ANALYZE THAT

                 Screenplay by
PETER STEINFELD and HAROLD RAMIS and PETER TOLAN

        Based on characters created by
       KENNETH LONERGAN and PETER TOLAN



                June 2002 Draft




              FOR EDUCATIONAL
               PURPOSES ONLY

FADE IN:

INT. DIMLY-LIT BAR - NIGHT

Two men, CAESAR and MARTY "DUCKS," stand at  the   end of the
deserted bar, talking quietly, oblivious to  the   exotic dancer
grinding her pelvis on a pole in the middle  of   the small
stage. Body language and charisma tell us   that   Caesar is the
boss, "Ducks" his lieutenant.
                         DUCKS
           It's Peezee. Gotta be.    He hates your
           fuckin' guts.
                         CAESAR
                   (brooding)
           I don't know.
                         DUCKS
           Who else knew about the money? And
           how did Peezee know they popped Tony
           Cisco when we didn't even hear about
           it 'til last night?
                         CAESAR
                   (sighs heavily)
           I don't know.
                         DUCKS
                   (pressing)
           What is so hard to understand here?
           You said yourself Peezee was a
           mamaluke and you couldn't trust him.
           Now suddenly you're soft on the guy?
                         CAESAR
           I just don't think it was him.
                         DUCKS
           Okay, I'll bite. If not Peezee, then
           who?
                         CAESAR
                   (slowly rising to
                    his full height)
           I think it was you, Ducks.
Caesar starts to walk away as the bartender, now holding a
sawed-off shotgun, moves closer to Ducks. The exotic dancer
splits in a hurry through a curtain at the back of the stage.
                         DUCKS
                   (scared)
           You gotta be kiddin'!
Caesar stops at the door where two of his soldiers have

                                                             2.
appeared, holding AUTOMATIC WEAPONS.
                          DUCKS
            Caesar, you know me! What kind of
            fuckin' idiot would I have to be to
            try that shit with you?
                          CAESAR
            A dead fuckin' idiot.
As he walks out the door, the soldiers OPEN FIRE on Marty
"Ducks." Caesar doesn't look back.

PULL BACK TO:

TV SCREEN
The title credits come up on the made-for-cable series we've
been watching, "Little Caesar." CLAPPING AND CHEERING from
O.S.
WIDEN TO:

INT. SING SING PRISON - NIGHT

Maximum-security prisoners are gathered around watching their
favorite show in the rec room. In the front row is PAUL VITTI,
former New York crime boss, and a couple of other wiseguys.
                           VITTI
            Garbage.   Change the channel.
                           WISEGUY
            Okay, Paul.
The WISEGUY gets up and starts switching channels on the TV.
A couple of CONVICTS in the back start to protest.
                           CONVICT
            Hey!   What're you doin', asshole!
Vitti turns and stares at them.      They fall silent
immediately.
                          CONVICT
            Sorry, Mr. Vitti. Didn't mean any
            disrespect.
                           WISEGUY
            Punks.
Vitti turns the page and sees a huge headline in the Post:
MOB SHRINK TELLS ALL. He gets up, agitated.

                                                             3.
                        VITTI
          I'm going to bed.
Vitti stands up and heads back to his cell.

                                                   CUT TO:
INT. CELL BLOCK - MOMENTS LATER
As Vitti approaches his cell, he sees a prison guard standing
by. His cellmate, EARL, a giant of a man, comes out of their
cell carrying his bedroll and a box containing his other
meager possessions.
                        VITTI
                  (suspicious)
          What's goin' on, Earl?
                        EARL
          They're transferring me.
                           VITTI
          Why?
                        EARL
                  (shrugs)
          Don't know. Thanks for looking out
          for me, Mr. Vitti.
                           VITTI
          Yeah.     Take it easy.
He notices something in the box.
                           VITTI
          Hey, Earl.     Is that my after-shave?
                         EARL
                  (blanches)
          I'm sorry. I just grabbed stuff -- I
          didn't know --
                           VITTI
          That's okay.     Keep it.   Go ahead.
                           EARL
          Thanks.     See you around.
Earl exits with the guard. Vitti hesitates a moment, then
warily steps into his cell.
                                                   CUT TO:
INT. VITTI'S CELL - MIDDLE OF NIGHT
The cellblock is quiet. A guard stops outside the darkened
cell, looks around to make sure no one is watching, then

                                                           4.
pulls out a GUN with a SILENCER, reaches through the bars and
FIRES REPEATEDLY into Vitti's shadowy form under the blanket.
Then he slips away as quietly as he appeared.

ON his exit we PAN DOWN TO Vitti, unhurt, curled up under his
bunk.
                                                 CUT TO:
INT. MEMORIAL CHAPEL - DAY
A deluxe casket flanked by elaborate floral displays and an
easel displaying a portrait of the deceased, Dr. Isaac Sobel.
Mourners fill the pews, standees at the back, an overflow
crowd. BEN SOBEL sits in the front row, staring at the
casket with his wife, LAURA, his son, MICHAEL, now a
teenager, BEN'S MOTHER, and her friend, DR. JOYCE BROTHERS.
At the podium, the RABBI is speaking.
                        RABBI
          And now I'd like to call on Isaac's
          son, Dr. Ben Sobel, who would like to
          say a few words.
Ben rises and crosses solemnly to the podium.

                        BEN
                  (addressing audience)
          It's very difficult for me to talk
          about my father, because in a sense
          I'm talking about two men.
                           BEN (CONT'D)
          One, of    course, is the public Isaac
          Sobel,    the eminent psychotherapist and
          popular    author known to millions of
          readers    around the world.
Laura, Michael and Ben's Mother listen proudly to the eulogy.
                        BEN
          The second Isaac Sobel is the private
          man -- my father -- Dad. And for
          those of you who knew him well and
          knew our family -- well, let's face it
          -- my father was a psychotic, mind-
          fucking prick. An arrogant, abusive,
          ego-inflated --
A RINGING CELL PHONE interrupts him.
                                            JUMP CUT TO:
BEN

                                                            5.
still seated in the front row, daydreaming. The RINGING
CONTINUES as all the mourners and even the Rabbi discreetly
check their cell phones.

Then Ben realizes it's his, fumbles for the phone in his
jacket pocket and answers it.
                         BEN
                   (whispers)
          Hello?
The mourners mutter.

                                                  CUT TO:
INT. PRISON PAY PHONE - SAME TIME
                        VITTI
          Guess who, you fuck!
INTERCUT WITH:

INT. CHAPEL
Ben turns away from Laura.

                        BEN
          Paul?
                  (to Laura)
          I have to, uh, take this.
                  (into phone)
          This isn't a good time.
Vitti is disheveled, his hair messed, his shirt buttoned
wrong.
                        VITTI
          Not a good time? Let me explain
          something to you. I'm in fucking Hell
          right now. This is not a good time.
                        BEN
                  (sotto voce)
          I can't talk right now.     My father
          died!
                        VITTI
          So what does that have to do with me?
                        BEN
          Call me later --
                        VITTI
          Don't hang up on, Sobel!    They're
          tryin' to kill me!

                                                             6.
Ben hangs up.
                                          CUT BACK TO:

VITTI
He stands there for a long beat just staring, the DIAL TONE
BUZZING in his ear.
                                               CUT TO:
INT. SING SING - MESS HALL - NEXT DAY

Vitti and another WISEGUY pass through the cafeteria line
with their trays. Vitti now looks catatonic.
                         WISEGUY #2
          Ooh, they got tapioca. I love
          tapioca.
                   (looks at Vitti)
          You all right, Paul?
Vitti just stares, wild-eyed, actually drooling a little.
                        WISEGUY #2
          Can I have your tapioca?

A guard, the one who tried to kill him, watches Vitti from
his post. Then he nods to someone across the room.
COYOTE, a heavily-muscled and tattooed gang member, nods in
response.
Vitti walks past the table where Coyote is sitting with other
tough Hispanic gang members.
                        COYOTE
                  (to Vitti)
          Hey, Fredo! Or is it Guido?
His friends laugh.
Vitti stops and stares dumbly at them.
                        COYOTE
          Just keep walkin', Don Corleone.
There is a tense moment, then Vitti bursts out laughing.
                        COYOTE
          Shut up!
Vitti laughs harder, strangely manic.
                        COYOTE
          I said, shut up, bitch!

                                                             7.
But Vitti can't stop. He drops his tray of slop, splattering
food on the men. Coyote leaps to his feet and pulls a shiv.
                        COYOTE
          You're a dead man, jefe!
Coyote lunges at Vitti with the knife, but Vitti suddenly
whirls around, bashes Coyote in the face with his food tray
and bursts into song.
                        VITTI
                  (singing, with
                   appropriate dance
                   moves)
          'When you're a Jet,
          You're a Jet all the way,
          From your first cigarette
          To your last dyin' day...'
Prisoners and guards stare at him like he's nuts.
Coyote stabs at him again, but Vitti dodges and smashes him
over the head with the tray.
                        VITTI
          'When you're a Jet,
          If the shit hits the fan,
          You got brothers around,
          You're a family man...'
                        COYOTE
          You're a dead man, jefe!
Coyote rushes him, but Vitti sidesteps and hits him in the
face.
Guards move in from all sides.   Vitti jumps up on the
tabletop to escape them.
                        VITTI
                  (kicking at them,
                   singing)
          'I like to be in America,
          Okay by me in America...'
The guards drag him down and cuff his hands behind him, then
carry him out stiff as a board.
                        VITTI
          'Tonight, tonight, won't be just
             any night -- '
                                         DISSOLVE TO:
EXT. SOBEL HOUSE - LATER
A limo pulls up to an old, but well-maintained suburban
house, the family gets out and starts walking to the house.

                                                            8.

                                        CUT TO:
EXT. SOBEL HOUSE - FRONT PORCH - MOMENTS LATER

The family crosses to the front door.
                        BEN
                  (sighs deeply)
          I can't believe he's gone.
                        LAURA
          I can't believe what you said about
          him. Cold and withholding? You had
          to tell everybody?
                        MICHAEL
          Nice. Why didn't you just take a
          swing at the casket?
Ben opens the front door and they go in.
                                                  CUT TO:
INT. FOYER - CONTINUOUS ACTION
The family enters the foyer.

                        BEN
          Okay, I might have strayed from my
          notes a little. I'm dealing with a
          lot of stuff here. Grief is a
          process.
Laura notices FBI AGENTS CERRONE and MILLER waiting for them
in the living room. Cerrone is an attractive woman in her
late twenties, wearing a dangerously-short skirt. Miller is
a clean-cut man in his thirties.
                        MILLER
          Dr. Sobel, I'm Agent Miller, this is
          Special Agent Cerrone, Federal Bureau
          of Investigation. We'd just like to
          ask you a few questions, if we could.
                        LAURA
                  (testy)
          Can I ask what this is about?    We just
          came from the cemetery.
                        CERRONE
          We know this is a difficult time for
          you, Dr. Sobel. Sorry about your
          father.
                        BEN
          Thank you, I'm going to miss him

                                                          9.
          terribly.
Ben gestures for them to sit.

Laura and Michael both look at him doubtfully.
                        BEN
          I mean -- there were issues -- as, I
          think, there are with any father and
          son. He wasn't especially warm --
                        LAURA
          Ben -- once today? Enough.
                        BEN
          No, I'm just saying, in spite of all
          that --
Agent Cerrone crosses her legs, a move that does not go
unnoticed by Ben and Michael.
                         BEN
          -- he was a great, great legs.
                  (beat)
          Man.
                        CERRONE
          Dr. Sobel, you received a call this
          morning from Paul Vitti?
Laura shoots him a look.
                        BEN
          What makes you think Paul Vitti called
          me?
                        MILLER
          Because we monitor and record all his
          phone calls from Sing Sing.
                         BEN
          Then yes.   He did.
                        LAURA
          That was him on the phone?
                         BEN
          Yes.
                        LAURA
          And you didn't tell me?
                         MICHAEL
          Wow.   Talk about withholding.
                         BEN
          Michael?

                                                      10.

                           LAURA
             You told her --
                     (nodding at
                      Agent Cerrone)
             You told her at the drop of a hat.
Agents Cerrone and Miller eye each other.
                           BEN
             She's with the F.B.I.   She needs to
             know these things.

                          LAURA
             Oh, I see. And I don't. Why tell
             Laura? She couldn't possibly handle a
             phone call.
                           BEN
             Did I say that?
                           MILLER
             You folks need a minute?
                           BEN
             No, we're fine.

                           LAURA
             If you don't need me anymore, I'll be
             in the kitchen.
                     (to Agent Cerrone)
             And two words of advice -- from one
             professional woman to another -- Pant.
             Suit.
She exits.
                           BEN
             She's grieving. It's a process.
                            MILLER
             We understand.
                     (prompting)
             Vitti?
                           BEN
             Oh, yes. Paul Vitti and I were
             involved in some organized crime
             activity a couple of years ago. I
             mean, I wasn't involved -- not
             'involved' involved -- I was just
             trying to help him therapeutically,
             and some people tried to, uh, kill us.
             No big deal.
                           MILLER
             Well, shortly after you spoke, he

                                                             11.
          seemed to have some kind of breakdown.
                        BEN
          What kind of breakdown?

                        MILLER
          I think you'd better go up there and
          see for yourself.
                                              CUT TO:
INT. SING SING INFIRMARY - PSYCH WARD - DAY

Vitti huddles in the corner of a bare, white, padded cell,
rocking, completely out of his head.
                        VITTI
                  (singing)
          'I feel pretty, oh, so pretty, I feel
          pretty and witty and bright...'

INT. OBSERVATION ROOM - SAME TIME
Ben watches through a two-way mirror with the prison
psychiatrist, DR. CUTLER. They can hear Vitti through a
wall-mounted speaker.

                        DR. CUTLER
          I'm treating him with Thioridazine,
          300 milligrams, T.I.D. That seems to
          keep him pretty calm.
                        BEN
                  (watching Vitti)
          That would keep a parade pretty calm.
          He just keeps singing West Side Story
          songs?
                        DR. CUTLER
          'Tonight,' 'Maria,' the balcony scene.
                        BEN
          The balcony scene?   Both parts?
                       DR. CUTLER
          Oh, yeah. Get him to do 'Officer
          Krupke.' It's really good.


INT. PADDED CELL
Ben and Dr. Cutler enter.   Vitti doesn't seem to notice.
                        VITTI
                  (singing)
          'Who's the pretty girl in the mirror

                                                             12.
          there? What mirror? Where?       Who can
          that attractive girl be?'
                          BEN
          Paul, it's me.    Ben Sobel.   Paul?
                  (beat)
          Maria?
                          VITTI
          Tony?
                        BEN
                  (with a look to
                   Dr. Cutler)
          Oh, boy.
                  (to Vitti)
          What's going on, Maria?
                         VITTI
          The rumble -- it's tonight! I have to
          get out of here. I don't want to die.
          No, Chino, no!
Vitti's jaw suddenly goes slack and he slumps in his seat,
staring forward.
                          BEN
          Paul?   Paul?
Ben waves a hand in front of Vitti's face.       Nothing.
                        DR. CUTLER
          This is how it's been. He sings for a
          while, then he goes completely
          catatonic.
                        BEN
                  (skeptical)
          Really. Can we take him to an
          examining room?
                          DR. CUTLER
          Of course.
                                                  CUT TO:
INT. EXAMINING ROOM - MINUTES LATER
Vitti sits inert on the examination table.
                        BEN
          You already did a neurological work-
          up?
                       DR. CUTLER
          Yep. No tumors, no aneurisms, no sign
          of stroke --

                                                               13.

Ben slaps Vitti's face lightly a couple times.
                        BEN
          Completely catatonic --
He pulls on Vitti's ears and nose.     Vitti does not react.
                        BEN
          Totally gone. Well, I don't think
          he's smart enough to be faking.
          Street smart, yes, but we're talking
          about an I.Q. just north of a bedroom
          slipper.
Ben checks Vitti out of the corner of his eye. No reaction.
Then Ben takes a sharp needle from an instrument tray.
                        BEN
          So if I just stuck him with this
          needle, he probably wouldn't even
          respond.
                          DR. CUTLER
          I don't know.    Try it.
Ben hesitates for a moment to see if Vitti will crack, then

                          BEN
          Okay --
He sticks the needle into Vitti's shoulder.
                        VITTI
                  (bursts into song)
          'Boy, boy, crazy boy, keep cool, boy!
          Got a rocket in your pocket, keep
          cool-y cool boy -- '
                                                 CUT TO:
INT. SING SING - CONSULTATION ROOM - NEXT DAY
Vitti is sitting at a table facing Ben.     Dr. Cutler observes
from a chair in the corner.
                        BEN
          Paul, we're going to    give you some
          tests to assess your    mental condition.
          There's no pressure    -- just answer as
          best you can. Do I     have your consent
          to share the results    of these tests?
                        VITTI
          Mommy's mad at me because I made a
          boom on the rug.

                                                            14.
                        BEN
          I'll take that as a yes. Okay, I'm
          going to show you ten cards, each
          containing a picture of an inkblot. I
          want you to look at each card and tell
          me what you see.
                         VITTI
          I see you.   I see him.   I see a table.
                        BEN
          Focus, Paul. You haven't seen the
          card yet.
                  (hands him first card)
          What does this look like to you? Take
          your time.
Vitti looks at the wrong side of the card.    It's all white.
                        VITTI
          It looks like snow.
                        BEN
          No, Paul, the other side.
Vitti turns it over and makes a face.

                         VITTI
          A bat.   A big bat. Or a weasel.
                        BEN
                  (taking notes)
          Bat or weasel. All right.
                        VITTI
          And he's got a little girl -- no, it's
          a little boy -- in his teeth -- and
          he's shakin' him and shakin' him
          'cause the kid didn't wipe himself
          good -- and the kid is screaming
          because the bat-weasel ripped out his
          throat and the blood is shootin' out
          of his neck vein.
                  (pointing)
          That's the blood.
Doctor Cutler looks worried.
                        BEN
                  (skeptical)
          See anything else?
                        VITTI
          Just the pussy with the teeth.

                                                          15.

                        BEN
                  (making more notes)
          Pussy with teeth. Next card.

                                              CUT TO:
SHAPES TEST
Vitti is literally trying to pound a square peg into a round
hole.

