE 
and GINGER are closing a large box so crammed with cash that 
ACE has to lean on it for the clasp to lock.

                      ACE (V.O.)
          Crooked cops and kidnappers, they 
          don't take checks.

                      GINGER
          Need a little help with that, Mr 
          Collins?

                      ACE (V.O.)
          So, I put two million in cash in a 
          Los Angeles bank under the name of 
          Mr and Mrs Tom Collins. This was 
          strictly my shakedown and kidnapping 
          money.

ACE and GINGER struggle to push the crammed box into a slot 
in the wall.

                      ACE (V.O.)
          And, since I'd either be in jail or 
          locked in a closet when I needed the 
          money the most...

The BANK PRESIDENT joins them, and he and ACE simultaneously 
double-lock the outer safe box door with two separate keys, 
after which, ACE gives GINGER his key.

                      ACE (V.O.)
          ...I gave Ginger the only key to the 
          cash that could get me back alive.

INT. BANK PRESIDENT'S OFFICE - DAY

GINGER is on the other side of a glass wall, signing papers.

                      BANKER
          Now this is just a signature card.

                      ACE
          So, once she signs those papers, 
          she'll be the only person to have 
          total access to the box?  No one 
          else, including myself?

                      BANKER
          That's right.

We see GINGER looking at ACE.

                      BANKER
          That's the way you wanted it, right?

ACE nods

                      BANKER
               (Quietly.)
          Sam, let me ask you a question. You 
          must really trust your wife.

                      ACE
               (Quietly)
          Yeah, sure I do. Why?

                      BANKER
          No, tha-that's good. It's just 
          unusual. To tell you the truth, so 
          many of my clients don't.

                      ACE
          Well...

ACE looks over to GINGER, smiles and winks. She looks back 
at him.

INT. TANGIERS LOUNGE - NIGHT

JERRY VALE sings to a seated audience. ACE sits alone at a 
table.

                      ACE (V.O.)
          With Ginger and the money in place, 
          I felt covered, and to play it safe 
          I switched job titles again and made 
          myself, um, Food and Beverage 
          Director. This way nobody would bother 
          me about a license. I mean, Vegas 
          was like a dream for me. Trouble 
          was...

NICKY is seated at another table with MARINO, peeling off 
money and giving it to MIKE, a crooked dealer.

                      ACE (V.O.)
          ...Nicky was dreamin' his own kind 
          of Vegas.

                      NICKY (V.O.)
          To begin, I put money out on the 
          streets, chargin' three points a 
          week. You know - juice to the fuckin' 
          dealers.

                      MARINO
               (To MIKE)
          Don't make us come lookin' for you.

                      MIKE
          Oh, you won't have to look for me. I 
          appreciate it. Thanks, Nicky.

                      NICKY
          All right, Mike.

MIKE gets up from the table.

                      NICKY (V.O.)
          They were degenerate gamblers, coke 
          freaks. In no time, I had half the 
          dealers in the Tangiers in my pocket.  
          Then...

INT. TANGIERS POKER TABLE - NIGHT

NICKY is at a table with his gang of card sharks: SLIM, ROCKY, 
MOOSH and COWBOY, all secretly signaling each other, 
sandbagging a mark. MIKE, the crooked dealer from the previous 
scene, deals NICKY a winning hand.

                      NICKY (V.O.)
          ...the next thing I did, I started 
          bustin' out high-stakes poker players.

                      ACE (V.O.)
          It was so obvious. I mean, all of 
          Nicky's half-assed mechanics, they 
          were real signal happy.

                      MOOSH
               (Scratching his arm)
          I'm gonna open for five hundred.

                      ROCKY
          Moosh, you open?
               (Taps his fingers on 
               some chips before 
               picking them up.)

                      ACE (V.O.)
          Signaling back and forth.

                      CARD SHARK
          I bet thirty-five hundred.

NICKY wiggles a toothpick back and forth in his mouth.

                      DOCTOR DAN
          I've been losing for three days 
          straight, non-stop.

Another shark pulls on his ear.

                      ROCKY
          Oh, why're you crying, with three 
          loaves of bread under your arm?

ACE watches their signals with concern.

                      ACE (V.O.)
          Nicky thought nobody was watching 
          him. But he was wrong.

We see two undercover gaming agents, looking like tourists, 
sneaking looks at NICKY's table.

                      ACE (V.O.)
          And I didn't want any of those agents 
          near my place.

                      NICKY
          Four aces, Doc.

His hands spread five cards on the table, showing four aces.

                      NICKY
          What do you got?

                      DOCTOR DAN
               (Getting up in disgust)
          Jesus Christ. I can't believe it.

