Gone in 60 Seconds

GONE IN 60 SECONDS by Scott Rosenberg 4/6/99

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

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

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

-- Bruce Springsteen, "THUNDER ROAD"

FADE IN:

EXT. LONG BEACH STREET - LOWER GRAND - NIGHT

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

A '67 SHELBY MUSTANG GT-500

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

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

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

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

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

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

Memphis looks at him, still enthralled...

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

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

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

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

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

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

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

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

Except that, from seemingly out of nowhere --

A POLICE CAR

appears behind them...

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

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

DONNY Problem, Officer?

POLICEMAN Yes. You're under arrest -- ?

DONNY For running a stop sign?

POLICEMAN For Grand Theft Auto -

And off of Donny's look --

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

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

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

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

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

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

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

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

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

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

EXT. LOWER GRAND - LATER

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

A POLICE CAR pulls up ... And out steps

DETECTIVE ROLAND CASTLEBECK

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

Castlebeck goes to another cop - HAWKINGS..

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

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

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

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

DETECTIVE CASTLEBECK I know you --

MEMPHIS You know my back -

DETECTIVE CASTLEBECK You want to come along quiet?

MEMPHIS How's Atley -- ?

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

MEMPHIS Let them go --

DETECTIVE CASTLEBECK How's that?

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

DETECTIVE CASTLEBECK You'll leave -- ?

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

DETECTIVE CASTLEBECK I don't golf...

And they stare at each other, as Castlebeck considers.

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

MEMPHIS You have my word...

DETECTIVE CASTLEBECK Get out of here, then. Now.

And Memphis makes to get into the Shelby...

DETECTIVE CASTLEBECK Leave the car, Randall ...

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

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

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

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

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

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

CUT TO:

EXT. INDEPENDENCE, CALIFORNIA - DAY - 6 YEARS LATER

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

"L.N. ORR AUTOMOTIVE"

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

MEMPHIS You know what you got here?

TOM Not really -

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

TOM Not really --

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

TOM Not --

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

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

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

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

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

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

BUDGY (cont'd)		That one -

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

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

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

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

BUDGY Damn, you're good

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

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

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

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

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

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

MEMPHIS Excuse me --

Memphis goes back into the garage, Budgy cackles.

CUT TO:

EXT. RANCHO PALOS VERDES - BUSINESS DISTRICT

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

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

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

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

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

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

Freb and Mirror Man are startled

FREB That -- ?

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

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

FREB How are we supposed to--

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

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

MIRROR MAN What tool -- ?

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

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

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

ALARMS SQUEAL

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

INT. EXOTIC MOTORS

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

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

EXT. CITY STREETS - PALOS VERDES - NIGHT

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

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

Kip smiles over the ascending speedometer --

KIP Yeah. Ain't it great -- ?

And he pins her ... VROOOOOM -- !

CUT TO:

A TENNIS BALL

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

INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

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

ATLEY JACKSON

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

ATLEY JACKSON Can you stop that, for Chrissake?

TUMBLER What's your problem, bro ?

Thunk! Thunk!

ATLEY JACKSON Where are they -- ?

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

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

TUMBLER (cont'd)		Relax and enjoy --

EXT. SAN PEDRO STREETS - THE LOTUS

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

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

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

KIP Stolen fast car...

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

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

MIRROR MAN No way, man --

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

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

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

INT. WAREHOUSE

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

ATLEY JACKSON Something wrong, Tumbler -- ?

TUMBLER Yeah. I'm missing Springer --

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

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

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

MIRROR MAN I can vouch for that.

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

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

KIP No problem -

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

THUGGISH MAN Let's get outta here -- !

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

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

INT. WAREHOUSE - LATER - NIGHT

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

INT. WAREHOUSE

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

DETECTIVE DRYCOFF They're gone...

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

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

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

MEMPHIS What's going on -- ?

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

ATLEY JACKSON Well, well, well ...

And he begins to sing...

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

MEMPHIS Hello, Atley ...

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

Memphis studies him...

MEMPHIS How's the leg?

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

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

MEMPHIS What are you doing here?

ATLEY JACKSON Is there someplace we can talk?

Memphis looks at him...

MEMPHIS What about?

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

INT. TEDDY'S TAVERN - NIGHT

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

WAITRESS There you go --

MEMPHIS Thanks, Donna --

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

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

MEMPHIS Six years ...

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

MEMPHIS Tell me about Kip -

Atley takes a sip of his beer,...

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

MEMPHIS What kind of job... ?

ATLEY JACKSON A boost. A big boost ...

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

Atley frowns ... Looks at him...

ATLEY JACKSON You're shittin', right?

Clearly Memphis is not ...

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

MEMPHIS It seems she neglected to mention it

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

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

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

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

MEMPHIS Who was the job for?

ATLEY JACKSON Who do you think?

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

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

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

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

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

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

THREE PLATES OF BACON, EGGS AND HASH BROWNS

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

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

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

HELEN RAINES

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

KID Can I get some more coffee -- ?

HELEN RAINES Sure, hon ...

And she goes to the coffee station... When

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

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

MEMPHIS (cont'd)		Hello, Ma --

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

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

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

COOK What's the word, Memphis -- ?

MEMPHIS How ya doing, Ruby -- ?

HELEN RAINES Come, come, come ...

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

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

MEMPHIS Right ...

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

HELEN RAINES You look good...

MEMPHIS You, too, Ma...

HELEN RAINES What are you doing back?

MEMPHIS How's Kip?

And Helen flushes, a bit ashamed maybe ...

HELEN RAINES Have you seen him?

MEMPHIS No.

HELEN RAINES oh.

MEMPHIS Atley Jackson came to see me ...

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

He looks at her ... Beat ...

MEMPHIS Why didn't you tell me?

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

MEMPHIS He's in some trouble ...

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

MEMPHIS You getting my checks ... ?

HELEN RAINES Of course ...

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

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

BACK TO - MEMPHIS AND HELEN RAINES ...

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

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

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

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

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

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

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

GIRL That's disgusting -

FREB What's the point, man -- ?

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

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

TOBY Hey, Kip, what's up?

KIP What do you say, Toby?,

TOBY I'm cool -

TUMBLER What do you want, shithead?

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

TUMBLER Why don't you leave him alone?

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

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

FREB Any word, Kip -- ?

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

FREB What does that mean -- ?

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

He groks their fear...

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

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

Kip looks at him...

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

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

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

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

TUMBLER Can I help you, pal -- ?

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

MEMPHIS Hey, Kip ...

KIP Hello, Memphis --

TUMBLER "Memphis?" You're Memphis?

MEMPHIS That's right...

TUMBLER Damn. Damn, damn, damn ...

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

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

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

MEMPHIS You, too

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

FREB What are you doing back, Memphis?

MEMPHIS Little visit. Check on the family.

KIP It's nice to see ya, man -

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

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

MEMPHIS Sure. Hey, Toby. You grew up

TOBY Yeah, I'm cool ...

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

KIP Who's got next game -- ?

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

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

TUMBLER Shut-up, Mirror Man --

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

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

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

FREB We don't -- ?

MEMPHIS He give you an advance -- ?

MIRROR MAN Hell, yeah. Ten larger man

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

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

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

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

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

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

TUMBLER Things are all leafy and suburban ...

MIRROR MAN The hell they are --

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

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

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

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

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

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

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

EXT. LONG BEACH HARBOR - NIGHT

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

EXT. WOODBURN SCRAP AND METAL - NIGHT

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

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

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

INT. GARAGE - CHOP SHOP

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

EXT. WOODBURN SCRAP AND METAL - FRONT ENTRANCE

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

DOG-FACE Yeah -- ?

MEMPHIS Randall Raines to see Mr. Calitri ...

INT. WOODBURN SCRAP AND METAL

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

A WORKSHOP

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

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

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

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

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

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

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

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

MEMPHIS How ya doing?

ATLEY JACKSON Good to see you, Memphis --

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

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

CALITRI Yes ... Kip ...

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

CALITRI Excuse me one moment, Randall ...

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

INT. GARAGE - THE MEXICAN MAN

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

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

THIEF Please ...

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

CALITRI Stupid sonuvabitch...

INT. CALITRI'S WORKSHOP

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

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

MEMPHIS Jesus ...

ATLEY JACKSON The business has changed...

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

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

MEMPHIS I don't want him hurt...

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

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

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

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

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

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

Calitri blinks. Smiles. Nods...

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

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

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

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

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

Memphis eyes him...

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

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

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

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

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

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

MEMPHIS They gave you only four days?

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

Memphis scans the list ...

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

Now Memphis looks up...

MEMPHIS I'm not interested --

CALITRI I knew you'd say that.

MEMPHIS I'm just here about my brother.

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

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

MEMPHIS Sound it out for me.

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

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

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

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

Memphis waits, knowing where this is going --

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

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

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

And they come over --

DIGGER Evenin', Mr. C. --

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

DIGGER Hi, Randall --

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

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

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

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

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

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

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

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

EXT. HELEN RAINES' HOUSE - ESTABLISHING - NIGHT

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

INT. HELEN RAINES' HOUSE

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

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

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

EXT. RAINES' HOUSE - NIGHT

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

DETECTIVE CASTLEBECK I know you.

MEMPHIS You know my back.

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

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

MEMPHIS The other day....

DETECTIVE DRYCOFF What for?

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

DETECTIVE DRYCOFF Where you been, anyway?

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

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

MEMPHIS Not at all ...

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

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

MEMPHIS A little family emergency --

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

MEMPHIS No...

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

MEMPHIS Kip.

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

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

MEMPHIS And this has what to do with me?

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

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

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

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

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

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

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

TOBY You goin' home?

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

TOBY Sure -

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

TOBY Hell, no. I boosted a 'Vette.

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

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

KIP Damn crooks is everywhere --

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

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

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

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

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

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

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

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

GOON Shaddup, Raines

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

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

GOON Get him in the car

EXT. WOODBURN SCRAP AND METAL - NIGHT

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

CALITRI Hello, Kip --

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

KIP Lemme out of this --

CALITRI Were it only that easy --

KIP We can still do it --

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

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

INT. CALITRI'S WOODSHOP

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

EXT. SCRAPYARD - NIGHT

Kip continues to struggle free...

KIP Listen, Calitri --

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

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

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

KIP (cont'd) Calitri -- !

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

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

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

INT. HELEN RAINES' HOUSE - KITCHEN

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

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

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

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

MEMPHIS Kip -- ?

KIP Yeah ...

MEMPHIS You all right -- ?

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

MEMPHIS Just hold-on there --

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

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

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

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

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

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

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

INT. KIP'S GUEST HOUSE - LATER - NIGHT

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

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

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

MEMPHIS You okay -- ?

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

MEMPHIS Sure --

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

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

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

MEMPHIS You sure you're okay -- ?

KIP Yeah, man. Where is your beer?

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

KIP Cool. So you're living up North?

MEMPHIS Yeah -

KIP I heard you were pumping gas -

MEMPHIS Something like that -

KIP You're kind of cultivating a new look.

MEMPHIS Yeah --

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

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

KIP Nah. It's a scratch.

MEMPHIS Okay --

Beat ...

KIP Hey, you want something to eat ?

MEMPHIS What do you got ... ?

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

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

And he brings over a bowl of olives.

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

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

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

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

MEMPHIS So what are you gonna do?

KIP About what?

MEMPHIS "About what?"

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

MEMPHIS I can see that -

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

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

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

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

KIP (cont'd) What -- ?

MEMPHIS What happened to you?

KIP What?

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

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

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

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

KIP Hey, now -

MEMPHIS He's gonna kill you -- !

KIP I can handle it --

MEMPHIS You can handle it?

KIP I can handle it --

MEMPHIS You can handle it?

KIP I can handle it --

MEMPHIS You?

KIP Me.

MEMPHIS You?

KIP Me...

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

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

And he turns back to Kip ...

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

MEMPHIS You don't think so, huh?

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

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

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

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

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

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

ATLEY JACKSON Nicolo, how's the yellowtail today?

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

FISHERMAN Very nice, Atley. Very nice ...

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

MEMPHIS What's with the fish thing -- ?

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

MEMPHIS Fish.

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

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

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

MEMPHIS You have a Hollandaise sauce ?

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

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

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

They walk...

MEMPHIS I think about that night a lot...

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

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

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

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

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

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

Atley looks at him...

ATLEY JACKSON Yeah -- ?

