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\ec·lec·tic\ adj. selecting from various systems, doctrines, or styles. n. a person who uses various methods in philosophy, science, or art.


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GONE IN 60 SECONDS

by Scott Rosenberg

4/6/99

NOTE! THIS IS FOR EDUCATIONAL PURPOSES ONLY AND CANNOT BE PRODUCED, DISTRIBUTED, PERFORMED, ETC.

"I wonder," Toad said to himself presently, "I wonder
if this sort of car starts easily?"
     Next moment, hardly knowing how it came about, he
found that he had hold of the handle and was turning
it. As the familiar sound broke forth, the old
passion seized on Toad and completely mastered him,
body and soul ... He increased his pace, and as the
car devoured the street, he was only conscious
that he was Toad once more, Toad at his best and
highest. And he sped he knew not whither, fulfilling
his instincts, living his hour, reckless of what
might come to him... "

-- Kenneth Grahame, "THE WIND IN THE WIILLOWS"







"All the redemption I can offer, girl, is beneath this dirty
hood... "

-- Bruce Springsteen, "THUNDER ROAD>"









FADE IN:

EXT. LONG BEACH STREET - LOWER GRAND - NIGHT

The streets are empty. Low fog skims the sidewalks below a gray stew
of a sky. It's slightly fuzzy, slightly surreal.  The vast Port of Los
Angeles is visible in the b.g... No cars parked here ... No cars
except -

A '67 SHELBY MUSTANG GT-500

Silver with deep grill, its sculptured side panels ending in air
scoops ... All cock and balls, it stands alone in the lonely cool
before dawn ... An old-school totem to speed and style... And then
SOMEONE approaches...

Through the mists of morning ... In leather coat and jack boots ...
He's early 30s, with the vaguely whimsical confidence of a shimmer
that refuses to fade ...

This is RANDALL RAINES, whom they call MEMPHIS - though know one's
quite sure why ... But they do know he's the auto-boost in Southern
California ...

Memphis approaches the Mustang with a gathering awe ... Like a desert
crash survivor coming upon an oasis ... He walks around it ...
Admiring it ... Adoring it ...

But then a FIREBIRD pulls up alongside him. Its driver -
ATLEY JACKSON, early 30s, handsome, jocular leans out for:

                        ATLEY JACKSON
           You gonna steal her or kneel down to
           her and pray -- ?

Memphis looks at him, still enthralled...

                        ATLEY JACKSON (cont'd)
           I know, I know ... It's Eleanor ...
           Just take her, slick. - -

And Atley drives off slowly, Memphis looks this way and that ...
No one about ... He removes a SLIM JIM from a deep pocket in his
coat... He slims the door panel ... Pops the button ... opens the
door ...

Watch him work. Quick as shit. A SCREWDRIVER appears another
pocket ... He pops the BUTTERFLY to the IGNITION

A RATCHET appears... He strips the mechanism... Now a GIZMO - a,small
socket-like device - is pressed into the
ignition ... A twist of the wrist ... And the 320-bhp 289 V8 rumbles
like a jackhammer. The whole thing took 20 seconds.

He takes a cassette TAPE from another pocket ... Slaps it into the
deck. Bruce Springsteen's "Ramrod" wails from the coaxials.
And Memphis floors it... And off they tear...

The look on his face suggests a supreme satisfaction ... A grand
re-awakening of long-dormant pleasure centers ... A speed Jones,
fixed and fumy ...

He slots in behind Atley Jackson's Firebird ... And slotting in
behind Memphis, in a Z-28, is DONNY ASTRICKY, mid-30s ...

On they go ... The fore and aft car providing escort...

Except that, from seemingly out of nowhere --

A POLICE CAR

appears behind them...

And Donny instantly goes into diversionary tactic ... He races
through a STOP SIGN ... And the cruiser's bubbles flash on ... And
Donny is pulled-over ... Atley and Memphis drive on in their
respective vehicles...

The UNIFORM COP gets out of his car, goes to Donny.

                        DONNY
           Problem, Officer?

                        POLICEMAN
           Yes. You're under arrest -- ?

                        DONNY
           For running a stop sign?

                        POLICEMAN
           For Grand Theft Auto -

And off of Donny's look --

We go to Memphis in the Shelby... As FOUR CRUISERS comes speeding
toward him, sirens wailing...

QUICK SHOTS of Memphis racing the Shelby through the early morning
harbor town streets ... Sirens peel ... Memphis turns up the music
... Pins the gas ... The chase is on ...

Memphis maneuvers the Mustang with a dazzling aplomb... Memphis
gutterballing the car, skating the shoulder, the cops in heavy
pursuit ...

And now he's picked up another CRUISER... He passes Atley Jackson,
heading in the opposite direction... Atley has picked-up a pair of
cruisers himself ...

Memphis on a straightaway now, speeds up, feels the boost. But up
ahead, a ROADBLOCK has formed... How'd they get that deployed so
fast? And behind him, the unmarks blaze ...

Guns his bitch... Straight at the roadblock .. Three CRUISERS and
a PORTABLE WOODEN BARRICADE... Memphis pins her ... ZOOOOOM! Dead-on
to the roadblock ...

And, at the last moment, as the COPS dive out of the way, Memphis
bangs the gear shift into neutral -- yanks the parking brake --
And the Mustang spins on the straight -- Screeching spin ... And
Memphis takes the HARD LEFT ...

And he's managed to outrun them... Finding himself above Lower
Grand... Looking down ...

He can see the secondary pursuit down below ... Atley being
chased... IN THE DISTANCE - Atley is LAUNCHED FROM THE SHOULDER,
the Firebird rolling down a drainage culvert ...

Landing with a sickening thud on its back. Memphis is horrified.

EXT. LOWER GRAND - LATER

Rescue team presence. Atley being hauled out of the wreck... His
leg is a torn mess ... He's barely conscious... A cuffed Donny
Astricky is dragged to a waiting cruiser ...

A POLICE CAR pulls up ... And out steps

DETECTIVE ROLAND CASTLEBECK

of G.R.A.B. The Governor's Regional Auto-theft Bureau. Castlebeck
is mid-50s, black, saturnine. - But don't let the tacit nobility
fool you - the man's a street viper ...

Castlebeck goes to another cop - HAWKINGS..

                        HAWKINGS
           Astricky. And Jackson. No sign of
           Raines...

                        DETECTIVE CASTLEBECK
           Well, then it's all for naught,
           ain't it, Hawkings?

Castlebeck looks out over the mess ... And then looks up...
Because, further down Lower Grand, a car is parked. It is the
Shelby. With Memphis leaning against its hood...

Castlebeck looks around him, but no one's noticed. So he walks
toward it, hand on hip...

                        DETECTIVE CASTLEBECK
           I know you --

                        MEMPHIS
           You know my back -

                        DETECTIVE CASTLEBECK
           You want to come along quiet?

                        MEMPHIS
           How's Atley -- ?

                        DETECTIVE CASTLEBECK
           Leg's all banged-up. He made a
           stupid play ... He'll limp around
           the yard up at Folsom. But
           Astricky will be there to take
           care of him. With their priors,
           they're looking at a serious bounce --

                        MEMPHIS
           Let them go --

                        DETECTIVE CASTLEBECK
           How's that?

                        MEMPHIS
           Let them go. And I'll leave ...

                        DETECTIVE CASTLEBECK
           You'll leave -- ?

                        MEMPHIS
           You don't have anything on me. A
           misdee auto-theft. I got no record.
           I'll be out in three days, and back at 
           it. Or you let them go, and I give
           you my word. I'm gone. And without the
           ringleader ... Your tee-times have
           just grown exponentially...

                        DETECTIVE CASTLEBECK
           I don't golf...

And they stare at each other, as Castlebeck considers.

                        DETECTIVE CASTLEBECK (cont'd)
           I do this. And I see you again. I'll
           come after you with everything I got.
           you won't be able to steal a glance
           at a blind man without me by your side ...

                        MEMPHIS
           You have my word...

                        DETECTIVE CASTLEBECK
           Get out of here, then. Now.

And Memphis makes to get into the Shelby...

                        DETECTIVE CASTLEBECK
           Leave the car, Randall ...

Memphis nods ... Takes one last look at the Shelby... Sorry to 
leave it behind ... And he runs off into the mists of Lower
Grand ...

Castlebeck walks back toward the crime-scene tumult ...

                        DETECTIVE CASTLEBECK
           Arright, let lim go. Cite him for
           rolling the stop ... And cite old
           Atley for driving to endanger ...

                        HAWKINGS
           What are you talking about, Rollie? We're
           springing 'em? Just like that?

                        DETECTIVE CASTLEBECK
           Just like that. Quit your bellyaching,
           Hawkings ... And let's wrap this up ...

And off of Donny's surprised look, as Springsteen wails to
crescendo and we

                                                       CUT TO:

EXT. INDEPENDENCE, CALIFORNIA - DAY - 6 YEARS LATER

Some 400 miles North of Los Angeles, Independence is a one
horse town, and the horse has died... Single stop light,
single-engine firehouse, single everything. Norman Rockwell
would find this burg a snooze.. - We settle on a small,
GARAGE ... The peeling sign reads:

"L.N. ORR AUTOMOTIVE"

owned and operated by Memphis Raines ... In blue coveralls,
Memphis has a Plymouth Duster up on the lift ... With him is a kid
- TOM, 19... Lightnin' Hopkins' "Automobille Blues" plays through --

                        MEMPHIS
           You know what you got here?

                        TOM
           Not really -

                        MEMPHIS
           There's excessive resistance in the cranking
           circuit ... You know what you gotta do -- ?

                        TOM
           Not really --

                        MEMPHIS
           You have any other answers besides
           "not really"?

                        TOM
           Not --

                        MEMPHIS
           Right. You want to test the voltage drop ...
           Use the voltmeter ... Remove the primary
           lead from the ignitioncoil and crank her ...
           See what you got ... You understand -- ?

Tom starts to say "not really". Instead, he nods. Memphis takes a
root beer from an old-style machine. He goes out ... front ... To
where an old Denver Pyle-coot - BUDGY - sits on a bench, smoking
an unfiltered Lucky ... Memphis sits beside him, pets the 
200-year-old DOG that lounges nearby...

                        BUDGY
           Just can't find good help these days --

                        MEMPHIS
                 (re: cigarette)
           Those things'll kill ya, Budgy --

                        BUDGY
           They won't have a chance. The bourbon and
           bacon'll get me first...

Budgy cackles ... Memphis looks out at the dusty little hamlet ...
Budgy points at a passing car ...

                        BUDGY (cont'd)
           That one -

                        MEMPHIS
           1980 Mercury Cougar. 255 cubic inch V8 ...
           Based on the Ford Thunderbird bodyshell;
           they modified the chassis, but didn't
           improve its performance...

Budgy points at another car ... And we get the sense they play
this game every day...

                        MEMPHIS (cont'd)
           The 1970 Plymouth Road Runner. Proof
           positive of a single all-powerful Deity.
           The first bargain-priced muscle car
           ever. They even tuned the horn to
           resemble the "beep beep" sound of the
           cartoon Road Runner ...

And Budgy looks impressed... As always ...

                        BUDGY
           Damn, you're good

Memphis nods ... Sips his root beer ...

                        BUDGY (cont'd)
           You got to bingo last night?

Memphis looks at him ... Can't believe it himself ...

                        MEMPHIS
           That I did, Budgy. That I did --

And, from inside the garage, there's the most horrific GRIND of
metal on metal, as Tom has started the Plymouth -

                        TOM (O.S.)
           Uh ... Randall -- ?

                        MEMPHIS
           Excuse me --

Memphis goes back into the garage, Budgy cackles.

                                                       CUT TO:

EXT. RANCHO PALOS VERDES - BUSINESS DISTRICT

A FORD ESCORT - driving through the upscale streets of Palos
Verdes. Three KIDS, 20, inside ... The driver is FREB, a little
dim; in the back is MIRROR MAN, black, always wears those mirrored
shades ... In the passenger seat is

KIP - Memphis' younger brother ... The car pulls to a stop.

Fancy stores - all of them closed - line this affluent business
district ... Freb consults a piece of paper ...

                        FREB
           The corner of Hawthorne and Granvia.
           Tumbler messed up. He said the Lotus
           would be at the corner of Hawthorne
           and Granvia --

                        KIP
           He didn't mess up. There it is ...

And he points ... To a CORNER BUILDING - EXOTIC MOTORS LTD. Twenty
foot high glass - windows surround a SHOWROOM of EXOTIC DREAM
CARS: Porsches and Ferraris, Lamborghinis and Bertones ... And-
there it is, a 1996 LOTUS ESPRIT V8, gleaming in the all-night
showroom lights...

Freb and Mirror Man are startled

                        FREB
           That -- ?

                        MIRROR MAN
           You're shittin', right? Kip?

He grins at them... He ain't shittin'...

                        FREB
           How are we supposed to--

                        KIP
           Pop the trunk. I need my tool ...

Freb scowls ... Pops the trunk ... Kip gets out ... Goes to the
back ... Freb and Mirror Man share a spook --

                        MIRROR MAN
           What tool -- ?

Kip reaches into the trunk.... Comes around to them... He's
carrying A BRICK --

                        MIRROR MAN (cont'd)
           Oh, no --

And Kip walks toward "Exotic Motors"... Calm and cool ...
Ten feet from it ... He winds up ... And HURLS THE BRICK AT
THE WINDOW Which EXPLODES ON IMPACT, a SHOWER OF GLASS
raining down ...

