ENTRAPMENT

                              Screenplay by

                                Ron Bass



                                Story by

                      Ron Bass and Michael Hertzberg



                   Revisions by Don Macpherson 1/19/98

                   Revisions by William Broyles 2/22/98







                                                   EIGHTH DRAFT
                                                   February 22, 1998















        FADE IN:


        INT. NEW YORK BUILDING--LATE NIGHT

        Park Avenue. CREDITS START OVER long PAN UP sheer glass face
        of a New York Residential tower, up, up, to the very top
        where...

        ...a lone dark FIGURE emerges from a door onto surface of the
        wind-swept roof. Surrounding us, towers of glass and steel,
        stone and brick. Below, a drop of sixty stories. Hundreds of
        feet down, minimal traffic. We CLOSE to see...

        ...The THIEF. All in black, nearly invisible in shadow, with
        sleek visored helmet that conceals face. From a pack, takes
        climbing rope. Clamps it with carabiner around post. Dials a
        distance into the special ratchet mechanism. Thief steps to
        edge of building, LEAPS over...

        ...and FALLS down face of tower, glass windows reflecting New
        York. Whooaaaaa! We are falling with the Thief, a wild
        frightening ride with the rope trailing behind. Suddenly the
        rope gears down smoothly, stopping the Thief at a window
        pane. Through the glass, we see spotlights bathing paintings
        and sculptures.

        Swiftly, deftly, the Thief pulls out case of precision TOOLS,
        begins to DRILL OUT two of four BOLTS holding window in
        place. A glance at the city far below, and the Thief turns
        UPSIDE DOWN, lowering to drill out the last two bolts.

        The Thief replaces existing bolts with handcrafted CUSTOM
        BOLTS containing ROLLERS. The Thief now PRIES at corners of
        glass and POPS it free, ROLLING AWAY the pane on shafts of
        custom bolts, leaving just enough room for the Thief to slip
        into...

        INT. PARK AVENUE SUITE--LATE NIGHT

        ...See now FROM THIEF'S POV, helmet's visor is a NIGHT-VISION
        material that creates red-tinted light in darkness. Nearby,
        ALARM BOX softly BEEPS to pulsing of a green light.

        Thief points a REMOTE at the alarm. The Remote runs possible
        codes at speed on display panel, until the right one STOPS.
        The Thief clicks the Remote. OFF.

        Moving across to a VASE of lilies, perfectly situated on a
        lacquer chest before a gilt mirror, the Thief LIFTS the vase,
        brings it across the room to a small table by the window.

        TILTS stems, so that the lilies hang over lip of vase, away
        from the window. Now turns, SCANS...

        ...the profusion of priceless art. Paintings run to Otto Dix,
        Franz Marc, Marcel Duchamp. One statue of Rodin. Soft
        lighting makes walls invisible, everything with infinity
        perspective. An obsidian slab dining table seems to end at
        horizon...

        The THIEF goes past the bedroom, where a couple sleeps. The
        Husband has a mask over his eyes; the wife has fallen asleep
        with a book in her lap and the reading light on. The Thief
        takes out from the backpack...

        ...a large cylindrical TUBE bearing a label we cant' read.
        The Thief moves quickly through the spectacular apartment,
        past German expressionist oils, Russian futurists, a Rothko,
        a Kandinsky, a Frances Bacon. The Thief has no interest in
        these, as CREDITS CONTINUE, we enter...

        INT. PARK AVENUE SUITE, STUDY--LATE NIGHT

        ...a study. No windows. Book-lined. With elegant antique
        writing desk. Above the desk...

        ...a single PAINTING. Unlike the others, this one is small,
        a study in darks and lights, a nude woman reading a letter
        while her feet are being washed. The Thief wastes no time,
        unceremoniously takes out a special scalpel...

        ...CUTS painting from its frame with sure, perfect strokes.

        As THIEF rolls the canvas quickly in acid-free paper. Opens
        cylindrical tube, pulling out another CANVAS which we cannot
        see. Deftly unrolls this, fitting it carefully into stolen 
        painting's now-empty frame. Re-hangs it. Stares through
        opaque helmet visor. Approves.

        Slips rolled-up stolen canvas into empty tube. Leaves. Before
        we follow the thief, we linger to see the replacement
        canvas...

        ELVIS. On black velvet.

        INT. PARK AVENUE SUITE, STUDY--LATE NIGHT

        WITH the Thief now, moving past panelled library to a CHUTE
        built into the wall, a brass lid with the words U.S. MAIL.
        The Thief opens the chute...

        HOLD on address. On last line '...HONG KONG'. And a small
        distinctive LOGO of a cartoon Chinese mask.

        The Thief pops labeled tube DOWN the chute.

        The Thief heads into the room where the open window waits.

        Thief disappears out the open window. The window closes,
        becoming...

        EXT. BUILDING WINDOW--NIGHT

        Another window, in which we see reflected the lens of a
        telescope and, in that lens, the image of the apartment where
        the thief has just been.

        A silhouetted FIGURE is looking through the telescope.

        EXT. NEW YORK BUILDING--LATE NIGHT

        VIEW through scope's lens. An amazingly CLOSE detail of the
        Penthouse where the thief had been. The Figure walks away.
        We see light fall into the room as the Figure exits a door
        and softly closes it as CREDITS CONCLUDE.

        The IMAGE stays the same, but the darkness lifts, the image
        lightens and DISSOLVES INTO:

        INT. PARK AVENUE SUITE--VIDEO--DAY

        The Park Avenue Suite on VIDEO, daytime, with COPS and
        INVESTIGATORS combing the crime scene. The wife being
        interviewed, the Owner in robe with coffee cup, lots of
        activity. Cops doing a typical investigation.

                            FIRST TECHNICIAN (O.S.)
                  Look at those assholes.

        INT. WEBBER ASSURANCE--MAIN OFFICE--DAY

        The video plays live on a large monitor in a richly paneled
        room trimmed in marble, classic architecture mated with the
        most high-tech gear available. This is the headquarters of an
        agency funded by insurance companies to track down major
        theft losses. We are at a bullpen in the center of the room,
        where four TECHNICIANS work at computer monitors.

                            SECOND TECHNICIAN
                  If the Rembrandt were lying on the table,
                  they'd toss their donuts on it.

        Another MAN walks up behind them

                            CRUZ
                  They're doing their job...

        This last voice belongs to HECTOR CRUZ, early forties,
        focused, crisp, with the dead eyes of an ex-Company man who
        has seen it all. This is Cruz's place and this is his case.

                            CRUZ
                         (continuing)
                  You better be doing yours.

        The Technicians snap to business.

                            CRUZ
                         (continuing)
                  Schematics of security system.

        One Technician manipulates computer representations of the
        system on screen.

                            FIRST TECHNICIAN
                  We did a hundred simulations. No
                  way anyone could have gotten in.

                            CRUZ
                  Too bad someone did.

        The other Technician starts scrolling faces on his screen.

                            SECOND TECHNICIAN
                  Our current all-star thief team.
                  We're checking airline and
                  immigration records against known
                  aliases.

        Cruz turns to the Third Technician.

                            CRUZ
                  How much we in for?

                            THIRD TECHNICIAN
                  Twenty four million.  Less
                  reinsurance.

        Cruz's look: which is?

                            THIRD TECHNICIAN
                         (continuing)
                  Twenty percent.

        This does not make Cruz happy.

                            CRUZ
                  Baker here yet?

        The Technician nods.

                            TECHNICIAN
                  She's been pulling all the feeds.

        Cruz walks away.

        INT. WEBBER ASSURANCE--GIN'S CUBICLE--DAY

        Cruz enters a separate glass partitioned office. VIRGINIA
        BAKER, early thirties, sits slouched at the work station
        where she spends most of her life. She hasn't taken any time
        getting ready: hair tied up on top of her head, workshirt
        over sweats, running shoes. This woman is all about work.

        On the walls of her cubicle are reproductions of works of
        art, with the date they were stolen and the date the case was
        solved. She's already tacked up a picture of the Rembrandt
        torn out of a magazine.

                            CRUZ
                  Where were you? I called at 4:30
                  this morning.

                            GIN
                  There are times when you don't
                  answer the phone.

        She says it matter of fact, not even looking up, but the
        implication is obvious.

                            CRUZ
                  You didn't answer the beeper
                  either.

                            GIN
                  I hardly knew the guy. Why be
                  impolite to strangers?

                            CRUZ
                  I don't recall authorizing you to
                  have a personal life.

                            GIN
                  I don't recall asking your
                  permission.

        On the monitor above her station we can see the Park Avenue
        Suite on the same live feed we saw earlier.

                            CRUZ
                  A thief this good could handle the
                  sensors in the rooms. What we
                  don't get is how he effectuated
                  his entry.

                            GIN
                  Through a window.

                            CRUZ
                  The windows don't open.

                            GIN
                  Entry through the doors or vents
                  triggers instant alarm.

        They're fast, quick, testing each other.

                            CRUZ
                  The windows are wired, too.

        She works her computer.

                            GIN
                  They used smart glass. The sensors
                  respond to violation of the
                  panel's integrity.

        On her computer screen, a red-outlined rotating DIAGRAM of
        the living room. One window pane glows lavender. She touches
        a key, the window breaks. We hear a PIERCING SCREECH. Gin
        resets the program. The screech cuts off.

                            CRUZ
                  So he popped the pane?

                            GIN
                  Bingo.

        She touches the keyboard of her computer...This time the
        window SLIDES AWAY into thin air. No sound.

                            CRUZ
                  That's great if you're a computer.
                  In the real world that pane weighs
                  200 pounds. The building's 600
                  feet high.

                            GIN
                  He unscrewed the bolts, reset them
                  on rollers, then slid the whole
                  frame away. No more effort than it
                  takes to vacuum a floor.

                            CRUZ
                  Interesting theory. Where's the
                  proof?

        She looks up at the live feed on the monitor and clicks the
        remote as she murmurs something in Chinese.

                            CRUZ
                       (continuing)
                  You ordering chop suey again?

                            GIN
                  Let a thousand flowers bloom.
                  Chairman Mao.

        Our camera ZOOMS toward the VASE of lilies by the window. All
        the flowers are tilted in one direction. Over the lip of the
        vase, away from the window.

                            CRUZ
                  Meaning--

                            GIN
                  Meaning no one arranges calalilies
                  like that. He left the window open
                  when he came in. His only mistake.

        Cruz is with her now.

                            CRUZ
                  And the draft blew over the
                  flowers.

                            GIN
                  Put the bolts on that window under
                  a scope, I'm betting you'll find
                  wrench scratches on them.

        Cruz takes a dollar out of his pocket.

                            CRUZ
                  Not bad. Have some coffee on me.

        He puts the dollar on her desk. Gin takes it.

                            GIN
                  Thanks, but Starbucks is a buck
                  fifty.

        He digs for change.

                            GIN
                       (continuing)
                  This particular guy is the best.
                  The best there ever was.

        Cruz rolls his eyes. Oh no, here it comes.

                            CRUZ
                  You're not going to pitch
                  MacDougal to me again.

        She stares at him. That's exactly what she's doing.

                            CRUZ
                       (continuing)
                  He's been out of the business for
                  years. No one's ever proved, hell,
                  even arrested him, for anything.

        She hits the remote, changing the camera at the crime scene.
        The image of Elvis on black velvet in the Rembrandt frame
        appears.

                            GIN
                  Mac's signature.

                            CRUZ
                  Give me a break. Remember Manzini?
                  When he stole Montezuma's scepter
                  he left a Pepto Bismal bottle. The
                  best ones always copy Mac.

                            GIN
                  You're saying the thief wants us
                  to think it's Mac but it's really
                  not.

                            CRUZ
                  Exactly.

        She CLICKS the remote, and another video monitor comes ON,
        running a grainy VIDEOTAPE of...

                            GIN
                  The auction. Where our client
                  bought the painting...

        INT. BRITISH COUNTRY ESTATE--DAY

        We see the Great Room of an English country estate. Perhaps
        a hundred attend.

                            GIN
                  Ashcroft Hall, Buckinghamshire,
                  four weeks ago.

        The tape PANS five PAINTINGS on the block. We recognize our
        REMBRANDT, the image of Bathsheba reading King David's letter
        as her attendants wash her feet.

