THE BROTHERS BLOOM



                             Written by

                            Rian Johnson





1   EXT. DIRT ROAD - SUNRISE                                      1

    Dawn with her rose-red fingers rises over a dusty country
    road. A car chugs over the horizon.

                        NARRATOR
              As far as con man stories go,
              I think I've heard them all.
              Of grifters, ropers, faro fixers,
              tales drawn long and tall.
              But if one bears a bookmark in
              the confidence man's tome,
              twould be that of Penelope,
              and of the brothers Bloom.


2   EXT. COUNTRY HOUSE - MORNING                                  2

    The car deposits two shabby boys (10 & 13) in front of a
    country house.

    Both in black.   Each with a suitcase.

                        NARRATOR
              At ten and thirteen Bloom and
              Stephen (the younger and the old)


3   INT. KITCHEN (FLASHBACK)                                      3

    The two brothers and an oafish FOSTER FATHER sit eating
    breakfast.

                        NARRATOR
              had been through several foster
              families.

    The FOSTER FATHER slaps Bloom upside the head. Stephen
    LAUNCHES across the table, tackling the dad and beating the
    crap out of him.

                        NARRATOR (cont'd)
              Thirty eight, all told.


4   INT. CHILD WELFARE OFFICE - DAY                               4

    CLOSE ON - A CHILD WELFARE FILE COVER

    "Bloom" stamped on it. It opens, and dozens of reports flip
    by. Under the "REASON FOR RETURN OF MINORS" field we catch
    different entries: "BEHAVIOR INAPPROPRIATE", "UNMANAGEABLE",
    "MOLESTED CAT", "SOLD OUR FURNITURE", "CAUSED FLOODING".



                                                               2

4   CONTINUED:                                                  4


                           NARRATOR
                 Mischief moved them on in life, and
                 moving kept them close.


5   EXT. COUNTRY HOUSE PORCH                                     5

    The brothers on the porch, suitcases in hand.

                           NARRATOR
                 For Bloom had Stephen, Stephen
                 Bloom, and both had more than most.

    The front door opens, and a pair of FOSTER PARENTS eye the
    brothers suspiciously.


6   EXT. SMALL TOWN SQUARE - LATER THAT DAY                      6

    A wide dusty Main Street, which the two brothers survey.

                           NARRATOR
                 Another home, another main street.
                 Stephen looked around,
                 then summed the burgh up thusly:

                           STEPHEN
                 Bloom, we've hit a one hat town.

                           NARRATOR
                 One theater. One car wash. One
                 cafe. One park. One cat. Which,
                 through some mishap, had one leg.

    The cat sits on a roller skate, rowing itself down the street
    with its one leg.

                           STEPHEN
                 Sweet Jesus. Look at that.


7   EXT. SCHOOL - DAY                                            7

    A group of children flee the school joyfully.

                           NARRATOR
                 One school, which meant one tight-
                 knit group of local well-off kids.

                                                                 3
  




8    EXT. CANDY SHOP                                                 8

     The children run out of the candy store, all slurping Rocket
     Pops.

                           NARRATOR
                 Their pocket-change bought rocket
                 pops,


9    INT. CANDY SHOP                                                 9

     The brothers at the counter. Bloom watches the children go,
     while Stephen counts out pennies.

                           NARRATOR
                 The brothers,

     Stephen slaps the change down angrily and points with a
     scowl.

                           STEPHEN
                 Pixie Stix.


10   EXT. PARK                                                   10

     The children play, resplendent with their Rocket Pops.

                           NARRATOR
                 They were the `they'. All well
                 loved, rooted, happy as you please.

     Bloom and Stephen sit off to the side of the park, none too
     happy nursing their Pixie Stix.

                           NARRATOR (cont'd)
                 Always there. In every town.

     Stephen glares, flicks the Stix away like a cigarette.

                           STEPHEN
                 The playground bourgeoisies.

     He storms off.    Bloom lingers, staring silently at the
     children.

                                                                  4
   




11   EXT. FOREST                                                  11

     The brothers amble down a wooded path.     Bloom stops, staring
     into the trees.

     Through the dense thicket of foliage... the children playing.
     And one gleaming eye framed perfectly through a small open
     patch in the leaves.

     Bloom pushes the leaves aside. A girl. Golden curls.
     Summer dress. Standing in the distance on a wide lawn.

     Bloom gazes.    Stephen places his hand on Bloom's back.


12   EXT. PARK - CONTINUOUS                                       12

     Bloom stumbles from the trees (very much as if he's been
     shoved) and regains his footing and freezes, not shielded at
     all now from the playing kids and the girl.

                         NARRATOR
               Could he simply

                         STEPHEN (O.S.)
               Talk to her!

                         NARRATOR
               Just drop his fears and go? Leave
               his brother in the woods, and join
               the children?

     The girl makes eye contact, twisting a daisy chain between
     her tiny fingers. Bloom's adam apple convulses.

     He turns tail and runs back into the woods.

                            NARRATOR (cont'd)
               No.


13   INT. BEDROOM - NIGHT                                         13

     Brothers in bed. Bloom gazes window-ward. Stephen gazes Bloom-
     wise, shuffling a pack of cards.

                         BLOOM
               What's doing?

                            STEPHEN
               What?



                                                                   5
    
13   CONTINUED:                                                    13


                            BLOOM
                  You shuffle when you're thinking
                  something through. So whatcha
                  thinking?

                            STEPHEN
                  Not a thing.

                            NARRATOR
                  This wasn't really true.
                  Cause in the root of Stephen's
                  psyche, something now began.
                  A seed of grand epiphany. A hook.
                  A tale.


14   EXT. WOODS - DAY                                                14

                            STEPHEN
                  A plan.

     Stephen spreads out a hand-drawn flowchart on a stump, and
     talks Bloom through it.

                            NARRATOR
                  A fiction made for profit, in which
                  both boys played a part.
                  A simple con in fifteen steps.

                            STEPHEN
                  And this is where we start.

     Stephen runs his finger backwards down the connected boxes,
     each neatly numbered, stopping at #1.... "Bloom Talks To
     Girl"


15   EXT. PARK - DAY                                                 15

     Children and the gold haired Girl playing.      The wall of
     foliage where the forest begins shimmers.

                            NARRATOR
                  And then, as if a curtain had been
                  pulled back from the sky...
                  Some barrier within the younger
                  Bloom was broken.

     Bloom bursts through the trees and strides across the wide
     lawn, confident, glowing, stopping face to golden face with
     the girl.


   

                                                                  6
   
15   CONTINUED:                                                   15


                            BLOOM
                  Hi.

     They talk.    They run.   They laugh.   They play.

                            NARRATOR
                  So Bloom performed his role in
                  Stephen's story to a T.

     BOX #2 on the flowchart - "Bloom wins the kids' trust"


16   EXT. TOWN SQUARE                                             16

     Bloom does indeed, sitting and laughing with a circle of
     kids, suddenly a natural born charmer.

                            NARRATOR
                  And being who he wasn't, could be
                  as he wished to be.

     The Golden Girl smiles at him.

     From the shadows of an adjacent alley, Stephen watches,
     pleased. He slinks away.

     SERIES OF SHOTS-


17   EXT. CAVE - DAY                                              17

     BOX #3 - "Stephen finds a cave" dissolves to Stephen scouting
     out a cave deep in the woods.


18   EXT. PARK - DAY                                              18

     In the park, Bloom runs with the kids, laughing.


19   INT. HARDWARE STORE - DAY                                    19

     BOX #5 - "Stephen buys supplies" dissolves to: Stephen in a
     hardware store, pointing. A flashlight, snow boots and
     several large coolers are purchased.


20   EXT. PARK - DAY                                              20

     Back in the park, Bloom says goodnight to the kids and walks
     homeward in the warm twilight.

                                                               7





21   INT. CHURCH - DAY                                            21

     BOX #8 - "Stephen scouts church" dissolves to: Stephen's
     eyes poke up from behind a pew in a church. He manages to
     look devious as he snags a SUNDAY SCHOOL SCHEDULE.


22   INT. BEDROOM - NIGHT                                         22

     Bloom enters, hears running water from the bathroom. He
     glimpses down at the flowchart on the bed, scanning down to:

     Box #10 - "Bloom comes home to find Stephen filling the
     coolers"

     Stephen backs out of the bathroom trolling a heavy cooler.

                         STEPHEN
               Oh - kay. How's it going on the
               playground front?

                         BLOOM
               It's great.

                         STEPHEN
               So, on to step eleven, then.   The
               Tale. You tell them -

                            BLOOM
               Wait...

     Bloom's lip quivers, obviously conflicted.

                         NARRATOR
               Must the numbers rattle on?    Must
               the fiction end?

                         BLOOM
               I think I need more time to win
               their-

                          STEPHEN
               Bloom. They're not your friends.
               They're part of this, and this aint
               real. Remember, it's a con.
               And when it's done, we've just got
               us. And we'll be moving on.
                   (beat)
               So, the tale. You tell them
               there's a

                                                               8





23   EXT. PARK - DAY                                           23

     Bloom holds court with the kids.

                            BLOOM
                  hermit in the woods. A one eyed,
                  steel toothed vagabond...


24   INT. ATTIC                                                24

     Back to Bloom and Stephen in the attic

                            BLOOM
                  ...with blood red eyes?

                             STEPHEN
                      (nods)
                  That's good. He stopped you coming
                  home from school...


25   EXT. PARK - DAY                                           25

                            BLOOM
                  ...and told me of a cave.

                            GIRL
                  What kind of cave?

                            BLOOM
                  A cave of wonders.

                              BOY
                  Pffft ha.

                            GIRL
                  Shut up, Dave.

                            BLOOM
                  At noon on every Sunday, there
                  appears a ball of light, which
                  flutters like a butterfly...

                            GIRL
                  A will-o-whisp?

                            BLOOM
                  That's right. It guides you

                                                               9





26   INT. ATTIC                                                26

                            STEPHEN
                  ...if you can keep up...


27   EXT. PARK                                                 27

                            BLOOM
                  ...to where the treasures lay.

                            BOY
                  So where's this cave?

                            GIRL
                  Yeah, where?


28   INT. ATTIC                                                28

                            STEPHEN
                  Ah-hah. The hermit didn't say.
                  He got this greedy glinting look,
                  the filthy red-eyed leech... and
                  said he'd tell for thirty bucks.

     Something in Bloom's face falls.


29   EXT. PARK                                                 29

     The girl's bright, trusting face looking at him. A moment of
     silence. Then, triumphant, an excited boy leaps to his feet.

                            EXCITED BOY
                  Well that's just two bucks each!

     The kids all rejoice, and fist-fulls of dollars are thrust at
     Bloom. He looks almost crestfallen as his eye catches the
     girl's joyful gaze.

                            NARRATOR
                  So Sunday came...


30   EXT. WOODS                                                30

     Children in their bright Sunday clothes run through the dark
     woods, led by Bloom.





                                                                10
  
30   CONTINUED:                                                  30


                            NARRATOR
                  ...and straight from church, into
                  the woods Bloom led.


31   INT. CAVE                                                    31

     In the dim light of a cave, Stephen overturns the coolers of
     water and retreats into shadow. A flood soaks into the dirt
     floor, as outside the mouth of the cave the group of panting
     children come into sight.

                            NARRATOR
                  They stopped. Their hearts leapt.
                  There it was.


32   EXT. CAVE                                                    32

     The children look at the craggy mouth of a forboding cave.

                            GIRL
                  Just like the hermit said!

     Deep in the cave's dark maw, a spark of light.

     The children gasp collectively.    The Girl grabs Bloom's arm.

     Bloom stares, transfixed as any of them.

     The spark becomes a glowing, fluttering point of light, which
     hangs in the mouth of the cave for a tantalizing moment, then
     recedes deeper into the gloom.

     With a cry the children, Bloom included, dash into the cave.


33   INT. CAVE                                                    33

     The light glows just around the next corner... the children
     run after it, slipping in the mud, laughing, turning the
     corner...

     And the light glows just around the next corner. They
     scramble, they slip and slide, they can't catch the light,
     but they're all having the time of their lives.

     Bloom included.    Holding the girl's hand, laughing, eyes full
     of wonder.






                                                                11
  
33   CONTINUED:                                                  33


                            NARRATOR
                  For just one moment, Bloom forgot
                  himself and ran too fast.

     He puts on a burst of speed, gets ahead of the crowd.

                            NARRATOR (cont'd)
                  He'd catch the light and find the
                  treasure...

     Turning a corner, he (alone) sees the rather tawdry image of
     Stephen, flashlight in hand, shooing him back as he turns the
     next corner.

     Bloom stops running.

                            NARRATOR (cont'd)
                  But the moment passed.

     The other kids and the girl pass him, but Bloom stands dead
     still, a strange expression on his face.

     The girl turns back towards him, still running, and holds out
     her hand for him to follow.

     But he doesn't.    He stays behind, and is soon left alone.


34   EXT. PLAYGROUND                                               34

                            NARRATOR
                  They didn't catch the will-o-wisp,
                  but didn't really care.

     The muddied children walk home, laughing, while Bloom leans
     against a lamppost. Stephen appears behind him, counting
     their money.

                            STEPHEN
                  It seems to me that in the end, the
                  perfect con is where
                  each one involved gets just the
                  thing they wanted.

                            BLOOM
                  Yeah I guess so.

                             NARRATOR
                  Our fledgling thieves were
                  satisfied.

                                                                12
  




35   EXT. FOSTER HOUSE - DAY                                      35

     A front door opens, revealing a porch-full of 30 angry
     parents holding 15 muddied kids by their ears.

                          NARRATOR
                The children's parents, less so.

     The Foster Parents exchange a glance.

     QUICK SHOTS -

     Stephen is smacked.

     The wad of money is snatched from a grubby small hand by an
     angry big one.

     A telephone slams down.

     On a form, the field "Reason for return:" is filled with
     "Larceny."


36   INT. BEDROOM - DAY                                           36

     Two suitcases on a bed are snapped closed and pulled away.
     The bed sits solid and vacant in the dusty afternoon
     sunlight.

                          NARRATOR
                A bitter ending? Maybe. But
                there's sweetness in the mix.

     Beneath the bed, forgotten, a piece of paper.    On it, the con
     flow-chart. Numbered boxes.

                          NARRATOR (cont'd)
                The brothers Bloom had found their
                calling.

     One of the boxes... number six...

                          NARRATOR (cont'd)
                As shown in number six.

     BOX #6:   "Cut % O'Henry's"

                          NARRATOR (cont'd)
                `Cut' meant to negotiate, `percent'
                percentage deal.

                                                              13





37   EXT. SMALL TOWN SQUARE - DAY                                 37

     Through a storefront window - rows of the children's muddy
     Sunday clothes hang, each tagged.

                         NARRATOR
               `O'Henry's' was the town's one dry
               clean shop.

     And striding out of the store beneath the `O'Henry's
     Cleaners' sign is Stephen, fifty dollars in hand, sucking a
     Rocket Pop. The OWNER leans out of the door, looking a
     little nervous. Stephen throws him back a salute.


38   EXT. BACK ALLEY - DAY                                        38

     Bloom sits against a wall, suitcases beside him. Boxes of
     Rocket Pops, and one in each fist. Stephen plops down beside
     him.

                         STEPHEN
               So how's it feel?

     Bloom's eye catches the children, and the girl, playing in
     the distance.

                         NARRATOR
               In truth, young Bloom won't know
               for twenty years just how he felt.

     HONK! A `Child Welfare' car waiting out on the street.    The
     brothers pick themselves up.

                         NARRATOR (cont'd)
               And so, we'll skip ahead now in our
               story.

     Stephen tosses his Rocket Pop.

                         STEPHEN
               Let `em melt.

     The con man team of the brothers Bloom, suitcases in hand,
     strides down the alleyway.

     Stephen in front.






                                                               14
 
38   CONTINUED:                                                 38


     Bloom a few steps behind, stealing one last glance back at
     the children playing in the sun.

                                                        CUT TO:


39   OPENING CREDITS                                              39

                                                        CUT TO:


40   INT. LIBRARY - NIGHT                                         40

     Flames spread over a wall of bookshelves.

     TITLE CARD:    BERLIN, 25 YEARS LATER

     A YOUNG MAN in a nice suit and bowler hat steps in front of
     the flaming books.

                            YOUNG MAN
                  He gets the scarab, you get the
                  money, I get the girl... so in the
                  end, everyone gets everything he
                  wants.

     Three gunshots, two bloody holes in the nice suit and the
     young man folds to the ground.

     A sweaty man named CHARLESTON (40s) lowers his gun, while
     behind him the rest of the library roars in flames.

                            VOICE (O.S.)
                  Wha - Charleston, what - oh my god
                  are you... oh god he's dead,
                  Victor's dead... you've killed us!
                  We had it he was right it was all
                  in the bag and now we're dead, why?
                  Why, you stupid son of a bitch?

     The owner of the voice, a MAN a bit younger than Charleston
     in a derby cap, snatches the gun away and slaps Charleston
     hard.






                                                               15
 
40   CONTINUED:                                                 40


                             CHARLESTON
                  Cause the Turk was right. After
                  seeing her, after that night on the
                  airstrip, after Cairo everything
                  changed, and he couldn't see the
                  play through that one milky eye,
                  but the Turk was right about one
                  thing, that there's nothing
                  beautiful about money. She's
                  beautiful.

                            MCGUIRE
                  This isn't happening...

                            CHARLESTON
                  He'll never have her now. She's
                  free. And I'll never see her in
                  scarlet again, her chestnut hair,
                  but it's worth the money and my job
                  and his life and the rest of my
                  life that she's free.

                            MCGUIRE
                  Charleston. I can't be here...

                            CHARLESTON
                  You're not here. Neither of us
                  are. It's Mowcher's gun.

                            MCGUIRE
                  Mowcher is at the bottom of the
                  Spree with a cowl in his neck!

     Charleston gets to his feet.

                            CHARLESTON
                  They won't find him for a week, and
                  the Albino will chalk it up to
                  Davey, he won't talk. We're clean.

                            MCGUIRE
                  Listen to you - four months ago you
                  were an investment banker! Now
                  you're nothing. The Scarab's lost.
                  The money's gone. It'll rot in the
                  Peruvian earth. It's gone.

     Charleston limps to the flaming doorway.






                                                              16

40   CONTINUED: (2)                                            40


                         CHARLESTON
               The man named Charleston you met
               nine months and a thousand years
               ago at the hotel bar in Jodhpur is
               dead. If we see each other again
               it'll be as strangers. As for the
               money... let it rot.

     He exits, leaving McGuire stooped beside the crumpled form of
     Victor. A long beat. The distant roar of an engine, tires
     squealing.

     Then through the smoky doorway steps a beautiful ASIAN WOMAN,
     early 20s. She gives a nearly imperceptible nod.

                         MCGUIRE
               Wow.

     He pats Victor, who sits up, spitting blood. McGuire looks
     to Victor and the woman for a reaction. Gets none.

                         MCGUIRE (cont'd)
               Wow is the word you're both looking
               for. Wow.

     The Asian woman nods slightly.

                         VICTOR
                   (un-wowishly)
               You're a genius, Stephen.

     For McGuire is, of course, Stephen.

                         STEPHEN
               We're a genius, Bloom.

     Just as Victor is, indeed, Bloom.   He spits.

                         BLOOM
               Tastes like tin foil.

                         STEPHEN
               So does real blood. Buy you a
               drink.

     Stephen escorts the Asian woman out, while Bloom wipes his
     lip.

                                                              17





41   EXT. HOUSE - PRE-DAWN                                       41

     A stately house in the middle of nowhere, on fire. Stephen
     holds the door of a car open, while Bloom steps from the
     flaming house.

                         STEPHEN
               "Four months and a thousand years
               ago." That's Kipling, isn't it?
               He stole that from Kipling.

                           BLOOM
               No.


42   EXT. BERLIN - PRE-DAWN                                      42

     Hazy light over the sprawling city.


43   INT. DEUTCH MARK                                            43

     A low, cozy basement level bar. A dozen people crowd it, all
     expectant in a surprise-party type way.

     A TURKISH GENTLEMAN in a white linen suit and eye patch
     raises his drink when Bloom, Stephen and the woman enter.

                         THE TURK
               Make way, make room for the
               brothers Bloom!

     The bar bursts into cheers.