ALARMS SQUEAL

As Kip walks into the showroom, glass crunching underfoot. Freb
and Mirror Man can't believe it --

INT. EXOTIC MOTORS

Kip goes to the Lotus... With nary a glance around, he's got her
open ... The Lotus' ALARM adds its song to the choir ... Kip,
unmindful, gets behind the wheel ... Screwdriver to the
mechanism... The alarm raging in here...

In moments, the V8's massive 349bhp is bellowing... And Mirror Man
climbs in beside him... And off they go ... Laying several inches
of English rubber. Over the broken glass and out of the
showroom...

EXT. CITY STREETS - PALOS VERDES - NIGHT

The Lotus races through these streets ... At high speeds ...

                        MIRROR MAN
           Newsflash, Kip: you're driving a
           stolen car

Kip smiles over the ascending speedometer --

                        KIP
           Yeah. Ain't it great -- ?

And he pins her ... VROOOOOM -- !

                                                       CUT TO:

A TENNIS BALL

being bounced against the wall ... Caught ... Bounced again ...
Thunk! Thunk! Thunk!

INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

A dozen purloined AUTOS are parked here ... And a number of
SHIPPING CONTAINERS ... A thuggish MAN reads the paper ... The
tennis ball bouncer is TUMBLER, 20 ... And he's sitting on a
tilted back chair, and wall-bouncing the ball and annoying the
piss out of

ATLEY JACKSON

whom we remember from the drop-car at our opening ... Atley walks
with a LIMP now... Thunk! Thunk! Thunk!

                        ATLEY JACKSON
           Can you stop that, for Chrissake?

                        TUMBLER
           What's your problem, bro ?

Thunk! Thunk!

                        ATLEY JACKSON
           Where are they -- ?

                        TUMBLER
           They'll be here. You nervous, bro? You? Back
           in the day, they say you had anti-freeze in
           them veins ... What happened -- ?

And Atley intercepts the tennis ball ... And hurls it over to the
far side of the warehouse ... Tumbler merely grins ...

                        TUMBLER (cont'd)
           Relax and enjoy --

EXT. SAN PEDRO STREETS - THE LOTUS

Heading for Long Beach... Stopped at a light ... A CAMARO pulls up
next to them... A KID behind the wheel, a BLONDE beside him...

Kip eyeballs them... Engines are revved... Challenges are
implied... Mirror Man panics ...

                        MIRROR MAN
           Stolen car, Kip. Stolen car, stolen car,
           stolen car ...

                        KIP
           Stolen fast car...

And the light turns green ... And he pops the clutch ... And
they are off ... It's a good old fashioned drag race ... Kip
smiles at the blonde ... Mirror Man is freaking out ... Kip's
eyes are on fire ... He clocks the speedometer ...

                        KIP (cont'd)
           It's calibrated for 140 ... Let's see
           if these British boys are full of shit
           or not --

                        MIRROR MAN
           No way, man --

Yes, way. Kip floors it. They bury the Camaro in its wake... The
gauge rising ... 90, 100, 110 ... Mirror Man is having an
embolism...

They warp-speed by a POLICE CRUISER... Both kids totally unaware
of the POLICE CHOPPER up on high... With them in its sights ...
And they drive ... At last, ending up at --

THE WATERFRONT - A dark latticework of docks and wharves,
warehouses and shipping crates... The freighters are somehow
graceful against the moonlit water ...

INT. WAREHOUSE

Tumbler studies his watch... Now he's a little concerned ... He
looks up ... Atley is glaring at him...

                        ATLEY JACKSON
           Something wrong, Tumbler -- ?

                        TUMBLER
           Yeah. I'm missing Springer --

And then the Lotus pulls into the warehouse... Tumbler flashes
Atley a "told-you-so" smile... Kip and Mirror Man get out of the
car...

Kip walks over to a CLIPBOARD with a magic marker tethered to it
... It is a list of cars ... He draws a black line through "13)
1996 Lotus Esprit V8"... The others are clocking the car...

                        ATLEY JACKSON
           She'll go 0 to 60 in 4.9 seconds --

                        MIRROR MAN
           I can vouch for that.

Tumbler passes out 40 oz.s ... The vibe is celebratory...

                        TUMBLER
           Thirteen down ... Thirty-seven to go ...

                        KIP
           No problem -

Bottles are clinked... Beer is sipped ... Only, a HOT WHITE
SPOTLIGHT bores through the skylight ... And the whup-whup of the
chopper's ROTORS... And now the sounds of SIRENS ... And the 
thuggish man gets to his feet ...

                        THUGGISH MAN
           Let's get outta here -- !

And they do... Heading out the back ... It's tough for Atley with
his limp ... On the way out:

                        ATLEY JACKSON
           Now you gone and done it, Raines
           And they flee ...

INT. WAREHOUSE - LATER - NIGHT

A HALF-DOZEN POLICE CARS. The CHOPPER does the usual
spotlight-trailing... It's turned into a total pig
circus ... A car pulls to a stop ... And out steps Detective
Roland Castlebeck, whom we remember from our opening...

INT. WAREHOUSE

Castlebeck surmises the take ... The cars ... His partner
DETECTIVE DRYCOFF - a sneering Irish boy with zero patience -
comes out from the back ...

                        DETECTIVE DRYCOFF
           They're gone...

Castlebeck nods ... Looks at the cars ...

INT. "L.N. ORR AUTOMOTIVE" - INDEPENDENCE - DUSK

Memphis goes through invoices in the cluttered back office. When a
brand new purple MERCEDES SLK, windows tinted, pulls in out front.
It looks oddly anachronistic here in Independence. Memphis senses
danger. He goes out. Budgy and his dog are here... Budgy looks
spooked... Tom, too ...

                        MEMPHIS
           What's going on -- ?

And standing there, by the Mercedes, like a wraith, is ATLEY
JACKSON, in long leather coat, smoking a cigarette ... As out of
place here as a maggot on a muffin...

                        ATLEY JACKSON
           Well, well, well ...

And he begins to sing...

                        ATLEY JACKSON (cont'd)
                 (ANDY GRIFFITH theme)
           Da-doo-doo-doo-da-doo-doo-doo, etc.
                 (laughs)
           Are you kidding me, man -- ?

                        MEMPHIS
           Hello, Atley ...

                        ATLEY JACKSON (re: sign)
           L.N. ORR. I get it. Clever ...

Memphis studies him...

                        MEMPHIS
           How's the leg?

                        ATLEY JACKSON
           Only hurts when I breathe. Lookit
           you. Where are Barney Fife and Aunt
           Bea hanging out? And Opie ... Where's
           Opie at?

He laughs some more ... Chain-lights his cig ...

                        MEMPHIS
           What are you doing here?

                        ATLEY JACKSON
           Is there someplace we can talk?

Memphis looks at him...

                        MEMPHIS
           What about?

                        ATLEY JACKSON
           About your brother. And the deeeep
           shit he's in --

INT. TEDDY'S TAVERN - NIGHT

A BARMAID sets down a pitcher of beer and two mugs...

                        WAITRESS
           There you go --

                        MEMPHIS
           Thanks, Donna --

She leaves... Atley is staring at him... Memphis shrugs...

                        ATLEY JACKSON
           It's been a long time, Memphis --

                        MEMPHIS
           Six years ...

                        ATLEY JACKSON
           Six years. Shit. Time flies, don't it?
           Six years ago we were fartin' through
           Armani and pissin' Cristal.
           Now look at us ...

           MEMPHIS
             Tell me about Kip -

Atley takes a sip of his beer,...

                        ATLEY JACKSON
           He took a job. And he fumbled it.
           Now he's jammed-up. Jammed-up bad...

                        MEMPHIS
           What kind of job... ?

                        ATLEY JACKSON
           A boost. A big boost ...

                        MEMPHIS
           A boost? What's Kip doing on a boost?

Atley frowns ... Looks at him...

                        ATLEY JACKSON
           You're shittin', right?

Clearly Memphis is not ...

                        ATLEY JACKSON (cont'd)
           Kip's become quite the little
           crewrunner since you left. He's been
           working a low-rent ring for
           two years now. You don't talk to
           your Ma?

                        MEMPHIS
           It seems she neglected to mention it

                        ATLEY JACKSON
           Maybe she don't know. Although I don't
           see how that could be. Maybe she didn't
           want to upset you -

                        MEMPHIS
           Don't feel the need to explore my family
           dynamics, Atley...

                        ATLEY JACKSON
           The point is: Kip's been living the
           life. Only he's a wild child. Crazy.
           Makes our old behavior seem like
           altar boy time. But he fungold this
           one so bad, folks around L.B.
           are already speakin' about him in
           the past tense.

Memphis takes a beat ... Sips at his brew ... Then:

                        MEMPHIS
           Who was the job for?

                        ATLEY JACKSON
           Who do you think?

Memphis waits ... In no mood for guessing games ...

                        ATLEY JACKSON (cont'd)
           Calitri, man. Raymond "The Carpenter"
           Calitri ... Your favorite and mine ...

Which means nothing to us ... Though the look on Memphis, face
speaks volumes ...

                        ATLEY JACKSON (cont'd)
           I just thought you should know,
           man. I kind of had a feeling you
           didn't. But I should tell you:
           I'm working for him now - The
           Carpenter - so if you see him, you
           won't mention me coming to get
           you... Like I said: I just thought
           ... I owed you ... And that it was
           the right thing to do ...

Memphis nods ... His face clenched in despair. We FADE TO BLACK,
As a SUPER on-screen reads: PART 1: STOLEN MOMENTS

We PRE-LAP J. Geils Band's "Hard-Drivin' Man" and CUT TO:

THREE PLATES OF BACON, EGGS AND HASH BROWNS

placed on the service deck by a short-order COOK...

INT. RUBY'S ALL-NITE - LONG BEACH - NIGHT

A 24-hour diner in the heart of Long Beach... The three plates are
picked-up with an impressive dexterity by

HELEN RAINES

early 60s, clear-eyed... In pink Ruby's uniform and chunky
shoes... Black currant hair striated with wisps of gray... Helen
delivers the plates to a booth of college kids ...

                        KID
           Can I get some more coffee -- ?

                        HELEN RAINES
           Sure, hon ...

And she goes to the coffee station... When

                        MEMPHIS (O.S.)
           Who's a guy gotta know to get a tuna
           melt in this joint -- ?

And she turns around to see Memphis standing there. Her expression
displays many things ... Most of them joy ...

                        MEMPHIS (cont'd)
           Hello, Ma --

And she goes to Memphis ... Wraps her arms around him ... Squeezes
tight ...

                        HELEN RAINES (cont'd)
           Oh, Randall ...

She takes his head in her hands ... Kisses his cheek ... Then the
other... Hugs on ... Unmindful of the customers ... The cook
smiles from behind the order wheel ...

                        COOK
           What's the word, Memphis -- ?

                        MEMPHIS
           How ya doing, Ruby -- ?

                        HELEN RAINES
           Come, come, come ...

And she leads him over to a booth ... Barking to the cook - RUBY -
on the way...

                        HELEN RAINES (cont'd)
           Tuna melt on pumpernickel.  Provolone,
           extra tomato, Dijon... And a chocolate
           milk... Lots of syrup...
                 (to Memphis)
           Right?

                        MEMPHIS
           Right ...

And they settle in ... Across the booth from each other ... She
takes his hands...

                        HELEN RAINES
           You look good...

                        MEMPHIS
           You, too, Ma...

                        HELEN RAINES
           What are you doing back?

                        MEMPHIS
           How's Kip?

And Helen flushes, a bit ashamed maybe ...

                        HELEN RAINES
           Have you seen him?

                        MEMPHIS
           No.

                        HELEN RAINES
           oh.

                        MEMPHIS
           Atley Jackson came to see me ...

                        HELEN RAINES
           Atley Jackson. How is that one?
           How's the leg... ?

He looks at her ... Beat ...

                        MEMPHIS
           Why didn't you tell me?

                        HELEN RAINES
           I couldn't. I didn't want you to
           worry. I thought held sort himself
           out. I hardly see him. He comes and
           goes. He's in trouble, isn't he?

                        MEMPHIS
           He's in some trouble ...

                        HELEN RAINES
           I knew it. He's changed, Randall. He's a
           different boy. He's lost that... That
           sweetness ... It's gone ... And I don't
           know what to do ...

                        MEMPHIS
           You getting my checks ... ?

                        HELEN RAINES
           Of course ...

ANGLE - RUBY. He's on the PHONE in the kitchen...One eye
on Memphis and Helen --

                        RUBY
           Detective Castlebeck... It's me ...
           Yeah... You ain't never gonna guess
           who just come in to visit his Ma --

BACK TO - MEMPHIS AND HELEN RAINES ...

                        HELEN RAINES (cont'd)
           You haven't spoken to him in a
           while, I guess...

                        MEMPHIS
           He doesn't return my calls. or my
           letters ...

