"THE SILENCE OF THE LAMBS"

                                            by

                                        Ted Tally

                                  Based on the novel by

                                      Thomas Harris

                

               FADE IN:

               INT. GRUBBY HOTEL CORRIDOR - DAY (DIMLY LIT)

               A woman's face BACKS INTO SHOT, her head resting against 
               grimy wallpaper. She is tense, sweaty, wide-eyed with 
               concentration. This is CLARICE STARLING, mid-20's, trim, 
               very pretty. She wears Kevlar body armor over a navy 
               windbreaker, khaki pants. Her thick hair is piled under a 
               navy baseball cap. A revolver, clutched in her right hand, 
               hovers by her ear. She raises a speedloader, in her left 
               hand, locks it into her cylinder, twists and reloads.

               CLOSE ON

               A guest room door, with a small, wired pack attached to its 
               knob. Suddenly, wish a sharp CRACK!, the knob explodes, and 
               the door bursts open.

               WITH CLARICE - MOVING SHOT

               as she runs around a corner, through a cloud of smoke. She 
               shoulders aside the shattered door and rushes inside, gun at 
               the ready in both hands...

                                                                    CUT TO:

               INT. HOTEL ROOM - DAY

               CLARICE'S POV - MOVING - as she first sees, sitting on the 
               edge of a bed - a FEMALE HOSTAGE. Black, late 20's, gagged, 
               hands behind her back. Then, SWIVELLING... she sees a startled 
               MALE SUSPECT, white, mid-20's, standing by a window with a 
               rifle in his hands. He is turning towards her...

               Clarice drops into a combat crouch, gun extended, and shouts.

                                     CLARICE
                         Freeze! FBI!

               CLARICE'S POV - SLOW MOTION

               all natural SOUND suspended - as the Suspect faces her with 
               a strange, pleading expression. The rifle is rising in his 
               hands, but oddly enough, it is held across his chest, not 
               pointing. Then another puzzling detail registers...

               THE SUSPECT'S HANDS

               are taped to his gun, away from the trigger; he couldn't use 
               it even if he tried. Suddenly we hear a metallic CLICK, which 
               registers with unnatural amplification, as - Clarice reacts, 
               drops to the floor, rolling sideways, and -

               THE "HOSTAGE"

               pulls a revolver out from behind her back, still in SLOW 
               MOTION, raising it in her untied hands. She fires repeatedly, 
               flames leaping from the muzzle; the SOUND is an echoing roar 
               in these close quarters, but -

               Clarice has come up on one knee, beside an armchair, and is 
               already firing back herself, two quick SHOTS, which send -

               THE "HOSTAGE"

               pitching over the bed, backwards, to shudder and lie still 
               in a haze of gunsmoke. Clarice rushes to her, clamping one 
               knee down on her gun hand, still keeping her covered in case 
               of movement. HOLD for a few beats... then we hear the shrill 
               blast of a WHISTLE from somewhere, off screen, as normal 
               ACTION and SOUND are restored.

                                     BRIGHAM (O.S.)
                         Okay, people, good exercise...

               Clarice relaxes, lowering her gun. The lights brighten.

               PULLING BACK

               we see that we're in some sort of auditorium, with the "hotel 
               room" and its "corridor" built as a training set. JOHN BRIGHAM 
               walks onto this set, thumbing a stopwatch. Mid-40's, ex-
               Marine. His T-shirt's lettering says "Firearms Instructor / 
               FBI Academy."

                                     BRIGHAM
                         Starling's reaction time was 
                         excellent. Let's break. Critique in 
                         five.

               A class of about forty young FBI trainees, of both sexes, 
               begins to rise from their seats, mingling and chatting. 

               Clarice nods amiably to the "Suspect", then gives her 
               "Hostage" a hand up. It's ARDELIA MAPP, her roommate. Her 
               broad, clever face breaks into a big smile, as they both 
               remove ear plugs. Clarice's voice has just a soft trace of 
               southern accent.

                                     ARDELIA
                         Damn, Clarice, how'd you make me?

                                     CLARICE
                              (indicating her gun)
                         Never cock. Just squeeze.

                                     ARDELIA
                              (grins)
                         I love it when you talk dirty.

               As Brigham joins them, Clarice can't resist a star pupil's 
               little smile of pride. He frowns good-naturedly.

                                     BRIGHAM
                         What're you laughin' at, Junior G-
                         Man? She got off four rounds to your 
                         two.

               He takes out a steel-coiled grip flexer, drops it onto her 
               palm.

                                     BRIGHAM
                              (continuing)
                         One hundred reps, each hand, every 
                         day. Now tidy up, the Section Chief 
                         wants to see you.

               He nods a direction, then moves off. Clarice, with her smile 
               finally fading, looks out into the auditorium.

               SPECIAL AGENT JACK CRAWFORD

               sits on the top step of the aisle, looking down at her. He 
               is 53, strongly built. He rises impassively, exits through 
               the back door. He carries a think manila envelope under one 
               arm.

               Ardelia who is helping Clarice unbuckle her bullet-proof 
               vest, follows her worried gaze.

                                     CLARICE
                         What'd I do?

                                     ARDELIA
                         Stay cool. Just remember to call him 
                         "God."

                                                                    CUT TO:

               EXT. FBI ACADEMY GROUNDS, QUANTICO, VIRGINIA - DAY

               Crawford is watching a group of trainees on the firing range, 
               as Clarice joins him. He looks tired, haunted. Between master 
               and student, we sense a subtle, muted tug of sexuality.

                                     CRAWFORD
                         Starling, Clarice M., good morning.

                                     CLARICE
                         Good morning, Mr. Crawford.

                                     CRAWFORD
                         Your instructors tell me you're doing 
                         well. Top quarter of the class.

                                     CLARICE
                         I hope so. They haven't posted 
                         anything.

                                     CRAWFORD
                         A job's come up and I thought about 
                         you. Not really a job, more of - an 
                         interesting errand. Walk me to my 
                         car, Starling.

               They begin to cross the academy grounds. A group of trainees 
               jogs by, in matching sweats, following a p.e. coach.

                                     CRAWFORD
                         We're trying to interview all of the 
                         serial killers now in custody, for a 
                         psychobehavioral profile. Could be a 
                         big help in unsolved cases. Most of 
                         them have been happy to talk to us. 
                         They have a compulsion to boast, 
                         these people... Do you spook easily, 
                         Starling?

                                     CLARICE
                         Not yet.

                                     CRAWFORD
                         You see, the one we want most refuses 
                         to cooperate. I want you to go after 
                         him again today, in the asylum.

                                     CLARICE
                         Who's the subject?

                                     CRAWFORD
                         The psychiatrist - Dr. Hannibal 
                         Lecter.

               Clarice stops walking, goes very still. A beat.

                                     CLARICE
                         The cannibal...

               Crawford doesn't respond, except to study her face.

                                     CLARICE
                         Yes, well... Okay, right. I'm glad 
                         for the chance, sir, but - why me?

                                     CRAWFORD
                         You're qualified and available. And 
                         frankly, I can't spare a real agent 
                         right now.

               He walks on again, at a faster clip. She hurried to keep up.

                                     CRAWFORD
                         I don't expect him to talk to you, 
                         but I have to be able to say we 
                         tried... Lecter was a brilliant 
                         psychiatrist, and he knows all the 
                         dodges.
                              (hands her the manila 
                              envelope)
                         Dossier on him, copy of our 
                         questionnaire, special ID for you... 
                         If he won't talk, then I want straight 
                         reporting. How's he look, how's his 
                         cell look, what's he writing? The 
                         Director himself will see your report, 
                         over your own signature - if I decide 
                         it's good enough. I want that by 
                         0800 Wednesday, and keep this to 
                         yourself.

               They're reached his car. His driver stamps on a cigarette, 
               climbs in behind the wheel. BURROUGHS, his assistant, says 
               something into a walkie-talkie, then opens the back door. 
               But Crawford pulls her aside, a hand on her shoulder. His 
               intensity is scary.

                                     CRAWFORD
                         Now. I want your full attention, 
                         Starling. Are you listening to me?

                                     CLARICE
                         Yes sir.

                                     CRAWFORD
                         Be very careful with Hannibal Lecter. 
                         Dr. Chilton at the asylum will go 
                         over the physical procedures used 
                         with him. Do not deviate from them, 
                         for any reason. You tell him nothing 
                         personal, Starling. Believe me, you 
                         don't want Hannibal Lecter inside 
                         your head... Just do your job, but 
                         never forget what he is.

                                     CLARICE
                              (a bit unnerved)
                         And what is that, sir?

                                     CHILTON (V.O.)
                         Oh, he's a monster. A pure 
                         psychopath...

                                                                    CUT TO:

               INT. CHILTON'S OFFICE - BALTIMORE STATE HOSPITAL FOR THE 
               CRIMINALLY INSANE - DAY

               CLOSE ON an ID card held in a male hand. Clarice's photo, 
               official-looking graphics. It calls her a "Federal 
               Investigator."

                                     CHILTON (O.S.)
                         It's so rare to capture one alive. 
                         From a research point of view, Dr. 
                         Lecter is our most prized asset...

               DR. FREDERICK CHILTON looks up from her card. A smarmy little 
               peacock, behind a vast desk; he's conceived an instant, 
               hopeless letch for Clarice. He smiles, stroking her card 
               with his beloved gold pen.

                                     CHILTON
                         You know, we get a lot of detectives 
                         here, but I must say, I can't ever 
                         remember one so attractive...

               NEW ANGLE - REVEALS CLARICE

               now wearing a more feminine skirt suit. Hair neatly coiled, 
               elegant shoulder bag, briefcase. He has rudely left her 
               standing.

                                     CHILTON
                         Will you be in Baltimore overnight...? 
                         Because this can be quite a fun town, 
                         if you have the right guide.

               Clarice tries, unsuccessfully, to hide her distaste for him.

                                     CLARICE
                         I'm sure it's a great town, Dr. 
                         Chilton, but my instructions are to 
                         talk to Lecter and report back this 
                         afternoon.

                                     CHILTON
                              (pause, sourly)
                         I see.
                              (beat)
                         Let's make this quick, then. I'm 
                         busy.

                                                                    CUT TO:

               INT. ASYLUM CORRIDOR - UPPER FLOOR - DAY

               Clarice flinches as a heavy steel gate CLANGS shut behind 
               her, the bolt shooting home. Chilton walks ahead of her.

                                     CHILTON
                         Lecter carved up nine people - that 
                         we're sure of - and cooked his 
                         favorite bits. We've tried to study 
                         him, of course - but he's much too 
                         sophisticated for the standard tests. 
                         And my, does he hate us! Thinks I'm 
                         his nemesis... Crawford's very clever, 
                         isn't he? Using you.

                                     CLARICE
                         How do you mean, Dr. Chilton?

                                     CHILTON
                         A pretty young woman, to turn him 
                         on? I don't believe Lecter's ever 
                         seen a woman in eight years. And oh, 
                         are you ever his "taste" - so to 
                         speak.

                                     CLARICE
                         I graduated magna from UVA, Doctor. 
                         It's not a charm school.

                                     CHILTON
                         Good. Then you should be able to 
                         remember the rules.