                            GIN
                       (continuing)
                  Bathsheba reading King David's
                  letter...

        She hits a button. The view PULLS BACK to include the crowd,
        and FREEZES. One tiny section is circled. And BLOWS UP, so
        blurry as to be unrecognizable. Then, SNAPS to tight
        resolution. The image of...

                            GIN (O.S.)
                       (murmur)
                  Anyone we know?

        ...ANDREW MACDOUGAL, 60, face etched with character and
        worldly experience, lit by a twinkle behind the razor-keen
        gaze. Tall, wide shoulders, the build of an ex-sailor and the
        elegance of a diplomat.

        INT. WEBBER ASSURANCE--GIN'S OFFICE--DAY

        They stare at the image.

                            GIN
                  He marked the buyer, then stole
                  the painting a month later.

        Cruz doesn't want to agree too easily.

                            CRUZ
                  He goes to lots of auctions. He's
                  got his own collection.

        But she's winning him over.

                            GIN
                  Copies are copies. I know a
                  MacDougal when I see one.

        Cruz stares at her, comes to a decision.

                            CRUZ
                  I'll get in touch with London and
                  Geneva, get Europol and the ALR on
                  it.

        Cruz turns to go.

                            GIN
                  They've never caught him before,
                  what makes you think they'll catch
                  him now?

                            CRUZ
                  You got a better idea?

                            GIN
                  Yeah. Me.

        He takes her measure. She's serious.

                            GIN
                       (continuing)
                  We've got to catch him in the act.

                            CRUZ
                       (tell me something I
                        don't know)
                  Why didn't I think of that?

                            GIN
                  It's not the thinking of it, it's
                  the doing it.

                            CRUZ
                  With that computer--nobody better.
                  Out there...it's different. You
                  twisted your ankle stepping over
                  a curb on Madison Avenue.

        But we can tell he's thinking it over. He wants her to do it,
        doesn't want to let her have it too easily.

                            GIN
                  I've been following this guy for
                  years. I'm your best shot.

                            CRUZ
                  How would you approach him? Hello,
                  Mr. MacDougal, I'm Gin, would you
                  steal a painting with me?

                            GIN
                  I'd need an introduction. From
                  someone he trusts. Someone who
                  owes us a favor.

        Cruz is thinking.

                            CRUZ
                  That's doable.

                            GIN
                  And a target guaranteed to catch
                  his interest.

                            CRUZ
                  Which you have in mind.

        Of course.

                            GIN
                  He's on his way to London, right
                  now, for an auction of Chinese
                  art, one of his passions.

        He stares at her, flat, blank, maybe saying good-bye.

                            CRUZ
                  Make sure you check in.

        EXT. AUCTION ROOM, LONDON--SUNSET--HELICOPTER SHOT

        London in all its glory. The Thames River and its bridges,
        the gothic wonders along the water, the Christopher Wren
        elegance of Saint Paul's, taking us to the auction house and
        down into the street.

        A double decker bus WIPES screen, revealing a pair of woman's
        legs which head up the steps of...

        EXT. TATE GALLERY--LONDON

        The Woman enters the doors.

        INT. AUCTION ROOM, LONDON--SUNSET

        One vast pillared ROOM. Marble with crystal chandeliers. TILT
        DOWN from painted ceiling to where an AUCTION is in progress.
        A female AUCTIONEER takes bids from an international big-
        money crowd. PAN along row of buyers, including a formidable
        Chinese WOMAN with a dog, swivel round to...

        ...ANDREW MACDOUGAL in classic Savile Row. He's bidding on a
        6th century temple scroll, indicated only by subtle gestures
        with his program. Behind him, a woman steps into frame.

                            WOMAN'S VOICE
                       (from behind;
                        subtitled Chinese)
                  Don't do it...You're already over
                  value. By fifteen per cent...

        MacDougal doesn't turn. Just raises his program, ups the bid.

                            GIN
                       (subtitled Chinese)
                  Twenty per cent. You know what
                  they say about a fool and his
                  money...

        Mac turns very slowly. Sees Gin then. She's in a classic
        skirt and jacket, maybe with glasses, like an artist become
        an art dealer.

        His glance goes to his bidding RIVAL, a middle-aged Chinese
        woman who indicates bids with a Yorkshire Terrier, whom she
        holds in her hands. MacDougal raises back.

                            MAC
                       (leans back;
                        subtitled Chinese)
                  I have a question...

                            GIN
                       (subtitled Chinese)
                  Who am I?

                            MAC
                       (subtitled Chinese)
                  That is of no interest.

        And now he turns. Straight to her eyes.

                            MAC
                       (continuing;
                        subtitled Chinese)
                  Why are we speaking Chinese?

                            GIN
                       (English now)
                  Uh. I'm showing off.

                            MAC
                  A billion people speak Chinese.
                  Don't be too impressed with
                  yourself. As for that scroll, I
                  can resell it for double. In 30
                  minutes.

                            GIN
                  No you can't.

                            MAC
                       (oh?)
                  I can't?

                            GIN
                       (really sorry)
                  It's sold.

        Mac turns to see Madame Mao flushed with victory. He stares
        for a long moment, a philosophical veneer almost masking his
        anger. Then he stands up.

                            MAC
                  Are you a confederate of my
                  adversaries? Or are you just
                  stupid?

        HOLD on her. Gin's smile fades. Mac is gone.

        EXT. AUCTION ROOM--NIGHT

        Mac among the guests awaiting their cars, standing slightly.
        apart. From behind, a female throat clears. He closes his
        eyes for a beat. Then, turns.

                            GIN
                       (softly)
                  How about if I try humility.

                            MAC
                  How about if you try disappearing.

        His glance lifts beyond her shoulder. And walks off toward a
        silver Ferrari just pulling up. She goes after him, desperate
        to keep his attention.

                            GIN
                  That's a Ferrari.

        Tipping the valet. Sliding in...

                            MAC
                  My God, you're observant.

        Shutting the door. Driving away, leaving her standing there.

        EXT. HOTEL TERRACE--LONDON--LATER THAT NIGHT

        A classic English hotel with a summer terrace.

                            MAC (O.S.)
                  ...only it's not bloody football!

        Mac is having some single malt Scotch with ROKI, a Japanese
        businessman in a typical Saruman suit.

                            MAC
                  It's just that crap Americans call
                  'football', like you could call
                  your ass a blueberry scone and
                  have it be one.

        Roki nods seriously. Mac pulls out a leather cigar holder,
        pulls out a cigar, gestures to Roki.

                            MAC
                       (continuing)
                  Join me?

        Roki nods. Mac passes him the cigar holder.

                            MAC
                       (continuing)
                  Why'd you want to bring that
                  foolishness to Japan, you're just
                  pissing your investment down a
                  bungee hole.

        Flat against one side is an ENVELOPE, which Roki PALMS
        skillfully, slipping it seamlessly INTO his pocket as he
        withdraws a small MATCH BOX. He takes out one long cigar,
        lights up.

        ANOTHER ANGLE

        In the b.g. we see Gin enter. She sees Mac talking to Roki,
        takes a breath, walks toward them.

                            MAC
                       (continuing)
                  Seriously, Roki, put your money
                  into pharmaceuticals or
                  prostitution, something stable.

        Roki pushes the cigar holder and match box back toward Mac.
        Opening the box, Max sees one match and a small MICROCHIP
        fastened to the cardboard.

        Lights up. Slides the match box in his pocket.

                            MAC
                       (continuing)
                  Garbage, perhaps. Or industrial
                  plastics.

        Mac takes a satisfying puff, gathers his things. He's ready
        to go.

                            MAC
                       (continuing)
                  Wasn't there someone you wanted me
                  to meet?

                            ROKI
                  Yes...

        Roki looks around just as Gin arrives at their table.

                            GIN
                  Mr. MacDougal.

                            MAC
                  You're like malaria. Once you get
                  it, you can't get rid of it.

                            ROKI
                  This is--

        She holds out her hand to Mac.

                            GIN
                  Virginia Baker.

                            ROKI
                  The associate--I was telling you
                  about.

                            MAC
                  You're joking, surely.

                            ROKI
                  You know we have no sense of humor.

                            MAC
                  This woman's bad luck.

                            ROKI
                  For me, she's been very good luck.
                  Now if you two will excuse me...

        He toasts Mac with the last of his drink, picks up his cigar,
        and strolls away.

                            GIN
                  I'm sorry about the scroll, but
                  sometimes you have to lose to win.

                            MAC
                  Where did you hear that, one of
                  those American talk shows?
                       (to waiter)
                  Check, please.

                            GIN
                  I don't want to waste your time.

                            MAC
                  Then don't.

                            GIN
                  I have a proposal for you.

        He signs the check, glances at her, then looks her over,
        heels to hair.

                            MAC
                  Believe me, if you weren't so
                  tiresome, I'd have one for you.

                            GIN
                  Something of great value,
                  something of such artistic and
                  historic significance that only
                  you could truly appreciate...

        Mac makes a quick decision.

                            MAC
                  You have a car?

                            GIN
                  Uh, yes.

                            MAC
                  Meet me in front. Five minutes.

        He gets up and without a word, leaves.

        EXT. HOTEL--NIGHT

        The parking attendant pulls up in a typical rental car while
        Gin waits. Mac emerges in full stride, heads for the driver's
        side.

                            MAC
                  Get in.

        As Mac gets in, he deftly palms a RAZOR BLADE and slices the
        right leg of his trousers.

        A little flustered, Gin slips into the passenger seat.

                            GIN
                  This is a rental. You're not
                  authorized to drive it.

        Mac puts the car in gear.

                            MAC
                  Live dangerously.

        Mac drives away.

        INT. CAR--STREETS OF LONDON

        Mac driving in silence. Gin stealing glances at him. Suddenly
        and smoothly, he reaches down, and picks up...

                            GIN
                  That's my purse.

        He opens it. One eye on the road, he begins to rummage...

                            MAC
                  Just want to see who I'm with.
                  Can't be too careful...

        She SNATCHES the bag away from him, he GRABS it back, the car
        SWERVES LEFT and CRASHES VIOLENTLY into a parked car. ALARMS
        go OFF, a cacophony of horrific NOISE.

                            MAC (quietly)
                  Oh, dear.

        EXT. KOMITSU--NIGHT

        Mac and Gin are OUT of the car. Gin notices Mac's torn
        trouser leg and beneath it, what looks like blood on his leg.

                            GIN
                  My god, you're hurt.

        Mac looks down at the blood beneath the torn pants.

                            MAC
                  Seems I am.

                            GIN
                  I'll call an ambulance.

                            MAC
                  It's nothing serious. I'll just
                  run into that building. They'll
                  have some sort of first aid kit.

        Bystanders appear, as do the owners of the parked car. He
        LIMPS off toward the nearest building, a block-square 30-
        story skyscraper bearing the name KOMITSU. A crowd starts to
        form around Gin...

        Mac pulls a VISITORS ID badge out of his coat and pins it to
        the pocket as he strides toward the bUilding.

        INT. TOILET STALL--NIGHT

        We are inside an empty toilet stall. The door BURSTS OPEN,
        and Mac enters EAST, locking the door, hitting the STOPWATCH
        on his wrist, which begins counting at

        ZERO. He pulls UP his trouser leg, revealing a bloody gash,
        and RIPS the entire wound OFF, the rubbery prosthetic wound
        DANGLES, dripping its phony blood.

        Mac pulls a butterfly bandage stained with bogus blood from
        a bag strapped inside his coat, presses it on his leg, then
        FLUSHES the prosthetic DOWN the hole.

        He pulls off the VISITOR badge clipped to his lapel, and from
        a Ziploc bag slides a small sheet of plastic, which he
        PRESSES to the face of the badge, fitting perfectly, turning
        the badge into...

        ...an EMPLOYEE I.D. Quickly, Mac takes out the MATCH BOX from
        the hotel bar, and with a fine tweezers gently removes the
        MICROCHIP Roki passed him. He places it INSIDE the badge,
        activating it with a soft BEEP-BEEP.

        Mac looks up at the ceiling, where he sees a large air
        conditioning vent.

        INT. PREP ROOM--NIGHT--MOMENTS LATER

        Dimly lit. Full blue and white clean suits with hoods and
        booties hang on racks all around the room.

        An ENGLISHMAN puts on a clean suit.

