ANALYZE THIS

                  Screenplay by
PETER TOLAN and HAROLD RAMIS and KENNETH LONERGAN

                    Story by
        KENNETH LONERGAN and PETER TOLAN



                July 1998 Draft




              FOR EDUCATIONAL
               PURPOSES ONLY

1   CREDITS BEGIN OVER BLACK.                                    1

    DOMINIC MANETTA

    a man in his 70s, narrates nostalgically OVER a MONTAGE
    of related news photos.

                            MANETTA (V.O.)
              1957 was a big year. The Russians
              put that Sputnik into outer space,
              the Dodgers played their last game
              at Ebbets Field, 'that guy' shot
              Frank Costello in the head, and
              missed, and the Gallo brothers
              whacked Albert Anastasia in that
              barber shop in the Park Sheraton
              Hotel. It was total chaos. With
              Anastasia gone, Vito Genovese
              figures he's king shit, but Carlo
              Gambino and 'Joe Bananas' both
              want to be boss of all bosses. So
              they call a meeting -- a big
              meeting.


2   EXT. UPSTATE NEW YORK - DAY                                  2

    CREDITS CONTINUE. In FADED 16mm documentary-style, we
    see a country road winding through rolling hills. At the
    top of the hill, a black '57 Cadillac appears and sweeps
    through the peaceful landscape.

                            MANETTA (V.O.)
              It was the first time the whole
              commission was ever gonna meet
              face to face. Bosses and wiseguys
              were comin' in from all over the
              country, and all the New York
              families, too -- maybe sixty
              bosses, the whole wiseguy world --
              all headin' toward this little
              town upstate to figure out what's
              what.


3   EXT. ROADSIDE - DAY                                          3

    A sign reads, "Entering Apalachin - pop. 342." The black
    Cadillac speeds past the sign, then another black Caddy,
    then a black Lincoln, then another Caddy, a Lincoln, etc.

                            MANETTA (V.O.)
              Your father and me, we were goin'
              up with Tommy D., Fat Tommy.
                            (MORE)

                                                   (CONTINUED)

                                                             2.

3   CONTINUED:                                                    3


                               MANETTA (V.O.CONT'D)
                 He was running the family at the
                 time. Anyway, I don't know what
                 anybody was thinking, but some
                 asshole thought it would be a good
                 idea to have this meeting at Joe
                 Babara's farm in the country where
                 nobody would notice.


4   EXT. RURAL GAS STATION - DAY                                  4

    A local state police deputy is gassing up his motorcycle
    when the parade of shiny black cars rolls by. He looks
    up and scratches his head at the unusual sight.

                               MANETTA (V.O.)
                 Turns out the local cops were
                 watching Joe Babara like a hawk.
                 So now you got about fifty Caddies
                 and Lincolns pullin' into Apalachin
                 and some deputy sheriff with cow
                 shit on his shoes notices all the
                 traffic and calls the Feds.


5   EXT. JOE BABARA'S ESTATE - DAY                                5

    The Caddies and Lincolns are all parked around a rambling
    country manor. Bosses and wiseguys are meeting and
    greeting each other on the big front porch.

    One WISEGUY is trying to shoo a cow away from his car.

                               WISEGUY
                 You wanna be a ribeye?   Get away
                 from the fuckin' car.


6   EXT. WOODS - SAME TIME                                        6

    Federal agents start moving in quietly, heavily-armed,
    wearing big FBI arm bands.

                               MANETTA (V.O.)
                 The meeting never even got
                 started. The Feds moved in --


7   EXT. HOUSE - DAY                                              7

    Agents with weapons drawn charge the house and start
    breaking down the front door.

                                                              3.

8    EXT. BACK OF HOUSE - SAME TIME                                  8

                             MANETTA (V.O.)
               -- and we moved out.

     Gangsters in shiny suits are squeezing through windows
     and leaping off balconies.


     WIDE - WISEGUYS

     fleeing into the surrounding woods and fields.

                             MANETTA (V.O.)
               Your papa and me hid in a field
               with hay or corn, some kinda
               foliage, I don't know.


9    EXT. FARM FIELD - DAY                                           9

     Two wiseguys in suits crouch in the tall grass.
     Suddenly they see a John Deere harvester bearing down on
     them.

                             MANETTA (V.O.)
               Then along comes this farmer who
               almost runs us over in a tractor,
               so your father hauls out his piece,
               this .44 cannon he used to carry,
               and hijacks the goddamn tractor.
               Funniest fuckin' thing I ever saw.


10   EXT. COUNTRY ROAD - DAY                                         10

     The farmer goes flying off the harvester and the two
     wiseguys drive off on it.

     The farmer looks up to see the John Deere disappear in a
     swirling cloud of dust that FILLS the SCREEN.

     END CREDITS.

                                                      DISSOLVE TO:


11   SWIRLING CLOUD OF CREAM                                         11

     on top of an espresso. PULL BACK as a hand reaches in
     and runs a lemon rind along the rim of the cup. The
     espresso is picked up and sipped by MANETTA, the aging
     boss of a prominent New York crime family.

                                                      (CONTINUED)

                                                               4.

11   CONTINUED:                                                      11

     INT. RITZ CLAM BOX - LATE AFTERNOON (PRESENT)

     The place is nearly empty. Manetta is talking to PAUL
     VITTI, a dark, intense, intelligent man in his late
     forties, and a powerful boss in his own right.

                                MANETTA
                  Anyway, Carlo Gambino came out of
                  it capo de tutti capi, and that
                  was the last time the whole
                  commission tried to meet -- until
                  now.

                                VITTI
                         (brooding)
                  I don't know. I don't like it.
                  What do we need a meeting for?
                  Let everybody worry about their
                  own business.

     They finish eating.

                                MANETTA
                  The '57 meeting was about how we
                  were going to divide up the whole
                  country. This meeting is about
                  how we're gonna survive. You got
                  'made' guys informing for the
                  Feds; bosses going to jail;
                  everybody's dealing drugs; people
                  are getting whacked without
                  permission. And on top of
                  everything, now we got the Chinese
                  Triads and these crazy Russians to
                  deal with. Everything's changing.
                  We need a leader. Someone with
                  fresh ideas. Someone like you.
                  It's gonna be a new century, Paul.
                  We gotta change with the times.

                                VITTI
                  What are we gonna get, a fuckin'
                  web site?

                                MANETTA
                  You remember what else happened in
                  1957, Paul?

                                VITTI
                  Yeah, I remember.

                                MANETTA
                  When your father died, I promised
                  him I'd always look out for you.
                  Come to the meeting.
                                                       (CONTINUED)

                                                                5.

11   CONTINUED:    (2)                                               11

     They get up to leave. Vitti drops some money on the
     table. Bodyguards follow them to the door. The waiters
     and the owner bow to them as they pass. They are almost
     out the door when Vitti hesitates.

                                VITTI
                  Wait a second. I'm just gonna
                  grab a toothpick.

     The instant he steps back inside, Manetta and his
     bodyguard are struck by an incredible VOLLEY of GUNFIRE,
     which BLOWS OUT all the GLASS in the DOOR and WINDOWS.

     Vitti's bodyguard, JELLY, grabs him and throws him behind
     the counter, shielding him with his body.

     Outside, the shooting has stopped and curious bystanders
     are looking in the broken windows. Vitti's eyes well up
     with tears.

                                                      CUT TO:


12   KLEENEX                                                         12

     being pulled out of a box. CAROLINE, a woman in her
     early thirties, dabs at her eyes with the tissue. She's
     sitting on the couch in --


     INT. BEN'S OFFICE - SAME TIME

     The office is warm, comfortable, and nicely decorated.

                                 CAROLINE
                         (weepy)
                  I kept telling him that I needed
                  room to grow and find myself as a
                  person. Not just as a woman but
                  as an independent entity.

     BEN SOBOL

     her therapist, seems to be listening intently.

                                CAROLINE
                  I told him I needed to get in
                  touch with my uniqueness, but he
                  couldn't handle that. He said I
                  was driving him away. Do you
                  think I was driving him away, Dr.
                  Sobol?

     Ben leans forward sympathetically.

                                                      (CONTINUED)

                                                                6.

12   CONTINUED:                                                       12

     He's in his mid-forties, has an expressive face and a
     quick wit, and despite the occasional lapse, he is a
     gifted and caring psychologist.

                                BEN
                  Things end, Caroline. That's just
                  a part of life. It's how we deal
                  with things ending that's important.

                                CAROLINE
                  I just can't believe it's over between
                  me and Steve. Maybe there's still
                  hope.

                                BEN
                  Well, he did take out a restraining
                  order against you. I have to be
                  honest, that's usually not a good
                  sign.

                                CAROLINE
                  But what should I do?

                                BEN
                  Well, Caroline, I think the first
                  thing you have to do...
                         (voice rising)
                  ... is stop whining about this
                  pathetic loser! You're a tragedy
                  queen!
                         (mocking)
                  'Steve doesn't respect me. Steve
                  doesn't love me anymore.' Who gives
                  a shit! Get a fucking life! You
                  are, without a doubt, the most
                  boring human being I have ever met!
                  Please, say something interesting
                  before I lapse into a goddamn coma!

     Caroline looks curiously at Ben, unperturbed.

                                CAROLINE
                  Dr. Sobol?


     BEN

     Lost in his fantasy, not really listening.    He comes
     to attention and tries to cover.

                                                        (CONTINUED)

                                                                7.

12   CONTINUED:    (2)                                               12

                                BEN
                  Yes. Yes. I was just reflecting
                  on your whole -- situation. It's
                  very interesting what you were
                  just saying. I want you to think
                  about it, and I'm going to think
                  about it, so we'll both think
                  about it and we'll continue next
                  week when I get back from my
                  vacation.

     Caroline bursts into tears again.

                                 BEN
                  Or not.

                                                      CUT TO:


13   INT. UPSTAIRS HALLWAY - DAY                                     13

     Ben rushes upstairs and into his bedroom. His 14-year-old
     son MICHAEL is in his room putting on a tuxedo.

                                 MICHAEL
                  You're late.

                                BEN
                         (changing hurriedly)
                  I know. I couldn't get rid of my
                  last patient. I think she was a
                  tick in a past life.

                                MICHAEL
                  Yeah, what's Caroline's problem?
                  Your boyfriend's gone, he hates
                  your guts, get over it.

                                BEN
                  Michael! What did I tell you?
                  You can't listen to my sessions!
                  It's private stuff.

                                MICHAEL
                  I can't help it. I hear you
                  through the vent in my room.

                                 BEN
                  Funny how that happens when you
                  lie on the floor and put your ear
                  up against it.

                                                      (CONTINUED)

                                                               8.

13   CONTINUED:                                                      13

                                MICHAEL
                  Okay, okay. How's that guy who
                  dreams about shitting trout?

                                BEN
                         (entering, putting
                          on his tux shirt)
                  Fine. He moved up to striped
                  bass. Put on your cummerbund.
                  Boy, have you grown. Did your
                  mother move next door to a
                  nuclear power plant?

                                MICHAEL
                         (struggling with the
                          cummerbund)
                  Why do we have to wear rented
                  clothes to Grandpa's party? This
                  blows.

                                 BEN
                         (helping him)
                  We have to dress up because
                  Grandpa can't have a good time
                  unless everyone else is extremely
                  uncomfortable.
                         (looks at Michael
                          and makes a quick
                          decision)
                  Forget the tux. Regular clothes.

     Ben exits, pulling off the tux shirt.

                                MICHAEL
                         (taking off his
                          tux shirt)
                  Are you ambivalent about Grandpa
                  Isaac?

                                BEN (O.S.)
                         (from his room)
                  Ambivalent? Where do you get that stuff?

                                MICHAEL
                  Mom.

                                BEN
                         (annoyed)
                  She's not supposed to do that, you
                  know.
                                (MORE)

                                                       (CONTINUED)

                                                                  9.

13   CONTINUED:    (2)                                                 13

                                BEN (CONT'D)
                  Your mother and I, when we
                  got divorced, we agreed we wouldn't
                  put you in the middle, or use you
                  as a go-between to talk about each
                  other. So just do me a favor and
                  tell your mother to shut her big
                  mouth.
                         (comes back into
                          Michael's room)
                  Did she say anything about me
                  getting married again? I think
                  she could be feeling a little anger
                  about it.

                                MICHAEL
                  Oh, yeah. She really cares. She
                  says you're intimidated by women
                  your own age, and that's why you
                  go for these young babes.

                                BEN
                         (fuming)
                  Okay. Listen, for two seconds,
                  pretend I'm not your father.
                  I'm just some guy, okay?

                                MICHAEL
                  You gonna vent?

                                BEN
                  Yeah.
                         (venting)
                  I hate her! I really hate her!
                         (a beat, then
                          brightly)
                  Okay. Dad again. Let's go.

                                                        CUT TO:


14   EXT. WAREHOUSE - SAME TIME                                        14

     Paul Vitti gets out of his car and walks to the warehouse
     with his most trusted soldier, Jelly, a hulking bruiser,
     and his sidekick JIMMY, a tightly-wound ferret with chips
     on both shoulders.

                                VITTI
                  So what did you find out?

                                                        (CONTINUED)

                                                                 10.

14    CONTINUED:                                                       14

                                 JELLY
                          (as they walk)
                   The word is Primo Sindone must have
                   ordered it, but, uh --

      He hesitates.

                                 VITTI
                   What?

      Jelly looks at Jimmy.

                                 VITTI
                   What?

                                 JELLY
                          (reluctantly)
                   A lot of people think you set him
                   up.

                                 VITTI
                   Why the fuck would I want to kill
                   Dominic? He was like a father to
                   me.

                                 JELLY
                   So you could be the big boss.
                   Everybody figures you're lookin'
                   to wipe out the competition before
                   the big meeting.

                                 VITTI
                   Oh, is that what they figure?

                                 JELLY
                   It's alright with me if you did --

                                 VITTI
                   I didn't kill him! I told you
                   that! Don't you hear?

                                                       CUT TO:


14A   INT. WAREHOUSE - CONTINUOUS ACTION                               14A

      They enter a room where other Vitti family soldiers,
      EDDIE COKES, TUNA, and JOHNNY BIGS are waiting. In the
      middle of the room, a young rat named NICKY SHIVERS is
      tied to a chair under a strong overhead light. When he
      speaks, we get a hint of mental incompetence.

                                                         (CONTINUED)

                                                                11.

14A   CONTINUED:                                                      14A

                                 NICKY
                   Please, Mr. Vitti, I told 'em I
                   don't know anything but they don't
                   believe me 'cause that one time I
                   said Little Joe hit Dukey and it
                   turned out he didn't but I didn't
                   know because --

                                 JIMMY
                          (smacks him)
                   Shut the fuck up!

      Nicky goes suddenly quiet. He watches in terror as Jimmy
      steps aside and Vitti moves close holding a short length
      of lead pipe.

                                 VITTI
                   Nicky, you know me, right?

                                  NICKY
                   Yeah.   You're Mr. Vitti.

                                 VITTI
                   And you know what I'm gonna do to
                   you if you lie to me, right?

                                 NICKY
                   Uh, you're gonna crack me on the
                   head with that pipe?

                                  JIMMY
                          (slaps him)
                   It's a rhetorical question, you
                   fuckin' idiot.

                                 VITTI
                   I'm only gonna ask you this one
                   time. Who killed Dominic Manetta?

                                   NICKY
                   I don't know.

                                  VITTI
                          (roars)
                   Don't fuckin' lie to me!

                                 NICKY
                          (in tears)
                   Honest to God, I don't know!

                                 VITTI
                   You little rat bastard...

                                                        (CONTINUED)

                                                               12.

14A   CONTINUED:    (2)                                              14A

      Vitti winds up to brain him with the pipe. They all
      wince in anticipation of the blow. But Vitti just
      freezes there with his arm upraised. Then he drops his
      arm and seems to sag.

                                 VITTI
                   Forget about it. He doesn't know
                   anything.

      He tosses the pipe aside.

                                 VITTI
                   Get him outta here.

      Jimmy looks at Jelly in surprise.


15    INT. MINIVAN - LATER                                           15

      Ben is driving to the party with Michael. Sitting in
      stopped traffic, he checks his mirrors anxiously.

                                 BEN
                          (to himself,
                           urgently)
                   Look at this. Everybody's nuts.
                   Ooh, I hate walking into that
                   house late.

                                 MICHAEL
                   I think you're reacting like this
                   because you're mad we have to
                   go to this party.

                                 BEN
                   No. Don't. I'm not going to be
                   analyzed by someone who up until
                   a few years ago believed in
                   Santa. Sorry, but we only have
                   room for one Dr. Sobol in this
                   family.

                                 MICHAEL
                   But there's two Dr. Sobols.
                   There's you and Grandpa.

                                 BEN
                          (a beat)
                   Can we talk about something else?

                                 MICHAEL
                   Are you going to read Grandpa's
                   new book? Mom says you won't
                   because you're...

                                                       (CONTINUED)

                                                                  13.

15   CONTINUED:                                                         15

                                BEN
                  Does your mother talk about
                  anything else or is it just me
                  twenty-four hours a day?

     Wham!   Ben REAR-ENDS the CAR in front of them.

                                BEN
                  That's your mother's fault!   Your
                  mother did that! Damn!

                                                        CUT TO:


16   EXT. EAST 90TH STREET - NIGHT                                      16

     The minivan has rear-ended a black Lincoln Town Car. The
     trunk has sprung open and Nicky Shivers can be seen in
     the trunk, bound and gagged, kicking and squirming.
     Muffled shouts can be heard through the duct tape over
     his mouth.

     Jelly and Jimmy jump out of the Lincoln and slam the top
     of the trunk just as Ben gets out of the minivan to
     inspect the damage.

                                JIMMY
                         (heading Ben off)
                  What's the matter with you?   Are
                  you some kind of moron?

                                 BEN
                  I'm sorry.   It's totally my fault.

     Ben looks at the damage. The Lincoln has gotten the
     worst of it. The rear bumper is hanging off, and Jelly
     is struggling to latch the trunk.

                                JIMMY
                  Did you see anything?

                                BEN
                  I was talking to my son.   I took
                  my eyes off the road --

                                JIMMY
                  Forget that bullshit.   Did you see
                  anything?

     Jelly steps in to defuse the situation, warning Jimmy off
     with a look.

                                                        (CONTINUED)

                                                               14.

16   CONTINUED:                                                      16

                                JELLY
                  That's all right, sir. It's our
                  fault for being in front of you
                  like that.

                                 BEN
                         (surprised)
                  Well, I should have been watching.
                  Let me give you my insurance
                  information --

                                 JELLY
                  It's okay.   Forget about it.

                                BEN
                  Really? It looks like your whole
                  rear end might be screwed up.

     Jimmy is reattaching the rear bumper and securing the
     trunk lid with duct tape.

                                JELLY
                  No, it was like that before.

                                BEN
                  Maybe we should call the police?

                                  JELLY
                           (suddenly menacing)
                  Why?    Fuck the police.

                                 BEN
                  Right!   Fuck 'em.

     HORNS start HONKING behind them.

                                BEN
                  At least take my card. You might
                  look at the damage in the morning
                  and change your mind.

     Jelly takes the card and reads it.

                                JELLY
                  You're a doctor?

                                  BEN
                  Ph.D.    Psychologist.

                               JELLY
                  A shrink. You talk to a lotta
                  nuts, huh?

     Ben hears KICKING from inside the car trunk.

                                                       (CONTINUED)

                                                                 15.

16   CONTINUED:    (2)                                                 16

                                JELLY
                  Pings and knocks. Cheap gas.
                  Hey, how do those minivans handle?

                                 JIMMY (O.S.)
                  Jelly!   Let's go!

                                JELLY
                  Take it easy, Doc.

     Ben looks totally confused as Jelly hustles back to his
     car.

                                                       CUT TO:


17   INT. SOBOL HOME - LIVING ROOM - ISAAC SOBOL                       17

     Ben's father, at the piano in the spacious, elegant,
     tastefully-decorated living room, surrounded by adoring
     guests, playing and singing an exuberant rendition of
     "You Must Have Been a Beautiful Baby." Isaac is a silver-
     haired patrician, overloaded with self-esteem.

                                 ISAAC
                         (ending the sing-
                          along)
                  All right, neurotics only! Well,
                  you must have been a beautiful
                  ba-a-by, 'cause baby look at you
                  now, thank God for Prozac, baby
                  look at you now!


     BEN AND MICHAEL

     standing off to the side talking to Ben's mother DOROTHY.
     In the corner is a large advertising display featuring
     Isaac's smiling picture on the front cover of his new
     book, Tell Me What You Feel, Tell Me What You Want.

