ENTRAPMENT

                                  by

                         William Broyles, Jr.

                                 and

                               Ron Bass

                                 and

                            Don Macpherson


                                Story

                                  by

                     Ron Bass & Michael Hertzberg











        TWENTIETH CENTURY FOX                REVISED TENTH DRAFT
        10201 W. Pico Blvd.                  May 8, 1998
        Los Angeles, CA  90035


















        FADE IN:

        EXT. NEW YORK - DECEMBER 1999 - LATE NIGHT

        We are moving through a thicket of skyscrapers. In the dim
        light we see one building, then its reflection against
        another building. We swoop past the Empire State Building lit
        in Christmas red and green, catch a glimpse of the Christmas
        tree in Rockefeller Center.

        On screen we see: NEW YORK CITY DECEMBER 15 1999. High atop a
        tall glass building we find another Christmas tree.

        We close on the Thief whose face is concealed behind a sleek
        black-visored helmet with night-vision goggles. From a pack,
        the Thief takes a climbing rope, clamps it with a carabiner
        around a post, then dials a distance into the special ratchet
        mechanism.

        The Thief steps to the edge and LEAPS over, plunging past the
        glass windows. After a terrifying free fall, suddenly the
        rope gears down smoothly, bringing the Thief to a stop at a
        window pane, a dizzying sixty floors above the street.
        Through the glass, we see a CORPORATE HEADQUARTERS.

        The Thief drills out bolts holding the window in place. Then
        one is stuck! In a heartstopping move the Thief turns upside
        down, torques on the recalcitrant bolt! Uhnnn! It comes free!

        The Thief replaces the existing bolts with custom bolts
        buffered with rollers, pries at the window corners and pops
        the pane free. Then the Thief rolls the pane onto the
        rollers, leaving just enough room to slip into...

        INT. PETROTEX CORP - LATE NIGHT

        The Board of Directors Suite of a large multinational
        corporation, dominated by an obsidian table ringed with
        leather chairs. An Alarm Box softly pulses.

        The 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.

        The kind of art that gilds greed with taste lines the walls.
        Ignoring it, the Thief picks up a VASE OF LILIES and carries
        it across the room to a side table by the window. The Thief
        carefully tilts the stems so that the lilies hang over the
        lip of the vase, away from the window, then exits the Board
        Room.

        INT. RECEPTION AREA - LATE NIGHT

        A Lichtenstein, some plants, a large map of the world with
        tiny red lights indicating branch offices around the world. A
        Christmas tree with some uniformly wrapped presents carefully
        arranged beneath it. Keeping an eye on a set of double glass
        entry doors, the Thief pauses behind a Henry Moore sculpture.
        Through the doors we see a desk where sits a SECURITY GUARD,
        his back to us.

        INT. HALL/ INT. RECEPTION ROOM - INTERCUT

        The Security Guard reads and half-watches the Monitors. On
        one we see the Reception Area and the vaguest shadow of the
        Thief. The Guard looks at his book, the Thief begins to move.
        The Guard glances back at the Monitor, the Thief jumps back.
        Then the Guard returns to the book. On the Monitor the Thief
        darts across the room and into a door.

        INT. BATHROOM - SAME

        Which is a bathroom. Hmmm. But that is exactly where the
        Thief wants to be. Out of the backpack the Thief takes a
        small drill and begins to make a hole high on the wall.

        INT. HALLWAY - SAME

        Above the Security Guard, the drill pierces the wall, leaving
        just a dusting of sheetrock on the floor.

        INT. BATHROOM - SAME

        The Thief feeds a tiny tube up to the edge of the just-
        drilled hole. Turns a valve on a small canister.

        INT. HALL - NIGHT

        The Security guard yawns, tries to focus on his reading.

        EXT. NEW YORK BUILDING - LATE NIGHT

        From a distant perspective we see the shadowy Thief exit the
        bathroom as the Security Guard puts his head down on the
        desk. The Thief enters another room off the Reception area--
        the Chairman's Office.

        INT. CHAIRMAN'S OFFICE - NIGHT

        Pictures of the Chairman with politicians and celebrities
        line one wall. Across from the desk, a Jasper Johns map of
        the United States. Above the desk, a SMALL PAINTING in an old
        gilt frame. A REMBRANDT. The pride of the collection, a nude
        woman reading a letter.

        The Thief takes out a small periscope mirror and some right
        angled cutters. Carefully slides the mirror behind the
        painting, manipulates the mirror with one hand, the cutters
        with another. Finds the alarm. Snips it.

        Moving quickly now. The Thief rolls the canvas in acid-free
        paper. Takes a cylindrical tube from the backpack, pulls out
        another Canvas, fits it carefully into the stolen painting's
        now-empty frame. The Thief stares at it through the opaque
        helmet visor. Approves. Slips the rolled-up stolen canvas
        into the empty tube. Leaves.

        Before we follow the thief, we linger to see the replacement
        canvas...ELVIS. On black velvet.

        INT. HALLWAY - LATE NIGHT

        With the Thief now, out the reception area and into the hall,
        where the drugged guard sleeps, to a Mail Chute built into
        the wall. As the Thief opens the chute we hold on the last
        line of a mailing label: KUALA LUMPUR, MALAYSIA.

        The Thief pops the labeled tube down the chute.

        EXT. BUILDING WINDOW - NIGHT

        The 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 office where
        the thief has just been. A silhouetted FIGURE is looking
        through the telescope.

        Through the scope's lens. Close detail of the Office where
        the thief had been. We see light fall into the room as the
        Figure exits a door and softly closes it. The Image lightens
        and DISSOLVES INTO:

        INT. PETROTEX HEADQUARTERS - VIDEO - DAY

        The Board Suite on VIDEO, daytime, with COPS and
        INVESTIGATORS combing the crime scene. The Security Guard
        being interviewed, lots of activity.

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

        INT. WEBBER INSURANCE - MAIN OFFICE - DAY

        The video plays live on a large monitor in a big bullpen of a
        room, all Herman Miller partitions and work stations butted
        together, row upon row of them. This is where the world's
        biggest insurance companies track down major theft losses.
        FOUR TECHNICIANS work at computer monitors, calling up
        security plans, art data, details on possible suspects.

        HECTOR CRUZ enters, crisp, professional, an ex-FBI man who
        thinks he's smarter than anybody else, and is almost right.
        Cruz glances at the cops working in the Board Suite, knows
        they'll never figure this out.

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

        Another Technician manipulates computer representations of
        the system on screen.

                            SECOND TECHNICIAN
                  We did a hundred simulations. No way
                  anyone could have got in.

                            CRUZ
                  Too bad someone did.

        The other Technician scrolls faces on his screen.

                            SECOND TECHNICIAN
                  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.

        This does not make Cruz happy.

                            CRUZ
                  Baker here yet?

                            FIRST TECHNICIAN
                      (nods)
                  She's been doing her own thing...

        Cruz walks away before he can hear the rest.

                            SECOND TECHNICIAN
                  ...as usual.

        INT. WEBBER ASSURANCE - GIN'S CUBICLE - DAY

        One of dozens of identical work stations. VIRGINIA BAKER,
        early thirties, sits at the work station where she spends
        most of her life. She's dressed in typical no-nonsense
        insurance attire. Cruz peers over the partition.

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

                            GIN
                  There are times when you don't answer the
                  phone.
                      (beat)
                  Besides I hardly knew the guy.

        She pulls up security schematics, technical specs.

                            CRUZ
                  Why be rude to strangers.

        Cruz has an easy, ironic demeanor that hides a steel will.
        There's something eerie about him: he seems to be right
        inside Gin's head.

                            GIN
                  Exactly.

        He gestures at the video feed of the crime scene.

                            CRUZ
                  Perhaps you could find time--in your busy
                  personal life--to figure out how the Lone
                  Ranger broke through our best system.

                            GIN
                  He came in the window.

                            CRUZ
                  If he's Spiderman. This was sixty stories
                  up. Those windows are smart glass. 400
                  pounds a pop.

                            GIN
                  What if he drilled out the existing
                  bolts, replaced them with custom-fit
                  rollers--rolled the window aside?

                            CRUZ
                  And then just...flew away, leaving angel
                  dust behind.

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

                            CRUZ
                      (continuing)
                  Ordering Chinese again?

                            GIN
                  Let a thousand flowers bloom. Chairman
                  Mao.

        She manipulates the camera, zooming in on the Vase of lilies
        by the window. All the flowers are tilted in one direction:
        away from the window.

                            GIN
                  He left the window open when he came in.
                  His only mistake.

        Cruz is with her now.

                            CRUZ
                  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
                  Here's a dollar. Buy yourself a cup of
                  coffee.

                            GIN
                  Keep digging. I'm going to tell you who
                  did it.

        He fishes in his pocket for more money. She hits the remote,
        changing the monitor to:

        INT. SOTHEBY'S - DAY

        The Auction House is filled with buyers.

                            GIN (V.O.)
                  Four weeks ago, when our client bought
                  the painting.

        Paintings on the block. We recognize our REMBRANDT.

                            GIN
                  Bathsheba reading King David's letter...

        She hits a button. The view SNAPS to tight resolution. The
        image of ROBERT MACDOUGAL, 60: tall, wide shoulders, the
        build of an ex-sailor and the elegance of a diplomat. Between
        him and Cruz is some ancient enmity.

                            CRUZ
                  Robert MacDougal.

        He says the name like Ahab when talking about Moby Dick.

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

                            CRUZ
                  Look at that smile. I hate that smile.

                            GIN
                  And let's not forget the calling card-

        She hits the remote again, back to the crime scene. The image
        of Elvis in the Rembrandt frame appears.

                            GIN
                      (continuing)
                  Elvis has not left the building.

                            CRUZ
                  I don't buy it. MacDougal's a Frank
                  Sinatra kind of guy. Besides, every art
                  thief from Oslo to Copenhagen imitates
                  his m.o.

                            GIN
                  Copies are copies. This is a MacDougal. I
                  can feel it.

                            CRUZ
                  You can "feel" it.

        But it's better than anything else he has, so he reaches for
        the phone.

                            CRUZ (cont'd)
                  All right. I'll get in touch with London
                  and Geneva, get Europol and the ALR on
                  it.

                            GIN
                  And you'll kiss catching Mac goodbye.

                            CRUZ
                  You got a better idea?

                            GIN
                  Someone who could get close to him. Win
                  his trust. Catch him in the act.

        She begins to smile.

                            CRUZ
                  You?

                            GIN
                  Me.

                            CRUZ
                  In case it slipped your mind--this guy's
                  the best thief in the world. And he's
                  never, ever been caught.

                            GIN
                  I've never tried.

        She crosses her very long legs. Cruz thinks. Hmm. Maybe she
        does have something extra. Cruz puts the phone down.

                            GIN
                  I'd need an introduction. From someone he
                  trusts.

                            CRUZ
                  And you have in mind--

                            GIN
                  Romy Goriot.

                            CRUZ
                  Who we've got a hook into.
                      (beat)
                  And you'd need the file on a piece of art
                  Mac couldn't resist.

        Of course.

                            GIN
                  Come on, it's almost a new century. Give
                  a girl a shot.

                            CRUZ
                  Okay...okay.
                      (beat)
                  Check in every day. I want to know
                  everything. God is in the details. Hello?

        She's trying to listen, but the fact that he's going to let
        her do this fills her with unquenchable enthusiasm.