        INT. VENT ABOVE--SAME

        Inside a large air conditioning duct, Mac slides telescopic
        mirror through vent. In the mirror sees the Man walk over to
        heavy sliding air-locked door and push a large red plunger
        with the pair of his gloved hands. The doors to one of two
        CONTAMINATION ROOMS hiss open. Man enters.

        INT. PREP ROOM--NIGHT

        Mac drops down into the room. He moves swiftly to put on a
        clean suit. Two JAPANESE MEN enter before Mac has finished.
        They are talking in Japanese. Mac rips open tinted safety
        glasses, slips on rubber gloves and face mask, and then turns
        to the Japanese.

        One of them points to Mac and speaks in English in a rough,
        accusatory way.

                            JAPANESE MAN
                  What are you doing?

                            MAC
                  My job, honorable supervisor.

        The Japanese Man gestures, tuck in your mask. And in fact,
        Mac's mask isn't quite tucked in.

        Mac tucks in his mask.

                            MAC
                       (continuing)
                  Domo arigato.

                            JAPANESE MAN
                  Quality is everyone's
                  responsibility.

                            MAC
                  You are absolutely correct.

        Mac bows. The Japanese Man bows back. Mac turns to approach
        the red plunger as the Japanese Men mutter something
        derogatory in Japanese to themselves. He pushes the plunger.

        INT. DECONTAMINATION CHAMBER--NIGHT--SAME

        Mac enters a small square chamber. The door closes with the
        hiss of an air lock.

        A female recorded voice purrs safety instructions while Mac
        is bombarded by an air shower of green, yellow and white
        chemical spray and a pulsing wash of UV light.

        An OUTTAKE GRATE begins to suck the colored gas back out of
        the chamber. Mac removes the grate, follows the billowing gas
        into the vent, then replaces the grate from the other side.
        The chamber doors open. We see into the Laboratory.

        INT. LABORATORY--NIGHT--SAME

        Technicians in clean suits manipulate large etching machines
        while others scrutinize the resulting chip-lined silicon
        black wafers with microscopes.

        Once they are cleared, the wafers are returned to cassettes
        in a large clear plastic boat. A technician picks up the
        plastic boat and walks with it toward a conveyor belt,
        noticing as he goes that the decontamination chamber is
        empty. Odd. But there is work to do. He sets the large boat
        into its seat on the conveyor belt.

        The boat of wafers disappears through the wall.

        INT. CHIP PROCESSING ROOM--NIGHT--CONTINUOUS

        The boat emerges through the wall. The belt takes it through
        a series of baths where it is gently washed to hyper clean it.

        Above the belt the ceiling is crisscrossed with large
        ventilation ducts. Suddenly, from inside one of the ducts, a
        scalpel slices through the heavily reinforced vinyl.

        Mac emerges and slides through, dropping down beside the
        conveyor belt. He glances at watch. Colored gas begins
        leaking through the incision. Mac gently waves the cloud of
        gas toward...

        ...a row of sensors marked GAS DETECTION.

        Mac positions himself on the conveyor belt directly behind
        the large boat. The belt carries him through a vacuum lock
        into a room filled with red gas. DANGER ARGON GAS a sign
        reads.

        Mac THROWS back his hood, YANKS out his mini oxygen pouch,
        fits the slender forked breathing tube into his nostrils, and
        slips on thick round infrared GOGGLES. No time to lose...

        INT. CONVEYOR TUBE--NIGHT

        The conveyor TUBE, a horizontal Lexan cylinder three feet in
        diameter, filled with billowing red gas. Mac stretches out on
        his belly, glancing up to where the clear conveyor belt, with
        its cargo of microchips, runs along just above his bead in
        eerie red light. He begins to...

        ...shimmy, crawl, squirm along the length of the tube. Gas
        too thick to see the end. He is agile as a commando, hauling
        ass, faster, HARDER...

        INT. MICROCHIP VAULT--NIGHT

        A black chamber. We can scarcely make out the rows of
        shelving, the air purifying equipment, the conveyor belt
        entering through its air lock, as two FIGURES IN CLEAN SUITS
        stack the chips on shelves.

        INT. CHIP PROCESSING ROOM--NIGHT

        The gas streaming from the incision Mac made in the
        ventilation tube swirls around the sensors, which flash red
        and trigger ALARMS through the building.

        INT. MICROCHIP VAULT--NIGHT

        The ALARM sounds in the vault. The two men immediately
        evacuate, just as, through the gasket...

        ...Mac TUMBLES into view, swinging himself neatly DOWN to the
        floor, and in a single motion, he is already FLASHING a neon-
        green pen light along the shelves of microchips. He's looking
        for something special. Not this row. Not that one...

        ...he's found it. A single row, 35 chips, not black like the
        others but copper-colored.

        Mac whips out a coiled strip of shiny black SATIN CLOTH.
        Three feet long, little more than an inch wide. Carefully,
        Mac lays the strip down directly OVER the row of microchips.
        And when he lifts it UP again...

        ...the chips have ADHERED to the underside of the cloth. In
        one deft SNAP of his wrist, he COILS the cloth again, like a
        yo-yo. Turns to leave, and...

        Tosses a small SACK of something where the chips used to be.
        TIM'S CASCADE BRAND POTATO CHIPS. SEA SALT AND VINEGAR FLAVOR.

        EXT. MICROCHIP VAULT--NIGHT

        Mac exits out into a highly secure hall lined with NO ENTRY.
        SPECIAL CLEARANCE REQUIRED signs. But the narrow hall is now
        filling with a few employees in clean suits evacuating their
        stations.

        He quietly blends in. A man in a clean suit turns to him.

                            MAN
                  Second bloody time this week. I
                  thought these Nips had their act
                  together.

        Mac says something in Japanese that sounds exactly like what
        the Japanese men had said earlier.

                            MAN
                       (continuing)
                  Sorry, Mate. Nothing personal.

        Mac shakes his head, walks on.

        EXT. KOMITSU--NIGHT

        Mac emerges in his white clean suit, quite near to where Gin
        is still dealing with the messy confusion of the traffic
        accident. She doesn't notice him.

        He walks past her, takes off his hood, and hails a taxi.

        INT. HOTEL CORRIDOR--LATER THAT NIGHT

        Gin comes down the hall, upset. Knocks on a door.

        INT. HOTEL--MAC'S ROOM--NIGHT

        Mac comes to the door, opens it for Gin.

                            GIN
                  You disappeared.

                            MAC
                  You seemed to be handling
                  everything quite nicely.

                            GIN
                  Are you...okay?

                            MAC
                  It was only a scratch. Far more
                  damaging to my trousers than to me.

                            GIN
                  That's good. Terrific.

        But she's still upset.

                            MAC
                  You're upset about your car. Leave
                  the bill at the front desk and.
                  I'll take care of it. Goodnight.

        He starts to close the door. She stops the door.

                            GIN
                  I don't care about the damned car.
                  My luggage's been stolen.

                            MAC
                  You're joking.
                       (beat)
                  You can't trust anyone these days.

        He seems genuinely concerned. He opens the door.

                            MAC
                       (continuing)
                  Come in.

        She enters, paces, upset.

                            MAC
                       (continuing)
                  Have a drink.

        He drops some ice in a glass.

                            MAC
                       (continuing)
                  Have you called security?

        Pours in some whiskey from the hotel decanter.

                            GIN
                  Yes. But they don't have a clue.
                       (beat, takes a drink)
                  Why would anyone steal my luggage?

                            MAC
                  Maybe the thief thought you had
                  something valuable. You are in the
                  business, that's what Roki says.

                            GIN
                  Like I would have art in my
                  suitcase.

                            MAC
                  Of course you wouldn't. The
                  Rembrandt wouldn't fit.

                            GIN
                  Excuse me?

        He's knocked her off balance.

                            MAC
                  Only the most famous painting
                  stolen in years. If you don't keep
                  up on your craft, you'll miss all
                  the jokes.

        She looks at him for a moment, at the pirate's smile.
        Nervous, she tries to get down to business.

                            GIN
                  Speaking of our craft, I would
                  like to talk to you about
                  the...matter of business.

        He considers her with an unsettling, dissecting gaze.

                            MAC
                  You know, if you did a few simple
                  things to your appearance, you
                  could be reasonably attractive.

        He comes closer, smiling. She reaches into her bag. He's
        enjoying himself.

                            GIN
                  I've got something...

                            MAC
                  I sincerely hope so.

        He gently stops her hand from rummaging in her bag. He's
        enjoying himself.

                            GIN
                  You're not taking me seriously.

                            MAC
                  Oh, I'm taking you...quite
                  seriously.

        He's close now, really close. He's definitely the kind of man
        your mother warned you against.

                            GIN
                  Well, uh...

        And in spite of herself she's flustered.

                            GIN
                       (continuing)
                  I didn't expect you to be so...

                            MAC
                  So what?

                            GIN
                  So alive.

        This amuses him.

                            MAC
                  They still take me down from the
                  wall every now and then.

        This is getting out of hand. She breaks the spell and heads
        for the door.

                            GIN
                  I have to go.

        Mac grabs his coat.

                            MAC
                  So do I. I'm checking out.

        Yet again his unpredictability throws her off balance. He may
        beat her out the door. She holds the door shut.

                            MAC
                       (continuing)
                  Do you mind?

                            GIN
                  You...you can't.

                            MAC
                  Of course I can. I have a note
                  from mother.

        She stands by the door and takes another drink, but her hand
        is shaking. The ice cubes rattle.

                            MAC
                       (continuing)
                  You're shaking. Are you nervous?

                            GIN
                  No. Why would I be?

                            MAC
                  Because you young Americans think
                  the world began when you were
                  born. You fall apart when you
                  don't get your own way.

        A look passes across her face. There's only one way she'll
        keep him here. Besides, he is pretty damn hard to resist.

                            GIN
                  I don't really like people my own
                  age.

        She has turned to stare at him. No trembling now. And she
        most definitely hasn't fallen apart.

                            MAC
                  That's convenient. I'm old enough
                  to be your grandfather.

        She smiles at him.

                            GIN
                  My father.

        Without taking her eyes off him, she leans back and starts to
        close the door.

                            MAC
                  Hmmm. That at least keeps it in
                  the family.

        And the door closes in our face.

        INT. HOTEL--MAC'S ROOM--DAY--NEXT MORNING

        We hear the sound of the shower. Dressed in a bath robe, Gin
        is going through Mac's luggage. The shower turns off. She
        closes his luggage, rushes over, pours herself a cup of
        coffee.

        He emerges in a robe. She smiles at him and picks up her
        purse.

                            GIN
                  I've got something for you.

                            MAC
                  Oh, that's quite all right. No
                  charge.

        She tries not to grin, she's serious now. She pulls an
        envelope out of her purse.

                            GIN
                  It's the job I was telling you
                  about.

        His face clouds over. Not the job again.

                            MAC
                  And I thought we were getting on
                  so well.

                            GIN
                  We were, we are, but this is
                  perfect for you.

                            MAC
                  Not interested.

        He turns away from her and opens the closet.

                            GIN
                  But...but we--

        A part of her thinks that sex sealed their deal. And the
        implication makes him brusque.

                            MAC
                  Are you under the impression that
                  now I'm in some way obligated to
                  you?

                            GIN
                  Well, no...but...

                            MAC
                  Good. I'll call the concierge.
                  They can get you a new room, book
                  your flight home, so forth.

        He begins putting on his pants. She chokes back a sob. He
        turns and sees her, sitting absolutely still, her eyes wet
        with frustration.

                            MAC
                       (continuing)
                  For God's sake.

                            GIN
                  I'm sorry. This just means so much
                  to me.

        She tries to wipe her eyes with her sleeve.

                            MAC
                  I'll give you one minute.

        She pulls a PHOTOGRAPH out of the envelope. It's a haunting
        GOLDEN MASK with diamonds for tears and rubies for lips.

                            MAC
                       (continuing)
                  The Empress Death Mask.

                            GIN
                  The most important piece of
                  Chinese art outside of China.

        He stares at it, so many thoughts, so many levels he connects
        to it.

                            GIN
                       (continuing)
                  Somewhat better than that temple
                  scroll you were bidding on.

                            MAC
                  That old pirate Chiang Kai Shek
                  personally took this to Taiwan
                  when he was run out of China in
                  1949. Peking would dearly love to
                  have this back...

