TICKER

                         Written by

                      Paul B. Margolis

                                      Original Draft: 11/10/97

 EXT. METROPOLITAN CITY - DOWNTOWN - LATE NIGHT 

 Hot summer night. The flesh district - hookers working the
 sidewalks, stopping cars.

 MIKE REILLY, 20s, paces a corner, restless, looking for
 action ... wet hair, three-day beard, trenchcoat, sneakers,
 heat-seeking weary eyes. He flashes a wad of bills in an
 effort to get some attention... no one notices.

 Across the street, BILL RICE, 50's, a ragged transient,
 strolls over.
                        
                        RICE
            Know what the problem is, kid? You're too
            ugly to get propositioned.

                        REILLY
            Look who's talking, old man.

                        RICE
            C'mon, it's a quiet night.

 Rice starts away. Reilly pauses, then trudges after him.

 EXT. SIDESTREET - NIGHT 

 Rice and Reilly pull donuts and coffee out of a bag, talk
 with their mouths full as they walk.

                        RICE
            Next week we work the park.

                        REILLY
            I gotta get back on top. Get off the sleaze
            detail.

                        RICE
            You will, one day at a time. I'll be old and
            grey when it happens...

 They share a grin, pass a BAG LADY who wears a pie-tin crown,
 holding her hand out to a PIMP getting into a Cadillac.

                        BAG LADY
            A small gift, sir, for the Queen ...

 The Pimp ignores her, screeches off. The Bag Lady pulls out
 a pad, adds his license number to a list, glances up at Rice
 and Reilly.

                        BAG LADY (cont.)
            I keep a record, see? They don't
            pay, I don't forget.

 Rice fishes some change out of his pocket.

                        RICE
            Here you go, your Highness.

                        BAG LADY
            Thank you, officer.

 She pushes her shopping cart away. Rice and Reilly look at
 each other, crack up, surprised she knew he was a cop.

                        REILLY
            So what'll you do? After they give you the
            gold watch.

                        RICE
            Hell, I got a gold watch... it just don't
            work. Maybe they'll give me a new fishing
            pole, or something useful.

                        REILLY
            You don't fish.

                        RICE
            How hard can it be? The grand kids been
            buggin' me about taking them camping.

                        REILLY
            You outta the city... that's a fish out of
            water. What's with all this family talk
            lately, anyway?

                        RICE
            One of these days you're gonna get tired of
            fighting the shit. When that happens, you'll
            wish you had family.

                        REILLY
            No thanks. I got close but it never woulda
            worked.

 They stop beside a dirty, beat-up Studebaker parked in the
 alley, climb in, Reilly behind the wheel.

 INSIDE THE STUDEBAKER 

 Cluttered with debris - clothes, boxes, personal items.
 Reilly jiggles the ignition - the engine coughs and sputters,
 finally turns over.

                        RICE
            Why don't you just shoot it and put it out of
            its misery?

                        REILLY
            What are you talking about, it's purring like
            a kitty.

                        RICE
            I thought you said what's-her-name's brother
            was going to fix it.

                        REILLY
            She didn't work out, had to cut her loose.

                        RICE
            What was it this time?

                        REILLY
            She wanted to cook me breakfast.

 The White Van appears up ahead and turns into a seemingly
 deserted building's garage.

 Reilly and Rice exchange a glance as they wait to see lights
 come on in the building. They don't.

 Two flashlight beams criss cross through the windows of the
 building briefly, then disappear. They hear a brief heated
 argument, that is cut short abruptly. Then silence.

                        REILLY (cont.)
            C'mon, let's check it out.

                        RICE
            We're vice, I didn't see no pimps or hookers
            in that van. But if you're so gung-ho, we'd
            best call it in for some back-up.

                        REILLY
            Nah, let's just take a look-see.

 Reilly jumps out and heads for the building. Rice rolls his
 eyes, follows.

 INT. BUILDING - NIGHT 

 A huge, old, battered machine shop. Spooky darkness, dead
 quiet. Moonlight filters in through dirt-smeared windows.

 The door CREAKS as Reilly and Rice slip in, stop, eyes scan.
 Nothing. Just rows of glistening machines.

 Rice gestures for Reilly to spread out. They head in,
 footsteps echoing, shadows washing over them.

 Still nothing...deeper, deeper... then, glancing over, Reilly
 sees a shape hiding behind a machine. He steps towards it.
 The shape whirls - a beautiful spitfire of a GIRL with
 piercing blue eyes.

 She tries to bolt. Reilly grabs her. She struggles, pulls a
 knife, slashes his arm, drawing blood through his trenchcoat.

                        REILLY
            Ow! Son-of-a-bitch.

 He punches her full force in the face - she collapses,
 knocked out cold. Rice rushes over.

                        RICE
            You okay?

                        REILLY
            Yeah, just a nick ...

 Then, over Reilly's shoulder, Rice sees a dark SILHOUETTE
 emerging from behind a machine. Rice draws his pistol.

                        RICE
            Freeze! Police!

 As Reilly whirls, the Silhouette raises a Mac-11.

 Rice shoves Reilly aside as the Silhouette OPENS FIRE...

 Diving for cover, Reilly flings back his trenchcoat, whips
 out his 9mm and RETURNS FIRE at the Silhouette, blowing the
 shit out of windows behind, sparks showering off machines.

 Silence for an instant, Reilly looks for Rice and finds him
 bleeding to death on the floor nearby - he is completely
 exposed to the line of fire.

 The Silhouette and another FIGURE OPEN FIRE on Reilly.

 SWAN, 40s, crazy-brilliant, manic eyes... and one of his men,
 pale, sweaty, wearing an EARRING, 30s, continue the barrage.

 Swan fires ONE SHOT at a time at Rice, deliberately aiming
 not to kill him, trying to flush Reilly out.

 Rice screams as BULLETS RIP into his legs. Reilly tries to
 reach him but can't, shots forcing him back.

 A dark-eyed man with a BEARD appears in the b.g. and stealths
 towards Reilly from behind.

 Reilly' face is in agony as Rice moans in pain. He glances
 urgently from the gunmen to the exit behind them, to The Girl
 lying next to him -- what's keeping them there? Obviously
 The Girl.

 She stirs. Desperate, Reilly grabs her by the hair, shoves
 his 9mm to her head. Using her as a shield, he drags her in
 front of Rice to protect him.

                        REILLY
            (to gunmen)
            Drop it!

 Swan's eyes flare. He steps out into the open, gun aimed at
 Rice, eyes locked murderously on Reilly.

                        SWAN
            Let her go.

 Reilly cocks his hammer, fingers trembling. The Girl
 stiffens, terrified.

 Beard emerges behind Reilly. Deadly silent, he raises an
 automatic, trying to get a clear shot between machines...

                        SWAN (cont.)
            No, the girl!

 Reilly whirls, sees Beard, shrinks back to stay covered.

                        EARRING
            (to Swan)
            We gotta get outta here!

                        REILLY
            (to Swan)
            Tell them to drop it - now!

 A deadly stalemate. Faraway SIRENS WAIL.

                        SWAN
            You have no idea how sorry you're going to be.
            (to The Girl)
            Don't worry.

 Beard smolders, Earring sweats. Keeping their guns up, the
 three men grab tool bags, work their way to the alley door
 and slip out.

 The moment they're gone, Reilly quickly handcuffs The Girl to
 a machine, kneels, cradles Rice.

                        RICE
            Mike...

                        REILLY
            Don't talk.

                        RICE
            Take your time... one day at a time, kid...

 Rice takes Reilly's hand and pats it on his wristwatch.

                        RICE (cont.)
            It's all I got... it's yours.

                        REILLY
            It don't work-

                        RICE
            (grinning)
            Ain't that a shit--

 Rice's eyes go blank, he exhales his last breath.

 Reilly winces, eyes welling up. His gaze moves at the Girl.

 The Girl stares uncomfortably, a blink of sympathy stealing
 past her hard exterior ...

 INT. POLICE HEADQUARTERS - MORNING 

 Looking numb, out of place, Rice's blood still on his
 trenchcoat, Reilly walks in, weaves through a chaos of
 ringing phones, overworked cops, suspects being booked.

 Cops look up, whisper about him.

 Turning a corner, Reilly bumps into a bulldog of a cop,
 HARRY, hustling The Girl out of a booking room. She's got a
 shiner where Reilly hit her.

 The Girl and Reilly make eye contact, intimate somehow, a
 flash of vulnerability and fear in The Girl's face...

                        HARRY
            Hey, Reilly, Captain's looking
            for you.

 Reilly snaps out of it, continues on. Reilly nods as Harry
 hustles the girl away.

 INT. CAPTAIN'S OFFICE - DAY 

 Behind his desk, a work-weary captain, WINTERS, 50s, sucks
 coffee as he grills ARTIE PLUCHINSKY, 40s, a slick suit-and-
 tie homicide detective.

                        WINTERS
            Prints?

                        PLUCHINSKY
            Nothing so far.

                        WINTERS
            What about the ballistics report?

                        PLUCHINSKY
            Lab's backed up, we're still waiting
            for it.

 Reilly walks in.

                        REILLY
            Captain...

                        WINTERS
            Reilly, what the hell happened out there? Why
            didn't you call for back-up?

                        REILLY
            (at a loss, sad)
            Sir, I--

 Reilly looks at his watch (we notice he's now wearing Rice's
 watch). He taps it, listens to see if it's ticking.

                        WINTERS (contíd)
            (softening)
            Dammit, Rice was a good man,

                        REILLY
            I want to work this.

                        PLUCHINSKY
            You're vice, not homicide. Besides, you don't
            have the experience and you're too personally
            involved.

                        REILLY
            But sir--

                        WINTERS
            You know the rules. You're off the street
            `til I.A.D. clears the investigation. Now go
            home and clean yourself up, get some rest...

 Harry barges in, dumps a bag of personal effects on the desk.

                        HARRY
            She won't talk. Look at this shit, no I.D.,
            nothing...

 Reilly picks up a twisted plastic-wire bracelet.

                        PLUCHINSKY
            What's that?

                        HARRY
            Bracelet she was wearing.

                        REILLY
            Looks like the stuff my dad used to use to
            blow up tree stumps back in Scranton.

                        PLUCHINSKY
            Maybe she knows your old man.

 Reilly sears into Pluchinsky.

                        WINTERS
            Take it down to the Bomb Squad, Artie-

                        REILLY
            I'll do it.

 Winters eyes him for a beat, relents...

                        WINTERS
            Okay, kid. Run this down to the Cave.

 Reilly spins and exits quickly.

 INT. POLICE STATION - BASEMENT - DAY 

 Emerging from a dingy back staircase, Reilly enters a hallway
 and moves to a door a door marked "BOMB SQUAD."

 INT. POLICE STATION - "THE CAVE" - DAY 

 Reilly enters into another world - a dungeon cluttered with
 bomb paraphernalia, defusing equipment, a dog house, ping-
 pong table, Sheryl Crow pin-up, Chicago Bears posters, Yassir
 Arafat dartboard, a photo-shrine to dead Bomb Squaders.

 A plain, fresh-faced assistant, BEV, 30s, looks up from her
 computer station.

                        BEV
            May I help you?

                        REILLY
            I'm looking for the Bomb Squad.

                        BEV
            They're not here.

                        REILLY
            Where are they?

                        BEV
            And you are...?

                        REILLY
            Officer Reilly, vice.

                        BEV
            There out on a call, perhaps I can help you-

                        REILLY
            -Where?

                        BEV
f 2600 block of Lakefront. A limousine. But, I-

                        REILLY
            Thanks.

 Reilly sprints out. Bev tries to finish but he's gone.

 EXT. CITY STREETS - DAY 

 The Studebaker coughs and smokes in and out of traffic.

 EXT. LAKEFRONT STREET - DAY 

 A young, uniformed police OFFICER stops Reilly in front of a
 cordoned-off section of the street.

                        REILLY
            (flashes badge)
            Bomb Squad.

 The Officer nods and moves the barricade out of the way,
 Reilly hits the gas, rumbles through.

 The Studebaker swings past a fire truck, an ambulance, and
 two squads cars.

 Two OFFICERS stand near a building with a worried BUSINESSMAN
 and his CHAUFFEUR.

 Reilly parks 50 yards from a limo stopped in the middle of
 the street. A Bomb Squad van and sleek black Harley Davidson
 parked beyond it.

 Reilly hops out, heads cautiously for the limo

 POOCH, 50s, a barrel-chested ex-football player is on his
 hands and knees looking under the limo. Red rubber ball in
 hand, Hawaiian shirt half-tucked in, he leads around an
 equally scruffy Labrador Retriever, SCHNOZ.