                            CRUZ
                  This guy can charm the chrome off a
                  trailer hitch. But get in his way--you'll
                  end up a grease spot on the highway.
                      (softens a little)
                  So be careful. I'd never find anyone as
                  good as you for your salary.

        He walks away. She stands up in her carrel, looks around at
        the narrow confines of her life, at the identical cookie-
        cutter work stations surrounding her. She slides the keyboard
        into the drawer with a soft thwatch of finality. She whoops
        with joy, which plays over--

        EXT. LONDON - BOAT - DAY

        SMASH CUT to Gin, finishing her yell in the bow of a large
        speed boat in the middle of the Thames. The wind is in her
        face, London before her in all its glory. She's out of the
        office. On the case. On her own!

        EXT. SOTHEBY'S - DAY

        A black London cab stops in front of the famous auction
        house. Nervous, Gin gets out, fumbles with her change, drops
        some on the street.

        She approaches the sliding glass doors, takes a deep shaky
        breath, pulls herself together. She enters the building. The
        glass doors close behind them. On the doors is etched the
        Sotheby name.

        INT. SOTHEBY'S - DAY

        Beneath a banner announcing "The Summerfield Collection--
        Treasures of Ancient China", an AUCTIONEER takes bids from an
        international big-money crowd, including a formidable Chinese
        WOMAN with a dog, and Robert MacDougal. He's bidding on a 6th
        Century temple scroll.

                            GIN
                      (from behind; subtitled
                       Chinese)
                  Don't do it. You're already over value.
                  By fifteen percent.

        Not even turning around, he subtly ups the bid.

                            GIN
                      (continuing; subtitled Chinese)
                  Twenty percent. You know what they say
                  about a fool and his money.

        Mac turns very slowly, sees Gin, acknowledges nothing. He
        turns back and raises his Chinese rival again.

                            MAC
                      (subtitled Chinese)
                  I have a question...

                            GIN
                      (subtitled Chinese)
                  Who am I?

                            MAC
                      (subtitled Chinese)
                  That is of no interest.

        And now he turns and looks straight into her eyes.

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

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

                            MAC
                  More than a billion people speak Chinese.
                  So 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
                  I can't?

                            GIN
                  It's sold.

        Mac turns to see the Chinese woman 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 merely stupid?

        Gin's smile fades.

                            GIN
                  How about if I try humility?

                            MAC
                  How about if you try disappearing.

        Mac is gone.

                            GIN
                      (to herself)
                  Catch you later.

        INT. RITZ HOTEL TEA ROOM - LONDON - LATER THAT DAY

        A STRING TRIO of middle-aged women plays Christmas carols. We
        see trays of triangle sandwiches and scones with clotted
        cream. Very civilized. Mac is having tea with ROMY GORIOT, an
        elegant, cynical European woman in her mid-forties.

        Mac puts away some photographs we can't quite see.

                            ROMY
                  My darling, they guard them like the
                  Crown Jewels. It's all techno-security--
                  frighteningly efficient things I cannot
                  even pronounce. I can get you in, but
                  only God can get you out.

        Mac smiles at her, holds out his hand to take hers, as if
        they were talking about something entirely different.

                            MAC
                  Speaking of getting in--

        Romy smiles flirtatiously, holds out her hand for a sensual
        touch. When they remove their hands something is in Mac's. A
        high-tech card. He glances at it. The card is his photo with
        horned-rim glasses.

                            MAC
                      (continuing)
                  Not the glasses again.

        She sets a glasses case on the table.

                            ROMY
                  They make you look very scientifique.

                            MAC
                  They make me look like Clark Kent.

        He glances at the clock, stands up, casually picks up the
        glasses case.

                            ROMY
                  Don't be in such a rush. I told you there
                  was someone I want you to meet.

                            MAC
                  He's late. And I have a few things to do
                  this afternoon, or did it slip your mind?

                            ROMY
                  She's--

        Romy scans the room, then sees who she's looking for.

                            ROMY (cont'd)
                  --just arrived.

        Gin appears at their table.

                            ROMY
                  This is--

        Gin holds out her hand to Mac.

                            GIN
                  Virginia Baker. Nice to meet you
                  officially.

                            MAC
                      (to Romy)
                  You're joking, surely.

	                            ROMY
                  Not at all. I told you, she's one of us.

        Romy gives Gin the once-over as only another woman can.

                            ROMY (cont'd)
                  I'm sure you two will find each other
                  fascinating. Now if you will excuse me.
                      (to Mac)
                  A la prochaine, Cherie.

        She says it with an intimation of intimacy, then leaves. Mac
        glances at his watch, looks for the waiter.

                            GIN
                  I don't want to waste your time.

                            MAC
                  Then don't. Bill, please, Richard.

                            WAITER
                  Right away Mr. MacDougal.

        Gin's chance is slipping away.

                            GIN
                  We share an interest in Chinese art--the
                  kind you don't buy at auctions.

        He looks her over, makes a quick decision.

                            MAC
                  You have a car?

                            GIN
                  Uh, yes?

        He signs the bill.

                            MAC
                  Meet me in front. Four minutes.

        He gets up and without a word, leaves.

        EXT. HOTEL - DAY

        Lines of Rolls Royces and Mercedes. The parking attendant
        pulls up next to Gin in a small Ford. Mac emerges in full
        stride, heads for the driver's side.

                            MAC
                  Nice car.

        Gin's a little embarrassed.

                            GIN
                  It's a rental.

                            MAC
                  Get in.

        A little flustered, Gin slips into the passenger seat.

                            GIN
                  You're not authorized to drive it.

        Mac puts the car in gear.

                            MAC
                  Live dangerously.

        Mac drives away.

        INT. CAR - STREETS OF LONDON - DAY

        Mac driving in silence. Gin stealing glances at him.

                            GIN
                  Are you going to tell me where we're
                  going?

        Suddenly and smoothly, he reaches down and grabs her bag.

                            GIN
                      (continuing)
                  Hey!

        One eye on the road, he begins to rummage. We approach a
        large MODERN BUILDING with a CHRISTMAS TREE in front. A
        police kiosk guards the entrance.

                            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 and crashes violently into the Christmas tree! The
        tree falls across the street.

                            MAC
                  Oh, dear.

        EXT. KOMITSU BUILDING - DAYY

        Mac and Gin get out of the car. She goes to inspect the
        damage and we go with her. She stares at the dented car, then
        looks up to see Mac walking away toward the building.

                            GIN
                  Hey!

        Bystanders gather around. So does the cop from the kiosk.

                            COP
                  Is this your car, Miss?

                            GIN
                  Yes, dammit, but I wasn't driving--
                      (yelling at Mac)
                  Come back!

        A crowd has begun to gather around the fallen Christmas tree.
        Traffic backs up. Horns sound. In the b.g. Mac strides toward
        the modern building. We hear a police siren, coming towards
        us.

        EXT. KOMITSU BUILDING - DAY

        As Mac enters the building, he clips on a the high-tech i.d.
        badge Romy gave him. Slips on the horn-rimmed glasses. Does
        look a little like Clark Kent.

        INT. KOMITSU BUILDING - DAY

        Mac approaches a security desk where a GUARD sits next to a
        large TV screen. On the walls are blowups of computer chips
        and large photographs of the production process.

        Mac slips his i.d. card into the reader. We see his
        photograph. CLEARED. The Guard glances at Mac, then at the
        screen, then at the hubbub outside around the fallen tree.

                            MAC
                  Looks like they took down our Christmas
                  tree a little early this year.

        The Guard pushes a buzzer. Mac goes inside.

        EXT. KOMITSU BUILDING - DAY - TEN MINUTES LATER

        A wrecker winches the Christmas tree out of the road. A
        policewoman has just asked an exasperated Gin to count
        backwards by twos.

                            GIN
                  --eight, six, four, two--

        Her cell phone rings.

                            GIN
                  Hello?

                            POLICEMAN
                  Can you touch your nose?

                            GIN
                  Of course I can touch my nose!

                            CRUZ (O.S.)
                  I never thought you couldn't.

        EXT. KOMITSU/INT. WEBBER INSURANCE - INTERCUT

        Cruz is in his office, a big photograph of Mac on the wall
        behind him.

                            CRUZ
                  So how's it going?

        Gin sticks her finger toward her nose, fumbles a little with
        the phone. This does not impress the policewoman.

                            CRUZ
                  Gin?

                            GIN
                  Great! Terrific!

        To Gin's dismay, the policewoman pulls out a Breathalyzer.
        Covering the mouthpiece, Gin protests to the policewoman.

                            GIN
                  But I wasn't driving.

                            POLICEWOMAN
                  You'll have to breathe into this, Miss.

                            GIN
                      (to Cruz)
                  Excuse me, one second.

        She breathes into the tube. Suddenly we hear ALARMS from
        inside the Komitsu building! AHOOGAH! AHOOGAH! The police
        leave Gin and rush toward the building.

                            CRUZ
                  Did I remind you to keep a low profile?

                            GIN
                  I am.

                            CRUZ
                  Good. Romy said she made the intro.
                  What's Mac like?

                            GIN
                  Putty in my hands.

        ALARMS screech! In the b.g. a panicky crowd of employees flee
        the building! We hear screaming, yelling.

                            CRUZ
                  I'm filled with confidence. Remember,
                  this guy has more moves than a black cat
                  in a graveyard. Don't roll your hole card
                  till you see what he's holding.

        In the b.g. Gin sees Mac exit as the police battle past him
        to get inside.

                            GIN
                  Whatever that means, believe me, I won't.

        She clicks off the phone. As a frazzled Gin stares at the
        crowd, she sees Mac get into a cab and drive away.

        INT. HOTEL ROOM - NIGHT

        Gin enters her dingy, corporate rate room, a complete
        contract to the exuberant girl we saw arrive on the Thames.
        It's been a bad day.

        She stops, surprised. Looks around the room. No luggage.
        Nothing. Checks the number on her key.

                            GIN
                  Shit.

        INT. HOTEL - MAC'S ROOM - NIGHT

        Wearing reading glasses, Mac sits quietly reading an art
        book. There's a loud pounding on his door. Carrying his art
        book, Mac comes to the door, opens it for Gin.

                            GIN
                  You wrecked my car! You left me there!

                            MAC
                  You seemed to be handling things quite
                  nicely.

                            GIN
                  Nicely? They gave me a Breathalyzer!

                            MAC
                  You passed, surely?

                            GIN
                  Of course I passed. And then I get back
                  and my luggage's been stolen!

                            MAC
                      (genuinely concerned)
                  You're joking. Really?

                            GIN
                  Yes. No. I mean, no I'm not joking.

                            MAC
                  That's terrible. Come in, come in.

        She enters, paces, still upset.

                            MAC
                  It's amazing what's getting stolen these
                  days. Your bags. That Rembrandt.

                            GIN
                  Excuse me?

                            MAC
                  Only the most valuable painting stolen in
                  years. If you don't keep up on the trade
                  gossip, you miss all the jokes.

        He pours some whiskey.

                            MAC (cont'd)
                  Speaking of art, wasn't there something
                  you wanted to discuss with me?

                            GIN
                  Well, yes--

                            MAC
                  Have a drink. Do you good.

        She takes a sip. Ahh. Still flustered, she reaches into her
        bag, trying to make the transition to business.

                            MAC
                      (continuing)
                  Surely you don't want to go back to that
                  room, do you? After all this?

        There's a pirate's smile on his face. Gin thinks she gets it.
        Okay, here it comes. The usual pass. She puts her folder back
        into the bag.