                            GIN
                  I suspected it might be worthy of
                  your interest.

                            MAC
                  It's not for sale.

        But he can't take his eyes off it.

                            GIN
                  I know.

                            MAC
                  So you've heard all those stories
                  about me.
                  Well, I can assure you they're not
                  true. And if they were true, I've
                  retired.

        He tosses the photograph of the Mask aside.

                            GIN
                  But Roki said--

                            MAC
                  Roki has a vivid imagination.

                            MAC
                       (continuing)
                  Besides, if I lacked certain
                  ethical scruples about the
                  ownership of property--which I do
                  not--I wouldn't need a partner,
                  much less a callow girl. I'd do it
                  myself.

                            GIN
                  You can't.

                            MAC
                  Oh?

                            GIN
                  It's only on exhibit at the
                  Queen's Museum this month. Even if
                  you could get into the museum, the
                  Mask bas its own security system.
                  A special, randomly programmed
                  interval code.

        Mac stares at her.

                            GIN
                       (continuing)
                  To which I have the key.

        She smiles sweetly, puts the envelope back in her purse,
        stands up.

                            GIN
                       (continuing)
                  But you're not interested.

        She heads for the door. Mac thinks for a moment.

                            MAC
                  I need an hour.

        She smiles. The fish is hooked.

                            GIN
                  We going somewhere?

                            MAC
                  Possibly.

                            GIN
                  Maybe I should drive this time.

                            MAC
                  Maybe you should go buy yourself
                  some clothes.

        And he points her out the door and closes it behind her.

        EXT. HOTEL--NIGHT

        Mac gets into his Ferrari. Gin is dressed in a tourist
        sweatshirt, pants and running shoes--the sort of clothes
        you'd find in a hotel gift shop. Mac takes in her clothes.

                            MAC
                  Very nice.

                            GIN
                  Not a word.

        EXT. LONDON--DAY--HOUR LATER

        They pull up to Borough Market, a glass and iron roofed
        Dickensian jumble of stalls, stores, warehouses, and all-
        night pubs. Trains rumble overhead. The streets are narrow
        and cobblestoned. Delivery trucks pull up with huge rounds of
        cheese, fish, vegetables, clothes, etc. We see mimes,
        jugglers, street artists, the feel of an urban fair.

        Gin can't believe what Mac has just told her.

                            GIN
                  You want me to pick up a painting?

                            MAC
                  Quite a good one. A Monet. Not
                  major, but it is Giverney.

                            GIN
                  I'm not here to run errands. I'm
                  here for the Mask.

                            MAC
                  If I can't trust you to pick up a
                  painting, how can I trust you
                  about the Mask?

        She stares at him.

                            GIN
                  It's a test.

                            MAC
                  That's my girl.

        She's all business now.

                            GIN
                  Fine. What do I do?

                            MAC
                  It's simple. You pick up the
                  painting, you pay for it with this
                  debit card.

        He hands her a debit card.

                            GIN
                  How much am I paying?

                            MAC
                  I'm paying...one point five
                  million and change. I hate round
                  numbers.

        He hands her a Star Tac phone.

                            MAC
                       (continuing)
                  Stay in touch.

        EXT. BOROUGH MARKET--DAY

        Gin passes through the maze of people. Among them, we see an
        African braiding hair. A man chopping heads off fish.

        Businessmen in pin striped suits, carrying umbrellas and the
        Financial Times while they eat fish and chips. Everything
        looks innocent and ominous. As the African braiding hair
        reaches up to twist a braid, we see the muzzle of a bungee
        mounted beneath his robe/vest.

        Gin has the phone to her ear.

                            MAC
                  In front of you is a small
                  warehouse. Go inside. Ask for Haas.

        She enters a small warehouse.

        INT. CHEESE FACTORY--DAY

        Tall glass windowed walls opening into the market. Everywhere
        are huge rounds of cheese, some in vats of milky water,
        others hung from ceilings. Not exactly the place you'd expect
        to find a Monet.

        Two MEN are at the counter in front. They gesture her to the
        back, up the stairs to a room overlooking the vats.

        INT. CHEESE FACTORY--DAY

        Gin enters the office where HAAS works over some figures.

                            HAAS
                  You got the card?

                            GIN
                       (trying to be cool)
                  You got the merchandise?

                            HAAS
                  Merchandise? You mean the painting?

        He lifts up a wrapped painting from behind his desk. He holds
        out his hand for the card.

                            GIN
                  Unwrap it.

        He tears off the brown wrapping. It is a painting. It could
        be Monet.

                            GIN
                       (continuing)
                  Okay...now bring me the real one.

                            HAAS
                  This is as real as it gets, lady.

        The phone rings.

                            MAC
                  Have you made the transaction?

        She turns away from Haas, whispers.

                            GIN
                  It's a fake.

                            MAC
                  Give him the card.

                            GIN
                  But--

                            MAC
                  Can you follow simple directions?

        She gives Haas the card. He swipes it through a card reader.

                            MAC
                       (continuing)
                  Pick up the painting.

        She picks it up.

                            GIN
                  I'm telling you it's a forgery.
                  The paint's still wet for God's
                  sake.

                            MAC
                  Look on the back. What do you see?

        On the back is a tiny black film case.

                            GIN
                  A film case.

                            MAC
                  That's what you're buying. Put it
                  in your pocket.

        She does. Haas looks up from the reader. He's not happy.

                            HAAS
                  It's declined. What are you
                  pulling on me?

        Gin swallows, nervous, holds up her hand--just a minute--
        talks into the phone.

                            GIN
                  He says they turned the card down.

                            MAC
                  Damn, I knew I forgot something.

                            GIN
                  Not funny.

        It's not. It's very scary. Haas is not a man to fool around.

                            GIN
                       (continuing)
                  What the hell do I do now?

                            MAC
                  Up to you. You could tell him the
                  check is in the mail.

        He hangs up.

                            GIN
                  Mac--Mac!

        We hear a dial tone. She recovers, smiles at Haas.

                            GIN
                       (continuing)
                  Run it again. There's obviously a
                  mistake.

        Haas looks skeptical, but he swipes it again.

                            HAAS
                  There better be no mistake.

        His tone is hard and flat and menacing. Gin smiles as she
        studies the painting.

                            GIN
                  I'm so sorry to have doubted you.
                  This painting is obviously
                  genuine. Only Monet could do water
                  lilies like this. See?

        He looks up from the machine just as she SMASHES the painting
        down on his head. Then she's down the stairs on the run.

        INT. CHEESE FACTORY--DAY

        Gin runs out as Haas emerges, yelling to the MEN to stop her.
        One of the men heads for Gin, the other talks into his wrist
        as if on a radiophone. Gin dodges through the cheese and...

        EXT. BOROUGH MARKET--DAY--CONTINUOUS

        Her way blocked to the right by BADGUY1, runs left toward
        Borough Market.

        EXT. BOROUGH MARKET--DAY

        Parked next to Borough Market cafe, Mac is reading the paper
        and listening to music. He looks up and sees Gin escape up
        the road away from him. He pulls out and turns left into Park
        Street and races away under railroad bridge.

        EXT. BOROUGH MARKET--DAY

        Gin runs into Stoney Street, then turns right as BADCAR1
        blocks her. BADGUY2 and BADGUY3 leap out of car.

        Facing her now is BadGuy2, the African who was braiding hair.
        He has the SK, but she runs through the covered area of
        market. BadGuy2 follows her. BadGuy3 goes up alley into
        market to try to cut her off.

        Gin runs down one row of stalls and up another. It's a maze.
        She's lost. She turns into an alley. Confronted by BadGuy1
        coming up the alley, she turns back but is blocked by
        BadGuy3!!

        Trapped! Gin dives through a market stall filled with poultry
        hanging on hooks and fruit, leaps onto pallettes and jumps
        over the fence, BadGuys1,2,3 in pursuit, struggling to follow
        her through the market crowds. BadGuy1 jumps the fence,
        yelling-to his cohorts.

                            BADGUY1
                  Get the car! Cut her off!

        They head back for the car.

        Gin runs, desperate, with BadGuy1 right after her. Suddenly
        BADCAR2 screeches up. BADGUY4 jumps out of passenger side,
        joins chase!

        Gin runs past columns and into tunnel, but at the end is a
        grill gate. Locked.

        She rattles it just as Mac's Ferrari pulls up on the other
        side of the fence.

        BadGuy4 grabs Gin but with surprising presence of mind she
        stomps on his instep, then on his knee, knocking him down.

                            MAC
                  Back up the tunnel! Turn right!

        Mac roars away as Gin turns and runs back up tunnel.

        BadGuys2,3 pick her up as she exits the tunnel, chase her
        through the market toward Winchester Walk.

        EXT. BOROUGH MARKET--DAY

        Gin bursts through the gateway onto the road. Mac's Ferrari
        pulls up sharp, almost knocking her over.

        He opens the door. She jumps in, out of breath, furious.

                            GIN
                  What the hell was that?

                            MAC
                  Not bad. I didn't expect you to
                  make it out.

                            GIN
                  You what--?

        BadGuy2 comes around the column. BLAM! Fires a shot which
        dings into the Ferrari door.

        Mac steps on the accelerator and guns the Ferrari up a narrow
        alley.

        MAC swivels wheel, turns left -- guns ahead, leaving pursuing
        GUYS behind, but BadCar2 blocks exit. Mac hits the brakes.
        Gin is thrown hard against the seat belt.

                            MAC
                  You get the film?

        Gear change, Reverse. She nods, then is thrown back against
        the seat. Mac powers his way through WINCHESTER SQUARE.
        BadCar1 screams toward them, screeches into a 360 and gives
        chase.

                            MAC
                       (continuing)
                  It's the complete plans to the
                  Queen's museum, security system,
                  everything.

        She stares at him. BadGuys fire! Blam! Taking out Ferrari
        tail-lights. Mac races forward, confronted by a TRUCK pulling
        out of an alley. Mac slams on brakes!

        BadCar1 swerves to a stop, BadGuys leap out. Mac slams into
        reverse!

                            MAC
                       (continuing)
                  Congratulations.

        His foot goes down. Wheels spin. Heads straight for wire
        cage, then -- Blam!! through wire, uprooting posts. Then --

                            MAC
                       (continuing)
                  I'm on board.

        Blam!! through second wire, out onto --

        EXT. BOROUGH MARKET--STREETS--DAY

        People scatter as we REVERSE through market place toward
        concrete pillars. Mac screeches to a halt just before
        crashing into them.

                            GIN
                  Terrific.

        MAC changes gears, Ferrari screeches past flea market stalls
        as BadCars1 and 2 pursue.

                            MAC
                  So how'd you get in the business?

        Mac careens into WINCHESTER WALK, BadGuys are hot in pursuit.
        At junction of Winchester Walk and Stoney Street, Mac swerves
        under RAILROAD BRIDGE. BadCars slam into each other!
        Battered, BadCar 1 screams on.

                            GIN
                  My father--

        Gin is thrown from side to side as Ferrari races on. Above,
        on railway line, TRAIN roars past, whole ground shakes.

        Over by TRUCK, CARS rev up. Tires burn. Hot pursuit, after...

        EXT. BOROUGH MARKET--STREETS--DAY

        Zooom! Down narrow street, just wide enough for single
        vehicle. Mac sees delivery truck being unloaded by FORKLIFT,
        dead ahead!

                            GIN
                  My father went to prison.
                  Embezzlement.

        The Ferrari does a 225 degree spin and heads down street,
        BadCar1 right behind.

        The Ferrari races toward us, BadCar1 chasing fast
        behind. Like a chess game. Move and counter-move. As...

        Veering round a corner, Mac races with BadCar 1 racing right
        behind. MAC smiles.

                            MAC
                  So you learned at Daddy's knee.

        MAC's hands on wheel. Light touch. Hand on gear. Feet on
        pedals. Hand to eye--that gleam. Of instant reactions, fueled
        by an adrenaline buzz, as...

        EXT. BOROUGH MARKET--NARROW STREETS--DAY

        Mac and Gin's Ferrari zig-zagging down street, mounting curb--

                            GIN
                  I learned not to get caught.

        MAC screeches faster past PRISON MUSEUM. By ANCHOR PUB, we
        see Mac race toward us with BadCar1 behind. Mac goes around
        corner, seeing SOUTHWARK BRIDGE in b.g.