                        POOCH
            Smell anything, Schnoz? Me, neither.

 T.J., 20s, a country boy inspects the open trunk.

 GLASS, 40s, clean-cut, straight-laced, easy-going smile,
 brilliant leader of the team, steps lightly around the open
 driver's door.

                        POOCH (contíd) (cont.)
            Schnoz, come here, boy.

                        T.J.
            Shhh, I hear something....

 Reilly stands off 25 feet. Glass notices him.

                        GLASS
            Who the heck're you?

                        REILLY
            You the Bomb Squad?

                        T.J.
            No, we're terrorists, stay back or we'll blow.

                        GLASS
            We're a bit busy at the moment, I'll give you
            a statement in a few minutes if we're still
            alive.

                        REILLY
            (flashes badge)
            Reilly, Vice. I-

                        T.J.
            Quiet!

 Glass and Pooch step lightly to the rear of the limo where
 T.J. has discovered a shoebox wedged next to the spare tire.
 T.J. leans down, puts his ear to it, nods.

                        T.J. (cont.)
            Ticker.

 Pooch lifts up Schnoz and holds him over the trunk. Schnoz
 sniffs the shoebox, whines.

                        POOCH
            Schnoz says it's loaded. Good boy,
            Schnozzie.

 Pooch lowers Schnoz back to the ground throws him the red
 ball, and trots back to the van, climbs up inside and sits,
 watching.

                        GLASS
            Alright boys, look close. Let's assess.

 Glass, Pooch and T.J. take a beat just to look at the
 shoebox. Then, Glass nods for Reilly to move away.

 Reilly takes a few steps back, watching as the team works
 together - Glass in charge - a psychic connection between
 them as they pass tools back and forth like surgeons.

                        POOCH
            Whadaya think, "boy" or "girl"?

 Glass puts on magnifying spectacles -- precise, organized, a
 detail freak as he uses a wooden probe to test the box for
 wires, sensors.

 As the others watch, Glass rubs his fingertips
 ritualistically and carefully eases the top off the box.

 He reaches in... Grabs something... Slowly pulls it out ...

 It's a Mickey Mouse alarm clock doll, a clump of unlit
 firecrackers taped between Mickey's legs.

 The Bomb Squaders whoop and howl - all except Pooch who pulls
 out a pack of Tums, shoves half of it in his mouth.

                        GLASS
            It's a "girl" !

 They all crack up, hysterical. Reilly stares in disbelief --
 these guys are nuts!

 MOMENTS LATER - AT THE BOMB SQUAD VAN 

 In the b.g., the Officers finish getting a statement from the
 Businessman as the still-worried Chauffeur inspects the limo.

 T.J. and Pooch load their equipment into the van as Glass
 fills out paperwork.

                        T.J.
            That guy's wife must be pretty pissed off to
            play a trick like that.

                        POOCH
            No shit. I better send Meg flowers just in
            case.

 T.J. and Pooch share a laugh as Reilly approaches...

                        REILLY
            Who's in charge here?

 Pooch points to Schnoz.

                        POOCH
            He is!

                        REILLY
            Look, it's important.

                        T.J.
            Make an appointment.

                        REILLY
            It's about this.

 Reilly holds up the bracelet. Glass takes it, frowns.

                        GLASS
            Where did you get this?

                        REILLY
            Off a girl's wrist. A suspect...

                        T.J.
            P.E.T.N ...

                        REILLY
            What?

                        GLASS
            High-grade det cord. This girl, either she's
            got strange taste in jewelry or she's into
            serious demolition.

                        REILLY
            What do you mean?

 Glass whips out a blasting cap from his utility belt, cuts
 off a piece of the bracelet, plugs it in.

                        POOCH
            Fire in the hole!

 Glass tosses it into a sewer drain. A beat, then a small
 EXPLOSION, smoke billows out of the gutter drain. The nearby
 Officers jump, alarmed. The Bomb Squad guys laugh. Glass
 waves to the Officers.

                        GLASS
            Sorry about that.
            (to Reilly)
            That's an inch of the stuff, imagine
            what the whole thing'd do.

                        REILLY
            Thanks.

 He grabs back the bracelet, turns to leave.

                        GLASS
            Hey wait a minute-

 Reilly jogs back to his Studebaker, climbs in and roars off
 in a cloud of dirty smoke.

                        T.J.
            Vice... Jesus.

                        POOCH
            That'd be some explosive pussy he's got his
            hands on.

 Pooch and T.J. share a laugh as Glass shakes his head, climbs
 on his Harley. The others pile into the van.

 Glass kicks-starts his hog and rumbles away, van following.

 INT. BAR - DAY 

 Thin crowd of day-time drinkers. Earring walks in, moves to
 a booth where Swan and Beard are eating. Earring pulls out a
 Gallois (French) cigarette, lights up from a book of matches.

                        EARRING
            They're holding her downtown.

                        SWAN
            What about the cop?

 Earring shrugs.

                        BEARD
            If you'd let me waste him.

                        EARRING
            What if she talks?

                        SWAN
            She won't.

                        BEARD
            I say we split town. Come back to this job
            when things cool. We've got other contracts -
            Denver, Seattle...

 Swan slams his fist down, spilling food. No one in bar even
 looks up from their drink.

                        SWAN
            I want her back and we do the job.

                        BEARD
            I thought we agreed, the personal can't
            interfere with the professional.

                        EARRING
            Besides, we're on a schedule and the cops
            won't let her go.

                        SWAN
            Unless we make them.

                        EARRING
            Hey...

 Earring stares uneasily. Swan and Beard look up, freeze. A
 pair of PATROL COPS are heading directly towards them.

 Earring reaches under his jacket... Swan grabs Earring's
 arm, calming him.

 The Cops keep coming, then at the last moment, they veer left
 and slide into a booth.

 Swan nods, they get up and casually slip outside.

 INT. POLICE STATION - SQUAD ROOM - DAY 

 Reilly hurries in, interrupts Winters and Pluchinsky talking
 over Pluchinsky's desk.

                        REILLY
            Captain-

 An OFFICER shouts from across the room, holding up a phone.

                        OFFICER
            Captain, line one!

                        WINTERS
                   (to Reilly)
            I thought I told you--

                        OFFICER
            He says it's important, something
            about the Rice shooting.

 Winters snatches up the nearest phone.

                        WINTERS
            Winters.

 He listens, facial expression changing, getting tight.

                        WINTERS (cont.)
            What...?

 He punches an intercom button - the whole room stops, looks
 up, as Swan's voice comes over the squawk box.

                        SWAN'S VOICE
            I said release the girl or alot of
            people are going to die.

 Winters signals frantically for the call to be traced -- cops
 spring into action.

                        SWAN'S VOICE (contíd) (cont.)
            It's exactly two o'clock. If she's not
            released in one hour, people die.

                        WINTERS
            Wait, what do you mean--?

 Click, the line goes dead. Winters slams down the phone - no
 chance of a trace.

                        WINTERS (cont.)
            Shit!

                        PLUCHINSKY
            What the hell was that?

                        REILLY
            A ticking bomb...

                        WINTERS
            What?

                        REILLY
            (holds up bracelet)
            It's detonation cord, for a bomb.

                        PLUCHINSKY
            It's a bluff. The guy's full of
            crap.

                        WINTERS
            We can't take the chance. Ring down to the
            Bomb Squad. I want them on alert.

                        REILLY
            I'll do it.

                        WINTERS
            Goddamit, Reilly--

                        REILLY
            Look, I saw these guys, I can i.d. them.

                        WINTERS
            I know you're anxious to get back but... just
            stay out of homicide's way or I'll have you
            classifying fingerprints, understand?

                        REILLY
            Yes, sir.

 Reilly takes off, Pluchinsky glares.

 INT. THE CAVE - DAY 

 T.J. is hunched over a twisted mess of wires, untangling
 them. Pooch taste-tests dog biscuits for Schnoz, then feeds
 them to him, as he talks to his wife on the phone.

 Glass is dissecting the Mickey Mouse clock.

                        POOCH
            No, honey, I'm fine. Yeah, well, you're
            welcome. You deserve flowers more often.

 Bev glances longingly at T.J. as she gives Glass a neck rub.

                        GLASS
            Bev, you're the greatest...

                        T.J.
            Hey, I'm next.

 T.J. winks as Bev turns away, hard to get.

 Reilly bursts in.

                        BEV
            Hey, that's the guy-

                        REILLY
            We just got a bomb threat upstairs.

 This gets everyone's attention.

                        REILLY (cont.)
            A cop was killed last night interrupting a
            robbery. One of the gang was grabbed, a girl.
            The one I told you about with the detonation
            cord. Well, her friends just called in,
            they're threatening to waste people unless
            she's released in the next hour.

                        GLASS
            Alright, let's check it out.

                        REILLY
            We can start in the area where the robbery
            occurred.

                        T.J.
            Vice cop on a homicide?

                        REILLY
            Captain assigned me to assist you.

                        POOCH
            Assist? What the hell you know about tickers
            anyway?

                        GLASS
            Easy, guys.
            (to Reilly)
                   (MORE)

                        GLASS (cont.)
            Look, nothing personal, but you can't just
            waltz in here and expect to join the team.

                        REILLY
            What're you talking about?

                        GLASS
            When you need us, you love us, when you don't,
            we're shunned by the rest of the department.

                        REILLY
            We've got one hour. Are you coming
            or not?

 The Squad just stands there.

                        REILLY (cont.)
            Okay, fuck you.

 Reilly walks out. The guys look at each other. Glass frowns
 at the bracelet.

                        T.J.
            Those vice cops, around all that pussy, so
            pent up.

 Bev smirks at T.J.'s language, he lowers his eyes.

                        POOCH
            (to Glass)
            What do you think?

                        GLASS
            Call upstairs, see what you can find out.

                        POOCH
            Right.

                        GLASS
            (re: bracelet)
            T.J., run a trace on this, see if
            you can pin down where it came from. Whoever
            these people are, let's hope they're all talk.

 EXT. ALLEY - DAY 

 Reilly's Studebaker is parked next to the machine shop
 building.

 INT. BUILDING - MACHINE SHOP - DAY 

 Reilly enters and slowly re-walks his steps from the shoot-
 out, pausing over the chalk outline of Rice's body.

 Two FORENSICS OFFICERS silently comb over the crime scene.

 Reilly pauses, sadness overwhelming him. One of the Officers
 nods at him, he has to turn away as the emotions come.

 INT. SUNCREST MOTEL - ROOM - DAY 

 Sophisticated detonation equipment and weapons cover the
 beds. Beard scowls, Earring sweats as Swan puts the
 finishing touches on a computerized briefcase bomb.

                        SWAN
            What time is it?

                        EARRING
            Twenty after.

                        BEARD
            Swan, it's no use. Look, we can
            still make Houston--

                        SWAN
            Shut up!

 He sets a timer, closes the briefcase, smiles.

 EXT. SUNCREST MOTEL - DAY 

 Sleazy area. Briefcase in hand, Earring slips out and blends
 into pedestrian traffic.

 EXT. BUSY STREET - DAY 

 Earring walks on, just a man with a briefcase.

 EXT. ANOTHER STREET - DAY 

 Earring slows and passes a bus stop where a group of giggly
 TEENAGE GIRLS are waiting.

 He notices a raven-haired KNOCKOUT going into the pub up
 ahead. He grins and follows her in.

 INT. PUB - DAY 

 A trendy Irish Pub, a sparse lunch crowd. Earring enters,
 spots the Knockout ordering a drink at the bar, slides onto a
 stool next to her, and deposits the briefcase on the floor.

                        EARRING
            Hey, beautiful, can I buy you some bangers and
            mash? Pint of Guiness?

 She gives him a once-over, turns up her nose, nods a `thanks'
 to the Bartender delivering her white wine. Earring's smile
 doesn't change.

                        EARRING (cont.)
            Last chance. You know, even the smallest
            choices in life could change everything.

                        KNOCKOUT
            Fuck off, pal.

 Earring grins and shrugs an `oh well'. He slides off the
 stool, steps back, and exits... leaving the briefcase behind.

 EXT. BAR - DAY

 Earring walks out and strolls off. He checks his watch,
 picks up the pace. He disappears around a corner.

 Cars pass. People stroll by. Nothing happens.

 An ordinary scene on an ordinary day. The silence is
 screaming.