                                              CUT TO:

VITTI AND BEN
                        BEN
          Now try repeating the numbers
          backwards. For instance, if I was 1-
          2-3, you will say 3-2-1. Okay, 7-3-8.
                        VITTI
          3-2-1.
                         BEN
          Try again.   7-3-8.

                        VITTI
          Blue.
                                              CUT TO:

THEMATIC APPERCEPTION TEST
Vitti studies a vague and ambiguous photograph of a man
standing beside a bed with a sleeping woman and child on it.
                        BEN
          Just tell me what you think is going
          on in this picture.
                        VITTI
          This is a picture of a guy -- nice,
          hardworking guy -- comes home and
          finds out his wife's been screwin'
          this midget while he was out of town.
                        BEN
                  (appalled, makes
                   a note)
          Screwing a midget. And how does the
          story end?
                        VITTI
          I think he works over the midget for a
          while, then he blows 'em away.

                                                           16.

                        BEN
          The wife or the midget?

                        VITTI
                  (smirks)
          Trick question, right?    Both of 'em.
                                                CUT TO:
ANOTHER TEST

                        BEN
          Okay, Paul. Last test. In this one,
          I'm going to start a sentence and you
          complete it any way you want to.
          Ready? 'I get
          angry -- '
                        VITTI
          Yes.
                        BEN
          No, you're supposed to complete the
          sentence.
                         VITTI
          I did.   I said 'yes.'

                        BEN
          I wasn't asking if you agreed or
          disagreed; it was more like, 'I get
          angry when -- '
                         VITTI
          -- whenever.
                        BEN
          Well, that about does it for me.
                                                CUT TO:
INT. U.S. ATTORNEY'S OFFICE - DAY
Ben meets with RICHARD CHAPIN, the U.S. Attorney for the
Southern District of New York.
                        BEN
          Based on his symptoms and the test
          results, I'd say brief psychotic
          disorder -- if it persists, possibly
          schizophreniform disorder. And Dr.
          Cutler agrees with my diagnosis.
                         CHAPIN
          So he's crazy?

                                          17.
               BEN
Dr. Cutler?   No, he's annoying, but --
              CHAPIN
Vitti.
              BEN
Not crazy. At least not permanently.
In certain people, continuous exposure
to an extremely stressful situation --
soldiers in combat, for instance,
disaster victims, a hostage situation,
or being locked up in a maximum
security prison with someone trying to
kill you -- it can produce a temporary
psychotic state.
              CHAPIN
How temporary?
              BEN
A day, a week, up to a month -- if the
precipitating stressors are removed.
              CHAPIN
        (musing)
Which means he's not going to get any
better while he's still in the can.
              BEN
He could get worse. He could
deteriorate to the point where he'd be
permanently schizophrenic.
              CHAPIN
Then I'd say he's got a real problem,
because he goes before the parole
board in four weeks.
              BEN
You think they'll let him out?
              CHAPIN
Oh, yeah, I'm sure they'll want to
release a major Mafia figure who's now
totally deranged on top of it.
              BEN
        (thinks)
Well, couldn't you release him to    a
halfway house or some place where    he
could get some decent treatment?
Based on my earlier work with him,    I
don't think he's dangerous, and I
think he was making a real effort    to
reform himself.

                                         18.
              CHAPIN
You do, huh?
        (thinks for a
         long moment)
Okay. Then I'll tell you what. I'm
gonna release him into your custody.
              BEN
Mine? Me? No, this is a bad time for
me. My father just died -- and I've
got this bulging disc in my neck --
and we're redecorating, which is a
total nightmare. I can't --
              CHAPIN
You want to see him killed in prison?
              BEN
No, of course not.
              CHAPIN
Or sent to a facility for the
criminally insane.
               BEN
No --

              CHAPIN
Then he's all yours. I'm going to
talk to the Bureau of Prisons and get
you certified as a temporary federal
institution.
                BEN
          (stricken)
What?    I can't be an institution.
               CHAPIN
        (firm)
You've got thirty days to get him in
shape for his parole hearing. That
means sane, sober and gainfully
employed. But let me warn you,
Doctor. If he fucks up in any way --
if he flees, or if I find out that
this whole thing was just a setup so
he could get back on the street and
return to a life of crime -- I will
hold you totally responsible, and I'll
see that you are stripped of your
license and prosecuted to the full
extent of the law. Are we clear?
                 BEN
          (gulp)
Yes.    We're clear.

                                                             19.
                        CHAPIN
          You still want him?
                        BEN
                  (long beat to
                   decide)
          Yes.
                                                 CUT TO:
EXT. SING SING - FEW DAYS LATER

The gate opens and Ben coaxes Vitti outside.     A guard watches
them.
                        BEN
          Okay, Paul -- this way.
Vitti comes out carrying an overnight bag, walking like a
zombie. Ben leads him over to the car and opens the door for
him. Vitti keeps walking, passing the car.
                        BEN
          This way, Paul. Over here.      Here we
          go.
Ben helps Vitti into the car.     One of Vitti's legs is still
outside.
                         BEN
          Leg, Paul.   Leg up.
Ben lifts Vitti's leg into the car and closes the door.
                                                 CUT TO:
INT. CAR - MOMENTS LATER
Ben STARTS the CAR and pulls away with Vitti still slumped in
his seat. Once out of sight of the prison, Vitti straightens
and turns on Ben, suddenly lucid.
                        VITTI
                  (enraged)
          You fucking son-of-a-bitch! Where the
          fuck do you get off sticking me with a
          needle?
                        BEN
          I knew it! I knew you were faking!
          You used me to get you out of prison!
                        VITTI
          Took you long enough. I was singin'
          West Side Story for three fuckin'
          days. I'm half a fag already.

                                                     20.
                        BEN
          What are you talking about?
                        VITTI
          I call you to say somebody's trying to
          kill me and you hang up on me?
                        BEN
          I was at the funeral home!
                        VITTI
          You're my fuckin' doctor!

                        BEN
          My father died!
                         VITTI
          Me me me me!   He's dead!   Get over it.
                        BEN
          Are you hearing yourself?
                        VITTI
                  (perfunctorily)
          I'm deeply sorry for your loss.
                        BEN
          Yeah, I can see how touched you are.
                        VITTI
          What's the difference?   You hated him
          anyway.
                        BEN
          I loved my father. I'm feeling a lot
          of grief right now.
                        VITTI
          I'm not sensing it, but if you say so.
Ben nervously pops a pill and swallows it.
                         VITTI
                  (re:   pill)
          What's that?
                        BEN
          Decongestant. I'm getting over a
          cold. All right, what's going on?
          Who's after you?
                        VITTI
          I don't know -- take your pick. Could
          be my old family, or could be the
          Rigazzis. Ever heard of Lou Rigazzi -
          - Lou 'The Wrench'?

                                                          21.
                        BEN
          Why "The Wrench"?
                        VITTI
          Because he twisted a guy's head off
          once.
                           BEN
          Off?
                        VITTI
          Off. Fuckin' Calabrese -- animals.
          And comin' from me you know that's a
          big compliment.
                        BEN
          I'm sure they'd be flattered.    So --
                        VITTI
          The feds are really putting the
          pressure on. The families are
          fighting each other again -- what's
          left of 'em. It's the fall of the
          fuckin' Roman Empire. It's
          World War Three out there.
                        BEN
          So what does that have to do with you?
                        VITTI
          They knew I was gettin' out soon and
          the last thing anybody wants to see is
          me getting into it on either side.
                        BEN
          Maybe if you just explain to
          them -- that you're out of it now,
          that you're starting a new life --
                          VITTI
          Yeah,   they'll probably want to throw
          me a   party and give me a gold watch.
          Trust   me -- nobody's lookin' forward
          to me   being out.
                        BEN
          You are, aren't you?
                        VITTI
          Me? Oh, yeah, my future looks real
          fuckin' rosy.
Ben can't believe what he's gotten himself into.
                                                CUT TO:
EXT. SOBEL HOUSE - LATER

                                                           22.

Ben and Vitti pull into the driveway and get out of the car.
                        BEN
          Want to grab your stuff?
                        VITTI
          I'm not gonna be here that long.
          Jelly's pickin' me up in an hour.
                        BEN
          Paul! I don't think you understand.
          You're in my custody. I could get in
          a lot of trouble if you screw up.
                        VITTI
          Don't worry about it.     I'll call you
          tomorrow.
                        BEN
          Oh, no. You want to go back to Sing
          Sing? Thursday's meatloaf night. I
          can have you back there in no time.
          The U.S. Attorney was very clear. You
          stay with me; therapy every day; you
          can't leave the area without
          permission --

                        VITTI
          What are you, my father now?
                           BEN
          And you    have to get a job as soon as
          you're    well enough, which is now. So
          are you    coming in with me or do I have
          to make    a phone call?
Vitti relents and grabs his stuff from the back seat.
                          VITTI
          I'm comin'.    Some fuckin' life this is
          gonna be.
He follows Ben up the stairs.
                                                 CUT TO:
INT. U.S. ATTORNEY'S OFFICE - LATER
Chapin is conferring with another U.S. ATTORNEY, DAVIS, and
Agents Miller and Cerrone.
                        CERRONE
          You really think Vitti is crazy?
                        CHAPIN
          Yeah, he's about as crazy as I am.

                                                            23.
          Think about it. Locked up, he was
          absolutely no use to me. But back on
          the street, Vitti's still powerful
          enough to pose a threat to both
          families. It's like throwing gasoline
          on a fire.
                        DAVIS
          If we can use Vitti to escalate this
          war, we might just end up putting them
          all away.

                        MILLER
          That's if he goes back to his old
          life.
                        CHAPIN
          If? People like Paul Vitti     don't
          change. This guy's been a     menace to
          society since he was twelve    years old.
          Being a criminal is all he    knows.
          Trust me.
                        DAVIS
          He's gonna head straight for trouble.
          Then all we have to do is sit back and
          pick up the pieces. We could get
          twenty, maybe even thirty indictments
          next time the grand jury convenes.
                        CHAPIN
                  (smiles)
          You know, Giuliani started this way.
                        DAVIS
          You running for mayor?
                           CHAPIN
          Could happen.     Just stick with Vitti.
                                                 CUT TO:
INT. SOBEL HOUSE - LATER
Ben and Laura are in the kitchen, cleaning up the dinner
dishes. Ben is wearing an apron that says "To Heck with
Housework!" and a pair of Playtex rubber gloves. Laura is
angrily muscling dishes around.
                        LAURA
          How could you? How could you bring
          him here? That --
                  (shuddering)
          -- mobster -- in my home -- eating off
          my dishes.

                                                             24.
                    (looking at the plate
                     in her hand, disgusted)
          Ewww.

She scrubs the plate with manic energy.
                        BEN
          I didn't have a lot of choice.
                        LAURA
          Oh, there's a law that says you have
          to bring a gangster home?

                        BEN
          I told you. He's in my custody.      I'm
          a federal institution.
                        LAURA
          You should be in an institution.     Why
          couldn't he just go home?
                        BEN
          His wife and kids aren't here.
          They're in Ohio.
                        LAURA
          Ohio! Sure. Everyone gets to be in
          Ohio except me.
                        BEN
          His life was threatened and he didn't
          want to endanger his family.
                        LAURA
          How thoughtful! What about
          endangering our family?
                  (worried)
          I think my teeth are loose.     Feel my
          teeth.
                        BEN
          Honey, your teeth are fine. I know
          it's an imposition, but what could I
          do? I didn't want him here. They -
                        LAURA
          You didn't want him, I didn't want
          him, but here he is!
She looks up and jumps when she sees Vitti standing there.
                        LAURA
                  (covering, cheerful)
          Here he is!
                         VITTI
          Coffee?

                                                      25.

                          LAURA
          What?

                        VITTI
          Somebody said something about coffee.
                          LAURA
          That was you.    You said you wanted
          some.
                        VITTI
          So what's the holdup?
                        LAURA
                  (to Ben)
          Why don't you make your friend some
          coffee. I'm going upstairs to take a
          long bath and hopefully drown.
Laura smiles at the two men, then exits.
                        BEN
          You'll have to forgive her.     She's
          usually a great hostess.
                        VITTI
          I understand. She's uncomfortable.
          The whole situation's a little awkward
          with me bein' here -- but let's face
          it, Emily fuckin' Post she's not.
                        BEN
          Emily fuckin' Post. Well, that
          explains why she rarely used her
          middle name.
                        VITTI
          Listen, I got a friend coming over.     I
          didn't want you to be surprised.
                           BEN
          What    kind of friend? Because if it's
          'The    Wrench,' or 'The Power Drill' or
          any    other kind of
          tool    --
                        VITTI
          Not that kind of friend.     It's a
          personal thing.
                        BEN
          They won't stay late, will they?
                        VITTI
                  (stares at him)
          Are you really that pussy-whipped?

                                                          26.

                          BEN
            I'm not -- this has nothing to do with
            Laura.

                          VITTI
            I heard her busting your balls.
                           BEN
            We were having a disagreement. A
            certain amount of conflict is normal
            in a marriage.

                              VITTI
            Or?
                              BEN
            Or what?
                          VITTI
            Or you're pussy-whipped.
                              BEN
            Paul --
                          VITTI
            Good night, Whippy.

                          BEN
                    (calls after him)
            Remember, this is only temporary.
                          VITTI
            Oh, really? I didn't hear you the
            tenth fuckin' time.
He exits.
                                                CUT TO:
INT. UPSTAIRS HALLWAY - MOMENTS LATER
Ben knocks on Michael's door and walks in without waiting to
be asked.
                                                CUT TO:
INT. MICHAEL'S ROOM - CONTINUOUS ACTION
Michael is sitting up in bed reading.
                          BEN
                    (oblivious)
            Mike, can we talk for a second?
                              MICHAEL
            Sure.     What?

                                         27.

              BEN
I know the last few weeks have been
kind of tough with Grandpa -- dying
and everything -- and it might've felt
to you like I didn't have time for you
or I didn't care about how you feel.
              MICHAEL
No, it didn't.
              BEN
Good. Because I want you to know that
you can talk to me about stuff and
that I can really listen and
understand what you're going through.
              MICHAEL
I do, Dad.
              BEN
And if I seemed a little hard on
Grandpa, it's just that your
grandfather was a hard man in a lot of
ways. He wanted everything done his
way and sometimes I just felt like
nothing I ever did was good enough. I
don't want it to be that way with us.
              MICHAEL
It's not.
              BEN
And you know, at times like this we
all might start questioning our own
mortality and you might be thinking
how devastated you'd be if I died.
Right?
               MICHAEL
No.   Not really.
              BEN
That's good. Good talk. And I
realize it's all a little hectic right
now, but this Paul Vitti thing is only
temporary, okay?
              MICHAEL
Oh, really? I didn't hear you the
tenth fuckin' time.
              BEN
That's not funny.   Good night,
Michael.

                                                          28.

                        MICHAEL
          Good night, Whippy.

Ben exits, shaking his head.
The moment he's gone, the rumpled blankets next to Michael
shift, and a CUTE, PUNKY 16-YEAR-OLD GIRL emerges from hiding
under the comforter.
                        CUTE GIRL
          I gotta get home. What was that
          about?
                        MICHAEL
          I have no idea. Parenting stuff.
                                                CUT TO:
EXT. SOBEL HOUSE - NIGHT
The suburban street is dark and quiet and all the lights are
off in the house.
                         WOMAN (V.O.)
          Ohhhhh!   Ohhhhh, Paul!

                                                CUT TO:
INT. MASTER BEDROOM - SAME TIME
The room is dark. We PAN UP the foot of Ben and Laura's bed
and find them both wide awake staring straight up at the
ceiling, listening.
                         WOMAN (O.S.)
          Ohhhh, God!   Oh, oh, oh, oh!
                        BEN
          This has to be some kind of record,
          don't you think? It's been like forty
          minutes.
                        LAURA
          How long are you going to let them go
          on?
                        BEN
          Let them? How much longer can he go?
          Another twenty minutes, I'm either
          breaking it up or calling the Guinness
          Book of Records.
The MOANING shifts into low gear, more guttural and bestial.
                        LAURA
          Oh, give me a break.    She's got to be

                                                          29.
          faking.   Nobody sounds like that.
                        BEN
                  (suggestively)
          That's not entirely true.
                        LAURA
          Okay, sometimes you do sound like
          that.
The O.S. MOANING kicks up another notch. Laura rolls over
and jams her pillow over her ears. Ben growls, exasperated.

                                                CUT TO:
INT. MICHAEL'S ROOM - SAME TIME
Michael's girlfriend is gone. He has his bedroom door open a
crack and he's standing there holding a small tape recorder
and smiling broadly.
                        WOMAN (O.S.)
                  (high-pitched now)
          Ah, ah, ah, ah...!
                                                CUT TO:

EXT. STREET - SAME TIME
Agents Cerrone and Miller sit in a sedan with a small,
sophisticated-looking microphone trained on the Sobel house
just down the street. They hear the high-pitched MOANING.
Miller gives Cerrone a look.
                          CERRONE
          Oh, come on.    Nobody sounds like that.
                                                CUT TO:

INT. HALLWAY - MOMENTS LATER
Ben takes a deep breath and knocks sharply on the guest room
door. The heavy MOANING STOPS. After a moment, Vitti
appears wearing only a bathrobe. Ben can see the beautiful
SHEILA sitting naked on the bed.
                          VITTI
          What?
                        BEN
                  (indignant)
          I have a 17-year-old son.
                        VITTI
          So let him get his own fuckin' girl.

                                                          30.
                        BEN
          Can I talk to you, please?
                        VITTI
          Actually, I'm right in the middle of
          someone.
Sheila starts to light a cigarette.
                         BEN
          Miss? Excuse me.     There's no smoking
          in this house.

                                                CUT TO:
INT. MICHAEL'S ROOM - SAME TIME
Michael freezes, about to light a cigarette himself.
                                                CUT TO:
INT. LIVING ROOM - MOMENT LATER
Ben comes down the stairs with Vitti.
                        BEN
          What do you think you're doing?