                            GIN
                  Not really--

        He looks into her eyes. She is quite beautiful.

                            MAC
                  If it would make you feel any better, you
                  can sleep here if you like.

                            GIN
                  Very direct, aren't we?

                            MAC
                  Just trying to be helpful. In a way I got
                  you into all this.

                            GIN
                  I don't mind at all. Being into this.

        She means him. She smiles, very close now.

                            MAC
                  May I say something, quite personal?

                            GIN
                  Please.

        She's turning on all the charm now.

                            MAC
                  You've got lipstick on your teeth.

        Nightmare! Embarrassed, Gin closes her mouth, runs her tongue
        over her teeth. Mac heads for the bedroom door, not entirely
        hiding that pirate smile.

                            MAC
                      (continuing)
                  I'll just slip into something a little
                  more comfortable.

        He shuts the door. She checks herself in the mirror.

        Suddenly the bedroom door bursts open! Out comes Mac, his
        jacket on.

                            MAC
                      (continuing)
                  Don't worry about the bill. It's all
                  taken care of.

                            GIN
                  You can't leave.

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

        Desperate, she pulls a photo out of her bag.

                            GIN
                  Mac!

        He's already opened the door, but he turns.

                            GIN
                      (continuing)
                  Recognize this?

                            MAC
                  Of course. The Mask of the Emperor's
                  Consort.

                            GIN
                  Currently at the Imperial Gallery in
                  Blenheim Palace, on its first and only
                  visit outside China.

                            MAC
                  Jade, rubies, gold and carved rhinoceros
                  horn. Very politically incorrect.

                            GIN
                  Very priceless.

                            MAC
                  And very well guarded.

                            GIN
                  By its own random access security code.
                  Changed daily.
                      (beat)
                  To which I have the key.

                            MAC
                  Good for you. Then why do you need me?

                            GIN
                  Because you can get in. And out. Because
                  you're the best.

        Mac thinks for a moment. Makes another quick decision.

                            MAC
                  Meet me in front of the hotel, tomorrow
                  morning, nine a.m.
                      (beat)
                  And buy yourself some clothes.

        He's really leaving now.

                            GIN
                  Hey, how do I know you'll be there?

                            MAC
                  My dear girl, if I tell you I'll be
                  there, I'll be there. I'm never late. If
                  I'm late, I'm dead.

        And he's gone.

        EXT. BOROUGH MARKET - DAY

        Mac's Jaguar drives up to the market. Gin is incredulous.

                            GIN
                  How about I get your laundry too?

                            MAC
                  If I can't trust you to pick up a simple
                  vase, how can I trust you with the most
                  valuable piece of Chinese art in the
                  world?

        It's a challenge. It only takes her a moment to decide.

                            GIN
                  Fine. I'll do it.

                            MAC
                  Go into that warehouse right there. Ask
                  for Haas. It's 200,000 pounds. You can
                  pay with this.

        He hands her a credit card. Gin takes it, gets out of the
        car. He hands her a cellular phone.

                            MAC
                      (continuing)
                  I'll be right here. Just hit 1 if you
                  need me.

        EXT. BOROUGH MARKET - DAY

        Gin passes through the crowds of vendors and customers and
        enters the warehouse. By the door are parked a Jeep Cherokee
        and a large Triumph motorcycle.

        INT. HAAS WAREHOUSE - DAY

        Filled with architectural scavenging. A large sinister MAN
        (QUINN) moves a mantel away from the entrance.

                            GIN
                  Mr. Haas?

        Quinn looks blank, a little menacing.

                            GIN
                      (continuing)
                  Are you Mr. Haas?

                            QUINN
                  Up the stairs.

        Quinn stares at her as she goes.

        EXT. BOROUGH MARKET/INT. HAAS OFFICE - INTERCUT

        Approaching Mac's car is A MAN passing out leaflets and
        wearing a sandwich board reading "Repent, the Millennium is
        at Hand". And then, "13 Days until the End of the World". The
        13 is scrawled on a sheet of paper tacked to the sign.

        In HAAS' office. A few MOUSE TRAPS on the floor, some antique
        letter openers and knives on the desk. In contrast to Quinn,
        HAAS is small and feral.

                            HAAS
                  Who the hell are you?

                            GIN
                  Mac sent me.

                            HAAS
                  I only deal with Mac. Where's Mac?

                            GIN
                  I believe you have a Qing vase for me.
                  Two hundred thousand pounds.

                            HAAS
                  Where's the money?

                            GIN
                  Where's the vase?

        He pulls out the vase from beneath the desk, hands it to her.

                            GIN
                  Okay, show me the real one.

                            HAAS
                  This is as real as it gets, lady.

        The phone rings.

                            MAC
                  Have you made the transaction?

        Gin turns away from Haas.

                            GIN
                  It's a cheap Victorian knockoff.

                            MAC
                  Look inside.

        She puts her hand in the case, pulls out a film canister.

                            MAC (cont'd)
                  That's what we're buying. Now
                  give him the card.

                            GIN
                  But--

                            MAC
                  Can you follow simple directions?

                            GIN
                      (to Haas)
                  We'll take it.

        Fumbling with one hand and just a little pissed, she pulls
        the card out of her purse. Haas stares at the card as if it's
        roadkill.

                            HAAS
                  What's that?

                            GIN
                  A credit card.

                            HAAS
                  I know it's a credit card. What do you
                  think this is, fucking Harrod's?

                            GIN
                  No. I've never seen rats at Harrod's.

        The tension makes her smile. And that infuriates Haas. he
        rips an antique knife out of its scabbard.

                            HAAS
                  Ever see one of these? It's a Gurkha
                  knife. You're not meant to put it back
                  without drawing blood.

        We're back on Mac, who's still on his cell phone.

                            MAC
                  Is there a problem?

        Haas has stuck his knife under Gin's chin. She can barely
        talk.

                            GIN
                  He says he won't take a credit card.

        He sticks it even more, forcing her up on her tiptoes. The
        hand holding the phone drops to her side.

                            MAC
                  Tell him it was just a joke. I'll bring
                  up the money.

        But the phone is at Gin's side. She can't hear him.

        The Millennium Man walks up to Mac's car, spewing fire and
        brimstone. Mac rolls the window up, sets down the phone,
        turns to the back seat to get a briefcase.

                            GIN
                  My bag. The money's in my bag.

                            HAAS
                  I'll get it.

        Mac has the case with the money in it in his hand. Talks
        again into the phone.

                            MAC
                  Tell him I'm on my way.

        But no one hears. Holding the knife under her chin, Haas
        looks down into the bag.

                            HAAS
                      (mocks her)
                  "No rats at Harrod's."
                      (dead serious)
                  I may bloody stick you anyway. That'd be
                  a laugher, eh?

        He means it. As he looks through her bag she swings the vase
        and SMASHES it against the side of his hand!

        Over the phone, Mac hears the crash! Snaps to, alert!

                            MAC
                  Gin? Gin!

        But his voice comes out of a phone lying on the floor next to
        Haas's inert body.

        INT. HAAS WAREHOUSE - DAY - MOMENTS LATER

        Carrying her bag and grasping the film case in her hand, Gin
        runs down the back stairs!

        Quinn charges at her, blocking the way out the front, where
        Mac is. She heads into a narrow concrete passage! Quinn is
        right behind her, implacable, scary, a half smile on his face
        like he is enjoying this.

        She runs up some concrete steps, hits a padlocked gate,
        covered over the top with a mesh screen. She shakes it like a
        caged animal. And here comes Quinn, honing in on her! She
        scrambles up, kicks upward at the wire cage above the gate,
        knocks it off!

        Just as Quinn reaches the gate, she lurches over, falls down
        on top of a parked car. Thump! Jumps onto the top of another
        car. Thud! Then runs toward the market!

        EXT. BOROUGH MARKET - DAY

        Gin runs down one row of stalls and up another. It's a maze.
        Quinn is right behind her. She scrambles over a huge mound of
        onions, leaps down into another stall.

        But Quinn keeps coming. She runs down an alley. Turns a
        corner. Dead end! Quinn is right behind her!

        She scrambles up a fence, but he kicks the supporting post
        out, and the fence collapses!

        She struggles to her feet, runs over the fallen fence. Quinn
        throws it out of the way and keeps after her.

        She's in a maze of pillars now, dodging from one to another.
        Out of breath, she pauses behind a pillar. No Quinn. Trains
        rattle overhead. Traffic speeds by on the other side of an
        impassable partition.

        Getting her breath, she darts out again, but Quinn is right
        there! He grabs her roughly, steers her into an empty stall.

        Quinn pulls out a scary looking knife. This can't be
        happening. Not in the middle of a public market. But it is.
        No one is paying any attention. Quinn readies the knife.

                            QUINN (cont'd)
                  Take a good look. I'm the last face
                  you'll ever see.

        His evil grin. Gin looks over his shoulder.

                            QUINN (cont'd)
                  Nice try, Love.

        But he turns and BAM! Mac has driven up in the car, holds out
        his fist, smashes Quinn in the kidneys!

        Quinn goes down!

        Gin jumps into the car. Quinn struggles to his feet. Still
        without getting out of the car, Mac jams his elbow into
        Quinn's stomach!

        Mac pulls away, but he can barely drive faster than a walk.
        It's claustrophobic and scary. All these people are in the
        way!

        And here comes Quinn, through the crowd, implacable fury on
        his face. He leaps forward and stabs at the canvas roof with
        his knife. RIP! The blade slices through the roof! Right by
        Gin's head! Gin screams! Mac swerves the Jag!

                            MAC
                  What the hell did you do?

                            GIN
                  Me? Me!?

        Quinn cuts around behind the stalls. Speeding up, Mac drives
        right down the fish aisle.

        Suddenly Quinn appears right in front of them, wielding a
        pipe from some scaffolding. Crash! He smashes the tail light!
        CRASH! He smashes the side window! They're trapped in the
        damn car!

        Mac spots an opening in the crowd, steps on the accelerator
        and pulls away from Quinn.

                            MAC
                  Did you at least get the film?

        She displays a small canister in her hand.

                            GIN
                  What is it, your beach vacation?

                            MAC
                  The complete plans to Blenheim Palace--
                  security system, everything.

        The Jag bounces over the pavers in front of Haas's warehouse,
        back where they started.

                            GIN
                  You're doing the job?

                            MAC
                  Congratulations, partner.

                            GIN
                  Then why couldn't you have just given me
                  the damn cash?!

                            MAC
                  Wanted to see how you handled a bit of
                  pressure.

                            GIN
                  It was a fucking test!? You bastard!

        At that moment Haas emerges from the warehouse, blood on his
        face, pistol in hand.

        BANG! He fires at the car. Gin screams. People in the market
        hurl themselves to the ground, all except the Millennium Man.

        Mac throws the Jag into reverse and swerves into a tight
        turn. Screech! The car narrowly misses the Millennium Man,
        whose leaflets go flying.

        Mac guns into the carpark. Haas jumps into the Grand
        Cherokee. Quinn lowers the barriers. Mac's trapped!

        Mac swerves through the carpark, a maze of pillars
        crisscrossed by overpasses. Haas races behind him in the
        Cherokee. And then so does Quinn, on the motorbike!

        The Grand Cherokee and the motorcycle are right behind them!
        Mac is corralled! Hemmed in!

        He races into a warehouse. Ahead we see the STEEL DOORS
        coming down. Mac guns the Jaguar toward the doorway.

                            MAC
                  You might put your head down.

        Mac races for the narrowing opening!

                            GIN
                  Noooo!