                        HELEN RAINES
           Kipling was sixteen when you left, baby.
           I don't know what you remember of him.
           But you should brace yourself

And, on her sad smile, we PRE-LAP Sammy Hagar's "I Can't Drive 55"
and SLAM CUT TO:

INT. "THE SIDE POCKET" - POOL HALL - NIGHT

A dozen tables... Smells of blue chalk and whiskey... The juke box
cranked... We take it to the back of the joint ... Where Kip, and
Tumbler and Mirror Man are knocking a rack... Freb sits nearby,
with a few badly made-up GIRLS...

                        TUMBLER
           ... so ... It's my new move ... It's called
           "The Stranger." What I do is, I sit on
           my hand for 10 minutes.  Till it falls
           asleep. Till it's good and numb. No feeling.
           And then I jerk off.

                        GIRL
           That's disgusting -

                        FREB
           What's the point, man -- ?

                        TUMBLER
           Cos it's like you're bein' done by a stranger
           ... It rocks ... It's the power move of the
           New Millennium...

He sinks another ball. A kid, 15, TOBY - comes up to them.

                        TOBY
           Hey, Kip, what's up?

                        KIP
           What do you say, Toby?,

                        TOBY
           I'm cool -

                        TUMBLER
           What do you want, shithead?

                        TOBY
           Why you gotta front me like that? I'm
           talking to Kip --

                        TUMBLER
           Why don't you leave him alone?

                        TOBY
           I known Kip longing than you, man ...

                        TUMBLER
           Oooh, ain't you the lucky duck --

                        FREB
           Any word, Kip -- ?

                        KIP
           No ... And they won't take my calls ...

                        FREB
           What does that mean -- ?

                        KIP
           It ain't what you'd call a "good sign"

He groks their fear...

                        KIP (cont'd)
           Look - we managed to get 13 in a week.
           We just gotta step it up ...

                        FREB
           But we only got till Friday. That's
           four days. And we lost the 13. So's
           we gotta start over ...

Kip looks at him...

                        KIP
           That, too ...
                 (off of Freb's look of fright)
           Don't sweat it, Freb. We're cool.

ANGLE THE FRONT DOOR. For Memphis has entered. He
clocks the room. Sees them at the rear ... Walks back

                        KIP
           It can be done, man. We just gotta
           step it up... It's a challenge ...

                        MIRROR MAN
           The challenge is not to get our nuts
           cut-off and shoved down our throats ...

                        TUMBLER
           Can I help you, pal -- ?

And Kip looks up ... To see Memphis there ...

                        MEMPHIS
           Hey, Kip ...

                        KIP
           Hello, Memphis --

                        TUMBLER
           "Memphis?" You're Memphis?

                        MEMPHIS
           That's right...

                        TUMBLER
           Damn. Damn, damn, damn ...

                        FREB
           Memphis. Holy shit. It's an honor,
           man --

And he pumps his hand... Memphis continues to stare at Kip

                        KIP
           It's good to see ya, man. You changed
           your look -

                        MEMPHIS
           You, too

Hold the stare... The others are excited...

                        FREB
           What are you doing back, Memphis?

                        MEMPHIS
           Little visit. Check on the family.

                        KIP
           It's nice to see ya, man -

He smiles ... Memphis eyeballs him... Toby is there ...

                        TOBY
           Hey, Memphis. Remember me? Toby
           Walker. I live next door ...

                        MEMPHIS
           Sure. Hey, Toby. You grew up

                        TOBY
           Yeah, I'm cool ...

And Memphis turns back to Kip, who's picked up a pool cue.

                        KIP
           Who's got next game -- ?

And he makes to rack 'em up ... Then:

                        MIRROR MAN
           I get it. You ain't gotta be a genius:
           Memphis come back to save our bacon!

                        TUMBLER
           Shut-up, Mirror Man --

                        FREB
           Izzat true? You come back to save our
           bacon?

                        MIRROR MAN
           Of course it's true. He come to save
           his brother's dangling ass --

                        KIP
           That can't be it. Cos we don't need
           saving

                        FREB
           We don't -- ?

                        MEMPHIS
           He give you an advance -- ?

                        MIRROR MAN
           Hell, yeah. Ten larger man

Kip shoots him a look... As if he's spoken out of turn ...

                        MEMPHIS
           You just give 'im back the money.
           All's well...

The others look glum... Kip laughs ... Long and hard...

                        KIP
           "Give lim back the money." "Give 'im
           back the money..." Be nice. If only
           we didn't drink the money. And smoke
           the money. And buy Nikes with the
           money. And Sony Play Stations with the
           money. And dirty girls with the
           money...

And Kip sinks a ball ... Memphis looks at the others ... They
nod... It's true ... The money's gone ...

                        KIP
           But don't worry, man. Things are all
           sweetness and light here...

                        TUMBLER
           Things are all leafy and suburban ...

                        MIRROR MAN
           The hell they are --

                        KIP
           Sure they are. Although we do appreciate the
           gesture, Memphis. But we do got it handled...
           And it was nice to see you -- -

Memphis nods ... Looks at all of them... Smiles ... And then
REACHES OUT, GRABBING Kip by the collar, yanking him to his feet
and in close, nose to nose ...

                        MEMPHIS
           You listen to me, baby brother. You fancy
           yourself some reat neat tough guy scumbum,
           well, woop-tee-doo, little puppy with a
           poundcake. But I remember the days when you
           used to steal my Colorforms and eat 'em...
           So you can't stop me from saving your
           "dangling ass' if that's what I feel like
           doing...

And with that, he shoves Kip back down into his seat, toppling the
table, bottles and glasses crashing... And barrels away from them,
the crowd parting like a wound...

Kip's crew left stunned, flustered, and maybe a bit impressed...

                        TUMBLER
           Damn... Homeboy's on the dazzle ...

And, off of Kip's furious look, we CUT TO:

EXT. LONG BEACH HARBOR - NIGHT

A chill in the air. Memphis walks toward a range of lowslung
buildings ...

EXT. WOODBURN SCRAP AND METAL - NIGHT

A virtual cityscape of dismantled automobile carcasses, piled up
high for as far as the eye can see ... A huge FORK LIFT scoops up
a wreck and hauls it over to the CRUSHER... Watch as the car is
FLATTENED, for easy shelving ...

Midnight auto nonpareil ... To one side of the yard is a GARAGE:
Watch as a HONDA ACCORD, with a BLOODY WINDSHIELD, enters the
garage. A young Mexican KID driving.

A SIGN: "LOCK YOUR CAR OR IT MAY BE GONE IN 60 SECONDS!"

INT. GARAGE - CHOP SHOP

A CAR is CHOPPED ... Pulled apart ... Fenders, doors, panels,
interiors, air bags ...

EXT. WOODBURN SCRAP AND METAL - FRONT ENTRANCE

Memphis knocks on the door ... A dog-faced MAN opens it ...

                        DOG-FACE
           Yeah -- ?

                        MEMPHIS
           Randall Raines to see Mr. Calitri ...

INT. WOODBURN SCRAP AND METAL

Memphis follows Dog-face to the back of this building. Follows him
into another room. Which is

A WORKSHOP

An enormous WOODWORKING SHOP, fully tricked-out with state-of-the-
art table saws and drill presses, jointers and power planes.

An antique treadle lathe stands in one corner. A stock layout of
expensive woods - oak, birch, maple, cherry, mahogany - is stacked
against the rear wall ...

Jars and bottles and cakes of glues, resins, stains and bleaches
cram a shelf unit ... There's a MAN here, at a band saw. This is
RAYMOND CALITRI, 59 ...

He wears an apron, protective glasses and a lopsided sneer. A
Richard Widmark motherfucker - with the diamond hard look of a
cobra. The liegelord of downtown...

And now he works the a hand saw, making critical cross-cuts on a
wide panel of maple ... Atley Jackson is here as well ... As noisy
as it is out in the yard, in here, once the door is closed, it's
as SILENT-as a tomb...

A BANK OF MONITORS on one wall show the cars being crushed and
disassembled in the yard. Memphis is led into the room.

Calitri nods and Dog-face leaves the room... Calitri smiles ...
Examines his fresh cut...

                        CALITRI
           Randall Raines ... It's been a long time ...
                 (looks at his clothes;)
                  frowns)
           'though I do I recall you as a man
           with style. You remember your old
           friend, Atley -- ?

                        MEMPHIS
           How ya doing?

                        ATLEY JACKSON
           Good to see you, Memphis --

                        CALITRI
           So. What do we owe the honor -- ?

                        MEMPHIS
           It's about my brother ... Kip...

                        CALITRI
           Yes ... Kip ...

He says the name like other men say "cancer." The phone on
his desk BLINKS. Calitri picks it up. Listens. Looks at
one of the monitors. Where the Mexican man is talking to
several Calitri EMPLOYEES. Calitri hangs up...

                        CALITRI
           Excuse me one moment, Randall ...

And he picks up a MORTISE CHISEL on his way out. Palming it ...

INT. GARAGE - THE MEXICAN MAN

is sobbing. As Raymond Calitri marches toward him, glancing at the
bloodied windshield.

                        CALITRI
           You bring this to me in this
           condition? Blood and guts all
           over it? You make me complicit?
           On my property? Who taught you
           how to think? And worst of all:
           weren't there supposed to be two
           Hondas?

                        THIEF
           Please ...

And Calitri, rapid-fire, PUNCTURES the man's belly and chest and
legs with the chisel, old-school prison-shiv style ... Until the
man is on the floor, howling ...

                        CALITRI
           Stupid sonuvabitch...

INT. CALITRI'S WORKSHOP

Memphis can-see this from one of the monitors. He looks at
Atley...

                        ATLEY JACKSON
           Car-jacker. Neglected to clean up after
           himself ...

                        MEMPHIS
           Jesus ...

                        ATLEY JACKSON
           The business has changed...

Calitri is back, wiping the sweat from his brow with a rag.

                        CALITRI
           Now. Where were we? Oh, yes. Kip.

                        MEMPHIS
           I don't want him hurt...

Calitri looks at him, then waves a hand around the shop...

                        CALITRI
           I'm proud of this work. The bird
           feeder. The wagon wheel planter.
           The dollhouse. The drop-leaf movable
           server...

He gestures to each item - exquisitely-rendered woodwork. Then
gestures to the yard...

                        CALITRI (cont'd)
           Metal. Steel. It's cold. Ugly. Wood
           is warm. Clean. Provided by nature.
           To see a piece of furniture take shape.
           It's like watching a child grow ...

Memphis glances to Atley... Atley shrugs ...

                        MEMPHIS
           I'm sure you're working your way to
           the point.  I'll wait right here ...

Calitri blinks. Smiles. Nods...

                        CALITRI
           My point. Yes. Simple, really. I require
           the best. I insist on the best. I only
           engage the best.  Your brother. His
           friends. They came to me. They wanted my
           paper. He was your brother. You were the
           best. Now. They've brought so much
           goddamn heat down, I may not be able to
           fill this order. Which would be very bad
           for me. Which in turn, is very bad for
           them...

                        MEMPHIS
           I could kill you. That occurred to me.
           When I first heard about this. That I
           would kill you ...

                        CALITRI
           Grow up. You don't kill people like me.
           People like me die in their sleep at
           87 ... Do you know why? Because if
           you did kill me, and everyone knew it
           was you - for the next ten years they'd
           be finding pieces of those you love
           scattered all over California ...

Memphis nods, notes a PISTOL, resting on a shelf nearby.

                        CALITRI (cont'd)
           No, no. You don't kill me, because
           you can't. You don't take your brother
           and run, because we'd find him. You
           don't go to the-police, because we have
           friends there, too. You do nothing:
           except deal with me.

Memphis eyes him...

                        MEMPHIS
           I can come up with the front money.
           Pay you back...

                        CALITRI
           Were it only that easy. I have
           obligations. The order needs to be
           filled...

Calitri takes a manila ENVELOPE from his desk... Hands it to
Memphis, who takes out the SINGLE SHEET OF PAPER inside.

                        CALITRI (cont'd)
           On that list, you'll find fifty cars.
           Fifty. Five-zero. They range in
           age from the 1956 Ford Thunderbird
           to the 1999 Toyota Camry; and in
           expense from the 1993 Volkswagen
           Jetta to the 1988 Lamborghini
           Countach. Fifty cars. Five-zero.

Memphis scans the list ... Looks up at Calitri ...

                        CALITRI (cont'd)
           There is a container ship in Long
           Beach Harbor. Pier 14. Ready to be
           loaded with 4-car-per shipping
           containers, false-walled and
           customsprofiled as motor oil
           designated. The ship leaves in four
           days for South America and the
           men who've tendered me this contract ...

                        MEMPHIS
           They gave you only four days?

                        CALITRI
           They gave me two weeks. I wasted most of it
           with your brother and his crew, who not
           only lost what pitiful few they managed
           to boost, but also alerted the heat as to our
           endeavor, making this even more difficult
           to achieve ...

Memphis scans the list ...

                        CALITRI (cont'd)
           Four days. 50 cars. I'm paying 200
           thousand dollars ...

Now Memphis looks up...

                        MEMPHIS
           I'm not interested --

                        CALITRI
           I knew you'd say that.

                        MEMPHIS
           I'm just here about my brother.

                        CALITRI
           I knew you'd say that, too --

Calitri smiles ... Memphis 'looks at him... At Atley Realizing
the trap ...

                        MEMPHIS
           Sound it out for me.

                        CALITRI
           Your brother has four days. Fifty
           cars. Five-zero. For that he gets
           200 large ...

                        MEMPHIS
           And if he doesn't make it -- ?