                        VITTI
          Minding my own fuckin' business, like
          you should be doin'.
                        BEN
          Well, it's a little hard with the live
          sex show going on in the guest room.
                        VITTI
          I've been in prison for two and a half
          years. What am I supposed to do?
                        BEN
          Go to a hotel.
                        VITTI
          That's what I wanted to do, but you
          told me I had no choice -- it was
          either here or Sing Sing.
                        BEN
          I'm not trying to punish you. These
          aren't my rules, but I have a
          responsibility here. Besides, I
          thought you might like a nice home-
          cooked meal after being in prison that
          long.

                                                          31.

                        VITTI
          Yeah, that's what I've been jerkin'
          off about for eight hundred
          consecutive nights -- a nice home-
          cooked meal.
                  (making a jerking
                   motion)
          Ohhhh, tuna casserole.
                        BEN
          That girl is not staying here.

                        VITTI
          I think you're jealous.
                        BEN
          Oh, yeah, I'm really jealous.
                        VITTI
          I didn't hear nothin' comin' out of
          your room.
                        BEN
          We don't think it's necessary to wake
          the neighbors every time we have sex.

                        VITTI
          Hey, if you're really quiet, you might
          be able to do it without even wakin'
          up your wife.
                         SHEILA (O.S.)
                   (moaning)
          Ohhh.   Ohhh.
Ben looks curiously at Vitti.
                        VITTI
          I told her if I wasn't back in two
          minutes to start without me. I gotta
          go.
Vitti heads back upstairs.
                        BEN
          This is not a good start, Paul.
                                                CUT TO:
INT. DINING AREA - NEXT MORNING
Laura and Ben are hosting a brunch for the out-of-town
relatives. Laura offers a basket of bagels to a seated,
older woman.

                                                           32.

                        LAURA
          Aunt Ester, I'm so sorry we had to put
          you up at the hotel. We wanted you
          here with us, but we had an unexpected
          house guest.
She glares at Ben.
                        AUNT ESTHER
                  (sighs)
          Your father always had room for us.

                        BEN
          I'm sorry.
                  (mutters to Laura)
          Next time I lose a parent, I'll be
          sure to reserve the guest room.
A DOOR SLAMS somewhere, then Sheila storms into the room
sobbing, her hair askew, tucking her blouse into her skirt.
                        SHEILA
                  (screaming)
          Go to hell, Paul! You just go to
          hell!

                         VITTI (O.S.)
          Go ahead! Get out of here, you crazy
          fuckin' whore.
Vitti charges into the room, his robe open. From the
reactions of everyone in the room, it's clear he's not
wearing anything under it.
                        VITTI
          Go back to turning tricks in Jersey
          for all I fuckin' care.
Sheila exits and slams the front door.   Vitti sees everyone
staring at him. He closes his robe.
                        VITTI
          How's it goin'?
                  (sees buffet)
          Oh, we got food. Good.
Vitti heads for the buffet.
                        LAURA
                  (smiling)
          Ben?
                        BEN
                  (quickly)
          Paul?

                                                            33.
Vitti bellies up to the buffet, stepping between an older
couple. He eyes the food disdainfully.
                        VITTI
          Oh, great. Jew food. Who do you have
          to fuck to get some bacon around here?
The woman reacts in horror.
                        VITTI
          Not you, I'm guessing.

                        BEN
                  (snags Vitti's arm)
          Why don't we go to my office?   I'll
          make you a plate.
                                                 CUT TO:
INT. BEN'S OFFICE - MOMENTS LATER
Ben and Vitti enter.   Vitti still in his robe.
                        VITTI
          What is it with your relatives?   They
          tend to overreact quite a bit.

                        BEN
          I know. All you did was flash
          everybody in the dining room.
                        VITTI
          So? From the look of 'em, some of
          those broads haven't seen the old
          salcicc' in a long time. It's good
          for them.
                        BEN
          Well, when the paramedics revive my
          Aunt Goldie, I'll be sure to ask her.
          Sit.
Vitti starts for Ben's chair.
                        BEN
          Ah ah ah!
He points Vitti to the sofa and takes his own chair.
                        BEN
          So what are you going to do, Paul?
                        VITTI
          What do you mean?
                        BEN
          With your life.

                                                          34.

                        VITTI
          First I'm gonna find out who's tryin'
          to kill me. I'm a target. Somebody
          could shoot right through that window
          -- blow my fuckin' head off.
Ben sees that he's in the line of fire, gets up and moves out
of the way.

                        BEN
          Okay, that's a priority. Have you
          thought about what you're going to do
          for work?
                        VITTI
          Yeah. I'm too big for a jockey so
          I was thinkin' maybe a hairdresser.
          They'll call me Mr. Paul.
                       BEN
          Come on. There must be something you
          like to do.
                        VITTI
          I like hitting a guy on the head with
          a baseball bat.
                        BEN
          Oh, sporting goods. We'll check the
          want ads tomorrow but don't get your
          hopes up. Anything else?
                        VITTI
          Shylocking, bookmaking, unions, the
          usual --
                         BEN
          Who are you?
                        VITTI
          Who am I? I'm the guy who's paying
          you $150 an hour to play these stupid
          fuckin' games. You know who I am.
                         BEN
          I know that.   I mean what are you?
                        VITTI
          What do you mean, 'What am I?'
                        BEN
          I just want to know how you see
          yourself.

                                                     35.
                        VITTI
          You're making me very fuckin' nervous.
                        BEN
          Just answer the question.     What are
          you?
                        VITTI
                  (shrugs)
          I'm the boss.
                        BEN
          Really? The boss of what -- Jelly?
          You're not the boss of me. So what
          are you the boss of?
                        VITTI
          You, you're good. I see what you're
          doing here.
                        BEN
          What am I doing, Paul?
                        VITTI
          You're pissing me off is what you're
          doing. Look at me. It's starting
          again, the anxiety.

                          BEN
          I understand.
                           BEN (CONT'D)
          You've    spent your whole life becoming
          who you    are and now you can't be that
          anymore    -- that's gotta be scary. If
          you're    not Paul Vitti the mob boss,
          who are    you?
Vitti is at a loss.
                        BEN
          Well, let's think. When you were a
          kid, What did you want to be?
                          VITTI
          I don't know.    Who remembers that
          stuff?
                        BEN
          You must've wanted to be something
          when you were little -- fireman?
                          VITTI
          No.
                        BEN
          Baseball player?

                                           36.

                VITTI
No.

                BEN
Astronaut?
                VITTI
No.
                BEN
Al Capone?

                VITTI
Yeah, maybe.    What did you want to be?
              BEN
We're not talking about me.
                VITTI
I am.
               BEN
Fine.   I wanted to be a philatelist.
              VITTI
You wanted to look up people's
assholes all day?
              BEN
No, Paul, I believe you're thinking of
a proctologist. I wanted to collect
rare and unusual stamps.
              VITTI
You must've been a lot of laughs when
you were a kid. Lonely, huh?
             BEN
Oh yeah. Big time.      So what did you
want to be?
                VITTI
It's stupid.
              BEN
You afraid to tell me?
              VITTI
Yeah, I'm afraid.
                BEN
Then tell me.    I'm not here to judge
you.

                                        37.
              VITTI
        (a beat)
Okay. When I was really little --
like seven or eight -- maybe I wanted
to be a cowboy.
               BEN
A cowboy.   Really?
              VITTI
Yeah. My father gave   me a cowboy
suit -- you know, the  vest, the
chaps, the cap guns --  the whole
thing. And he used to   take me up
to my uncle's farm in  New Jersey
and lead me around on  this pony.
Yippee-i-o. You happy   now?
              BEN
So you watched cowboy movies and TV
shows with your father.
              VITTI
Everybody. The whole family.     My
father loved 'Gunsmoke.'
              BEN
Sheriff Dillon.
              VITTI
        (corrects him)
Marshal Dillon.
                BEN
Marshal.    So who were your favorite
cowboys?
              VITTI
This is so fuckin' retarded.
               BEN
Paul!
              VITTI
All right. Gene Autry, Roy Rogers,
the Lone Ranger --
               BEN
Interesting.   They're all good guys.
               VITTI
Yeah, I guess.
              BEN
No, that's important. You didn't want
to be the bad guy. You wanted to be
the hero.

                                                             38.

                          VITTI
          Yeah, so?

                        BEN
          So what happened?
                          VITTI
          I don't know.    Nothing happened.
                        BEN
          So why didn't you become a cowboy?

                        VITTI
          I lived in East Harlem! I joined a
          street gang when I was 12 and that was
          it.
                        BEN
          Something else happened when you were
          twelve.
                          VITTI
          What?
                        BEN
                  (prompting)
          Something that made you very sad?
                        VITTI
          The Dodgers moved from Brooklyn to
          L.A. Everybody took it pretty hard.
                        BEN
          Something else.
                        VITTI
          We playin' a guessing game here?
                        BEN
          Paul! Your father was murdered!
          Right in front of you. Remember?
                        VITTI
          Do I remember? I think about it every
          fuckin' day of my life. What's that
          got to do with it?
                        BEN
          It's got everything   to do with it. He
          gave you the cowboy   suit. With a
          white hat. He was    in the mob, but he
          wanted you to be a   good guy, didn't
          he?
Vitti starts thinking about his father and starts to weep.

                                                   39.
                          VITTI
          Yeah.   He did.
                        BEN
          He didn't want you in the gang life.
          He only did it himself so you wouldn't
          have to. He was trying to buy you a
          better life than his.
                        VITTI
                  (crying harder)
          He always said he wanted me to go to
          college. I didn't even finish high
          school.
He really starts sobbing now.
                        BEN
          Well, Paul, this could be a  great
          opportunity for you. You're   right
          back where you were when you  were
          twelve. You've got some big   choices
          to make.
Vitti fights to regain control.
                          VITTI
          Okay.   Okay.   That's enough of that
          shit.
                        BEN
          It's not shit, Paul. My point is,
          when you're a child, you think
          anything is possible. Wouldn't it be
          great to think like that now?
                        VITTI
                  (retreating back into
                   his cynicism)
          Yeah, just sprinkle some fuckin' fairy
          dust on me.
                        BEN
          I'm just saying you've got to keep
          an open mind and explore some new
          possibilities. Try some different
          things -- maybe you'll connect with
          one of them. There's a career
          counselor I work with. I can call
          him for you. He may be able to help
          you find a job.
                        VITTI
          You mean working for somebody? I'm
          supposed to take orders from some guy
          who used to get me coffee?
                  (starts sweating and

                                                          40.
                   breathing hard)
          I can't do that. It's not right.
          It's not me.

                        BEN
          How do you know unless you try?
Suddenly one of the WINDOWS behind Vitti SHATTERS.
Ben dives for cover. Silence -- then another RAP on the
window. Ben looks out and sees JELLY in the back yard,
tossing stones at the window.

                        JELLY
                  (calls out)
          Hiya, Doc. Sorry about the window.
Ben waves him around to the side door.
                                               CUT TO:
INT. DINING AREA - MOMENTS LATER
Jelly is loading up a plate of food from the buffet, talking
to the elderly relatives. Laura stares at him.
                         JELLY
          I love  lox and bagels. I dated a
          Jewish  woman once. Actually, she
          might  have been the love of my life,
          but my  mother broke it up.
                        JELLY (CONT'D)
          She was always hockin' me a chinick
          about the madels. A wonderful woman,
          my mother, but she fuckin' hates the
          Hebes.
                         LAURA
          Really.
                  (noting mountain of
                   food on his plate)
          More smoked salmon? Don't be shy.
Ben enters.
                        BEN
          Jelly -- what are you doing here?
                        JELLY
          Makin' new friends. How's it going,
          Doc? I brought some clothes for Mr.
          Vitti.
                          LAURA
                    (indicating the door)
          Ben?

                                                          41.

                        BEN
          That's great, Jelly. I'd love to
          catch up with you -- outside.

                        JELLY
                  (rising)
          You got it.
                  (to Laura)
          Thanks, Mrs. S.
                  (to others)
          So long, everybody.    Ess gesunterhait.

Jelly and Ben exit.
                                                CUT TO:
EXT. SOBEL HOUSE - MOMENTS LATER
Ben and Jelly walk out to the driveway where Jelly's Buick is
parked.
                       JELLY
          So. Long time no see.     You look good,
          Doc.
                        BEN
                  (trying to be pleasant)
          And you, Jelly -- you look --
                  (can't find words for
                   how he looks)
          Did you get a haircut? I thought you
          were in prison.
                        JELLY
          It would appear not.
                        BEN
          How'd you get out?
                        JELLY
          New trial. The evidence in my first
          trail was, you know, tainted. Turns
          out two of the witnesses against me
          changed their minds -- and the third
          one, he died after a short illness.
                        BEN
          What did he have?
                        JELLY
          Gunshot wound to the head.
                        BEN
          That's not an illness.

                                                             42.
                        JELLY
          Yeah, but it is short.
Vitti, now dressed, comes out of the house and crosses to the
car.
                        BEN
                  (to Vitti)
          Where are you going?
                        VITTI
          I got stuff to do.

                        BEN
          What kind of stuff?
                        VITTI
                  (as he gets into
                   the car)
          Calm down. I'll be back.
                        BEN
          You can't leave without my permission.
                         VITTI
          Oh, yeah?   Watch me.   Drive, Jelly.

Jelly STARTS the CAR and slowly backs out of the driveway.
Ben runs after the car, talking to Vitti through the open
window.
                        BEN
          That's it, Paul. I forbid you to go.
                        VITTI
          Stop sweating, Doc.     I'll be back.
Vitti puts the window up.
                        BEN
                  (shouts anxiously)
          If you screw this up, Paul -- Paul!
The car pulls away.
                         BEN
                   (angrily)
          Shit!   Shit, shit, shit!
Ben turns and sees his Aunt Goldie on the porch.
                        AUNT GOLDIE
          So, the fat one -- he's single?
                                                  CUT TO:

                                                             43.
INT. KNIGHTS OF PALERMO SOCIAL CLUB - DAY
Soldiers lounge at the bar, keeping a respectful distance
from the capos seated at a table in the rear. All eyes turn
as the door opens and Vitti enters.
SAL MASIELLO, Vitti's old consigliere rises and warmly but
warily welcomes Vitti back into the fold.
                        MASIELLO
          Paulie, great to see you! You're
          lookin' good, kid. Lookin' very good.
          Jelly, how are ya?
Vitti embraces him and they sit down with the others.
                        MASIELLO
          So, Paul, we heard you had some
          trouble while you were away. Some
          'mental' problems.
                        VITTI
          No, I'm okay. It was an act. I had
          to pretend I was nuts. There were
          people watching me all the time.
                        MASIELLO
          Little people?
                        VITTI
          Doctors. They never woulda let me out
          if they thought I was normal.
                        MASIELLO
          So you ain't crazy?
                        VITTI
          You want to see crazy? Just tell me
          who's trying to kill me. I'll show
          you crazy.
                        MASIELLO
          We're in a war, Paul -- nobody's safe
          right now. The Rigazzis are walkin'
          all over us. We got next to nothing
          coming in, and I don't have to tell
          you, you don't buy a lot of muscle
          without money these days. We need
          you, Paul. The family needs you.
                        VITTI
          I can't do it, Sal.   I'm out of it.
                        MASIELLO
          Come on, Paulie. Nobody used to do
          the big jobs like you. Air France--
          they're still talkin' about it.

                                                             44.

                        VITTI
          Sal, even if I wanted to -- the feds

                        MASIELLO
          After your father died, I always
          treated you like my own son. You know
          that.
                          VITTI
          I know.

                        MASIELLO
          He was a good man. I still miss him.
                        VITTI
          Yeah, I do too.
                        MASIELLO
          So you'll think about it.    For me,
          Paulie?
                        VITTI
          Yeah, okay, I'll think about it.
                         MASIELLO
                  (brightening)
          Hey, what is this -- a fuckin' funeral
          here? You just got back from college
          for Chrissakes. We should be havin' a
          party for you.
                  (to bartender)
          Hey, Nino, give everybody a round
          here. We gotta drink to Paul.
                          VITTI
          I can't, Sal.    I gotta go talk to the
          boss.
                        MASIELLO
          I understand. No problem. It's good
          to have you back, Paul.
                  (embraces him)
          Don't forget what I said. We're
          countin' on you.
Vitti gives his old friend a pat on the back and exits.
                                                 CUT TO:
EXT. LOPRESTI HOUSE - SAME MORNING
Jelly pulls up, Vitti gets out and strides up to the front
door of a nice home on Staten Island and RINGS the BELL.
                                                 CUT TO:

                                                           45.
INT. ENTRY HALL - CONTINUOUS ACTION
The door is opened by EDDIE DEVOL, early thirties, dark and
sullen.

                          EDDIE
          Yeah, what?
                          VITTI
          'Yeah, what?'    That's how you answer
          the door?

