THIS IS A WORK IN PROGRESS.
                      THERE ARE INCONSISTENCIES BECAUSE
                      THE LOCALE IS CHANGING FROM NEW YORK
                      TO LOS ANGELES.  PLEASE DON'T LET THEM
                      DISTURB YOU TOO MUCH... 









                                COLLATERAL




                                written by
                              Stuart Beattie


                             revised draft by
                              Frank Darabont







                                                       9/12/00
                                                  (mm revs. 7/10/03)











     FADE IN:

     CREDIT SEQUENCE:

     Images wipe across the screen, kinetic and abstract, floating
     and dreamlike in SLO-MO:

     Shades of yellow.  Ribbons of silver.  Shimmers of chrome.

     Headlights sweeping past, flaring to white.  Brake lights
     flashing, halating red.  Reflections of overhead fluorescents
     flowing like liquid along windshield glass...

     SOUNDS are dreamlike and abstract as well, echoey and
     discordant, bouncing off concrete walls:

     Car doors OPENING and CLOSING.  PISTONS firing up.  Brakes
     SQUEALING.  A BABBLE of multi-lingual crosstalk.  An ebb and
     flow of DOZENS OF DIFFERENT KINDS OF MUSIC -- rap, reggae,
     country, Middle Eastern rhythms, a sitar...

     INT - TAXI DISPATCH - QUEENS - DAY

     ...and we find ourselves in a busy underground garage at change
     of shift.  YELLOW FORD CROWN VICTORIAS are wiping screen, a 
     balletic convergence of arriving and departing cars.

     TWO CABS

     wipe screen going in opposite directions, parting like curtains
     to reveal:

     MAX RILKE

     sitting alone in the midst of it all, biding his time reading a
     paperback, a battered old BRIEFCASE by his side.

     Other CABBIES, mostly immigrants, are in boisterous groups,
     swapping stories, sharing cigarettes, counting cash.

     Not Max.  He seems to prefer his own company.

     An arriving CAB squeals to a stop.  The DAYSHIFT DRIVER gets
     out, tosses Max the keys...

                                              TIMECUT:

     AND IN A SERIES OF SHOTS, Max prepares for his workday:

     Wiping the seats with paper towels and 409...

     Repairing a tiny tear in the upholstery with DUCT TAPE...

     Fitting his T.L.C. LICENSE into the small Lexan slot...

     Checking his lights.  Indicators.  Hazards.  All fine...

     As CAR HORNS BLARE and CABBIES SHOUT, Max gets behind the wheel,
     closes the door...

     INT - CAB - DAY

     ...and WHAM!  The noise evaporates into welcome silence.  Max
     takes a moment to savor it.

     He starts the engine.  RAP MUSIC BLARES from the radio.  Max
     quickly turns the volume down, scans the dial to a CLASSICAL
     STATION.  A soothing MOZART SONATA fills the cab.

     One last thing.  Max opens his briefcase, pulls out

     A TATTERED POSTCARD

     which depicts the whitest sand and bluest sea you can imagine.
     A dream place.  Limitless horizon.  Sailboats dotting the blue.
     It's Tobago Cays, the Grenadines, in the Caribbean.

     MAX

     slips the postcard under the rubber bands on the visor, where he
     can see it whenever he wants to.  But not now.  He flips the
     visor up, puts the car in gear, and pulls out as we

                                              CUT TO:

     AERIAL SHOT - CAB/QUEENSBORO BRIDGE - LATE DAY

     Max travels the Queensboro Bridge into the city.  The monolithic
     skyline of Manhattan rises before us, magical in the light, the
     SOFT CLASSICAL MUSIC lulling our senses...

     INT - CAB - MIDTOWN - LATE DAY

     ...and the harsh, crappy reality of the job intrudes as we find
     Max driving on Madison with a YOUNG PROFESSIONAL COUPLE having a
     heated argument in back:

                         MAN
               ...why is everything always about
               you...

                         WOMAN
               ...everything is not about me, don't
               make me the villain here.  That
               asshole was out of line, and you
               goddamn well know it...

                         MAN
               ...I'm sorry, I don't see it that
               way...

                         WOMAN
               ...oh, bullshit!  He was intruding on
               my space, he was demeaning me
               personally, he was patronizing...

                         MAN
               ...what do you want me to do, punch
               him out?  I have to work with him...

                         WOMAN
               ...well, last I checked, you were
               sleeping with me, so unless you wanna
               start fucking the guy soon, I'd
               suggest an attitude shift...

     WE HOLD on Max enduring it silently, invisible as a piece of
     furniture.  He doesn't exist as far as his passengers are
     concerned...

     INT - CAB - LATE DAY

     ...and we're back to blessed silence and soft CLASSICAL MUSIC as
     Max cruises Chinatown looking for his next fare.

     Up ahead, he sees a cluster of CHINESE TEENS wearing gang
     colors.  There's a scuffle going on.  One kid's getting pounded
     by two others while everybody else watches.

     Max slows, wondering if he should do something.  One GANG
     MEMBER, sipping a bottle of beer, turns and sees Max.

                         GANG MEMBER
               What's you lookin' at, bitch?

     The kid throws the beer.  Max hits the accelerator as the bottle
     shatters off the rear windshield...

     EXT/INT - CAB - GAS STATION - LATE DAY

     ...and we find Max carefully cleaning beer off the car with his
     paper towels and 409.  The gas pump CLICKS OFF.  He hangs the
     nozzle back, gets in the car...

     ...and slams the door.  All quiet again.

     He flips the visor down, staring at his postcard.  Soothed by
     all that blue.  Hypnotized by it.  Taking a mental vacation.

     In this quiet moment, we realize we're seeing the most private
     of Max's rituals, the one he doesn't share with anybody.

     A SUDDEN KNOCK on the window pulls him out of it.  He glances
     over, sees an impatient BUSINESSMAN peering in.

                         BUSINESSMAN
               Uptown?

     Max nods, flips the visor up, hiding the postcard from view.
     The man gets in, triggering an inane automatic recording:

                         JUDGE JUDY
                   (tinny)
               This is Judge Judy!  Buckle up back
               there!  It's the law!

     Max pulls out of the gas station...

     INT - CAB - WEST SIDE - LATE DAY

     ...and we find a MIDWESTERN FAMILY piling into the cab, the KIDS
     bickering, Judge Judy yammering, MOM trying to keep some
     frazzled order, DAD red-faced and fuming:

                         DAD
               Grand Central.
                   (to his wife)
               I'm telling you, we're never coming
               back to this goddamn city.

                         MOM
               Don't start.

                         DAD
               Never again, Ellen, you can take that
               to the friggin' bank.  I don't care if
               your sister lives here, she can rot in
               this shithole for all I care...

     Max pulls smoothly into traffic, staying Zen.  Once again, he's
     part of the furniture, alone and untouched...

                                              CUT TO:

     EXT - CRIMINAL COURT BUILDING - MAGIC HOUR

     Sunset rims the tops of the buildings.  Dusk approaching.  The
     civic center is swarming with PEDESTRIANS and TRAFFIC.

     INT - CAB - MAGIC HOUR

     Max drops off a fare, makes a careful notation in his trip
     sheet.  He puts the car in gear and creeps forward, waiting for
     a chance to merge with the flow of traffic...

     ...but he pauses, seeing a commotion in front of the Criminal
     Court Building.  MINICAM CREWS are jostling as REPORTERS swarm
     around an emerging GROUP OF CITY OFFICIALS.

     Suddenly, a pretty young WOMAN breaks free of the group and
     makes a beeline for the cab, hollering into a cell phone and
     fending off stray reporters.  The reporters don't really care;
     they're too intent on the other (mostly male) officials.

     The woman, ANNIE FARRELL, jumps in the cab and slams the door.
     Everything about her says "serious professional" from her Armani
     suit to her glossy leather briefcase.  Her adrenaline's still
     flying as she finishes her call:

                         ANNIE
               ...no, those subpoenas have to be
               ready by seven a.m., hell or high
               water, indictments go out at eight.
               That's straight from the front office.
                   (beat)
               Yeah, Spencer, I'm pulling an all-
               nighter too, so save some tears for
               me.  Yeah, boo-hoo.

     She snaps the cell phone shut, lets out a long breath, her head
     still spinning.  She notices Max's eyes in the rearview mirror.
     Watching her.

                         MAX
               Hi ya' doin'?  Where to?

                         ANNIE
               Park Avenue and East 2nd. Take Centre
               to Canal, up the Bowery, Cooper and
               Third, left on 41st, come around on
               Park.

     Max pulls away from the curb, starts the meter, mutters:

                         MAX
               I'll take Sixth.  It's faster.

                         ANNIE
               What?

                         MAX
                   (louder)
               Sixth is faster.

                         ANNIE
               Sixth is a parking lot north of 23rd
               this time of day.

                         MAX
               The Bowery, you gotta deal with runoff
               from two bridges.

                         ANNIE
               Sixth, you got delivery trucks
               blocking traffic at Herald Square.
               Look, I make this trip all the time.

                         MAX
               First Friday of the month?  Linens.
               Roll right off the trucks.  They're in
               and out in twenty minutes...
                   (checks his watch)
               ...which means they left fifteen
               minutes ago.  Traffic will be smooth.

     Max catches Annie's skeptical look in the rearview mirror.

                         MAX (CONT'D)
               But Bowery's fine, if that's what you
               want.

                         ANNIE
               We taking bets?  What if you're wrong?

                         MAX
               The ride is free.

                         ANNIE
               You got a deal.

     EXT - SIXTH AVE - HERALD SQUARE - DUSK

     Max's cab maneuvers easily through light traffic.

     INT - CAB - DUSK

     Annie glances up from a legal brief, noticing the lack of
     traffic.

                         ANNIE
               Go ahead, say it.

                         MAX
               No.  I got lucky with the lights.

                         ANNIE
               No.  You were right, I was wrong...
                   (glances at his license)
               ...Max.

     She sets the brief aside, eyes tired anyway.  She notices the
     MUSIC playing faintly up front.  Bach's "Air on a G String."

                         ANNIE (CONT'D)
               Hey, you mind turning this up?

     Max doesn't mind at all.  He tweaks the volume up.  Annie leans
     her head back to listen, closes her eyes.

                         MAX
               You like Bach?

                         ANNIE
                   (nods)
               I used to play this piece back in high
               school.

                         MAX
               Let me guess.  Clarinet?

                         ANNIE
                   (smiles)
               Violin.  I never had the lungs for
               wind instruments.

                         MAX
               Could'a fooled me, the way you were
               hollering into that cell phone.

                         ANNIE
                   (laughs)
               Different instrument altogether.
                   (beat)
               You know, if you'd only listened to
               me, we'd be bogged down in traffic
               right now, and you could have made
               yourself an extra five bucks.

                         MAX
               Keep it.  Go wild.  Have a party.

                         ANNIE
               Why'd you do that?
                   (off his silence)
               Don't tell me you're a gentleman, Max.
               I thought chivalry was dead as a
               necessary consequence of gender
               politics...

                         MAX
               It's no big deal.

                         ANNIE
               No?  How many cabbies get you into an
               argument to save you money?

                         MAX
               There were two of us.  I had the other
               guy killed.  Don't need the
               competition...

     She laughs again, charmed by his deadpan.

                         ANNIE
               You're an anomaly in today's world,
               Max.  You're good at what you do, so
               you must take pride in it...?

                         MAX
               This?
                   (hesitates)
               Temporary.  To pay the bills and save.
               I got plans...

                         ANNIE
               Like what?

                         MAX
               Travel...and things.

     An uncomfortable beat.  He quickly turns the conversation back
     to her:

                         MAX (CONT'D)
               You like being a lawyer?

                         ANNIE
               You psychic?

                         MAX
               Sure.  I'm starting an 800 hotline.
                   (off her look)
               Caught part of your phone call.  And
               even if I hadn't, there's the dark
               pinstripe, Armani, elegant, not too
               hip, which rules out advertising, plus
               a top-of-the-line briefcase that you
               live out of, looks like Bottega...

                         ANNIE
                   (laughs)
               Bottega.

                         MAX
               ...Bottega.  Guy gets in my cab
               wearing a catcher's mask, I think he's
               a ballplayer.  You?  Definitely
               Clarence Darrow.

     Annie can't help laughing.

                         ANNIE
               Not quite.  He did defense.  I'm a
               prosecutor...

                         MAX
               Big case?

                         ANNIE
               Yeah.

     EXT - HIGH RISE OFFICE BUILDING - EAST 42ND - DUSK

     Max's cab pulls up at the curb.  Still a lot of pedestrian and
     car traffic, people heading home for the night.

     INT - CAB - DUSK

     Annie's smile fades as she gazes up at her office building, her
     exhaustion and weariness all coming back.

                         ANNIE
               Man, you got us here fast...

     She pulls out her wallet, digging through it for the fare.

                         MAX
               You never answered my question.  You
               like what you do?

                         ANNIE
                   (hedging)
               Most of the time.

                         MAX
               But not now?

                         ANNIE
                   (hesitates)
               Like you, I'm good at it.  But at this
               exact moment in time...like I gotta
               sumo wrestler on my shoulders until
               tomorrow morning.

                         MAX
               You need a vacation.

                         ANNIE
                   (faint smile)
               Just had one.

                         MAX
               Not in a cab...  I mean a
               disconnection...get your head
               straight...you know, get it
               together...

                         ANNIE
               When was the last time you took one?

                         MAX
               Soon.  But I take little ones all the
               time.  Comoros Islands in the Indian
               Ocean.

                         ANNIE
               How often you go?

                         MAX
               Dozen times a day.

     He flips the visor down, revealing the postcard of white
     beaches, clear green water.  It's the first time he's shared
     this with anybody:

                         MAX (CONT'D)
               It gets heavy, I take five minutes and
               go there.  In my head.

     On impulse, he slips the postcard free and offers it to her.

                         ANNIE
               No, no way, I couldn't take that...

                         MAX
               Yes, you could.  I think you need it
               more than I do.
                   (off her hesitation)
               It'll help.  I promise.

     She accepts the postcard, surprised and touched.  Her gaze
     lingers on his for a moment.  She holds it.

                         ANNIE
               Thanks for everything, Max.  Wow...

                         MAX
               Sure thing.

     She gets out of the cab, starts to walk away...

     ...but turns back, ducking to the cab's window.  Looking a bit
     flustered, she pulls a business card and offers it to him.

                         ANNIE
               In case you ever, you know, wanna
               argue routes, start an SEC
               investigation on a Fortune 500 company
               or something...

     And with that, she goes.  Max is left somewhat stunned, holding
     her card.  He glances down at it:

                             ANNIE FARRELL
                    UNITED STATES ATTORNEY'S OFFICE

     ANGLE ON MAX'S CAB

     from across the street.  Cab idling at the curb.  Annie walking
     away with her briefcase...

     ...and ANGLE SHIFTS TIGHT TO VINCENT, gazing in their direction.
     He's dressed sharply, stunning suit, elegant briefcase.  Could
     be a successful businessman.  Or lawyer.

     A break in the traffic.  Vincent jaywalks across toward the
     building, watching for cars.  Halfway across, he glances idly
     toward Annie...

     ...and sees her being met at the entrance by SEVERAL D.A.'s MEN
     and a pair of UNIFORMED COPS.  Casual greeting all around.

     VINCENT

     veers slightly toward Max's cab.  His change of direction is so
     subtle, we might not even notice it; a casual observer would
     think he'd been heading for the cab all along.

     INT - CAB - DUSK

     Max barely notices Vincent get in -- he's still holding the
     business card, quietly marveling at it.  He loops up, watching
     Annie chatting with her associates.

                         VINCENT
               Hello?

                         MAX
                   (glances back)
               Oh.  Sorry.

     Try as he might, Max can't hide his good fortune...

                         VINCENT
               Uh, let's go to...
                   (Max isn't paying
                    attention)
               Hello...?

                         MAX
               Yeah, yeah, sorry...

     Max waves the business card in one hand, not quite sure what to
     do with it.

                         MAX (CONT'D)
               Ever think your life could change
               because someone gets in your cab?

     Vincent is perplexed, then follows Max's gaze to Annie.

                         VINCENT
               You're either talking about me or
               you're gonna ask her out...

     Vincent's read Max's mind.  max hadn't thought it through that
     far...but now that he does, reality's sinking in.  Annie's
     probably out of his league and he knows it.

     She and her group disappear into the building.  Max jams her
     card under the rubber bands on the visor, flips the visor up.

                         MAX
               Where to?

     Vincent pulls a file from his briefcase, checks an address.

                         VINCENT
               45 Cherry Street.

     Max pulls out, starts the meter.  The Judge Judy recording
     blares forth:

                         VINCENT (CONT'D)
                   (checks his watch)
               How long you think this'll take?

                         MAX
               Twenty-four minutes.

                         VINCENT
               Twenty-four?  Not twenty-five?  Or
               twenty-three?

                         MAX
               Two minutes to get on Broadway.
               They're doing some roadwork around the
               bridge.  Eleven to get downtown.  Four
               to the Lower East Side.  Six to clear
               the roadwork.  One minute margin for
               error.  My math says twenty-four.

     Enjoying himself, Vincent checks his watch again.

                         VINCENT
               Mind if I time you?
                   (Max shrugs)
               What do I get if you're wrong?  A free
               ride?

                         MAX
               An apology.

                                              CUT TO:

     EXT - BROADWAY - NIGHT

     Fully dark now.  Max's cab zooms down Broadway, one of thousands
     just like it.

     INT - CAB - NIGHT

     Vincent's gazing up at all the tall buildings, fascinated.

                         MAX
               First time in New York?

                         VINCENT
               Third, but I still can't tell uptown
               from downtown.  Tell the truth,
               whenever I'm here, I can't wait to
               leave.  Place gets to me.  Too loud,
               too fast...too much.
                   (beat)
               You like it here?

                         MAX
               It's home.

                         VINCENT
               You share it with over three million
               people every day.  You know that's the
               population of New Zealand?  What's
               Manhattan, thirteen miles long?
               That's a lot of misery crammed into
               thirteen miles.
                   (beat)
               Read about this one guy.  Gets on the
               subway and dies.  Six hours he's
               riding around before anybody notices.
               Think about that.  Here's this corpse
               doing laps around Manhattan courtesy
               of the New York transit system, people
               getting on and off, sitting next to
               him, and still nobody catches on.
               Three million.  That's too damn many
               people.

                         MAX
               I see your point.

     Vincent glances around the cab.

                         VINCENT
               You know, this is the cleanest cab
               I've ever been in.  This your regular
               ride?

                         MAX
               Yeah.  I share it with the dayshift
               guy.

                         VINCENT
               You prefer nights?

                         MAX
               People are more relaxed.  Less stress,
               less traffic, better tips.

                         VINCENT
               You on some kind of work plan?

                         MAX
               You mean like benefits?

                         VINCENT
               Yeah.  Retirement?  Paid sick leave?

                         MAX
               It's not that kind of job.

                         VINCENT
               You should start a union.

                         MAX
               Me, specifically?

                         VINCENT
               Why not?