Calitri goes to one corner of the shop... Takes a tarp off
of a full couch MAHOGANY CASKET...

                        CALITRI
           I made this, too. My first one.
           Brass extension handles, not plated.
           The coverings are silk, not rayon.
           Expensive hardwood. And lined with
           spray green Lorraine crepe ...

Memphis waits, knowing where this is going --

                        CALITRI (cont'd)
           Yes, yes. I made it for young Kip. In
           case he fails. At 8:00 Friday morning,
           if that ship sets off without my
           fifty ... Kip will take up permanent
           residence in this box ...

Calitri WALL SWITCH and the a corrugated steel SLIDING DOOR is
RAISED, revealing a LOADING DOCK facing the back of the yard... Two
MEN are working out there... DIGGER AND BUTZ scuzzy dudes, mid-30s
and dressed in dirty coveralls ...

                        CALITRI (cont'd)
           Come here for a second, boys --

And they come over --

                        DIGGER
           Evenin', Mr. C. --

                        CALITRI
           Digger, Butz: let me introduce
           you to Randall Raines. Used to
           head up the dandiest ring in
           Southern Cal. Left us
           for parts unknown. Randall, this
           is Digger. And that's Butz -

                        DIGGER
           Hi, Randall --

Memphis says nothing. Calitri grins ... Nods to Digger an Butz,
who go back to work...

                        CALITRI
           Digger and Butz will be in charge of burial.
           They're good boys ...

Memphis' look is cold and furious ... Plaintive:

                        MEMPHIS
           I don't want them hurt. Any of 'em...

                        CALITRI
           "don't want" the Dodgers to lose or
           the summer to end. But we
           don't get to choose these things...

Atley hits the wall-switch and the steel door slides shut. Calitri
turns to Memphis...

                        CALITRI (cont'd)
           "Nothing that's forced can ever be
           right." Old woodworking expression.
           I really don't care how the 50
           get onto my ship ... I just care
           that they do. You decide.

With that, he puts his protective glasses back on - and fires up
an abrasive-disc-finishing machine, adjusting the miter gage and
beginning to sand the Outside curve of an angled chamfer.

EXT. HELEN RAINES' HOUSE - ESTABLISHING - NIGHT

A small New England-style shingle and clapboard, up on a hill
overlooking the port. A small GUEST-HOUSE behind it ...

INT. HELEN RAINES' HOUSE

Helen clears away the dinner dishes ... The TV is on. The news. We
see a CRIME SCENE ...

                        REPORTER
           ... the car-jacking, which left Ramona
           Sullivan, the 44-year-old mother of
           three, dead, occurred last night at ...

Memphis glances to the TV... Grimaces ... He looks out the window
... At the SEDAN parked below...

EXT. RAINES' HOUSE - NIGHT

Memphis comes out ... Moves to the sedan parked across the street
... it is Detectives Castlebeck and Drycoff...

                        DETECTIVE CASTLEBECK
           I know you.

                        MEMPHIS
           You know my back.

They get out of the car... The view of San Pedro from up here is a
spectacular bedspread of lights ...

                        DETECTIVE DRYCOFF
           When'd you get to town, Raines?

                        MEMPHIS
           The other day....

                        DETECTIVE DRYCOFF
           What for?

                        MEMPHIS
           No particular reason. Catch a Laker game. I
           heard we got Shaquille ...

                        DETECTIVE DRYCOFF
           Where you been, anyway?

                        MEMPHIS
           Just out there. Roaming around. Building up my
           collection of refrigerator magnets ...

                        DETECTIVE DRYCOFF
           You seem a little hinked-up ...

                        MEMPHIS
           Not at all ...

He and Castlebeck lock eyes ... Castlebeck takes a pear from his
coat pocket ... Sets to polishing it ...

                        DETECTIVE CASTLEBECK
           I remember us having made some
           kind of deal, Randall. I don't
           remember this deal having some kind
           of time-limit. I look at you -
           here - in my town - and I'm
           confused...

                        MEMPHIS
           A little family emergency --

                        DETECTIVE CASTLEBECK
           I hope it's not your dear sweet
           mother...

                        MEMPHIS
           No...

                        DETECTIVE CASTLEBECK
           Or your baby brother. What was his
           name?

                        MEMPHIS
           Kip.

                        DETECTIVE CASTLEBECK
           Yes, Kip. Short for Kipling.
           Named for the English writer
           of stories about India ...
           He bites into his pear ...
           Memphis says nothing, waits ...

                        DETECTIVE CASTLEBECK (cont'd)
           I got a rash of thefts.  A new crew is
           making noise. We recovered a big take -
           last week...

                        MEMPHIS
           And this has what to do with me?

                        DETECTIVE CASTLEBECK
           I don't know. But you shouldn't
           be here. Take care of your business.
           I'll give you 24 hours. And
           then I don't want to see your face.
           Ever again. Make a fool of me
           once, that's my bad. Make a fool of
           me twice. That's really my
           bad, and I'll kick your ass from
           here to India ...

Castlebeck gives him a long look... As they walk back to the car...

                        DETECTIVE CASTLEBECK
           Good. Cos you know how it plays.
           Six years ago, I let you go free. But
           the next time ... The next time sends
           you away for'a long, long while ...

                        DETECTIVE DRYCOFF
           By the time you get out, asshole, there
           won't even be cars. We'll all be cruisin'
           around in space ships ...

He laughs... And they drive off ... Memphis watching them go ...
once they're gone... He walks ...

EXT. "THE SIDE POCKET" - BACK ALLEY EXIT - NIGHT

Kip comes out of the club... Toby follows ...

                        TOBY
           You goin' home?

                        KIP
           Yeah... You want a ride...

                        TOBY
           Sure -

                        KIP
           How'd you get here? Your Moms give you
           ride -- ?

                        TOBY
           Hell, no. I boosted a 'Vette.

                        KIP
           You boosted a 'Vette? Then where is it?

                        TOBY
           I dunno. It was right here. Someone
           musta' boosted it back...

                        KIP
           Damn crooks is everywhere --

They smile...And go to Kip's TRANS AM...

                        TOBY (cont'd)
           Memphis seemed weird, huh? What's with
           them clothes? He a farmer now or
           something?

And this seems funny to Kip... He smiles..

                        KIP 
           Yeah. Except the only thing he's growing
           is old...

And they are fronted by TWO GOONS ... Who toss them up against the
wall...

                        KIP (cont'd)
           What do you want -- ?

One of the goons SOCKS Toby in the gut. Toby doubles over. Kip
strains to intervene, but his goon holds him back --

                        KIP
           Don't you do that! You leave him alone!

                        GOON
           Shaddup, Raines

                        KIP
           He's got nothing to do with this --

And the goon punches him in the face. And Kip goes down. And out.

                        GOON
           Get him in the car

EXT. WOODBURN SCRAP AND METAL - NIGHT

Kip comes to. In his car. Hot white lights blind him. The Trans
Am is in the crusher. FIGURES above him. Calitri. The goons ...

                        CALITRI
           Hello, Kip --

Kip tries to get out. The doors are pinned by the forklift.

                        KIP
           Lemme out of this --

                        CALITRI
           Were it only that easy --

                        KIP
           We can still do it --

Calitri nods ... And the crusher presses ... The roof caves a bit
... Kip is close to scrunch ...

                        CALITRI
           No you can't. Flies on sherbert is what you
           remind me of. Because just being attracted
           to something, doesn't mean you belong...

INT. CALITRI'S WOODSHOP

Atley is here, watching Calitri and Kip. one of the monitors. He's
miserable. But there is nothing he can do.

EXT. SCRAPYARD - NIGHT

Kip continues to struggle free...

                        KIP
           Listen, Calitri --

                        CALITRI
           Call me "Ray." Better yet: call me
           "asshole." Cos that's how you've
           treated me --

                        KIP
           I get out of this I'm gonna fuck
           you up --

Calitri does have to admire the stones on the kid. But. Another
nod. Another crusher-press. Another scrunch...

                        KIP (cont'd)
           Calitri -- !

Nothing. Silence. Kip peers through the slit that the
side window has become ... Only they are gone ... And there
is another awful NOISE ... Kip strains to discern its
origin ... Only he can't get the angle ...

We can. It's a huge CRANE, tipped with a GRIPPING CLAW... It is
maneuvered over the Trans Am... Grasps it. . . And LIFTS IT 
INTO THE AIR ... Kip, terrified, inside ...

And, as the crane dangles the Trans Am toward the black waters of
the harbor, we CUT TO:

INT. HELEN RAINES' HOUSE - KITCHEN

Memphis is at the kitchen table. The list of cars before him. He's
making notations. He gets to his feet ... He goes to check on his
mother ... She's asleep in her room... He closes the door ...

And goes back to the kitchen. He goes to a framed PHOTOGRAPH - of
he and Kip. Earlier times. Happier times.

When there is an enormous THUD! From outside. Memphis goes to a
window. Sees a RAMP TRUCK unloading a gnarled blob of metal.
Memphis runs outside. Just as the ramp truck drives off ...

Memphis goes to the mangled Trans Am... Leans down ... And there's
Kip ... Seriously smooshed in the flattened car.

                        MEMPHIS
           Kip -- ?

                        KIP
           Yeah ...

                        MEMPHIS
           You all right -- ?

                        KIP
           I think so. There's things I can't
           feel right now. Like my feet. But ...
           You think you can get me outta this,
           Memphis? I'd appreciate it -

                        MEMPHIS
           Just hold-on there --

Memphis goes to the garage ... Finds a crowbar, an acetylene
TORCH, tin-snips ... He goes back to the wrecked car... And sets
to work... He looks at Kip ... Shakes his head...

                        MEMPHIS (cont'd)
           So you want to run that part by me
           again about things being "all
           sweetness and light..."

                        KIP
           This has nothing to do with any
           of that --

                        MEMPHIS
           Oh. You maybe have more than one
           enemy who owns a car-crusher -- ?

                        KIP
           All my enemies own car crushers. 
           It's like a pre-requisite ... Owwww...

                        MEMPHIS
           Easy ... Take it easy ... We're almost
           there...

Indeed... Memphis has freed him ... Kip crawls from the wreckage
... His clothes in tatters... Blood seeps from a variety of
contusions ... He limps ... Memphis helps him to the guest house
...

INT. KIP'S GUEST HOUSE - LATER - NIGHT

Small, cluttered... Posters of Kurt Cobain, a skying Kobe Bryant,
Pamela Anderson, two nude girls draped over a glittering
Lamborghini Espada, etc. There's a fish tank... And a big-screen
TV, on which the Lakers are currently defending a high-speed
Boston Celtic fast-break...

Memphis sits on a ratty couch before the TV... Kip comes out of
the bedroom... He's changed clothes ... He wears clunky fur-lined
MOON BOOTS, leopard-skin Speedos and a tshirt ... He looks
slightly ridiculous...

Throughout the scene, Memphis should be studying Kip, as if he's
seeing him for the very first time ... And waiting for the
inevitable crack...

                        MEMPHIS
           You okay -- ?

                        KIP
           Totally. I'm fine. You want a beer,
           man -- ?

                        MEMPHIS
           Sure --

And Kip limps toward the refrigerator ... He comes back with two
beers ... Hands one to Memphis ... Glances at the TV --

                        KIP
           you like Kobe's game? I do. You
           think he's heir apparent to MJ? I do.
           He speaks fluent Italian, you know? So he's
           got that going for him --

And a cut on Kip's forehead starts to bleed ... Kip grabs a towel
... Presses it to his head --

                        MEMPHIS
           You sure you're okay -- ?

                        KIP
           Yeah, man. Where is your beer?

Memphis holds it up ... Kip nods ... There are a pile of IGNITIONS
on the table ... Kip picks one up, absently begins trying to strip
it...

                        KIP
           Cool. So you're living up North?

                        MEMPHIS
           Yeah -

                        KIP
           I heard you were pumping gas -

                        MEMPHIS
           Something like that -

                        KIP
           You're kind of cultivating a new look.

                        MEMPHIS
           Yeah --

Beat ... They watch the game ... Kip replaces the soaked towel
with another ...

                        MEMPHIS (cont'd)
           Maybe you need a stitch --

                        KIP
           Nah. It's a scratch.

                        MEMPHIS
           Okay --

Beat ...

                        KIP
           Hey, you want something to eat ?

                        MEMPHIS
           What do you got ... ?

And Kip hoists himself painfully to his feet ... Limps over to the
'fridge ... Memphis watches him, a slight grin at Kip's attempt at
cool ... Kip peers into the 'fridge ...

                        KIP
           Not much. I got olives. You like
           olives?
           Kalamata olives rule, I think. Ma likes
           the Calabrese. It's more mellow

And he brings over a bowl of olives.

                        MEMPHIS
           There's certainly a time and a place
           for a mellow olive -

                        KIP
           Yeah, yeah. That's what I'm thinking --

And they nibble on them. Kip bites into one ... And the juice
stings his cracked lip ... But he disguises his grimace as an
appreciative nod...

And for a moment, they nibble olives and drop pits into an
ashtray... Then:

                        MEMPHIS
           So what are you gonna do?

                        KIP
           About what?

                        MEMPHIS
           "About what?"

                        KIP
           About Calitri? No worries, man.
           I'll call him. He's a reasonable
           dude ...