        EXT. LONDON BRIDGE--TRANSITION

        Mac roars across London Bridge still pursued by BadCar1.

        EXT. LONDON STREETS--DAY

        Mac steers Ferrari out onto wider open roads, where, he can
        finally zoom ahead. BadCar1 still pursuing, but falling back,
        driver talking on radio. A MOTORCYCLE suddenly appears out of
        a narrow alley!

                            GIN
                  Motorcycle.

                            MAC
                  Got it.

        Mac heads left onto FREEWAY RAMP, has to slow. BadCar 1 pulls
        alongside. BadGuy inside readying Gun. Mac accelerates. Blam!
        The Ferrari rear window shatters!

        EXT. FREEWAY--DAY

        Rear window out, the Ferrari is chased down the freeway, the
        Motorcycle weaving/in and out right behind!

                            GIN
                  That's why I came to you.

        Mac checks mirror, foot down. MOTORCYCLE tries to close gap.

        EXT. ROAD--DAY

        ...Just as a CAR cuts sideways across in front of Mac, at
        last possible instant Mac swerves and descends down into
        APPROACH TUNNEL.

                            GIN
                  You always get away.

        EXT. /TIMER--APPROACH ROADS--DAY

        The Ferrari catches up to traffic going into tunnel. BADVAN
        pulls up alongside Mac. The doors slide back, revealing
        BADGUYS with guns!

        Mac jerks the Ferrari hard right, across the divider, enters
        TUNNEL AGAINST TRAFFIC!

                            GIN
                  It's one way.

                            MAC
                  We're only going one way.

        BadVan misses cutoff, roars harmlessly into tunnel. But the
        Motorcycle leaps into the lane after Mac, guns it, screams up
        right on his tail!

                            MAC
                       (continuing)
                  Some people just can't take a hint.

        Inside tunnel, one long blind concrete corner. Orange lights
        glare down. At max speed, Mac and Gin's Ferrari zooms down,
        meets a BUS coming toward him in left lane! Mac swerves to
        the right, narrowly missing bus!

        But then a huge semi TRUCK, filling the tunnel, hurtles
        straight toward them, the driver pumping the HORN.

        The monster TRUCK fills the screen. The tunnel's walls
        suddenly seem so tight, so small.

                            GIN
                  We're going to die, aren't we...

                            MAC
                  I'm not the one to ask...

        Huge truck wheels, giant gleaming chrome bumpers, coming
        right at them. No room, nowhere. They zoom towards certain
        death. Grimly determined, Mac SLAMS foot to floor.

                            GIN
                  Not a good idea.

        As they get CLOSER. And CLOSER. Huge truck, all iron and
        steel; tiny Ferrari, flimsy aluminum and plastic. Just as
        they are about to hit, MAC spins wheel, Ferrari veers to
        left, MOUNTS some stairs along the tunnel WALL, just as TRUCK
        accelerates forward, and...

                            GIN
                       (continuing)
                  Shiiiiitttt!!

        PUSHES CAR UP ONTO ITS SIDE...PINNING CAR BETWEEN TRUCK AND
        WALL...FERRARI HAS TO SCRAPE THROUGH...

        Screeeccchhh!! Ferrari's sleek body BUCKLES and SCRAPES past
        as TRUCK presses up. Both truck and car slow down, until as
        the TRUCK pushes past in a storm of noise and sparks --

        Woomph!! Mac's Ferrari DROPS, WHAMS onto SIDE, and...

        Screeeeechhh!!! Skitters along on its side, the road flashing
        past Gin's window. MAC turns wheel, and...Whamm! Ferrari
        flips over, wheels tilt, car THUMPS onto ground, wheels GRIP
        tarmac. Up ahead, the end of tunnel...

        OPENS UP before them. And...Swoooosssh! Out other side. A few
        yards later. Stunned, grateful to be alive, GIN looks over.
        Deadpan.

                            GIN
                       (continuing)
                  Why the rush?

        Mac doesn't skip a beat. Straight back.

                            MAC
                  We have a plane to catch.

        Oh. Yeah. That explains it.

                            GIN
                  What about your bags?

                            MAC
                  I never carry...baggage.

        As...ZOOM Ferrari disappears round corners, into the
        labyrinth of city streets.

        EXT. HELIPORT--DAY

        The Ferrari pulls up to a private heliport. A state of the
        art Helicopter waits on the tarmac.

        Mac gets out, pops the tiny trunk. There's a bag inside.

                            MAC
                  Speaking of baggage, you'll find
                  some clothes in here.

        Gin opens the zipper, pulls out some clothes in astonishment.

                            GIN
                  Those are my clothes.

                            MAC
                  Certainly not mine. Come on.

        He picks up the bag and steers her toward the waiting chopper.

                            GIN
                  You stole my luggage? You--

                            MAC
                  I'm a thief. Sue me.

                            GIN
                  Where's my bag?

        He stops at the steps of the helicopter.

                            MAC
                  When you were dealing with the
                  wreck of your rental car...I did
                  a little job. Thirty five
                  prototype copper microchips,
                  value, one million each.

        He waves to a mechanic who is checking out the rotors.

                            MAC
                       (continuing)
                  Your bag is in Hotel Security,
                  with ten of those chips inside. An
                  anonymous phone call, your rental
                  car at the crime scene, it's not
                  a pretty picture.

        Gin can't believe this.

                            GIN
                  That's entrapment.

                            MAC
                  No. Entrapment is what cops do to
                  robbers.

        His flat hard eyes.

                            MAC
                       (continuing)
                  And blackmail is What robbers to
                  do schmucks.

        He heads her up the steps of the chopper.

        He sits in the pilot's seat. She sits down beside him, a
        stunned look on her face.

                            GIN
                  I don't believe this.

                            MAC
                  What's your problem? I'm doing the
                  job.

                            GIN
                  What's my problem? You want a list?

                            MAC
                  You really don't believe I'd take
                  on a partner after all these years
                  without a little...insurance?

        He doesn't linger on the word at all, but she hears it. The
        Mechanic is signaling to Mac outside the cockpit.
        Everything's okay.

                            GIN
                  Where are you taking me?

        Mac picks up the headphones.

                            MAC
                  I hope you're not one of those
                  women who have to know every
                  little detail. Fasten that seat
                  belt.

        He puts on the headphones, shutting her out. He presses a
        button. There's a jet-like sound. The rotors start gently to
        turn.

                            GIN
                  I hope you don't fly like you
                  drive.

        The rotors turn faster. Mac lifts the helicopter up, and it
        flies away.

        EXT. SAFEHOUSE--NIGHT

        A helicopter light searches in the darkness, picking out the
        deer running across a heath and then the walls of a large
        house, the reflection of a pool, and finally, a large green
        lawn.

        The helicopter settles down on the lawn.

        EXT. SAFEHOUSE--FRONT DOOR--NIGHT

        Mac and Gin walk up to the front door. We see the helicopter
        in the b.g. He carries the bag from the trunk.

        She's looking around with a professional eye.

                            MAC
                  Lose something?

                            GIN
                  I'm just curious what sort of
                  security system you'd have in your
                  own house.

                            MAC
                  And--

                            GIN
                  I'm impressed. Can't spot a thing.

                            MAC
                  Hmmm. I'd be surprised if you
                  could.

        He turns the knob and walks in. No, key, no code, no nothing.

        INT. SAFEHOUSE--ENTRY HALL--NIGHT

        She follows him in disbelief into an entry hall.

                            GIN
                  Nothing? You don't even lock the
                  door?

                            MAC
                  I guess I have a more optimistic
                  view of human nature than you do.

        He leads her down the hall.

                            GIN
                  Meaning, no one would dare rob you.

        INT. SAFEHOUSE--LIVING ROOM--NIGHT

        They walk through a comfortably furnished living room
        decorated with restraint and taste. On the walls are only a
        few classic paintings. A Turner. A regimental banner from a
        Scottish regiment. Every item reveals a piece of Mac's life
        and who he is.

        Mac is purposeful, Gin lingering, looking at everything.

                            MAC
                  Let's keep moving, shall we?

        INT. SAFEHOUSE--GIN'S ROOM--NIGHT--MOMENTS LATER

        He sets her bag down on the bed in a guest room decorated
        with neutral colors and lined with bookcases bulging with old
        books, all of which look read.

                            MAC
                  Good night.

        He turns to go.

                            GIN
                  Wait...

        She comes closer to him.

                            MAC
                  Yes?

        He's all business.

                            GIN
                  Why are we in separate--you know,
                  separate rooms?

                            MAC
                  My job, my rules. We've got a job
                  to do. No mixing business and
                  pleasure.

        She thinks about that.

                            GIN
                  Too bad. Good casual sex is so
                  hard to find these days.

        He looks at her for a moment. Straight into her eyes.

                            MAC
                  No, what's hard to find is someone
                  you truly want to be with. Even
                  for a while.

        An admission he probably shouldn't have made. Which he covers
        with...

                            MAC
                       (continuing)
                  Breakfast at six. We've got a lot
                  to do.

        EXT. SAFEHOUSE--POOL--EARLY MORNING

        Mac is swimming laps in the gray early morning light. Gin
        appears, dressed comfortably, no-nonsense.

        She watches Mac swim for a moment as she takes in the
        grounds: the English garden, the hedges, the green lawn
        stretching down to the sea. A tall windmill by the ocean.

        Mac sees her and gets out. He throws on a towel robe.

                            MAC
                  You're late.

                            GIN
                  I'm dressed.

        She pointedly looks at his robe.

                            GIN
                       (continuing)
                  And good morning.

                            MAC
                  Good morning.

                            GIN
                  Nice spot.

                            MAC
                  It is.
                       (beat)
                  Coffee and fruitloops or whatever
                  you eat in the kitchen. We'll
                  start in twenty minutes.

        He heads away. She enters the house.

        INT. SAFEHOUSE--KITCHEN--DAY

        She finds a pot of coffee already brewed. Cups, milk, sugar
        all set out. Croissants. Scones. Boxes of American cereal.
        She opens the refrigerator. It's full. Everything neatly
        arranged. No sign of anyone else.

        She pours herself a cup of coffee.

        INT. SAFEHOUSE--LIVING ROOM--DAY

        Coffee cup in hand, she snoops in the living room. Staring at
        some old photographs. Studying the paintings.

        ANOTHER ANGLE

        Mac enters quietly, watches her for a moment as she picks up
        a book, looking for an inscription, any clue to who this man
        is.

                            MAC
                  Had your coffee?

        Embarrassed, she puts down the book.

        INT. SAFEHOUSE-PLANNING ROOM--DAY--MOMENTS LATER

        Long tables, specially designed hooks and bins for gear,
        large bulletin boards to tack things to, a couple of
        computers, various monitors and bits of electronic equipment.
        Mac pulls out a folder of photographs and plans and begins
        putting them up on the wall.

                            MAC
                  The Museum.

        An immense English country house set in beautiful gardens. He
        tacks up close up photographs.

                            MAC
                       (continuing)
                  I know it well.

                            GIN
                  As I recall, you've robbed it
                  before.

                            MAC
                  Years ago, if memory serves. When
                  does the exhibit end?

                            GIN
                  In a week.

        This is not good news.

                            MAC
                  Only a week?

                            GIN
                  They're having a farewell party
                  the last night. Before the Mask
                  goes back to Taiwan.

                            MAC
                  That's when we'll do it. And we'll
                  need every single day.

        He points to the battlements.

                            MAC
                       (continuing)
                  I went in and out over the wall.
                  He thinks for a moment.

                            MAC
                       (continuing)
                  Which means they would have
                  covered that by now. So...the
                  tunnel.

        He points to a photo of a lake spanned by a bridge leading to
        the museum.

                            MAC
                       (continuing)
                  When this was built Cromwell's
                  roundheads had a nasty penchant
                  for storming castles, drawing and
                  quartering the cavaliers, so forth.

        It's not a pleasant thought.

                            MAC
                       (continuing)
                  So the Duke dug a tunnel--just in
                  case. They made the lake a hundred
                  years later. Flooded the tunnel.

                            GIN
                  We go underwater?

        She doesn't like that idea.

                            MAC
                  We? Are you implying that I'm
                  taking you inside?