 Suddenly - the bar EXPLODES. A FIREBALL BURSTS OUT the front
 window, showering the street with wood and BROKEN GLASS.

 EXT. BAR - DAY - LATER 

 Chaotic aftermath of the bombing... sirens, flashing red
 lights. Police hold back onlookers, Firemen clean up,
 Paramedics carry corpses and moaning Victims out of the
 charred, smoking ruins, into waiting ambulances.

 A black-and-white tears up. Capt. Winters leaps out, pushes
 through to a dirt-covered FIRE CHIEF.

                        FIRE CHIEF
            Eight dead, so far.

 Winters looks grim.

 AT THE BARRICADE 

 Reilly SCREECHES up in his Studebaker, jumps out, pushes
 through, flashes his badge, enters the police zone.

 He stops as he sees a bloody FEMALE VICTIM being loaded into
 an ambulance. Suddenly a voice snaps him out of it.

                        PLUCHINSKY
            What're you doing here?

 Reilly faces him.

                        PLUCHINSKY (cont.)
            You're offsides. Beat it.

 Reilly ignores them, starts towards the ruins. Pluchinsky
 shoves him back.

                        PLUCHINSKY (cont.)
            I said get the fuck outta here.

                        REILLY
            You touch me again and--

                        PLUCHINSKY
            And what, you'll shoot me? Hey, don't mistake
            me for one of your partners, I'd like to make
            retirement in one piece.

 Pluchinsky starts to laugh as Reilly pops him once hard in
 the face. Pluchinsky staggers backwards, grasping his
 bleeding nose. Reilly is ready for more as Pluchinsky starts
 at him. They exchange a few body shots before several cops
 swarm in and pull them apart.

 Winters hustles over.

                        WINTERS
            What the hell's going on?

                        PLUCHINSKY
            Son-of-a-bitch... my nose... This fuck-up is
            interfering with-

                        WINTERS
            Reilly, what're you doing here?

                        REILLY
            Sir...

                        WINTERS
            I thought I told you--

                        GLASS (O.C.)
            He's with us.

 They all turn.

 Glass and T.J. stand there, soot-smeared, wearing utility
 belts.

                        GLASS (cont.)
            We asked him to come.

                        T.J.
            Yeah, he's helping us work up a profile on
            this thing.

                        GLASS
            Hope you don't mind, Captain, might help us
            catch these guys that much sooner.
            (to Reilly)
            Coming?

 Reilly looks at the Captain awkwardly.

                        WINTERS
            Go ahead, kid.

 Reilly marches after Glass and T.J., leaving Pluchinsky
 fuming, holding closed his bloody nose.

                        PLUCHINSKY
            I'm filing charges against that mother-

                        WINTERS
            Can it, Pluchinsky. And shove some cotton up
            your nose.

 ANGLE - ON THE BOMB SQUAD

 Reilly follows Glass and T.J., bewildered.

                        REILLY
            What was-? Why...?

                        GLASS
            That cop who bought it... you didn't
            tell us he was your partner.

                        T.J.
            We've lost brothers too, we know
            what that's like.

                        GLASS
            Let's get something straight. We're doing you
            a favor. You're not exactly a guy we want
            around explosives.

                        REILLY
            What?

                        GLASS
            This isn't bumper cars, it's brain surgery.
            You wanna work with us, you do it our way,
            understand?

                        REILLY
            Now wait just a fucking-

                        GLASS
            Be cool around my men, they don't trust
            strangers. And try not to swear so much, it's
            unattractive.

 Reilly glares, tongue-tied, as they walk past the Bomb Squad
 van and Glass' Harley, enter the wreckage.

 INT. PUB - DAY 

 Smoky hell. Two Firemen drag out a fire hose. Glass, T.J.
 and Reilly approach a taped-off area where Pooch is on his
 hands and knees, wet and dirty as he searchs for clues.
 Schnoz sits nearby, red ball in his mouth.

                        GLASS
            By the way, I'm Glass. This is T.J., and
            Pooch.

                        REILLY
            Mike Reilly.

                        T.J.
                   (offering dirty hand)
            Uh-huh...

 Reilly avoids the hand.

                        POOCH
            That there's Schnoz, mascot and ace bomb
            sniffer. Say hi, Schnozzie.

 Schnoz ignores them, sniffing a charred beam in a corner.

 T.J. points out burn patterns to Glass.

                        T.J.
            Flame racer, partial P.C.L. See this wave
            pattern? Definitely self-contained.

 Pooch sniffs dirt, tastes it.

                        POOCH
            Nitro, dash of Semtrex, vegetable
            oil ...

                        REILLY
            What kind of bomb was it?

                        T.J.
            Device.

                        REILLY
            Huh?

                        GLASS
            We don't use the b-word. Bad luck.

                        REILLY
            So you're the "Device Squad"... and you defuse
            "devices"?

                        GLASS
            Treat. We treat devices.

                        REILLY
            (amused)
            Anything else I should know?

                        GLASS
            Don't push it, slick.

 Schnoz whines and paws at something under the beam. They
 scramble over.

                        T.J.
            Pooch, can you move it?

                        POOCH
            I don't know...

 Pooch positions himself like a weight-lifter preparing to
 dead-lift. He growls as he strains to lift the beam out of
 the way. Glass and T.J. jump in and go to work with
 toothbrushes and tweezers.

 As Reilly watches, fascinated, they uncover a scorched
 fragment of a briefcase handle.

                        T.J.
            Yes, baby, yes ...

 Pooch throws Schnoz the red ball.

                        POOCH
            Good boy, Schnoz. Daddy loves you.

                        T.J.
            Scorch marks... looks like they used
            silly putty.

 Reilly looks to Glass for an explanation.

                        GLASS
            C4, plastic explosive.

                        T.J.
            Helluva fuck factor.

 Reilly again looks for an explanation.

                        T.J. (cont.)
            Don't worry, you'll pick it
            up.

                        POOCH
            Hey, check this out?

 Something glitters in the ashes. Pooch picks it up with
 tweezers. A tiny chip. The guys stare at it, puzzled.

                        GLASS
            Lemme see that.

 Glass takes it, puts on his magnifying spectacles, holds it
 up to the light, frowns.

                        GLASS (cont.)
            Hardware.

                        T.J.
            Computer device?

                        GLASS
            Unlikely. Probably, cash register or
            something.

 Pooch and T.J. go back to searching.

                        GLASS (cont.)
            What can you tell us about the girl with the
            exploding jewelry?

 Glass turns to see Reilly on his way out.

                        REILLY
            I'll get back to you.

 INT. POLICE HEADQUARTERS - DAY 

 Phones are ringing off the hook. Reilly bursts in, notices
 Winters directing an army of cops setting up sophisticated
 tracing equipment.

                        WINTERS
            Let's go, we gotta jump on him the second he
            calls again.

 Reilly discreetly crosses the room but is intercepted by
 Pluchinsky.

                        PLUCHINSKY
            You were lucky today, vice boy. Captain said
            to leave it alone, but just remember, I'm
            watching you.

                        REILLY
            I'm sorry, detective, but you're just not my
            type.

 Pluchinsky's face turns red with rage as...

 An OFFICER holds up a phone urgently.

                        OFFICER
            Captain, it's him!

 The room scrambles into action as Winters grabs the phone.
 Swan's voice crackles over the squawk box.

                        WINTERS
            Winters here.

                        SWAN'S VOICE
            Don't make me send another.

                        WINTERS
            Look, we're prepared to talk, what
            do you want--?

 Click, dial tone.

                        WINTERS (cont.)
            Hello? Hello?

 Winters slams down the receiver. Cops pull off their tracing
 headphones, glance at each other uneasily.

                        WINTERS (cont.)
            Section commanders, in my office, now.

 As the room erupts, Reilly turns to the BOOKING OFFICER.

                        REILLY
            Where's the girl? The one I brought in.

                        BOOKING OFFICER
            Upstairs, interrogation.

 Reilly takes off.

 INT. POLICE STATION - INTERROGATION VIEWING BOOTH - DAY 

 Wearing headphones connected to a tape recorder, a BORED COP
 flips wearily through a comic book in front of a one-way
 mirror. Through it can be seen a bare interrogation room
 where The Girl sits stubbornly at a table across from Harry.

 Stubbing a butt into an overflowing ashtray, Harry rubs the
 back of his neck, gets up and goes through a door, into the
 viewing booth. The Bored Cop looks up, shuts off the tape
 recorder.

                        BORED COP
            Three hours. She's tough.

                        HARRY
            Tough? Tough is "Fuck you, where's
            my lawyer?". This chick doesn't
            say boo.

 The outer door opens, Reilly walks in.

                        REILLY
            Any luck?

                        HARRY
            Bupkiss. Sorry about Rice.

 Reilly nods, accepts the condolence.

                        REILLY
            Captain said I could give it a crack.

                        HARRY
            She ain't no hooker. This is a murder
            investigation.

                        REILLY
            She was my collar. Maybe I'll get lucky.
            But, if you got a problem with that, talk to
            the Captain.

                        HARRY
            I'll be in the can.

 Harry exits. The Bored Cop eyes Reilly suspiciously as
 Reilly crosses to the other door, yanks it open.

 INT. INTERROGATION ROOM 

 As Reilly enters, The Girl stiffens at the sight of him.

                        REILLY
            You remember me.

 Reilly shuts the door, she doesn't respond. The Girl catches
 a glimpse of his 9mm under his trenchcoat, she's unfazed. He
 paces, circling her.

                        REILLY (cont.)
            You know, your boyfriend just killed a ten
            year old at a bus stop, blew her head clean
            off.

 The Girl puts up a good front but we can see she's listening.

                        REILLY (cont.)
            You're scared. You're just caught in the
            middle. But, we've got a guy out there
            wasting people just to get you back. Why? It
            can't be because of your looks. So, I'll be
            honest with you -

 Reilly goes to the table, flicks off the mic.

 INT. VIEWING BOOTH 

 The Bored Cop doesn't notice, he's engrossed in his comic.

 INT. INTERROGATION ROOM 

 Reilly sits, the Girl eyes him like a trapped prey. They're
 enemies, yet there's a strange chemistry between them.

                        REILLY
            Let me be very clear about this. The police
            won't let you go. When your boyfriend
            realizes this, I have a feeling a lot of
            innocent people are going to die. Kids,
            families. I know you don't want that to
            happen.

 She stares, eyes dark, barely registering any emotion at all.
 A flicker of fear, indecision. Her lips part, fighting it,
 then she looks away, letting the fear win. Reilly flushes
 with anger, frustration.

 INT. THE CAVE - DAY 

 Glass squints through a microscope. Pooch sniffs and fumbles
 dirt samples. T.J. rocks to a Walkman as he inspects the
 charred briefcase handle fragment. Bev is at her computer
 searching luggage websites on the Net.

 Reilly comes in, still frustrated.

                        POOCH
            We missed you, where'd you go?

 Before Reilly can answer, T.J. rips off his headphones.

                        T.J.
            Fuckin A, I think I got two partial
            prints here!

                        POOCH
            Awright! How bout you, Glass, how's that chip
            shaking?

 They all look over. Glass stares back darkly.

                        T.J.
            Glass, what is it?

                        GLASS
            I was wrong... this didn't come from
            any cash register.

                        POOCH
            Whadaya mean?

                        GLASS
            It's from an IRA.

                        POOCH
            Oh shit...

                        REILLY
            A what?

                        T.J.
            IRA - instant retirement account.

                        GLASS
            I.R.A. device. Deadliest class of tickers in
            existence. Computerized, multiple sensors,
            booby traps, the works. First showed up in a
            series of I.R.A. bombings in London couple
            years ago. One of their boys tripped it on
            himself and they went back to a less
            complicated timers. The Girl, is she Irish?

                        REILLY
            She's not talking. But, she could be. So,
            obviously, you've seen one of these devices
            before?

                        GLASS
            Only once, at Redstone.

                        REILLY
            Where...?

                        T.J.
            That's one more time than any of
            the rest of us have seen it.

                        POOCH
            Shit. We're fucked.

                        GLASS
            Relax, Pooch, it's just a ticker,
            it's not personal.

                        T.J.
            Let's face it, we all knew it would happen
            sooner or later. The guy who can build a
            mousetrap that's better than we are ...

                        BEV
            Stop it...

                        T.J.
            (points to Reilly)
            And what's he doing to help?

                        POOCH
            Shut up, T.J.!

                        BEV
            Be nice Pooch!

 They all explode into a SHOUTING MATCH (except Glass who is
 in his own world inspecting the microchip an inch from his
 eyes). A moments mayhem until-

                        REILLY
            All of you, shut the fuck up!