                         MAX
               Last thing I need is a reason to keep
               hacking.  This job's a fill-in.

                         VINCENT
               Oh?  How long you been doing this?

                         MAX
               Twelve years.  But I'm working on
               other stuff...

                         VINCENT
               Like what?

                         MAX
               I don't talk about it, you know...  No
               offense.

                         VINCENT
                   (smiles, shrugs)
               None taken.  There are talkers and
               doers.  I like doers.

     EXT - APARTMENT BUILDING - LOWER EAST SIDE - NIGHT

     A largely deserted area.  Max's cab pulls to the curb...

     INT - CAB - NIGHT

     ...as Vincent closes his briefcase, checks his watch.

                         VINCENT
               Twenty-four minutes!  Man, you're
               hot...

                         MAX
               Yeah.  Lucky with the lights.

                         VINCENT
               Bullshit.  You probably know the light
               schedules, too.
                   (leans forward)
               Listen, I'm in town tonight on a
               closing.  Five stops, one night.  I
               gotta catch a six a.m. flight.  I got
               five stops to make, see some friends,
               collect some signatures.  Why don't
               you hang with me?

                         MAX
               I'm not a hire car.  It's against
               regs?

                         VINCENT
               Regulations?  These guys don't even
               give you sick leave.
                   (pulls his wallet)
               How much you pull down on a good
               night?

                         MAX
               Two, two-fifty.

                         VINCENT
               I'll make it an even five hundred.
               Plus an extra hundred if you get me to
               LAX on time.

     Vincent draws FIVE CRISP HUNDRED DOLLAR BILLS, waves them
     seductively in Max's direction, coaxing him:

                         VINCENT (CONT'D)
               What's it gonna be?  C'mon...I know
               you want to.  Take a chance.

     Max succumbs, accepts the money.  Vincent smiles, gives him a
     firm handshake.

                         VINCENT (CONT'D)
               We have a deal.  What's your name?

                         MAX
               Max.

                         VINCENT
               Max?  I'm Vincent.

     Vincent gets out.  Max calls after him:

                         MAX
               I'll wait in the alley.

     Vincent nods.  Understood.  He steps into the building foyer,
     scanning the rows of buzzers.

     Max puts the car in reverse...

     EXT - ALLEY - NIGHT

     ...and edges the cab around the corner, backing into the alley
     that flanks the apartment building.

     INT - CAB - NIGHT

     As Max brings the car to a stop, he notices Vincent's briefcase
     lying on the back seat.  A trusting soul.  Max smiles.

                         MAX
               Definitely not from around here.

     He kills the engine.  Silence.

     There's a noticeable lack of city clamor here, just a DISTANT
     GRUMBLE OF TRAFFIC from Manhattan Bridge.  An occasional car
     passes the mouth of the alley, but that's about it.

     Max turns on the radio, tweaks the volume just loud enough to
     hear it.  A Beethoven Sonata.  Soothing.

     Max checks his watch.  Dinnertime.  He turns to his battered
     briefcase on the passenger seat, opens it.

     It's filled with carefully arranged items.  NAPKINS in the
     pockets.  UTENSILS in the pen holders.  MINI-JARS of mayo and
     mustard.  Bread, cheese, and cold cuts in individual baggies.  A
     1.5 liter PLASTIC BOTTLE of drinking water.

     He sets about making his sandwich, everything applied in
     methodical order, whistling softly with the music.

     Sandwich is done.  He pauses, glancing up at the visor.  He
     tilts it down, peering at Annie's business card.  Wondering what
     to do.  Knowing he'll probably never call her.

     He sits a moment, fighting a wave of sadness.  Unhappy with
     himself.  With his life.  His place in the world.

     He raises the sandwich to take a bite...

     ...and WHAM! SOMETHING BIG lands on the hood like a hammerblow, 
     rocking the car to its axles! A massive SHOWER OF GLASS rains
     down with the object.  A HEADLIGHT EXPLODES!  The windshield
     CRACKS!  Max bounces off the ceiling as mini-jars of mustard and
     mayo do a Jackson Pollack all over the seats...

     ...and then abrupt, stunning silence.

     Max takes a dazed beat, not even sure what hit him.  He peers
     through the windshield...

     ...and sees a dead face staring back at him. Max recoils with a
     yell, scrambles from the cab, heart pounding...

     EXT - ALLEY - NIGHT

     ...and finds a CORPSE on the hood of the car.  Some fat guy in a
     bathrobe.  There's shards of tempered glass everywhere, haloing
     the ground around the cab.

     Max is stunned beyond words.  He looks around, hoping somebody
     else saw it.  There's nobody.

     He looks up to see where the body came from.  A window on the
     top floor has been shattered.  A single white curtain billows
     out, flapping gently in the breeze.

     The SOUND OF RUNNING FEET.  He turns as Vincent enters the alley
     and stops.  Beat.

     Max is in total shock:

                         MAX
               He fell on my cab!
                   (points)
               From up th-th-there.

                         VINCENT
                   (pause)
               You always stutter?

                         MAX
               Yeah, yeah.  Shit, man.  Guy fell on
               my motherfucking cab.

     Max points again, as if Vincent might have missed it the first
     time.

                         MAX (CONT'D)
               I think he's dead.

                         VINCENT
               No shit.  Since he has two .45s double-
               tapped through the sternum and fell
               six floors onto his head...

     Max stares at Vincent.  It's finally sinking in:

                         MAX
               You - you killed him?

                         VINCENT
               No-no, I-I shot him.  The bullets and
               the fall killed him.

     A frozen beat.  Everything out in the open now.  Max realizing
     the trouble he's in.  He starts backing away, glancing over his
     shoulder for an escape route...

     ...but quick as a flash, like a magic trick, Vincent's got a
     silenced SIG-SAUER 9MM AUTOMATIC in his hand, slick two-tone
     chrome and black.

                         VINCENT
               Red-light-green-light, Max?  Light's
               now red.

     He triggers the laser sight, places a GLOWING RED DOT over Max's
     heart.  Max freezes.

                         VINCENT (CONT'D)
               You can run, but you'll die tired.

     Max nods.  Shakily raises his hands.

                         VINCENT (CONT'D)
               You cool, Max?  Say "I'm cool."

                         MAX
               You're cool.

                         VINCENT
               No.  You say you're cool.

                         MAX
               I'm cool.

     The laser sight clicks off, the gun smoothly vanishes back into
     Vincent's coat.

                         VINCENT
               Good.  Help me out here.

                         MAX
               With what?

                         VINCENT
               You were going to drive me around.
               Drop me at LAX.  Never be the wiser.
               But El Gordo missed the elevator.  So
               we go to Plan B.  Pop the trunk.

                         MAX
               The trunk?

                         VINCENT
               Did I stutter?  The trunk.  Unless you
               want him riding up front with
               you...but given hygiene and his
               sphincters have let go...

     Max reluctantly pops the trunk, circles to the front of the car.
     Vincent reaches over the hood, grabs the corpse by the bathrobe
     lapels, heaves the body into a sitting position.

                         VINCENT (CONT'D)
               I'm gonna roll him off the hood.
               Always lift with your legs...

                         MAX
               I don't think I can do this.

                         VINCENT
               It's just a dead guy.  On three,
               ready?  Uno.  Dos.  Three.

     He rolls the corpse off the hood.  Grimacing, Max gets a firm
     grip under the arms, while Vincent gets the legs.

                         VINCENT (CONT'D)
               Got it?

                         MAX
               Yeah.

     They start shuffling toward the trunk.  Suddenly, Max lets out a
     YELL, almost dropping his end.

                         VINCENT
               What?

                         MAX
               His hand moved!  His goddamn hand
               twitched!

                         VINCENT
               It's a spasm!  Jesus, Max, don't be
               such a girl...

     ANGLE FROM INSIDE TRUNK

     as they heave the body inside, pausing to catch their breath.

                         VINCENT (CONT'D)
               Fat fuck.  Ever heard of a treadmill?

     He slams the trunk, shutting us into DARKNESS...

     EXT - CAB - NIGHT

     ...and we find Vincent and Max frantically trying to clean all
     the blood off the hood and windshield.  Max is going at it with
     paper towels and 409, while Vincent is dousing the hood with
     Max's 1.5 liter bottle of drinking water.

                         VINCENT
               Six liters of blood in the average
               Angeleno, he's gotta dump all his on
               your car.
                   (a final dousing)
               Okay, that's good.

     Vincent heads for the car, notices Max isn't moving.

                         MAX
               Uh, look...why don't you just take the
               car...

                         VINCENT
               ...and you promise you'll never tell
               anybody about this, right?  Get in the
               fucking car.

     Vincent ducks into the back seat...

     INT - CAB - NIGHT

     ...and Max gets in behind the wheel.

                         VINCENT
               C'mon, let's go, let's go...

     Max turns the key.  The ENGINE GRINDS...but doesn't start.  He
     pumps the gas pedal, tries again.  MORE GRINDING.

                         VINCENT (CONT'D)
               Max.  May we leave the scene of the
               crime now, please.

                         MAX
               I'm trying...

     He turns the ignition again and again.  GRIND.  GRIND.
     Vincent's getting steamed:

                         VINCENT
               Max.

                         MAX
               It's not me.

     Suddenly, the Sig-Sauer reappears in Vincent's hand, deadly
     sleight-of-hand, muzzle pressed to the base of Max's skull.

                         VINCENT
               Just because we've shared a few
               laughs, don't think we've bonded.

     Max keeps trying the key.  GRIND.  GRIND.

                         VINCENT (CONT'D)
               You listening to me?

                         MAX
               Yes!  I'm trying, I swear!

                         VINCENT
               Try harder.  I'm gonna count to three.
               One...

     GRIND.  GRIND.

                         VINCENT (CONT'D)
               Two...

     GRIND.  GRIND.

                         MAX
               It's not me, it's the engine!  A fat
               guy fell on it from six floors up!

     Max closes his eyes, waiting for the gunshot.  Vincent heaves a
     weary sigh as we

                                              TIMECUT:

     The hood's up.  Max is working on the engine while Vincent paces
     back and forth, looking over his shoulder.

                         VINCENT
                   (points)
               What about that?

                         MAX
               I tried it.

                         VINCENT
               How about the thingy next to it?

                         MAX
               The thingy next to it has nothing to
               do with the starter motor...

                         VINCENT
               I'm making you nervous.  I'm the one
               with a schedule.

                         MAX
                   (makes an adjustment)
               Okay, try it now.

     Vincent leans in the window, cranks the key.  The ENGINE FIRES
     UP.  A look passes between them.  They pile into the cab, slam
     the doors as:

     Max pulls out of the alley...

     ANGLE FROM STREET

     ...and the cab accelerates up the street, disappearing around
     the corner.

     A long beat.

     Another CAR appears.  It cruises down the street and stops in
     front of the apartment building.

     PHIL HELLER emerges from the car.  Tall, 40's, soft-spoken, but
     looks like he could kick your ass if he had to.  There's
     something endearingly hangdog about his face.

     He heads into the entry foyer of the building, rings a buzzer.
     Waits a moment.  Rings again.  Nothing.

     He sighs, pulls a thin strip of metal from the inner pocket of
     his overcoat, jimmies the door lock...

     INT - APARTMENT BUILDING HALLWAY - 6TH FLOOR - NIGHT

     Heller comes down the hallway to apartment 607.  He raises his
     hand and knocks loudly...

     ...causing the door to swing in slightly.  He glances down, sees
     the door frame splintered at the lock.  Like it was kicked in.
     Tensing, he fades to one side, his hand going to his holster at
     the back of his belt.

     He listens.  Draws his gun.  Baretta 9mm, standard issue,
     nothing fancy.  He reaches out and pushes the door all the way
     open...

     INT - APARTMENT - NIGHT

     ...revealing a dark shambles.  Heller enters cautiously, alert
     for the slightest movement or sound.

                         HELLER
               Ivan?

     Nothing but silence.  Except...

     ...the curtains across the room are billowing.  He crosses the
     room, sweeps the curtains aside, finds the floor-to-ceiling
     plate glass window missing.  A few jagged shards in the frame.

     He leans out, peering to the alley below.  A dizzying drop.  A
     halo of broken glass on the alley floor...in the center of which
     is a big blank spot.

                         HELLER (CONT'D)
               Fuck.

                                              CUT TO:

     INT - CAB - TRAVELING - NIGHT

     Max winds his way through downtown traffic, in shock, sneaking
     petrified glances at Vincent in back.  Vincent's got a file from
     his briefcase, studying it.  The silence is thick.

     Max finds his hand shaking, lifts it off the wheel, tries to
     steady his fingers.  From the back:

                         VINCENT
               Try some deep breathing.

                         MAX
               What?

                         VINCENT
               Adrenaline's wearing off.  You get
               shaky after.  It's not uncommon.  Deep
               breathing helps.

     Max starts drawing in breaths, letting them out slowly.

                         VINCENT (CONT'D)
               You better?

                         MAX
               I think so.

     They stop at a RED LIGHT.  Max glances at the passenger seat.
     Mustard and mayo everywhere, along with stray slices of lunch
     meat.  He parks the gearshift and automatically goes for the
     paper towels, trying to clean up.

     Vincent's eyes appear over the top of the file folder, taking
     this in.  Softly:

                         VINCENT
               What are you doing?

                         MAX
               It's a mess.

                         VINCENT
               So?

     Max keeps wiping, as if getting the seats clean might somehow
     put everything right again.

                         VINCENT (CONT'D)
               Lady Macbeth, leave the seats.
               Light's green.  We're sitting here.

     A CAR HORN HONKS behind Max.  The car pulls around them to get
     through the intersection.

                         DRIVER
               Asshole!

                         VINCENT
               You no longer have the cleanest cab in
               La-La.  Live with it.  Focus on the
               job.  Drive.

     Max nods.  Right.  He puts the car in gear and proceeds.

                         VINCENT (CONT'D)
                   (checks the file)
               58th and Central.  You know it?

                         MAX
               South Central.

                         VINCENT
                   (checks his watch)
               How long, you figure?

     Max has to force him to concentrate:

                         MAX
               Seventeen minutes.  Why?

     Silence from the back.  Max glances apprehensively in the
     rearview, realizing:

                         MAX (CONT'D)
               Oh.  Oh, no.  You're kidding.  We...

                         VINCENT
               I told you we had other stops to make
               tonight.

                         MAX
               You said you were visiting friends!

                         VINCENT
               They're somebody's friends...
                   (turns a page)
               You drive a cab.  I kill people.  We
               both do our jobs right, you might
               survive the night and come out four
               hundred bucks ahead.

                         MAX
               Listen.  I'm not trying to piss you
               off, see?  Okay?  I can't drive you
               around so you can murder folks.

                         VINCENT
               Tonight it is.

                         MAX
               You don't understand.  I mean it.
               Really.  I'm not up for this...

     Vincent looks forward, realizes Max is on the verge of panic.

                         VINCENT
                   (stows the file)
               You're stressed.  I understand.  Keep
               breathing.  Stay calm.

     Max starts deep-breathing again, exhaling slowly.

                         VINCENT (CONT'D)
               Are you breathing?

                         MAX
               Yes.

                         VINCENT
               What else calms you down?  Candy?
               Cigarettes?  Sex?  Breathe.

     He does.

                         MAX
               Music.

                         VINCENT
               Play music.

     Max turns on the radio.  SOFT CLASSICAL.

                         VINCENT (CONT'D)
               Chopin prelude.  Stodgy, but nice.
                   (Max nods)
               Here's the deal.  I didn't want you
               involved in this.  Still breathing?
               But now that you are, we have to make
               the best of it, Max.  Improvise.  Life
               is that way.  Adapt to your
               environment.  Survive.  Darwin.  "Shit
               happens."  The I Ching.  Whatever.
               Roll with it.

                         MAX
               I Ching?  You threw a man out a
               window!

                         VINCENT
               I didn't throw him, he fell.

                         MAX
               What'd he do to you?

                         VINCENT
               Nothing.  I only met him the one time.

                         MAX
               How can you kill him like that?

                         VINCENT
               I should only kill people after I get
               to know 'em?
                   (off Max's look)
               Six billion people on the planet,
               you're getting bent out of shape
               'cause of one fat guy?

                         MAX
               Who was he?

                         VINCENT
               What do you care?  Ever hear of
               Rwanda?

                         MAX
               Rwanda-Burundi.  Central Africa.

                         VINCENT
               Tens of thousands killed before
               sundown.  Nobody's killed that fast
               since Hiroshima and Nagasaki.  Did you
               bat an eye, Max?  Join Amnesty
               International?  No.
                   (off Max's silence)
               I off one Angeleno, you throw a hissy
               fit...

     Max stops at another RED LIGHT.

                         MAX
               I don't know any Rwandans.

                         VINCENT
               You don't know the guy in the trunk,
               either.
                   (beat)
               If it makes you feel better, he was a
               villain involved in a Continuing
               Criminal Enterprise.

                         MAX
               Oh, it's okay, then.  'Cause you're
               just taking out the garbage...

                         VINCENT
               Yeah, like that...
                   (distracted)
               But, anyway, nobody gets out of this
               alive.  Even if we quit smoking and
               cut out red meat.  Everybody dies.

     Suddenly -- WHOOSH!  A BRILLIANT GLARE OF LIGHT stabs into the
     cab.  Max looks over, horrified to see --

     -- an NYPD CRUISER in the lane next to them. The ROOFTOP LIGHTS
     start revolving.  Max sits frozen at the wheel as the spinning
     colors do a hallucinatory dance throughout the cab.

     TWO UNIFORMED COPS emerge from the patrol car.  Faceless,
     imposing silhouettes.

                         VINCENT (CONT'D)
                   (tight)
               Get rid of 'em.

                         MAX
               How?

                         VINCENT
               You're a cabby.  Like talk yourself
               out of a ticket?

     The cops are now circling to either side of the cab, pulling
     their huge head-buster FLASHLIGHTS.

     IN TIGHT, NERVE-WRACKING ANGLES:

     Vincent eases the briefcase onto his lap.  Pops the latches.

     Max flinches at the sound.  Knowing that's where the gun is.

                         MAX
               Please.  Don't do anything.

                         VINCENT
               Then don't let me get cornered, Max.
               You don't have the trunk space.

                         MAX
               I can't believe this.

                         VINCENT
               Believe it.

     Vincent eases his hand ever so slowly into his briefcase.

                         MAX
               I'll talk to them, I'll talk to them.

                         VINCENT
               Good luck.  You think they got
               families?

     A COP'S HAND descends to the driver's window, raps loudly, GOLD
     WEDDING BAND catching the light as it thunks the glass.

                         VINCENT (CONT'D)
               That one's probably married.  Think of
               his kids.  His wife's pregnant...

                         MAX
               I'll deal with it.  I will, I will...

     A FLASHLIGHT BEAM pops on at the driver's window.  Cop #1
     glaring light onto Max's eyes.

     A SECOND FLASHLIGHT BEAM pops on, this from Cop #2 on the
     passenger side.  Checking out Vincent in the back.  Vincent
     blinks good-naturedly, keeps a bland smile on his face.

                         VINCENT
               Okay, okay.