        Mac tears under the closing steel door! It RIPS the top off
        the Jaguar! Gin raises her head, the wind now in her face.

                            MAC
                  That's coming out of your share.

        Quinn slides the bike on its side, squeezes under the closing
        gate and stays on their tail.

                            MAC
                      (continuing)
                  There's a turn just up here.

        He races down a narrow street, then swings the Jag to the
        right. WHOA! He screeches to a stop. The road dead-ends into
        a modern building.

                            MAC
                      (continuing)
                  Was a turn.

        He throws the car into reverse.

        Mac races forward, confronted by a Truck pulling out of an
        alley. Mac slams on brakes! Gin is thrown forward.

                            MAC
                      (continuing)
                  I must give you full marks for
                  initiative.

        Gin sits back up again.

                            GIN
                  Thanks a lot.

                            MAC
                  So how'd you get in the business?

        EXT. BOROUGH MARKET - STREETS - DAY

        Gin is thrown from side to side as the Jaguar races on.

                            GIN
                  My father--

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

                            GIN
                      (continuing)
                  My father went to prison. Embezzlement.

        The Jaguar does a 270 degree spin and heads down another
        street, the Grand Cherokee suddenly right behind them again!

                            MAC
                  So you learned at Daddy's knee.

                            GIN
                  I learned not to get caught.

        Mac screeches faster past the Prison Museum, then bursts out
        into a larger street which leads down into a tunnel. The
        motorcycle and Cherokee are right behind them!

        Mac is caught between two slow moving vehicles, unable to pass
        them.  He's helpless to prevent Haas pulling alongside them.
        Haas' window rolls down.  His gun is pointed directly at
        Gin's head.

        There's only one way out! Mac swerves to the right and heads
        down the tunnel the wrong way!

        INT. TUNNEL - SAME

        The Jag heads into the semi-darkness.

        EXT. TUNNEL - SAME

        Haas and Quinn pull up by the median, stare into the tunnel.

                            HAAS
                  No way I'm going in there.

        INT. TUNNEL - SAME

        Mac is in the tunnel, weaving through the incoming traffic
        from one lane to the other! It's incredibly dangerous.

                            GIN
                  Look, I hate to state the obvious, but
                  isn't this a one way?

                            MAC
                      (thoroughly enjoying himself)
                  We're only going one way.

        Then we race around a bend and there, coming right at us, are
        two huge semis, side by side.  Mac's face falls.

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

                            MAC
                  I'm not the one to ask.

        Steam brakes scream, horns shriek! Mac hits his brakes, hard!

        The huge trucks fill the screen, thirty tons of angry chrome
        and steel, coming right at them!

        EXT. TUNNEL - SAME

        Haas and Quinn listen to the panicked horn, the squealing of
        brakes. Haas grins.

                            HAAS
                  Bye-bye, Mac.

        Boom! Suddenly we see Mac blowing out of the tunnel at 60
        m.p.h., IN REVERSE!

        He jerks the wheel to the left, throwing the Jag dead into
        the motorbike! It bounces off Haas's Grand Cherokee and back
        into the roadway. Haas bangs on the door, trying to get it
        open, but it's banged shut.

        Quinn jumps out to recover the bike from the road but then
        the huge trucks emerge from the tunnel and smash over the
        bike, crushing it!

        EXT. SPECTACULAR LONDON BUILDING - DAY

        The Jag pulls up. Mac and Gin get out. Mac gives one last
        look at his battered car as he opens the trunk.

                            MAC
                  That's four thousand for the top, six
                  thousand for the bumpers, God knows how
                  much for the body work, you have to go to
                  art school to work on one of these--

        He pulls a valise out of the trunk.

                            GIN
                  Just put it on my bill.

                            MAC
                  You'll find some warmer clothes in here.

                            GIN
                  What about yours?

                            MAC
                  I never carry baggage.

        They head inside.

        EXT. BUILDING - DAY

        They emerge up some concrete steps onto the roof. Saint
        Paul's is spread out beneath them.

                            GIN
                  Where to now, Bungee Jumping?

                            MAC
                  Perhaps.

        He turns her toward a helicopter waiting on a pad. As they
        walk toward it she opens the valise.

                            GIN
                  I can't wait to see what you picked out
                  for me.

        She checks out the valise, astonishment on her face.

                            GIN
                  These are my clothes.

                            MAC
                  Certainly not mine.

                            GIN
                  You stole my luggage? You--!?

                            MAC
                  I'm a thief, sue me.

                            GIN
                  You bastard!

                            MAC
                  When you were dealing with the wreck of
                  your rental car, I did a little job. Four
                  prototype copper super chips, value, five
                  million each. Come on, get in.

        She gets in the helicopter.

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

        The rotors are turning fast now.

                            GIN
                  That's entrapment.

                            MAC
                  No. Entrapment is what cops do to
                  robbers. Blackmail is what robbers do to
                  schmucks.

        Off Gin's look, Mac lifts the stick up. The helicopter
        plunges off the top of the building, gains airspeed, and
        flies away.

        INT. HELICOPTER - MAGIC HOUR

        The long steady vibration has put Gin to sleep. Mac nudges
        her awake. She looks around, eyes barely open, still half
        asleep.

        He gestures down at the ground. She looks, and then her eyes
        open wide. It is...dramatic.

        EXT. SAFEHOUSE - MAGIC HOUR

        Deer running across a heath, crumbling stone walls, and then
        a stunningly beautiful small castle, walls glowing lavender
        in the twilight, set next to a coal gray loch rimmed with
        mountains wreathed in a purple haze.

        It is so hauntingly lonely, that Gin is speechless.

        EXT. SAFEHOUSE - FRONT DOOR - MAGIC HOUR

        The helicopter in the b.g., Mac and Gin walk up to the
        castle. Like its owner, the house is craggy and forbidding on
        the outside. Mac turns the knob and walks in. No key, no
        code, no nothing.

                            GIN
                  No security? Not even a lock?

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

        INT. SAFEHOUSE - LIVING ROOM - NIGHT

        They enter what was once a baronial hall. Warm stone walls
        glowing golden in firelight from a walk-in stone fireplace.
        An eclectic mixture of contemporary and antique furnishings,
        nothing ostentatious, everything carefully selected for its
        uniqueness and comfort, all fitting together in harmony.

        On the walls are a few classic paintings. A Renoir. A Turner.
        A regimental banner from a Scottish regiment. Every item
        reveals a piece of Mac's life and who he is. This is our
        first glimpse of the private man. Gin lingers, looking at
        everything, overwhelmed by this amazing place.

                            GIN
                  I've never seen anything like this.

                            MAC
                  I don't suppose you have. 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.  She's in the post-adrenaline buzz
        of an amazing day, the castle is incredibly romantic, and so
        is he.

                            MAC
                  Yes?

                            GIN
                  I never thanked you for saving my life.

                            MAC
                  Don't mention it.

        She's vulnerable now, doesn't even bring up that it was his
        fault she was in danger in the first place. He turns to go.

                            GIN
                  Don't I get a bedtime story?

        She really is hard to resist.

                            MAC
                  Like what? Prince Charming?

                            GIN
                  Actually, I always preferred the big, bad wolf.

        She's being outrageous now, she can't help it.

                            MAC
                  My dear girl, I'm old enough to be your
                  father.

        She's beyond outrageous now.

                            GIN
                  He always tucked me in.

        Oh boy. Mac doesn't want to touch that with a ten-foot pole.

                            MAC
                  Hmmm. Well, you'll have to tuck yourself
                  in.

                            GIN
                  But it's so early.

        The pouty little girl now. Nothing seems to be working.

                            MAC
                  Never mix business with pleasure.

                            GIN
                  What about Romy?

                            MAC
                  Romy? Oh, she's strictly business.

                            GIN
                  Really?

                            MAC
                  Really. Breakfast at six. Bring your
                  bungee gear.

        He leaves. She stands in the doorway, watching him go,
        totally unable to figure him out.

        EXT. SAFEHOUSE - LOCH - EARLY MORNING

        Mac is swimming in the gray early morning light. Gin watches
        Mac swim for a moment as she takes in the grounds: the stone
        walls, the hedgerows, the green lawn stretching down to the
        loch.

        Mac gets out, throws on a robe over his wetsuit.

                            MAC
                  You're late.

                            GIN
                  I'm dressed.

        She pointedly looks at his wetsuit.

                            GIN
                      (continuing)
                  And good morning.

                            MAC
                  Morning. Let's get started.

        He heads away.

        INT. SAFEHOUSE-PLANNING ROOM - DAY - MOMENTS LATER

        A converted snooker room. Tools in the cue racks. A long
        table top with candlesticks. Specially designed hooks and
        bins for gear, large bulletin boards, various monitors and
        bits of electronic equipment. Mac stands next to a bulletin
        board covered with photographs of the castle and sets of
        plans, all marked up with red magic marker.

                            MAC
                  Twelve seconds--

                            GIN
                  Twelve seconds.

        He writes 12 sec on the plans.

                            MAC
                      (continuing)
                  --to cut through eight inches of concrete
                  or three inches of steel
                  door--

        He writes 8" conc, 3" stl.

                            MAC
                      (continuing)
                  --remove the marble floor, all without
                  exceeding three decibels of noise level-

        He writes 3db.

                            MAC (cont'd)
                  Then we have six minutes before the guard
                  checks the Mask Room--

        He writes 6 min on the board.

                            MAC
                      (continuing)
                  --to neutralize a state of the art set of
                  interlocking PIRs--

                            GIN
                  With only 20 centimeters of initial
                  clearance.

        He writes 20 cm on the plans.

                            MAC
                  --to get into the Mask case with its
                  unbreakable code--

                            GIN
                  Which I have.

                            MAC
                  Which you hope you have. And then get
                  back out through the same security
                  system. Still without making a bloody
                  sound.

                            GIN
                  Right.

        We expect him to say that is the craziest damn thing I ever
        heard. He pauses for a moment, as if trying to find words to
        express this. But he doesn't.

                            MAC
                  Hmmmm. Interesting.

        He stares at the plans, lost in thought.

                            MAC
                      (continuing)
                  And the exhibit ends--?

                            GIN
                  Christmas night, with a party in honor of
                  the Mask.

                            MAC
                  A week. We'll need every single day.
                  We'll got that party for a final recce.

        This is most definitely not her plan.

                            GIN
                  We can't.  We've got to go sooner.

                            MAC
                  One week.

                            GIN
                  But why? It's risky. And we have all the
                  plans.

                            MAC
                  Prepare for surprises, you won't be
                  surprised.

        He studies the drawings and the photographs, then points to a
        lake in front of the castle.

                            MAC
                      (continuing)
                  That's the way in.

                            GIN
                  That's the lake.

                            MAC
                  I know it's the lake, dear.

        He draws a line from the lake to the Palace.

                            MAC
                      (continuing)
                  The first Duke dug a tunnel as an escape
                  route--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
                  What's with the "we", Tonto?

                            GIN
                  We're partners.

                            MAC
                  Precisely. I steal the Mask, you get a
                  finders fee. At ten percent, that should
                  be worth two or three million. Not too
                  bad.

                            GIN
                  Look, I've got the code for the Mask
                  security.

                            MAC
                  That's why you're here. Give it to me.

                            GIN
                  No.

                            MAC
                  Fine. It's almost been interesting
                  meeting you.

        He starts taking down the plans, the photographs, putting
        things away.

                            GIN
                  This is a two-man job. You need a sensor
                  expert. Me.