 They all go silent, stare at Reilly (except Glass).

                        REILLY (cont.)
            No wonder the rest of the department doesn't
            want to work with you. You're nothing but a
            bunch of... punks.

 Reilly walks out.

 EXT. POLICE PARKING LOT - AFTERNOON 

 Reilly goes to his Studebaker, climbs in.

 INT. STUDEBAKER 

 As he starts it up, the passenger door rips open. Glass
 jumps in, slams the door, furious.

                        GLASS
            Nice performance back there. Where'd you
            learn that, Mike Ditka Sensitivity Seminar?

                        REILLY
            Hey, look--

                        GLASS
            No you look, mister! First, you don't go
            calling my men names. It's bad for morale.
            Second, us "punks" happen to know a heck of
            alot more about police work than any vice cop
            ever did.

                        REILLY
            Oh yeah? Prove it.

                        GLASS
                   (beat)
            Drive.

 Glass glares, a challenge. Glaring back, Reilly guns the
 engine, screeches away.

 EXT. ALLEY - AFTERNOON 

 The Studebaker rumbles up to the machine shop, parks in the
 same haunting spot as the night before.

 Glass and Reilly climb out of the car, flashlights in hand.
 Reilly glances around, bad memories stirring up.

                        REILLY
            The place has already be combed. Forensics
            pulled over a hundred sets of prints inside.

                        GLASS
            Then let's go see what they missed.

 Pulling out a tool kit, Glass quickly picks the door lock,
 yanks open the door, ducks inside. Reilly follows.

 INT. MACHINE SHOP - AFTERNOON 

 Nearly pitch dark inside, shafts of late afternoon sunlight
 glistens on the battered machines. Shadows wash over Reilly
 and Glass as they retrace the path Reilly and Rice took the
 night before, Glass searching intensely, Reilly getting more
 and more uncomfortable.

                        GLASS
            So what were they doing here?

                        REILLY
            I don't know. You tell me?

                        GLASS
            An abandoned machine shop... nice place to
            build devices. Low rent, too. But, you and
            Rice ruined their perfect hideout.

                        REILLY
            You mentioned something called Redstone.

                        GLASS
            Redstone's the army training center in Alabama
            where they send the cream of the crop to learn
            about tickers.

                        REILLY
            Cream of the crop, huh? You?

                        GLASS
            (nods)
            Top of my class at West Point, thank you very
            much. Then off to Redstone. First half of
            the course we learned how to build devices...
            second half, we'd take them apart. Everything
            from firecrackers to hydrogen bombs.

                        REILLY
            Sounds like terrorist heaven.

                        GLASS
            There were a few guys in my class with names
            like John Smith, Bill Jones. I'd see them up
            ahead in the hall, call their name, but they
            wouldn't turn around. C.I.A. Funny thing,
            they'd always disappear after the first half
            of the course.

                        REILLY
            Just how easy is it to build a... device?

                        GLASS
            With a little training, you could go into a
            house and just from stuff in the bathroom and
            kitchen make something that'd finish off that
            alleged car of yours. Heck, didn't you ever
            watch MacGyver?

 Reilly looks at Glass strangely until he realizes they've
 stopped where Rice died.

                        GLASS (cont.)
            So this is where it happened.

 Reilly fights the memory... eyes well up, his hand trembles
 ever so slightly as he points out...

                        REILLY
            Girl was here. The guy in charge was over
            there with one of his men, the other one was
            back there.

 Glass gets down on his hands and knees, scans the floor.
 Reilly talks to distract himself.

                        REILLY (cont.)
            Bombers, what kettle of fish are
            they?

                        GLASS
            Typical profile, usually losers, nobodies
            that're afraid to confront their victims.
            They like scaring people. That's why they
            call in their threats. Same mentality as
            obscene phone callers.

                        REILLY
            Except they'll blow you up if you
            don't play along.

                        GLASS
            No, ninety-ninety percent of them are full of
            baloney. They're into the power trip, not the
            damage. What scares me is that this guy is so
            sophisticated he could blow up whatever he
            wants, then disappear. The worst of the
            bunch, they love the challenge of creating the
            wildest device ever... and they love the
            carnage.

 Glass lays out flat on his stomach and searches deep under a
 machine, picks up a half-smoked cigarette butt with tweezers,
 pulls it out, kneels.

                        GLASS (cont.)
            Hello.

 Glass straightens it out, reads the brand name, "Gallois".

                        GLASS (cont.)
            French. Doubt somebody who worked
            here smoked it. Only half gone, put it out in
            a hurry.
            (glances around)
                   (MORE)

                        GLASS (cont.)
            Figuring the length, assuming it was one of
            these guys, odds are... it was lit outside.

 Glass takes off. Reilly follows.

 EXT. MACHINE SHIP - GARAGE - AFTERNOON 

 Glass and Reilly search the area. Glass moves on his knees,
 aiming the flashlight.

                        GLASS
            This is where the van was parked.

                        REILLY
            Yep.

                        GLASS
            Then, it's gotta be here somewhere ...

                        REILLY
            Look, it's a longshot...

                        GLASS
            Bingo!

 Glass pinches something with his tweezers, holds it up
 triumphantly... a used match.

 CLOSE UP - MATCH UNDER MICROSCOPE

 A jungle of giant fibers teeming with strange molecules.

                        T.J. (O.C.)
            No question, it was definitely the one used to
            l-light the butt. Finger pressure suggests a
            male, average build, height... no prints,
            trace of nylon fiber... he wore a glove.

 INT. THE CAVE - AFTERNOON 

 T.J. punches keys on a computer, peers through the microscope
 as Glass, Reilly, Pooch and Bev stand by.

                        T.J.
            This is strange.

 Two computer screens - one displays the magnified match from
 different angles, the other spills out a stream of formulae
 and chemical breakdowns.

                        T.J. (cont.)
            (reading info)
            Three foreign particles ... vulcanized
            rubber ... resin ... nitro-cellulose.

                        REILLY
            Nitro-cellulose. What is that, some
            kind of explosive?

                        GLASS
            Industrial wood oil. Separately, any one of
            these things could lead in several directions,
            but together ...

                        POOCH
            Ka-Boooom.

                        BEV
            They make bowling balls out of vulcanized
            rubber ...

                        POOCH
            Resin...

                        T.J.
            Lane oil...

                        GLASS
            (beat, proud of his team)
            A bowling alley.

 At an adjacent computer, Bev runs a scan program on the
 match, comparing it against an endless stream of match types
 on file. Schnoz howls awake from a nap as T.J. stabs the
 screen as a match is made, specifications filling the screen.

                        T.J.
            Got it! Ace Match Company, Flint, Michigan.

                        REILLY
                   (amazed)
            You mean you just--? ... You keep a record
            of... matches?

                        GLASS
            Hey, matches are a very big thing in our line
            of work.

                        POOCH
                   (smirks at Reilly)
            "Punks", huh?

                        GLASS
            Bev, give `em a call, find out what bowling
            alleys they supply in this area.

                        BEV
            Right!

                        GLASS
            Pooch, why don't you e-mail your buddies at
            Langley and on the other side of the pond,
            see if any IRAs been popping up lately?

                        POOCH
            You got it.

                        GLASS
                   (to Reilly)
            We work fast enough for you?

 Reilly mouth is opened, duly impressed.

 EXT. BOWLING ALLEY - LATE AFTERNOON 

 The Studebaker and Harley swerve up to a run-down, windowless
 bowling alley, park in a red zone.

 Reilly and T.J, climb out of the clunker, Glass off his bike.

 T.J. checks his hair in the side mirror, sniffs his
 underarms.

                        REILLY
            T.J., what're you doing?

                        T.J.
            My first undercover assignment.
            I gotta look good, right?

 Reilly and Glass exchange a grin, they drag T.J. inside.

 INT. BOWLING ALLEY - LATE AFTERNOON 

 A busy Saturday afternoon crowd. Rock music blasts,
 reverberating with the echo of crashing balls and pins. The
 lanes are teeming with sweating bodies. Sexy waitresses in
 skimpy outfits deliver drinks.

 T.J. ogles women as they wander through.

                        T.J.
            So what're we looking for?

                        REILLY
            Someone who smokes French cigarettes.

                        T.J.
            In this crowd? It's gonna be Marlboros,
            Camels, and maybe a few Kools.

 Reilly and Glass nod, knowing it's a longshot.

 Reilly directs Glass and T.J. to split up to case the place.

 They move through the rowdy crowd, eyes catching every
 smoker.

 INT. BOWLING ALLEY - POOL ROOM/BAR - LATER 

 The music is more redneck-rock, the crowd as well.

 Glass and T.J. are in the midst of game of pool, nursing
 bottles of Root Beer. They continue to play while eyeing
 those coming and going.

 Reilly enters from the alley, catches Glass' eye and shakes
 his head. He goes to the bar and orders a coke.

 He takes the drink and moves over next to Glass as T.J. lines
 up a shot.

                        GLASS
            How long are we going to stay?

                        REILLY
            `Til we get a better lead.

 Reilly's attention is drawn to a crowded booth in the corner
 where a few bowling alley girls block the view of the entire
 booth.

 Glass nudges Reilly, they look over to see Pooch entering the
 bar. He sees them and moves to the bar. T.J. sinks his shot
 and lines up another as Reilly and Glass move to meet Pooch.

 Pooch produces a printout from his jacket, opens it up.

                        POOCH
            Unsolved bombings in the last year... Boston,
            New York, Philadelphia... but no real match

                        REILLY
            Insurance?

                        GLASS
            Political.

                        POOCH
            Exactly my thinking. Except, none of the
            targets can actually be linked to government,
            political or special interest concerns. They
            seem to be just unrelated industrial
            companies. Some insured, some not.
                   (MORE)

                        POOCH (cont.)
            But there's traces of C4 and assorted
            inflammatory additives found in each case.
            The only common denominator is the detonators
            all had circuitry consistent with our micro-
            chip.

                        GLASS
            Not bad for Bomb squad, eh?

                        REILLY
            What not bad. You've got a series of bombs,
            devices, that may or may not be connected, set
            by one or many nutjobs, who may or may not be
            linked.

                        GLASS
            Right.

                        REILLY
            Well... it's more than we had ten minutes ago.

                        POOCH
            I got a friend over at Scotland Yard who's
            gonna try and reach out to a undercover guy
            who would know if any of the rightwingers are
            circulating over here. Bev's following up on
            the briefcase manufacturers, too.

 T.J. comes over.

                        T.J.
            Pooch, you're up. Rack `em.

 They look over to the pool table to see only the cue ball
 left.

                        T.J. (cont.)
            Boss, you're buying the next round.

 T.J. sets his empty Root Beer bottle on the bar.

                        POOCH
            How're you guys doing?

                        REILLY
            Still waiting for a miracle. Go ahead.

 Pooch and T.J. head back to the pool table where two comely
 Gals have begun putting the balls back onto the table. T.J.
 turns on his smile and chats them up.

                        REILLY (cont.)
            Quite a team you've got, where'd you find
            them?

                        GLASS
            It's a small fraternity, everyone knows
            everyone. I'm always recruiting. Pooch is ex-
            D.O.D., military expert... claymores,
            grenades. He played linebacker at Boston
            College, worked a K-9 unit - that led him to
            the Bomb Squad... great nose, lousy fingers,
            we try to keep him away from the tickers.
            T.J. is a heck of chemist, Texas A&M

 engineering degree. Found him in a Militia
 chat room - turns out we were both monitoring
 the same groups. Bev is the natural born
 hacker, we stole her from dispatch. She had
 the Cave reorganized and ultra-high-tech in
 two months. Captain has no idea how much
 hardware she's "found" for us.

                        REILLY
            You guys seem pretty tight.

                        GLASS
            We've gotta be. In this business, you don't
            exactly make alot of outside commitments.

                        REILLY
            Why do you do it?

                        GLASS
            I don't know, it's strange... it's not the
            best career path, but when you get the bug,
            there's nothing you can do about it. See,
            when you beat one of these things...
                   (MORE)

                        GLASS (cont.)
            there's that one second when you realize you
            saw something you weren't supposed to see...
            this beautiful naked woman... Death... and
            then the rush comes, the high, cuz you realize
            you got away with it.

 T.J. returns, shrugs.

                        T.J.
            Lesbians.

 Pooch is still with the girls, showing one of them how to
 line up a shot.

                        REILLY
            Looks like Pooch's doing okay.

                        T.J.
            He's married, he don't even know what a
            lesbian is.