                        MEMPHIS
           I can see that -

And Memphis glances out the window. To the crushed car. Kip
catches the glance, glances himself, chooses to ignore it.

                        MEMPHIS (cont'd)
           You have everything ... under
           control?

                        KIP
           Yeah. He just wants to know I'm
           still on it. He needs reassurance.
           All these big swinging dicks do.
           No worries. I won't let him get
           into our Kool-Aid...

Kip shrugs ... Picks up another olive... Remembers the pain' of
the last one... Drops it back in the bowl ... Memphis is staring
at him, disgusted... Kip feels it ...

                        KIP (cont'd)
           What -- ?

                        MEMPHIS
           What happened to you?

                        KIP
           What?

And now Memphis gets to his feet ... Paces the place...

                        MEMPHIS
           You just got crushed in a car. You're
           bleeding all over your self. And you
           sit there - eating olives and talking
           basketball, as if, at this very
           moment, people weren't plotting
           your demise ...

                        KIP
           C'mon, man... My "demise..."
                 (chuckles)
           Overreaction

                        MEMPHIS
           "Over--"  You know - I can maybe
           understand, since I been gone, you
           taking up this dumb-ass life of
           crime, and for that I can partly
           blame myself. But what is baffling
           to me, is how, since I been gone,
           you've become a complete and total
           moron--

                        KIP
           Hey, now -

                        MEMPHIS
           He's gonna kill you -- !

                        KIP
           I can handle it --

                        MEMPHIS
           You can handle it?

                        KIP
           I can handle it --

                        MEMPHIS
           You can handle it?

                        KIP
           I can handle it --

                        MEMPHIS
           You?

                        KIP
           Me.

                        MEMPHIS
           You?

                        KIP
           Me...

Beat ... Hold the look ... Kip shifts in his chair ... Even this
hurts... He tries to hide the wince ... Memphis goes to the 
window, looks out at the harbor below... Beat ... Then:

                        KIP (cont'd)
           Why? You think you can help me?

And he turns back to Kip ...

                        KIP (cont'd)
           What can you do? You haven't done
           anything in six years but pump gas 
           and go overall shopping. And 
           the cars, they've changed ...
           There's new shit. Computer chip
           keys and sophisticated alarms and
           I don't think, an old guy, could much
           bypass 'em...

                        MEMPHIS
           You don't think so, huh?

                        KIP
           Not really ... But you know... Maybe
           I'm wrong ...

And the brothers look at each other ... In the pale glow of the
TV... For a long beat ... And then we'll CUT TO:

EXT. LONG BEACH HARBOR - CANNERY / FISH AUCTION - DAY

A rack of eel and OCTOPUS hung out to dry in the salty sun ...

Memphis walks with Atley Jackson past the bustling commercial
fishing hubbub: Portuguese FISHERMEN unloading albacore and
bluefin from their ship's hold; Greek FISHERMEN emptying mackerel
and halibut from their nylon trawl nets; their WOMEN gut, clean
and fillet ...

As they walk, Atley is selecting FISH from the various MARINERS
... Who wrap it up for him... He places it in a leather satchel
... Everyone seems to know him...

                        ATLEY JACKSON
           Nicolo, how's the yellowtail today?

An old FISHERMAN, who speaks broken English, wraps up several
steaks...

                        FISHERMAN
           Very nice, Atley. Very nice ...

                        ATLEY JACKSON
           You can't get it any fresher than this,
           Memphis ... From the sea to my
           skillet ... Nothing in between...

                        MEMPHIS
           What's with the fish thing -- ?

                        ATLEY JACKSON
           We can learn something from our Asian
           friends. They smoke a thousand
           cigarettes a day; they're completely
           stressed and overworked; they drink
           like, well ...

                        MEMPHIS
           Fish.

                        ATLEY JACKSON
           And they still have the lowest rate of
           cancer of anywhere in the world. You
           know why? All they eat is seafood.

                        MEMPHIS
           Also, never underestimate the restorative
           powers of "Karaoke."

                        ATLEY JACKSON
           I do a poaching number. Six-ounce
           fillets in a saucepan of brine. In
           8 minutes, I could cater a goddamn
           wedding. Plain but flavorful. And
           it's a good way to show off my
           Hollandaise sauce ...

                        MEMPHIS
           You have a Hollandaise sauce ?

                        ATLEY JACKSON
           I do ...
                 (laughs)
           Christ, what happened to us ?

                        MEMPHIS
           Speak for yourself, boss I don't
           have a Hollandaise sauce

                        ATLEY JACKSON
           No, but you dress like an asshole ...

They walk...

                        MEMPHIS
           I think about that night a lot...

                        ATLEY JACKSON
           Me, too. Every time I walk...

                        MEMPHIS
           How they were just there ... Waiting on
           us ... The fix was definitely in ...

Nothing from Atley... They walk ... Memphis looks at him.

                        MEMPHIS (cont'd)
           Yeah, you know: I just. I just
           never really thanked-you. I meant
           to. I just want you to
           know...

Memphis nods. Atley shrugs, and selects some halibut
filets.

                        MEMPHIS (cont'd)
           Tell him it's on ...

Atley looks at him...

                        ATLEY JACKSON
           Yeah -- ?

                        MEMPHIS
           Yeah Tell him to lay off Kip and
           them Tell him it's on

Atley nods...

                        ATLEY JACKSON
           Any idea how you're gonna go at it?

Memphis looks at him... Shakes his head... FADE TO BLACK.

As a SUPER on-screen reads: PART II - BACK TO WRONG

EXT. OTTO'S AUTO - NIGHT

The hustle and bustle of a full-service auto restoration
operation ...

Dig the 157 Chevy, as an orange diamond tuck and roll with
orange fur interior is installed... Dig the 153 Corvette
as its front and rear suspension is replaced with coils
and airshocks ... Dig the 150 Merc, as its chrome is
stripped off and the old paint sandblasted and holes
brazed...

All under the watchful eye of...

OTTO HALLIWELL

Late 60s. A feisty grease-soaked curmudgeon who begs the
question: how the hell did they manage to rock together
Yoda and the ghost of Walter Huston... ?

But he remains the Zen master of cars and all that cars are, were
and can be ...

His mixed-breed MUTT - Hemi - licks his balls in one corner

Otto is currently AIRBRUSHING a candy-colored, variegated DESIGN
on the deck lid of a Camaro ... It is painstaking work ... But he
is an artist ...

His woman - JUNIE - a tall blonde, early 40s, body of a thousand
dances, wipes his brow, like a scrub nurse ...

Memphis wanders in...

Otto sees Memphis ... Drops his brush... He walks over to Memphis
... Takes him in his arms ... Hugs him close... Actually waltzes
him a few steps ...

Memphis is stunned at the transformation this place has gone
through ...

                        OTTO
           Am I dying? Are all the angels of my life
           returning to bid a final farewell?
                 (holds him at arm's length)
           And have my angels completely lost
           their fashion sense -- ?
                        
                        MEMPHIS
           Hello, Otto ...

                        OTTO
           You remember Junie?

                        MEMPHIS
           Of course. Hi, Junie --

                        JUNIE
           Hello, Memphis -

                        MEMPHIS
           What happened here -- ?

                        OTTO
           Whatever do you mean?

                        MEMPHIS
           The chop-shop... Where are the stripped
           cars?  The rolled-back odometers? The
           part bins?

                        OTTO
           What happened? Old-age happened. I tired of
           killing them. I woke up one morning and thought
           I am no longer a destroyer. I am a means of
           resurrection. Now. We restore. We revive.
           There are so few things in this life, we can
           prevent from decay. Most must die. These don't
           have to...

He calls over to the MEXICAN MAN working on the pick-up ...

                        OTTO (cont'd)
           It's 3 coats of primer, 12 coats of black
           acrylic lacquer before laying out the
           flames ... And fill the cab top with mylar
           flakes ... They'll sparkle like stars ...
                 (turns to Memphis)
           Randall, Randall, Randall ... You look
           splendid ...

                        MEMPHIS
           You, too, Otto

And Otto goes back to the Camaro ... To finish his work...

                        OTTO
           I heard rumors you were back. About
           Kip ...

                        MEMPHIS
           He's gotten involved --

Otto looks up frustrated... To Junie

                        OTTO (O.S.)
           I can't concentrate. Play something, my
           sweetness; my reason to rise ...

And Junie hits PLAY on a cassette deck ... And, instantly, ENGINE
SOUNDS rip from the shop's stereo speakers ... Otto listens, as
if it were a Mahler symphony...

                        OTTO (cont'd)
           The Ferrari 365 GTB/4 Daytona. At Le
           Mans. 1971. The quad-cam V12. Hear
           how they got the engine up?
           Hear those exhaust notes? That's a
           very wide rev range... Here, it
           peaks at 5500 RPM...

Memphis smiles ... These eccentricities are old hat...

                        OTTO (cont'd)
           Raymond Calitri. He's amplified much
           sorrow on these streets ...

                        MEMPHIS
           You think it can be done?

                        OTTO
           Are you considering a comeback tour?

                        MEMPHIS
           Tell me...

                        OTTO
           It can be done. Take two days to shop;
           one to prep. I'll offer up my bible
           for a small fee. You also have to
           hope Kip's jerk-circus didn't undo
           Castlebeck's linkage so much so
           that he's setting up surveillance
           teams on every city block. And
           then get yourself a crew...

                        MEMPHIS
           The hard part ...

                        OTTO
           "A people is a detour of nature to
           get 6 or 7 great men - Yes, and then
           to get around them..." Nietzsche said
           that.

                        MEMPHIS
           Is he still working here ?

                        OTTO
           The old crew. Go find them. I can't
           help you with that. Since I've cleaned
           up the act a bit, they no longer come
           around... A pity how legitimacy makes
           you unpopular -

                        MEMPHIS
           I Just don't know how happy they'll be
           to see me

Otto has finished the Camaro ... He looks at Memphis --

                        OTTO
           I remember I had a 1964 Buick Opal.
           worst car ever built. Value job.
           Everything broke and I-fixed it.
           A coma car - built to German specs.
           Plastic gas line. 3 speedometer head.
           On a quiet night, you could hear it
           rusting in the garage. But when that
           car was gone, I missed it. If it came
           driving back in here right now,
           there'd be tears and laughter ...

                        MEMPHIS
           And the moral of that story is -- ?

                        OTTO
           Go to them. They'll be happy to see
           you ... Ahhh...

And he closes his eyes ... To listen to the Ferrari tape ...

                        OTTO (cont'd)
           ... 8.8:1 compression...

We PRE-LAP Simon And Garfunkel's "Baby Driver" and CUT TO:

CLOSE ON: A SIGN READING: "PLEASURE CRUISE DRIVING SCHOOL"

atop a moving DODGE ARIES K. Which is nearly SIDE-SWIPED by an
oncoming PICK-UP. A MAN HOWLS IN TERROR...

INT. DODGE - MOVING - CITY STREETS - DAY

A timid CHINESE GIRL - JENNY, 23 - negotiates the vehicle at
10 & 2. Riding shotgun, her howling instructor is DONNY ASTRICKY - 41,
whom we remember from six years ago. Now he's paunchy, with Ernie
Borgnine tough-guy-warmth. At one time, he kicked out the 
jams. Now he teaches driver's ed...

                        DONNY ASTRICKY
           Pull over! Pull her the hell over!

Jenny pulls the car over in a lopsided lurch...

                        DONNY ASTRICKY (cont'd)
           Put it in PARK. Remember how
           to do that? It's the big "Pff.

She parks it. He stabs at the side-view mirror ...

                        DONNY ASTRICKY (cont'd)
           "Objects May Appear Closer
           Than They Seem." Can you say
           that for me?

                        JENNY
           I'm sorry.

                        DONNY ASTRICKY
           You ain't sorry. You're a horrible
           driver... You can't strap into
           your seat belt, without almost
           getting creamed by a bus ...

She starts to cry... Donny softens ...

                        DONNY ASTRICKY (cont'd)
           Aw, c'mon. It's no big deal.
           You can't drive. You can't.
           Time to acknowledge it and move on. I
           can't swim. I know I can't. So you
           know what I do? I stay the fuck outta
           the pool ...

EXT. PLEASURE CRUISE DRIVING SCHOOL - DAY

Memphis waits outside ... The Aries K comes crawling toward him.
Donny gets out of the car ... Sees Memphis ...

                        DONNY ASTRICKY
           Damn. Memphis Raines. Long time ...

                        MEMPHIS
           How you doing, man?

                        DONNY ASTRICKY
           All I get are the Orientals. They can
           build 'em, but they can't drive
           'em So? What are you doing here?
           What's with the outfit -- ?

                        MEMPHIS
           You know where the others are?

Donny frowns... Looks close at Memphis ... Then:

                        DONNY ASTRICKY
           Most of 'em are gone. The Dyar Boys are
           doing a nickel at Chino; Henry Santoro
           and Frankie Fish are moving
           weight in Florida; Bill Doolin was
           killed in Denver... Atley
           Jackson's on the gimp and runnin'
           errands for Calitri; The Sphinx
           is still around, I guess ... Then
           of course, there's ...

His pause is meaningful ...

                        MEMPHIS
           Forget that ...

                        DONNY ASTRICKY
           Okay. Figure it forgotten. What's this
           about anyways -- ?

INT. OTTO'S AUTO - NIGHT

In a wood-panelled back room, around a conference table: Memphis
and Donny sit... With the list before them...