COWBOY, the card shark with the cowboy hat, rakes in a large 
pot toward his side of the table.

                      DOCTOR DAN
          If I didn't have bad luck, I wouldn't 
          have any luck. I'm out of here, you 
          understand?

                      ACE (V.O.)
          I mean, I wished to God Nicky and 
          his whole crew would just get lost.

He walks towards NICKY's table.

                      ACE (V.O.)
          What am I gonna do? Go back home and 
          start a war?

ACE leans down to talk to NICKY.

                      ACE (V.O.)
          I mean, Nicky's a made guy and I'm 
          not. I can't do that.

                      ACE
               (Whispering in NICKY's 
               ear)
          Be careful. Gaming agents are all 
          over the place.

                      NICKY
          So, I'm lucky. I'm not allowed to 
          get lucky in this place?

                      ACE
          You been lucky all week. They're 
          lookin' to nail ya.

ACE walks away. NICKY looks over at the gaming agents.

                      NICKY (V.O.)
          Ace was so fuckin' worried about his 
          casino, he forgot what we were doin' 
          out here in the first place.

INT. TANGIERS CASINO - NIGHT

Security people are pulling apart a husband and wife who are 
fighting. Camera picks up ACE as he passes by them.

                      NICKY (V.O.)
          A million times I wanted to yell in 
          his fuckin' ear: 'This is Las Vegas!  
          We're supposed to be out here robbin', 
          you dumb fuckin' Heeb.'

INT. TANGIERS CASINO POKER TABLE - NIGHT

Closeup of the COWBOY's white-socked feet with no shoes on a 
poker table.

                      ACE
               (To SHERBERT, referring 
               to COWBOY)
          I don't give a shit who he's connected 
          to. Tell him to take his fuckin' 
          feet off the table. What's he think 
          this is, a goddamn sawdust joint?

SHERBERT approaches COWBOY.

                      SHERBERT
          Sir, would you mind taking your feet 
          off the table and putting your shoes 
          on, please?

                      COWBOY
               (Sighs)
          Yeah, I would mind. I'm havin' a bad 
          night.

COWBOY remains the same with his feet on the table.

                      SHERBERT
               (Returning to ACE)
          Fuckin' asshole won't budge.

                      ACE
          Call security.

ACE approaches COWBOY.

                      ACE
          How are you?

                      COWBOY
          Good. How are you?

                      ACE
          Good. You want to do me a favor? You 
          want to take your feet off the table 
          and put your shoes back on?

                      COWBOY
          Fuck you.

ACE walks to nearby SECURITY GUARDS.

                      ACE
               (To GUARDS)
          I want you to exit this guy off the 
          premises, and I want you to exit him 
          off his feet and use his head to 
          open the fuckin' door.

Three SECURITY GUARDS approach COWBOY.

                      SECURITY GUARD #1
          Sir, you're gonna have to leave. You 
          mind accompanying us outside?

                      COWBOY
          Bullshit, I ain't goin' anywhere 
          with you!

                      SECURITY GUARD #1
          Bullshit, you're out of here, cowboy!

SECURITY GUARD #1 knocks his feet off the table, as GUARDS 
#2 and #3 lift him off his seat.

                      COWBOY
          Fuck you! Fuck you!

                      SECURITY GUARD #1
          Yeah?

                      COWBOY
          You know who you're fuckin' with?! 
          Huh? Do you?!

                      SECURITY GUARD #1
          Now move along.

                      COWBOY
               (Screaming at ACE who 
               follows him)
          You fuckin' faggot! Do you know who 
          you're fuckin' with?

The GUARDS carry him out and forcefully shove him towards a 
side exit.

                      COWBOY
          Leave me alone!

                      SECURITY GUARD #1
          Here we go!

                      COWBOY
               (Grunting)
          You've gotta be kidding me!
               (Groans.)

The GUARDS lift him off his feet and, holding him like a 
battering ram, smash his head into the door.

                      ACE (V.O.)
               (As COWBOY is thrown 
               out the door)
          Sure enough, an hour later, I get 
          the call.

INT. VEGAS BAR - NIGHT

NICKY is on a public wall-phone talking to ACE. MARINO is 
staring at the disheveled COWBOY.

                      NICKY
               (Into telephone)
          Ace, what happened over there? I 
          mean, did you know that guy you threw 
          out was with me?

INT. TANGIERS CASINO - NIGHT

ACE is on a Tangiers house phone. SHERBERT looks on.

                      ACE
               (Into telephone)
          No, I didn't know that. But you know 
          what he did?

                      NICKY
               (Over telephone)
          No.