                                                                    CUT TO:

               INT. DIFFERENT CORRIDOR - LOWER FLOOR - DAY

               A darker, even grimmer area. Heavy grids over the lights. 
               Distant SLAMMINGS and faint, hoarse SHOUTS. They walk briskly.

                                     CHILTON
                         Do not reach through the bars, do 
                         not touch the bars. You pass him 
                         nothing but soft paper - no pens or 
                         pencils. No staples or paperclips in 
                         his paper. Use the sliding food 
                         carrier, no exceptions. Do not accept 
                         anything he attempts to hold out to 
                         you. Do you understand me?

                                     CLARICE
                         I understand.

                                     CHILTON
                         I'm going to show you why we insist 
                         on such precautions... On the 
                         afternoon of July 8, 1981, he 
                         complained of chest pains and was 
                         taken to the dispensary. His 
                         mouthpiece and restraints were removed 
                         for an EKG. When the nurse bent over 
                         him, he did this to her...

               He hands Clarice a small, dog-eared photo. Looking at it, 
               she is stopped in her tracks. This pleases Chilton.

                                     CHILTON
                         The doctors managed to re-set her 
                         jaw, more or less, and save one of 
                         her eyes. His pulse never got over 
                         eighty-five, even when he ate her 
                         tongue.
                              (pauses, he smiles)
                         I keep him in here.

               He turns, pushes a button. A steel door BUZZES slowly open, 
               and BARNEY - a big, impassive orderly - awaits them in an 
               anteroom. On its walls: restraints, mouthpieces, Mace, 
               tranquilizer guns.

                                     CLARICE
                              (quickly blocking him)
                         Dr. Chilton - if Lecter feels you're 
                         his enemy - as you've said - then 
                         maybe I'll have more luck by myself. 
                         What do you think?

                                     CHILTON
                              (annoyed)
                         You might have suggested that in my 
                         office, and saved me the time.

                                     CLARICE
                         But then I would've missed the 
                         pleasure of your company.

               She holds out the photo. A beat. He grabs it, jaw twitching.

                                     CHILTON
                         When she's finished, bring her out.

               He turns on his heel, goes. Barney smiles reassuringly.

                                     BARNEY
                         Hi, I'm Barney. He told you, don't 
                         get near the bars?

                                     CLARICE
                              (shaking his hand)
                         Clarice Starling. Yes, he did.

                                     BARNEY
                         Okay. Past the others, it's the last 
                         cell. Stay to the middle. I put out 
                         a chair for you.

               Sensing her tension, he indicates a nearby security monitor.

                                     BARNEY
                         I'm watching. You'll do fine.

               Clarice nods gratefully. She looks down the long corridor, 
               takes a deep breath, walks into it. He watches her go.

                                                                    CUT TO:

               INT. DR. LECTER'S CORRIDOR - DAY

               MOVING SHOT - with Clarice, as her footsteps ECHO. High to 
               her right, surveillance cameras. On her left, cells. Some 
               are padded, with narrow observation slits, others are normal, 
               barred... Shadowy occupants pacing, MUTTERING... Suddenly a 
               dark figure in the next-to-last cell hurtles towards her, 
               his face mashing grotesquely against his bars as he hisses.

                                     DARK FIGURE
                         I c-can sssmell your cunt!

               Clarice flinches momentarily, but then walks on.

               DR. LECTER'S CELL

               is coming slowly INTO VIEW... Behind its barred front wall 
               is a second barrier of stout nylon net... Sparse, bolted-
               down furniture, many softcover books and papers. On the walls, 
               extraordinarily detailed, skillful drawings, mostly European 
               cityscapes, in charcoal or crayon.

               Clarice stops, at a polite distance from his bars, clears 
               her throat.

                                     CLARICE
                         Dr. Lecter... My name is Clarice 
                         Starling. May I talk with you?

               Dr. Hannibal Lecter is lounging on his bunk, in white pajamas, 
               reading an Italian Vogue. He turns, considers her... A face 
               so long out of the sun, it seems almost leached - except for 
               the glittering eyes, and the wet red mouth. He rises smoothly, 
               crossing to stand before her; the gracious host. His voice 
               is cultured, soft.

                                     DR. LECTER
                         Good morning.

               CUTTING BETWEEN THEM

               as Clarice comes a measured distance closer.

                                     CLARICE
                         Doctor, we have a hard problem in 
                         psychological profiling. I want to 
                         ask for your help with a 
                         questionnaire.

                                     DR. LECTER
                         "We" being the Behavioral Science 
                         Unit, at Quantico. You're one of 
                         Jack Crawford's, I expect.

                                     CLARICE
                         I am, yes.

                                     DR. LECTER
                         May I see your credentials?

               Clarice is surprised, but fishes her ID card from her bag, 
               holds it up for his inspection. He smiles, soothingly.

                                     DR. LECTER
                         Closer, please... Clo-ser...

               She complies each time, trying to hide her fear. Dr. Lecter's 
               nostrils lift, as he gently, like an animal, tests the air. 
               Then he smiles, glancing at her card.

                                     DR. LECTER
                              (continuing)
                         That expires in one week. You're not 
                         real FBI, are you?

                                     CLARICE
                         I'm - still in training at the 
                         Academy.

                                     DR. LECTER
                         Jack Crawford sent a trainee to me?

                                     CLARICE
                         We're talking about psychology, 
                         Doctor, not the Bureau. Can you decide 
                         for yourself whether or not I'm 
                         qualified?

                                     DR. LECTER
                         Mmmmm... That's rather slippery of 
                         you, Officer Starling. Sit. Please.

               She sits in the folding metal desk-chair. He waits politely 
               till she's settled, then sits down himself, faces her happily.

                                     DR. LECTER
                         Now then. What did Miggs say to you?
                              (she is puzzled)
                         "Multiple Miggs," in the next cell. 
                         He hissed at you. What did he say?

                                     CLARICE
                         He said - "I can smell your cunt."

                                     DR. LECTER
                         I see. I myself cannot. You use Evyan 
                         skin cream, and sometimes you wear 
                         L'Air du Temps, but not today. You 
                         brought your best bag, though, didn't 
                         you?

                                     CLARICE
                              (beat)
                         Yes.

                                     DR. LECTER
                         It's much better than your shoes.

                                     CLARICE
                         Maybe they'll catch up.

                                     DR. LECTER
                         I have no doubt of it.

                                     CLARICE
                              (shifting uncomfortably)
                         Did you do those drawings, Doctor?

                                     DR. LECTER
                         Yes. That's the Duomo, seen from the 
                         Belvedere. Do you know Florence?

                                     CLARICE
                         All that detail, just from memory...?

                                     DR. LECTER
                         Memory, Officer Starling, is what I 
                         have instead of view.

               A pause, then Clarice takes the questionnaire from her case.

                                     CLARICE
                         Dr. Lecter, if you'd please consider -

                                     DR. LECTER
                         No, no, no. You were doing fine, 
                         you'd been courteous and receptive 
                         to courtesy, you'd established trust 
                         with the embarrassing truth about 
                         Miggs, and now this ham-handed segue 
                         into your questionnaire. It won't 
                         do. It's stupid and boring.

                                     CLARICE
                         I'm only asking you to look at this, 
                         Doctor. Either you will or you won't.

                                     DR. LECTER
                         Jack Crawford must be very busy indeed 
                         if he's recruiting help from the 
                         student body. Busy hunting that new 
                         one, Buffalo Bill... Such a naughty 
                         boy! Did Crawford send you to ask 
                         for my advice on him?

                                     CLARICE
                         No, I came because we need -

                                     DR. LECTER
                         How many women has he used, our Bill?

                                     CLARICE
                         Five... so far.

                                     DR. LECTER
                         All flayed...?

                                     CLARICE
                         Partially, yes. But Doctor, that's 
                         an active case, I'm not involved. If -

                                     DR. LECTER
                         Do you know why he's called Buffalo 
                         Bill? Tell me. The newspapers won't 
                         say.

                                     CLARICE
                         I'll tell you if you'll look at this 
                         form.
                              (he considers, then 
                              nods)
                         It started as a bad joke in Kansas 
                         City Homicide. They said... this one 
                         likes to skin his humps.

                                     DR. LECTER
                         Witless and misleading. Why do you 
                         think he takes their skins, Officer 
                         Starling? Thrill me with your wisdom.

                                     CLARICE
                         It excites him. Most serial killers 
                         keep some sort of trophies.

                                     DR. LECTER
                         I didn't.

                                     CLARICE
                         No. You ate yours.

               A tense beat, then a smile from him, at this small boldness.

                                     DR. LECTER
                         Send that through.

               She rolls him the questionnaire, in his sliding food tray. 
               He rises, glances at it, turning a page or two disdainfully.

                                     DR. LECTER
                         Oh, Officer Starling... do you think 
                         you can dissect me with this blunt 
                         little tool?

                                     CLARICE
                         No. I only hoped that your knowledge -

               Suddenly he whips the tray back at her, with a metallic CLANG 
               that makes her start. His voice remains a pleasant purr.

                                     DR. LECTER
                         You're sooo ambitious, aren't you...? 
                         You know what you look like to me, 
                         with your good bag and your cheap 
                         shoes? You look like a rube. A well-
                         scrubbed, hustling rube with a little, 
                         taste... Good nutrition has given 
                         you some length of bone, but you're 
                         not more than one generation from 
                         poor white trash, are you Officer 
                         Starling...? That accent you're trying 
                         so desperately to shed - pure West 
                         Virginia. What was your father, dear? 
                         Was he a coal miner? Did he stink of 
                         the lamp...? And oh, how quickly the 
                         boys found you! All those tedious, 
                         sticky fumblings, in the back seats 
                         of cars, while you could only dream 
                         of getting out. Getting anywhere -
                         yes? Getting all the way - to the 
                         F...B...I.

               His every word has struck her like a tiny, precise dart. But 
               she squares her jaw and won't give ground.

                                     CLARICE
                         You see a lot, Dr. Lecter. But are 
                         you strong enough to point that high-
                         powered perception at yourself? How 
                         about it...? Look at yourself and 
                         write down the truth.
                              (she slams the tray 
                              back at him)
                         Or maybe you're afraid to.

                                     DR. LECTER
                         You're a tough one, aren't you?

                                     CLARICE
                         Reasonably so. Yes.

                                     DR. LECTER
                         And you'd hate to think you were 
                         common. My, wouldn't that sting! 
                         Well you're far from common, Officer 
                         Starling. All you have is the fear 
                         of it.
                              (beat)
                         Now please excuse me. Good day.

                                     CLARICE
                         And the questionnaire...?

                                     DR. LECTER
                         A census taker once tried to test 
                         me. I ate his liver with some fava 
                         beans and a nice chianti... Fly back 
                         to school, little Starling.

               He steps backwards, then returns to his cot, becoming as 
               still and remote as a statue. Frustrated, Clarice hesitates, 
               then finally shoulders her bag and goes, leaving the 
               questionnaire in his tray. But after just a few steps, as 
               she passes -

               MIGG'S CELL

               She sees that creature at his bars again, hissing at her.

                                     MIGGS
                         I b-bit my wrist so I c-can diiiieeee! 
                         S-ee how it bleeeeeeeeds?

