GOOD FELLAS

                                by Nicholas Pileggi
                                        and
                                  Martin Scorcese

                            Based on the book Wiseguys
                                        by
                                  Nicholas Pileggi

















                                                       Shooting Draft
                                                       January 3, 1989
                                                       Revised 1/12/89






               FADE IN:

               JUNE 11, 1970S  QUEENS, NEW YORK. THE SUITE - NIGHT

               A smoky, overdecorated cocktail lounge and nightclub on 
               Queens Boulevard. Sergio Franchi is in full voice on the 
               jukebox.  It is after midnight.  It has bean a long night.. 
               Balloons and empty glasses litter the place.  BILLY BATTS, 
               a 50-year-old hood in an out-of-date suit, court at the 
               bar. WE SEE a younger, more sharply-dressed HOOD walk in 
               with a BEEHIVE GIRLFRIEND and hug BATTS.

                                     HOOD
                         Billy. You look beautiful. Welcome 
                         home.

                                     BAITS
                              (laughing and turning 
                              to the bartender)
                         What are you having? Give 'em what 
                         they're drinking.

               WE SEE FOUR OTHER MEN, including HENRY HILL and JIMMY BURKE, 
               standing near BILLY BATTS at the bar, raise their glasses 
               in salute. TOMMY DESIMONE and ANOTHER BEEHIVE BLONDE enter. 
               BILLY BATTS looks up and sees TOMMY.

                                     BILLY
                         Hey, look at him. Tommy. You grew 
                         up.

                                     TOMMY
                              (preening a little)
                         Billy, how are you?

                                     BILLY
                              (smiling broadly at 
                              Tommy and the girl)
                         Son of a bitch. Get over here.

               TOMMY walks over and BILLY, too aggressively, grabs TOMMY 
               around the neck.  TOMMY doesn't like it.

                                     TOMMY
                              (forcing a laugh)
                         Hey, Billy. Watch the suit.

                                     BILLY
                              (squeezing Tommy's 
                              cheek, a little 
                              too hard)
                         Listen to him.  "Watch the suit," 
                         he says.  A little pisser I've 
                         known all my life.  Hey, Tommy, 
                         don't go get too big.

                                     TOMMY
                         Don't go busting my balls. Okay?

                                     BILLY
                              (laughing, to the 
                              crowd at the bar)
                         Busting his balls?
                              (to Tommy)
                         If I was busting your balls, I'd 
                         send you home for your shine box.

               TOMMY'S smile turns to a glare as he realizes BILLY is 
               making fun of him. The Men at the bar are roaring with 
               laughter.  His GIRL is looking glumly at her shoes.

                                     BILLY
                              (to the hoods at 
                              the bar)
                         You remember Tommy's shines? The 
                         kid was great.  He made mirrors.

                                     TOMMY
                              (almost a threat)
                         No more shines, Billy.

                                     BILLY
                         Come ooonnn. Tommeeee. We're only 
                         kidding. You can't take a joke? 
                         Come ooonn.

               WE SEE that TOMMY is still angry, but begins to relax with 
               BILLY'S apparent apology, but as soon as BILLY sees that 
               TOMMY is beginning to relax, he contemptuously turns his 
               back on TOMMY.

                                     BILLY
                              (facing the bar)
                         Now get the hell home and get your 
                         shine box.

               HENRY quickly steps in front of TOMMY who is about to 
               explode. BATTS is facing the bar and does not see just how 
               furious TOMMY has become.

                                     HENRY
                              (gently wrestling 
                              Tommy away from 
                              the bar)
                         Come on, relax. He's drunk.  He's 
                         been locked up for six years.

                                     TOMMY
                         I don't give a shit. That guy's 
                         got no right.

                                     HENRY
                         Tommy. He. doesn't mean anything. 
                         Forget about it.

                                     TOMMY
                              (trying to wrestle 
                              past Henry)
                         He's insulting me. Rat bastard. 
                         He's never been any fuckin' good.

                                     HENRY
                         Tommy.  Come on. Relax.

                                     TOMMY
                              (to Henry)
                         Keep him here. I'm going for a 
                         bag.

               TOMMY roughly grabs his GIRL'S arm and storms out.

                                     HENRY
                              (rejoining Jimmy 
                              and Billy Batts at 
                              the bar)
                         Batts. I'm sorry.  Tommy gets 
                         loaded.  He doesn't mean any 
                         disrespect.

                                     BATTS
                         He's got a hot head.

               WE SEE the LAST TWO GUESTS get up to leave. HENRY puts 
               another dollar in the jukebox and moves back behind the 
               bar and starts to total the register receipts.

                                                                 CUT TO:

               From HENRY'S POV behind the bar, WE SEE the GUESTS leave 
               and suddenly WE SEE TOMMY in the doorway. HENRY walks around 
               the bar and approaches TOMMY.

               WE SEE JIMMY and BATTS are still seated at bar with their 
               backs to the door.

                                     BATTS
                         They're fucking mutts.

               WE SEE JIMMY nod.

                                     BUTTS
                         I seen them.    They walk around 
                         like big shots and they don't know 
                         shit.

                                     JIMMY
                         A guy gets half a load on.  He 
                         mouths off.

                                     BATTS
                         When I was a kid, I swear on my 
                         mother, you mouth off, you got 
                         your fucking legs broke.

                                                                 CUT TO:

               HENRY

               Approaching TOMMY who is carrying a large folded package 
               under one arm.

               TOMMY, followed by HENRY, walks over to the bar where JIMMY 
               and BILLY BATTS are talking. TOMMY drops the package on 
               the floor.

               BILLY BATTS looks up.

               JIMMY turns around and sees that TOMMY has a gun in his 
               hand.

               JIMMY immediately grabs BATTS's arms and WE SEE TOMMY smash 
               the gun into the side of BATTS's head. WE SEE TOMMY hit 
               BATTS again and again as JIMMY continues to hold BATTS's 
               arms.

                                     JIMMY
                              (to Henry, while 
                              pinning Batts's 
                              arms)
                         Quick! Lock the door.

               WE SEE TOMMY club BATTS to the ground with JIMMY holding 
               BATTS's arms.

                                                                 CUT TO:

               HENRY locking the door.

                                                                 CUT TO:

               BATTS'S INERT FORM  -

               on the floor.

               WE SEE TOMMY unfold the package he had dropped near the 
               bar.

               It is a plastic, flower-printed mattress cover.

               TOMMY and JIMMY start putting BAITS's legs into the mattress 
               cover.

               HENRY is standing over them as JIMMY and TOMMY struggle to 
               fit BAITS' s body into the mattress cover.

                                     HENRY
                         What are we going to do with him? 
                         We can't dump him in the street.

                                     JIMMY
                              (to Henry)
                         Bring the car round back. I know a 
                         place Upstate they'll never find 
                         him.

               TOMMY is looking brightly at HENRY, as he and JIMMY finally 
               zip BATTS in the mattress cover.

                                     TOMMY
                         I didn't want to get blood on your 
                         floor.

               EXT. REAR DRIVEWAY - THE SUITE - NIGHT

               Darkness. The open trunk of HENRY 's car. The mattress 
               cover is being shoved into the trunk by the THREE MEN.  It 
               is heavy work.

                                     HENRY
                         Batts's made. His whole crew is 
                         going to be looking for him. This 
                         is fucking bad.

                                     TOMMY
                         There's a shovel at my mother's.

               INT. TOMMY'S MOTHER'S HOUSE - KITCHEN - NIGHT

               Darkness in the kitchen. We hear noise of doors opening 
               and tools being banged around in the dark.

                                     TOMMY
                         SSHHH. You'll wake 'er up.

               Suddenly the light in the entryway goes on, and WE SEE 
               TOMMY'S MOTHER, in housecoat, beaming at her SON and his 
               FRIENDS.

                                                                 CUT TO:

               where TOMMY'S MOTHER' hovers over the seated TOMMY, HENRY 
               and JIMMY. The table is filled with plates and coffee cops 
               and the debris of dirty dishes.

                                     MOTHER
                              (to all)
                         Have some more. Yon hardly touched 
                         anything. Did Tommy tell you about 
                         my painting? Look.

               WE SEE her reach next to the refrigerator and pull up a 
               couple of oil paintings she props on the edge of the table.

                                     MOTHER (CONTD)
                              (proudly)
                         They want me to do a portrait next. 
                         I'm gonna do the Moan Lisa.

                                                                 CUT TO:

               WINDOW

               where WE SEE HENRY 's car with the body in the trunk, still 
               parked at the curb.

               INT. HENRY'S CAR - NIGHT

               Finally on their way, HENRY is driving. JIMMY, in the 
               passenger's seat, and TOMMY, in the rear seat, embracing 
               the shovel, are dozing off. The sleepy humming of the wheels 
               is suddenly interrupted by a thumping sound. At first, 
               HENRY thinks he has a flat, but the thumping is too 
               irregular. JIMMY awakens. His eyes are on HENRY. TOMMY 
               leans forward from the rear seat. Silence.  Thump Silence.

               EXT. MERRITT PARKWAY - NIGHT

               Car pulls off the road onto the grass. HENRY, JIMMY and 
               TOMMY, still holding the shovel, get out of the car.

                                     TOMMY
                         Jesus Christ! Miserable bastard!

               HENRY opens the trunk and steps back.  In the trunk light 
               WE SEE the mattress cover squirming around. We hear muffled 
               groans.

                                     TOMMY
                              (raising the shovel)
                         Can you believe this no-good fuck? 
                         The prick! He's still alive.

               TOMMY suddenly smashes the shovel into the moving, bloody 
               mattress cover.  He smashes it again and again and again. 
               Cursing BATTS with every swing.

                                     TOMMY
                         Rat bastard.
                              (he swings shovel)
                         No-good, low-life fuck.

               TOMMY swings shovel again and again.

               Soon the mattress cover stops squirming and TOMMY stops 
               swinging the shovel. He is exhausted. TOMMY and JIMMY get 
               back in the car.  HENRY is facing the open trunk.

               TILT UP and FREEZE ON HENRY'S face slamming the trunk shut.

                                     HENRY (V.O.)
                         As far back as I can remember, I 
                         always wanted to be a gangster.

               MAIN TITLE:

                                      GOOD FELLAS

               UNFREEZE and

                                                            DISSOLVE TO:

               HENRY - AS A CHILD

               looking out his bedroom window.

               TITLE - EAST NEW YORK:  BROOKLYN.  1955.

                                     HENRY (V.O.)
                         To me, being a gangster was better 
                         than being President of the United 
                         States.

               EXT.  CABSTAND - NIGHT

               HENRY'S POV - A GRIMY ONE-STORY CABSTAND

               with faded "Pitkin Avenue Cabs" sign above the door.  Its 
               after midnight.  WE SEE A HALF-DOZEN, immaculately-dressed

               HOODS wearing diamond pinky rings and silk shirts, lounging 
               around the cabstand talking and sipping coffee.

                                     HENRY (V.O.)
                         Even before I first wandered into 
                         the cabstand for an after-school 
                         job, I knew I wanted to be a part 
                         of them. It was there I belonged.

               HENRY'S POV

               WE SEE a Cadillac pull up to the cabstand.  WEE SEE the 
               car rise slightly when TWO huge, dapper HOODS get out.

               On HOOD #1 WE SEE large diamond pinky ring on a sausage-
               thick finger.

               On HOOD #2 WE SEE a broken-nosed hood's tie hanging loosely 
               across his monogrammed shirt like a silk bandolier.

                                     HENRY (V.O.)
                         To me it meant being somebody in a 
                         neighborhood full of nobodies.

               On the sidewalk WE SEE the TWO HOODS who just got out of 
               the car hug and playfully shove TUDDY VARIO, the sloppily-
               dressed, solidly-built HOOD who runs the cabstand.

                                     HENRY (V.O.)
                         They weren't like anyone else. 
                         They did whatever they wanted. 
                         They'd double-park in front of the 
                         hydrant and nobody ever gave them 
                         a ticket.  In the summer when they 
                         played cards all night, nobody 
                         ever called the cops.

               WE SEE TODDY laughingly try to push them away.

                                     HENRY (V.O.)
                         Tuddy Vario ran the cabstand and a 
                         pizzeria and a few other places 
                         for his brother, Paul, who was the 
                         boss over everybody in the 
                         neighborhood.

               WE SEE a laughing HOOD #1 slyly slip behind TUDDY and grab 
               him around the neck, while HOOD #2 starts feigning punches 
               to TODDY's ample midsection.

               Suddenly TODDY VARIO and HOODS see that PAUL VARIO, the 
               boss, is standing in the cabstand's doorway. VARIO is

               A large man, standing six-feet tall and weighing over 240 
               pounds. He appears even larger.

                                     HENRY (V.O.)
                         Paulie might have moved slow, but 
                         it was only because he didn't have 
                         to move for anybody.

               TODDY and HOODS immediately stop horsing around.

               TITLES CONTINUE.

               CHILD'S BEDROOM - MORNING

               CARMELLA HILL, HENRY'S mother, shoves his books under his 
               arm and pushes him into the hallway. WE SEE. HENRY'S TWO 
               BROTHERS putting on their jackets and picking up their 
               books and almost tripping over another brother's, MICHAEL, 
               wheelchair.  WE CATCH A GLIMPSE OF TWO SISTERS eating 
               breakfast.

               WE SEE HENRY'S construction worker FATHER sipping coffee 
               in kitchen before going to work.

                                     HENRY (V.O.)
                         At first, my parents loved that I 
                         found a job across the street. My 
                         father, who was Irish, was sent to 
                         work at the age of eleven, and he 
                         liked that I got myself a job. He 
                         always said American kids were 
                         spoiled lazy.

                                     CARMELLA
                              (to the brood)
                         Come on. Come on. You'll all be 
                         late.

                                     HENRY (V.O.)
                         And my mother was happy after she 
                         found out that the Varios came 
                         from the same part of Sicily as 
                         she did. To my mother, it was the 
                         answer to her prayers.

               WE SEE HENRY'S MOTHER shove him out the door with his school 
               books.

               EXT. STREET SIDE OF DOOR - DAY

               CARMELLA, in doorway, watches HENRY go down the block toward 
               school. When HENRY turns the corner, along with

               OTHER school-bound' YOUNGSTERS, WE SEE he suddenly stops. 
               The OTHER SCHOOLCHILDREN keep walking.  HENRY carefully 
               sticks his head around the corner. His MOTHER is no longer 
               there.

               WE SEE HENRY race across the street toward the cabstand.

                                     HENRY (V.O.)
                         I was the luckiest kid in the world.

               EXT. CABSTAND - DAY

               WE SEE HENRY leap into the air to catch a set of car keys.

                                     HENRY (V.O.)
                         I could go anywhere.

               EXT. CABSTAND PARKING LOT - DAY

               WE SEE HENRY, who can hardly see over the dashboard, 
               jockeying a MOBSTER'S Caddy around the cabstand parking 
               lot. WE SEE OTHER KIDS, HENRY'S age, watching HENRY, in 
               awe, from behind a fence.

                                     HENRY (V.O.)
                         I could do anything.

               INT. CABSTAND BACKROOM - DAY

               WE SEE HENRY watching TWO UNIFORMED COPS laughing with 
               TODDY and SOME HOODS while stuffing whisky bottles under 
               their tunics.

                                     HENRY
                         I knew everybody and everybody 
                         knew me.

               EXT. SIDEWALK OUTSIDE CABSTAND - DAY

               WE SEE HENRY trying to sip hot espresso coffee just like 
               the BIG GUYS, except WE SEE HENRY grimace because the coffee 
               is too hot and far too bitter.

                                     HENRY (V.O.)
                         But it wasn't too long before my 
                         parents changed their minds. For 
                         them, the cabstand was supposed to 
                         be a part-tie job, but  for me,   
                         it was full-time.

                                                                 CUT TO:

               INT. REAR OF CABSTAND

               TODDY is folding and placing long sheets with policy bets 
               into a brown paper bag. In the BG, WE SEE HOODS going 
               through boxes of stolen orange and blue cardigan sweaters.  
               HENRY waits at TUDDY'S side until TODDY finishes making a 
               notation on a slip of paper. TODDY holds the paper bag in 
               his hands and

                                     TODDY
                              (to Henry, with a 
                              smile)
                         Okay.

               EXT. CABSTAND

               WE SEE HENRY running out the cabstand door carrying the 
               paper bag. He runs past HALF A DOZEN HOODS, lounging outside 
               on wooden chairs, wearing orange and blue sweaters.

                                     HENRY
                         People like my father could never 
                         understand, but I was a part of 
                         something. I belonged.  I was 
                         treated like a grown-up. Every day 
                         I was learning to score.

               INT. KITCHEN - HENRY'S HOUSE

                                     FATHER
                              (in mock concern)
                         Did you study hard in school today? 
                         Did you learn a lot? Huh?

               HENRY is silent and begins backing away.

                                     FATHER
                         I can't hear you, you little liar.
                              (waving the letter)
                         I got this from the school. They 
                         say you haven't been there in 
                         months.

               HENRY tries to dart past his FATHER, but he cannot escape.  
               HENRY gets a blow on the back of his head. HENRY'S MOTHER 
               starts to interfere, but is pushed back.

                                     FATHER
                              (beating Henry, but 
                              glaring at Carmella)
                         Little lying bastard.

               CARMELLA screams.  HENRY doubles up.  HENRY'S FATHER keeps 
               pounding away.

               CLOSE ON HENRY'S FACE

               FREEZE IN ACTION ON HENRY'S FATHER'S FACE

                                     HENRY (V.O.)
                         My father was always pissed off.  
                         He was pissed that he had to work 
                         so hard. He was pissed that he 
                         made such lousy money. Be was pissed 
                         that there were seven of us living 
                         in a tiny house. But after a while, 
                         he was mostly pissed that I hung 
                         around the cabstand. He said they 
                         were bums and that I was a bum.  
                         He said I was going to get into 
                         trouble.  I used to say I was only 
                         running errands after school, but 
                         he knew better.  He knew what went 
                         on at the cabstand and, every once 
                         in a while, usually after he got 
                         his load on, I had to take a 
                         beating. But by then, I didn't 
                         care. No matter how many beatings 
                         I took, I wouldn't listen to what 
                         he said.  I don't think I even 
                         heard him. The way I saw it, 
                         everybody has to take a beating 
                         some time.

               UNFREEZE and continue the beating.

                                                                 CUT TO:

               HENRY'S SWOLLEN AND BEATEN FACE

               INT. CABSTAND BACKROOM

                                     TODDY
                         What happened to you?

                                     HENRY
                         I can't make any more deliveries.

                                     TODDY
                         Whadda you mean, you can't make 
                         any more deliveries? You're going 
                         to fuck up everything?

                                     HENRY
                         My father got a letter from the 
                         school. He said the next time he'll 
                         kill me.

                                                                 CUT TO:

               INT. AUTOMOBILE

               THREE HOODS and HENRY in parked car outside the post office.

                                     HOOD #1
                              (pointing to one 
                              postman)
                         Is that the one?

                                     HENRY
                         NO.

                                     HOOD 2
                              (pointing at another)
                         Him?

                                     HENRY
                         No.
                              (pause)
                         There. That's him. That's the guy.

               HOOD #1 and HOOD #2 get out of the car and grab the stunned 
               MAILMAN. He loses his hat and spills some mail as they 
               shove him into the car's rear seat.

               INT. A NEIGHBORHOOD PIZZERIA

               TODDY VARIO is standing in front of a pizza oven. HENRY 
               watches the HOODS shove the MAILMAN against the side of 
               the oven. WE SEE PAUL VARIO in the BG.

                                     TODDY
                              (pointing to Henry)
                         You know this kid?

                                     MAILMAN
                              (barely able to 
                              speak)
                         Yes.

                                     TUDDY
                         You know where he lives?

               MAILMAN nods.

                                     TODDY
                         You deliver mail to his house?

               MAILMAN nods again.

                                     TODDY
                         From now on, any letters to the 
                         kid from his school come directly 
                         here. Do you understand? One more 
                         letter from the school to the kid's 
                         house and ...

               TODDY looks at PAUL VARIO, who nods, and the HOODS pull 
               down the door or the pizza oven and shove the MAILMAN up 
               close.

                                     TODDY
                         ... you're going in the oven head-
                         first.

               FREEZE ON MAILMAN'S face, smeared against the hot stove.

                                     RENKY (V.O.)
                         That was it. No more letters from 
                         truant officers. No more letters 
                         from school. In fact, no more 
                         letters from anybody. How could I 
                         go back to school after that and 
                         pledge allegiance to the flag and 
                         sit through good government 
                         bullshit.

               EXT. MOB SOCIAL CLUB - DAY

               WE SEE HENRY entering a mob social club, nodding to a 
               friendly COP lounging outside, past WISEGUYS in sleeveless 
               underwear sunning themselves in front of the club. WE SEE 
               A COUPLE OF MENACING HOODS smile and nod hello at HENRY.

               REAR YARD OF SOCIAL CLUB

               HOODS are cooking sausages and peppers on grill. There are 
               bottles of homemade wine and keg of beer.

               WE SEE PAUL VAHIO holding court while eating a sausage 
               sandwich.  There are HOODS standing around him at a 
               respectful distance. Only TODDY approaches him with ease.

               WE SEE A HOOD talk to TODDY.  WE SEE TODDY relay the message 
               to PAUL. WE SEE PAUL say something to TODDY, who nods back 
               to the HOOD and then motions to HENRY to come over.  WE 
               SEE TODDY bend down a little and whisper in HENRY's ear.

               DOLLY IN ON PAUL's face.

                                     HENRY (V.O.)
                         Hundreds of guys depended on Paulie 
                         and he got a piece of everything 
                         they made. It was tribute, just 
                         like the old country, except they 
                         were doing it in America.  All 
                         they got from Paulie was protection 
                         from other guys looking to rip 
                         them off. That's what it's all 
                         about. That's what the FBI can 
                         never understand -- that what Paulie 
                         and the organization does is offer 
                         protection for people who can't go 
                         to the cops. They're like the police 
                         department for wiseguys.