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

Atley nods...

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

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

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

EXT. OTTO'S AUTO - NIGHT

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

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

All under the watchful eye of...

OTTO HALLIWELL

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

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

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

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

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

Memphis wanders in...

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

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

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

OTTO You remember Junie?

MEMPHIS Of course. Hi, Junie --

JUNIE Hello, Memphis -

MEMPHIS What happened here -- ?

OTTO Whatever do you mean?

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

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

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

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

MEMPHIS You, too, Otto

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

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

MEMPHIS He's gotten involved --

Otto looks up frustrated... To Junie

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

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

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

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

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

MEMPHIS You think it can be done?

OTTO Are you considering a comeback tour?

MEMPHIS Tell me...

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

MEMPHIS The hard part ...

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

MEMPHIS Is he still working here ?

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

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

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

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

MEMPHIS And the moral of that story is -- ?

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

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

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

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

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

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

INT. DODGE - MOVING - CITY STREETS - DAY

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

DONNY ASTRICKY Pull over! Pull her the hell over!

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

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

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

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

JENNY I'm sorry.

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

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

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

EXT. PLEASURE CRUISE DRIVING SCHOOL - DAY

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

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

MEMPHIS How you doing, man?

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

MEMPHIS You know where the others are?

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

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

His pause is meaningful ...

MEMPHIS Forget that ...

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

INT. OTTO'S AUTO - NIGHT

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

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

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

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

Otto enters. Giggles...

OTTO Some crew you got ...

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

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

OTTO Dignity...

DONNY ASTRICKY Yeah...

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

Beat ... Donny examines the list ...

DONNY ASTRICKY Wow! They got Eleanor here -- ?

MEMPHIS I know. Weird, huh -- ?

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

WORKER Otto, there's someone here to --

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

DONNY ASTRICKY Lookit Kip. All grown up...

KIP Hey, Donny --

MEMPHIS What are you doing here?

KIP Otto called -

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

OTTO You need him...

MEMPHIS No we don't -

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

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

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

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

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

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

MEMPHIS You hear me?

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

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

DONNY ASTRICKY You guys have any skills at all?

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

MEMPHIS How old are you now, Toby?

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

Memphis shakes his head... Sighs ...

DONNY ASTRICKY (re: Freb) What about him?

KIP Freb can order pizzas like nobody's		business

Freb starts to Protest ... Shrugs ...

FREB People gotta eat ...

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

MEMPHIS Okay, then... Otto?

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

TUMBLER One night? Are you nuts?

MEMPHIS You got maybe a better plan?

Tumbler looks to Kip...

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

MEMPHIS "Shadow games?"

KIP Shadow games ...

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

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

MEMPHIS (cont'd)		Go on, Otto -

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

DONNY ASTRICKY There's no one left ...

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

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

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

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

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

INT. "THE NAUTICAL MILE" SALOON - NIGHT

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

DRUNK One more, girl -

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

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

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

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

DRUNK Listen, you little cooze--

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

EXT. "THE NAUTICAL MILE" - NIGHT

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

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

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

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

SWAY What are you doing here?

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

INT. "THE NAUTICAL MILE"

They head toward the bar...

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

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

SWAY You look like you lost your sheep ...

And she hops back behind the bar ...

MEMPHIS You still wrenching at Bacchiochi's?

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

MEMPHIS Buy you a drink?

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

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

SWAY (cont'd) Mitch.

MEMPHIS "Mitch?"

SWAY Mitch.

MEMPHIS So I was replaced by Mitch?

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

She smiles sourly at him...

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

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

MEMPHIS (cont'd)		You look great --

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

ANGLE - MITCH. Watching them talk ...

SWAY (cont'd)		You should leave --

MEMPHIS On account of Mitch?

SWAY On account of me.

He studies her... Then:

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

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

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

SWAY A distinction worth noting ...

MEMPHIS And here I am...

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

MEMPHIS Kip's in trouble

And now she looks concerned

SWAY What kind of trouble -- ?

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

SWAY And you got some Italians -- ?

MEMPHIS Six or seven...

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

MEMPHIS I understand -

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

MITCH Another round, Sara -

SWAY Sure, Mitch -

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

MITCH How you doing, pal?

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

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

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

And Mitch leans over to him, conspiratorially ...

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

And Memphis turns to him...

MEMPHIS Really?

MITCH Really...

MEMPHIS What's it look like?

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

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

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

SWAY What the hell are you doing -- ?

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

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

MITCH Who was that guy, Sara?

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

SWAY Good question ...

INT. OTTO'S AUTO - LATER - NIGHT

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

TUMBLER Freb's here. Open the gate.

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

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

FREB How do I look in this one?

MIRROR MAN Like a goofy white boy in a Cadillac.

DONNY ASTRICKY How'd it go?

FREB Keys were in it ...

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

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

FREB Shaddup, man ...

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

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

KIP This is loaded with crap - get a duffel.

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

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

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

DONNY ASTRICKY Lemme see that -

He pierces the skin.. Tastes ...

DONNY ASTRICKY (cont'd) Heroin.

KIP No shit?

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

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

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

MEMPHIS Where'd you pick her up?

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

MEMPHIS Well, take it back --

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

MEMPHIS Take it back, Freb --

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

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

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

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

OTTO Who is it -- ?

DETECTIVE CASTLEBECK (O.S.) Castlebeck.

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

OTTO one minute -- !

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

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

For the gate is opened. Detective Castlebeck ambles in.

DETECTIVE CASTLEBECK I know you.

MEMPHIS You know my back.

DETECTIVE CASTLEBECK What are you still doing here, Randall?

MEMPHIS Stopped by to see Otto. Say hello.

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

Castlebeck notes the Caddy ...

DETECTIVE CASTLEBECK What's this -- ?

OTTO Cadillac.

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

DETECTIVE CASTLEBECK What's wrong with it -- ?

OTTO Needs brightening ...

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

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

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

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

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

Before they can respond, the radio crackles ...

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

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

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

DETECTIVE CASTLEBECK Something like that -

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

MEMPHIS Let her rip ...

And Castlebeck starts the car...

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

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

OTTO Double-meaning intended, right?

DETECTIVE CASTLEBECK Right ...

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

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

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

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

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

INT. RAINES APARTMENT - NIGHT

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

MEMPHIS Hey -

He kisses her head ...

MEMPHIS (cont'd)		Kip -

Kip nods ... Plays on ...

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

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

MEMPHIS What time of year?

HELEN RAINES Tuesdays ...

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

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

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

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

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

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

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

MEMPHIS (cont'd) Imagine that -- ?

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

MEMPHIS Mother -- !

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

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

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

MEMPHIS You remember that, Kip?

KIP I was six ...

Memphis and Helen look at him... Then:

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

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

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

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

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

HELEN RAINES I know...

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

And she nods ...

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

EXT. INTERNATIONAL TOWERS HIGH RISE CONDOS - DAY

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

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

TOBY They're just cars, man ...

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

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

TOBY Who's "Eleanor?"

MEMPHIS The 167 Mustang Shelby Mustang GT-500.

TOBY Why do you call it "Eleanor?"

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

DONNY ASTRICKY Eleanor is Memphis' "unicorn."

MEMPHIS And there she is --

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

MEMPHIS (cont'd)		Hello, Eleanor --

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

TOBY It looks just like a regular Mustang --

KIP Don't go there, Toby --

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

TOBY So she flies -

MEMPHIS She soars -

DONNY ASTRICKY Grade-A unicorn ...

TOBY What's a "unicorn?"

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

Toby looks blank ...

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

TOBY You guys and the car thing, man --

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

MEMPHIS See you in a few days, Eleanor --

INT. OTTO'S AUTO - BACK ROOM - DAY

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

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

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

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

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

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

MIRROR MAN Knock yourself out --

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

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

MEMPHIS So what's in there -- ?

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

Memphis nods ... Fairly impressed...

KIP Good work, Toby --

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

FREB It just ain't happening --

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

FREB What's that?

Donny smiles ...

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

Donny smiles ... Freb frowns ...

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

FREB I guess ...

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

FREB okay ...

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

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

DONNY ASTRICKY Good.

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

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

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

DONNY ASTRICKY Gender bias ...

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

OTTO I've missed you, Sara Wayland --

SWAY Good to see ya, Otto --

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

KIP How ya doing, Sway -- ?

SWAY Kip...

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

DONNY ASTRICKY What do you think about all this?

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

DONNY ASTRICKY That's my girl --

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

SWAY Hey -

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

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

MEMPHIS Of course ...

She studies him... Nods ...

SWAY Good. Just so we understand...

And then she sees something at the entrance ...

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

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

THE SPHINX

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

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

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

FREB Who's that -- ?

OTTO That's The Sphinx.

FREB The Sphinx?

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

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

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

MIRROR MAN Where we going -- ?

MEMPHIS We're going shopping -- !

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

EXT. LONG BEACH STREETS - DAY

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

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

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

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

MEMPHIS How's it going -- ?

DONNY ASTRICKY It's arright ...

They drive on ... Till --

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

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

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

MEMPHIS Jim Rockford. ROCKFORD FILES.

MIRROR MAN For real?

As the scenes in the vans play out - we should be INTERCUTTING

with SHOTS of CARS ON THE STREET. LICENSE PLATES. Their NOTEBOOKS. As license #s are written down.

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

KIP Peugot convertible ...

DONNY ASTRICKY What color?

KIP Gray.

FREB How you know that?

KIP Remember who my brother is?

INT. OTTO'S AUTO - BACK ROOM

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

INT. REGISTRY OF MOTOR VEHICLES - DAY

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

EXT. JIMMY'S HARBORSIDE RESTAURANT - NIGHT

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

INT. OTTO'S BACK ROOM

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

INT. THE VANS

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

OTTO DUKES OF HAZARD?

MIRROR MAN Fuck that cracker shit --

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

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

MIRROR MAN Three words: Get A Life.

INT. OTTO'S BACK ROOM - DAY

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

INT. REGISTRY - DAY

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

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

WOMAN It'll take me about 15 minutes.

DONNY ASTRICKY I can wait.

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

INT. OTTO'S BACK ROOM - DAY

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

INT. OTTO'S GARAGE - DAY

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

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

EXT. JIMMY'S HARBORSIDE - NIGHT

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

INT. THE VANS - MOVING

Shop and talk, part III ...

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

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

OTTO Yes, but what was on the license plate?

MIRROR MAN The license plate?

TUMBLER I know. "ROBIN 1."

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

FREB Was that his first name?

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

DONNY ASTRICKY Thomas Sullivan Magnum, to be exact.

They look at Donny, impressed...

TUMBLER Robin 1 ...

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

KIP No. That was Higgins ....

DONNY ASTRICKY Jonathan Quayle Higgins ...

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

INT. OTTO'S_-AUT0 - DAY

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

INT. MIDNIGHT AUTO - NIGHT

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

EXT. JIMMY'S HARBORSIDE - MIRROR MAN

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

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

EXT. OTTO'S SALVAGE - NIGHT

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

INT. MIDNIGHT LOCKSMITH - NIGHT

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

EXT. JIMMY'S HARBORSIDE - NIGHT

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

INT. OTTO'S

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

INT. REGISTRY OF MOTOR VEHICLES - DAY

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

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

He pays her ... Big smile ...

INT. THE VANS - MOVING

One more time ...

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

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

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

SWAY I don't know that

KIP Stumped -- !

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

But Sway grins

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

OTTO Here's where it gets tricky ...

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

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

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

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

DONNY ASTRICKY I think so too --

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

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

INT. OTTO'S AUTO - BACK ROOM

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

INT. FREB'S HOUSE - NIGHT

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

INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

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

MEMPHIS Hello -- ?

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

SWAY Hey.

MEMPHIS What's wrong with her -- ?

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

And she goes to the sink...

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

MEMPHIS Annie -- ?

SWAY You haven't been studying --

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

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

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

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

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

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

As she speaks we CUT TO:

EXT. 1443 LOCKLIN - RANCHO PALOS VERDES - DAY

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

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

INTO THE SPARTAN LIVING ROOM...

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

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

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

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

INT. BACCHIOCHI'S FOREIGN MOTORS

Sway looks at Memphis ...

SWAY She's trouble --

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

She nods ... Long look ...

SWAY I go with you --

MEMPHIS That what you want?

SWAY That's what I want ...

MEMPHIS Okay.