               The dark figure suddenly flings his palm towards her, and -

               CLARICE

               is spattered on the face and neck - not with blood, but with 
               pale droplets of semen. She gives a little cry, touching her 
               fingers to the wetness. Stunned, near tears, she forces 
               herself to straighten up and walk on, fumbling for a tissue. 
               From behind her, Dr. Lecter calls out, very agitated.

                                     DR. LECTER (O.S.)
                         Officer Starling... Officer Starling!

               Clarice slows, stops. She shudders, but makes the very 
               difficult choice to turn, walk back, stand again in front of -

               DR. LECTER

               Who's shivering with rage. For an instant his face opens, 
               and we catch a glimpse into hell itself. Then he's composed 
               again.

                                     DR. LECTER
                         I would not have had that happen to 
                         you. Discourtesy is - unspeakably 
                         ugly to me.

                                     CLARICE
                         Then please - do this test for me.

                                     DR. LECTER
                         No. But I will make you happy... 
                         I'll give you a chance for what you 
                         love most, Clarice Starling.

                                     CLARICE
                         What's that, Dr. Lecter?

                                     DR. LECTER
                         Advancement, of course.
                              (beat)
                         Go to Split City. See Miss Mofet, an 
                         old patient of mine. M-O-F-E-T... 
                         Now go. Go.
                              (a smile)
                         I don't think Miggs could manage 
                         again so soon, even if he is crazy - 
                         do you?

                                                                    CUT TO:

               EXT. THE HOSPITAL - PARKING LOT - DAY

               The grim gothic pile of the asylum looms overhead as Clarice 
               rushes out the front doors. She is badly shaken, almost 
               stumbling, as she rubs at her face. She looks around for, 
               and finally, with some relief, spots -

               HER CAR

               an old Pinto, parked nearby. This image begins to BLUR...

               CLOSE ON

               her face, fighting tears, as the CAMERA begins to WHIRL AROUND 
               her, almost dizzily. She is seeing, in her mind's eye -

               IN FLASHBACK

               a screen door banging open, on a wooden porch, and a 10-year 
               old girl - the young Clarice - rushing outside, down the 
               front steps, and running joyfully across her front yard to -

               MOVING ANGLE - THE GIRL'S POV

               a car - late 60's vintage - parked in the dirt road. A MAN, 
               Clarice's father, is just climbing out. He's tall, handsome, 
               and has a marshal's badge pinned on his dark suit. He grins, 
               seeing her, and spreads his arms wide as...

               THE YOUNG CLARICE

               rushes into them, and he sweeps her up in a hug, spinning 
               her around, the CAMERA SPINNING with them, and capturing 
               both their laughing faces, before we abruptly return to -

               THE ADULT CLARICE

               alone in the parking lot, sagging against her car. Her face 
               is buried in her arms, she shoulders shaking. SOUND UPCUT - 
               a steady, rapid series of GUNSHOTS, as we

                                                                    CUT TO:

               INT. FBI ACADEMY FIRING RANGE - DAY

               Clarice, in a combat stance, and wearing a sound-muffling 
               headset, is squeezing off ROUND after ROUND at

               A MOVING TARGET

               The silhouette of a man, approaching along a track. Her shots, 
               tightly grouped, are all finding the center chest. The target 
               stops, quite close to her, still swaying.

               Clarice stares at it, deftly working her speedloader. Then 
               she puts a final, emphatic shot right through THE FIGURE'S 
               FOREHEAD.

                                                                    CUT TO:

               INT. FBI ACADEMY LIBRARY - NIGHT

               CLOSE ON a microfilm monitor - a grainy newsphoto of Dr. 
               Lecter, scrawling past, with an accompanying story ("New 
               Horrors in Cannibal Trial"), dated 1980.

               Clarice is punching keys on the terminal. Other trainees 
               study at nearby tables.

               She pauses, jotting a note on her pad, as Ardelia comes by, 
               carrying an armful of books.

                                     ARDELIA
                         Phone call, Clarice. It's God.

                                     CLARICE
                         Thanks, Ardelia.

               MOVING ANGLE

               as Clarice rises, grabbing her notebook, and follows Ardelia 
               past high metal bookstacks.

                                     ARDELIA
                         You missed Fourth Amendment law. 
                         Unlawful seizure, real juicy stuff. 
                         Where were you all afternoon?

                                     CLARICE
                         Pleading with a crazy man, with come 
                         all over my face.

               Ardelia stares at her, figures it's a put-on, laughs.

                                     ARDELIA
                         Damn. Wish I had time for a social 
                         life.

               Clarice grins, as Ardelia indicates a phone receiver resting 
               on the check-out desk, then moves on. Clarice picks it up.

                                     CLARICE
                              (on phone)
                         Mr. Crawford?

                                                                    CUT TO:

               INT. CRAWFORD'S HOUSE - STUDY - NIGHT

               Crawford, in a cardigan, sits in a wing chair in the book- 
               lined study of his suburban home. He turns the pages of 
               Clarice's memo as they talk. His tone is sharp.

                                     CRAWFORD
                         I've read your interim memo on Lecter. 
                         You sure you've left nothing out?

               INTERCUTTING

                                     CLARICE
                         It's all there, sir, practically 
                         verbatim.

                                     CRAWFORD
                         Every word, Starling? Every gesture?

                                     CLARICE
                              (a bit heatedly)
                         Right down to the kleenex I used.
                              (he is silent)
                         Sir, why? Is something wrong?

                                     CRAWFORD
                         He mentioned a name, at the very 
                         end. "Mofet..." Any followup on her?

                                     CLARICE
                         I spent all evening on the mainframe. 
                         Lecter altered or destroyed most of 
                         his patient histories, prior to 
                         capture. No record of anyone named 
                         Mofet. But "Split City" sounded like 
                         it might have have something to do 
                         with divorce. I tracked it down in 
                         the library's catalogue of national 
                         yellow pages.
                              (glancing at her notes)
                         It's a mini-storage facility outside 
                         Baltimore, where Lecter had his 
                         practice.

               She pauses, expecting some soft of approval for her 
               cleverness.

                                     CRAWFORD
                         Well? Why aren't you there right 
                         now?

                                     CLARICE
                         Sir, that's a field job. It's outside 
                         the scope of my assignment. And I've
                         got a test tomorrow on -

                                     CRAWFORD
                         Do you recall my instructions to 
                         you, Starling? What were they?

                                     CLARICE
                         To complete and file my report by 
                         0800 Wednesday. But sir -

                                     CRAWFORD
                         Then do that, Starling. Do just 
                         exactly that.

                                     CLARICE
                         Sir, what is it? There's something 
                         you're not telling me.

                                     CRAWFORD
                              (beat)
                         Miggs has been murdered.

                                     CLARICE
                              (startled, upset)
                         Murdered...? How?

                                     CRAWFORD
                         The orderly heard Lecter whispering 
                         to him, all afternoon, and Miggs 
                         crying. They found him at bed check. 
                         He'd swallowed his own tongue... 
                         Chilton is scared stiff the family 
                         will file a civil rights lawsuit, 
                         and he's trying to blame it on you. 
                         I told the little prick your conduct 
                         was flawless.
                              (beat)
                         Starling...?

                                     CLARICE
                         I'm here, sir, I just - I don't know 
                         how to feel about it.

                                     CRAWFORD
                         You don't have to feel any way about 
                         it. Lecter did it to amuse himself. 
                         Why not, what can they do? Take away 
                         his books for awhile, and no jello...
                              (a bit softer)
                         I know it got ugly today. But this 
                         is your report, Starling - take it 
                         as far as you can. On your own time, 
                         outside of class. Now carry on.

               ANGLE ON CLARICE

               as we hear the loud CLICK of Crawford hanging up. She stares 
               at her receiver, stung by his abruptness.

                                     CLARICE
                         Well God damn it! You old creep. 
                         Creepo son of a bitch. Let Miggs 
                         squirt you and see how you like it.

               She slams her receiver into its cradle.

               ANGLE ON CRAWFORD

               as he flips aside her memo, then rises, wearily. He leaves 
               his study, flicking off the lamp, and pads away in his 
               slippers.

                                                                    CUT TO:

               INT. CRAWFORD'S BEDROOM - NIGHT

               A private nurse, in white, stands marking a clipboard chart, 
               as Crawford enters his tidy bedroom.

                                     CRAWFORD
                         I'll take over, Patricia. You get 
                         some rest.

               The nurse nods, hands him the chart, and goes. He glances at 
               it, then sets it aside. He crosses to -

               BELLA CRAWFORD

               who lies in an elevated hospital bed. Nearby are an oxygen 
               tank and mask, floral arrangements. Her breathing is shallow, 
               very labored. Crawford looks down at his comatose wife for a 
               long moment, tenderly brushes a strand of her hair back into 
               place, then bends over to kiss her forehead. SOUND UPCUT - 
               THUNDER and RAIN...

                                                               DISSOLVE TO:

               EXT. "SPLIT CITY MINI-STORAGE" - DUSK (RAINING)

               An orange neon sign, streaked with rain, identifies out 
               location. It looms over a hurricane fence, topped with barbed 
               wire. Inside, row on row of garage-sized, cinderblock sheds.

                                     MR. YOW (V.O.)
                         Unit 31 was leased for ten years. 
                         Pre-paid in full... The contract is 
                         in the name of "Miss Hester Mofet."

                                                                    CUT TO:

               EXT. STORAGE UNIT NUMBER 31 - DUSK

               Clarice, kneeling before a closed, roll-up metal door, takes 
               a FLASH photo of its sealed padlock. EVERETT YOW, a fat, 
               60ish Chinaman, holds an umbrella over them both. He looks 
               unhappy.

                                     CLARICE
                         So no one's been in here since - 
                         1980?

               She opens the padlock, using a fat ring of tagged keys, then 
               sets aside both keys and lock.

                                     MR. YOW
                         Not to my knowledge. Privacy is a 
                         great concern to my customers. But, 
                         if you say this is an FBI matter...

                                     CLARICE
                         I won't disturb anything, Mr. Yow, I 
                         promise. Be gone before you know it.

               Slinging her camera over a shoulder, she tugs at the handle, 
               but the door won't budge. Another tug, harder - no good. Mr. 
               Yow stoops to help, puffing hard, but it's firmly stuck. He 
               sighs.

                                     MR. YOW
                         We could return tomorrow, with my 
                         son. Or perhaps some workmen...?

               Clarice crosses to her Pinto, which faces the shed, reaches 
               in to turn on her headlights. Mr. Yow blinks in the sudden 
               brightness. Then she opens her truck, rummaging inside, and 
               returns with a bumper jack, a flashlight, and a rubber floor 
               mat.

                                     CLARICE
                         Would you hold these, please?

               She gives him her flashlight and camera, drops the mat on 
               the ground, then sets the bumper jack in place, under the 
               center of the door. She pumps on the jack handle as the door 
               SQUEALS slowly up, but it won't go higher than about 18 
               inches, despite all her exertions. She spreads out the rubber 
               mat on the cement, takes the flashlight from Mr. Yow, then 
               lies on the mat.