     Max rolls his window down.  COP #1 leans down, and we see his
     face for the first time.  A beefy-looking Irish guy.

                         COP #1
               License and registration.

     Max pulls them off the visor, hands them over.  The cop examines
     them by flashlight.

                         COP #1 (CONT'D)
               This your current address?

                         MAX
               Yes.

     From the other side of the cab, COP #2 lets out a laugh.  He's
     dark and Italian-looking, young.  He's playing his flashlight
     beam across the seats.  Mustard and mayo everywhere.

                         COP #2
               Wha'd you have, a food fight in here?
               Why don't you clean your seats?

     Max gives Vincent an "I told you so" look in the rearview
     mirror.  Vincent sighs, hating to admit Max was right.

     Cop #2 plays his beam across the cracked windshield and damaged
     hood.  Faint reddish traces in the paint.  His smile fades.

                         COP #2 (CONT'D)
               Is that blood?

                         MAX
               Yeah.  I hit a deer.

                         COP #1
               A deer?

                         MAX
               Comin' over Coldwater.  Goddamn deer
               jumps out in front of me.  You believe
               that?

                         COP #1
                   (indicated Vincent)
               You still carrying passengers?

                         MAX
               I was heading back to my garage.  It's
               on the way.

                         COP #1
               This vehicle's not safe to drive.
               We're gonna have to impound it.  Get
               you towed.  Step away from the vehicle
               and pop the trunk.
                   (swings flashlight beam to
                    Vincent)
               I'm sorry, sir, you'll have to find
               another cab.

                         VINCENT
               Is that necessary, Officer?  I'm just
               a few streets from here.

                         COP #1
               I'm afraid it is.  Please exit the
               cab.
                   (to Max)
               You, too.

     Max hears a SOFT CLICK behind him.  The unmistakable sound of a 
     GUN HAMMER BEING COCKED inside a briefcase. He meets Vincent's
     gaze in the rearview mirror.  A whisper:

                         VINCENT
               You open that trunk, they go in it.

     Behind Vincent, through the rear windshield, we see Cop #2
     moving to the trunk, playing his flashlight across it.

     Max, mouth dry, looks up at Cop #1.

                         MAX
               Come on, it's been a long, shitty day.
               How about a break?  I'll call a tow
               truck myself, I swear.  I won't budge
               from this spot.

                         COP #1
               Save me the grief.  Step out of the
               car, sir, and open the trunk.

     Max tosses a last hopeless look in the rearview.  Vincent's eyes
     are starting at him.  No mercy there.

     Max steps from the car.  As the cop escorts Max toward the rear,
     Vincent smoothly pulls his Sig-Sauer from his briefcase and 
     emerges on the passenger side, gun held tight at his side, a 
     heartbeat away from opening fire...

     ...when suddenly, with a CRACKLE OF STATIC, a PANICKY VOICE
     COMES OVER THE POLICE BAND:

                         POLICE RADIO
               1013, 1013!  Officers need assistance!
               Suspect armed!  Canal and Wooster!

     Cop #2 throws an urgent look to his partner.

                         COP #2
               Six blocks away.

                         COP #1
                   (to Max)
               Know what you are?  Luckiest cabbie in
               LA.

                         COP #2
                   (to Vincent, on the move)
               Sorry for the inconvenience!

                         VINCENT
               That's quite all right, Officer.

     The cops pile into their cruiser and floor it, ENGINE ROARING
     OFF into the night.

     Max and Vincent are left standing there, gazing across the cab
     at each other.

                         VINCENT (CONT'D)
               Breathe.

     Max starts deep-breathing as they get back in the cab...

                                              CUT TO:

     EXT - CONSTRUCTION ZONE - NIGHT

     A blocks-long Gotterdammerung of razed earth, heaped rubble, and
     all-night activity.  GIANT BULLDOZERS are lurching and belching
     smoke; huge EARTH MOVERS are shuttling debris from

     here to there; CRANES are swinging steel beams skyward.  WORKERS
     are jackhammering, hollering, swearing.  LONG SHOWERS OF WELDING
     SPARKS are lighting up the night.  CLOUDS OF DUST are kicking
     up, carried on the wind before awesome, stories-tall WORK LIGHT
     GANTRIES.  All in all, a surreal setting.

     LONG LENS

     finds a HEAVYSET MAN IN A RUMPLED SUIT conversing with a GROUP
     OF WORKERS.  There's a lot of gesturing and hand-waving,
     everybody shouting to be heard.

     The group disperses.  The HEAVYSET MAN turns, walking alone
     across the construction site toward the periphery...

                         VINCENT
               Jesus.  Another fat guy.

     INT - CAB - NIGHT

     Max and Vincent.  Watching.  Vincent lowers a tiny pair of
     BINOCULARS from his eyes.  The NOISE here is deafening.

                         VINCENT
               Don't these people ever exercise?

     The Heavyset Man exits the construction zone through a gated
     chain link fence, emerging half a block behind the cab.  The man
     vanishes behind some trucks parked back there...

     ...and Vincent shifts across to the driver's side, looking back,
     trying to pick up a visual again.  Max dips his head, watching
     in the sideview mirror, his heart in his throat...

     ...and the Heavyset Man reappears, emerging from behind the
     trucks through a row of Port-A-San chemical toilets.  He heads
     across the street to a half-completed building -- eight stories
     of bare concrete frame with open floors, possible a parking
     structure for this massive redevelopment.

     The Heavyset Man steps onto an open steel-cage construction
     elevator and hits a button.  The elevator rises, climbing the
     outside of the half-completed building.

     The elevator stops on the fourth level.  The Heavyset Man gets
     off, disappearing into darkness.  There's the dimmest glow of a
     worklight up there.  Probably a temporary office.

     Max flinches as he hears the LATCHES POP on Vincent's briefcase.
     He turns, almost afraid to look.  Vincent has just pulled out a
     chrome .357 Smith & Wesson J-frame revolver.  The gun is almost
     absurdly small.

                         VINCENT (CONT'D)
                   (catches Max's look)
               What are you lookin' at?

     Moving with that unnerving sleight-of-hand precision, Vincent
     pops five rounds into the gun with a speed-loader.  He pockets
     another speed-loader as backup, latches the briefcase.

                         VINCENT (CONT'D)
               Hands on the wheel.  Ten and two
               o'clock, like they taught you in
               driver's ed.

                         MAX
               Why?

                         VINCENT
               Because I have a gun and I say so.

     Max grips the steering wheel.  Vincent gets out, opens Max's
     door.  He grabs the roll of duct tape, glances at the mess,
     gives Max a wry look...

                         VINCENT (CONT'D)
               This cab's a disgrace.  No wonder the
               cops pulled you over.

     ...and proceeds quickly and efficiently to duct tape Max's hands
     to the steering wheel, winding it tight.

     No sooner is the task complete than:

                         DISPATCH RADIO (FILTERED)
               Max?  Max?  You out there, you son of
               a bitch?

     Vincent looks to Max, blinks.

                         VINCENT
               Who's that?

                         MAX
               Lenny, my dispatcher.

                         LENNY (FILTERED)
               I know you're out there!  Answer the
               goddamn call!

                         VINCENT
               What happens if you don't?

                         MAX
               He'll keep calling.

                         LENNY (FILTERED)
               Max!  Dammit!  Answer!

     Vincent reaches across Max, pulls the mike off the dash, holds
     it up to Max's mouth.

                         VINCENT
               Don't blow it.

     Max nods.  Vincent thumbs the toggle.

                         MAX
               Uh, yeah?  Lenny?  It's me.

                         LENNY (FILTERED)
               I just got off the phone with the
               cops.  They called to check you
               brought the cab in...

     Silence as Lenny waits for a reaction.  Max and Vincent trade a
     Vincent shrugs, thumbs the toggle.  Say something.

                         MAX
               Yeah?  So?

                         LENNY (FILTERED)
               So? Aside from I hate talking to
               cops, they tell me you crashed the
               shit out of it.

                         MAX
               It got crashed!  I didn't...

                         LENNY (FILTERED)
               I give a shit whose fault it was,
               you're payin'!

                         VINCENT
               It was an accident.  You're not
               liable.  Tell him.

                         MAX
               It was an accident.  I'm not liable.

                         LENNY (FILTERED)
               I'm making you liable!  It's all
               comin' outta your goddamn pocket...

     Vincent stares at at Max, expecting him to respond.

                         VINCENT
               Don't take that.  Tell him to shut the
               fuck up.

                         MAX
               I can't do that.  He's the Man.  He'll
               fire my ass.

                         VINCENT
               So what?

                         MAX
               I need the job.

                         VINCENT
               No you don't.

                         LENNY (FILTERED)
               Max?  Max?  You still there?  I'm
               talking to you!

     Vincent abruptly puts the mike to his mouth, thumbs the toggle.

                         VINCENT
               He's not paying you one cent!

                         LENNY (FILTERED)
               Who the hell is this?

     Vincent glances up, tilts the visor down to see Annie's business
     card.

                         VINCENT
               Vincent Farrell, Assistant U.S.
               Attorney.  A passenger in this
               taxicab, and I'm reporting you to the
               DMV...

                         LENNY (FILTERED)
                   (beat)
               Let's not get excited, sir.

                         VINCENT
               How am I supposed to not get excited,
               listening to you trying to extort your
               employee, you sarcastic prick?

                         LENNY (FILTERED)
               I was just tryin' to...to...

                         VINCENT
               Tell it to Max.
                   (shifts the mike)
               Tell him he's an asshole.

                         MAX
                   (hesitates)
               Lenny?  You're an asshole.

                         VINCENT
               Tell him next time he pulls any shit,
               you're gonna kick his fat ass.

                         MAX
               Next time you pull any shit, I'm gonna
               kick your fat ass.

     Vincent clicks off, hangs up the mike.  Looks at Max.

     Beat. Max nods.

                         VINCENT
                   (smiles)
               Don't wait up, hon.  I gotta work
               late.

     He grabs the ignition keys, shuts Max's door, strolls away.

     Max watches in the sideview mirror as Vincent vanishes into
     darkness toward the half-completed building.

     Max is left alone, trapped in his own cab.

     He looks around.  The cab is parked at the periphery of the
     construction zone on this otherwise dark and eerily deserted
     street.  Some trucks nearby, a skip-loader, some more rows of
     chemical toilets, pallets of sheetrock, but that's about it.

     Max jerks and strains against the duct tape, trying to free his
     hands.  He gives up, breathing hard.

     He glances in the sideview, wondering where Vincent is,
     straining for a glimpse.

     Nothing.  Just darkness back there...

     ...except the construction elevator starts descending, Vincent
     has pressed the call button.

     Mind racing, Max looks to the construction site.  There's over a
     hundred guys out there, all within shouting distance.

                         MAX
               HEY!  HEY!  OVER HERE!  I'M IN THE
               CAB!  HEY!  HELP!

     Way too much noise for anybody to hear.  Screaming now at the
     top of his lungs:

                         MAX (CONT'D)
               HELP!  GODDAMN IT!  THERE'S A MAN WITH
               A GUN!  HE'S GONNA KILL SOMEBODY!

     The work continues unabated.  Max glances in the sideview
     again...

     ...and sees the construction elevator now rising, slowly
     climbing floors.  Vincent's on his way up.

     Max thrashes wildly against the duct tape, screaming with
     frustration.  He starts head-butting the car-horn...

     BEEEEEP!  BEEP-BEEEEEEEEP!  BEEEEEP!  BEEP-BEEP-BEEEEEEEEEP!

     He raises his head, checking the construction site.  Life goes
     on.  Bulldozers keep chugging.

                         MAX (CONT'D)
               Oh, fuck me.

     He shifts low on the seat, getting his knee under the dashboard.
     He slams his knee up, hitting the RED EMERGENCY LIGHT BUTTON
     concealed there.  EMERGENCY STROBES START FLASHING at the front
     and rear of the car, lighting up the street...

     ...and still nobody notices.

                         MAX (CONT'D)
               GODDAMN IT, I'M FLASHING LIKE STUDIO
               54 OVER HERE!

     He throws a look to the sideview mirror, sweaty and tense,
     knowing he's out of time.

     THE SIDEVIEW MIRROR

     PUSHING IN SLOWLY on Max's reflected eyes.  Seconds ticking
     breathlessly away...

     ...and ANGLE SHIFTS in the mirror, leaving Max's eyes and
     bringing the half-completed building into view, becoming Max's
     POV of it.  All the construction sounds seem to drain away,
     becoming a faint background hum...

     ...all we really hear now is Max's breathing...

     ...and a MUZZLE FLASH lights up the fourth floor like a
     flashbulb going off, throwing concrete columns into stark
     relief.  A SECOND FLASH...then nothing.  Just darkness.

     MAX

     gazes into the sideview mirror.  Stunned.  Knowing he's just
     witnessed another murder.

     He slowly becomes aware of VOICES.  He looks up and sees:

     TEENAGERS.  White kids.  Four of them.  Coming up the street,
     approaching from the front of the cab, shielding their eyes
     against the flashing strobes.  Noticing him there.

                         MAX (CONT'D)
               Oh.  Oh, thank God, hey!  Hey, guys,
               hey, help me out here!

                         KID #1
               Yo, whassup?

                         MAX
                   (fast, stumbling)
               I got my, my hands taped to the
               steering wheel here, there's this guy,
               he taped me in the car, he's back
               there somewhere.


                         KID #2
               You all trapped in there and shit?

                         MAX
               ...yeah, he's coming back soon, get me
               loose so I can call the cops...

     Kid #2 whispers quickly in Kid #1's ear.  Kid #1 nods...and 
     stuns Max by pulling a cheap .38 and pointing it at him.

                         KID #1
               Fuck that, man, gimme your wallet.

     The other kids scatter, encircling the cab to steal the hubcaps.
     Utter disbelief from Max:

                         MAX
               You're kidding me.

                         KID #1
               I'll fuck you up, you don't hand it
               over.

                         MAX
                   (beat)
               My hands are taped to the fucking 
               steering wheel!

     It takes a moment for the kid to process this.  He steps to the
     window, presses the grimy two-inch muzzle against Max's cheek.
     It's utterly terrifying, everything happening fast:

                         MAX (CONT'D)
               ...oh God, don't shoot me...

                         KID #1
               ...show me the wallet, man, get your
               ass up, up...

     Max pulls himself up by the steering wheel, trying to get his
     butt off the seat to give the kid access.  The kid gropes for
     Max's back pocket, trying to get the wallet, pressing the gun to
     his face, the other kids swarming past him...

                         KID #3
               ...got the hubcaps, man, c'mon...

     The other kids race on ahead, vanishing in the night.  Kid #1
     pulls Max's wallet, pockets it...

     ...and pauses, seeing Vincent's briefcase on the back seat.

     The kid yanks open the back door, grabs the briefcase, and takes
     off after his friends.

     Max is gasping, shaken.  He can't believe what just happened.
     He looks in the sideview mirror...

     SIDEVIEW MIRROR

     ...and sees the reflection of Kid #1 sauntering off, cocky as
     hell, about to vanish into the night...

     ...when a shadow detaches from the darkness and steps forward,
     arm raised.  BOOOM!  A MUZZLE FLASH TWO FEET LONG and a SOUND
     LIKE A CANNON.  It's a very large bullet coming out of a very
     small gun.  The kid flops to the ground like a rag doll.

     Vincent moves into the light, crouches next to the kid.  He
     rifles the kid's pockets, retrieves the briefcase, then rises
     and walks toward the cab, disappearing from the reflection in
     the sideview mirror...

     MAX

     is frozen in utter horror.  Waiting.  The front passenger door
     opens.  Vincent gets in next to Max, hefts his briefcase into
     the back seat.

     Vincent sits for a long moment, staring off, not even looking at
     Max.  Maybe ready to kill him.

     Vincent finally sighs, raises something into view.  Max's
     wallet.  He tosses it in Max's lap.  Softly:

                         VINCENT
               Some people have no respect for other
               people's property.

     He reaches to his belt, pulls something else.  He twirls his
     hand fast, CLICK-CLACKING it open for Max to see: a BUTTERFLY
     KNIFE, blade gleaming and razor-sharp...

                         VINCENT (CONT'D)
                   (quietly)
               I had no idea these cabs came equipped
               with emergency strobes.
                   (beat)
               Where's the button?  Under the dash?

                         MAX
                   (dry whisper)
               Yeah.

     Vincent leans over and slices the duct tape, freeing Max's
     hands.  Beat.

                         VINCENT
               You mind turning it off?

     Max doesn't move for a moment, then reaches under the dash and
     turns off the strobes.

                                              TIMECUT:

     Vincent's riding in back again.  Max is driving away from the
     construction site.  Through the back window, we see the dead kid
     receding behind them.

     Vincent looks drained, but Max is positively shell-shocked.
     They both stare ahead, neither saying a word...until softly:

                         VINCENT (CONT'D)
               Another collateral.

                         MAX
               What?

                         VINCENT
               Collateral damage.

                         MAX
               I don't understand...

                         VINCENT
               People in the wrong place at the wrong
               time.  Draws attention, which is
               something you avoid in my line of
               work.
                   (meets Max's gaze)
               And for you? You attract attention,
               you're gonna get people killed who
               don't need to be.

     A stretch of silence, then softly:

                         MAX
               Vincent?

                         VINCENT
               Yes, Max?

                         MAX
               Am I collateral?

     Pause.  A long one.

                         VINCENT
               I haven't decided.

     Max is silent.  Absorbing this.  Vincent checks his watch,
     trying to shake their mood off:

                         VINCENT (CONT'D)
               But, hey, some good news.  This last
               one put me way ahead of schedule.
               We've actually got some time to kill.
                   (thinks a moment)
               Jazz?  You like jazz?

                         MAX
               I'm...what?  Sorry?

                         VINCENT
               Jazz.  Music.

                         MAX
               I listen to classical.

                         VINCENT
               Friend of mine told me about this
               great place in South Central.  Says
               it's like the birthplace of West Coast
               bebop.  Bird.  Dexter Gordon.
               Thelonious Monk.  Chet Baker.
                   (off Max's look)
               I'll buy you a drink.  Expand your
               horizons...

                                              CUT TO:

     EXT - ALLEY - NIGHT

     A crime scene.  COPS and FORENSIC TECHNICIANS.  In the midst of
     it all is:

     Phil Heller.  We had no way of knowing before, but we now
     realize he's a plainclothes detective.  We find him conferring
     with his superior, WALT MULDOON, 50-ish, a rumpled little
     Irishman also in plainclothes:

                         MULDOON
               ...this snitch of yours, what's his
               name, Ivan?

                         HELLER
               Ivan Petrov.  Supposed to meet me for
               dinner, never shows up.  I come here,
               find this.

                         MULDOON
               You guys been holding hands?

                         HELLER
               Months now.  He's been feeding me
               information on Dmitri.

                         MULDOON
               Dmitri Gusunov? What the fuck, why?
               Forget about Dimitri, Feds are all over
               him.  They're a heartbeat away from
               taking him down.  Word's gone out,
               they don't want us anywhere near
               him...