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

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

SWAY You mentioned that in your letters

MEMPHIS I always thought you'd follow me up.

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

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

MEMPHIS Very good...

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

MEMPHIS No way ...

SWAY No ... ?

MEMPHIS No ...

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

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

MEMPHIS Oh. Okay. Right.

EXT. BACCHIOCHI'S FOREIGN MOTORS - DAY

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

MEMPHIS I'm on the move -

DETECTIVE CASTLEBECK Your girl works in there ...

MEMPHIS Not my girl anymore

DETECTIVE CASTLEBECK Yet your still here ... I gave you 24 hours, 24 hours ago ...

MEMPHIS What do you want from me?

DETECTIVE CASTLEBECK Honestly? I want to - once every few months - get into my car. Pack a lunch. And drive on up to Chino. On visiting day. Bring you some magazines. Maybe some almond clusters. And see you all bright and shiny in your orange jumpsuit. That's what I want ...

And with that, he starts his car ... Drives off... Memphis gazing after him...

INT. VAN - MOVING - NIGHT

Memphis drives. Kip beside him. They drive in silence. At last coming to:

EXT. TEN-TON TRANSFER COMPANY - FRONT GATES

A huge trucking company warehouse. Kip gets out. Bolt-cuts the chain-fence out front.

And Memphis drives on in, passing the long rows of gargantuan CAR CARRIERS here. He picks one ...

MEMPHIS This one ...

He slim-jims the door ... But the ALARM goes off ... A wild whooping alarm ... Deafening... Try as he might, he can't get it off. He pops the trunk. Looks for wires ... Nothing.

Then, at once, it goes off. Memphis turns. Kip is there. He holds a little DEVICE.

MEMPHIS (cont'd) What's that thing -- ?

KIP Reads the infrared. Then kills it. Little something the R & D department came up with ...

MEMPHIS How long were you gonna let me try and stop it...?

KIP After a while, it became a little pathetic ... Figured I'd put you out of your misery ...

MEMPHIS Thank-you ...

KIP De nada ...

He gets behind the wheel. Pops the ignition. The truck's flipping stack belches. Memphis climbs in next to him.

MEMPHIS Ain't we good-timing here ... ?

KIP The family that steals together, deals together...

MEMPHIS Dad'd be proud --

KIP Maybe not. But Dad was from another era...

MEMPHIS What era was that -- ?

KIP The era when crime didn't pay --

MEMPHIS As opposed to now, Kid Car Crusher?

KIP Price of doing business...

MEMPHIS What about just getting a job, 9 to 5, five days a week, that whole mystery achievement -- ?

KIP It's for assholes. The Legal Buck blows, Memphis. You know that. Doing this, we		make mad bank, my boys are down, the girlies come around and the boosts are a breeze. Yeah, sure, you're gonna get jacked-up every now and then - but ain't		that a small price to pay for never, never-ever, having to say "paper or		plastic?"

And he grins and puts the truck into gear. And off they go

INT. OTTO'S AUTO - GARAGE - NIGHT

The Replacements chime in with "Someone Take The Wheel." Memphis and the crew ... All but Sway are present.

Tumbler and Mirror Man follow Memphis to one side of the shop ... To a window ... He gestures outside to where we see and UNMARKED CAR and the orange glow of two cigarettes ... Staking them out ...

MEMPHIS We've got to shake them tomorrow night. I'm making that your problem. That's called delegation of duties. You like it -- ?

Mirror Man and Tumbler regard the cops ...

MIRROR MAN Sure, man --

And they follow him back into the garage ...

MEMPHIS Okay. Tomorrow night it's on. Each team has been assigned their ladies. The teams are: me and Sway. Donny and Freb. Kip and Tumbler. Mirror Man, you and The Sphinx ...

Mirror Man looks horrified ...

MIRROR MAN Aw, c'mon, man ...

The Sphinx grins at him...

TOBY What about me?

MEMPHIS You'll be at the docks ... Keeping Otto abreast of our progress ...

TOBY How come ... ?

MEMPHIS Because you should be home with Nintendo, listening to The Spice Girls, little man ...

TOBY Come on. Kip, talk to the guy

KIP There's no talkin' to him --

And Otto and Junie come out with two bottles of champagne and some paper cups ...

OTTO (cup raised) To a safe and successful session of bumping fenders and trading paint.

Everyone toasts ... Drinks ... Donny goes to the tape deck... Hits PLAY ... And "Little Deuce Coupe" by The Beach Boys BLASTS. ("Little Deuce Coupe/You don't know what I got...")

And all of our guys dance to it ... Singing along ... Otto dances with Junie; Tumbler with Toby; even The Sphinx lipsyncs the falsetto parts ...

BEACH BOYS "Well, I'm not braggin,' babe So don't put		me down But I got the fastest set of wheels		in town, etc."

Yes, it's the requisite rock-to-an-oldie bit ... But God, it's	fun. As they exorcise some pre-boost jitters. Only Kip stands aside from the frolic ... We watch them dance and laugh and sing for a bit ...

And then Atley Jackson is there. And behind him, another Calitri GOON... And, finally, Calitri himself stands there. Someone kills the music. They all look at him... Donny and The Sphinx nod to Atley ...

CALITRI This is how you're spending my time? Having a sock hop?

MEMPHIS Everyone know Ray Calitri? Pillar of the community ...

CALITRI Look at this. A multi-generational gathering of scumbags ...

OTTO So saith the God of Scumbags --

CALITRI Hello, Otto. My boys at the dock report no cars have yet to be delivered. And there's only one more night ...

OTTO Getting nervous, Ray? What happens to you, I wonder, if delivery isn't made?

Calitri ignores him... Looks at Kip ...

CALITRI With all the free time I've had not counting cars as they're loaded onto my ship, I've managed to sand the cedar inside your box, Kip. This will protect you from the anaerobic bacteria, that normally thrives in an airless; environment. Thus prolonging decay ...

He smiles ... And Kip actually makes a run for him... Only to be held back by Tumbler and Donny ...

MEMPHIS Get out of here, Ray --

CALITRI One more night --

MEMPHIS Get out --

CALITRI I hope you know what you're doing. God help you if you don't ...

And with that, he leaves, his goons following. Leaving our

crew to stare after him ... And then we FADE TO BLACK...

As a SUPER on-screen reads PART III: SWITCHIN'-TO-GLIDE

INT. HELEN RAINES' HOUSE - GARAGE - DAY

As Memphis goes through some old boxes. At last, he finds what he's looking for ... Opens it ... He takes out its contents ... His tools, which we remember from the opening ... And then... CLOTHING ...

EXT. OTTO'S - DAY

Drycoff and Hawkings wait in their unmarked ...

DRYCOFF Oh, this is a good time --

He lights another cigarette ... The ashtray is overflowing.

HAWKINGS How much can one man smoke?

DRYCOFF It's a crime, ain't it? Cos Castlebeck's got a bug up his ass over this guy, I gotta get lung cancer ...

INT. OTTO'S

Mirror Man and Tumbler are at the window Memphis brought them to last night ... Mirror Man has a RADIO TRANSMITTER in his hand... Donny comes by ...

DONNY What are you doing?

TUMBLER Watch and learn, old-timer --

As Mirror Man points the antennae out the window ... A TOY CAR - a	1970 HEMI 'CUDA replica ... Radio-operated, the car speeds along the curb outside, using parked cars as cover... She really cooks...

DONNY The hell are you doing?

MIRROR MAN Delivering ordnance. Y2K-style.

ANGLE - THE 'CUDA. As it cruises along. Is stopped by a discarded 40 oz. empty... But Mirror Man maneuvers and its back on track ... At last, parking jammed up to the front, right tire of DRYCOFF AND HAWKINGS' UNMARKED.

TUMBLER The Hemi Has Landed --

DONNY Big deal. Now what?

MIRROR MAN What we call: fun and shit.

And he hits a button on his radio control ... ANGLE - the model 'Cuda. Wedged in front of the tire. As a quartet of thin steel, razor-tipped SPIKES thrust out from the Shaker hood ... A fraction away from the tire's skin ... Mirror Man and Tumbler appear satisfied ...

TUMBLER We can go now --

INT. JUDGE CROFT'S GLASS HOUSE - DAY

The one with the Roadster in the living room... The phone RINGS. The answering machine picks up ... Beeep!

VOICE (O.S.) Yes, this is a message for Mr. Seymour Croft, of 1443 Locklin ... This is the Department of Water and Power and we're		going to be doing some work in your area tonight ... If you'd please call us at 555-1877, so we could discuss the...

INT. OTTO'S - DAY

Freb on this end... He hangs up ...

INT. DISTRICT COURT - DAY

Judge Croft picking up his messages ... Writes down the number ... Dials ...

INT. CROFT GLASS HOUSE - DAY

In the van. Kip and Toby... Toby's got his lap-top out ... And they've re-routed the lines into it ... The phone rings ... Kip answers ...

TOBY Department of Water and Power. Could you hold please ...

And before the Judge can respond, they've clicked him on hold... And they make him wait ... And wait ... Just like the real D.W.P. does ... They high-five...

TOBY (cont'd) Where should we put him?

KIP He's a Judge. He'll only bite for something pimpy -

At last, Toby answers ...

TOBY D.W.P. Thanks for holding. How can I help you?

JUDGE CROFT I got a message. I live at 1443 Locklin.

TOBY Yes. can you hold, sir -- ?

JUDGE CROFT NO! No, I can't! I'm a busy man.

Kip can hear his anger ... Whispers:

KIP Oooh, she's chafed --

TOBY okay, sir. Let me just get the-order. Yes. We'll be doing some work out your way. We've got a power leak. And it's unsafe. We're moving residences to the... Marriott Long Beach ... Just for the night ...

JUDGE CROFT Oh, for God's sake

TOBY I know, sir ...

And Kip pantomimes eating. Toby, at first puzzled, gets it.

TOBY (cont'd)		For the inconvenience we're also offering a free breakfast brunch --

JUDGE CROFT Breakfast brunch -- ?

TOBY Yes, sir -

Pause ... They've got him... Thumbs-up ...

JUDGE CROFT Okay, then ... I just go to the Marriott and I'm set ...

TOBY You've been pre-booked...

And the Judge hangs up ...

TOBY (cont'd) Goodbye to you, too, assface ...

EXT. OTTO'S - LATER - DAY

They all wait, anxious ... Dressed for their night ... And then Memphis enters ... Hoots and hollers ...

He's dressed in the old duds. Black turtleneck. Black boots. Black pants. Long, black, leather duster. Way too cool for school. Memphis Raines returns...

DONNY ASTRICKY I miss Orville Redenbacher already --

MEMPHIS Okay, okay. The important thing to remember, is to Think Slow. Take your time. It may not seem like it, but the night is long. Long enough. Just think slow and think smart...

EXT. OTTO'S - DUSK

As the crew get into the van... And drive-off ...

INT. DRYCOFF'S UNMARKED

Drycoff starts her up...

DRYCOFF Let's see what these bastards are up to --

And' he puts her in gear ... And KA-POW! The front tire EXPLODES ... Shredded to rim...

DRYCOFF (cont'd)		What the fu--

He gets out of the car, goes to the front ... In time to see the little 'Cuda race off down the street after the crew...

DRYCOFF (cont'd) Those little pricks -- !

ANGLE -- MIRROR MAN. In the back of the van, With his transmitter. Giggling wildly as the 'Cuda zooms after him.

EXT. LONG BEACH HARBOR - NIGHT

The massive seaport, a series of wharves. Commercial SCOWS and TUGS beast the black water. We should note the enormous 23,000- ton, 627-foot CONTAINER SHIP, swaying in the harbor. And the giant shoreside GANTRY CRANE alongside it ...

INT. WAREHOUSE

An expansive warehouse surrounded by chain-link fence ... Enormous SHIPPING CONTAINERS are here, in which the stolen cars will be stored. And cartons and cartons of motor oil.

A massive FRONT-END-LOADER will transport each container to the gantry crane, which will lower it onto the cells in the container ships' hold...

Each team is ready ... Each has a briefcase containing the tools of the trade ... Memphis talks into a two-way RADIO ...

MEMPHIS How we doing, O -- ?

INT. OTTO'S

Otto stands before The Big Board - with all the ladies' names on it ... On the two-way ...

OTTO Ready to start erasing. Good luck, kiddies --

INT. WAREHOUSE

Memphis clicks off ... They climb into 4 Ford Escorts ...