                            GIN
                  We're doing this together. We're
                  partners.

                            MAC
                  Precisely. You give me the Mask
                  security code, I steal the Mask,
                  you get a finders fee. At ten
                  percent, should be two or three
                  million at least. Not too bad.

        This isn't at all what she wanted.

                            GIN
                  Look, the PIR grid is set at 20
                  centimeters. I'll have to be the
                  one to get under it.

        He's interested she knows the lingo, but not interested
        enough.

                            MAC
                  I go in alone.

                            GIN
                  You don't get the Mask code unless
                  I go.

        He stands up, starts taking the photos down.

                            MAC
                  Pack up. I'll see you get back to
                  London.

                            GIN
                  Look, I can help. You need a
                  sensor expert. You've got one.

                            MAC
                       (he's patronizing her)
                  This isn't some Picasso print you
                  steal out of a car dealer's rec
                  room.

        His patronizing tone is more than she can stand.

                            GIN
                  Picasso print? Car dealer's rec
                  room?

        She has to pullout her trump card. And it's quite a card.

                            GIN
                       (continuing)
                  You don't have any idea how lucky
                  you are!

                            MAC
                  A lifelong problem, I'm afraid.

                            GIN
                  No, dammit! I mean me! That
                  Rembrandt...that Rembrandt!

        He looks up at her. She has his attention now.

                            GIN
                       (continuing)
                  I stole it!

        It's an amazing claim. We're not sure we believe her, and
        neither is he.

                            MAC
                  Nice try. Everyone thinks I did.

                            GIN
                  That's because I wanted them to!

                            MAC
                  I wondered who'd been giving me a
                  bad name.

                            GIN
                  I drilled the bolts and went in
                  through the window. It was the
                  only way to bypass the smart glass.

                            MAC
                  True enough.

                            GIN
                  You need a partner for this job.
                  You'll never find one as good as
                  me.

        Mac is thinking, maybe coming around.

                            MAC
                  The Rembrandt--that was quite good.

                            GIN
                  It was perfect.

        Pride goeth before a fall. He stares at her for a moment with
        a half smile on his face.

                            MAC
                  Perfect was it?
                       (beat)
                  Would you excuse me?

        He goes over to the corner and picks up a familiar looking
        mailing tube, from which he takes a rolled-up canvas.

                            MAC
                       (continuing)
                  Would you be referring to this
                  Rembrandt?

        He displays the familiar painting.

                            MAC
                       (continuing)
                  Dear Bathsheba. You know the
                  story, of course. She and David have just
                  betrayed her husband. She's
                  wondering, will David betray her?

        Now it's her turn to be shocked. Badly. She can't believe it.

                            MAC
                       (continuing)
                  You barely beat me to it. But
                  really, why rob the Penthouse when
                  the mailroom is on the ground
                  floor?

        He's enjoying himself, but Gin is on her own agenda, trying
        to figure out the implications of the Rembrandt not getting
        to its destination.

                            GIN
                  Someone was expecting that.

                            MAC
                  You're too easily impressed with
                  yourself. I believe I've made that
                  point before.

        We're adjusting to the fact she stole the painting, she's
        adjusting to the fact it didn't get where it was supposed to.

                            GIN
                  This is bad. Really bad.

        She's thinking about something entirely different, mentally
        adjusting her plans.

                            MAC
                  The Elvis was a nice touch, not as
                  good as Manzini's Pepto Bismal
                  bottle, but nice.

        She reaches for the Rembrandt.

                            GIN
                  I'll need that.

                            MAC
                  No one needs anything except food
                  and shelter. The rest we just want.

                            GIN
                  This isn't a good time to hear
                  your personal philosophy.

        He studies the Rembrandt.

                            MAC
                  Don't worry, I can get rid of
                  this. No trace. And I'll even go
                  fifty fifty, we're partners aren't
                  we?

                            GIN
                  No. It's a down payment.

        That piques his interest.

                            MAC
                  On what? Another job?

                            GIN
                  We get the Mask I'll tell you.

                            MAC
                  A partner with secrets isn't much
                  of a partner.

                            GIN
                  Without the Mask it doesn't matter.

                            MAC
                  So the Mask is part of the down
                  payment too. Must be a really big
                  job.

                            GIN
                  Let's just see how we do.

        There's been a shift in the plate tectonics here. For the
        first time she's the one who's caught him off-balance.

                            MAC
                  So you're testing me now?

                            GIN
                  Oh, I think you can do it.
                  Probably.

        She smiles sweetly at him.

        EXT. SAFEHOUSE-POOL-DAY

        She's swimming underwater--down to one end and back. He's
        checking a stop watch. She comes up right by him, gasping.

        He immediately shoves her head under water and holds it there
        as she struggles. The watch hits zero. He lets her up.

                            MAC
                  That's how much longer you'll have
                  to go, to get through the tunnel.

        She chokes, spews water.

                            GIN
                  Why don't we take oxygen?

                            MAC
                  We are...for the tools.

        He tosses her a towel.

                            MAC
                       (continuing)
                  You want to breathe or you want
                  the Mask?

        She stares at him.

                            GIN
                  Let's do it again.

                            MAC
                  Try laps. Say a hundred.

        He leaves her swimming in the pool.

        EXT. SAFEHOUSE--DAY--MINUTES LATER

        A delivery van drives up. A TRADESMAN steps out. He's mid-
        forties, black. Mac meets him at the door.

                            TRADESMAN
                  Delivery for Andrew MacDougal,
                  Esquire.

        He says it with perfect deference, perhaps even a bit too
        much.

                            MAC
                  Take it around the back would you?

        EXT. SAFEHOUSE--DAY--MOMENTS LATER

        The truck drives around back.

        Carrying a box, the Tradesman walks into the kitchen. This is
        THIBADEAUX, a Cajun who carries himself with authority. The
        Tradesman veneer didn't fit him too well: he's too dangerous.
        Mac is there to meet him.

                            THIBADEAUX
                  I'm not real big on collecting
                  banged up Ferraris at airports.

                            MAC
                  Next time I'll use valet parking.

        Thibadeaux sets down the box.

                            MAC
                       (continuing)
                  I'm sorry about Tina.

        There's a lot of concealed emotion there.

                            MAC
                       (continuing)
                  I would have come--

        And the emotion is best handled by sticking to business.

                            THIBADEAUX
                  You said small pneumatics, I got
                  small pneumatics. Got to be an elf
                  to use these.

        Mac opens the box, picks up some flat black miniature tools,
        handles them with expert ease.

                            THIBADEAUX
                       (continuing)
                  They work off the O2 tank just
                  like the slice pack.

                            MAC
                  Which is--

                            THIBADEAUX
                  In the van.

                            MAC
                  Tina was a wonderful woman.

                            THIBADEAUX
                  Don't go getting sentimental.
                  You're no damn good at it.

        Thibadeaux walks out. Mac goes through the first box,
        checking the high tech gear off against a list. Thibadeaux
        comes in with another box.

                            MAC
                  I'd give you a hand but it
                  wouldn't look good.

                            THIBADEAUX
                  Yeah, the lord of the manor
                  doesn't haul his own groceries.

                            MAC
                  And you do it so well.

        We see the tools as he checks them off. They look very cool.

                            MAC
                       (continuing)
                  The porta power...comm kits...got
                  the IR/Thermo camera?

                            THIBADEAUX
                  Had to get a liquid plasma screen.

                            MAC
                  The key to success is using the
                  right tools.

                            THIBADEAUX
                  You're not the one trying to get
                  all this shit. You think they've
                  just got a Crooks R Us on every
                  corner?

                            MAC
                  We're going to need a vacuum with
                  a battery pack for the dust. The
                  air filters might be wired. And a
                  bypass hose for the AC.

                            THIBADEAUX
                  Sure wouldn't want you to be
                  uncomfortable.

                            MAC
                  If we don't bypass it, the
                  temperature in the Mask room will
                  change and set off the alarm. That
                  would be inconvenient.

                            THIBADEAUX
                  Inconvenient is trying to find a
                  pulsing laser with magic arms in
                  two days.

                            MAC
                  You are a miracle worker.

        Thibadeaux looks up at him, steel in those eyes. He walks
        over to the window.

        EXT. SAFEHOUSE--POOL--HIS VIEW

        Gin swimming laps in the pool.

                            MAC
                  Don't worry. She's got thirty laps
                  to go. Which means she'll do forty.

        He says it with grudging respect.

                            THIBADEAUX
                  So when do we do the dirty?

        The implications of that are not pleasant.

                            MAC
                  We might not want to cash in our
                  chips just yet. She has another
                  job after this one. A big one.

                            THIBADEAUX
                  This is big enough.

                            MAC
                  It's never big enough.

        There's a rough undercurrent here. It's not entirely clear
        where the power lies, although it seems it's with Mac.

                            THIBADEAUX
                  Let me ask you, this Mask, when
                  they made it--was the old bitch
                  dead or alive?

                            MAC
                  It's a death mask. Death mask
                  means dead.

        Thibadeaux makes a face.

                            THIBADEAUX
                  You call that art. I call it sick.

        EXT. SAFEHOUSE--POOL--HIS VIEW

        Gin gets out of the pool, sips some water, shakes the water
        out of her ears. Caught unaware, without even trying she
        looks incredibly beautiful.

        INT. SAFEHOUSE--KITCHEN--SAME

        Thibadeaux is watching her. An idea, call it a suspicion,
        comes to him.

                            THIBADEAUX
                  You're keeping this business,
                  right?

        Mac gives nothing away.

                            MAC
                  Right.

                            THIBADEAUX
                  Because I never assume anything.

                            MAC
                  I need you to get one more thing
                  for me. A dress, elegant but sexy,
                  something Grace Kelly would wear.
                  Maybe a Balenciaga.

                            THIBADEAUX
                  That's it, I sure as hell ain't no
                  personal shopper.

                            MAC
                  Black of course.

        They exchange a look.

                            MAC
                       (continuing)
                  I'd say she's a size 6 who wears
                  a size 4.

                            THIBADEAUX
                  This better be worth 1t.

        Mac looks out to where Gin is swimming.

                            MAC
                  Oh, it is.

                            THIBADEAUX
                  It better be worth it for me.

        And there is no humor in his eyes.

        EXT. SAFEHOUSE--DAY

        Thibadeaux's delivery van drives away.

        INT. SAFEHOUSE--DAY--FEW MINUTES LATER

        Gin is in the living room, her hair still wet from swimming.
        She is staring at the Turner and the casually arranged
        mementos of his military service, the way a woman considers
        how a place is decorated to be a window into the owner's soul.

        Mac enters from the kitchen, carrying one of the boxes of
        gear.

                            GIN
                  Did I hear a car?

                            MAC
                  Our equipment has arrived.

                            GIN
                  Hmmm.

        He heads across the living room with the box. Her eyes go
        around the room.

                            MAC
                  You coming, or are you casing the
                  joint?

        She comes to a realization.

                            GIN
                  A woman did this.

        He stops with the box, sets it down on a table.

                            GIN
                       (continuing)
                  All this, this is a woman's
                  version of what you would like.

                            MAC
                  It was a long time ago.

        She waits for him to tell her more, but that's not going to
        happen.

                            GIN
                  Who was she?

        He picks the box back up.

                            MAC
                  I should get this place redone.

        It's his way of telling her to buzz off.

                            GIN
                  I didn't mean to get personal.

                            MAC
                  Yes you did.

        There are deep spaces here, vast Greenlands of buried emotion.

                            MAC
                       (continuing)
                  Unless physical labor is beneath
                  you, there are more boxes in the
                  kitchen.

        He picks up the box, exits. She watches him go, then heads
        into the kitchen.

        PRACTICE MONTAGE

        EXT. SAFEHOUSE--DAY

        Gin and Mac are blowin' up balloons without taking a breath.
        His balloon gradually deflates, hers keeps enlarging.

        She cuts her eyes over to him as she keeps blowing. Then she
        takes her balloon, squeezes it between her fingers, lets out
        a few little squeaks, and then lets it go, sending it flying
        around the room.

        EXT. BEACH/GROUNDS--DAY

        A maze of red yarn indicating the laser beams. Attached to
        the yarn. are small bells, the kind that go on cat collars.

        Gin is trying to navigate her way through it, but it's
        possibly hard. She keeps touching the yarn and jingling the
        bells.