                         HELLER
               Oh, we working for the Feds now?
                   (points up)
               If my snitch flew out a window, he's
               got Dmitri's handprints on his ass.
               That makes it homicide, that makes it
               ours.

                         MULDOON
                   (as if to a child)
               What homicide?  Phil.  Where's a body?
               Look.  All we got is glass...

     He spreads his hands at the alley floor in a gesture that says
     "show me something besides glass."

                         FEMALE TECH (O.S.)
               We got blood...

     They turn.  A FEMALE TECH is examining the alley floor with a
     handheld BLACKLIGHT WAND, picking out dark, brackish swirls in
     the disgusting, guttery water.

                         FEMALE TECH (CONT'D)
               ...diluted with water and gunk, but
               it's blood.

                         MALE TECH
               I got a splatter pattern over here...

     SHINING FLASHLIGHTS pick out blood on the alley wall.  Heller
     steps to where the cab was parked, stands in the middle of the
     blank spot surrounded by the glass, points down:

                         HELLER
               There was a car here, you can see
               where the glass came down all around
               it.  Ivan flew out the window and went
               bam.

                         MULDOON
               He could'a been depressed.  It still
               doesn't tell me homicide.

                         PLAINCLOTHES COP (O.S.)
                   (from above)
               Phil!  Catch!

     They glance up.  A PLAINCLOTHES COP is leaning out Ivan's broken
     window, dangling a clear plastic baggy.  He drops it.  It comes
     sailing down six floors...

     ...right into Heller's grasp.  He glances down at it, then
     dangles it in front of Muldoon's face...

     TIGHT ON MULDOON

     ...revealing two spent 9mm cartridges in the bag.

                         MULDOON
                   (turns)
               Okay, we got a homicide!  Who's got
               what?  We been knocking on doors?

                         COP (O.S.)
               Sir!

     Heller and Muldoon turn as TWO UNIFORMED COPS approach from the
     street.  The first cop, black, middle-aged, has his little
     notebook out.  He gestures over his shoulder:

                         COP (CONT'D)
               Old guy across the street, lives above
               the deli?  Says he saw a car parked
               here earlier tonight.  Said there were
               two men working under the hood.

                         HELLER
               Now we're getting somewhere.  He
               describe the car?

                         COP
               Yes, sir.  Late model Ford Crown Vic.
               Yellow.
                   (off Heller's look)
               It was a taxi cab.

     Suppressing a smile, the cop tears the page from his little
     notebook, hands it to Heller.  We hear STIFLED LAUGHTER in the
     alley...

                         MULDOON
               A yellow cab in New York.  By all
               means, let's put out an APB.

     ...and the LAUGHTER GROWS.  Instead of it bothering him, Heller
     takes a thoughtful beat, walks from the alley...

     STREET IN FRONT OF THE BUILDING

     ...and pauses at an unmarked car, staring at the small notebook
     page.  Muldoon comes up questioningly behind him.

                         HELLER
               Remember that thing a few years back?
               That thing with the cab?

                         MULDOON
               What thing?

                         HELLER
               Cabbie drove around all night.  Three
               people got killed.

                         MULDOON
               Oh, right.  The guy flipped out or
               something?  Killed some people, then
               put a gun to his own head?

                         HELLER
                   (nods)
               They found him dead in his own cab
               down by the Port Authority.

                         MULDOON
               So?  It was a random thing.

                         HELLER
               I never bought that.

                         MULDOON
               Oh?

                         HELLER
               Cabbie had no criminal record, no
               history of mental illness.  Suddenly,
               he just wigs out and pops three
               people, then himself?  Plus the
               victims weren't random solid citizens.
               They were all lowlives.  Wiseguys.
                   (off Muldoon's look)
               I've always wondered if there was
               someone else in the cab.

                                              CUT TO:

     INT - "DANIEL'S" - JAZZ CLUB - NIGHT

     Dark and smoky, with history soaked into the walls.  As Vincent
     said, "the real deal."  A BLACK MAN in his mid-50's, DANIEL, is
     blowing trumpet onstage with a JAZZ COMBO.

     CUSTOMERS are clustered at small tables or crammed into curved
     leather booths.  The walls are lined with old PLAYBILLS and
     FRAMED PHOTOs of jazz greats.

     At one of the booths, we find Vincent and Max.  Vincent's
     enjoying his whiskey sour, while Max is barely touching his.
     Vincent's caught up, reveling in the music:

                         VINCENT
               ...see now, this has got a little post-
               war flavor, a little Miles thing
               happening.  Awesome.
                   (looks to Max)
               What do you think?

                         MAX
               I never learned jazz.

                         VINCENT
               God, are you always this prosaic?  You
               don't learn jazz, it's not something
               you're taught. It's like breathing,
               like life.  Like us, tonight, taking
               what comes and going with the flow.

                         MAX
               That what we're doing?  Flowing?

                         VINCENT
               Damn right.  Instinct, man.  If you
               think too much, it doesn't work.
                   (points to stage)
               Just listen...

                         MAX
               I'm not catching a melody.

                         VINCENT
               That's the point.  You play between
               the notes, you dance around the
               structure, you improvise.
                   (beat)
               Some people know where they're going
               to be ten years from now.  Same job,
               same neighbors, same shit over and
               over.  That's not living.  That's
               dying a little every day.  Not me,
               pal.  It's not knowing what's around
               the corner that makes like worth
               living.  That's jazz.
                   (points to Daniel)
               That guy up there, he knows what I'm
               talking about.  Hell, it's the same
               thing he's talking about, if you just
               open your ears.  You can hear it in
               the conversation he's having with that
               trumpet...

     The WAITRESS arrives, a heavy black woman with a tray of drinks:

                         WAITRESS
               'Nothing whiskey sour, hon?

                         VINCENT
               And one for my friend.
                   (indicates stage)
               Say, who is that guy up there?

                         WAITRESS
               That's Daniel, baby, he's the owner.

                         VINCENT
               He's bringing tears to my eyes.
               Seriously, I gotta buy him a drink.
               Invite him over after his set, would
               you be so kind?

                         WAITRESS
               Sure thing, darlin'...

     Vincent gives her a radiant smile and tucks a twenty dollars bill
     into her apron as she leaves...

                                              TIMECUT:

     ...and we find Daniel sharing a bottle with Vincent and Max a
     few hours later, the place now closed.  Just the three of them.

                         DANIEL
               ...I was just a young cat back then,
               about nineteen, bussin' tables in this
               very place.  Didn't pay but shit, but
               that wasn't the point.  Being around
               the music, that was the thing.  And I
               was.  Take this one night...July 22,
               1964...who walks in?  Mr. Louis
               Armstrong.

                         VINCENT
               You're kidding me.

                         DANIEL
               Right through those doors.  The man
               himself.

                         VINCENT
               Jesus...

                         DANIEL
               He'd come over from Queens to do the
               Ed Sullivan show.  After, he decides
               to come on up to Harlem and hang with
               the common folk.  That's how he was,
               you see.  Never forgot
               where he came from.  Money and fame
               an' all that?  Meant nothin', long as
               he could blow that horn.  So before
               you it, he's up on that stage,
               doin' his thing.

                         VINCENT
               Was it great?  Better than great, it
               had to be...

                         DANIEL
               Like Winton Marsalis says, it was
               pure, spiritual essence.  Louis was
               playing.  God was smiling.

                         VINCENT
               You heard Armstrong play live.  I've
               never been this jealous.  You get to
               talk to him?

                         DANIEL
               Did better'n that.

     Vincent gives him a questioning look.  Daniel smiles, raises his
     hands, mimes blowing a trumpet.

                         VINCENT
               No.

                         DANIEL
               Oh, my, yes.

                         VINCENT
               Get outta here!  You and Louis?

                         DANIEL
               Fella owned this place back then, Dix
               Dwyer, he let slip to Louis that I
               played.  So Pops, he just waves me
               right up.  My heart about stopped.
               But I got up there all the same, and
               we played for nearly twenty minutes.

                         VINCENT
               Unbelievable...
                   (to Max)
               ...you hearing this?  Unbelievable.

     Max is being drawn into the story in spite of himself.

                         MAX
               How'd you do?

                         DANIEL
               How do you think?  You ain't shit when
               you playing next to Louis Armstrong.
               But, Dippermouth, he was kind.  He
               could see me trying.  He carried my
               ass as best he could.

                         VINCENT
               Remember what you played?

                         DANIEL
               Most vividly.
                   (ticking them off)
               "St. Louis Blues," "Potato Head
               Blues," "Sleepy Time Down South..."
                   (laughs)
               ...then Pops laid some "Cornet Chop
               Suey" on me, and left me in the dust
               like a whipped dog.

                         VINCENT
               The crowd had to dig it.

                         DANIEL
                   (smiles, nods)
               The crowd was most kind.
                   (beat)
               I was born in 1945, but my life began
               the night of July 22, 1964.  That was
               the moment of my conception.  Right
               here in this very room.

     Daniel picks up the bottle to freshen up their drinks...

                         VINCENT
               That's a great story.  I'll have to
               tell Dmitri that story.

     ...and Daniel's hand freezes just as he's about to pour.  He
     glances up at Vincent.

                         DANIEL
               You know Dmitri?

                         VINCENT
                   (softly)
               'Fraid so.

     Max is glancing from one to the other, unsure what's going on.
     Realizing it isn't good.

                         DANIEL
               And here I was thinking you were such
               a nice guy.

                         VINCENT
               I am a nice guy, Daniel.  With a job
               to do.  You know how it is.

     There's genuine respect in Vincent's tone.  Max feels his heart
     pounding, but manages to keep his voice steady:

                         MAX
               Let him go, Vincent.

                         VINCENT
               You mind?  I'm working here.

                         MAX
               You're the one who keeps talking about
               going with the flow.  You like the
               man, you like the way he plays.  How
               about a little jazz, huh?

                         VINCENT
               Jazz?  That's funny, coming from you.
                   (thinks about it, looks to
                    Daniel)
               Okay, some jazz for the jazz man.
               How's this?  I'll ask a question.

                         DANIEL
               What kind of question?

                         VINCENT
               Jazz question.  What other kind is
               there?  You get it right, we roll with
               it.  You disappear.  Tonight.  You
               don't go home, you don't pack a bag,
               you just leave town...and nobody, I
               mean nobody, ever hears from you or
               sees you again.

                         DANIEL
               How do I know you'll keep your word?

                         VINCENT
               I never lie.  Ask Max.  Max, have I
               lied yet?

     Daniel looks to Max.  Hope, fear, and desperation in the older
     man's face.

                         MAX
               No.  He hasn't lied yet.

     Daniel absorbs this, looks back to Vincent.

                         DANIEL
               I know Dmitri.  I know for something
               like this, he'd hire the best.  Which
               means you're a man who gets by on his
               reputation.
                   (beat)
               I'll take your word.  And I'll give
               you mine.  If I walk out of here
               tonight, I'd go so far away, it'd be
               just like I was dead.

     Vincent nods.  We have a deal.  He eases his J-frame out, lays
     it gently on the table, fingers resting lightly near the grip.
     Max eyes the gun, his heart in his throat.

                         DANIEL (CONT'D)
               One more thing.
                   (beat)
               If by some chance I get this
               wrong...tell Dmitri I'm sorry.

                         VINCENT
               Of course.

     Daniel pours himself that drink.  He lifts his shot glass, hand
     trembling slightly, knocks it back.  Sets the glass down.

                         DANIEL
               Lay it on me.

                         VINCENT
               It's simple.  What was your pal Louis'
               first musical instrument?

                         DANIEL
               I know the answer.  I know all there
               is to know about Louis.

                         VINCENT
               Then let's have it.

     Daniel hesitates.

                         MAX
                   (blurts out)
               It was a trumpet!  Wasn't it?  Wasn't
               it a trumpet?

     Daniel shakes his head.

                         DANIEL
               Coronet.  Bought it from a New Orleans
               pawnshop when he was a kid.  Cost him
               five dollars.  Got a two dollar
               advance on his salary from a fine
               Jewish family he worked for, saved up
               the rest.

     A frozen moment.  An endless pause.  Max not even breathing,
     just staring at Vincent, waiting...

     ...a beat of regret from Vincent...

     ...and Vincent jerks the gun up so fast Max doesn't even see it
     happening -- there's just an ENORMOUS MUZZLE FLASH and a SOUND 
     LIKE A CANNON. Daniel's head snaps back, recoiling.  He goes
     face-first onto the table, leaving a red mist of blood swirling
     in the air.

     Max is stunned beyond words or thought, half-deaf from the
     concussive blast of the J-frame at such close quarters.

     Silence now.  Blood spreading slowly across the table.  Softly:

                         VINCENT
               It was a little tin horn.  The kind
               people celebrate with.  It cost him a
               dime.  He'd ride around on the junk
               wagon owned by that nice Jewish family
               and play for the neighborhood.  People
               would come out and sell them stuff.
               Rags.  Bottles.  Whatever.

     Max sits frozen, unable to move...

                                               CUT TO:

     EXT - ALLEY BEHIND JAZZ CLUB - NIGHT

     ...and they exit the club.  Vincent heads for the cab, turns and
     sees Max just standing there.  Shell-shocked, dazed.

                         VINCENT
               Let's go.

                         MAX
               No.

                         VINCENT
               What you mean, no?

                         MAX
               I'm done.  Find another cab.

     Max turns, walking slowly away.  Vincent just blinks at him,
     almost laughs.

                         VINCENT
               Max?  What are you doing?

                         MAX
               Leave me alone.

                         VINCENT
               Don't even think you're walking away
               from me.

                         MAX
                   (shouting)
               I don't wanna know you!

     Vincent catches up to him, grabs the back of his collar, slams
     him against the wall.  Their faces inches apart.

                         VINCENT
               Pull your head out of your ass.  Get
               your thinking straight.  You wanna
               die?

                         MAX
               I'm collateral anyway, so just fucking
               do it and stop making me a part of
               this!

                         VINCENT
               Teach him how to talk back, suddenly
               he can't stop.
                   (low, threatening)
               I'm not playing.

                         MAX
               Sure?  Like you didn't play him?
               String him along?
                   (off Vincent's look)
               If he had gotten the answer right,
               would you have let him go?

     The question hangs in the air.  Before Vincent can answer, the
     DISPATCH RADIO CRACKLES:

                         LENNY (FILTERED)
               Max?  Maaax.  Pick up, dipshit.

                         VINCENT
               Jesus, what is with this guy?

                         LENNY (FILTERED)
               Maaaaaax!

     Vincent spins Max, controls him, almost breaking his neck, as he
     propels him to the cab, slams him against the fender.

     Then Vincent releases him, points at him.  Don't move.  He
     reaches into the cab, pulls out the radio mike, clicks it on.

                         VINCENT
               You hassling my driver again?

                         LENNY
               Who is this?

                         VINCENT
               Same fare you talked to last time.
               The U.S. Attorney...

                         LENNY (FILTERED)
               What are you guys, taking an all-night
               tour?

                         VINCENT
               We're gay lovers, what's it to you?

                         LENNY (FILTERED)
               Nothin'!  Aside from Max's mother
               driving me crazy, I'm dancin' on a
               rainbow!  Get him on the line, please.

                         VINCENT
               Hang on.
                   (to Max)
               Carefully...

     Max takes the hand mike, clicks it on.

                         MAX
               Yeah?

                         LENNY (FILTERED)
               Where you been the last two hours?
               Your mother's been calling every ten
               minutes whining about how you didn't
               show up.

                         VINCENT
                   (whispers)
               Show up for what?

                         MAX
                   (ignoring him)
               Tell her I can't see her tonight,
               okay?

                         LENNY (FILTERED)
               What am I, related to you?  Tell her
               yourself!  I can't get calls from her
               all night!

     Lenny CLICKS OFF.  Dead air.

                         VINCENT
               Show up for what?

                         MAX
               She's in the hospital.

                         VINCENT
               You go every night?

                         MAX
               What difference does it make?

                         VINCENT
               Guy with a routine goes and breaks it?
               Provokes attention.  That's bad.  And
               that's not good...

                         MAX
               There's no way I'm taking you to see
               my mother!

     Vincent yanks his J-frame, jams it to Max's head.

                         VINCENT
               And since when did any of this become
               a negotiation?

                                               CUT TO:

     INT - BELLEVUE HOSPITAL - ENTRANCE - NIGHT

     Stark corridors, queasy fluorescent lighting, PATIENTS and STAFF
     MEMBERS.  A row of INJURED PEOPLE are seated along one wall,
     waiting for attention.

     The AUTOMATIC DOORS swing open.  Max and Vincent enter, the
     briefcase held at Vincent's side.  They proceed up the corridor,
     pausing as:

                         VINCENT
               Flowers?

     Max turns, sees a row of FLOWER BOUQUETS at the gift counter.

                         MAX
               Waste of money.  Won't mean anything
               to her.

     Vincent pulls an arrangement, tosses the flowers to Max, pulls
     his wallet to pay.

                         VINCENT
               She carried you in her womb for nine
               months.

     INT - HOSPITAL HALLWAY - NIGHT

     The elevator arrives.  Vincent and Max get on.  Vincent presses
     the button and the doors start to close...

                         MAN'S VOICE
               Hold, please...

     Vincent puts his hand out, stopping the doors.  A MAN gets on
     the elevator with them...

     IN THE ELEVATOR

     ...and turns around.  Detective Phil Heller.

                         VINCENT
               Floor?

                         HELLER
               Nine.  Thanks.

     Vincent hits the button.  The doors close.

     The three of them rise up in that awkward silence you only ever
     experience with strangers in elevators.  Heller barely even
     takes notice of Max at the back of the elevator.  He glances to
     Vincent, nods.

                         VINCENT
               Having a good night?

                         HELLER
               Mezzo-mezzo.  You?

     Vincent nods.  Making do.  The elevator stops.  Vincent and Max
     get off.  Heller continues riding up alone...

     INT - NINTH FLOOR HOSPITAL CORRIDOR - NIGHT

     ...and Heller gets off the elevator, heading down the hallway
     toward a reception window marked "MORGUE."

     INT - HOSPITAL ROOM - LOWER FLOOR - NIGHT

     Max enters with the flowers.  Vincent appears behind him,
     hovering in the doorway.  Max moves toward the bed...

     ...where IDA RILKE lies hooked up to a heart monitor, a clear
     plastic oxygen mask over her mouth.  She opens her eyes.

                         MAX
               Hi, Ma.

                         IDA
               I've been calling and calling.

                         MAX
               I got caught up at work.

                         IDA
               You couldn't pick up a phone?  I'm
               lying here, wondering if something
               horrible happened...

                         MAX
                   (cuts her off)
               I brought you flowers.

                         IDA
               What am I gonna do with flowers?

                         MAX
               You're gonna cheer up.

                         IDA
               By worrying about you spending money
               on foolish things?  So I can watch
               them wilt?

                         MAX
               He paid for 'em.

     She looks past Max, sees Vincent standing at the door in his
     nice suit.  She ditches the oxygen mask, sits up straighter,
     starts touching up her hair with her fingertips.

                         IDA
               Why didn't you tell me we had company?
                   (to Vincent)
               And what's your name?