                            MAC
                  This isn't some Rocky Mountain print you
                  steal from a Burger King, my dear.

                            GIN
                  I'm not your dear! You arrogant bastard!
                  You don't have any idea how lucky you
                  are!

                            MAC
                  That's been a lifelong problem.

                            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!

        What the hell?

                            MAC
                  Look, you're a smart girl, but you're an
                  amateur. Whoever stole that Rembrandt was
                  a professional, not some wee slip of a
                  girl. So let's not kid each other.

        Mac sits down at the end of the table and begins to put away
        some of the documents lying on it.

        Furious, Gin stares at him. He is so maddening and
        dismissive. Nothing she says is going to change his mind.

        She takes the table cloth runner, grasps it in her hands, and
        jerks it off the table! Books, papers, candlesticks fly.
        Mac's eyebrow goes up. You have my attention.

        She walks to the end of the room, takes the measure of the
        table, then runs toward it and BOOM! BOOM! Does two front
        handsprings! Coming right at him!

        Then does a full twisting layout vault! Right over his head!
        Lands on her feet behind him!

                            MAC
                      (continuing)
                  Pretty good.

                            GIN
                  For a wee slip of a girl.

        She's won him over.

                            MAC
                  The Rembrandt--that was very impressive.

                            GIN
                  It was perfect.

                            MAC
                  Perfect was it?

        He gets up, makes a show of walking slowly and creakily over
        to the corner.

                            MAC
                      (continuing)
                  How'd you get the painting out?

                            GIN
                  I mailed it. Down their own mail tube.
                  Simple. Effective. Safe.

                            MAC
                  Very, very impressive.

        He takes out a rolled-up canvas.

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

        He displays the familiar painting. Now it's her turn to be
        shocked. And ours as well.

                            GIN
                  Oh my God. No.

                            MAC
                  Why rob the Penthouse when the mailroom
                  is on the ground floor?
                      (enjoying himself)
                  You're too easily impressed with
                  yourself. I believe I've mentioned that
                  before.

        Gin reaches for the Rembrandt.

                            GIN
                  Someone was expecting that.

        He studies the mailing label.

                            MAC
                  Obviously Mister Conrad Greene? But why
                  Kuala Lumpur, Malaysia?

                            GIN
                  We get the mask I'll tell you why.

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

                            GIN
                  Without the mask it doesn't matter.

                            MAC
                  Could it be a downpayment? On a bigger
                  job?

        He's interested now.

                            GIN
                  Something like that.

                            MAC
                  What could you possibly want to steal in
                  Malaysia?

                            GIN
                  Let's just see how we do.

        For the first time she's caught him off-balance.

                            MAC
                  Are you testing me now?

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

        She smiles sweetly at him.

        EXT. SAFEHOUSE - DAY - LATER

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

                            TRADESMAN
                  Delivery for Robert MacDougal, Esquire.

        He says it with just a bit too much deference.

                            MAC
                  Just take it around the back, would you?

        EXT. SAFEHOUSE - DAY - MOMENTS LATER

        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
                  What the hell did you do to that Jag? You
                  have any idea what it cost?

                            MAC
                  Actually, I do.

        Thibadeaux sets down the box.

                            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.

                            MAC
                  And the blade det cord?

                            THIBADEAUX
                  In the van. That is bad shit. You don't
                  want to go mixing it with nothing else.

        Mac checks off the tools. They look very cool.

                            MAC
                  ...decibel meter...comm kits...lasers
                  with magic arms...got the IR/Thermo
                  camera?

                            THIBADEAUX
                  Had to get a liquid plasma screen.

                            MAC
                  How'm I supposed to do this without the
                  right tools?

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

                            MAC
                  You are a miracle worker.

                            THIBADEAUX
                  Where's the girl?

                            MAC
                  In the loch. Training.

                            THIBADEAUX
                  So when do we do the dirty?

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

                            THIBADEAUX
                  That's what they all say, right before
                  they disappear with the swag.

                            MAC
                  A really big job.

                            THIBADEAUX
                  This is big enough.

                            MAC
                  It's never big enough.

        EXT. SAFEHOUSE - LOCH - HIS VIEW

        Gin gets out of the loch onto a rock. Caught unaware, she
        looks incredibly beautiful.

        INT. SAFEHOUSE - KITCHEN - SAME

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

                            THIBADEAUX
                  You are keeping this business, right?

        Mac gives nothing away.

                            MAC
                  I need you to get one more thing for me.
                  A dress, elegant but sexy. I'd say she's
                  a size six who wears a size four. Maybe a
                  Chanel.

                            THIBADEAUX
                  Chanel?

        He gets a good laugh out of this.

                            THIBADEAUX
                      (continuing)
                  I buy my mama Chanel.

                            MAC
                  It's been a while since I bought a woman
                  a dress.

        That lies there for a moment. Beneath their toughness there's
        some real connection between the two of them.

                            THIBADEAUX
                  I know what you mean.

        But it's not a place they like going.

                            THIBADEAUX
                      (continuing)
                  My Tina, she used to say, the dress makes
                  the woman. And I'd tell her, no, baby,
                  the woman makes the dress.

                            MAC
                  Tina, she was something else.

        The "was" is the sad and operative word here.

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

                            MAC
                  Tina was worth it.

        Meaning worth all the trouble women can be.

                            THIBADEAUX
                  This better be worth it.

        Mac looks out to Gin.

                            MAC
                  Oh, it is.

        The job? The girl?

                            THIBADEAUX
                  It better be worth it to me.

        And that is the nitty gritty, dead serious end to it.

        EXT. SAFEHOUSE - DAY

        Thibadeaux's delivery van drives away. Getting out of the
        loch, Gin walks toward the house and catches just a glimpse
        of the van and its driver.

        INT. SAFEHOUSE - DAY - FEW MINUTES LATER

        Her hair still wet from swimming, Gin stares at the
        furnishings and casually arranged mementos, the way a woman
        considers how a place is decorated to be a window into the
        owner's soul. Mac enters, carrying a box of gear.

                            MAC
                  Our gear has arrived.

                            GIN
                  Who delivered it?

                            MAC
                  Delivery man.

                            GIN
                  You were in there a long time.

                            MAC
                  Suspicious are we?

                            GIN
                  Comes with the territory.

        He heads across the living room with the box. Her eyes go
        around the room, curious, taking in every detail.

                            MAC
                  You coming, or are you casing the joint?

        She comes to a realization.

                            GIN
                  A woman did this.

                            MAC
                  Nonsense. I did it all myself.

                            GIN
                  Women can tell these things.

                            MAC
                  Which is why I live alone.

                            GIN
                  Who was she?

                            MAC
                  I should get this place redone.

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

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

        She throws his line back at him.

                            MAC
                  Bullshit I'm afraid. Secrets are what
                  make us human.

                            GIN
                  I like your face when you do that. It's
                  like this house. You think it hides who
                  you are, but it does exactly the
                  opposite.

                            MAC
                  Can we please get to work?

        That box is getting heavy.

                            GIN
                  Oh, did I get too personal?

                            MAC
                  Yes you did.

        There are vast Greenlands of buried emotion here.

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

        EXT. SAFE HOUSE/INT. SAFE HOUSE - DAY/NIGHT - INTERCUT

        Measuring precisely, Gin and Mac string red yarn into a maze
        in the living room.

        Mac runs blade det cord along a piece of concrete.

        Boom! The det cord explodes. Mac checks a decibel meter.

        Mac checks the depth of the cut in the concrete with a ruler,
        makes some notes in his Notebook.

        Mac and Gin squat underneath some planks set on scaffolding
        five feet off the floor. Mac begins to chant, rhythmically,
        as he tapes strips of blade det cord over a square 18" on a
        side outlined on the wood with magic marker.

                            MAC
                  A one and a two and a three and a
                  four...Stand back!

        Gin moves out of the way, but not fast enough for Mac.

                            MAC
                      (continuing)
                  Get bloody well back! We only have four
                  seconds for the concrete!

        He stays after as they set up again.

                            MAC
                      (continuing)
                  And where's the air bag? That's on five,
                  or did you forget five comes after four?

        She bites her tongue.

        The maze of red yarn at complete. Some fruit cartons have
        been stacked in the middle, atop which rests a Halloween mask
        indicating the real Mask. Attached to the yarn are small
        bells, the kind that go on cat collars.

        Blindfolded, Gin tries to navigate through the yarn at Mac's
        direction. He will be able to see it, but she cannot.

                            MAC
                      (continuing)
                  Okay, right arm to the left about six
                  inches.

        She moves her left arm, touches the yarn, the bell jingles.

                            MAC
                      (continuing)
                  Your other right arm!

        She pulls off her blindfold.

                            GIN
                  I need a break.

                            MAC
                  Get it right first.

        She puts the blindfold back on, starts over.

        Under the planks again. Gin has the air bag in proper
        position this time.

                            MAC
                      (continuing)
                  And five--inflate!

        Gin yanks a valve and a mylar bag inflates slowly--too
        slowly--beneath them.

                            MAC
                  Then change the valve!

        She stares at him, fuming.

                            MAC (cont'd)
                  Now, six, lever!

        They rip out small steel levers and mimic some action that
        looks like prying.

                            MAC
                      (continuing)
                  Seven--drop--

        They rotate off to the side.

        It's evening. They're jogging around the grounds. He runs
        briskly ahead, turns and motions to her.

                            MAC (cont'd)
                  Come on! Come on!

        She jogs by him. For just an instant he takes a breath and
        guts it up. This is hard for him, but damned if he'll let her
        see that.

        Nighttime. They're around the table, with the remains of
        dinner, going over plans. Their heads are very close. She's
        got her hair up in a bun, held in place with a pencil.

        She pulls out the pencil to make a mark on the plans, and her
        hair falls down. She's concentrating, so she doesn't notice
        her hair brush past his cheek, the touch and the smell right
        in his face.

        Early morning. They're back under the planks.

                            MAC
                  Eight--deflate--

        They wrestle the pneumatics in place--a ram powered by the
        slice pack.

                            MAC
                      (continuing)
                  And nine--move it, move it! --ten-- get
                  the air! Okay, stop. Stop! Am I supposed
                  to hammer this with my willy?

        Gin's had enough of his hectoring.

                            GIN
                  I don't care what you do with your damn
                  willy! Just don't worry about me! I'll be
                  there!

                            MAC
                  I just meant to say, if you can't do it
                  in practice, you can't do it for real.

        He's calm, conciliatory, realizing he's pushed her too hard.

        The curtains are drawn in the hall. The fire burns. Dressed
        in a tight unitard, Gin moves through the maze of yarn. This
        time it's like tai chi. Half-cat, half-ballerina, she
        negotiates the maze with consummate skill and grace.

        We see Mac watching her, knowing that blindfolded she can't
        see him. The way he watches is the pride of a mentor for his
        protege, but it's much more. For the first time we see how
        this amazing, maddening girl is getting under his skin.

        And then she's at the Mask case. She rips off her blindfold,
        pure joy on her face.

                            GIN
                  I did it!

        Mac opens the curtains. Light falls into the room.

                            MAC
                  In practice.

                            GIN
                  Oh come on sourpuss. Admit it. We're
                  ready.

        He produces a box. He gestures at her. Open it. As she opens
        it, as any man would he tries to protect himself.

                            MAC
                  It's by some Italian. Supposed to be very
                  trendy. I thought with your hair, the
                  color--

        There's a beautiful dress inside.