MEMPHIS Okay. All our ladies should be home now, tucked in bed. Let's keep chilly. Think Slow. Any questions?

TOBY You sure I can't go with ya?

Memphis' ice-water glance is answer enough ...

MEMPHIS Only use the phones when absolutely necessary... Otto's default HQ ... Let's go get 'em...

QUICK SHOTS -

Of the four cars, as each team slaps a tape in their deck: 1) Kip and Tumbler. The tape is Tupac. They bang fists.	2) Donny Astricky and Freb ... Donny's playing Miles Davis. 3) Memphis and Sway ... And Bruce ...

MEMPHIS Ready -- ?

SWAY Oh, yeah.

4) Mirror Man and The Sphinx... The Sphinx puts on GLASSES with	attached FAKE NOSE, to cover his gnarled one ...

MIRROR MAN You should consider always wearing that, boy...

And he slides his tape into the deck... And, as The Gap Band's	"Burn Rubber On Me" cranks on the track -

Our team goes out... Into the night ... Toby watching after them... Because they're off ...

EXT. DESERTED PARKING LOT - NIGHT

Tumbler and Kip park the massive CAR CARRIER here ... Kip is behind him in the Escort... Tumbler gets into the Escort and Kip drives off ...

EXT. LONG BEACH STREET - NIGHT

Memphis and Sway in the van ... Searching ... He pulls to a stop ... For a Mazda Rx-7 is parked on this quiet, residential ...

Sway gets out ... Eyeballs it ... Comes back...

SWAY No whistles, but a Club You bring a hack -- ?

MEMPHIS No. Open her ...

He parks ... Opens the back of the van ... Sway pulls the Mazda window ... Gets in ... Ignition-Gizmos her ... The motor now running ... Waits ... Memphis gets in next to her... He has a	STEERING WHEEL with him.

SWAY What the hell's that -- ?

MEMPHIS A little trick I picked up at the Car Thief Retirement Home ...

He uses his screwdriver to REMOVE four rivets on the Mazda's	Clubbed steering column ... In seconds, the CLUBBED STEERING WHEEL IS REMOVED, Club still on it. Memphis pops in the steering wheel he brought, jerry-bangs the rivets ...

MEMPHIS (cont'd)		Let's cruise --

And they do ... Sway rolls down her window ... Tosses something as	they drive off -

ANGLE - THE OLD STEERING WHEEL. "Club" firmly affixed to it. On the ground, in the Mazda's old parking place...

EXT. LONG BEACH STREETS - TUMBLER AND KIP

as they systematize the cars they're responsible for... Tumbler drops Kip off by a Porsche ... We recognize it as one of the cars Mirror Man cut a key for in the valet scam. Kip selects the key from a series of them hooked into his briefcase. He gets out. Keys the car. He's in. He's off ...

TUMBLER - meanwhile, has driven to a Volvo C70... He, too, has the key ... He's in ... He's off ...

EXT. THE CAR CARRIER - PARKING LOT

Kip drives the Porsche onto it, Tumbler enters the lot in the Volvo. QUICK DISSOLVES as they fill it up... Two Honda Accords, another Volvo, a Toyota 4-runner, etc.

EXT. COMMERCIAL WAREHOUSE - SAN PEDRO - NIGHT

All is silent. Chainlink fence topped with swirls of lethal-looking barbed wire. Mirror Man and The Sphinx are here.

Mirror Man goes to the main entry fence doors ... He boltcuts the chain ... The doors slide open ... They're in ...

EXT. LONG BEACH STREET - NIGHT

A Porsche 911 Cabriolet is parked...

Donny and Freb look at it ...

FREB Diane 1.

DONNY ASTRICKY Very good. Think you can get in without waking her up -- ?

FREB Yeah.

DONNY ASTRICKY That's an after-market alarm. Can't just cut her wires ...

He pops his briefcase ... Takes out some gear ... Gets out ... Moves for Diane 1 ...

INT. RAINES APARTMENT - NIGHT

Helen Raines is rooting through a crowded closet. At last she finds what she's looking for ... A small black boxy DEVICE. She goes to the living room. Plugs in the box ...

It is a POLICE SCANNER... And it immediately starts to pop and caw ... Helen sits down ... And listens... Her face clenched with worry ...

EXT. SAN PEDRO WAREHOUSE - NIGHT

Mirror Man works the thick steel door ... He's got a sledge and center punch... He knocks the knob off with the sledge and then goes to work with an ELECTRIC DRILL ...

MIRROR MAN This is some state-of-the-art shit, kid. The drill breaks the sockets, which force back the spindle and release the lock ...only it doesn't seem to be working... And The Sphinx is getting impatient ...

EXT. HARBOR WAREHOUSE - NIGHT

Tumbler and Kip pull in with their car carrier ... Full... They start to unload it ...

INT. OTTO'S

As Otto SWIPES NAMES FROM THE BOARD...

INT. MEMPHIS' VAN - MOVING

Memphis and Sway... They ride in silence ... She busies herself by looking through the consul. Comes up with a tube of LIPSTICK. Uses the visor mirror to apply it.

MEMPHIS Gosh, no. Lipstick? What next? Mascara, blush, floral-print dresses?

SWAY Deodorant.

And she looks at him... She's really laid the lipstick on thick ... But it's oddly effective ...

MEMPHIS Wow. Bozo, the very sexy clown --

Beat. She looks out the window, throws the following away.

SWAY So, you seeing anybody?

MEMPHIS No. I had a girl. She was great. The problem is: great girls come along once every ten years. So I gotta wait another three years before I can even bother to look...

SWAY She was so great, why'd you leave her?

MEMPHIS Her parole officer strongly recommended it ...

She looks at him... But he's stopped the car... For Kip and Tumbler are waiting at the side of the street. They get in.

EXT. LONG BEACH STREET - NIGHT

Freb dead-shorts the alarm system, grounding it out on the car's	own metal surface, just like they taught him... He's in the Porsche ... It's just that he can't figure out how to get her started ... The passenger door opens ... Donny...

DONNY ASTRICKY What's the matter?

FREB It's all microchips and shit ...

DONNY ASTRICKY Yeah?

He holds up a screwdriver. Jams it in the steering column.

DONNY ASTRICKY (cont'd)		I don't care what kind of car it is. How fancy; how expensive; how new. You pop the collar - it's 1966 all over again ... !

He pops the collar - exposing an ordinary ignition system.

FREB Cool ...

INT. MEMPHIS' VAN - MOVING - NIGHT

Memphis drives ... Sway, Kip, Tumbler with him...

KIP So we loaded all of the keyed cars up and dropped 'em ... It was cake ... 8 cars, ba-da-bing ...

Memphis looks at him in the rear-view ...

MEMPHIS Having fun, Kip?

KIP Hell, yeah... It's a beautiful business ... (realizes his gaffe) I mean, no, man, it's hard, it's scary, it sucks ...

Memphis looks at Sway, shakes his head... Kills the lights ... And they pull in to

EXT. SAN PEDRO WAREHOUSE - NIGHT

Where Mirror Man is still struggling with the lock, his drills and punches, scattered about ...

MIRROR MAN Just give me another --

only The Sphinx shoves him aside ... Pulls the GUN from his holster and BLANG! blasts open the lock...

Mirror Man stares at the opened door ...

MIRROR MAN Oh, I get it: old school.

And Memphis and the others drive up ...

MEMPHIS How's it going?

MIRROR MAN It's going fine. The Quiet Riot and me are swapping trade secrets ...

And in they go --

INT. WAREHOUSE

Dark as pitch. Flashlights come on. To reveal

ROW UPON ROW OF GLEAMING FERRARIS

Old and new models. Daytonas and Boxers and Dinos and Testarossas. There must be at least fifty of them here.

Flashlight beams dance over car after car. It's a treasure chest of automotive jewels ... All of our heroes are in awe. And then a	soft whimpering. They turn. To see Sway, overcome with emotion.

SWAY It's just... so... beautiful ...

And it is Kip that puts an arm around her ... She sobs into his chest ... Never taking her eyes from the array of Italian grace ... Indeed, they are all in something of trance. Memphis is the first one out --

MEMPHIS C'mon, gang. Let's focus. Sway, can you prep 'em -- ?

SWAY I think so... They're just... So ...

MEMPHIS I know. But let's prep 'em. We could stay here all night... That wouldn't		be good --

The others are still gazing ...

MEMPHIS (cont'd)		Let's go, people --

And they set to work...

EXT. NIGHT CLUB PARKING LOT - NIGHT

Donny Astricky and Freb have accessed a '61 Jag... Watch as Donny takes out 3 screws in the Jag's ignition and removes the whole thing ...

DONNY ASTRICKY So? Tell me: how come they call you "Freb" anyways -- ?

FREB C'mon, man ...

DONNY ASTRICKY We're partners here --

Freb considers ... Then, reluctantly --

FREB My names "Fred." You know: Frederick? One drunk night, I decided to give myself a tattoo. Hot needle it. I used a mirror to guide me ...

And he pulls up his sleeve - to show the blue "FREB" tattooed there ...

FREB (cont'd)		The mirror messed me up with the "b" and the "d"... Everything's reversed, you know? Now, I'm "Freb."

Donny chooses from a selection of IGNITIONS he's brought along. Finds the right one ... Installs it ... Tightens the 3 screws ... Starts the car with his own key ...

DONNY ASTRICKY Glad to know you, "Freberick." Let's		roll -

And off they go ...

INT. SAN PEDRO WAREHOUSE

Sway sets to prepping the cars ... The others wait nearby. Memphis walks over to where Kip sits ...

MEMPHIS You okay -- ?

KIP I'm cool.

Memphis looks at his watch...

KIP (cont'd) We gonna make it?

MEMPHIS Too early to tell. Nervous?

KIP Nah.

MEMPHIS That's strange. I'm nervous. Donny's nervous. Everyone's nervous. But not you...

KIP I dunno. Whatever will be will be...

MEMPHIS That's a good attitude, Kip. For everything but stealing cars ...

Before Kip can respond, the signature throaty ROAR of Ferrari fills the room, as Sway's got one started --

MEMPHIS (cont'd)		Showtime --

INT. SAN PEDRO WAREHOUSE - QUICK CUTS

as Sway gets the Ferraris started, her skill readily apparent ... And each man - Kip, Tumbler, Mirror Man, The Sphinx - climb behind the wheel and ROAR OFF...

INT. HARBOR WAREHOUSE

Toby watches as the Ferraris are driven in. He radios Otto.

INT. OTTO'S - THE BIG BOARD

as the four corresponding names are ERASED...

EXT. TOWNHOUSE - NEWPORT BEACH - A MASERATI BOOMERANG

glowing silver; cool wedge shape, 15-degree angled windscreen; the definition of sleek. Memphis and Sway, in the van, roll up to the Maserati.

MEMPHIS Hello, Tracy...

Except that a MAN comes out of the house ... Mid-20s, silk shirt, long, leather Prada coat ... Persian'dude ...

MEMPHIS (cont'd) Shit.

The man climbs into the Maserati. Memphis follows...

EXT. HARBOR TOWERS - CONDO COMPLEX - ROOFTOP LOT

Lots of high-end cars. Mirror Man and The Sphinx search the rows ... At last coming to -

MIRROR MAN Gina -- !

The 188 Lamborghini Countach... They move for it... Stop ...

MIRROR MAN (cont'd)		Check it --

He gettures to the LICENSE PLATE. It reads "SNAKE"...

MIRROR MAN (cont'd) Oooh. "Snake." Tough guy. "Snake." Homeboy wants you to call him: Snaake-!

They crack up ... Size her ...

MIRROR MAN (cont'd) No whistles ... That's weird...

He shrugs ... They slim-jim her "beetle-wing" articulated door ... Climb in ... The Sphinx starts her up ... Mirror Ma gets in beside him... The seats are sooo low ...

MIRROR MAN (cont'd) This shit's on point. Check it: 200.

He gestures to the speedometer ... Calibrated to 200 MPH..

MIRROR MAN (cont'd) Halfway there, we switch. I drive.

The Sphinx shrugs ... And they head out ...

MIRROR MAN (O.S.) Say goodbye to your ride, Snake...

EXT. BACK BAY STREET - NIGHT

Memphis and Sway have followed the Maserati to another building... Idles ... Smokey Robinson's "Cruisin'" croons.

MEMPHIS What's this guy up to -- ?