 T.J. waves over the Bartender. He and Glass orders fresh
 drinks as Reilly eyes pretty Blonde across the bar. She
 picks up two beers and grabs a pack of matches off the bar.

 She turns and moves to the booth in the corner. The bodies
 part and Reilly catches a glimpse of Earring.

 Reilly nearly chokes on his coke as Earring takes the matches
 from the Blonde. Earring checks his watches, rises. He
 looks up and catches Reilly's eye - he smiles--then bolts.

 Reilly coughs up his drink and tries to get a word out,
 pointing as Earring slips out the exit door next to the
 booth.

 Glass pats Reilly's back as he gags, eyes blazing.
 Finally...

                        REILLY
            There he goes. He was here the whole time.

 Reilly pushes his way through the crowd with Glass on his
 heels. T.J. rushes over and grabs Pooch away from the Girls
 at the pool table.

 Reilly runs into a pair of enormous Rednecks, spilling their
 beer on them.

 The Rednecks grab him by the collar and prepare to fight as
 Pooch arrives and body-blocks the Rednecks away from Reilly.

 Reilly is released and he continues after Earring as Pooch
 and the Rednecks mix it up.

 A brawl breaks out with Pooch and T.J. in the middle as
 Reilly and Glass make it to the exit door. Reilly flies out-
 but Glass FREEZES dead in his tracks. He spins back to look
 at the corner booth.

 THE SHOPPING BAG sits on the floor under the table.

 Glass tenses.

 The fight escalates quickly, but Pooch employs his linebacker
 skills and cuts down his assailant... and T.J. a natural
 streetfighting-rabbit-puncher. They quickly dispatch the
 Rednecks, leaving them bruised and bloodied... they rush for
 Glass and the doorway--then lock on Glass' reaction and stop.

 EXT. STREET - LATE AFTERNOON 

 Reilly runs out into the middle of the street.

 At the end of the block, Earring is rushing for the corner.

 Reilly draws his 9mm, aims thru the pedestrian--and fires.

 Earring is blown off his feet...

 He hits the pavement hard...

 INT. BAR 

 Reilly enters and sees Glass, TJ and Pooch gathered around
 the booth in back.

                        REILLY
            Say, thanks for the back up--

 The bomb squad ignores Reilly, who now realizes something is
 wrong. He pushes his way through the bar patrons to the
 booth.

 Glass glances up at Reilly.

                        GLASS
            He set one, the son-of-a...

 TJ and Pooch exchange looks--they've never heard Glass so
 close to swearing before.

 T.J. notices a small crowd starting to gather around the
 booth.

                        T.J.
                   (calmly)
            Clear the area, please.

 Nobody moves.

                        REILLY
                   (loudly)
            You heard him, get the fuck away,
            it's a bomb!

 That does it, the crowds shriek and scatter.

 Rolling eyes at each other, the Bomb Squaders turn their
 attention to the shopping bag sitting on the floor.

                        GLASS
            Alright. Let's assess.

 The team eyes the package for a moment...

 Glass makes a determination, whips out a knife, slashes the
 bag open, revealing a computerized nightmare of a bomb
 inside. T.J. rubs his temples with dread.

                        TJ
            IRA.

 Glass puts on his magnifying spectacles, starts to probe.

 Reilly returns.

 Pooch tests hinges with his tweezers. T.J. hands Glass a
 crimp. Pooch pries off a back panel, fingers shaking, lifts
 it every so slightly, sees complex circuitry inside, the red
 glow of a digital readout counting down.

                        POOCH
            Oh shit...

                        T.J.
            Fuck factor ten.

                        GLASS
            Okay, I'm going in, nobody breathe.

 Synchronizing his chronometer to the counter, Glass begins
 disengaging sensor switches.

                        GLASS (cont.)
            Altimeter... choking coil... mercury switch...

 He clips off circuits and booby traps with bloodcurdling
 care, peeling away layer after layer of death... shakes his
 head with awe, respect, fear.

                        GLASS (cont.)
            Triple V.O.M... brilliant... this guy's a
            master...

 Finally he comes to the heart of the bomb, a pair of tiny
 wires leading to the blasting cap, one yellow, one red.
 Precious seconds tick away.

                        GLASS (cont.)
            It's one of these wires.

                        REILLY
            So cut both.

                        GLASS
            One shuts it down, one turns arms it.

                        REILLY
            Which one's which?

                        GLASS
            I don't know. There's an old saying, when in
            doubt, cut the yellow wire.

 Reilly gulps. The device teeters, slightly, alarming T.J.
 and Pooch. Glass nods. T.J. and Pooch each grab a corner of
 the device to steady it. Reilly follows their lead and
 kneels, goes to reach for a corner as well, one hand starts
 to tremble.

                        GLASS (cont.)
            You can go back to the van if you like.

                        REILLY
            No, I'm with you.

 Reilly focuses and wills his hands to steady. He grabs a
 corner and closes his eyes, mind over matter. Sweat streams
 as he concentrates like never before.

 Pooch and T.J. stare at the wires with intensity.

f 15 seconds, 14, 13,... Glass pulls out a clipper.

f 12, 11, 10... He eases the clipper into position.

f 9, 8, 7... He draws in a breath.

 Closing his eyes, he clips the yellow wire. Reilly's eyes
 snap open.

 The counter stops on 4 - no explosion.

 Pooch and T.J. whoop and hug like drunk madmen. Glass steps
 away, stone-faced. Reilly follows him, wobbly.

                        REILLY (cont.)
            You okay?

                        GLASS
                   (smiles)
            Is this a great job or what?

 EXT. STREET - MOMENTS LATER 

 Two squad cars have appeared, Officers cordon off the crime
 scene.

 Glass watches Reilly kneeling over Earring's body digging
 through Earring's pockets, finding nothing but cash,
 cigarettes and matches.

                        REILLY
                   (at Glass)
            Nothing. Nothing traceable.

 INT BAR

 Pooch and T.J. have the device on the ground a few feet away
 from the Earring's body. They delicately continue to take it
 apart so it can be transported safely. Schnoz sits nearby,
 watching. Pooch is on the phone with his wife...

                        POOCH
            I don't know, honey. I'll see. No,
            everything's fine, it was nothing.

 As he says this, he lifts a chunk of C4 and sets it aside.
 Pooch hangs up his phone.

 EXT STREET

 Pooch and TJ exit the bar, moving to Glass and Reilly.

                        POOCH (cont.)
            You guys hungry? The wife's got a heap of
            lasagna leftover.

                        T.J.
            (at Reilly)
            What do ay say?

                        GLASS
            Meg's lasagna. Good eats, Reilly. C'mon.

 Glass notes Reilly's hands.

                        GLASS (cont.)
            Good meal would go a long way to steady your
            system.

                        REILLY
            Got work to do, don't we?

 Pooch scribbles down an address on a scrap of paper from the
 device's shopping bag, hands it to Reilly, offering a smile.

                        POOCH
            In case you change your mind.

 Reilly looks at it awkwardly, then walks away as a News van
 arrives on the scene...

 EXT./INT. DOWNTOWN - STUDEBAKER - EARLY EVENING 

 Reilly cruises into the bowels of downtown. Makes a few
 turns and parks.

 In the shadows of a burned out building, Reilly observes
 several JUNKIES getting a fix from their CONNECTION.

 Reilly watches with scared, tempted eyes.

 He looks at his hands... they're trembling... catches his
 reflection in the rear view mirror. Checks Rice's watches on
 his wrist, taps it. Still not ticking. Ashamed, he
 screeches away.

 INT. POLICE STATION - OFFICE - NIGHT 

 A quiet Squad Room. Reilly bangs out something on a computer
 terminal. He blazes away, typing as fast as he can. He
 holds out his hands. Almost steady. He takes a drink from a
 Protein Shake, returns to typing.

 INT. WINTERS' OFFICE - NIGHT 

 A weary Winters looks up from coffee and paperwork as Reilly
 knocks, walks in. Reilly drops a sheaf of papers on his
 desk.

                        WINTERS
            What's this?

                        REILLY
            Report on the case so far.

                        WINTERS
            You know after a shooting I would normally
            take your badge and weapon, but Glass called
            in already and confirmed it was clean.

                        REILLY
            Yes, sir.

                        WINTERS
            But from now on, any leads on this case go to
            Pluchinsky. He's primary investigator and you
            are unofficially assigned to the Bomb Squad...
            you and your new friends are not to be playing
            detective any more. Got it?

 Reilly nods, accepting.

                        WINTERS (cont.)
            I imagine as soon as they find out one of
            their's is dead, we'll be getting another
            call. So get some sleep, alright.

 Reilly nods, turns and exits.

 INT. SUNCREST MOTEL - ROOM - NIGHT 

 TIGHT on a TV - a pretty Reporter reports live from the
 scene...

                        REPORTER
            To recap, a gunman carrying what police
            described as a phony bomb was shot and killed
            less than an hour ago.

 THE ROOM

 Swan watches the TV report with Beard, eyes narrowing as he
 sees Reilly in the crowd behind the Reporter.

                        REPORTER (cont.)
            While the man's motives and identity remain a
            mystery, police are denying the incident is
            related to the explosion that ripped through a
            bar earlier today, killing 15 and wounding
            more than 30...

 Swan kicks in the TV, destroying it.

                        BEARD
            She talked.

 Swan flips open a suitcase full of bomb-making materials and
 begins to sort through...

 EXT. POOCH'S HOUSE - NIGHT 

 Quiet, cozy, middle class. The Harley and the Bomb Squad van
 are parked out front. Also the Studebaker.

 INT. POOCH'S HOUSE - HALLWAY - NIGHT 

 Reilly exits the bathroom, returns to the dining room where
 the Bomb Squad is laughing, hoeing and haying over dessert.
 Pooch's faithful wife, MEG, pours coffee. TOMMY and JANIE,
 Pooch's kids, sit on Pooch's and T.J.'s knees, in their
 pajamas.

                        MEG
            More coffee, T.J.?

                        T.J.
            No thanks, Meg. Hawed Pooch ever get so
            lucky?

                        MEG
            Mr. Reilly?

                        REILLY
            Mike. No thanks, I'm fine.

                        POOCH
            Time for bed, kiddos. Say goodnight.

                        TOMMY
            Can Uncle Teej tuck us in?

                        T.J.
            C'mon, champ, I'll even give you
            a piggyback.

                        JANIE
            (to Glass, Reilly)
            Goodnight Uncle Charlie, goodnight Uncle Mike.

 Janie surprises Reilly with a shy kiss, scurries upstairs
 with after Pooch, T.J. and Tommy.

                        REILLY
            `Night...

 Meg clears the dishes, Schnoz is asleep on the floor. Glass
 and Reilly are left alone. Reilly takes a sip of coffee,
 hand trembles ever so slightly.

                        GLASS
            How long were you hooked?

                        REILLY
            What?

                        GLASS
            You don't have to talk about it.

 Reilly stares, then opens up slowly.

                        REILLY
            Pittsburgh, two years ago. Partner died, no
            back-up, I was too gung-ho. As usual.

                        GLASS
            Take a tip from the Bomb Boys, always assess,
            if only for a second.

                        REILLY
            I know. I was working a drug ring, deep
            cover. Played the part too well. When they
            pulled me out, I wasn't a cop anymore. My
            fiance had dumped me. Next thing I knew, I
            was out here on the street, doped up,
            auditioning for the morgue when this tough old
            vice cop found me, cleaned me up, gave me a
            second chance. He promised Captain Winters
            he'd look out for me.

                        GLASS
            Your partner?

                        REILLY
            (nods sadly)
            I guess I didn't realize how much I needed
            him. He kept me straight. It's been tough
            every second since.

 Reilly holds up his wristwatch.

                        REILLY (cont.)
            This was his. Doesn't work for shit, but it's
            keeping me straight.

                        GLASS
            Let me see.

 Reilly gives him the watch. Glass pulls out a mini tool kit,
 pries off the back of the watch examines the works.

                        GLASS (cont.)
            Main spring's stuck. All you have to do is
            free the palate and realign the balance wheel.
            Here, you try.

                        REILLY
            I terrible with mechanical things.

                        GLASS
            No you're not, you just don't understand them.
            Here, do what I tell you.

 He holds out the mini-kit. Reilly takes it uncertainly, but
 follows Glass' instructions.

                        GLASS (cont.)
            Okay, first push the pin back with this.
            Good. Now while you keep it there, stick this
            in here and turn it slowly. Easy, that's it.
            Now let the pin go and line up the wheel.
            That should do it.