               EXT. USED CAR LOT - NIGHT

               WE SEE TUDDY in his car, hand HENRY a hammer, some rags, - 
               and a five-gallon can of gasoline.

                                     TODDY
                              (driving away)
                         I'll be up at the corner.

               WE SEE HENRY break the windows of about six cars parked 
               facing the sidewalk.

                                     HENRY (V.O.)
                         People locked at me differently. 
                         They knew I was with somebody.

               HE SEE HENRY shove the gas-soaked rags through the broken 
               car windows.  HENRY looks up the block where TODDY has 
               parked. HE SEE TODDY (from HENRY'S LOT) look around and 
               nod. HENRY immediately begins tossing lighted matchbooks 
               through the smashed car windows.

                                     HENRY (V.O.)
                         I didn't have to wait on line at 
                         the bakery on Sunday morning anymore 
                         for fresh bread. The owner knew 
                         who I was with, and he'd come from 
                         around the counter, no matter how 
                         many people were waiting.  I was 
                         taken care of first.

               Suddenly the night explodes in orange brightness. WE SEE 
               HENRY begin to run toward TUDDY"s car as the cars he has 
               ignited begin to explode behind him.

                                     HENRY (V.O.)
                         Our neighbors didn't park in our 
                         driveway anymore, even though we 
                         didn't have a car. At thirteen, I 
                         was making more money than most of 
                         the grownups in the neighborhood.  
                         I had more money than I could spend. 
                         I had it all.

               FREEZE ON HENRY'S a silhouette against the darkness like a 
               man in hell.

                                     HENRY (V.O.)
                         One day some of the kids from the 
                         neighborhood carried my mother's 
                         groceries all the way home for 
                         her. It was out of respect.

                                                                 CUT TO:

               EXT.  HENRY'S HOUSE - DAY

               HENRY'S MOTHER opens door of house, bright daylight.

               MOTHER'S POV

               She sees grey lizard shoes, grey pinstriped trousers, grey 
               silk shirt, Billy Eckstein collar, yellow silk tie, and 
               double-breasted jacket.  She looks up and sees HENRY'S 
               smiling face.

                                     MOTHER
                              (aghast)
                         My God!  You look like a gangster.

                                                                 CUT TO:

               SCREAMING MAN

               Running toward the pizzeria, holding his hand.

               EXT.:  PIZZERIA - DAY

               WE SEE HENRY standing near front of store.

                                     MAN
                              (screaming)
                         I've been shot! Help!  Help!

                                     TUDDY
                              (from rear of store, 
                              to Henry)
                         Close the door. Don't let him in.

               HENRY grabs a chair, takes it outside for the MAN to sit 
               on and closes the pizzeria door.

               The MAS collapses in the seat and HENRY immediately starts 
               wrapping the MAN'S shredded and bleeding hand in his apron. 
               The MAN is turning white and praying.

                                     HENRY
                              (soothing the man)
                         It's okay. It's okay. They're 
                         getting an ambulance.

               WE SEE HENRY prop the MAN in his chair and race into the 
               pizzeria for more aprons which he takes outside and wraps 
               around the MAN'S bleeding hand, just as an ambulance pulls 
               up.

               WE SEE TODDY come up behind HENRY as the MAN is rushed 
               away.

                                     HENRY (V.O.)
                         It was the first time I had ever 
                         seen anyone shot.

                                     TODDY
                              (angry)
                         You're some fucking jerk.

               WE SEE that HENRY is stunned.

                                     TODDY
                         I You wasted eight fucking aprons 
                         on that guy. :

                                     HENRY (V.O.)
                         I remember feeling bad about the 
                         guy. But I remember feeling that 
                         maybe Tuddy was right.  I knew 
                         Paulie didn't want anybody dying 
                         in the building.

                                                                 CUT TO:

               INT.  CABSTAND - NIGHT

               HENRY is making a ham and cheese sandwich.

               CAMERA TRACKING through room full of PEOPLE playing cards, 
               through professional CARD DEALERS skittering cards across 
               green felt tables, through BODYGUARDS watching the door, 
               through TUDDY VARIO walking around the tables, through 
               PAUL VARIO standing quietly on the side, through HENRY 
               giving the sandwich to ONE of the PLAYERS.

                                     HENRY (V.O.)
                         It was a glorious time. Wiseguys 
                         were all over the place. It was 
                         before Apalachin and before Crazy 
                         Joey decided to take on a boss and 
                         start a war. It was when I met the 
                         world.  It was when I first met 
                         Jimmy Burke.

               CAMERA COMES TO REST when JIMMY BROKE walks in the door.

                                                                 CUT TO:

               HENRY

               Looking at JIMMY

                                     HENRY (V.O.)
                         He couldn't have been more than 
                         twenty-four or twenty-five at the 
                         time, but he was already a legend. 
                         He'd walk in the door and everybody 
                         who worked the room went wild. 
                         He'd give the doorman a hundred 
                         just for opening the door.  He 
                         shoved hundreds in the pockets of 
                         the dealers and who ran the games. 
                         The bartender got a hundred just 
                         for keeping the ice cubes cold.

               HENRY sees VARIO give BURKE a hug around the shoulder. 
               HENRY sees JIMMY handing money to the DOORMAN.  HENRY 
               watches PLAYERS timidly move their chairs slightly to make 
               room for JIMMY. HENRY sees JIMMY pull out a wad of bills 
               and sit down.

                                     JIMMY
                              (to Henry, who is 
                              standing near the 
                              bar)
                         Hey, kid! Get me a seven and seven.

               WE SEE HENRY make the drink and bring it to JIMMY.

               VARIO is standing next to JIMMY.

                                     VARIO
                              (his arm around 
                              Henry's shoulder)
                         Henry. Say hello to Jimmy Burke.

               WE SEE JIMMY slip a $20 bill in Henry's shirt pocket.

                                     JIMMY
                              (lifting his drink 
                              to Henry)
                         Keep 'em coming.

               FREEZE FRAME OH JIMMY.

                                     HENRY (V.O.)
                         Jimmy was one of the most feared 
                         gays in the city.  He was first 
                         locked up at eleven and was doing 
                         hits for mob bosses when he was 
                         sixteen. Hits never bothered him. 
                         It was business. But what he really 
                         loved to do was steal.  I mean, he 
                         actually enjoyed it.  Jimmy was 
                         the kind of guy who rooted for the 
                         bad guys in the movies.  He was 
                         one of the city's biggest hijackers. 
                         Clothes. Razor blades. Booze. 
                         Cigarettes. Shrimp and lobsters. 
                         Shrimp and lobsters were the best. 
                         They went fast.

               EXT. TRAILER TRUCK - NEAR IDLEWILD AIRPORT - NIGHT

               The trailer truck is stopped at a light in a deserted area 
               near JFK Airport. WE SEE the DRIVER being quietly led to a 
               car where JIMMY BURKE is standing. WE SEE JIMMY routinely 
               take the DRIVER'S wallet. There is absolutely no resistance.

                                     HENRY (V.O.)
                         And almost all of them were 
                         gimmie's.

                                                                 CUT TO:

               CLOSE UP - WALLET

               WE SEE JIMMY put a $50 bill in the DRIVER'S wallet.

                                     HENRY
                         They called him Jimmy the Gent. 
                         The drivers loved him. They used 
                         to tip him off about the really 
                         good loads. Of course, everybody 
                         got a piece. And when the cops 
                         assigned a whole army to stop him,
                              (pause)
                         Jimmy made them partners.

                                                                 CUT TO:

               EXT.  CABSTAND PACKING LOT - DAY

               CLOSE UP - ROWS OF CIGARETTE CARTONS

               piled inside a large trailer truck.

               JIMMY and TOMMY DESIMONE, a youngster about HENRY's age, 
               are moving large cigarette cartons toward truck tailgate. 
               While JIMMY is dressed like a truck driver, TOMMY is - 
               very nattily dressed in a sharply-cut suit and highly buffed 
               shoes.

               JIMMY and TOMMY are loading the cartons into the arms of a 
               WOMAN SCHOOL-CROSSING GUARD who is having difficulty 
               carrying the load.

                                     JIMMY
                         Tommy. Help the lady.

               WE SEE TOMMY scramble down from the truck and help the 
               SCHOOL-CROSSING GUARD to her own car where WE SEE she 
               already bad a load of the cartons.

               WE SEE HENRY standing near her car and watching.

                                     SCHOOL-CROSSING GUARD
                              (driving off)
                         Thank you, sweetheart.

                                                                 CUT TO:

               JIMMY standing between TOMMY and HENRY.

                                     JIMMY
                              (to Henry)
                         Say hello to Tommy. You'll do good 
                         together.

                                                                 CUT TO:

               POLICE CAR

               pulling onto the sidewalk where HENRY, TOMMY and JIMMY are 
               standing. The COPS recognize JIMMY.

                                     COP #1
                         Anything good?

               HENRY watches JIMMY smile and toss a couple of cartons of 
               cigarettes into their radio car.

               The COPS wave and drive off.

               EXT. FACTORY GATE - QUITTING TIME

               WE SEE HENRY busily selling cartons to WORKERS. TOMMY is 
               getting cartons out. of the trunk of a car parked nearby. 
               HENRY is so busy he can hardly keep the money and cash 
               straight. Instead of the neat roll we saw on JIMMY, HENRY's 
               cash is a wrinkled mess. Some of it is rolled, some folded, 
               some in different pockets. WE SEE HENRY approached by TWO 
               CITY DETECTIVES.

                                     DETECTIVE #1
                         What do you think you're doing?

                                     DETECTIVE #2
                         Where did you get these cigarettes?
                              (offering them 
                              cartons)
                         It's okay.

               DETECTIVE #l roughly grabs HENRY's arm.  DETECTIVE #2 grabs 
               HENRY's cigarette cartons. WE SEE HENRY pull his arm away 
               and ONE of the DETECTIVES slaps him across the face.

               WE SEE that TOMMY is about to say something, but runs away 
               instead.

               INT.  CABSTAND - DAY

               WE SEE TOMMY talking to TUDDY and ASSORTED HOODS at the 
               cabstand.

               INT.  COURTROOM - "AR-1"  (ARRAIGNMENT PART 1)

               HENRY is waiting along with DOZENS OF HOOKERS, nodding 
               JUNKIES, MUGGERS and SHOPLIFTERS.  When HENRY'S case is 
               called, WE PAN to a well-dressed MOB LAWYER.  HENRY, who 
               has never seen the LAWYER before, walks to the

               PROSECUTOR'S, rather than the DEFENDANT'S table.  A COURT 
               CLERK nods him over toward his own LAWYER.

               Without acknowledging HENRY, the LAWYER nods and smiles at 
               the JUDGE, who smiles and nods back.

                                     JUDGE
                         Councilor, proceed.

                                                                 CUT TO:

               INT. COURTROOM - CENTER AISLE

               HENRY is walking out of the court. HENRY sees JIMMY BURKE 
               smiling and waiting for him in the rear of the courtroom. 
               JIMMY puts his arm around HENRY like a father, and tacks a 
               one-hundred dollar bill into HENRY's chest pocket. They 
               walk out into the court corridor in silence together and 
               then, suddenly, HENRY sees PAUL VARIO, TOMMY, TUDDY, and 
               the WHOLE CREW from the cabstand waiting for him. They 
               start clapping and whistling and slapping his back and 
               cheering. VARIO, TUDDY and BURKE embrace him.

               While bewildered COPS and LAWYERS watch!

                                     CHORDS OF HOODS
                         You broke your cherry! You broke 
                         your cherry!

               LAST FREEZE.

               TITLE UP - IDLEWILD AIRPORT:  1955

               EXT. WIDE SHOT - IDLEWILD CARGO AREA

                                     HENRY (V.O.)
                         By the time I grew up, there was 
                         thirty billion a year in cargo 
                         moving through Idlewild Airport 
                         and we tried to steal every bit of 
                         it.

               EXT.  AIRPORT DINER - PARKING LOT - DAY

               ANGLE - GREY LIZARD SHOES AND SHARP GREY PANTS

               and UP TO SEE HENRY standing in parking lot, when a large 
               truck pulls up. WE SEE TOMMY DESIMONE standing with him.

                                     HENRY (V.O.)
                         You've got to understand, we grew 
                         up near the airport.. It belonged 
                         to Paulie. We had friends and 
                         relatives who worked all over the 
                         place and they tipped as off about 
                         what was coming in and what was 
                         going out.

               WE SEE DRIVES get out of track with engine still running 
               and leave door open. He nods to HENRY who does not respond 
               and the DRIVES casually walks toward the diner.

                                     HENRY (V.O.)
                         If any of the truckers or airlines 
                         gave as trouble, Paulie had his 
                         people scare then with a little 
                         strike. It was beautiful. It was 
                         an even bigger money-major than 
                         numbers, and Jimmy was in charge. 
                         Whenever we needed money, we'd rob 
                         the airport. To us, it was better 
                         than Citibank.

               INT. TABLE IN DINER

               WE SEE DRIVER rise from debris of breakfast dishes, leave 
               a tip and pay the CASHIER. Be walks out the door toward 
               his truck in the parking lot.

               HOLD ON the door.

               DRIVER rushes back in through the door toward the CASHIER.

                                     DRIVER
                              (flushed and agitated)
                         Hurry, gimme the phone. Two niggers 
                         just stole my track.

               INT. SONNY'S BAMBOO LOUNGE - DUSK

               A cavernous room within earshot of the airport that looks 
               like a movie nightclub. No matter when you walk into the 
               Bamboo Lounge it's always the middle of the night.

               CAMERA TRACKS past the zebra-striped banquettes and bar 
               stools, past sharpy BUSINESSMEN, BOOKMAKERS and HOODS.

                                     HENRY (V.O.)
                         There was Jimmy and Tommy and me. 
                         And there was Anthony Stabile, 
                         Angelo Sepe, Fat Andy, Frankie the 
                         Wop, Freddy No Nose, Pete the 
                         Killer, Nicky Blanda, Mikey 
                         Franzese, and Johnny Echoes, who 
                         got that nickname because he said 
                         everything twice.  Like*, "You 
                         wanna get the papers, get the 
                         papers."

               CAMERA TRACKS to the backroom which WE SEE is filled with 
               racks of clothes, boxed television sets, new toaster ovens 
               and stereos.  WE SEE MAN rolling racks of fur coats into 
               the room which looks like a discount store warehouse.

                                     MAN
                              (to Sonny)
                         Sonny, we got the coats.

                                     SONNY
                              (ignoring the man, 
                              and to Henry)
                         You got any suits?

                                     HENRY
                         Not till Thursday.

                                     SONNY
                              (closing door to 
                              backroom)
                         I need suits.

                                                                 CUT TO:

               HENRY, JIMMY, TOMMY, AND ASSORTED HOODS AND THEIR 
               GIRLFRIENDS

               are having a party. There are champagne buckets around the 
               table which is littered with steak and lobster dishes. The 
               table is a mess and everyone is laughing. WE SEE HENRY 
               look at his watch and look at the lounge's entrance.

                                     HENRY (V.O.)
                         For us to live any other way was 
                         nuts. To us, those goody-good people 
                         who worked shitty jobs for bum 
                         paychecks, who took the subway to 
                         work every day and worried about 
                         their bills, were dead. They were 
                         suckers. They had no balls. If we 
                         wanted something, we just took it. 
                         If anyone complained twice, they 
                         got hit so bad they never complained 
                         again. It was routine. You didn't 
                         even think about it.

                                                                 CUT TO:

               DOORWAY or BAMBOO LOUNGE WE SEE FRENCHY MCMAHON, a beefy 
               man in a leather wind-breaker, enter.

               WE SEE HENRY get up and go over to greet him.

                                                                 CUT TO:

               THE BAR

               HENRY and FRENCHY embrace.

               FRENCHY is still wearing his Air France cargo worker's - 
               coveralls under his leather jacket and WE SEE the "Air 
               France" logo and the name "Frenchy" in script over the 
               coverall's breast pocket.

                                     FRENCHY
                              (trying to whisper 
                              above the din)
                         It's all there. I can get you past 
                         the alarms and I can get the key.

               WE SEE HENRY torn to table and wave at JIMMY to join the 
               at the bar.

                                                                 CUT TO:

               THE TABLE

               WE SEE JIMMY get up and go to the bar.

               WE SEE TOMMY at the table with SONNY BAMBOO, the owner, 
               hovering around. SONNY BAMBOO is holding a thick sheaf of 
               bills.  WE SEE SONNY timidly approach TOMMY by whispering 
               in his ear. In the BG, WE ALSO SEE the face of a terrified 
               WAITER.

                                     TOMMY
                              (putting his arm 
                              around Sonny's 
                              shoulder)
                         It's okay.  Put it on the tab.

                                     SONNY
                              (whispering with 
                              fear a11 over his 
                              face)
                         Tommy, it's not just this.  Tommy, 
                         please. It's seven grand here.

               WE SEE TOMMY just stare menacingly at SONNY.

                                     SONNY
                              (he started, he 
                              might as well finish)
                         Tommy, I need the money, Tommy, 
                         please. I owe the world.

                                     TOMMY
                              (leaping from the 
                              table in a rage)
                         You Sonofabitch fuck. Are you 
                         calling me a deadbeat?  The money 
                         I spent here? Embarrassing me in 
                         front of my friends. You miserable 
                         fuck.
                              (turning to his 
                              pals)
                         Can you believe this bastard?
                              (back to a terrified 
                              Sonny)
                         Ungrateful fuck!  I oughta break 
                         your fucking legs!

               WE SEE SONNY BAMBOO flee toward his office, with TOMMY 
               making a half-hearted gesture to follow, but instead, he 
               walks over and joins HENRY, JIMMY and FRENCHY at the bar. 
               He is smiling.

                                     FRENCHY
                              (to Tommy)
                         Hey, Tommy. Have a drink.

               INT.  BACKROOM - CABSTAND - DAY

               WE SEE SONNY BAMBOO meekly seated at table facing PAUL 
               VARIO.  HENRY is standing behind SONNY BAMBOO for support.

                                     VARIO
                              (groaning)
                         If you knew those fucking kids. 
                         They're nuts. Especially that Tommy. 
                         What am I going to do with them?

                                     SONNY
                              (sweating)
                         But I'm worried. I'm hearing all 
                         kinds of things. Paulie.  You know 
                         me all my life.  I've always done 
                         the right thing.

                                     VARIO
                         You think that matters?  You think 
                         they give a shit about anything? 
                         The little bastards.

                                     SONNY
                         But it isn't right, Paulie.    
                         That Tommy, he's making trouble 
                         for me all over town.  I can't go 
                         here.  I can't go there.

                                     VARIO
                         You?  You think you're the only 
                         one?  I've talked to them a million 
                         times, but they don't listen.

                                     SONNY
                              (weakly)
                         But, Paulie, please.

                                     VARIO
                              (barely listening)
                         Someday they'll get what's coming 
                         to them. That's the only way they'll 
                         stop.

                                     SONNY
                              (pleading)
                         Paulie, I swear, I'm afraid. The 
                         guy's nuts. What do I have to do? 
                         Whatever I gotta do, I'll do.

                                     VARIO
                              (arms outstretched 
                              like a saint)
                         What can I do? If I could do 
                         something, don't you think I would?

               SONNY looks up at HENRY for support.

                                     HENRY
                              (to Sonny)
                         Tell him. It's okay.

                                     VARIO
                         What?

                                     SONNY
                         I was thinking that maybe you could 
                         come in with me. Take a piece of 
                         the place. If you were with me, 
                         maybe than they'd have to lay off.

                                     VASIO
                         What, do I need ...

                                     SONNY
                              (interrupting)
                         I mean it. We could do good.

                                     VARIO
                         You want a partner?

                                     SONNY
                         Please?

               EXT. BAMBOO LOUNGE - OUTSIDE - DAY

               WE SEE trucks with liquor, beer, sides of beef, even 
               furniture like bar stools and large mirrors being unloaded 
               and delivered into the front door.

                                     HENRY (V.O.)
                         Now the guy's got Paulie for a 
                         partner. Any problems, he goes to 
                         Paulie. Trouble with the bill?  He 
                         can go to Paulie. Trouble with the 
                         cops? Deliveries? Tommy? He can 
                         call Paulie.

               INT.  BAMBOO LOUNGE - DAY

               WE SEE HENRY AND TWO HOODS from cabstand checking the cases 
               of liquor being delivered into the lounge. The entire room 
               is filled floor to ceiling with cases of whiskey, wine, 
               crates of lobster, and shrimp, and stacks of table linen 
               and sides of beef. The place looks like a warehouse.

                                     HENRY (V.O.)
                         But now the guy has got to come up 
                         with Paulie 's money every week, 
                         no matter what. Business bad? Fuck 
                         you, pay me. You had a fire?  Fuck 
                         you, pay ma.  The place got hit by 
                         lighting? Fuck you, pay me.  Also, 
                         Paulie could do anything. Especially 
                         run up bills on the joint's credit. 
                         Why not? Nobody's gonna pay for it 
                         anyway.

               EXT.  BAMBOO LOUNGE - REAR ALLEYWAY - DAY

               WE SEE cases of liquor, wine, etc., being carried out of 
               the rear door of the lounge by HOODS from the cabstand and 
               loaded onto U-Haul trucks.

                                     HENRY (V.O.)
                         As soon as the deliveries are made 
                         in the front door, you move the 
                         stuff out the back and sell it at 
                         a discount. You take a two hundred 
                         dollar case of booze and sell it 
                         for a hundred. It doesn't matter. 
                         It's all profit.

               INT.  BAMBOO LOUNGE OFFICE

               HENRY, JIMMY and TOMMY are standing around the small 
               workman's table. There is no desk. The office looks denuded 
               of furniture.  A LAWYER is going over papers.

               A terrified, unshaven SONNY BAMBOO is seated behind the 
               desk. The LAWYER is showing him where to sign.

                                     HENRY (V.O.)
                         And, finally, when there's nothing 
                         1 left, when you can't borrow 
                         another buck from the bank or buy 
                         another case of booze, you bust 
                         the joint out.

                                                        CUT DIRECTLY TO:

               LARGE CLOSE UP OF - HANDS

               making rolls of toilet paper being kneaded into long rolls 
               with Sterno.