44   INT. DEUTCH MARK - LATER                                    44

     A DWARF dances on the bar. Stephen plays cards with the
     Turk, an ALBINO and a small crowd of character types.

                         THE TURK
               Nine months, six countries, three
               faked deaths, for one mark. You're
               a beautiful antique, my friend.

     They clink glasses.

                           ALL
               Proust.





                                                                    18
      
44   CONTINUED:                                                      44


                            THE TURK
                  One thing baffles me. The entire
                  con would have fallen apart if
                  Charleston had walked away. How did
                  you know he'd pull the trigger?

     Stephen riffle shuffles a pack of cards.

                            STEPHEN
                  Just think of any card.    Got one?

     Stephen cuts the deck randomly - 2 of spades.

                               THE TURK
                  No.

     Stephen shrugs.

                            STEPHEN
                  But if I do it enough, eventually
                  it'll work on someone. And then
                  it'll be the best card trick in the
                  world.

     Wink. The dwarf slips, plummets from the bar. Stephen kicks
     a chair across the room, into which he lands with a crunch.

                               STEPHEN (cont'd)
                  Ante up.

                            THE TURK
                  It's true you never work with the
                  same crew twice?

                            STEPHEN
                  That's true.

                               THE TURK
                  Well shit.     Except for the uh, for
                  her?

                            STEPHEN
                  La Chinoise?

                               THE TURK
                  Yeah.

     Back at the bar - the Asian woman.       The CHINK.   Being hit on
     by a weasly ROMANIAN.

                            ROMANIAN
                  Yeah, I'm pretty big into anime.

  

                                                               19
 
44   CONTINUED: (2)                                             44


     She almost imperceptibly rolls her eyes.

                         STEPHEN
               Our fifth Beatle. She knows the
               ins and the outs, and so far as I
               can tell, speaks three words of
               English.

     She taps on the bar.

                            THE CHINK
               Jameson.

                            BARTENDER
               Ice?

     She says `no' with a look.

                         THE ALBINO
               So she's with you and Bloom till
               the end.

                         STEPHEN
               Just till the wind changes.

     Stephen makes a gun with his finger and shoots at the Chink.

     She flicks a champaign flute to make a `DING!' and mimes the
     bullet bouncing off her.

                         THE TURK
               Where is Bloom?

     In the corner of the bar, in a private booth with drawn
     velvet curtains, Bloom sits alone playing solitaire. Stuck
     with a queen of hearts he can't play.

     A beautiful woman in scarlet with auburn hair pokes her face
     through the curtains.

                         ROSE
               There you are. Hiding?

                            BLOOM
               Yeah.

                         ROSE
               I've been learning.      Stephen likes
               to talk about you.

                         BLOOM
               Did he tell you the cave story?



                                                              20

44   CONTINUED: (3)                                            44


                         ROSE
               Is it true?

                         BLOOM
               What else did he tell you?

                         ROSE
               I'm not going to tell it as good as
               Stephen. You two kicked around
               till your early teens, then stowed
               away on a merchant marine freighter
               and ended up in St. Petersburg,
               where you spent five years under
               the tutelage of a shadowy old
               swindler named the Diamond Dog.
               And he was your Fagin and Stephen
               was his Artful Dodger, but it ended
               suddenly and badly.

                         BLOOM
               Stephen took his eye out with an
               antique rapier.

                         ROSE
               Why did he do that?

                         BLOOM
               And then the Brothers Bloom lit out
               on their own to make their fortune
               as gentleman thieves. Sounds
               romantic.

                          ROSE
               It does.

     She pushes the cards aside and slides clumsily onto the
     table, her face inches from Bloom's, eyes closed, expecting a
     kiss.

     Bloom's eyes stay open.

                         BLOOM
               You want to know how Stephen did
               it? With Charleston?

                         ROSE
               It's not the first thing on my
               mind.

                                                              21





45   INT. LIBRARY - NIGHT (FLASHBACK)                          45

     A replay of Bloom in front of the flaming bookshelf.

                         BLOOM (O.S.)
               He positioned me in the same spot
               where, seven years ago,
               Charleston's wife stood and told
               him she was leaving.

     The room transforms, becomes daylit, not on fire, seven years
     ago, a WIFE standing in Bloom's place.

                         BLOOM (O.S.) (cont'd)
               He chose my outfit to mirror her
               suit.

     Sure enough, the colors and shape of Bloom's suit matches the
     Wife's outfit.

                         BLOOM (O.S.) (cont'd)
               He even phonetically matched my
               final words to hers.

                         WIFE
               This is the end. Charelston, you've
               always been a dunce.

     Everything snaps back to Bloom in the flaming room.

                         BLOOM (IN FLASHBACK)
               So in the end, everyone gets
               everything he wants.

     BANG.


46   INT. DEUTCH MARK                                          46

                         BLOOM
               That's what he does, he writes his
               cons the way dead Russians write
               novels, with thematic arcs and
               imbedded symbolism and shit. And
               he wrote me as a vulnerable anti-
               hero. And that's why you think you
               want to kiss me. It's a con.

     He leaves Rose lying on the table and sweeps through the bar
     towards the exit, passing Stephen.




                                                                   22
     
46   CONTINUED:                                                     46


                            BLOOM (cont'd)
                  I need air.

                            STEPHEN
                  Who doesn't?
                      (plays a card)
                  That's the big 2.


47   EXT. BERLIN STREET - EARLY MORNING                               47

     Bloom stumbles up stone steps to street level.      A THOUSAND
     YEAR OLD MAN sweeps up across the square.

     Bloom sits wearily on the curb, bowler hat in hand, shirt
     bright red with fake blood, face long as hell.

     Putting the broom aside a moment, the old man walks painfully
     across the street to Bloom. Standing nearly toe to toe with
     him, the man pulls a huge joyful smile across his grizzled
     face.

     He then smears his hand over his mug, pulling the smile off
     his face and rubbing it on Bloom's mouth. When he takes his
     hand away, Bloom plays along and has the same big joyful
     smile. The old man winks at him and walks back to his broom.

     As soon as the old man is away, Bloom drops the smile.

     Stephen paces out into the street.

                            STEPHEN
                  We missed the sunrise.    That
                  would've been nice.

     They walk across the street to the Tiergarten.


48   EXT. TIERGARTEN - EARLY MORNING                                  48

     Berlin's Central Park and zoo, dead and brown. The brothers
     stroll through the woods, Stephen a few steps ahead, Bloom
     trailing behind, lost in thought.

     Camel heads poke over a wall with `Kamelhaus' painted on it.
     Stephen throws open the wall's gate.

                            STEPHEN
                      (to camels)
                  Back to the swamps!

     The camels are unimpressed.       Bloom slouches into a bench.

 

                                                               23
 
48   CONTINUED:                                                 48


     Stephen shows the deck of cards to Bloom, who nods. Stephen
     cuts the deck, shows him a card. Bloom shakes his head, no.

                            STEPHEN (cont'd)
                  At least you're honest.

     Bloom stares into space.

                            STEPHEN (cont'd)
                  Alright, let's do this. Let's just
                  get it done. So first you say `I'm
                  quitting, Stephen. I'm out.' Then
                  I say...

                            BLOOM
                  `Do we have to go through this
                  again.'

                            STEPHEN
                  Then you make a show of putting on
                  your jacket and say `no I mean it
                  this time Stephen, this time I'm
                  really out.'

                            BLOOM
                  Then you say `let's have a drink,
                  and in the morning Bloom you'll
                  have come to your senses'

     Stephen pulls a flask, unscrews it.

                            STEPHEN
                      (re: Bloom's bright red
                       blood stain)
                  That's a major design flaw in fake
                  blood, by the way.

                            BLOOM
                  `and we'll be moving on.'

                            STEPHEN
                  Real blood turns brown after a half
                  hour.

                            BLOOM
                  Listen to me, Stephen.

                            STEPHEN
                  This scotch costs more than your
                  suit.





                                                             24
                                                      26/11/06.
48   CONTINUED: (2)                                           48


                         BLOOM
               Listen to me.

                         STEPHEN
               And the flask stopped a bullet from
               a black powder rifle at Appomattox.

                         BLOOM
               Listen.

     Bloom bats the flask away. A camel catches it, tips its
     camel neck back and gulps it down.

                         STEPHEN
               That's my new favorite camel.

                         BLOOM
               I hate you. I hate this life, I
               hate it, I hate that you won't
               fucking listen to me for one
               goddamn second. Just listen.

     Stephen listens.

                         BLOOM (cont'd)
               I can't wake up next to another
               stranger, who thinks they know me,
               or even wants to know me, cause I
               don't know - who - I'm thirty five
               years old, and I, I'm useless, I'm
               crippled, I don't, I've only ever
               lived life through these roles that
               aren't me, that are written for me
               by you.

                         STEPHEN
               Tell me what you want.

                         BLOOM
               Why? So you can write me a role in
               a story where I get it? You're not
               listening to me. I want a real...
               thing, I wanna do things how I
               don't know are gonna work out, a,
               I, want, a...

                         STEPHEN
                   (sotto)
               You want an unwritten life.




                                                           (MORE)

                                                                25
  
48   CONTINUED: (3)                                              48


                            BLOOM
                  I want an unwritten life!
                      (realizes Stephen just
                       wrote that line for him)
                  Aauuugghh god!

     The camel belches.    Bloom makes a show of putting on his
     jacket.

                            BLOOM (cont'd)
                  I'm going away. Somewhere you or
                  even the Chink won't be able to
                  track me down, so don't try. No
                  more stories.

     Bloom tosses Stephen the bowler, and storms off.    He gets
     about ten feet, then hesitates.

                            BLOOM (cont'd)
                  I love you. Bye.

     Then goes.

     The camel nudges Stephen's jacket, looking for more scotch.
     Stephen puts the bowler on its camel head.

                               STEPHEN
                  Sorry bud.     I'm dry.

     Stephen watches his brother walk off into the rising morning
     mist, lost in thought.

     His hands mechanically begin shuffling the pack of cards.

     FADE OUT

     FADE IN:


49   EXT. ITALIAN COUNTRYSIDE - DAY                                49

     Beautiful green hills surround the walled medieval city of
     Ferentino.

     TITLE CARD:    Ferentino, Italy - 3 months later.

     A tiny red car inches its way across the countryside. It
     winds its way up and deeper into the city on the hill.

                                                                26
  




50   EXT. FERENTINO APARTMENT - DAY                                50

     The tiny stone porch outside a private apartment.   The red
     car's bumper pulls up, parks.

     On a small wood table, empty booze bottles and a loose pack
     of cards. Fingertips spread the cards, then the fingertips'
     owner heads for the apartment door.


51   INT. FERENTINO APARTMENT - DAY                                51

     Stephen steps in cautiously, surveys the apartment.

     A goddamn mess. Empty bottles and glasses, very little
     light. Stephen opens the curtains, light streams in the
     window. A groan of displeasure comes from the gloom.

     Bloom stirs, passed out in a hammock. Unkept beard, a few
     extra pounds. Crushed cigar hanging on his lip.

     A rotund GRANDMOTHER waddles in, cleaning up bottles and
     berating Bloom in a constant stream of angry Italian.

                         STEPHEN
               She's right, you know.

                         BLOOM
               Why are you here, Stephen?

                         STEPHEN
               Put on your face, let's eat.


52   EXT. FERENTINO APARTMENT - LATER                              52

     Stephen guides a dressed Bloom out the door. The grandmother
     follows them, still barking angry Italian at Bloom. At the
     last moment she says a few kind words, kisses him on the
     cheek and sends them off.


53   EXT. FERENTINO CAFE - DAY                                     53

     A few tables on a stone walkway overlooking the countryside.
     The red car parked nearby. Stephen eats, Bloom stares.

                         BLOOM
               How'd you find me?





                                                                    27
      
53   CONTINUED:                                                      53


                               STEPHEN
                  The Chink.

                            BLOOM
                  How'd the Chink find me?

     Stephen's eyes:       "Are you joking?"

                            STEPHEN
                  How've you been?

                               BLOOM
                  Great.

                            STEPHEN
                  I've done a lot of thinking the
                  past three months. You don't want
                  out. You think you do but you
                  don't. Here, c'mere. I want to
                  show you something.

                            BLOOM
                  I'm quits, Stephen.

     Stephen stands, strolls off.        Bloom wearily follows.

                            BLOOM (cont'd)
                  Where are we going?

                            STEPHEN
                  New Jersey.

                            BLOOM
                      (sighs)
                  Well lemme get my jacket.

                                                             CUT TO:


54   EXT. AN AIRPLANE ROARS RIGHT TO LEFT                              54

                                                             CUT TO:


55   EXT. LUDICROUS MANSION - AFTERNOON                                55

     A long private road through a tunnel of trees leads to a
     ludicrous mansion. Our trio watch it from the road.

                            BLOOM
                  Looks like an etching from a Bronte
                  novel.

  

                                                               28
 
55   CONTINUED:                                                 55


     Stephen flips open a first edition Jane Eyre. The
     illustration inside is in fact an exact match, right down to
     a plaster deer in the front yard.

                            BLOOM (cont'd)
                  Huh. Look at that. Well thanks.
                  I'm gonna head back to Italy.

                            STEPHEN
                  Big money. Inheritance. Dad died
                  early, Mom died two years ago after
                  ten years fighting an illness that
                  I can't pronounce.

                              BLOOM
                  How much?

     The Chink writes a number in the snow with a stick. Just
     when we think she's done, she adds several more zeros.

                              BLOOM (cont'd)
                  Jesus.

                              STEPHEN
                  Look out.

     Stephen pulls Bloom into the trees as a cherry red
     Lamborghini roars down the private road, does an unruly donut
     and crunches painfully into a tree, kicking up a cloud of
     dust and smoke.

     Thumping bass from the audio system turns off, and from the
     dust cloud emerges PENELOPE, early 30s, beautiful but in a
     non-Lamborghini way.

     Bloom watches her through the trees, none too happy.


56   EXT. THICKET - LATER                                        56

     Off to the side of the house. They lean on the hood of their
     rental car, an old school Cadillac.

     In the background, a tow truck arrives with a brand new
     Lamborghini, and leaves towing the old one.

                            BLOOM
                  What am I doing here, Stephen? I
                  have one rule, and you've never
                  even tested it.



 

                                                                   29
     
56   CONTINUED:                                                     56


                            STEPHEN
                  Stick with me.

                            BLOOM
                  No women. One rule. You know we
                  don't do women, I don't, and it's
                  not a morality thing or- a thing-
                  it's, whatever it is it doesn't
                  matter what it is, that's just our
                  rule. So what are we,
                      (RE: the rental car)
                  Did you rent a `78 Caddy?

     Stephen nods to the Chink.       Bloom nods appreciatively.

                            BLOOM (cont'd)
                  Controversial choice. So no, is
                  what I'm saying. I'm quits anyway.
                  I'll be in Italy. Drinking.

     The front door of the mansion slams, and they watch Penelope
     drag a harp around into the back yard.

                            STEPHEN
                  Penelope Stamp. Thirty three.
                  Lived at home her whole life.

     Bloom's eyes never leave Penelope.

                            BLOOM
                  An eccentric shut-in rich bitch.
                  You're not helping your case.

     The Chink silently hands Bloom a retractable spyglass, he
     watches Penelope drift atop a hill and sit on a stump.

                            STEPHEN
                  She's bored, a seed in the snow.
                  We're going to put her through a
                  grand adventure, bring her to life.

                            BLOOM
                  So this is the big plan. Lure me
                  back into things with some
                  beautiful intriguing elusive girl,
                  stir up old memories with the
                  prospect of redemption and rebirth.
                  Seriously Stephen. Amateur night.

     Bloom watches her play Clash songs on the harp.



   

                                                              30

56   CONTINUED: (2)                                            56


                         BLOOM (cont'd)
               I'm not saying yes. But what's the
               con?

     Stephen spreads a folded piece of paper on a tree stump, with
     a flowchart on it. Numbered boxes.

     Bloom doesn't take his spyglass off Penelope.

                         STEPHEN
               It's actually pretty simple. We're
               brothers, antique dealers, perusing
               the Americas for antiquities en
               route to someplace exciting via
               luxury steamer, say Greece. You
               tie into her and work your magic...

     Penelope plays on.


57   INT. HOTEL BAR - NIGHT                                    57

     Very late. Bloom and Stephen in armchairs, collars loosened,
     drinks drunk. The Chink's Chuck Taylors stick up over the
     back of a chair.

     Bloom holds the con flowchart.

                         STEPHEN
               ...and so that's how it ends, in
               Mexico, a burst of violence then a
               moment of truth on the beach. What
               do you think?

     Bloom idly looks over the chart.

                         BLOOM
               You've got something up your
               sleeve. This is about me, right?
               Somehow.

                         STEPHEN
               This might not be something you
               know, but they've all been about
               you. Maybe that's why they've none
               of them been perfect, I've never
               been able to give you what you
               really want.






                                                                31
  
57   CONTINUED:                                                  57


                            BLOOM
                  I want to be outta all this. So by
                  definition, this is not going to
                  give me what I want.

     Stephen answers by letting an ace fall from his sleeve.

                             BLOOM (cont'd)
                  This will be the last one.    You'll
                  let me go.

     The Chink's inert sneakers come to life and she's on her
     feet, silently going to Stephen's side.

                            STEPHEN
                  I will never approach you to do
                  another con again.
                      (to the Chink)
                  Let's make it a red Schwinn.

     Bloom stares at #1 on the flowchart - "BLOOM MEETS PENELOPE."


58   EXT. HILLTOP - MORNING                                      58

     A grumpy Bloom perched on the red Schwinn, an ill fitting
     Styrofoam helmet on his head.

     Stephen sits in a lawn chair watching the highway below.

     The Chink sets up a lawn umbrella, a chair for herself, and a
     cooler with Coronas.

                            BLOOM
                  There are less painful ways to cut
                  into a mark.

                            STEPHEN
                  Wahk wahk wahk wahk wahk wahk wahk.
                  Score to beat is 7.9. Keep your
                  head in the game, the Chinese judge
                  is tough.

                            BLOOM
                  This is a banana seat, man!

     He directs this to the Chink, who blinks with innocent
     incomprehension and opens two Coronas.

                            BLOOM (cont'd)
                  Don't give me that blank look, you
                  know what a fuckin banana seat is.

 

                                                                   32
     
58   CONTINUED:                                                     58


     Stephen spots something and blows a whistle.       With a grunt,
     Bloom launches the Schwinn forward.

     Gaining speed, bumping over weeds and gopher holes, down the
     steep steep hill.

     At the bottom of the hill, a two lane highway.      Cruising down
     the highway, a cherry red Lamborghini.

     Whose front right fender Bloom expertly smashes into.

                                                            CUT TO:


59   EXT. HIGHWAY / SKY - DAY                                         59

     Silent and blue. Time slows to a crawl as Bloom sails
     through the air, arcing over the Italian luxury car's hood
     and past a horrified Penelope, face frozen mid scream behind
     the wheel.

                            BLOOM (V.O.)
                  There's actually a knack to this.
                  You want to avoid dying or breaking
                  anything that won't grow back, but
                  you don't want to roll out of it
                  and come up roses. If you're
                  trying to fast track into a mark's
                  sympathies, there's nothing quite
                  as efficient as having your first
                  conversation be from a hospital bed
                  they put you in. I usually like to
                  try for a dislocated shoulder.

     Several things happen at once.

     Bloom hits the pavement shoulder-first, hard.      The bent bike
     follows suit.

     Up on the hill, Stephen and the Chink raise score cards.         8.9
     and 5.6.

     The Lamborghini screeches to a stop.

     Everything is still.

     Then the car jolts forward. Then stops. Then again, jolts
     and stops. Rolls forward a few feet, lazily drifting, then
     jolts and stops.

     Bloom painfully stands, as confused by the car's behavior as
     us.

 

                                                                33
  
59   CONTINUED:                                                  59


     Stephen and the Chink lower their cards, equally confused.

     One last long beat of silence, then the car jolts forward,
     veers drunkenly to the left, tips into a ditch and chunks to
     a stop. The horn blares.

     Bloom looks up to the hilltop for guidance.

     Stephen stares blankly.    The Chink raises a new score card -
     7.8.