INT. VEGAS BAR - NIGHT

NICKY gives COWBOY a look.

                      ACE
               (Over telephone)
          He insulted Billy. And then I walked 
          over to him politely...

INT. TANGIERS CASINO - NIGHT

                      ACE
               (Into telephone)
          ...and he tells me to go fuck myself.

                      NICKY
               (Over telephone)
          What?

                      ACE
               (Into telephone)
          Then he called me a faggot.

INT. VEGAS BAR - NIGHT

                      ACE
               (Over telephone)
          So what do you think I do? I threw 
          that cocksucker out.

                      NICKY
               (Into telephone)
          What? Ho-
               (He puts down the 
               phone; to COWBOY:)
          Hey, come here.

COWBOY walks up to him.

                      NICKY
          You called my friend a faggot? You 
          tell him to go fuck himself?

                      COWBOY
          Nicky, I did -

                      NICKY
          Is that what you did?

                      COWBOY
          I did - I didn't -

                      NICKY
          Tell him to go fuck himself? You 
          fuckin' hick!  Fuckin'...

NICKY hits him on the head with the phone. COWBOY falls back, 
groaning.

INT. TANGIERS CASINO - NIGHT

ACE listens to the noise of NICKY roughing up COWBOY.

                      NICKY
               (Over telephone)
          ...you big fuckin' hick, you. Come 
          here. Come here. Get him up. Come 
          here.

ACE LOOKS AT SHERBERT.

                      MARINO
               (Over telephone)
          Get up.

INT. VEGAS BAR - NIGHT

                      NICKY
               (To COWBOY)
          Come here, come here.

                      MARINO
          Get up.

                      NICKY
          You go over there right now and you 
          apologize. You better hope he lets 
          you back in.

INT. TANGIERS CASINO - NIGHT

                      NICKY
               (Over telephone)
          If you ever get out of line over 
          there again, I'll smash your fuckin' 
          head so hard...

INT. VEGAS BAR - NIGHT

                      NICKY
               (To COWBOY)
          ...you won't be able to get that 
          cowboy hat on. You hear me? Fuckin' 
          hick.
               (Into telephone)
          Sammy, listen...

INT. TANGIERS CASINO - NIGHT

                      NICKY
               (Over telephone)
          ...this guy obviously doesn't know 
          who he was talkin' to, you understand? 
          He doesn't...

INT. VEGAS BAR - NIGHT

                      NICKY
               (Into telephone)
          ...know that, uh, we're dear friends. 
          I mean, he's already very sorry. 
          But, uh, if you could do me a favor 
          to let him back in, I swear to you 
          he'll never get out of line again. I 
          promise you that.

INT. TANGIERS CASINO - NIGHT

                      ACE
               (Into telephone)
          If he does it again, he's out for 
          good. I don't care what it is, Nick, 
          I'm gonna ha- I'll - I'll never let 
          him in the place again.

                      NICKY
               (Over telephone)
          I'm sorry about this. Really.

INT. VEGAS BAR - NIGHT

                      NICKY
               (Into telephone)
          All right, Ace?

                      ACE
               (Over telephone)
          Okay.

                      NICKY
               (Into telephone)
          Thanks, pal.

NICKY hangs up the phone and turns to COWBOY.

                      NICKY
          You took your boots off? You put 
          your feet on the table... you shit-
          kicking, stinky, horse-manure-smellin' 
          motherfucker you!  You fuck me up 
          over there, I'll stick you in a hole 
          in the fuckin' desert! You understand?
               (Slapping him.)
          Go over there and apologize.
               (Kicking the chastened 
               COWBOY away.)
          Go! Get the fuck out of -

                      COWBOY
          Nicky, I'm sorry.

EXT. TANGIERS CASINO - DAY

A tiger leaps towards the camera, which pans over to two 
showgirls and then to ACE's hand holding the key to a Rolls 
Royce. He gives it to JONATHAN and DAVID as reporters rush 
in to photograph the moment.

                      NICKY (V.O.)
          You know, Ace could be a very touchy 
          guy, especially when he got bigger 
          and bigger in town. Like when he 
          hired that Jonathon and David and 
          their tigers away from the Palace by 
          buildin' them a new stage and then 
          givin' them a silver Rolls Royce.

INT. BACKSTAGE TANGIERS THEATER - DAY

ACE and SHERBERT watch as a STAGE MANAGER weighs in the 'Femme 
Fatale' Showgirls.

                      NICKY (V.O.)
          But I'll tell you, he knew how to 
          bring in the crowds. He knew all the 
          fuckin' angles. He brought over the 
          whole 'Femme Fatale' show from Paris. 
          But he forgot how lazy them European 
          dancin' broads can get. I mean, he 
          had to weigh 'em in once a week to 
          make sure they didn't blow up like 
          fuckin' balloons.