                                BEN
                  What do you mean you're not
                  coming? It's my wedding.

                                DOROTHY
                  We understand it's a special day
                  for you, Benny, but your father
                  and I can't just pick up and
                  leave town every time you decide
                  to get married.

                                                       (CONTINUED)

                                                               16.

17   CONTINUED:                                                      17

                                BEN
                  Every time? This is a once-in-a-
                  -- twice-in-a-lifetime thing.

     Isaac joins them.

                                BEN
                  Dad, you're not coming to my
                  wedding?

                                ISAAC
                  We want to be there, but I have
                  three book signings next weekend.
                  I can't piss off these big book
                  stores. If I cancel, they'll
                  stick me down on the bottom shelf.
                  That's how they are.

                                BEN
                  Yeah, that's the word on the
                  street. The self-help book
                  business is full of vindictive
                  pricks.

                                 DOROTHY
                          (looking around)
                  Ben!   The language.

                                BEN
                  I'm sorry, but I've been alone
                  for eight years, now I've finally
                  met someone I want to spend the
                  rest of my life with and I would
                  really like you to meet her
                  before we get married. You're
                  going to be her family. I think
                  it's better she knows that up
                  front.

                                ISAAC
                  You're really hostile tonight.

                                 BEN
                  I'm joking.

                                DOROTHY
                         (jumping in)
                  I think I'll go talk to the mayor.

                                BEN
                  The mayor's here?

                                DOROTHY
                  I can only hope.

                                                       (CONTINUED)

                                                               17.

17   CONTINUED:    (2)                                               17

     Dorothy exits.

                                  ISAAC
                  What's wrong?

                                 BEN
                  Nothing.   Everything's fine.

                                ISAAC
                  How's your practice?

                                BEN
                  It's great. Just great. I've got
                  some very interesting patients --
                  extremely interesting.
                  Fascinating actually.

                                MICHAEL
                  Dad has a patient who dreams he
                  shits trout.

                                  BEN
                  Thanks, Mike.

                                ISAAC
                  Excuse us, Michael.

     Isaac pulls Ben into the foyer.

                                ISAAC
                  Why are you wasting your time out
                  there in the boondocks? New York
                  City is the Mecca of Madness.

                                BEN
                  I'm just not sure I could spend my
                  life dealing with people whose
                  biggest crisis is how to fire the
                  maid.

                                ISAAC
                  It beats a guy with an ass full
                  of flounder.

                               BEN
                  Trout! And don't minimize my
                  practice.

                                 ISAAC
                  Why are you getting so defensive?
                  This is about your own feelings
                  of inadequacy.

                                                       (CONTINUED)

                                                                  18.

17   CONTINUED:    (3)                                                  17

                                BEN
                  You always turn it back on me.
                  Why do you do that?

                                ISAAC
                  Why do you think I do that?

                                BEN
                  Why do you think I think you do
                  that? Go ahead, now you ask me
                  why I think you think I think you
                  do that.

                                 ISAAC
                  Enough. I want you to think about
                  what I said. And when you're ready
                  to talk to me like a normal person,
                  I'll be at the piano with
                  Regis Philbin.
                         (as he crosses away)
                  Rege!

                                REGIS PHILBIN
                  I'm not singing, Isaac!

                                ISAAC
                  Now, ladies and gentlemen, at the
                  piano, Regis Philbin!

     Applause and laughter from the guests. Ben grabs a
     glass of champagne from a passing waiter's tray.

                                BEN
                         (to the waiter)
                  Thomas Wolfe was right. You can't
                  go home again -- because your
                  parents still live there.

                                                        CUT TO:


18   INT. OLD LION SOCIAL CLUB - NIGHT                                  18

     Vitti's men converse quietly while a soldier sweeps the
     room for bugs. He gives the "all clear" and SALVATORE
     MASIELLO, the old consigliere, speaks.

                                MASIELLO
                  The Manetta family is asking a lot
                  of questions. They think we hit
                  Dominic.

     CARLO MANGANO, the burly underboss of the Vitti family,
     jumps in.

                                                        (CONTINUED)

                                                                19.

18   CONTINUED:                                                       18

                                MANGANO
                  Forget Dominic! They were after
                  Paul.
                         (to Vitti)
                  It's a miracle you survived. I
                  thank God.

                                VITTI
                  Yeah, thank God. All I know is if
                  I didn't have some veal stuck in
                  my teeth, I'd be laying there with
                  Dominic.

                                JOHNNY BIGS
                  This is all about the big meeting.
                  Primo Sindone wants to run the
                  whole show.

                                MANGANO
                  Yeah, but Primo's a boss. He
                  knows the rules. He couldn't go
                  after Dominic and Paul unless the
                  other families gave their
                  permission.

                                 VITTI
                         (starting to sweat)
                  If they did, we're heading for one
                  big fuckin' war.
                         (having trouble
                           breathing)
                  Talk to Zello and Baldassare.
                  Find out what you can. We got two
                  weeks. If the other New York
                  bosses are against us, I want to
                  know it before I walk into that
                  meeting.

     He feels a stabbing pain in his chest.

                                MANGANO
                  You all right, Paul? You don't
                  look good.

                                VITTI
                  I'm a little choked up here.   I
                  gotta get some air.

     He walks outside. Jelly follows.     Mangano looks
     quizzically after them.

                                                      CUT TO:

                                                               20.

19   EXT. OUTSIDE THE OLD LION - CONTINUOUS ACTION                   19

     Vitti is having trouble breathing.

                             JELLY
               You feel all right?

                             VITTI
               I feel like shit. This whole
               thing is like a huge fuckin'
               headache.

                             JELLY
                      (concerned)
               You havin' one of those
               mindgrains?

     Sweating profusely now, Vitti feels another stabbing
     chest pain.

                              VITTI
               Get the car.

                                                     CUT TO:


20   INT. EMERGENCY ROOM - LATER                                     20

     Vitti is putting on his shirt. He looks considerably
     better. Jelly is sitting down, tapping his own knee with
     the little rubber hammer. Nothing moves.

     DOCTOR SHULMAN, a young cardiology resident, enters.

                             DOCTOR
               Good news, Mr. Evans.   Your heart
               is just fine.

                             VITTI
               How could it be fine? I've had
               like eight heart attacks in the
               last three weeks.

                             DOCTOR
               Well, based on everything, I'd say
               you probably had an anxiety
               attack.

                              VITTI
                       (a beat)
               What?

                             DOCTOR
               An anxiety attack. A panic
               attack. I can give you some Xanax
               if it happens again soon --

                                                     (CONTINUED)

                                                                21.

20   CONTINUED:                                                       20

                                VITTI
                         (menacing)
                  Look at me. Do I look like a guy
                  who panics?

                                DOCTOR
                         (nervous now)
                  There's nothing -- I mean -- it's
                  a common thing --

                                 VITTI
                  Where did you go to medical
                  school? I had a heart attack, you
                  quack bastard.

                                DOCTOR
                         (very scared now)
                  Well, not according to these --

     As Vitti moves toward the Doctor, Jelly instinctively
     grabs the Doctor from behind and holds him while Vitti
     wraps the blood pressure cuff around his neck.

                                VITTI
                         (low and deadly,
                          pumping up the
                          cuff with the
                          squeeze-ball)
                  Listen to me, jerk-off. I had a
                  mild heart attack and now it's
                  over. You understand?

     The Doctor nods vigorously, his eyes bugging out as the
     pressure around his neck increases.

                                VITTI
                  If anyone asks you, you never saw
                  me, and I was never here. Is that
                  clear?

                                 DOCTOR
                          (strangled)
                  Yes.

                                 VITTI
                  Good.
                         (to Jelly)
                  Take the chart.

     Jelly releases the Doctor, grabs all the papers and
     follows Vitti out the door.

                                                      CUT TO:

                                                             22.

21   EXT. HOSPITAL - MOMENTS LATER                                 21

     Vitti and Jelly come walking out the emergency room exit.
     Vitti stops.

                             VITTI
               Jelly, I need you to do something
               for me as my friend.

                                JELLY
               Anything.

                             VITTI
               You have to find me a doctor.

                             JELLY
               We just came from the doctor.

                             VITTI
               Not that kind of doctor.   I need a
               head doctor.

                             JELLY
               You're gonna change your face like
               Sonny Black? Don't get his nose
               though, he looks like a pig.

                             VITTI
               Not a plastic surgeon, ya spoostud.
               Do I have to spell everything out?

                                JELLY
               It saves time.

                             VITTI
               I need you to find me a
               psychiatrist.

                             JELLY
               Wow. This is like the Psychic
               Network or something. I just ran
               into a psychiatrist. Actually he
               ran into me.

                             VITTI
               Is he any good?

                             JELLY
               Yeah, he seemed like a smart guy.
               He had a business card and
               everything --

                             VITTI
               He had a card? That's a real
               fuckin' achievement.

                                                     (CONTINUED)

                                                                 23.

21   CONTINUED:                                                        21

                                JELLY
                  What do you need a shrink for
                  anyway?

                                VITTI
                  It's not for me. It's for a
                  friend. This friend is having
                  some problems, so I'm going to ask
                  the shrink some questions and get
                  some answers for my friend.

                                  JELLY
                  Got it.

                                VITTI
                  And nobody can know. If anyone
                  hears I'm talking to a shrink, it
                  could be interpreted the wrong
                  way. You know what I mean?

                                JELLY
                  Of course. Absolutely.
                         (then)
                  Can I ask you one thing?

                                  VITTI
                  What?

                                  JELLY
                  This friend.    Is it me?

                                                       CUT TO:


22   INT. BEN'S OFFICE - DAY                                           22

     Ben is with a patient, CARL ANDERSON, a high-strung
     milquetoast in his late forties.

                                BEN
                  Carl, I'm detecting a pattern
                  here. You seem to settle too
                  easily for things.

                                  CARL
                  You're right.    I do.

                                BEN
                  No, well, there you go. You
                  just did it again. I suggested
                  something and you immediately
                  agreed.

                                                       (CONTINUED)

                                                                 24.

22   CONTINUED:                                                        22

                                  CARL
                  You're right.    I did.

                                BEN
                  Why do you think you do that?

                                  CARL
                  I don't know.

                                 BEN
                  Well, sometimes people do it
                  because they fear rejection or
                  disapproval, but you can't let
                  that worry you, Carl. And you
                  can't agree with things just for
                  the sake of agreeing. Stand
                  your ground. Don't let people
                  roll over you.

     The door opens and Jelly enters.

                                  JELLY
                  Dr. Sobol?

                                  BEN
                  Excuse me!    I'm in a session here.

                                JELLY
                  Yeah, I know, I'm sorry.

                                BEN
                  You're... You're one of the guys
                  I rear-ended the other night.

                                  JELLY
                  Bingo.
                         (to Carl)
                  Get outta here.

     Jelly takes Carl by the elbow and lifts him off the
     couch.

                                 JELLY
                  Upsa-daisy.   You got a coat,
                  nutbar?

                                BEN
                  What are you doing?

                                  JELLY
                  He's leaving.

                                                         (CONTINUED)

                                                                 25.

22   CONTINUED:    (2)                                                 22

                                BEN
                  The hell he is. He's not going
                  anywhere until we're done with his
                  session.

     Jelly pulls a big roll of bills out of his pocket,
     removes the rubber band, and peels off a couple of
     fifties.

                                JELLY
                         (to Carl)
                  I'll give you a hundred bucks to
                  get out of here.

     Carl looks at the money, then he gives Ben a plaintive
     look.

                                BEN
                  Don't take it, Carl.

     Carl looks back to Jelly.

                                JELLY
                         (peeling off another
                          bill)
                  A hundred and fifty.

                                BEN
                  He's not leaving.


                                 CARL
                         (trembling)
                  Three hundred.

                                JELLY
                         (pays him)
                  You're not that fuckin' crazy.

     Carl takes the money, gives Ben the thumbs up and
     exits. Jelly follows him to the door and waves for
     someone to come in.

                                BEN
                  Listen, if you're upset about your
                  car, I can understand that. But
                  you don't just barge in here --

     Paul Vitti steps into the office.    Ben freezes.   Jelly
     crosses to take Vitti's coat.

                                VITTI
                  You know who I am?

                                                       (CONTINUED)

                                                                   26.

22   CONTINUED:    (3)                                                   22

                                    BEN
                  Yes.

                                    VITTI
                  No you don't.

                                    BEN
                  Okay.

                                VITTI
                  You've seen my picture in the papers?

                                    BEN
                  Yes.    And no.    Sometimes.   Never.

                                VITTI
                  Jelly, wait outside.

     Jelly exits. Vitti walks around the room, taking
     everything in. He picks up the phone and listens.          Hangs
     up.

                                    VITTI
                  Sit down.

                                    BEN
                  Sure.

     Ben sits quickly on the coffee table. He crushes a box
     of tissues, then moves them out from under his ass.
     Vitti picks up a stack of CDS and looks through them.

                                VITTI
                  Tony Bennett, huh?

                                 BEN
                  Yeah.   He's my favorite.

     Vitti picks up an autographed baseball bat from Ben's
     desk.

                                BEN
                         (puts up his hands)
                  Mr. Vitti, I tried to give the guy
                  my insurance information, but he
                  wouldn't take it. Seriously, I
                  tried several times because it was
                  all my please don't kill me.

                                VITTI
                  I was just gonna ask if you liked
                  baseball.

                                                           (CONTINUED)

                                                                27.

22   CONTINUED:    (4)                                                22

                                 BEN
                  Yes.   Big Yankee fan.

     Vitti puts the bat down.

                                BEN
                  Mr. Vitti. Not that it's your
                  fault, but your friend, he
                  interrupted a patient's session
                  and that's -- not good. I think
                  this is a matter for our insurance
                  companies, don't you think?

                                VITTI
                  I don't care about the car.

                                   BEN
                  Then what -- ?

                                VITTI
                  A friend of mine is having a
                  problem and he might have to see a
                  shrink, so I'm going to ask you a
                  couple questions. Do we sit?

                                BEN
                  Whatever makes you comfortable.

     Ben starts for his chair, but Vitti sits in it first.
     Ben sits on the couch. Vitti adjusts the cuffs of his
     shirt, and runs a hand down the crease in his slacks.

                                VITTI
                  Okay, the first thing I gotta know
                  about is privacy. You must hear
                  a lot of weird shit in here. How
                  do I know you won't go testifying
                  -- not testifying -- but, you know,
                  talking about it to somebody else.

                                BEN
                  I won't discuss a patient with
                  anyone for any reason, unless I
                  know the patient may be a danger
                  to himself. Like if I'm concerned
                  a patient might kill himself...

                                VITTI
                  Not fuckin' likely --

                                BEN
                  -- or kill someone else.

                                                        (CONTINUED)

                                                                28.

22   CONTINUED:    (5)                                                22

     Ben looks to Vitti for a response.    Vitti stares at him
     for a long, uncomfortable beat.

                                   VITTI
                  So who starts?

                                BEN
                  Why don't you tell me why you think
                  you need therapy?

                                VITTI
                  I don't need therapy. I'm helping
                  out my friend. You didn't hear me
                  say that?

                                 BEN
                  Right.   I'm sorry.

                                VITTI
                  You guys are supposed to be so
                  great when it comes to listening.
                  You can't remember what I said two
                  seconds ago.

                                BEN
                  I'm very sorry.

                                VITTI
                  I have to tell you, Doc, I'm not
                  thrilled with the level of service
                  up to this point.

                                BEN
                  Why don't you tell me about your
                  friend?

                                VITTI
                  He's a powerful guy. Never had
                  a problem dealing with things,
                  you know? Now all of a sudden,
                  he's falling apart. He cries
                  for no reason. He's having
                  trouble sleeping. And then he
                  started having these attacks. You
                  know, can't breathe, dizzy, chest
                  pains -- like you think you're
                  gonna die.

                                   BEN
                  Panic attacks.

                                                        (CONTINUED)

                                                              29.

22   CONTINUED:    (6)                                              22

                                VITTI
                  What's with all you doctors and
                  the fuckin' panic? Did I say
                  panic?

                                BEN
                  Not panic. Dizzy -- breathing --
                  chest pain attacks.

                                VITTI
                  Right. So the question is, what
                  can he do to make it stop?

     Ben decides to go for it.

                                BEN
                  I'm going to go out on a limb
                  here. I think your friend is you.

                                VITTI
                  You -- you -- you -- you have a
                  gift, my friend. Go on.

                                BEN
                  Medication could help, but if you
                  really want to get to the bottom
                  of this, you're going to want to
                  get some kind of therapy.

                                 VITTI
                  With you?

                                BEN
                         (hedging)
                  With me? Oh, I don't know. I'd
                  have to look at my schedule. I'm
                  very heavily booked right now and
                  I'm going on a short vacation
                  tomorrow.

                                VITTI
                  Where you going?

                                BEN
                  I don't really share that
                  information with...

                                 VITTI
                  Where?

                                 BEN
                  Miami Beach.

                                                      (CONTINUED)

                                                                  30.

22    CONTINUED:    (7)                                                 22

                                 VITTI
                   You know, this could be good. Just
                   getting that off my chest, I feel
                   better already. It's like a load
                   is off my shoulders. Thank you.

                                 BEN
                   Well, I really didn't do anything --

                                 VITTI
                   You did something. The load?
                   Off. Where is it? Don't know.
                   You're good, Doctor. I'll be in
                   touch. But listen to me.
                          (leaning close,
                           menacing)
                   If I talk to you and it turns me
                   into a fag, I'll kill you. You
                   understand?

                                 BEN
                   Could we define 'fag,' because
                   some feelings may come up --

      Vitti silences him with a wave of his hand.

                                 VITTI
                   I go fag, you die. Got it?

                                 BEN
                   Yes.

      Vitti gives Ben a little pat on the cheek, then turns
      and exits. Ben is stunned.

                                                        CUT TO:


23    OMITTED                                                           23


23A   EXT. BACK YARD - LATER                                            23A

      Ben comes out the back door of the house carrying a
      couple of suitcases. Michael follows behind him with
      his bags. They cross to the car in the driveway.

                                 BEN
                   I hope you didn't leave any food
                   in your room. I don't want to
                   come home and find a science fair.

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                     31.

23A   CONTINUED:                                                           23A

                                  MICHAEL
                   I didn't.   Hey, Dad? One thing
                   though.

                                  BEN
                   Yeah?

                                 MICHAEL
                   I go fag, you die.

                                BEN
                   Michael! That's it!      I am sealing
                   that vent.

                                 MICHAEL
                   You are so cool, Dad. Was that
                   really Paul Vitti?

                                 BEN
                          (throwing the bags
                           in the car)
                   I didn't ask to see his Mafia
                   decoder ring, but yeah, it was
                   him. And you cannot tell anyone
                   he was here. You understand?

                                 MICHAEL
                   Should I take it off the internet?

                                  BEN
                   What?

                                  MICHAEL
                   I'm kidding!

                                                           CUT TO:


24    OMITTED                                                              24


24A   EXT. MIAMI BEACH - DAY                                               24A

      Helicopter SHOT of the hotels fronting the crowded beaches.


24B   EXT. HOTEL SWIMMING POOL (MIAMI) - DAY                               24B

      LAURA MacNAMARA, a pretty and charming TV news
      correspondent, is on the air live, surrounded by her
      camera crew. Kids are frolicking in the pool, splashing
      off the water slide behind her.

                                                           (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                32.

24B   CONTINUED:                                                      24B

                                 LAURA
                   So judging from the mob scene
                   around the pool here today, I
                   think you'd have to say that
                   there's nothing 'off' about the
                   'off-season' in Miami Beach this
                   summer. Now, on a personal note,
                   this is my last report for
                   W.V.B.F. I'm getting married
                   to a wonderful man and moving
                   to New York, so if you're up
                   that way, watch for me on the
                   W.P.I.X. news team. Thanks for
                   everything, Miami.
                          (voice catching
                           slightly)
                   For the last time, this is Laura
                   MacNamara, W.V.B.F. news.

      She pulls a bouquet out from behind her back and tosses
      it to the camera.

                                  LAURA
                   Catch!

      She smiles for a long beat.

                                  PRODUCER
                   We're clear.

      Laura's smile abruptly disappears.

                                 LAURA
                          (to the crew, all
                           business)
                   I'll do the re-asks, then you guys
                   can just shoot the inserts and
                   pack it up.
                          (looks off)
                   Ben!

      Laura runs to Ben, standing on the sidelines, and
      embraces him. Michael is there too.