60   INT. HOSPITAL ROOM - NIGHT                                   60

     Penelope sleeps, bruised and battered. Bloom sits bedside
     uncomfortably, arm in a wimpy sling. She stirs. Bloom leans
     forward.

     Slurred with sleep and drugs, she painfully barely breathes

                            PENELOPE
                  Are you alright?


61   INT. HOSPITAL HALLWAY - NIGHT                                61

     Bloom consults with Stephen and the Chink, both in scrubs.

                            STEPHEN
                  The Chink had it - I'm telling him,
                  I know, thank you - in her report,
                  I missed it. This is actually kind
                  of great, I'll tell you why.

     The Chink lights a cigarette.

                            BLOOM
                  You missed it?

                            STEPHEN
                  Dostoevsky was an epileptic.

                            BLOOM
                  I know.

                            STEPHEN
                  His seizures were preceded by an
                  enlightened euphoria, a sort of
                  opening of his spiritual eye.
                            (MORE)





                                                                    34
      
61   CONTINUED:                                                      61
                            STEPHEN (cont'd)
                  I think the fact that she saw your
                  face the instant before a seizure
                  is a pretty goddamn good foot to
                  start things out on, right?

     Bloom stares blankly.        The Chink burps into her stethoscope.


62   INT. HOSPITAL ROOM - NIGHT                                      62

     Bloom slumps in a chair, watching Penelope sleep.

                            BLOOM (V.O.)
                  The next step is to figure out a
                  way to insinuate yourself into
                  their personal life.

     Bloom drifts off, then wakes with a start.

     It is MORNING.     Penelope is shaking him.

                            PENELOPE
                  I think they took my car.     Could
                  you drive me home?

                                BLOOM
                  Uh.   Yeah.

     She walks away, the back of her gown wide open, then turns.

                            PENELOPE
                  I'm Penelope Stamp.

                                BLOOM
                  Bloom.


63   INT. CADILLAC - MORNING                                         63

     Bloom drives, Penelope gazes stiffly out the window.

                            BLOOM (V.O.)
                  Engagement. Find a connection with
                  your mark through conversation.

                            BLOOM (cont'd)
                  I'm sorry about your Lamborghini.

                                PENELOPE
                  S' ok.

     Silence. He notices her playing with the side mirror knob,
     angling it to stare at him while looking out the window.

  

                                                                      35
        
63   CONTINUED:                                                        63


                               BLOOM
                  Nice area.
                      (beat)
                  Jersey.

     More silence.

                            PENELOPE
                  This car is like riding in a huge
                  marshmallow.

     And still more silence.

                            BLOOM (V.O.)
                  Having now deftly set your hook in
                  the mark's psyche, this would be
                  the perfect time to tug the line,


64   EXT. LUDICROUS MANSION - MORNING                                  64

     They pull up in the car.          A tow truck is dropping off a new
     Lamborghini.

                            BLOOM (V.O.)
                  Get invited in for coffee, and tell
                  them the full tale.

     Bloom looks about to launch into something, when Penelope
     drops a stack of cash bound in a green rubber band on his
     dashboard.

                            PENELOPE
                  For the bike, and the whole, thing.
                  This was a big shit sandwich. Ok.
                  Bye.

     The car door slams and she's gone.         Bloom sits a moment.

                            BLOOM (V.O.)
                  However, there are advantages to
                  playing it cool. Letting it lie
                  for a day or two, then casually re-
                  establish contact.

     Bloom starts driving off, and adjusts the passenger side
     mirror so it points back to the road. As he does he sees
     Penelope in it, sprinting after his car.

     He stops.    A moment later she appears at his window, heaving.



    

                                                               36
 
64   CONTINUED:                                                 64


                            PENELOPE
                  I realized... I should have...
                  invited you in... for coffee...
                  right?


65   INT. PENELOPE'S KITCHEN - DAY                                65

     Bloom and Penelope sit in a luxurious stone-based kitchen,
     neither touching their coffee. Bloom talks.

     This is how Penelope listens: she starts with her eyes on
     Bloom, then very quickly drifts away into her own thoughts,
     then recognizes she's doing it and makes eye contact again
     and gives an overbaked "oh yes go on" smile/nod, then does it
     all again. Three or four times.

                            BLOOM
                  ...didn't really have anyone except
                  each other growing up, and our
                  father was in the antique business,
                  he had a shop in Charleston. So we
                  stuck together, my brother Stephen
                  and me, we and just took over the
                  shop when dad died. Then we
                  realized one day, we saw the
                  dealers who were finding and
                  selling us the antiques coming from
                  exotic countries all over the
                  world, and there was a, almost a
                  scent they had, when they'd come in
                  the dusty shop we worked nine to
                  five in since we were nineteen, the
                  air would, like before a rain, the
                  ions would line up, and you could
                  just smell midnight trains to Paris
                  and steamer ships and Calcutta
                  bazaars, and we made the decision,
                  we just did it, that we want to
                  have that sort of life. So we did,
                  and we've been travelling and
                  treasure hunting the world ever
                  since, and could you, I'm sorry,
                  stop doing - that, you're, I'm, ok.
                  Alright, look.

                            PENELOPE
                  I'm really bad at talking to
                  people.






                                                                   37
     
65   CONTINUED:                                                     65


                            BLOOM
                  I told you, that's alright.
                  You want me to go?

                             PENELOPE
                  No!   I want to talk to you.   Fuck.

     She storms out.


66   INT. PARLOR                                                     66

     Victorian, expensive. Penelope leans against the window,
     looking out. Sulking. Bloom enters.

                            BLOOM
                  So what kind of stuff do you do?

                             PENELOPE
                  Nothing.   Maybe you should go.

                            BLOOM
                  Alright. I'm just gonna finish my
                  coffee first.

     Very slowly, he sips it.     Each sip becomes a noisier and
     noisier slurp.

                            PENELOPE
                  I collect hobbies. I see someone
                  doing something I like, and I get
                  books and learn how to do it.

                             BLOOM
                  Hm.   Anything interesting?

                            PENELOPE
                  Not really.

     HOBBY MONTAGE

     In which Penelope demonstrates the following with exacting
     seriousness and skill for Bloom:

     Playing the piano.      The classical guitar.   The fiddle.   The
     banjo.

     Putting the finishing touches on a ship in a bottle.

     Executing a perfect ollie on a skateboard.



   

                                                                    38
      
66   CONTINUED:                                                      66


     Juggling various items.       Riding a unicycle.   Juggling while
     riding a unicycle.

     Playing ping-pong against a wall with ungodly speed.

     Karate chopping through too much wood.

     Breakdancing.

     Playing the accordion.

     Rapping to a drum machine.

     Creating a perfect origami dragon.

     END HOBBY MONTAGE

     On Bloom's shell-shock face.

                            BLOOM
                  Is that it?

                             PENELOPE
                  No.   I know a lot of stuff.

                            BLOOM
                  You just learned this stuff, here
                  by yourself?

                               PENELOPE
                  Kinda sad.

                            BLOOM
                  No. So you just thought, `so I
                  want to learn this and this,' and
                  you just did it? How do you plan
                  to use all these skills?

                            PENELOPE
                  I dunno. I'm not a planner. I
                  just do stuff. Here, look at this
                  watermelon. It's a camera. You
                  can make a pinhole camera out of
                  anything hollowish and dark.

                            BLOOM
                  It's gotta warp the image though,
                  right?




  

                                                              39

66   CONTINUED: (2)                                            66


                         PENELOPE
               No, yeah it does. That's what -
               the Taj Majal taken by a fat
               tourist with diarrhea and a point-
               and-shoot camera can be the
               flattest, dullest, "here's us at
               the Taj Majal," "Oh lovely lets go
               stick our thumbs up our asses"
               picture. But you can look at the
               most menial everyday thing, and
               depending on how your pinhole
               camera eats the light, it's warped
               and peculiar and imperfect. It's
               not reproduction, it's
               storytelling.

                         BLOOM
               It's a lie that tells the truth.

                         PENELOPE
               I dunno about truth. A photograph
               is a secret about a secret. The
               more it tells you, the less you
               know.

                         BLOOM
               What's changed between now and
               twenty minutes ago? Cause this is
               kinda like a conversation.

                           PENELOPE
               Huh.    Well shit.


67   EXT. BACKYARD - DAY                                       67

     Bloom and Penelope walk and talk, finally rounding the house
     and ending up at the driveway.

                         BLOOM
               Well, I should, uh, it's late. So.
               I meet a lot of people in my job I
               have to professionally act
               interested in. It's a good feeling
               to be genuinely interested in
               someone.

                         PENELOPE
               Are you leaving?

                           BLOOM
               Yeah.



                                                                40
  
67   CONTINUED:                                                  67


                            PENELOPE
                  Are you coming back?

                            BLOOM
                  Well next time I'm in town. We're
                  taking a steamer at noon tomorrow
                  off the docks, to the continent for
                  a few months.

     During this, Bloom very naturally moves his hand to the small
     of Penelope's back. The edge of his thumb comes to rest on a
     small slit of exposed skin.

     Penelope's expression does not change, but a noticeable blush
     crosses her still face.

     When Bloom removes his hand, the blush falls.

                            BLOOM (cont'd)
                  Paris and Greece, I think. I've
                  gotta get a hat. Thanks for the
                  pinhole camera demonstration. And
                  for the good conversation. Goodbye
                  Penelope.

                            PENELOPE
                  Goodbye Bloom.

     He drives off.    She stands in the doorway, watching him go.


68   EXT. THE DOCKS - DAY                                        68

     A jaunty steamer ship docked and ready. Bloom watches the
     access road, Stephen makes notes, the Chink whittles.

                            BLOOM
                  I need another day with her.

                            STEPHEN
                  You'll have two weeks on the boat.

                            BLOOM
                  I need another day to get her on
                  the boat, she isn't hooked. That
                  bit I skipped where we were talking
                  in the backyard, it was ten minutes
                  on the optics of lensless
                  photography, we didn't really talk.






                                                                    41
      
68   CONTINUED:                                                      68


                            STEPHEN
                  It isn't the talking that hooked
                  her.

     Bloom turns from the road.

                            BLOOM
                  I think you're wrong.

     A screech of distant tires and a crash.        Bloom doesn't look.

                            BLOOM (CONT'D) (cont'd)
                  Though every time I say that, you
                  end up being comically right.
                  That's her, isn't it? Yeah.

     Penelope pulls a clumsy steamer trunk that never could have
     fit in her Lamborghini, which is bent around a pylon.

     Bloom meets her.

                              PENELOPE
                  Hey.

                              BLOOM
                  Hi.    What are you doing here?

     She holds out the stack of bills in the green rubber band.

                            PENELOPE
                  You left this money in my kitchen.

     He doesn't take it.

                            BLOOM
                  Yeah, I didn't want it, but thanks.

                              PENELOPE
                  Oh.
                      (beat)
                  Hey, where's this boat going?


69   EXT. THE ATLANTIC OCEAN - DAY                                   69

     The good ship Fidele breaks the waves Greece-ward.


70   EXT. DECK - DAY                                                 70

     Bloom and Penelope stroll the deck.


  

                                                                 42
   
70   CONTINUED:                                                   70


                            BLOOM
                  Why did you decide to come?

                            PENELOPE
                  Well I'd never been to Greece. Or
                  Europe. Or outside New Jersey.

                            BLOOM
                  It just seems like a big leap.
                  From where you were at yesterday to
                  being a world traveler.

                            PENELOPE
                  It looked like fun.   I wanted to do
                  it.

                            BLOOM
                  A new hobby.

     Up ahead, Bloom spots a large man in a fur collared cape
     gazing out to sea. He quickly turns Penelope away.

                            BLOOM (cont'd)
                  Here, this way.


71   EXT. SHUFFLEBOARD DECK - DAY                                 71

     The Chink and Stephen play shuffleboard.     Bloom leads
     Penelope to them.

                            BLOOM
                  Penelope, this is my brother
                  Stephen.

                            STEPHEN
                  Pleased to make your acquaintance.
                  Bloom's told me about you, you're
                  the epileptic photographer?

                             PENELOPE
                  Sort of.

                            STEPHEN
                  This is my personal secretary and
                  masseuse, Mrs. Yuengling.

     A nearly imperceptible glare from the Chink.

                            PENELOPE
                  Yuengling like the beer?




                                                              43

71   CONTINUED:                                                71


                             STEPHEN
                  Heh. No. So what are your plans
                  in Greece?

                            PENELOPE
                  I don't plan.

                            STEPHEN
                  Good for you.

     The Chink hits a damn near impossible shuffleboard shot, then
     gives Stephen a pointed deferential giggle-bow.


72   INT. STATE ROOM - NIGHT                                    72

     The brothers dress for dinner.

                            BLOOM
                  You named the Chink `Yuengling?'

                            STEPHEN
                  I was writing in a bar. And she
                  doesn't drink, how does she know a
                  Philly beer?

                             BLOOM
                  She knows a lot of stuff.
                      (beat)
                  Was that who I thought it was on
                  the East deck this morning?

                            STEPHEN
                  Yes it was. Did he spot you?

     An ominous glance.

                             BLOOM
                  Not yet.


73   EXT. DECK - NIGHT                                          73

     Several small tables scattered about the moonlit deck, Bloom
     and Penelope sit with flutes of champagne. Penelope, in an
     elegant but understated dress, shuffles a pack of cards.

                            BLOOM
                  You look very nice.

     She laughs as if at a joke she doesn't think is funny.




                                                                 44
   
73   CONTINUED:                                                   73


                            BLOOM (cont'd)
                  What was your childhood like?

                            PENELOPE
                  I make cameras out of watermelons.

                            BLOOM
                  Lonely.

                            PENELOPE
                  Lucky guess.

     Penelope's hands move faster.     She knows how to shuffle
     cards.

                            BLOOM
                  How was it lonely?

                            PENELOPE
                  Fishing for an entertaining
                  childhood anecdote that
                  encapsulates my adult issues?

                            BLOOM
                  Well it's funny how everyone's
                  usually got one.

     As Penelope tells her story she gets fancier with her
     shuffles.

                            PENELOPE
                  When I turned six I started getting
                  allergies, hayfever, rashes, really
                  bad. So my mom took me into the
                  doctor, and he did that test where
                  they use needles to prick a grid on
                  your back with all the different
                  toxins, to see which ones you're
                  allergic to. The next day I came
                  in, the doctor lifted up my shirt,
                  and my back looked like a patch of
                  oily, moldy, blackish green double-
                  puff marshmallows. I was allergic
                  to everything. So they sealed the
                  house with plastic and a special
                  ventilation system, and I spent my
                  entire childhood and adolescence
                  indoors. Mostly alone. Lonely.

     She pulls the Queens out of the deck and lays them face up on
     the table.


  

                                                              45

73   CONTINUED: (2)                                            73


                         BLOOM
               Wow.

                         PENELOPE
               It wasn't `til I was nineteen they
               discovered what I was actually
               allergic to was the aluminum alloy
               the hypodermic needle was made out
               of. Then I was going to leave, but
               my mom got sick. So I stayed. And
               she stayed sick, a long time.

                         BLOOM
               Do you feel cheated?

     Penelope does an amazing card trick using the four queens.

                         PENELOPE
               The trick to not feeling cheated is
               to learn how to cheat. So I
               decided this wasn't a story about a
               miserable girl trapped in a house
               that smelled like medical supplies
               wasting her life on a dying person
               she sometimes hated. It was about
               a girl who could find infinite
               beauty in anything, any little
               thing. And do anything she decided
               to do. And love the person she was
               trapped with. So I told myself
               that story until it became true.
               Now did doing that let me escape a
               wasted life, or did it just blind
               me so I wouldn't want to escape it?
               I don't know. But either way, I
               was the one telling my own story.
               So I don't feel cheated.

     She finishes the trick.

     A single pair of hands clapping turns their heads. At the
     far end of the deck, alone at a table, the large man in the
     fur collared cape, who for reasons unlikely to become clear
     at the moment will be called THE CURATOR.

                         THE CURATOR
               And a magician is just an actor
               playing the part of a magician.   My
               compliments.

     Bloom takes Penelope gently by the elbow and guides her up
     and away.

                                                                 46
   




74   EXT. BOW - NIGHT                                             74

     They stroll out onto the moonlit bow of the ship.

                         PENELOPE
               Who is that man? You avoided him
               earlier on the deck.

                         BLOOM
               I don't know, but he's carrying a
               knife up his sleeve and wearing a
               cape. Do me a favor and steer
               clear of him.

     A waltz drifts through the air from a band unseen.

                         BLOOM (CONT'D) (cont'd)
               I don't suppose in all your hobby
               acquiring you ever learned how to
               dance?

                         PENELOPE
               I went through a phase when I was
               mildly obsessed with the Bolero.

                         BLOOM
               Give me a minute.

     He leaves her alone. Clouds obscure the moon, shadows
     deepen. She shivers.

     A match strikes.   She jumps.

     The moon re-emerges, and she is no longer alone on the deck.
     The Curator lights a dapper briar pipe, shakes out the match.

                         THE CURATOR
               Mademoiselle.

                           PENELOPE
               Monsieur.

                         THE CURATOR
                   (in French, subtitled)
               I didn't mean to startle you.

                         PENELOPE
                   (in French, subtitled)
               Yes you did.



 

                                                               47
 
74   CONTINUED:                                                 74


                            THE CURATOR
                      (in French, subtitled)
                  Apologies, but the deck was dark,
                  and I had to approach.
                      (English)
                  It's been such a time since I've
                  encountered the Brothers Bloom.

                            PENELOPE
                  You're in antiques?

                            THE CURATOR
                      (Cheshire grin)
                  Antiques. I wonder, my dear, if
                  you know the true nature of the men
                  you travel with?

     The band strikes up a Bolero. The Curator flicks his wrist,
     and a long thin blade falls into his hand.

                            THE CURATOR (cont'd)
                  A little fear might suit you, I
                  think.

     He raises the blade... it is in fact a fine mustache brush,
     which he delicately employs.

                            THE CURATOR (cont'd)
                  Bon soir, ma cherie.

     With that the Curator backs into the shadows, and is gone.
     Moments later Bloom trots up to her, oblivious.

                            BLOOM
                  It isn't a Spanish band, but
                  they'll do their best.

     He hands her a single blood red rose. She puts it in her
     teeth, and they dance. If there is a tinge of tension in the
     air, the Bolero suits it.

     The moon ducks behind a cloud once more, and they dance on in
     the dark.


75   INT. STATE ROOM - MORNING                                    75

     Bloom wakes with a start. Morning light pours in through his
     porthole. He opens it, looks out to sea.






                                                              48

75   CONTINUED:                                                75


     His dinner jacket draped over a chair. The rose in its
     lapel. He fishes it out. Runs his fingers over the teeth
     marks on the stem.

     Then raises an eyebrow at a lump in the breast pocket, and
     pulls out the stack of bills in the green rubber band.




76   EXT. DECK - MORNING                                          76

     The Chink and Penelope lie on their stomachs on the deck, a
     beer can pinhole camera between them.

     Penelope gives a lesson on how it works.

     The Chink appreciates her.


77   EXT. BREAKFAST DECK - LATER                                  77

     Bloom escorts Penelope to breakfast.

                            PENELOPE
                  How'd you find her?

                            BLOOM
                  The Chi-nese, uh, Yeungling?   She
                  found us.


78   INT. KITCHEN - EARLY MORNING (FLASHBACK)                     78

     Bloom cooks breakfast in his bathrobe.

                            BLOOM (O.S.)
                  A few years back, when we hit the
                  top of our art dealing game, she
                  just appeared.

     A door opens and slams. Bloom turns. The Chink sits at his
     place at the table, suitcase beside her, smoking a cigarette.

                            BLOOM (O.S.) (cont'd)
                  She's stuck with us. We figure
                  when she gets bored she'll vanish
                  with the same lack of noise.

     Like feeding a strange animal, Bloom pours her coffee.   She
     drinks it without looking at him.

                                                              49





79   EXT. BREAKFAST DECK                                          79

                         PENELOPE
               I like her.

                           BLOOM
               Good.

     They smile when they see Stephen and the Chink at a table.

     Their smiles drop when they see the Curator sitting with
     them. Bloom glares at the Curator, but speaks to Stephen.

                         BLOOM (cont'd)
               What's he doing here?

                         STEPHEN
               I invited him, sit down. This
               ship's too small to dance around
               each other for a week, we might as
               well have it out now. Bloom. Sit.
               Penelope, do you know our friend?