                         VINCENT
               No harm done, ma'am.

     She takes the flowers from Max, making a fuss over them:

                         IDA
               You paid for my flowers?  They're
               beautiful.  Max, you gonna introduce
               us?

                         MAX
               Mom, Vincent.  Vincent, my mother, Ida
               Rilke.

     Vincent sets his briefcase by the door, approaches the bed,
     offers his hand.  She takes it, all flirty and girlish.

                         VINCENT
               Happy to meet you, Mrs. Rilke.

                         IDA
               Oh, call me Ida.  To what do we owe the
               pleasure?

     Vincent sits in the chair at bedside.

                         VINCENT
               I was with Max when he got the call.

                         IDA
               And you came all the way down here to
               see me?

                         VINCENT
               It's nothing.

                         IDA
               Tell my son.  You have to hold a gun
               to his head to get him to come see me.

                         VINCENT
               Tell me about it.

     Vincent leans in to help her adjust her pillows, fluffing them
     for her.

                         IDA
               You dress nice, you speak nice.  You
               must be a very important client of
               Max's.

     That catches Vincent slightly off guard.  He glances to Max.

                         VINCENT
               Client?  I like to think of myself as
               more of a friend.  A mentor.

                         IDA
               Max never had many friends.  So much
               with the piano.  Always keeping to
               himself, it's unhealthy...

                         MAX
               I'm...in...the...room, here.  Don't
               talk about me like I'm not in the
               room.

                         IDA
                   (to Vincent)
               What's he sayin'?

                         MAX
               I'm standing right here.

                         IDA
               Yesss, you are.
                   (right back to Vincent)
               He's artistic.

                         VINCENT
               I'm sure you're very proud of Max.

                         IDA
                   (directed at Max)
               Of course I'm proud.  You know he
               started with nothing?  Look at him
               today.  Playing concerts.

     Vincent looks to Max.  Intrigued.  Sees him squirming.

                         MAX
               Mom, Vincent's not interested.

                         VINCENT
               Oh, I'm captivated.

                         IDA
               His limousines, his company.

     Max returns Vincent's stare with a quiet, pleading look.

                         VINCENT
               Quite an achievement...

                         IDA
               What's your name?

                         VINCENT
               Vincent...

     The moment passes.  Max heads for the door.

                         MAX
               I came to see you, you look fine.  We
               gotta go.

                         IDA
               Vincent.  It was nice to meet you.
               Visit again?

                         VINCENT
               I'm in town for a short time.

                         IDA
               Try?

                         VINCENT
               Of course!

     He turns to find Max gone.  He looks down, eyes widening.

     So is the briefcase.

     Vincent races out into...

     THE HALLWAY

     ...and spins around, frantically trying to see where Max went.
     Nothing but a FEW PATIENTS and HOSPITAL STAFF...

     ...and a door marked "STAIRS" swinging shut at the end of the 
     hallway. He runs in that direction...

     HOSPITAL STAIRWELL

     Vincent bursts through the door into the stairwell, hearing
     RUNNING FOOTSTEPS below.  He peers over the railing...

     ...and sees Max three flights down.  Max freezes, looking up,
     clutching the briefcase.  A moment of eye contact...

                         VINCENT (CONT'D)
               You take one more step, I'll kill her.

                         MAX
               You'd do her a favor.

     ...and Max keeps going, vanishing from view.  Vincent takes off
     after him, plunging down the stairs at breakneck speed...

                         VINCENT
               I'll tell her the truth!

     MOVING WITH MAX

     careening dizzily down the steps with the briefcase, hurtling
     from one landing to the next, FOOTSTEPS ECHOING on concrete.

     MOVING WITH VINCENT

     racing down the steps like a madman, yanking his Sig-Sauer from
     under his jacket...

     INT - HOSPITAL LAUNDRY - NIGHT

     Max comes through the stairway door, racing like crazy along a
     row of HUGE ROARING INDUSTRIAL WASHERS, trying to make it to the
     EXIT DOOR at the far end...

     ...and Vincent bursts from the stairwell in pursuit, pausing to
     whip his Sig-Sauer up in a two-handed grip, activating the laser
     sight, aiming down the length of the laundry room...

     ...just as Max vanishes through the exit room at the far end.

                         VINCENT
               Shit!

     EXT - HOSPITAL/F.D.R. DRIVE - NIGHT

     Max reaches out the back of the hospital, which faces F.D.R.
     Drive.  Beyond that, the East River.

     Max reaches the guard rail above the highway, breathing hard.

     It's a fifteen foot drop down to the traffic lanes.  FAST
     TRAFFIC RAGING in both directions.

     Max looks back, sees Vincent.  Makes his decision in a
     heartbeat.  He vaults over the guard rail...

     ...and hits the pavement hard, rolling into the first lane. A
     TRUCK HORN BLARES, HEADLIGHTS GLARING.  Max rolls out of the
     way, an instant to spare, almost crushed as the BIG-RIG blows by
     him in a hurricane backwash of wind...

     Max glances up, sees Vincent arrive at the guard rail.  Max
     dashes into the next lane as CARS SWERVE WILDLY to avoid him...

     Vincent vaults the guard rail, also plummeting down into the
     traffic...

     VARIOUS ANGLES

     ...and the two men make their way across the F.D.R. in a
     breathless life-and-death game of dodge-the-cars, darting this
     way and that, playing chicken with the traffic, avoiding death
     by inches, Vincent whipping his Sig-Sauer up, desperately trying
     to pin Max with the beam, losing his aim, cars and trucks
     hurtling between them, Vincent damn near getting run over, Max
     making it alive to the other side and vaulting over the railing,
     pressing on toward:

     THE EAST RIVER

     Max runs up, exhausted.  The lights of Queens glitter on the
     water.  He swings the briefcase back, preparing to hurl it...

                         VINCENT
               Don't!

     ...and a GLOWING RED LASER DOT finds Max, dances up to his ear.
     Max looks back, sees Vincent in silhouette, gun aimed.

                         VINCENT (CONT'D)
               Red-light-green-light, Max.

     A heartbeat.  A hesitation.  And then...

                         MAX
               Bullshit.

     ...Max hurls the briefcase with all his might. Vincent watches
     in horror as it spins lazily through the air and takes a plunge
     into the icy water.

     Vincent runs over to Max, just in time to see the briefcase
     bobbing under, vanishing with the current.

     A frozen beat.  Vincent doesn't even know what to say.  He
     closes his eyes, desperately trying to visualize:

                         VINCENT
               Shit, the address, what was it,
               hundred east forty, no, forty east a
               hundred--fuck, forty, something, shit.
               Shit, shit, shit!  I can see the
               fucker's face!  Ugly Slavic bastard,
               Nikolyai something, Nikolyai, shit!

     He spins to Max, pointing toward the water, screaming:

                         VINCENT (CONT'D)
               What the fuck was that?

                         MAX
               Jazz.

     Vincent launches himself at Max and knocks him to the ground in
     a blind fury.  The gun comes up, the muzzle pressed to Max's
     face, the hammer being cocked, a heartbeat away from...

     ...Vincent pauses, breathing hard.  The two men staring at each
     other.  In a hoarse whisper, almost proud:

                         VINCENT
               I didn't know you had it in you.

     Oddly enough, this revelation seems to be giving Vincent an
     idea.  He eases the hammer down, draws the gun aside...

                         VINCENT (CONT'D)
               Let's see what else you can do.

     ...and drags Max to his feet as we

                                               CUT TO:

     INT - HOSPITAL MORGUE - NIGHT

     Heller's in the "cold room" with a MORGUE ATTENDANT.

                         ATTENDANT
                   (checking his clipboard)
               We've had three come in tonight, one's
               a John Doe.  Maybe it's your guy.

     The attendant nods at the first of three SHEET-COVERED CORPSES
     lying on stainless steel tables.  Heller draws the sheet back,
     looks down, shakes his head.

                         HELLER
               Not him.

     The attendant makes a notation on his clipboard.  Heller nods at
     the next corpse.

                         HELLER (CONT'D)
               What about that one?

                         ATTENDANT
               Just some kid.  Probably gang-related.

     The attendant draws the sheet back. It's the kid who mugged Max 
     and took Vincent's briefcase. Heller gives the corpse a quick
     glance, shrugs.  Means nothing.

                         ATTENDANT (CONT'D)
               These two...
                   (indicates the kid and the
                    third corpse)
               ...came in a half hour ago.
               Same crime scene.  Looks like the same weapon,
               large caliber.

     Intrigued, Heller steps to the third corpse, draws the sheet
     back. It's the Heavyset Man murdered at the construction site.

     Heller stares down at the dead face.  Instant recognition.

     INT - HOSPITAL HALLWAY - MINUTES LATER

     Heller is on a pay phone, amped up, talking with Walt Muldoon.
     (Muldoon's at home, perched on the edge of his bed, rubbing the
     sleep from his eyes.  INTERCUT as needed:)

                         HELLER
               ...yeah, I'm still at Bellevue.  The
               John Doe didn't pan out, but you'll
               never guess who's lying up in the meat
               locker.

                         MULDOON
               Elvis?

                         HELLER
               Joey Cicerno.  Dear friend and
               associate of my missing snitch, Ivan
               Petrov.  Both of whom were in bed with
               Dmitri.

                         MULDOON
               Jesus.  Two in one night?

                         HELLER
               Something big's going down, and I'm
               betting the Feds don't know about it.
               You gotta get us in there.

                         MULDOON
               Pick me up in five minutes.

     Muldoon hangs up, hauling himself off the bed as we

                                              CUT TO:

     INT - MAX'S CAB - TRAVELING - NIGHT

     Max drives in semi-conscious silence, feeling Vincent's gaze on
     the back of his neck.

                         VINCENT
               Limos, huh?

                         MAX
               Don't start.

                         VINCENT
               Hey, I'm not the one who's been lying
               to my mother.

                         MAX
               She hears what she wants to hear,
               okay?

                         VINCENT
               Maybe so.  Maybe she hears what you
               tell her.

                         MAX
                   (slaps the wheel)
               Fuck!  Nothing's ever goddamn good
               enough!  It's always been that way.

                         VINCENT
               It's cause they don't like their
               lives, so they project their patterns
               of negative behavior onto you...
                   (beat)
               I had a father like that.

                         MAX
               Yeah?  What happened?

                         VINCENT
               He hated everything I did.  Hated me.
               Got drunk and beat the shit out of me,
               daily...

                         MAX
               What happened?

                         VINCENT
               I killed him.  When I was 15.  He was
               my first.
                   (off Max's look)
               Nah, wishful thinking.  Liver cancer.

                         MAX
               I'm sorry.

                         VINCENT
               Don't be.  I never saw him after I was
               15.  Went into the military early.
                   (beat)
               So all this talk about "my job's
               temporary, I got big plans," it's all
               bullshit.

                         MAX
               It's not bullshit.

                         VINCENT
               What do you call it?  Ten years
               doesn't sound temporary to me.  I
               should have known it was bullshit,
               you're too good at what you do.

                         MAX
               I've always been good.  Ever since I
               started.  Gave up piano.  Easy money.
               I'm putting a stake together, get
               something started.  Go figure it all
               out...

                         VINCENT
               Yeah?  Like what?  Limos?

                         MAX
               I told you I don't like to talk about
               it.

                         VINCENT
                   (off Max's silence)
               Well, this big stake's got to be big
               by now.  When you leaving?

                         MAX
               See, I've got bills.  My mother's been
               dying of the same disease since I was
               a kid.

                         VINCENT
               What, no insurance?

                         MAX
               Doesn't cover everything.

                         VINCENT
               Good excuse.  How many others you got?

     EXT - "LITTLE RUSSIA" POOL HALL & BAR - NIGHT

     A divey-looking place on the Lower East Side.  A desolate
     setting.  Streets mostly deserted at this time of night...

     ...except for TWO MEN hanging around outside the pool hall in
     the shadows.  Not doing much.  Just hanging.

     Headlights appear, cruising slowly toward us.  Max's cab.

     INT - CAB - NIGHT

                         VINCENT
               Here's good.

     Max parks, cuts the engine.  The pool hall's across the street.
     Vincent checks it out, concealing himself as much as possible in
     the shadows of the back seat.

                         VINCENT (CONT'D)
               Gimme your wallet.

                         MAX
               Why?

     Vincent just snaps his fingers impatiently.  Max pulls his
     wallet, passes it back.

                         VINCENT
               I'll just hold onto it for you.  In
               case they check.

                         MAX
               In case who checks?

     Vincent nods toward the pool hall.

                         VINCENT
               Our friends in Little Russia.  Go in
               and ask for a man named Dmitri.

                         MAX
               Dmitri?

                         VINCENT
               The man who hired me for this
               contract.

                         MAX
               I don't get it.

                         VINCENT
               You're gonna be me.  You're gonna go
               in, and you're gonna get the info on
               the remaining two hits.

                         MAX
                   (appalled)
               Why me?  Why don't you do it?

                         VINCENT
               No client has ever seen my face, and I
               intend to keep it that way.  Besides,
               if he decides to put a bullet in my
               head, I don't wanna be there for it.

                         MAX
               He's gonna shoot me?

                         VINCENT
               When he finds out you tossed his list?
               I would.

                         MAX
               No.  No way.  I can't do this.

                         VINCENT
               Max.  You threw my briefcase in the
               river.  You've got balls bigger than
               Toledo.

                         MAX
               I...I wasn't thinking.  I just did it.

                         VINCENT
               That's jazz, my friend.  You said it
               yourself.  So don't tell me you don't
               know how to play between the notes.

     Pause.  Softly:

                         MAX
               Vincent.  Don't make me do this.
               Don't make me get people killed.

                         VINCENT
               We've both run out of options.  If it
               helps, take comfort in knowing you
               never had a choice.

     Max draws a deep breath, lets it out slowly.

                         MAX
               How long have you been a hit man?

                         VINCENT
               Why?

                         MAX
               In case he asks.

                         VINCENT
               Fifteen years, although I prefer the
               term "assassin."

                         MAX
               You get benefits?

                         VINCENT
               No.

                         MAX
               Paid sick leave?

                         VINCENT
               You tell me to start a union, I'm
               blowing your head off.  Quit stalling
               and get out of the cab.

     Max hesitates, opens the door, gets out...

     EXT - STREET - NIGHT

     ...and starts slowly across the street.  The TWO MEN in front of
     the pool hall tense up, watching him approach.

     HIGH WIDE ANGLE OF STREET

     We see Max, a tiny figure, crossing the street below...

                         FED #1
               So now who the fuck is this?

                         FED #2
               Beats me.

     ...and we hear a STILL CAMERA CLICKING AND WHIRRING, snapping a
     few shots.  ANGLE PULLS BACK...

     INT - TOP FLOOR OF TENEMENT - NIGHT

     ...to reveal FEDERAL AGENTS clustered loosely at a row of arched
     windows, watching Max cross the street below.  The room is
     littered with SURVEILLANCE EQUIPMENT and PIZZA BOXES.

     SENIOR AGENT FRANK PEDROSA stands at a pair of high-powered
     BINOCULARS mounted on a tripod, tracking Max.

                         PEDROSA
               Mark the time.

     A SOFT KNOCK on the door.  Heller and Muldoon are ushered in.
     Pedrosa glances at them, motions "hang on a second," keeps
     peering through the binoculars...

     EXT - POOL HALL - NIGHT

     ...as Max, hiding his terror, steps up to the two men.

                         MAN #1
               Closed.

                         MAX
               I'm here to see Dmitri.  Tell him it's
               Vincent.

     The two men trade a surprised look.  Suddenly cautious and
     respectful.  They lead Max inside.

     INT - TOP FLOOR OF TENEMENT - NIGHT

     Pedrosa watches the group go into the pool hall, then turns to
     Heller and Muldoon for quick introductions:

                         MULDOON
               Captain Walt Muldoon, NYPD.

                         HELLER
               Detective Sergeant Phil Heller.

                         PEDROSA
                   (shaking hands)
               Federal Agent Frank Pedrosa.

                         MULDOON
               Thanks for letting us sit in.

                         PEDROSA
               Long as you don't get in our way.

                         HELLER
               Something going on?

                         PEDROSA
               Pretty quiet down there.  A cab just
               pulled up, aside from that...

     Heller trades a surprised look with Muldoon.  A cab?  They rush
     to the window, see the cab in the street below.  Fast:

                         HELLER
               Hood's all beat to shit.

     Muldoon's fumbling his cell phone out, already dialing.

                         MULDOON
               What's the medallion number?

     Heller swivels the binoculars to the cab, pulling out his
     notebook and scribbling down the number...

     INT - "LITTLE RUSSIA" POOL HALL - NIGHT

     ...as Max is led into cavernous, multi-level pool hall.  There's
     an enormous bar, scattered tables and chairs, rows of pool
     tables stretching into the gloom.  Dangling china-hat light
     fixtures throw extreme pools of light, watching a pall of cigar
     smoke and deepening the shadows.

     MEN are grouped loosely about, drinking and smoking, playing
     pool.  Hard-eyed, flinty killers.  A few tired, used-up WOMEN
     keeping them company.

     Everybody goes silent, staring at Max.

     One of the men with Max pats him down, checking for weapons.
     The other one goes upstairs.

     Max just stands there, not knowing what to do.  Suddenly, a
     trail of CIGAR ASH trickles down from above, along with a DEEP
     VOICE with a Russian accent:

                         DMITRI
               I thought you'd be taller.

     Max turns, looks up to see:

     DMITRI GUSUNOV, a Russian gangster built like a beer truck.
     He's unshaven, sweaty, looks like he was rolled in grease.  An
     evil, dangerous fucker.

                         DMITRI (CONT'D)
               Perhaps it's my perspective.  Things
               change when you look at them from a
               different point of view, don't you
               think?

     He descends the stairs, slow and deliberate, inspiring dread
     with every step.  He comes to a stop before Max.

                         DMITRI (CONT'D)
               No.  It seems some things stay the
               same from every angle.  Like you.
               Here.  Tonight.  Any way I look at it,
               I see only one thing.  I see only
               trouble.

     Dmitri pulls up a chair, sits at a table.  Gestures.

                         DMITRI (CONT'D)
               Sit.

     Max sits, forces himself to meet Dmitri's gaze.  A bottle of
     vodka is brought, along with two shot glasses.

                         DMITRI (CONT'D)
               So.  Vincent.  Why are you here?  I
               cannot wait...

     INT - TOP FLOOR OF TENEMENT - NIGHT

                         DMITRI'S VOICE (FILTERED)
               ...to find out why you would risk your
               life like this.

     The reaction in the room is electric.  FED #3, on headphones,
     turns from the REEL-TO-REEL RECORDER with a stunned look.

                         FED #3
               Did he say "Vincent?"

                         DMITRI'S VOICE (FILTERED)
               You understand my surprise, yes?  Long
               time now, we've had an arrangement...

     INT - POOL HALL - NIGHT

                         DMITRI
               ...I do not meet you.  I do not see
               you.  I do not even speak to you.
               That made good sense.  But now you are
               here, and I must ask, why?