        INT. SAFEHOUSE--PLANNING ROOM--NIGHT

        They practice hand signals together. It is like two deaf
        mutes communicating. Back and forth they go, signaling a
        problem and a solution, a way to go, the need for a tool.

        They are getting more and more in synch.

        EXT. SAFEHOUSE--NIGHT

        Gin is blindfolded, practicing finding the tools in the dark
        as Mac calls out the names. She can't see Mac watch her, but
        we can, and knowing she can't see him lets him reveal how
        fascinated he is with her.

        EXT. BEACH--DAY

        The maze of red yarn and bells strung across the sand. Gin
        works her way through it, not touching anything as Mac times
        her with a stop watch. We don't hear a single jingle.

        INT. SAFEHOUSE--PLANNING ROOM--DAY

        They're packing up all the gear. Tools into ziploc bags,
        ziploc bags into black diving bags. Everything carefully
        arranged. The walls are bare. They both have check~lists.

                            MAC
                  So how long to pop the floor?

                            GIN
                  Twenty four seconds--as long as it
                  takes the clock to strike twelve.

                            MAC
                  And you've checked the ram to be
                  sure it's synchronized with the
                  clock.

                            GIN
                  A dozen times.

                            MAC
                  The lipstick thermal camera?

        She displays a small device on a headband.

                            GIN
                  Got it.

                            MAC
                  Charged?

                            GIN
                  Charged. Receiver?

        Mac displays a ziploc hag.

                            MAC
                  And tested. Mask security card.

        She holds up a card like an ATM card. She sets aside the
        check list.

                            GIN
                  That's it. We're ready.

                            MAC
                  One more item--not on the check
                  list.

        He produces a box. He gestures at her. Open it.

        Puzzled, she does. There's a beautiful black dress inside.

                            MAC
                       (continuing)
                  I trust it's your size.

                            GIN
                  It's---beautiful.

        She holds it up to herself.

                            GIN
                       (continuing)
                  You bought this for me?

                            MAC
                  Don't get any ideas. Of course it
                  comes out of your share.

        But there's more there than that, a lot more.

                            GIN
                  I don't know what to say.

        He offers her an option.

                            MAC
                  Thank you.

                            GIN
                  Thank you.

        There's a held moment between them.

                            GIN
                       (continuing)
                  I haven't got anything for you.

        He waves his hand--hardly necessary.

                            GIN
                       (continuing)
                  No, no, I want to. I'll just go
                  into the village.

                            MAC
                  It's not a village. There's
                  nothing there.

        Mac looks pointedly at his watch.

                            GIN
                  Won't take any time.

                            MAC
                  Straight down the drive, right at
                  the hedgerow, follow the lane.
                  Don't blink, you'll miss it.

        She puts the box under her arm, gives him a high wattage
        smile, and departs on his face is the slightest trace of
        suspicion.

        EXT. COUNTRYSIDE--DAY

        Gin rides a classic English estate bicycle down an isolated
        country lane. There isn't a sign of habitation or humanity
        anywhere.

        EXT. VILLAGE--DAY

        A small pub. A tiny post office and store. A phone call box.
        That's it. Gin leans the bicycle against the phone box.

        INT. SAFEHOUSE--DAY

        Mac works a monitoring device. It is picking, up random phone
        calls. We hear bits and pieces of conversations.

        EXT. VILLAGE--DAY

        Gin dials a number.

                            VOICE
                  Webber Insurance.

        INT. MAC'S ROOM--DAY

        We hear him listening to the phone call.

                            GIN
                  Hector Cruz on a secure line.

        INT. MAC'S ROOM--DAY

        And we see his face as he listens.

                            VOICE
                  Connecting.

        The line goes as dead as Mac's face. He thinks for a moment,
        then dials his own phone.

        INT. WEBBER INSURANCE/EXT. VILLAGE--DAY--INTERCUT

        Gin is talking to Cruz.

                            CRUZ
                  You don't call, you don't write.

                            GIN
                  This was my first excuse to get
                  away. I can't exactly use my cell
                  phone.

                            CRUZ
                  Yeah yeah yeah. What's the status?

                            GIN
                  We're getting close.

                            CRUZ
                  How close?

                            GIN
                  I don't know, but close.

                            CRUZ
                  This is dangerous. I'm sending
                  backup.

                            GIN
                  You, want to blow the whole thing,
                  go right ahead.

                            CRUZ
                  Don't overestimate yourself.

                            GIN
                  Look, trust me. I know what I'm
                  doing.

                            CRUZ
                  Where are you at least?

                            GIN
                  I'll send you a postcard. Got to
                  go.

        She hangs up the phone.

        EXT. COUNTRYSIDE--DAY

        Gin on her bicycle, face intense, rushing to get back.
        Suddenly she realizes she's forgotten something.

        She passes a bed of wild roses in the heath. Ah ha.

        She rides the bicycle off the road. Lays it on the grass.
        Looks through the tangle of thorns. Picks one rose.

        INT. SAFEHOUSE--DAY

        Gin's door opens. She emerges in the new dress. We've never
        seen her like this. She looks amazingly beautiful.

        INT. SAFEHOUSE--DAY

        Mac stands up as she enters, tentative, not sure.

        And then his look tells her everything.

                            GIN
                  You like it?

        It's a Pygmalian moment. If he hadn't overheard the first
        part of that phone call he might be falling in love with her.

                            MAC
                  Certainly the most beautiful crook
                  I've ever seen.

                            GIN
                  I've got something for you.

        And she produces the rose, which she then pins to the lapel
        of his tuxedo. She's close to him. very close. We can feel
        the energy between them.

                            GIN
                       (continuing)
                  Aren't we early?

                            MAC
                  Little celebration before we set
                  off.

        INT. WINDMILL--DAY

        Mac takes Gin up steep stairs. He's carrying a box.

        EXT. WINDMILL--DAY

        The emerge on top. They look out over the ocean. It's not a
        place to be if you are truly afraid of heights. Gin goes a
        little pale.

        Mac opens the box. Inside is an ice bucket with a bottle of
        champagne. She's truly touched. As he turns to open the
        champagne she looks out.

        He pours them each a glass.

                            GIN
                  To us. To the Mask.

                            MAC
                  To our...partnership.

        They drink. Her hand is shaking again.

                            MAC
                       (continuing)
                  You're nervous again.

                            GIN
                  When I was a girl my father took
                  me to the edge of El Capitan.
                  Three thousand feet of granite.
                  Straight down. I was so scared my
                  mouth was full of cotton. I
                  couldn't talk, just stood there
                  shivering...like this.

                            MAC
                  You were afraid of heights?

                            GIN
                  Terrified. Still am.

                            MAC
                  How in the devil did you do the
                  Rembrandt then?

                            GIN
                  I had a lifeline. If I've got a
                  lifeline, I'm okay.

                            MAC
                  Aren't we all.

                            GIN
                  My father told me not to be
                  afraid. He'd always be there for
                  me.

        She looks down at the rocks beneath. Shivers.

                            GIN
                       (continuing)
                  He wasn't.

                            MAC
                  So you had to be your own lifeline.

                            GIN
                  Something like that.

        He thinks for a moment.

                            MAC
                  When I was a toddler, my father
                  set me up on the dresser. Jump he
                  said.
                  It was a hard stone floor, looked
                  about a mile down. About as far as
                  this.

        She pulls back from the edge.

                            MAC
                       (continuing)
                  Come on jump. I'll catch you. He
                  held out his arms, so I held my
                  breath and I jumped.

        She's right with him.

                            GIN
                  And--

                            MAC
                  He pulled back his arms and blam,
                  I landed right on the floor.
                  I picked myself up, tears in my
                  eyes, and he looked at me and he
                  said, Son, don't ever trust
                  anybody. Anybody.

        She stares at him. He drops the champagne glass over the
        side. Down, down, down it goes, so far we don't hear it
        shatter on the rocks.

        It's a long way down. We can't gauge what he's going to do.
        will he confront her? Is she in danger?

                            MAC
                       (continuing)
                  Anything else we need to talk
                  about?

        She stares at him for a moment, but his face is a mask.

                            MAC
                       (continuing)
                  one more thing you'll need.

        He hands her an elegant black mask.

                            MAC
                       (continuing)
                  For the Mask, they're having a
                  masked ball. Everyone pretends to
                  be someone else.

        She takes the mask, shivers.

                            GIN
                  I'm cold.

        She heads down the stairs.

        EXT. MUSEUM--DAY

        We swoop in on the museum in all its manorial magnificence.
        Guests arrive over the bridge. We see the lake with swans, a
        tent over the entrance, great festivities.

        EXT. MUSEUM--DAY

        Closer now. Guests getting out of cars. Everyone is in masks.
        Gin and Mac sweep in with the rest of the crowd as attendants
        check names against a guest list.

        INT. MUSEUM--DAY

        A great hall. Musicians in the balcony. He and Gin stroll in
        and pause at the entrance. In front of them, in the next
        room, the doors open and we see the Mask, beautifully and
        simply displayed in a glass box.

        They pause and look at it for a beat, then stroll to the
        right down the corridor.

        INT. MUSEUM--CORRIDOR--SAME

        Bookshelves, paintings, odd exhibits.

                            MAC
                  Camera in the--

                            GIN
                  Bookshelf. Sensors--

                            MAC
                  Popup, on floorboards. And--

                            GIN
                  In eye of that painting.

        A WAITER approaches with a tray of champagne. He's dressed as
        a footman.

                            WAITER
                  Champagne?

                            MAC
                  Not for me.

                            GIN
                  Yes, please.

        She takes a glass. the Waiter moves on.

                            MAC
                  We're working.

                            GIN
                  It's a party.

                            MAC
                  Let's mingle a little, shall we?

        She nods and walks one way, he walks another.

        INT. MUSEUM--ANOTHER CORRIDOR--DAY

        Mac stares at some tin soldiers displayed next to some large
        stuffed fish.

        Thibadeaux is dressed in 18th Century clothes, tights, pumps,
        powdered wig, powdered face. He's not happy. Mac tries not to
        be amused.

                            MAC
                  I said a masked ball, not a
                  costume party.

                            THIBADEAUX
                  How the hell I'm supposed to know
                  the damn difference?

                            MAC
                  You look like George Washington.

                            THIBADEAUX
                  I cannot tell you a goddamned lie.
                  She's selling you a pig in a poke.
                  We better do this tonight.

                            MAC
                  It's too soon.

                            THIBADEAUX
                  The early bird gets the damn worm.

                            MAC
                  But the second mouse gets the
                  cheese.

        He lets that sit there.

                            MAC
                       (continuing)
                  So patience, Thibeau, patience.
                  Trust me.

                            THIBADEAUX
                  Remind me why.

                            MAC
                  Because it pays off.

        Thibadeaux thinks about that. There's a crafty intelligence
        behind his eyes.

                            THIBADEAUX
                  You two make quite a couple.

                            MAC
                  We're supposed to.

                            THIBADEAUX
                  You better not be taking on a new
                  partner.

                            MAC
                  Suspicious, after all these years?

                            THIBADEAUX
                  You change partners, you change
                  the rules.

        Gin strolls up behind Thibadeaux. Mac switches gears.

                            MAC
                  Could you get me a gin and tonic,
                  please, actually, a mint julep
                  would be nice.

        Thibadeaux looks at him like he's lost his mind.

                            MAC
                       (continuing)
                  Oh, look at me, darling. I thought
                  this gentleman was a waiter.

                            THIBADEAUX
                  You damn well thought wrong.

                            MAC
                  I'm terribly sorry old man.

        Thibadeaux strides away.

                            GIN
                       (re: Thibadeaux)
                  Interesting choice of dress.

        The music changes to something very danceable.

                            MAC
                  It's an arty crowd. Dance?

        INT. MUSEUM--GREAT HALL--DAY

        They swirl out onto the floor, Gin floating in Mac's arms.
        She moves like a dream. Her eyes never leave his face.
        Anyone looking would believe they were completely in love.

                            GIN
                  One, two, three...

                            MAC
                  You're not on the beat.

        She smiles as if making small talk.

                            GIN
                  Don't turn. I'm counting the steps
                  to the entrance.

                            MAC
                  These rooms are solid stone. They
                  haven't changed.

                            GIN
                  You can't be too careful.