                                                                 CUT TO:

               HENRY AND TOMMY shoving wads of Sterno paper into the 
               ceiling rafters.

                                     HENRY (V.O.)
                         You light a match.

                                                                 CUT TO:

               CLOSE UP - MATCH

               Lighting rolls of Sterno paper.

               EXT. BAMBOO LOUNGE - CURBSIDE - NIGHT

               The street is empty.  HENRY and TOMMY are seated in HENRY'S 
               car. They are watching the Bamboo Lounge.

                                     TOMMY
                              (to Henry)
                         You gotta help me. Okay? This girl 
                         I told you about? Diana? She's 
                         from the Five Towns. She's Jewish. 
                         She won't go out with me alone. 
                         Can you believe this shit? She's 
                         fucking prejudiced, but she's built. 
                         She's never been out with an Italian 
                         before. She says she'll only go 
                         out on a double date with her 
                         girlfriend.  You believe this shit? 
                         But you gotta see her. I mean, 
                         she's beautiful.

                                     HENRY
                              (laughing)
                         Will you get the fuck out of here.

                                     TOMMY
                         Is it my fault she won't go out 
                         without her girlfriend?  For 
                         Chrissake.  Come on.  You don't 
                         even have to stay.  Jeesuz!  What's 
                         the big deal?

                                     HENRY
                         Tommy  ...

                                                                 CUT TO:

               HENRY AND TOMMY

               watching smoke coming out of basement windows of Bamboo 
               Lounge.

                                     TOMMY (O.S.)
                              (back to conversation)
                         I swear you don't have to do 
                         nothing. You just show up and then 
                         leave. What do you think, I want 
                         you around? All I need is for you 
                         to get me started.

               We hear car angina start.

               INT. A QUIET PLUSH BANQUETTE IN THE VILLA CAPRA

               A red damask restaurant. TOMMY and HENRY are seated on the 
               outside of a U-shaped banquette with their two girls, DIANE 
               and KAREN, seated inside.  DIANE is being wooed and pawed 
               by a blissful TOMMY. DIANE is enjoying every bit of TOMMY'S 
               undivided attention. KAREN has not touched her melted baked 
               Alaska and is looking directly at HENRY. HENRY is stirring 
               his coffee.

                                     HENRY (V.O.)
                         I had a meeting with Tuddy around 
                         eleven o'clock and here I am a 
                         back-up guy.

                                     KAREN
                              (sarcastically)
                         Have more coffee.  It'll wake you 
                         up.

                                     HENRY (V.O.)
                         I couldn't wait to get away. I was 
                         ordering the dessert when they 
                         were eating dinner. When they were 
                         having coffee, I was asking for a 
                         check.

                                     TOMMY
                              (to Henry, while 
                              hugging Diana)
                         Isn't she great? Isn't this great? 
                         Let's do it tomorrow night? Okay?

                                     KAREN (V.O.)
                         I couldn't stand him.  I thought 
                         he was really obnoxious. He kept 
                         fidgeting around.

               EXT. RESTAURANT - PARKING LOT - NIGHT

               WE SEE HENRY pushing KAREN Into the car.

                                     KAREN (V.O.)
                         Before it was even time to go home 
                         he was pushing me into the car ...

               EXT. CURBSIDE - KAREN'S HOUSE -

               WE SEE HENRY hurrying KAREN out of the car.

                                     KAREN (V.O.)
                         ... and then pulling me out.  It 
                         was ridiculous. But Diana and Tommy 
                         had made us promise to meet them 
                         again on Friday night. We agreed. 
                         Of course, when Friday night came 
                         around, Henry stood me up.

               INT.  VILLA CAPRA RESTAURANT - NIGHT

               WE SEE TOMMY, DIANE and KAREN seated at a table set for 
               four.

                                     KAREN (V.O.)
                         We were a trio instead of double-
                         date that night, but I made Tommy 
                         take me looking for him.

               EXT. CABSTAND SIDEWALK - NIGHT

               A hot night. The HOODS have moved to the sidewalk where WE 
               SEE them sitting in sleeveless underwear, watching the 
               street.

               WE SEE HENRY leave the cabstand when suddenly a car 
               screeches up on the sidewalk directly in front of him. The 
               HOODS scatter and WE SEE that HENRY is terrified.

                                     KAREN
                              (charging out of 
                              the door, screaming)
                         You've got some nerve. Standing me 
                         up. Nobody does that to me. Who do 
                         you think you are? A big shot?

                                                                 CUT TO:

               HENRY

               who sees TOMMY and DIANE in the car, laughing.

                                     HENRY
                              (embarrassed and 
                              defensive)
                         I didn't know, I swear.  I thought 
                         it was next week.

                                     KAREN
                         Liar!

                                                                 CUT TO:

               HENRY

               Who sees the WISEGUYS laughing.

                                     HENRY
                         Take it easy.  We can talk about 
                         it.

                                     HENRY (V.O.)
                         She's screaming on the street and 
                         I mean loud, but she looked good. 
                         She had these violet eyes.  I 
                         remember she's screaming, but mostly 
                         I'm looking at her eyes. They were 
                         just like Elizabeth Taylor's. That's 
                         what everybody said.

                                     KAREN
                              (furious)
                         Talk? To you? After what you did!

                                     HENRY
                         I thought you were going to stand 
                         me up. You looked bored. You didn't 
                         say anything. What did you expect. 
                         Tommy was all over me. Right?

               WE SEE KAREN relax for a second.

                                     HENRY
                         Come on, let me make it up.

               INT.  ENTRY TO KAREN'S SUBURBAN HOME - EVENING

               ANGLE ON GOLD CROSS AROUND MAN'S NECK

               and TILT UP. HENRY is all smiles and slicked-up.

               Standing in the door wearing a grey suit and open-necked 
               black silk shirt with a gold cross and chain.

                                     KAREN
                              (filled with alarm)
                         Button year shirt, quick!  Hurry

               HENRY buttons his shirt as KAREN'S MOTHER comes to the 
               door.

                                     KAREN
                         Ma, this is my friend, Henry Hill.

                                     MOTHER
                         My daughter says you're half-Jewish?

               EXT.  COPACABANA - NIGHT

               HENRY gives the keys and a rolled-up twenty-dollar bill to 
               the DOORMAN at the building across the street and steers 
               KAREN toward the Copa.

                                     KAREN
                         What're you doing? What about the 
                         car?

                                     HENRY
                              (while pushing her 
                              through the crowd 
                              waiting to get in)
                         He watches it for me. It's better 
                         than waiting at a garage.

               HE SEE HENRY deftly steer KAREN away from the Copa's main 
               entrance and down the basement steps. A HUGE BODYGUARD, 
               eating a sandwich in the stairwell, gives HENRY a big 
               "Hello." WE SEE HENRY walk right through the basement 
               kitchen, which is filled with CHINESE and LATINO COOKS and 
               DISHWASHERS who pay no attention. KAREN is being dragged 
               along, open-mouthed, at the scene. HENRY starts up a stained 
               kitchen staircase through a pair of swinging doors and 
               suddenly KAREN sees she is inside the main room. The harried 
               MAITRE D' (he is surrounded by CUSTOMERS clamoring for 
               their tables) waves happily at HENRY and signals to a 
               CAPTAIN. WE SEE a table held aloft by TWO WAITERS wedging 
               their way toward the stage and plant the table smack in 
               front of what had until that moment been a ringside table. 
               As HENRY leads KAREN to their seat, she sees that he is 
               nodding and shaking hands with MANY of the OTHER GUESTS.  
               WE SEE HENRY quietly slip twenty-dollar-bills to the 
               WAITERS.

                                     KAREN
                              (sitting down)
                         You gave them twenty dollars each?

               WE SEE the CAPTAIN approach with champagne.

                                     CAPTAIN
                         This is from Mister Tony, over 
                         there.

                                     HENRY
                         Where, over there?

                                     CAPTAIN
                         Over there, over there.

               KAREN watches HENRY turn around and wave at a 280-POUND 
               HOOD.

                                     KAREN
                         What do you do?

                                     HENRY
                              (toasting Karen and 
                              clinking glasses)
                         I'm in construction.

                                     KAREN
                              (taking his hands)
                         They don't feel like you're in 
                         construction.

               HENRY turns to the stage where the lights begin to dim and 
               BENNY YOUNGMAN walks out.

                                     HENRY
                         I'm a union delegate.

               EXT. AIR FRANCE CARGO AREA - NIGHT

               On loading platform HE SEE HENRY and TOMMY dressed in Air 
               France coveralls.

               HENRY is carrying a large suitcase.

               Suddenly WE SEE FRENCHY McMAHON come through a door, slip 
               HENRY a key and lead them back into the office area near 
               the entrance.

               HENRY goes to the door marked "SECURITY AREA" that FRENCHY 
               points out and opens it with the key. HENRY and TOMMY go 
               inside.

                                                                 CUT TO:

               HENRY AND TOMMY

               coming out with the suitcase, close the door and walk right 
               past FRENCHY without saying a word.

               INT. CABSTAND BACKROOM - NIGHT

               WE SEE the suitcase open on the desk. WE SEE VARIO, JIMMY, 
               HENRY and TOMMY standing around, wreathed in smiles. HENRY 
               is counting stacks of cash, spreading them all over the 
               desk.

                                     HENRY (V.O.)
                         Air France made me. We walked out 
                         with four hundred and twenty 
                         thousand dollars without a gun. 
                         And we did the right thing.

               HENRY counts up $420,000 and slides ten packages of $l00-
               bills in front of VARIO who stands up and proudly kisses 
               HENRY on the cheek. JIMMY and TOMMY, both aglow with the 
               moment, look on.  It is clear that HENRY has come of age.

                                                                 CUT TO:

               HENRY'S FACE

                                     VARIO
                              (to Henry)
                         It's a lot of money for a kid. If 
                         anyone asks, just say you won it 
                         shooting crap.

               EXT. BEACH CLUB - DAY

               HENRY and KAREN are at a sun-drenched table after paper-
               cup and paper-plate lunch where HENRY is trying to pay 
               cash.

                                     KAREN
                              (touching Henry's 
                              arm)
                         No.  No.  You've got to sign for 
                         it.

               WE SEE athletic YOUNG MEN and WOMEN in white clothe* 
               carrying tennis and squash rackets walk by. One young man, 
               BRUCE, says hello to KAREN. She introduces him to HENRY.

                                                                 CUT TO:

                                     KAREN
                              (after Bruce walks 
                              on)
                         He lives across the street.

                                                                 CUT TO:

               CHAMPAGNE

               being sent to table.

               INT. NIGHTCLUB - NIGHT

               CAMERA PANS to stage where WE SEE SINGER'S back and HENRY 
               and KAREN at a luxurious ringside table with linen, silver, 
               and crystal.

                                     KAREN (V.O.)
                         One night Billy Daniels sent us 
                         champagne. There was nothing like 
                         it.  I didn't think that there was 
                         anything strange in any of this --  
                         you know, a twenty-one-year-old 
                         kid with such connections.

                                                                 CUT TO:

               INT. HENRY'S CAR - DAWN

               HENRY and KAREN are sipping champagne from Copa glasses in 
               car parked outside her house.

                                     KAREN (V.O.)
                         He was an exciting guy. He was 
                         really nice. He introduced me to 
                         everybody. Everybody wanted to be 
                         nice to him. And he knew how to 
                         handle it.

                                                                 CUT TO:

               INT. MARTY KRUGMAN'S QUEENS BOUEVARD WIG AND BEAUTY SALON - 
               DAY

               ANGLE ON MARTY'S TELEVISION COMMERCIAL

               WE SEE MARTY swimming the length of a pool, surrounded by 
               adoring MODELS in bathing suits.

                                     MARTY'S TV (V.O.)
                         They'll stay put even in a typhoon. 
                         And I should know. I'm the president 
                         of the company."

               WE SEE MARTY and HENRY standing near television set 
               commercial is repeated over and over.  MARTY is taking 
               bets on the phone and complaining to HENRY. WE SEE an 
               agitated JIMMY BURKE in BG poking at wigs and looking toward 
               HENRY and MARTY

                                     MARTY.
                              (complaining sotto 
                              voice to Henry 
                              while taking bets 
                              on the phone)
                         Jimmy's busting my chops.
                              (into phone)
                         Okay, give 'em eight to five on 
                         Cleveland.
                              (hangs up phone and 
                              to Henry, while 
                              nervously eyeing 
                              in the other room)
                         He wants three points over the 
                         vig.  From me?   I don't believe 
                         this shit?

                                     HENRY
                              (pleading)
                         Marty.  Please.  You know Jimmy. 
                         You borrowed his money.  Pay 'em.

                                     MARTY
                              (so outraged his 
                              voice gets loader)
                         I didn't agree to three points 
                         over the vig.- What am I nuts? I 
                         didn't need it that much.

                                     HENRY
                              (getting exasperated)
                         What are you gonna do? Fight with 
                         him?  He wants his money.

                                     MAJKTY
                         Fuck 'em.  I never paid points.  I 
                         always did the right thing. Did I 
                         ever bust his balls?  Did I?  Did 
                         I?  I could have dropped a dime a 
                         million times,  and I wouldn't 
                         have had to pay dick.

                                     HENRY
                              (getting annoyed)
                         Marty, you're talking crazy. Drop 
                         a dime? Call the cops? Don't even 
                         let anybody hear such bullshit.  
                         Hey don't you just pay the man his 
                         money and shut the fuck up.

               WE SEE JIMMY in BG start toward HENRY and MARTY when he 
               hears HENRY raise his voice.

               WE SEE JIMMY come up behind MARTY and wrap the long 
               telephone extension cord around MARTY's neck.  WE SEE 
               MARTY's eyes begin to pop. WE SEE HENRY try to get his 
               hands between the wire and MARTY's neck while trying to 
               get JIMMY to stop.

                                     JIMMY
                              (total fury)
                         You got money for your bullshit 
                         television, don't you?  I gotta 
                         watch you swimming back and forth 
                         on TV all night long, don't I?  
                         You got money for that, but you 
                         don't have my money?

                                     HENRY
                         Jimmy. He'll be okay. He's good 
                         for it. Relax.

               WE SEE MARTY nodding in agreement that he will pay. 
               Suddenly, the phone rings.

               WE SEE JIMMY, HENRY and MARTY frozen for a second.  WE SEE 
               JIMMY relax the cord. WE SEE MARTY pick up the phone. The 
               extension cord is still loosely wrapped around his neck.

                                     MARTY
                              (handing Henry the 
                              phone)
                         It's for you.

               HENRY takes the phone.

                                     HENRY
                              (fury crosses his 
                              face)
                         Wait there.

               HENRY races out the door, leaving MARTY and JIMMY docilely 
               looking after him as he runs out the door.

               EXT. ROADSIDE TELEPHONE BOOTH ON HIGHWAY

               WE SEE KAREN waiting at booth as HENRY pulls up.

               INT. HENRY'S CAR

                                     KAREN
                              (crying and 
                              disheveled)
                         I've known him all my life. He 
                         just started grabbing at me. He 
                         wouldn't stop. And when I hit him 
                         across the nose with my shoe, he 
                         got mad and shoved me over.

               EXT. KAREN'S PARENTS HOUSE

               HENRY's car is parked at the curb. A new red Corvette is 
               parked across the street.

                                     HENRY
                         Go inside. I'll be right there.

                                     KAREN
                         What are you gonna do?

                                     HENRY
                         Get inside!

               When KAREN gets out of the car, WE SEE HENRY reach under 
               the seat for a snub-nose .38 revolver.

               EXT. CORVETTE DRIVEWAY

               WE SEE HENRY walk down driveway to the backyard area where 
               BRUCE and TWO of his BROTHERS are talking.  BRUCE sees 
               HENRY and walks toward him.  BRUCE'S TWO BROTHERS are 
               smirking.

                                     BRUCE
                         What do you want?

               They get closer.

                                     BRUCE
                              (annoyed and menacing)
                         Hey!  Fucko! You want something?

               With absolutely no warning, HENRY reaches out and grabs 
               BRUCE's hair with one hand and pulls his gun out of his 
               waistband with the other. In almost one motion, HENRY

               Smashes the gun across BRUCE's face. Teeth fall from BRUCE's 
               mouth. The TWO BROTHERS, still not seeing the gun, start 
               toward HENRY, but HENRY continues to pound the gun into 
               BRUCE'S face like a dinner gong.  BRUCE's head is still 
               off the ground only because HENRY refuses to let go of his 
               hair.  BRUCE'S BROTHERS realize HENRY has a gun. They freeze 
               and back off.

                                     WOMAN'S VOICE
                              (from a window)
                         HELP! Police! He's got a gun!  
                         Police!  Quick!  Murder!

               HENRY drops BRUCE to the ground.

               EXT. KAREN'S DRIVEWAY

               WE SEE KAREN standing at the side door as HENRY races up 
               and puts something in her hand.

                                     HENRY
                              (panting)
                         Here, hold this.

               WE SEE KAREN look down.

                                                                 CUT TO:

               KAREN'S HAND

               holding gun.

               CLOSE UP - GUN

                                     KAREN (V.O.)
                         I know there are women,  like my 
                         best friends, who would have gotten 
                         out of there the minute their 
                         boyfriend gave them a gun to hide.  
                         "Fha!  You and your gun. Get out 
                         of here, who needs you?"  That's 
                         what they would have said to him.  
                         But I didn't. I've got to admit 
                         the truth.  It turned me on.

               WE SEE KAREN look around to make sure no one else has seen 
               her. She then leans over and hides the gun in the milk box 
               at her feet.

               INT. KAREN'S PARENTS' HOUSE

               WE SEE hands carefully wrapping a white linen table napkin 
               around some object. WE SEE the napkin and object placed on 
               the fleer. WE SEE a MAN's heel cone down and smash the 
               object:, which turns out to be a wine glass. We are at a 
               small Jewish living room wedding with a canopy and RABBI 
               and it was HENRY who broke the glass as a part of the 
               ritual.  KAREN'S PARENTS are glumly looking on. HENRY'S 
               PARENTS are even glummer. Only MICHAEL, HENRY's brother in 
               the wheelchair, looks pleased.

               INT. CHATEAU BLEU CATERING HALL

               PAULIE VARIO, FRENCHY, MARTY KRUGMAN, TOMMY DESIMONE, and 
               ALL of their WIVES and FIANCEES are present.

               PAN from HENRY'S and KAREN'S PARENTS sitting uneasily at 
               different tables.

               JUMP CUTS TO PAUL VARIO presiding at a sort of line, 
               introducing KAREN to the VARIO FAMILY and GUESTS.  HENRY 
               stands behind KAREN, smiling proudly.

                                     KAREN (V.O.)
                         It was like he had two families. 
                         The first time I was introduced to 
                         them all at once, it was crazy.  
                         Paulie and his brothers had lots 
                         of sons and nephews and almost all 
                         of them were named Peter or Paul. 
                         It was unbelievable. There must 
                         have been two dozen Peters and 
                         Pauls at the wedding. Plus, they 
                         were all married to girls named 
                         Marie, and they named all their 
                         daughters Marie. By the time I 
                         finished meeting everybody. I 
                         thought I was drunk.

                                                                 CUT TO:

               HENRY AND KAREN'S TABLE

               Seated nearby are a beaming JIMMY BURKE and his wife, MICKEY 
               BURKE.

               WE SEE VARIO approach and hand KAREN an envelope.

                                     VARIO
                         Here.  This is for you.

                                     KAREN
                              (looking down at 
                              the envelope)
                         Paulie, you shouldn't.

               WE SEE that VARIO's envelope is richly embossed with hearts 
               and flowers and has a clear window in front through which 
               she can see several neatly-folded hundred, dollar bills. 
               When KAREN looks up, she sees that EVERY WISEGUY and his 
               WIFE are lined up before her and that they are ALL holding 
               envelopes with clear windows in front.

                                                                 CUT TO:

               KAREN

               perspiring a little as she accepts and thanks the DOZENS 
               OF WISEGUYS giving her the envelopes. WE ALSO SEE HENRY 
               has opened a plastic supermarket shopping bag under the 
               table where he is stuffing the envelopes just as soon as 
               KAREN accepts them.

                                                                 CUT TO:

               HENRY AND KAREN getting up to dance.

                                     KAREN
                              (whispering)
                         My bag. My bag.

                                     HENRY
                              (amused)
                         What bag?

                                     KAREN
                              (desperate)
                         The bag with the envelopes.

                                     HENRY
                              (chiding)
                         Oh that. Don't worry about that. 
                         Nobody's gonna steal it.

               INT. KAREN'S MOTHER'S HOUSE - LIVING ROOM - DAWN

               WE SEE KAREN propped up, awake, in a chair.  Her FATHER is 
               seated on a sofa, asleep.  KAREN'S MOTHER is looking out 
               the window.

                                     KAREN'S MOTHER
                         He didn't call?

                                     KAREN
                         He's with his friends.

                                     KAREN'S MOTHER
                         What kind of person doesn't call?

                                     KAREN
                         He's a grown man. Be doesn't have 
                         to call every five minutes.

                                     KAREN'S MOTHER
                         If he was so grown up he'd get you 
                         two an apartment.

                                     KAREN
                         Don't bring that up. You're the 
                         one who wanted us here.

                                     KAREN'S MOTHER
                              (ignoring the charge)
                         Look. He's got the whole house in 
                         an uproar.

                                                                 CUT TO:

               FATHER dozing on sofa.

                                     KAREN'S MOTHER
                         He's got your father upset. Good 
                         thing he doesn't have to go to 
                         work in the morning. Is this what 
                         he deserves?

                                     KAREN
                         Ma!  Please! You're driving me 
                         crazy.

                                     KAREN'S MOTHER
                         Driving you crazy?  Don't get me 
                         started.  You're here a month and 
                         sometimes I know he doesn't come 
                         home at all. What kind of people 
                         are these?

                                     KAREN
                         Ma!  Stop! What do you want me to 
                         do?

                                     KAREN'S MOTHER
                         Do?  What can you do?  What did 
                         you expect?  He wasn't Jewish. Did 
                         you know bow they live?  Your father 
                         would never stay out this late 
                         without calling.  In thirty years 
                         he never stayed out all night.