                                 LAURA
                   This is him, everyone!    This is
                   the guy!

                                  BEN
                          (to the crew)
                   Hi, everybody.

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                33.

24B   CONTINUED:    (2)                                               24B

                                 LAURA
                          (as she hugs him)
                   Oh, I missed you.

                                 BEN
                   I missed you too. Michael, say
                   hello.

                                 MICHAEL
                   Hi, Laura.

                                 LAURA
                          (a little too big)
                   This is Michael? I don't think so.
                   If I remember correctly, Michael
                   was a little boy, and this, this
                   is a great big kid. Hey, you.
                   Tell us what you did with Michael
                   Sobol.

      Ben and Michael look at each other out of the corners of
      their eyes.

                                LAURA
                   Okay. Come on. Give me a break.
                   I'm trying.

                                 MICHAEL
                   No, it was nice, but I'm fourteen
                   so it wasn't -- you know -- age
                   appropriate.

                                  LAURA
                          (smiles
                           appreciatively)
                   Sorry. Just smack me if I do that
                   again.
                          (hugs him)
                   How are you, Michael?

                                 MICHAEL
                   Great.

      There is an awkward silent moment, everyone smiling
      uncomfortably.

                                 BEN
                   Mike, you want to go look at the
                   camera?

                                 MICHAEL
                   Why would I want to look at the
                   camera?

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                  34.

24B   CONTINUED:    (3)                                                 24B

                                 BEN
                   'Cause I bet there's all kinds of
                   cool video stuff over there. Why
                   don't you check it out?

                                 MICHAEL
                          (gets the hint)
                   Oh, yeah.
                          (to Laura)
                   Is it okay?

                                LAURA
                   Go ahead. If you break something,
                   don't worry. I'm out of here.

      Michael crosses to the camera crew.

                                 LAURA
                   You think he likes me?

                                  BEN
                   Michael?   He's crazy about you.   I
                   am too.

      They embrace.

                                 LAURA
                   You are? And you still really
                   want to get married?

                                  BEN
                   Of course.

                                 LAURA
                   But what if you get tired of me?
                   I know so many couples that were
                   really happy, then they got
                   married and just completely lost
                   interest in each other.

                                 BEN
                   That's not going to be us.

                                 LAURA
                   I just don't want to lose the
                   passion.

                                 BEN
                   Yes, I'm brimming with passion.
                   I'm up to here with passion.

                                                          (CONTINUED)

      ANALYZE THIS - Rev. 7/9/98                                  35.

24B   CONTINUED:    (4)                                                 24B

                                 LAURA
                   I want us to be like animals.
                   You know just screaming and
                   sweating and tearing at each
                   other all the time --

                                 BEN
                   The sweating shouldn't be a
                   problem. The tearing sounds
                   painful.

      The SOUND GUY crosses over.

                                 SOUND GUY
                          (embarrassed)
                   Uhh, Laura? You want me to take
                   your mic, or at least turn it off?

      Laura looks over at the crew. It's obvious that Michael
      and the crew have heard this whole exchange.

                                  LAURA
                   Oh my God.


25    OMITTED                                                           25
&                                                                       &
25A                                                                     25A


25B   INT. WALDORF-ASTORIA - HOTEL CORRIDOR - NIGHT                     25B

      A room service cart with the remains of a sumptuous meal
      is standing in the hall outside one of the rooms.

                                  SHEILA (O.S.)
                   Oh my God!   Oh, yes. Oh, yes.

                                                        CUT TO:


26    INT. HOTEL ROOM - SAME TIME                                       26

      Vitti is in bed making love to his mistress, SHEILA, a
      pretty woman in her late 20s. They're really going at
      it.

                                 SHEILA
                   Oh, yes. Oh, yes.
                          (then)
                   Is everything okay, Paul?

                                                        (CONTINUED)

     ANALYZE THIS - Rev. 7/9/98                                35A.

26   CONTINUED:    (A1)                                               26

                                VITTI
                  What are you talking for?   I'm
                  trying to do this here.

                                SHEILA
                  You seem -- distracted.

                                VITTI
                  I got things on my mind.    Stop
                  talking.

                                SHEILA
                  Okay, I'm sorry. Just relax,
                  baby.

     He goes back to lovemaking.

                                SHEILA
                         (after a beat)
                  Were you thinking about your wife?

                                                       (CONTINUED)

     ANALYZE THIS - Rev. 7/21/98                                36.

26   CONTINUED:                                                       26

                                VITTI
                  No, I wasn't thinking about my
                  wife.
                         (a long beat)
                  Now I'm thinking about my wife.
                  Goddamn it, Sheila, why can't you
                  keep your mouth shut!

     Completely frustrated now, he gets out of bed, leaving
     her alone and confused.

                                SHEILA
                         (small voice)
                  I'm sorry, Paul.

                                                      CUT TO:


27   INT. BEN'S MIAMI HOTEL ROOM - NIGHT                              27

     Ben and Laura are nestled together in bed, asleep.

                                JELLY (O.S.)
                         (whispering)
                  Dr. Sobol. Dr. Sobol.

     Ben stirs.

                                BEN
                  Mom?

     Jelly's head pops up on Ben's side of the bed. Ben wakes
     up and his eyes go wide. Jelly puts a finger to his lips.

                                JELLY
                  Mr. Vitti wants to see you.   I
                  have your robe.

                                                      CUT TO:


28   OMITTED                                                          28


29   UNDERWATER                                                       29

     Kelp. Rocks. Bubbles. A mermaid swims INTO VIEW and
     meets up with another mermaid. They do beautiful back
     flips under the water.

                                VITTI (O.S.)
                  You no-good little two-bit piece
                  of shit bastard!

                                                      (CONTINUED)

     ANALYZE THIS - Rev. 7/21/98                               37.

29   CONTINUED:                                                      29

     We PULL BACK to see the mermaids through the viewing
     windows of a large tank behind the bar of the --


     INT. WIKI WACHI LOUNGE - LITTLE LATER

     A tacky dive with a tropical motif.    Ben, in his robe, is
     being berated by Vitti.

                                VITTI
                  I got news for you. I'm still
                  fucked up. Whatever you did the
                  other day, it didn't take. You
                  did nothing for me.

                                BEN
                         (indignant)
                  I did nothing? What did you
                  expect? I saw you for five
                  minutes. I don't work miracles,
                  Mr. Vitti. And I'll tell you
                  something else. I don't appreciate
                  it when someone breaks into my
                  hotel room and kidnaps me. I don't
                  go for that. I have a family and
                  a life and a serious practice, and
                  I don't have time for your
                  bullshit!
                         (sheepishly)
                  That got away from me near the
                  end.

     Vitti stares at Ben.

                                VITTI
                  I couldn't get it up tonight.

                                BEN
                         (stopped cold)
                  You mean sexually?

                                VITTI
                  No, I mean for the big game
                  against Michigan State. Of course
                  sexually!

                                BEN
                  You flew fifteen hundred miles and
                  dragged me out of bed in the
                  middle of the night because you
                  couldn't get an erection?

                                VITTI
                  Doesn't that prove I'm motivated?

                                                       (CONTINUED)

     ANALYZE THIS - Rev. 7/21/98                              38.

29   CONTINUED:    (1A)                                             29

                                BEN
                  You can take a pill for that, you
                  know.

                                                      (CONTINUED)

                                                               39.

29   CONTINUED:    (2)                                               29

                                VITTI
                  No, that's a cheat. You start with
                  the pills, next thing you know you
                  got implants with pumps. I think
                  a hard-on should be gotten
                  legitimately or not at all.

                                BEN
                  Did you see that embroidered on a
                  pillow somewhere?

                                VITTI
                  Are you gonna help me or not?

                                BEN
                  I don't believe this. All right.
                  Has this happened before?

                                VITTI
                  The dead dick thing? Never.
                  Well, one time. Tonight. And
                  another time.

                                BEN
                  So twice?

                                VITTI
                  Do the math. Two times.
                         (a beat)
                  There was another time. But it
                  was after a big meal, so, you
                  know, that don't count.

                                BEN
                  Listen, being unable to perform
                  three or four times --

                                VITTI
                  Five.

                                BEN
                  Five times -- it isn't the end of
                  the world.

                                VITTI
                  Maybe not to you -- look at you --
                  but if I can't get it up, that
                  makes me less of a man and I can't
                  have that.
                                (MORE)

                                                       (CONTINUED)

                                                               40.

29   CONTINUED:    (3)                                               29

                                VITTI (CONT'D)
                         (moving closer
                          to Ben)
                  In my business I deal with
                  animals. They may seem dumb to an
                  educated guy like you, but make no
                  mistake about it, Doctor, animals
                  are very cunning. And they sense
                  weakness. Right now I'm an
                  injured animal. It's only a
                  matter of time before one of the
                  lions out there catches the scent.
                  Then I'm dead. That's the way it
                  is. If you don't understand that,
                  then you don't understand the life
                  I live and you don't understand
                  me.

                                 BEN
                          (nodding)
                  Okay.

                                VITTI
                  I have until the end of the week
                  to get strong or they're gonna eat
                  me up. If they don't kill me in
                  the meantime.

                                BEN
                  What happens next week?

                                VITTI
                  I can't tell you and you don't
                  want to know.

                                BEN
                  It's impossible. I can't do
                  anything that fast. And even
                  if I could, what's my goal here?
                  To make you a happy, well-adjusted
                  gangster?

                                VITTI
                  Look, the other day I saw a
                  commercial on television, some kid
                  playing with a couple of puppies.
                  I cried for 45 minutes. Slap a
                  pair of tits on me, I'm a woman!

                                 BEN
                  I'm sorry.   I can't help you.

                                VITTI
                  You're turning me down?

                                                       (CONTINUED)

                                                               41.

29   CONTINUED:    (4)                                               29

                                BEN
                  Mr. Vitti, when I got into family
                  therapy, this was not the family I
                  had in mind. I'm turning you down.

                                VITTI
                  You with your schmucky little
                  office in your schmucky little
                  house out there in Schmuckville --
                  you're turning me down? What, so
                  you can spend more time listening
                  to housewives piss and moan about
                  how nobody fucks them right?

                                BEN
                  I'd like to go now.

                                VITTI
                         (starts to cry)
                  You see this? This is what I'm
                  talking about! I'm a dead man!

     Ben turns away and starts for the door.

                                VITTI
                         (through the tears)
                  You call yourself a doctor? You
                  should be ashamed. A real doctor
                  couldn't turn his back on a person
                  who's suffering!

                                BEN
                         (finally)
                  All right.
                         (hands him a
                          handkerchief)
                  What happened with your wife tonight?

                                 VITTI
                         (wiping away his
                          tears)
                  I wasn't with my wife. I was
                  with my girlfriend.

                                BEN
                  You have a girlfriend? We could
                  do two months on that alone.

                                VITTI
                  What, you're gonna start
                  moralizing with me now?

                                                       (CONTINUED)

                                                               42.

29   CONTINUED:    (5)                                               29

                               BEN
                  Okay. Do you have marriage
                  problems?

                                 VITTI
                  No.

                                BEN
                  Then why do you have a girlfriend?

                                VITTI
                  I do things with her I can't do
                  with my wife.

                                BEN
                  Why can't you do those things with
                  your wife?

                                VITTI
                  Hey. That's the mouth she kisses
                  my children good night with.
                  What's the matter with you?

                                BEN
                  Okay, okay. Have you been under a
                  lot of stress lately?

                                VITTI
                  You mean like seeing your best
                  friend murdered? Yeah, I got
                  stress.

                                BEN
                  Well, based on what you told me
                  before about your attacks, I'd
                  say that's probably it then.

                                VITTI
                  It's just stress?

                                BEN
                  I doubt if there's anything
                  physically wrong with you.

                                 VITTI
                          (brightening, pointing
                           a finger at Ben)
                  You.   You. You're very good.

                                BEN
                  There's a lot more to it --

                                                       (CONTINUED)

                                                               43.

29   CONTINUED:    (6)                                               29

                                VITTI
                  No, you're right. You're right on
                  the money. I can feel the juices
                  rushing back to my manhood as we
                  speak.

                                BEN
                  Well, I didn't need to know that.

                                VITTI
                  This settles it. You're my
                  shrink.

                                BEN
                  I can't treat you, Mr. Vitti. I
                  don't think you're really ready to
                  open up and deal with --

                                VITTI
                  Listen to you. The honesty.
                  Nobody -- and I mean nobody --
                  talks to me like this. I'm ready.
                  Let's do it.

                                 BEN
                  You don't hear the word 'no' that
                  often, do you?

                                VITTI
                  I hear it all the time. Only it's
                  more like, 'No, no, please, no!'


                                BEN
                         (relenting)
                  All right. I'm here for two more
                  days. When we get back to New
                  York, I'll treat you exclusively
                  for two weeks. I just need to
                  figure out what to tell my other
                  patients.

                                VITTI
                  You want me to clear your schedule
                  for you?

                                BEN
                  No thanks, I'll handle it.   Now
                  can I go?

     Vitti throws his arms around him and kisses him on both
     cheeks. A look of concern crosses Ben's face.

                                                       (CONTINUED)

      ANALYZE THIS - Rev. 7/21/98                               44.

29    CONTINUED:    (7)                                               29

                                 VITTI
                   Thank you.

                                                      CUT TO:


29A   INT. BEN'S MIAMI HOTEL ROOM - NIGHT                             29A

      Ben enters.    Laura is sitting up in bed, pissed off.

                                 LAURA
                   What is wrong with you? I woke
                   up, you were gone, no note or
                   anything. I've been going out of
                   my mind, Ben. I walked all over
                   the hotel looking for you. I
                   almost called the police!

                                 BEN
                   Okay, listen. I'm going to tell
                   you the truth. I had a serious
                   patient emergency.

                                 LAURA
                   You have patients in Florida?

                                 BEN
                   Just one. He followed me here
                   from New York. I had to go.

                                 LAURA
                   Who is this patient?

                                                      (CONTINUED)

                                                                45.

29A   CONTINUED:                                                      29A

                                 BEN
                   Paul Vitti!
                          (a beat)
                   Paul Vitti.

      A long beat.

                                 LAURA
                          (worried)
                   Oh, Ben.

                                   BEN
                   I know.    But don't worry. It's
                   not like   he's a real patient.
                   He's got   this idea in his head
                   that I'm   helping him. It's crazy.

                                 LAURA
                   You're not going to treat him.

                                   BEN
                   No.

                                 LAURA
                   Tell me you're not.

                                   BEN
                   I'm not!

                                 LAURA
                   That would be too scary. You
                   don't want a person like that in
                   your life, believe me. I've
                   covered the mob down here. I've
                   seen what they can do.

                                 BEN
                   Listen, it's been taken care of.
                   I told him I couldn't see him
                   again. He understood and it's
                   over.

                                   LAURA
                   You sure?

      Ben nods.

                                 LAURA
                          (tearing up)
                   I was so worried.

      He hugs her and holds her tightly, feeling like a jerk
      for lying to her.

                                                      CUT TO:

                                                             46.

30   INT. SEWING ROOM (NEW YORK) - NEXT MORNING                    30

     Immigrant garment workers cut and sew fabric.


31   INT. OFFICE - CONTINUOUS ACTION                               31

     This is Sindone headquarters. A few of his trusted guys
     are in attendance: HANDSOME JACK, POTATOES, and MOONY,
     his consigliere.

                             MOONY
               It doesn't figure. We take out
               Manetta, what does Vitti do?
               Nothing. Why doesn't he move?

     PRIMO SINDONE, a vain, pompous Mussolini, is standing on
     a stool in his underwear, being fitted for a suit by a
     nervous tailor.

                              SINDONE
               Fuck him.

                             MOONY
               I'm telling you, Primo, he's
               planning something big. The shit
               is really gonna come down.

                             SINDONE
               Then let it come down. Vitti's a
               tough guy but a lot of tough guys
               got fed to the crabs off Red Hook
               over the years.
                      (looking down at
                       the tailor)
               You been down there a long time.
               Are you measuring my inseam or
               contemplating a lifestyle change?

     Sindone nods for the tailor to get out.

                              MOONY
               Primo?   What about Vitti?

                             SINDONE
               Vitti. Vitti. The whole time we
               were growing up, he was the smart
               guy; I was the dope. My father
               was a nickel-and-dime shitheel;
               his father had it all. Vito
               Genovese blew it at Apalachin
               because he forgot to kill Gambino
               before the meeting.
                             (MORE)

                                                     (CONTINUED)

                                                                 47.

31    CONTINUED:                                                        31

                                 SINDONE (CONT'D)
                   I won't make the same mistake. I
                   want Paul Vitti dead -- now. You
                   two astronauts think you can handle
                   that?

      Handsome Jack and Potatoes nod their agreement.

                                 HANDSOME JACK
                   You got it, Primo.

                                                         DISSOLVE TO:


32    MAN WITH FISH HANGING FROM HIS MOUTH                              32

      A killer whale leaps up and takes it from between his
      teeth.


      EXT. MIAMI SEAQUARIUM - CONTINUOUS ACTION

      The audience in the stands applaud as the killer whale
      splashes back into the water.


32A   LAURA AND MICHAEL                                                 32A

      are clapping.    Ben is clearly bored.


                                 LAURA
                          (to Ben)
                   Come on. Get into it.

                                 BEN
                   I don't understand. They jump
                   out of the water, they splash,
                   they eat fish. It's not a real
                   stretch for a whale. If they
                   did a number from West Side
                   Story, then I'd be into it.

                                 LAURA
                   Just stop.
                          (to Michael)
                   We're having fun, right?

                                 MICHAEL
                   Well, to be real honest. I'm
                   not having as much fun as it
                   looks like I am. I'm pretending,
                   you know, because we have to
                   bond and everything.

                                                         (CONTINUED)

                                                                  48.

32A   CONTINUED:                                                        32A

      Laura looks at Ben.

                                 BEN
                          (to Laura)
                   You've got to admire the openness.

                                 MICHAEL
                          (a tad too excited)
                   Here comes the whale again!


32B   TANK                                                              32B

      The whale leaps high in the air and crashes back down,
      sending a wall of water flying into the first few rows.


      JELLY AND JIMMY

      walking by the tank, get soaked by the huge wave.

                                 JIMMY
                   Fuck me!


      STANDS

      Ben looks and sees Jelly beckoning him.

                                  BEN
                          (to Laura and
                            Michael)
                   I'm hungry. Yeah, I'm going to
                   get a hot dog. Who wants a
                   hot dog?

                                 MICHAEL
                          (rising)
                   I'll go with you.

                                 BEN
                   No, I'll go. You're pretending
                   to have a good time. I don't
                   want to spoil that. Be right
                   back.

                                                        CUT TO:


33    EXT. VOMITORIUM - MOMENTS LATER                                   33

      Ben confronts Jelly and Jimmy, who are soaked to the skin.

                                                        (CONTINUED)

                                                                 49.

33   CONTINUED:                                                        33

                                  BEN
                  What is this?    Are you guys
                  following me?

                                 JIMMY
                  Fuckin' fifteen-hundred dollar
                  suit. You think the whales piss
                  in that water?

                                JELLY
                  No, I think they use the men's
                  room next door at the Burger King.
                         (to Ben)
                  Mr. Vitti wants to see you.

                                BEN
                  Is this a joke?

                                JELLY
                  You're an employee of Mr. Vitti's.
                  That means you're on call twenty-
                  four hours a day just like the
                  rest of us.

                                BEN
                  No, he and I discussed this. I
                  told him I'd see him when I got
                  got back to New York.

                                JELLY
                  Don't be a skavootz. It is what
                  it is. If he needs you sooner,
                  you go.

                                BEN
                  No, I'm not going, and if you
                  bother me again I won't treat him
                  at all. Understand? That's it.
                  End of story.

                                                       CUT TO:


34   AQUARIUM VIEWING WINDOW                                           34

     Ben plunges into the tank in the middle of a school of
     sharks. He screams silently underwater and swims
     desperately for the top.

     A couple of families watching THROUGH the viewing window
     laugh and applaud as if it's part of the show.

                                                       CUT TO:

                                                              50.

35   SANDCASTLE                                                     35

     An alligator loafer steps down on it. We TILT UP TO a
     SEVEN-YEAR-OLD BOY with a shovel and pail.

                                  BOY
                  Asshole.

     After a beat, a ten dollar bill falls where the
     sandcastle was. The Boy's face instantly brightens.

                                BOY
                  Thanks, mister.