                            MAC (cont'd)
                  I hope it's your size.

        She holds it up to herself.

                            GIN
                  A Christmas present. For me?

        She loves it. Given how hard he's been on her through the
        training, she's genuinely touched.

                            MAC
                  It comes out of your share.

                            GIN
                  I don't know what to say.

                            MAC
                      (helpful)
                  Thank you.

                            GIN
                  Thank you.

        There's a held moment between them.

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

        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.

                            GIN
                  Won't take any time.

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

        EXT. COUNTRYSIDE - DAY

        Gin rides a bicycle down an isolated country lane.

        EXT. VILLAGE - DAY

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

        INT. SAFEHOUSE - DAY

        Mac works a monitoring device.

        EXT. VILLAGE - DAY

        Gin dials a number. High up in the box we notice a tiny
        microphone.

                            VOICE
                  Webber Insurance.

        INT. MAC'S ROOM - DAY

        We see him listening to the phone call.

                            GIN
                  Hector Cruz.

        INT. MAC'S ROOM - DAY

        And we see his face, as he listens.

                            VOICE
                  Connecting.

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

        Cruz comes on the line. There's an edge to his voice.

                            CRUZ
                  I believe we agreed on a simple feedback
                  loop. You call me? Check in?

                            GIN
                  This was my first chance. I can't exactly
                  use my cell phone.

                            CRUZ
                  Field men who don't check in--they end up
                  pushing papers or pushing daisies.

                            GIN
                  I got the message the first time.

                            CRUZ
                  Make it up to me. Give me some news I can
                  use.

                            GIN
                  He's got the Rembrandt.

                            CRUZ
                  Bingo. We nail him right now.

                            GIN
                  For what? Possession? He's onto something
                  big. After the Mask.

                            CRUZ
                  He's a thief. He's always onto something
                  big.

                            GIN
                  We parlay the Mask into some big job, roll
                  up MacDougal, his fences, everything....

                            CRUZ
                  In Vegas they call that the slow
                  surrender of resolve to desperate hope.
                  You win a dollar, you lose five trying to
                  win another one.

                            GIN
                  Do you want to sound smart on the office
                  tape or do you want to nail the bastard?

                            CRUZ
                      (tough now)
                  Do I want to nail him? Every night I
                  dream of catching him and every morning I
                  wake up pissed off I haven't.
                      (and softer)
                  So listen to me. You've done a great job.
                  I never thought you'd get him, but you
                  did. I'll give you the raise we had to
                  put off.

                            GIN
                  You're pulling me in?

                            CRUZ
                  Just tell me where you are. I'll take
                  care of the rest.

                            GIN
                  I'll send you a postcard.

        She hangs up the phone. Cruz is not a man to trifle with, and
        he hasn't finished.

                            CRUZ
                  Gin? Gin?

        He slowly sets down the phone, lost in thought. CUT TO: Mac,
        another man not to be trifled with. He hangs up his own
        phone, his face scary and dead as the line.

        EXT. COUNTRYSIDE - DAY

        On her bicycle, Gin passes a lonely country cottage. Suddenly
        she stops and stares at the cottage. Inside, on the ledge of
        the kitchen window, she sees a vase of beautiful roses. Ah
        ha.

        INT. SAFEHOUSE - DAY - MINUTES LATER

        The shadows are lengthening as Gin enters the Safehouse.
        There's an empty feeling.

                            GIN
                  Mac?

        She looks for him through the house, comes to a door that we
        have never seen opened. It's half ajar. She opens it farther.
        A cold breeze makes her shiver.

        INT. SAFEHOUSE - STAIRWAY - DUSK

        She climbs up a narrow curving stone staircase. It's shadowy,
        scary. This romantic castle has suddenly become Gothic and
        spooky.

        EXT. SAFEHOUSE - BATTLEMENT - DUSK

        She emerges on a battlement high above the loch.

                            GIN
                  Mac?

        There's no one there. The wind blows a chill into her bones.
        Suddenly a hand grasps her shoulder! She starts in fear.

                            MAC
                  Cold up here, isn't it?

        We see his face, that matter of her phone call.

                            GIN
                  Is anything wrong?

                            MAC
                  Not a thing.

        Mac opens a box. Inside is an ice bucket with a bottle of
        champagne. His back to her, he pours them each a glass.

                            MAC
                      (continuing)
                  To the Mask. To our...partnership.

        He turns to face her, hands her a glass, looking at her like
        a butterfly he is about to pin.

                            MAC
                      (continuing)
                  Anything on your mind? Anything you need
                  to tell me?

        He seems to know everything. Really spooked now, she shakes
        her head.

                            MAC
                      (continuing)
                  Come over her.

        He leads her over to the battlements. Almost forces her to
        look over the edge. It's a long way down.

                            MAC
                      (continuing)
                  What would it be like to jump off? Would
                  you burst like a melon on the rocks, or
                  would you just fly away?

        Her hand shakes as she drinks from the glass.

                            MAC
                      (continuing)
                  Don't tell me you're scared--

        She nods.

                            MAC
                      (continuing)
                  Then how'd you do that Rembrandt?

                            GIN
                  I had a lifeline.

                            MAC
                  None now, though.

        She shakes her head, shivers again.

                            GIN
                  I'm cold.

        His face is dark.

                            MAC
                      (continuing)
                  I never come up here without dropping
                  something off.

        She's right by the edge. He's behind her. Big, strong,
        menacing. He takes her champagne glass. She wonders: does he
        mean her?

        He leans her over the battlement. There's a long beat. He
        tosses first one glass, then the other, over the side. We
        watch them break on the rocks below.

                            MAC
                      (continuing)
                  Supposed to be good luck.

        And he gives her his best smile.

        INT.  GIN'S ROOM - NIGHT

        Getting hold of herself, Gin checks her face in the mirror.

        INT. GREAT HALL - NIGHT - SAME

        Dressed in his tuxedo, Mac waits at the bottom of the stairs.

                            MAC
                  Gin, we're four minutes late!

                            GIN (O.S.)
                  I'm coming.

        The door opens at the top of the stairs and out she comes,
        wearing the dress. She looks truly beautiful. We watch him
        watch her come down the stairs.

                            GIN
                  How do I look?

                            MAC
                  Very beautiful--for a crook.

                            GIN
                  I've got something for you.

        She takes out a rose that looks suspiciously like one of the
        roses from the farmhouse.

                            GIN
                      (continuing)
                  So I'll recognize you. Wouldn't want to
                  go home with the wrong man by mistake.

        She pins it on his lapel, very close to him. He can smell her
        perfume, her hair. She steps back, examines him.

                            GIN (cont'd)
                  Perfect.

        She smiles at him, not looking away. There are several ways
        to take that, most of which make him a bit self-conscious.
        Then he gives her a Masquerade mask.

                            MAC
                      (continuing)
                  It's a masked ball. We all go as someone
                  else.

        EXT. BLENHEIM PALACE - NIGHT

        We swoop in on the Palace in all its magnificence. Rolls
        Royces and Limousines drive over the bridge and disgorge
        their guests at the tent by the entry. Over the gates is
        draped a banner proclaiming THE MASK Two Thousand Years of
        Chinese Art.

        EXT. PALACE - NIGHT

        Closer now. Guests getting out of cars. Gin and Mac sweep in
        with the rest of the crowd as security guards check names
        against a guest list. After their names are checked, the
        guests don their masks and enter.

        Mac nods and exchanges small talk with other guests. A
        BEAUTIFUL WOMAN recognizes Mac.

                            BEAUTIFUL WOMAN
                  Robert--

                            MAC
                  Daphne.

        There is history here. A lot.

                            MAC (cont'd)
                  Lady Ashcroft, Virginia Baker.

        Lady Ashcroft gives Gin the full up-and-down.

                            BEAUTIFUL WOMAN
                  Hmmm. Yes. Youth will be served.

        She leaves.

                            GIN
                  Business or pleasure?

                            MAC
                  Strictly pleasure.

        INT. PALACE - NIGHT

        A great hall. Musicians in the balcony. Mac and Gin stroll
        in. We see a huge CLOCK against the back wall, one of those
        mechanical wonders where dogs dressed like humans rotate
        around, banging on gongs to announce the hour. It says 9:45.
        Gin's fidgety.

                            MAC
                  Relax. You act like you're here to steal
                  something.

        She can't relax.

                            MAC (cont'd)
                  Go get a drink. I'll look over the
                  security guard check points, meet you
                  back here.

        She nods, walks away. He strolls into the crowd.

        INT. PALACE - ANOTHER CORRIDOR

        Mac examines a display of tin soldiers next to a security
        check-in box. Thibadeaux appears in a Chinese mandarin's
        outfit. He's agitated, worried about Gin catching them.

                            THIBADEAUX
                  Have you seen the setup in there?

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

                            THIBADEAUX
                  You didn't tell me only the women were
                  supposed to dress like Chinks.

                            MAC
                  No ethnic slurs, please.

                            THIBADEAUX
                  The damn mask, man, it's made of cotton
                  candy. What if you break it? What if she
                  is selling you a pig in a poke?

                            MAC
                  What if we drop it in the lake? It could
                  melt.

                            THIBADEAUX
                  Jesus, you gotta call this off.

                            MAC
                  Patience Thib, patience. Trust me.

                            THIBADEAUX
                  Remind me why.

                            MAC
                  Because it pays off.

                            THIBADEAUX
                  It's not your damn ass on the line.

        Thibadeaux spots Gin coming up, disappears into the crowd.

                            MAC
                      (to himself)
                  Oh, but it is.
                      (to Gin)
                  Haven't I seen him before?

                            MAC
                  You mean Charlie Chan? He was looking for
                  number two son.

                            GIN
                  What?

                            MAC
                  Before your time.

        The music changes to something very danceable.

                            MAC
                      (continuing)
                  We could dance, if you knew how.

        She stares at him.

                            GIN
                  Try me.

        INT. PALACE - GREAT HALL - DAY

        The music begins. Mac reaches out his hand to Gin. She's had
        to overcome a lot to get here. Her fear, the incredible
        pressure of the job, his impossible behavior. But here she
        is, Cinderella at the Ball.

        She reaches out her hand to take his. And as she takes it
        time stops. For the first time they are truly touching, truly
        connected. They stare at each other. And then they take the
        floor, tentative at first like new lovers.

        He takes her in his arms and then, expecting nothing, he
        leads her into one combination, then another. She follows him
        effortlessly, her eyes never leaving his face, as if to say,
        is that all you've got?

        He takes her into more complicated moves, but she's right
        there, in his arms, not missing a beat. Anyone looking would
        believe they were completely in love.

                            MAC
                  Where did you learn to do this?

        She smiles, teasing him.

                            GIN
                  My father.

                            MAC
                  Of course. Dear...old...dad.

        We are absorbed in their absorption with each other. It's as
        if the force between them clears a space around them.

        And then we see Thibadeaux watching them, watching intently,
        gauging just how close these two seem to have become. And he
        doesn't like it.

        The other dancers disappear into a swirl of color and
        movement. We only see them now, and it's hot and beautiful.

        They see only each other. Suddenly the clock strikes 10. The
        little figures swing out and begin pounding the chimes. Dong.
        Dong. Dong. The reminder of time, of their job, makes her
        stumble.

                            MAC
                      (continuing)
                  About to turn into a pumpkin, princess?

        As the chimes continue, they stare at each other, the spell
        not quite broken. Neither expected this surge of feeling.
        Neither knows what to say. Mac offers her his arm.