                                                                 CUT TO:

               FATHER SLEEPING ON SOFA

                                     KAREN
                         Stayed out? Daddy never went out 
                         at all.

                                                            DISSOLVE TO:

               TITLE UP - 6:30 A.M.

               We hear car door open in front of house.

                                                                 CUT TO:

               KAREN AND KAREN'S MOTHER

               open the door together and WE SEE HENRY standing in doorway, 
               a little drunk.

               Behind HENRY WE SEE a car with TOMMY DESIMONE still parked 
               at the curb.

               KAREN is happy to see him. She smiles.

                                     KAREN'S MOTHER
                              (angrily)
                         Where were you? Where have you 
                         been? Why didn't you call? We were 
                         all worried to death! A married 
                         man doesn't stay out like this!

               WE SEE HENRY look at KAREN, look at KAREN'S MOTHER and 
               turn around and get back in the car and drive away.

               KAREN BEGINS TO CRY.

               KAREN'S FATHER sleepily comes to the door.

                                     KAREN'S MOTHER
                              (as Henry drives 
                              away)
                         Normal people don't live this way.

               INT. LIVING ROOM - JIMMY AND MICKEY'S ARCHIE-BUNKER HOUSE - 
               NIGHT

               KAREN and MOST of the WOMEN we saw at the wedding are at 
               MICKEY's cosmetic party. There are large cardboard posters 
               of glamorous models using the cosmetic's at MICKEY'S feet.

                                     KAREN (V.O.)
                         We weren't married to nine-to-five 
                         guys, but the first time I realized 
                         how different was when Mickey had 
                         a hostess party.

                                                                 CUT TO:

               MICKEY

               Brushing another woman, ANGIE's, hair while showing off a 
               new brush.

                                     MICKEY
                              (to Angie)
                         Angie, sweetheart, you want it 
                         fluff?

                                                                 CUT TO:

               ANGIE'S TIRED FACE

               black-ringed eyes and thin mouth.

                                     ANGIE
                         He's the one with the hands. I'd 
                         like to smack his face.

                                     WOMAN #1
                         The red-haired guy?  He looks a 
                         like a farmer?

                                     ANGIE
                         Sonofabitch.  I swear.  You can't 
                         go through the gate without his 
                         hands.  I told him.  Keep' your 
                         fucking hands off, you Sonofabitch,  
                         or I'll cut them off.

               WE SEE the WOMEN laugh.

                                     ANGIE)
                         He don't know bow lucky he is. It 
                         I just mentioned it to Vince, I 
                         don't even want to know.

                                     WOMAN #1
                         That's the problem.  How can you 
                         mention it? Vince 'd kill him.

                                     ANGIE
                         You think I don't know? You think 
                         I like to keep this inside? But I 
                         gotta, or he'll kill the miserable 
                         bastard and he'll be there for 
                         life. It's disgusting what you 
                         have to put up with.

                                     MICKEY
                              (while fluffing 
                              Angle's hair)
                         Look at Jeannie's kid.

                                     ANGIE
                         What? What happened?

                                     MICKEY
                         The oldest one.  He was in an 
                         argument. A lousy ten-dollar card 
                         game. The kid pulls out a gun. It 
                         goes off. The kid gets killed. The 
                         grandmother hears it and finds out 
                         he's been arrested. She has a heart 
                         attack.  She drops dead right on 
                         the spot. Now Jeannie's got a 
                         husband and son in jail and a mother 
                         in the funeral parlor.

                                     ANGIE
                         But he was always a bad kid, that 
                         one.

                                     MICKEY
                         No. Come on. It was the younger 
                         one that was the bad one.

                                     KAREN (V.O.)
                              (continuing over 
                              dialogue)
                         They had bad skin and wore too 
                         much makeup. I mean they didn't 
                         look very good. They looked beat-
                         up.

               CLOSE UP - WOMEN

               Talking.

                                     KAREN (V.O.)
                         You never saw teeth like that where 
                         I was growing up and the stuff 
                         they wore was thrown together and 
                         cheap. A lot of pants suits and 
                         double-knits. And they talked about 
                         how rotten their kids were and 
                         about beating them with broom 
                         handles and leather belts, but 
                         that the kids still didn't pay any 
                         attention. When Henry picked me 
                         up, I was dizzy.

               INT. BEDROOM - KAREN'S MOTHER'S HOUSE - NIGHT

               WE SEE they are getting ready for bed.

                                     KAREN
                         I Don't know. I don't know if I 
                         could live that way. What if, God 
                         forbid, you go to prison. Mickey 
                         said Jeannie's husband --

                                     HENRY
                              (angrily interrupting)
                         Are you nuts?  Jeannie's husband 
                         went to the can just to get away 
                         from her, she's such a pain in the 
                         ass. Let me tell you. Nobody goes 
                         to jail unless they want to, unless 
                         they make themselves get caught. 
                         They do stuff with the wrong people. 
                         They don't have things organized. 
                         You know who goes to jail? Nigger 
                         stickup men. That's who. And they 
                         only get caught because they fall 
                         asleep in the getaway car.

               KAREN looks down.  She listening.

                                     HENRY
                         Listen, we're beginning to make 
                         real money for the first time. 
                         It's business. Do you think I'm 
                         going to walk away from that?

               HENRY puts his arm around KAREN and begins to hug her.

                                     KAREN (V.O.)
                         After a while, it all got to be 
                         normal. None of it seemed like 
                         crimes. It was more that Henry was 
                         enterprising. That he and the guys 
                         were making a few bucks hustling, 
                         while other men were sitting on 
                         their asses waiting for handouts. 
                         Our husbands weren't brain surgeons. 
                         They were blue collar guys, and 
                         the only way they could get extra 
                         money, real extra money, was to go 
                         out and cut a few corners.

                                                                 CUT TO:

               INT. TRUCK - NIGHT

               ANGLE ON  HENRY AND TOMMY

               who is carrying a brown paper bag as though it were a gun, 
               pulling a DRIVER out of his truck and shoving him toward 
               ANOTHER HOOD who pushes him into the rear seat of a car 
               Where WE SEE - ANOTHER HOOD.

                                                            CUT BACK TO:

               HENRY AND TOMMY getting into the truck.

                                                                 CUT TO:

               ROAD where HE SEE the truck drive off.

                                                            CUT BACK TO:

               TRUCK

               Where WE SEE the paper bag in TOMMY'S hand explode in a 
               red burst as he wildly fixes shots into the air.

               He hear HENRY's laughter.

                                     KAREN (V.O.)
                         And we were also very close. I 
                         mean, there were never any outsiders 
                         around. Absolutely never!  And 
                         being together all the time made 
                         everything seem even more normal.

               INT. HENRY'S DOORWAY

               WE SEE KAREN looking at a search warrant being shown to 
               her by DETECTIVES who are being very polite. The CHILDREN 
               are looking on.

                                     KAREN (V.O.)
                         There was always a little 
                         harassment. They always wanted to 
                         talk to Henry about this or that. 
                         They'd come with their subpoenas 
                         and warrants and make me sign.  
                         But mostly they were just looking 
                         for a handout. A few bucks to keep 
                         things quiet, no matter what they 
                         found.

                                     KAREN
                              (signing the paper)
                         Can I make you some coffee?

               The DETECTIVES smile and, taking off their hats, walk into 
               the house where KIDS and KAREN resume watching TV.

                                     KAREN (V.O.)
                         I always asked them if they wanted 
                         coffee. Some of the wives, like 
                         Mickey Burke, used to curse at 
                         them and spit on the floor. Imagine. 
                         She'd spit on her own floor.   
                         That never made any sense to me.  
                         It was better to be polite and 
                         call the lawyer.

                                                                 CUT TO:

               IN BACKGROUND HE SEE the DETECTIVES going through the house.

                                                                 CUT TO:

               INT. DINING ROOM - JIMMY HORSE'S HOUSE - NIGHT

               WE SEE JIMMY and MICKEY and HENRY and KAREN and TODDY and 
               WIFE, TOMMY and GIRLFRIEND, MARTY and FRAN KRUGMAN, ANGELO 
               SEPE and WIFE and the ASSORTED CHILDREN, all wearing party 
               hats and blowing out the candles on nine-year-old JESSE 
               JAMES BURKE's huge layer cake.

                                     KAREN
                         We  did everything together and we 
                         were always the same crowd. 
                         Anniversaries. Christenings.  We 
                         only want to each other's houses.

                                                                 CUT TO:

               SNAPSHOT OF JIMMY HOGGING KAREN AND MICKEY AT TABLE

                                     KAREN (V.O.)
                         The woman played cards.  When my 
                         kids were born. Jimmy and Mickey 
                         were always the first at the 
                         hospital.

                                                                 CUT TO:

               SNAPSHOT OF BEAMING JIMMY, MICKEY AND HENRY EMBRACING 
               AGAINST THE WINDOW OF MATERNITY HOSPITAL WHILE A NURSE 
               HOLDS OP A BABY.  MICKEY IS IN TEARS.

                                     KAREN (V.O.)
                         When we went to the Islands or 
                         Vegas for vacation, we always . 
                         went together.

                                                                 CUT TO:

               SNAPSHOT OF JIMMY AND MICKEY AND HENRY AND KAREN IN BATH-
               SUITS STANDING NEXT TO THEIR POOLSIDE CHAIRS HOLDING TALL 
               TRADER VIC'S-STYLE DRINKS WITH TINY UMBRELLAS AND PINEAPPLE 
               STICKING OUT OF THEM.

                                     KAREN
                         It got to ba normal. I got to where 
                         I was even proud that I had the 
                         kind of husband who was willing to 
                         go out and risk his neck just to 
                         get us the little extras.

                                                                 CUT TO:

               INT. HENRY AND KAREN'S SUBURBAN HOUSE - MORNING

               ANGLE ON HENRY'S BEDROOM CLOSET

               CAMERA TRACKS row after row of neatly hung suits and sports 
               jackets and racks of sharp shoes.

               WE SEE HENRY getting undressed.  He neatly hangs his jacket 
               and then lifts the front of his sport shirt to his neck, 
               REVEALING thick packets of crisp $50 and $100 bills be has 
               wedged all around his waist.

                                     KAREN (O.S.)
                         But I got my mother to watch the 
                         kids tomorrow night.

                                                                 CUT TO:

               KAREN'S BEDROOM CLOSET

               CAMERA TRACKS past rows of KAREN'S dresses, pants suits, 
               blouses, shoes and fur coats.

                                     HENRY (O.S.)
                         I told you I can't.

                                                                 CUT TO:

               KITCHEN

               WE SEE HENRY, now shaved and dressed in a different suit.  
               He is on his way out.

                                     KAREN
                              (annoyed)
                         I'm gonna need some money.

                                     HENRY
                         How much?

               WE SEE KAREN hold her thumb and forefinger about an inch 
               apart.

               WE SEE HENRY take about an inch and a half of money from 
               his inside jacket pocket, slap it on the table and go out 
               the door.

               INT. THE SUITE - NIGHT

               A plush, overdecorated cocktail lounge and nightclub on 
               Queens Boulevard, where we hear Sergio Pranchi on the 
               jukebox.

               (NOTE:  REPLAY THE OPENING OF THE FILM AT 9 TIMES NORMAL 
               SPEED -- HENRY SLAMMING THE TRUNK CLOSED.)

                                     HENRY (V.O.)
                         For most of the guys, killing got 
                         to be accepted. They were routine.  
                         Murder was the only way everybody 
                         stayed in line. It was the ultimate 
                         weapon. Yon got out of line, you 
                         got whacked. Everyone knew the 
                         rules.

                                                                 CUT TO:

               TOMMY SMASHING GUN INTO BILLY BATT'S HEAD

                                     HENRY (V.O.)
                         But sometimes, even if people didn't 
                         get out of line, they'd get whacked. 
                         Hits just became a habit for some 
                         guys. It didn't take anything to 
                         get yourself killed.

                                                                 CUT TO:

               SILHOUETTE OF TOMMY, HENRY AND JIMMY

               Stuffing BILLY'S body into the trunk.

                                     HENRY (V.O.)
                         Guys would get into arguments over 
                         nothing and before you knew it, 
                         one of them was dead. They were 
                         shooting each other all the time. 
                         Shooting people was a normal thing. 
                         It was no big deal.

                                                                 CUT TO:

               TOMMY'S MOTHER'S KITCHEN AND BREAKFAST.

                                     HENRY (V.O.)
                         You didn't have to do anything and 
                         nobody was immune. You just had to 
                         be there.

                                                                 CUT TO:

               TOMMY

               smashing shovel into soft, bloodied matress cover in the 
               trunk of the car.

                                     HENRY (V.O.)
                         But we had a problem with Billy 
                         Batts. This was a touchy thing. 
                         Tommy had killed a made man. Billy 
                         was a part of the Bambino crew and 
                         untouchable.

                                                                 CUT TO:

               EXT.  CONNECTICUT WOODLAND - NIGHT

               WE SEE TOMMY, HENRY and JIMMY burying BATTS.

                                     HENRY (V.O.)
                         Before you could touch a made guy, 
                         you had to have a good reason. 
                         There had to be a sit-down. And 
                         you better get an okay, or you'd 
                         be the one who got whacked.

               HENRY slams down trunk.

                                                                 CUT TO:

               INT.  COPACABANA - LATE SHOW - NIGHT

               ANGLE ON TABLE

               being quickly set up by WAITERS and MAITRE D' as HENRY, 
               TOMMY, ANGELO SEPE, and JOE MANRI sit down.  In BG, WE SEE 
               OLDER HOODS with YOUNG SHOWGIRL TYPES.

               WE SEE LINDA, a cheery, California blonde, and SOME 
               GIRLFRIENDS seated at a table directly behind HENRY'S table.

                                                                 CUT TO:

               STAGE AND AS STAGE LIGHTS DIM:

                                     HENRY (V.O.)
                         Saturday night was for wives, but 
                         Friday night at the Copa was always 
                         for the girlfriends.

                                                            CUT BACK TO:

               HENRY'S TABLE

               HENRY is now sitting next to LINDA. TOMMY is with GIRL #l. 
               SEPE is with GIRL #2.

                                     GIRL #1
                         Last week I saw Sunny Davis. What 
                         a performer. You gotta see him. 
                         You gotta catch him. He does 
                         imitations I swear you'd think it 
                         was the real people.

                                     GIRL #2
                         Yeah, the way he moves. It's 
                         unbelievable. I mean, you can 
                         understand how a white girl could 
                         fall for him.

                                     TOMMY
                         What are you talking about?

                                     GIRL #2
                         I don't mean me.  Not me. I just 
                         mean, you can see how some girls 
                         could.  Like that Swedish girl. 
                         You can see how she fell for him. 
                         You can see how he has this, this, 
                         personality.

                                                                 CUT TO:

               COPA STAGE

               spotlight. BOBBY DARKEN is singing.

               EXT. LINDA'S APARTMENT BUILDING - NIGHT

               HENRY'S convertible pulls up.

               HENRY has his arm around LINDA'S neck.  WE SEE them go 
               into the building.

                                                            DISSOLVE TO:

               DAWN.

               INT. VARIO'S HOUSE - DAY

               Sunday. There are LOTS OF RELATIVES and FRIENDS present. 
               HENRY and KAREN arrive. KAREN ia carrying their NEW BABY 
               and HENRY has his TWO-YEAR-OLD DAUGHTER by the hand. A

               Great fuss is made over the NEW BABY and over KAREN by the 
               WOMEN, including VARIO'S WIFE. VARIO puts an arm around 
               HENRY and leads him into an alcove.

                                     VARIO
                         What did you hear about that thing?

                                     HENRY
                         What thing? The Brooklyn thing?

                                     VARIO
                         No. No. The guy from downtown.

                                     HENRY
                         The guy from near where Christie 
                         used to live?

                                     VARIO
                         No. The other one. The one who 
                         disappeared up the block from 
                         Christie. The one they made a beef 
                         on.

                                     HENRY
                         Oh I Him.

                                     VASIO
                         You know the one I mean?

                                     HENRY
                         Oh yeah. Sure. That guy. I know 
                         him.

                                     VASIO
                         That Batts was a miserable fuck, 
                         but his people are looking still 
                         for him.

                                     HENRY
                         Oh yeah. Yeah. I know. I even looked 
                         into it myself. Nobody knows what 
                         the fuck happened to him. He came 
                         in the joint that one night and 
                         then he disappeared.

                                     VARZO
                         Hell, keep your eyes open. They're 
                         busting my balls looking for the 
                         fuck.

               INT. THE SUITE - NIGHT

               HENRY and LINDA, with the CREW, are drinking. MARTY KRUGMAN 
               is reluctantly paying off a bet at the bar. JIMMY calls 
               HENRY aside.

                                     JIMMY
                         We got a problem, that thing we 
                         took care of upstate?

                                     HENRY
                              (surprised)
                         Paulie was just talking about him.

                                     JIMMY
                         Well, we gotta dig him up again.

                                     HENRY
                              (shocked)
                         What?

                                     JIMMY
                         The guy just sold the property. 
                         They're gonna build condominiums 
                         and I don't want anybody digging 
                         up the little bastard.

                                     HENRY
                              (horrified)
                         It's been six months.

                                     JIMMY
                         It's still better than letting 
                         somebody find him.

                                     HENRY
                              (nodding in agreement 
                              and concerned)
                         If Paulie finds out, we got 
                         problems.

                                     JIMMY
                         Fuck Paulie. If Batts' crew finds 
                         we whacked him, we got real 
                         problems.

               EXT. HENRY'S CAR PARKED ON DESERTED COUNTRY ROAD - NIGHT

               A hot summer night. The car trunk is open. HENRY, JIMMY 
               and TOMMY are struggling with shovels.  HENRY, sickened by 
               the stench, is wearing his handkerchief over his nose and 
               mouth. HENRY looks at JIMMY and TOMMY. They do not appear 
               to be bothered by the stench.

               EXT. HENRY AND KAREN'S SUBURBAN HOME

               HENRY is homing out the trunk of his car.  He has all of 
               the mats, the spare tire, and the jack out of the trunk.

                                     KAREN
                         What happened to the car?
                              (annoyed at Karen's 
                              prying)
                         I hit a skunk.

               HENRY sprinkles in a bottle of perfume and slams the trunk 
               shut.

               INT. LINDA'S APARTMENT - BEDROOM - NIGHT

               WE SEE LINDA showing off her new apartment to the GIRLS, 
               including ROBIN, a sexy, dark-haired girl. We hear HENRY, 
               TOMMY, SEPE and MANRI laughing in BG. The apartment is 
               decorated in Ocean Parkway Ring. There are thick velvet-
               covered sofa and blue-glass coffee table in bedroom and WE 
               SEE a satin-covered, king-size bed with a doll propped 
               against the pillows. WE SEE LINDA lean over and show her 
               GIRLFRIENDS, including ROBIN, the bed ruffles.

                                     HENRY (V.O.)
                         I set up Linda in an apartment 
                         around the corner from the Suite. 
                         That way I was able to stay over a 
                         couple of nights a week. Karen was 
                         home with the kids anyway and she 
                         never asked any questions anyway.

               INT. BRIDAL SHOP - BACKROOM

               HENRY is strangling the OWNER of a bridal shop with his 
               own tie while TOMMY and JIMMY laugh.

                                     HENRY (V.O.)
                         Linda and I were having so much 
                         fun, she started screwing up at 
                         work, and I had to straighten out 
                         her boss a little bit.

               INT.  LINDA'S APARTMENT - BEDROOM - CONTINUOUS NIGHT

               WE SEE LINDA suddenly lifted off her feet and thrown on 
               the bed.  WE SEE HENRY and the GIRLS laughing.  As HENRY 
               lifts LINDA off her feet, he winks at ROBIN, who smiles 
               back.

               INT. THE SUITE - A BASEMENT CARD SAME - NIGHT

               Glazed walls, ornate sconces, and a rumpus room bar. HENRY, 
               JIMMY, TOMMY and OTHER WISEGUYS are playing cards. TOMMY 
               is a little drunk. SPIDER, a 22-year-old apprentice hood, 
               is waiting on the PLAYERS, bringing then drinks. The sort, 
               of thing we saw HENRY doing earlier. TOMMY is feeling 
               expansive. He throws his jacket open TO REVEAL a gun tacked 
               in his belt.

                                     TOMMY
                              (impatiently)
                         Spider. C'mon, get me a seven and 
                         seven.

               WE SEE SPIDER deliver a drink to HENRY and slowly back 
               toward the bar.

                                     TOMMY
                         Spider, what did I say? Did I say 
                         I was dying over here? Come on. 
                         Move it. Don't walk, dance.
                              (to his fellow 
                              players)
                         Did you ever see in the cowboy 
                         movies where they make them dance? 
                         Did you see The Oklahoma Kid, the 
                         only cowboy movie Cagney ever made? 
                         Come on, dance, you varmit.

               WE SEE TOMMY taking out his guns.

                                     SPIDER
                         Tommy, don't fuck around.

                                     TOMMY
                         Yahooo.

                                     HENRY
                         Tommy, don't fuck around. Put the 
                         gun away. Tommy!

                                     TOMMY
                         No, no. It's okay.

                                     HENRY
                         Tommy, come on. Put the gun away.

                                     TOMMY
                         No. It's okay. Just watch this.  
                         Watch it.

               The gun explodes and WE SEE SPIDER shot in the foot.

               EXT. HENRY'S HOUSE - EVENING

               WE SEE a set of keys come flying out the window. TILT DOWN 
               to keys.

                                                                 CUT TO:

               BEDROOM

               HENRY is furious. He pushes past KAREN and looks out window

                                     HENRY
                         I gotta go out!

                                     KABEN
                         Not tonight, you're not. Not without 
                         the car keys, you're not.

                                     HENRY
                         Are you nuts?

                                     KAREN
                         I don't care. Something's going 
                         on.

                                     HENRY
                              (exasperated)
                         That again.

                                     KABEN
                              (shrieking and in 
                              tears)
                         You're a liar. I look at you and I 
                         know you're a liar.