     EXT. BEACH - DAY

     The alligator loafer belongs to Jelly. He's walking with
     Jimmy and other bodyguards who form a loose protective
     perimeter around Ben and Vitti as they walk along the
     shore. All the guys are wearing loud Jersey beach
     outfits.

                                BEN
                  They threw me in the shark tank,
                  Paul. The shark tank!

                                VITTI
                  They were trying to make a point.

                                BEN
                  What, that you're a scary guy?
                  I get it.

                                VITTI
                  You're in a mood, you know that?

                                BEN
                  Yeah, I get that way when a shark
                  tries to chew on my ass.

                                  VITTI
                  Okay.   Okay.   Calm down.

                                 BEN
                  I don't want to calm down. My
                  girl friend saw me all wet?
                  I told her I fell into a tank
                  with the manatees. I lied to
                  her last night, now this. I
                  don't like it.

                                 VITTI
                  Manatees.   That's a funny word.
                  Manatees.

                                                      (CONTINUED)

                                                              51.

35   CONTINUED:                                                     35

                                BEN
                  I'm glad you're entertained.
                  What's the problem?

                                VITTI
                  Oh, I can tell you really care.

                                 BEN
                  Okay.   What's going on?

                                VITTI
                  I had an episode. Not an actual
                  panic attack, but I started
                  panicking a little thinking I
                  might have one. Does that seem
                  weird to you?

                                BEN
                  I'm redefining 'weird' on an
                  hourly basis. What were you
                  thinking about when you started
                  feeling anxious?

                                VITTI
                  I don't know. The usual bullshit.
                  Family problems.

                                BEN
                  Which family?
                         (referring to
                          bodyguards)
                  This one?

                                VITTI
                  No, regular family.

                                 BEN
                         (stops)
                  I want you to draw a picture of a
                  house. In the sand.

                                VITTI
                  What kind of house? A warehouse?
                  A whorehouse? My house? What
                  house?

                                 BEN
                  A house.

                                 VITTI
                  Why?

                                BEN
                  I'll tell you after you do it.

                                                      (CONTINUED)

                                                               52.

35   CONTINUED:    (2)                                               35

     Vitti bends over and starts drawing in the sand.

                                VITTI
                  This is good. I come to Florida
                  and draw pictures in the sand like
                  a jerkoff.


36   BENCH                                                           36

     TINO, a local Miami hitman, is covertly watching Ben and
     Vitti on the beach. He talks into a cell phone.

                                TINO
                  I don't know what they're doing.
                  He's talking to some guy. Looks
                  like Vitti is drawing something in
                  the sand... What's he drawing?
                  What am I, Superman? I'm a
                  hundred yards away -- I can't see
                  shit... No way, he's got that fat
                  Jelly with him and his partner,
                  Jimmy Boots. We could take him
                  out with a rifle and a scope, but
                  I don't have any of that shit with
                  me. My scope's in the shop...
                  Nah, it's a warranty item... Hey,
                  don't sweat it. You told me to
                  take care of him, I'll take care
                  of him... Okay, I'll call you
                  back.


37   BACK ON BEACH                                                   37

     Vitti finishes drawing.

                                 VITTI
                  There.   You happy?

                                BEN
                  Where are the people?

                                 VITTI
                  What people?   You told me to draw
                  a house.

                                BEN
                  I know. But usually when people
                  draw a house they draw people.
                  Where are the people who live in
                  your house?

                                                       (CONTINUED)

                                                               53.

37   CONTINUED:                                                      37

                                VITTI
                  Well, you see, they'd come out and
                  say hello, but the whole family's
                  in the Witness Protection Program.
                  It's very sad. What the fuck you
                  want from me?

     They start walking.

                                BEN
                  Okay, forget the house. I'm going
                  to say some words, and you say
                  the first thing that comes into
                  your mind.

                                VITTI
                  Good, more games. Shoot.

                                   BEN
                  Home --

                                   VITTI
                  -- plate.

                                   BEN
                  Mother --

                                   VITTI
                  -- fucker.

                                   BEN
                  Father --

                                VITTI
                  -- forgive me for I have sinned.

                                   BEN
                  Wife?

                                   VITTI
                            (clears his throat)
                  Love.

                                   BEN
                  Son?

     Vitti looks out to sea.

                                   BEN
                  Son?

     Ben can't see his face, but Vitti's eyes are full of
     tears. He wipes his eyes.

                                                       (CONTINUED)

                                                                54.

37   CONTINUED:    (2)                                                37

                                VITTI
                  See this? Again with the crying.
                  Let's get out of here. We're
                  being watched. Don't look.
                  There's Feds on the roof of
                  the hotel.

                                BEN
                  How do you know that?

                                VITTI
                  I'm a criminal. It's my job.

                                                      CUT TO:


38   EXT. HOTEL ROOF - DAY                                            38

     FBI AGENTS STEADMAN, RICCI, and PROVANO CLICK away with
     long-lens CAMERAS as they watch from the rooftop.

                                AGENT RICCI
                  Who's the new face?

                                AGENT STEADMAN
                  I don't know. Get somebody down
                  there to see what he drew in the
                  sand.


                         AGENT PROVANO
                  Whoever this guy is, he must be
                  important to the family.

                                AGENT STEADMAN
                  Maybe he's Vitti's new
                  consigliere. Put his picture
                  on the wire and see what you
                  come up with.

                                                     CUT TO:


39   INT. VITTI'S SUITE - DAY                                         39

     Vitti, Ben and Jelly enter the suite. MARIE, Vitti's
     wife, and their children, THERESA, 14, ANNA, 10, and
     ANTHONY, seven, are there. Vitti greets them warmly,
     suddenly a different man.

                                VITTI
                  Look at this, the whole crew.
                         (kissing Marie)
                  You all right? Good flight?

                                                      (CONTINUED)

                                                               55.

39   CONTINUED:                                                      39

                                MARIE
                  Yeah, we're fine. We're on our
                  way to the pool. Kids, get your
                  stuff. We'll get out of your way.

                                VITTI
                  That's okay. Marie, this is a
                  friend of mine, Ben Sobol.
                         (as they AD LIB
                          greetings)
                  He's -- from the boat. A fishing
                  boat captain. Cuban refugee.

                                MARIE
                         (shaking his hand)
                  Nice to meet you, Senor Sobol.

     Ben looks to Vitti, then to Marie.

                                   BEN
                  Gracias.

                                VITTI
                  And this is Theresa and Anna --

                                   ANNA
                  Anne.

                                VITTI
                  -- Anna, and the big guy, Anthony.

     Anthony gives Ben a manly handshake.

                                   ANTHONY
                  How you doin'?

                                BEN
                  Nice to meet you.

                                VITTI
                         (noticing Theresa's
                          bikini)
                  Jesus, Theresa, you are not
                  wearing that suit to the pool.

                                THERESA
                  What do you want me to wear, a
                  one-piece?

                                VITTI
                  I want you to wear one of those
                  Arab bathrobes with a veil over
                  your face, is what I want.

                                                       (CONTINUED)

                                                                 56.

39   CONTINUED:    (2)                                                 39

                                  THERESA
                  Mom!

                                MARIE
                  Don't worry about it, Paul.    We'll
                  be back in time for dinner.

                                  VITTI
                  Okay, babe.    Hey, Anthony.   Guess
                  what I got?

                                  ANTHONY
                  What?

                                VITTI
                         (holds up some
                          tickets)
                  Marlins and the Braves -- right
                  behind home plate, tonight.

                                  ANTHONY
                  You and me?

                                VITTI
                  Of course, you and me.
                         (hugs him)
                  Have fun at the pool. Stay out
                  of the deep end. And don't swim
                  for a couple hours after you eat.

                                  ANTHONY
                  Okay, Papa.

     He kisses his father and exits with the others.

                                VITTI
                         (to Jelly)
                  Send Jimmy down with them.

                                  JELLY
                  Already done.

     Jelly exits.

                                  BEN
                  Nice family.    Cuban fishing boat
                  captain?

                                VITTI
                  I can't tell Marie you're a
                  shrink. She'd worry, you know.

                                                         (CONTINUED)

                                                              57.

39   CONTINUED:    (3)                                              39

                                BEN
                  About this? I think she'd be
                  more worried about your career
                  choice.

                                VITTI
                  Just keep going with the therapy.

     He crosses to the bar, pours himself a drink, and lights
     a cigarette.

                                BEN
                  You know, normally a patient
                  wouldn't smoke or drink during a
                  session.

                                VITTI
                         (blowing smoke)
                  That's an interesting fact I'll
                  have to remember if I'm ever on
                  'Jeopardy.'

                                BEN
                  So tell me about your father.

                                VITTI
                  My father. He was a big man in
                  the neighborhood -- very well
                  respected. Everybody loved him,
                  God rest his soul.

                                BEN
                  He passed away?

                                VITTI
                  No, I just like saying 'God rest
                  his soul.' Yeah, he passed away.
                  He died when I was about twelve.

                                  BEN
                  How?

                                  VITTI
                  Heart attack.    Sudden thing.

                                BEN
                  Were you and your father close?

                                VITTI
                  Close? Yeah, you know, pretty
                  close. I guess we weren't getting
                  along that great right then.

                                                      (CONTINUED)

                                                               58.

39   CONTINUED:    (4)                                               39

                                   BEN
                  Why was that?

                                  VITTI
                  I was hangin'   out in the
                  neighborhood.    I had a borghata
                  -- like a kid   gang -- hooligan
                  shit, nothin'   big. But my
                  father didn't   like it.

                                BEN
                  You fought about it?

                                VITTI
                  He slapped the shit out of me.

                                   BEN
                  And then?

                                VITTI
                  And then that night he died.

                                BEN
                  How did that feel?

                                VITTI
                  It felt great! How did it feel?
                         (shrugs)
                  I don't know.

                                BEN
                  Well, think about it. Were you
                  angry, were you afraid? Sad?

                                   VITTI
                  Yeah, I guess.

                                BEN
                  Any feelings of guilt?

                                 VITTI
                  About what?   I didn't kill him.

                                BEN
                  I'm just speculating, but maybe in
                  some way you wanted him to die.

                                VITTI
                  Why would I want my father to die?

                                                       (CONTINUED)

      ANALYZE THIS - Rev. 7/24/98                                  59.

39    CONTINUED:    (5)                                                  39

                                 BEN
                   Well, you said you were fighting.
                   You were rebelling against his
                   authority. There may have been
                   some unresolved Oedipal conflict.

                                   VITTI
                   English.

                                 BEN
                   Oedipus was a Greek king who
                   killed his father and married his
                   mother.

                                 VITTI
                   Fuckin' Greeks.

                                   BEN
                   It's an   instinctual developmental
                   drive.    The young boy wants to
                   replace   his father so he can
                   totally   possess his mother.

                                 VITTI
                   Are you saying I wanted to fuck my
                   mother?

                                 BEN
                   It's a primal fantasy --

                                 VITTI
                   Have you seen my mother? That is
                   the sickest fucking thing I've
                   ever heard.

                                   BEN
                   It's Freud.

                                 VITTI
                   Well, then Freud's a sick fuck,
                   and you are too for bringing it
                   up.

                                                         CUT TO:


39A   OMITTED                                                            39A
and                                                                      and
40                                                                       40

      ANALYZE THIS - Rev. 7/24/98                           60/61.

40A   INT. OCEAN VIEW RESTAURANT - NIGHT                           40A

      Laura's family, the MacNamaras, and a few close friends
      have gathered for the rehearsal dinner. There are three
      tables in a roped-off section of the restaurant with large
      floral centerpieces, a small bar in the corner. The
      MacNamaras, SCOTT and BELINDA, are standing with Laura,
      Ben, Michael and a couple of other relatives.

                              BELINDA
                Well, isn't this wonderful, all
                of us finally getting to spend
                some time together.

                                                    (CONTINUED)

      ANALYZE THIS - Rev. 7/22/98                              62.

40A   CONTINUED:                                                     40A

                                 SCOTT
                   All set for the big day, Ben?

                                 BEN
                   Can't wait, Scott.    Can I call
                   you 'Scott?'

                                 SCOTT
                   My friends call me 'Captain.'

                                 BEN
                   Captain.

                                 BELINDA
                   Well, if tomorrow goes as
                   well as the rehearsal, I'd say
                   it's going to be a beautiful
                   wedding.

                                 BEN
                   Yes, thanks for going to all this
                   trouble, and I have to thank you
                   and the Captain for something
                   else.

                                 SCOTT
                   For what?

                                 BEN
                          (pointing to Laura)
                   For this.

      Everyone "ahhs" as Ben gives Laura a peck on the cheek.
      Michael makes a face.

                                 LAURA
                          (to Ben)
                   Would you like a drink, because
                   I'm definitely having eight or
                   nine.

                                 BELINDA
                          (disapproving)
                   Shall we go to the table?

      As the woman go to their seats, Scott holds Ben back for a
      private moment.


                          SCOTT
                   Ben, there's a lot I'd like to
                   say to you, but I'm going to
                   skip the big father-in-law
                   speech because I know you've
                   been married before.

                                                       (CONTINUED)

      ANALYZE THIS - Rev. 7/22/98                                63.

40A   CONTINUED:    (2)                                                40A

                                 BEN
                   Technically, it wasn't considered a
                   marriage. It was like the Korean
                   War -- more of a police action.

                                 SCOTT
                   I served in Korea, son. I don't
                   think you'd be laughing if you'd
                   seen some of the things I saw.

                                   BEN
                   You're right.    Sorry.

                                   VITTI (O.S.)
                   Senor Sobol!

      Everyone turns to see Paul and Marie Vitti coming into
      the room, followed by their kids and a knot of bodyguards.
      Ben's face falls. He rushes over to intercept them.

                                 BEN
                          (sputtering)
                   Mr. Vitti! How are you? Mrs.
                   Vitti! Honey, it's the Vittis!

      Laura glares at Ben.

                                 VITTI
                          (charming)
                   Look at everybody. Everybody's
                   smiling, everybody's happy. Nice.
                   This is Marie, my girls, my boy,
                   then all these guys.

                                 BEN
                   Mr. and Mrs. Vitti, this is Laura,
                   my fiancee.

                                 VITTI
                   Nice to meet you.

                                 LAURA
                          (stunned)
                   Thank you very much.

      A tense moment.     Ben presses on.

                                 BEN
                   And this is my son Michael.

                                                         (CONTINUED)

      ANALYZE THIS - Rev. 7/22/98                               64.

40A   CONTINUED:    (3)                                               40A

                                 VITTI
                   Whoa.  He's a bruiser.
                          (to Ben)
                   You're sure this is your kid?
                   You're a pound and a half soaking
                   wet. I've had lobsters bigger
                   than you.
                          (to Michael)
                   You ever want a job, you come talk
                   to me, right?

                                   MICHAEL
                   Seriously?

                                   BEN
                   Michael!

                                 SCOTT
                   You're Paul Vitti. The mobster.

                                 BEN
                   Mr. MacNamara -- uh --

                                 VITTI
                   Excuse me. Is that polite? Is
                   it? I'm trying to be nice here.
                   Do I walk up to you and go,
                   'You're whoever you are. The
                   prick'?

                                   MARIE
                   Paul!

                                 BEN
                   Mr. Vitti, this is Laura's father.

                                 VITTI
                   Yeah? Okay, well, sorry. But
                   you should know, there is no mob,
                   and, P.S., I personally have
                   never been convicted of a crime.
                          (to Jelly)
                   We're nine for nine, right?

                                   JELLY
                   That's right.

      Vitti takes an envelope from his jacket pocket and
      presses it into Laura's hand.

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/22/98                                 65.

40A   CONTINUED:    (4)                                                 40A

                                 VITTI
                          (quietly)
                   I heard about the wedding. Here
                   you go. A little something for
                   the bride and groom. God bless.
                   You should live and be well.

                                 LAURA
                   Mr. Vitti, we can't accept this.

                                 VITTI
                   Yeah, you can. Now, if you don't
                   mind, I just need to borrow this
                   guy for a couple of minutes, then
                   that's it. I'm out of here.
                   Okay?

                                LAURA
                   Okay. Then you leave us alone,
                   right?

                                 VITTI
                   Of course. I wouldn't do anything
                   to screw up your wedding.
                          (to Ben)
                   I gotta talk to you. Come on.
                          (to group)
                   Have a great night, everybody.
                   Nice to meet you.

      Vitti starts for the door.

                                 BEN
                          (to Laura)
                   I've just got to talk to him for a
                   sec. You okay?

                                 LAURA
                   I've never been less okay.

                                 BEN
                   Great.

      Ben is yanked away by Jimmy.     Marie stands with Laura.

                                 MARIE
                   I bet you eat a lot of fish since
                   your fiance's in the business.

      Laura stares.

                                                        CUT TO:

      ANALYZE THIS - Rev. 7/22/98                            66.

40B   EXT. TERRACE - FEW MINUTES LATER                             40B

      Vitti, Ben and Jelly step out.

                              VITTI
                       (to Jelly)
                Watch that door. And don't listen
                to what we say.

                              JELLY
                My ears are sealed.

                              VITTI
                       (to Ben)
                Okay, listen. I had a really
                weird dream last night.

                              BEN
                I feel like I'm having one right
                now. How could you interrupt
                our party?

                              VITTI
                You know, you're very rigid about
                certain things.

                              BEN
                Just tell me the dream.

                              VITTI
                Okay. I'm asleep. I hear a baby
                crying. I go to the refrigerator,
                I get a bottle of milk, I take it
                to the baby, but when I go to give
                it to him, I see that the milk is
                black.

                              JELLY
                That's fuckin' weird.

                              VITTI
                Okay, get out of here!

                              JELLY
                Sorry.

      Jelly exits.

                               VITTI
                        (to Ben)
                What's it mean? And I don't want
                to hear any more filth about my
                mother.

                                                     (CONTINUED)

      ANALYZE THIS - Rev. 7/22/98                               66A.

40B   CONTINUED:                                                       40B

                                 BEN
                   I don't know what it means.   What
                   does it mean to you?

                                 VITTI
                   This is what I'm paying you for? I
                   say something, you say it right
                   back to me? I could get Jelly to
                   do this for nothing.

                                 BEN
                   Then get Jelly.

      Ben starts to walk off the patio and comes face to face
      with Laura's father, Scott.

                                    BEN
                   Mr. MacNamara.

      Ben exits. Scott MacNamara stares suspiciously at Vitti,
      wondering about his connection to Ben.

                                                        (CONTINUED)

      ANALYZE THIS - Rev. 7/13/98                                  67.

40B   CONTINUED:    (2)                                                  40B

                                 VITTI
                          (to Scott)
                   Why don't you look over that way
                   before I have to bust your fuckin'
                   head open?

      Scott looks away, terrified, as Vitti exits past him.

                                                         CUT TO:


40C   OMITTED                                                            40C
&                                                                        &
40D                                                                      40D


40E   EXT. HOTEL COURTYARD - DAY                                         40E

      The sun shines brightly on the wedding day.       Guests are
      assembling for the ceremony.

                                                         CUT TO:


41    INT. HOTEL ENTRANCE - MOMENTS LATER                                41

      Tino, the hitman, arrives and saunters into the hotel.

                                                         CUT TO:


42    INT. AREA OUTSIDE HOTEL ROOM - MOMENTS LATER                       42

      Jelly walks up to one of the bodyguards.

                                 JELLY
                   I'm gonna get something to eat.
                   You want like a sandwich or
                   somethin'?

                                  BODYGUARD
                   Yeah. What kinda sandwich isn't
                   too fattening?

                                 JELLY
                   A half a sandwich.

                                  BODYGUARD
                   Sounds good.

                                 JELLY
                   I'll be back in about twenty
                   minutes.

      The elevator arrives, Jelly gets in and the doors close
      behind him.

      ANALYZE THIS - Rev. 7/13/98                              68/69.

43    ANOTHER ELEVATOR                                             43

      The doors open and the Bodyguard turns to look. TWO
      SHOTS from a PISTOL with a SILENCER strike him in the
      chest and he falls to the floor dead. Tino steps out and
      drags the body to the stairwell.


44    OMITTED                                                      44


44A   EXT. HOTEL COURTYARD - LATER                                 44A

      The guests are seated, Ben and Michael stand with the
      justice of the peace as Scott walks Laura down the aisle.
      The harpist is playing and all's right with the world.
      Scott shakes Ben's hand.

                              SCOTT
                       (quietly, to Ben)
                Nod your head and smile. Now, you
                listen to me, goombah. I know what
                your game is, and you'd better
                call it quits, because if you and
                your paisans do anything to hurt
                my little girl, I'll kill you.
                Understand? Nod and smile.

      Scott crosses away.