                            MAC
                      (continuing)
                  It would be rude to leave without paying
                  a visit to the guest of honor.

        Meaning--the Mask. She nods and takes his arm.

        INT. PALACE - MOMENTS LATER

        We are strolling down a long hall with other couples going to
        see the Mask. The Gallery is just ahead, around that corner
        there's a security guard's clock and there's...oh no!
        Greeting them is a pair of GLASS DOORS.

                            GIN
                  Where are the damn steel doors?

                            MAC
                  Replaced obviously.  Armored smart glass
                  at a guess.

        In front of them, on a special pedestal, covered with a dome
        of clear glass, is the MASK. The first time we have seen it
        for real. It is right there, so close. But Glass Doors!
        Panicked, Gin hisses at Mac under her breath.

                            GIN
                  We can't do this in a fishbowl!
                      (beat)
                  It's off!

                            MAC
                  It's on. Something always goes wrong. At
                  least we know going in what it is.

        As he talks, he kneels down to check his show, quickly
        peeling off a tiny silver disc with tape backing and leaving
        it in the center of a square of marble.

                            MAC
                  Besides, you're good. You told me.
                      (beat)
                  Now smile.

        And she does as they walk out through the very clear glass
        doors, the Mask gleaming in its case behind them.

        EXT. PALACE LAKE - NIGHT

        CRANE DOWN from bridge as a car exits the now-quiet Palace
        and crosses to reveal a SMALL BLACK ZODIAC in which we find
        Mac and Gin, dressed in dark silver mylar thermal suits,
        diving bags carrying all their gear. They both have lights
        mounted on head bands.

                            MAC
                  Ready?

                            GIN
                      (beat)
                  Ready.

        Mac pulls on his face mask, slides backwards into the black
        water. Gin follows behind him.

        EXT. PALACE LAKE - UNDER WATER

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

        Mac pulls out his slice pack, turns on the valve, and begins
        to burn the bars.

        EXT. LAKE - NIGHT - MOMENTS LATER

        They swim through the now-cut gate, toward us, shining their
        light through the dark dirty water. They enter a narrow tube,
        their feet disappear and then the light dims into blackness.

        INT. TUNNEL - NIGHT

        They emerge from the water. Gin leads as they belly crawl up
        a dank tunnel that narrows as they go.  This is creepy,
        scary hard. We hear their breathing. Gin's headlight picks
        out a reddish glint. Holy shit. A rat.

        She's overcome with claustrophobic panic! Her mouth goes dry
        at cotton. Her breath comes in gasps. She can't move. She can
        barely get the words out.

                            GIN
                      (continuing)
                  There's a rat.

                            MAC
                  There's a bigger bloody rat behind you!
                  Get your ass in gear!

        She takes a breath, begins to crawl again.

        INT. PALACE - TUNNEL - NIGHT

        They reach a rusted steel door. Mac pushes it in. An old
        shelving unit on the other side falls to the floor.

        INT. CASTLE BASEMENT - MOMENTS LATER

        They make their way through the maze of a class foundation--
        hand-laid brick piers supporting thick cut beams, over which
        has been laid a wood sub-floor.

        INT. GREAT HALL - NIGHT

        The party-goers are leaving. The clock hands jerk closer to
        midnight. It's 11:58.

        INT. CASTLE BASEMENT/INT. PALACE/INT. MASK ROOM - INTERCUT

        They reach a chamber where all the piers and beams are
        reinforced steel, the floor solid concrete. We are beneath
        the Imperial Gallery.

        They move urgently now. Mac takes out a receiver, homes in on
        the signal from the mini-transmitter he taped to the floor.
        He measures out a certain distance one way as she measures
        the other. He carefully marks the square on the concrete,
        eighteen inches on a side. As they work Gin pops some bubble
        gum into her mouth.

                            MAC
                  Less than a minute.

        Gin hands Mac the blade det cord. Mac quickly squeezes it
        onto the concrete. Gin sets up the decibel meter.

                            GIN
                      (continuing)
                  Five, four, three, two, one...

        DONG! goes the big clock chime and BOOM! in perfect synch
        goes the first explosion.

                            MAC
                  And two--

        DONG! Boom. We now see what they've been practicing.

                            MAC
                      (continuing)
                  And three--

        DONG. Boom.

                            MAC
                      (continuing)
                  And four--

        DONG. Boom.

                            MAC
                      (continuing)
                  And five--Inflate!

        DONG. As they jump back, Gin pops the valve on the mylar air
        bag. They stick levers into two of the holes. DONG.

                            MAC
                      (continuing)
                  And six--

        They pry the two sides. DONG.

                            MAC
                      (continuing)
                  And seven--

        CRACK the concrete square falls onto the inflated air bag,
        revealing the marble square of the floor. DONG.

                            MAC
                      (continuing)
                  And deflate!--Eight--

        They move the ram into position. DONG.

                            MAC
                      (continuing)
                  Nine--air!

        Gin works the valve. BAM! The ram strikes against the marble.
        DONG.

        The decibel meter jumps, coming perilously close to a read
        line drawn on it.

                            MAC
                      (continuing)
                  Ten--More air!

        In the Mask Room we see the slightest bit of dust rise from
        one of the marble squares on the floor. DONG.

                            GIN
                  It's too loud!

                            MAC (cont'd)
                  Eleven--More!

        Gin turns the valve even more, her eye on the decibel meter.
        Mac carefully shifts the ram striking point.

                            MAC
                      (continuing)
                  And twelve.

        DONG. Bam. The ram hits the last time.

        In the Mask Room, one of the marble squares floats slightly
        above the floor.

        A GUARD walks through the Great Hall. He enters a card into a
        check-in box, which beeps quietly. Then he continues his
        rounds through the debris of the party.

        Mac has his hands on the marble.

                            MAC
                      (continuing)
                  Rollers.

        She hands him black pipes which he places under the marble.

                            MAC
                      (continuing)
                  Gently, very gently.

        They lower the marble onto the rollers, then roll it away.
        The basement is bathed in the dim light of the Mask room.

        Mac carefully extends the 20 centimeter rod. They know they
        can't go above that.

        Mac positions the camera, which comes oh so close to the top
        of the rod. He opens a palm top computer with a mouse that
        lets him control the camera, tests it, surveys the room on
        his screen.

        He positions the tripod with its laser magic arms, carefully
        sets it. She mounts the first light. They are head to head,
        extremely close, in the narrow opening.

                            GIN
                  Contact.

        She turns on the laser. On Mac's screen we see a red beam
        stream out directly into the PIR sensor.

        The guard has made his way closer to the Mask room. He
        inserts his card into the next checkpoint.

        In the Great Hall, the hands of the clock move to 12:02.

        Mac positions the next tripod through the small opening.

        On Mac's palm top monitor we now see a maze of red lights
        exactly like the yarn on his floor.

        Mac turns to Gin. It either works now or it doesn't. They
        share a long look, then she crawls up through the narrow
        opening, into the room. He looks at his watch.

                            MAC
                  Less than four minutes now.

        For a moment she lies on the floor, still, the Mask looming
        over her on the other side of the room. We hear her
        breathing.

        As he talks her through, MOS, she begins the delicate tai chi
        around the beams which only Mac can see. If she breaks one,
        she sets off the alarm.

        We are on her face, then his. The concentration is intense.
        He is dancing through the beams using her body. It is as
        intimate, if not more so, as their dance.

        The Guard checks in at another checkpoint. The clock says
        12:04.

        Finally she makes it to the Mask, pulls out a tiny palm top,
        scans a series of numbers, then enters them into the keypad.

        Very slowly the canopy above the Mask begins to rise.

                            GIN
                      (continuing)
                  Thank you God.

                            MAC
                  Watch the pressure switch.

        She has a knife in one hand, ready to slide it carefully
        under the Mask. But her hand begins to shake. Pulls back.
        Tries again. Damn! Worse!

        Mac doesn't bully her now. He talks softly and confidently,
        mentor to protege, professional to professional.

                            MAC
                  We all get the shakes. Deep breath now.
                  In through the nose. Out through the
                  mouth.

        She tries, but her hand still shakes.

        The Guard enters the room before the corridor leading to the
        Mask Room.

        The Great Hall Clock says 12:05.

        Mac glances at his watch.

                            MAC
                      (continuing)
                  Okay, think of a beach, palm trees
                  swaying in the wind, the gentle sound of
                  the surf. Think of nothing.

        She closes her eyes, tries to imagine.

                            MAC
                      (continuing)
                  Or a great big rat, about to take a bite
                  out of your ass.

        She opens her eyes, grinning and determined. She sticks her
        hand with the knife toward the base of the Mask again. It
        shakes, but she steadies it, slips it under the Mask! Ahhh.

                            MAC
                      (continuing)
                  Good girl. No hurry, but the guard's
                  coming down the corridor.

        The Guard turns into the corridor leading to the glass doors.

        Gin carefully lifts the Mask, holding the knife under it.

        The Guard approaches the Mask Room. We see the double doors,
        but not the Mask case. He stops and takes a sip of champagne
        from a half-empty glass.

        Gin slowly slides the Mask over to the edge of its pedestal
        and into her bag while holding the knife down.

                            GIN
                  Preparing pressure switch neutralization
                  device.

        The we have a wonderful low-tech moment. She takes the BUBBLE
        GUM out of her mouth, sticks it on the Mask mount, then lifts
        her hand away. Success.

                            MAC
                  Just speed it up a bit.

        The big clock says 12:07.

        The Guard idly glances into the Mask Room. He does a double
        take. What the bloody hell?!

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

        EXT. PALACE LAKE - NIGHT

        Splash! Mac bursts through the surface of the lake! He climbs
        into the Zodiac, slips off his mask. Splash! Woof! Gin comes
        up, gasping, thrilled.

                            GIN
                  Oh God! Oh God!

                            MAC
                  Give me the Mask.

        She undoes it from around her neck, lifts 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.

        He grabs her by the hair, then shoves her under! She comes up
        gasping.

                            MAC
                  You work for Hector Cruz at Webber
                  Insurance. You're a bloody cop.

        She treads water, tries to talk through her sputtering and
        choking. WHOOP! WHOOP! WHOOP! An alarm goes off in the
        Palace. Lights pop on all around the building. In the b.g. we
        see people running toward the Palace.

                            GIN
                  I'm not!

        He shoves her under again! Lifts her back out! She's gasping
        for breath, terrified, desperate.

                            GIN
                  The insurance job, it was cover.  That's
                  how I got the code!

        The boat has drifted out into the light. Police cars race
        over the bridge right above them. Mac pays them no attention.

                            GIN (cont'd)
                  For God sake, the cops...!

        He stares at her. Impenetrable and menacing.

                            MAC
                  So you're playing both sides of the
                  street. Keep the Mask, turn me in.

        Down under the dark water again! Then up!

                            GIN
                  Please! I'm a thief! Like you!

        Mac thinks for a moment.

                            MAC
                  Okay, you're a thief.

                            GIN
                  Yes! Yes!

                            MAC
                  What do I need a thief for? I've got the
                  Mask.

        He shoves her under again! For a long time! When she comes up
        this time she's terrified now.

                            GIN
                  The big job.

                            MAC
                  There is no big job.

        He starts to shove her under again. This is very scary.

                            GIN
                  It's a billion!

                            MAC
                  A billion what?

                            GIN
                  Dollars.

        He's about to dunk her again, for the final terrible time.

                            GIN
                  That's just your share.

        Mac stares at her for a long beat.