               HE SEE HENRY pick up a large lamp and throw it at KAREN. 
               He misses.

                                     HENRY
                              (suddenly calm and 
                              walking out)
                         I need some air.  I need a little 
                         peace. At least at home.

               WE SEE KABEN sit down on bed and begin to cry. We hear the 
               CHILDREN crying in BG.

               INT. THE SUITE - BASEMENT CARD GAME - NIGHT

               ANGLE ON SPIDER

               With bandaged foot and HENRY walking in and TILT UP TO 
               both of them.

               JIMMY, TOMMY and SOME HOODS are playing cards.  TOMMY Is 
               already drunk.

                                     TOMMY
                         Hey!  Look at this.  Fred Astaira, 
                         back from the wars. Can you believe 
                         this guy? That bandage. It's bigger 
                         than his foot.

               SPIDER ignores him.

               The card game is going on. Shirts are unbuttoned. The table 
               filled with empty glasses. SPIDER limps over with drinks.

                                     TOMMY
                         Spider. You're so full of shit. 
                         Even with that foot, I bet you can 
                         dance.

               SPIDER puts the drinks down and tries to ignore TOMMY again.

                                     TOMMY
                         Come on. Spider.  Come on. Let's 
                         see you dance.

                                     SPIDER
                         Why don't you go fuck yourself.

                                     JIMMY
                              (laughing)
                         Hey,  Spider.  That's very good. 
                         Did you hear, Spider?  The kid's 
                         got balls.  See, the kid's got 
                         balls.  He's a good kid.

               SPIDER starts to limp proudly back to the bar.

                                     JIMMY
                              (whispering to Tommy)
                         You going to take that shit from 
                         this punk?  This fuckin'  low-life. 
                         This kid's got bigger balls than 
                         you'll have any day.  He just got 
                         shot in the foot by you and he 
                         tells you to go fuck yourself.  I 
                         can't believe this shit.
                              (to the crew, roaring 
                              with laughter)
                         Can you believe this shit?
                              (To Tommy, almost 
                              whispering)
                         Tommy! You gonna take that shit 
                         from a punk?

               The PLAYERS are all laughing loudly. SPIDER is proudly 
               standing near the bar. And, before anyone has any idea of 
               what is about to happen, TOMMY pulls out one of his two 
               guns and puts three deafening shots into SPIDER'S chest.

               EVERYONE is frozen in silence. HENRY is upset by shooting. 
               There is a long pause.

                                     JIMMY
                         All right, you dumb fuck, if you're 
                         going to be a big fuckin' wiseguy, 
                         you can dig the hole.

               WE SEE a frowning TOMMY get up from table and slowly begin 
               moving chairs around to get ready to dig the hole.

                                     HENRY
                         After Billy Batts and Spider, 
                         everything was going crazy. Not 
                         just our crew, but everybody.

                                                                 CUT TO:

               EXT. LINDA'S APARTMENT - DAY

               WE SEE LINDA in the apartment.

                                                                 CUT TO:

               LINDA'S DOOR

               WE SEE KAREN pressing the buzzer while holding TWO 
               hysterical CHILDREN.

                                     KAREN
                              (screaming)
                         Open up!  I know you're there! You 
                         stay away from my husband.

                                     KAREN (V.O.)
                         She wouldn't open the door.  I 
                         rang her bell. Still, she wouldn't 
                         open.  I rang her bell for two 
                         hours, and she kept on hiding.

                                                                 CUT TO:

               INT. HENRY'S HOUSE - BEDROOM - NIGHT

               ON HENRY'S SLEEPING FACE

               CAMERA IS LOOKING at him. Peel a presence on top of him. 
               We hear a click.  HENRY's eyes open. HENRY looks up.

                                                                 CUT TO:

               HENRY'S POV

               WE SEE the gun aiming right through the lens. WE CAN SEE 
               the bullets in the chambers.

                                     KAREN
                              (straddling Henry 
                              in bed, holding a 
                              gun)
                         Henry.
                              (she pulls back the 
                              hammer)
                         Wake up.

                                     HENRY
                              (always deny)
                         What's the matter with you?  You're 
                         crazy.

                                     KAREH
                              (hysterically)
                         Crazy? I'm crazy enough to shoot 
                         you and her.

               COVERED BY A SERIES OF QUICK CLOSE UP CUTS

               KAREN sweating, HENRY'S profile, the hammer of the gun, 
               etc.

                                     KAREN (V.O.)
                         But still I couldn't hurt him.  
                         How could I hurt him? I couldn't 
                         even bring myself to leave him.

                                                                 CUT TO:

               KAREN

               sweating.

                                     HENRY
                              (carefully moving 
                              his head away from 
                              the gun)
                         It's all bullshit. I swear. It's 
                         nothing. Whatever you want, we'll 
                         do.

                                                                 CUT TO:

               HENRY'S PROFILE

                                                                 CUT TO:

               KAREN'S TRIGGER FINGER

                                     KAREN (V.O.)
                         The truth was, that no matter how 
                         bad I felt, I was still very 
                         attracted to him. Why should I 
                         give him up to someone else? Why 
                         should she win?

                                     HENRY
                              (quickly moving his 
                              head away and 
                              grabbing the gun)
                         Son of a bitch.

               WE SEE HENRY slap KAREN across the face and knock her off 
               the bed.

                                     HENRY
                              (angrily getting 
                              out of bed and 
                              packing his clothes)
                         I don't need this bullshit. I got 
                         enough to worry about getting 
                         whacked on the street. I gotta 
                         come home to get whacked?

               WE SEE KAREN crying.

                                     HENRY
                         I swear on my mother, I should 
                         kill you. You're fucking crazy.

               WE SEE HENRY hit her. He is about to hit her again, but 
               stops. He turns his back on her and opens the door of his 
               closet roughly grabbing some clothes as if getting ready 
               to pack.

                                                                 CUT TO:

               INT. LINDA'S APARTMENT - DAY

               HENRY opens the door and PAUL VARIO and JIMMY enter. They 
               walk toward the kitchen. The place is in disarray.

                                     HENRY
                              (to Linda)
                         Honey.  Go get me some cigarettes.

               LINDA leaves without saying a word.

                                     VARIO
                              (after watching the 
                              door close)
                         Karen's come to the house. She's 
                         very upset. It's no good. You gotta 
                         straighten this all out.

               HENRY looks down.

                                     JIMMY
                         Things gotta be calm right now, 
                         and Karen's so high-strung. She's 
                         with Mickey every day. Who knows 
                         what she's gonna do?

                                     VARIO
                         Jimmy and Tommy were supposed to 
                         pick up something in Tampa for me 
                         this weekend.

               JIMMY nods in agreement.

                                     VARIO (V.O.)
                         You go with Jimmy, instead. Get 
                         away for a few days.  Relax.

                                                                 CUT TO:

               INT. REAR SEAT OF CAR - NIGHT

               WE SEE MAM's bleeding face being punched.

                                     VARIO (V.O.)
                         Enjoy yourselves. Have a good time. 
                         Then, when you get back Monday, 
                         you go home to Karen.

               WE PULL BACK TO SEE JIMMY and HENRY beating a MAM who is 
               squashed between them.

                                     MAM
                              (pleading)
                         I ain't got it. I swear.

               WE SEE JIMMY and HENRY beat him more.

                                     MAN
                              (crying)
                         I can't.  I swear.

               WE SEE JIMMY and HENRY look at each other.

               EXT.  EXIT SIGN TO BUSCH GARDENS - TAMPA ZOO - NIGHT

               We hear the roar of lions.

               WE SEE JIMMY and HENRY drag the BOOKIE out of the car by 
               his arms and legs just outside the zoo.

                                     JIMMY
                         we're gonna feed the bastard to 
                         the lions.

                                     HENRY
                              (while dragging 
                              bookie)
                         What lions? I'm not going near any 
                         lions.

                                     JIMMY
                         We only have to shove'em over the 
                         moat.

               WE SEE the MAN finally begin to squirm and scream.

                                                                 CUT TO:

               EXT. ROADSIDE PHONE BOOTH - NIGHT

               ANGLE ON BLEEDING MAN

               on phone with JIMMY and HENRY waiting outside.

                                     HENRY (V.O.)
                         They must really feed each other 
                         to the lions down there, because 
                         the guy gave the money right up 
                         and we got to spend the rest of 
                         the weekend at the track.
                              (pause and genuine 
                              shock)
                         But then, I couldn't believe what 
                         happened.

                                                                 CUT TO:

               NEWSPAPER PICTURE

               of HENRY and JIMMY getting arrested.

                                     HENRY (V.O.)
                         When we got home, we were all over 
                         the newspapers. At first, I didn't 
                         even know why we got picked up.

                                                                 CUT TO:

               NEWSPAPER PHOTO

               of MAN they beat being arrested with his head bandaged.

                                     HENRY (V.O.)
                         Then, I found out, that the guy we 
                         roughed up turned out to have a 
                         sister working as a typist for the 
                         FBI.

               GOVERNMENT OFFICE

               where sobbing TYPIST is surrounded by MEN in business suits.

                                     HENRY (V.O.)
                         Who could believe it? Of all the 
                         fucking people. She gave up 
                         everybody.  Jimmy.  Me. Even her 
                         brother.

                                                                 CUT TO:

               INT. COURTROOM - DAY

               HENRY and JIMMY before JUDGE.  KAREN and CHILDREN crying 
               in court. OTHER FAMILY MEMBERS present and crying.

                                     HENRY (V.O.)
                         It took the jury six hours to bring 
                         us in guilty. The judge gave Jimmy 
                         and me ten years like he was giving 
                         away candy.

               INT. MAXWELL'S PLUM - THE BAR - LATE AFTERNOON

               TOMMY, MARTY KRUGMAN, JOE MANRI, STACKS EDWARDS, FRENCHY 
               McMAHON, etc., are all having drinks with HENRY before he 
               goes off to prison.

               WE SEE by the bar clock that it is four o'clock.

               Suddenly, KAREN comes charging into the bar.  She is angry. 
               She has tracked HENRY down.

                                     KAREN
                              (frantic)
                         I thought you were supposed to 
                         turn yourself in at ten o'clock 
                         this morning?

                                     HENRY
                         I'm just having my last few drinks.

                                     KAREN
                         I've been all over town. I got a 
                         call from the bondman.  He says 
                         they're going to rescind your bail 
                         if you don't show up and sign in 
                         right now. They're going to take 
                         away the house.

                                     HENRY
                         Shit.

               HENRY looks at his PALS, orders his last Screaming Eagle 
               for a while, and gently touches the tips of KAREN'S fingers. 
               He swallows his drink, hugs and kisses a tearful KAREN and 
               walks out of the bar to a long, white, stretch limo waiting 
               at the curb.

                                     TOMMY
                         Say hello to Jimmy.

               HENRY gets in the rear seat of the limo.

                                     HENRY
                              (downing a plan 
                              full of valium)
                         Okay, now you can take me to jail.

                                                                 CUT TO:

               INT. DORMITORY - LEWISBURG FEDERAL PRISON

               CLOSE UP - GARLIC

               being sliced razor thin.

                                     HENRY (V.O.)
                         Dinner was always a big thing. We 
                         had a pasta course and then meat 
                         or fish.  Paulie did the prep work.  
                         He was doing a year for contempt 
                         and he had a system for doing 
                         garlic. He used a razor and he 
                         sliced it so thin it used to liquify 
                         in the pan with a little oil.

                                                                 CUT TO:

               HOT PLATE

               with a pot full of tomato sauce and meatballs being stirred.

                                     HENRY (V.O.)
                         Vinnie was in charge of the tomato 
                         sauce.  I felt he put in too many 
                         onions, but it was a good sauce 
                         anyway.

                                                                 CUT TO:

               FRYING PAN

               With smoking steaks.

                                     HENRY (V.O.)
                         Johnny Dio did the meat. He didn't 
                         have a broiler, so Johnny did 
                         everything in pans.  He smelled up 
                         the joint something awful and the 
                         hacks used to die.

                                                                 CUT TO:

               HOT FLAT

               Hooked up by long extension cord to an electric outlet in 
               the toilet. There are huge kitchen knives, a block of ice 
               in a tin pail covered with a cloth and large pots and 
               colanders necessary for cooking pasta dishes.

               PULL BACK to a large dorm with four beds separated by 
               shoulder-height partitions. The room does not look like a 
               prison. There are curtains over the bars. The room is filled 
               with smoke from the pan-fried steak.

                                     HENRY (V.O.)
                         Everybody else in the joint was 
                         doing real time, all mixed together, 
                         living like pigs.

                                                                 CUT TO:

               HENRY

               In grey prison garb, carrying a heavy canvas mail sack 
               marked "LEWISBURG PRISON." He dumps the sacks on one of 
               the beds.

                                     HENRY (V.O.)
                         We lived alone, we owned the joint. 
                         Even those hacks who we couldn't 
                         bribe would never rat on the guys 
                         who did.

                                                                 CUT TO:

               HENRY

               opens the sack on his bad and pulls out bottles of wine, 
               scotch, and brandy, and holds them aloft.

                                     HENRY
                              (looking for praise)
                         Nice? Good?

                                     VARZO
                              (looking up from 
                              his garlic surgery)
                         Okay. What else?

               WE SEE HENRY reach in the sack and pull out cheeses, dried 
               sausages, a large jar of vinegar peppers and dried 
               mushrooms.

                                     VARIO
                              (beaming with pride)
                         Now we eat.

               WE SEE HENRY begin to set the table.

                                                                 CUT TO:

               VARIO AND THE REST OF TEE MOB BOSSES

               playing cards, sipping wine, scotch and brandy. HENRY is 
               sitting on his bed with his back to the GROUP. When he 
               sees that no one is watching him, he pulls a black plastic 
               garbage bag out of the sack.  HENRY opens the bag and 
               quickly counts the clear plastic bags of marijuana, glassine 
               envelopes of heroin and bottles of pills. HENRY quickly 
               repacks the drugs and slips them under his covers.

               INT.  PRISON ENTRY GATE - DAY

               Visiting day.  HENRY is in a GUARD'S booth watching the 
               VISITORS' gate through a window.  WE SEE a GUARD in the 
               room with HENRY. There is a knock. The GUARD opens the 
               door and looks at HENRY. HENRY nods. The GUARD lets the 
               INMATE enter. While the GUARD watches, the INMATE gives 
               HENRY some cash and HENRY gives him one of the plastic 
               bags filled with marijuana and a bottle of pills. The INMATE 
               is then escorted out by the GUARD who closes the door.

                                     GUARD
                         Are there any more?

                                     HENRY
                              (looking intently 
                              at the visiting 
                              gate)
                         No, that's it. Ho more today.

               WE SEE HENRY casually stuff some bills into the GUARD'S 
               shirt pocket.

                                                                 CUT TO:

               INT. VISITORS' GATE - DAY

               ANGLE ON KAREN

               coming through. She is wearing such a large, oversized 
               coat that KAREN looks twice as big as she was when we last 
               saw her. She has the TWO CHILDREN with her. She is carrying 
               a large purse and some empty shopping bags. The GUARDS see 
               her and immediately help her get through the metal detection 
               device and past the table where OTHER WOMEN are emptying 
               the contents of their bags and packages.

                                                                 CUT TO:

               REGISTRATION DESK where KAREN quickly signs the visitors' 
               book.

                                                                 CUT TO:

               GUARD'S GRINNING FACE

               WE SEE him turn page of book so KAREN can see the name of 
               another of HENRY's visitors.

                                                                 CUT TO:

               PAGE OF BOOK WE SEE name, 'Linda Rossi" written next to 
               BILL, HENRY.

                                                                 CUT TO:

               INT.  PRISON VISITING ROOM

               PAN BACK to a large gymnasium filled with formica tables 
               and cheap plastic chairs at which WE SEE PRISONERS and 
               their WIVES and CHILDREN eating, talking, crying and, in 
               discreet corners -- hidden behind makeshift screens of 
               shopping bags and scarves -- having oral sex.

               WE SEE that the bored GUARDS are indifferent to what is 
               happening.

                                                                 CUT TO:

               TABLE

               HENRY and KAREN are talking while WE SEE the CHILDREN 
               playing in the distance at the commissary food machines.

                                     KAREN
                              (fuming)
                         You son of a bitch. She's been 
                         here.

                                     HENRY
                              (acting dumb)
                         What are you talking about?

                                     KAREN
                              (gottcha)
                         Don't lie to me. I saw her name in 
                         the register.

                                     HENRY
                         Jezuz Christ!

                                     KAREN
                         You want her to visit you?  Good!  
                         Let her stay up all night crying 
                         and writing letters to the parole 
                         board.

                                     HENRY
                              (astounded)
                         What am I doing? I'm in here! I'm 
                         in jail. I can't stop people from 
                         coming to see me.

               WE SEE KAREN open her coat revealing large inside pockets 
               where she has stowed salamis, wine, cigarettes, cartons, 
               etc.

                                     KAREN
                         You want her?  Good!  Let her sneak 
                         this stuff in for you!

               WE SEE KAREN slam a salami on the table with such a thud 
               that the other PRISONERS and WIVES turn around.

                                     KAREN
                         Let her fight with these creep 
                         bastards every week to make life 
                         easier for you!

               WE SEE KAREN slam down cigarettes and wine with a thud, 
               this time WE SEE a GUARD turn around and look at KAREN and 
               HENRY and the contraband on the table. Pause.  WE SEE the 
               GUARD turn his head away.

                                     HENRY
                              (desperate)
                         Stop! Stop!

                                     KAREN
                         Let her carry this shit inside.

               WE SEE KAREN boldly wave a Baggie filled with marijuana 
               and some plastic medicine containers with pills.

               HENRY grabs the narcotics out of KAREN's hand and grabs 
               her.  WE SEE HENRY hug KAREN to him and WE SEE her drop 
               her arms and hug him.

                                     KAREN
                              (quietly sobbing)
                         Nobody's helping me. Tommy got 
                         four years. Marty and Fran are 
                         broke.  I asked your friend Remo 
                         for the money he owed you, and you 
                         know what he told me?

                                     HENRY
                              (stroking her head 
                              and soothing her)
                         It'll be okay.

                                     KAREN
                         He told me to take the kids to the 
                         police station and make the cops 
                         put me on welfare.

               WE SEE HENRY take the drugs from KAREN's hand and slip it 
               into his shirt.

                                     HENRY
                         We've got to help each other.

                                     KAREN
                         Even Paulie, since he got out, I 
                         hardly see him.

                                     HENRY
                         It's only you and me. That's what 
                         happens when you go away. We're on 
                         our own. Forget everybody.  Forget 
                         Paulie.  As long as he's on parole 
                         he doesn't want anybody doing 
                         anything.

                                     KAREN
                              (sobbing)
                         I can't do it anymore.

                                     HENRY
                         Yes, you can. I've got it set up. 
                         We'll be fine. All I need is for 
                         you to keep bringing the stuff.  
                         I've got a guy in here from 
                         Pittsburgh who'll move it for me. 
                         Believe me, in a month we'll be 
                         fine. We won't need anybody.

                                     KAREN
                         I'm afraid. I'm afraid if Paulie 
                         finds out.

                                     HENRY
                         Don't worry about Paulie. Is he 
                         helping you? Is he putting food on 
                         the table? We've got to help 
                         ourselves. We just have to be 
                         careful while we do it.

                                     KAREN
                              (looking in his 
                              face)
                         I don't want to hear about her 
                         anymore.

                                     HENRY
                              (hugging her to him)
                         Never.

                                                            DISSOLVE TO:

               TITLE - FOUR YEARS LATER

               EXT.  PRISON GATE - DAY

               HENRY comes out in civilian clothes. WE SEE his face drop. 
               PAN over to the beat-up old car.  KAREN is behind the wheel. 
               HENRY gets in.

               INT.  KAREN'S SMALL, CRAMPED APARTMENT

               The signs of wealth are long gone. HENRY sees that KAREN 
               has been living four tough, lean years.

               Their DAUGHTERS are watching as HENRY looks around the 
               house.

                                     HENRY
                              (smiling faintly)
                         Get packed.  We're getting out of 
                         here.

                                     KAREN
                         With what?

                                     HENRY
                              (smiling, slyly)
                         Don't worry with what. You just 
                         start looking for a new place. I'm 
                         going to Pittsburgh in the morning. 
                         The guys from Pittsburgh they owe 
                         me fifteen grand from our little 
                         partnership and it's only the 
                         beginning.

                                     KAREN
                         But you've got to see your parole 
                         officer in the afternoon and
                              (whispering)
                         I promised we'd take Judy to F.A.O. 
                         Schwarz.

                                     HENRY
                         Don't worry about it. You listening 
                         to me? Now, come on. We gotta go 
                         see Paulie.

                                                                 CUT TO:

               INT. VARIO'S HOUSE - DAY

               ANGLE ON PLATTERS OF FOOD

               Coming out of the kitchen and placed on the table.

                                                                 CUT TO:

               DOCK - IN REAR OF VARIO'S HOUSE

                                                            DISSOLVE TO:

               VARIO AND HENRY walking toward the edge of the dock.

                                     VARIO
                         I don't want any more of that Shit.

                                     HENRY
                         Wha?  Me?

                                     VARIO
                         Just stay away from the garbage.  
                         Yon know what I mean.

                                     HENRY
                              (shocked)
                         Me? Why would I get into that shit?

                                     VARIO
                              (interrupting)
                         I know what you did inside. You 
                         did what you had to do. I'm not 
                         talking about that.  I'm talking 
                         from now on, outside. I'm talking 
                         right here.

                                     HENRY
                         Why would I get into that?

                                     VARZO
                         Don't make me a fool. You know 
                         what I mean, from now on, you gotta 
                         be careful. Just don't mess around 
                         with that shit, and watch out for 
                         Jimmy. Jimmy's a good earner, but 
                         he's sometimes too hungry. He's 
                         wild.  He does foolish things.  
                         Jimmy is not a businessman. As 
                         good as he is, he takes too many 
                         chances.

                                     HENRY
                         I know that.  I know Jimmy. You 
                         think I'd take chances like Jimmy?