                        EDDIE
          You got a problem with that?
                          VITTI
          Yeah.
Vitti punches Eddie in the mouth, sending him sprawling back
into the living room. Several other bodyguards are watching
television, caught off guard by Vitti's sudden entrance.
                          VITTI
          Where is she?
                        PATTY (O.S.)
                  (calls out)
          In the kitchen, Paul.
                                                 CUT TO:
INT. PATTY'S KITCHEN - CONTINUOUS ACTION
Vitti enters. PATTY LOPRESTI, mid-forties, still sexy even
in an apron, is mixing cake batter in a bowl with an electric
mixer.
                        PATTY
          Paul -- what a nice surprise.
                        VITTI
          How's it goin', Patty?
                         PATTY
          Good.   It's good. Give me a kiss,
          you.
Patty hugs and kisses him, taking the opportunity to pat him
down for a weapon or a hidden wire.
                        VITTI
          Sorry to hear about Carmine.     He was a
          good man.
                        PATTY
          Yeah. You live with a person twenty-
          one years, then one day they're

                                                          46.
          pulling his torso out of the river.
          It's hard.
                        VITTI
          I'll bet -- especially with all the
          talk about you being the one who put
          him there.
                        PATTY
          That's why I try not to gossip, Paul.
          It's ugly. Just a sec.
                  (screaming to ceiling)
          Michelle! Teresa! It's ten-thirty!
          Stop fucking around and get ready for
          ballet!
                  (to Vitti)
          It's hard being a single parent and a
          career woman.
                        VITTI
          Yeah, I'm sure you're very busy.
                        PATTY
          The pressure -- it's awful. For
          instance, a lot of people think, now
          that you're out, you're going to try
          and take the family back from me. But
          I said, no, Paul would never do that.
                  (smiling)
          By the way, how are Marie and the
          kids? Still in Ohio? In Shaker
          Heights? At 1356 Locust?
Vitti explodes, reaches across the counter and grabs her by
the shoulders.
                        VITTI
                  (enraged)
          You even go near them, you crazy bitch
          --
                        PATTY
                  (quietly)
          Don't make me call my guys in. You
          may need the shit kicked out of you,
          but not in here. I just mopped.
Vitti lets her go.
                         PATTY
                   (smoothing clothes,
                    flushed and a little
                    excited)
          Wow.   Have you been working out?
                        VITTI
          Yeah, I been workin' out who's trying

                                                    47.
          to kill me. I'd love to hear your
          thoughts on that.
                        PATTY
          It's a dog-eat-dog world out there.
          Nobody's gonna be safe unless we can
          end this thing with the Rigazzis.
                        VITTI
          So then you didn't have nothin' to do
          with it.
                          PATTY
                   (hurt)
          Oh, Paul. You actually think I would
          kill you? All the years we've known
          each other -- the Christmas parties,
          the fun times at the beach. It
          wouldn't be right. I want us to be
          friends.
                   (smiles demurely)
          Who knows? Maybe we'll be more than
          friends. Want to lick my beaters?
She holds the beaters out to him.
                        VITTI
                  (declining)
          Thanks. I gotta see a guy about a
          business thing.
                        PATTY
          What kind of business? You know, if
          you get something going, we would
          expect some kind of consideration -- a
          little taste.
                        VITTI
          No, this is a legitimate business.
                        PATTY
                  (shudders)
          Oh, Paul. I just got a chill.
                        VITTI
          I just want to be left alone.   Put my
          life back together -- straight  up this
          time. Put the word out, will   ya?
          Nobody's got nothin' to worry  about
          from me.
                          PATTY
          Sure, Paul.    I understand.
He heads for the door.

                                                            48.
                        PATTY
                  (calls after him)
          Don't be a stranger!

After Vitti leaves, Eddie enters from the other door.
                        PATTY
                  (turning to Eddie)
          Watch him like a hawk. If he steps
          out of line, it would break my heart,
          but shoot him in the fuckin' head.

                                                CUT TO:
EXT. PARK AVENUE AUDI DEALERSHIP - LATER
Vitti is trying to sell an $80,000 Audi to the
MacINERNYS, an upscale middle-aged couple. Vitti opens
the trunk.
                        VITTI
          Look at the size of that trunk. You
          could fit three people in there.
                  (off their
                   shocked looks)
          Not people -- suitcases. It's a joke.

The MacInernys laugh uncertainly.
                        VITTI
          So what are you driving now?
                        MR. MacINERNY
          We have a Lexus.
                         VITTI
                  (nods)
          It's a fancy Toyota, right? The Japs
          make good cars, but I ain't that quick
          to forget Pearl Harbor.
The MacInernys look doubtful.
                                                CUT TO:
INT. MORETTI'S STEAK HOUSE - NIGHT
A crowd of well-heeled New Yorkers surround Vitti at the
captain's station. Vitti, the new host, greets a prominent
sports figure who embraces him like an old friend.
                        VITTI
                  (signals the MAITRE D')
          Mario, put Mr. Torre at table five.
JOEY BOOTS, an old acquaintance of Vitti's, enters with a
couple of his cronies.

                                                            49.

                        JOEY BOOTS
          Paul, I heard you were out.

                        VITTI
          Hey, Joey.
                        JOEY BOOTS
          All dressed up for dinner, huh?
                        VITTI
          Yeah.

The Maitre D' crosses away and waves at Vitti.
                        MAITRE D'
          Paul, that table for six is ready.
          You can send them back.
                        JOEY BOOTS
          You're working here?
                        VITTI
                  (dying)
          Nah -- not really. It's like -- I'm
          on parole, so I just -- I come in, I
          greet people.

Joey and his friends nod condescendingly.
                        JOEY BOOTS
          Okay. I get it. Nice seein' you,
          Paul. Don't want to hold you up. You
          got people to seat.
Joey and his guys walk away, they turn back and glance at
Vitti, then whisper something in audible to each other
and laugh.
Vitti burns, humiliated.
                                                CUT TO:
FLASH PHOTO
Vitti poses for a picture with some notables.
                                                CUT TO:
ANOTHER PHOTO
Vitti with some Broadway actors.
                                                CUT TO:

ANOTHER PH0TO

                                                                50.
Vitti poses grimly with a BUSINESSMAN and his friends.
                             BUSINESSMAN
             Thanks, Paul.    Appreciate it.

Vitti moves to leave.
                           BUSINESSMAN
             Hey, could you get us a big bottle of
             Pellegrino and another round of
             drinks?

He slips Vitti a couple of bills.        Vitti stares at the money
in his hand.
                           BUSINESSMAN
             And more bread when you get a chance.
                           VITTI
             You want more bread?
He takes a small loaf from the breadbasket on the next table,
stuffs it into the Businessman's mouth and walks off.
                           VITTI
             I'll get your drinks now.

                                                     CUT TO:
INT. IMPERIAL DIAMONDS - DAY
Two Hassidim are in the back of a 47th Street jewelry store,
sorting through a huge pile of diamonds.
Behind the    display counter, Vitti stares at the diamonds,
breathing    hard, starting to perspire. His customers, a
thirty-ish    YOUNG MAN and his FIANCEE, study the diamond
engagement    ring on her finger.
                           YOUNG MAN
             This stone is supposed to be a 'G'
             color, but it looks kind of yellow,
             doesn't it?
                           VITTI
                     (distracted)
             Fluorescent light. Makes everything
             look yellow.
He starts instinctively casing the store.
                                               QUICK CUT TO:
ARMED SECURITY GUARD

BACK TO FIANCEE

                                                          51.
                        FIANCEE
          I thought fluorescent light makes
          everything look blue?

                                                CUT TO:
FANTASY - SECURITY GUARD
bound and gagged.
END FANTASY.


BACK TO VITTI
                        VITTI
                  (sweating)
          What am I -- Edison?    I'm telling you,
          it's a 'G.'
He glances at the surveillance cameras.
                        YOUNG MAN
          Can I look at it with a lens?
                                                CUT TO:

FANTASY - SPRAY-PAINTING
the camera lens and clipping the alarm wires.
END FANTASY.

BACK TO VITTI

                          VITTI
                    (completely distracted)
          What?
                          FIANCEE
          A lens.    Do you have a lens?
                                                CUT TO:
FANTASY - SAFE
in the back as it BLOWS UP.
END FANTASY.
OWNER
Ben's cousin, approaches Vitti who is now
hyperventilating.

                                                          52.
                        OWNER
          Are you all right?
                        VITTI
          I'm gonna do us both a big favor.    I
          quit.
                                           CUT BACK TO:
INT. CAR DEALERSHIP - DAY
The MacInernys are trembling.

                        VITTI
          You want to see the manager?
                  (grabs his crotch)
          Here's the manager. Now take a hike,
          you fuckin' deadbeats.
The MacInernys rush out of the showroom.
                         VITTI
                  (calls after them)
          Get a Hyundai!
                                                CUT TO:

DREAM SEQUENCE - INT. BEN'S OFFICE - NIGHT
Vitti is on the sofa. He's wearing a shiny, silk, short-
sleeved shirt with the sleeves turned up, tight, black chino
pants and short, black, pointy-toed boots. His hair is oiled
and coifed like early Frankie Avalon.
                        VITTI
                  (distraught)
          I can't deal with this shit. My
          grades suck, I'm gettin' in fights
          every day, and if I get suspended
          again my mother's gonna fuckin' kill
          me -- if the nuns don't kill me first.


BEN
is listening to Vitti, but dressed as Sigmund Freud.
                        BEN
                  (nodding)
          Eins, zwei, drei!
                        VITTI
          What?
VITTI'S MOTHER is sitting next to him.

                                                             53.
                         VITTI'S MOTHER
                  (elbows him)
          Sit up straight! Pay attention when
          the doctor talks to you. This is
          costing money.
Ben (Freud) has a large TAXI METER TICKING away beside him.
                         VITTI
          Ma?   What are you doin' here?
                        BEN (FREUD)
                  (snorts some cocaine)
          Acht gemacht gehunden nicht.
                        VITTI'S MOTHER
          I tell him the same thing.
Suddenly, the WINDOWS are SHATTERED by GUNFIRE.

DOOR
BLASTS open, flying off the hinges. Jelly enters, pushed
into the room by a gang of thugs, led by Patty LoPresti,
Eddie DeVol and his guys, all at least ten-feet-tall and all
holding huge guns.

VITTI
leaps to his feet and reaches for his gun, but instead pulls
out a long sword. Confused but desperate, he holds up the
sword to menace the intruders, but the sword suddenly goes
limp. He tries to make the blade stand up, but it just keeps
dropping like a piece of soft rope.
Patty, Eddie, and the thugs laugh contemptuously at Vitti,
while Jelly looks on with an incredible stream of tears
pouring from his eyes.
END DREAM SEQUENCE.
                                              CUT TO:

INT. GUEST ROOM - NEXT DAY
Vitti is back in bed in his robe, still asleep. The door
opens and Laura enters with an interior decorator who has
fabric samples over her arm.
                         LAURA
          Now in here, I thought we'd get rid of
          the wallpaper and maybe put in some
          wainscoting --
She sees Vitti and quickly steers the decorator back outside.

                                                           54.

                       LAURA
                 (to decorator)
         Don't look, don't look.

She comes back in, closes the bedroom door and confronts
Vitti who is still groggy from his troubling dream.
                       LAURA
         Do you realize it's almost noon?
                        VITTI
         Really? Do me a favor, honey -- make
         me a sandwich.
                       LAURA
         You want a sandwich? Make it
         yourself. I'm not afraid of you, Mr.
         Oh-I'm-A-Great-Big-Mobster Man. I
         want you out of my house.
                         LAURA (CONT'D)
         I've had   it with the bathrobe and the
         skulking   around and the girlfriend
         who, I'm   sorry, is so obviously faking
         it's not   even funny. Enough!

                       VITTI
         Coulda had that sandwich made by now.
                       LAURA
                 (tries new tack)
         Okay. You don't like me and I don't
         like you. We can at least agree on
         that, right?
                         VITTI
         Okay.
                       LAURA
         I'm going to be honest with you -- I'm
         a very anxious person --
                         VITTI
         Hey!    Me, too.
                       LAURA
         We have so much in common. Anyway,
         this is not helping me, it's not
         helping my marriage, and I know Ben
         really needs some alone time. So I'm
         asking you -- as a human being --
         could you please leave?
                 (off Vitti's look)
         Yes, I'll make you a sandwich.

                                                            55.
                          VITTI
            Ham, cheese, lettuce, tomato,
            mayonnaise, no onion.

                                                CUT TO:
EXT. SOBEL FRONT PORCH - LATER
Jelly   comes out the front door with Vitti's suitcases as Ben
pulls   into the driveway. He gets out of the car holding a
small   bag from the drugstore and sees Vitti coming out the
front   door. Ben stops him on the porch.

                          BEN
                    (concerned)
            Where are you going?
                          VITTI
            Where am I going? The orphanage found
            my real parents. They want me back.
                    (to Jelly)
            Put those in the car.
                    (to Ben)
            I'm goin' to Jelly's.
Jelly carries the luggage to his car parked in the driveway.

                          BEN
                    (to Vitti)
            The hell you are. You're supposed to
            be in my custody. We have therapy
            today.
                         VITTI
            For what? The more we talk the worse
            I get. I had that dream again.
                          BEN
            The one where you're Mussolini?
                          VITTI
            No, the other one.
                          BEN
            The limp sword dream?
                          JELLY
                    (at car)
            I probably shouldn't be listening to
            this.
                          VITTI
            So don't!
                          JELLY
            Sorry.

                                                  56.
                        BEN
                  (to Vitti)
          Do you think this dream might be
          sexual?

                        VITTI
          I know what you're thinkin'. The
          sword is my cock and I can't get it
          up, but that ain't it. I saw Sheila
          last night and I had a hard-on you
          could swing from.

                        BEN
                  (winces)
          I don't want to know that.
                        VITTI
          You coulda hung wet towels on it.
                        JELLY
                  (calls out)
          He's like a racehorse in that area.
                         BEN
          Okay!   I get it.
                         VITTI
                  (to  Jelly)
          Wait in the  car!
                  (to  Ben)
          So what does  it mean?
Ben sits on the wicker divan.
                         BEN
          Sex can represent a lot of things. In
          your case I think it's about
          performance anxiety. Trying to find a
          job that fits.
                         VITTI
          Doc -- nothing's gonna fit. That
          nine-to-five bullshit -- I'll fuckin'
          kill myself if I have to do that for
          the rest of my life. You know they
          take taxes out of your check? What
          the fuck is that? I'm doomed. I'm
          gonna end up selling hot dogs on the
          street.
                  (starts breathing hard
                   and sweating)
          Look at me. I'm havin' a fuckin'
          panic attack here. My heart's beatin'
          like a rabbit.
                        BEN
          You're hyperventilating.

                                                             57.

He empties the drugstore bag and hands it to Vitti.
                        BEN
          Breathe into this.
Vitti sits on a wicker chair.
                        VITTI
                  (speaks through bag)
          This is your fault.

                         BEN
          Excuse me?
                        VITTI
          Tellin' me I have to get a job like
          I'm some fuckin' nobody. It was
          humiliating! Thanks a lot.
                        BEN
                  (jumps up, in a
                   total rage)
          Hey, I'm doing the best I can!     If you
          can't appreciate that, or if my    best
          isn't good enough for you, then    maybe
          you should find somebody else to    talk
          to, you selfish prick!
Ben breaks down and cries what amounts to one racking sob,
then quickly pulls himself together.
                         BEN
          Sorry.
                        VITTI
          What the hell was that?
                          BEN
          I'm fine.    I'm grieving.   It's a
          process.
Ben takes a pill bottle out of his pocket and pops a couple
of pills.
                        VITTI
          Now what are you takin'?
                        BEN
          Echinacea and goldenseal. Do you know
          the TV show 'Little Caesar'?
                        VITTI
          Yeah, I know it.
                        BEN
          The producer of that show is a man

                                                           58.
          named Raoul Berman. A mutual friend
          told him I knew you and Mr. Berman
          called me this morning. He wants to
          meet you.

                        VITTI
          For what?
                        BEN
          Meet him and find out.
                                                CUT TO:

EXT. NOGO RESTAURANT - NIGHT
Ben and Laura walk up to a trendy Japanese restaurant in
Chelsea. Ben is really keyed up.
                        LAURA
          We finally got him out of the house --
          why are we having dinner with him? I
          mean, how professional is that?
                        BEN
          This is not social. Paul's meeting a
          television producer who might have a
          job for him. He's nervous and wants
          me here as a buffer. I'm a buffer,
          that's all.
                        LAURA
          He's a grown man. I don't see why he
          needs a chaperone.
                        BEN
          He doesn't. He needs a buffer.    I'm
          here in buffer capacity only.
                        LAURA
          Ben, if you say 'buffer' one more time
          --
Ben pops a couple of pills.
                        LAURA
          Didn't you just take two of those?
                        BEN
          No, that was something else.
                        LAURA
          Well, you better not drink anything.
          You know what happens.
                        BEN
          Laura? I'm a doctor?     I think I know
          what I'm doing.

                                                             59.

Ben opens the door and motions for Laura to enter.
                          BEN
                    (quietly, behind
                     her back)
          Buffer.
                                                CUT TO:
INT. FBI CAR - SAME TIME
Cerrone and Miller watch the front of the restaurant.

                        MILLER
                  (into radio)
          They're all inside. We're going to
          get something to eat. We'll be back
          before they finish dinner.
They drive off.
                                                CUT TO:
INT. NOGO RESTAURANT - LATER
Seated at a table are Ben and    Laura, Vitti and Sheila, Jelly,
and the producer RAOUL BERMAN    and his uptight, downtown
GIRLFRIEND. Jelly inspects a     piece of raw octopus, while
Raoul gushes over a platter of    sushi and sashimi.
                        RAOUL
          I adore this place. Best sushi in
          town. Have you tried the yellowtail,
          Paul?
Raoul picks up a floppy piece of raw fish with his
chopsticks.
                        VITTI
                  (makes a face)
          No. We gettin' any real food?     This
          is like eatin' fuckin' bait.
Raoul chuckles and glances uncomfortably at his girlfriend.
Ben laughs loudly to cover the awkward moment. He's
suffering from some reaction between the pills and the booze
and he's oddly thick-lipped.
                        BEN
          Bait! That's funny. Honey, did you
          hear what Paul just said? He said
          this is like eating bait.
                         LAURA
                  (not amused)
          I heard him. And I think it was
          'effing bait.'

                                         60.

              VITTI
Why you talkin' like that?

             BEN
Like what?
              VITTI
Like a fuckin' retard.
              BEN
        (pointing to his
         lower lip)
Oh -- this? I took a couple ibuprofen
before we got here -- I shouldn't have
had the saki. I'll be fine. It only
lasts a couple hours.
        (to Raoul)
Rah-oo. Row. Rowl. I guess you need
both lips for that name. You know
what I love about Paul? He
was born without a filter. He
says exactly what he's thinking --
just lays it right out there. He
doesn't edit himself.
              VITTI
        (quietly)
You wanna shut the fuck up?
              BEN
See? He just told me to shut the fuck
up. No filter. I love that.
        (to Raoul)
Isn't he great?
              LAURA
        (aside to Ben)
Too much buffering. Way too much.
               RAOUL
         (eyeing Ben oddly)
Yes. Paul, I'm such a huge fan of
yours -- not a fan, but you know, an
admirer.
              VITTI
Don't admire me too much.
              RAOUL
Is there any chance you might be
interested in working on 'Little
Caesar' as a consultant? Give us
technical advice, coach the actors,
make sure the dialogue rings true --

                                                   61.