     For a moment it looks like Max isn't even going to get the words
     out.  Then:

                         MAX
               I lost the list.

     Pause.  Dmitri raises his vodka, knocks it back, lays the shot
     glass down.

                         DMITRI
               I see.
                   (beat)
               That was an important list, wouldn't
               you say?  The people on that list are
               being subpoenaed tomorrow by a federal
               judge.  And you "lost" it?

                         MAX
               I'm sorry.

                         DMITRI
               Sorry?

     Dmitri abruptly pulls a scuffed BROWNING HI-POWER 9MM HANDGUN
     from the back of his belt, SLAMS IT DOWN on the table before
     him.  He leans forward, hand resting lightly near the grip.

     Max is nearly pissing himself.  Dmitri's gesture is too
     reminiscent of Vincent preparing to kill Daniel.

                         DMITRI (CONT'D)
               Tell me, Vincent.  Do you believe in
               Santa Claus?

                         MAX
                   (finds his voice)
               Can't say that I do.

                         DMITRI
               Neither do I.  But my children, they're
               still young.  Do you know who they
               like even more than jolly old Saint
               Nicholas?  His helper, Black Peter.
               An old Russian fairy tale tells of how
               Santa got so busy looking after all
               the good kids, he had to hire a helper
               to punish all the bad kids.  That was
               Black Peter's job.  He was given the
               list of all the bad children, and he
               would visit them in their homes late
               at night.  And if he caught them not
               saying their prayers, he would leave a
               bundle of wooden switches outside
               their door.  That was a warning.  If
               they continued to misbehave, he would
               swoop down and take the children away.
               And they would never be seen again.

     Dmitri picks up his gun and racks the slide, LOUDLY JACKING A
     ROUND into the chamber.

                         DMITRI (CONT'D)
               Now if I'm Santa Claus, then you are
               Black Peter.  And what do you think
               would happen if Peter showed up in
               Santa's pool hall one night and said
               he'd lost his list of all the bad
               children?  How fucking furious do you
               think jolly old Saint Nick would be?

     He brings the gun up, pressing the barrel solidly to Max's
     forehead.

                         DMITRI (CONT'D)
               Tell me Vincent.  Tell me what you
               think.

                         MAX
               I think...

     He can't finish.

                         DMITRI
               What?

                         MAX
               I think...
                   (bracing himself)
               ...I think you should get this gun out
               of my fucking face.

                         DMITRI
               What?  What did you say?

                         MAX
                   (low, tight)
               I said.  Get the gun.  Out.  Of my
               fucking face. Before I wrap it in a
               blintz and feed it to you.

     Pause.  Dmitri eases back, but doesn't drop his aim.

                         MAX (CONT'D)
               I picked up a tail.

                         DMITRI
               Federal?

                         MAX
               You tell me.  I had to toss the list
               in the river.  I was protecting your
               sorry, long-winded ass.  So why don't
               you show a little courtesy?

     Dmitri considers it, lays the weapon back on the table.

                         MAX (CONT'D)
               You think I wanted to come here
               tonight?  You think I'm that stupid?
               Sometimes shit happens, you gotta roll
               with it.

                         DMITRI
               Tell me.  Has Black Peter already
               crossed off a few bad children?

                         MAX
               The fat man on Cherry Street.  The
               other fat man, Mr. Bulldozer.  The
               trumpet player.  That leaves two.

                         DMITRI
                   (checks his watch)
               Can you finish on schedule?

                         MAX
               In fifteen years, I have never left a
               customer unsatisfied.

     Dmitri tosses a look to ARKADY behind the bar.  Arkady turns to
     a hidden WALL SAFE, dials the combination.  As they wait in
     silence, Dmitri pours vodka for himself and Max...

     INT - TOP FLOOR OF TENEMENT - NIGHT

     ...while the Feds to apeshit, dialogue fast, tense, loud:

                         PEDROSA
               ...goddamn it, you telling me this
               motherfucker's whacked three of our
               witnesses tonight...

                         HELLER
               ...Petrov and Cicerno for sure...

                         FED #3
               ...shit, how'd he even find out about
               the subpoenas...

                         PEDROSA
               ...doesn't fuckin' matter, just tell
               me who's left so we don't lose any
               more...

     INT - POOL HALL - NIGHT

     A stack of files identical to Vincent's are brought to the
     table.  Dmitri sorts them carefully.

                         DMITRI
               I was going to destroy these as soon
               as I got your call.  Seems I'll have
               to trust you with these two...

     He pulls two, gives the remaining three back to Arkady,
     muttering:

                         DMITRI (CONT'D)
                   (in Russian, subtitled)
               Burn these.

     Arkady nods, moves off.  Dmitri hands the two files across the
     table to Max.  Max grabs them and pulls -- but Dmitri doesn't
     let go.  Their eyes meet.

                         DMITRI (CONT'D)
               Vincent.  Do not cross me.

                         MAX
               Wouldn't dream of it.

     Dmitri releases the file.  Max rises.

                         MAX (CONT'D)
               As a token of my appreciation for your
               understanding in this matter, I'd like
               to offer you a discount for my
               services tonight.  Twenty five
               percent.

                         DMITRI
               Twenty five?

                         MAX
               Hell, make it fifty.  Same goes for
               any business we have in the future.

                         DMITRI
               Very generous.

                         MAX
                   (beat)
               By the way.  Daniel said he was sorry.

     Dmitri nods.  Max turns and walks out.

     The moment he's gone, Dmitri glances to his men.  They're giving
     him grim, questioning looks.

                         DMITRI
                   (in Russian, subtitled)
               Let him get to Nikolyai's.  Make sure
               the job is done.  And then...

     Using his thumb, Dmitri makes a quick slashing gesture across
     his throat.  Kill him.

     EXT - POOL HALL - NIGHT

     Max pauses as he exits, taking in a deep breath of night air,
     stunned that he's still alive...

     INT - TOP FLOOR OF TENEMENT - NIGHT

     ...while the Feds swarm at the windows, aiming lenses and
     snapping away like paparazzi, motor-winds WHIRRING AND CLICKING,
     everybody talking at once:

                         ALL THE FEDS
                   (chaotic, ad-lib)
               ...okay, rolling video...his face,
               make sure you get his face...so that's
               Vincent...holy shit...unbelievable,
               fucking Vincent...you getting
               him?...yeah, I'm good, it's perfect...

     ANGLE SHIFTS to Heller, cell phone to his ear, trying to block
     out the noise as:

                         HELLER
               ...yeah, uh-huh...medium build, dark
               hair...are you sure...

     Heller joins the others at the window, where ANGLE FINDS Agent
     Pedrosa speaking urgently into a WALKIE-TALKIE:

                         PEDROSA
               Advance team, two men, stick to that
               goddamn cab, stay in radio contact,
               the rest of us follow in the van.
               Nobody moves until the entire team's
               in place...

                         HELLER
                   (into cell phone)
               Can you fax me his picture?  His
               license or something?  What do you
               mean you don't have that there?
                   (to Muldoon)
               Anybody else in the cab?

     Muldoon can't tell.  ANGLE SHIFTS OUT THE WINDOW.  In the street
     below, Max walks to the cab...

     INT - CAB - NIGHT

     ...and gets in behind the wheel, feeling limp.  He lets out a
     slow breath, reluctantly passes the two files back to Vincent.
     Vincent returns Max's wallet.

                         VINCENT
               Damn, Max.  I'm impressed.  Really.  I
               would have bet good money you wouldn't
               walk out of there.

                         MAX
               Makes two of us.

     Vincent flips open a file, scans it.  Max STARTS THE ENGINE,
     looks in the rearview mirror.

                         VINCENT
               Washington and Holt.  Dance club
               called "Fever." Know it?

                         MAX
               Tribeca, near the waterfront,
               northeast corner.  Twelve minutes.

                         VINCENT
               You do impress me, Max.  That you do.

     Max puts the car in gear and pulls out...

     INT - TOP FLOOR OF TENEMENT - NIGHT

     ...while the Feds are in a frenzy of "mounting up" and getting
     ready to roll, everybody loading their ASSAULT WEAPONS, putting
     on body armor, grabbing extra clips of ammo...

     ...and through it all, Heller and Muldoon are trying to get a
     word in edgewise with Pedrosa.  It's all very kinetic, mile-a-
     minute, on the move:

                         HELLER
               ...got off the phone with his
               dispatcher.  What an asshole.
               Cabbie's name is Max Rilke, been
               driving that cab for ten years...

                         PEDROSA
               So?

                         HELLER
               ...so, his description of Max the
               cabdriver matches the guy who walked
               out of Villa Rodeo.  That guy?  That
               guy is a cabbie.  And you're telling
               me this cabbie walks into a phone
               booth and emerges as a meat eater,
               assassin with heavy trigger time?
               What's he do, squeeze 'em in between
               fares?

                         PEDROSA
               No.  Your cabbie is floating down a
               storm drain or stuffed in the trunk of
               a cab.

     The entire team heads out the door...

                         HELLER
               But the guy who walked out matches the
               cabbie's description...

     OBSERVATION POST STAIRWELL

     ...and coming down the steps, feet pounding, taking the landings
     fast, Heller and Muldoon at their heels...

                         PEDROSA
               Lemme tell you something.  Vincent and
               a few other guys like him are fucking
               ghosts.  Nobody even know what he
               looked like until now...

                         HELLER
               I don't know...

                         FED #1
               We do.  We see this more and more with
               big money criminal enterprises...
               Globalization and privatized security
               working for bad guys in Colombia,
               Mexico, Three Falls...ex-kGB, Mossad,
               ex-Special Forces.  These guys got
               skill sets...trigger time...

                         PEDROSA
               ...like identity theft...like a
               "cabbie"...

     They hit the ground and are making for their cars...

                         HELLER
               What are you gonna do?

                         PEDROSA
               Take him down.  Save Richard Yip, our
               witness...

     Pedrosa and the Feds are in the car, which pulls to the curb.
     Heller is breathless...

                         HELLER
               What if they're wrong?

                         MULDOON
               Not our call, Phil.

                         HELLER
               ...if they're wrong?!

                         MULDOON
               This isn't our goddamn game!

                                              CUT TO:

     IN A MOODY VISUAL SEQUENCE, WE FOLLOW VARIOUS GROUPS DRIVING 
     TO THE CLUB, ALL WITH THEIR VARIOUS AGENDAS: (YOU MIGHT
     LISTEN TO MAZZY STAR'S "MARY OF SILENCE" TO SUGGEST TONE
     HERE.)

     MAX'S CAB

     cruises north along the Bowery, reflected street lights flowing
     up the windshield, colors kicking off the bodywork.  The streets
     are deserted; the city seems a haunted place...

     FBI CAR

     The advance vehicle.  TWO AGENTS.  Following the cab at a
     discreet distance.  The agent in the passenger seat speaking in
     hushed tones into a radio mike:

                         AGENT
               ...suspect vehicle turning now on East
               Houston, heading west...

     FBI VAN

     Pedrosa and half a dozen agents.  Quietly checking their gear,
     passing looks to one another, the silent neighborhoods passing
     by while the VOICE drones softly from the radio...

                         AGENT (FILTERED) (CONT'D)
               ...passing Broadway now...coming up on
               Avenue of the Americas...

     1973 CADILLAC FLEETWOOD BROUGHAM

     Stuffed with Dmitri's cold-eyed KILLERS.  Six of them.  Arkady,
     LEV, YURI, three others.  Muttering in Russian.  Cigarettes
     smoldering in their lips.  Loading HANDGUNS, fitting clips into
     UZIS, feeding shells into SAWED-OFF SHOTGUNS..

     UNMARKED CAR

     Phil Heller at the wheel.  Tailing the FBI van at a distance,
     GHOSTLY CROSSCHATTER drifting from the police band...

     INT - MAX'S CAB - NIGHT

     Vincent riding in pensive silence.  Softly:

                         VINCENT
               Would you have called her?

                         MAX
               Who?

                         VINCENT
               Your lady friend.  The one who gave
               you her business card.
                   (off Max's silence)
               Think she was just being polite?

                         MAX
               I don't know.

                         VINCENT
               What holds you back, Max?  Tell me.
               Why does life scare you so much?

                         MAX
               I only owe you a ride, Vincent.

                         VINCENT
               It's not what you owe me. Time is so
               fleeting.  One day it's gone.
                   (beat)
               You make it out of this alive, Max,
               you really should call her.  That's
               what I think.

     EXT - "FEVER" NIGHTCLUB - NIGHT

     An after-hours disco, a converted warehouse for the party-till-
     dawn crowd.  PEOPLE coming and going at the entrance.

     Max's cab cruises by, slowing, pulling around the corner into
     the alleys crisscrossing this warehouse district...

     POV ANGLE THROUGH WINDSHIELD OF FBI CAR

     ...and we see Max's cab disappearing into the alley as we travel
     past.  ANGLE SHIFTS to the passenger seat as:

                         AGENT
                   (into radio)
               Club Fever.  Nikolyai's place.

     INT - FBI VAN - NIGHT

     Closing on the club.  Pedrosa muttering to his team:

                         PEDROSA
               Watch your backs.  Vincent looks at
               you cross-eyed, drop him.

     INT - MAX'S CAB/ALLEY BEHIND CLUB - NIGHT

     Parked in a quiet spot.  Vincent glances around as GROUPS OF
     LATE-NIGHT PARTIERS drift by the cab, laughing drunkenly.  Other
     PEOPLE are mingling in and out of the back entrance of the club,
     smoking cigarettes, sharing snorts of coke.

                         VINCENT
               You wander more than ten feet from my
               side, some random bystander takes the
               first bullet.  More collateral.
               Clear?

     Max nods.  They exit the cab and head into the club through the
     back entrance, Vincent giving the DOORMAN a tip...

     EXT - FRONT ENTRANCE OF CLUB - NIGHT

     ...while the FEDS enter through the front, subduing the BOUNCER
     from alerting anybody...

     INT - SIDE ENTRANCE (PRIVATE ENTRANCE) - NIGHT

     A VIEWING SLOT opens in the door, revealing a face outside.
     It's Arkady, Dmitri's man:

                         ARKADY
                   (in Russian, subtitled)
               Message for Nikolyai.  Urgent.

     The MAN guarding the door lets them in.  Dmitri's MEN swarm
     inside, shoving him to the wall with a gun at his head...

     EXT/INT - REAR ENTRANCE - NIGHT

     Heller flashes his badge, brushes past the doorman, proceeds up
     the dark, narrow corridors which lead to:

     INT - CLUB FEVER - NIGHT

     Cacophonous, surreal, jammed with people and flashing lights.
     COLORED LASERS jitter through layers of DANCERS.  An enormous
     MIRROR BALL spins overhead, twirling light.  FLASHING STROBES
     erupt periodically, pixilating the crowd.  ABBA's "Gimme, Gimme,
     Gimme" thunders from the speakers...

     VINCENT

     drifts through the crowd, cruising like a shark, scanning the
     moving mass of people.  Watchful.  Seeking his target.  Keeping
     one eye on Max, who's careful to stay near him...

     THE FEDS

     are also negotiating the crowd, spreading out through the club,
     seeking their target...

     DMITRI'S THUGS

     are doing the same, looking for Max...

     HELLER

     is scanning the crowd...

     VINCENT

     pauses, finally zeroing:

     NIKOLYAI

     The owner of the club.  An ugly man in a trendy Milan couture
     suit that's way too young, hip and loud for him.  He's holding
     court on a raised area at the edge of the dance floor, laughing
     and carousing with an ENTOURAGE OF FLOOZIES and YES-MEN.

     VINCENT

     throws a look to Max, cocks his head.  This way.  They start
     across the club, working their way through the dancers...

     DMITRI'S THUGS (ARKADY, YURI, LEV)

     Lev spots Max, mutters to the others:

                         LEV
               Vincent.

     NIKOLYAI'S POSITION

     BODYGUARD #1, occupying the wall, suddenly spots Dmitri's men in
     the crowd.  He mutters to BODYGUARD #2:

                         BODYGUARD #1
                   (in Russian, subtitled)
               What are Dmitri's men doing here?

     Bodyguard #2 sees them, instantly suspicious:

                         BODYGUARD #2
                   (in Russian, subtitled)
               Bring the others.

     The man rushes off.  Bodyguard #2 bends down to whisper in
     Nikolyai's ear...

     VINCENT

     makes his way through the dancers, moving inexorably toward
     Nikolyai, Max trailing at his side...

     FED #3

     spots Max, mutters urgently into his sleeve mike:

                         FED #3
               I have visual on Vincent, middle of
               dance floor, approaching Nikolyai...

     PEDROSA

     responds on his wrist mike, already on the move:

                         PEDROSA
               Take him!

     FEDERAL AGENTS

     suddenly race from all points of the compass, ASSAULT WEAPONS
     snapping up, patrons scattering, everybody screaming at once:

                         ALL THE FEDS
                   (chaotic, ad-lib)
               FBI!...FREEZE, MOTHERFUCKER!...DON'T
               MOVE, VINCENT!...FREEZE OR YOU'RE A
               DEAD MAN!...HANDS IN THE AIR!

     Every single FBI WEAPON HAS A LASER SIGHT, all of them now
     activated, RED LASER BEAMS CONVERGING...

     ...on Max, stunned, GLOWING RED DOTS dancing up and down his
     body from all directions, people screaming and diving for cover,
     stampeding for the exits...

     ...while CAMERA DOES A QUEASY 360 AROUND MAX, hands quavering in
     the air, suddenly the loneliest man in the room...

                         MAX
               DON'T SHOOT ME!  I'M NOT VINCENT!

     ...but nobody can hear him with the ABBA THUNDERING, the FEDS
     SHOUTING, the CROWD PANICKING AND SCREAMING.  The Feds dart this
     way and that, maneuvering for position...

     ...as Vincent disappears into the confusion and panic...

     ...and Nikolyai ducks for cover below his table, bodyguards
     swarming to his side...

     ...and Heller elbows his way through PATRONS rushing for the
     exits, trying to get to Max, who's still trying to be heard...

                         MAX (CONT'D)
               I'M JUST A CAB DRIVER!  DON'T SHOOT!

     DMITRI'S THUGS

                         ARKADY
                   (in Russian, subtitled)
               Don't let them take Vincent alive!
               Kill him!  And Nikolyai!

     THE FEDS

     are closing in on Max, everybody amped-up and screaming...

                         VARIOUS FEDS
               ON YOUR KNEES!...NOW, GODDAMN IT,
               NOW!...FACE-DOWN, ASSHOLE!

     ...and it's all a lit fuse just waiting to explode, which is
     exactly what happens as:

     YURI

     pops into frame, pistol aimed at the back of Max's head, but
     somebody jostles him in the panic and the GUNSHOT GOES WILD,
     barely missing Max's ear as he's getting to his knees --

     -- and the BULLET SMASHES THROUGH AGENT PEDROSA'S KNEE instead,
     slamming him face-first to the floor!

     And then proverbial hell truly breaks loose as:

     The Feds OPEN FIRE...

     Dmitri's thugs OPEN FIRE...

     Nikolyai's bodyguards OPEN FIRE...