 Reilly gives it a tweak, looks at the watch, surprised.

                        REILLY
            It's working.

                        GLASS
            Congratulations, you just built your
            first ticker.

 Reilly throws Glass a surprised look.

 EXT. POOCH'S HOUSE - EARLY MORNING 

 Sunrise breaking. Reilly and Glass have their heads under
 the hood of the Studebaker, covered in grease, tools
 everywhere. T.J. sits behind the wheel. Pooch and Schnoz
 stumble out of the house to watch.

                        REILLY
            Okay, hit it.

 T.J. guns the engine, the Studebaker purrs like a tiger.

                        GLASS
            Alright!

                        T.J.
            We've created a monster.

 Glass glances at Pooch.

                        GLASS
            Any word?

                        POOCH
            Nothing. Maybe they gave up, split town.

                        REILLY
            Don't bet on it.

 EXT. POLICE STATION - MORNING 

 Bustling activity...

 INT. THE CAVE - MORNING 

 Reilly enters to find Glass, Bev, T.J. and Pooch busy at work
 at each of their work stations. Glass moves over to watch
 Bev's computer screen.

                        REILLY
            How's the print coming?

                        BEV
            One partial from the handle matches the
            suspect from last night. Name's Carl Taylor.
            Long record of arson, assault, the works. The
            other print - we got nothing from our data
            base or the FBI or CIA... still waiting for
            Interpol.

                        REILLY
            Damn.

 Bev enters another command... the computer goes to work as
 she turns to Reilly.

                        BEV
            Coffee, Mike?

                        REILLY
            No thanks, Bev.

 She smiles warmly. He smiles back, T.J. eyes them, slightly
 jealous of the moment.

 A phone rings. Bev answers it...

                        BEV
            Yes, sir. He's here. I'll tell him.

 Bev hangs up the phone.

                        BEV (cont.)
            Mike, Captain wants to see you
            right away.

 Reilly heads for the door.

 INT. POLICE HEADQUARTERS - MORNING 

 A strange, uncomfortable silence hangs over the squad room as
 Reilly weaves past cops smoking, drinking coffee, waiting.
 They all stare at him. Especially Pluchinsky.

 INT. WINTERS' OFFICE - MORNING 

 Reilly walks in. Winters gestures for him to take a seat as
 he talks on the phone.

                        WINTERS
            Yes ... no, of course not but ... yes,
            sir, I understand.

 Winters hangs up.

                        WINTERS (cont.)
            I got a call from upstairs. They say you
            questioned the girl.

                        REILLY
            Yes, sir.

                        WINTERS
            She's refused to say a word to anyone. What
            made you think you could get her to talk?

                        REILLY
            I didn't. But I had to try.

                        WINTER
            Reilly, I think I've shown that I'm a patient
            man. Rice was your biggest fan and I've tried
            to honor him by giving you some slack. But
            you are very close to running out of slack.

                        REILLY
            Yes, sir.

 Winters lets this sink in, then holds up Reilly's report.

                        WINTERS
            I read your report. Impressive. I'd say it's
            got detective written all over it. But... you
            cross the line one more time... you're gone.
            Are we clear?

 Reilly, nods, shifts uncomfortably.

                        WINTERS (cont.)
            Now, that out of the way. The girl wants to
            talk to you, alone.

 Reilly is shocked.

                        WINTERS (cont.)
            So get going, let's close this thing.

                        REILLY
            Yes, sir.

 Reilly bolts off.

 INT. POLICE STATION - INTERROGATION ROOM - DAY 

 Reilly enters to find Harry and the Girl waiting for him.
 Harry looks the Girl over, nods at Reilly.

                        HARRY
            I'll be outside.

 Reilly nods, Harry exits. Reilly sits down at the table
 opposite her.

                        THE GIRL
            Hello.

                        REILLY
            Hello.

                        THE GIRL (MARY)
            My name is Mary Jordan. We were hired to take
            out some industrial sites. Insurance.

                        REILLY
            But they weren't all insured.

                        MARY
            Cover.
                   (slowly, ashamed)
            It was suppose to be abandoned buildings,
            y'know. No one was suppose to get hurt. The
            night you busted us...We were checking to make
            sure there weren't any vagrants around. Scare
            them away.

                        REILLY
            Who is he?

                        MARY
            Alex Swan. My brother.
            The other two are called Taylor and
            Leveau.

                        REILLY
            Taylor's dead.

 She seems relieved.

                        REILLY (cont.)
            Where are they, Mary?

 Mary takes a deep breath, eyes welling.

                        MARY
            There is a motel downtown, near the Machine
            Shop... the Suncrest. Room 138.

                        REILLY
            Thank you.

                        MARY
            He's my brother...

 Reilly rises and moves to her. Their eyes linger a moment, a
 bond between them.

                        REILLY
            Then why tell me?

                        MARY
            People are dying.

 Reilly nods and touches her shoulder, a light squeeze. He
 turns and exits.

 EXT. SUNCREST MOTEL - ROOM - DAY 

 An army of cops and squad cars out front, Pluchinsky silently
 directs a SWAT team to the door. Reilly and the Bomb Squad
 watch from a distance as they break down the door.

 SHOUTING, mayhem as the team floods into the room.
 Pluchinsky brings up the rear. After a beat, Pluchinsky re-
 emerges, shaking his head.

 AT THE FAR END OF THE MOTEL

 Swan and Beard watch from behind a car. Beard gives Swan a
 dirty look and they quietly move off around the corner.

 AT THE BOMB SQUAD VAN

 Reilly and Glass are visibly disappointed.

 As the others grumble about it, Reilly notices someone across
 the street - the Bag Lady with the pie-tin crown, holding her
 hand out to a MAN getting into his car. The Man ignores her,
 screeches off. The Bag Lady scribbles down his license
 number in her pad. Glass follows Reilly's stare.

                        GLASS
            Ex-girlfriend?

                        REILLY
            Be right back.

 Reilly crosses the street, intercepts the Bag Lady as she's
 pushing her cart away.

                        REILLY (cont.)
            Excuse me... I'm looking for two men who were
            staying at the hotel over there - one has a
            beard, the other's tall, thin. You wouldn't
            happen to have seen them, would you?

                        BAG LADY
            No.

                        REILLY
            No, of course not... well, thanks
            anyway. Here you go, Your Highness.

 He fishes some change out of his pocket, hands it over,
 starts away.

                        BAG LADY
            On second thought, maybe I did.

 He turns back. The Bag Lady flips through her pad, stabs an
 entry with her finger.

                        BAG LADY
            Lemme see... yeah, here it is, 11:18 this
            morning. Very disrespectful. He used to
            drive a van, but he got a new car. You want
            the license number?

 She tears off the page, holds it out.

                        REILLY
            You're beautiful!

 Reilly gives her a big kiss, races back to the Bomb Squad
 who've been watching.

                        REILLY
            We're back in business!

 They all look at him like he's nuts.

 INT. POLICE SQUAD ROOM - DAY 

 Buzzing with action. Harry and Pluchinsky attack Winters
 with printouts.

                        HARRY
            Ran the license plate - car was rented early
            this morning from a Hertz office downtown.

                        PLUCHINSKY
            Alex Swan - demolitions expert, trained at
            Redstone, dropped out, freelanced in the
            middle East for awhile, then disappeared, no
            criminal record. The other one, Leveau, is
            French Canadian, he's a mercenary, record in
            half a dozen countries.

                        WINTERS
            Get out an APB, now!

 Harry moves off to the DISPATCHER as a fax machine comes to
 life on the desk next to PLUCHINSKY. A fax spews out...

 "WINTERS. LET HER GO NOW... OR A BOMB'S COMING CLOSE TO
 HOME."

                        WINTERS (cont.)
            Jesus. Pluchinsky, get four squad cars out to
            my house, get my family out of there, tell my
            wife I'm on my way.

                        PLUCHINSKY
            Yes, sir.

 EXT. POLICE STATION - DAY 

 Cops race to their cars. An armada of black-and-whites
 scream out of the parking lot. Winters appears and jumps
 into his Ford Sedan and tears out.

                        DISPATCHER (V.0)
            ... suspects driving a dark green
            Ford Grenada, license number one
            Two Eight Michael Vincent Edward ...

 EXT. SUBURBS - DAY 

 Squad cars roar up and down the streets.

 Two cars are parked out in front of one house in particular.

 INT. POLICE STATION - SQUAD ROOM - DAY 

 In the squad room, Pluchinsky and some men wait anxiously by
 phones, computer-consoles, radio switchboard.

 EXT. POLICE STATION - DAY 

 Reilly idles in his Studebaker. T.J. and Pooch come out of
 the parking lot in the Bomb Squad Van, Glass motors along
 side Reilly. He guns the bike and takes the lead, followed
 by Reilly, then the van.

 They pull out into traffic and head towards the suburbs.

 EXT. STREET - DAY 

 Beard drives, Swan rides shotgun. A briefcase lies on the
 seat between them.

 As he makes a left, Beard notices the Bomb Squad Van coming
 the other direction.

                        BEARD
            We've got company.

 Swan whirls, pulls a gun as Glass and Reilly pass them.

 Reilly double-takes...

 INT. STUDEBAKER 

 Reilly grabs his radio mic, yells into it...

                        REILLY
            Glass, there they are. Pooch right in front
            of you, you got `em, you got `em.

 EXT. STREET - DAY 

 Reilly SKIDS to a dead stop. Glass, up ahead tries to
 maneuver around slowing cars as...

 The Grenada speeds down a street right in front of the Bomb
 Squad Van.

 Pooch cranks into a turn and gives chase. Reilly and Glass
 are pinned in by other cars. They both finally squeeze out
 of their jams in different directions...

 EXT./INT. ANOTHER STREET - BOMB SQUAD VAN - DAY 

 An excited T.J. jumps on the radio.

                        T.J.
            Dispatch, this is Bomb Squad. Suspects
            sighted on Fern Street, two blocks from HQ.
            In pursuit.

                        DISPATCHER (O.C.)
            Roger that. All available units...

 EXT. STREET - DAY 

 Beard speeds around another corner, the lumbering Van has
 difficulty keeping up and loses sight of the Grenada for a
 moment.

 EXT. ANOTHER STREET - DAY 

 The Grenada speeds up, heading towards the Police Station up
 ahead.

 The Bomb Squad Van appears and speeds up.

 ON THE SIDEWALK

 Swan stands discreetly in a phone booth, watching as...

 ON THE STREET

 Beard steers towards a parked Squad Car next to the Station -
 on collision course. At the last second, Beard dives from the
 moving car, hits the pavements and rolls.

 The Grenada CRASHES into the Squad Car... but no explosion.

 The Bomb Squad Van SKIDS to a stop as two uniformed Officers
 rush out of the Station.

 Beard has rolled to his feet and is now sprinting off down
 the street.

 Pooch and T.J. jump out of the Van (leaving a BARKING Schnoz
 inside) and sprint towards the Grenada, guns drawn. Pooch is
 quickly huffing and puffing. T.J. continues after Beard as
 Pooch moves towards the Grenada. The uniforms follow T.J.

 Glass on his Harley appears from behind the Van. At the far
 end of the street the Studebaker rumbles into view, followed
 by a Squad Car, lights flashing. Everyone closing in on
 Beard.

 T.J. aims and yells at Beard.

                        T.J.
            Police, freeze!

 Beard whirls around, SPRAYING automatic weapon FIRE at T.J.
 and the Uniforms - they hit the pavement.

 A few nearby Pedestrians SCREAM and drop to the ground.

 Reilly jumps out of his Studebaker as Beard turns his FIRE on
 him, BLOWING OUT his windshield.

 Back at the Grenada, Pooch ducks for cover by the open
 driver's door.

 Glass runs his Harley behind a parked car.

 The Squad Car behind Reilly SKIDS to a stop and as Beard
 shifts his aim, T.J. and Reilly each PUMP TWO SHOTS into
 Beard's torso.

 Beard spins around, drops - dead silence on the street.
 Relief all around. Everyone stands back up. T.J.'s jaw
 drops at the sight of actually having hit the suspect with
 his bullets.

 AT THE GRENADA

 Pooch exhales in relief, then hears BEEPING coming from the
 front seat of the car. He looks in to see the briefcase
 open, countdown ticking away.

                        POOCH
            Oh... damn.

 KA-BOOOOOM!!!

 The Grenada explodes in a massive FIRE-BALL, throwing nearby
 Glass off his feet. Everyone else drops back to the ground,
 covering their heads.