                                                                    CUT TO:

               INT. THE STORAGE SHED - DUSK (VERY DARK)

               Clarice, backlit, peers under the door. She reaches in, makes 
               a sweep with her flashlight. We catch shadowy outlines - 
               boxes, then the flattened tires of a car...

               SOUND of rain on the tin roof, and other noises, too - small 
               RUSTLINGS. Mr. Yow's chubby face appears down beside 
               Clarice's.

                                     MR. YOW
                         It smells like mice... I think I 
                         hear them, too - don't you?

               Clarice turns onto her back, starts squirming under the door.

                                     MR. YOW
                         You're going in there?

               CUT BACK TO:

               EXT. STORAGE UNIT NUMBER 31 - DUSK

               Clarice pulls her head back out again, reaching to take her 
               camera from him. She hands him a card, trying to appear 
               nonchalant.

                                     CLARICE
                         Mr. Yow, if this door should fall
                         down -ha ha! - or anything else - 
                         would you be kind enough to call 
                         this number? It's our Baltimore field 
                         office. They know you're here with 
                         me... Do you understand?

                                     MR. YOW
                         Might I suggest tucking your pants 
                         into your socks? To prevent mouse 
                         intrusion.

                                     CLARICE
                              (beat)
                         Good idea.

               CUT BACK TO:

               INT. STORAGE SHED - DUSK (VERY DARK)

               Clarice squirms, on her back, through the narrow opening. As 
               she squeezes all the way in, she snags one thigh on the metal 
               edge of the door. She curses softly, shining her flashlight 
               on her ripped khakis - there's a small streak of blood.

                                     MR. YOW (O.S.)
                         Okay, Miss Starling?

                                     CLARICE
                         Okay, Mr. Yow...

               She shines her light around. In its narrow beam, we see -

               CLARICE'S POV - UPWARD, SHIFTING

               spiderwebs, everywhere... high stacks of cardboard boxes... 
               a few dusty pieces of furniture... the big car, oddly long 
               and tall, covered with a tarp... Suddenly there's a scurrying 
               of loud MUSICAL NOTES. Clarice turns, scared, her beam 
               capturing... an old upright piano.

                                     MR. YOW (O.S.)
                         You're playing a piano, Miss Starling?

                                     CLARICE
                         That wasn't me.

                                     MR. YOW (O.S.)
                         Oh.

               Clarice crawls a bit further. There's hardly room to stand, 
               but she finally manages to wriggle upright, clawing away 
               cobwebs, next to the car. Holding her light under one arm, 
               she takes several FLASH photos of the shed's interior, ending 
               with the car. Then, slinging her camera over the shoulder, 
               she folds back the tarp, resting it on the roof. The resulting 
               clouds of dust make her cough.

               THE CAR

               is an antique beauty, a 1931 Packard. It's very dusty, despite 
               the tarp. Curtains close off the back passenger compartment, 
               but there's a narrow gap in them. More mousy RUSTLINGS.

               CLARICE

               peers in through the gap, aiming her flashlight.

               HER POV - SHIFTING

               as the thin flashlight beam picks out: the broad back seat... 
               as open album of lacy, old-fashioned Valentines... a crumpled 
               lap rug, on the floor... and then a pair of women's shiny, 
               high-heeled pumps... Above these, the hem of a fancy satin 
               evening gown - and a pair of pale, stockinged legs.

               Clarice recoils, alarmed, then steadies herself.

                                     CLARICE
                         Mr. Yow? Oh Mr. Yow...? It looks 
                         like somebody is sitting in this 
                         car.

                                     MR. YOW (O.S.)
                         Oh my! Oh my... Maybe you better 
                         come out now, Miss Starling.

                                     CLARICE
                         Not yet! - just wait for me.
                              (under the breath)
                         Maybe in about two seconds.

               She leans down with her camera, takes a FLASH through the 
               gap, then tries the door handle. Locked. So is the front 
               door. She looks around, aiming her light, and locates a tangle 
               of coat-hangers, sticking out of a carton of bric-a-brac. 
               She pulls out one of these, straightens it quickly, bends 
               the tip into a hook.

               CLOSE ANGLE

               as she jams this tool inside the join at the top of the back 
               passenger window, then fishes around till she can snag the 
               inside door latch, pulling up. A satisfying CLICK.

               Clarice opens the door - it hits stacked boxes, and won't 
               open far - then very cautiously leans inside, aiming her 
               flashlight.

               HER POV - MOVING LIGHT BEAM

               revealing more of the evening gown... a pair of hands, in 
               white, elbow-length gloves - one rests on the lap, the other 
               atop a large, beaded, drawstring evening bag... thick strands 
               of costume pearls over the breasts... and finally the white 
               neck stub of a female mannequin. No face or head.

               CLARICE

               sighs with relief. She takes a couple more FLASHES, then 
               very carefully lifts out the Valentine album, holding it by 
               the corners, and setting it atop the car. Then she eases 
               herself inside, onto the back seat, as the springs SQUEAK 
               loudly.

               ONE GLOVED HAND slides off the lap, brushing Clarice's thigh. 

               Clarice starts a bit, then pokes at the gloved arm, hard. 
               She peels back a bit of glove, revealing the white, synthetic 
               elbow. She smiles, shaking her head at her own jumpiness, as 
               she reaches over the mannequin's lap to loosen the evening 
               bag's drawstring.

               A SEVERED HUMAN HEAD stares back at her, as the beaded 
               material slides away.

               Clarice lurches back, gasping loudly, and several long, heart-
               pounding moments pass before she can make herself look more 
               closely.

               The head bobs gently in a pool of alcohol, in a laboratory 
               specimen jar. It is a man's head, but grotesquely transformed, 
               by the addition of heavy makeup, earrings, and a sodden wig, 
               into a woman's face. Over the years the makeup has smeared 
               badly, and the pupils have gone almost milky white.

               CLARICE

               staring at this terrible thing, is pleased to find herself 
               quickly regaining control. She murmurs to herself.

                                     CLARICE
                         Well, Toto, we're not in Kansas 
                         anymore.

                                                                    CUT TO:

               EXT. QUINN'S HOSPITAL - PARKING LOT - NIGHT (RAINING)

               A loud clap of THUNDER, as a flash of LIGHTNING illuminates 
               the eerie towers and barred windows of the asylum.

               MOVING ANGLE on Clarice as she climbs from her car, runs 
               through heavy rain towards the main entrance, where a guard 
               admits her.

                                                                    CUT TO:

               INT. DR. LECTER'S CELL AND CORRIDOR - NIGHT (DIM LIGHT)

               On a noiseless TV screen, an evangelist rants, waving his 
               arms. Behind him, a swaying choir in gaudy robes.

                                     CLARICE (O.S.)
                         It's an anagram, isn't it, Doctor?

               PAN TO Clarice, with her wet hair plastered flat, sitting on 
               the corridor floor to one side of this TV, which has been 
               stationed so that Dr. Lecter cannot avoid seeing it.

                                     CLARICE
                         Hester Mofet... "The rest of me." 
                         Miss The-Rest-of-Me... Meaning, you 
                         rented that place.

               HER POV

               he's lost in shadows; we can't see him. He doesn't respond.

               CUTTING BETWEEN THEM

               Clarice and the darkened call - as she tries again.

                                     CLARICE
                         You put those - things in there. 
                         Paid for it in advance, ten years 
                         ago... Why, Dr. Lecter?

               The food carrier suddenly SWISHES out of the cell, making 
               her jump up. In its tray is a clean, folded white towel. She 
               hesitates, then crosses, takes this.

                                     CLARICE
                         Thank you.

               She sits again, rubbing her wet hair. When he finally speaks, 
               he's on the floor, too - a deeper, hunching darkness in the 
               shadows, occasionally striped by the flickering TV light.

                                     DR. LECTER
                         Your bleeding has stopped.

                                     CLARICE
                         How did -
                              (she stops herself)
                         It's nothing. A scratch.

                                     DR. LECTER
                         Why don't you ask me about Buffalo 
                         Bill?

                                     CLARICE
                              (surprised, a beat)
                         Why? Do you know something about 
                         him?

                                     DR. LECTER
                         I might if I saw the case file. You 
                         could get that for me.

                                     CLARICE
                         Why don't you tell me about "Miss 
                         Mofet?" You wanted me to find him. 
                         Or do I have to wait for the lab?

                                     DR. LECTER
                              (sighs)
                         His real name is Benjamin Raspail. A 
                         former patient of mine, whose romantic 
                         attachments ran to, shall we say, 
                         the exotic...? I didn't kill him, 
                         merely tucked him away. Very much as 
                         I found him, in that ridiculous car, 
                         in his own garage, after he's missed 
                         three appointments. You'd have him 
                         under "Missing Person" - which, in 
                         poor Raspail's case, could hardly be 
                         more true.

                                     CLARICE
                         If you didn't kill him, then who 
                         did?

                                     DR. LECTER
                         Who can say...? Best thing for him, 
                         really. His therapy was going nowhere.

                                     CLARICE
                         Wouldn't it have been easier to just 
                         leave him for the police to find?

                                     DR. LECTER
                         And have them clomping about in my 
                         life? Oh dear, no... At that time I 
                         still had certain private amusements 
                         of my own.
                              (beat)
                         How did you feel when you saw him, 
                         Clarice? May I call you Clarice?

                                     CLARICE
                         Scared, at first. Then - exhilarated.

                                     DR. LECTER
                         Ahhh... Why?

                                     CLARICE
                         Because you weren't wasting my time.

                                     DR. LECTER
                         Do you have something you use, when 
                         you need to get up your courage? 
                         Memories, tableaux... scenes from 
                         your early life?

                                     CLARICE
                         I don't know. Next time I'll have to 
                         check.

                                     DR. LECTER
                         Jack Crawford is helping your career, 
                         isn't he? Apparently he likes you. 
                         And you like him, too.

                                     CLARICE
                         I never thought about it.

                                     DR. LECTER
                         Your first lie to me, Clarice. How 
                         sad. Tell me - do you think Crawford 
                         wants you, sexually? True, he's much 
                         older, but - do you think he 
                         visualizes... scenarios, exchanges...? 
                         Fucking you?

                                     CLARICE
                         That doesn't interest me, Doctor. 
                         And it's the sort of thing Miggs 
                         would ask.

                                     DR. LECTER
                         Not anymore.
                              (beat)
                         Surely the odd confluence of events 
                         hasn't escaped you, Clarice. Crawford 
                         dangles you before me. Then I give 
                         you a bit of help. Do you think it's 
                         because I like to look at you, and 
                         imagine how good you would taste...?

                                     CLARICE
                         I don't know. Is it?

                                     DR. LECTER
                         Or doesn't this all begin to suggest 
                         to you a kind of... negotiation? 
                         There's something Crawford can give 
                         me, and I want to trade for it. I 
                         even wrote to him, offering my help. 
                         But he hates me, so he won't deal 
                         directly.

               Dr. Lecter slowly turns up the rheostat in his cell. As his 
               lights rise, we see that the cell's been stripped bare. Gone 
               are his books, drawings, mattress - even his toilet seat. 
               She stands, too, startled. They face each other.

                                     DR. LECTER
                         Punishment, you see. For Miggs. Just 
                         like that gospel program. When you 
                         leave, they'll turn the volume way 
                         up. Chilton does enjoy his petty 
                         torments.