                               LAURA
                       (sotto)
                What was that about?

                              BEN
                Nothing. Your father thinks I'm
                in the Mafia.

                              LAURA
                Oh.

                              BEN
                Let's get married.

                                                     CUT TO:


45    INT. VITTI'S HOTEL SUITE - SAME TIME                         45

      Using a stolen pass key, Tino quietly opens the door and
      enters. He steps into the living room and hears WATER
      RUNNING in the bathroom. He stealthily approaches the
      bathroom door and draws his pistol with a silencer on it
      from under his jacket.

                                                               70.

46    INT. BATHROOM - SAME TIME                                      46

      Vitti stares at his reflection in the mirror, then starts
      washing his face. In the mirror we can see the door
      starting to open behind him, and the long barrel of
      Tino's pistol through the crack. Vitti blindly gropes
      for a towel and starts drying his face.


47    INT. VITTI'S BEDROOM - SAME TIME                               47

      Tino is about to shoot when Jelly comes up behind him,
      throws one strong arm around his neck in a powerful
      choke-hold, and grabs Tino's gun-hand with his free hand.

      Vitti hears the sounds of a scuffle, steps out of the
      bathroom, and sees Jelly struggling with Tino.

      Tino gets off a couple of wild SHOTS, but Jelly finally
      shakes the GUN loose from Tino's hand.

      Vitti picks up the gun and puts it to Tino's head. Tino
      shuts his eyes and turns away, expecting the shot, but
      then Vitti's hand starts to shake and he breaks into a
      cold sweat.

      Tino opens his eyes, sees Vitti frozen, and starts
      fighting with renewed strength. Jelly hangs on, looks at
      Vitti with concern, then wrestles Tino out onto the
      balcony.

                                                     CUT TO:


47A   EXT. HOTEL COURTYARD - DAY                                     47A

      The ceremony is in progress.

                              JUSTICE
                If any man here knows why these
                two people should not be joined in
                holy matrimony, let him speak now
                or forever hold his peace.

      A beat, then a SCREAM is heard from above, then Tino
      crashes into a buffet table in the b.g. Wedding guests
      react in horror.

                                                  CUT TO:


48    OMITTED                                                        48
&                                                                    &
49                                                                   49

     ANALYZE THIS - Rev. 7/20/98                            71.

50   INT. VITTI'S SUITE - LATER                                   50

     Jimmy and Jelly are hastily throwing clothes into
     suitcases. Vitti comes out of the bedroom hurriedly
     buttoning up his shirt.

                             VITTI
                      (urgently, to Jelly)
               Tell Mikey to take Marie and the
               kids right to the airport.
                      (to Jimmy)
               You get the car, bring it around
               to the back and wait for me.

     Ben bursts into the room.

                              BEN
               That's it.   I've had it with you!

                                VITTI
               What happened?

                             BEN
               What happened? I just saw a man
               fall seven stories into a platter
               of poached salmon! That's what
               happened.

                             VITTI
               Did he break anything?

                             BEN
               Yes. Everything! They're still
               picking the capers out of his
               forehead.

                             VITTI
               Hey, people get depressed, they
               jump. It's a human tragedy,
               but it's not my fault.

                             BEN
               You're telling me it was suicide?

                             VITTI
                      (to Jelly)
               I think he left a note. Jelly,
               did they find that note?

                             JELLY
               No, but they will in a minute.

                             BEN
               Oh, yeah, here it is.
                             (MORE)

                                                    (CONTINUED)

     ANALYZE THIS - Rev. 7/20/98                                72.

50   CONTINUED:                                                       50

                                BEN (CONT'D)
                         (picks up a
                          slip of paper,
                          pretends to read)
                  'Life is bullshit. I can't
                  fuckin' take it no more. Tino.'

                                VITTI
                  Enough talking. We got to get
                  out of here. The place is
                  crawling with feds. I'm going
                  back to New York and I suggest
                  you do the same. They're
                  probably onto you too now.

                                 BEN
                  Onto me? What are you talking
                  about? Being an accessory to
                  murder was not part of our
                  understanding.

                                VITTI
                  Hey, why you busting my balls? I
                  didn't kill him. I can't speak
                  for everyone in the room, but --
                         (he looks
                          at Jelly)
                  The son-of-a-bitch came after me!
                  It was self-defense. Trust me,
                  Doc. In this one, we're the
                  good guys.

     Suddenly Laura bursts into the room, still in her wedding
     dress, but disheveled.

                                BEN
                  Laura!

                                 LAURA
                         (distraught, to
                          Vitti)
                  How could you do that?

                                VITTI
                  Great.  Another country heard from.
                         (sotto voice
                          to Ben)
                  Get her outta here.

                                BEN
                  Honey, why don't you wait
                  downstairs?

                                                        (CONTINUED)

     ANALYZE THIS - Rev. 7/20/98                                  73.

50   CONTINUED:    (2)                                                  50

                                LAURA
                  Why, they're going to throw me
                  off the balcony, too?
                         (to Vitti)
                  I am thirty -- over thirty years
                  old and all my life I have dreamed
                  of walking down the aisle in a
                  beautiful white dress and
                  marrying the man I love.

                                VITTI
                  That's a beautiful dress.

                                LAURA
                  Thank you, but it's not about the
                  dress! We were supposed to get
                  married!

                                  VITTI
                  You're upset.

                                LAURA
                  Of course I'm upset!
                         (to Ben)
                  I'm going downstairs to pack, then
                  I'm going to New York and I'm
                  getting married with you or
                  without you. Okay?

                                BEN
                  I'll be right there.
                         (walks her
                          to the door)
                  Everything's going to be all
                  right. I promise.

     He kisses her and closes the door behind her.

                                BEN
                  Are you happy now?      You ruined my
                  life!

                                VITTI
                  What, you think I wanted this?
                  I'm the victim here! I swear,
                  I'm going to kill that
                  son-of-a-bitch!

                                BEN
                  Is that all you know? Do you
                  hear yourself? I knew this
                  would happen.
                                (MORE)

                                                          (CONTINUED)

     ANALYZE THIS - Rev. 7/20/98                                 74.

50   CONTINUED:    (3)                                                 50

                                BEN (CONT'D)
                  This whole thing has been one
                  big disaster from the minute
                  you walked into my office.
                  We're finished! You hear me?
                  I am no longer your doctor!

                                VITTI
                  Just 'cause of this?

                                BEN
                  Of course because of this! You
                  don't have even the tiniest shred
                  of human decency. All you know
                  is threats and violence and
                  that's all you'll ever know and
                  I can't be around that!

     Vitti stares at Ben for a long beat.

                                VITTI
                  What do you want me to do?


                                                       CUT TO:


51   INT. SINDONE'S OFFICE - CONTINUOUS ACTION                         51

     Sindone is watching "America's Most Wanted," rooting for
     the criminals. Moony comes to him looking concerned.

                                SINDONE
                  How come I can't get on this show?
                  This is a good show.

                                MOONY
                  Primo. You got a phone call.
                  It's Paul Vitti.

                                  SINDONE
                           (warily)
                  Vitti.
                           (picks up the phone)
                  Hello?

     INTERCUT Vitti and Sindone.

     Vitti is on the phone, struggling to contain his rage.
     Ben watches.

                                VITTI
                  Primo, it's Paul Vitti.

                                                       (CONTINUED)

     ANALYZE THIS - Rev. 7/20/98                               74A.

51   CONTINUED:                                                       51

                                SINDONE
                  Yeah, how's it goin'?

                                VITTI
                  Not good. Whoever killed Dominic
                  is shooting at me now and I'm
                  having a lot of feelings about it
                  and I'd like to get some kinda --

                                BEN
                  Closure.

                                VITTI
                  -- closure on this.

     Ben nods in encouragement.

                                SINDONE
                  What kind of feelings?

                                VITTI
                  I feel very angry, you know. Very,
                  uh, enraged. Mad. Real mad.

     Thumbs up from Ben.

                                SINDONE
                  So why you telling me?

                                VITTI
                  Why am I telling you? Like you
                  had nothing to do with it?

                                SINDONE
                  I don't know what you're talking
                  about.

                                VITTI
                  Okay, whatever, I just wanted to
                  tell you how I feel because I know
                  that anger is --

     He looks at Ben.

                                BEN
                  A blocked wish --

                                VITTI
                  -- a blocked wish, and I'm getting
                  my wish unblocked and I'm looking
                  forward to getting some
                  closure --
                                (MORE)

                                                       (CONTINUED)

       ANALYZE THIS - Rev. 7/20/98                                 74B.

51     CONTINUED:    (2)                                                  51

                                  VITTI (CONT'D)
                           (loses it)
                    -- and if you make one more move
                    on me I swear to God I'll cut
                    your fuckin' balls off and shove
                    'em up your ass!

                                  SINDONE
                    Vaffancul'!

       Vitti rips the phone cord out of the jack and smashes the
       phone against the wall. He stands there fuming. Sindone
       hangs up the phone on his end, worried.

                                  SINDONE
                    Get a dictionary and find out what
                    this 'closure' is. If that's what
                    he's hitting us with, I want to
                    know what the hell it is.

                                                         CUT TO:


51A    INT. VITTI'S SUITE - MOMENTS LATER                                 51A

       Vitti is still fuming.

                                  VITTI
                    Good?

                                  BEN
                    Yeah, right up until the shoving
                    the balls. You can't keep doing
                    this! You want to get physical?
                    Take a walk. Get a punching bag.
                    Hit a pillow.

       Vitti whips out a .9MM AUTOMATIC and EMPTIES the CLIP
       into a pillow on the couch.

                                  VITTI
                    There's your fucking pillow.

                                  BEN
                    Feel better now?

                                  VITTI
                    Yeah, I do.

                                                         CUT TO:


52     OMITTED                                                            52
thru                                                                      thru
57                                                                        57

     ANALYZE THIS - Rev. 7/20/98                           74C.

58   LARGE ITALIANATE FOUNTAIN                                    58

     Cheeky marble cherubs bathe in the soaring jets and
     bubbling pools of a large rococo fountain.

                                                   PULL BACK TO:

                                                   (CONTINUED)

                                                               75.

58   CONTINUED:                                                      58

     EXT. BEN'S DRIVEWAY - DAY

     Ben, Laura and Michael are staring up at the elaborate
     fountain that now fills the back yard.

                                BEN
                  Call the Vatican. Ask them if
                  anything's missing.

                                MICHAEL
                  So cool!

                                JANET
                  Michael, get your bags out of the
                  car, please.

                                MICHAEL
                  It's almost as tall as the house!

     Michael crosses away.    Laura glares at Ben.

                                BEN
                         (reads the card)
                  He felt bad. It's a wedding gift.

                                LAURA
                  Well, we're not married, so I
                  guess we'll have to send it back.

                                BEN
                  Hey, don't blame me. You didn't
                  want to finish the ceremony.

                                LAURA
                  What did you expect? You think
                  that's what I want to remember on
                  our anniversary? 'Gee, honey,
                  let's go look at the wedding
                  video. There's my parents,
                  there's your parents, and there's
                  the guy who plunged to his death.'

                                BEN
                  I just want to marry you.

                                LAURA
                  I'm starting to think that's not
                  going to happen.

                                BEN
                  Come on. Next Saturday. It's all
                  set. I even asked for a room with
                  a low ceiling, just to discourage
                  the jumpers.

                                                       (CONTINUED)

                                                               76.

58   CONTINUED:    (2)                                               58

                                LAURA
                  And who's going to be there?

                                BEN
                  Us three, a clergyman, and any
                  family members who've completed
                  their crisis counseling.

                                LAURA
                  And no guests without necks.
                  Everybody has to have a neck.

                                BEN
                  We'll do a neck check at the door.

     They kiss.

                                                    CUT TO:


59   INT. SOBOL FAMILY ROOM - MOMENTS LATER                          59

     The back door opens and Ben, Laura and Michael enter,
     struggling with the luggage.

     They freeze. Sitting in the family room are the three
     FBI agents: Steadman, Ricci and Provano.

                                AGENT STEADMAN
                         (showing his badge)
                  Doctor Sobol, Mrs. Sobol -- I'm
                  Agent Steadman, Agent Ricci, Agent
                  Provano, Federal Bureau of
                  Investigation, O.C.D.

                                BEN
                         (stunned)
                  Obsessive-compulsive disorder?

                                AGENT PROVANO
                  Organized Crime Division. We
                  need to talk.

     Laura recognizes Provano from the hotel and glares
     at him.

                                MICHAEL
                  The FBI! This is better than
                  the fountain!

                                BEN
                  Michael, go to your room.

                                                       (CONTINUED)

                                                                 77.

59   CONTINUED:                                                        59

                                  MICHAEL
                  But --

                                  BEN
                  Go!

                               MICHAEL
                  Fine. I can hear better in there
                  anyway.

     Michael exits. On the coffee table are dozens of pictures
     of Ben and Paul Vitti taken in Miami and just about
     everywhere else.

                                 BEN
                          (a beat)
                  So.   FBI.

                                AGENT STEADMAN
                  Can you explain these photographs,
                  Doctor Sobol?

                                BEN
                  I'm a psychotherapist.    Paul
                  Vitti is my patient.

                                LAURA
                  Was your patient.

                                  BEN
                  Right.   Was.   That's what I meant.

                                LAURA
                  But not like a real patient.

                                  BEN
                  Right.

                                PROVANO
                  So why did he send you that
                  fountain?

                                BEN
                  That was a gift to celebrate the
                  completion of his therapy. We
                  got our television from an
                  agoraphobic, so it's not that
                  unusual -- you know, maybe you
                  should discuss this with my
                  attorney.

                                LAURA
                  Yeah, maybe you should.

                                                         (CONTINUED)

                                                                78.

59   CONTINUED:    (2)                                                59

                                AGENT STEADMAN
                  Doctor Sobol, Paul Vitti is an
                  extremely dangerous man. We're
                  talking conspiracy, fraud,
                  extortion, racketeering,
                  grand theft, murder...

                                BEN
                  Well, yeah, but don't forget, the
                  man is a sociopath. You've got
                  to expect that kind of behavior --

     Ben looks out the window and does a double take.


60   BEN'S POV                                                        60

     Isaac and Dorothy are standing in the yard, gawking
     at the fountain.


61   BACK IN FAMILY ROOM                                              61

                                BEN
                  Excuse me, fellas. My folks are
                  here and I'd like to -- well, die
                  would be my first choice. Can I
                  go out?

                                AGENT RICCI
                  It's your house.

                                LAURA
                  Too bad you didn't remember that
                  when you were breaking in.

                                BEN
                         (as he goes)
                  Honey, maybe the federal agents
                  would like something to drink?
                  Could you see what we have?

                                LAURA
                         (firmly)
                  No.

                                 BEN
                         (to the Agents)
                  I tried, guys.

     Ben exits.

                                                      CUT TO:

                                                            79.

62   EXT. BACK YARD - CONTINUOUS ACTION                           62

     Ben rushes up to Isaac and Dorothy.

                              BEN
               Hi!   What a surprise.

     Ben kisses his mother as she stares at the fountain.

                             DOROTHY
               That certainly makes a statement.
               It's a little big for the yard,
               don't you think?

                             BEN
               What can I tell you, Mom? It
               looked much smaller in the store.

                             ISAAC
               Think it'll affect your water
               pressure?

                             BEN
               I think it'll affect the tides.
               What are you doing here?

                             DOROTHY
               Your father and I are just very
               concerned about what happened
               in Florida.

                             ISAAC
               How was your flight home? Anyone
               hang themselves in first class.

                             DOROTHY
               We got in last night, we couldn't
               sleep a wink. Is Laura inside?

                             BEN
               Yeah, but she and Michael are
               spending some time alone, you
               know, getting to know each other.
               That's important. I don't want
               to disturb that dynamic.

                             DOROTHY
                      (a beat)
               So you're not going to invite us
               in?

                              BEN
                       (a beat)
               No.

                                                   (CONTINUED)

                                                                80.

62   CONTINUED:                                                       62

                                DOROTHY
                         (insulted)
                  Well, I'm going to wait in the
                  car. There's too much spray.

     Dorothy crosses away.

                               ISAAC
                  All right. What's with you and
                  Paul Vitti?

                                BEN
                  Well, Dad, I'm not at liberty to
                  discuss that.

                                ISAAC
                  He's your patient? Are you
                  joking? Have you thought about
                  what this could do to your
                  reputation?

                                BEN
                  You, know, I always wanted to be
                  great, but then I realized that I
                  might have to settle for just being
                  good enough. Now I've got this guy
                  who's hurting and I'm thinking that
                  if I can help this guy, maybe I can
                  be a little bit great.

                                ISAAC
                  Jesus, Ben, you're the one who's
                  going to be hurting. I want you
                  to stop seeing him.

                                BEN
                  Didn't you read your own book?
                  Instead of trying to run my
                  life, why don't you just close
                  your eyes, take a deep breath, tell
                  me what you feel, tell me what
                  you want.

                                ISAAC
                         (uncomfortable)
                  This is bullshit.

                                  BEN
                  You wrote it.

                                                        (CONTINUED)

                                                                81.

62   CONTINUED:    (2)                                                62

                                ISAAC
                  Okay.
                         (with difficulty)
                  I love you -- and I'm afraid for
                  you -- I want you to be safe --
                  and I want you to have a good life.

                                BEN
                         (deeply touched)
                  Is that really it?

                                ISAAC
                  That's it.

     They embrace awkwardly.

                                BEN
                  You know why I became a shrink?
                  Because I grew up with a great
                  one walking around the house.

                                ISAAC
                  I thought you became a shrink
                  because you were sleeping with
                  your psychology professor at
                  Columbia.

                                BEN
                  Yes, and because of you.

                                                    CUT TO:


63   INT. FAMILY ROOM - MINUTES LATER                                 63

     Ben comes back to Laura and the Agents.

                                BEN
                  Okay, so you were saying?

                                AGENT STEADMAN
                  Let me cut to the chase. Sometime
                  in the next week or so, the heads
                  of every major crime family in the
                  United States are going to meet
                  together somewhere in the New York
                  area.

     Ben nods, finally understanding Vitti's two week deadline.

                                AGENT PROVANO
                  We think the stage is set for a
                  major bloodbath. Has he mentioned
                  anything about it to you?

                                                        (CONTINUED)

                                                              82.

63   CONTINUED:                                                     63

                                 LAURA
                  A bloodbath?

                                BEN
                  No. If he said anything about a
                  bloodbath, I probably would've
                  remembered it. Bloodbath is one
                  of those words that, you know,
                  stands out in a conversation.

                                AGENT STEADMAN
                         (gathering photos)
                  You could really help us out by
                  supplying information about that
                  meeting.

                                BEN
                  And if I don't?

                                AGENT STEADMAN
                  If you don't, I will personally
                  make your life a living hell. I
                  want you to think about that and
                  call me at this number when you
                  change your mind.

                                BEN
                  You mean if I change my mind.

                                 AGENT STEADMAN
                  I mean when.

                                 LAURA
                         (tough)
                  Okay. Guess what, fellas?
                  You don't scare me.

                                 BEN
                  Laura --

                                LAURA
                  Sit down!
                         (to the Agents)
                  There's going to be a bloodbath.
                  Oh, yeah. Only it's going to be
                  between you and me. You think you
                  can break into our home and
                  intimidate us? That ain't the
                  way it works here, boys. Whatever
                  he and Paul Vitti talked about is
                  privileged. He doesn't have to
                  tell you a thing.
                                (MORE)

                                                      (CONTINUED)

                                                                 83.

63   CONTINUED:    (2)                                                 63

                                LAURA (CONT'D)
                  Tarasoff vs. The University of
                  California. Look it up. Now, if
                  he's done something wrong, take
                  him downtown and book him.
                  Otherwise, I'll ask you very
                  kindly to get the hell out of
                  my house.

                                AGENT STEADMAN
                  We'll be in touch.

     The Agents exit.

                                BEN
                         (impressed)
                  Laura, that was really --

                                LAURA
                         (furious)
                  Oh, shut up!

     Laura storms out of the room in a fury. Ben stands,
     looking miserable, then we hear Michael's voice from
     the vent.

                                MICHAEL (V.O.)
                  You are in trouble.

                                                       CUT TO:


64   INT. OLD LION SOCIAL CLUB - DAY                                   64

     Vitti is conferring with Sal Masiello, his consigliere.

                                 MASIELLO
                  Paul, I don't mean this in a
                  disrespectful way. You know I was
                  a good friend to your father and I
                  will always be a good friend to
                  you. But the word is out that
                  you've been talking to a shrink.
                  Is that right?