                        DONNY ASTRICKY
           Most of 'em are late-model...

                        MEMPHIS
           That's right. Only 10 exotics ...

                        DONNY ASTRICKY
           We'll have to start beating the
           bushes, find out where they live...

Otto enters. Giggles...

                        OTTO
           Some crew you got ...

                        MEMPHIS
           If we put out the word. That we're
           crewing-up, for a one-time-only job...
           What do you think that'll yield?

                        DONNY ASTRICKY
           A bunch of strung-out hypes and stick-
           up men. This ain't like the old days,
           Memphis. The profession has lost its..

                        OTTO
           Dignity...

                        DONNY ASTRICKY
           Yeah...

                        MEMPHIS
           Well, the three of us don't'exactly
           inspire confidence...

Beat ... Donny examines the list ...

                        DONNY ASTRICKY
           Wow! They got Eleanor here -- ?

                        MEMPHIS
           I know. Weird, huh -- ?

The door opens ... One of Otto's WORKERS is there...

                        WORKER
           Otto, there's someone here to --

But they walk past: Kip, Tumbler, Mirror Man, Toby, Freb

                        DONNY ASTRICKY
           Lookit Kip. All grown up...

                        KIP
           Hey, Donny --

                        MEMPHIS
           What are you doing here?

                        KIP
           Otto called -

Memphis looks to Otto ... Otto shrugs ...

                        OTTO
           You need him...

                        MEMPHIS
           No we don't -

                        OTTO
           I appreciate your dilemma, Memphis.
           But how are two washed-up thieves
           and an old man supposed to boost
           50 cars in three days...

                        MEMPHIS
           His criminal career has officially come
           to a close ...

                        OTTO
           The conundrum still applies, of course. The
           purpose of the endeavor is to rescue
           baby brother from imminent
           death and/or a life of crime. However.
           This cannot be successfully
           carried out without baby brother's
           considerable resources, shabby
           though they may be.

Memphis considers ... He has little choice ...

                        MEMPHIS
           We do this. Then. You're finished.
           Then. You're clean

                        KIP
           I like how you wallop back in here -
           after four years - and can still get all
           Clifford Huxtable on my shit ...

                        MEMPHIS
           You hear me?

                        KIP
           I hear ya. Get me outta this. I'll
           move to the country. Open a fruit
           stand...

Memphis looks at him... Shakes his head...

                        DONNY ASTRICKY
           You guys have any skills at all?

                        KIP
           Hell, yeah. Mirror Man here is
           our electronics expert. He's got
           some gadgets you old farts maybe
           never -heard of; Tumbler can drive
           anything with wheels, and some
           things without; Toby's a hacker,
           can do things with a computer, that
           are pretty amazing ...

                        MEMPHIS
           How old are you now, Toby?

                        TOBY
           Sixteen. But my birthday's in seven
           months ...

Memphis shakes his head... Sighs ...

                        DONNY ASTRICKY 
                 (re: Freb)
           What about him?

                        KIP
           Freb can order pizzas like nobody's
           business

Freb starts to Protest ... Shrugs ...

                        FREB
           People gotta eat ...

Memphis looks at all of them ... Sighs...

                        MEMPHIS
           Okay, then... Otto?

                        OTTO
           In order to succeed, you're going
           to have to go old-school. one night
           boost. Put all your nuts in one basket.
           And...

                        TUMBLER
           One night? Are you nuts?

                        MEMPHIS
           You got maybe a better plan?

Tumbler looks to Kip...

                        KIP
           You spread it out ... you move around...
           So's they can't touch you... so's they
           don't know... Shadow games and shit
           ...

                        MEMPHIS
           "Shadow games?"

                        KIP
           Shadow games ...

                        MEMPHIS
           You spread it out, by the 2nd night,
           the heat are onto you. Know
           something's up. With a one-night boost,
           by the time all the cars are reported
           stolen, your ship's set sail.

Kip and the others nod... Makes sense ...

                        MEMPHIS (cont'd)
           Go on, Otto -

                        OTTO
           We're on a truncated time-table. Take a day to
           shop it; a day to prep it ... And we're still
           going to need to expand the crew...

                        DONNY ASTRICKY
           There's no one left ...

                        OTTO
           We've got several Italian cars on the list.
           Always tricky, always timeconsuming. So
           we're gonna need a specialist ...

Memphis looks at him. Because that's what he was afraid of.

                        MIRROR MAN 
                 (to Otto)
           You know of one -- ?

                        MEMPHIS
           Yeah. He's knows of one all right.

So we'll PRE-LAP The Beach Boys' "409" and CUT TO:

INT. "THE NAUTICAL MILE" SALOON - NIGHT

A SHOT GLASS, slammed down on a bar by a surly DRUNK... In a
mariner saloon. Drunken SAILORS and FISHERMAN and NAVY TYPES.
Sawdust on the floor. Broken beer mirrors. A rough joint...

                        DRUNK
           One more, girl -

The BARTENDER comes over.. . She is a dark-haired, heavily 
tattooed GIRL, 26, with the faded blue world-weariness of Roy Orbison
song... Her name is Sara Wayland... And she goes by SWAY. She
collects the Drunk's empty glass...

                        SWAY
           I think you've had enough, Billy...

                        DRUNK
           Enough? I haven't even started, girl.
           Gimme another --

                        SWAY
           If you leave now, Billy, you can get
           a head-start on waking up in a pool
           of your own vomit...

                        DRUNK
           Listen, you little cooze--

And the Drunk reaches out across the bar, to grab a bottle And
Sway grabs his hand, twists it ... The Drunk groans in agony ...
And Sway, still clutching his hand, hops over the bar ... And
drags the drunk by his twisted hand to the front ... Cries of
"Attagirl, Sway!" pepper the air ...

EXT. "THE NAUTICAL MILE" - NIGHT

Sway tosses him... The Drunk hitting the pavement ...

                        SWAY
           Come back when you've learned how to
           drink, Billy --

And she freezes ... Because standing there, is Memphis ... She
looks at him ... Shocked is a good place to start ...

                        MEMPHIS
           See you're still stealing the sailors from
           the sea --

                        SWAY
           What are you doing here?

And she heads back inside ... And he follows her...

INT. "THE NAUTICAL MILE"

They head toward the bar...

                        SWAY
                 (re: his clothes)
           What's with the look?

                        MEMPHIS
           The hip, cool, sexy thing was getting
           old...

                        SWAY
           You look like you lost your sheep ...

And she hops back behind the bar ...

                        MEMPHIS
           You still wrenching at Bacchiochi's?

                        SWAY
           Hell, yeah. I'm not getting rich in
           here ...

                        MEMPHIS
           Buy you a drink?

                        SWAY
           Nope. I got a coffee. And a
           boyfriend.

She waves to a 30-year-old CAT drinking with his buddies. He waves
back. Memphis frowns.

                        SWAY (cont'd)
           Mitch.

                        MEMPHIS
           "Mitch?"

                        SWAY
           Mitch.

                        MEMPHIS
           So I was replaced by Mitch?

                        SWAY
           No. You were replaced by Alex.
           Who was replaced by Kevin. Who
           was replaced by Vince. Who was
           replaced by Mitch...

She smiles sourly at him...

                        MEMPHIS
           Wow. And to think all I
           accomplished these past six
           years was the "LORD OF THE
           RINGS" trilogy...

She stares at him... Shakes her head... Busies herself with her
glassware ... Beat ...

                        MEMPHIS (cont'd)
           You look great --

                        SWAY
           Yeah, well, you always were a sucker
           for flawed existences ...

ANGLE - MITCH. Watching them talk ...

                        SWAY (cont'd)
           You should leave --

                        MEMPHIS
           On account of Mitch?

                        SWAY
           On account of me.

He studies her... Then:

                        MEMPHIS
           I've taken the spear for a lot of
           people, Sway. Including you. Can't
           we improvise a little here ... ?

                        SWAY
           No can do. Life goes on, pointfive ...
           You left me, remember?

                        MEMPHIS
           I left town. I didn't leave you.

                        SWAY
           A distinction worth noting ...

                        MEMPHIS
           And here I am...

                        SWAY
           Yes. But I got a feeling it's not on
           account of any longing-for-my-touch
           on your part -

                        MEMPHIS
           Kip's in trouble

And now she looks concerned

                        SWAY
           What kind of trouble -- ?

                        MEMPHIS
           Kip took a job. Fifty ladies in two weeks.
           Only the two weeks have turned into four
           days. And not a single lady has been
           snared.

                        SWAY
           And you got some Italians -- ?

                        MEMPHIS
           Six or seven...

                        SWAY
           I'm not doing it anymore. Haven't
           for a while. I've carved out something
           for myself. It's pathetic, but it's mine ...

                        MEMPHIS
           I understand -

And the cat - MITCH - comes over with two empty pitchers

                        MITCH
           Another round, Sara -

                        SWAY
           Sure, Mitch -

And she goes to the tap ... Leaving Memphis and Mitch ...

                        MITCH
           How you doing, pal?

Memphis nods ... Beat. They sit there. Regard Sway...

                        MITCH (cont'd)
           She's hot, right?

                        MEMPHIS
           I'd go so far as to say "lovely."

And Mitch leans over to him, conspiratorially ...

                        MITCH
           You should her face when she's having
           sex --

And Memphis turns to him...

                        MEMPHIS
           Really?

                        MITCH
           Really...

                        MEMPHIS
           What's it look like?

And Memphis reaches out, and GRABS Mitch's nipple, PINCHING.
Mitch's face curls ...

                        MEMPHIS (cont'd)
           Is it a squinty, grimacing, contorted
           face? Agonized and writhing and ugly?
           Oh, now I see it, yes, yes!

And Memphis releases him... And Mitch goes down hard ... And Sway
comes over ...

                        SWAY
           What the hell are you doing -- ?

                        MEMPHIS
           If you change your mind. We're at
           Otto's. It's 50 ladies in 24 hours.
           For The Carpenter. 200 K and Kip's
           life on the felt. So long now ...

And he's out of there, before Mitch's PALS can get to him.

                        MITCH
           Who was that guy, Sara?

She looks at the door ... Shrugs ...

                        SWAY
           Good question ...

INT. OTTO'S AUTO - LATER - NIGHT

Memphis, Kip, Donny, Mirror Man and Otto sit around the garage ...
Going through the list ... Tumbler calls from the next room:

                        TUMBLER
           Freb's here. Open the gate.

                        DONNY ASTRICKY
                 (to Otto)
           We sent him out on a solo boost. See
           what he could do ...

Freb pulls in an '89 Cadillac Coupe De Ville ...

                        FREB
           How do I look in this one?

                        MIRROR MAN
           Like a goofy white boy in a Cadillac.

                        DONNY ASTRICKY
           How'd it go?

                        FREB
           Keys were in it ...

                        DONNY ASTRICKY
           Well, that defies the point, don't it?

                        MIRROR MAN
           You should ask him how he got the name
           "Freb."

                        FREB
           Shaddup, man ...

                        DONNY ASTRICKY
           Get the damn thing in there and get it
           cleaned up -

Freb pulls in. Pops the trunk. The gate is closed.

                        KIP
           This is loaded with crap - get a duffel.

He pulls out a set of golf clubs ... Freb brings over a duffel ...
Mirror Man plucks something from the trunk ...

                        MIRROR MAN (cont'd)
           Holy shit ...

It's a plasticine BAG - full of a WHITE POWDER...

                        DONNY ASTRICKY
           Lemme see that -

He pierces the skin.. Tastes ...

                        DONNY ASTRICKY (cont'd)
           Heroin.

                        KIP
           No shit?

And they pull back the trunk tarp ... And there are perhaps TWO
DOZEN similar smack-filled BAGS ...

                        DONNY ASTRICKY
           There's gotta be a million bucks worth
           here -

                        TUMBLER
           We're rich. Goddamn, we're rich!

                        MEMPHIS
           Where'd you pick her up?

                        FREB
           In front of one of them poker parlors in
           Chinatown ...

                        MEMPHIS
           Well, take it back --

                        KIP
           Take it back? What do you mean take
           it back? Are you crazy, man?

                        MEMPHIS
           Take it back, Freb --

                        MIRROR MAN
           Hey, now, Memphis... C'mon, man -

Donny makes to grab the bag from Mirror Man ... But Mirror Man
holds on ... They tug back and forth ... The bag DROPS ...
Splitting on the ground, behind the car. Spilling heroin.

                        MIRROR MAN (cont'd)
           Now, see what you--

But a BANG! BANG! on the front gate, gives them all pause.

                        OTTO
           Who is it -- ?

                        DETECTIVE CASTLEBECK (O.S.)
           Castlebeck.

                        DONNY ASTRICKY
           Jesus. The whole damn thing's loaded.

                        OTTO
           one minute -- !

And the others scatter into the back office, with their tools and
devices and lists. Leaving only Memphis and Otto.

Memphis picks up the broken bag ... Sticks it in the trunk ...
Puts the golf clubs in on top of it ... Slams the trunk. Only
there's still a neat MOUNTAIN OF SMACK ON THE FLOOR by the rear of
the Caddy ... But there's no time...

For the gate is opened. Detective Castlebeck ambles in.

                        DETECTIVE CASTLEBECK
           I know you.

                        MEMPHIS
           You know my back.