                        BEN
          Wow. That would be incredible. Did
          you hear that, Paul? Raoul wants to
          know if you'd be interested in working
          on his show as a consultant. You
          know, give technical advice, coach the
          actors --
                        VITTI
                  (quietly to Ben)
          In two seconds I'm gonna put a fork in
          your eye.
                          BEN
                    (suddenly cowed)
          Got it.
                        RAOUL
          So what do you think, Paul?
                        VITTI
          Yeah, sure, whatever.
                         RAOUL
          Fantastic!

                        SHEILA
          This is so exciting. Mr. Berman, I
          love your show. Anthony Bella, the
          guy who plays Nicky Caesar -- I think
          he grew up in Bensonhurst next door to
          my cousin's friend's husband.
                        VITTI
          That's her claim to fame.
                  (to Sheila)
          I hate to bust your bubble, but he's
          not from Bensonhurst. He's a
          professional Italian. He grew up in
          Connecticut or something like that.
                        SHEILA
          Well, wherever he's from, I think he's
          a wonderful actor.
                        JELLY
          Yeah, I bet he gets a lot of pussy.
Laura chokes on her drink.
                        VITTI
          What's the matter with you?   We got
          women at the table.
                        JELLY
          You said 'fuckin'.'

                                                            62.

                        VITTI
          That's different. It's colorful.

                        BEN
          Hey, speaking of colorful -- this
          peacock walks into a bar --
                        LAURA
          Oh, my god.
                  (to a passing waiter,
                   rising her half-empty
                   drink)
          Could I get another one, please?
                        BEN
          And one for me.
                          LAURA
          No.    No more for the Buffer.
She glares at Ben as the table descends into silence.
                        VITTI
                  (tries a desperate save)
          So. I see in the paper where
          Oklahoma! might win the Tony award.

Vitti's eyes suddenly go wide.
                          VITTI
                    (shouts)
          Down!!!
He grabs Sheila and pulls her down as GUNFIRE rakes the wall
behind them. Everybody else at the table hits the floor.
Other diners scream in terror.    Jelly pulls a GUN and SHOOTS
back.
A LONE GUNMAN
runs from the restaurant. After a long beat, the frightened
patrons start to get up and chatter nervously.

BEN'S TABLE
Nobody's hurt.   Vitti helps Sheila to her feet.
                        BEN
                  (to Vitti)
          What the hell was that?
                        VITTI
          I think somebody's got it in for
          Raoul.

                                                            63.

Raoul crawls up from behind the table.
                        RAOUL
                  (wide-eyed)
          Holy fucking shit.
                  (grinning)
          That was phenomenal!
                                           CUT TO:
EXT. MIDTOWN STREET - LATER THAT NIGHT

Jelly stands in front of an apartment building parking
garage. A guy comes walking up the ramp toward him. As he
comes nearer, we see that the guy is the Gunman from the
restaurant.
                        JELLY
          Hey, pal -- got a light?
The guy stops, pulls out a Zippo and lights it for Jelly.
                        GUNMAN
          Where's your cigarette?
                        JELLY
          I'm trying to cut down.
The Gunman recognizes Jelly and desperately reaches for the
gun in his pocket, but Jelly hauls off and whacks the guy
across the back of the head with a sap. As  he slumps into
Jelly's arms, Vitti steps out of a doorway and Jelly drags
the gunman into the garage.
                                              CUT TO:
INT. SOBEL HOUSE - SAME TIME
Ben and Laura are getting ready for bed.
                         LAURA
          I don't know why you feel you have to
          save this man.
                         BEN
          It's my job.   He needs me.
                        LAURA
          So that automatically means you have
          to help him? You're always doing this
          -- putting other people's needs ahead
          of your own, like you're this martyr
          or saint or something. It's like
          living with Mother Teresa.

                                                    64.

                        BEN
          Actually, I hear she was tough to live
          with. Lot of parties, loud music --
          lepers.
                        LAURA
          You don't need this in your
          life -- especially not now. You
          really need to be grieving for your
          father.

                        BEN
          I am.
                         LAURA
          Really?   I haven't seen it.
                        BEN
          Well, you know, it's a process. I
          mean, we had issues -- there's some
          anger -- but I'll work it out.
Laura goes to Ben and embraces him.
                        LAURA
          It's okay, honey. You can let it go.

Ben almost starts to break, but he holds it back.
                        BEN
          No, I'm -- it's okay.
Ben sits heavily on the bed.
                        BEN
          It's just a confusing time. I became
          a therapist because he was a
          therapist, so obviously his approval
          was very important to me. But is that
          the only reason I did it? I don't
          know. And now that he's gone, why do
          I keep doing it? Is this what I
          really want?
She sits next to him and takes his hand.
                        LAURA
          I just want you to be happy.
She kisses him.
                        BEN
          Maybe you're right.
                  (kisses her)
          Maybe it's time I started focusing on
          me, and, you know, satisfying some of

                                                             65.
          my desires.
He looks at her expectantly.

                        LAURA
                  (apologetic)
          Oh, honey, I just brushed my teeth.
                        BEN
          No, that's not what I meant.     I just
          need --
                  (at a loss)
          I don't know what.
She puts her arms around him and holds him.
                                                   CUT TO:
EXT. ROOFTOP - LATER THAT NIGHT
Vitti and Jelly stand with the Gunman on the roof of the
parking garage, four stories above the ground. The guy's
arms are bound. Jelly ties a rope around his ankles.
                        VITTI
          I'm gonna ask you once nicely.     Who
          you working for?

                         GUNMAN
          Fuck you.
                          VITTI
          Fuck me?    Fine. Jelly?
Jelly shoves the guy to the parapet at the edge of the roof,
grabs him by the legs and hangs him over the side of the
building. The guy screams.
                        VITTI
          I'll ask you again.     Who you working
          for?
The guy keeps screaming.
                        JELLY
          He's screamin' too loud.     Hold on a
          second.
Jelly swings the guy against the building, hitting his head
and dazing him momentarily.
                         JELLY
          Go ahead.
                        VITTI
          Who are you working for?

                                                            66.
                         GUNMAN
          Nobody!
                        VITTI
          Drop him, Jelly.
                         GUNMAN
          Okay! Okay!    Rigazzi!   I'm working
          for Rigazzi!
                        VITTI
          Pull him back up.

Jelly drops the guy.
The Gunman plunges three stories and lands heavily in a
dumpster full of garbage.
                        VITTI
          What's the matter with you?
                        JELLY
          You said drop him.
                        VITTI
          I said pull him back up.

                        JELLY
          That's not what I heard.
                        VITTI
          You heard what you wanted to hear.
                        JELLY
          Okay, you got me there.
                                                  CUT TO:
EXT. RIGAZZI PLUMBING AND HEATING - NEXT MORNING
A "family" business in Jersey.
                                                  CUT TO:
INT. BACK ROOM - NEXT MORNING
The light from outside barely penetrates the painted windows
of the shabby office.
LOU RIGAZZI, aka "Lou the Wrench," the aging boss of the
Rigazzi family, sits in the half-light as a couple of his
soldiers enter with the battered and hobbling Gunman between
them.
                        RIGAZZI
          What the hell happened to you?

                                                             67.
                        GUNMAN
          Vitti threw me off a roof.
                        RIGAZZI
          Vitti? You talked to Vitti?     What did
          you say to him?
                        GUNMAN
          Nothing. I didn't tell him anything.
          Mr. Rigazzi, can I
          go -- I think my leg's broken.

                        RIGAZZI
          That must hurt.
Rigazzi pulls out a GUN with a silencer and SHOOTS the
Gunman.
                        RIGAZZI
          I hate to see people in pain.
                  (to soldiers)
          Get him out of here.
                        SOLDIER
          What about Vitti?
                        RIGAZZI
                  (musing)
          He's a hard man to kill. But he's not
          immortal. Our time will come.
                                                CUT TO:
EXT. BACK-YARD SWIMMING POOL - DAY
A big, family barbecue is going on in a back yard in Queens.
Several children are splashing in an over-sized, above-ground
swimming pool. Oddly, the children appear to be shouting and
laughing but make no sound.
At the barbecue, Nicky Caesar is watching his friend MELLO
turn Italian sausage on the grill.
                        CAESAR
          I like mine burnt.
                        MELLO
          I don't know how you like your
          sausage? Twenty fuckin' years we been
          doin' this. So you got the money?
The wind shifts and blows the smoke from the barbecue in
their faces.

                                                         68.
                         CAESAR
                  (coughing, eyes
                   watering)
          Not all of it. I'm still light about
          fifteen large.
                  (blinded by smoke)
          Can we cut? This is ridiculous.
                         RAOUL (O.S.)
                  (shouts)
          Cut! Can you do something about the
          fucking smoke?

We PULL BACK to reveal the set of "Little Caesar." Assistant
directors and production assistants echo the director:
"We're cut!" "Reset!" "Effects!"
Vitti observes the action sitting in a director's chair,
still brooding over the previous night's events. Raoul sits
next to him.
                        RAOUL
                  (to Vitti)
          This is the problem with shooting on
          location. But it's worth it for the
          authenticity.

                        VITTI
          Yeah, this is real authentic.
                        RAOUL
                  (calls out)
          Tony! Come here a second.
                  (to Vitti)
          Anthony Bella. He plays Nicky Caesar.
                        VITTI
          I know who he is. They used to watch
          the show up at Sing Sing.
                        RAOUL
                  (delighted)
          Are you shitting me?
ANTHONY BELLA joins them.
                        RAOUL
          Tony, this is Paul Vitti.
                        TONY BELLA
                  (Australian accent)
          You don't have to tell me who he is.
                  (shakes Paul's hand)
          It's a pleasure, mate.

                                                          69.
                           VITTI
                     (reacting to accent)
            Mate? I don't believe this! You're
            an English guy? You ain't even
            Italian.
                          TONY BELLA
            Australian-Italian. We got some
            paisans down under.
                          VITTI
            Down under what?

                          RAOUL
                    (to Tony Bella)
            How incredible is this? Paul tells me
            they watch the show in Sing Sing!
                            TONY BELLA
            Fantastic!    That's so fuckin' great.
                          VITTI
            I wouldn't wet my pants over it.      They
            watch 'Supermarket Sweep,' too.
Raoul laughs hard.

                          VITTI
            You laugh too much.
                          TONY BELLA
            So, Paul, you going to join us?
Vitti looks around, his future plans now beginning to form.
                            VITTI
            Yeah.    You got a good setup here.
                           TONY BELLA
            Great.   See you later then.
He exits.   Vitti turns to Raoul.
                          VITTI
            Coupla things, though. I don't know
            who makes these decisions, but some of
            this, it don't look right.
                          RAOUL
                    (concerned)
            I sensed it myself. Which elements
            strike you as wrong?
                          VITTI
            The people mainly. I mean, you got a
            boss who speaks Australian. What the
            fuck is that? And I'm guessing your

                                                            70.
          background is -- what?
                        RAOUL
          The theater, mostly.

                        VITTI
          Yeah, the theater. So how about if I
          bring in some guys that I know -- you
          know, more 'authentic.'
                         RAOUL
          I would be eternally grateful.
          Anything else?
                        VITTI
                  (thinks)
          Yeah. One of those trailers like the
          stars have.
                        RAOUL
                  (slight hesitation)
          Done.
                  (shakes his hand)
          I'll put that in the works right now.
He hurries off to talk to his assistant.   Jelly comes up to
Vitti.

                        JELLY
          You really gonna do this?
                        VITTI
          No fuckin' way. I've had it with this
          job bullshit. A week of this and I'd
          either shoot myself or shoot Raoul.
          But it's good cover while I figure out
          my next move. Call the guys.
                        JELLY
          You got it.
                                              CUT TO:
MONTAGE
Jelly and Vitti's old crew, MO-MO, BIGS, TUNA, EDDIE COKES,
and eight or nine other wiseguys walk en masse into base
camp.
Vitti's guys go to the front of the lunch line, forcing the
crew aside.
A big, pop-out trailer labeled "Mr. Vitti," guarded by three
of his guys. Tuna brings a lunch tray and knocks on the
door. Jelly opens the door and takes the tray.
Vitti conferring with Raoul and Tony Bella on the script,

                                                             71.
ripping out whole sections.
Vitti in the makeup trailer getting a haircut and manicure
while he smokes a cigar and talks on his cell phone.

Vitti with the costumer, approving and nixing various
wardrobe choices, while Jelly steals an expensive watch in
the b.g.
Vitti in a massage chair getting a backrub from a masseuse.
A PRODUCTION ASSISTANT approaches him.

                        P.A. (PRODUCTION ASSISTANT)
          They're ready to start shooting, Mr.
          Vitti.
                        VITTI
          Yeah, ten minutes, tell 'em.
Eddie Devol, Patty LoPresti's guy, watches Vitti from a safe
distance.
                                                CUT TO:
EXT. SHOPPING MALL - DAY
Ben comes out of the market carrying several grocery bags and
a small prescription bag. Two Mafia SOLDIERS step up beside
him and urge him toward a big stretch LIMO IDLING at the
curb.
                           SOLDIER
          Walk this way.
                        BEN
          There must be some mistake.    I didn't
          order a limo.
                        SOLDIER
          Get in the car.
                                                CUT TO:
INT. KNIGHTS OF PALERMO - LATER
Ben enters timorously, still carrying his groceries.
Patty LoPresti, Masiello and a couple of other heavyweights
are sitting at the table, all except Patti smoking cigars.
Ben immediately recognizes their status and grasps the
gravity of their mood.
                         BEN
                   (nervous, but trying
                    to keep it light)
          Hello.   I'm Ben Sobel. And you are --
          ?

                                                           72.

The Soldier sits Ben down. The other soldier takes his
groceries. Ben looks at Patty, trying to gauge her role.

                        MASIELLO
          You're the shrink who's taking care of
          Paul Vitti?
                        BEN
          Yes, sir. That's right.
                  (to guy with
                   groceries)
          Could you be careful, because I think
          they put the eggs on the bottom.
He drops the bags heavily onto the bar.
                          MASIELLO
          So?    Is he nuts or what?
                          BEN
          Who?
                           MASIELLO
          Paulie.     Is he nuts?
                        BEN
          I can't discuss a patient's case with
          anyone --
                          MASIELLO
          Discuss it.
                        BEN
          I'd say he's still suffering from
          chronic anxiety and --
He hesitates.
                          MASIELLO
          And what.
                        BEN
          We call it Antisocial Personality
          Disorder. Sociopathy.
                          MASIELLO
          Meaning what?
                        BEN
                  (very carefully)
          Meaning -- he -- fails to conform to
          societal norms with respect to --
          lawful behavior.
                        MASIELLO
          I'm getting a fuckin' headache here.

                                                            73.
          What are you saying?
                        BEN
          He's got a -- criminal temperament.

                        MASIELLO
                  (stares at him)
          He's a criminal? This is news? And
          for that you need a doctor
          degree? So what are you doin' with
          him?

                        BEN
          Well, I'm trying to at least show him
          the possibility of change --
                         PATTY
          Wrong.   You do not want him to change.
Ben looks at her, sensing her command of the group.
                        BEN
          We haven't really been
          introduced --
                        MASIELLO
          This is Mrs. LoPresti.

                        PATTY
          Patty.
                        BEN
          Ben Sobel.
Ben offers his hand but she ignores it.
                        PATTY
          Ben, Paul Vitti is important to this
          family. We don't want to see you turn
          him into a stromboni.
                        BEN
          A stromboni? That thing they clean
          the ice with at hockey games?
                        MASIELLO
          That's a Zamboni, asshole.   Stromboni.
                        PATTY
          It's a bull with his balls cut off.
She reaches under the table and grabs Ben's balls.    He winces
in pain.
                        BEN
                  (squeezed)
          No, we don't want to do that.

                                                            74.

                        PATTY
          Not unless you want to be one, too.

                       BEN
                 (in pain)
          Me? No. I'm very attached to my
          balls. As you can probably tell.
                        PATTY
                  (lets go)
          Then do the right thing, understand?

                        BEN
                  (greatly relieved)
          Yes, I understand completely. May I
          go now? I have perishables --
He takes his groceries and edges away.
                                                 CUT TO:
INT. "LITTLE CAESAR" SET - DAY
Vitti is sitting at a table with Jelly and some of his main
guys. From a distance it looks like they're playing cards.
Up close it's a different story.

                        VITTI
          We're gonna need a grapple or a crane
          with maybe a fifty-foot boom.
                        MO-MO
          I seen one -- in Bayonne -- but I'll
          call around.
                        VITTI
          See what you can come up with.   And
          we're gonna need a city bus.
                        JELLY
          I got a guy in the Transit Authority.
          He owes me. Just let me know when.
                           PATTY (O.S.)
          Paul!   Hello!
Vitti turns to see Patty, Eddie Devol and his men heading
across the set.
                        PATTY
          I guess everybody's gone Hollywood,
          huh?
                        VITTI
          How you doin', Patty.

                                                          75.
                        PATTY
          Jelly -- you're working here, too?
                          JELLY
          I'm an extra.
                          PATTY
          An extra what?
                        JELLY
          A supernumerary. An 'atmosphere.' It
          ain't bad. You just stand around all
          day waitin' for them to shoot and they
          pay you eighty bucks.
                        PATTY
          Eighty bucks? For standin' around all
          day? You used to sneeze eighty bucks.
          How much you make shootin' craps?
                         JELLY
          Today?   About eight hundred maybe.
                        PATTY
          And how about bookin' bets for the
          Teamsters and the crew?

                        JELLY
          Another grand. One of the producers
          really likes the ponies.
                        PATTY
          So eighteen hundred bucks.
                          JELLY
          Plus eighty --
                        PATTY
          I know -- extra.
They all laugh.
An ASSISTANT DIRECTOR approaches the group.
                        ASSISTANT DIRECTOR
          This is a closed set. We're about to
          start shooting.
                          EDDIE
          Yeah?    So am I.
Eddie grabs the Assistant Director and walks him away.
                                                CUT TO:
EXT. "LITTLE CAESAR" BASE CAMP - SAME TIME

                                                           76.
The trucks and trailers are arranged on a parking lot.   A car
pulls up and Lou Rigazzi gets out with his bodyguards.
                        DRIVER
          Should I wait here, Mr. Rigazzi?
                        RIGAZZI
          No, pull the car up your ass and wait
          there.
                                               CUT TO:

EXT. SET - SAME TIME
Patty takes Vitti's arm and walks with him.
                        PATTY
          I heard you had some more trouble.
                        VITTI
          One of Rigazzi's guys took a shot at
          me.
She stops at the extras' makeup table and starts primping in
the mirror.
                        PATTY
          I don't have to tell you, Paul. Alone
          on the street you don't stand a
          chance. That's what the family's all
          about. Since the old days, when the
          grandfathers first came over. That's
          not something you just walk away from.
                        VITTI
          Yeah, I know. When you're a Jet,
          you're a Jet all the way.
                        PATTY
          So you want to tell me what's going on
          here? It looks like you got your
          whole crew back together.
                        VITTI
          Nothing's going on.   They're actors.
                        PATTY
          Don't bullshit me, Paul. You're
          planning something. I'm feeling very
          left out.
                        VITTI
                  (quietly)
          Okay. Something big is going down,
          but you're getting a cut. My hand to
          God.