After a beat, a WOMAN comes out ... She gets into the car.

SWAY It's 1:30 on a Tuesday. Is that any time to pick a girl up for a date?

The Maserati's lights go off... He's parked...

SWAY (cont'd) What, are they gonna mack -- ?

Yeah. The couple start kissing. Memphis checks his watch

SWAY (cont'd) Maybe she's got a roommate...

Beat ... They watch the couple in the Maserati for a beat.

INT. OTTO'S

Junie, Otto's gal, on the telephone...

JUNIE ... that's right. They'll be in the lobby of the Riviera Building. 2206		Beacon Street. Palos Verdes ...

And we go to --

EXT. RIVIERA BUILDING - PALOS VERDES

And see a LINCOLN LIMOUSINE pull up outside this posh apartment building... The DRIVER gets out ... Heads to the lobby ... We see Kip and Tumbler step out from the shadows across the street ... climb into the limo... Drive off ...

INT. LAMBORGHINI COUNTACH - MOVING - NIGHT

The Sphinx drives ... Mirror Man pops in his tape ... Albert King's "Drivin' Wheel."

MIRROR MAN That's what I'm talkin' about -- !

He boogies down. The Sphinx is bewitched, awed by the car's	magnificent power. But then Mirror Man SCREAMS -- ! With pure terror. For, at his feet, wrapped around his legs, is

A BOA CONSTRICTOR - some 8-feet long... A mass of heavilykeeled scales shimmering on coiled muscle ... Mirror Man screams on and on...

The Sphinx swerves wildly... Racing through a red light. Barely missing an on-coming BUS ... Passing a pair of COPS coming out of a 7-11. They hop into their unit. Give chase.

EXT. NEWPORT BEACH - THE MASERATI

The Persian man and his date ... Mackin' hard... Behind them Memphis and Sway wait in the Mazda. Memphis is on the cell

MEMPHIS ... okay, check with you soon ...

He hangs up ...

MEMPHIS (cont'd)		Otto says 22 ladies have reported for work...

Sway nods ... The Maserati's windows are fully-steamed...

MEMPHIS (cont'd)		Man, they're going at it

SWAY They're in love ...

Long beat ... He looks at her ...

MEMPHIS What about you?

She looks at him... Shrugs...

SWAY You remember my Gramma? Yeah. I was thinking. If she were alive. And she asked me. If she came down, right now. Asked me. "What do you do, Sara?		What's your life?" Innocently. Nonjudgemental. I think it would break her heart if I said I was a thief. I steal cars, Gramma. And even though, hey, I learned it all from her son. My Uncle Eddie. Who taught me the basics. Which you refined. (You remember Randall,		Gramma? You thought he was neat. Well,		he refined the basics ... ). I don't think that's what she hoped for me...

She looks at him ...

SWAY (cont'd) But ... That said... Car thieves are my weakness ... It's all so terribly Loretta Lynn or something, I know... But ... I don't wanna be a thief anymore ... I don't wanna love a thief anymore ... I want to wear a dress maybe once in a while... Maybe have a kid... Watch a lot of Audrey Hepburn movies.. And think about my Gramma without also thinking "shame on me. Shame on		me. Shame on me... "

She looks at him... He leans into her ... Kisses her... Tentative at first ... Then... With urgency...

INT. G.R.A.B. FORCE OFFICE - NIGHT

Phones ringing like mad... Drycoff walks into Castlebeck's	office...

DETECTIVE DRYCOFF It's an epidemic, Rollie ... I'm getting reports every five minutes ...

INT. THE MAZDA - BACK BAY - NIGHT

As "Little Red Corvette" by Prince warbles on the track... Memphis and Sway still kissing... She breaks it for:

SWAY Arright ... Enough ... I can't have you bellying up to my heart again, man, f you can't help falling off the stool. But he puts his mouth to her ears ...

MEMPHIS Shhh... Car thieves are your weakness.

Whispers ...

MEMPHIS (cont'd) I approach you. It's quiet. I look this way. That. No one around ...

SWAY Stop. What about Maserati Boy?

MEMPHIS I take out my slim-jim...

SWAY Oh, God...

And yes, this is patently absurd. But it's also oddly sexy.

MEMPHIS Slip it in ...

SWAY You're going high-cheese, dude --

MEMPHIS Unlock your button ...

SWAY "Unlock my button" ... ?

MEMPHIS The alarms go off ...

SWAY Woo-woo-wooooo!

MEMPHIS I pop your hood; find your siren wires

SWAY They're factory alarms ... Easy to get around... For a man with... Skills...

MEMPHIS I do ... I cut "em...

SWAY Cut 'em...

MEMPHIS Now... I'm in ...

SWAY Of course you are. You're a professional...

MEMPHIS I ratchet your ignition mechanism ...

SWAY I bet you say that to all the girls...

MEMPHIS With a twist of my wrist ... You're turned over ...

SWAY Wrong preposition...

MEMPHIS Hear you roar ...

SWAY What about The Club ... ?

MEMPHIS Let me worry about The Club ...

SWAY No worries ...

MEMPHIS I've got you floored... We're off ... Take the curb... Man, can you corner... Know not to get on it ... Momentum shift ... Don't get on those brakes too hard ... Get her up on her tires. Up on her toes. Up ... Up... Up.

Back arched... A small moan escapes her ... Prince wails ... And Sway has achieved whatever kind of silly climax they aspired to here... She flops back down... Looks at him...

SWAY You're still quite the boost, Randall Raines ... (he shrugs) Except now I've been chopped, and my		parts are in a Honda Prelude being driven to church in South America by some Bolivian consulate's wife ...

MEMPHIS And Tracy's on the move ...

Indeed, the girl has gotten out of the Maserati... And the car has rocketed off... Memphis punches the gas,'sending Sway to the floor...

SWAY Wham, bam, thank-you, Ma'am, point- five ...

PRE-LAP Alice Cooper's "Under My Wheels" and SLAM CUT TO:

EXT. LONG BEACH STREETS - NIGHT

CLOSE UP OF THE "SNAKE" LICENSE PLATE as its ass-end fishtails like a bastard... The Sphinx is outrunning what is now a half-dozen CRUISERS ...

INT. COUNTACH - MIRROR MAN

is freaking out ... The snake wrapped all around him...

MIRROR MAN What do I do? What do I do? Aw, man. He's gonna swallow my shit whole Let's go to a hospital or something!

But The Sphinx shakes his head. No.

MIRROR MAN (cont'd) C'mon, you creepy no-nosed motherfucker. Take me to a hospital!

Nope. The Sphinx drives on... Into yet another

DIRECTOR'S CHASE SCENE

This one even cooler than the last ... And once they've eluded all of the police, The Sphinx pulls over to the side of a DARKENED STREET...

MIRROR MAN What are you doing? I'm gonna die!

The Sphinx leans over... And PINCHES THE SNAKE BEHIND THE BACK OF THE HEAD...

MIRROR MAN (cont'd) You tryin' to make him more mad?

But, miraculously, the snake RELAXES ITS GRIP on Mirror Man... And slithers off... To the back of the car ... Where it immediately goes back to sleep ... Mirror Man stares at Sphinx, who smiles genially. Then:

MIRROR MAN (cont'd)		I never thought it'd be possible: but your ass just got spookier ...

EXT. CITY STREET - NIGHT

Freb and Donny Astricky have gotten "Laura", a '99 Bentley started...

FREB You ever feel bad about any of this?

DONNY ASTRICKY Of course not. I'm Robin Hood. I take from the rich, and give to the needy...

FREB You mean the poor --

DONNY ASTRICKY No. The needy. Us. Cos we need this car!

And Donny puts her in gear, When a GUN is jammed agains't Donny's	temple ...

JACKER Out of the car, bitch, or I blow your fucking head off -- !

Donny looks at the jacker... Surprised... It is a KID ... No more than 16 ...

DONNY ASTRICKY Are you kidding me -- ?

JACKER NOW -- !

DONNY ASTRICKY I'm stealing this car. So BACK OFF!

JACKER I'll shoot you fool... I'LL BLOW YOUR BRAINS OUT -- !

FREB Donny --

DONNY ASTRICKY Donny-nothin'!

And he SLAMS OPEN THE DOOR... catching the kid in the balls ... And the kid doubles over... Dropping the gun ... Donny gets out of the car...

DONNY ASTRICKY (cont'd)		Lazy, disrespectinIf half-assed bully. Any asshole can pull a gun ...

And he starts to kick at the kid ... Beat at him...

DONNY ASTRICKY (cont'd)		You don't know how to steal a car, do ya? So you gotta take them when there's already a key in them ... And a person in them... Scare people ... Intimidate ... Little freakin' bully ...

FREB C'mon, Donny... Let's go, man --

DONNY ASTRICKY Lazy ... Lazy ... I ask you, Freb: what's the matter with kids today?

But then - BLAM! BLAM! BLAM! Bullets rip into Donny Astricky in terrifying SLOW-MOTION. He turns ... To see another KID ... Scared... At the edge of the road... Gat held high ... And Donny drops to the pavement ... And the first Jacker gets to his feet...

Freb goes to Donny... To his splayed-out body ... SIRENS split the night. The jackers run off down the street.

DONNY ASTRICKY (cont'd) Get outta here. Get out. Now!

FREB I can't leave you here, man --

Freb doesn't know what to do... Donny croaks ...

DONNY ASTRICKY I'm all right. Been shot before. You take me to the hospital, they bust the both of us. The cops'll take me. Go!

And Freb-makes to run off down the street... But --

DONNY ASTRICKY (cont'd) Freb -- !

Freb turns back

DONNY ASTRICKY (cont'd) Take Laura with you, you stupid shit!

Freb blinks. Nods. Oh, yeah. He climbs into the Bentley Drives off... As the CRUISERS pull up around him... And the UNIFORMS getout, guns drawn, approaching warily -

To find Donny Astricky ... Splayed-out on the pavement ... Laughing at the moon ... And, as Jimi Hendrix' "Crosstown Traffic" BLASTS ON TRACK, we CUT TO:

of the final series of boosts ...

1) The Maserati parked and empty. Sway breaches it.	Expert. They drive off ...

2) Kip and Tumbler. Clocking a VIPER. They circle it..	It's loaded with bells and whistles and Clubs and a	metallic voice that warns: "WARNING: YOU ARE TOO CLOSE THE 	VEHICLE!" over and over ... Kip shakes his head ...	Ushers Tumbler back ...

3) Mirror Man and The Sphinx deliver an Aston Martin to the docks	... Watch as it is driven into a container. The container loaded	by gantry crane, onto the ship, lashed to the deck by overworked	LONGSHOREMEN...

4) Helen Raines. Looking out the window. Listening to	the scanner for word of her boys...

5) The Big Board. Female names disappearing like dust..

6) Castlebeck and Drycoff. Cruising the streets.	Searching ...

7) Kip and Tumbler return to The Viper. This time, in a RAMP	TRUCK. They raise the ramp. Tie down the Viper. A drive off with	it, to be disarmed at a later, safer venue as it continues its	robotic exhortation of "WARNING. YOU ARE TOO CLOSE TO THE	VEHICLE." Over and over again ...

8) All our teams... Speeding toward us ... In different	cars ... As the MUSIC FADES and we END MONTAGE

EXT. 1443 LOCKLIN - JUDGE CROFT'S GLASS HOUSE - NIGHT

Where "Annie" the 137 Roadster lives as an objet d'art. FIGURES in the thicket surrounding the property. Memphis, Sway, Kip, Tumbler, Mirror Man, The Sphinx...

Mirror Man has the mansion's ELECTRICAL BOX opened... He' going through the wires ... Cutting alarm, phone, etc.

Memphis is on the cell phone... Face grim... He hangs up.

MEMPHIS Donny got shot ... A jacker ...

SWAY How is he -- ?

MEMPHIS They got him to the hospital. He's stable ...

Beat ... As they all reflect on this...

MEMPHIS (cont'd)		On a brighter note: 47 ladies have checked in for their South American sea cruise -

This cheers them slightly. Until, from the electrical box:

MIRROR MAN Got it -- !

And the few remaining lights of 1443 flicker and fade ... They regard the house for a beat ...

SWAY Now what -- ?

No one's quite sure ... They look at the house ... At all that glass ... Then Kip walks to their car ...

KIP Pop the trunk, Tumbler.

TUMBLER What for -- ?

KIP I gotta get my tool --

And Tumbler and Mirror Man look at each other ...