                         PENELOPE
               Only as the creepy Frenchman.

                         THE CURATOR
               Book-learned. You know languages
               but not accents, my dear. I am
               Belgian. Maxmillion Melville, at
               your service.

                         BLOOM
               Also known in certain professional
               circles as the Curator.

                         PENELOPE
               Pleased to make your acquaintance.
               What do you do?

                         THE CURATOR
               I'm a curator, presently for the
               National Museum in Prague. And
               yourself?

                         PENELOPE
               I'm an epileptic photographer.

                         THE CURATOR
               Good for you. Boys? What do you
               do?



                                                                 50
   
79   CONTINUED:                                                   79


                            STEPHEN
                  We have a legitimate antique
                  reselling business.

                            THE CURATOR
                  Baissez le rideau, la farce est
                  jouee.

                            STEPHEN
                  We've gone straight, Max.

                             THE CURATOR
                  Pardon, but you do not ascend to
                  the grand heights of the Brothers
                  Bloom only to toss it all and sell
                  terra cotta to blue haired weekend
                  antiquers.

                             STEPHEN
                  We did.   Eat your waffles.

                            THE CURATOR
                  But Mademoiselle appears...
                  confused. Perhaps she is unawares?

                            BLOOM
                  Eat your waffles, fat man.

                            THE CURATOR
                  Unaware that the Brothers Bloom are
                  in fact the two most highly
                  respected art smugglers in the
                  western world?

                            STEPHEN
                  Were. We've been on the straight
                  for three years. So that's that.

                            THE CURATOR
                  Well, if that is that, then that is
                  indeed that. As you say.

     Penelope snaps her fingers.     Everyone looks up.

                            PENELOPE
                  Your name's Melville?

                            THE CURATOR
                  Maxmillion Melville, Esquire.




 

                                                              51

79   CONTINUED: (2)                                            79


                         PENELOPE
               Sorry, no, cause I noticed but I
               couldn't place it, this ship is the
               Fidele, which was the ship in
               Melville's novel "The Confidence
               Man." So that's weird.

     Everyone glances at Stephen, a little uncomfortable.

                         STEPHEN
               Huh.


80   INT. DECK - NIGHT                                         80

     Bloom paces, Stephen shuffles cards.

                         BLOOM
               I know you like to throw those
               clever little details in, but
               you've gotta watch that shit with
               her Stephen. She had a lot of time
               alone in that house, and she used
               it. She did the best Double Dutch
               Queens I've ever seen up on the
               deck last night.

                         STEPHEN
               Double Dutch Queens uses gaffed
               cards.

                         BLOOM
               She had them in her purse and cut
               them in while I was folding my
               napkin.

                         STEPHEN
               Jesus.

                         BLOOM
               That's what I'm saying. She's
               different, she knows, sometimes it
               feels like she knows everything.
               Doesn't that worry you?

                         STEPHEN
               No. But something about her is
               worrying you plenty.

                         BLOOM
               She feels like one of your
               characters.



                                                                   52
     
80   CONTINUED:                                                     80


                            STEPHEN
                  The day I con you is the day I die,
                  Bloom.

                             BLOOM
                  I know that.
                      (beat)
                  How did you get the Belgian, on our
                  budget?

                            STEPHEN
                  He's beautiful, right?

                            BLOOM
                  I didn't expect him to actually be
                  Belgian.

                            STEPHEN
                  I'm not sure he is.   I'm to bed.

     Stephen stands to go, then pauses.

                            STEPHEN (CONT'D) (cont'd)
                  I've always protected you, right?
                  The only real danger in this whole
                  play is that you'll actually fall
                  in love with her. Look at me.
                  Don't fall in love with her.


81   EXT. UPPER DECK - CONTINUOUS                                     81

     The Chink sits smoking her whittled pipe, watching Bloom
     alone on the deck. Stephen passes her, and she stops him
     with a look.

                             STEPHEN
                  Shut up.   I know what I'm doing.

     She hands him a thin piece of paper.       He looks it over.

                            STEPHEN (cont'd)
                  This came through just now?

     The paper is a telegram with the Fidele's imprint, received
     from St. Petersburg. Stephen reads it.




    

                                                                   53
     
81   CONTINUED:                                                     81


                            STEPHEN (cont'd)
                  "My dear Stephen STOP Word on the
                  wire is the Bros B are bound for
                  Prague STOP Am heading there myself
                  would love to see my boys STOP
                  Affectionately DD." The Diamond
                  Dog.

     He crumples the paper, looks down at Bloom.

                            STEPHEN (cont'd)
                  Wire him back for me. "Dear Dog
                  STOP Unless you've lately felt an
                  excess of eyes left in your head
                  kindly stay the fuck away from me
                  and my brother STOP Regards,"
                  etcetera.


82   EXT. THE MEDITERRANIAN SEA - MORNING                           82

     The good ship Fidele rounds the Rock of Gibraltar.


83   EXT. DECK - MORNING                                            83

     Bloom and Penelope lie on the deck, watching dolphins.

     She says this word like she's eating chocolate:

                            PENELOPE
                  Smugglers. It's like an adventure
                  story. Whose idea was it to go
                  straight?

                            BLOOM
                  Mine. Stephen always loved the
                  life. Then he was almost killed on
                  a run to Jakarta, two thugs with
                  heads like canned hams worked him
                  beyond all reason.


84   EXT. JAKARTA PIER - NIGHT (FLASHBACK)                          84

     Stephen is set upon by two thugs.    He rushes them.

                            STEPHEN
                  Have at thee, you ham headed
                  bastards!

                                                             54
                                                      26/11/06.




85   EXT. DECK - MORNING                                      85

                         BLOOM
               And I called it, that was it.

                           PENELOPE
               Scary.

                         BLOOM
               For me. Stephen enjoyed it. He
               loved the idea that we were
               internationally infamous art
               smugglers, but I think deep down,
               same as me, he felt like we were
               putting on a persona, faking it.

                         PENELOPE
               Telling a story.

                         BLOOM
               He'd love to die on a job.
               Cornered at midnight on a run to
               Jakarta. That's his dream, to tell
               his story so well it fulfills
               itself. It somehow would make it
               finally real for him.

                         PENELOPE
               That's kinda the thing we all want,
               right?

     He looks at her in the sun.

                         BLOOM
               Trying to get something real by
               telling yourself stories is a trap.
               Trust me on that one.


86   EXT. GRECIAN PORT - DAY                                  86

     Kalamata, if it matters.

     The Fidele docked in bright blue water. Our intrepid heroes
     stand aside a dusty road, surrounded by their luggage.

     The Curator approaches, tips his hat to them.

                         THE CURATOR
               Best of luck with the antiquing,
               boys. Au revoir, Chinois.
                         (MORE)
                                                           (MORE)

                                                                  55
    
86   CONTINUED:                                                    86
                            THE CURATOR (cont'd)
                      (to Penelope)
                  Mademoiselle. Mes restes d'offre.

     With a wink, he is gone.     A beat.   Penelope stands apart.

                            BLOOM
                  My French is a little rusty, but I
                  believe he just told you `my offer
                  stands.'

                            PENELOPE
                  He came out of nowhere last night.


87   EXT. DECK - NIGHT (FLASHBACK)                                   87

     Penelope taking air on the moonlit deck.     The Curator
     dissolves out of the darkness.

                            PENELOPE (V.O.)
                  Whatever's in his pipe, it made me
                  thick.

     He brings her face close to hers, smoke twisting, and speaks
     unheard words low and fast.


88   EXT. GRECIAN PORT - MORNING                                     88

                             BLOOM
                  Oh lord.   What has he got?

                            PENELOPE
                  An 8th century prayer book.


89   EXT. PRAGUE STREETS - DAY                                       89

     We fly through the city streets...

                            PENELOPE (V.O.)
                  From his museum in Prague, stashed
                  in the castle.

     Up to the base of the castle, through a grated hole in an
     ancient wall, into...


90   INT. MUSEUM VAULT                                               90

     A stunning illuminated manuscript lies open on a stone table.
     The Curator's hands close it gently and take it away.




                                                              56

90   CONTINUED:                                                90


                            STEPHEN (V.O.)
                  A book of hours.

                            PENELOPE (V.O.)
                  Yeah. Medieval art bores the crap
                  out of me so I don't know it that
                  well. So that's what he does, he
                  makes pieces in his collections
                  disappear, then sells them off via
                  a trusted middleman.


91   EXT. GRECIAN PORT                                         91

                            BLOOM
                  That's what he does.

                            STEPHEN
                  Wonder who's his fence?

                            BLOOM
                  Probably his Spanish guy, right?
                      (asks Penelope)
                  Did he say who's buying?

                            PENELOPE
                  An Argentinian. Argentine?
                  Argentinian?


92   EXT. DECK - NIGHT (FLASHBACK)                             92

                            THE CURATOR
                  A gentleman from Argentina. He's
                  quite sick, cancer in his bones,
                  and desperate for sentimental
                  reasons to own this piece while he
                  may.


93   EXT. GRECIAN PORT                                         93

                            PENELOPE
                  He'll sell it to a middleman for
                  one million, US. The Argentin...a
                  guy will pay two point five.

                             STEPHEN
                  Not bad.

                            PENELOPE
                  Is he legit?



                                                                57
  
93   CONTINUED:                                                  93


                            STEPHEN
                  The Curator? That's a relative
                  term. He's telling the truth.

                            BLOOM
                  I'm sorry you had to deal with that
                  guy.

     Behind Penelope, two porters load her steamer trunk into the
     back of a taxi.

                            BLOOM (cont'd)
                  Where's that cab going?

                            PENELOPE
                  The train station.

                            BLOOM
                  Where's the train going?

                             PENELOPE
                  Prague.

     Bloom breathes.

                            PENELOPE (cont'd)
                  Let's do it. Let's, just, I want
                  to try this. Let's be smugglers.
                  I think it'd be fun. We should do
                  this.

                             BLOOM
                  No.

                             PENELOPE
                  Why not?

                            BLOOM
                  Well first off, we don't have a
                  million dollars.

                            PENELOPE
                  I do, I've got, that's whatever.   I
                  mean a real reason.

                            BLOOM
                  This is real, it's dangerous, it
                  could go very bad.

                            PENELOPE
                  I think a little real danger might
                  suit me. I'm gonna do it.
                            (MORE)


                                                                 58
   
93   CONTINUED: (2)                                               93
                         PENELOPE (cont'd)
               So if you want to join my smugglers
               gang, you know, I'll consider it.

     She walks off towards the taxi.

                         BLOOM
               This is not an adventure story.

                         PENELOPE
               What are you talking about?    It
               totally is.


94   EXT. HUNGARIAN COUNTRYSIDE - NIGHT                           94

     A train roars through the night towards Prague.


95   INT. STEPHEN'S SLEEPING CAR - NIGHT                          95

     Stephen reclines, hat on his face.    Bloom paces.

                         STEPHEN
               Take it easy. She's having fun,
               that's the point of this.

                         BLOOM
               She's making a flag for our
               "smugglers gang," man. She made me
               learn a secret smugglers handshake.
               Unhealthy. This afternoon, when
               she was writing, in the observation
               car? A letter? A journal? No.
               She is getting way too into this.

     Bloom fishes a crumpled piece of paper from his pocket and
     thrusts it in front of Stephen's face.

     On it are written dozens of variations in stylized fonts of
     "Penelope the smuggler."

                         BLOOM (cont'd)
               She's been singing the Smuggler
               Song since Athens.

                         STEPHEN
               What Smugglers Song?




 

                                                                59
  
95   CONTINUED:                                                  95


                            BLOOM
                  You know, the one from whatsit, the
                  Disney thing, that Smuggler Song,
                  the `We're a band of smugglers hey,
                  la la la la la, we smuggle by night
                  and drink by day, smugglers ho, ho
                  ho, smugglers...' there, this
                  isn't... there isn't a Smuggler
                  Song, is there? Ok. She made up a
                  Smuggler Song. With hand motions.

                            STEPHEN
                  The whole point of this was to
                  sweep her off her feet. Let her
                  enjoy it.

                            BLOOM
                  While it lasts.

                            STEPHEN
                  Nothing lasts.

     Exit Bloom.    Stephen sighs and drops his hat back on his
     face.


96   INT. BLOOM'S SLEEPING CAR                                    96

     Bloom reads. Footsteps pound by outside. Penelope and the
     Chink run past his door. A moment later a uniformed
     ATTENDANT runs past.

     A beat, then the footsteps come back, and the girls duck into
     Bloom's cabin, slamming the door. Sacks in their teeth.

     Off Bloom's quizzical look:

                               PENELOPE
                  Smuggling.     From the snack car.

     They pull bags of chips and tiny liquor bottles from their
     sacks.

     Bloom glares at the Chink, who tries to avoid his gaze.


97   INT. SNACK CAR                                               97

     Bloom pays the SNACK CAR ATTENDANT from a stack of Euros,
     while the Chink gives him counts on her fingers.



 

                                                                 60
   
97   CONTINUED:                                                   97


                            BLOOM
                  Fourteen gins? Are you kidding me?

                             THE CHINK
                  Jameson.

                            BLOOM
                  I'm not paying for that.

     She holds up two fingers, the Attendant pours two.

                             ATTENDANT
                  Ice?

     She says no with a look, they drink.

                            BLOOM
                  She made up the Smuggler Song.

     The Chink nods.      Bloom pays for the Jameson.

                            BLOOM (cont'd)
                  I thought it was a Disney thing.


98   INT. PENELOPE'S SLEEPING CAR - LATER THAT NIGHT              98

     The lights are off. Penelope reclines on the bed, surrounded
     by empty tiny gin bottles. Drunk.

     Bloom sits on the floor, both framed in a big window looking
     out on a breathtaking moonlit landscape rolling hypnotically
     by.

                            PENELOPE
                  Gin is fuckin fruity. Have you
                  taken this train before?

                             BLOOM
                  Yeah.

                            PENELOPE
                  So this is all like fuckin
                  `whatever' to you.

                            BLOOM
                  I usually drink with the Chink in
                  the snack car, play cards.

                            PENELOPE
                  With the who?


 

                                                               61
 
98   CONTINUED:                                                 98


     Oops.

                            BLOOM
                  Mrs. Yeungling. That's her
                  smuggler nickname.

                            PENELOPE
                  That's offensive.

                            BLOOM
                  I think if it were offensive to
                  her, she'd let us know.

                            PENELOPE
                  Do I get a smuggler nickname?

     Bloom quietly slips the stack of cash in the green rubber
     band into Penelope's luggage.

                            BLOOM
                  No.

                            PENELOPE
                  I think you're constipated.   In
                  your fuckin soul.

     Bloom makes several attempts to form a response to this
     before giving up.

                            BLOOM
                  What?

                            PENELOPE
                  You've got a big load of grumpy
                  petrified poop up your ass, I'm
                  just calling you out on it. Yeah
                  I'm pretending I'm a smuggler, so
                  you know what? I'm a fuckin
                  smuggler. If that's your thing,
                  fuckin tell it like you own it.
                  When you've got a spotlight in
                  front of your feet, man, fuckin
                  jump into it and dance the shit out
                  of it. Stop fuckin thinking so
                  much. Enjoy the fuckin ride.
                  Fuck.

     A roll of thunder and spectacular flash of lightning ignites
     the landscape, and rain starts to patter. Penelope stiffens.

                            PENELOPE (cont'd)
                  Whoa.

 

                                                                62
  
98    CONTINUED: (2)                                             98


                          BLOOM
                Look, I'm not-

                            PENELOPE
                Shh.    I love thunderstorms.

      Another crash. Lying on her stomach, Penelope slowly starts
      feeling something which makes her undulate. Bloom stares,
      confused.

                          PENELOPE (cont'd)
                Whoa ha. Oh ho ho. Ohhhhhh whoooo
                ha ha ha ha.

      Beneath her, the train wheels rhythmically clack and vibrate
      against the tracks. Another flash of lightening, the rain
      falls harder.

      Penelope writhes.   Bloom silently shrinks back in terror.

                          PENELOPE (cont'd)
                Oh hooooooooooo ha ha ha ha ha ha
                ha oh my GOD, ha whoooo.. whee...
                ha... hoo. I... am... so horny.

                            BLOOM
                Nite.

      The door to her car latches, and Bloom is gone.


99    INT. SNACK CAR - NIGHT                                        99

      Bloom sits drinking and playing cards with the Chink.    He
      spaces out, she snaps her fingers to wake him up.

                          BLOOM
                    (playing a card)
                That's the big 2.


100   EXT. HUNGARIAN COUNTRYSIDE - NIGHT                            100

      The train steams onward into the growing storm.


101   EXT. CHARLES BRIDGE, PRAGUE - MORNING                         101

      Our intrepid four stroll the bridge, the city's castle
      looming before them.

      Penelope slumps pale faced in dark glasses.

 

                                                                63
  
101   CONTINUED:                                                101


                             STEPHEN
                   The last time I was in Prague, I
                   was in love.

                             PENELOPE
                   What was she like?

                                STEPHEN
                   Pale skin.     Long feet.   So.

      He winks.


102   INT. PRAGUE HOTEL ROOM - DAY                              102

                             STEPHEN (V.O.)
                   Bloom and I will secure us lodging,

      The brothers set their suitcases on the beds. Bloom finds
      the stack of bills in the green rubber band in his.


103   INT. NATIONAL MUSEUM - DAY                                103

                             STEPHEN (V.O.)
                   Mrs. Yeungling will scout the
                   castle museum.

      The Chink, in ridiculous tourist garb and a "PROPERTY OF KGB"
      t-shirt, takes pictures with one of several cameras around
      her neck.


104   EXT. CHARLES BRIDGE, PRAGUE                               104

                             STEPHEN
                   You will go to the bank, that wire
                   should have cleared if you put it
                   in at Athens.

                                PENELOPE
                   Cash?


105   INT. PRAGUE BANK - DAY                                    105

                             STEPHEN (V.O.)
                   Only movie thugs and Russians deal
                   in suitcases of cash. Draw a
                   certified check.





                                                                64
  
105   CONTINUED:                                                105


      A cashier hands over an elaborate check, which Penelope signs
      and puts in an envelope.


106   INT. APARTMENT STAIRCASE - DAY                              106

      A baroque spiral staircase, the spine of a high apartment
      building. Our intrepid four ring the bell beside an
      apartment door.

                             THE CURATOR (FROM INSIDE)
                   Who the hell is that?! Who is it?!

                             STEPHEN
                   Candy-Gram. It's us, Max.

      Stephen pushes open the door, and an instant later a SHOTGUN
      BLAST takes out a chunk of the landing beside his head.

      They all dive onto the floor, piling on top of each other.

                             THE CURATOR (FROM INSIDE)
                   Who the hell are you, what do you
                   want, who the hell!!!!??

                  BLOOM                            STEPHEN
      Max! Max! It's us, Bloom,         Max! Max! It's Stephen and
      Stephen, Jesus, Max, easy,        Bloom, easy, whoa, Christ,
      whoa!                             whoa now!

      The Curator stands in the smoky apartment hallway, sloppily
      draped in a ratty bathrobe, bottle in one hand and shotgun in
      the other. He squints at them.

                             THE CURATOR (cont'd)
                   Ah. Good morning. Come in. I
                   have been drinking.


107   INT. THE CURATOR'S APARTMENT - LATER                        107

      A schematic of the castle laid on the kitchen table. The
      Curator looks even worse in the light, red rimmed eyes, heavy
      skin on his face.

                             THE CURATOR
                   Here, off the Basilica, are offices
                   of administration, and beneath
                   those, an otherwise inaccessible
                   section of catacombs. And the
                   book.




                                                                 65
   
107   CONTINUED:                                                 107


                             BLOOM
                   Administrative offices.    So how do
                   you steal the book?

                             THE CURATOR
                   The book is already stolen. The
                   stealing is in the bureaucracy, in
                   the filing, red tape. As far as
                   the museum is concerned, the book
                   does not exist. I am the curator,
                   I walk in, pinch the copy girl's
                   baboosh, put the book in a
                   briefcase and walk out. Tomorrow,
                   say, at two.

                             STEPHEN
                   Today.

                             THE CURATOR
                   Today is not a good day.

                             STEPHEN
                   Tomorrow. Now what about this
                   Argentinian.