                                     CLARICE
                         Who killed Raspail, Doctor...? You 
                         know, don't you?

                                     DR. LECTER
                         I've been in this room for eight 
                         years, Clarice. I know they will 
                         never, ever let me out while I'm 
                         alive. What I want is a view. I want 
                         a window where I can see a tree, or 
                         even water. I want to be in a federal 
                         institution, away from Chilton - and 
                         I want a view. I'll give good value 
                         for it. Crawford could do that for 
                         me, but he won't. You persuade him.

                                     CLARICE
                              (almost a whisper)
                         Who killed your patient?

                                     DR. LECTER
                         Oh, a very naughty boy. Someone you 
                         and Jack Crawford are most anxious 
                         to meet.

                                     CLARICE
                         Buffalo Bill...?
                              (incredulous)
                         Bill killed him, all those years 
                         ago...? That's impossible.

               But Dr. Lecter only smiles, enigmatically.

                                     DR. LECTER
                         Who is he stalking right now, Clarice? 
                         I wonder, don't you? How many more 
                         young women will have to die, before 
                         you trade with me...?

               As Clarice stares at him, unsure how to respond -

                                                               DISSOLVE TO:

               INT. CATHERINE MARTIN'S APARTMENT - MEMPHIS, TENNESSEE - 
               NIGHT

               CATHERINE MARTIN takes a long toke from a bong pipe. She is 
               21, a tall, big-boned, rather fleshy girl with long brown 
               fair. Her head is on the lap of her boyfriend, CODY; they're 
               sprawled on a couch in the den of her well-furnished 
               apartment. The TV in on, with low SOUND.

                                     CATHERINE
                         This stuff's givin' me the munchies. 
                         Where's that bag of popcorn?

                                     CODY
                         Shit. Left the groceries in the car.

               He starts to rise, but she pushes him back.

                                     CATHERINE
                         'S okay, I'll go.

               She rises, goes out the front door.

                                                                    CUT TO:

               EXT. PARKING LOT - THE APARTMENT COMPLEX - NIGHT

               Catherine straightens, with her bag of groceries, shutting 
               her car's back door. She sees, a short distance away -

               A MAN

               standing at the open rear door of a brown panel truck. His 
               right forearm is in a cast and sling; he is struggling, 
               unsuccessfully, to hoist an armchair into the truck. Parked 
               nearby, other cars, RVs, a boat on a trailer. A thin, breast-
               high fog fills the lot; arc lights make yellow pools. 

               Catherine hesitates, then crosses towards the man.

                                     CATHERINE
                         Help you with that?

                                     MAN
                         Would you? Thanks.

               His voice is odd, strained, very soft. A fog lamp, set on 
               end on the ground, distorts his features from below. We can't 
               get a good glimpse of his face, but his body is plump, above 
               average height; he's in his mid 30's. She sets down the bag, 
               then together they easily lift the chair into the truck.

                                     MAN (O.S.)
                         Let's slide it up, you mind?

                                                                    CUT TO:

               INT. THE PANEL TRUCK - NIGHT

               He climbs inside the truck, ducking under a small hand winch, 
               and grabs the chair. She hesitates again, but climbs in after 
               him; together they slide the chair forward, behind the seats.

                                     MAN
                         Are you about a size 14?

                                     CATHERINE
                              (surprised)
                         What?

               Suddenly, in the shadowy dark, he clubs her over the back of 
               her head with his cast. She moans, slumps unconscious, sliding 
               off the armchair to lie on her stomach. He pulls off his 
               cast and sling, tosses them aside, then hops out of the truck, 
               grabs his lamp, climbs back inside, and pulls the door shut. 
               He bends over her face with the lamp.

               We hear her shallow BREATHING.

                                     MAN
                         Good.

               He peels back the collar of her blouse, reading the size 
               tag.

                                     MAN
                         Good.

               He carefully slits her blouse up the back, with a pair of 
               bandage scissors, peeling apart the two halves. There's no 
               bra strap. He strokes her bare skin delicately, very happily.

                                     MAN
                         Gooood...

                                                                    CUT TO:

               EXT. THE PARKING LOT - NIGHT

               LOW ANGLE - CLOSE - on Catherine's grocery bag, as her blouse 
               is tossed out beside it. SOUND of the truck's motor starting. 
               The truck backs up, one rear wheel knocking over the bag, 
               partly squashing it. Then is drives away, taillights 
               shrinking, as a lone orange rolls slowly away from the bag...

                                                               DISSOLVE TO:

               INT. FBI ACADEMY CLASSROOM - QUANTICO - DAY

               CLOSE ON a large video screen, where a BLURRY image gradually 
               sharpens, resolving into two separate pieces of fabric.

                                     INSTRUCTOR (O.S.)
                         Electron microscopy reveals fiber 
                         "signatures" that are nearly as 
                         distinct as fingerprints...

               Clarice sits at a long table, with other trainees. Ardelia 
               is beside her. Other tables and students in the background. 
               Each trainee has his own microscope. Clarice is tired, but 
               straightens, hearing -

                                     INSTRUCTOR (O.S.)
                         Both of these blouses were worn by 
                         victims of Buffalo Bill. They were 
                         found in two different states, and 
                         four months apart. He always slits 
                         them up the back, like a funeral 
                         suit...

               ON THE SCREEN

               successively CLOSER VIEWS of the cut fabric edges, until we 
               are seeing individual threads, big as tree limbs. The cuts 
               match.

                                     INSTRUCTOR (O.S.)
                         The bunching you see - this 
                         compression - is characteristic of 
                         scissor cuts, rather than a single 
                         blade. And, as you see - Bill always 
                         uses the same pair...

               ANGLE ON THE DOOR

               as John Brigham, the gunnery instructor, sticks his head in.

                                     BRIGHAM
                         Clarice Starling! Are you in here?

                                                                    CUT TO:

               INT. HALLWAY - CLASSROOM BUILDING - DAY

               Clarice and Brigham walk briskly down the hall, passing other 
               trainees. He carries a small canvas bag.

                                     BRIGHAM
                         Get your field gear, take stuff for 
                         overnight. You're goin' with Crawford.

                                     CLARICE
                         Where?

                                     BRIGHAM
                         Some fishermen in West Virginia found 
                         an unidentified girl's body. It's a 
                         Buffalo Bill-type situation. Been in 
                         the water about a week, and Jack 
                         needs somebody that can print a 
                         floater. Think you can handle it?

                                     CLARICE
                              (thinking quickly)
                         I'll need the big fingerprint kit... 
                         and the one-to-one Polaroid, the CU-
                         5, with film packs and batteries.

                                                                    CUT TO:

               INT. BRIGHAM'S JEEP CHEROKEE - DAY (DRIVING)

               Brigham steers as they pass hangars, parked planes, an 
               airstrip. Clarice holds a big fingerprint kit and a weekend 
               bag.

                                     BRIGHAM
                         Jack's pretty tough on you, isn't 
                         he? Impatient...

                                     CLARICE
                         Sometimes.

                                     BRIGHAM
                         He's got a lot on his mind besides 
                         Buffalo Bill... His wife, Bella, is 
                         real sick. Comatose... I'm tellin' 
                         you about it now, 'cause he may never.

               Clarice absorbs this in silence as they stop near an ancient, 
               rather dilapidated Beechcraft. Its door is open, the twin 
               props and beacons already turning. Brigham turns to her, 
               holding out his small canvas bag.

                                     BRIGHAM
                         You're goin' in the field, so you 
                         gotta have full kit. Take this - 
                         it's my own...

               Clarice opens the bag, stares at the big blue gun nestled in 
               its shoulder holster. She looks up at him, touched.

                                     BRIGHAM
                         Wear it, don't ever leave it in your 
                         purse. Dry fire it whenever you get 
                         the chance. And do your exercises.

                                     CLARICE
                         I will... I promise.

                                     BRIGHAM
                         Listen, I hope you never need a thing 
                         I've taught you. But you've got 
                         something... Jack sees it, I do too. 
                         If you ever need to, you can shoot.

               She nods, climbs out. Then she looks back in at him. They're 
               both moved by this rite of passage, but a little embarrassed.

                                     BRIGHAM
                         Bless you, Starling...

                                                                    CUT TO:

               INT. BEECHCRAFT PLANE - DAY (FLYING)

               CLARICE'S POV - Out the plane's window, at the landscape far 
               below. Wisps of cloud, a quilt of farms.

               Clarice turns from the window, looks at a think folder in 
               her lap. The cover reads "Case File: / BUFFALO BILL." Clarice 
               is moody, distracted. She hesitates, then opens the file, 
               begins to scan.

               INSERTS - HER POV

               Police forms, some handwritten... Typed lab reports; we catch 
               words, phrases: "Autopsy Protocols", "Histamine Analysis"... 
               Grainy enlargements of bullet slugs, showing matched 
               grooves... And then a stack of victim photos. The first one, 
               taken from a good distance away, shows a nude female body, 
               face down on a pebbly riverbank, surrounded by bits of litter.

               Clarice hesitates again, then flips this photo to look at 
               the next. It makes her flinch, just slightly. Quickly she 
               turns through several more photographs, trying hard to 
               concentrate.

                                     CRAWFORD (O.S.)
                         He keeps them alive for three days.

               NEW ANGLE

               shows Crawford standing over her, swaying with the plane's 
               motion. Behind him, the open cockpit door, the pilot's back. 
               Crawford sits, removing sunglasses. He rubs his eyes.

                                     CRAWFORD
                         Why, we don't yet know... There's no 
                         evidence of rape or physical abuse 
                         prior to death. All the mutilation 
                         you see there is post-mortem.
                              (a beat; he glances 
                              at her)
                         I'm hot, are you hot? Bobby, it's 
                         too damned hot back here...

               The pilot adjusts a valve. Crawford turns to her again.

                                     CRAWFORD
                         So. Three days. Then he shoots them,
                         skins them - usually just the torsos - 
                         and dumps them. Each body in a 
                         different river, in a different state, 
                         downstream from an interstate highway. 
                         The water leaves us no fingerprints, 
                         fibers, DNA fluids - no trace evidence 
                         at all. That's Fredrica Bimmel, the 
                         first one...

               A COLOR PHOTO - IN CLARICE'S HANDS

               shows a pretty, plump-cheeked brunette, in her high school 
               graduation cap and gown. She smiles at us with touching 
               optimism.

                                     CRAWFORD (O.S.)
                         A big girl, like all the rest. Went 
                         about 160... Her corpse was the only 
                         one he took the trouble to weight 
                         down, so actually, she was the third 
                         girl found. After her, he got lazy...

               NEW ANGLE

               as Clarice stares at the girl's face, moved. Crawford pulls 
               a map from the file, spreads it out. It shows the central 
               and eastern U.S., with widely-spaced, hand-drawn markings.

                                     CRAWFORD
                         Blue square for Belvedere, Ohio, 
                         where the Bimmel girl was abducted. 
                         Blue triangle where her body was 
                         found - down here in Missouri. Same 
                         marks for the other four girls, in 
                         different colors. This new one, 
                         today... washed up here.
                              (he marks with a Flair 
                              pen)
                         Elk River, in West Virginia, about 
                         six miles below U.S. 79. Real boonies.