                                                           77.
                        PATTY
          You're a good friend, Paul. And I
          would never think of insisting on
          this, but I'd feel better if you
          brought in Eddie and some of my guys
          to help with the job.
                        VITTI
          I don't think so.
                        PATTY
          Then I'll have to insist.

                         VITTI
          Whatever.
Raoul approaches and eyes Patty disdainfully.
                        RAOUL
          Oh, dear God. First of all,
          sweetheart, we're not shooting the
          hooker scene until tomorrow. And the
          hair -- please, what is that?
                         PATTY
          Excuse me?

                        VITTI
          Raoul, this is a friend of mine.
          Patty LoPresti.
Raoul freezes, recognizing the name.
                        RAOUL
          Mrs. LoPresti -- I am so very, very
Raoul wheels on a production assistant who happens to be
passing by.
                        RAOUL
          How dare you not inform me Mrs.
          LoPresti was on the set. You're
          fired!
                  (to Patty)
          Enjoy your visit with us. If there's
          anything I can do --
                        PATTY
          Go fuck yourself.
                         RAOUL
          Immediately.
Raoul moves away quickly.   Patty turns back to Vitti.
                        PATTY
          It's good to have you back, Paul.

                                                               78.
                     (kisses Vitti on
                      the cheek)
             We'll be in touch.

She exits.
                                                   CUT TO:
EXT. PARKING LOT - MOMENTS LATER
As Patty and her men walk away down one aisle of trucks and
campers, Rigazzi and his men walk down the next aisle heading
for the set.
They narrowly miss seeing each other.
                                                   CUT TO:
EXT. BASE CAMP - MOMENTS LATER
Ben arrives looking for Vitti. He       sees Patty approaching and
freezes, then quickly ducks behind      a nearby truck, shielding
his crotch. Patty and her men pass       by. Ben waits until they
pass, then comes out of hiding and      hurries on.
                                                   CUT TO:

EXT. BACK-YARD SET - SAME TIME
A mildly-distraught Raoul is huddled with Vitti.
                           RAOUL
             I mean, tell me -- was she angry?    Am
             I in any danger?
                           VITTI
             No, you're fine. But you might want
             to have somebody else start your car
             the next couple of weeks.
                           RAOUL
             I'll have Brian do it.   He's new.
Rigazzi and his men join them.
                           RIGAZZI
                     (to Vitti)
             Could I talk to you for a second?
                           RAOUL
                     (eyeing Rigazzi)
             Oh, what is this now, the bus and
             truck tour of Guys and Dolls?
                           VITTI
             This is Lou Rigazzi.

                                                             79.
Raoul freezes.
                        RAOUL
                  (a horrified whisper)
          'The Wrench.'
                         RAOUL (CONT'D)
                  (taking Rigazzi's
                   hand)
          Please, forgive me. I'm on
          painkillers -- half the time I don't
          know what I'm saying.

Raoul kisses Rigazzi's hand.     Rigazzi yanks it away.
                         RIGAZZI
          Get lost.
                        RAOUL
          Certainly.
                  (as he exits)
          Brian! Get my car!
                        RIGAZZI
                  (to Vitti)
          I need a couple minutes.

                        VITTI
                  (nodding)
          This way.
                                                  CUT TO:
EXT. CRAFT SERVICES TABLE - MOMENTS LATER
Vitti and Rigazzi stand at the table.     Rigazzi's soldiers are
nearby.
                        RIGAZZI
          The guy who shot at you -- he was
          acting on his own. I never gave an
          order.
                         VITTI
          Is that right?
                        RIGAZZI
          And he's been taken care of. There
          won't be another incident. Unless
          you're thinkin' of workin' for Patty
          LoPresti.
                         VITTI
          Me?    No.
                          RIGAZZI
          Good.    Then I got no beef with you.

                                                             80.

                          VITTI
          Thanks.    I'll sleep much better.

                          RIGAZZI
          Because   that would not be the way to
          go. You    want to back a winner, which
          is gonna   be me. It only makes sense.
          You come   work for us. I'll treat you
          right.
                        VITTI
          I don't think so.
                        RIGAZZI
                  (a beat)
          Well, so much for sleeping better.
Rigazzi smiles and pats Vitti's cheek, then exits with his
soldiers.
                                                 CUT TO:
INT. EXTRAS HOLDING TENT - SAME TIME
Ben walks in and sees Vitti's guys sitting around.

                        JELLY
          Hey, Dr. Sobel?
                        BEN
          Jelly, hi.
                  (recognizing some
                   of the others)
          Hey! Yo-Yo!
                          JELLY
          It's Mo-Mo.
                        BEN
          Right. I was thinking of the cellist.
          How's it going?
                        MO-MO
          Goin' good. I did a 'Law and Order'
          last week, I had a line on 'Sex and
          the City' --
                        TUNA
          I'm up for a recurring on 'NYPD Blue.'
                          BEN
          That's great.    Have you seen Paul?
                        JELLY
          Yeah, I think he's in his camper.

                                                            81.
                          BEN
          His camper.
                                                  CUT TO:

INT. VITTI'S TRAILER - MOMENTS LATER
There's a loud KNOCK on the door and Ben storms in.
                        VITTI
                  (surprised to see him)
          Hey, Doc. What are you doing here?

                          BEN
          No, what are   you doing here? I came
          to tell you   we have a preliminary
          meeting with   your parole officer and
          who do I run   into? Patty LoPresti.
                          VITTI
          Patty who?
                        BEN
          What is this -- a knock-knock joke?
          Patty-who-kidnapped-me-and-threatened-
          to-cut-off-my-balls. Stop lying to
          me, Paul. Your whole gang is here.

                        VITTI
          Who says I'm lying? I finally    get a
          straight job and start putting   my life
          in order and you come in here   and
          start accusing me! That's how    much
          you trust me?
                          BEN
                  (off   balance)
          It's not that   I don't trust you, I
          just don't --   trust you.   Are you
          lying to me?    Because I know you,
          Paul. You'll    say or do anything to
          get your own   way.
                        VITTI
          This is what's so hard about being an
          ex-con. You make one little mistake
          in your life and people never let you
          forget it.
                        BEN
          Oh, so now you're the victim?    I want
          the truth.
                          VITTI
          Wait a second.    Say that again.

                                                           82.
                        BEN
          Say what?
                        VITTI
          'I want the truth.'   Say it -- like
          you did just now.
                        BEN
          I want the truth?
                        VITTI
          No, strong, like before.

                        BEN
                  (forceful)
          I want the truth!
                        VITTI
          Yeah, that's good!
                        BEN
          Paul --
                        VITTI
          No, I'm serious. That had power. I
          believed it. You could be an actor.

                        BEN
          I'm not an actor --
                        VITTI
          Hey, you're as good as most of the
          bums I see around here. They have
          this part. You could do it.
                        BEN
          Actually, I did The Music Man in tenth
          grade.
                         VITTI
          Of course.   I'm gonna talk to Raoul.
                        BEN
          About being on the show?   I couldn't -
          -
                        VITTI
          No, this part you could do.   It's
          perfect. Believe me.
                                                 CUT TO:
EXT. APARTMENT BUILDING - DAY (LATER)
The camera rolls.

                                                             83.
                             ASSISTANT DIRECTOR
             We're rolling.
                             SOUNDMAN
             Sound speed.
                             RAOUL
                       (shouts)
             Action!

ON ROOFTOP

Jelly and Tony Bella drag Ben kicking and screaming to the
edge of the roof and hang him over the edge.
On the ground, Raoul and Vitti look up, watching the action.
                           RAOUL
                     (doubtful)
             Does that screaming sound real to you?
                             VITTI
             Oh, yeah.    That sounds real.
                                                   CUT TO:

INT. BEN'S CAR - LATER
Ben drives, pissed off.       Vitti chuckles to himself.
                           BEN
             It's not funny! There was no safety
             harness or anything. They could have
             dropped me.
                           VITTI
             Hey, if you didn't want to do it, why
             didn't you say something?
                           BEN
             I know exactly what that was about.
             You resent the fact that you've been
             put in my custody, so you passive-
             aggressively arranged things to make
             me look like a fool.
                           VITTI
             Come on -- you were great.
                           BEN
                     (turning on a dime)
             Really? I was scared at first, but on
             the second take, I think I found some
             good stuff. I was able to texture the
             screaming --

                                                          84.
Vitti is laughing.
                        BEN
          Oh, screw you, Paul.   Just screw you.

He pops two pills.
                        VITTI
          What, are you self-medicating again?
          And don't give that decongestant
          multi-vitamin bullshit.

                        BEN
          Don't worry about me. Just worry
          about what you're going to say to this
          parole officer. What are you going to
          say? That you've moved out of my
          house. That you've got your old gang
          back together. For what, a high
          school drop-out reunion?
                        VITTI
          I'm gonna say that's none of his
          fuckin' business.
                        BEN
          It's my business. I want to know.
          I'm a federal institution.
                        VITTI
                  (checks side-
                   view mirror)
          You recognize that car?
                        BEN
          Which car?
                        VITTI
          The one that's been following us the
          last mile and a half.
Ben jerks his head around to look and sees a black Mercedes
behind him.
                        VITTI
          Lose 'em.
                        BEN
          What do you mean, 'lose 'em'?
Vitti stomps his foot down on Ben's, flooring the
accelerator.
                                               CUT TO:
EXT. HOBOKEN STREET - CONTINUOUS ACTION

                                                             85.
Ben's car speeds up suddenly. The black Mercedes behind him
speeds up, too, as does a third car that has joined the
chase.

                                            CUT BACK TO:
INT. BEN'S CAR - CONTINUOUS ACTION
Ben is on the edge of panic.
                         BEN
           Maybe I should just pull over.   It
           could be the F.B.I.
                         VITTI
           No, they're two cars back. You gotta
           be a little more observant, Doc. Turn
           left.
Ben executes a hard, SKIDDING left.   The Benz stays right
with him.
                         BEN
           What if we just stop and get out?
           They're not going to shoot us in broad
           daylight.

                         VITTI
           Broad daylight's the best time. You
           can see better. Take a right. Now!

EXT. HOBOKEN STREET - CONTINUOUS ACTION
Pedestrians scatter as Ben makes a sudden turn into a bank
drive-thru. He over-steers and wipes out an ATM machine,
sending up a cloud of bills that flutter down like confetti.


INT. CAR
                        BEN
           Sorry!
MERCEDES
follows right behind him, then the bystanders run to pick up
the cash, blocking the drive-thru, forcing Miller in the FBI
car to stop.
                                            CUT BACK TO:
EXT. HOBOKEN STREET - MOMENTS LATER
Two police officers are parked at the curb. They hear a HORN
HONKING, and turn just as Ben's car comes flying past them.
The cops start to pull out but stop short as the Benz blows

                                                             86.
by, swerving to avoid hitting them.    The cops take off in hot
pursuit.
                                                   CUT TO:


INT. BEN'S CAR - CONTINUOUS ACTION
                        BEN
                  (frantic)
          We can't do this, Paul!     We have to
          stop! This is a lease!

GUNFIRE SHATTERS the rear WINDOW of the car.
                        BEN
                  (shouting back at
                   the Mercedes)
          It's a goddamn lease!
                        VITTI
                  (looks back)
          Move over. I'll drive.
                         BEN
          Move over?   Where?
Vitti puts his left foot on the gas pedal and his left hand
on the wheel.
                          VITTI
          Backseat.    Now!
Ben tries to launch himself into the backseat but is stopped
by his seat belt.
                         BEN
          Seat belt.
He releases the belt, then twists and crawls over the top of
the driver's seat into the back, while Vitti slides into the
driver's seat.
                                                   CUT TO:
EXT. PARKWAY - MOMENTS LATER
Ben's car races past an industrial area with the Mercedes
right on its tail.
                                                   CUT TO:

EXT. INDUSTRIAL PARK - MOMENTS LATER
Ben's car bounces over some railroad tracks and sails into a
warehouse complex on the river with the Mercedes still only a
few car lengths behind.

                                                           87.
                                              CUT TO:
INT. BEN'S CAR - CONTINUOUS ACTION

Vitti drives down the narrow lane between two big warehouses.
                        VITTI
                  (determined)
          Hang on.
                        BEN
          It's gonna get worse?

                                              CUT TO:

EXT. PARKING LOT - CONTINUOUS ACTION
Vitti rockets out from between buildings and races through a
parking lot toward the river with the Benz on his tail.
                                         CUT BACK TO:


INT. BEN'S CAR - CONTINUOUS ACTION
                        BEN
          They're right behind us!
                  (shouts at them)
          Get away!
He starts whipping things out the shattered back window -- a
tennis racket, sneakers, an empty Macy's box.
                                              CUT TO:

INSERT - TENNIS RACKET
is crushed under the Mercedes' wheels.
                                         CUT BACK TO:
INT. BEN'S CAR - CONTINUOUS ACTION
Ben picks up the only thing left -- the New York Times.   He
starts leafing through it.
                        VITTI
          What the fuck are you doing?
                        BEN
          I wanted to save the crossword.
                         VITTI
          Throw it!
Bent throws the paper out the window.

                                                             88.

                                              CUT TO:
BENZ DRIVER'S POV

The Times hits the windshield and one double-page sticks,
totally OBSCURING the driver's VIEW.

EXT. PARKING LOT - CONTINUOUS ACTION
Vitti throws a 180, SKIDDING to a stop just inches from the
river's edge. The Benz, with the newspaper covering the
windshield, sails past them and right off the embankment. It
seems to hang in the air for a long time, then lands with a
big splash and starts to sink almost immediately.


BEN AND VITTI
They jump out of the car and watch the Mercedes disappear
under the water.
                        BEN
                  (aghast)
          You think they'll get out?
                        VITTI
          Yeah, that's James Bond and the 'Sea
          Hunt' guy in there, so they got a
          pretty good shot.
They hear POLICE SIRENS APPROACHING. Vitti starts walking
away quickly. Ben follows after him.
                        BEN
          Where're you going?
                        VITTI
          I gotta take care of something.
                        BEN
          But your parole officer --
                        VITTI
          Send my regrets.
                        BEN
          I'm warning you. If you leave now --
                          VITTI
          So long, Doc.
Vitti takes off running, ducking behind the rows of parked
cars.

                                                             89.

                        BEN
                  (calling after him)
          That's it! I'm finished! You're on
          your own now, pal! I'm --
POLICE CARS and the FBI CAR SCREECH into the parking lot and
surround Ben.
                        BEN
                  (quietly)
          -- screwed.

                                              CUT TO:
EXT. RIVERBANK - LATER
Police divers search for the sunken Mercedes in the middle of
the channel.
On shore, Ben leans against a government car looking tired
and distraught while Chapin berates him.
                        CHAPIN
          Where is he, Dr. Sobel?
                         BEN
          I wish I knew.
                         CHAPIN
          Well, considering that he's in your
          custody, that's not quite the answer I
          was looking for. He's got something
          big in the works. You want to tell me
          what you know?
                        BEN
          I don't know anything. As far as I
          can tell, he's making a real effort to
          go straight.
                        CHAPIN
          Yeah, that's why I've got two corpses
          at the bottom of the river.
He reaches through the open car window into his briefcase and
pulls out a file of photographs.
                        CHAPIN
          Here. Vitti with Sal Masiello. Vitti
          with Patty LoPresti. Vitti with Lou
          Rigazzi. Let me know -- I can order
          some wallet size for you. I've got
          more than enough to put him away again
          without these. Violation of parole,
          second-degree murder here. When I
          really start digging, it'll be amazing

                                                           90.
          what I come up with. You have twenty-
          four hours to find him and deliver him
          to me. Otherwise you're looking at
          obstruction of justice, and accessory
          to felony manslaughter. And trust me,
          Dr. Sobel, if you don't like me now,
          you really don't want to see me in
          court.
                        BEN
          I'm getting that.   Can I go now?

He starts for his car.
                        CHAPIN
          You can't take your car. We're
          impounding it as evidence.
                        BEN
                  (exasperated)
          Then can somebody give me a ride home?
                        CHAPIN
          Yeah, the government runs a limousine
          service. The number is 1-800-Fuck
          Off.

Chapin walks away.
                                                CUT TO:
INT. VITTI'S TRAILER - DAY
Vitti is hurriedly collecting his stuff, talking to Jelly and
a few of his old gang.
                        VITTI
          I don't have a lot of time. They're
          probably gonna come lookin' for me, so
          we'll go over everything later, okay?
                        JELLY
          Paul, not that I'm questioning, but
          what do we want with Eddie DeVol?
          Guy's a fuckin' scumbag.
                        VITTI
          Look, I'm not happy about it, but if
          it keeps Patty off my back, so be it.
          They're meeting us at the club. Let's
          head out.
                  (as they all get up)
          Not all at once. I gotta tell you
          everything?
A PRODUCTION ASSISTANT KNOCKS and sticks her head in the
door.

                                                          91.

                        P.A.
          Mr. Vitti? Mr. Bella asked if you
          could meet him in the makeup trailer.