                        DETECTIVE CASTLEBECK
           What are you still doing here,
           Randall?

                        MEMPHIS
           Stopped by to see Otto. Say hello.

Castlebeck looks at Otto... Otto grins... Castlebeck walks around
the garage... Taking it all in...

Castlebeck notes the Caddy ...

                        DETECTIVE CASTLEBECK
           What's this -- ?

                        OTTO
           Cadillac.

ANGLE - the mound of heroin on the floor ...

                        DETECTIVE CASTLEBECK
           What's wrong with it -- ?

                        OTTO
           Needs brightening ...

Castlebeck takes out a WALKIE ... Barks into it ...

                        DETECTIVE CASTLEBECK
           Run me down a tag - 329 HRO. Cadillac.

He clicks off ... Otto and Memphis share one ... A glance to the
smack ... Castlebeck is a mere inches from it ...

                        OTTO
           No faith in our new-found goodness,
           Detective ...?

                        DETECTIVE CASTLEBECK
           Sure. But sometimes we got to
           create some numbers. The task force
           is run by statistics, you know ...

Before they can respond, the radio crackles ...

                        RADIO (O.S.)
           329 HRO. There's no want on the license at
           this time...

Castlebeck looks disappointed... Otto grins ... Castlebeck stares
at the Caddy, still unconvinced...

                        MEMPHIS
           You're thinking: okay, there's no want ...
           But they probably stripped its guts and
           crated 'em up, right ... ?

                        DETECTIVE CASTLEBECK
           Something like that -

Memphis opens the driver's side door ... Gestures Castlebeck in
... Castlebeck gets behind the wheel ...

                        MEMPHIS
           Let her rip ...

And Castlebeck starts the car...

ANGLE - TAILPIPE ... WHOOSH! All of the heroin on the flo is blown
away by the exhaust ... Memphis winks to Otto ... Castlebeck seems
satisfied ... Gets out.

                        DETECTIVE CASTLEBECK
           Okay, then. I'll catch you later,
           Randall ...

                        OTTO
           Double-meaning intended, right?

                        DETECTIVE CASTLEBECK
           Right ...

Castlebeck stops at the gate... Turns back to them...

                        DETECTIVE CASTLEBECK
           It's funny. There's probably been
           five more cars stolen in the time
           I've been here ...

                        MEMPHIS
           I don't think so, Detective ...

And Castlebeck is gone. Memphis and Otto exhale big time.. The
others come out from the back... To find Memphis and Otto dumping
the heroin into the sink, running the tap ...

                        MEMPHIS (cont'd)
           Take her back to where you found her,
           Freb --

INT. RAINES APARTMENT - NIGHT

Kip is in front of the TV, playing a video game. Helen Raines is
at the kitchen table, going through a PHOTO ALBUM... Memphis comes
home ... Hangs up his coat ...

                        MEMPHIS
           Hey -

He kisses her head ...

                        MEMPHIS (cont'd)
           Kip -

Kip nods ... Plays on ...

                        MEMPHIS (cont'd)
           What do you got there?

                        HELEN RAINES
           The photo album. I get nostalgic around
           this time of year ...

                        MEMPHIS
           What time of year?

                        HELEN RAINES
           Tuesdays ...

He smiles ... Sits down next to her ... They go through the

PHOTOS: - childhood shots of Memphis and Kip, a younger Helen;
Memphis at 17, in his "Ike's Garage" coveralls; 14year-old
Memphis, an infant Kip, and their father (ROBERT RAINES) a MAN
with bright eyes and a quiet smile, standing before an old Cutlass
442; Robert Raines ... Outside a car dealership. We can almost
feel his strong, sure presence ...

Memphis looks at his mother ... As she looks at the picture.

                        MEMPHIS
           You ever wonder what things'd be like
           if he hadn't died?

                        HELEN RAINES
           Every day. I wonder about that every day...

                        MEMPHIS
           Kip and I'd probably be working at the
           dealership...
                 (to Kip)
           Imagine us selling cars?

Nothing from Kip ... Eyes glued to the TV... Memphis glances to
his Mother ...

                        MEMPHIS (cont'd)
           Imagine that -- ?

                        HELEN RAINES
                 (salesman voice)
           And just in case you lose your keys, good
           sir, I can toss in a complimentary slim-jim,
           free of charge ...

                        MEMPHIS
           Mother -- !

They laugh ... Look at the album ... At Robert Raines ...

                        MEMPHIS (cont'd)
           I remember, every day, he'd come home
           in a different car.
           That was the greatest thing ... And
           we'd climb all over it ... Examine
           every inch of every different
           car ...

                        HELEN RAINES
           I remember. Supper getting cold, cos you
           two are out there heads under hoods ...

                        MEMPHIS
           You remember that, Kip?

                        KIP
           I was six ...

Memphis and Helen look at him... Then:

                        MEMPHIS
           After he died ... I think that's
           what I missed most of all ... That
           there was no different cars every night ...
           When I started hanging around Otto's ...
           And he started showing me the things ...
           It was a way to kill two birds ...
           Put food on the table for you and Kip ...
           And ... Ride in different cars every
           night ... Just like when Dad was here.

Tears stand in Helen's eyes ... Kip gets to his feet ...

                        KIP
           Ancient history's two things.
           "Ancient." And "history!"

And he walks out of the house, door slamming behind him. Memphis
turns to his mother ...

                        MEMPHIS (cont'd)
           We're gonna have to do this thing, Ma.

                        HELEN RAINES 
           I know...

                        MEMPHIS
           We do it. He'll get clear Once and
           for all 

And she nods ...

ANGLE - A PHOTO. Robert Raines. Smiling beside an Olds 98.

EXT. INTERNATIONAL TOWERS HIGH RISE CONDOS - DAY

The garage door opens as a resident drives out ... And Memphis and
Donny and Kip and Toby enter the garage ... They walk along the 
rows of parked cars ... Searching ...

                        DONNY ASTRICKY
           Car-jacking is the lazy man's boost.
           No skill. No finesse. Can only take
           the car if the key is in it. That's
           not thieving. That's parking ...
           Thugs ... With the decency of dirt ...

                        TOBY
           They're just cars, man ...

To prevent Donny from biting the kid's head off, Memphis chimes in
with:

                        MEMPHIS
           This Eleanor's been living at the
           International Towers for 3 years now.

                        TOBY
           Who's "Eleanor?"

                        MEMPHIS
           The 167 Mustang Shelby Mustang GT-500.

                        TOBY
           Why do you call it "Eleanor?"

                        MEMPHIS
           All the vehicles get code names.
           Female names. You say "Eleanor lives
           at such and such... " and no one
           listening on the waves is the wiser ...

                        DONNY ASTRICKY
           Eleanor is Memphis' "unicorn."

                        MEMPHIS
           And there she is --

Indeed, slotted nearby is a '67 SHELBY MUSTANG GT-500 Silver with
black top ...

                        MEMPHIS (cont'd)
           Hello, Eleanor --

And he looks at her. An old friend he hasn't seen in years.

                        TOBY
           It looks just like a regular Mustang --

                        KIP
           Don't go there, Toby --

                        MEMPHIS
           She's not. Carroll Shelby tweaked the
           Mustang's High-Performance 289 engine
           and got it legally rated for the street
           at 450 horsepower ... But its actual
           output is closer to 600 ...

                        TOBY
           So she flies -

                        MEMPHIS
           She soars -

                        DONNY ASTRICKY
           Grade-A unicorn ...

                        TOBY
           What's a "unicorn?"

                        DONNY ASTRICKY
           Fabled creature. You know - the horse
           with the horn? Impossible to capture?

Toby looks blank ...

                        DONNY ASTRICKY (cont'd)
           We all got one. The single car
           that, no matter how many times
           you try to boost, something happens...
           Cops show up, car doesn't start, owner
           comes back. It's voodoo...

                        TOBY
           You guys and the car thing, man --

They head off ... Memphis turns back to the Shelby

                        MEMPHIS
           See you in a few days, Eleanor --

INT. OTTO'S AUTO - BACK ROOM - DAY

To Queen's "I'm In Love With My Car." The crew is at work, a MAZDA
and a CADDY are parked here for practice: Tumbler is modifying a
series of slim jims, based on the type of cars they'll be after

Donny and Freb are in the Caddy, Freb behind the wheel Tumbler
puts together BRIEFCASES, containing the requisite TOOLS: slim-
jim, gizmo, screwdriver, ratchet, dent-puller, a mini-battery with
pointy leads ...

- Mirror Man is showing off one of his GADDGETS - beepersized
DEVICE - to Otto... They stand before a locked MAZDA.

                        MIRROR MAN
           And you just stick it in the lock.
           Hit this little button ... And ...

He does ... The door UNLOCKS ... The car's ALARM gives a weak
chirp and dies... Otto looks at Donny ...

                        OTTO
           We're dinosaurs, Donny. Pull-up a tar pit ...
                 (to Mirror Man)
           Can I try -- ?

                        MIRROR MAN
           Knock yourself out --

Kip and Memphis are with Toby, who has his laptop out ...

                        TOBY
           I logged outside the G.R.A.B. site,
           right? Then I monitored their
           incoming outside data requests,
           right? Then I got these ISDN numbers,
           right? Then I tracked them back,
           right? Then I took the one I could
           jack-up the easiest, right? Then I
           called back see, they think I'm an
           insurance company - that's where it
           looks like I'm coming from -- and
           they're sharing stats with this
           insurance company, right? So now
           they're sharing it with me, right?
           They think I'm looking for stats for
           an actuarial conference on auto-theft.
           So they let me in, right? Give me all
           these numbers. But then I don't leave,
           right? I'm in. I've got the key. Now I
           just go anywhere I want.

                        MEMPHIS
           So what's in there -- ?

                        TOBY
           I can tell you who's gonna be on duty
           tonight. I can tell you how much gas
           they're using monthly. I can tell you
           how they used to spend that annoying
           half-hour between "FRIENDS" and "SEINFELD"...

Memphis nods ... Fairly impressed...

                        KIP
           Good work, Toby --

Donny and Freb are inside the Caddy ... Freb's attempts to start
it fail...

                        FREB
           It just ain't happening --

                        DONNY ASTRICKY
           You'll get the hang of it, kid. You
           just need to remember one thing -

                        FREB
           What's that?

Donny smiles ...

                        DONNY ASTRICKY
           On boost night? Always take along a
           good mix tape ...

Donny smiles ... Freb frowns ...

                        DONNY ASTRICKY (cont'd)
           You bring a woman back to your
           crib for some lovemaking, the
           song you put on, depends on the
           woman, the type of lovemaking you
           intend to do, right?

                        FREB
           I guess ...

                        DONNY ASTRICKY
           You got a school teacher or Nancy from
           accounting, you don't put on Sly Stone
           or James Brown. You put on
           Ravel. Rachmaninoff. But if you got
           some wild one you just picked
           up at the track, you wouldn't put on
           Cat Stevens or James Taylor.
           You'd put on Prince. Or Isaac Hayes.
           Or, if you really wanted to
           get after it: Miles.

                        FREB
           okay ...

                        DONNY ASTRICKY
           It's the same way with cars. Different
           cars. Different tunes. You can't steal
           a Maserati listening to Sinatra. You
           gotta get urgent. You gotta get Sonny
           Rollins or Led Zeppelin IV, on that
           shit. But never, never-ever take no Allman
           Brothers into a Lincoln Town Car. Could
           lead to disaster. Got it... ?

                        FREB
                 (absolutely hasn't got it)
           Got it ...

                        DONNY ASTRICKY
           Good.

And then Sway enters ... Donny gets out of the Caddy ...

                        DONNY ASTRICKY (cont'd)
           Whoa, whoa, whoa. Memphis went out
           and got some big game ... Hello, Sway.
           I was just telling the lads about mix
           tapes --

                        SWAY
                 (to Freb)
           Janis Joplin. Billie Holliday. Ella
           Fitzgerald...

                        DONNY ASTRICKY
           Gender bias ...

Otto is before her ... Bowing from the waist ...

                        OTTO
           I've missed you, Sara Wayland --

                        SWAY
           Good to see ya, Otto --

They embrace. Memphis and Kip enter from the other room...

                        KIP
           How ya doing, Sway -- ?

                        SWAY
           Kip...

She looks at Memphis ... Small nod... Small smile ...

                        DONNY ASTRICKY
           What do you think about all this?

                        SWAY
           Stick it in the drawer marked "Fool's
           Errand", right -- ?

                        DONNY ASTRICKY
           That's my girl --

                        MEMPHIS
           That's Mirror Man ... And that's
           Freb ... And Tumbler ... And Toby ...
           Fellas, this is Sara Wayland... They
           call her "Sway."

                        SWAY
           Hey -

But the kids look high near thunderstruck ... The others laugh ...
Go back to their work ... Memphis and Sway

                        SWAY (cont'd)
           No questions. I'm here. I need the
           dough.

                        MEMPHIS
           Of course ...

She studies him... Nods ...

                        SWAY
           Good. Just so we understand...

And then she sees something at the entrance ...

                        SWAY (cont'd)
           Oh, shit. You didn't --

He follows her gaze ... To where -- A MAN, early 40s, has walked
in. Tall, gaunt, ice-eyed. This man never speaks. And his nose is
a gnarled blob of scar tissue ... Which is why they call him

THE SPHINX

And the others really don't dig his scene ...