                            MAC
                  Yes, you can.
                       (beat)
                  You can spoil a perfectly nice
                  dance.

        And he swirls her away. We pull back from the dancers until
        all we see is the two of them and then light and motion and
        then the light and motion DISSOLVES TO blackness and...

        EXT. MUSEUM LAKE--NIGHT

        CRANE DOWN from bridge as car exiting the now-quiet museum
        crosses to reveal a SMALL BLACk ZODIAC with two black clad
        figures--Mac and Gin, dressed in black wet suits. Mac has a
        black diving bag over one shoulder and an oxygen bottle over
        the other. Gin has the slice pack and a black diving bag.
        They both have lights mounted on head bands.

                            MAC
                  Ready?

                            GIN
                  Ready.

        Mac pulls on his face mask and slides over backwards into the
        black water.

        Gin puts her face mask on, follows behind him.

        EXT. MUSEUM LAKE--UNDER WATER

        We see Mac swimming through the murky water. Once he gets
        under the bridge he switches on his head lamp. Up ahead, in
        the murky light, we see a window covered with rusted bars.

        Mac pulls out his slice pack and gestures with his hand to
        Gin. Gin gives him a rod, which he attaches to the slice
        pack. He turns on the valve, pulls the trigger, the bar
        ignites in a white light. He begins to burn the bar.

        We are on Gin's face behind the mask. She's trying to hold
        her breath. One bar goes, then another.

        Mac is concentrating, but the bars aren't burning as fast as
        they should. Gin signals with her hands that she's in trouble.

        We're close on the bars, the white light, the murky water.
        Mac very intense.

        Finally he burns through the third bar.

        With a kick he pushes the bars aside. Gin is about to lose
        it. He waves her through. She squeezes through the bars.

        He comes next, but it's a tight squeeze for him. He
        struggles, but... stuck! Up ahead we see Gin's light dimly
        receding.

        Mac's low on air. He pushes with all his strength. He's
        through!

        Desperately close to running out of air, Gin reaches some
        flooded steps. She scrambles up using her hands and feet.

        INT. BRIDGE BASEMENT--SAME--NIGHT

        She bursts through the surface, gasping. One breath, another.
        Then she looks around. No Mac.

                            GIN
                  Mac. Mac!

        She's far more anxious than she would ever have expected to
        be. Then she sees his light coming up the submerged steps.

        He bursts out beside her, half-drowned, spouting water. For
        a moment they lie there, gasping.

                            GIN
                       (continuing)
                  I thought you were--

        Mac looks at his watch.

                            MAC
                  Let's go.

        There's no time to waste. Mac stows the slice pack, they turn
        off their head lamps and head up the tunnel.

        INT. MUSEUM--TUNNEL--NIGHT

        The two of them making their way up the tunnel, lights out.
        The only light comes from the museum's exterior floodlights
        which shine dimly down a manhole up ahead. They pass one
        manhole, then another, then another.

        INT. MUSEUM--TUNNEL--NIGHT

        They reach the fourth manhole and climb up the existing metal
        ladder.

        INT. MUSEUM--TUNNEL--NIGHT

        The manhole cover lifts. Mac throws his black bag up, then
        comes up himself. Gin tosses her black bag up, then comes up
        after him.

        Mac opens his ops vest and pulls out his schematic, which is
        in a watertight bag. He switches on a tiny penlight on his
        head band and reads the map.

        He looks up and spots the AC return duct and points Gin down
        the long corridor.

        INT. MUSEUM--BASEMENT--NIGHT

        They come to a junction. Mac starts to take out his map but
        Gin knows the way. She points left. For a moment he
        hesitates, really wants to check the map, but he trusts her
        and goes left.

        INT. MUSEUM--BASEMENT--NIGHT

        They reach a junction of three ducts. Mac looks around the
        basement room, which is filled with an old furnace. Off to
        one side is a coal bin, to the other a firewood bin.

        Gin begins taking the tools out of their ziplock bags and
        laying them on a waterproof sheet of plastic as if she is
        preparing for surgery.

        He drags over a log used to split firewood, then stands on
        it, checking the bolts on the duct.

                            MAC
                  Nut driver, number six. Pneumatic.

        Gin attaches a nut driver to the air tool, passes it up.

                            MAC
                       (continuing)
                  Ready.

        She turns on the regulator. With the faintest pop pop pop the
        nuts come undone. He takes the duct cover and hands it to
        Gin. Gin sets it down and hands Mac the flexible hose and
        plate which he attaches as a bypass for the a.c.

        Then he studies the ceiling where he has opened the duct.

                            MAC
                       (continuing)
                  Concrete. It's always concrete.

        Gin passes him the concrete-burning rod and the slice pack.

                            GIN
                  Hold for the vacuum.

        She attaches the vacuum. Mac pulls on his mask and gloves.

                            MAC
                  Oh-two.

        Gin turns on the oxygen, Mac pulls the trigger and begins to
        cut through the stone with the flame.

                            GIN
                  Six minutes.

        Melting stone pours out into the vacuum.

        CLOSE ON CONCRETE

        Mac has removed a large area, through which we can see the
        bottom of a square of marble.

                            MAC (O.S.)
                  I've got the marble.

        INT. MUSEUM-BASEMENT-NIGHT

        Mac hands down the cutting rod. Gin passes him a ram. Mac
        places the ram with its right angle wedged into the concrete
        and its rubber top pressed against the marble. The hose
        attached to the ram drops down.

        Gin attaches it to the O2 tank.

                            MAC
                  Give me a little.

        She turns it on gently so the ram tightens in place.

                            MAC
                       (continuing)
                  The other one.

        She passes up the second ram.

        INT. MUSEUM--MASK ROOM--NIGHT

        The Mask sits in its case, dimly lit. We see the gently
        pulsing lights of the security system.

        All the doors are closed. We find the clock. It is almost
        midnight.

        INT. MUSEUM--BASEMENT--NIGHT

        Gin turns on the other tank. She looks at her watch. Mac
        watches her.

        INT. MUSEUM--MASK ROOM--NIGHT

        The clock reaches midnight. The first chime strikes. As it
        does we see a piece of marble vibrate and the grout around it
        crack.

        INT. MUSEUM-BASEMENT--NIGHT

        Gin holds her watch, hand on O2 tank. She turns it again. We
        see the ram pound into the marble just as the clock chimes
        again. From down here we hear a dull thud beneath the chime.

        INT. MUSEUM CORRIDOR--SAME

        The debris from the party hasn't been cleaned up. A GUARD
        comes slowly down the hall with his dog. Every few feet he
        stops to sample a glass of leftover champagne.

        INT. MUSEUM--MASK ROOM--NIGHT

        The marble is about three inches off the floor and delicately
        balanced on the rams. Through the space we can just get a
        glimpse of Mac.

        INT. MUSEUM--BASEMENT--NIGHT

        Mac has his hands on the marble.

                            MAC
                  Rollers.

        She hands him black pipes which she is assembling as she
        hands them up. He places them under the marble.

                            MAC
                       (continuing)
                  Gently, very gently.

        Working the O2 tank, she lowers the marble onto the rollers.
        Mac holds it carefully to be sure it's balanced, then rolls
        it away. The basement is bathed in the gentle dim light of
        the Mask room.

        Mac starts to step down. Gin attaches her head band which
        contains a lipstick CCD thermal camera and transmitter. She
        slips the felt-lined water proof bag that will hold the Mask
        over her shoulder, then steps up onto the log and reaches her
        hands up into the hole, getting a grip on the marble floor.
        Mac gives her a boost. Just barely can she wriggle through.

        INT. MUSEUM-MASK ROOM/MUSEUM BASEMENT--INTERCUT

        Gin lies motionless on the floor.

        Mac has an LCD monitor which shows him the grid of PIR of the
        motion sensors. We see what he sees.

        INT. MASK ROOM/INT. BASEMENT--CLOSE ON LCD MONITOR

        The room in negative, with a maze of laser beams
        crisscrossing. It looks almost exactly like the maze of red
        yarn on the beach, but not quite. We see Gin just beneath the
        maze. There's no margin for error.

                            MAC
                  You're at the edge of the ground.
                  Don't move. Look left.

        She does barely lifting her head. Each movement of her head
        re-directs the lipstick camera on her headband.

                            MAC
                       (continuing)
                  Look right.

        She does. The image on his screen changes.

                            MAC
                       (continuing)
                  Straight ahead. Up.

        She barely moves her head, points it at a painting above the
        door.

                            MAC
                       (continuing)
                  Got it.

        He passes up the tripod with three laser lights. She
        carefully sets up the tripod and mounts the first light.

                            GIN
                  Contact.

        Mac turns on the laser. We see a red beam stream out directly,
        into the PIR sensor.

                            MAC
                  Can you see the other PIRs?

                            GIN
                  Got it.

        She does the same thing with the second laser. Now we have
        two beams going out to each doorway.

        INT. MUSEUM CORRIDOR--SAME

        The guard has made his way closer to the Mask room. He
        wobbles a little. Then he stops and bends down and feeds the
        dog some leftover cake. Then he offers the dog some champagne.

        INT. MUSEUM BASEMENT--SAME

        We are on Mac now, watching his monitor.

                            GIN
                  Can't find the last one.

        She scans with her head.

                            GIN
                       (continuing)
                  They moved it.

                            MAC
                  Behind you.

        She has to turn 180 degrees without disturbing any of the
        existing beams or the one she hasn't found.

                            GIN
                  Got it.

        She knocks out the last PIR.

        Now we have three beams, slightly but significantly different
        than what she practiced.

                            MAC
                  I know it's different. You can do
                  it.

        She doesn't say anything. All we hear is her breathing.

                            MAC
                       (continuing)
                  Be careful not to break the laser
                  beams.

                            GIN
                  Duh.

        That makes her mad enough to get going. She slowly slides
        across the floor. After a moment she begins to maneuver under
        and around the beams. It's like the hardest limbo stick in
        the world.

        Finally she makes it to the Mask. A few random lights are
        playing around the Mask.

        She takes out a special CARD and slips it into a reader. The
        lights go out.

                            GIN
                       (continuing)
                  Thank you God.

        She lifts the cover off.

                            MAC
                  Careful, it's weight sensitive.

        She knows that. She carefully lifts the Mask, sliding a knife
        under it as she lifts. She slowly glides the Mask over to the
        edge of its pedestal while holding the knife down.

        Then she takes a strip of double adhesive attached to a metal
        strip, pulls the adhesive back with one hand.

                            MAC
                       (continuing)
                  Careful...careful.

                            GIN
                  Shut up.

        She slides the strip in where the knife was. Then she takes
        a breath. Mac does too.

                            MAC
                  You're forgetting something.

        She picks up the Mask, slips it into the bag around her neck.

        INT. MUSEUM--CORRIDOR/INT. MUSEUM--SECURITY CENTER--NIGHT

        The Guard is approaching the Mask Room. Somewhat drunk, his
        dog sits down. The Guard talks to CONTROL, the night
        dispatcher, who is definitely more together than Nigel.

                            GUARD
                  This is Nigel.

                            CONTROL
                  Still awake, mate?

                            GUARD
                  Just barely. I'm at the Mask Room.
                  Shut down the alarm for a walk
                  through.

        He waits outside the door.

                            GUARD
                       (continuing)
                  They left a right proper mess out
                  here.

                            CONTROL
                  Okay now, alarm down, you're
                  clear. Stay lively.

        The Guard walks in. He shines his light around the room,
        right over where the marble floor piece had been opened. It's
        back in place.

        He scans the walls. All of a sudden his light hits the Mask
        case.

        There's a mask there, but it's Gin's party mask. The real
        mask is gone.

        EXT. MUSEUM LAKE--NIGHT

        Mac comes up into the boat, slips off his Mask. Gin comes up,
        gasping, thrilled.

                            GIN
                  We did it.

                            MAC
                  The Mask.

        She undoes it from around her neck, slings it up to him.

        She reaches up her hand, expecting him to help her in. He
        doesn't. He stares at her, dark, baleful.

                            MAC
                       (continuing)
                  Now's when you tell me who you
                  really are.

                            GIN
                  What?

        He shoves her head under the dark murky water, then pulls her
        by the hair. She comes up gasping. In the b.g. we see
        lights pop up in the first drain. An alarm goes off in the
        Museum.