                        VITTI
          No, I gotta go.
                        P.A.
          He said it was important.
                        VITTI
                  (annoyed)
          I'll talk to him tomorrow.
He hands the P.A. some money.
                        VITTI
          Here -- tell him you couldn't find me.
Vitti exits.   The P.A. looks at the money.
                                               CUT TO:
EXT. MAKEUP TRAILER - LATER
Vitti makes his way past the trailers, heading for his car.
As he passes the makeup trailer, the door opens and Tony
Bella sticks his head out.
                         TONY BELLA
          Paul!   Excellent!
                        VITTI
          Can't really talk right now, mate.
          Headin' out.
                        TONY BELLA
          Two seconds. Please, Paul.    It's
          really important.
Vitti looks pissed.
                                               CUT TO:
INT. MAKEUP TRAILER - MOMENTS LATER
Vitti watches impatiently while the makeup artist touches up
Tony Bella.
                        TONY BELLA
                  (script in hand)
          I'm looking for something to do when
          my character finds out he's being
          indicted. I was thinking of punching
          the wall, but I did that when they
          killed Uncle Lenny, and I did it again

                                                      92.
          when Franny left me. Oh, and I
          punched a car, a van actually, when
          Peezee screwed up the big drug deal.
          So I'd like to find something
          different, that doesn't involve, you
          know, punching anything.
                        VITTI
          Try kickin' something.   Let me know
          how it works out.
Vitti starts for the door.

                         TONY BELLA
          Wait, Paul.   That's interesting.    Like
          what?
                        VITTI
                  (impatient)
          I don't know. You could kick a guy in
          the face.
                        TONY BELLA
          Who?
                        VITTI
                  (irritated)
          Just some guy! You knock him down,
          give him a couple quick kicks in the
          head while he's on the ground.
                        TONY BELLA
          Why?
                        VITTI
          Why not? Because he's there and
          you're pissed off.
                        TONY BELLA
          You've done that?
                        VITTI
          Maybe once or twice.   Look, I got
          people waiting.
                        TONY BELLA
                  (thinks about it,
                   decides not)
          My character wouldn't do that.   What
          else?
                        VITTI
                  (at a loss, getting
                   angrier)
          I don't know. You could yell real
          loud?

                                                           93.
                        TONY BELLA
          Yell real loud? That's original.
                         VITTI
                  (pops)
          Or keep your fuckin' mouth shut! Who
          gives a shit what you do, for cryin'
          out loud?
Tony Bella likes something about Vitti's inflection.
                        TONY BELLA
                  (imitates him)
          Who gives a shit what you do, for
          cryin' out loud?
                        VITTI
          What are you doin'?
                        TONY BELLA
          What are you doin'?
                        VITTI
                  (irritated)
          Okay, you can cut that shit out right
          now.

                        TONY BELLA
          Okay, you can cut that shit out right
          now.
                        VITTI
                  (menacing)
          Hey, I'm serious, asshole!
                        TONY BELLA
          Hey, I'm serious, asshole!
                                                 CUT TO:
EXT. MAKEUP TRAILER - MOMENT LATER
The door flies open and Tony Bella comes flying out of the
trailer backwards, hitting the pavement hard. Vitti charges
out of the trailer and storms away. Tony wipes blood from
under his nose.
                           TONY BELLA
          That was good.     My character could do
          that.
                                                 CUT TO:
EXT. SOBEL HOUSE - LATER
A cab pulls up to the house, and Ben gets out.

                                                          94.
He walks up the driveway and sees Jelly's car parked at the
back door and a big man in a dark suit and tie wiping the
windshield.

                         BEN
                   (irritated)
          Jelly!   Where's Paul?
The guy in the suit turns.   It's Michael.
                         BEN
          Michael?   What are you doing?

                        MICHAEL
          Working.
                        BEN
                  (pleasantly
                   surprised)
          You got a job? That's great. Look
          how handsome you look in that suit.
          What's the job?
                        MICHAEL
                  (reluctantly)
          I'm working for Mr. Vitti.   I'm his
          driver.

                        BEN
          Oh, no, you're not!
                        MICHAEL
          You keep telling me to get a job!
                        BEN
          I meant making sandwiches at the
          Subway, not driving a getaway car!
                        MICHAEL
          He's paying me twenty dollars an hour.
                        BEN
          I don't care if he pays you two
          hundred an hour, you're not doing it.
                        MICHAEL
          Dad --
                        BEN
          He had no right to ask you without my
          permission. Where is he?
                        MICHAEL
          I can't tell you.
                        BEN
          What do you mean you can't tell me?

                                                       95.

                           MICHAEL
             I promised I'd never repeat anything I
             heard in the car. I took an oath.

                           BEN
             You took an oath! Oh, my God!     Was
             there blood involved?
                           MICHAEL
             Dad, I gave my word.

Laura comes out of the house.
                           LAURA
             Ben? Where've you been?    What
             happened to you?
                            BEN
                      (minimizing)
             I was  in a car chase. There  was a
             little  shooting -- not that much
             really  -- then they -- drove into the
             river.   It wasn't as bad as it sounds.
                           LAURA
             When is this going to end?

                           BEN
             Tonight, I hope. I just have to find
             him and --
                           LAURA
             Why? A few days ago you weren't even
             sure you still wanted to be a
             therapist. Now you're going to risk
             your life again for that lout.
                           BEN
             Yeah, but he's an amazing lout, isn't
             he? I can't quit now. You know that.
                            LAURA
                      (relents)
             Go.   Just don't get shot -- please?
                            BEN
             I love you.
They kiss.     Then Ben turns to Michael.
                           BEN
             All right, where is he?
                            MICHAEL
             I can't.

                                                             96.
                         LAURA
                  (pops)
          You tell your father right now or I'll
          give you such a smack it won't even be
          funny!
                         MICHAEL
                   (surprised)
          Okay!   I dropped him at the club.
                          BEN
          What club?

                        MICHAEL
          Little Darling's in Queens.
                        BEN
          Okay, Mafiaboy, give me your car keys.
                          MICHAEL
          I'm grounded?
                        BEN
          No, I'm borrowing your car.
He kisses Laura again and takes off.

                                               CUT TO:
EXT. LITTLE DARLING'S - LATER THAT NIGHT
Several limos are parked outside a family-owned nightclub in
Queens.
Ben pulls up, leaning way back in the driver's seat of
Michael's, half-painted, modified '82 Honda Civic with the
BUBBLING MUFFLERS.
                                               CUT TO:
INT. CIVIC - CONTINUOUS ACTION
Ben takes out a bottle of pills. He tries to remove the
child-safety cap but his hands are shaking so badly he can't
do it. Frustrated, he tries to bite the cap off, then gives
up and throws the bottle away.
                                               CUT TO:

EXT. LITTLE DARLING'S - SAME TIME
Ben enters the club.
A moment later, Cerrone and Miller cruise by in an unmarked
car and park at the end of the block.

                                                             97.
                                                 CUT TO:
INT. CLUB ENTRANCE - MOMENT LATER

Ben enters the nightclub and starts moving through the crowd,
looking for Vitti.
He pushes through and sees Jelly and a few of the guys
watching an exotic dancer, a beautiful young blonde in a
skimpy costume, standing on a platform grinding in mock
ecstasy.

                          BEN
          Jelly!
                        JELLY
                  (yelling over music)
          Hey, Doc. What are you doin' here?
                          BEN
          Where's Paul?
Jelly tucks a few bills into her G-string.     She looks at Ben
and winks suggestively.
                        JELLY
          I think she likes you, Doc.     Give her
          a couple of bucks.
Ben reluctantly digs in his pocket and holds out a bill to
the stripper.
                        BEN
          Can you break a twenty?
The stripper sensuously fingers the top of her G-string, and
Ben gingerly sticks the twenty in it.
                        BEN
          Do I just make my own change?
He tentatively reaches for some smaller bills in her G-string
but she dances away.
                        BEN
                  (calls to her)
          A ten and five ones -- when you have
          the chance.
He turns around to talk to Jelly, but he's already gone.
Ben finds Jelly at a table with Vitti.
                        BEN
          Okay, Paul, what's going on?

                                                           98.

                        VITTI
                  (keyed up)
          What are you doing here?

                        BEN
          I could ask you the same thing.
                        VITTI
          What's it look like? We're just
          blowin' off a little steam. What's
          the big deal?

Eddie DeVol enters, flanked by his main guys, AL PACINO and
ENORMOUS BOBBY.
                        EDDIE
          How's it goin', Paulie? You know my
          guys -- Enormous Bobby and Al Pacino?
                        VITTI
                  (looks at him)
          Al Pacino? That's your real name?
                         AL PACINO
          No. People call me that because I
          look like Al Pacino.
                  (beat)
          The actor.
                        VITTI
          Anybody ever call you Carol Burnett?
                        AL PACINO
          No.   Why?
                        VITTI
          'Cause you look about as much like
          Carol Burnett as you look like Al
          Pacino.
Ben laughs.   Al Pacino glares at him.
                        BEN
          I do see a little Pacino there --
          around the eyes.
                        EDDIE
          So we're all here. Let's do it.
He heads for the back of the club with his guys.   Vitti and
Jelly start to follow.
                         BEN
                  (stops Vitti)
          Let's do what?

                                                          99.
                        VITTI
          You better get out of here.
                         BEN
                  (lays a hand
                   on his arm)
          I'm not going until you tell me what's
          going on here.
Vitti violently shakes off Ben's hand.
                        VITTI
                  (menacing)
          Don't make me hurt you.    Get the fuck
          out of here.
He walks away leaving Ben frozen.
Ben watches as they disappear through a door leading to the
back of the club. He starts toward the door.
                                                CUT TO:
INT. BASEMENT ROOM - MOMENTS LATER
Vitti is seated at a big table in the crowded, smoke-filled
room. Jelly sits at  his side. He's surrounded by his crew,
about a half-a-dozen guys, and Patty's man, Eddie DeVol.
Several street maps and diagrams are spread out on the table.
                        VITTI
          Okay, this is big and we only get one
          shot at it; and there's only about a
          million ways this fuckin' thing can go
          bad, so listen up.
Vitti pulls a street map to the center of the table and taps
a spot downtown.
                        VITTI
          The Federal Gold Depository in Lower
          Manhattan. Three times a year a
          shipment of gold bars goes in a
          heavily-guarded armored truck from the
          Depository to the vault at the Federal
          Reserve to hold for foreign
          governments that trade in bullion. At
          three o'clock in the morning -- eight
          hours from now --we're gonna hijack
          that truck.
                                                CUT TO:
INT. LITTLE DARLING'S - SAME TIME
Ben enters the back room of the club, looks around, and
starts down the stairwell leading to the basement.

                                                             100.

                                                CUT TO:
INT. BASEMENT STAIRWAY - MOMENTS LATER

Ben makes his way down the cramped, dimly-lit stairway and
approaches the door to the basement room.
He raises his hand to knock, then hesitates and stands there
for a moment listening to the MUFFLED VOICES inside.
Suddenly he is grabbed from behind and slammed up against the
door by Enormous Bobby. Bobby slams him against the door a
couple of more times, using Ben's head as a doorknocker. The
door is opened by someone inside and Enormous Bobby shoves
Ben into the room.
                                                CUT TO:
INT. BASEMENT ROOM - CONTINUOUS ACTION
Ben hits the floor to a chorus of surprised reactions from
the guys. Enormous Bobby pulls Ben off the floor by his
lapels.
                        EDDIE
          What the fuck is this?

                        ENORMOUS BOBBY
          I found this guy listening at the
          door.
                        BEN
                  (dazed)
          Hey, guys. How's it going?
                        EDDIE
          Who is this guy?
                         BEN
                  (not looking
                   at Eddie)
          Ben Sobel. Sorry, I can't move my
          head to the right. Boy, I hope that's
          not permanent.
                        EDDIE
          Get rid of him.
Al Pacino puts his gun to Ben's head.
                        BEN
                  (still dazed)
          Hi, Carol.
                        AL PACINO
          You're a dead man, asshole.    Let's go.

                                                             101.
He starts muscling Ben to the door.
                        VITTI
          What are you doing?

                        EDDIE
          What do you think? He can make every
          guy in this room.
                        BEN
          Oh, I'm not into that, fellas.

                        VITTI
          Get your fuckin' hands off him!   He's
          with me.
                        EDDIE
          What, on the job?
Vitti hesitates.
                        EDDIE
                  (impatiently)
          Either he's in, or he's dead.    Which
          is it?
                        BEN
          I think in is better.
                        VITTI
                  (reluctantly)
          He's in. He's my responsibility.
                        EDDIE
                  (to Vitti)
          Okay, no more surprises. And from
          this moment on, no one leaves my
          sight. Got it? Now go through it one
          more time.
                        VITTI
          Okay -- everybody listen up.
                         BEN
          Wait!
                    (sits)
          Okay.    Go ahead.
                                                CUT TO:
EXT. LITTLE DARLING'S - LATER THAT NIGHT
Agents Cerrone and Miller watch the front of the club from
their car parked across the street.

                                                             102.

                          CERRONE
                    (yawns, checks watch)
            I wonder what it costs to keep that
            many limos waiting for three-and-a-
            half hours.

THEIR POV
A dozen men looking like Vitti and his crew come out of the
club and get into the limos.

                          MILLER (O.S.)
            Everybody stand by. They're leaving.
The limos drive off.
At the corner, the FBI car pulls out and follows at a
discreet distance.
                                                  CUT TO:
EXT. QUEENSBOROUGH BRIDGE - NIGHT
The FBI car follows the limos across the bridge into
Manhattan.

                                                  CUT TO:

EXT. TIMES SQUARE - LATER
The limos pull up at the WWF Restaurant.     The FBI car stops
up the block.
                          CERRONE (V.O.)
                    (over radio)
            312, all units. W.W.F. Restaurant.
            Times Square.
The limo doors open and the passengers get out -- all
nondescript nobodies.
                                                  CUT TO:
INT. FBI CAR - SAME TIME
Miller watches intently.
                           MILLER
            Where's Vitti?   I don't see Vitti.
Cerrone stares with the growing awareness that they've been
had.
                           CERRONE
            Damn it!

                                                             103.
                  (grimly, into radio)
          Call it off. We lost them.
                                                CUT TO:

INT. MANHATTAN WAREHOUSE - MIDDLE OF NIGHT
Vitti's guys are dressed like construction workers as they
load their gear into two trucks. Vitti supervises while
others work on a New York City bus.
Eddie DeVol, Al Pacino and Enormous Bobby stand guard over
the whole scene, in case anyone is thinking of defecting.
Ben is wearing heavy dungarees and an oversized plaid shirt,
struggling to lace his work boots. Jelly approaches him and
tosses a bulletproof vest on the table.
                       JELLY
          Here. See if this'll fit under your
          shirt.
                        BEN
                  (extremely nervous)
          I could fit you under my shirt.    Don't
          they have anything smaller?

                        JELLY
          This ain't Bloomingdale's. Nobody
          knew you were comin'. You're lucky
          you're alive, Doc.
He glances at Eddie DeVol.
                        BEN
                  (hisses)
          Nobody's going to be alive when this
          is over. What kind of plan is this?
          It's crazy. It's stupid!
                        JELLY
          Watch it. It may be crazy but it
          ain't stupid. If you want to stay
          alive, just keep your mouth shut, do
          everything I tell you and try not to
          pee in your pants.
                  (quietly)
          Can you handle an M-16?
He holds up an automatic rifle.
                        BEN
          You mean shoot it?
                        JELLY
          No, I mean twirl it like a fuckin'
          baton. How about an A.K.?

                                                            104.

He holds up another rifle.
                          BEN
                    (exasperated)
          Jelly --
                         JELLY
                  (rummaging through
                   pile)
          Kalashnikov, MAC-10, Uzi -- stop me if
          I hit one you like.

Ben sees Eddie watching him and gingerly picks up a 9mm
handgun.
                        BEN
          Couldn't I just take this?
                        JELLY
          Yeah, that's a good one. That gun
          brings back a lot of fond memories.
          Use it in good health.
Ben puts the gun into the waistband of his dungarees, but it
slips through and drops into his pants.

                        BEN
                  (winces)
          Ooh, cold -- cold.
He jams his hand down the front of his pants and starts
searching around in there. Eddie and Enormous Bobby stare at
him as they walk by.
                        BEN
                  (explaining)
          My gun -- fell down in my --
He shakes his leg and the gun drops out of his cuff and
clatters onto the floor. He smiles weakly and picks it up.
Vitti approaches.    He looks agitated but under tight control.
                         VITTI
                  (to Jelly)
          Check the bus.
Jelly exits.
                        VITTI
                  (quietly, to   Ben)
          If we can, I'm gonna   get you out
          before the real shit   goes down. Just
          don't flip out on me,   okay?

                                                             105.
                          BEN
            You are making a huge mistake.   You
            know that, don't you?

                          VITTI
            You said it yourself.   It's my nature.
                          BEN
            It's not your nature!   You have a
            choice.
                          VITTI
            What are you, fucking Jiminy Cricket?
            I don't know what planet you live on,
            but here on Earth it's 'might makes
            right.'   Read the papers. The guys
            with the guns make the rules.
                          BEN
                    (holding up the
                     pistol)
            So I guess that makes me a real man
            now.  What happened to the white hat,
            Paul?  Your father wasn't wrong. You
            could be one of the good guys.
                          VITTI
            Enough. Say one more word about my
            father and I'll break your fuckin'
            head.
                          BEN
                    (quietly)
            Okay.
Vitti walks off.
                                                   CUT TO:
INT. BATHROOM - SAME TIME
Vitti comes in, locks the door and has a full-blown panic
attack -- gasping for breath, sweating, whimpering, trying to
stifle his panic. Then he sees his tortured face in the
mirror and starts pulling himself together.
                                                   CUT TO:
INT. WAREHOUSE - FEW MINUTES LATER
The guys are getting into the trucks. Ben keeps letting
everybody go in front of him, then starts to back away, but
Eddie and Enormous Bobby come up behind him and push him up
into the truck.


EXT. MANHATTAN WAREHOUSE - NIGHT

                                                             106.
The big doors open and two trucks roll out carrying Vitti,
Ben and the crew.
                                              CUT TO:

INT. LEAD TRUCK - SAME TIME
The guys are sitting on the floor in the back of the truck,
lined up along the sides like paratroopers waiting to jump.
Ben is sitting next to Jelly and across from Vitti who is
just staring intently.
                                                CUT TO:

EXT. WEST SIDE HIGHWAY - NIGHT
The trucks make their way past the aircraft carrier Intrepid
heading downtown.
                                           DISSOLVE TO:

EXT. CONSTRUCTION SITE - NIGHT (LATER)
Vitti, Ben, and Eddie DeVol stand next to the treads of a
giant crane.
                        VITTI
                  (checks his watch)
          I have five to three. They should
          start movin' any minute.
                        BEN
                  (looking at his watch)
          I have three-o-six.
                        VITTI
          Let's see your watch.