MIRROR MAN No way, homes ...

Too late. The trunk is popped. Kip reaches in. Comes up with, yes, another BRICK ... And Kip walks toward the house. Toward the vast windows ...

MIRROR MAN (cont'd)			(to Memphis) Ya' gotta stop him, man --

But Kip forges on, indomitable ... Only he passes the huge glass windows ... Walking, instead, up to the front door ... And he SMASHES the brick down onto the DOORKNOB. Knocking it clean off... Looks back at the others with a wink. And enters the house... Tumbler runs after him...

INT. 1443 LOCKLIN

Kip walks through the dark house ... At last, coming to the living room... To "Annie'. He gets behind the wheel ... Her ignition is	quick work. He's got her started, loud, in the quiet house. She	coughs a bit; it's been a long time. Tumbler is there...

TUMBLER Now what -- ?

KIP Now, we go -

And he drives her off the platform. Tumbler directs him...

TUMBLER This way... This way... This...

Her nose bumps a zillion-dollar VASE, which topples and shatters...

TUMBLER (cont'd) That way...

And Tumbler climbs in beside him... Kip drives her around the huge living room... And Kip punches the gas ...

And they drive the Roadster down the hall ... And right through the OPEN DOOR... Driving down onto the lawn ... Up to their cohorts ...

KIP See ya back at the ranch, kids -- !

And off they go ... Vanishing down the street ... The others watch after him ... Mirror Man to Memphis:

MIRROR MAN Gotta tell ya, man: since you been back? You've had a real calming influence on ol' Kip...

INT. G.R.A.B. TASK FORCE OFFICE - NIGHT

Drycoff comes into Castlebeck's office ...

DETECTIVE DRYCOFF They just brought in Donny Astricky. Shot by a jacker ...

DETECTIVE CASTLEBECK How is he?

DETECTIVE DRYCOFF He'll live. But it means your boy's behind it. Astricky was holding a list. They just faxed it to us...

He hands Castlebeck the list. Calitri's 50. Castlebeck notes the last entry...

DETECTIVE CASTLEBECK Let's get out there. And have them run down every 167 Shelby Mustang in the area ... Find out where they're at.

DETECTIVE DRYCOFF What for?

DETECTIVE CASTLEBECK You spend enough time down a man's throat, you get to know his tonsils. Do it ...

INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

Kip and Tumbler deliver the Roadster. Toby checks it in.

KIP Any more ...

TOBY I dunno ...

And Kip gets on the two-way...

KIP Any more, O -- ?

OTTO (O.S.) You guys are through...

KIP Whatcha got left ... ?

OTTO (O.S.) "Carol." A 198 Mercedes ... She lives in the suburbs ...

KIP We'll take it...

OTTO (O.S.) It's ear-marked for Mirror Man and The Sphinx...

KIP We'll take it.

And they climb in behind a waiting Jeep Cherokee ...

KIP (cont'd)		Later, Toby --

But Toby's not around...

KIP (cont'd) Toby?

No answer... Kip shrugs... And off they go ...

EXT. RESIDENTIAL NEIGHBORHOOD - CHESTNUT HILL - NIGHT

A nice neighborhood... Upper middle class ... So damn suburban you can practically smell the gas grills ... A NEIGHBORHOOD SECURITY PATROL CAR glides by them...

TUMBLER Gettin' fancy... Got their own palace guard -

When, from the back of the Jeep:

TOBY I never been to the suburbs ...

Toby is there ... Having stowed-away...

TUMBLER What are you doing here, assface?

TOBY Checkin' it out

He smiles at Kip ... Kip looks at Tumbler ... Drives ... At last, pulling up to one HOUSE where the '98 Benz - "'Carol" lives. Kip parks, a half block down ... They get out ... Head for the house...

And there she is. "Carol." Obsidian black. In the garage. The garage is open. And THREE KIDS, two boys and a	girl. Late teens. They are standing around "Carol"... Drinking beer... Listening to the new Beck album on the car's CD player ... The folks clearly out of town ...

Well-scrubbed, white suburban children of plenty ... The only crew they've ever run in is J. Crew... From the hedge, Kip, Tumbler and Toby watch the kids ... With equal parts fascination, loathing, envy... And then, the kids go inside... Leaving "Carol" exposed...

TOBY I got this one...

And before the others can respond, he moves for her. And she's	open... Toby's in ... Butterfly popped - Gizmo in. The others start to get in when ONE OF THE KIDS comes out from the house. He stares at Toby, who freezes mid-boost ...

KIP (cont'd)			(whispered hiss) Get her started, man -- !

And Toby does... And slams her in reverse. And they're off

INT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

The group - - Memphis, Sway, Freb, Mirror Man, and The Sphinx - has returned... The final cars loaded onto the ship ... Memphis looks out into the night --

MEMPHIS C'mon, Kip -

EXT. RESIDENTIAL STREETS - "CAROL" - MOVING - NIGHT

Toby drives them out, Kip shotgun, Tumbler in the back. But the suburbs are confusing. They can't find their way out.

TOBY Which way's out, man -- ?

TUMBLER Shit all looks the same here --

They drive. Only up ahead, blocking the street, LIGHTS blinding... Are TWO SECURITY PATROL CARS - SECURITY COPS on the strong ... Guns drawn...

KIP Shit ...

TUMBLER Run it...

Toby looks to Kip...

KIP No...

TOBY What am I supposed to do?

Toby pins the gas. Straight at the block... The security cops dive out of the way. Except for one standing tall and FIRING into the windshield... Into Toby... The car swerves. Going off the road. Into a bank of mailboxes.

The security guards run for her... Kip, forehead bloodied, switches places with Toby, getting behind the wheel ... Punches the gas ... Getting them out of there ...

INT. "CAROL" - MOVING - NIGHT

Kip drives like a wild man ... Toby is bleeding something fierce... Shot in the chest...

TOBY Jesus, Kip ... I'm shot, man ...

KIP Just hold on... Hold on ...

TUMBLER What are we gonna do -- ?

KIP Hospital.

TUMBLER We can't do that, dude --

Kip looks at Tumbler ... They both look at Toby...

EXT. WAREHOUSE -LONG BEACH HARBOR - NIGHT

As the 'Vette comes screaming into the warehouse ... Kip exploding out of it ... Getting into the back. Memphis goes to the car, sees Toby ... Front of his shirt covered in blood ... The others gather around...

MIRROR MAN Jesus ...

Memphis climbs into the car ... Kip is holding Toby...

KIP I didn't know... Should we take him to a hospital? I didn't know. I didn't.

Toby is clearly dying in Kip's arms...

TOBY Kip. Kip. Kip. Tell me: what's gonna happen? What's gonna happen?

But Kip is lost ... Doesn't know what to say --

MEMPHIS You're gonna be okay, Toby... You are ... We'll getcha fixed up...

TOBY No ... No... No ... Tell me what's gonna happen? Kip? Tell me. What's gonna happen?

The brothers stare at the boy... Kip wipes his sweatstreaked face...

TOBY (cont'd) What's gonna happen? I don't feel ... like ... this ... should.... happen ... right ... now. I...haven't... done ... shit... Tears running down his eyes...

KIP Shhhhhh, shhhhh ...

Kip looks to his brother for help ...

MEMPHIS Call 911 -

MIRROR MAN Call 'em here -- ?

MEMPHIS DO IT! NOW -- !

And Mirror Man scurries for the phone... Toby's breathing comes out in short staccato bursts ...

TOBY Kip... Kip... Kip... It doesn't feel... It doesn't feel... It doesn't feel... good

He looks up at Kip. All of the light goes out of his eyes. And Toby is dead... Kip holds him for a beat ... Then passes him to a	surprisingly emotional Tumbler ... Kip gets out of the car, runs for the opposite end of the warehouse ...

The others are stunned... Mirror Man hangs up the phone ... Memphis gets out of the car ... He goes after Kip ... Finds him in one of the containers ... Grabs him by the collars ...

MEMPHIS What did I tell you? What? What did I tell you?

KIP I don't know. What -- ?

And Kip looks at him... Tears fall from the younger boy's eyes ... And Kip looks so lost ... So like a little kid...

MEMPHIS Come here --

KIP What?

MEMPHIS Come here -

KIP What?

MEMPHIS Come here -

And Kip does ... He walks to Memphis ... And Memphis puts his arms around him... And that's it. The floodgates open. Kip begins to sob. Deep, painful, racking sobs. And then:

KIP I've missed you, man ...

MEMPHIS I know. I've missed you, too

And they hold each other ...

KIP Toby...

MEMPHIS I know ...

KIP Toby...

And they stay in the embrace... And then Memphis unwraps Kip's	arms from around him...

MEMPHIS Stay here. Stay here a while. I'll be back ...

Kip nods, sniffles ... Memphis walks out of the container ... He strides up to the others ... Glances at Toby's clipboard, with all the cars crossed-out ... He goes to Sway...

MEMPHIS (cont'd) Give me a ride -- ?

SWAY Where to -- ?

MEMPHIS Kip's not clear yet. We got one more to go --

And she nods ... And climbs into one of the Escorts... And off they go ... The others standing around the 'Vette and Toby's	body...

ANGLE - THE CLIPBOARD. One car left. Eleanor.

As a SUPER on-screen reads: PART IV: DREAMS OF YOU

EXT. INTERNATIONAL TOWERS - DAWN

The sun just starting to take all the purple from the night ...

Detectives Castlebeck and Drycoff are parked across from the towers in their unmarked...

Sway pulls up a few blocks away ... Memphis has put on a fake moustache, wig, necktie ...

SWAY You okay -- ?

MEMPHIS Yeah ... You -- ?

She nods ... He looks at her ...

MEMPHIS (cont'd)		You should know: walking away from my mother, my brother, this town. Was hard. Walking away from you. Nearly killed me...

And she smiles sadly ...

SWAY I know ...

She takes his hand ... Squeezes it ...

SWAY (cont'd) Good luck...

Memphis, now in gray flannel suit, wig and moustache, steps out. As he heads for the Tower garage...

IN THE UNMARKED

Drycoff is on the radio ... Binoculars up, on the Escort's license plate - 635 CKG ...

DETECTIVE DRYCOFF (into radio) One-Baker-11 ... 10-28-29...California 6-3-5 Charles King George.

They wait ... Sway drives off ...

RADIO (O.S.) One-Baker-11. 6-3-5 Charles King George. No want. Not on file...

INT. INTERNATIONAL TOWERS GARAGE

Memphis walks along the cars ... At last, he finds her -- Eleanor.

EXT. INTERNATIONAL TOWERS - DAY

Castlebeck and Drycoff ...

DETECTIVE DRYCOFF Check it out --

He points ... The '67 Mustang appears at the top of the garage ramp ... Brakes ... Waiting for the light ... Castlebeck squints... Raises the binocs ... Tough to tell.. Memphis drifts into the stream of traffic ...

DETECTIVE DRYCOFF (cont'd) What do you think -- ?

DETECTIVE CASTLEBECK Let's see what he's about --

Drycoff hits the lights and sirens ... Memphis sees the car behind him...

MEMPHIS Shit ...

And kicks it into gear...

DETECTIVE DRYCOFF Hey, now -- !

He pins it ... And THE RACE IS ON... In the biggest way possible. This is the grand-daddy of chase scenes here, so we won't take the easy way out. We'll actually script it ... Memphis races out onto the busy street, Drycoff on his ass.

Drycoff pulls up alongside him... So they can see him. But the wig and moustache prevent them from recognizing Memphis ... Other cars suffer from the pursuit ... They go careening into parked cars, storefronts, Harvard Square ...

Memphis side-swipes Drycoff's car ... Memphis drives down the Memorial Drive OFF-RAMP, against traffic

DETECTIVE CASTLEBECK 1 Baker 11, in pursuit following collision with suspect. Suspect is male, white, 40-45, six feet, 175 pounds, gray hair, gray moustache, dark suit ... T.A.'s have occurred...

Memphis races her down an alleyway... And we HEAR, as we will throughout, the VOICE of the

POLICE DISPATCH (O.S.) Switch to open channel 3. All units stand-by.

POLICE DISPATCH (cont'd)		1 Baker 11 in pursuit of a '67 Ford Mustang, license in the 6th column - 614 HSO. Repeat: 6-1-4 Harry Sam Ocean. Westbound on Memorial Drive, against traffic ...