 DOWN THE STREET - AT THE PHONE BOOTH

 Swan grins and walks away down an alley.

 We can hear the CRY of Schnoz, WAILING from the front seat of
 Van.

 INT. POLICE STATION - WINTERS' OFFICE - EARLY EVENING 

 Reilly stares off into space. Surreal silence, like a
 dream... Reilly looks at his watch, keeps his eyes low as he
 steals a glance at Glass in the other chair, face wracked
 with pain, loss.

 They both look through the glass office at the squad room
 outside, the sounds of reality fade in... phones ringing,
 voices shouting... a tense, chaotic emergency atmosphere.

 Reilly and Glass rise as Winters walks in, closes the door.

 He sits behind his desk, lights a cigarette.

                        WINTERS
            Glass, sorry about Pooch, he was a good man.
            We don't have time to give you a break right
            now, we're going ahead and-

                        REILLY
            My God, you're going to use her, aren't you?

                        WINTERS
                   (ignoring Reilly)
            Glass, you're to stand by with your team.

                        REILLY
            I promised her she'd be safe.

                        WINTERS
            It's our only option.

                        REILLY
            It won't work, he'll know it's a trap...

                        WINTERS
            Reilly, you're done for now. What the hell
            were you thinking directing the Bomb Squad
            Team into hot pursuit. They had no business-

                        REILLY
            I know.

                        WINTERS
            You've been at the center of two suspect
            fatalities and two Police Officer fatalities.
            I'll need your badge and your weapon.

 Reilly looks at Glass, there'll be no stepping in this time.
 He glares at Winters, reaches into his jacket, pulls out the
 badge and tosses it on Winter's desk. He pulls out his 9mm,
 pops out the clip and open the chamber, sets it down.

 INT. POLICE STATION - SQUAD ROOM - EARLY EVENING 

 Reilly and Glass trudge out, both profoundly disturbed as
 they head across the squad room. Glass veers off.

                        REILLY
            Glass--!

 Reilly stares, eyes wet, watching him disappear.

 Glancing over, he notices Bev and T.J. sitting with Meg down
 the hall, Tommy and Janie asleep in her lap. Schnoz walks up
 to Meg, whimpering. Bev wraps her arm around her. T.J.
 puts his hand on Bev's shoulder.

 Pluchinsky brushes roughly past Reilly, snapping him out of
 it. He turns, walks dejectedly out.

 EXT. POLICE STATION - REAR ENTRANCE - EARLY MORNING 

 An armored van screeches up. Doors fly open. Metro SWAT
 Team jumps out with equipment, helmets, rush into the
 building.

 INT. POLICE STATION - SQUAD ROOM - MORNING 

 Thundering silence. Winters and his men wait by phones.
 Their watches tick. So does the clock on the wall. Nothing.
 SWAT Team Captain BENSON, huddles with his men.

 A phone rings, shattering the quiet. Harry answers it, holds
 it up urgently.

                        HARRY
            It's him!

 Winters takes it. A new high-tech TRACER flicks on a new
 piece of equipment.

                        WINTERS
            Winters here.

 Swan's voice comes over the squawk box, growling low.

                        SWAN'S VOICE
            You motherfuckers, you don't learn,
            do you?!

                        WINTERS
            We're prepared to talk-

                        SWAN'S VOICE
            Shut up! Shut up!

 The Tracer homes in on the signal.

                        TRACER
            15...

                        SWAN'S VOICE
            You have exactly thirty minutes to release the
            girl where you found her.

                        TRACER
            Twelve ...

                        SWAN'S VOICE
            Thirty minutes.

                        TRACER
            Nine ...

                        WINTERS
            How do we know you'll keep your word?

 Click, dial tone.

 Winters flashes a look at the Tracer. The Tracer yanks off
 his headphones in utter frustration.

                        WINTERS
                   (to his men)
            Okay, let's move!

 The room erupts into action. Benson and the SWAT Team are
 the first ones out the door...

 EXT. ALLEY - DAY 

 Hauntingly familiar. An unmarked police car pulls up and
 stops behind the machine shop.

 EXT./INT. ALLEY - CAR 

 Harry sits behind the wheel. Mary sits in the back,
 handcuffed to Pluchinsky.

 Pluchinsky unlocks the cuffs. Mary's eyes flare

                        PLUCHINSKY
            Get out and go to the machine shop -

 Mary steps out of the car. She glances around--then heads in
 the opposite direction of the Machine Shop. Pluchinsky
 curses. He starts to go after her, but realizes he'd better
 clear the area. He peals out.

 EXT. STREET - DAY 

 Undercover Men in various disguises track her from cars, and
 on foot, communicating by hidden mics. A WINO eyes her
 carefully, lifts a bottle to his mouth and whispers...

                        WINO
            She's out of the bag.

 Mary exits the alley onto the street, searching where to go.
 She turns down the street and moves fast, eyes darting about.

 EXT. STREET 

 The SWAT van is tucked into an alley...

 INSIDE THE SWAT VAN

 Winters, Benson and Team monitor the radio communication.

                        WINO (O.C.)
            (on the radio)
            Position Four. Turning on Elm.

 EXT. ELM STREET - DAY 

 Mary crosses the street, a Camero nearly clips her. She
 makes it safely to the sidewalk and passes a TRUCK DRIVER
 eating a hot dog. After she moves off...

                        TRUCK DRIVER
                   (speaks into sleave)
            Six. She's crossing to Main.

 Mary looks around quickly, blends into a crowd coming out of
 a store and ducks inside.

                        TRUCK DRIVER (cont.)
            She just went into a department store. She's
            out of sight.

 INSIDE THE SWAT VAN 

 Winters grabs the mic...

                        WINTERS
            Seal the building!
            (to Benson)
            Let's move.

 The SWAT van RUMBLES to life.

 INT. DEPARTMENT STORE - DAY 

 Mary bolts through the store, ducks through a service door.

 EXT. DEPARTMENT STORE - SERVICE ENTRANCE - ALLEY - DAY 

 Mary bursts out, runs like a spooked horse.

 As she dashes to the mouth of the the alley, she runs smack
 into the Camaro that almost hit her. It SCREECHES to a stop.
 The passenger door flies open.

 Mary leans down and looks in, flushes. It's Swan. He
 reaches over and yanks her inside, TEARS away.

 The Truck Driver runs into the other end of the alley.

 He starts to give chase as Swan tosses a small package out of
 the car. The Truck Driver dives for cover as...

 KA-BOOOOM!!! A dumpster EXPLODES. The Truck Driver jumps to
 his feet...

                        TRUCK DRIVER
                   (into sleave)
            We have contact. Black Camaro-

 INSIDE THE SWAT VAN 

 The Van SPEEDS up as we hear...

                        TRUCK DRIVER (O.C.)
            -license number HQW-256.

 EXT. CITY STREETS - DAY 

 From every direction, unmarked cars, squad units and the SWAT
 Van converge on the area.

 INT. CAMARO - MOVING 

 Swan drives with deadly confidence, glances at Mary tenderly.

                        SWAN
            You okay?

                        MARY
            Alex-

                        SWAN
            I know. I warned them.

 He swerves left, then right, pulling a transmitter out of his
 pocket.

                        MARY
            What is that?

                        SWAN
            Security.

 He sets a dial to 10, pushes a button.

 The transmitter counts down... 9, 8, 7...

 EXT. ALLEY - DAY 

 The Camaro tears down a one-way alley going the wrong way.

 INTERCUT WITH TRANSMITTER COUNTDOWN - 6, 5, 4...

 Undercover vehicles race after the Camero, seconds behind.

f 5, 4, 3 ...

 They swerve into the alley.

 Then just as Swan whooshes out, a charge EXPLODES a stack of
 gallon drums. They fall down into the path of the
 pursuers who crash into the FLAMING DRUMS.

 The lead car EXPLODES...

 EXT./INT. STREET - CAMERO - MOVING - DAY 

 Mary looks back in horror as she's whisked away.

 INT. DOWNTOWN BAR - DAY 

 Dark, filthy, last stop to nowhere.

 INT. BACK HALLWAY 

 Drunk, dejected, looking like shit, Reilly waits for a fix
 with a couple other JUNKIES. The TV in the bar drones in the
 background.

 The Dealer appears and gestures to Reilly.

                        DEALER
            C'mon, cowboy, you're next.

 Reilly trudges over.

                        DEALER
            Okay, what's it gonna be? I got China White,
            Snow Flake, Ivory Pearl...

 Reilly looks up sharply as he hears the TV, visible through
 the doorway.

                        REPORTER ON TV
            We're coming to you live near the scene of
            that latest, explosion that ripped through a
            downtown alley less than half an hour ago.

 Something clears behind Reilly' eyes.

                        DEALER
                   (impatient)
            Hey, asshole ...

                        REPORTER ON TV
            Despite growing fears and talk of a coverup,
            police have sealed off the area and are
            refusing to comment about fatalities, or the
            rumor that terrorists may be involved.

 Reilly's eyes shift, mind racing.

                        DEALER
            Hey, I'm talking to you--

 Suddenly himself again, Reilly bolts up, sending the Dealer
 and his equipment scattering, and streaks off. He bursts out
 of the front door of the bar into the glare of sunlight... we
 can hear SIRENS not too far off.

 INT. STUDEBAKER - MOVING - DAY 

 Driving like a maniac as usual, Reilly grabs the radio mike
 with one hand, pulls his back-up .357 out of the glove-box.

 He listens out the window for the SIRENS, he looks up at the
 sound of approaching HELICOPTERS.

 EXT. GAS STATION - DAY 

 In the service bay, a MECHANIC raises the black Camaro on a
 hydraulic lift, out of sight from the street.

 Out front, Swan pays an ATTENDANT, climbs into an orange U-
 Haul truck with Mary, drives off.

 A beat, a squad car and an unmarked speed past the Gas
 Station.

 EXT./INT. STREETS - U-HAUL - MOVING 

 Swan brushes Mary's hair from her face.

                        SWAN
            You hungry? We could get something to eat.

 Mary shakes her head, scared.

                        SWAN
            What's the matter?

                        MARY
            Nothing... just tired.

 She forces a smile. Swan frowns suspiciously as he turns
 down a service road, pulls into...

 EXT. SELF-STORAGE WAREHOUSE - DAY 

 Swan pulls up to the loading dock of the warehouse.

 INSIDE THE TRUCK CAB

                        MARY
            Why are we stopping here?

                        SWAN
            We're moving' on. I have to pick up the
            supplies. Just two little boxes.

 Mary turns white.

                        MARY
            No... No more killing.

                        SWAN
            Stay here.

                        MARY
            Alex, please.

                        SWAN
            Stay in the truck.

 He gets out, disappears into the building.

 Mary glances around desperately, sees a phone booth at the
 corner. She looks back at the warehouse, the phone again,
 terrified.

 LOADING DOCK

 Yanking her door open, Mary dashes to the booth, searches her
 pockets. Empty. She dials zero... it rings and rings, then
 finally...

                        OPERATOR (O.C.)
            Operator.

                        MARY
            Get me the police!

                        OPERATOR (O.C.)
            Is this an emergency?

                        MARY
            Yes! Please, hurry!

 Mary's back is to the warehouse as she waits forever.

                        SERGEANT'S VOICE
            Police, Sergeant Doyle speaking.

                        MARY
            Please, I need help, my name is--

                        SERGEANT DOYLE'S VOICE
            Whoa, slow down, lady. Now what's
            that again?

 Suddenly Mary sees the reflection of a face in the phone
 booth glass. She whirls - Swan is standing behind her!

                        SWAN
            Who are you calling, sis?

                        MARY
            What? Nobody, I-

 She tries to hang up. Swan grabs the receiver.

                        MARY
            Alex, please-

                        SWAN
            Shut up!
            (into phone)
            Who is this?

                        SERGEANT DOYLE'S VOICE
            Sergeant Doyle, Metro P.D. Look, what's going
            on--?

 Swan's eyes turn cold, SLAMS down the phone.

                        MARY
            Help!

 Swan grabs Mary, dragging her with him. A pair of TEENAGE
 BOYS on skateboards notice, veer over.

                        BOY
            Hey--?

 Swan whips out his Mac-11. The Boys skate for cover as Swan
 drags Mary back to the U-Haul.

 The open back door reveals a number of 55 gallon drums, some
 boxes and two milk crates of C4. He SLAMS down the sliding
 door, moves around front and shoves Mary inside.

 INT. STUDEBAKER - MOVING - DAY 

 Caught in traffic, map spread out in his lap, Reilly slams on
 his horn.