Ben slips it off and hands it to him. Vitti smashes it on a
rock with the butt of his gun, then tosses it back to Ben.
Vitti's RADIO SQUAWKS and the spotter's voice is heard.
                        SPOTTER (V.O.)
                  (filtered)
          They're moving!
Vitti keys his radio twice as a signal and holds up his
clenched fist to alert the guys on site with him.
                                                CUT TO:
EXT. FEDERAL BUILDING - NIGHT
A CONVOY of vehicles emerges from the bowels of the building
and turns onto the street. In front and back are specially-
equipped SUVs, full of heavily-armed federal marshals; an
armored truck in the middle carries the gold.

                                                          107.

                                              CUT TO:
EXT. ANOTHER STREET - SAME TIME

The convoy RUMBLES past a block-long, high-rise construction
site, totally enclosed by a plywood wall around the
perimeter.
VITTI
He can hear the convoy passing outside the wall.

SPOTTER
He looks down on the convoy from a vantage point on a
scaffold high above the street. When the trucks are in the
right position, he waves to Vitti on the ground.
VITTI
sees the signal.
                         VITTI
                   (on walkie)
          Go!
                                              CUT TO:
EXT. STREET - CONTINUOUS ACTION
A forty-foot, flat-bed trailer truck loaded with cement
conduit backs across the street and stops, blocking the path
of the convoy.
The lead SUV HONKS. The truck doesn't move. The CAPTAIN of
the marshals gets out and walks up to the truck. The driver
has slipped out the other side and disappeared.
Suddenly, a huge steel claw drops down from above and closes
around the top of the armored truck, its sharp points
crunching into the metal sides. Then the truck starts rising
off the pavement. A couple of determined marshals jump out
of their vehicles, race over and grab onto the bumpers as the
armored truck is lifted off the ground.
                                              CUT TO:
EXT. CONSTRUCTION SITE - CONTINUOUS ACTION
A hundred-foot tower crane lifts the truck straight up. The
marshals hang on as long as they can, then prudently let go
and drop heavily to the street. Two marshals are still
clinging to the truck as it rises to a height of thirty feet,
then swings silently over the perimeter fencing.

                                                             108.
INT. CONSTRUCTION SITE
A bank of arc lights is switched on illuminating the site as
the truck is lowered to the ground. Heavily-armed gangsters
in ski masks surround the truck and herd the driver, the
shotgun guard and the frightened marshals
into a construction shack, while men with acetylene torches
attack the back doors.
Vitti pulls down his ski mask and taps Ben.
                        BEN
          Paul, it's not too late.   Don't do
          this.
                          VITTI
          Let's go.
He strides off to take charge. Ben pulls down his mask and
hurries after him, but runs right into a pole.
                          BEN
          Shit!   Ow!
He raises his mask and scampers after Vitti rubbing the
painful bump on his forehead.

                                                CUT TO:
EXT. STREET - SAME TIME
The marshals run around, frantically searching for a way into
the construction site.
                                                CUT TO:

VITTI
Totally in charge, he strides up to the armored truck just as
his men finish cutting through the steel plate doors. Vitti
yanks the doors open..
Vitti and Ben stare in awe at the exposed contents of the
truck -- a fortune in gold bars.
                        VITTI
                  (shouts)
          Get the ramp!
Eddie and his guys run up with a long, narrow track with
metal rollers and set it up at the rear of the gold truck.
                        EDDIE
                  (very excited)
          You know, this might just fuckin'
          work.

                                                          109.
                        BEN
          You're gonna get in so much trouble.
                                               CUT TO:

EXT. STREET - SAME TIME
The marshals are trying to climb over the construction site
wall, but they're stopped by rolls of razor wire and
SUPPRESSING FIRE from inside the site.
                        LIEUTENANT
          They can't get over the wire.
                        CAPTAIN
          Then knock down the gates!
                                               CUT TO:
EXT. CONSTRUCTION SITE
The guys take the heavy bars out of the armored truck and run
them quickly along the rolling track into the bus.
                                               CUT TO:

INT. BUS - SAME TIME
Jelly is pulling on the hat and jacket of a transit authority
bus driver. The floor boards of the bus have been lifted out
and the guys are laying the gold bars in the hollow under the
floor.
                        VITTI
                  (pops his head in)
          Forty bars. That's all we need.

                        BEN
          How much is that?
                        VITTI
          $350 an ounce, 16 ounces in a pound,
          90 pounds in each bar -- do the math.
                        JELLY
                  (a beat)
          Actually, gold is measured in troy
          ounces. 14.6 ounces to the pound.
          That would be... $18,396,000.
                          BEN
          Really?
                          JELLY
          Give or take.
He hears a LOUD CRASH and all eyes turn to the gates.

                                                             110.
                        BEN
          Well, so much for not peeing in my
          pants.

Eddie goes off to help transfer the gold.
                                                   CUT TO:
EXT. STREET - SAME TIME
The marshals back up one of the SUVs and run it into the
gates again.

                                                   CUT TO:
INT. CONSTRUCTION SITE
The big, wooden GATES SHUDDER but Vitti's men roll two
enormous earthmovers up to reinforce the gates.
                        BEN
          You know what you said about not
          flipping out?
                          VITTI
          Yeah?

                          BEN
          Sorry.
                  (flipping out)
          What did I do? What did I do? I had
          a perfect life, I threw it away.
                          VITTI
          Don't do this.
Vitti drags him off toward the building structure.
                        BEN
          I can't help it! My life is over!
          I'm going to jail. Some people
          can handle prison -- I'm not one of
          them. I have delicate features. I'm
          small. I'll be way too popular!
                          VITTI
          Calm down.
                        BEN
          I can't calm down!      I'm gonna die!
Inside the structure, Vitti spins him around and shakes him.
                        VITTI
          You're not gonna die!

                                                                111.
                        BEN
          I can't breathe! I'm suffocating!
                        VITTI
                  (shaking him)
          For Chrissake, get hold of yourself!
                         BEN
          I can't!   I'm dying!   We're all going
          to die!
Suddenly, he slaps Vitti hard across the face.      They both
freeze.
                        BEN
          Did I just hit you?
                         VITTI
          Yeah.   Feel better now?
                        BEN
                  (breaking down)
          I'm sorry, Paul. I blame myself for
          this. I wanted to help you. I wanted
          to be there for you. But I just
          wasn't good enough.

                        VITTI
          You were good.  It isn't your fault.
                        BEN
          No, it is. Since my father
          died --
                  (starts crying)
          I've lost my way. I don't know
          anything anymore. I mean, what's the
          point? I didn't think it would hit me
          so hard --
                        VITTI
          Would you just shut up about your
          father!
                        BEN
          I'm grieving, goddammit!    Have a
          little respect!
                        VITTI
          He was an asshole -- you said it
          yourself. What are you grieving for?
                        BEN
          I'm grieving for myself, you fucking
          idiot!
Ben lets it all go, sobbing for all the years of pain.

                                                          112.
                        VITTI
                  (surprised, shrugs)
          Jeez, I'm sorry.

                        BEN
          Now I know how you must have felt when
          your father was killed.
Vitti looks at him.
                        BEN
                  (crying more)
          I mean, it had to be ten times worse
          for you -- being murdered right in
          front of you. And you were so young -
          -
                        VITTI
          We don't have time for this.
                        BEN
                  (really sobbing)
          It must've been so painful!
                        VITTI
                  (eyes filling with
                   tears)
          I'm warning you -- don't do
          this --
                        BEN
          I mean, it's like all his hopes for
          you died with him. And that's so sad.
                        VITTI
                  (starting to cry)
          There I go. You happy now?      You see
          what you're doing here?
Both men are crying now.
                        BEN
          Your father really loved you.
                        VITTI
          I loved him, too. I did.
                        BEN
                  (hugs him)
          I know. I know.
Jelly comes around the corner and sees the two men in a weepy
embrace.
                          JELLY
          Oh, boy.    This is bad.

                                                          113.
Another huge CRASH as the marshals ram the gates again, this
time tearing loose one of the big hinges.
                        JELLY
          Maybe we oughta should go.
Vitti, Ben and Jelly run to the bus, but Eddie pulls a gun
and stops them. Al and Bobby cover Jelly and the rest of the
crew. Vitti backs away slowly.
                        EDDIE
          Did you really think you were gonna
          live through this?
                        VITTI
          I had my hopes.
                        EDDIE
          Yeah, well, nice work.   Mr. Rigazzi
          will be very grateful.
                        BEN
                  (to Vitti)
          Rigazzi? I thought he worked for
          Patti LoPresti.
                        VITTI
          That's what Patty thought, too. This
          scumbag's been playin' both sides
          against the middle.
                        EDDIE
          There's only one side as far as I'm
          concerned. Mine. What did you think?
          I was just gonna stand by and let some
          fuckin' has-been move back in? So
          long, Mr. Vitti.
He cocks the gun and is about to pull the trigger when Ben
suddenly roars and slams him in the head with his gun. Vitti
and Jelly quickly cover Al Pacino and Enormous Bobby.
                        BEN
                  (beating the shit
                   out of Eddie)
          I can't take it anymore! That's what
          I hate about you fucking sociopaths!
          You just keep changing the rules to
          suit yourselves. Well, not this time,
          you anti-social asshole. You fucked
          with the wrong shrink!
Sitting on Eddie's chest, he presses the gun against Eddie's
nose.
                        BEN
          Don't you read the papers?   The guy

                                                               114.
             with the gun makes the rules.
                           VITTI
             Yeah, what?

They shove Eddie, Enormous Bobby and Al Pacino into the back
of the armored truck, Vitti gives a signal and the crane
lifts it off the ground.
                                                     CUT TO:
EXT. STREET - CONTINUOUS ACTION

The armored truck comes down fast and drops heavily to the
street. Federal MARSHALS swarm the truck and find Eddie, Al,
and Bobby sprawled in the back.
                           CAPTAIN
                     (screaming)
             On the floor! Face-down!   Now!
                           AL PACINO
                     (to Eddie)
             Nice goin'. Good plan.
                           ENORMOUS BOBBY
             What's a sociopath?

The marshals handcuff them.
Suddenly, the marshals hear AUTOMATIC WEAPONS FIRE coming
from the next block.
Uniformed SWAT COPS come running from that direction and
shout to the marshals.
                           SWAT LEADER
             They're escaping out the back!    Get
             over there! Move it!
The marshals rush toward the sound of the GUNFIRE and
disappear around the corner.
                                              CUT TO:
NEXT BLOCK
As the marshals round the corner, they see a police shoot-out
in progress.
Wiseguys are FIRING AUTOMATIC WEAPONS at cops who are pinned
down behind police cruisers.
The Captain of the marshals FIRES a warning SHOT in the air.
                           CAPTAIN
                     (on a bullhorn)
             Freeze! Drop your weapons!

                                                             115.

The head wiseguy, Anthony Bella, turns in surprise.
                        TONY BELLA
          What the hell is this?
                        RAOUL (O.S.)
                  (on his own bullhorn)
          Cut, cut, cut! What the hell's going
          on?
Raoul strides out into the street, furious, still talking
through his bullhorn.
                        RAOUL
                  (to the Captain)
          Who are you? What are you doing in my
          shot?
The Captain and the marshals look around and see that they're
on the set of "Little Caesar."
                        CAPTAIN
          What are you doing on my street?
The Captain walks toward Raoul until they are almost face to
face, shouting at each other through their BULLHORNS.

                        RAOUL
          I have a permit!
                        CAPTAIN
          I don't give a shit about your permit!
The ASSISTANT DIRECTOR addresses the TV crew.
                        ASSISTANT DIRECTOR
          All right, people. Back to one and
          let's try it again!
                  (into his walkie-talkie)
          Release the traffic and reset for
          another take.
On the perimeters of the set, the PA's signal the off-duty
cops who work the set to release the real traffic they've
been holding on the cross streets.
A city bus passes behind Raoul and Tony Bella who are still
screaming at the Federal Marshal.
                                                CUT TO:
EXT. 11TH AVENUE - MINUTES LATER
In mid-block, SWAT cops step into the street and wave the bus
to a halt.

                                                               116.
                                               CUT TO:
INT. BUS - SAME TIME

Ben is sitting in the back with Vitti as the helmeted SWAT
cops board the bus.
                        BEN
                  (sees them coming)
          That's it. We're screwed.
The cops walk toward the back and confront Ben.

                           LEAD SWAT
          You!
                           BEN
          Yes, Officer?
                        LEAD SWAT
          You're one tough shrink.
The cops unmask. It's Mo-Mo, Cokes, and Tuna.     They laugh
and slap hands with Vitti and Ben.
                                               CUT TO:

EXT. STREET - CONTINUOUS ACTION
The bus pulls out and joins the flow of traffic heading
downtown.
                                               CUT TO:
INT. BUS - MINUTES LATER
All the guys are looking pretty happy with their score.
Ben turns to Vitti.
                        BEN
          Feeling pretty good, huh?
                           VITTI
          I felt worse.
                        BEN
          So what now? You go on the run for
          the rest of your life? Back to Sing
          Sing? Or you turn up dead in an alley?
                        VITTI
          Those are my choices? What   happened
          to lying on a beach in Costa  Rica
          for the next twenty years?   You
          can't let me enjoy this for  five
          fuckin' minutes?

                                                             117.

                          BEN
          Five minutes?    And then what?

                          VITTI
          And then what?    I'll show you.
                                               CUT TO:
EXT. RIGAZZI PLUMBING AND HEATING - NEXT MORNING
A Rigazzi company van is forced open by a team of FBI agents led
by Agent Miller. Stacked inside are forty gold bars.
Agent Cerrone comes out of the building with Lou Rigazzi and
several associates in handcuffs.
U.S. Attorney Chapin makes a statement to the media.
                        CHAPIN
          Acting on intelligence we developed in
          the last few days, the Justice
          Department and the F.B.I. took very
          aggressive action to recover the
          stolen gold and bring the perpetrators
          to justice. I'm happy to tell the
          people of New York that the streets
          are safe again.
                                               CUT TO:
EXT. PATTY'S HOUSE - SAME TIME
Vitti knocks on the front door.    Patty answers it in her
robe.
                         PATTY
          Hi, Paul.   How'd it go?
                          VITTI
          Not so good.
                        PATTY
          Yeah, I heard. It's all over the
          television. I never should've trusted
          Eddie. But, you know, a woman alone
          in the world is very vulnerable.
                          VITTI
          Yeah, I know.
                        PATTY
          At least I don't have to worry about
          the Rigazzis no more. Thanks to you.
                        VITTI
          I told you -- I just want to be left

                                                          118.
          alone.
                        PATTY
          I know. I'll make sure. How about
          some breakfast? I could make you some
          waffles and -- whatever else you want.
She adjusts her robe, providing Vitti a quick peek.
                        VITTI
          Can't do that.

Patty smiles and shrugs.
                        PATTY
          Well, if you ever change your mind --
                  (kisses him)
          Good luck, Paul.
                                              CUT TO:
EXT. EAST RIVER BOARDWALK - LATER MORNING
Ben is leaning against the railing gazing at the water when
Vitti walks up.
                        BEN
          Did you see Patti?

                        VITTI
          Yeah.
                        BEN
                  (ruefully)
          Did she grab your balls?
                        VITTI
          What kind of question is that? She's
          cool. She's just happy to have 'the
          Wrench' out of the way.
                        BEN
          Well, I talked to the U.S. Attorney.
                        VITTI
          Did he grab your balls?
                        BEN
          No, Paul, he did not grab my balls.
          He thanked me for tipping him off
          about the gold. And he said he won't
          be coming after you if you stay out of
          trouble.  So what do you think?
                        VITTI
          I'm gonna go to Ohio -- get Marie and
          the kids -- then we'll probably
          disappear for awhile -- figure out all

                                                    119.
          this future stuff
          -- away from all the pressure.
                        BEN
          Good idea. Change is hard, Paul.    But
          you did the right thing.
                        VITTI
          Yeah, you, too. You hung in there.
          That took a lot of guts.
                        BEN
          Well, I just --
                        VITTI
          No, you were like an animal back
          there.
                        BEN
          I just vented my displaced aggression
                       VITTI
          No. I'm telling you. You're a
          monster. I saw the beast in you.
                        BEN
          I'm not a beast. I can handle myself
          if I have to --
                        VITTI
          Handle yourself? You were fuckin'
          John Wayne.
                         BEN
          Well, I wrestled a bit in high school
          -- 122 pounds.
                        VITTI
          Yeah, I could tell.   You're good, you.
                        BEN
          I'm not --
                        VITTI
          Paul, I just --
                       VITTI
          No. You are good. You got a gift, my
          friend.
Ben gives up.
                         BEN
          Fine.   I have a gift.
                        VITTI
          So -- happy ending, huh?

                                                             120.

                        BEN
          Well, I think so.   Don't you feel
          better now?

                        VITTI
          Are you kidding? I feel like shit.
          All that work for nothing. 20 million
          bucks.
                        BEN
          You're grieving -- it's a process.

                        VITTI
          Take it easy, Doc.
                        BEN
          You, too, Paul.
They embrace. Then Vitti starts to walk away toward Jelly
who has been waiting at a respectful distance.
Vitti stops and turns.
                        VITTI
          Hey, Doc!
                  (sings)
          'There's a place for us -- '
                        BEN
                  (sings)
          'A time and place for us -- '
                        JELLY
                  (joins in)
          'Hold my hand we're halfway there -- '
                        ALL TOGETHER
          'Hold my hand and I'll take you there.
                  (belting)
          Somehow, someday, somewhere.'
The ORCHESTRA SWELLS as we CRANE UP TO the Brooklyn Bridge
and Lower Manhattan beyond.
                                          DISSOLVE TO:
FADED 8MM COLOR HOME MOVIE FOOTAGE
A little boy in a cowboy suit sitting on a pony as his father
leads him around the ring.
                                               FADE OUT.

                          THE END