                             THE CURATOR
                       (blank, then realizes)
                   Ah, the Argentine? Senor Luise
                   Belguta Rioso. I get his file.


108   INT. CURATORS APARTMENT BEDROOM - LATER                     108

      Penelope and Bloom wander into the bedroom, looking at an
      array of beautiful paintings on the wall.

                             PENELOPE
                   Gin is slow death, man.

      Stephen and the Chink poke their heads in, leaving.   The
      Curator strolls in.

                             STEPHEN
                   We'll see you back at the hotel.
                       (glances at the Curator)
                   Soon.

      They go, leaving Bloom and Penelope, who squints at an
      unframed oil on canvas, of a lonely stone well in a primeval
      forest clearing. It sits at the foot of an unmade bed.



 

                                                                    66
      
108   CONTINUED:                                                    108


                             THE CURATOR
                   From a private collection on the
                   island of Ikaria. That one.

                             BLOOM
                   Who painted it?

                             THE CURATOR
                   I don't know.

                             PENELOPE
                   Why is it the last thing you see
                   every night, and the first thing
                   you see every morning?

                             THE CURATOR
                   That's a story. You have a minute?

      He closes the blinds and sits on a stool in front of the
      painting. Setting the stage.

                             THE CURATOR (cont'd)
                   My daughter travelled with me when
                   she was very young, and I'd show
                   her the places and the art, all the
                   most joyous and terrifying things
                   in the world.

      Memories of his daughter's hand in his, flashing against the
      sun.

                             THE CURATOR (CONT'D) (cont'd)
                   I wanted that the world was alive
                   in the most fantastic way for her.
                   To built her a pair of wings. Make
                   these things real. But maybe more
                   than any other objet d'art, she
                   loved to hear she'd ask to hear the
                   story of the stone golem. From a
                   painting in a small private
                   collection on the island of Ikaria.

      He motions to the painting, and we move into it. As he tells
      the story the scenes are shown in the painting, just as still
      images, which we move across like a picture book.

                             THE CURATOR (CONT'D) (cont'd)
                   Well Rachel, like most monsters the
                   Golem was once a human. A boy,
                   about your age.
                             (MORE)


  

                                                                 67
   
108   CONTINUED: (2)                                             108
                          THE CURATOR (CONT'D) (cont'd)
                And one day the boy was walking
                home, and he quarrelled, he fought,
                with a good friend of his. They
                got very angry and his friend
                pushed him a certain way and the
                boy fell and struck his head and
                died. The boy's friend was very
                sad but also very frightened. So
                instead of telling the boy's
                parents, he did something awful.
                He pulled the body into a quarry, a
                pit of broken rocks, and hid the
                boy beneath a pile of large stones.
                Well. Years went by, and the boy's
                friend became a young man, and one
                day while drinking in town (which
                in his guilt he did quite a lot of)
                he heard that a well was being
                built near the forest... with the
                stones from the quarry. He ran to
                the quarry to find it nearly
                empty... no stones, no body. He
                ran to the well where the masons
                were finishing their work. `Did
                they find anything strange in the
                quarry?' he asked, expecting, maybe
                hoping they'd arrest him for the
                awful crime on the spot. But no,
                they said, motioning to the well.
                Nothing strange. Just stones.
                They left him alone there at the
                well, and he stood looking into it
                as the sun fell behind the
                mountains and twilight set the
                world in a deep, still silence.

      The last image we land on is the well, alone in the clearing.

      Its dark innards loom ominously in the long pregnant silence
      that follows.

      Then, with a piercing ROAR, a living monster of stone lunges
      out of the well, animated and terrifying, grabs the friend by
      the throat and with a crunching of bones and one last roar
      pulls him back down into the depths of the well.

      Silence again. We pull out of the painting, back to the
      Curator, sitting very still.

                          THE CURATOR (cont'd)
                My daughter died nineteen years ago
                today. She was six. She went out
                to play one afternoon and vanished.
                          (MORE)
 

                                                                 68
   
108   CONTINUED: (3)                                             108
                          THE CURATOR (cont'd)
                The next morning we found her, in a
                stone well on a neighboring
                property. I climbed down to her,
                but slipped and broke my leg, and
                while we waited for the rescue team
                to pull us out she died in my arms.
                If you've had a child... my whole
                everything just focused down to one
                thing, to hold her and make her
                feel safe. But no matter what I
                said to her, I couldn't stop her
                shaking, crying. Her last moments
                on this earth were filled with
                terror. Of a stone golem.

      He stands, opens the blinds, pours another drink.

                          THE CURATOR (cont'd)
                It was the first painting I
                `acquired.' I keep it maybe hoping
                some night the golem will come for
                me.


109   INT. APARTMENT STAIRCASE - MOMENTS LATER                   109

      Bloom trots out, ahead of Penelope.

                          THE CURATOR
                Mademoiselle.

      Bloom keeps going, anxious to leave, but Penelope lingers on
      the staircase. The Curator comes out.

                          THE CURATOR (cont'd)
                It is you I do business with, yes?

                           PENELOPE
                Right.   Oh, right.

      She gives him the envelope with the certified check. He
      shakes her hand, then deftly adjusts his grip so that just
      for a moment he holds her hand as you would hold a child's.

      He lets go, and smiles apologetically.

                             THE CURATOR
                Au revoir.

                                                                 69
   




110   EXT. PRAGUE STREETS - DAY                                  110

      Penelope and Bloom stroll home in silence through crowded,
      vibrant cobblestone streets.

                          PENELOPE
                You aren't constipated. You're
                scared. What are you scared of?

      They walk on, suddenly somehow holding hands.

      As they approach the hotel, Bloom deftly breaks their hand
      holding off. Penelope notices why.


111   INT. PRAGUE HOTEL ROOM - CONTINUOUS                        111

      Stephen, up in the window watching them approach.   He recedes
      into the room.


112   EXT. PRAGUE STREETS - NIGHT                                112

      The sun sets against the castle, taking us into night.


113   INT. PRAGUE HOTEL BAR - NIGHT                              113

      Bloom drinks alone, sketching Penelope's face with a pencil.
      A smell breaks his concentration.

                          BLOOM
                Diamond Dog, carrying a cup and a
                cane.

      Standing behind him, a soft old man in an ashy suit and
      eyepatch. The DIAMOND DOG.

                           DIAMOND DOG
                Bloom. How long has it been?
                     (sits, orders)
                Tea.
                     (to Bloom)
                Can you believe that? Tea? Been a
                long while.

                          BLOOM
                If I call Stephen down he'll kill
                you.





                                                                  70
    
113   CONTINUED:                                                  113


                             DIAMOND DOG
                   Well then please don't call Stephen
                   down. Look at you, you're
                   terrified. C'mon now, look. Take
                   a look. I'm an old man with no
                   depth perception. You don't have
                   to be scared of me.

      The Dog plays with a heavy gold lighter, making sparks.

                             DIAMOND DOG (cont'd)
                   It's been a funny thing, watching
                   you boys take what I taught you and
                   eclipse me. I'm so proud to be a
                   footnote in the lives of the
                   Brothers Bloom. And you hate me.
                   The curse of all bad fathers - that
                   my presence on this earth after I
                   die will not live on the lips of
                   admiring men, but will sink into
                   the murky backwaters of my
                   children's psyches.

                             BLOOM
                   Is this profundity?   Cause you can
                   skip it.

                              DIAMOND DOG
                   Ha!   Ha ha. Piss and vinegar.

      The Dog scoots next to Bloom.

                             DIAMOND DOG (cont'd)
                   When I first took you boys in,
                   showed you the ropes, haunting St.
                   Pete's, piss and vinegar. I still
                   crave that youthful joy. Even
                   today.

      The Dog's hand touches Bloom's leg.     There is something
      horrible about this.

      Beneath the bar, Bloom grips the sharp pencil like a knife.

                             BLOOM
                   Don't touch me.

                             DIAMOND DOG
                   You probably won't believe I loved
                   you boys very much.



   

                                                               71
 
113   CONTINUED: (2)                                           113


                          BLOOM
                You're going to take your hand away
                or I'm going to break your arm,
                there's nothing between.

      He does, but Bloom's fingers don't loosen on the pencil.

                          DIAMOND DOG
                But love, you know. We know, folks
                like us, you can always blink and
                realize that it's a fiction, and
                like Peter walking on water or
                Wiley Coyote running off a cliff,
                if you look down in doubt you'll
                fall. That's the price of our
                lives, the wax in our wings. One
                day Stephen's going to fall. It
                may be glorious, but he's going to
                fall hard and he won't be there to
                tell you what to do and protect
                you. When he's gone, remember me.

      The Dog has moved in very close to Bloom, his breath hot on
      his face, and his hand comes to rest fully on Bloom's leg.

      Bloom's hand with the pencil quivers, about to strike-

      When Bloom is pulled from the bar stool by a heavy hand.
      Stephen, his eyes burning through the Dog.

                          DIAMOND DOG (cont'd)
                Hello Stephen.

      Stephen smashes a bottle from the bar and slashes it across
      the Dog's hand.

      Waiters and porters tackle him, the Dog howls, holding his
      bleeding hand. Bloom stands numb, and puts the pencil in his
      pocket.


114   EXT. PRAGUE HOTEL - NIGHT                                  114

      Bloom watches the Dog get into a waiting black Mercedes. For
      an instant the car's interior light shows an 11 year old boy
      behind the tinted glass, as the Dog slides in and puts his
      arm around him.

      The Mercedes drives off.

                                                                72
  




115   EXT. PRAGUE STREETS - NIGHT                               115

      Right in front of the hotel, on the water. Bloom sips coffee
      from a china cup, spinning a paper in his hands. Stephen
      joins him, with a matching cup.

                          STEPHEN
                I'm sorry I wasn't there.

                          BLOOM
                You can't always be there.

                          STEPHEN
                No, I guess can't.

      A beat.

                          BLOOM
                That was a real tonal shift.    The
                Curator's tale.

      On one side of the paper is the sketch of Penelope, on the
      other is the con flowchart. "#12 - The Curator's Tale."
      "#14 - Castle Break-In."

                          STEPHEN
                I'm a big fan of tonal shifts. I
                didn't write it for him, though.

                          BLOOM
                He made it up on the spot?

                          STEPHEN
                I don't know.


116   INT. BLOOM'S HOTEL ROOM - NIGHT                           116

      Bloom flops into bed.   He turns and looks at the wall.

      Right on the other side of it...


117   INT. PENELOPE'S HOTEL ROOM - CONTINUOUS                   117

      Penelope lies in bed, looking at the wall also.   She closes
      her eyes.

                                                                  73
    




118   INT. BLOOM'S HOTEL ROOM - NIGHT                             118

      Bloom's breathing slows.   He closes his eyes.

      A beat. Then light snoring breaks the silence, coming
      through the wall. Penelope snoring.

      Bloom smiles slightly.   What a cute snore.

      The snoring deepens slightly.

      The clock on the wall advances from 1:30am to 5:50am, and
      through the window the horizon glows with the approach of
      dawn.

      Bloom lies wide awake on his back, red rimmed eyes wide open,
      the guttural snoring ringing in his ears.


119   INT. APARTMENT STAIRCASE - MORNING                          119

      Our four at the Curator's door. Bloom knocks, and they all
      step judiciously back. No response.

                           STEPHEN
                Max?

                          BLOOM
                We're a little early...


120   INT. THE CURATOR'S APARMENT - MORNING                       120

      Still and silent in the breaking light of morning.

      And totally empty.   Picked clean down to the bare walls.

      The only thing left in the apartment is the painting of the
      well... broken on the floor.

      Our intrepid four stand in various states of thoughtfulness.
      Penelope stares at the painting, Bloom at the window.

                          PENELOPE
                The Golem came for him. In my
                dream. Crawled out of the painting
                and killed him in a horrible way.






                                                                74
  
120   CONTINUED:                                                120


                             BLOOM
                   Well at least he had the decency to
                   just skip out on us, not do
                   something tacky like fake his own
                   death.

      Poking around the room, Bloom opens a closet. The Curator
      stands pressed against the back wall in his pajamas.

                             THE CURATOR
                       (sotto)
                   You're a little early.

      Bloom quickly closes it.

                             STEPHEN
                   I don't get it. If he was
                   hightailing it he could have waited
                   eight hours till we traded the
                   million for the book, and had some
                   traveling money. Well. Back to
                   antiquing. Nothing gained, nothing
                   lost.
                       (to Penelope)
                   And you got to see Prague, which is
                   nice.

      Penelope's eyes widen with realization.

                             PENELOPE
                   Oh.

                             BLOOM
                   You should stay in the city for
                   awhile, they have these amazing
                   puppet show opera things-

      But Stephen raises a hand to shut him up.

                             STEPHEN
                   Oh?


121   EXT. SIDEWALK BAR - DAY                                     121

      Several empty glasses of wine, one full one in Penelope's
      hand. All heads are slumped.

                             PENELOPE
                   Oh.





                                                                    75
      
121   CONTINUED:                                                    121


                             BLOOM
                   It's my fault. I can't believe I
                   left you alone with him.

      The Chink hands Stephen a piece of paper.       He glances at it.

                             STEPHEN
                   The check was cashed yesterday
                   afternoon, he'd have deposited it
                   in a Swiss account. I'm sorry Pen.

                             PENELOPE
                   What a waste.

      Bloom puts his hand on her arm, sympathetic.

                             PENELOPE (cont'd)
                   That poor man. What a waste.

      Bloom's expression turns quizzical.

                             PENELOPE (cont'd)
                   That poor Argentina man. He'll
                   never see the book now, it'll just
                   rot in the catacombs. What a
                   waste.

      When Penelope lifts her suddenly brightened eyes in a moment
      of divine inspiration, Bloom meets her gaze with fear.


122   EXT. CHARLES BRIDGE, PRAGUE - DAY                             122

      Bloom paces, Penelope looks up at the castle with binoculars.
      The Chink and Stephen stand by.

                             BLOOM
                   No. No no. Can't you see what
                   happened here, there is no book,
                   we've been swindled -

                             PENELOPE
                   But maybe there is, maybe it's
                   real, we don't know!

                             BLOOM
                   It's not real, it's a con.

                             PENELOPE
                   It's my money, I'm going to find
                   out for sure. He gave us every
                   piece of information we need.

  

                                                                  76
    
122   CONTINUED:                                                  122


      She spreads the castle floor plan out on a bench.

      Bloom turns to Stephen and the Chink with a "this is crazy
      right?" expression and gesture. They give him nothing back.

                             STEPHEN
                   We'd need to clear the
                   administrative offices.   Some sort
                   of disruption.

      The Chink strokes her chin in mock-thoughtfulness.

                             PENELOPE
                       (to Bloom)
                   C'mon. Help me break into this
                   castle. It'll be fun.


123   EXT. FIELD - DAY                                            123

      A Barbie Doll set up in the middle of the field explodes in a
      theatrical plume of fire.

      Several others follow suit.

      The Chink pops up from behind a mound of dirt in her aviator
      goggles, cigarette dangling from her lip. She leans on a
      detonator plunger.

      Bloom, Stephen and Penelope crouch nearby, watching her work.

                             STEPHEN
                   She's an artist with nitroglycerin.
                   It's kind of her thing.

                              PENELOPE
                   I feel like I want to know more
                   about her.



                    BLOOM                            STEPHEN
      Yeah.                             Yeah.

                             STEPHEN
                   Check the tat.

      On the back of the Chink's neck, a few finely scripted lines
      of Chinese.






                                                                77
  
123   CONTINUED:                                                123


                             STEPHEN (cont'd)
                   An inky wisp of personal
                   information. We transcribed it,
                   brought it into a Chinese
                   restaurant.

                             PENELOPE
                   What's it say?

                             BLOOM
                   The literal translation is
                   something about water cranes, but
                   essentially it means "When you're
                   done with something, blow it up."


124   INT. PENELOPE'S PRAGUE HOTEL ROOM - EVENING               124

      The Chink lies on the floor with Penelope, showing her how to
      build a tiny remotely detonated bomb. She slices a tiny bit
      off a brick of dynamite, sets it in a petri dish with a
      detonator, and puts the whole thing in a handbag.

      Penelope appreciates her.

      Bloom and Stephen hunker over the castle floorplan.

                             STEPHEN
                   There's a smoke detector in these
                   empty rooms in the east tower. So
                   we plant and set off a tiny -
                       (to the Chink)
                   TINY tiny, tiny charge.

      The Chink clicks a seemingly innocent ballpoint pen. With a
      BEEP, a tiny poof of fire plumes from the handbag setting it
      on fire, and the smoke rises to the ceiling.

                             STEPHEN (cont'd)
                   Fire drill ensues, offices empty,
                   and you'll have exactly four and a
                   half minutes to get through the
                   access hatch, into the catacombs,
                   get the book and get out before the
                   fire department arrives.

      Penelope and the Chink do their elaborate handshake, and she
      gives Stephen and Bloom a finger snap thumbs up.

                                                                  78
    




125   INT. PENELOPE'S HOTEL ROOM - LATER                             125

      Bloom and Penelope, up late at the table.     Going over the
      floorplan one more time.

                          BLOOM
                So straight down the corridor,
                again, tell me where.

                          PENELOPE
                Second left, third right, access
                hatch behind the copier, I need to
                sleeeeeeep...

                          BLOOM
                The abort code if we need to abort
                is "corned beef." For some reason.

                          PENELOPE
                Bloom, I need to sleep.

      He folds up the plans, she wraps up the brick of dynamite and
      bomb components and spots a black leather backpack beside an
      open handbag on the table.

                          PENELOPE (cont'd)
                Is this Yeungling's backpack?

                            BLOOM
                Yeah.

      She gently puts the brick of stabilized nitroglycerin inside
      the front zipper compartment, and sets the tiny petri-dish
      bomb beside the handbag.

                          PENELOPE
                You know what I feel?

                            BLOOM
                Horny?

                          PENELOPE
                Scared. All my big talk.       But this
                isn't a story, it's real.      Fuckin
                scary.

      She kisses him.    He kisses her back.






                                                                 79
   
125   CONTINUED:                                                 125


      The pure whole hearted sensuality with which they attack each
      other and the deluge of almost child-like need let loose in
      this one simple act quickly reaches a point where as a viewer
      we no longer feel comfortable intruding with our gaze.

      Fifteen seconds after this point, we FADE OUT.


126   EXT. PRAGUE - DAWN                                         126

      The sun arcs into the sky above the castle.


127   INT. PENELOPE'S PRAGUE HOTEL ROOM - DAWN                   127

      Bloom half wakes.

      Across the landscape of the bed, Penelope sleeps.   Sunlight
      on her body and her sleeping face.

      Distant KNOCKING.     From the next room over.

      Bloom's eyes snap open.    He scampers.


128   EXT. PRAGUE HOTEL WINDOW LEDGE - DAWN CONTINUOUS           128

      In his boxers, holding trousers and shirt in his teeth, Bloom
      swings over the ledge from Penelope's window into his.


129   INT. BLOOM'S PRAGUE HOTEL ROOM - DAWN CONTINUOUS           129

      He opens the door for Stephen, who regards him narrowly.

                             STEPHEN
                   Ready?


130   INT. PENELOPE'S PRAGUE HOTEL ROOM - MORNING                130

      The Chink picks up the backpack, handbag and petri dish bomb.


131   INT. PENELOPE'S PRAGUE HOTEL ROOM - MORNING                131

      Penelope folds a plastic bag and puts it under her jacket.


132   EXT. CASTLE ADJACENT STREETS - DAY                         132

      A little alcove with a good view of the castle.

 

                                                               80
 
132   CONTINUED:                                               132


      Stephen trains his gaze on one set of windows high in the
      Eastern tower. Bloom paces.


133   INT. EASTERN TOWER ROOM - CONTINUOUS                        133

      An empty storage room, half under construction. The Chink
      walks in, wearing the backpack and carrying the handbag. She
      goes straight for a spot just under a smoke detector.


134   EXT. CASTLE ADJACENT STREETS - CONTINUOUS                   134

      Stephen, Bloom and Penelope are joined by the Chink.

                              STEPHEN
                   Ok.

      He looks through his binoculars again.

                              BLOOM
                   Alright?

                              PENELOPE
                   Ok.