     ...and it's an instant chaotic firefight, everybody OPENING FIRE
     on everybody else, nobody knowing where it's coming from or
     exactly who the enemy is, instantly transforming Club Fever into
     something resembling the Ninth Circle of Dante's Hell...

     IN FAST, JARRING ANGLES...

     ...with MUZZLE FLASHES ERUPTING, MACHINE GUNS BLAZING, SAWED-OFF
     SHOTGUNS ROARING, DISCO LIGHTS FLASHING, STROBES JITTERING and
     pixilating the combatants, BULLETS CHEWING UP the walls, the
     bar, the bottles on the shelves...

     Federal agents are being cut down.  Dmitri's men are shredded.
     Nikolyai's bodyguards are torn asunder...

     ANGLE ON MAX

     ...and we find Max in the eye of the storm, hugging the floor,
     confusion everywhere, debris cascading, tables overturning...

     ...and BRRAAAAP!  Fed #2 FIRES AN ASSAULT RIFLE BURST into
     Arkady, nailing him on the run.  Arkady falls dying in front of
     Max, his SAWED-OFF SHOTGUN BLASTING BOTH BARRELS toward the
     ceiling and taking out the huge MIRROR BALL, which comes
     CRASHING DOWN inches from Max in an EXPLOSION of debris...

     ANGLE ON HELLER

     ...and Heller crawls through the shitstorm amidst overturned
     tables and chairs, trying to get to Max...

     ANGLE ON VINCENT

     ...and we find Vincent elsewhere in the maelstrom, lying on the
     floor in a jumble of tables and chairs, the only calm one in the
     room.  His eye on the prize.  His Sig-Sauer in his hand.
     Watching Nikolyai's table.  Waiting for his chance...

     VINCENT'S POV

     Nikolyai scurries from one table to the next, taking cover,
     trying to get the hell out...

     PUSHING TIGHT ON VINCENT

     as he brings the Sig-Sauer up into frame, sighting carefully,
     controlling his breathing, blocking out all distraction...

     VINCENT'S POV

     Nikolyai breaks from cover again, darting wildly as we track
     him, dropping from view behind another table...

     ...and WE PAN DOWN the table to a PAIR OF LOUD CHECKED SOCKS AND
     WINGTIP SHOES visible just below the table cloth where Nikolyai
     crouches, ready to make his break for the door...

     VINCENT

     eases his finger onto the trigger...

                         VINCENT
                   (a whisper)
               God, those socks.

     ...and BLAM!  BLAM!  BLAM!  Three rapid shots blast Nikolyai's
     ankles to shreds, slamming him flat to the floor. Nikolyai's
     terrified face is now visible as he writhes in agony, glancing
     up for a brief moment of eye contact with Vincent...

     ...and BLAM!  The fourth and final shot takes Nikolyai between
     the eye, punching a red halo on the wall behind him.

     Vincent rolls, scattering chairs from his path, trying to find a
     way out of there...

     WIDE ANGLE OF CLUB

     MUZZLE FLASHES becoming sporadic, half the gangsters and Feds
     dead or wounded, the remaining combatants still trading GUNFIRE
     from under cover, screaming at each other to surrender, the club
     largely emptied of party people, the disco laser lights dancing
     and flashing through a heavy pall of cordite smoke...

     ANGLE ON MAX

     as Heller reaches him, gun aimed.  Max freezes.

                         HELLER
               Max?

                         MAX
               Max Rilke!  I'm just a damn cab
               driver

     Heller grabs him by the lapels, drags him off the floor...

                         HELLER
               I know!  I know!  I'm Sergeant Heller!
               I'm getting you out of here!

     ...and makes a break toward the rear exit.

     STEADICAM MAX AND HELLER

     as they leave the main club area behind, weaving down the dark
     passageways toward the rear exit, Heller pushing Max on ahead,
     covering their retreat with his Baretta poised...

                         MAX
               Oh, man, am I happy to see you...

     The open door looms ahead.  Salvation.  Fresh night air and
     safety beyond.  And just as they get out the back door...

     EXT - ALLEY BEHIND CLUB - NIGHT

     ...Max's cab screeches to a stop before them, Vincent leveling 
     his Sig-Sauer from the the driver's window and FIRING THREE QUICK 
     SHOTS into Heller. Heller is taken right off his feet, a look of
     incredible surprise on his face, dead even before his body hits
     the ground.  Max is horrified.

     Vincent leaps from the cab as POLICE SIRENS SWELL CLOSER...

                         VINCENT
                   (ferocious)
               A thousand cops comin' here!  GET IN!

     ...and shoves Max behind the wheel, jumps in back:

                         VINCENT (CONT'D)
               DRIVE!

     Max hits the gas, peeling off in a cloud of smoke and leaving
     the dead cop behind us as we

                                              DISSOLVE TO:

     EXT - AERIAL SHOT - MANHATTAN CITYSCAPE - NIGHT

     CAMERA DRIFTS IN over Manhattan, floating like a dream, dizzying
     us with a million lights...

     ...and WE ANGLE DOWN through the drifting canyons of buildings,
     CLOSING ON an endless empty thoroughfare, finding no traffic at
     this hour...

     ...except for one lone cab.

     INT - MAX'S CAB - NIGHT

     Stunned, Max drives in a state of shock.

     In back, Vincent's quietly deep-breathing.  Even he's a little
     shaky.

                         VINCENT
               What a clusterfuck.  Everything but
               the Polish cavalry.
                   (Max doesn't answer;
                    nothing)
               You don't want to talk, tell me to fuck
               off!

     Indifferent, Vincent gazes out the window at the passing
     buildings.

                         VINCENT (CONT'D)
               Good.
                   (beat)
               Blood, urine and death get to you?
               Try deep breathing.  Or remember we
               all die anyway...

                         MAX
               You had to kill Heller?!

                         VINCENT
                   (blase)
               Who's Heller?

                         MAX
               That cop!
                   (beat)
               Why'd you have to do that?  You
               couldn't wound him?  The guy had a
               family, maybe, parents, kids who gotta
               grow up without a dad, he was probably
               a good guy; and he believed me...

                         VINCENT
               I shoulda saved him 'cause he believed
               you?

                         MAX
               No, not just that.

                         VINCENT
               Yeah, that.

                         MAX
               Yeah, so, what's wrong with that?

                         VINCENT
               It's what I do for a living.

                         MAX
               Some living.

                         VINCENT
               Head towards Union Station.

                         MAX
               What's at Union Station?

                         VINCENT
               How are you at math?  I was hired for
               five hits.  I did four.

                         MAX
                   (grim)
               One more.

                         VINCENT
               There you go...!

                         MAX
               Whyn't you kill me and find another
               cab.

                         VINCENT
               You're too good.
                   (shrugs)
               We're in this together.  Fates
               intertwined.  Cosmic coincidence and
               all that crap...

                         MAX
               You're full of shit.

                         VINCENT
               I'm full of shit?
                   (beat)
               You're a monument of bullshit.  You
               even bullshitted yourself all I am, is
               taking out the garbage.  Bad guys
               killing bad guys...

                         MAX
               That's what you said...

                         VINCENT
               And you believe me...?

                         MAX
               What'd they do?

                         VINCENT
               How do I know?
                   (beat)
               But, they all got that "witnesses for
               the prosecution" look to me.  Probably
               some major federal indictment against
               somebody who majorly does not want to
               get indicted...  I dunno.

                         MAX
               That's the reason?

                         VINCENT
               That's the "why."  That's the why?
               There is no reason.
                   (beat)
               No good reason; no bad reason.  To
               live or to die.

                         MAX
               Then what are you?

                         VINCENT
                   (beat)
               ...indifferent.

     Max hesitates...

                         VINCENT (CONT'D)
               Get with it.  Get over it.
               ...millions of galaxies of hundreds of
               millions of stars and a speck on one
               in a blink...that's us.  Lost in
               space.  The universe doesn't care.
                   (beat)
               The cop, you, me?  Who notices?

                         MAX
               What happened to you?

                         VINCENT
               As in...?
                   (waits)

                         MAX
               Man, if someone had a gun to your head
               and said:  "You gotta tell me what's
               goin' on with that person over there
               or I'll kill you"...they'd have to
               kill you...
                   (beat)
               'Cause you don't have a clue for...or
               about...anyone...
                   (beat)
               To be like that, I don't think you,
               you have any of that for your own
               life...  Do you believe you're
               entitled or at least expect to draw
               breath in the a.m.?  Open your eyes in
               the morning?  I don't think you do...I
               don't think so...
                   (beat)
               I think you are way low...like in your
               estimation.  In your estimation of
               yourself.  So how'd you get that
               way...?

                         VINCENT
               ...all the cabbies in LA, I pull Max,
               the man with X-ray vision...

                         MAX
               Answer the question.

                         VINCENT
               Look in the mirror.
                   (pause)
               ...piss-ant paper towels...a bottle of
               409...saving up for goin' to the
               Comoros.  How much you got saved?

                         MAX
               None of your business.

                         VINCENT
               ...pie in the sky?  "Someday my
               dream'll come..."
                   (beat)
               But one night you'll wake up and
               realize suddenly you're old.  It
               hasn't happened.  It never will.  Life
               just flipped on you.  Tomorrow
               became yesterday.  Then you'll
               bullshit yourself it was never gonna
               happen, anyway, and push it back in
               memory...and anesthetize yourself in a
               Barcalounger with daytime TV for the
               rest of your life...
                   (beat)
               Don't talk to me about murder.  You're
               do-in' yourself...in this yellow
               prison with steel-belted radials.
               Clocking in and out everyday...

     The needle on the speedometer is creeping past forty...

                         VINCENT (CONT'D)
               All it ever took was a ticket.  What
               the fuck are you still doing in LA?

     Needle hitting the fifty mark...

                         MAX
               'Cause I never got it straightened up;
               made the push, made the moves...

                         VINCENT
               Slow down.

                         MAX
                   (ignoring him)
               I should have done that.  Fixed it and
               more.  Get out from under what I been
               under...

     Needle pushing sixty...

                         VINCENT
               You're going too fast.

                         MAX
               But you know what?  Nothing matters,
               anyway.  We are insignificant out here
               in the big nowhere, say the badass
               sociopath in my backseat.  Right?
               Yeah.  That's one thing I've got to
               thank you for, bro.  And I never saw
               it that way...

     The cab goes blasting through an intersection on a red light.  A
     LOS ANGELES TIMES DELIVERY TRUCK SLAMS ON ITS BRAKES as Max
     swerves, barely avoiding a collision.

                         VINCENT
               That was a red light!

     Max glances in the rearview.

                         MAX
               ...'til now.

     Vincent pulls his Sig-Sauer and snaps off the safety, aiming at
     Max's head.  Max almost laughs.

                         VINCENT
               Slow the hell down!

                         MAX
               What are you gonna do, pull the
               trigger?  Kill us?  Go ahead, man!
               Shoot...my ass.

                         VINCENT
               Slow down!

                         MAX
               Vincent?

     Their eyes meet in the rearview mirror.  Vincent is stunned by a
     look in Max that has never been there before.  It's the look of
     a man with nothing to lose.

                         MAX (CONT'D)
               Go fuck yourself.

     Max slams on the brakes and cranks the steering wheel hard...

     EXT - STREET - NIGHT

     ...sending the cab slewing through an intersection, a few other
     CARS veering wildly to avoid him...

     ...as the cab goes into a violent roll, flipping down the
     street, SMASHING itself to pieces on the blacktop, shedding
     parts, spewing glass, rolling at least a dozen times...

     ...and then settling upside-down, car revolving slowly to a
     creaking stop, antifreeze drizzling across the pavement...

     ...and then everything goes silent, motionless, still.

     PUSHING IN

     on the wreckage.  Steam billowing from the ruptured radiator.
     Crumpled metal.  Missing hood.  Disintegrated windshield...

     ...and we find Max trapped upside-down in his seatbelt harness,
     one side of his face streaked with blood.  Alive but dazed.

     He hears movement in the back.  Moans.  Sharp intake of breath.
     Then a voice...

                         VINCENT
               Well.  That was brilliant.

                         MAX
               Was your seatbelt fastened, honey?

     Max lets out a dry laugh, starts painfully trying to unclasp his
     seatbelt.

     -- and a BLOODY HAND shoots from the darkness behind him, 
     whipping a GLEAMING BUTTERFLY KNIFE right at his face. Max jerks
     his head aside and the knife misses him by inches, ramming
     solidly into the headrest instead.

     Max throws the buckle on his seatbelt, dropping and hitting the
     ceiling of the cab, suddenly in a violent struggle for survival
     as Vincent lunges forward, a dark avenging shape from the back
     seat, trying to slice Max's throat, Max fighting wildly back,
     trying to keep the knife at bay...

     ...and we hear a POLICE SIREN SWELLING.  Vincent pauses, eyes
     glittering like an animal sniffing the air for danger...

     ...and he's gone, vanishing like a shadow.  Max looks out the
     window...

     MAX'S POV

     ...and catches a glimpse of Vincent's ankles running off into
     the night. The J-frame is lying on the pavement ten or fifteen 
     yards away, where it skidded in the crash. Vincent scoops it up
     on the run, SHOES CRUNCHING on broken safety glass as he
     vanishes into darkness.  The SIREN GROWS LOUDER.

     Max crawls from the wreckage, emerging on the driver's side,
     pushes painfully to his feet.  Looks around.

     A surreal moment.  Max standing by his overturned cab, the empty
     city all around him, breathing the cool night air.

     Alive.

     It strikes him in that moment.  He's survived the night.  The
     blood pumping through his veins is a fact, undeniable,
     intractable, blissful.  It stuns him.  Overwhelms him.

     A sound escapes his throat, starting as a laugh, building toward
     a scream.  Whatever it is, it's release, blessed release, and he
     howls it at the rooftops because the goddamn sirens are coming,
     they're almost here, and how good is life?

     An NYPD CRUISER screeches to a stop.  TWO UNIFORMED COPS, a
     black driver and his Hispanic partner.  The Hispanic cop grabs
     the mike off the dash, muttering an urgent call...

                         COP #2
               Code 85, request ambulance, East 39th
               between Fifth and Madison...

     ...while Cop #1 jumps out, stunned at all the wreckage:

                         COP #1
               Holy shit, you okay?

     And the mundane beauty of the question makes Max laugh even
     harder, though hardly any sound is coming out now, it's more
     like a hitching sob, and there are tears streaming down his
     face.  Cop #1 approaches Max, gentle but firm:

                         COP #1 (CONT'D)
               Okay, my man, just relax.  You've been
               in an accident and you're in shock.
               Help's on the way.  You understand
               what I'm saying?
                   (Max nods)
               Anybody else in the cab?

     Max shakes his head.  The cop pulls his flashlight, briefly
     checks the passenger compartment to make sure, returns his
     attention to Max.  Meanwhile, Cop #2 emerges from the cruiser,
     circling around to inspect the wreckage...

                         COP #1 (CONT'D)
               You dizzy?  You want to sit down?

                         MAX
                   (finds his voice)
               I'm...fine.  Fine.

                         COP #1
               You sure?  You look pretty shaky...

     Cop #2, now at the rear of the cab, suddenly freezes, his
     flashlight beam finding:

                         COP #2
               Oh, Christ.  A body in the trunk.
               He's been shot.

     A heartbeat.  Cop #1 stiffening, hand dropping to his holster,
     Max glancing back, the trunk hanging open from the crash, the
     corpse of Ivan Petrov in a sprawled heap.

     Cop #1 steps back, drawing his handgun, shouting:

                         COP #1
               Freeze! Hands where I can see 'em!
               On your knees!  Slowly!

     Max does as he's told, hands in the air, getting to his knees on
     the pavement, and the whole thing strikes him as so insane, so
     fucking silly, that he can't help laughing again...

                         MAX
               ...arrest me, take me in, please...

     ...and he's on his knees, Cop #1 coming up behind him, Cop #2
     hanging back and leveling his pistol, covering his partner...

     PUSH IN ON MAX (SLO-MO)

     Kneeling.  One arm being brought down and wrenched behind his
     back, handcuffs flashing as they descend...

     MAX'S POV

     PUSHING SLOWLY across the pavement.  Debris from the wreckage.
     Granules of shattered safety glass.  Vincent's scattered files.
     A black and white photograph of a familiar face.  Nikolyai, the
     guy with the bad suit and checked socks, now deceased...

     TIGHTER AND TIGHTER ON MAX (SLO-MO)

     as his gaze travels the debris, his expression changing, the
     sardonic laugh dying in his throat...

     MAX'S POV PUSHING IN

     ...because he sees it.  The last file.  There, among the
     scattered pages, another photo:

     Annie Farrell.  U.S. Attorney's Office.

     MAX (SLO-MO)

     The breath goes out of him.  He feels gut-punched.  Cop #1 grabs
     the other raised hand, wrenching it down Max's back,
     seconds away from buffing both wrists...

     ...and Max sees one last thing:

     THE SCATTERED FILES

     Not far from Annie's photo, mostly concealed except for the butt
     sticking out, is Vincent's Sig-Sauer.

     MAX

     erupts, fast, lunging forward on his knees, grabbing the Sig-
     Sauer and whipping it up, coming around to his feet, jamming 
     the gun to the cop's neck. Max now using the cop as a shield,
     his partner trying to draw down and get a clear shot:

                         COP #2
               DROP IT!  DROP THE FUCKING GUN!  DROP
               IT OR I'LL SHOOT!

     But Max just jams the gun tighter to his hostage's throat.  For
     some insane reason, he's feeling clear, almost steady:

                         MAX
               Nobody has to get hurt.  I want your
               gun on the ground.

                         COP #2
               I SAID PUT THE FUCKING GUN DOWN!  PUT
               IT DOWN NOW! NOW!

                         MAX
                   (firm, loud)
               When did we start negotiating?  Lower
               your weapon and put it on the fucking
               ground!

     A looks passes between the cops.  The hostage terrified, eyes
     pleading.  His partner uncertain, wavering.

                         MAX (CONT'D)
                   (softly)
               Nobody has to get hurt.

     Cop #2 lowers his weapon.  Lays it reluctantly on the ground.
     Max pulls Cop #2's sidearm, shoves him toward his partner.

                         MAX (CONT'D)
               Cuff yourselves to the door.

     Cop #2 pulls his cuffs, puts his arm through the window frame of
     the open squad car door, cuffs himself to his partner.  They
     toss their cuff keys.  Trapped.

     A tense silence.  Max hefts the cop's gun in his left hand
     almost embarrassed by it.  He tosses it, bends down to the cab,
     pulls Annie's card off the visor, starts backing away from the
     cops...

                         MAX (CONT'D)
               I'm sorry.  I just don't have time for
               you to believe me.

     ...and the last they see of him, he's vanishing up the street
     into the darkness.

     MAX

     Running.

     Stripped of everything now.  Operating purely on instinct.
     Vincent's gun in his right hand, handcuff dangling from his left
     wrist...

     Running.

     Lungs starting to burn.  The city silent around him.  The only
     sound his ragged breathing, his feet hitting the pavement...

     Running.