                                     CLARICE
                         There's no correlation at all between 
                         where they're kidnapped and where 
                         they're found...?
                              (he shakes his head)
                         What if - what if you trace the 
                         heaviest-traffic routes backwards 
                         from the dump sites? Do they converge 
                         at all?

                                     CRAWFORD
                         Good idea, but he thought of it, 
                         too. We've run simulations, using 
                         different vectors and the best dates 
                         we can assign. You put it all in the 
                         computer, and smoke comes out. No, 
                         this one is different. This one has 
                         seen us coming...

                                                                    CUT TO:

               INT. RENTAL CAR - DAY (DRIVING)

               Crawford steers, following a highway patrol car along a 
               winding mountain road. Clarice has the file open on her lap. 
               He glances at her, inscrutable behind his sunglasses.

                                     CRAWFORD
                         Talk about him, Starling. Tell me 
                         what you see.

                                     CLARICE
                              (choosing her words 
                              carefully)
                         He's a white male... Serial killers 
                         tend to hunt within their own ethnic 
                         group. And he's not a drifter - he's 
                         got his own house, somewhere. Not an 
                         apartment.

                                     CRAWFORD
                         Why?

                                     CLARICE
                         What he does with them - takes 
                         privacy... Time, tools... He's in 
                         his 30's or 40's - he's got real 
                         physical strength, but combined with 
                         an older man's self-control. He's 
                         cautious, precise, never impulsive... 
                         This won't end in suicide, like they 
                         often do.

                                     CRAWFORD
                         Why not?

                                     CLARICE
                         He's got a real taste for it now. 
                         And he's getting better at his work.

                                     CRAWFORD
                              (a beat; impressed)
                         Maybe you've got a knack for this... 
                         I guess we're about to find out.

                                     CLARICE
                              (quietly, evenly)
                         Like I have a "knack" for Dr. Lecter?

               He studies her a few moments, measuring her anger.

                                     CRAWFORD
                         Okay, Starling. Let's have it.

                                     CLARICE
                         You haven't said a word today about 
                         that garage. Or what I found there.

                                     CRAWFORD
                         What should I say? You did fine work. 
                         We'll wait on the lab.

                                     CLARICE
                         You knew. You knew from the start 
                         that Lecter held the key to this... 
                         But you weren't up front with me. 
                         You sent me in to him naked.

                                     CRAWFORD
                              (beat)
                         Are you finished?

                                     CLARICE
                         He starts this - buzzing in me, in 
                         my head. He makes me feel violated... 
                         You used me, Mr. Crawford.

               A shadow of regret passes over his face, but he answers 
               sternly.

                                     CRAWFORD
                         Number One. Maybe there's a 
                         connection, maybe not. Lying and 
                         breathing are the same thing to 
                         Lecter. Number Two. If I'd sent you 
                         in there with something to hide from 
                         him, he'd have known it, instantly. 
                         He'd never have trusted you.

               She starts to answer, then is silent. He is right.

               By now the two cars are entering a tidy little town - tree-
               lined streets, wooden houses, one-story shops, mountains in 
               the background. They slow, turn.

                                     CRAWFORD
                         Number Three, I didn't bring you 
                         along today just because you can do 
                         first-rate forensics. If Lecter is 
                         becoming part of this case, you've 
                         got the most current read on him. 
                         And Number Four - you don't have to 
                         like me, or the way I do things. But 
                         you do have to keep a cool head. 
                         Especially now... Because from here 
                         on out, you'll know everything I do. 
                         Are we straight on that?

               Clarice nods, silently; it's as close to an apology as she's 
               likely to get. She stares out the windshield.

               JUST AHEAD OF THEM

               the highway patrol cruiser noses into a curb, next to other 
               police cars, facing a big white frame house. Its sign reads 
               "Potter Funeral Home." Two troopers climb from the car.

               Crawford parks too, then kills the engine. He turns to her, 
               removing his sunglasses, gestures to the case file.

                                     CRAWFORD
                              (softly)
                         You think about him long enough, you 
                         get a feel for him... Then, if you're 
                         lucky, out of all the stuff you know, 
                         one little part of it tugs at you, 
                         tries to get your attention... You 
                         let me know when that happens, 
                         Starling. Live right behind your 
                         eyes, today. Don't try to impose any 
                         patterns on this guy. Just stay open 
                         and let him show you...

               One of the troopers, impassive in his sunglasses and hat, 
               peers in through Crawford's window. Crawford nods to him, 
               then turns back to Clarice.

                                     CRAWFORD
                         School's out, Starling.

                                                                    CUT TO:

               EXT. SIDEWALK OF THE FUNERAL HOME - POTTER, WEST VA. - DAY

               SOUND of organ music, as Clarice, carrying her fingerprint 
               kit, mounts some steps to the sidewalk. She stops, seeing -

               COUNTRY PEOPLE

               in their somber best, filing into the mortuary for a service. 
               The music - "Shall We Gather At The River?" - is issuing 
               from the open double doors. Several of the mourners glance 
               over at her curiously.

               ANGLE ON CLARICE

               staring back at the mourners, hearing the music, as a sense 
               memory is triggered in her...

               IN FLASHBACK - LOW ANGLE, MOVING

               as we approach, down the aisle of a country chapel, an open 
               wooden coffin. Sad country faces turn, looking at us from 
               the flanking pews. The b.g. organ hymn is "Shall We 
               Gather...?"

               THE SAD, 10 YEAR-OLD CLARICE

               in her best dress, is reluctantly approaching the casket. 
               Her hands are held by the plump hands of unseen matrons.

               CHILD'S POV

               on the looming coffin... closer and closer... until finally 
               she can see, lying inside it... her dead father, arms folded, 
               his marshal's badge still pinned to his lapel.

                                     CRAWFORD (V.O.)
                         Starling...?

               NEW ANGLE (PRESENT DAY)

               as the grownup Clarice turns towards the impatient Crawford. 
               Like her, he carries a large case.

                                     CRAWFORD
                         We're around back.

                                                                    CUT TO:

               INT. FUNERAL HOME - BACK CORRIDOR - DAY

               A young deputy, several state troopers, and a SHERIFF are 
               all waiting, as Crawford and Clarice enter. The dim, cluttered 
               corridor doubles as storage space - there's a treadle sewing 
               machine, a soft-drink machine, a tricycle. The MUSIC is 
               closer. Crawford shakes hands with the sheriff.

                                     CRAWFORD
                         Sheriff Perkins? Jack Crawford, FBI... 
                         This is Officer Starling. We 
                         appreciate your phoning us.

                                     SHERIFF
                              (grim, unsociable)
                         I didn't call you. That was somebody 
                         from the state attorney's office... 
                         'For you do a thing else, I'm gon' 
                         find out if this girl's local. It 
                         could just be somethin' that outside 
                         elements has dumped on us.

               He casts a sidelong, unhappy glance at Clarice.

                                     CRAWFORD
                         Well sir, that's where we can help. 
                         If -

                                     SHERIFF
                         I don't even know you, Mister... Now 
                         we'll extend you ever courtesy, just
                         soon as we can, but for right now -

                                     CRAWFORD
                         Sheriff, this, ah - this type of sex 
                         crime has some aspects I'd rather 
                         discuss just between the two of us. 
                         Know what I mean?

               He indicates Clarice with his eyes. The sheriff hesitates, 
               nods, then lets Crawford guide him into a small office, 
               closing the door behind them. Muffled WORDS from there.

               CLARICE

               burning at this slight, is left alone with the troopers, who 
               peek at her with shy curiosity. She pulls her blazer a bit 
               tighter, self-conscious about her bulging shoulder holster.

               ANGLE ON THE OFFICE DOOR

               as, after a few more moments, the sheriff and Crawford emerge. 
               The sheriff, still not very happy, addresses his deputy.

                                     SHERIFF
                         Oscar, run fetch Dr. Akin from the 
                         chapel. And tell Lamar to come on 
                         when he's done playin' that music.

                                                                    CUT TO:

               INT. EMBALMING ROOM - DAY

               Crawford, in one corner of the room, has set up a Litton 
               Policefax fingerprint transmitter. SOUND of many men's low 
               voices, in background. He is on the phone, and has to speak 
               loudly.

                                     CRAWFORD
                         I need a six-way linkup! Chicago, 
                         Detroit, Cleveland, St. Louis, 
                         Atlanta, and Dallas... What?... Can 
                         you hear me...?

               He looks around, frustrated by the noisy circus atmosphere.

               CLARICE

               is pulling on a pair of surgical gloves. She raises her voice, 
               turning up her natural accent by several notches.

                                     CLARICE
                         Gentlemen. You officers and gentlemen! 
                         Listen here a minute, please. There's 
                         things I need to do for her...

               WIDER ANGLE

               as we see that the small room is very crowded with deputies 
               and troopers. They gradually fall silent, looking at her.

                                     CLARICE (O.S.)
                         Y'all brought her this far, and I 
                         know her folks would thank you if 
                         they could. Now please - go on out 
                         and let me take care of her... Go 
                         on, now.

               The men look at one another, a little bashfully, then begin 
               to to file out, whispering among themselves. As they go, a 
               bright green body bag is REVEALED, tightly zipped, lying on 
               a porcelain embalming table. It is almost the only modern 
               object in this Victorian room, with its glass-paned cabinets 
               and faded wallpaper, decorated with cabbage roses.

               FAVORING CRAWFORD

               as he looks at Clarice with a new degree of respect. Men 
               brush by him, till finally only two are left: DR. AKIN, a 
               family g.p., and LAMAR, a lean, whiskey-reddened mortician. 
               SOUND of the door closing. Lamar dabs around his nostrils 
               with Vicks VapoRub.

                                     CRAWFORD
                              (on phone)
                         We're starting. Tell everybody to 
                         stand by for fingerprint transmission.

               CLARICE

               at a side counter, has turned back to her open fingerprint 
               kit. She is lifting out a camera when she hears the ZIPPER 
               of the body bag being slowly opened, behind her...

               One gloved hand flies to her mouth as she reacts, 
               involuntarily, to the sudden smell. She blinks at her 
               reflection in the cabinet glass, then steels herself to turn, 
               look at the corpse.

                                     CLARICE
                              (pause; softly)
                         Bill...

               She steadies herself by raising her camera, takes a FLASH 
               photo.

               LOW ANGLE - LOOKING UP, FROM BENEATH TABLE

               as Dr. Akin gently lifts aside one of the dead girl's arms. 
               A piece of fishing line, with multiple hooks, is still snagged 
               around it, dangling. Crawford leans in for a closer look.

                                     DR. AKIN
                         Wrongful death... She'll have to go 
                         to the state pathologist at Claxton 
                         when you're done.
                              (Crawford nods)
                         I better - get on back for the rest 
                         of that service. Lamar'll help you.
                              (shaken)
                         Lord almighty...

               He leaves, and Clarice leans INTO SHOT, taking another photo.

                                     CRAWFORD
                         What do you see, Starling?

                                     CLARICE
                         Well, she's not local. Her ears are 
                         pierced three times each, and she's 
                         wearing green glitter nail polish. 
                         Looks like town to me...