                                     VARZO
                         And that Tommy. He's a good kid, 
                         but he's crazy. He's a cowboy. 
                         He's got too much to prove. You 
                         got to watch out for kids like 
                         that.

                                     HENRY
                         Paulie, I know.  I know what they 
                         are. But I use them for certain 
                         things.  Please. Believe me, you 
                         don't nave to worry.

                                     VARIO
                              (not even listening 
                              to Henry's protest)
                         I'm not going to get fucked like 
                         Gribbs. He's seventy years old and 
                         the fucking guy is going to die in 
                         prison.  I don't need that. I don't 
                         care who it is. I'm warning 
                         everybody. Gribbs got twenty years 
                         just because he said hello to some 
                         fuck who was sneaking around selling 
                         junk behind his back. That's not 
                         going to happen to me.  You 
                         understand?

                                     HENRY
                         Paulie. Why would I? I swear.

                                     VARIO
                         You're only home early because we 
                         got you a job, right? And I don't 
                         need any heat. You understand?

                                     HENRY
                         Nods.

                                     VARIO
                         And, if you hear about anybody 
                         else fucking around with that shit, 
                         you tell me.

                                     HENRY
                         Nods again.

                                     VARIO
                              (gently slappinq 
                              Henry on the cheek)
                         Anybody!  You understand?

                                     HENRY
                         I understand.

               INT.  ROBIN'S BASEMENT APARTMENT - DAY

               ANGLE ON ROBIN'S HANDS

                                                                 CUT TO:

               mixing coke in metal bowl. WE SEE HENRY standing behind 
               her.  ROBIN is an intense, sexy, 30-year-old, divorced.

               Ex-airport clerk. (ROBIN is described earlier in SCENE #75 
               page 58, where she flirts with HENRY.)  The apartment is a 
               jumbled mess and even the table where she is cutting the 
               drugs is littered with old coffee caps, newspapers, and 
               day-old dirty dishes.

                                     HENRY (V.O.)
                         It took me about a week of sneaking 
                         around before I could unload the 
                         Pittsburgh stuff without Paulie 
                         finding out. But when I did, it 
                         was a real score.  I started using 
                         Robin's place to mix the stuff and 
                         even with Robin's snorting more 
                         than she mixed, I could see this 
                         was a good business. I made twelve 
                         thousand dollars in my second week 
                         and I had a down-payment on my 
                         house. All I had to do was every 
                         once in a while, tell Robin I loved 
                         her.

                                                                 CUT TO:

               INT. PAROLE OFFICE - DAY TIGHT ON A PIECE OF PAPER

               where stubby pencil calculations are being scribbled.

                                     HENRY (V.O.)
                         It was perfect. As long as I kept 
                         getting the stuff from Pittsburgh, 
                         I knew Paulie would never find 
                         out. But within a couple of weeks 
                         it got to be so big I needed help.  
                         I got Jimmy and Tommy to come in 
                         with me.

                                     HENRY (O.S.)
                         Fifteen, sixteen, eighteen, twenty-
                         one-five.

                                                                 CUT TO:

               HENRY

               opening a shoe box he has hidden in a plastic grocery bag. 
               JIMMY and TOMMY lean close to HENRY in order to see inside.

                                     HENRY
                              (smiling)
                         Did I tell you?

                                                                 CUT TO:

               OPEN SHOE BOX

               filled with twenty-dollar bills.

                                     JIMMY (O.S.)
                         Nice.

                                     TOMMY
                         Who's buying?

               WE SEE HENRY's thumb run through the tightly-stacked 
               twenties like piano keys.

                                                                 CUT TO:

               PAROLE OFFICER

               in tired business suit coming out of door, over which WE 
               SEE sign reading "UNITED STATES DEPARTMENT OF JUSTICE - 
               PAROLE DIVISION," and WE SEE that HENRY, JIMMY and TOMMY 
               are in the large brightly lit Parole Office counting their 
               drug profits.

                                     PAROLE OFFICER
                              (overworked and 
                              looking around the 
                              crowded waiting 
                              room)
                         Burke?

               WE SEE JIMMY and PAROLE OFFICER walk into the office.

                                     PAROLE OFFICER
                         Still working?

               Door closes.

                                                            CUT BACK TO:

               A WHOLE FLOOR

               filled with EX-CON PAROLEES.

                                                                 CUT TO:

               INT. HENRY'S NEW HOUSE

               WE SEE MARTY KRUGMAN and his wife, FRAN, being taken on a 
               tour of an over-decorated and expensive living room.

               (SHOT almost like a commercial)

                                     KAREN (O.S.)
                         This we had to have made special. 
                         I mean, sit in it. Go ahead. Sit.

               FRAN plops onto sofa.

                                     KAREN (O.S.)
                         The others you couldn't even sit 
                         in.  And from here, watch the wall.

               KAREN's hand flicks a switch on table next to sofa and 
               wall slides back, REVEALING TV and stereo.

                                     KAREN (O.S.)
                         See. It opens. We had the 
                         electricians fix it up special.

                                                                 CUT TO:

               LARGE MARBLE-TOP TABLE

                                     KAREN
                         This we imported. It came in two 
                         pieces.

               On third object, PAN TO KAREN.

               As KAREN and FRAN KRUGMAN disappear behind swinging kitchen 
               doors, MARTY and HENRY drop onto the sofa.

                                     MARTY
                         It's a fait accompli?

                                     HENRY
                         Done.

                                     MARTY
                         And Jimmy's in it, right?

                                     HENRY
                         Will you stop.

                                     HASTY
                         But you don't understand.  It's 
                         worth millions. It's once in a

                                     MARTY
                         Lifetime. We'll be rich. No more 
                         nut every week. I've been 
                         cultivating this thing for two 
                         years.

               INT. ROBERT'S LOUNGE

               A SEEDY MOB HANGOUT. WE SEE ALL OF THE WISEGUYS WHO WILL 
               BE A PART OF THE LUFTHANSA ROBBERY.  MARTY, HENRY, TOMMY, 
               AND JIMMY ARE WATCHING A BASKETBALL GAME.

                                     HENRY (V.O.)
                         And these are the guys.

                                                                 CUT TO:

               TOMMY AND ANGELO SEPE

               who are leaning with their backs against the bar, their 
               jackets open, bosses of all they survey.

                                     HENRY (V.O.)
                         Tommy and Sepe were going to grab 
                         the outside guard and make him get 
                         us in the front door.

                                                                 CUT TO:

               FRENCHY MCMAHON

               Who is playing shuffleball.

                                     HENRY (V.O.)
                         Frenchy and

                                                                 CUT TO:

               JOE BUDDHA sprinkling sawdust on the shuffleboard table.

                                     HENRY (V.O.)
                         Joe Buddha had to round up the 
                         workers.

                                                                 CUT TO:

               FAT LOUIE

               who is about 300 pounds and is sitting backwards in a chair, 
               watching the television with a drink in his hand.

                                     HENRY (V.O.)
                         Fat Louis had to keep than tied up 
                         and away from alarms.

                                                                 CUT TO:

               MARTY

               Shoving his way between JIMMY and HENRY at the bar and 
               turning to the television basketball game.

                                     HENRY
                         Only Marty was driving us nuts. He 
                         was busting Jimmy's balls for an 
                         advance on the money we were going 
                         to steal.

                                                                 CUT TO:

               STACKS EDWARDS

               who is sitting at the bar, delicately stirring his drink 
               with his pinky.

                                     HENRY (V.O.)
                         Even Stacks got in on it.  He was 
                         supposed to steal the panel truck 
                         and afterwards compact it by a 
                         friend of ours in Jersey.

                                                                 CUT TO:

               INT. KAREN AND HENRY'S BEDROOM - DAY

               ANGLE ON BABY

               JUDY WICKS, a young, pale blonde woman, puts the BABY and 
               an overnight bag on the bed as HENRY and KAREN watch.

                                     HENRY
                         I had everybody working.  Even our 
                         old babysitter.

                                     KAREN
                              (enthused)
                         She's beautiful.  Look at her. 
                         Henry, look at her.

                                     HENRY
                              (singsong)
                         Hello!  Hello!
                              (to Judy)
                         Have a good flight?

                                     JUDY
                         I hate Pittsburgh.

               WE SEE JUDY WICKS unwrap the BABY'S pink snowsuit and take 
               off its hood and mittens as HENRY opens JUDY's overnight 
               bag and takes out some Pampers and then he takes out several 
               plastic bags with cocaine and heroin.

                                     JUDY
                         Where'd you find such creeps?

                                     HENRY
                         They're okay and it's worth it. 
                         Ain't it?

                                     KAREN
                              (playing with the 
                              baby)
                         Is this the same one as last time?

                                     JUDY
                              (amazed that Karen 
                              can't tell the 
                              difference)
                         No. That one was my sister's. This 
                         is Louise's.

                                     KAREN
                         Look at her, Henry, is she sweet? 
                         Doesn't she look like Judy?

                                     JUDY
                         That's what the stewardess said.

               WE SEE HENRY barely listening while putting the drugs in a 
               paper bag.

                                                                 CUT TO:

               INT. ROBIN'S HOUSE

               EXTREME CLOSE OF - COKEBALLS

               COME BACK TO SEE HENRY at table making "cokeballs" in a 
               metal press.

                                                                 CUT TO:

               LINE OF COKE ON A MIRROR

               shoved under HENRY's nostril.

               WE SEE straw inserted into HENRY's nostril as he casually 
               inhales. He never stops pressing the cokeballs.

               TRACK OUT TO ROBIN 'taking a snort herself, and the sloppy 
               table with the drags, scales, mixers, bowls and sieves. 
               ROBIN is razor-blading two more lines.

                                     HEHRY
                              (watching out of 
                              the corner of his 
                              eye)
                         Hey! Watch out.

               WE SEE ROBIN lick her finger and then run her finger across 
               HENRY'S tongue. Be licks, but does not react as he takes 
               several golf-ball-size cokeballs out of the machine and 
               puts then in a leather pouch. Be gets up to leave.

                                     ROBIN
                         Stay there.

                                     HENRY
                         Don't start. I told you to clean 
                         up. Look at this place. It's a 
                         pigpen. Look around here. Why do 
                         you think I bought you the 
                         dishwasher? Look. Look at this.
                              (sticking his finger 
                              under Robin's nose)
                         There's enough powder around here 
                         to put us all away.

                                     ROBIN
                              (licking Henry's 
                              finger and playfully 
                              pushing him into 
                              the chair)
                         I hate to do dishes.

                                     HENRY
                              (sitting down again)
                         Hey, come on. I gotta meet somebody.

                                     ROBIN
                              (reaching over his 
                              shoulder toward 
                              his crotch)
                         So do I.

               WE SEE HENRY look at his watch.

               INT.  ROBIN'S SHOWER

               HENRY is listening to the radio while taking his shower.

                                     RADIO NEWS BROADCASTER (V.O.)
                         ... and nobody knows for sure just 
                         how much was taken in the daring 
                         pre-dawn raid at the Lufthansa 
                         cargo terminal at Kennedy Airport.  
                         The FBI says two million dollars. 
                         Port Authority police say four 
                         million dollars, the city cops say 
                         five.  How much maximum? That they 
                         won't say. So far, Lufthansa has 
                         not said anything, but they've 
                         promised to break their silence 
                         soon with a press conference, and 
                         WINS will be there to cover it 
                         live from the scene of the heist 
                         at JFK when they do. It looks like 
                         a big one. Maybe the biggest this 
                         town has ever seen. Stay tuned ...

               HENRY slams the soap onto the shower floor and pounds the 
               wall with joy.

                                     ROBIN (O.S.)
                         Are you okay? What happened?

                                     HENRY
                         Nothing. I dropped the soap. That's 
                         all.

               EXT.  ROBERT'S LOUNGE - NIGHT

               Private Christmas party. As they arrive, HENRY and KAREN 
               are hugged by JIMMY in the doorway.  It is a Lufthansa 
               victory party, but no one mentions the robbery.

                                     JIMMY
                              (grabbing Henry 
                              around the neck 
                              and kissing his 
                              head)
                         Come here.
                              (to Karen)
                         Look at this genius.

               JIMMY keeps his arms around HENRY and KAREN as FAT LOUIE 
               CAFORA shows up with his new wife, DOLORES, who is also 
               over 200 pounds. They are beaming with pride.

                                     FAT LOUIE
                              (to Jimmy and Henry)
                         Come outside.  I gotta show you. 
                         Just for a minute.

               WE SEE a new pink caddy convertible. The sticker is still 
               in the window.

                                     FAT LOUIE (O.S.)
                         Is that beautiful? I got it for 
                         Dolores.

                                     JIMMY
                              (whispering angrily 
                              at Fat Louie)
                         You fucking nuts? Didn't I say not 
                         to go buy anything for a while? 
                         You got a fucking car?

                                     FAT LOUIE
                              (trying to placate 
                              Jimmy as he enters 
                              the bar)
                         Don't get excited. It's okay. My 
                         mother bought it for us. It's a 
                         wedding present. It's in her name.

                                     JIMMY
                         You're crazy. The bulls are across 
                         the street. They're watching 
                         everything we do.

                                                                 CUT TO:

               ROBERT'S LOUNGE - COPS IN FRONT

                                                            CUT BACK TO:

               JIMMY as he watches Fat Louie walk into the bar.

                                     JIMMY
                              (angrily whispering 
                              to Henry)
                         The fat fuck ought to wear a sign.

               WE SEE a sailing ANGELO SEPE walk in the door and WE SEE 
               that his WIFE is wearing a $30,000 sable coat.

                                     JIMMY
                         Jesus Christ!  Are you all fucking 
                         nuts?

                                     SEPE
                              (to Henry)
                         What's the matter with him?

               Before HENRY can answer, WE SEE JIMMY start to grab the 
               coat off MRS. SEPE's back.

                                     SEPE
                         Hey? What the fuck are you doing?

                                     MRS. SEPE
                              (hysteria risin)
                         Angelo!  He's taking my coat!  
                         Angelo!

               Meanwhile, WE SEE JIMMY grabbing the coat off MRS. SEPE's 
               back and begin to roll it up and shove it under SEPE's 
               arm.

                                     JIMMY
                              (furiously, to Sepe)
                         Didn't I tell you not to get 
                         anything big? Didn't I tell you 
                         not to attract attention? In two 
                         days, one fuck buys a Caddy and 
                         another buys a ten thousand dollar 
                         mink.
                              (to Henry)
                         Can you believe this shit?
                              (to Sepe, with some 
                              menace)
                         Now get the fuck home and get rid 
                         of the coat. Bring it back to where 
                         you got it. I don't care what you 
                         do, just get rid of it.

                                     MRS. SEPE
                              (to Sepe, hysterical 
                              and angry)
                         I'm not giving it back. Angelo? Do 
                         you hear me?

               WE SEE SEPE angrily grab his WIFE'S arm and leave.

                                     SEPE
                         Did I tell you to shut up? Shut 
                         up!

                                     JIMMY
                              (to Henry, as they 
                              walk toward the 
                              bar)
                         Fucking guys.  Can you believe 
                         them.  I told them all: Don't . 
                         attract attention.  Act normal.

               At the bar, WE SEE STACKS EDWARDS and his GIRLFRIEND 
               dropping shot glasses of green creme de menthe into large 
               glasses of chilled DON Perignon. TOMMY and his GIRL-FOR-
               THE-MIGHT are standing with STACKS and his GIRLFRIEND. 
               TOMMY is wearing a shiny silk suit that practically glows 
               with newness. WE SEE FRENCHY and BUDDHA with their WIVES. 
               EVERYONE is dressed in new clothes and flashing gaudy rings.

               JIMMY and HENRY move toward a quiet corner of the bar. WE 
               SEE MARTY KRUGMAN suddenly burst in on them.

                                     MARTY
                         Oh!  There you are.  I've been 
                         looking all over for you two.

               HENRY and JIMMY stare at MARRY blankly.

                                     MARTY
                         Listen, I need it, Jimmy.  I need 
                         it all.

               JIMMY gets up to walk away without even looking at MARTY.

                                     HEHRY
                         Marty.  Relax.  You saw some money.

                                     MARTY
                              (continues anyway)
                         But I need it all.  I owe people 
                         too, you know.

               WE SEE JIMMY walk toward small office in the back of the 
               bar.

                                     MARTY
                         Jimmy.  Wait.  Listen.  Please!

               WE SEE that MARTY is about to follow JIMMY into the room, 
               but HENRY stops him.

                                     MARTY
                         I want to talk to Jimmy.

                                     HENRY
                         He heard.

                                     MARTY
                         But I got two hundred and fifty 
                         coming.  It's my share.  Jimmy 
                         owes me.

                                     HENRY
                              (following Jimmy 
                              into the backroom)
                         Marty, please. Let me talk to him.

                                                                 CUT TO:

               BACKROOM

               JIMMY and HENRY arc alone

               WE SEE JIMMY take a thick stack of bills from inside his 
               jacket pocket and press than into HENRY's chest.

                                     JIMMY
                         For Christmas. Your share.  It's 
                         just a taste.

                                     HENRY
                         Jimmy.

                                     JIMMY
                              (embracing Henry)
                         We did it.  We did it.

               He hear a knock on the door.

               JIMMY Stops as if caught.

                                     MALE (O.S.)
                         Hey, Jimmy. Jimmy.

               JIMMY returns to normal.

                                     JIMMY
                         Yeah, yeah.  I'll be right there.

                                                                 CUT TO:

               INT.  HENRY'S HOUSE - NIGHT

               ANGLE ON HUGE ARTIFICIAL CHRISTMAS TREE

               HE SEE HENRY coming in with the tree.

                                     HENRY
                         Hey!  Look what I got. The most 
                         expensive tree they had.

                                                                 CUT TO:

               HUGE WHITE TREE

               all set up with large purple balls.

               WE SEE KAREN and the CHILDREN excited by the presents 
               REVEALED under the tree.  WE SEE KAREN kiss HENRY, who 
               slips the thick packet of bills into the front of her dress.

                                     HENRY
                         Go buy yourself a coat.

               KAREN shivers with excitement.

               CAMERA DOLLIES into tree.

                                     HENRY
                         Lufthansa should have been our 
                         ultimate score. The heist of a 
                         lifetime. Six million in cash.  
                         More than enough to go around.

               INT. STACK'S APARTMENT

               STACKS is in bed.

               We hear a loud knocking at the door.

                                     TOMMY (O.S.)
                         Hey!  Stacks! Come on! Open the 
                         door! Wake up!

                                                                 CUT TO:

               TOMMY AND ANGELO SEPE

               standing in the hallway.

                                     TOMMY
                         Come on! Come on! We got some 
                         coffee.

                                                                 CUT TO:

               STACKS opening the door.

                                     ANGELO
                         You got coffee?

                                     STACKS
                         Fucks! You said you had coffee.

                                     TOMMY
                              (to Angelo)
                         Put on a pot.

                                     STACKS
                              (putting on his 
                              trousers)
                         Ball-busting sons of bitches.

                                                                 CUT TO:

               STACKS

               Bending over to put on his shoes. We hear water in the 
               sink.

                                                                 CUT TO:

               TOMMY pulling out a .38 caliber gun with a silencer from 
               his belt.

                                     HENRY (V.O.)
                         Stacks was always crazy. Instead 
                         of getting rid of the truck like 
                         he was supposed to, he got stoned, 
                         went to his girlfriend's and by 
                         the time he woke up, the cops had 
                         found the truck. It was all over 
                         the television. They even said 
                         they came up with prints off the 
                         wheel. It was just a matter of 
                         tine before they got to Stacks.

               BANG! BANG! BANG!

                                                                 CUT TO:

               TOMMY

               firing three silent shots into the back of STACKS' head.

               INT. ROBERT'S LOUNGE - DAY

               HENRY walks into the bar and WE SEE JIMMY, TOMMY, SEPE and 
               MARTY. They are ALL celebrating.

                                     JIMMY
                              (to the bartender)
                         Give'm a drink.

                                     HENRY
                              (agitated, to Jimmy)
                         I gotta talk to you.

                                     JIMMY
                              (as happy as he's 
                              ever been)
                         Have a drink first.

               WE SEE HENRY swallow the drink in one gulp.

                                     HENRY
                         I still gotta talk to you.

               WE SEE JIMMY grab HENRY around the neck and head toward 
               the rear men's room.

                                     JIMMY
                              (laughing)
                         Oh yeah? Anything you say.

                                                                 CUT TO:

               MEN'S ROOM

                                     HENRY
                         What's going on? What happened to 
                         Stacks? Is everything okay?

                                     JIMMY
                              (smiling)
                         Don't worry about it.

                                     HENRY
                         There are cops all over the place.

                                     JIMMY
                              (smiling)
                         So what?  Where are they gonna go?

                                                                 CUT TO:

               A SMILING TOMMY

               entering the men's room.

                                     JIMMY
                              (to Tommy and barely 
                              able to suppress 
                              his glee)
                         He's worried.

                                     TOMMY
                              (suddenly hugging 
                              Henry with happiness 
                              and affection))
                         Come on. Don't worry so fucking 
                         much. Things are beautiful.
                              (to Jimmy)
                         Didn't you tell him?

                                     JIMMY
                              (wreathed in smiles)
                         Not yet.

               HENRY gently breaks away from TOMMY'S hug. Stares at JIMMY.

                                     JIMMY
                         Tommy's gonna be made.

               HENRY is momentarily impressed.

                                     HENRY
                              (incredulous)
                         Paulie's gonna make him?

                                     JIMMY
                              (proudly grabbing 
                              Tommy's beaming 
                              face in his hands 
                              and kissing him)
                         Who else? Paulie got the okay. 
                         This little guinea fuck. Someday 
                         he's gonna be a boss. Can you 
                         believe someday we'll work for 
                         him.

               HENRY hugs TOMMY and they leave the men's room.

                                                                 CUT TO:

               NARROW HALLWAY OUTSIDE MEN'S ROOM ON HAY BACK TO BAR

                                                                 CUT TO:

               MARTY

               standing in narrow hallway blocking HENRY, JIMMY and TOMMY.

                                     MARTY
                              (smiling)
                         Jimmy, can I talk to you now?