     TWO COP CARS rocketing through the intersection a block or so
     behind him, SIRENS WAILING.  Max veering for cover, not breaking
     stride, pressing on...

     SIRENS SWELLING all over the city now, police units responding,
     Max spinning around, trying to pin the sound, what direction to
     go, knowing he was only blocks away when the cab flipped...

     Cutting onto Park Avenue, racing up the middle of the street
     toward the Met Life Building, ducking some pre-dawn TRAFFIC...

     Seeing a MAN ahead, striding along muttering into a CELL PHONE,
     Max grabbing the phone right out of his hand as he sails past
     him, the man spinning around to come after him:

                         MAN
               Hey, motherfucker!

     Max whips around, Sig-Sauer snapping up.

                         MAX
               Fuck off!

     The man does.  Max keeps running, dialing, fumbling Annie's
     business card, getting the numbers wrong, trying again...

     ...and he finally stops, gasping for breath, punching in the
     final numbers as CAMERA CIRCLES SLOWLY AROUND HIM TO REVEAL:

     ANNIE'S OFFICE BUILDING.  We're on the raised roadbed of Park
     Ave South, facing the building dead-on.  It's flat and black,
     monolithic, looming into the sky.  Empty offices are lit here
     and there, scattered sparsely up the face of the building.

     Except...

     Three floors are completely lit, 5th through 7th, pretty much at
     eye level with Max.  The office building and its windows create
     a surreal effect, like a giant chessboard.

                         MAX (CONT'D)
                   (gripping cell phone)
               C'mon, go through, go through...

     Through WAVES OF CELL PHONE STATIC, we hear RINGING on the other
     end...

     INT - ELEVATOR - NIGHT

     Vincent rides up, watching the numbers climb...

     EXT - STREET - NIGHT

     Max waits, heart pounding, eyes scanning the windows...

     He sees a FIGURE on the uppermost fully-lit floor, 7th, crossing
     an office to grab the phone. Annie.

     INT - OFFICE - NIGHT

     She lays down some files and grabs up the phone, bleary from
     exhaustion.  She wasn't kidding about pulling an all-nighter.

                         ANNIE
               Annie Farrell.

     (INTERCUT AS NEEDED between Annie and Max:)

                         MAX
                   (gasping for breath)
               Annie...it's Max.

                         ANNIE
                   (uncertain)
               Max...

                         MAX
               Max, the cab driver!

                         ANNIE
                   (beat)
               Max?  Oh...
                   (glances at clock)
               ...it's kind of a strange time to be
               calling...

                         MAX
               Listen to me!  Just listen, okay?
               There's a man, Vincent, he's coming to
               kill you!

                         ANNIE
               He's...what?  Say again?  We're in
               cell hell...

                         MAX
                   (shouting)
               Kill you!  He's coming to kill you!

                         ANNIE
                   (beat)
               If this is a joke, it's not funny.

                         MAX
               Dmitri hired him!  He's already killed
               all your witnesses, now he's coming
               after you!  He was stalking you when I
               dropped you off.  I don't know what
               happened, but he diverted and got into
               my cab, instead.

     THE ELEVATOR DOORS

     slide open onto Annie's floor.  Vincent emerges, moving grimly
     down the hallway...

     INT - OFFICE - NIGHT

     ...while Annie tries to decipher what Max is saying through the
     RISING AND FALLING CELL PHONE STATIC:

                         ANNIE
               Did you say Dmitri? How do you know
               about my case?  I don't understand...

                         MAX
               It doesn't matter!  Just get out of
               the goddamn building...

     INT - HALLWAY - NIGHT

     ...but it's too late, Vincent's at the door marked "Annie
     Farrell." He draws back and kicks the door in, smashing it off
     its hinges, lunges through the doorway...

     ANNIE'S OFFICE

     ...and finds nothing. It's not even the same office.  Vincent
     looks furiously around...

     ANOTHER OFFICE

     ...while Annie finally grasps what Max is telling her:

                         ANNIE
               ...okay, Max, I believe you...I'll get
               out of the building...

                         MAX
               No, no, wait...

     EXT - STREET - NIGHT

     Max sees Vincent rampaging through the offices on the 5th floor,
     tearing the place apart, looking for Annie...

     ...and CAMERA TILTS UP to reveal Annie two floors right above 
     Vincent. She's frozen at the desk, phone to her ear.

                         MAX
               ...he's two floors below you.

                         ANNIE
               In my office?

                         MAX
               Where are you, what floor?

                         ANNIE
               Seventh, files section.  What should I
               do?

                         MAX
               He doesn't know you're up there!  Just
               stay right where you are!  Call the
               police!

                         ANNIE
               Max, I'm scared.  Are you sure?

                         MAX
               Yes!  Stay put, goddamn it!  Don't
               move from that spot...

     INT - ANNIE'S OFFICE - NIGHT

     Vincent suddenly pauses.  Eyes going to Annie's desk phone.
     Suddenly realizing. One of the extension buttons is GLOWING.

     He lunges to the desk, checks the glowing light.  Right next to
     it, typed on the phone's extension card is:

                        Files Section, 7th Fl.

     Vincent looks toward the ceiling.  Knowing where she is.  CAMERA
     TILTS UP of his look...

     EXT - STREET - NIGHT

     ...as Max reacts, horrified, realizing Vincent knows exactly
     where she is...

                         MAX
                   (into cell phone)
               Annie, hang up!  Get out!  He knows
               where you are!  Get out!

     INT - FILES SECTION - NIGHT

     ...but Annie's lost him in the CELL PHONE STATIC:

                         ANNIE
               Hello?  Max?  Did you say something?

     No use, he's gone.  She punches a clear line, dials 911...

     EXT - STREET - NIGHT

     ...as Max frantically hits redial.  All he gets is a SHRILL FAST-
     BUSY TONE.  No cell service.

                         MAX
               Shit!

     Pure desperation.  No time to think.  Only to act.  He glances
     over the abutment to the road below.  Fuck it.  Over he goes,
     falling to the pavement, hitting hard, pushing to his feet,
     ankle wrenched, racing/hobbling across the street toward the
     office building...

     INT - FILES SECTION - NIGHT

     ...as Annie listens to the 911 RECORDING:

                         VOICE
               ...call will be answered in the order
               received.  If this is not an
               emergency...

     EXT - BUILDING LOBBY - NIGHT

     Brightly lit inside, all-glass walls facing the street.

     Max SLAMS against the glass, shaking the door, POUNDING,
     hollering to be let in...but he stops, noticing:

     Keys in the door lock. Dangling, just on the other side of the
     glass.  Night watchman's keys, an entire array.

     Max scans the lobby with dread, sees:

     A LONG SMEAR OF BLOOD across the white tile...

     ...leading to the LOBBY RECEPTION DESK.  A PAIR OF FEET sticking
     out.  It's the NIGHT WATCHMAN, dragged there by Vincent.

     INT - FILES SECTION - NIGHT

     Annie finally hears a CLICK ON THE LINE as:

                         FEMALE VOICE (FILTERED)
               Manhattan 911, what is the nature of
               your problem?

                         ANNIE
               There's a man in the building, he's
               trying to kill me...

     TELEPHONE MAINTENANCE ROOM/5TH FLOOR HALLWAY

     ...and WHACK!  Vincent swings a FIRE AX, instantly severing the 
     building's telephone trunk line, sparks sputtering from the
     bundled cables.  He tosses the ax, exits into the hallway, jabs
     the elevator button...

     INT - FILES SECTION - NIGHT

     ...as Annie finds herself talking to a dead line:

                         ANNIE
               ...hello?

     EXT - BUILDING LOBBY - NIGHT

     Max hurls a steel trash can at the glass wall with all his
     might. It just bounces off the inch-thick glass.

     Max pauses, flabbergasted.  That's some tough goddamn glass.  He
     raises Vincent's Sig-Sauer, braces himself, squeezes the
     trigger.  Nothing.  Shit, where's the safety on this thing?

     He tries again.  FIRES TWO SHOTS into the glass door, causing a
     big chunk to disintegrate.  He reaches in, frantic, turning the
     key in the lock...

     INT - FILES SECTION - NIGHT

     Annie, frozen with indecision.  What to do?  Stay or go?

     She turns.  In keeping with the building's design, a WALL OF
     GLASS separates this area from the corridor beyond, which runs
     the length of these offices.  Normally, you'd be able to see
     people walking the hallway out there, going to and fro.

     Right now, the corridor's silent and dark.  Terrifying.

     Screw it.  Go.  She forces herself to move, across the office,
     running now, out the door...

     CORRIDOR

     ...and she barely gets ten feet before she hears:

     DING. The elevator.  Arriving.  Down the hall.  Just around the
     corner.

     She stands frozen.  Heart pounding.  Listening.

     Elevator DOORS OPENING.  A SOFT FOOTSTEP.  Somebody getting off.
     Somebody stealthy.

     She backpedals, terrified, back into the office...

     FILES SECTION

     ...where she closes the glass door, locks it, kills the overhead
     lights.  Nothing now but the CITY GLOW spilling faintly through
     the windows.  She runs across the room, drops behind:

     A DESK F.G.

     Annie crouches there, back pressed against the desk, trying to
     still her breathing.

     Over the desk, b.g., is the glass wall running the length of the
     office area.  The corridor beyond.  Empty.

     She can't hear a thing.  Just her heart pounding.  The silence
     makes her want to scream.

     A FIGURE appears in the murky darkness out there.  Vincent.
     Peering in through the glass.

     He tries the door.  Rattles it gently.  The sound makes her
     breath catch in her throat.  Eyes wide.

     Vincent stands there for what seems an eternity.

     And then moves on, continuing down the hall.  FOOTSTEPS receding
     softly.  Then quiet.

     TIGHT ON ANNIE

     Waiting.  Not breathing.  Still as a statue.

     Now!  Go!  Rising quickly, fast-fast, across the office, get
     out, get out now, unlocking the door, swinging it open, out into
     the hallway toward the elevators...

     CORRIDOR

     ...and she slams right into Vincent waiting for her in the 
     darkness! She SCREAMS, grappling wildly as he wrestles her back
     through the door into the office...

     FILES SECTION

     ...and he throws her violently across a desk, smashing her
     through a computer, Annie hitting the floor hard, scrambling to
     get away, crawling, but Vincent's coming around the desk,
     grabbing her kicking ankles, dragging her back...

     ...but Annie lands a kick to his face, breaks free, scrambles to
     her feet, racing now across the Files Section, bashing into
     desks in the dark, Vincent right behind her, hurling obstacles
     aside...

     ...and WHAM!  Annie hits a desk at full run, never even saw it,
     doubling over as Vincent catches her, driving her to the floor
     with his weight, straddling her, snarling now as he grabs the
     phone off the desk, wraps the cord around her neck, jerks it
     taut with both hands.

     Vincent straining.  Annie on her hands and knees, strangling,
     mouth opening and closing for air that isn't there, not even a
     breath, fingers prying in vain at the phone cord wrapped around
     her throat...

     Dying.  She's dying.  And she knows it.

     VINCENT

     Teeth bared.  Sweat breaking out on his forehead from the
     sustained effort.  Moments away from finishing the job...

     ...when a TINY GLOWING RED DOT suddenly appears, travels up his
     arm, settling on the spot just behind his ear.

     Vincent slowly turns.

     A SILHOUETTE in the doorway.  Aiming a gun.  For a moment,
     Vincent can't quite bring himself to believe:

                         VINCENT
               Max?

                         MAX
               Let her go.

     Vincent laughs once, harsh, like a dog's bark.

                         VINCENT
               What are you gonna do, shoot m--

     BLAM!  A MUZZLE FLASH.  It's like Vincent just got kicked in the
     head.  He grows sprawling.

     Max rushes to Annie.  She's pulling the cord from around her
     throat, gasping in great lungfuls of ragged breath.

                         MAX
               Are you all r--

     They hear a GROAN.  Max goes stiff, pulls her to her feet.  Both
     of them backing away, maneuvering toward the door, Max with the
     Sig-Sauer poised...

     VINCENT

     sits up, eyes glittering, hand clasped to the side of his head,
     blood coursing through his fingers.

                         VINCENT
               Jesus, Max.  You shot my fuckin' ear
               off.

     He pulls his hand away and laughs in amazement, staring at the
     sheet of blood on his palm.  He looks to Max.

                         VINCENT (CONT'D)
               Good one.

     Max keeps the Sig-Sauer aimed, pulls Annie out into the
     corridor.  She slams the glass door, moving quick, locking it
     from the outside.  Vincent gives them a tight smile...

     ...and his hand thrusts down, yanking his J-frame from an ankle
     holster, arm coming up stiff and straight, Max and Annie
     running, Vincent tracking them as he RAPID-FIRES --

     CORRIDOR

     -- and BOOM!  BOOM!  BOOM!  BOOM!  BOOM! come the gunshots,
     punching a ragged line of fractures in the glass, Max and Annie
     barely one step ahead the bullets...

     ...and then they're gone, cutting around the corner toward the
     elevators...

     ...and a moment later the GLASS WALL EXPLODES into the corridor, 
     Vincent CRASHING through, landing in painful sprawl, pushing
     to his feet.

     IN THE ELEVATOR

     Max hits the ground floor button, the doors taking about a
     million years to close.  Just as they're sliding shut, he sees
     Vincent running up the corridor, slapping fresh bullets into the
     J-frame with a speed-loader, raising the gun...

     Max throws himself on Annie, both to the floor as BULLETS PUNCH
     through the doors.  But the elevator's moving now...

     7TH FLOOR HALLWAY

     ...leaving Vincent behind.  He pounds on the doors, screaming:

                         VINCENT (CONT'D)
               GODDAMN, MAX, GOOD FOR YOU!  YOU FUCK!

     He darts down the hallway for the stairs.

     IN THE ELEVATOR

     Max and Annie on the floor, breathing hard, staring at each
     other in wordless shock.  They reach the ground floor...

     BUILDING LOBBY

     ...and Max drags her to her feet as the doors open, the two of
     them racing across the open lobby for the exit.

     BUILDING STAIRWELL

     Vincent careens down the steps, the entire side of his head
     bloody, his ear mostly gone.  He SLAMS through a door into --

     THE LOBBY

     -- where he finds the elevator standing empty.  He turns, sees
     the shattered lobby door, runs out of the building --

     OUTSIDE THE BUILDING

     -- and pauses, hearing FOOTSTEPS RUNNING ON CONCRETE.  He
     catches a glimpse of Max and Annie running across East 42nd
     Street toward Grand Central.  He takes off after them.

     MAX AND ANNIE

     make it across the street, rushing into:

     INT - GRAND CENTRAL STATION - NIGHT

     The magnificent rotunda, quiet as a cathedral.  Max and Annie
     race in, FOOTSTEPS ECHOING in the silence.

     Hardly a soul in sight, except for an OLD BLACK FLOWER VENDOR
     setting up his cart for the morning rush.  Max and Annie keep
     running, knowing Vincent's not far behind, Max yelling:

                         MAX
               CALL THE POLICE!

     The old man stares at them like they're nuts.  They run across
     the rotunda toward the boarding ramps.  Suddenly, Vincent comes
     through the same entrance they did, raising his J-frame.

     BOOOOOM!  The J-frame's never been louder, ECHOING LIKE A CANNON
     in the rotunda.  The old man throws himself behind his cart as --

     BOOOOOM!  BOOOOOM!  BOOOOOM!  BOOOOOM!  Vincent FIRES FOUR MORE
     SHOTS as Annie and Max disappears down the boarding ramp, BULLETS
     CHEWING HUGE HOLES in the wall at their backs...

     Vincent goes after them, re-loading on the run, FOOTSTEPS
     RINGING across the marble.

     INT - BOARDING RAMPS - NIGHT

     Neon-lit and eerie, tubes flickering overhead.

     Max and Annie run, turning this way and that, trying to decide
     which way to go.

     The SOUND OF A TRAIN grows, disembodied, drawing nearer and
     nearer, WHEELS SHRIEKING ON STEEL until it's deafening...

     INT - SUBWAY TUNNEL - NIGHT

     ...and the TRAIN PULLS IN, HEADLIGHT GLARING.  Max and Annie run
     into the tunnel, down the platform, ducking into...

     THE THIRD SUBWAY CAR

     ...where they collapse, catching their breath, waiting for the
     doors to close and the train to pull out.

     And waiting.

     The train sits there for only seconds, but it seems like hours,
     like fucking forever. They're riveted to the ramp entrance,
     praying Vincent doesn't appear, hoping they've lost him.

     The doors start to close, sliding irrevocably shut...

     ...and Vincent sails into the tunnel, going for the first car,
     slamming his hand into the closing doors.  The train starts to
     move, Vincent running alongside, trying to force them open,
     train picking up speed...

     THIRD SUBWAY CAR

     Max and Annie are at the sliding door which adjoins the cars,
     peering through the window into the car ahead, not sure if
     Vincent made it or not.  Then, down at the far end...










       [NOTE:  PAGES 106 & 107 -- THE SUBWAY CHASE SCENE --
        ARE MISSING FROM THE SCRIPT.]









     Vincent turns his head slightly, watching Max draw cautiously
     nearer.  Max stares down, seeing the blood spreading across the
     floor beneath Vincent.  Turning into quite a pool.

     Vincent tries to speak, can't quite manage.  Max sits next to
     him.  Annie appears b.g. from the last car, watching them.

     VINCENT AND MAX

     just sit there, riding the train.  Softly:

                         MAX
               We're almost at the next station.

     Vincent smiles faintly.  He leans his head toward Max as if
     conferring a secret.  In a halting whisper:

                         VINCENT
               Guy.  Gets on a subway.  Dies.
                   (off Max's look)
               Think anybody'll notice?

     Vincent leans back, gazing straight ahead now.  Rocking gently
     with the motion of the train...

     ...and suddenly, much to Max's amazement, Vincent starts to 
     laugh. It comes out as a soft, rasping wheeze, but it's laughter
     all the same.

     Max just stares at him.  He has no idea what's so funny, but
     Vincent's exhibiting a lot of mirth for a dying man.  Vincent
     raises his hand, points.  Look.

     Max follows his gaze.  There, right across the car, among all
     the ADVERTISEMENTS lining the wall near the ceiling, is:

     AN AD

     The whitest sand and bluest sea you can imagine.  A dream place.
     Limitless horizon.  Sailboats dotting the blue.  A cheerful
     blurb advises us to:

                    Visit the Beautiful Caribbean!

     MAX

     gazes at the ad.  It dawns on him that Vincent's no longer
     laughing.  In fact, Vincent's no longer doing anything.  Ever.

     Annie comes to Max and sits.  Takes his hand.  They ride the
     train together, side by side, both staring up at the ad,
     hypnotized by all that blue, neither saying a word.  For now.

     The WHEELS SHRIEK as the train pulls in to a station...

     WIDE ANGLE OF SUBWAY CAR

     ...and Max pulls Annie to her feet.  The doors open.  They
     silently get off.

     The doors close again.  The train pulls out.

     WE HOLD ON Vincent for a while.  Riding the train by himself,
     head back as if sleeping.

     Just another dead guy on the subway...

                                              FADE OUT