     Vitti shoots Jelly a sharp look.      Jelly looks away.

                                VITTI
                  What's the point here?

                                                       (CONTINUED)

                                                                 84.

64   CONTINUED:                                                        64

                                MASIELLO
                  This concerns the whole family.
                  Right now, we're the only ones who
                  know about it, but if it gets out
                  on the street -- what then? Who
                  knows what you've been saying in
                  there?

                                VITTI
                  It's none of anybody's business
                  what I say in there.

                                MASIELLO
                  Paul, I beg to differ. If you're
                  doing this to establish some kind
                  of insanity defense later, that's
                  one thing. But everybody's gonna
                  think you're falling apart, and
                  that ain't good. They'll take it
                  as a sign of weakness, and that
                  makes us all vulnerable. Sindone
                  would take over everything.

                                VITTI
                  So what do you want me to do?

                                MASIELLO
                  It's time to end it.

                                VITTI
                  What do you mean, end it?

                                MASIELLO
                  Get rid of this shrink.   He knows
                  too much already.

                                VITTI
                  You want me to whack my doctor?

                                MASIELLO
                  If you don't do it, somebody else
                  will. It's the only way.

                                VITTI
                  No. Nobody touches him. You hear
                  me? Anybody lays a finger on him,
                  I'll kill 'em. Is that clear?

                                                       CUT TO:

                                                              85.

64A   FLASHBACK - EXT. STREET ON LOWER EAST SIDE - DAY              64A

      Vitti and Ben are walking down the street.   For some
      reason, Vitti is wearing a hat.

                              BEN
                I'm going to buy some fruit.
                You want anything?

                                VITTI
                No, go ahead.

      Ben crosses to a sidewalk fruit stand and starts picking
      out oranges. Vitti leans up against a car waiting for
      him to finish. SHOTS are FIRED. He runs toward the car.
      More SHOTS are FIRED. Ben is hit. Vitti pulls out his
      gun but he fumbles and drops it. The gunmen run off.
      Ben sinks to the pavement, mortally wounded. Vitti kneels
      next to him and sobs loudly. He puts his hand to his
      head, knocking off his hat.

                                VITTI
                Papa!   Papa!


64B   INT. BEN'S BEDROOM - NIGHT                                    64B

      Ben jerks upright in bed, knocked awake by the nightmare.

                                                   DISSOLVE TO:


65    HOLY WATER FONT                                               65

      Someone dips their fingers in.


      INT. CATHOLIC CHURCH - NEXT DAY

      It's Vitti. He goes down on one knee and genuflects in
      front of a big crucifix. Ben wiggles his finger in the
      holy water, just kind of curtsies and waves at Jesus on
      the cross.

                              VITTI
                You look lousy. You all right.

                              BEN
                Listen, Paul, please don't send me
                any more gifts.

                              VITTI
                You didn't like the fountain?

                                                     (CONTINUED)

                                                                86.

65   CONTINUED:                                                       65

                                BEN
                  That's not the point.   It's a
                  boundary issue.

                                 VITTI
                  Boundary issue? I say if more
                  people gave from the heart, we'd
                  all be better off. Let's see your
                  watch.
                         (as Ben shows his
                          wrist)
                  Piece of junk. You're getting a
                  Rolex.

                                BEN
                  Don't buy me a Rolex.

                                VITTI
                  Who said anything about buying it?

     They cross to the main aisle of the church.

                                BEN
                  Listen, I really need to talk
                  to you.

     Ben stops cold. A casket sits in front of the altar.
     A funeral service is in progress.

                                VITTI
                  Tommy Angels. We grew up together.
                  Worked for a crew out of Jersey
                  City.

                                BEN
                  How did he die?

                                VITTI
                  He was on his way to talk to a
                  federal prosecutor. Got hit by
                  a truck -- twice.

                                BEN
                  Do I need to know that? I'm
                  having nightmares as it is.

     The funeral procession comes down the aisle.

                                BEN
                  Last night I dreamed we were
                  walking down the street, I stopped
                  to buy some fruit, and they shot
                  me -- like Brando in The Godfather.

                                                        (CONTINUED)

                                                                87.

65    CONTINUED:    (2)                                               65

                                   VITTI
                   Good scene.    Was I there?

      A mourner walks up to Vitti, bows his head in respect and
      kisses Vitti on both cheeks. Vitti on both cheeks. Vitti
      gives him a consoling pat on the shoulder, then the man
      kisses Ben and walks off.

                                 BEN
                   You dropped your gun, then you ran
                   over to me and started yelling,
                   'Papa, Papa!'

                                   VITTI
                   I was Fredo.    I don't think so.

      An older woman kisses Vitti's hand, then both his cheeks.
      Vitti whispers a few words to her, then she kisses Ben's
      hand and moves on. More old ladies kiss their hands as
      they walk by.

                                 VITTI
                   You're losing it, Doc.   You may
                   need therapy yourself.

      A man comes up to Vitti, kisses him on both cheeks,
      embraces him with excessive energy, then repeats the
      whole scene with Ben and exits. Ben looks at Vitti.

                                 VITTI
                   Him I don't know. Let's get
                   private.


65A   OMITTED                                                         65A
&                                                                     &
65B                                                                   65B


66    EXT. CHURCH - MOMENTS LATER                                     66

      Ben and Vitti come out of the cathedral.

                                 BEN
                   Don't you see? You called me
                   'Papa.' It's all about your
                   father.

                                 VITTI
                   What're you, nuts? It was your
                   dream.

                                                        (CONTINUED)

                                                              88.

66   CONTINUED:                                                     66

                                BEN
                  Yes, but that's what your black
                  milk dream was about, too.

                                VITTI
                  Uh-uh. I don't buy it. In my
                  dream, I'm bringing the baby
                  the black milk.

                                BEN
                  Freud believed you're everyone
                  in your dreams.

                                VITTI
                  Yeah, well, that guy I don't need
                  to hear about. I can't even call
                  my mother on the phone after that
                  thing you told me.

                                BEN
                  Let's say you are the baby. What
                  kind of milk did you get from
                  your father?

                                VITTI
                  Could we stop talking about my
                  father?

                                BEN
                         (losing it)
                  That's the whole point! We have
                  to start talking about your
                  father. You know what it's like
                  dealing with you? This is you.
                         (imitating Vitti)
                  You gotta help me, Doc. I'm a
                  mess. I'm in pain.
                         (as himself)
                  Okay, Paul, I can help you.
                         (as Vitti)
                  Fuck you. Nobody helps Paul
                  Vitti.

                                VITTI
                  Very good. Now I'll do you.
                  'Boo-fuckin'-hoo.' I never said
                  this would be easy. Let's see how
                  you like it. Let's talk about
                  your father.

                                BEN
                  Let's not.

                                                      (CONTINUED)

                                                             89.

66   CONTINUED:    (2)                                             66

                                VITTI
                  Is he still alive?

                                BEN
                  Yes, he's still alive.

                                VITTI
                  What kind of work does he do?

                                BEN
                         (a beat)
                  That's not important.

                                   VITTI
                  You paused.

                                   BEN
                  What?

                               VITTI
                  You paused. That means you had a
                  feeling. What does he do?

                                BEN
                  He's a psychiatrist.

                                VITTI
                  Ooh, you're fucked up.   Next
                  patient, please.

                                BEN
                  We're running out of time, Paul.
                  Let's not waste it talking about
                  my problems.

                                VITTI
                  Your father's a problem?

                                   BEN
                  No!

                                VITTI
                  That's what you just said!   You
                  seem upset.

                                   BEN
                  I'm not upset!

                                VITTI
                  Hey, I'm good at this.

                                                     (CONTINUED)

                                                                  90.

66    CONTINUED:    (3)                                                 66

                                 BEN
                   We have three days left. If you
                   want to spend it screwing around,
                   I can't help you.
                          (hailing a taxi)
                   Call me when you're ready to get
                   serious.

                                 VITTI
                   Say hello to your father for me!

      A cab stops at the curb.

                                                        CUT TO:


66A   EXT. CHURCH - SAME TIME                                           66A

      Handsome Jack and Potatoes watch from a vantage point in
      the park nearby.

                                 POTATOES
                   We could just pop him right now.

                                 HANDSOME JACK
                   In front of a church? What are
                   you, a fuckin' animal? It's a
                   holy place.

                                 POTATOES
                   Is the sidewalk holy, too? I mean,
                   where does the holiness end?

                                 HANDSOME JACK
                          (thinks)
                   I don't know. Second Avenue?

                                                       CUT TO:


67    OMITTED                                                           67
&                                                                       &
68                                                                      68


69    DIGITAL SOUND MIXER                                               69

      in the FBI van. A technician works at the computer
      console. Steadman listens.

      Through speakers:

                                 VITTI (V.O.)
                   You want me to whack my doctor?

                                                        (CONTINUED)

                                                                91.

69   CONTINUED:                                                       69

                                MASIELLO (V.O.)
                  If you don't do it, somebody else
                  will. It's the only way.

                                VITTI (V.O.)
                  No. Nobody touches him. You hear
                  me? Anybody lays a finger on him,
                  I'll kill 'em. Is that clear?

     Then the technician plays an altered version.

                                VITTI (V.O.)
                  You want me to whack my doctor?

                                MASIELLO (V.O.)
                  If you don't do it, somebody else
                  will. It's the only way.

                                 VITTI (V.O.)
                         (after a beat)
                  I'll kill 'em.

                                                      CUT TO:


70   INT. LIVING ROOM - SAME TIME                                     70

     Steadman shuts off a tape recorder, having just played
     the altered tape for a stunned Ben and Laura. A long
     beat, then Ben looks up at the agents.

                                BEN
                         (quietly)
                  What do you want me to do?

                                                      CUT TO:


71   INT. JIMMY'S CAR - SAME TIME                                     71

     Jimmy is parked at the corner watching the Sobol house as
     the three FBI agents leave.

                                                      CUT TO:


72   EXT. OLD LION SOCIAL CLUB - LATE AFTERNOON                       72

     Masiello is face to face with Vitti.

                                MASIELLO
                  Paul, he talked to the Feds.

                                                      (CONTINUED)

                                                               92.

72   CONTINUED:                                                      72

                                VITTI
                  I know this guy. He would never
                  talk to the Feds.

     Jelly's CELLULAR PHONE RINGS. He steps away and answers
     it quietly during the following.

                                MASIELLO
                  The FBI was at his house today.

                                JIMMY
                  It's the truth.   I saw 'em.

                                MASIELLO
                  You'll see. Next thing is he's
                  gonna call you and ask for a
                  meeting.

                                 VITTI
                  Come on.   You don't know this
                  guy.

     Jelly covers the phone and turns to Vitti.

                                JELLY
                  It's Dr. Sobol. He says he needs
                  to see you right away.

     Vitti nods.

                                                     CUT TO:


73   EXT. STREET CORNER - NIGHT                                      73

     Ben waits on a deserted corner in Brooklyn. A black Town
     Car appears and stops to pick him up. The windows are
     heavily tinted. Ben takes a deep breath, crosses to the
     car and opens the back door.


     EXT. JELLY'S CAR - CONTINUOUS ACTION

     Ben finds Jelly sitting in the back seat next to Vitti.

                                JELLY
                  Sit up front with Jimmy.

                                BEN
                         (anxiously)
                  You want me to sit in front?
                  Paul usually sits in front.

                                                     (CONTINUED)

                                                                 93.

73   CONTINUED:                                                        73

                                JIMMY
                  So this time you'll sit up front.
                  Why you making a federal case?

                                BEN
                         (getting in the car)
                  Federal case? I'm not making a
                  federal case? Let's go.

                                                       CUT TO:


74   INT. PARETTI'S RESTAURANT (JERSEY CITY) - LATER                   74

     A waiter pours red wine. Ben is eating out of pure
     anxiety. Jelly and Jimmy watch him intently. Vitti
     stares off.

                                 BEN
                          (prattling nervously)
                  Wow, this is really good.
                  Delicious. I love Italian food.
                  I've never been to Italy but I'd
                  love to go. I've been to France.
                  And Jamaica. That's nice, but I'm
                  sure it's very different from
                  Italy. A whole different, uh --
                          (silence)
                  So what's everybody doing this
                  summer?

     Carlo Mangano comes to the table. Vitti gets up, hugs
     and fraternal kisses all around, then Mangano sits down
     with them.

                                VITTI
                  This is Ben. He's a friend of
                  mine.
                         (to Ben)
                  Say hello to Carlo Mangano.

                                   MANGANO
                  How you doin'?

                                VITTI
                         (to Ben)
                  Carlo was on my father's crew.
                  He's always been like a -- I don't
                  know -- like a cousin to me.

                                MANGANO
                  I am your cousin.

                                                       (CONTINUED)

                                                                94.

74   CONTINUED:                                                       74

                                VITTI
                  I know, that's what I'm saying.
                  It's like a family thing. The
                  closeness.

                                MANGANO
                  Anything you need, anything I can
                  do for you, Paul, you know. I'm
                  here for you.

                                VITTI
                  I know. So did you take care of
                  that thing I asked you about?

                                MANGANO
                  Is it all right to talk business
                  in front of your friend?

                                  VITTI
                  It's okay.

                                MANGANO
                  Yeah, I took care of it.

                                VITTI
                  How about that other thing?

                                 MANGANO
                  I'm waiting for that first thing
                  to come through. I can't move
                  until it does.

                                VITTI
                  Did the guy give you a problem?

                                  MANGANO
                  A little.    He's a lunatic.

                                                      CUT TO:


75   INT. FBI VAN - SAME TIME                                         75

     The agents monitor the conversation through the bug Ben
     is wearing. They shake their heads at the
     incomprehensible dialogue.

                                VITTI (V.O.)
                  What did he say?

                                  MANGANO (V.O.)
                  The usual.

                                                      (CONTINUED)

                                                               95.

75   CONTINUED:                                                      75

                                VITTI (V.O.)
                  Did you tell him you weren't going
                  for it?

                                MANGANO (V.O.)
                  What was I gonna do?


76   BACK IN PARETTI'S                                               76

                                VITTI
                  You always gotta nip that shit in
                  the bud.

                                MANGANO
                  Yeah. But if the first thing is
                  okay, that should fix everything.

                                VITTI
                  Including the second thing.

                                 MANGANO
                  Yeah, but --

                                 VITTI
                  Exactly.
                          (to Ben)
                  Don't repeat any of that to
                  anyone.

                                BEN
                  What? The first thing or the
                  second thing?

                                 VITTI
                  That's Stevie Beef over there. I
                  gotta go say hello to him for a
                  second.
                          (to Mangano)
                  Come on.

     Ben watches Vitti and Mangano cross the room, then turns
     to Jelly and Jimmy.

                                BEN
                  Stevie Beef. Interesting name.
                  When he was younger they probably
                  called him Stevie Veal.
                         (off no response)
                  You guys come here often?

                                JELLY
                  Paretti's has a very special
                  meaning to Paul.

                                                       (CONTINUED)

                                                                 96.

76   CONTINUED:                                                        76

                                JIMMY
                  Yeah, this is where his father got
                  whacked.

                                 JELLY
                  Hey!

                                JIMMY
                  What's the big secret?

                                BEN
                         (incredulous)
                  Wait a second. Paul's father was
                  murdered?

                                JIMMY
                  Right at that table.   With his
                  whole family there.

                                JELLY
                  Hey, just shut up.

                                 BEN
                  Paul, too?   He was there?

                                JELLY
                  He don't like to talk about it.

     Everything is suddenly clear to Ben.      He stands up.

                                JIMMY
                  Where you goin'?

                                 BEN
                  Bathroom.

                                JELLY
                  I'll go with you.

                                                       CUT TO:


77   INT. BATHROOM - MOMENT LATER                                      77

     Ben and Jelly enter.

                                BEN
                  I gotta -- you know -- poop.

     Ben goes into a stall, latches the door and drops his
     pants. Jelly combs his hair in the mirror.

                                                       (CONTINUED)

                                                                97.

77   CONTINUED:                                                       77

     INT. STALL - SAME TIME

     Ben hastily unbuttons his shirt, revealing a small
     microphone taped to his chest. He picks at the edge of
     the tape, takes a deep breath, then rips it off.

                                BEN
                  Ahhhh!


     JELLY

     at the urinal, reacts to Ben's cry.

                                JELLY
                  You need more roughage. A bran
                  muffin in the morning would
                  help with that.

                                                      CUT TO:


78   INT. PARETTI'S - BACK AT TABLE - FEW MINUTES LATER               78

     Ben and Jelly rejoin Vitti.      Ben starts right in on him.

                                BEN
                  I have to talk to you -- in
                  private.

                                VITTI
                         (to Jelly and Jimmy)
                  Leave us alone.

     They exit without hesitation.

                                BEN
                  Why didn't you tell me about your
                  father?

                                VITTI
                  What about him?

                                BEN
                  You said he died of a heart
                  attack.

                                VITTI
                  So what's the problem?

                                BEN
                  What's the problem?   Your father
                  was murdered!

                                                       (CONTINUED)

                                                               98.

78   CONTINUED:                                                      78

                                VITTI
                  Heart attack, murdered, what's the
                  difference? He's dead.

                                BEN
                  There's a big difference.   Why
                  didn't you tell me?

                                VITTI
                  Because it's private. You think I
                  tell you every little thing?

                                BEN
                  That is not a little thing!

                                VITTI
                  Okay, you want to know? Analyze
                  this. I was twelve years old, the
                  whole family was having dinner
                  together right over there, two
                  guys walked in and shot him dead
                  right in front of us. Okay?

                                BEN
                  And you didn't think this was
                  important enough to tell me?

                                VITTI
                  What am I supposed to do? Spend
                  the rest of my life crying about
                  the past? Forget about it.

                                BEN
                  You know what? I think you want
                  to talk about it.

                                VITTI
                  No, I don't want to talk about it.

                                BEN
                  I think you do.

                                 VITTI
                  No, I don't.

                                BEN
                  Then why did you choose this
                  restaurant?

                                VITTI
                  'Cause I like it, okay?

                                                       (CONTINUED)

      ANALYZE THIS - Rev. 6/25/98                                  99.

78    CONTINUED:    (2)                                                  78

                                 BEN
                   Of all the places we could've gone,
                   why this one?

                                 VITTI
                   White clam sauce. The best.

                                 BEN
                   No, we're here because you wanted
                   me to know about your father.
                   You're reaching out to me.

                                 VITTI
                   I'll reach out to you --

      Vitti suddenly reaches over and rips Ben's shirt open.
      All he sees is a bald patch on Ben's chest where the bug
      was taped.

                                 BEN
                   I think we have some major trust
                   issues here.

                                                         CUT TO:


78A   INT. SINDONE HEADQUARTERS - SAME TIME                              78A

      The cutting room is deserted except for Primo and his
      men. Sindone is at his desk reading the entertainment
      section of the New York Times.

                                 SINDONE
                          (studying the paper)
                   I'd like to see a movie but
                   there's nothing out there. It's
                   all this shoot-'em-up action
                   bullshit. I get enough of that at
                   work.

      They all laugh.     Moony finishes a call on his cell phone.

                                 MOONY
                   That was our friend. He marked
                   your guy at Paretti's.

                                 SINDONE
                   Yeah? Then let's make it the last
                   supper. Jack?

                                 HANDSOME JACK
                   You got it, Primo.
                          (to Potatoes)
                   Let's go.

                                                         (CONTINUED)

      ANALYZE THIS - Rev. 6/25/98                                99A.

78A   CONTINUED:                                                        78A

                                 SINDONE
                          (as they exit)
                   Hey, Jack. Just for fun, tear
                   out his heart and bring it to me.

                                                       CUT TO:


79    EXT. STREET - LATER                                               79

      Vitti, Ben and the boys come out of the restaurant and
      walk to the car.

                                 BEN
                   Jimmy, you can have shotgun this
                   time. I don't mind.

                                 JIMMY
                   Nah, sit up front. There's more
                   room for your legs.

                                 BEN
                   My legs are short, it's fine in
                   the back.

                                 JIMMY
                   Get in the front.

                                 BEN
                   You know what? It's late. I think
                   I'm just going to call it a night.
                   Why don't I just grab a cab and
                   head on home.

                                                        (CONTINUED)

      ANALYZE THIS - 6/17/98                                       100.

79    CONTINUED:                                                          79

                                 JIMMY
                   Get in the car.

                                 BEN
                   No really, it's all right.

                                 JIMMY
                          (pulls a gun)
                   Get in the fucking car.

      Ben looks to Vitti for help.

                                 VITTI
                   Do what he says.