               CLOSE ANGLE

               on the calf of one of the girl's legs, as Clarice trails the 
               inside of her bare wrist along the skin.

                                     CLARICE (O.S.)
                         She waxed her legs, I think... A big 
                         girl, just like the others - but she 
                         was careful about her appearance...

               UPWARD ANGLE AGAIN

               as Lamar joins them for a closer look.

                                     CLARICE
                         Two of the fingernails are broken 
                         off, and there's - dirt or grit under 
                         the others. She tried to claw her 
                         way through something... I'll scrape 
                         out samples after I've printed her.

               She takes another FLASH, then quickly reloads film.

                                     LAMAR
                         Them fishhooks are set too close 
                         together. No wonder the Franklin 
                         boys was scared to say they found 
                         her.

                                     CLARICE
                         Think they were runnin' a trotline?

               Crawford and Lamar both look at her curiously.

                                     CLARICE
                              (to Crawford)
                         It's a Fish and Game violation. Like 
                         poaching. There's a big fine.

                                     LAMAR
                         Right... Are you from around here?

                                     CLARICE
                         They do it lots of places.

                                     CRAWFORD
                         Get photos of her teeth. Then we'll 
                         fax her fingerprints to Washington, 
                         try to trace her through Missing 
                         Persons.

               SIDE ANGLE - CLOSE ON THE DEAD GIRL'S FACE

               staring blue eyes, short reddish hair. Clarice sets the 
               Polaroid, with its special attachments, against the face, 
               while Lamar gently retracts the lips. Each time the camera 
               FLASHES, there's a bright glow inside the cheeks.

               NEW ANGLE - CHEST HIGH

               as Clarice examines a developing print.

                                     CLARICE
                         She's got something in her throat.

               She hands the print to Crawford; he and Lamar look at it, as 
               she searches in her kit.

                                     LAMAR
                         When a body comes out of the water, 
                         alots of times there's like, leaves 
                         and things in the mouth.

               Clarice holds up a pair of forceps. She glances at Crawford, 
               who nods. She bends over, partially OUT OF SHOT, and after a 
               few moments reappears, holding up a small, brown cylindrical 
               object. She turns this in the air, as they all stare.

                                     CRAWFORD
                         What is it - some kind of seed pod?

                                     LAMAR
                         Nawsir, that's a bug cocoon. But how 
                         come that to get way down in there? 
                         'Less somebody shoved it in...

               Clarice and Crawford exchange a glance.

                                     CRAWFORD
                         She'll be easier to print if we turn 
                         her over. Lamar, will you give me a 
                         hand?

                                     LAMAR
                         Yessir, I will. Clarice takes a jar 
                         from her kit, carefully drops the 
                         cocoon inside.

               SOUND of the men's heavy efforts as they turn over the body, 
               off screen. She seals the jar, staring into it at the cocoon.

                                     CRAWFORD (O.S.)
                         Starling - what do you make of these?

               She turns to look.

               HER POV

               low on the corpse's back, over the shoulders, two neat, 
               triangular patches of skin are missing.

               NEW ANGLE - TWO SHOT

               as Clarice looks at Crawford.

                                     CLARICE
                         I don't know. I didn't see those on 
                         any of the other girls...

                                     CRAWFORD
                         They weren't there. Get close-ups.

               Clarice raises her camera, leans in for another FLASH.

                                                                    CUT TO:

               EXT. BACK STEPS OF THE FUNERAL HOME - DAY

               Clarice sits outside, with her head on her knees, drained. 
               She looks up wanly as Lamar appears, offers her a can of 
               Coke.

                                     CLARICE
                         Thanks, I'm not thirsty.

                                     LAMAR
                         No, hold it under your chin, there, 
                         and on your temples. Cold'll make 
                         you feel better. It does me.

               She smiles, touched, and takes the can. When Lamar sees 
               Crawford coming outside, he tactfully departs. Crawford sits 
               beside her; there's a brief silence. She soothes herself 
               with the can.

                                     CRAWFORD
                         When I told that sheriff we shouldn't 
                         talk in front of a woman, that really 
                         burned you, didn't it?
                              (she is silent)
                         That was just smoke, Starling, I had 
                         to get rid of him. You did well in 
                         there.

                                     CLARICE
                         It matters, Mr. Crawford... Other 
                         cops know who you are. They look at 
                         you to see how to act... It matters.

                                     CRAWFORD
                              (beat)
                         Point taken.

               She looks at him a moment, then offers the can. He opens it.

                                     CRAWFORD
                         When we get back, I want you to run 
                         that bug by the Smithsonian, see if 
                         they can identify it. Maybe it's got 
                         some limited range, or it only breeds 
                         at certain times of year... You found 
                         it, Starling, you deserve the credit.

                                     CLARICE
                         I'm wondering if he's done that before - 
                         placed a cocoon, or an insect. It 
                         would be easy to miss in an autopsy, 
                         especially with a floater... Can we 
                         check back on that?

                                     CRAWFORD
                              (shakes his head)
                         The other girls are in the ground. 
                         Exhumations are upsetting for the 
                         families. I'll do it if I have to,
                         but -

                                     CLARICE
                         Then have the lab check Raspail's 
                         head.
                              (he looks at her)
                         Dr. Lecter's patient - have them 
                         probe his soft-palette tissues... 
                         They'll find another cocoon.

                                     CRAWFORD
                         You seem pretty sure of that.

                                     CLARICE
                         Raspail was killed by the same man 
                         who's killing these girls. And Lecter 
                         knows him. Maybe even treated him... 
                         You think so, too, don't you? Or 
                         you'd never have sent me to that 
                         asylum.

               He looks at her for a moment, then sips again.

                                     CRAWFORD
                         Before we caught him, Lecter had a 
                         big psychiatric practice in Baltimore. 
                         But he traveled all over the country - 
                         teaching, consulting... Christ, even 
                         testifying in murder trials. Who 
                         knows how many potential psychos he 
                         turned loose, just for the fun of 
                         it...?

                                                               DISSOLVE TO:

               INT. MR. GUMB'S CELLAR - DAY (DIM LIGHT)

               A shadowy male figure looks down at us, leaning over the 
               edge of a deep hole. He holds a little white poodle in his 
               arms, stroking it. This is MR. GUMB, aka "Buffalo Bill."

                                     MR. GUMB
                              (softly)
                         Rub the cream on your skin. Rub it 
                         in gooood...

               CATHERINE MARTIN

               looks up at him. She is standing on the cement bottom of the 
               pit, or oubliette, about 15 feet below floor level. The pit 
               is bare, except for a futon and a plastic toilet bucket, 
               from which a thin string rises up to the basement. She's 
               soaking wet, in an orange jumpsuit, and holds a squeeze bottle 
               of skin lotion. She struggles to sound calm.

                                     CATHERINE
                         Mister... my family will pay cash. 
                         Whatever ransom you're askin' for,
                         they -

               REVERSE ANGLE - UP TOWARDS MR. GUMB

                                     MR. GUMB
                         Rub it in! Or you'll get the hose 
                         again.

               The little dog squirms in his arms, BARKING excitedly.

                                     MR. GUMB
                         Yes, it will, Precious, won't it? It 
                         will get the hose!

               SIDE ANGLE - AT PIT BOTTOM

               as Catherine kneels, turning slightly away from him.

                                     CATHERINE
                              (under her breath)
                         Oh God... oh God...

               She unzips her jumpsuit, part-way, then squeezes some of the 
               lotion onto a palm. She reaches inside her suit, rubs it on.

                                     CATHERINE
                         Mister, if you let me go, I won't 
                         press charges, I promise. You've 
                         only had me here a couple days, and -

                                     MR. GUMB (O.S.)
                         No. Just one day...

                                     CATHERINE
                         Is that all...? See - see, my mom is 
                         a real important woman... Well, I 
                         guess you already know that. She'll 
                         pay you, no questions asked. Whatever 
                         cause you represent - Iran, Palestine - 
                         she'll see that -

               A sudden blinding glare of light silences her. She looks up, 
               shielding her eyes.

               HER POV

               a floodlamp is descending, attached to a small basket.

                                     MR. GUMB
                         Put the bottle in the basket. No 
                         funny business, or you'll be sorry...

               NEW ANGLE - CATHERINE

               as the basket stops, and she steadies it. But as she slips 
               the bottle in, she sees something, O.S., just at the fringe 
               of the light. She hesitates, looks closer... then begins to 
               scream, hysterically, again and again. Her outflung hand 
               hits the lamp, and in its swaying glare, we see - high on 
               the concrete walls, all around her -

               BLOODY FINGER TRACKS

               dried now, brownish - left by many pairs of frenzied hands...

                                                                    CUT TO:

               INT.CLARICE'S DORM ROOM - FBI ACADEMY - DAWN

               Clarice is at her desk, exercising her right hand with the 
               grip flexer, while simultaneously studying a thick law book. 
               Ardelia sticks her head in the door, excited.

                                     ARDELIA
                         You better come see this.

                                                                    CUT TO:

               INT. RECREATION ROOM - FBI ACADEMY - DAWN

               CLOSE ON a TV screen, filled with a photo of Catherine Martin.

                                     TV ANCHOR (V.O.)
                         ...was listed at first simply as a 
                         missing person, but is now believed 
                         to have been kidnapped by the serial 
                         killer known only as "Buffalo Bill."

               The photo disappears, replaced by the TV ANCHOR himself.

                                     TV ANCHOR
                         Memphis Police sources indicate that 
                         the missing girl's blouse has been 
                         identified, sliced up the back, in 
                         what has become a kind of grim calling 
                         card. Young Catherine Martin, as 
                         we've said, is the only daughter of 
                         U.S. Senator Ruth Martin -

               CLARICE

               looks at Ardelia, surprised. Other trainees are drifting 
               into the rec room, some whispering among themselves. Clarice 
               stares back at the TV intently.

                                     TV ANCHOR (O.S.)
                         ...the Republican junior senator 
                         from Tennessee. And while her 
                         kidnapping is not at this point 
                         considered to be politically 
                         motivated, nevertheless it has stirred 
                         the government -

               BACK ON THE TV ANCHOR

                                     TV ANCHOR
                         ...to its highest levels, the 
                         president himself being said to be, 
                         and I quote, "intensely concerned." 
                         Just moments ago, Senator Martin 
                         made this dramatic personal plea...

               SENATOR MARTIN (TV FOOTAGE)

               fills the screen, in a halo of lens flare, as she speaks to 
               a jostling crowd of reporters on the front steps of her 
               Georgetown home. A tall woman, late 40's, with a strong, 
               taut face.

                                     SEN. MARTIN
                         I'm speaking now to the person who 
                         is holding my daughter. Her name is 
                         Catherine... You have the power to 
                         let Catherine go, unharmed. She's 
                         very gentle and kind - talk to her 
                         and you'll see. Her name is 
                         Catherine...

               Clarice is moved by what she sees. Other trainees are all 
               around her.

                                     CLARICE
                              (whispers)
                         Boy, is that smart...

                                     ARDELIA
                         Why does she keep repeating the name?

                                     CLARICE
                         Somebody's coaching her... They're 
                         trying to make him see Catherine as 
                         a person - not just an object.