      They share a brief moment with their eyes, and Penelope trots
      off. The Chink caught it. She looks at Bloom slyly.

                             BLOOM
                   For the record, I'm still against
                   this. Why send her in alone?

      The Chink finds a way to casually smell Bloom's fingers.

                             STEPHEN
                   Because going in alone is a very
                   important thing to do. She's
                   walking into a zero security
                   tourism office during a fire drill
                   and taking a five hundred dollar
                   manuscript replica from a utility
                   crawlspace. Worst case scenario, a
                   file clerk asks if she's lost.
                   Which isn't even going to happen.
                       (to the Chink)
                   She's in position.

      He spots Penelope casually waiting beside an unmarked door.

      Bloom notices the Chink looking at him with a knowing grin.
      She mimes sealing her lips and tossing the key.



                                                                       81
         
134   CONTINUED:                                                       134


      She then takes the ballpoint pen detonator... out of the
      handbag dangling at her hip.

                             STEPHEN (cont'd)
                   Cause nobody's going to know we
                   were ever here.

      Bloom spots the handbag.         Something's not right.

                               BLOOM
                   Uh-

      The Chink clicks the pen.


135   INT. EASTERN TOWER ROOM - CONTINUOUS                             135

      The black backpack, sitting under the smoke alarm, beeps.


136   EXT. CASTLE ADJACENT STREETS - CONTINUOUS                        136

      A THUNDEROUS EXPLOSION blows a massive ten foot wide chunk
      out of the side of the Eastern tower, spewing a painfully
      dramatic ball of fire and debris.

      Screams.   Shouts.      Panic.

      Our three look up at the tower, agape.

                               THE CHINK
                   Fuck me.

      Bloom grabs the binoculars from Stephen, looks for Penelope.


137   EXT. CASTLE COURTYARD - DAY                                      137

      Panicked tourists stumble away from the descending dust.
      Penelope sees what's happened, but holds her ground.

      The unmarked door opens, and a dozen business people pour
      out.


138   EXT. CASTLE ADJACENT STREETS - DAY                               138

                             BLOOM
                   Don't do it don't do it Penelope
                   don't-



     

                                                                  82
    
138   CONTINUED:                                                  138


                             STEPHEN
                   They're locking down the castle,
                   she won't get in.


139   EXT. CASTLE COURTYARD - DAY                                 139

      She takes a step towards the door.


140   EXT. CASTLE ADJACENT STREETS - DAY                          140

      Bloom drops the binoculars and sprints.


141   EXT. CASTLE COURTYARD - DAY                                 141

      A burly SECURITY GUARD trots across the courtyard, herding
      tourists and smoking a cigar.

                             SECURITY GUARD
                   To ze back, no panic, to ze back...

      He blocks the office door, and sets his cigar down for a
      moment. Penelope spots it.


142   EXT. CASTLE ADJACENT STREETS - DAY                          142

      Bloom nears the courtyard, sees Penelope up ahead.

                             BLOOM
                   Pen! Don't - abort!   Corned beef!
                   Corned beef!


143   EXT. CASTLE COURTYARD - DAY                                 143

      Penelope deftly spins the cigar 180 degrees.

      The Guard absently picks it up and puts it back in his mouth,
      fire-side first. He howls, doubles over.

      She dashes into the door.

      Bloom bursts out of the crowd and lunges for the door, but a
      SECOND SECURITY GUARD stops him.

      Dozens more security guards swarm in. Overhead, an army
      helicopter buzzes by. Bloom stares into the doorway,
      helpless and scared.

                                                                 83
   




144   INT. TOURISM OFFICE HALLWAYS - DAY                         144

      Water rains down from the ceiling sprinklers.   Penelope
      weaves through the halls.


145   INT. COPY ROOM - DAY                                       145

      Cramped, ill lit, and with its own sprinkler.

      Penelope dashes in, shoulders the massive cold war era copy
      machine and with a Herculean effort pulls it away from the
      wall.

                          PENELOPE
                I'm in Prague. I burned a man's
                lips off to break into a castle in
                Prague.

      Revealing an access hatch.


146   INT. CRAWLSPACE                                            146

      Tiny, earthy.   Penelope shuts the hatch behind her.

      Light from a barred window illuminates a rectangular shape
      lying on a stone slab. Penelope approaches the small BOOK OF
      HOURS reverently.


147   EXT. CHARLES BRIDGE - DAY                                  147

      A full view of the castle reveals just about the worst case
      scenario. The entire area swarms with army helicopters and
      tanks, soldiers with rifles, yellow tape, news crews.

      Stephen, Bloom and the Chink sit behind the police line on
      the bridge with the rest of the crowds. Heads in their
      hands.


148   INT. CRAWLSPACE                                            148

      Penelope is broken out of her stupor by heavy footsteps all
      around her, soldiers searching the castle.

      Voices right outside the hatch.   She slides the wimpy little
      bolt shut. It rattles.

      She looks up - a moldy vent in the muddy ceiling.

                                                               84
 




149   EXT. CHARLES BRIDGE - DAY                                149

      Bloom suddenly stands.

                          BLOOM
                Wait. Wait, we're fine. She's
                fine. If the soldiers find her
                wandering the halls they'll assume
                she's a clerk, they'll just shoo
                her out. So as long as she doesn't
                do anything suspicious, she's fine.


150   INT. VENTILATION DUCT                                    150

      Penelope wriggles on her belly through a tin ventilation duct
      barely big enough for her. The book, encased in the plastic
      bag, hangs from her teeth.

      Sounds of soldiers searching the offices come from below her.

      Up ahead she sees a point of light. With a gleeful grunt she
      shimmies faster - she's nearly made it!


151   INT. TOURISM OFFICE - CONTINUOUS                         151

      A dozen SOLDIERS and the CHIEF OF POLICE have their eyes (and
      guns) trained on the tin ventilation duct above their heads.

      It is very very obvious not only that a person is crawling
      through it, but exactly where that person is.

      The Chief of Police pointedly coughs to get her attention.


152   INT. VENTILATION DUCT                                    152

      Penelope freezes.   A beat of silence.

      The tin gives way, and she plummets...


153   INT. TOURISM OFFICE - DAY                                153

      ...hitting the ground hard, then springing to her feet and
      through some knee-jerk primal instinct kicking a nearby
      soldier in the head.

      Eleven rifles cock and aim at her.




                                                                    85
      
153   CONTINUED:                                                    153


      And that's how she's caught, frozen in a kung fu stance,
      plastic bag in her teeth.

      She locks eyes with the Chief of Police.      Lets the bag drop
      from her teeth.

      And opens her mouth to speak.


154   EXT. CHARLES BRIDGE - AFTERNOON                               154

      The hubbub has died down considerably, soldiers march away
      from the castle in formation. Bloom Stephen and the Chink
      sit watching for some sign.

      Three police cars, sirens blazing, drive down the length of
      the bridge.

                             BLOOM
                   The Chief of Police.

      As the last one passes, Bloom sees the Chief of Police riding
      shotgun, and Penelope sitting with a soldier behind caged
      mesh in the back seat.

      His face falls.

      Then Penelope spots him, points and says something.

      Very suddenly, the police car stops.

      The Chief of Police gets out.       Nods at our intrepid three.

      And opens the door for Penelope. As she climbs out he
      motions for the passing soldiers to stand at attention and
      salute her.

      He kisses her hand.

                             CHIEF OF POLICE
                       (in Czech)
                   It has been a privilege, madame, to
                   behold even briefly such a strong,
                   beautiful flower.

                             PENELOPE
                       (in Czech)
                   Thank you sir, I will not soon
                   forget your kindness.

      She blushes and smiles, then does an unhurried victory strut
      back to Bloom, Stephen and the Chink.

  

                                                                    86
      
154   CONTINUED:                                                    154


      The police cars drive off.

      Penelope pulls the book out from under her jacket and sets it
      on a bench. A moment of victorious silence.

      Clapping her hands, she does a little shuffle dance of joy.

                              PENELOPE (cont'd)
                       (sings)
                   We're a band of smugglers hey,
                   la la la la la,
                   we smuggle by night, drink by day,
                   smugglers ho, ho ho...
                   Everybody!


155   EXT. SIDEWALK BAR - LATE AFTERNOON                              155

      Bloom and Stephen sit among empty wine glasses.

      The Chink approaches, gives Stephen a hand gesture.

                             STEPHEN
                   Let her sleep. Train doesn't leave
                   till eight.

                             BLOOM
                   That was real.

                             STEPHEN
                   Yeah, I know.

                             BLOOM
                   Fuckin scary.


156   EXT. PARK - LATE AFTERNOON                                      156

      Bloom walks pensively through a green park. Cat Stevens'
      "Miles from Nowhere" plays from a nearby radio.

      His eye catches something.       A shiny red apple on a fruit
      seller's cart.

      He approaches it slowly, face flushed, breath shallow, eyeing
      the elderly vendor with a thin semblance of nonchalance.

      Holy shit.    He is going to steal that apple.

      Deftly he passes, lifting and pocketing it just as the Vendor
      turns away. Bloom has done it. His pale face tightens.


  

                                                                   87
     
156   CONTINUED:                                                   156


      And turns.

      And sees a five year old boy.      Giving him a stare of infinite
      judgement.

      Bloom turns on his heel and RUNS HELL FOR LEATHER.

      The vendor shouts. The little boy chases him, pointing and
      screaming. Dogs bark. People stare. And Bloom sprints,
      apple in hand, a joyful smile forming on his lips.


157   INT. PRAGUE POLICE STATION - EVENING                         157

      Stephen bails Bloom out.

                               STEPHEN
                   An apple?

                             BLOOM
                   Yeah, but it was part of an
                   epiphany.


158   EXT. HUNGARIAN COUNTRYSIDE - NIGHT                           158

      The train thunders South, towards Greece.


159   INT. TRAIN SLEEPER CAR - NIGHT                               159

      Stephen pokes his head into Penelope's car, says goodnight.

      As soon as he's gone, a foot dangles down outside the window
      and taps it. Penelope pulls it open, Bloom shimmies in with
      two mini bottles of gin.

      He kisses her.


160   INT. SHIP STATE ROOM - MORNING                               160

      Bloom holds a sleeping Penelope, watching the sun stream
      through the window and slipping the green rubber band cash
      into her suitcase.

      A low horn blows, and Bloom's face darkens.


161   EXT. THE ATLANTIC OCEAN - DAY                                161

      The good ship Fidele breaks the waves, blowing its horn.

 

                                                                 88
   
161   CONTINUED:                                                 161


      Stephen stands on the deck.      Bloom joins him.

                             STEPHEN
                   Mexico.

      He strolls off, leaving Bloom watching the horizon gloomily.


162   EXT. DECK - DAY                                            162

      Our intrepid four sit around a small table (except for the
      Chink, who lies on a deck chair in a bikini and Chuck
      Taylors, sunning herself.)

                             STEPHEN
                   Oh-kay. We're rendezvousing with
                   Senor Rioso's guys here, on an
                   isolated beach just south of the
                   Mexican port town Tampico. A
                   simple handoff. Penelope and
                   Yeungling will stay with the car,
                   Bloom and I will do the handing.

                             PENELOPE
                   You guys seem a little tense.

                             STEPHEN
                   Well I'm not thrilled they set this
                   in Mexico. There could be
                   legitimate reasons, but Mexico's -
                   and I don't want to simplistically
                   vilify an entire country, but
                   Mexico's a horrible place. So
                   we'll be careful.


163   EXT. MEXICO BEACH - LATE AFTERNOON                         163

      The Chink fires an automatic pistol eight times into the dead
      center of a target pinned to a palm tree. She re-loads.


164   EXT. TAMPICO HOTEL GROUNDS - CONTINUOUS                    164

      The beach sprawling below them, Penelope and Bloom meander.

      The hotel itself feels very old, red ruinous stone.

                             PENELOPE
                   Is this going to be more dangerous
                   than I think, tomorrow?


 

                                                               89
 
164   CONTINUED:                                               164


                             BLOOM
                   Yeah. You should sleep at the
                   hotel tonight, I'll stay with
                   Stephen at the beach house. You'll
                   need sleep.

      On the distant beach, following the faint rapport of gunfire,
      a palm tree falls over.

                             PENELOPE
                   I'm really happy right now.   Are
                   you?

                             BLOOM
                   Right now I am.

      She kisses him and runs off along the cliff side, singing the
      smuggler song.

                             BLOOM (cont'd)
                   Penelope...

      But she's too far away now, and the ocean is too loud. She
      can't hear him, and he can't hear her, and in another moment
      she has vanishes into the green brush and white flowers.

      Behind Bloom's pained face, the sun dips towards the beach.


165   INT. BEACH HOUSE - NIGHT                                  165

      Stephen packs for tomorrow, Bloom stares out the black
      window, drinking. Flower in his lapel.

      Stephen picks up the con flowchart.

                             STEPHEN
                   The last box in our last con. Let
                   them begin the beguine. How's it
                   feel?

                             BLOOM
                   She's something special, Stephen.

                              STEPHEN
                   Uh huh.

                              BLOOM
                   Can I...

      He stares at his drink.


 

                                                                    90
      
165   CONTINUED:                                                    165


                             BLOOM (cont'd)
                   Can I just have a little more time?
                   Just a few days. I want to keep
                   her, like this, I don't want this
                   to just end. Don't make me do
                   this.

                             STEPHEN
                   Be angry at me, you son of a bitch.
                   Don't be pathetic. Make you?
                   Jesus. I told you not to fall for
                   her-

                             BLOOM
                   I'm not gonna do this.

      Stephen comes very close to Bloom's face, looks him straight
      in the eye. Finds his answer.

                             STEPHEN
                   I don't believe you.

      He goes back to packing.


166   EXT. TAMPICO HOTEL GROUNDS - NIGHT                            166

      Bloom stands, the beach behind him, the glowing lights of the
      hotel before him. Growing determination.


167   EXT. HOTEL HALLWAY - NIGHT                                    167

      Bloom knocks on a door.       Penelope answers, in her bathrobe.

                                PENELOPE
                   Hey.

                             BLOOM
                   I know what I've gotta do. I've
                   gotta talk to you. Are you wearing
                   shoes?

                                PENELOPE
                   What's up?

      He pulls her out of the room.


168   INT. TAMPICO HOTEL GROUNDS - NIGHT                            168

      Bloom pulls Penelope by the hand, but she stops.

  

                                                                91
  
168   CONTINUED:                                                168


                              PENELOPE
                   Bloom.   What?

      Deep breath.

                             BLOOM
                   My brother and I are con men. All
                   things considered, we might be the
                   most respected con man team working
                   today. And everything since you
                   hit me with your Lamborghini, all
                   of this, it's all fake. It's all a
                   con.


169   EXT. BEACH - NIGHT                                          169

      The waves break angrily on the beach. In the distance,
      Stephen finishes his drink on the beach house porch, goes
      inside and turns out the light.


170   EXT. TAMPICO HOTEL GROUNDS - NIGHT                          170

                             BLOOM
                   No, we were going to blow you off
                   tomorrow using the cackle bladder,
                   it's a, term, we have actors
                   playing the Argentina guy's men,
                   when we showed up the deal would go
                   bad, they would open fire on us,
                   Stephen and I would pretend to be
                   shot using blood packets, squibs.
                   That's - cackle bladder, in the old
                   days they put fake blood in chicken
                   bladders, so... So you'd escape
                   with the Chink, she'd send you off
                   with a little travelling money and
                   that would be that.

                              PENELOPE
                   Wow.

                             BLOOM
                   But that's not how this one's going
                   to end. I love you now, and I want
                   to get you out of this. I'm going
                   to do what I have to do to get you
                   out of this, away from all this for
                   good. Are you ready?

                                                                   92
     




171   EXT. BEACH - NIGHT                                           171

      Bloom leads Penelope down the beach by the hand.

                           BLOOM
                 Stephen's gone into town to prep
                 the Argentina actors. Your money's
                 at his place.

                           PENELOPE
                 Money? I don't want the money,
                 let's just leave.

      For a moment he's tempted.      The dark beach house looms ahead.

                              BLOOM
                 C'mon.


172   INT. BEACH HOUSE - NIGHT                                     172

      Dark. Bloom leads Penelope in, stumbles in the dark,
      switches on a lamp. Click, click - it doesn't come on.

                           STEPHEN (O.S.)
                 You have to switch it on at the
                 base.

      A beat.   Bloom does.

      Stephen sits in an easy chair, not looking happy.     But not
      angry. Much more sad than angry.

                           BLOOM
                 So I've told her our whole play.
                 And I'm here. To take her money
                 back. How's that make you feel?

                           STEPHEN
                 Disappointed.

                           BLOOM
                 This isn't the ending you wanted?

                           STEPHEN
                 It doesn't matter now. This is the
                 way it ends. So let's get it over
                 with.

                           BLOOM
                 Where's the money?

 

                                                                    93
      
172   CONTINUED:                                                    172


                               STEPHEN
                   I ate it.

                             BLOOM
                   Give me the money, Stephen.

                               STEPHEN
                   No.

                             PENELOPE
                   I don't want the money.

                             BLOOM
                   He's not going to keep a single
                   piece of you.

      Stephen stands.

                             STEPHEN
                   I'm sorry you fell in love with
                   her. But she's a mark. And all of
                   this, all of it is a con. Every
                   moment you shared with her, you
                   were just playing the part of a man
                   falling in love. That's what
                   you're afraid of, right? That you
                   don't know the difference? Or
                   maybe that there is no difference.
                   That that's what love is.

                             PENELOPE
                   We're leaving.

                             STEPHEN
                       (to Bloom)
                   No. You're too scared to leave.
                   You're scared to ride off into a
                   sunset that isn't painted
                   tarpaulin, cause real sunsets are
                   beautiful but they turn into dark
                   uncertain nights. If you were
                   ready for that, you wouldn't be
                   here. The money is in my bedroom.
                   Right behind me. But in my story
                   you don't get the money or the
                   sunset or the girl.

      A long beat.       The dark bedroom doorway looms behind Stephen.

                               PENELOPE
                   Bloom.    Let's just go.   Please.


  

                                                                  94
    
172   CONTINUED: (2)                                              172


      Bloom LUNGES, cracking Stephen in the jaw.

      Stephen goes down, Bloom leaps past him - but Stephen grabs
      Bloom's leg and brings him down.

      Then they are fighting.    Penelope watches, horrified.

      A frightening, brutal brawl that tears the small beach house
      apart, thirty years worth of a fight.

      Until Stephen throws Bloom to the ground at Penelope's feet.

      Upsetting a small table. The Chink's pistol, lying on the
      holey paper target, falls and strikes the ground.

      And goes off with a deafening rapport.

      Blood spreads just beneath Stephen's collarbone.

      Penelope screams.

      Stephen stays standing for a moment, shocked. A dribble of
      blood out of the corner of his mouth. He half grins.

                          STEPHEN
                Tastes like tin foil.

      And sinks to the ground.

      Bloom's eyes glaze.    He crawls to his brother.   Takes him in
      his arms.

                             BLOOM
                I'm sorry.

      Penelope watches the brothers holding each other. Tears in
      her eyes, but she backs away a step, very conscious of not
      being a part of this moment.

      Bloom looks up at her, almost taking a moment to recognize
      her.

                             PENELOPE
                Bloom...

      He doesn't move from his brother.

                             PENELOPE (cont'd)
                I'm sorry.

      She leaves.




                                                                 95
   
172   CONTINUED: (3)                                             172


      For a long moment the Brothers Bloom lie in each other's arms
      in the middle of the broken room.

      Then Bloom stands, goes to the window and watches Penelope
      walking off into the distance down the beach.

      From the darkened bedroom doorway steps the Chink, her face a
      mask.

      Stephen stands.   Lifts his shirt and removes the squib and
      blood packets.

      Bloom steps outside.


173   EXT. BEACH HOUSE - NIGHT                                    173

      A wood patio with steps leading down to the sand.   Bloom
      watches Penelope, now very distant, almost gone.

      Stephen comes out, pulls out a flask.

                             STEPHEN
                Hey.
                    (nothing)
                I think that was the most honest
                conversation we've ever had.
                    (more nothing)
                You actually connected on a few of
                those punches.

                          BLOOM
                Did you expect me to do it? To
                come here tonight, end it the way
                you wrote it? Or were you really
                disappointed I didn't run off with
                her?