Eleanor races past The Queen Mary ... crossing the bridge into Long Beach ... She flies down the street ... Memphis, removing his wig and moustache as he goes... Another POLICE CAR has joined Drycoff and Castlebeck...

INT. KISS-108 RADIO STATION - DAY

The jocular drive-time jock MATTY IN THE MORNING - is broadcasting in his studio ...

MATTY IN THE MORNING We're getting reports that a big police chase has started right near our humble studios ... We'll keep you posted...

EXT. ELEANOR - MOVING - MEMPHIS

Has the radio on ... Hears Matty ... He serpentines his way through the tangle of alleys...

POLICE DISPATCH (O.S.) All units. Stand-by to copy. 167 Mustang is silver in color. One occupant. California license 6-1-4 Henry Sam Ocean. Reason for pursuit is unknown.

Drycoff does his best to follow. Another CRUISER has joined up. Memphis is driving like Richard Petty...

INT. LONG BEACH POLICE STATION - DAY

Two dozen COPS sit in the muster room listening to the dispatch.

POLICE DISPATCH (O.S.) ... Suspect is headed southbound on Mount Vernon, at Cambridge Street --

The cops look at each other. Holy shit! And race for the exit. Because Mt. Vernon and Cambridge is the address of	THE LONG BEACH POLICE STATION

where there are literally 15 POLICE CARS parked out front... And Memphis has just arrived...

MEMPHIS Shit ...

Watch the mad scramble as COPS dive into their units... And try to get out of each other's way... Fenders crunch ... Cops curse. Memphis bootlegs - going reverse down the wrong way. Left on Cambridge ... Left onto City Hall Plaza --

CITY HALL PLAZA

is 10 ACRES OF BRICK in the heart of downtown ... And now it's like a demolition derby... As Drycoff/Castlebeck and some 4 SQUAD CARS are chasing Memphis around the Plaza ...

A POLICE CHOPPER has arrived on the scene... Camera out. Memphis takes one more spin around the plaza, then sees a

SHALLOW FLIGHT OF STAIRS by the back entrance to City.Hall. And he takes them... CLUMP-KUMP-KA-DUMP-DUMP-DUMP

And now he's on some of the narrowest streets in Long Beach. He flies through them... A mad mouse in a maze ... INT. KISS-108 -

MATTY IN THE MORNING

watches the chase on TV, via Copter-cam. Still broadcasting.

MATTY IN THE MORNING Man, is this boy driving! You go, Boss Barracuda

EXT. FREEWAY

Memphis races along He's got 4 SQUAD CARS ON HIM

POLICE DISPATCH (O.S.) Attention all units. Pursuit is now southbound on the 33 from the construction area on Kneeland Street; all units in the area assist. Code 3.

He takes the Kneeland Street exit... And he's run out of road at

A SHOPPING DISTRICT

where vehicle traffic ends. Foot traffic only ... Here com the cops... Memphis spins the wheel ... And he drives onto PUBLIC PARK... Across the grounds ... Past the dew-drenched flora and the paddle boats lolling on the lagoon ...

Only there are SQUAD CARS coming from this side too... And he's	pinned. Police on the perimeters, He slows to a stop.

Cops jump out of their cars, guns drawn. Memphis in the center.

POLICE DISPATCH (O.S.) All units. Pursuit has terminated at The Garden Park. Repeat --

And Castlebeck is on the BULLHORN:

DETECTIVE CASTLEBECK (amplified) You in the car. The area is surrounded. I want you out to step from the vehicle. Hands on your head.

Memphis considers his options ... He sees the FOOT BRIDGE over the lagoon ... Hears the radio ...

MATTY IN THE MORNING (O.S.) Is our boy done? Has The Boss Barracuda been grounded -- ?

Memphis takes out his cell phone ... Dials...

INT. KISS-108

The COORDINATING PRODUCER comes into the booth ...

PRODUCER Some guy's on the phone for you, Matty. Claims to be The Boss Barracuda ...

Matty scrambles for the phone --

MATTY IN THE MORNING Hello -- ?

INT. ELEANOR - PARK

Memphis in the middle of the gauntlet ... On the phone ...

MATTY IN THE MORNING (O.S.) Is this The Boss Barracuda -- ?

MEMPHIS Yes, sir.

MATTY IN THE MORNING (O.S.) How you doing, man -- ?

MEMPHIS The truth is - my car here doesn't have a tape deck. You mind hooking me with up with some driving tunes ?

MATTY IN THE MORNING (O.S.) You got it, brother.

Memphis hangs up ... Hears:

MATTY IN THE MORNING (O.S.) This one is going out to The Boss Barracuda. Catch him if you can --

And he plays Chuck Berry's "No Particular Place To Go" And Memphis smiles ...

MEMPHIS Attaboy --

And punches the gas ... Going right at Castlebeck and the others ... Smashing through the squad cars ... And ACROSS THE FOOT BRIDGE, over the swan boats ...

POLICE DISPATCH (O.S.) All units. The pursuit is going again

Is it ever. Memphis drives out of the park.. And gets onto

ANOTHER FREEWAY

Ten lanes of gnarly superhighway ... He opens her up... Full throttle ... The chopper above him ...

INT. OTTO'S SALVAGE - DAY

The gang is watching on the TV... Freaking out ... ANGLE - KIP. He slips out of the place. No one's noticed him go...

EXT. FREEWAY - TOLL BOOTH

ahead. Eleanor crashes the gate going 98, to borrow a	phrase. But he' s driving too close to the shoulder, and he SMASHES INTO A LIGHT POLE -- ! The car does a 180 ... Landing with a horrible THUD ... And here come the cops ...

Memphis is wobbly... Looks like he's almost through. Thirty cop cars idle behind him...

POLICE DISPATCH (O.S.) Attention: suspect has T.A.'d with light pole at the Carson Street offramp ... Pursuit has terminated... And Chuck Berry has come to an And Matty obliges with Golden Earring's "Radar Love" ... And this seems to rouse our boy... Because he gets her started again ...

MEMPHIS Thanks, brother

Spins her around... And goes

POLICE DISPATCH (O.S.) That is negative. Pursuit has not terminated. Repeat: not terminated.

CASTLEBECK AND DRYCOFF

climb back into their car ...

DETECTIVE DRYCOFF Who is this friggin' guy -- ?

CLOSE ON - CASTLEBECK. Because he's got a sick feeling who.

ELEANOR

takes an exit ... And speeds on through the with everyone in pursuit ...

POLICE DISPATCH (O.S.) Attention all units. Road block being set up at the eastern terminus of the Long Beach Harbor Tunnel. Use caution.

EXT. HARBOR TUNNEL EASTERN TERMINUS

It's quite a road block. A DOZEN SQUAD CARS. A WOODEN BARRICADE ... The whole shebang...

EXT. TUNNEL - ELEANOR

eating asphalt ... Coming to the tunnel's mouth ... To the road block ... Memphis pins her ... ZOOOOOM! Dead-on to the roadblock ... And, at the last moment, as the COPS dive out of the way --

Memphis bangs the gear shift into neutral -- And yanks the parking brake -- And the mustang spins on the straight --(and yes, this is	exactly like our opening) Screeching spin ... It stops inches from the road block ...

Beat ... Thirty squad cars stop behind him ...

POLICE DISPATCH (O.S.) All units. Pursuit has been terminated. Repeat: pursuit has been terminated at Harbor Tunnel Eastern Terminus --

Sure it has. Memphis' foot SLAMS ON Eleanor's pedal ... SMASHING THROUGH THE ROADBLOCK... Cars and cops flying ... And the Dispatch guy is getting pissed.

POLICE DISPATCH (O.S.) Check that, all units. You guessed it. Pursuit has not been terminated. Jesus Christ, will you catch this guy?

EXT. LONG BEACH BRIDGE

A huge suspension bridge spanning the harbor ... Except that on the Long Beach side, therehas been a terrible ACCIDENT ... An eleven-car PILE UP ...

PARAMEDIC This is Rescue 2... We're at a scene of an		11-car collision with multiple injuries, responded to Ladder truck Code 3 ... We'll need back-up and The Jaws of Life...

Paramedics ... RAMP TRUCKS hauling away wrecked cars ... Fire engines ... Bloodied VICTIMS ...

EXT. CITY STREETS - ELEANOR

takes it on through the vast construction underway here ... And here's our money shot: Eleanor. On Route 33. COMING AT US ... Followed by, literally, 20 POLICE-CARS ... Could be just about the coolest fucking thing we've ever seen... But before we have time to gloat:

POLICE DISPATCH (O.S.) All units. Suspect vehicle has left The Harbor Tunnel roadblock... State Police advises they have a multiple T.A. on the Long Beach Bridge... Accident is unrelated to Long Beach P.D. pursuit... Repeat unrelated to Long Beach P.D. pursuit. The area is closed except to emergency vehicles. Suspect is headed in that direction. Use caution in that area. Repeat: use caution in that area ...

THE LONG BEACH BRIDGE

Southbound traffic on the bridge (into Long Beach) is at a stand-still because of the accident... The Northbound side of the bridge is EMPTY... Northbound traffic stopped at the accident ...

Memphis comes to a stop 100 feet before the accident ... There is no way past it, onto the bridge ... All the cops behind him come to a screeching halt. He is truly trapped.

DETECTIVE DRYCOFF

is thrilled ...

DETECTIVE DRYCOFF Gotcha now, dickhead --

But Castlebeck's not so sure ... He sees a possible play... So	does

MEMPHIS

Heavy sigh... He shuts off the radio ... And there's a strange SILENCE... As everyone waits ... Watches ...

QUICK CUTS TO --

-- Matty In The Morning -- The gang at Otto's -- The Carpenter in	his wood shop -- Helen Raines, in front of her TV -- The chopper cops -- Paramedics, cops, injured motorists, fire men -- Castlebeck and Drycoff... BACK TO

MEMPHIS RAINES AND ELEANOR...

Another few beats of silence ... Everyone watching ... He punches the gas... Ripping down to the accident site... Heading straight for it ... And we fear he aims to smash the site, maybe further injure the accident victims -

Not our Memphis ... He's heading straight for

THE RAMP TRUCK

parked ass-end toward Long Beach ... Ramp down ... Memphis rockets Eleanor at the ramp truck's ramp... Straight on ... And the ramp LAUNCHES ELEANOR in glorious super-sexy-bloodpumping SLO-MO OVER THE ACCIDENT SITE some thirty feet in the air ... Evel-style ...

DETECTIVE DRYCOFF You gotta be fucking kidding me --

Where she lands in a crippling thud... Onto the EMPTY side of the Long Beach Bridge... Cheers from the gang at Otto's ... The gang at KISS-108 ... Memphis pulls her to a stop... Looks back at the scene ...

Castlebeck squints ... Trying to see if it's his boy... Memphis switches the radio back on ... Matty has obliged... Wilson Pickett's "Mustang Sallyo ... And Memphis drives over the bridge,	the only car going northbound... Memphis rides, daddy, rides ...

INT. WOODBURN CONSTRUCTION - FRONT OFFICES - DAY

A half-dozen Calitri SOLDIERS are here, answering phones, playing cards.

INT. WOODBURN CONSTRUCTION - WORKSHOP

The sliding door is open. The CASKET for Kip rests to the side ... Calitri uses a router to make a rabbet along the bottom frame of a	plywood gossip bench. He senses something and turns to

THE LOADING DOCK - MEMPHIS

has driven up in the smashed-to-shit Eleanor ... He climbs up, entering the workshop... Calitri glances to the wallclock: 7:55 AM...

CALITRI Well, well. You've caused quite a ruckus ...

MEMPHIS This is number 50. We did it. It's over Where's the money ?

CALITRI Right there -

He gestures to a Haliburton case ... Memphis opens it ... There's	a lot of cash inside...

CALITRI (cont'd) 200 K. Just like we said ...

MEMPHIS You should never have gotten my brother and his friends involved ...

CALITRI But I had to. It was the only way to		get to you --

Memphis looks at him... Calitri smiles ...

MEMPHIS Well, now, he's clear. And you'll stay away from him...

CALITRI I don't know about that, Randall. He did such a good job on this paper. And another one just came in ...

Calitri goes to the FAX machine... Tears off the sheet..

CALITRI (cont'd) It's an easier take. 30 cars. Two weeks. Most of them SUVs. Going to Russia. Think Kip'll be interested?