                                 BEN
                   You know, we call this a
                   transference neurosis. It's
                   when the patient starts acting
                   out his problems with his therapist
                   instead of out in the world. It's
                   usually considered a good sign.
                   Not for me, in this case, but --

      Jimmy forces him into the back of the car.

                                                         CUT TO:


79A   EXT. PARETTI'S RESTAURANT - MOMENTS LATER                           79A

      The Lincoln makes a U-turn in front of Paretti's and
      drives off down the street passing Handsome Jack and
      Potatoes in a car parked at the corner. The car takes
      off after the Lincoln.

                                                      CUT TO:


80    INT. FBI VAN - SAME TIME                                            80

      The agents are monitoring the bug, but all they hear is
      WATER RUNNING and TOILETS FLUSHING.

                                 AGENT RICCI
                   What's he doing in there? He's
                   been in the bathroom for half an
                   hour.

      Ricci and Steadman look at each other.

                                                         CUT TO:

     ANALYZE THIS - 6/17/98                                   101.

81   EXT. PARETTI'S RESTAURANT - MOMENTS LATER                       81

     The FBI van pulls up and lurches to a stop.

                                                   CUT TO:


82   INT. PARETTI'S BATHROOM - MOMENTS LATER                         82

     Steadman rushes in, pushes open the stall and sees the
     microphone and transmitter in the bottom of the toilet
     bowl.

                                                   CUT TO:


83   OMITTED                                                         83
&                                                                    &
84                                                                   84


85   EXT. SCRAP YARD - NIGHT (LATER)                                 85

     Jelly's car pulls into a scrap metal yard and parks.
     They all get out. Jelly hands Vitti a gun.

                             VITTI
                      (to Jimmy and Jelly)
               Leave us alone.

     Jelly looks apologetically at Ben.

                               JELLY
               Sorry, Doc.    It's not personal,
               you know.

                             BEN
               Don't kid yourself, Jelly. It
               doesn't get more personal than
               this.

                                                   (CONTINUED)

                                                               102.

85   CONTINUED:                                                       85

     Jelly and Jimmy walk away, leaving Ben alone with Vitti.

                                VITTI
                  You know why I have to do this,
                  don't you?

                                 BEN
                  Because you're a paranoid? No,
                  actually you're a reverse
                  paranoid. You think you're out to
                  get everybody.

                                VITTI
                  Don't bullshit me! You betrayed
                  me! You stabbed me in the back.

     They start shouting at each other.

                                BEN
                  I betrayed you? What are you
                  talking about? Who's got the gun?

                                VITTI
                  You think I'm an idiot? Don't
                  insult my intelligence. You
                  cooperated! You talked to the
                  Feds!

                                BEN
                  They played me a tape! You said
                  you were going to kill me.

                                 VITTI
                  Never.   I never said that.

     They glare at each other for a moment.

                                BEN
                  It doesn't matter. I didn't
                  betray you, Paul. Yes, they
                  made me wear a wire, but I took it
                  off, because I think I know how to
                  help you now.

                                VITTI
                  I don't want to know what you
                  think.

                                 BEN
                  Yes, you do.

                                 VITTI
                  No, I don't!

                                                       (CONTINUED)

     ANALYZE THIS - Rev. 6/10/98                              103.

85   CONTINUED:    (2)                                               85

                                BEN
                  I think you do.

                                VITTI
                         (puts the gun
                          to Ben's head)
                  It's over! Don't you get it?
                  I took one chance and that's it.

                                 BEN
                  Okay.
                         (as Vitti cocks
                          the gun)
                  Can I ask you one last question?

                                 VITTI
                          (a beat)
                  What?

                                BEN
                  What did you order?

                                 VITTI
                  What?

                                BEN
                  What did you order?

                                 VITTI
                  When?

                                BEN
                  That night. What were you eating
                  the night your father got killed?

                                 VITTI
                  How the hell do I know?

                                BEN
                  You don't remember?

                                VITTI
                  It was 35 years ago.

                                BEN
                  What did your father have?

                                 VITTI
                  I told you!   I don't remember.

                                 BEN
                  Try.

                                                      (CONTINUED)

     ANALYZE THIS - Rev. 6/10/98                                104.

85   CONTINUED:    (3)                                                 85

                                VITTI
                  What's the matter with you?

                                BEN
                  It's a simple question.    What was
                  your father eating!

                                   VITTI
                           (after a long
                            pause)
                  Penne.

                                  BEN
                  Good.    And you.

                                  VITTI
                  Ravioli.

                                BEN
                  The food was on the table?

                                VITTI
                  They were just serving it.

                                BEN
                  Did you see the guys coming?

                                 VITTI
                  One of them.   Dressed like a
                  busboy.

                                BEN
                  Did your father see him?

                                VITTI
                  No, but I knew he looked wrong.

                                  BEN
                  Why?

                                VITTI
                  His pants. They looked too good
                  for a busboy.

                                BEN
                  He walked over to the table?

                                VITTI
                  I watched him the whole way.

                                BEN
                  Did you say anything?

                                                        (CONTINUED)

     ANALYZE THIS - Rev. 6/10/98                              105.

85   CONTINUED:    (4)                                               85

                                VITTI
                  My father was so mad at me.

                                BEN
                  And you were mad at him.

                                VITTI
                  I couldn't say anything.

                                 BEN
                  And then.

                                VITTI
                  I never saw the second guy.    My
                  mother started screaming.

                                BEN
                  And you blame yourself?

                                VITTI
                  I coulda saved him.

                                BEN
                  But you were mad at him.

                                VITTI
                         (starting to
                          hyperventilate)
                  I killed my father.

                                BEN
                  You didn't kill him, Paul. You
                  were angry but you didn't kill
                  him. That's the life he chose.

                                VITTI
                  I never got to say good-bye.

                                BEN
                  Say it now, Paul. Talk to him.
                  What do you want to tell him?

                                 VITTI
                  I can't.

                                 BEN
                  You have to.   Tell him, Paul.

                                VITTI
                         (breaks down)
                  I'm sorry. I'm so sorry.

                                                      (CONTINUED)

     ANALYZE THIS - Rev. 6/10/98                              106.

85   CONTINUED:    (5)                                               85

                                BEN
                  It's okay, Paul. You can let go
                  of it now.

     Vitti leans back against the car, slumps to the ground
     and starts sobbing, 35 years of pent-up grief finally
     finding expression.


86   JELLY AND JIMMY                                                 86

     Standing around smoking, waiting for the death shot.

                                JIMMY
                  What's taking so long?   I'm ruining
                  my goddamn shoes here.   Fuckin'
                  $350 Bruno Maglis.

                                JELLY
                  What's wrong with you? Don't you
                  have any respect? This is a very
                  difficult thing for Paul.

                                JIMMY
                  Shoulda let me do it. I'd be
                  home watchin' E.S.P.N.2 by now.
                  World's strongest man. You should
                  see these guys.


87   VITTI AND BEN                                                   87

     Ben is comforting Vitti.

                                BEN
                  You couldn't save him, Paul. He
                  was trying to save you. That's
                  what you fought about. He didn't
                  want this for you, and you don't
                  want it for Anthony. You don't
                  want him to grow up the way you
                  did -- without a father.

     Vitti just cries louder.


88   JELLY AND JIMMY                                                 88

     hearing the crying.

                                JELLY
                  Jesus, the guy's fallin' apart.

                                JIMMY
                  Why doesn't he just pop him?   It's
                  embarrassing.

     ANALYZE THIS - Rev. 6/10/98                            106A.

89   BEN AND VITTI                                                89

     Ben tries to comfort Vitti who is still crying.

                             BEN
               Your father's not dead, Paul. He's
               alive -- in you. And he's trying
               to tell you something.

                                                    (CONTINUED)

                                                                  107.

89   CONTINUED:                                                          89

     Suddenly, there is a GUNSHOT and a BULLET RICOCHETS off
     the TOP of the CAR.

                                 BEN
                  Oh, my God!


90   HANDSOME JACK                                                       90

     He OPENS UP with a MAC-10.


     JELLY AND JIMMY

     Jimmy goes down, hit in the shoulder.      Jelly dives for
     cover behind a rusted car body.


     VITTI AND BEN

                                 BEN
                          (in a panic)
                  Paul!   They're shooting!

     Vitti continues to sob, oblivious to the GUN BATTLE
     raging around him.


     JELLY

     He FIRES back at Handsome Jack.


     POTATOES

     He rakes the Lincoln with a BURST from the ASSAULT RIFLE.


     JELLY'S CAR

     All the WINDOWS ARE BLOWN OUT by the GUNFIRE.     Ben
     screams.

                               BEN
                  Paul! For God's sake, shoot
                  somebody!

     Vitti just sits there on the ground, still sobbing
     quietly.


     JELLY

     He reloads and FIRES again.

                                                       (CONTINUED)

                                                               108.

90   CONTINUED:                                                       90

     POTATOES

     Jelly's last SHOT strikes him right in the chest, and he
     goes down.


     HANDSOME JACK

     He sees Potatoes fall and starts moving out, covering his
     retreat with another BURST from his MACHINE GUN.


     JELLY'S CAR

     Something snaps inside Ben.

                                  BEN
                  Goddamn it!

     He takes the GUN out of Vitti's hand and starts FIRING
     WILDLY.


     JELLY

     He sees Handsome Jack emerge from cover and takes him out
     with FIVE QUICK SHOTS.


     HANDSOME JACK

     He goes down FIRING, dead before he hits the ground.


     SCRAP YARD

     It's suddenly quiet. After a long moment, Jimmy rolls
     over and moans. Jelly goes to him and starts examining
     his wound.


91   JELLY'S CAR                                                      91

     Ben stands up, still holding Vitti's gun.    He sees
     Handsome Jack lying dead on the ground.

                                  BEN
                  Oh my God!    Did I do that?

                                JELLY
                  No, Doc. That one's mine. You
                  got the Chevy Camaro and the
                  side-by-side refrigerator-freezer.

                                                       (CONTINUED)

                                                                  109.

91   CONTINUED:                                                          91

     Vitti emerges from behind the car looking red-eyed but
     composed again and looks at Ben.

                                VITTI
                  Pretty fuckin' ironic, isn't it?
                  You can give me back the gun now,
                  Doctor.

     Vitti holds out his hand.      Ben hesitates for a moment,
     then hands him the gun.

                                VITTI
                  It's okay. I wasn't really gonna
                  whack you.
                         (off Jelly's
                          skeptical look)
                  All right, maybe I was gonna whack
                  you, but I was real conflicted
                  about it. Progress, right?

                                BEN
                  I don't think I can see you
                  anymore.

                                VITTI
                  Yeah, I figured.

                                BEN
                  This was big tonight. You might
                  feel a little raw for a while.

                                  VITTI
                  Yeah.

                                  BEN
                  So good luck.    It's been --

     Vitti nods, they stand there for another moment, then Ben
     walks off into the night.

                                                       CUT TO:


92   INT. BEN'S OFFICE - MORNING                                         92

     ELAINE, a fortyish, tired-looking wife and mother sits
     on the couch across from Ben. Ben looks bored and
     depressed.

                                ELAINE
                  I want to please him in bed, but
                  whatever I do it seems like it's
                  never enough. Now he wants me to
                  say things when we're making love.

                                                       (CONTINUED)

                                                                 110.

92   CONTINUED:                                                         92

                                BEN
                  What kinds of things does he want
                  you to say, Elaine?

                                ELAINE
                  Well, he wants me to call him 'big
                  boy.' And he's my bucking bronco,
                  and I'm supposed to ride him hard
                  and put him back in the barn wet.

     Michael's laughter is heard coming through the vent.        Ben
     closes his eyes and sighs deeply.

                                ELAINE
                  Are you all right, Dr. Sobol?

                                BEN
                  Let me suggest something, Elaine.
                  If the man wants you to say things
                  ... damn it, you should get down
                  on all fours and bark like a dog
                  if that's going to get the job
                  done. Break out the wine, baby.
                  Smoke a joint. Do what you have
                  to do, because life is too short.
                  It's just too fucking short.

     Elaine stares, taken aback, then she smiles.

                                ELAINE
                  Okay.

                                                       CUT TO:


93   EXT. VITTI'S HOUSE - SEVERAL DAYS LATER                            93

     Jelly, Jimmy and Iron Mike arrive and walk up to the
     house. The rest of the crew are standing around on
     the porch.

                                                       CUT TO:


94   INT. VITTI'S BEDROOM - MOMENTS LATER                               94

     Jelly enters and finds Vitti in his undershorts, putting
     on his tie, looking very strong.

                                JELLY
                  How you feelin', boss?   You need
                  anything?

                                                       (CONTINUED)

                                                                  111.

94    CONTINUED:                                                         94

                                 VITTI
                   No, I'm great. Never felt better
                   in my life. When this meeting is
                   over they won't know what hit 'em.

      Jelly gives him the thumbs up and exits. Vitti turns to
      the TV and starts knotting his tie as a PRUDENTIAL
      INSURANCE COMMERCIAL STARTS PLAYING, featuring a father
      and his son. As Vitti watches the sentimental ad, his
      eyes fill with tears.

                                                        CUT TO:


95    EXT. WALDORF-ASTORIA HOTEL - LITTLE LATER                          95

      The sun is shining. A beautiful day for a wedding.
      "HERE COMES THE BRIDE" is heard.


96    INT. WALDORF-ASTORIA BANQUET ROOM - LATER                          96

      The crowd oohs and aahs as Laura starts down the aisle
      in her wedding dress. Isaac and Dorothy are standing
      near the chupah ready to receive her.

                                 DOROTHY
                   Is Ben going to step on the glass?

                                 ISAAC
                   No. He doesn't want to hurt his
                   foot, so they're going to drop a
                   person on it.

                                                      DISSOLVE TO:


96A   INT. WALDORF-ASTORIA BANQUET ROOM - MOMENTS LATER                  96A

      Laura and Ben stand before a REFORMED RABBI. The family
      is gathered again. Michael stands just to the side.

                                 RABBI
                   We are put on this earth to find a
                   love, a soulmate, someone with whom
                   we can create joy. How glad we are
                   today that Ben and Laura have found
                   each other, and we anticipate and
                   celebrate the years of joy they will
                   share together from this day on.

      We hear a PSST from somewhere.    Ben and Laura don't seem
      to notice it.

                                                        (CONTINUED)

                                                                   112.

96A   CONTINUED:                                                          96A

                                 RABBI
                   Ben, do you take this woman, Laura,
                   to be your lawfully wedded wife, for
                   richer, for poorer, in sickness and
                   in health, 'til death do you part,
                   so help you God?

      Another PSST. Ben looks over and sees Jelly standing
      behind some flowers to the side of the altar.

                                 BEN
                          (hissing)
                   No!

                                   RABBI
                   Excuse me?

                                   BEN
                   No, not you.    I was talking to him.

                                   RABBI
                   Who him?

                                 BEN
                   It's not important.     Yes.

                                   RABBI
                   Yes what?

                                 BEN
                   Yes to the thing before. To her.
                   That's a yes. Pick it up from
                   there.

      Jelly moves closer.       The guests start to mutter.

                                 JELLY
                          (to Ben)
                   Doc, we're going to need to hurry
                   it up here.
                          (to Michael)
                   Hi, kid.

                                 LAURA
                   I do not believe this!

                                 JELLY
                          (to the Rabbi)
                   Haul ass, buddy. We got a problem.

                                 LAURA
                   Who the hell do you think you are?

                                                           (CONTINUED)

                                                                 113.

96A   CONTINUED:    (2)                                                 96A

                                 JELLY
                          (to Ben)
                   Ooh, she's feisty. Watch out, Doc.
                          (to the Rabbi)
                   Tick tock, let's go. Hurry up and
                   pronounce them, huh?

                                 RABBI
                   By the power vested me by the state
                   of New York, I now pronounce you
                   man and wife.

                                  JELLY
                   Okay.   Kiss, kiss --

      Ben and Laura kiss.

                                 JELLY
                   I'm sorry about this, Mrs. Sobol,
                   but duty calls, you know?

                                 LAURA
                          (tearing up)
                   Oh. You're the first person to
                   call me Mrs. Sobol.

                                  JELLY
                   Nice, huh?

                                  LAURA
                   No.

                                 BEN
                   Laura, I'm sorry. It's the job.

                                 LAURA
                   Go.  Just go.
                          (to Jelly)
                   Have him back here by the salad
                   course or you're in serious
                   trouble. Capiche?

                                 JELLY
                   You're a pistol.
                          (to Ben)
                   I like her.

      Ben kisses Laura, then the organist plays "Here Comes the
      Bride" as Jelly and Ben hurry down the aisle together.


      ANGLE ON SCOTT AND BELINDA, ISAAC AND DOROTHY

      shaking their heads in confusion.

                                                       CUT TO:

                                                                  114.

97     OMITTED                                                           97
&                                                                        &
98                                                                       98


99     INT. WALDORF-ASTORIA HOTEL - RECEPTION AREA                       99

       Ben comes out of the function room with Jelly.

                               JELLY
                 He's bad, Doc. Worse than I ever
                 seen him. I think his inner child
                 is all fucked up.

                               BEN
                 Have you ever seen an episode like
                 this?

                               JELLY
                 Yes. Once on 'Bonanza,' Hoss
                 Cartwright got bit by a raccoon.
                 He got this fever and he was shaking --

                                BEN
                 Never mind.

                                                        CUT TO:


100    OMITTED                                                           100


100A   INT. WALDORF GARAGE - MOMENTS LATER                               100A

       Jelly and Ben come out of the hotel into the garage area.

                               JELLY
                 This is serious, Doc. If he
                 doesn't make this meeting, they'll
                 kill him for sure.

                               BEN
                 Can't someone else in the family go
                 for him? Tommy the Tongue? Louie
                 the Lip? What about you? You go?

                               JELLY
                 That would work except for one
                 little detail. I'm a fucking
                 moron. I'm known for it.
                        (a beat)
                 You have to go.

                                BEN
                 Me?   You must be a moron.

                                                        (CONTINUED)

                                                                 115.

100A   CONTINUED:                                                       100A

                                   JELLY
                    Hey!   Watch that.

                                  BEN
                    You just said it yourself.

                                  JELLY
                    It's different when I say it.
                    When you say it, it sounds very
                    negative.

                                  BEN
                    I'm sorry, Jelly, but I'm not going.
                    I'm not on the payroll anymore, so
                    forget about it. My wife is waiting --

       He turns to go back into the hotel.

                                   JELLY
                    Doc.

       Ben feels a gun pressed against his back.

                                   BEN

                    You can't shoot me, Jelly.

                                  JELLY
                    Correction. Mr. Vitti couldn't
                    shoot you. But here's something
                    about me you should know. I never
                    got married, Doctor Sobol. I
                    don't have a hobby. I never got a
                    dog or a cat. I don't even have a
                    goldfish. I live for one reason
                    only, and that's to serve Mr. Paul
                    Vitti. He's what I'm thinking about
                    when I wake up, and he's what I'm
                    thinking about when I close my eyes
                    to sleep. If he told me to jump off
                    a tall building, not only would I do
                    it, I would hope to survive so I could
                    do it again and again until he told me
                    to stop. This is all I know. This is
                    all I got. So please don't think I
                    won't kill you, because I'd hate for
                    your last thought to be a wrong one.
                    You're going to that meeting.

                                                       CUT TO:

                                                                116.

100B   INT. FBI CAR - MOMENTS LATER                                    100B

       Parked on 50th Street, Ricci and another agent watch the
       limo emerge from the Waldorf garage. Ricci signals
       someone on the radio.


100C   FBI HELICOPTER                                                  100C

       flies INTO VIEW over Park Avenue and starts tracking the
       limo.


101    EXT. MID-TOWN TUNNEL - DAY                                      101

       The black stretch limo approaches the tunnel entrance.
       An FBI helicopter zooms INTO VIEW high above.

                                                   CUT TO:


102    INT. HELICOPTER - SAME TIME                                     102

       Steadman and Provano track the limo from the air as it
       enters the tunnel.


103    OMITTED                                                         103


104    EXT. TUNNEL EXIT - MOMENTS LATER                                104

       Fifteen identical limos emerge from the tunnel on the
       Queens side and start criss-crossing as they leave the
       toll booths, then head off in different directions.

                                                   CUT TO:


105    INT. HELICOPTER - SAME TIME                                     105

       Steadman and Provo try to pick Ben's limo out of the pack
       of identical limos heading up the Long Island Expressway.

                               STEADMAN
                        (desperately)
                 Which one is it?

                                  AGENT PROVANO
                 The black one.