                           STEPHEN
                I was disappointed.    But I wasn't
                surprised.

      Bloom turns and SLUGS him in the jaw.   Stephen falls to the
      sand.

                          BLOOM
                I let you do your monologue, but
                you wanna know why I did it? I did
                it so she'd never want to see me
                again. To get her away from all
                this for good.


 

                                                               96
 
173   CONTINUED:                                               173


      Without looking back Bloom walks off down the beach, in the
      opposite direction of Penelope, leaving Stephen bleeding in
      the sand, alone in the dark uncertain night.

                                                       FADE OUT.

      TITLE CARD - 3 months later.


174   EXT. LUDICROUS MANSION - DAY                               174

      Penelope's home, bucolic on a lazy Spring day.

      At a picnic table at the far edge of the front lawn, Penelope
      sits writing with intense concentration on a piece of paper.

      After awhile she raises her head, regarding what she's
      written thoughtfully. Folds it up, puts it in her pocket.

      Clicks the seemingly innocent ballpoint pen.

      BEEP.

      The mansion EXPLODES, completely.

      She walks away without looking back.

      After a beat, the plaster deer explodes in a ridiculous
      fireball.


175   EXT. ITALIAN COUNTRYSIDE - DAY                             175

      Green hills surround the walled medieval city of Ferentino.
      A tiny white car inches its way across the countryside, and
      up into the city.


176   EXT. FERENTINO APARTMENT - DAY                             176

      Bloom walks up the stone alley to his apartment, a bag of
      groceries in hand. He spots the white car parked out front.

      Loud shouting in Italian grows louder, until Penelope and the
      Grandmother burst out the front door. Berating each other
      with Italian curses and hand gestures.

      Penelope sees Bloom, and freezes.

                            PENELOPE
                   Hello.




                                                                97
  
176   CONTINUED:                                                176


                                BLOOM
                   Hey.

      The Grandmother keeps up her barrage as she takes the
      groceries from Bloom, but as soon as she's behind Penelope's
      back she gives Bloom a wink, points to her and gives a thumbs-
      up of approval.


177   EXT. FERENTINO STREETS - DAY                              177

      Bloom and Penelope wander the twisty alleyways of the city.

                             BLOOM
                   How did you find me?

                                PENELOPE
                   The Chink.

                             BLOOM
                   How did you find the Chink?

                             PENELOPE
                   She gave me her cell when we got to
                   Mexico.

                             BLOOM
                   I didn't even know she had one.

                             PENELOPE
                   I think she's kind of selective in
                   who she gives the number to.


178   EXT. FERENTINO CAFE - LATER                               178

      They sit with wine and bread.

                             BLOOM
                   Why are you here, Penelope?

                             PENELOPE
                   Why did you decide to stay with
                   your brother instead of coming with
                   me in Mexico?

                             BLOOM
                   Everything Stephen said that night
                   was true.






                                                                   98
     
178   CONTINUED:                                                   178


                             PENELOPE
                   I've been doing a lot of thinking
                   the past three months. I want you
                   to consider something.

      She takes a piece of paper from her pocket, unfolds it and
      slides it across the table to him.

      On it, written over and over in a dozen different stylized
      fonts, is "PENELOPE THE CON ARTIST."

      Bloom sets the paper down with a snap.

                             BLOOM
                   Go away. Everything Stephen said
                   was true. I was just playing you
                   as a mark. Everything between us,
                   none of it was real.

      She leans in close to him, her hand on his leg.

                             PENELOPE
                   I don't believe you.

      It's obvious even before she kisses him that she's right.


179   EXT. FERENTINO STREETS - DAY                                  179

      Bloom dials a pay phone.    He's been crying.    It rings.

                             BLOOM
                   Pick up... c'mon...


180   INT. MONTE CARLO CASINO - CONTINUOUS                          180

      Lush, Edwardian. In a private room, a card table is
      overturned. Stephen lies on the ground in a defensive
      posture, a RAVISHING WOMAN in red lunging at him with a
      curved dagger. A BEARDED MAN with an eyepatch holds her back
      by the wrists, while a MONOCLED MAN in an antique wheelchair
      holds his tear stained face in his hands.

      This whole scene is frozen like a tableau, as Stephen's cell
      phone chirps away.

      Annoyed, the Bearded Man gives him a `go ahead' nod.

      Stephen hastily answers it.



   

                                                                99
  
180   CONTINUED:                                                180


                              STEPHEN
                   Hello?


181   EXT. FERENTINO STREETS - CONTINUOUS                        181

                              BLOOM
                   How quickly can you get to
                   Ferentino?

                             STEPHEN (ON PHONE)
                   Uh... Nine-ish?

      Bloom fishes out his pocket watch.

                              BLOOM
                   Alright.

      Click. As he's putting his pocket watch back, he finds the
      stack of green rubber band money in his breast pocket.


182   INT. FERENTINO APARTMENT - NIGHT                           182

      Penelope plays cards with the Grandmother.


183   EXT. FERENTINO APARTMENT - NIGHT                           183

      Stephen and Bloom sit on the little landing outside the
      apartment.

                             STEPHEN
                   So she comes back wanting to work
                   with us. Honestly? I think we'd
                   be lucky to have her. If you
                   called me to hear my opinion on the
                   matter. Which I'm getting the
                   feeling you didn't.

                             BLOOM
                   I did what I did in Mexico to get
                   her out of all this. I would rather
                   die than bring her into the con.

                             STEPHEN
                   So maybe you want to tell me what
                   I'm doing in Ferentino.






                                                                 100
    
183   CONTINUED:                                                  183


                             BLOOM
                   You knew she'd come back. What did
                   you figure she was good for,
                   another million?

                             STEPHEN
                   One point seven five.

                             BLOOM
                   We will play her again, one last
                   con, but not for money. I'm gonna
                   tell you how this one's gonna end.
                   You built us into this, you're
                   gonna fly us out, end it so she's
                   done with all of us. End it all so
                   it can't start up again.

                             STEPHEN
                   You want me to plan a con whose
                   sole purpose is to blow her off for
                   good?

                             BLOOM
                   I love her. You owe me this. I
                   don't want to turn her into me.


184   INT. FERENTINO APARTMENT - NIGHT                            184

      Penelope sleeps on a cot against the window.

      Bloom enters wearily.    Sits in a chair.   Watches her.

      In the next room over, Stephen sits in the dark.    Shuffling
      cards.

      A lovely tune sung in Mandarin Chinese plays over this,
      segueing us into...


185   INT. KARAOKE BAR - NIGHT                                    185

      On a television screen, images of the Shanghai skyline.

      TITLE CARD - Shanghai

      A wall of monitors, which the Chink steps in front of,
      singing the climax of the song. Beautiful and sad.

      As the song ends, she sees through the spotlight Penelope,
      Bloom and Stephen at a table. Penelope waves.


 

                                                               101
  
185   CONTINUED:                                                185


      The Chink's face betrays just the slightest hint of
      disappointment.


186   INT. KARAOKE BAR PRIVATE BOOTH - LATER                    186

      The four sit with drinks.

                             PENELOPE
                   So what's the next job?

                             STEPHEN
                   Before we do the next job, we need
                   to liquidate our assets from the
                   last job.

                             PENELOPE
                   But you've got-

                             STEPHEN
                   Your money from the last job, well
                   that's profit, not capital, the
                   three of us have already split it
                   up. So step one: sell the book of
                   hours.

                             PENELOPE
                   I thought it was fake.

                             STEPHEN
                   With all your random expertise we
                   couldn't risk a flat out fake. It
                   isn't worth two point five million,
                   we could maybe catch four hundred
                   grand for it, but it's real. Who'd
                   we buy it from?

                              BLOOM
                   Minskie.

                             STEPHEN
                   Perfect, we'll sell it right back
                   to him.

      The Chink hands him a piece of paper.

                             STEPHEN (cont'd)
                   If he wasn't dead.

                             BLOOM
                   Well there's Demarco or Boyer. Or
                   Roche, if we want to go state-side.



                                                                  102
     
186   CONTINUED:                                                   186


                             STEPHEN
                   All traceable. With Minskie out
                   we'd have to go deep black market
                   if we wanted to be a hundred
                   percent clear. There's only one
                   place that's deep enough for that.

      Bloom and the Chink know exactly what he's talking about, and
      they don't look happy.

                              PENELOPE
                   Where?


187   INT. KARAOKE BAR BACK ROOM - LATER                           187

                             BLOOM
                   Russia. It's like `cancer', I
                   don't even like saying the word.

      Bloom, Stephen and the Chink drink in a cramped little
      concrete room adjacent to the bar's kitchen.

                             STEPHEN
                   We're obviously not going to deal
                   with real Russians. They'll be our
                   guys in a phony set up, they'll
                   take our phony book and give her
                   phony cash, a closed loop. Safe
                   and simple.

      Bloom looks to the Chink for an opinion.      Gets a blank face.

                              STEPHEN (cont'd)
                   So.   We go to St. Petersburg.

      At the mention of St. Petersburg Bloom looks sharply at
      Stephen, but Stephen presses on.

                             STEPHEN (cont'd)
                   She does the hand-off with our fake
                   "Russians." But while we're
                   driving out of town, everything
                   goes bad.

      He lays a simple flowchart, drawn on a napkin - three boxes.
      He points to the first, "Penelope sells book to `Russians'"




 

                                                                103
   
187   CONTINUED:                                                 187


                             STEPHEN (cont'd)
                   We discover we were sold a
                   counterfeit book in the first
                   place, which we've now sold to
                   Russian smugglers. We discover
                   this when the Russian mob starts
                   taking us out one by one. Oh shit.

      He points to the second box, "Red Dawn."

                             STEPHEN (cont'd)
                   First they ambush our car,
                   destroying the money. Then they
                   take me out, then the Chink, and
                   finally you Bloom, in a heroic
                   death that allows Penelope to
                   barely escape with her life.
                   Devastated but reborn with the
                   knowledge that you loved her so
                   much you died so she could live,
                   she drives off into a romantic life
                   of adventure and peril, on the run
                   from imaginary Russians.

      He points to the third box, "The End."

                             STEPHEN (cont'd)
                   What do you think?

                                                          CUT TO:


188   EXT. ST. PETERSBURG - SUNSET                                 188

      The blood red sun sets over the city.


189   INT. ST. PETERSBURG HOTEL ROOM - NIGHT                       189

      Penelope snores on the bed, while our intrepid three unpack.

      The phone rings.    Stephen answers it, listens, hangs up.

                             STEPHEN
                   Our "Russians" have arrived.


190   INT. ELEVATOR - NIGHT                                        190

      Stephen, Bloom and the Chink ride down to the lobby with a
      red suitcase.


 

                                                                104
   
190   CONTINUED:                                                 190


                             BLOOM
                   Who'd you get, anyway?

                              STEPHEN
                   Hm?

                             BLOOM
                   To play the "Russians?"

      DING.

      The elevator doors open, revealing the Diamond Dog.

                              DIAMOND DOG
                   My boys.


191   INT. HOTEL BAR - LATER                                     191

      Empty. The Dog leans against the bar with several LACKEYS,
      waiting patiently, making sparks with his gold lighter.
      Sounds of shouting come from the adjoining dining area.


192   INT. HOTEL DINING ROOM                                     192

                             BLOOM
                   I don't understand. Tell me so I
                   understand. Three months ago you
                   were ready to blind the old bastard-

                             STEPHEN
                   We need someone who can pass for
                   the Russian mob to buy our fake
                   book. The Dog's got his big store
                   right here in St. Petersburg.

                             BLOOM
                   Alright, fuckin stop. You want
                   this to finish in St. Petersburg,
                   you want this to end with the Dog
                   for some what thematic something?
                   Fine but don't tell it like a
                   story, let's say it. Twenty three
                   years ago and I can still smell,
                   that blood red apartment of his,
                   the smell of that place. I hate
                   him Stephen but this isn't that,
                   this is I don't trust him.




 

                                                                  105
     
192   CONTINUED:                                                   192


                              STEPHEN
                   What's he gonna do? Steal our fake
                   money?
                       (beat)
                   I've thought this one out, believe
                   me. And we can't end it without
                   him. Trust me. It's gonna be ok.


193   INT. HOTEL BAR - LATER                                       193

      The red leather suitcase on the bar.

                             DIAMOND DOG
                   Stephen, still the grand architect
                   with your symbols. Red for
                   temptation, white for salvation.

      The Dog opens it, revealing US hundreds.      Examines it with a
      loupe.

                             DIAMOND DOG (cont'd)
                   Impressive, boys.

                             BLOOM
                   It's trash. There's visible cross
                   hatching in Franklin's eye.

      Sure enough - obvious jagged misprints cut into Ben
      Franklin's eye on the bills.

                             DIAMOND DOG
                   Hm.  I'll be damned.
                       (closes case)
                   Ruskies wouldn't be caught dead
                   handing over a rag bag like this,
                   it should be a steel attache.

                               STEPHEN
                   This'll   do. We'll do the drop off
                   at your   store. Make it scary,
                   think a   movie version of the
                   Russian   mafia, but don't hassle
                   her.

                               DIAMOND DOG
                   Alright.

      The Dog closes the case, and for a moment Bloom's eyes rest
      on his bandaged hand.

      He then takes the case and quickly moves off with his crew.

 

                                                                  106
     
193   CONTINUED:                                                   193


                             DIAMOND DOG (cont'd)
                   I look forward to meeting the lady.
                   Take care, boys.

      Leaving his gold lighter on the bar.


194   INT. HOTEL CAR PORT - NIGHT                                  194

      The Chink leads Stephen and Bloom around the brown Peugeot.

                             STEPHEN
                   So. Our fake Russian attack. One
                   small charge will simulate a bullet
                   hit, and blow out the back window.

      The Chink points with an extendable pointer to a small nub on
      the rear windshield.

                             STEPHEN (cont'd)
                   So that one bang, then we roll off
                   the road. Once we get clear of the
                   car the Chink sets off the final
                   charge, incinerating the car and
                   the money in the trunk. This'll
                   all happen exactly twenty seconds
                   after we cross the main bridge out
                   of town. After the bridge.

      Stephen makes a note in a manila envelope, tucks it in his
      jacket.

                             BLOOM
                   Ok.


195   INT. HOTEL HALLWAY - LATER                                   195

      Bloom and the Chink walk back to their rooms.      The Chink is
      expressionless.

                             BLOOM
                   You've been awful quiet.

      She doesn't react.

                             BLOOM (cont'd)
                   I'm doing this for her.

      But a door clicks shut, and Bloom is alone in the hall.

                                                                   107
      




196   INT. PENELOPE'S HOTEL ROOM                                    196

      Penelope in bed. Her door cracks open, and she sleepily
      looks up. Bloom stands silhouetted in the doorway.

                          PENELOPE
                Tomorrow it all starts.

      She lifts the sheets. He gets into bed, and as she drifts
      into peaceful slumber Bloom is very conscious of holding her
      for the last time.

      When her snores begin, he has ear plugs ready.


197   EXT. ST. PETERSBURG - SUNRISE                                 197

      The Peugeot drives into the heart of the city.


198   EXT. ST. PETERSBURG ALLEY - DAY                               198

      Bloom, Stephen and the Chink parked in an alley, watching a
      doorway across the street with a pair of binoculars.

      Bloom breathes uneasily, checks his watch.

                          BLOOM
                She gives the Dog the book, he
                gives her the fake money. This is
                taking too long.

      Just then Penelope trots out.    Metal attache case in hand.


199   EXT. RUSSIA HIGHWAY - MORNING                                 199

      On the outskirts of town, parked beside a murky little lake.
      Our heroes gather around the metal attache case on the hood.

                          PENELOPE
                He hassled me. Took forever
                looking the book over, haggled the
                price. Wanted to pay me in Rubles.

      Stephen smirks, then opens it.    The money's there.

                           STEPHEN
                Alright.   Let's get the hell out of
                Russia.


  

                                                                 108
    
199   CONTINUED:                                                  199


      Bloom pulls the Dog's gold lighter from his pocket, takes one
      last glance at St. Petersburg and tosses it down into the
      lake.


200   EXT. ST. PETERSBURG HIGHWAY - MORNING                       200

      The brown Peugeot drives towards the climbing sun.


201   INT. PEUGEOT                                                201

      The Chink drives, Stephen rides shotgun.

      Bloom and Penelope in the back seat.    He looks weary.

      He sees the bridge approaching, maybe a half mile ahead.

      She pulls his head down into her lap, fingers in his hair.
      He breathes, closes his eyes.

      An explosion shatters the front passenger window.

      Bloom's eyes snap open, he bolts upright.

      The bridge is still a quarter mile away.

      In the next moment the car becomes a din of breaking glass,
      screams, tires screeching.


202   EXT. ST. PETERSBURG HIGHWAY                                 202

      A BLACK MERCEDES roars out on to the road, machine gun fire
      blazing from its windows, literally shredding the Peugeot.

      The car spins, tires flapping, and hits a highway embankment
      full speed, launching into the air.


203   INT. PEUGEOT                                                203

      A moment of strange silence as the car flips mid-air.     The
      brothers lock eyes for a split second.


204   EXT. FOREST BESIDE ST. PETERSBURG HIGHWAY                   204

      The car slams into the steep grassy embankment, manages to
      flip upright, and rolls into a thick forest, coming to an
      abrupt stop against a stout tree.




                                                                   109
      
204   CONTINUED:                                                    204


                             STEPHEN
                   OUT!

      They all four dive out of the car, Bloom shoving Penelope,
      tumbling into the thick forest an instant before the car
      becomes a roiling ball of flame.

      Bloom lies shell-shocked, his vision blurry. He vaguely sees
      Penelope passed out beside him, Stephen on the other side of
      the car.

      A DARK FIGURE comes trotting into the woods, shining a
      flashlight on the charred car. Goes to Stephen. Reaches
      down to him...

      Bloom's mind flutters away into darkness.


205   INT. FOREST - DAY                                                205

      Bloom wakes. Rain splattering.       Slumped against a tree.
      Penelope hunches over him.

                             BLOOM
                   What happened?

                             PENELOPE
                   Are you alright?

                             BLOOM
                   What happened?

                             PENELOPE
                   Yeungling went to get another car.

                             BLOOM
                   Where's Stephen?

                             PENELOPE
                   We don't know. He was gone.

      Bloom stands shakily, goes to the charred car.      Runs his
      fingers over the dozens of bullet holes.

      Goes to where Stephen fell.       Lying in the grass, a manila
      envelope.

                             PENELOPE (cont'd)
                   We're going to find him. If he
                   escaped, he'll contact us. If
                   they've got him, it's for ransom.


  

                                                                110
   
205   CONTINUED:                                                 205


                             BLOOM
                   Who's got him?

                             PENELOPE
                   The Russians.

      The Chink pulls up in the green bug, headlights catching
      Bloom's face against the dark forest depths.


206   EXT. PARKING LOT - DAY                                     206

      A desolate gas station parking lot. Bloom sits in the Bug,
      loading his revolver with shaky fingers. Penelope stands
      outside.

                             BLOOM
                   Stephen, god please what's
                   happening. I don't know what to
                   do. I don't know Stephen please.
                   Please. What's happening. Please.

      A long black sedan screeches to a halt in the parking lot
      outside the window, Bloom bolts out of the car, pistol ready.

      But the Chink climbs out of the black sedan.

                             PENELOPE
                   Where does she get all these cars?

      Bloom motions for Penelope to stay back, then goes to meet
      the Chink in the middle of the parking lot.

                             BLOOM
                   If you know what's happening, now
                   would be a really good time to
                   speak up.

      She sets a suitcase down beside her.    Bloom takes this in.

                             BLOOM (cont'd)
                   No, please. Not now. I need your
                   help here now, I don't know what to
                   do.

      The slightest smile communicates all the compassion in the
      world. But she's leaving.

      She hands him a small slip of paper, their fingers touching
      for an instant.



 

                                                                    111
       
206   CONTINUED:                                                     206


      She gives Penelope a quick little "call me" gesture, picks up
      her case and walks off.

      A truck blocking our view of her car pulls away, and she gets
      in.

      Bloom looks down at the slip of paper.        A short phrase, in
      Chinese.

                               BLOOM (cont'd)
                   Thanks.

      The engine turns over, and the Chink's car EXPLODES in a
      dramatic fireball.