               ON THE TV AGAIN

                                     SEN. MARTIN
                         You have a chance to show the whole 
                         world that you can be merciful, as
                         well as strong. Please - I beg you - 
                         release my Catherine...

               NEW FOOTAGE

               as we see (NIGHT, TELEPHOTO) - a taped-off section of 
               Catherine's parking lot. Technicians, with instruments, are 
               kneeling by the crushed grocery bag.

                                     2ND TV ANCHOR (V.O.)
                         Meanwhile. in Memphis, the 
                         investigation continued throughout 
                         the night, as state and local 
                         authorities were joined at the kidnap 
                         scene by agents of the FBI...

               MOVING ANGLE (STILL TV FOOTAGE)

               as Jack Crawford is seen striding towards the front door of 
               Catherine's apartment, followed by Burroughs and other agents. 
               One of them moves quickly towards the CAMERA, waving it back.

               REC ROOM ANGLE - FAVORING ARDELIA

               as the other trainees send up a brief, ironic cheer. But 
               Ardelia turns sympathetically towards the troubled Clarice.

                                     ARDELIA
                         I don't know whether to say "I'm 
                         sorry," or "Congratulations." But 
                         girl? - you just went prime time.

                                                                    CUT TO:

               EXT. SMITHSONIAN - MUSEUM OF NATURAL HISTORY - DAY

               The massive Victorian building looms over Constitution Avenue. 
               Clarice quickly mounts the steps, carrying a small plastic 
               box.

                                     CRAWFORD
                         I don't think he knew that she's a 
                         Senator's child. She's a big girl, 
                         Starling, like all the rest. We're 
                         going on the theory she was randomly 
                         targeted by size...

                                                                    CUT TO:

               INT. MUSEUM CORRIDOR - DAY

               Clarice, now accompanied by a museum guard, walks through an 
               eerie landscape of dinosaur bones - crouching skeletons with 
               blank eye sockets, gaping fangs.

                                     CRAWFORD (V.O.)
                         By now, Bill's had her for 36 hours. 
                         That leaves us just 36 more, before 
                         he kills her... But maybe, just maybe, 
                         Starling, we caught a real break 
                         this time - thanks to you.
                              (beat)
                         We found another bug, in Raspail's 
                         head.

                                                                    CUT TO:

               INT. MUSEUM OFFICE - DAY

               CLOSE ON an live, enormous, rhinoceros beetle, as it weaves 
               its clumsy way among the men on a chessboard, before finally 
               stepping off the edge, onto a lettuce leaf.

                                     RODEN (V.O.)
                         Time, Pilch! My move.

                                     PILCHER (V.O.)
                         No fair! You lured him with produce.

               WIDER ANGLE

               shows two entomologists, both 30ish, hunched over the board. 
               RODEN is a pudgy redhead; PILCHER is lean, quite handsome.

                                     RODEN
                         Tough noogies! It's still my turn.

                                     CLARICE (O.S.)
                         If the beetle moves one of your men, 
                         does that count?

               They look up, delighted to see Clarice in the doorway. Both 
               men are hopelessly smitten by her.

                                     RODEN
                         Of course it counts. How do you play?

                                     PILCHER
                              (grins)
                         Officer Starling. Welcome back.

                                                                    CUT TO:

               INT. ENTOMOLOGY CORRIDOR - DAY

               MOVING ANGLE as Clarice and the two men go briskly down a 
               hall lined with mounted insects, in all shapes and sizes. 
               Roden peers at Clarice's new cocoon, in its box.

                                     RODEN
                         Where the hell did this one come 
                         from? It's practically mush.

                                     CLARICE
                         You really don't want to know.

                                     PILCHER
                         Your West Virginia specimen gave us 
                         quite a bit of trouble, but I finally 
                         managed to narrow his species through 
                         chaetaxy - studying the skin.

                                     RODEN
                         I'm the one who found his perforating 
                         proboscis! Are you wearing a gun, 
                         right now?
                              (Clarice nods)
                         Ooh, cool! Can I see it? Can I?

                                     PILCHER
                         Just ignore him. He's not a Ph.D.

                                                                    CUT TO:

               INT. LABORATORY - DAY

               VERY CLOSE (MAGNIFICATION) on the sliced cocoon, as Roden 
               uses tweezers and a dental probe to ease out the sodden 
               chrysalis.

                                     RODEN (O.S.)
                         The whole trick is to remove the 
                         chrysalis without destroying it... 
                         The wings are just like wet tissue 
                         paper...

               THE TWO MEN

               are hunched over a formica table, peering through square 
               magnifiers into stainless trays. Clarice watches curiously. 
               Of their two specimens, Pilcher's moth is in much better 
               condition - a big brown creature, its wings outspread on 
               towel paper.

                                     PILCHER
                              (without looking up)
                         What do you do when you're not 
                         detecting, Officer Starling?

                                     CLARICE
                         I try to be a student, Dr. Pilcher.

                                     PILCHER
                         Ever get out for cheeseburgers and 
                         beer? The amusing house wine...?

                                     CLARICE
                              (smiles)
                         Not lately. But maybe someday.

               He looks up at her, shyly. A little moment passes between 
               them, before Roden straightens, exultant.

                                     RODEN
                         Positive match!

                                     CLARICE
                         You're sure?

                                     RODEN
                              (points with his dental 
                              probe)
                         West Virginia... Baltimore. Officer 
                         Starling, meet Mister Acherontia 
                         Styx.

               He moves aside for Clarice to get a closer look at Pilcher's 
               specimen. She leans forward, intently.

               HER POV (MAGNIFICATION)

               the wide, furry, brown back of the moth. And there, right 
               between the wing bases - wonderful and terrible to see - is 
               nature's perfect reproduction of a ghostly human skull.

                                     RODEN (O.S.)
                         Better known to his friends as the 
                         Death's-head Moth...

                                     PILCHER (O.S.)
                         The Latin name comes from two rivers 
                         in Hell. Your man - he drops these 
                         girls into rivers, every time. Didn't 
                         I read that?

               FAVORING CLARICE

               as she looks up at him, awed, excited, almost trembling.

                                     CLARICE
                         And there's no way - no natural way - 
                         these could've wound up in the bodies?

                                     PILCHER
                              (shakes his head)
                         They live in Malaysia. In this 
                         country, they'd have to be specially 
                         raised, from imported eggs.

                                     CLARICE
                              (pause, then softly)
                         Dr. Lecter...

               As the two men stare at her, puzzled, we hear a SOUND UPCUT - 
               the wail of police SIRENS - and...

                                                                    CUT TO:

               EXT. U.S. ROUTE 95 - DAY (AERIAL SHOT)

               An awesome armada of police vehicles swings through an 
               intersection, while normal traffic is held back by highway 
               patrol cruisers.

               The lead cars turn off, hit the entrance ramp to the freeway - 
               SIRENS going, tires SQUEALING, red flashers...

               CLOSER ANGLE

               on a speeding surveillance van, with long antennas and a 
               small satellite dish, near the head of the motorcade.

                                     CRAWFORD (V.O.)
                         Maybe we can trace how he buys the 
                         bugs, starting with U.S. Customs...

                                                                    CUT TO:

               INT. THE SURVEILLANCE VAN - DAY (DRIVING)

               The van is crammed with an impressive array of hi-tech 
               equipment, all CLICKING and HUMMING. Burroughs is talking 
               quietly on a scrambler phone, while another agent works a 
               computer.

                                     CRAWFORD (O.S.)
                         Maybe we can locate some of Raspail's 
                         old lovers. Maybe, someday...

               CLARICE AND CRAWFORD

               sit in swivel seats at the rear, by a big window. Clarice 
               can't resit an occasional peak at the trailing motorcade, 
               awed and a bit thrilled to be the center of so much attention.

                                     CRAWFORD
                         But for Catherine Martin, it all 
                         comes down to you and Lecter. You're 
                         the one he talks to.

                                     CLARICE
                         He's already offered to help... What 
                         would happen if we just showed our 
                         cards - asked him for Bill?

                                     CRAWFORD
                         He offered to help, Starling, not to 
                         snitch. That wouldn't give him enough 
                         chance to show off. Remember, Lecter 
                         looks mainly for fun. Never forget 
                         fun.

                                     CLARICE
                         But if he knew we have so little 
                         time -

                                     CRAWFORD
                         If we act too anxious, he'll make us 
                         wait. He'll let the Senator keep 
                         hoping, day after day, until Catherine 
                         finally washes up. That'd be the 
                         most fun of all.

                                     CLARICE
                         I think he means it, this time. I 
                         think he'll deal.

                                     CRAWFORD
                         What would it take?

                                     CLARICE
                         Transfer to a new prison. With a 
                         view of trees, he said, or even 
                         water... Can we swing that?

                                     CRAWFORD
                              (shakes his head)
                         State to federal jurisdiction... We 
                         can do it - eventually - but we'll 
                         never get all the clearances in time. 
                         Can you convince him a deal's already 
                         in place?

                                     CLARICE
                         You'll back me up with some paperwork?
                              (he nods)
                         Then I'll try. But wouldn't this 
                         have more weight coming from the 
                         Senator herself?

                                     CRAWFORD
                              (hesitates)
                         She doesn't know what we're up to. 
                         And we can't afford to let her find 
                         out.

               Clarice looks at him, surprised.

                                     CRAWFORD
                         She's the mother, Starling. She can't 
                         possibly comprehend what Lecter is. 
                         She'd make the mistake of pleading 
                         with him. Begging him... He'd feast 
                         on her pain till the last second of 
                         that girl's life...

                                                                    CUT TO:

               INT. BALTIMORE STATE HOSP. FOR THE CRIMINALLY INSANE - DAY

               Chilton approaches, walking briskly down a corridor in the 
               administration wing. He looks quite agitated.

                                     CRAWFORD (V.O.)
                         We can't trust Frederick Chilton, 
                         either. He's greedy and ambitious. 
                         If he knew about Lecter's link to 
                         Bill, he's go straight to the 
                         newspapers...

               Chilton falls into step beside Clarice, who has her briefcase. 
               He points his gold pen at her accusingly.

                                     CHILTON
                         What you're doing, Miss Starling, is 
                         coming into my hospital to conduct 
                         an interview, and refusing to share 
                         information with me. For the third 
                         time!

                                     CLARICE
                         Dr. Chilton, I told you - this is 
                         just routine follow-up on the Raspail 
                         case.

                                     CHILTON
                         He's my patient! I have rights!
                              (grabs her arm, 
                              stopping her)
                         I'm not just some turnkey, Miss 
                         Starling. I shouldn't even be here 
                         this afternoon. I had a ticket to 
                         Holiday on Ice.

               She stares at him, with pity and distaste, till he lets go.

                                     CLARICE
                         I'm acting on instruction, Dr. 
                         Chilton.
                              (handing him a card)
                         This is the U.S. Attorney's number. 
                         Now please - either discuss this 
                         with him, or let me do my job.

               She walks away, leaving him speechless with frustration and 
               hostility. He clicks his pen, watching her go.

                                                                    CUT TO:

               INT. DR. LECTER'S CELL AND CORRIDOR - DAY

               Dr. Lecter sits at his table, languidly sketching with 
               charcoal on