                        REILLY
            C'mon, move it.

 His police radio crackles.

                        DISPATCHER VOICE
            All units, 211 reported at 8th and Sycamore.
            Suspect is a Caucasian male, armed with an
            automatic weapon, last seen heading east with
            female hostage in a U-Haul truck ...

 Reilly perks up, checks his map.

 Jamming the wheel, he crashes out of traffic, ripping the
 bumper off the car in front of him, and rockets away.

 He grabs his mic, thinks, disguises his voice.

                        REILLY
            Dispatch, this is Reilly.

                        DISPATCHER VOICE
            Go ahead.

                        REILLY
            Patch me through to the Bomb Squad.

                        DISPATCHER VOICE
            Aren't you on suspension?

                        REILLY
            Just do it.

                        DISPATCHER VOICE
            Hang on.

 Reilly runs a red.

                        T.J.'S VOICE
            T.J. here.

                        REILLY
            T.J., it's Reilly, put Glass on!

 EXT./INT. STREET - BOMB SQUAD VAN - MOVING - DAY 

 T.J. is in the passenger seat, Bev sits in the back with
 Schnoz, Glass drives. Glass takes the mic.

                        GLASS
            What's up?

 INTERCUT WITH REILLY

                        REILLY
            Where you guys at?

                        GLASS
            Driving in circles, waiting for-

                        REILLY
            Catch that alert? That's him in the U-Haul.

                        GLASS
            How do you know?

                        REILLY
            Cuz he got the girl, now he's leaving town.

                        GLASS
            Should we head for the Interstate?

                        REILLY
            Would you?

                        GLASS
            No, I'd slip out past the hotel district,
            behind Greyhound...

                        REILLY
            Me, too.

 Reilly hangs up, fishtails around a corner, map blowing out
 the window.

 EXT. STREETS - DAY 

 Patrol cars, unmarked and the SWAT Van criss-cross the
 streets in confusion...

 EXT. ANOTHER STREET - DAY 

 T.J. speeds by in the Bomb Squad van.

 INT. STUDEBAKER - MOVING - DAY 

 Reilly swerves onto 8th Street, eyes searching desperately.

 Rounding the rear of a huge glass luxury hotel, Reilly
 catches a glimpse of orange disappear around a corner.

 Reilly bangs a hard right to go around the block.

                        REILLY
                   (into mic)
            Glass, Eighth Street, alley behind Grand
            Hotel. Cut him off.

                        GLASS (0.C.)
                   (on radio)
            You got it.

 EXT. ANOTHER STREET - DAY 

 The Bomb Squad accelerates...

 INT. STUDEBAKER - MOVING - DAY 

 Reilly changes channels on the radio...

                        REILLY
                   (into mic)
            All units, suspect spotted heading down alley
            behind Grand Hotel.
                        (MORE)

                        REILLY (cont.)
            (beat)
            We need back-up, now.

 EXT./INT. STREET - SWAT VAN - MOVING - DAY 

 Winters is shocked at the sound of Reilly's voice.

                        WINTERS
            (into mic)
            Reilly, what the hell are you-?

                        REILLY (O.C.)
            (on radio)
            Fire me later. Close in and we got the
            bastard.

                        WINTERS
            Pull back. You're only an observer.

 EXT./INT. STREET - STUDEBAKER - MOVING - DAY 

 Reilly throws down his mic, aims at the alley ahead and
 speeds up, then cranks into the alley, SCREECHES to a stop.

 EXT. ALLEY - DAY 

 The U-Haul barrels down the alley. Swan sees Reilly up ahead
 get out of his car and aim his .357

 Swan SLAMS on the brakes. Throws the vehicle into reverse.
 Checks his mirror to see the Bomb Squad Van appear at the end
 of the alley. He's completely pinned in.

 Glass and T.J. jump out, they are in bullet-proof vest,
 aiming shotguns, using the van as a shield. Bev jumps out
 with Schnoz and slips behind the van entirely.

 AT THE STUDEBAKER

 Reilly's radio CRACKLES...

                        WINTERS (O.C.)
            Reilly, what's happening? Reilly! Reilly!
            Do not engage. We're five minutes-

                        REILLY
            (into mic)
            We'll keep him pinned in, you guys hurry up!

 Reilly throws done the mic, takes aim again.

 THE U-HAUL

 idles. Swan's rage erupts. He climbs out with Mary in tow.

 ALLEY

 Reilly aims carefully...

 Swan keeps his Mac-11 to Mary's head. Reilly is frozen by the
 move. Swan backs to the rear of the van. He slides up the
 door, revealing the drums and explosives to the Bomb Squad.
 He reaches in and grabs a remote control.

 SIRENS are coming closer, only a block or two away...

 AT THE BOMB SQUAD VAN

 Glass and T.J. drop their jaws. They see Swan depress the
 remote, arming the explosives.

                        T.J.
            Jesus...

                        GLASS
            Reilly! He's loaded!

 ALLEY

                        REILLY
            (yelling)
            Glass, you guys take cover, goddammit!

                        SWAN
            I want out, right now. Or the whole city
            block is gone.

                        GLASS
            Reilly, he's got enough to do it.

 Reilly leaves the cover of his car and scurries along the
 side of the alley, escaping Swan's view.

 Swan rages. He moves around the van, pulling Mary along.

 Swan SPRAYS a FLURRY of bullets over Reilly's head... Reilly
 dives for cover as bullets rip the alley wall inches from his
 face.

 Swan whirls and SPRAYS the Bomb Squad Van, dropping T.J. with
 a shot to the leg. Bev drops to his aid. Glass grimaces,
 having been hit in the shoulder.

 Reilly moves forward about to take the shot.

                        GLASS (cont.)
            Reilly, don't. He's got a pressure switch.
            He releases it, we're done for.

 Swan turns back to Reilly, rams his Mac-11 to her throat.

                        SWAN
            Drop it.

                        MARY
            (to Reilly)
            Take him!

 Mary jerks away from Swan.

 Reilly fast FIRES.

 Swan takes Reilly's SHOTS in the chest. He smiles as he
 starts to fall, his hand starts to open up to release the
 detonator...

 Mary dives onto Swan and grabs at the remote, clasping it in
 her hands. Swan collapses, Mary on top of him.

 Reilly and Glass sprint at the U-Haul, reaching a trembling,
 bleeding Mary.

 She clinches her jaw, fighting the grief, holding on to the
 remote.

 Reilly reaches Mary first and puts his hands over her's - she
 looks up into his eyes--distraught.

                        GLASS
            Hold on to that thing tight.

 Glass goes to the explosives and looks over the set-up.

                        GLASS (cont.)
            Jesus Fucking H. Christ...

 Reilly has never heard Glass swear before...

                        REILLY
            Fuck factor?

                        GLASS
            Off the scale.

                        REILLY
            What do we do?

 Glass turns to Mary.

                        GLASS
            Can you hold it?

 She nods. Reilly releases her gently, joining Glass at the
 van.

                        REILLY
            Talk to me. Let's assess.

                        GLASS
            Right.

 Glass stares at the digital read-out on the device anchored
 in one of the C4 crates. It reads: "1:30, 1:29..."

                        REILLY
            C'mon, talk to me! We can do it!

                        GLASS
            He has a timer going as back-up, in case we
            got a hold of the remote.
            (beat)
            Okay... first, run your fingers along
            the edges, feel for a sensor.

 Reilly does it the way he saw Glass do it before.

                        GLASS
            Good, now the other side.

                        REILLY
            Nothing.

                        GLASS
            Okay, let's go in.

f 1:18, 1:17, 1:16 ....

 Reilly feels around, finally finds an access hole.

 Reilly works the hole bigger.

                        GLASS (cont.)
            Not enough time ... gotta go for the
            blasting cap. Only one chance... hand
            entry.

                        REILLY
            Keep talking.

                        GLASS
            Close your eyes, feel your fingertips. Tell
            me everything you feel.

 Reilly' hand disappears into the hole.

 CLOSE-UP - INSIDE THE BOMB

 His fingers snake through complex circuitry as he describes
 each layer.

                        REILLY
            Wires... metal, cold... something soft...

                        GLASS
            Don't touch that.

 BACK TO SCENE

 The red digital numbers keep counting down: 0:38, 0:37, 0:36

                        REILLY
            More metal... sharp edge...

                        GLASS
            Stay to your left.

 Deeper, deeper.

 AT THE BOMB SQUAD VAN

 The SWAT Van and a unit arrive, Winters and Benson jump out,
 the SWAT Team is about to follow-

                        T.J.
            Get outta here, Swan's down, but they're
            chilling a device.

 Winters looks to the action at the U-Haul, sees Reilly and
 Glass busy at work. He nods at Benson.

f 0:30, 0:29, 0:28...

 Finally Reilly' fingers touch a button object. We hear the
 SWAT Van and the unit retreat at the end of the alley.

                        REILLY
            Something round, two wires ...

                        GLASS
            That's the blasting cap - good! Okay, now
            grab it by the base and pull it straight up.
            No, Wait...

                        REILLY
            What's wrong?

                        GLASS
            Too easy. There's gotta be something else in
            there, another cap maybe.

                        REILLY
            Make up your mind, trigger.

f 0:19, 0:18, 0:17...

                        GLASS
            Ease your thumb over to the right - feel
            anything?

 Reilly eyes shift as his hidden fingers feel around...

                        REILLY
            Yeah, another round thing.

                        GLASS
            Okay, one of the caps turns it on,
            the other shuts it down.

                        REILLY
            Which one's which?

                        GLASS
            I don't know.

                        REILLY
            What... ?

                        GLASS
            When in doubt, pull the yellow wire.

                        REILLY
            How the hell do you feel yellow?

                        GLASS
            No excuses, just do it!

f 10... Reilly glares at Glass.

f 9... His face is dripping with sweat.

f 8... His fingers shift back to the first cap.

f 7... They close over it, ready to pull.

f 6... But then they stop.

f 5... Reilly frowns.

f 4... Glass stabs him with a look.

f 3... 2... Lightning-quick, Reilly' fingers fly back and yank
 the second cap out of its base.

 The counter stops. 0:01.

 Reilly and Glass and stare at it, holding their breath,
 hardly daring to believe it's true. They whoop and explode
 with relief.

 It's over... it's finally over.

                        GLASS (cont.)
            Not bad, for a rookie.

                        REILLY
            Thanks.

 Reilly and Glass turn to Mary who has lost consciousness but
 is still holding the remote tightly.

 Glass looks up to see T.J. and Bev peeking from around their
 van.

                        GLASS
            All clear, but we need an ambulance!

 Bev jumps into the van to make the call as T.J. starts
 limping towards the U-Haul. Schnoz yelps and drops from the
 van and runs for the U-Haul.

 Reilly cradles Mary in his lap as Glass kneels and removes
 the remote - the red light stops flashing, then turns off.

 T.J. arrives and looks down at Reilly and Mary, then at the
 device in the U-Haul.

                        T.J.
            Nice work.

                                                 DISSOLVE TO:

 INT. POLICE STATION -SQUAD ROOM - DAY 

 The room is back to its usual bustling activity.

 INT. POLICE STATION - WINTER'S OFFICE - DAY 

 Winters is going through reports on his desk as Reilly
 enters. Reilly is cleaned up, shaven, haircut, new suit... a
 new man.

 Winters look up, impressed with the change.

                        WINTERS
            Mayor loves a hero.

 Winters hands Reilly an envelope and a new badge.

                        WINTERS (cont.)
            Just want you wanted. Your promotion, and
            transfer.

                        REILLY
            Thank you, Captain.

 Winters nods and goes back to his paperwork.

 INT. THE CAVE - DAY 

 T.J. and Bev work closely together on a mock-device. T.J. is
 teaching her the job. They smile warmly at each other.
 Glass is on the computer.

 Reilly enters.

                        BEV
            Hey, you look great.

 T.J. flinches, but she winks at him to calm him down. T.J.
 smiles... no longer threatened.

 Glass doesn't look up from his computer.

                        GLASS
            You're late.

 Glass points to the work station next to him where a Bomb
 Squad Protocol Program is waiting on the screen.

 Reilly smiles and he sits next to Glass, hands him the
 transfer papers envelope.

                        GLASS (cont.)
                   (softening)
            Welcome to the family.

 Glass accepts the papers and shakes Reilly's hand.

                        REILLY
            Nice to be here.

                        T.J.
            That feeling won't last long.

 T.J., Glass and Bev start laughing. After a beat, Reilly
 joins in heartily.

 FADE OUT.