      The paper flutters out of Blooms's fingers a moment before he
      and Penelope are thrown to the pavement by the shock wave.

      Bloom and Penelope lift their heads, absorbing what just
      happened.


207   EXT. CHICAGO - DAY                                             207

      A busy street, which a title card identifies as "Chicago,
      Illinois."

      On the corner, an unassuming Chinese restaurant.


208   INT. CHINESE RESTAURANT - DAY                                  208

      A dive.   The chef on the phone.

                             CHEF
                   Ah, ah yes, Mr. Bloom.      Yes, ok.

                               ALL THE COOKS
                   Blooooom!

      He puts the phone down and goes to the fax machine, which is
      spitting out a facsimile of the Chink's slip of paper.


209   INT. ST. PETERSBURG COPY SHOP - EARLY MORNING                  209

      Bloom on a pay phone, scribbling on a piece of paper.




   

                                                               112
  
209   CONTINUED:                                                209


                             BLOOM
                   Uh huh. Assholes. Ok. Um, ok.
                   So I've got "We are all assholes in
                   our own theatrical enterprises."
                   You sure?

      This phrase, written on Bloom's paper.

                             CHEF
                   And then it end with "Goodbye shit
                   head."

                                BLOOM
                   Shit head?

                             CHEF
                   But it is different meaning in
                   Mandarin, uh, endearing. "Shit
                   head" if you have affection for
                   shit.


210   EXT. SIDEWALK - MOMENTS LATER                             210

      The Bug parked nearby. Penelope sits on the curb, crying.
      Bloom sits next to her.

                             PENELOPE
                   What did it mean?

                             BLOOM
                   I don't know.

                             PENELOPE
                   What did it say?

                             BLOOM
                   "We're all of us marks in our own
                   cons." And she said goodbye.

                             PENELOPE
                   I still can't believe it.

                             BLOOM
                   That the Chink fell for a car bomb?
                   Neither can I.

                             PENELOPE
                       (hopeful)
                   What? Oh, oh god do you think she
                   faked it? So the Russians would
                   think she was dead?



                                                                   113
      
210   CONTINUED:                                                    210


      Bloom stands, paces away. He leafs limply through the manila
      folder - addresses, pictures, information...

      A paper with the Dog's photo clipped to it.       An address in
      St. Petersburg.

      The napkin Stephen wrote the con flowchart on.      The third box
      - "The End."

                             PENELOPE (cont'd)
                   What do we do now?

      Scrawled on the inside of the manila envelope - "An unwritten
      life." Bloom's face clears. He wipes his eyes.

                             BLOOM
                   Ok.

      Bloom goes to the Bug.

                             PENELOPE
                   Where are you going?

                             BLOOM
                   This wasn't Russians. This was
                   done by an old mentor of ours who
                   wants us off the map. He has an
                   apartment in St. Petersburg. So
                   this is, yeah. I've gotta go back
                   to that apartment to face the Dog
                   and get my brother back. That's
                   how I'm gonna end this.

      Penelope's eyes gleam. She jumps up to the passenger door,
      and Bloom stops her with a weary look.

                             PENELOPE
                   We can skip the whole you-sending-
                   me-nobly-away-and-me-refusing-to-
                   leave-your-side-thing.

                             BLOOM
                   Thank Christ.


211   EXT. ST. PETERSBURG STREET - LATE MORNING                     211

      A narrow alley between tall apartments.    Bloom parks, pulls
      his gun and checks it.




  

                                                                     114
        
211   CONTINUED:                                                      211


                             BLOOM
                   If there are shots you run to the
                   car and drive, with or without me.


212   INT. APARTMENT ENTRYWAY - DAY                                   212

      A badly lit apartment hallway.       Bloom approaches a door,
      Penelope behind him.

      His breathing becomes hard.        His face contorts.   He crumples
      next to the door.

                             PENELOPE
                   What's in there? Tell me who this
                   guy is.

      Bloom's breathing steadies.

                             BLOOM
                   He's just an old man.

      He tries the knob.     It opens.


213   INT. DIAMOND DOG'S APARTMENT - D                                213

      Blood red walls.

      Dark, neglected and to all appearances empty.       Bloom creeps
      down the darkened corridor, gun outstretched.       Breathes
      through his nose, chokes.

                              BLOOM
                   Dog!   I came back.

      He kicks open a door, revealing a large living space.         Empty.

      He lowers his gun, switches on the light.

      Penelope enters.     Sniffs the air.

                             PENELOPE
                   Moth balls.

      Bloom almost laughs.

                             BLOOM
                   Is that what that smell is?

      BAM! A closet door smacks open, revealing the business end
      of a double barrel shotgun.

    

                                                                   115
      
213   CONTINUED:                                                    213


      Bloom spins, gun drawn.      Penelope screams.

      Then a moment of stillness.       The shotgun barrel quivers.

      It's held by the 11 year old boy Bloom saw in the Dog's
      Mercedes in Prague. Malnourished and scared.

      Penelope approaches him slowly.

                             PENELOPE
                       (in Russian)
                   It's okay. Honey, it's alright.

      The shotgun sinks to the ground.      Penelope strokes his hair
      back from his face.

      Bloom lowers the gun, trembling.

                             BLOOM
                   Ask him if anyone else is here.

      She does.

                             BOY
                   Nyet.

                             BLOOM
                   Ask him where the Diamond Dog is.

                             PENELOPE
                   Diamond Dog?
                       (in Russian)
                   Where is the Diamond Dog?

                             BOY
                       (in English)
                   The Dog of Diamonds is gone.

      Bloom does a quick search of the rest of the room. As he
      does Penelope asks the boy one more question in Russian, and
      gets a quick answer.

                             BLOOM
                   Get the car started.

                             PENELOPE
                   What about him?

                             BLOOM
                   It's alright.



  

                                                               116
  
213   CONTINUED: (2)                                            213


      She believes him, and goes.   Bloom kneels in front of the
      boy.

                          BLOOM (cont'd)
                You don't need to be afraid of him
                anymore. Or angry at him. Or ever
                come back here again. He doesn't
                concern you anymore. Understand?
                It's gonna be ok.

      The boy nods. Bloom hands him the stack of bills wrapped in
      the green rubber band. The boy snatches it and runs off.


214   EXT. ST. PETERSBURG STREET - DAY                             214

      Bloom trots out of the apartment building, and sees two
      things: Penelope working the VW's starter, and a black
      Mercedes speeding down the narrow street towards her.

      He sprints towards her, screaming

                           BLOOM
                Get out!   Get out of the car!!

      She sees the approaching Merc, too late, and ducks down.

      A hand hurls something from the darkened window. It smashes
      through the Bug's passenger side window, showering Penelope
      with glass.

      The Mercedes roars off down the street.

      Bloom reaches the Bug and throws the door open.

      Penelope lies covered in safety glass, holding a Russian
      nesting doll.


215   INT. BUG - LATER                                             215

      The seven progressively smaller dolls lie open on the back
      seat, Bloom holds the two halves of the final tiny doll, and
      Penelope holds a note.

                          PENELOPE
                It's a ransom note. It says they
                have Stephen, it says they want the
                money wired to a specific account,
                they give a bank to do it at and a
                manager to ask for.
                          (MORE)



                                                              117
 
215   CONTINUED:                                               215
                             PENELOPE (cont'd)
                   Then an address to come to, at two
                   p.m. In two hours.

                             BLOOM
                   I'll wire the money from my
                   account, and we'll go get Stephen.

                             PENELOPE
                   It's a lot.

                               BLOOM
                   How much?

                             PENELOPE
                   I'll do it, I want to, I've got
                   plenty-

                             BLOOM
                   How much are they asking for?

                             PENELOPE
                   One point seven five million.

      A cold pit opens in Bloom's stomach.

                              BLOOM
                   Oh.   Oh oh. No no NO.

      He punches the dashboard.

                             BLOOM (cont'd)
                   No I'll kill him. I'll kill him if
                   that's what this is, if that's all
                   that this is, no NO NO.

                             PENELOPE
                   What are you talking about?

                             BLOOM
                   There's another possibility that I
                   should of, I'm a fucking idiot.
                   This might all be a con. By my
                   brother. To get me - oh god - he
                   wanted me to face the Dog, to end
                   it, and he gets your money. Oh
                   god. I'm going to be sick.

                             PENELOPE
                   Would he do that? To you?

                             BLOOM
                   I don't know. Yes.   Yes of course
                   he would.
                             (MORE)


                                                                 118
    
215   CONTINUED: (2)                                              215
                          BLOOM (cont'd)
                To tell a story so well it becomes
                real. The perfect con. That's his
                whole, goddammit, that's what.

                          PENELOPE
                But you don't know. Let's transfer
                the money. You don't know.

                          BLOOM
                Son of a bitch.

                          PENELOPE
                You don't know. This is your
                brother's life. I'm gonna wire the
                money.


216   EXT. ST. PETERSBURG BANK - DAY                              216

      Bloom sits in the car, alone. He punches the dashboard
      again, helpless enraged and scared.

      Penelope gets in, looks at the address on the note.

                          PENELOPE
                Ok.


217   EXT. BURNED OUT THEATER - DAY                               217

      Penelope and Bloom sit in the car, parked in front of the
      impressive facade of a closed, burned out old theater.

      The clock on the dashboard reads 1:50.

                           BLOOM
                I'm so scared. Anything I can
                imagine finding in there, I'm
                scared of.

                          PENELOPE
                I'm going to be here when you come
                out.

      She kisses him.

      He puts his hand on the door.    Hesitates.   Then goes.

      Walks up the stairs to the inky maw of the theater door.
      Goes in alone.

                                                               119
  




218   INT. THEATER LOBBY                                            218

      No lights. Moldy dust. A genuinely creepy place.      Bloom
      steps lightly, deeper into the theater.

                           BLOOM
                Stephen!


219   INT. THEATER AUDITORIUM                                       219

      A few lights flicker on the walls, fitfully illuminating the
      broken dusty seats and bare ruined stage.

      Bloom walks down the aisle, trying to keep his voice steady.

                           BLOOM
                Stephen!

      A spotlight snaps on from the mezzanine, right in Bloom's
      face. He spins, trapped in its glare.

      A guttural command is shouted in what might be Russian.

      When Bloom doesn't respond, the spot silently advances a few
      feet ahead of him towards the stage.

      Bloom gingerly follows it, up onto the splintered stage and
      finally resting on a split in the tarpaulin backdrop.

      With a wary glance back, Bloom steps through it.


220   INT. THEATER BACKSTAGE                                        220

      Giant fossils of antique stage scenery. Utility lights high
      above, cut by scaffolding, patch everything in dim jagged
      forms of light and black.

                          BLOOM
                    (unsteady)
                Stephen. Game's up. Come on out.
                Let's blow this one hat town.

      Silence. Then a harsh utility lamp snaps on, cruelly
      lighting Stephen's face.

      Shockingly bruised and battered, old and new blood.

      Bloom cries and rushes towards him...




                                                                120
   
220   CONTINUED:                                                 220


                              STEPHEN
                   No!   No Bloom, freeze.

      He obeys. Stephen is tied to a chair. A dark figure behind
      him holds the lamp with a black gloved hand.

                             BLOOM
                   Stephen, who is it?   Is it the Dog?

                             STEPHEN
                   Did Penelope wire the money?

                              BLOOM
                   Yeah.

                             STEPHEN
                   They're calling to check right now.
                   Don't move. I'm alright.

      The dark figure's cell phone rings, he holds it to his ear
      for a moment then flips it closed.

      Something happens in the blackness, and Stephen shakily
      stands, cut loose.

                             STEPHEN (cont'd)
                   Stay where you are, Bloom. I'm
                   coming to you.

      He takes a couple wobbly steps.

      Behind him, Bloom sees the dark figure raising his gun
      towards Stephen's back, pulling the hammer...

      And the utility lamp switches off.

                              BLOOM
                   No!

      Bloom's revolver pops out of his sleeve and he's firing into
      the blackness.

      Stephen drops flat to the ground.

      The fiery rapport of a big pistol flashes from the blackness,
      strobing the scene like stage lightning.

      Bloom reloads behind the cover of a heavy flat, but Stephen
      lies on his stomach out in the open.

                              BLOOM (cont'd)
                   Stephen!



                                                                 121
    
220   CONTINUED: (2)                                              220


                              STEPHEN
                 Stay back!

      But Bloom makes a dash for his brother, out into the open,
      unloading three more rounds into the dark.

      The dark figure returns fire on Bloom, who is sprinting full
      on his feet in a large pool of light. A sitting duck.

      Stephen launches himself up, tackling Bloom backwards.

      Just before they fall behind the safety of the flat, a red
      burst of blood flowers from Stephen's left lower back.

      Bloom sets him down gently, and hears heavy footsteps behind
      him.

      He turns, firing, but only sees a blur of dark coat go by,
      through the torn backdrop.

      Bloom runs out on stage, tearing the tarpaulin, and fires
      after the dark figure limping up the aisle and away into the
      lobby.

      Silence.

      Bloom walks back to Stephen, who lies behind the flat,
      breathing heavy. Blood soaking through his shirt.

                           BLOOM
                 Please tell me this is all gonna be
                 ok. Tell me that's a squib, and
                 that's makeup, and that you just
                 gave me what I always wanted and
                 pulled off the perfect con.

      A long, long moment.

      Stephen coughs, spits.     Then a wry grin spreads across his
      face.

                           STEPHEN
                 You said it, not me.

      He stands, the shakiness gone.

                           STEPHEN (cont'd)
                 Can I get a `wow' for this one?

                           BLOOM
                 You son of a bitch.




                                                               122
  
220   CONTINUED: (3)                                            220


      Bloom looks like he might hit him, but his face breaks and he
      embraces him, crying. The Brothers Bloom stay like that for
      a long while, holding each other in the spotlight's glow.

      Finally Stephen pulls away, tears in his eyes.   He wipes
      them, wipes blood from his lip.

                          STEPHEN
                Tastes like tin foil. Alright
                here's what I want you to do. The
                Chink split?

                           BLOOM
                Yeah.   Clean exit.

                            STEPHEN
                How?

                            BLOOM
                Car bomb.

      A hint of relief in Stephen's face.

                          STEPHEN
                Good. Here's what. Take Penelope
                back to Helsinki, take that flight
                to Rio. Lay low like we said.
                Play out the on-the-run-from-
                vengeful-Russians thing, that'll be
                fun for her. Play it like I'm
                dead, actually - that'll add some
                gravity to everything, that'll be
                nice. And I'll see you when I see
                you.

                            BLOOM
                Soon?

                          STEPHEN
                I hope not. Last thing you need is
                me hanging around. Anyway, how
                could I top this?

      Bloom hugs him again.

                          BLOOM
                I love you. Bye.

      He turns to go.

                            STEPHEN
                Hey.    Think of any card.



                                                               123
  
220   CONTINUED: (4)                                            220


      Stephen pulls out a pack of cards.

                              BLOOM
                 Alright.

      Stephen cuts, to the Queen of hearts.

                           BLOOM (cont'd)
                 Stephen. That's it.
                     (grins)
                 That's the best card trick I've
                 ever seen. I just wish you had a
                 bigger audience.

                           STEPHEN
                 You're the only audience I've ever
                 needed.

      Wink.   Bloom leaves.

      Stephen watches him go.


221   EXT. RUSSIA HIGHWAY - LATE AFTERNOON                      221

      Rumbling towards Finland.

      In the Bug, Bloom sleeps in Penelope's arm while she drives.

      She looks at his hand on hers, his shirt cuff bright red with
      Stephen's "blood." She strokes his shoulder sadly.

      Off Bloom's sleeping face...


222   INT. THEATER STAGE                                        222

      Stephen pulls a chair out onto the stage, sets it right in
      the spotlight's glare.

      Trembling as if it takes all his last strength in the world.

      Sits.   Looks at the Queen of Hearts, moves his fingers over
      it.

      Then slides is up his sleeve.

      Blood trickles down his hand.

                                                                  124
     




223   INT. BUG - SUNSET                                            223

      Bloom wakes with a start.

                            PENELOPE
                  Hey. Hey, it's ok. The bridge is
                  coming up, we're almost at the
                  border. Were you dreaming about
                  Stephen?

      She strokes his hair back from his face.

      He nods, and looks down at his sleeve.

      Stephen's "blood" on his white cuff.

      Now a dark shade of brown.

      Bloom looks at this shirt.      All the blood, it's all brown.

      He looks up at the road, nearly panicked.

      Maybe a quarter mile ahead is the bridge.

                               BLOOM
                  Pull over.     Pull over!!


224   EXT. ROADSIDE - SUNSET                                       224

      She does.

      He bursts out of the car, and run/tumbles down the grassy
      hillside till he finds the car tracks.

      He follows them to the charred remains of the Peugeot.

      Penelope stumbles down after him.

                            PENELOPE
                  What is it? You're scaring me-

                            BLOOM
                  What did you ask the Russian kid,
                  in the Dog's apartment? He said
                  the Dog isn't here, then what did
                  you ask?

      Bloom kicks open the trunk.      Pries open the blistered attache
      case.


 

                                                                125
   
224   CONTINUED:                                                 224

      Sifts through the charred pile of cinders that was the money
      from the "Russians" till he finds what he was looking for and
      brings it out into the dying light.

                             PENELOPE
                   How long had he been alone.

                             BLOOM
                   And what did he say?

      A scrap of unburned money.    A fragment of Ben Franklin's
      face.

                             PENELOPE
                   Since yesterday morning.

      A single eye gazing up at him, the green grass behind it.

      The eye is perfect.    No cross hatching.

      Bloom sinks to his knees.

                             BLOOM
                   This is real. They hassled you.

                             PENELOPE
                   Bloom-

                             BLOOM
                   The Dog was gone before we got
                   there. They hadn't cleared out of
                   their apartment, they had been
                   cleared out.


225   INT. DIAMOND DOG'S APARTMENT - DAY FLASHBACK                 225

      RUSSIANS in black overcoats burst in, shooting the Dog's men
      with silenced pistols.

      The BOY shuts himself in the closet, terrified.


226   EXT. ROADSIDE - SUNSET                                       226

                             BLOOM
                   Real Russians. Took his store.
                   They didn't know about his deal
                   with us, but you haggled with them.
                   You really sold the book to real
                   Russians. The Diamond Dog was
                   gone.

                                                              126
 




227   EXT. RUSSIA HIGHWAY - FLASHBACK                             227

      The scene beside the lake, our four heroes checking the money
      in the attache case.

                          STEPHEN
                Let's get the hell out of Russia.

      Bloom tosses the gold lighter, it splashes into the lake.    We
      follow it, plunging beneath the surface.

      Deep deep down, among weak tendrils of light, the Diamond Dog
      sinks into watery blackness, a long blade in his neck.


228   EXT. ROADSIDE - SUNSET                                      228

                           BLOOM
                And they came after us.   And
                Stephen...

      Penelope holds him tight.

                             PENELOPE
                I know.

                          BLOOM
                Stephen saved my life.

                             PENELOPE
                I know.

                             BLOOM
                He's gone.

      Bloom folds into Penelope's arms, but she doesn't let him.
      She holds his crying face up.

                          PENELOPE
                And he did it so you could live.
                Your brother loved you. He loved
                you so much. Look at me. Stephen
                said something once, I got the
                feeling he'd rather be telling it
                to you. He said there's no such
                thing as an unwritten life. Just
                badly written ones. I love you.
                          (MORE)






                                                                127
   
228   CONTINUED:                                                 228
                             PENELOPE (cont'd)
                   We're gonna outrun these bastard
                   Russian mafia, and we're gonna hide
                   out in Rio, then we're gonna live
                   like we're telling the best fucking
                   story in the world. Are you ready?

      She holds his face close to hers for a long beat. Then
      smiles and pushes away, launching up the grassy hill.

      Bloom watches her.

      Time slows as she turns back towards him, still running, and
      holds out her hand for him to follow.

                             BLOOM (V.O.)
                   I was thinking of something Stephen
                   said too. "The perfect con is one
                   where everyone involved gets just
                   the thing they wanted." Well.

      He takes the girl's hand, and runs with her towards the point
      of light breaking over the hill.


229   EXT. HIGHWAY - SUNSET                                      229

      Sunset with her wine-red fingers falls over the road ahead.
      The rumbly old VW chugs away from us, towards the horizon.



                                THE END