                      ACE
               (To SHOWGIRL)
          You're still eight pounds over.
               (To MANAGER.)
          What's the reason for this?

                      STAGE MANAGER
          Mr Rothstein, sir, let me put her on 
          suspension.

                      ACE
          Never mind the 'sir'. Never mind the 
          'sir'.

                      STAGE MANAGER
          Well, sir, I was just...

                      ACE
          Why is she eight pounds over?

                      STAGE MANAGER
          ...trying to offer you the respect 
          that your...

                      ACE
          I...

                      STAGE MANAGER
          ...position...

                      ACE
          'Mr Rothstein' is good enough.

                      STAGE MANAGER
          Mr Rothstein... well, sometimes, 
          when you reach that pressure point, 
          when you put that pressure point on 
          them, you know, it shows...

                      ACE
          She could at least lose half a pound 
          or a quarter.  Listen...

                      STAGE MANAGER
          ...and she doesn't always -

                      ACE
          ...all you do is give me answers. 
          Just - just give me the right answer.

                      STAGE MANAGER
          But, sir. Well, I don't know why. I 
          guess, maybe, because she's frightened 
          that if she doesn't lose the weight 
          she may even get fired.

                      ACE
          That's right. She will get fired. In 
          fact, I want you to send her back to 
          Paris.

                      STAGE MANAGER
          It's always been our policy -

                      ACE
          No. Just stop everything.

SHERBERT and ACE walk away across a huge stage.

                      SHERBERT
               (To ACE)
          This woman's an institution.

                      ACE
          I don't care what she is. She's an 
          institution, that's the problem. 
          She's lazy.

INT. TANGIERS CASINO SPORTSBOOK - NIGHT

ACE standing in a large space surrounded by giant TV screens 
showing sports events. Around him, long rows of bettors are 
seated at betting stations, lined up at windows, or wandering 
around at the bar. It's like a NASA control room on launch 
day.

                      NICKY (V.O.)
          Hey, I gotta give the guy credit. He 
          does the most obvious thing. This is 
          the only town in the country where a 
          bookie joint is legit, so, why not 
          take advantage, right?  So... he 
          took bookie joints off the street 
          and then opened them up inside the 
          casino. Well, within a few years, by 
          doin' all of this, he had every casino 
          on the Strip trying to copy off him.

                      ACE (V.O.)
          Between...

EXT. BACK ALLEY - NIGHT

NICKY, with MARINO, punching and kicking a man next to the 
open door of his luxury car.

                      ACE (V.O.)
          ...my innovations...

The man falls to the ground.

                      ACE (V.O.)
          ...and Nicky's dedication to his 
          job...

NICKY starts kicking him.

                      ACE (V.O.)
          ...I soon had the best operation on 
          the Strip.

NICKY lifts an empty trash can and shatters the car's 
windshield.

INT. TANGIERS CASINO FLOOR - NIGHT

ACE and NICKY are standing on the casino floor near the slot-
machines. Gamblers are milling about behind them.

                      ACE
          You better watch yourself. There's a 
          lot of heat on you already.

                      NICKY
          Why, somebody's complaining?

                      ACE
          I'm - I'm hearin' things from 
          security. They're all ex-cops. The 
          Sheriff's lookin' to bust your balls. 
          They want to put you in the Black 
          Book.

                      NICKY
          That Black Book is a bunch of 
          bullshit. They got two names in there 
          for the whole country and one of 
          them is still Al Capone.

                      ACE
          Bullshit or no bullshit, they put 
          you in that book, you're gonna be in 
          a lot of trouble. You will not be 
          able to walk into the casino. I'm 
          tellin' you.

                      NICKY
          What am I doin' out here? I'm tryin' 
          to make a livin', that's all.

                      ACE
          I'm just tellin' you. Don't say I 
          didn't warn you.

                      NICKY
          All right.

INT. VEGAS VALLEY COUNTRY CLUB, 1974 - NIGHT

Tight on the filaments of a flash bulb as they ignite.

TV news crews and still photographers are taking pictures of 
ACE and GINGER surrounded by clusters of celebrities and the 
Vegas power elite, including SHERBERT and GREEN, at a black 
tie event.

                      PHOTOGRAPHER #1
          Mrs Rothstein, look straight ahead. 
          Very nice. Thank you.

                      PHOTOGRAPHER #2
          Thank you.

                      PHOTOGRAPHER #1
          Yes, nice smile.