                                                   CUT TO:

                                                               117.

105A   INT. LIMOUSINE - DAY                                           105A

       Ben is in the back with Jelly and Jimmy. One of their
       crew, IRON MIKE, is driving. Ben is putting on a suit
       of Jimmy's. He looks very anxious.

                               JIMMY
                        (his shoulder bandaged)
                 Just remember. That's a fuckin'
                 $1200 Valentino suit. You spill
                 anything on it, I'll mess you up
                 good.

                               JELLY
                 Shut up. You're making him
                 nervous. If he gets nervous and
                 fucks up, they'll kill him for
                 sure.
                        (to Ben)
                 Let's go over it again.

                               BEN
                 This is insane.

                               JELLY
                 Mr. Vitti's been detained,
                 apologies all around, blah, blah,
                 blah. Then you say you're the new
                 consigliere, and you're prepared
                 to speak for Mr. Vitti.

                               BEN
                 Then what?

                               JELLY
                 Then you just keep your mouth
                 shut, and hope nobody asks you
                 nothin'.

                               JIMMY
                 Boy, this is some fuckin' plan.

                               JELLY
                 Shut up.
                        (to Ben)
                 If you have to talk, just be
                 vague. Can you do that?

                               BEN
                 I'm a psychologist.   Believe me, I
                 can be vague.

                                                    CUT TO:

                                                              118.

106   INT. VITTI'S BEDROOM - SAME TIME                               106

      Vitti is lying on the bed staring at the ceiling. Marie
      is stroking his forehead. Then he looks over and sees
      Anthony sitting in a chair at the foot of the bed,
      watching him with concern.

                              VITTI
                Shouldn't you be outside playing
                or something?

                              ANTHONY
                No, it's all right.

                              VITTI
                How long you gonna sit there?

                              ANTHONY
                       (shrugs)
                How long you gonna lay there?

      Vitti smiles.

                              VITTI
                I'm done.

                                                    CUT TO:


107   EXT. OZONE PARK (QUEENS) - MINUTES LATER                       107

      The limo pulls into the parking lot of the Tops Limousine
      Service. Fifty other limos are already parked there.
      Jelly and Jimmy get out, followed by Ben, now dressed in
      shiny suit and pinky ring.

                                                   CUT TO:


108   INT. TOPS LIMO GARAGE - CONTINUOUS ACTION                      108

      Ben, Jelly, and Jimmy enter a garage the size of a small
      airplane hangar. The floor has been cleared and long
      tables set up to form a square in the middle of the room.
      Wiseguys with shotguns patrol the catwalks above the floor
      and soldiers are posted at all the doors.

                              BEN
                       (sotto voce)
                I can't do this. I'm telling you,
                I cannot do this.

                              JELLY
                Don't fucking whine! Whining's a
                dead giveaway. Come on! You're
                the consigliere, for Chrissake.

                                                    (CONTINUED)

                                                               119.

108   CONTINUED:                                                      108

      Around the tables sit forty or fifty of the biggest
      gangsters in the world. A few captains stand around the
      perimeter, ready to serve their bosses.

                                 BEN
                   These are the bosses? That one
                   looks like my Uncle Max.

      Jelly steers Ben to an empty seat next to Carlo Mangano.

                                 MANGANO
                          (surprised)
                   What's goin' on? Where's Vitti?

                                  JELLY
                   On his way.   Don't worry.

      Mangano eyes Ben with contempt.

                                 MANGANO
                   What's he doin' here?

                                 JELLY
                   He's -- it's okay. Forget about
                   it.

                                 MANGANO
                   Forget about it? What the hell is
                   that?

      Seated directly across the room from Ben is Primo
      Sindone. He stares hard at Ben, trying to place him,
      then leans over to Moony, his consigliere.

                                 SINDONE
                   Who's the guy with Jelly?

                                   MOONY
                   I don't know.

      Ben looks away nervously.

                                 BEN
                          (to Jelly, borderline
                           hysterical)
                   I can't do this.

      He starts to get up but Jelly pulls him back down.

      Moony stands up and gets everyone's attention.

                                                       (CONTINUED)

                                                                120.

108   CONTINUED:    (2)                                                108

                                 MOONY
                   All right, gentlemen. I think we
                   better start. We have a big
                   agenda, so for now let's stick to
                   the big issues. And it would help
                   if you identify yourselves when
                   you speak, since we don't all know
                   each other, and we didn't think
                   anybody would be into wearing any
                   fucking name tags.

      Laughter around the table.

      Sindone stands up and looks straight at Ben.

                                 SINDONE
                   I'm Primo Sindone. They call me
                   Sonny Long. It's good to see so
                   many of the old faces here, and to
                   welcome the new ones from all over
                   the country. I see Frank Zello,
                   and Joe Baldassare, but I'm a
                   little disappointed to see that
                   the head of our other New York
                   family isn't here today. All I
                   see is his man Jelly and some
                   sawed-off little prick nobody
                   knows.

      Jelly looks at Ben, waiting for him to speak, but Ben
      just sits, frozen, looking down at his hands.

                                 JELLY
                          (stands up, rattled)
                   Yeah, well, the thing is Mr. Vitti
                   has been detained and he sends his
                   apologies for -- being detained --
                   and he apologizes for his --
                   detainment.

                                 SINDONE
                   Detained? What kind of bullshit
                   is that? What's more important
                   than this? As the host of this
                   meeting, I take his not being here
                   as a sign of disrespect to me and
                   to all these other men, too, who
                   came a long way to be here.

                                 JELLY
                   Mr. Vitti meant no disrespect.
                   The thing is, he's not feeling
                   well. He's sick and he -- didn't
                   feel well --

                                                        (CONTINUED)

                                                                121.

108   CONTINUED:    (3)                                                108

      Ben rises and slaps Jelly hard across the face.

                                 BEN
                          (quietly)
                   Jelly! We don't ever discuss Mr.
                   Vitti's health outside the family.
                   You know better.

      Jelly is stunned.    The bosses murmur.

                                 SINDONE
                   All right, who is this guy and
                   what the fuck is he doing here?

                                 BEN
                   In answer to your first question,
                   my name is Ben Sobol --
                          (off Sindone's
                           look)
                   -- leone. Sobboleone. They call
                   me -- 'The doctor.' As for your
                   second question. I'm here
                   representing Paul Vitti. As his
                   conser -- conghili --

                                  JELLY
                          (prompting)
                   Consigliere --

                                 BEN
                          (slaps him again)
                   Don't you ever correct me again!
                   As his consigliere, I'm intimately
                   involved in all aspects of the
                   family business and I'm prepared
                   to speak for Mr. Vitti on all
                   matters.

                                 SINDONE
                   Okay, Doctor, then let's get down
                   to business. Everybody knows
                   there's been this thing between me
                   and Paul Vitti for a long time.

                                 BEN
                   Which thing are you talking about?
                   The first thing or the second
                   thing?

                                 SINDONE
                   What second thing? I only know
                   one thing.

                                                        (CONTINUED)

                                                               122.

108   CONTINUED:    (4)                                               108

                                 BEN
                   Well, I don't see how we can
                   discuss the first thing without
                   bringing up the second thing.
                   Didn't you talk to the guy?

      He tugs meaningfully on his earlobe.

                                   SINDONE
                   What guy?

                                 BEN
                   The guy with the thing.

                                  SINDONE
                   What thing? What the fuck are you
                   talking about?

                                 BEN
                   How should I know? You brought it
                   up.
                          (gestures helplessly
                           to the others)
                   This is the whole problem. You
                   can't have an intelligent
                   conversation with the man.

                                 SINDONE
                   How about if I just break your
                   fuckin' neck? What do you think
                   of that?

                                 BEN
                   It's not important what I think.
                   What do you think?

                                 SINDONE
                   What do I think? I think it's a
                   good idea! Why would I say it if
                   I didn't think it was good?

                                   BEN
                   I don't know.    Why would you?

                                  SINDONE
                           (frustrated)
                   I wouldn't! That's what I'm
                   saying!

                                 BEN
                   Have you always had a problem
                   dealing with your anger?

                                                       (CONTINUED)

                                                               123.

108   CONTINUED:    (5)                                               108

                                 SINDONE
                   What are you talking about?

                                 BEN
                   What do you think I'm talking
                   about?

                                  SINDONSINDONE
                          (explodes)
                   I don't know what the fuck you're
                   talking about!

                                 BEN
                   See, you're angry again. Do you
                   feel you have to get angry to be
                   heard?

      Sindone turns to a couple of other bosses, FRANK ZELLO
      and JOE BALDASSARE.

                                 SINDONE
                   What's he talking about?

                                 ZELLO
                   I don't know. But you do have a
                   tendency to get angry a lot.

                                 BALDASSARE
                   I agree, Primo.

                                 SINDONE
                   I'm trying to talk about Vitti!
                   Why are we talking about me?

                                 BEN
                   Interesting. Do you feel you're
                   not worthy enough to be talked
                   about?

                                 SINDONE
                   What does that mean?

                                 BEN
                   What do you think it means?

                                 SINDONE
                   Fuck you!

                                 ZELLO
                   Primo, calm down.

                                                       (CONTINUED)

                                                                124.

108   CONTINUED:    (6)                                                108

                                  SINDONE
                   Calm down? How can I calm down
                   when this prick won't stop with
                   the questions?

                                 BEN
                   Could you pass the fruit, please?

                                  SINDONE
                   That's it!   You're a dead man!

      Sindone whips out a pistol and points it at Ben, but just
      as he's about to shoot --

                                  VITTI (O.S.)
                   Primo!

      All eyes turn.


109   PAUL VITTI                                                       109

      He's standing there, staring at Sindone, cool, clear, and
      unafraid. He looks like a king. The room goes silent.
      Vitti looks around the table, nods, and crosses to Ben.
      Jelly gets up to greet him.

                                 VITTI
                          (quietly, to Jelly)
                   Wait outside with the car running.

      Jelly nods and exits.

                                 BEN
                   What are you doing here?

                                 VITTI
                   Saving your ass. Sit down.    I'll
                   take it from here.

      Ben sits, greatly relieved.

                                 VITTI
                          (to the group)
                   I'm Paul Vitti. I'm sorry I was
                   late. Those of you who know me
                   will know I meant no disrespect.
                   If it's all right with you,
                   there's something I'd like to say,
                   then I'll leave you to your
                   business.

      Ben looks at Vitti and sees a kind of serenity and
      clarity he's never seen before.

                                                        (CONTINUED)

                                                                 125.

109   CONTINUED:                                                        109

                                 VITTI
                   About two and a half weeks ago,
                   somebody killed my friend, Dominic
                   Manetta.

      He looks straight at Sindone.

                                 SINDONE
                   Don't look at me. Everybody knows
                   you whacked him so you could take
                   over everything.

                                 VITTI
                   What I really came here to say is
                   that I've come to a very important
                   decision in my life. I want out.

      A great murmur of surprise sweeps around the room.      Ben
      looks at him proudly.

                                 VITTI
                   I'm going away for a while, but I
                   will respect the oath I took the
                   day I was made, and whatever I
                   know about anyone else's business,
                   I take with me to the grave. You
                   have my word.

      A negative buzz among the bosses.

                                 VITTI
                   As for my own organization, I know
                   Carlo Mangano would like to be the
                   new boss.

      Mangano smiles gratefully.

                                 MANGANO
                   Thank you, Paul.

                                 VITTI
                   That's why he betrayed Dominic and
                   me to our enemies and sent his own
                   man to kill me in Miami.

      Mangano is stunned.

                                 VITTI
                   But I leave it to my people to
                   deal with that and choose their
                   own boss. And even though it's my
                   right, I won't take revenge,
                   mostly because I'm in a good place
                   mentally and feeling good about me.

                                                         (CONTINUED)

                                                                  126.

109   CONTINUED:    (2)                                                  109

                                 ZELLO
                          (perplexed)
                   I don't know, Paul. I can see
                   where some people might have a
                   problem with this.

                                 VITTI
                   I realize that, so as an extra
                   token of good faith between us,
                   I've taken the liberty of writing
                   down everything I know and putting
                   it in a safe deposit box in case
                   anything happens to me or my
                   family.

      There's a long tense silence while the other bosses
      consider all this. Then, finally --

                                 ZELLO
                   I don't know what anybody else
                   thinks, but I say good luck and
                   God bless, Paul.

                                 BALDASSARE
                   Good luck, Paul. Salut.

      They all raise their glasses and toast Vitti.     Ben raises
      his glass to Vitti and drinks.

                                 BEN
                          (to Vitti)
                   Well done.

      Vitti smiles at him and drinks.

                                                        CUT TO:


110   EXT. PARKING LOT - MOMENTS LATER                                   110

      Ben and Vitti come out of the building and cross to the
      car. Jelly is waiting, Iron Mike has the MOTOR RUNNING,
      and Jimmy is in the front seat with him.

                                 VITTI
                   Let's move.

      Sindone and Mangano come out with guns drawn, flanked by
      two wise guys.

                                 SINDONE
                   Vitti!

                                                        (CONTINUED)

                                                                127.

110   CONTINUED:                                                       110

      Vitti and his crew turn and face Sindone and Mangano
      across the parking lot.

                                 VITTI
                   I don't want to do this, Primo.

                                 SINDONE
                   You don't want to do this? That's
                   fuckin' rich. What did you think,
                   you could just quit and walk away?
                   You think this is a fuckin' civil
                   service job? What are you, crazy?

                                 VITTI
                   Not anymore.
                          (to Mangano)
                   Hey, Carlo, tell me. You gonna
                   stab me in the back like the piece
                   of shit I always knew you were?

      Mangano stares at him, cold and hard.

                                 MANGANO
                   I'm not gonna stab you in the
                   back, Paul. I want to see your
                   face when I do it.

                                 VITTI
                   I don't think so.
                          (calls out)
                   Mo-Mo!

      Mo-Mo stands up from behind a car pointing a shotgun at
      Mangano and Sindone.

                                 VITTI
                   Bigs!

      Johnny Bigs steps out from behind a shed holding an
      assault rifle.

                                 VITTI
                   Eddie!

      The back of a van opens to reveal Eddie "Cokes" and Tuna
      manning a military air-cooled machine gun on a tripod.

                                 VITTI
                   It's over, Primo. Now get the
                   fuck outta here.

      Sindone glares at him, then lowers his gun, turns, and
      starts to walk back into the building joined by Mangano
      and the soldiers.

                                                        (CONTINUED)

                                                                    128.

110    CONTINUED:    (2)                                                   110

       Vitti and Ben relax.

                                  BEN
                    Good thinking. I was going to
                    bring a machine gun but I don't
                    have one. Of course, we haven't
                    opened the wedding gifts yet.

       Suddenly, Sindone whirls and FIRES at Vitti.

       Ben staggers in front of Vitti and takes the bullet in
       the shoulder.

                                                          CUT TO:


111    INT. GARAGE - CONTINUOUS ACTION                                     111

       The assembled bosses hear the sound of GUNFIRE outside.
       Zello looks at Baldassare.

                                  ZELLO
                    Oh, shit.

       The bosses all jump up and run for the exits.

                                                          CUT TO:


112    EXT. PARKING LOT - SAME TIME                                        112

       As the GUN BATTLE CONTINUES, Sindone jumps into a car and
       tries to escape, but Eddie Cokes RIPS his car with the
       MACHINE GUN, stopping it dead.


113    OMITTED                                                             113


113A   GATES                                                               113A

       An NYPD armored assault vehicle bursts through the gates.
       Police cruisers and SWAT vans come racing up to the scene,
       SIRENS SHRIEKING.

       Then, from out of the sky, the FBI helicopter descends,
       blaring a warning.

                                  AGENT STEADMAN (V.O.)
                           (on a loudspeaker)
                    Drop your weapons and lie facedown
                    on the ground. I repeat. Drop
                    your weapons and lie facedown on
                    the ground.

                                                          CUT TO:

                                                              129.

114   EXT. ALLEY - CONTINUOUS ACTION                                 114

      Bosses and fat capos go running through the alleys and
      clambering over fences in their silk suits and expensive
      loafers.


115   EXT. PARKING LOT - CONTINUOUS ACTION                           115

      Agent Ricci, wearing a flak jacket and FBI baseball cap,
      has Sindone down on the ground with his foot on Primo's
      neck and a .45 aimed at his head.

                              AGENT RICCI
                       (screaming)
                Don't move! Don't you fucking
                move!

                               SINDONE
                Hey!   Take a pill, Robocop.

      Vitti is tending to Ben who is on the ground leaning
      against the side of the limo.

                              VITTI
                       (deeply moved)
                I can't believe it. You took a
                bullet for me. What doctor ever
                did that much for a patient? I'll
                never forget that.

                              BEN
                Paul -- I tripped.

                             VITTI
                Yeah. You tripped over your
                unconscious.

                                                    DISSOLVE TO:


116   EXT. FEDERAL PRISON - MANY WEEKS LATER                         116

      It's a beautiful summer day. Convicts are playing
      basketball and lounging in the yard.

                                                    CUT TO:


117   INT. PRISON LIBRARY - SAME TIME                                117

      Ben in a sport coat, and Vitti, in prison whites, are
      sitting around in a circle with several other convicts.
      DONNY, a heavyweight con with a shaved head and numerous
      tattoos is talking.

                                                    (CONTINUED)

                                                                  130.

117   CONTINUED:                                                         117

                                 DONNY
                   I don't think my mother really
                   listens when I talk. She never
                   listened.

                                 VITTI
                   And how does that make you feel?

                                 DONNY
                   It makes me feel angry.

                                 VITTI
                   I'll bet you feel hurt, too, don't
                   you?

                                 DONNY
                          (suddenly vulnerable)
                   Yes, I do.

                                 BEN
                   Paul, what would you say about
                   what Donny's feeling?

                                 VITTI
                   Donny, when you're thirsty, you
                   don't go to the wall -- you go to
                   the well. You know what I'm
                   saying? Your mother may never be
                   able to listen to you, but you
                   have friends here who will.
                   Okay?

      Ben is proud of Vitti's new sensitivity.

                                 BEN
                   And be patient, Donny. Most
                   people's problems take months,
                   sometimes years to resolve.

                                 DONNY
                   I'm doing twenty-five to life.

                                 BEN
                   That should be plenty of time.

                                                        CUT TO:


118   INT. PRISON CORRIDOR - LATER                                       118

      Ben and Vitti have just left the therapy group.

                                                        (CONTINUED)

                                                                 131.

118   CONTINUED:                                                        118

                                 BEN
                   You know they found Primo Sindone
                   dead in a field near LaGuardia.

                                 VITTI
                   I heard.
                          (off Ben's look)
                   I had nothing to do with it.
                   There were guys lined up from
                   Canarsie to Atlantic City who
                   wanted to whack that bastard.

                                 BEN
                   Okay, just checking.

                                 VITTI
                   You know, Doc, I don't think I
                   ever thanked you properly for
                   curing me.

                                 BEN
                   We don't say 'cured.' We say you
                   had a 'corrective emotional
                   experience.'

                                 VITTI
                   You, you, you're very good.

                                  BEN
                           (pointing)
                   No.   You. You.

                                                       CUT TO:


119   OMITTED                                                           119


120   EXT. SOBOL BACK YARD - NIGHT                                      120

      Ben and Laura are dancing in the yard. Paper lanterns are
      hung here and there. A bottle of champagne sits open on
      the table. A great TONY BENNETT SONG can be heard playing.

                                  BEN
                   Happy?

                                 LAURA
                   I just can't get used to it.

                                  BEN
                   What?

                                                       (CONTINUED)

                                                                132.

120   CONTINUED:                                                       120

                                 LAURA
                   It's been three weeks since the
                   last time you were kidnapped. I
                   don't know if I can adjust.

      They kiss as the SONG ENDS.    Ben turns and speaks to
      someone O.S.

                                 BEN
                   What do you say, Tony?   One more?

      TONY BENNETT and his trio are set up on the back porch.

                                 TONY BENNETT
                   Whatever you want, Dr. Sobol. My
                   friend told me to stay as long as
                   you wanted me. What do you want
                   to hear, Mrs. Sobol?

                                 LAURA
                   Your choice, Tony.

                                 TONY BENNETT
                   I was hoping you'd say that.
                          (quietly, to trio)
                   'World on a String,' fellas.

      Tony sings "I've Got the World on a String" as Ben and
      Laura continue to dance. The CAMERA PANS UP and we see
      Michael smiling and shooting video from his bedroom
      window, then the CAMERA PANS UP TO a starry sky, and we...


                                                        FADE OUT.




                                 THE END