               WE SEE JIMMY and TOMMY angrily push right past MARTY.

                                     MARTY
                              (annoyed and pleading 
                              with Henry as Jimmy 
                              and Tommy hurry 
                              past)
                         Hey! Come on, already. If it wasn't 
                         for me, none of you would have had 
                         anything.

               WE SEE HENRY grab MARTY and shove him in the men's room 
               and close the door.

                                     HENRY
                              (angry)
                         Will you shut your fucking mouth. 
                         You're gonna get your money, just 
                         stop busting balls. Okay? Relax.  
                         You hear? Everything's gonna be 
                         fine.

               WE SEE HENRY slam the bathroom door on MARTY and hurry 
               back to the bar.

               EXT.  ROBERT'S LOUNGE - NIGHT

               WE SEE JIMMY and TOMMY leaving the bar after a long night. 
               WE SEE MARTY outside waiting for them.

                                     JIMMY
                              (bursts out laughing)
                         Son of a bitch. You're a pisser.

               WE SEE MARTY begin to laugh, too. WE SEE JIMMY hug MARTY 
               around the shoulder affectionately as they walk away from 
               the bar.

                                     JIMMY
                         You wanna talk? Okay, come on, 
                         let's get it over with.  I swear 
                         I've never known a ball buster 
                         like you in all my life.

                                     MARTY
                              (all smiles)
                         Ah, but Jimmy, nobody loves you. 
                         like I do. You know that. You name 
                         it.  I'll do anything for you.

                                     JIMMY
                              (still laughing)
                         Except to stop busting my balls.

               We hear tires squeal and two shots ring out.

                                                                 CUT TO:

               INT. HENRY'S HOUSE - NIGHT

               We hear a doorbell, waking HENRY and KAREN from sleep.

                                     WOMAN (O.S.)
                         Open up.  Henry! Karen! It's me.  
                         Fran!

               WE SEE HENRY and RARER open the door and HE SEE FRAN KRUGMAN 
               standing there in her housecoat, and distraught.

                                     FRAN
                              (hysterical)
                         Marty didn't come home. He's 
                         missing. I know something happened 
                         to him.

                                     HENRY
                         Wait a minute.  Calm down.

                                     KAREN
                         Fran. It'll be okay. Don't worry.

                                     FRAN
                         I know something happened.

                                     HENRY
                         What could happen? He got drunk. 
                         He passed out somewhere. I'll go 
                         looking for him in the morning.

                                     FRAN
                         In twenty years he's never been 
                         away all night without calling. I 
                         know something's wrong.

                                     HENRY
                         Awright, awright. Let me take you 
                         home and I'll go look for him 
                         myself. Right now.

               EXT. PARKING LOT OUTSIDE SHERWOOD DINER - DAWN

               HENRY and JIMMY are leaving together.

                                     HENRY
                         What'll I tell Fran?

                                     JIMMY
                         Who gives a fuck? Tall her he ran 
                         away with a broad. What do you 
                         care about her.

               Suddenly JIMMY spots TWO FBI MEN who had been tailing him, 
               dozing in their unmarked car. Be starts toward their car.

                                     JIMMY
                         Watch this.

                                     HENRY
                         Come on, don't fuck around, will 
                         ya?

                                     JIMMY
                         I do it all the time. Bust their 
                         fucking balls.

                                     HENRY
                         Jimmy, come on. Fuck 'em. Don't 
                         give them the satisfaction.

               HENRY watches JIMMY tiptoe up to the AGENTS' car and rap 
               on the window. The startled AGENTS look up and see JIMMY 
               staring at them.

                                     JIMMY
                         Come on, fuckoes. Let's go for a 
                         ride.
                              (to Henry as Jimmy 
                              starts his car)
                         I keep 'em up all fuckin' night.

               While HENRY walks to his own car, WE SEE JIMMY roar off 
               and we hear the squeal of tires and brakes as JIMMY and 
               still sleepy AGENTS in pursuit speed away from the club.

               EXT. CAFORA'S PINK CADILLAC PARKED ON BROOKLYN STREET NEAR 
               SCHOOL BUS STOP - MORNING

               WE SEE SOME YOUNGSTERS walk over to peek in the car. The 
               YOUNGSTERS are giggling. ONE BOY sneaks up alongside the 
               ear door and peeks inside. We hear a yell.

               WE SEE the bodies of FAT LOUIE CAFORA and his wife, DOLORES, 
               slumped against each other on the front seat. Blood has 
               caked all over their faces from small bullet holes in their 
               beads.

               EXT. LARGE DUMPSTER BEHIND DINER NEAR AIRPORT - DAWN

               WE SEE large garbage truck back up to the dumpster as 
               GARBAGE MAN lashes two steel cables to rings on top of 
               dumpster.

               WE SEE GARBAGE MAN signal for SO to tighten cable and tip 
               dumpster into truck.

               CLOSE UP OF TOP OF DUMPSTER

               as it is tipped over and WE SEE an arm fall over the side 
               and as dumpster tips more WE SEE another arm and the dead 
               faces of FRENCHY McMAHON and JOE BUDDHA as GARBAGE MAN 
               screams to helper SO to stop.

               EXT.  HOSTS POINT MARKET - TRUCK PARKING LOT - MORNING

               WE SEE the open door of a large refrigeration truck. WE 
               SEE bright lights and flashbulbs go off.

               CAMERA STEADILY MOVES IN ON frozen body hanging from a 
               rack inside the truck.

                                     HENRY (V.O.)
                         Jimmy was cutting every link between 
                         himself and the robbery, but it 
                         had nothing to do with me. I gave 
                         Jimmy the tip and he gave me some 
                         Christmas money. From then on I 
                         kept my mouth shut.  I knew Jimmy. 
                         He had the cash.  It was his. I 
                         know he kicked some money upstairs 
                         to Paulie, but that was it.  It 
                         made him sick to have to turn money 
                         over to the guys who stole it. 
                         He'd rather whack them. Anyway, 
                         what did I care? I wasn't. asking 
                         for anything and, besides. Jimmy 
                         was making nice money with me 
                         through my Pittsburgh connections. 
                         But still, for months after the 
                         robbery, they were finding bodies 
                         all over.

               CAMERA MOVES ONTO

               CLOSE UP - ANGELO SEPE'S FROZEN FACE

                                     HENRY (V.O.)
                         When they found Sepe in the meat 
                         truck, he was frozen so stiff it 
                         took them two days to thaw him out 
                         for the autopsy.

               INT. SHERWOOD DINER - DAY

               A bright sunny afternoon, HENRY and JIMMY seated in a window 
               booth.  WE SEE JIMMY eating eggs on pancakes with sausages 
               and toasted English muffins.

                                     HENRY (V.O.)
                         Still, I never saw Jimmy so happy.  
                         He was like a kid. We had money 
                         coming in through my Pittsburgh 
                         people and after a while even the 
                         Lufthansa thing began to calm down. 
                         But the thing that made Jimmy so 
                         happy that morning was that this 
                         was the day Tommy was being made.

               EXT.  TOMMY DESIMONE'S MOTHER'S HOUSE - MORNING

               WE SEE TOMMY is all dressed. He kisses his MOTHER. TOMMY 
               walks down the stairs toward TWO WISEGUYS and into a waiting 
               car.

                                     HENRY (V.O.)
                         Jimmy was so excited, you'd think 
                         he was being made. He must have 
                         made four calls to Tommy's house.  
                         They had a signal all set up so 
                         he'd know the minute the ceremony. 
                         was over.-

               INT.  SHERWOOD DINER - DAY

               JIMMY has finished his breakfast and spots HENRY's untouched 
               melon.

                                     JIMMY
                              (looking at watch)
                         You want the melon?

                                     HENRY
                         Nah.

                                     JIMMY
                              (reaches for the 
                              melon and looks at 
                              his watch)
                         I better call again.

                                     HENRY (V.O.)
                         Jimmy and I could never be made, 
                         because we bad Irish blood. It 
                         didn't even matter that my mother 
                         was Sicilian. To become a member 
                         of a crew, you've got to be one 
                         hundred percent Italian So that 
                         they can trace all your relatives 
                         back to the old country.

               INT. ONE-FAMILY BRIOC BUILDING WITH GARAGE UNDER THE FIRST 
               FLOOR

               WE SEE the car pull into basement garage and door close.

               INT. SHERWOOD DINER - HENRY'S POV

               From HENRY'S POV in window, WE SEE JIMMY cross the parking 
               lot to an outdoor phone booth on the side of the road. 
               Trades are roaring past.

                                     HENRY (V.O.)
                         It's the highest honor they can 
                         give you. It means you belong to a 
                         family and a crew. It means that 
                         nobody can fuck around with you. 
                         It also means you can fuck around 
                         with anybody, as long as they aren't 
                         also a member. It's like a license 
                         to steal.

               INT.  BASEMENT ROOM OFF THE GARAGE

               as TOMMY proudly walks into the room, followed by the TWO 
               WISEGUYS.

                                     HENRY (V.O.)
                         As far as Jimmy was concerned, 
                         with Tommy being made, it was like 
                         we were all being made. We would 
                         now have one of our own guys as a 
                         member.

               TOMMY proudly walks into the room. WE SEE a HOOD suddenly 
               appear behind him, put a gun to his head and fire. WE SEE 
               TOMMY inertly drop to the ground in a heap.

                                     HENRY (V.O.)
                         Except, they didn't make Tommy 
                         that day.

                                                                 CUT TO:

               JIMMY - IN PHONE BOOTH

               Suddenly, JIMMY slams down the phone with so much strength 
               that the booth shudders.

                                     HENRY (V.O.)
                         They killed him. It was revenge 
                         for Billy Batts.

               When JIMMY turns around, WE SEE that he is crying. WE SEE 
               HENRY hurrying toward JIMMY to console him.

                                     HENRY (V.O.)
                         And there was nothing we could do.  
                         Batts was a made man and Tommy 
                         wasn't. We had to sit still and 
                         take it. It was among the Italians. 
                         It was real greaseball shit. They 
                         even shot Tommy in the face so his 
                         mother couldn't give him an open 
                         coffin at the funeral.

               CLOSE UP ON DATE - SUNDAY, JANUARY 11, 1979.

               TITLE UP - 6:55 A.M.

               EXT.  HENRY'S DRIVEWAY - DAY

               WE SEE HENRY putting a paper bag filled with guns into the 
               trunk of his car. We hear the loud noise of a helicopter. 
               WE SEE HENRY look up. WE SEE a red helicopter. HENRY slams 
               the trunk closed. We hear the helicopter.

                                     HENRY (V.O.)
                         I was going to be busy all day. I 
                         had to drop off some thirty-eights 
                         at Jimmy's to match some silencers 
                         he had gotten. I had to pick up my 
                         brother at the hospital and drive 
                         him back to the house for dinner 
                         and then I had to pick up some new 
                         Pittsburgh stuff for Judy to fly 
                         down to some customers I had near 
                         Atlanta.

               INT.  HENRY'S CAR

               CLOSE UP - HENRY'S FACE

               as he drives he sees the helicopter.

               EXT.  JIMMY'S DOORWAY - HENRY FULL FACE, CAR IN BG

               WE SEE JIMMY grab one of the guns in his doorway and try 
               to screw on a silencer he had in his pocket. He can't.

                                     JIMMY
                         What fucking good are these things?  
                         They don't fit. What do I need 
                         this for? I'm not paying for this 
                         shit.

                                     HENRY (V.O.)
                         Right away I knew he didn't want 
                         them. I knew I was going to get 
                         stuck for the money. I only bought 
                         the damn guns because he wanted 
                         them. And now, he didn't want them.  
                         I didn't say a thing. Jimmy was so 
                         pissed he didn't even say goodbye.

                                                                 CUT TO:

               HENRY

               patting torn bag with guns back into car trunk.

               TITLE UP - 8:05 A.M.

               EXT.  HENRY'S CAR - DAY

               WE SEE HENRY speeding toward top of a rise in highway 
               approaching Queens Midtown Tunnel.

               INT.  HENRY'S CAR - DAY

                                     HENRY (V.O.)
                         I knew my Pittsburgh guys always 
                         wanted guns, and since I was going 
                         to see them later in the afternoon 
                         to pick up a delivery, I was pretty 
                         sure I'd get my money back.

               HENRY looks up and sees the red helicopter. When he looks 
               back at the road he is suddenly confronted with a huge 
               traffic jam spread out before him.

               WE SEE him jam his foot on the brakes.

               TITLE UP - 8:45 A.M.

               INT.  HOSPITAL ROOM - DAY

               A bedraggled HENRY arrives in his brother, MICHAEL'S, room. 
               MICHAEL is all dressed and sitting in his wheel-chair, 
               waiting to go.

                                     HENRY (V.O.)
                         When I finally got there to pick 
                         up Michael, his doctor wanted to 
                         put me in bed. I told him about 
                         the accident.  I said I was partying 
                         all night.

               CLOSE UP - PILLS IS HENRY'S PALM

                                     HENRY (V.O.)
                         He took mercy on me. He gave me 
                         ten milligrams of Valium and sent 
                         me home. My plan was to drop off 
                         my brother at the house and pick 
                         up Karen.

               INT.  HENRY'S CAR - DAY

               WE SEE HENRY driving MICHAEL.  HENRY looks up and sees the 
               red helicopter.

                                     HENRY
                              (to Michael)
                         I think that helicopter's following 
                         me.

                                     MICHAEL
                         Are you nuts?

               INT.  HENRY'S KITCHEN - DAY

               HE SEE MICHAEL, in his wheelchair, chopping celery. WE SEE 
               HENRY making meatballs.  JUDY WICKS is also there, helping 
               KAREN shell peas. JUDY's overnight bag is on the kitchen 
               table, surrounded by food. The CHILDREN are playing on the 
               kitchen floor.

                                     HENRY (V.O.)
                         I was cooking dinner that night. I 
                         had to start braising the beef, 
                         pork butt and veal shanks for the 
                         tomato sauce.  It's Michael's 
                         favorite. I was making ziti with 
                         the meat gravy, and I'm planning 
                         to roast some peppers over the 
                         flames, and I was putting on some 
                         string beans with the olive oil 
                         and garlic, and I had some beautiful 
                         cutlets, cut just right, that I 
                         was going to fry up before dinner 
                         just as an appetizer.  I was home 
                         for about an hour. My plan was 
                         toStart the dinner early, so Karen 
                         and I could go unload the guns 
                         that Jimmy didn't want, and get 
                         the package for Judy to take to 
                         Atlanta latex that night. I kept 
                         looking out the window and the 
                         helicopter was gone. I asked Michael 
                         to watch the sauce, and Karen and 
                         I started out.

               TITLE UP - 11:30 A.M.

               INT.  HENRY'S CAR - DAY

               WE SEE KAREN and HENRY in car when KAREN points out the 
               window.

                                                                 CUT TO:

               HELICOPTER

                                     HENRY
                         We're going to your mother's.

                                                                 CUT TO:

               KAREN'S MOTHER'S  COVERED  GARAGE AREA  - DAY

                                     HENRY (V.O.)
                         Now I'm sure we're being tailed. 
                         My plan was to go to her mother's 
                         and unload the guns. Who needed 
                         them in the trunk with all this 
                         heat?

                                                                 CUT TO:

               HENRY putting the guns into garbage cans.

                                     HENRY
                              (to Karen)
                         Go inside.  Tell her not to touch 
                         anything outside the house.  
                         Nothing.

                                                                 CUT TO:

               KAREN AND HENRY looking up at helicopter.

                                     HENRY
                         Let's go shopping.

               EXT.  LONG ISLAND SHOPPING MALL - DAY

               CLOSE UP OF HENRY ON PHONE

               Nearby WE SEE KAREN standing outside of their parked car. 
               In BG, WE SEE a large, busy shopping mall with cars and 
               SHOPPERS.

               TITLE UP - 12:30 P.M.

                                                                 CUT TO:

               MALL PHONE BOOTH

                                     HENRY
                         I'm not nuts. It's been following 
                         me all fucking morning.  I mean 
                         it.

               WE SEE HENRY slam down the phone. DOLLY INTO FACE

                                     HENRY
                              (to Karen)
                         They think I'm paranoid. The dumb 
                         fucks.  I should bring them the 
                         helicopter, then we'll see how 
                         paranoid I am.

               TITLE UP - 1:30 P.M.

                                                                 CUT TO:

               MALL ENTRY

               HENRY and KAREN peek out the mall door surrounded by PEOPLE 
               with shopping carts and look into the sky for the 
               helicopter. It is gone. He listens. No noise.

                                     HENRY
                         Okay!  Quick! Let's get back to 
                         your mother's.

               EXT.  KAREN'S MOTHER'S GARAGE AREA - DAY

               ANGLE ON  HENRY

               getting guns out of garbage.

               TITLE UP - 3:30 P.M.

               INT.  MOTEL APARTMENT - DAY

               WE SEE PITTSBURGH DEALER laughing as HENRY gives him the 
               package of guns. A YOUNG MAN is also standing in the room.

                                     DEALER
                         Didn't I tell you you were paranoid?  
                         See, Karen, didn't I tall him he 
                         was paranoid?

                                     KAREN
                              (barely looking up 
                              and wandering toward 
                              kitchen)
                         I need some coffee.

               DEALER puts his arm around HENRY and motions him toward 
               the bedroom where they snort some coke and laugh. After 
               snorting the coke, HE SEE the DEALER give HENRY a plastic 
               package of heroin he has taken out of a paper bag on the 
               dresser. HENRY casually puts it in his jacket pocket.

                                     HENRY (V.O.)
                         My plan was I had to get home and 
                         get the package ready for Judy to 
                         take on her trip. Also, I had to 
                         get to Robin's house to give the 
                         package a whack with some quinine. 
                         Plus, I knew Robin was gonna get 
                         on my ass. Then I had the cooking 
                         to finish at home, and I had to 
                         get Judy ready for the trip.

               Phone rings in bedroom.

               DEALER picks it up, listens a moment and offers it to HENRY.

                                     DEALER
                              (whispering so Karen 
                              cannot hear in 
                              next room)
                         It's Robin.

                                     HENRY
                              (annoyed)
                         Yeah?

               HENRY covers the mouthpiece.

                                     HENRY
                         (To dealer)
                         A pain in the ass.
                              (into phone)
                         I'll see you in about an hour.
                              (pause)
                         I can't. I got my brother home 
                         tonight.
                              (pause)
                         We'll talk about it later. Okay?

               HENRY hangs up the phone, pauses and dials again.

               INT.  HENRY'S KITCHEN - DAY

               Phone rings.  WE SEE JUDY WICKS answer the phone.  WE SEE 
               MICHAEL is stirring the tomato sauce.

                                                                 CUT TO:

               DEALER'S BEDROOM HENRY is on the phone.

                                     HENRY
                         You ready?

                                                                 CUT TO:

               HENRY'S KITCHEN

                                     JUDY
                         Yeah.

                                                                 CUT TO:

               DEALER'S BEDROOM

                                     HENRY
                         Tell Michael not to 1et the sauce 
                         stick.

                                                                 CUT TO:

               HENRY'S KITCHEN

                                     JODY
                              (to Michael, who is 
                              still stirring)
                         Henry says don't let the sauce 
                         stick.

                                     MICHAEL
                         I'm stirring.

                                     HENRY (O.S.)
                              (on phone)
                         You know what to do?

                                     JUDY
                              (bored)
                         Yeah, yeah.

                                                                 CUT TO:

               DEALER'S BEDROOM

                                     HENRY
                         Now this is important. Make sure 
                         you leave the house when you make 
                         the call. You understand? Do you 
                         hear me? It's important.  Call 
                         from an outside phone. I mean it.

                                                                 CUT TO:

               HENRY'S KITCHEN

                                     JUDY
                         Jesus! You must think I'm dumb. 
                         What are you bugging me for? I 
                         know what to do!

                                     HENRY (O.S.)
                              (on phone)
                         Just make sure you do it. You know 
                         what I mean?

                                     JDDY
                         Jesus Christ! You can be such a 
                         pain.

                                     HENRY
                         Just do what I say!  Judy Okay.

               WE SEE JUDY hang up the kitchen wall phone.

                                     MICHAEL
                              (still stirring)
                         What'd he say?

                                     JUDY
                         Nothing.

               JUDY WICKS takes a puff on her cigarette and starts to 
               fish around in the bottom of her pocketbook which is on 
               the kitchen counter near the wall phone.

               WE SEE JUDY WICKS take out an airline ticket.

                                     HENRY (V.O.)
                         So, what does she do after she 
                         hangs up with me? After everything 
                         I had told her? After all her yeah, 
                         yeah, yeah, bullshit? She picks up 
                         the phone and calls from the house. 
                         Now, if anybody was listening, 
                         they'd know everything. They'd 
                         know that a package was leaving 
                         from my house and they'd even have 
                         the time and the flight number. 
                         Thanks to her.

               JUDY WICKS reaches for the kitchen phone and dials.

               TITLE UP - 6:30 P.M.

               INT.  HENRY'S HOUSE - EVENING

               HENRY is working in the kitchen.

                                     HENRY (V.O.)
                         As soon as I got home, I started 
                         cooking. I had a few hours until 
                         Judy's flight.  I told my brother 
                         to keep an eye on the stove. All 
                         day long, the poor guy's been 
                         watching helicopters and tomato 
                         sauce. I had to drive over to 
                         Robin's place, mix it once and get 
                         back to the gravy.

               INT.  ROBIN'S HOUSE - EVENING

               HE SEE HENRY watching ROBIN mix the half-kilo of heroin 
               with milk sugar, doubling the amount. There is silence 
               between them. HENRY looks at his watch.  ROBIN pauses for 
               a moment and sniffs a line of coke she has cut on a mirror 
               near the table.

               HENRY snorts some coke, too.

               The table and room is a mess. Mixing bowls, scales, and 
               sieves are strewn around the room.

                                     ROBIN
                              (getting angrier 
                              while mixing)
                         I don't need this... You said 
                         tonight and now it's not tonight...

                                     HENRY
                              (watching the dope 
                              being mixed while 
                              stroking Robin's 
                              neck and shoulders)
                         It's okay. I'll make it up.  I 
                         promise. Just hurry it up a little. 
                         Okay?