                      PHOTOGRAPHER #3
          Just look right at the camera. Hold 
          that pose.

We hear GREEN making a speech over flashing cameras and freeze 
frames of himself, SHERBERT, ACE and GINGER.

                      GREEN (O.S.)
          Considering all of his hard work and 
          dedication and the new lifeblood he 
          has instilled in Las Vegas...

We now see GREEN at a mike speaking in front of the seated 
club members.

                      GREEN
          Sam has established himself as an 
          indispensable member of the gaming 
          community. As the head of the Tangiers 
          Gaming Corporation, it's my pleasure 
          to welcome Sam Rothstein to the Vegas 
          Valley Country Club.

Members cheer and applaud as GREEN hands ACE a framed 
citation. It reads: 'This Certificate of Appreciation. Sam 
Rothstein. Charitable Foundations of Greater Las Vegas'. 
They shake hands for the photographers.

                      ACE (V.O.)
          Back home, they would have put me in 
          jail for what I'm doing. But out 
          here, they're givin' me awards.

                      ACE
               (Into the microphone)
          It's with great pleasure that I accept 
          this certificate of appreciation 
          from the...

CAMERA TILTS UP TO A MOUNTED PLAQUE ON THE WALL, READING: 
'CHARITABLE FOUNDATIONS OF GREATER LAS VEGAS'.

INT. VEGAS VALLEY COUNTRY-CLUB BANQUET ROOM - NIGHT

A dazzling GINGER moves charmingly about the room chatting 
up top executives, lawyers, judges, bankers and their wives. 
ACE, standing with GREEN and an elderly man, watches her 
work the room.

                      COUNTRY-CLUB WOMAN #1
          Congratulations, sweetheart.

                      GINGER
          Thank you.

                      COUNTRY-CLUB WOMAN #2
          Sam raised more than we've ever raised 
          before.

                      GINGER
          He worked so hard.

                      ACE (V.O.)
          But my greatest pleasure was watchin' 
          my wife, Ginger, work the room.

                      COUNTRY-CLUB MAN #1
          Thank you for everything.

                      ACE (V.O.)
          They all loved her. How could you 
          not live her?

                      GINGER
               (To COUNTRY-CLUB WOMAN 
               #3)
          Hi. Nice to see you.

                      ACE (V.O.)
          She could be the most charming woman 
          you ever saw. People loved to be 
          around her.

                      COUNTRY-CLUB WOMAN #3
          Listen, you've got to bring Amy to 
          Sasha's birthday party because he'd 
          love to have her there.

                      GINGER
          Thanks.

                      COUNTRY-CLUB WOMAN #3
          We'll see you three o'clock Saturday.

                      GINGER
          Thanks. Yes, all right.

                      COUNTRY-CLUB WOMAN #3
          Great.

                      ACE (V.O.)
          She made everybody feel good.

GINGER joins ACE. He smiles proudly.

INT. VEGAS VALLEY COUNTRY-CLUB BANQUET ROOM - NIGHT

GINGER and ACE are off alone by a dining-room table, talking 
intently. A young casino EXECUTIVE interrupts them.

                      EXECUTIVE
          Congratulations, Sam.

                      ACE
               (Shaking his hand)
          Oh, thanks.

The flirting EXECUTIVE looks at GINGER.

                      EXECUTIVE
          Hello, Mrs Rothstein.

                      GINGER
          Hi.

                      EXECUTIVE
          How are you?

                      GINGER
          Oh.

GINGER gives the flirting EXECUTIVE her hand, he kisses it.

                      EXECUTIVE
          You're one of the most gorgeous women 
          I've ever seen. You're a lucky man 
          Mr Rothstein.

ACE watches as GINGER flashes one of her dazzling smiles, 
but he's not sure whether she's flirting. He looks at the 
young man and back at his wife.

                      ACE
          Thank you. Thanks for that compliment.

                      ACE (V.O.)
          He was a young kid from the casino... 
          nice kid...  bright boy. What balls 
          on this fuckin' kid! The next day I 
          fired him.

Freeze frame on ACE smiling at GINGER.

INT. VEGAS BANK VIEWING ROOM - DAY

GINGER, with two-year-old AMY in a stroller, is seated on a 
bench going through large bank vault boxes containing her 
jewels.

                      GINGER
               (To AMY)
          Hey, do you want to see this one? 
          Daddy gave me all this jewelry because 
          he loves me so much. (She places a 
          gold bracelet on AMY's hand.) Put 
          your arm in there.

                      ACE (V.O.)
          But as much as they loved her...

                      GINGER
               (To AMY, wearing the 
               bracelet)
          Oh, fabulous.