MEMPHIS You don't want to even sniff at that --

Calitri grins. But then his smile goes south, as he sees, for the first time -- ELEANOR -- parked out on the loading dock. And she is smashed-to-shit.

CALITRI Well, that certainly won't do.

MEMPHIS What do you mean -- ?

CALITRI Look at it. I can't very well make delivery of that thing ...

MEMPHIS You got no choice. It's over.

CALITRI Fifty cars. Fifty cars by 8 AM Friday. Or Kip goes in that box. That was the deal ... Goddamn, it ... That was the deal ...

Memphis is by a TABLE SAW... He flicks it on. The electric MOTOR rumbles, so as to obfuscate, any noise in here ...

CALITRI (cont'd) What are you doing -- ?

MEMPHIS Tell you what I'm not doing: I'm not gonna let you get into my Kool Aid...

And Memphis is on him... They go rolling about in grunts and groans - eddies of sawdust swirling - the NOISE of the table saw drowning out the sounds of combat ...

Calitri is on top, grabbing an AWL from the floor, bringing the lethal point down to Memphis' face... Memphis holds Calitri's	wrist, straining, the point inches from his eye

ANGLE - FLOOR SOCKET - right above Memphis' head. With a last gasp, Memphis misdirects the awl so it STABS THE FLOOR SOCKET - a	small CLAP OF VOLTAGE shaking through their bodies, as they sprawl akimbo ...

Both men are momentarily paralyzed as the electricity sorts itself out inside of them... Calitri is up; and he's found the gun ...

He crawls over to Memphis, climbing on him, sitting down hard on the younger man's chest ... But then Memphis grabs him by the hair and tosses Calitri off him ... Memphis POUNDS Calitri's head into the floor ...

Once, twice. Three times. Calitri is out ... Memphis gets to his feet, nose bloody. He catches his breath. Only the door opens ... And Atley is there ...

ATLEY JACKSON Jesus, man ... What'd you do?

MEMPHIS My version of "take this job and shove		it..."

ATLEY JACKSON Are you crazy? You throw down with The Carpenter? You got a grudge against your life?

But before Memphis can respond, there are APPROACHING ENGINE SOUNDS from up the alleyway -- as A PANEL VAN arrives. Memphis and Atley look at the wall-clock. 8:05. A glance to the unconscious Calitri ...

ATLEY JACKSON (cont'd) Now you done it. And with you gone - who'll save Kip the next time ... ?

MEMPHIS This is all about there not being a next time, Atley --

And the two men hold the look... And the van doors slam, as Digger and Butz, Calitri's grave-diggers, get out ... Atley goes to the unconscious Calitri ... And he picks him up, straining under the dead weight ... Dragging the don over to

THE OPEN CASKET - One final burst of strength and Atley drops Calitri into the casket... Slamming the swell top lid of the coffin. He turns to look at the shocked Memphis -- As Digger and Butz are there -

ATLEY JACKSON Hello, boys -- !

DIGGER Hey! What happened? Did they make it

ATLEY JACKSON They did not. A tragedy.

DIGGER Mr. C. around?

ATLEY JACKSON He's napping. He said to take it away...

Atley gestures to the coffin. And they pick it up, move it to the van...

DIGGER That'll do ya. Tell Mr. C. we was by.

MEMPHIS Absolutely.

And they are gone ... And Atley turns to Memphis

ATLEY JACKSON Ding Dong The Witch Is Dead, right?

MEMPHIS Point-five ...

And he holds out his hand ... And they shake ...

ATLEY JACKSON Get outta here, Memphis --

And Memphis does ... Nods to Atley...

MEMPHIS Thank you...

Atley nods ... Memphis walks out to the loading dock... Atley watches him go ...

ATLEY JACKSON Hoo-boy.

EXT. CALITRI'S WORKSHOP - LOADING DOCK

Memphis walks to the battered Eleanor ... As Pearl Jam's	"Rearviewmirror' crunches and a CAR comes motoring up to him. It's	ANOTHER 167 SHELBY. ANOTHER ELEANOR, a "For Sale" sign pasted on	the back window. It's being driven by Kip...

MEMPHIS What are you doing here?

KIP I saw her get smashed-up on the TV. Knew there was no way he was gonna accept her ...

MEMPHIS Where'd you find this one?

KIP Ya gotta keep tabs on your "Eleanors", Memphis. Cos you never know when you're gonna need one --

MEMPHIS You boost her -- ?

KIP Hell, yeah. She's not my unicorn.

MEMPHIS Move over ...

Kip does. Memphis gets behind the wheel. Drives...

EXT. LONG BEACH BOULEVARD - DAY

Memphis drives... Kip beside him...

MEMPHIS You okay -- ?

KIP I dunno ... I keep thinking about him.

Memphis nods. But then FLASHING LIGHTS behind them ... An UNMARKED with Code 3 capabilities - lights & sirens ... Memphis considers ... He could make another run ... But the looks at Kip... Enough is enough ... He pulls over ...

KIP (cont'd) What are you doing? You can outrun him...

MEMPHIS It's over. The dumb shit is over ...

The unmarked pulls up behind him... The cop comes over ... It is, of course, Detective Castlebeck.

DETECTIVE CASTLEBECK I know you.

MEMPHIS You know my back.

Castlebeck opens his coat... Showing stuffed holster ...

DETECTIVE CASTLEBECK It's finished, Randall. Get out of the car... You, too, kid...

Memphis starts to get out. When Castleback's RADIO crackles.

RADIO (O.S.) We have suspect vehicle matching description at the Woodburn Scrap and Metal ... Repeat: the suspect vehicle has just been apprehended at the Woodburn Scrap and Metal, 190 Street and Campanza ...

Castlebeck frowns, goes to his radio. Memphis looks at Kip.

KIP I reported it ...

Memphis is impressed...

MEMPHIS Not bad

ANGLE - CASTLEBECK at his car, on the radio ...

DETECTIVE CASTLEBECK Dispatch, what's the license on the suspect vehicle... ?

RADIO (O.S.) License is California 6-1-4 HSO. Repeat: California. 6-1-4 Henry Sam Ocean.

And Castlebeck looks at the license on this Eleanor... A vanity plate that says - MY 67 ...

DETECTIVE CASTLEBECK 10-4.

And he goes back over to Memphis ...

DETECTIVE CASTLEBECK (cont'd)		Looks like we live to fight another round. You're free to go ...

Memphis can barely believe it. Castlebeck leans down, to Kip:

DETECTIVE CASTLEBECK (cont'd)		Your brother's a clever man and a talented thief, Kipling. But as role models go, you should observe the man, not the thief ...

KIP Yes, sir ...

Castlebeck sighs...

MEMPHIS Don't look so glum, Detective. It's a		beautiful day, the birds are singing, and there's a container ship on Pier 14, that's guaranteed to bring you glee ...

Castlebeck nods ...

DETECTIVE CASTLEBECK I want you gone, Randall. Settle your affairs. Make it right with those you love. Hell, take 'em with you. But I want you out of here. Out of here for good this time ...

MEMPHIS Consider me gone, Detective --

DETECTIVE CASTLEBECK I'll catch you later, Randall --

MEMPHIS Double-meaning intended --

DETECTIVE CASTLEBECK You betcha --

And Memphis races off ...

EXT. OTTO'S SALVAGE - DAY

Otto, The Sphinx, Tumbler, Freb and Mirror Man are sipping coffee and eating donuts ... They are exhausted... Memphis and Kip pull up in Eleanor... He hands Otto the briefcase. Otto opens it... All that cash...

MEMPHIS Split it up. Any word on Donny?

OTTO He's gonna be okay. Could do a bit.

MEMPHIS What happened to Sway?

OTTO She left...

He nods ... The boys are huddled together...

MIRROR MAN Poor Toby, man...

A few beats of silence as they remember; then shockingly:

THE SPHINX If his premature demise has, in some way, enlightened the rest of you as to the grim finish below the glossy veneer of		criminal life, and inspired you to change your ways, then his death carries with it an inherent nobility. And a supreme glory. We should all be so fortunate. You can say 'Poor Toby." I say: "Poor us.."

They all stare at him, stunned...

FREB You spoke

The Sphinx shrugs...

TUMBLER Say something else, man

But The Sphinx lapses back into his silence ... Nibbles a donut ... Sips coffee ... Memphis smiles ... He takes a stack of bills from the briefcase... To Kip:

MEMPHIS You remember where you got this Eleanor -- ?

KIP Sure, man --

MEMPHIS She's for sale. They're asking forty thousand. Give 'em sixty ...

And he hands Kip the cash ...

KIP You want me to buy her?

MEMPHIS Shocking, huh? We're clear now. It's done. I've never actually paid for a car. I want to see what it feels like

Kip nods ... Memphis looks at a grinning Otto ...

OTTO Dinosaurs. All of us. The Ice Age is now...

MEMPHIS I'll see you soon --

KIP Where you off to -- ?

MEMPHIS Thought I'd go for a ride -

He smiles. The others do, too. Memphis heads for Eleanor.

KIP Hey, Memphis -- ?

Memphis turns back...

KIP (cont'd) I'll see you, right?

Memphis nods ...

MEMPHIS You'll see me ...

And we PRE-LAP Sammy John's "Chevy Van" and CUT TO:

INT. BACCHIOCHI'S FOREIGN MOTORS - DAY

Sway, underneath a Daytona... We only see her from the waist down ... Hands on her waist ... Pulls her gently out. Memphis. He brings her to her feet ...

SWAY What are you doing... ?

MEMPHIS Seeing if you wanted to go for a ride?

And he uses a rag to tenderly wipe a small black smear of oil from her cheek...

SWAY I can't. I got a back load of repairs and one of the mechanics called in		sick and I haven't slept and-- (stops short; sees the new Eleanor			outside) Where to -- ?

MEMPHIS I dunno. I know a place.

She looks at him... Long and hard...

SWAY This time it's for real?

MEMPHIS Oh, yeah. For real, point-five.

EXT. BACCHIOCHI'S - DAY

And Memphis opens the passenger door for her ... And she gets in... And she smiles ... And Memphis climbs behind the wheel. He neutral-drops Eleanor, chirping off ...

EXT. CONTAINER SHIP - LONG BEACH HARBOR - DAY

As two TUGS guide the giant freighter away from the docks ... All those containers ... Filled with cars ... But here comes a COAST GUARD CUTTER ... Churning for the ship ...

Detectives Castlebeck and Drycoff on the deck ... Stopping this one cold...

EXT. LANDFILL - RHODE ISLAND - DAY

A vast expanse of trash and garbage and layers of earth. Deserted, except for THE PANEL VAN parked dead center. Digger and Butz slide the casket from the van, parked before an ALREADY DUG GRAVE.

As they move the casket, a KNOCKING from inside. A POUNDING. And muffled CRIES. Digger and Butz exchange a horrified glance... They stare at the casket, spooked.

BUTZ Do you believe this?

DIGGER What should we do?

BUTZ We gotta do what we gotta do --

DIGGER Shit. I hate the screamers, man. Why can't he finish the freakin' job?

BUTZ Forget about it. Occupational hazard, Digger. C'mon...

And just as we think they're sure to open it -- they DROP THE CASKET INTO THE HOLE -- !

And begin to dump shovelfuls of earth upon it; its unseen occupant thumping and pounding and yelling -- And soon the casket is covered in dirt. Gone.

And we PRE-LAP The Turtles' pop gem "Eleanor" ("You got a thing	about you/I just can't live without you/I really want	you/ Eleanor near me...") CUT TO:

EXT. THE 405 FREEWAY NORTH - ELEANOR - MOVING - DAY

Memphis driving. Sway riding shotgun. Long Beach at their backs ... Memphis looks quite enthralled behind the wheel... He loves driving this car. Sway watches him. He feels it --

MEMPHIS What -- ?

SWAY Nothing. Just that if I was less secure, I might think you were more into Eleanor than you are me...

MEMPHIS She does have one thing you don't.

SWAY What's that?

MEMPHIS Bench seats.

And he grins ... Pats the seat beside him... And Sway slides close... He throws his arm around her ...

And off they go ... As The Turtles' ("Eleanor/Gee, I think you're	swell/And you really do me well/You're my pride and joy, etc.") SING ON... And we hear:

MEMPHIS (O.S.) You like bingo -- ?

And Eleanor drives away from us ... Into the searing horizon line ... Becoming just another single, yellow dot in the pointillist pattern that is the American road.

THE END