                                     ROBIN
                              (finishing the 
                              package with tape, 
                              and almost purring)
                         Okay?

               WE SEE HENRY grab the two half-kilo packages off the table 
               and start for the door. ROBIN is startled.

                                     ROBIN
                              (shrieking)
                         You bastard! Where are you going?

               WE SEE HENRY get out the door just before ROBIN throws the 
               scale at it.

               TITLE UP - 8:30 P.M.

               INT.  HENRY'S DINING ROOM - NIGHT

               After dinner. EVERYONE is feeling very expansive.  JUDY 
               and HENRY have left the table and are standing in the 
               kitchen.

                                     JUDY
                              (to Henry)
                         I gotta go home.

                                     HENRY
                         What for? I got a pound of stuff 
                         in my jacket I've been carrying 
                         around all day. We gotta start 
                         taping it to your leg.

                                     JUDY
                         I gotta go home and get my hat.

                                     ENRY
                         Forget your fucking hat. What are 
                         you, kidding me? Just what I need 
                         now is a trip to Rockaway. Just 
                         because you want your hat.

                                     JUDY
                         I need it. I gotta have it. It's 
                         my lucky hat. I never fly without 
                         it.

                                     HENRY
                         Do you realize what we're involved 
                         in here now?

                                     JUDY
                         I don't care. I need my hat.  I 
                         won't go without it.

                                     HENRY (V.O.)
                         What could I do?  If she insisted, 
                         I had to drive her home for her 
                         goddamn hat.  I threw the package 
                         in the kitchen and went to take 
                         her hone.

                                                                 CUT TO:

               HENRY

               nodding to KAREN that the heroin is in the kitchen.

               TITLE UP - 10:45 P.M.

               EXT.  HENRY'S DRIVEWAY - NIGHT

               WE SEE HENRY and JUDY get into his car. As they start to 
               move out of the driveway, HENRY notices that there is a 
               traffic jam in front of his property.  PEOPLE are walking 
               around with flashlights. It looks like an accident. 
               Suddenly, a MAN in windbreaker appears at HENRY'S window 
               and jams a gun against HENRY's head.

                                     MAN
                         One move, motherfucker, and I'll 
                         blow you away.

                                     HENRY (V.O.)
                         For a second I thought I was dead, 
                         but when I heard all the noise, I 
                         knew they were cops,  only cops 
                         talk that way.  If they had been 
                         wiseguys, I wouldn't have heard a 
                         thing. I would have been dead.

               INT.  HENRY'S BEDROOM TOILET - NIGHT

               WE SEE KAREN hurriedly flushing heroin down the toilet 
               upstairs while we hear FBI MEN at the door downstairs. We 
               hear MICHAEL and CHILDREN'S VOICES downstairs.

               WE SEE KAREN go to the bureau drawer and grab a small 
               caliber gun, lift her dress and, grimacing, shove the cold 
               metal into her underpants.

                                                                 CUT TO:

               INT.  FBI OFFICE

               HENRY is seated and surrounded by FBI MEN and PROSECUTOR 
               EDWARD MCDONALD. WE SEE JUDY WICKS brought in past HENRY 
               and ushered into another room. WE SEE the DEALER ushered 
               past HENRY and placed into yet another room.

                                     HENRY (V.O.)
                         All day I thought the guys in the 
                         helicopter were just local cops 
                         busting my balls over Lufthansa, 
                         but they turned out to be Narks. 
                         They had been on me a month. Phone 
                         taps. Surveillance.

               WE SEE ROBIN brought in, followed by TWO COPS carrying 
               cardboard boxes filled with pots, sieves and scales from 
               ROBIN's table.  The COPS put the boxes on a-table where 
               HENRY can see them.  WE SEE ONE of the NARKS lick his finger 
               after wiping it across one of the bowls.  He smiles at 
               HENRY and rolls his eyes.

               WE SEE HENRY slouch further in his seat while questioning 
               continues.

               INT.  PRISON VISITING AREA

               WE SEE KAREN and HENRY seated at a table in a visiting 
               area. HENRY is nervously looking around at the GUARDS and 
               whispering to KAREN.

                                                                 CUT TO:

               IN SYNCH

                                     KAREN
                              (anxious)
                         Jimmy's calling every day. It's 
                         urgent.

                                     HENRY
                              (a little annoyed 
                              at Karen)
                         What did he say, exactly?

               INT.  HENRY'S HOUSE - DAY

                                     KAREN (V.O.)
                              (her turn to be 
                              annoyed)
                         At least Jimmy and Mickey want to 
                         help. I talk to Mickey every day. 
                         That's more than I can say for the 
                         rest.

                                     HENRY (V.O.)
                              (placating)
                         Paul will calm down. You'll see.

               INT.  JIMMY'S HOUSE - DAY

               HE SEE MICKEY on the phone.

                                     KAREN (V.O.)
                         I told Jimmy the cops took our 
                         cars and froze our bank accounts 
                         and he offered to get me some money. 
                         Be wants to know what's happening. 
                         You gotta meet him.

                                     HENRY (V.O.)
                         Fuck Jimmy and the money. Didn't I 
                         tell you I gotta get out of here  
                         first.  I gotta straighten every-
                         thing out with Paulie or I'm dead.

               CAMERA PANS to sinister JIMMY BURKE in BG.

               INT.  PRISON VISITING AREA - DAY (CONTINUOUS)

                                     KAREN
                              (annoyed and 
                              indicating the 
                              jail)
                         Then you're safer in here.

                                     HENRY
                              (exasperated)
                         Safe? Here? They'll kill me here. 
                         They're all afraid I'm gonna rat 
                         them out. People are already looking 
                         to walk away from me. I'm dead in 
                         here. You gotta get me out.

                                     KAREN
                              (worried)
                         Who's gonna do that?

                                     HENRY
                              (pleading)
                         Just get me out.

                                                                 CUT TO:

               KAREN 

               Her face drops, but she's not sure.

               EXT.  PRISON BAIL RELEASE GATE - MIDNIGHT

               WE SEE HENRY hurry out of the prison. He looks nervous 
               over his shoulder.

                                     HENRY (V.O.)
                         Karen finally got her mother to 
                         put her house up for my bail. I 
                         was out.

               WE SEE KAREN and her MOTHER are waiting in the car.

                                     HENRY (VO CONTD)
                         I remember I had this feeling I 
                         was going to get killed right 
                         outside the jail.  I knew Paulie        
                         was still pissed at me and he's 
                         such a hothead I was afraid he 
                         might have me whacked before he 
                         calmed down. And I was also worried 
                         about Jimmy. Jimmy knew if Paulie 
                         found out he was in the drug deals 
                         with me, Paulie would have Jimmy 
                         killed even before me. This is the 
                         bad time.  I didn't feel safe until 
                         I got home.

                                                                 CUT TO:

               INT. HENRY AND KAREN'S HOUSE - BEDROOM - NIGHT

               ANGEL ON HENRY

               frantically looking around the bedroom.

                                     HENRY (V.O.)
                         So now my plan was to stay alive 
                         long enough to sell off the dope 
                         that the cops never found and 
                         disappear for a while until I got 
                         things straightened out.

                                     HENRY
                              (to Karen)
                         Where's the stuff?

                                     KAREN
                         What are you talking about?

                                     HENRY
                         You know. The stuff I left.

                                     KAREN
                              (beginning to cry)
                         I flushed it down the toilet.

                                     HENRY
                              (anguish and anger, 
                              mixed)
                         You what?

                                     KAREN
                              (crying anguish)
                         What did you want me to do with 
                         it? They were all over the house.

                                     HENRY
                         Are you fucking nuts? That was 
                         forty, fifty thousand.  I need it. 
                         I was depending on that money.

                                     KAREN
                              (crying)
                         They had a warrant. They went 
                         through everything. They would 
                         have found it. I swear.

                                     HENRY
                         Shit You know they would have never 
                         found it. Why did you do it? Why 
                         did you do it? My God, why did you 
                         have to do it?

                                     KAREN
                              (a primal scream)
                         Oh no! No!  Noooo!

                                     HEHRY
                              (screaming)
                         Why? Why?

               WE SEE HENRY, and KAREN holding onto each other as they 
               cry and scream, with the screams echoing out on the sound 
               track.

                                                            DISSOLVE TO:

               THEIR FACES

               asleep, and CAMERA DOLLIES OUT TO REVEAL a gun in HENRY'S 
               hand as they sleep.

               INT.  GEFFKEN'S BAR

               The place is closed, but inside WE SEE PAUL VARIO in the 
               kitchen cooking peppers and eggs in a frying pan with olive 
               oil. WE SEE SEVERAL HOODS surrounding him at a distance.  
               VARIOUS SUPPLICANTS, a LOCAL BUTCHER, an OLD LADY, etc., 
               wait for a papal audience.

                                     VARIO
                              (looking down)
                         I warned you a million times.

                                     HENRY
                         I've been all fucked up since I 
                         got out.

                                     VARIO
                         You think I didn't know what you 
                         were doing?

                                     HENRY
                         It was easy money. I did it in the 
                         can.  Shit! I learned the junk 
                         business in the can, Paulie.

                                     VARIO
                         Right in my face. You looked in my 
                         face and you lied.

                                     HENRY
                         But, Paulie, I'm sorry. Believe 
                         me.  I was fucking crazy.  But I'm 
                         okay now. I can be trusted.  I'm 
                         clean now. On my children. Believe 
                         me! Two weeks cold turkey waiting 
                         for bail got my head together...

                                     VARIO
                         You thought I was some fucking 
                         jerk?

                                     HENRY
                         Paulie, I couldn't come to you. I 
                         didn't want to put you in this 
                         shit.
                              (pause)
                         I was ashamed to come to you. I 
                         knew I was wrong.

               WE SEE VARIO. stand, mute.

                                     HENRY
                         Paulie.  You're all I got.  I need 
                         help.

                                     VARIO
                         You treated me like shit.

               WE SEE VARIO reach into his pocket and take out a thick 
               wad of bills. Without counting the money he puts the cash 
               in HENRY'S hands.  VARIO clasps HENRY'S hands in his own.

                                     VARIO
                              (looking down while 
                              handing Henry the 
                              cash)
                         Here. Take it.
                              (looking up with 
                              tears in his eyes)
                         Now I gotta turn my back on you.

               CLOSE UP - HENRY

                                     HENRY (V.O.)
                         Thirty-two hundred bucks. That's 
                         what he gave me. Thirty-two hundred 
                         bucks for a lifetime. It wouldn't 
                         have paid for the coffin.

                                                                 CUT TO:

               INT.  HENRY AND KAREN'S BEDROOM - NIGHT

                                     KAREN
                         I'm not going to run. Live the 
                         rest of our lives like rats. Is 
                         that what, you want? Leave my 
                         mother. Leave my family.  Never 
                         see anybody again.

                                     HOOD
                              (pleading)
                         We're gonna leave then anyway, 
                         because if we stay around here 
                         we're gonna be dead.

                                     KAREN
                              (angrily pulling 
                              away)
                         They're right. You are paranoid.

               EXT. JUKEBOX STOREFRONT - DAY

               ANGLE ON JIMMY

               Nervously pacing near the doorway.  There are jukeboxes 
               and pinball machines of various sizes and hues on the 
               sidewalk. Some are being loaded onto panel trucks and carted 
               off.

                                     JIMMY
                              (concerned)
                         How is he? Okay? Are they busting 
                         his chops?

                                     KAREN
                         He's okay. They sobered him up.

                                     JIMMY
                         Did he say what they're asking him 
                         about?

                                     KAREN
                         Jimmy.  I don't know.  I got so 
                         much else on my mind.  I got the 
                         kids.  We got no money.

                                     JIMMY
                         I gotta talk to him as soon as I 
                         can.

                                     KAREN
                         He says he's too hot.  He doesn't 
                         even know I came here today.  It's 
                         like he's crazy. Jimmy.

                                     JIMMY
                         I know. I know. But it'll be okay.  
                         Don't worry. I got some money for 
                         you. It's down the block.

               WE SEE JIMMY lead KAREN to the edge of the sidewalk and 
               point down the block toward a row ot stores.

                                     JIMMY
                              (pointing)
                         The third store down.

                                     KAREN (V.O.)
                         Jimmy just stood there on the 
                         sidewalk. It felt funny. I started 
                         walking down the block, but I 
                         noticed the stores were empty.

                                                                 CUT TO:

               EMPTY STOREFRONT

               with chalked storefront

                                     KAREN) (V.O.)
                         I got a bad feeling.  I just kept 
                         walking.

                                                                 CUT TO:

               JIMMY standing on sidewalk.

                                     JIMMY
                              (shouting)
                         Inside! Go in there!

                                                                 CUT TO:

               EMPTY STOREFRONT

               With open door and DARK FIGURES waiting inside.

                                     KAREN
                              (very rattled)
                         Jimmy, I'm in a hurry.  I've got 
                         to pick up the kids at my mother's.  
                         I'll come back later.

               WE SEE KAREN hurry down the block past the stores.

               EXT.  DRIVEWAY - HENRY'S HOUSE - DAY

               WE SEE KAREN'S car screech to a halt near the garage as 
               HENRY comes racing out of the house toward her. He has a 
               gun pressed close to his side.

               WE SEE KAREN is frozen to the wheel in fear. She is visibly 
               shaking, crying.

               WE SEE HENRY very gently pull her from behind the wheel. 
               He has cradled her in his arms as, after a wary look around 
               the street, HENRY walks her toward the house.

                                     HENRY
                         What happened? You okay?

                                     KAREN
                         I got seared.

                                     HENRY
                              (soothing)
                         Okay. Don't worry about it. It's 
                         okay.

                                     KAREN
                              (still in shock)
                         I got scared.

               INT.  SHERWOOD DINER - LATE MORNING

               CAMERA MOVES IN ON TABLE - HENRY'S POV

               LONG TRACKING SHOT - THROUGH RESTAURANT

               You don't know what you're TRACKING until YOU SEE all the 
               food on the table and JIMMY looks up.

                                     HENRY (V.O.)
                         If you're part of a crew, nobody 
                         ever tells you that they're going 
                         to kill you.  It doesn't happen 
                         that way.  There aren't any 
                         arguments or curses like in the 
                         movies. Your murderers come with 
                         smiles. They come as your friends, 
                         the people who have cared for you 
                         all your life, and they always 
                         come at a time when you are at 
                         your weakest and most in need of 
                         their help. So I met Jimmy in a 
                         crowded place we both knew.  I got 
                         there fifteen minutes early and I 
                         saw that Jimmy was already there.  
                         He took the booth near the window 
                         so he could see everyone who drove 
                         up to the restaurant.  He wanted 
                         to see if I had been tailed.

               JIMMY stands to embrace HENRY. WE SEE a table with melon, 
               eggs, sausage, toasted English muffins, etc. HENRY notices 
               that JIMMY has not touched any of the food. Next to JIMMY, 
               WE SEE a large legal folder.

                                     JIMMY
                              (sailing, friendly 
                              greeting)
                         You look good.

                                     HENKF
                              (shaking his head)
                         I didn't need the headache.

                                     JIMMY
                         Come on, eat something.

                                     HENRY
                         I can't eat,  just get me some 
                         coffee.

                                     HENRY (V.O.)
                         He was jumpy. He hadn't touched a 
                         thing. In the old days, Jimmy would 
                         have ordered doubles and eaten it 
                         all.  On the surface, of course, 
                         everything was supposed to be fine. 
                         We were supposed to be discussing 
                         my case, just like we always would, 
                         but I had a feeling Jimmy was trying 
                         to sense whether I was going to 
                         rat him out to save my neck.

                                     JIMMY
                              (patting the legal 
                              folder)
                         I think you got a good shot at 
                         beating the case.

                                     HENRY
                         How?

                                     JIMMY
                         It's that rat bastard from 
                         Pittsburgh. He ratted you all out. 
                         He's been a rat since he got busted 
                         in Pittsburgh.

                                     HENRY
                         Yeah.

                                     JIMMY
                         He's hiding, thE son of a bitch, 
                         in Florida.

                                     HENRY
                         Yeah.

                                     JIMMY
                         I want you and Anthony to go down 
                         there and take care of that bastard. 
                         Without him, they've got no case.

               CLOSE UP - JIMMY'S HAND

               giving a piece of paper to HENRY.

               TILT UP ON JIMMY AND FREEZE

                                     HENRY (V.O.)
                         Jimmy had never asked me to whack 
                         somebody before, but now he's asking 
                         me to go down to Florida and do a 
                         hit with Anthony.

                                                                 CUT TO:

               FREEZE OF HENRY HEAD ON

               Looking at JIMMY.

                                     HENRY (V.O.)
                         That's when I knew I would never 
                         have come back from Florida alive.

               UNFREEZE ON HENRY and BACK TO ACTION like nothing is wrong.

               CAMERA DOLLIES OUT and WE SEE JIMMY and HENRY sipping their 
               coffee. WE SEE JIMMY reach for some food. HENRY passes 
               JIMMY the salt.  They are TWO GUYS finishing breakfast in 
               a diner.

               INT.  FBI OFFICE - DAY

               ANGLE ON HENRY AND MCDONALD

               arguing. KAREN and SOME FBI AGENTS are standing nearby.

                                     MCDONALD
                         We'll pack up everything and send 
                         it to you.

                                     KAREN
                         I got dry cleaning.

                                     MCDONALD
                         We'll pick it up.

               EXT.  JUKEBOX STOREFRONT - DAY

               WE SEE a grim JIMMY getting into the rear seat of an 
               unmarked FBI car while HOODS watch silently.

                                                                 CUT TO:

               INT.  FBI OFFICE - DAY

               KAREN is now seated next to HENRY on sofa. MCDONALD is 
               leaning against the desk. In BG, WE SEE FBI MEN playing 
               with the CHILDREN.  HE SEE HENRY and KAREN's suitcases 
               stacked near the sofa.

                                     MCDONALD
                         We'll sell your house here and 
                         apply the money to your new name.

                                     HENRY
                         I don't want to go anywhere it's 
                         cold.

                                     MCDONALD
                         I can't control that.

                                     HENRY
                         I don't care who controls it. 
                         Nowhere cold.

                                     KAREN
                         He's very bronchial.

               INT.  GEFFKEN'S BAR

               WE SEE FBI MEN filling the barroom and VARIO, surrounded 
               by AGENTS, being handcuffed and shoved toward the door.

                                                                 CUT TO:

               INT.  FBI OFFICE

               ANGLE ON HENRY AND MCDONALD

               arguing.

                                     KAREN
                              (whispering to Henry)
                         What about the schools?

                                     HENRY
                         Yeah. What about the kids' school?

                                     MCDONALD
                         Don't worry about the schools. 
                         We'll take care of the schools.

                                     KAREN
                         I don't want them left back.

                                     MCDONALD
                         They won't be left back. They'll 
                         stay in their grade.

                                     KAREN
                         That's important.

                                                                 CUT TO:

               INT.  COURTROOM

               ANGLE ON BACK OF HENRY'S HEAD

               and TRACK AROUND.

                                     HENRY (V.O.)
                         It was easy for all of us to 
                         disappear. My house was in my mother-
                         in-law's name.  My cars were 
                         registered to my wife. My Social 
                         Security cards and driver's licenses 
                         were phonies.  I've never , voted.  
                         I never paid taxes. My birth 
                         certificate and my arrest sheet, 
                         that's all you'd ever have to know 
                         I was alive.

               SLOW DOLLY IS TO HENRY'S FACE.

                                     HENRY (V.O.)
                         The hardest thing for me was leaving 
                         the life. I still love the life. 
                         We were treated like movie stars 
                         with muscle.  We had it all just 
                         for the asking.

               CLOSE UP - JIMMY BURKE

               seated at defense table in grey suit and rimless glasses. 
               He almost looks like one of his lawyers.

                                     HENRY (V.O.)
                         Our wives, mothars, kids, everybody 
                         rode along. I had paper bags filled 
                         with jewelry stashed in the kitchen 
                         and a sugar bowl full of coke next 
                         to the bed.

               IN BG, WE SEE MICKEY BURKE CRYING.

                                     HENRY
                         Anything I wanted was a phone call 
                         away. Free cars and the keys to a 
                         dozen hideouts flats all over the 
                         city. I'd bet twenty, thirty grand 
                         over a weekend ...

               CLOSE UP - JIMMY BURKE

               COME UP ON SCREEN - TWENTY-FIVE YEARS

                                     HENRY (V.O.)
                         ... and than I'd either blow the 
                         winnings in a week or go to the 
                         sharks to pay back the bookies.

                                                                 CUT TO:

               CLOSE UP - PAUL VARIO

               looking older and grey. VARIO is looking down.

               COME UP ON SCREEN - FOUR YEARS

               DOLLY IN TO EXTREME CLOSE UP - HENRY

               As be speaks-; in synch, directly to CAMERA. DOLLY IN TO 
               EXTREME CLOSE UP as he speaks.

                                     HENRY
                         It didn't matter. When I was broke 
                         I just went out and robbed some 
                         more. We ran everything.  We paid 
                         off lawyers. We paid off cops. 
                         Everybody had their hands out. And 
                         now it's all over.

               EXT.  STREET IN MIDWESTERN ANDY HARDY TOWN - DAY

               TRACK down the street.

                                     HENRY (V.O.)
                         And that's the hardest part. Today 
                         everything is different. There's 
                         no action.

               CAMERA TRACKS past white picket fences.

                                     HENRY (V.O.)
                         I have to wait around like anyone 
                         else. Yon can't even get decent 
                         food. Right after I got hare I 
                         ordered some spaghetti with marinara 
                         sauce and I got egg noodles and 
                         ketchup.

               CAMERA APPROACHES house and TRACKS IS TO DOOR OF HOUSE as 
               it opens. A MAN, still in his pajamas, leans out to get 
               the milk and newspaper.  He looks up. It's HENRY.

                                     HENRY
                              (Talking to camera)
                         I'm an average nobody. I get to 
                         live the rest of my life like a 
                         schnook.

                                                               FADE OUT:

                

                                        THE END