                            GIN (cont'd)
                  Please. Trust me.

        What is he going to do? We don't know. His face is hard,
        gives us nothing.

                            MAC
                  Get the hell in.

        He pulls her unceremoniously into the boat. She lies gasping
        on the floor like a fish, rolls over and faces the night sky.
        WHAAOOO!! WHAAOO!! More police cars race across the bridge,
        their sirens screaming.

        Totally unflappable and always unpredictable, Mac reaches
        down into the boat and pulls out a bottle.

                            MAC
                      (continuing)
                  Whiskey?

        Gin can barely get her breath. A moment ago he was about to
        drown her.

                            GIN
                  No...thank you.

        Mac savors his. The sirens increase!! More police cars!!

                            GIN
                      (continuing)
                  Can we celebrate somewhere else?

                            MAC
                  If you want, certainly. Where to?

                            GIN
                  Start paddling, we've got a long way to
                  go.

        He paddles the boat out of frame and the dark lake DISSOLVES
        TO:

        EXT. KUALA LUMPUR - DAY

        The prow of a boat enters the frame. Gin and Mac are in a
        small river craft on a narrow brown stream overhung with palm
        trees and tropical vegetation. As the boat docks, the two of
        them continue a discussion they have obviously been having
        for quite some time.

                            GIN
                  Come on. You mean a billion isn't enough?

                            MAC
                  Depends.

                            GIN
                  If you absolutely have to know--

                            MAC
                  Trust me, I do.

        Beyond them is an extraordinary sight: supermodern buildings,
        set against deep green tropical mountains: the architectural
        design laboratory that is Kuala Lumpur, city of the third
        millennium.

                            GIN
                  Amazing, isn't it?

        Gin is putting Mac off a little, having her fun now.

                            MAC
                  Extraordinary.

        He's not even looking. He wants his answer.

                            GIN
                  Eight. The whole job is 8 billion.

        INT. TAXI - KUALA LUMPUR - DAY

        The taxi makes its way through open air markets shoe-horned
        between sleek white towers.

                            MAC
                  I'm getting less than fifteen percent!

                            GIN
                  You're not happy? I'll make it 80-20.

        EXT. KUALA LUMPUR - CROWDED DISTRICT - DAY

        The taxi stops.  Gin and Mac get out. Gin pays the driver.
        They walk toward the unmarked door of an unmarked warehouse.

                            MAC
                  To be fair, it's your plan, you should
                  get at least 30 per cent--

                            GIN
                  My eighty, your twenty, smart guy--

                            MAC
                  It's fifty-fifty.

        Gin flips down a metal cover on the warehouse wall, revealing
        a control panel into which she enters a code.

        The door opens, revealing circular stairs. Gin heads up.

                            MAC (continuing)
                  What can you do with six billion dollars
                  you can't do with four?

                            GIN
                  Hold the record. Alone.

        On Mac's face we see grudging respect.

                            MAC
                  That's my girl.

        INT. GIN'S LOFT - DAY

        The stairs lead us into a huge loft, hardwood floors
        stretching to shuttered windows. Not a single personal item
        anywhere.

                            MAC
                  It's....homey.

        Gin unpacks the Mask, opens a closet along the wall, pulls
        back a row of men's clothes.

                            MAC
                      (continuing)
                  Finally, a personal detail. Boyfriend?

                            GIN
                  No. I don't carry baggage.

        The echo with his line is deliberate. She's dialing in the
        safe combination, she's constantly moving.

                            MAC
                  Smart girl.

        He examines some men's work overalls and a tuxedo.

                            MAC
                      (continuing)
                  Hmmm, 44 long.

                            GIN
                  That is your size, isn't it?

        She puts the Mask into the safe, then closes it back up.

                            MAC
                  So we're here. What's the job?

        She goes to the windows, throws open the shutters. Framed in
        the windows is a matched pair of ivory towers that seem to
        rise into the heavens. Connecting them is an airy sky bridge
        of glass and metal. It's a truly incredible sight.

                            GIN
                  The Petronas Towers. World's tallest
                  building.

                            MAC
                  We're going to steal it? Interesting.

        She holds out her hand.

                            GIN
                  I need the Rembrandt.

        Mac produces the tube with the painting.

                            MAC
                  What for?

        She hands him a stack of photographs, notebooks, maps.

                            GIN
                  Some homework for you. There's food in
                  the fridge. Briefing at six.  Don't be
                  late.

        She leaves. We stay on Mac's face. Okay, I'll play along for
        a while.

        EXT. KUALA LUMPUR - DAY

        In long shot we see Gin arrive at the headquarters of CONRAD
        GREENE, ex-CIA Asia hand, now the expatriate head of a
        business of questionable legality.

        INT. GREENE'S OFFICE - MOMENTS LATER

        A POCKMARKED YOUTH escorts Gin into Greene's office. Greene
        is mopping his face with a scarf.

                            GREENE
                  The damn heat. Rots the flesh. Rots the
                  soul. It's a shame colder countries do
                  such good police work.

        He holds out his hand to Gin, who takes it.

                            GIN
                  We all live with injustice.

        CLICK. CLICK. We hear the sound of a camera shutter.

        EXT. GREENE'S OFFICE - SAME

        Thibadeaux takes Gin's picture through the window as she
        shakes hands with Greene.

        INT. GREENE'S OFFICE - SAME

        She hands him the mailing tube.

                            GIN
                  I wanted to deliver it personally.

        He takes it out, stares at it.

                            GREENE
                  A true masterpiece.

        He hands her an identical mailing tube.

                            GIN
                      (re: the painting)
                  So who's getting that?

                            GREENE
                  I'm thinking my old CIA friends will
                  peddle it to Russia for a little
                  plutonium. The plutonium to an
                  unmentionable Middle Eastern Country--in
                  return for embargoed oil on tankers for
                  delivery to me. Elegant, no?

                            GIN
                  You are the scum of the earth.

                            GREENE
                  Gin, Gin, you flatter me.

                            GIN
                  I need the rest tomorrow. It has to be
                  tomorrow. Or forget the Mask.

                            GREENE
                  Always in a rush.

        She stands up, her business over. But there's a reptilian
        evil behind Greene's oily demeanor.

                            GREEN
                  Oh Gin, if you don't come through. We'll
                  be making a--shall we say--more up-to-
                  date death mask. Do I make myself clear?

        His unctuous smile.

        INT. GIN'S PLACE - MAGIC HOUR

        Gin returns, carrying the metal canister. The place has that
        empty feel.

                            GIN
                  Mac?

        No Mac. She paces for a moment, doesn't want to think what
        she's thinking, can't avoid it.

        She walks to the closet. The safe's slightly open.

                            GIN
                      (continuing)
                  Please Jesus no.

        She opens the safe. EMPTY. Except for a note: IOU 1 MASK.

        She stabs at her message machine. No messages. She bangs the
        machine! Damn!

        She dials Mac's number.

                            MAC
                      (message)
                  I'm not in. You can leave a message but I
                  won't call back.

        She throws the phone down!

        She rips through the clothes, throwing them onto the floor!
        She throws out everything in the cabinets! Empties the
        drawers!

        No Mask. Nowhere.

        Devastated, she slumps to the floor. This is as bad as it
        gets.

        EXT. MALAKA MARKET - SAME

        On piers by the brown water we see locals gobbling their
        meals. At a narrow table we find Mac, chopsticks in hand,
        mouth full. On his plate is a whole fish. Thibadeaux sits
        down beside him, looks at the bowling ball bag.

                            THIBADEAUX
                  This your bowling night?

                            MAC
                  Check out my ball.

        Thibadeaux does not lift out the Mask.

                            THIBADEAUX
                  I didn't think I would see this baby
                  again.  Talk about plug ugly.

        Thibadeaux is not one to appreciate art.

                            THIBADEAUX
                      (continuing)
                  Who'd pay 50 million for this?

                            MAC
                  People of taste and judgement.

                            THIBADEAUX
                  People with more money than sense.

                            MAC
                  It's not just art. Dear boy. It's
                  history. Something you Americans don't
                  care about--because you haven't got any.

                            THIBADEAUX
                  That's because we live in the future.
                  Dear  boy. Which is what's on my mind.

        He spreads out the photographs of Gin and Greene.

                            THIBADEAUX (cont'd)
                  Your girlfriend.

        Mac picks up the photographs, looks at Gin's image.

                            MAC
                  She's not my girlfriend.

        Thibadeaux studies his face, not quite buying it.

                            THIBADEAUX
                  Uh huh. What's she doing with our old
                  friend Conrad Greene?

                            MAC
                  Her job?

                            THIBADEAUX
                  What is her job?

                            MAC
                  It's a bank job that's all I know.
                  You've got to have faith Thibs.

                            THIBADEAUX
                  Faith is angels dancing on the head of a
                  pin.  I've got to have trust.  You
                  wouldn't be thinking of changing
                  partners, would you? You change partners,
                  you change the rules.

                            MAC
                  Thibs, after all these years together--

                            THIBADEAUX
                      (passionately)
                  I don't want this girl to fuck you over.

                            MAC
                  I won't let her.

                            THIBADEAUX
                  Look, we've got what we need.
                      (meaning: the Mask)

        Mac examines the Mask.

                            MAC
                  A touch of immortality.
                      (beat)
                  That's why art is all that matters. It
                  lasts. We don't.

        INT. GIN'S PLACE - NIGHT

        The place is dark. The only light comes from the Kuala Lumpur
        skyline. We can feel Gin's presence in the darkness. Hear the
        freight elevator. Mac enters.

                            MAC
                      (Ralph Cramden)
                  Hi, honey, I'm home.

        BAM! Someone coldcocks him! Stunned, he falls to his knees.
        Looks up woozily. Standing over him is--Gin. Furious.

                            GIN
                  You bastard!

        Then she swings at him again. This woman doesn't fight like a
        girl. BAM! Really connects this time. He goes down like a
        sack of potatoes and the momentum of her swing carries her
        down onto the floor with him!

                            GIN
                      (continuing)
                  Sonofabitch bastard!

        She keeps trying to beat on him.

                            MAC
                  Stop for a bloody second!

                            GIN
                  I trusted you! I TRUSTED YOU!

        He holds her tight, trying to subdue her.

                            MAC
                  It's in the bag, the Mask is in the bag.

        She catches her breath. He lets her up, she sees the bag.

                            GIN
                  Oh my God, I thought--

        She's embarrassed and relieved. But what really upset her is
        not only losing the Mask but losing him and that realization
        comes in a long moment of silence.

                            GIN
                      (continuing)
                  I thought you'd gone.

        She struggles to get control of her uncontrollable emotions.

                            GIN (cont'd)
                  Get out! Just get out! Get the fuck out!
                  Get out!

        As she pushes him away, the tears come.

                            MAC
                  Hey...hey...

        He starts to hold her, she pushes him away, then all the hurt
        and anger goes out of her and she lets him hold her.

        Their faces are so close, hers streaked with tears. And it's
        her who kisses him first.

        He holds back for a moment but only for a moment and then he
        kisses her and then all the emotion they've held in flows
        out.

        And then, breathing hard, she pulls back.

                            GIN
                  I've got to know something.

        He stares at her.

                            GIN (cont'd)
                  At the Palace, in the lake--?

                            MAC
                  Would I really have drowned you?

        She nods. Yes, that's it.

                            MAC (cont'd)
                  Absolutely.

        And he says it so simply and so honestly that she begins to
        smile.

                            GIN
                  Good. I'd have done the same thing.

                            MAC