                        DONNY ASTRICKY
           Well, well, well. The original crash
           test dummy...

The Sphinx nods to all. Smiles warmly, but it comes out creepy.
Freb whispers to Otto ...

                        FREB
           Who's that -- ?

                        OTTO
           That's The Sphinx.

                        FREB 
           The Sphinx?

                        OTTO
           He never says a word. And he's got
           a messed-up nose. Hence. The Sphinx.
           He's boo-koo koo-koo. But he steals like
           time ...
                 (to The Sphinx)
           Hello, Sphinxy, old rum -- !

And Otto embraces the taller man ... And the others stand
around, offering uneasy glances to The Sphinx ...

                        MEMPHIS
           Okay. We're all here. Today's Wednesday.
           D-Day is Friday night ... That gives us
           two days to prep ... We're going to find
           the ladies on our list, find out where
           they live, when they're home; that
           they're properly insured ... Let's get
           into the vans --

                        MIRROR MAN
           Where we going -- ?

                        MEMPHIS
           We're going shopping -- !

We PRE-LAP Gary Numan's new-wave rave classic "Cars".

EXT. LONG BEACH STREETS - DAY

A MONTAGE of the hard-core old-school preparations...

THREE MINI-VANS drive off from Otto's Auto - Mirror Man at the
wheel of one of them - The Sphinx and Donny with him... - Freb
drives the 2nd van: Memphis, Sway, and Kip with him... Tumbler
drives the 3rd van: Otto and Toby with him.

They carry pens and NOTEBOOKS ... And, as they drive around,
they're searching out cars ... When they see an auto that
corresponds to the list, they take down its license plate.

Memphis dials the cell ... Mirror Man answers on the speaker in
his van ... Tumbler in his ... We'll CROSS-CUT the scene as
necessary from van to van ...

                        MEMPHIS
           How's it going -- ?

                        DONNY ASTRICKY
           It's arright ...

They drive on ... Till --

                        DONNY ASTRICKY (cont'd)
           Check it out: 173 Firebird. Know
           who drove one of those ... ?

                        OTTO
           Yes, I do, in fact. John Wayne in
           McO...

                        DONNY ASTRICKY
           That's being obscurest ... Who else?
           Better known. Memphis?

                        MEMPHIS
           Jim Rockford. ROCKFORD FILES.

                        MIRROR MAN
           For real?

As the scenes in the vans play out - we should be INTERCUTTING
with SHOTS of CARS ON THE STREET. LICENSE PLATES. Their NOTEBOOKS.
As license #s are written down.

                        DONNY ASTRICKY
           For real. Okay. Gimme COLUMBO...

                        KIP
           Peugot convertible ...

                        DONNY ASTRICKY
           What color?

                        KIP
           Gray.

                        FREB
           How you know that?

                        KIP
           Remember who my brother is?

INT. OTTO'S AUTO - BACK ROOM

Sway has drawn an intricate CHART on a vinyl DRAWING BOARD: 1-50,
each car is annotated, ie: 1) '56 Ford T-Bird; 2) 188 Lamborghini
Countach, etc. She begins ascribing names to them, Female names.
With Magic Marker. Easy to erase.

INT. REGISTRY OF MOTOR VEHICLES - DAY

Donny enters with a sheaf of PAPERS ... He waits in line ...

EXT. JIMMY'S HARBORSIDE RESTAURANT - NIGHT

Mirror Man has hired on as a VALET ... DINERS pull up in their
cars ... Mirror Man offers the DRIVER of a Porsche Boxster a
ticket ... And climbs in, to park the car ...

INT. OTTO'S BACK ROOM

Sway writes #2-4) Porsche Boxster and next to it PATRICIA 1

INT. THE VANS

As they drive around... Still searching and quizzing...

                        OTTO
           DUKES OF HAZARD?

                        MIRROR MAN
           Fuck that cracker shit --

                        TUMBLER
           I know that one. General Lee, I
           believe, was a ... Dodge Charger ...

                        DONNY ASTRICKY
           You ever notice how it had a different
           interior every week? That bugged me.

                        MIRROR MAN
           Three words: Get A Life.

INT. OTTO'S BACK ROOM - DAY

Memphis and Otto go through Otto's BIBLE - an overstuffed LEDGER
with the addresses Otto has collected, over the years, of some
2000 cars. They look for any that correspond to Calitri's 50 ...

INT. REGISTRY - DAY

Donny offers the REGISTRY WOMAN a LIST of several cars from the
shopping spree ...

                        DONNY ASTRICKY
           I'd like the names and addresses of
           the owners of these 20 cars please...

                        WOMAN
           It'll take me about 15 minutes.

                        DONNY ASTRICKY
           I can wait.

He smiles kindly at her. And takes a seat. It's that easy.

INT. OTTO'S BACK ROOM - DAY

Sway at the board... A grouping of three Mercedes Benz S320 are
designated as JENNIFER 1, JENNIFER 2, JENNIFER 3...

INT. OTTO'S GARAGE - DAY

Otto shows Freb how to disarm an alarm system by groundingout a
tail-light with a wire to a mini-battery...

This dead-shorts the lights, shorts-out the alarm system, which
chirps for a sustained second and then kills itself. The door
locks pop open ... Otto grins...

EXT. JIMMY'S HARBORSIDE - NIGHT

Mirror Man in the Boxster... Parked, . He takes the KEY from
the ignition ... And then takes, from under his jacket - a KEY
CUTTER... And he sets to cutting a COPY of the key.

INT. THE VANS - MOVING

Shop and talk, part III ...

                        FREB
           Okay, okay. What about MAGNUM P.I.?

                        KIP
           Thanks for playing, Freb. That's a
           gimme ...

                        OTTO
           Yes, but what was on the license
           plate?

                        MIRROR MAN
           The license plate?

                        TUMBLER
           I know. "ROBIN 1."

                        OTTO
           Very good. But what was the
           significance of "ROBIN 1"?

                        FREB
           Was that his first name?

                        OTTO
           His first name was Thomas. Thomas
           Magnum...

                        DONNY ASTRICKY
           Thomas Sullivan Magnum, to be exact.

They look at Donny, impressed...

                        TUMBLER
           Robin 1 ...

                        MIRROR MAN
           I know! Robin was the name of that
           faggy guy who hung with him...

                        KIP
           No. That was Higgins ....

                        DONNY ASTRICKY
           Jonathan Quayle Higgins ...

                        MIRROR MAN
                 (to Donny)
           You're like a serial killer, ainchoo?

INT. OTTO'S_-AUT0 - DAY

Sway calls #29 - A '98 Corvette - CAROL...

INT. MIDNIGHT AUTO - NIGHT

A random chop-shop. The Sphinx is buying chopped
IGNITIONS, that go with the cars on the list ...

EXT. JIMMY'S HARBORSIDE - MIRROR MAN

has cut a key, jocks the cutter, and, before he gets out
of the Boxster, opens the glove box and grabs the
registration.

He takes a mini-tape-recorder from his pocket ... Reads
the owner address into the dock... Returns the
registration" to the glove box... Leaves the car ... For
today.

EXT. OTTO'S SALVAGE - NIGHT

Tumbler and Kip park the car carrier behind a Matterhorn
of decimated automobiles ... Out of view...

INT. MIDNIGHT LOCKSMITH - NIGHT

The Sphinx brings the ignitions to the locksmith ... Who
makes keys for them...

EXT. JIMMY'S HARBORSIDE - NIGHT

Mirror Man taking names and kicking ass. A BMW M ROADSTER.

INT. OTTO'S

Sway writes NANCY 1 next to #27) BMW M ROADSTER...

INT. REGISTRY OF MOTOR VEHICLES - DAY

The Registry Woman gives Donny the list he needed...

                        WOMAN
           It's two dollars per car. That'll be
           40 dollars please...

He pays her ... Big smile ...

INT. THE VANS - MOVING

One more time ...

                        OTTO
           Anyone? The significance of "Robin 1" on
           Magnum's license plate? Memphis?

                        MEMPHIS
           Robin was Robin Masters. He owned the
           estate they lived on ...

                        OTTO
           Ten points for our fearless leader ...
           Sway, how 'bout giving us the honor of
           the Bill Bixby trifecta -- ?

                        SWAY
           I don't know that

                        KIP
           Stumped -- !

                        FREB
           Thank-God, Sway, you ain't all freaky-
           deaky, too

But Sway grins

                        SWAY
           How about: a Corvette in
           MAGICIAN; a Ford pick-up truck in
           INCREDIZLE HULK, and...

                        OTTO
           Here's where it gets tricky ...

                        SWAY
           ... he walked in THE COURTSHIP OF
           EDDIE'S FATHER.

Kip high-fives her... Freb looks disappointed...

                        DONNY ASTRICKY
           Walked like a bastard... Skippin'
           stones and shit..

                        OTTO
           That's a good one, Donny...

                        DONNY ASTRICKY
           I think so too --

And they drive... All smiles ... All pleased with
themselves ... And, after a beat ...

                        MIRROR MAN
           Ya'll really need to get the fuck out
           of the house more...

INT. OTTO'S AUTO - BACK ROOM

Sway has finished the chart ... 50 cars ... Their
corresponding distaff names...

INT. FREB'S HOUSE - NIGHT

Freb is at his stereo. CDs scattered around him. Tupac.
Biggy. Puff Daddy ... Making a mix tape... END MONTAGE.

INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

A garage dealing exclusively in imports. Memphis enters...

                        MEMPHIS
           Hello -- ?

Sway slides out from beneath a Testarosa ... In her greasy
coveralls, hair tied back, a motorhead's dream girl ...

                        SWAY
           Hey.

                        MEMPHIS
           What's wrong with her -- ?

                        SWAY
           The right side of the engine is
           running richer than the left. And the
           scope isn't showing shit... I dunno... 

And she goes to the sink...

                        SWAY (cont'd)
           You know Annie's trouble

                        MEMPHIS
           Annie -- ?



                        SWAY
           You haven't been studying --

She gestures to where the LIST of 50 is on the counter.

                        SWAY (cont'd)
           137 Roadster. Custom. Lives at 1443
           Locklin in Rancho Palos Verdes ...

                        MEMPHIS
           Right. Great car. One of a kind. I
           was looking forward to that boost
           myself 

                        SWAY
           She was the only "Annie" you could find?

                        MEMPHIS
           They only made a handful. We're lucky
           there's even one living in the area...

                        SWAY
           Yeah, well ... She lives with District
           Court Judge Seymour Croft ...

As she speaks we CUT TO:

EXT. 1443 LOCKLIN - RANCHO PALOS VERDES - DAY

A massive house of glass and steel in a fancy
neighborhood. We MOVE FOR THE HOUSE. Over the fine-trimmed
lawn.

                        SWAY (O.S.)
           ... and he keeps "Annie' in his
           living room... Like a work of art ...

INTO THE SPARTAN LIVING ROOM...

Massive framed Lichtenstein and Haring pieces on the wall
... Surround the yellow ROADSTER, which sits up on a
platform ... Check out JUDGE CROFT, a nasty fat man in his
late 50s ... He sits in the nearly empty room... A complex
system of directional lighting illuminates the Roadster
...

                        SWAY (O.S.)
           She's got 27 miles on her o-dom.
           Which is exactly how far away the
           custom shop was in 1979 when he
           bought her... He drove her home,
           never drove her again ...

The judge gazes at the car, admiring its jet-pod
taillamps... A MAID comes in with a tray of tea service
... The maid crosses the Judge's line of sight... Watch
as he curses her out, his face going beet red with fury...

                        SWAY (O.S.)
           The man's a freak...

INT. BACCHIOCHI'S FOREIGN MOTORS

Sway looks at Memphis ...

                        SWAY
           She's trouble --

                        MEMPHIS
           I put the boys on it. They're clever
           that way...

She nods ... Long look ...

                        SWAY
           I go with you --

                        MEMPHIS
           That what you want?

                        SWAY
           That's what I want ...

                        MEMPHIS
           Okay.

She hits the Lava soap and starts washing the grease from her
hands ...

                        MEMPHIS (cont'd)
           I missed you, you know -

                        SWAY
           You mentioned that in your letters 

                        MEMPHIS
           I always thought you'd follow me up.

She shuts off the taps ... Towels her hands...

                        SWAY
           We were good when you bailed, weren't we?

                        MEMPHIS
           Very good...

                        SWAY
           Cos there were those dark days, when
           I figured - my God, how easy it was
           for him to just give it up; to make the
           deal; take the rot for the whole crew ...
           And give me up in the process.

                        MEMPHIS
           No way ...

                        SWAY
           No ... ?

                        MEMPHIS
           No ...

And he holds out a hand to her ... And she puts her greasesmeared
towel into it ...

                        SWAY
           Don't go getting all warm and fuzzy on me,
           Randall. I'm the jane that was left, and
           you're the jim that did the leaving. So
           save the sanctimonious shit for someone
           who believes. The only reason I ride with
           you, is cause I don't want to spend the
           whole night with any of them other creeps!

                        MEMPHIS
           Oh. Okay. Right.

EXT. BACCHIOCHI'S FOREIGN MOTORS - DAY

Memphis walks out... Going over to the PARKED CAR across the
street ... Castlebeck...

                        MEMPHIS
           I'm on the move -

                        DETECTIVE CASTLEBECK
           Your girl works in there ...