Looper

LOOPER

Written by

Rian Johnson

Production draft

EXT. EDGE OF CORN FIELDS - DAY

A pocket watch. Open. Ticking. Swinging from a chain. Held by a young man named JOE in a clearing beside a Kansas corn field. Sky pregnant with rain. Waiting. He checks the watch, removes his earbud headphones, stands. Without much ceremony a BLOODIED MAN in a suit appears from thin air, kneeling before the young man. Hands and feet tied. Burlap sack over his head. Muffled screams, gagged. With no hesitation Joe raises a squat gun and blows the man apart with a single cough of a shot.

LATER Joe loads the corpse into the flatbed of his truck. Cuts open the back of the body's jacket, revealing FOUR bars of gold taped to the dead man's back. Joe takes them.

EXT. INDUSTRIAL PLANT - DAY

Massive, in the middle of nowhere. Black smoke.

JOE (V.O.) Time travel has not yet been invented. But twenty five years from now it will be. Once the technology exists, it will be         relatively cheap and available to          the public at large. And so. It         will be instantly outlawed, used only in secret by the largest criminal organizations. And then only for a very specific purpose. Joe drives up and parks his truck, removes the wrapped corpse from the flatbed.

JOE (V.O.) (CONT'D)         It's nearly impossible to dispose of a body in the future. I'm told. Tagging techniques, whatnot. So         when these future criminal organizations in the future need someone gone, they use specialized assassins in our present, called loopers.

INT. INDUSTRIAL PLANT - DAY

Cavernous and empty. Joe carries the body to an iron hatch, opens it, and dumps him in.

2.

JOE (V.O.) And so. Thirty years from now. My         employers in the future nab the target, they zap him back to me, their looper. And I do the necessaries. So the target has vanished from the future, and I've         just disposed of a body that technically does not exist. Clean. The body slides down a long chute. Vanishes in a little flare of angry red fire.

EXT. DINER - DAY

A sidecar roadside diner in the middle of nowhere. Joe's         truck in front.

INT. DINER

Nearly empty, Joe at a booth listening to headphones. A         waitress sets down coffee. Her bright red name tag: BEATRIX.

BEATRIX Bon jour, Joe.

JOE Bon jour, Beatrix.

BEATRIX How's the French?

JOE Slow. How's the coffee?

BEATRIX Burnt. Cream in the coffee. White clouds boil deep down.

EXT. FARMLAND ROAD - DAY

Joe's truck zooms from the flat fields towards a mid sized city on the horizon.

INT. PAWN SHOP - DAY

Grungy, heavily fortified. Joe enters and puts his gun in a         basket labeled â€œLOOPERS - BLUNDERBUSSESâ€ Slips down a narrow passage, which ends at a steel wall with a protruding duct taped camera and microphone.

JOE Two, Jedd.

3.         Joe fishes the two gold bars from his jacket. A small narrow slot slides open in the wall, and gnarled old hands take the gold bars. It slides shut again. In the background the front door to the pawn shop dings open. The slot slides open and Jedd's hands push a wad of cash. Joe pockets it, and backs around Dale, another Looper.

DALE Hey Joe. Be at the Belle tonight?

JOE Yup. Dale hands four gold bars through the slot as Joe retrieves his gun and exits.

DALE Four, Jedd.

INT. JOE'S APARTMENT - AFTERNOON

High ceilings, big clean windows overlooking a sooty city. Joe finishes smoothing out an oriental rug and scoots a         coffee table in place over it. Puts a bebop LP on a turntable.

LATER On the bed, shooting at the ceiling with his fingers.

JOE Bon jour, mademoiselle. Bang!

INT. CAR GARAGE - EVENING

Suit-and-tie Joe pulls a tarp off a cherried-out 1992 Mazda Miata. Lingers over it. His baby.

EXT. CITY STREETS - EARLY EVENING

Joe drives through the sooty city streets. A muted beep, and he fishes a matchbook sized screen from his pocket.

JOE Yeah Seth? Yeah. Ok.

4.

EXT. STREET CORNER - EARLY EVENING

A young looper named SETH on the side of the road, kneeling beside a motorcycle without wheels called a SLAT BIKE. He         kicks it in frustration. A VAGRANT approaches and SETH pulls a gun, identical to         Joe's.

SETH Walk around! Around, I'm not kidding. Wide around, ya shit. The vagrant crosses the street. Joe pulls up.

JOE Seth.

SETH Hi Joe.

JOE That's new. Seth kicks the bike.

SETH Thanks. Goddamn thing. You going to the Belle?

EXT. DRIVING THROUGH THE CITY STREETS

Seth and Joe.

JOE Slat Bikes are all junk. Stick with rubber on the road.

SETH Yeah but Gat Men pull up in them, they get respect.

JOE They get respect cause they run the town. How much did that thing set you back? How much? Seth holds a quarter idly in his palm.

SETH I was gonna pull up in it. Tonight. Heads or tails, call it         in the air. The coin lifts, floats several inches in the air, quivering.

5.

JOE Congratulations. You're pulling up         with me instead. Joe notices the floating quarter.

JOE (CONT'D)         And don't, if we're going in, don't          do that.

SETH Chicks dig TKs.

JOE It's tacky, don't do it. Seth catches the quarter, sullen.

JOE (V.O.) (CONT'D)         When the TK mutation started appearing in the general populace it was on every magazine - â€œNext Step in Evolution, what's next.â€ Everyone got tested. But turns out this was it, and now it's just a         bunch of assholes thinking they're          blowing your mind by floating quarters.

EXT. LA BELLE AURORE - NIGHT

A shitty but bright nightclub in the heart of the city. Flashy people shiver behind a velvet rope, huge black cars, big rollers in odd suits swept in by the bouncers. All trying very hard to be big time.

JOE (V.O.) Big heads. Small potatoes. Drives past, revving the engine.

EXT. PARKING LOT

Down the street. Joe tosses the keys to an attendant.

EXT. LA BELLE AURORE SIDE ENTRANCE

A dingy stage door in back of the building. Joe and Seth ring a buzzer, smile for a camera, and the door opens.

INT. COAT CHECK

A long dark hallway leads to a tiny antechamber with a coat check room used for guns. BIG CRAIG leans out of it, and stops the two.

6.

BIG CRAIG No loopers in the club on         Wednesdays, Joe. Gat men only. Seth backs towards the door, Joe stops him.

JOE We'll stick backstage, just meeting up. In and out.

BIG CRAIG Packing your blunderbusses?

JOE Hardly. Right Seth?

SETH Hardly. I'm with Joe. Big Craig pats them down, waves them in.

INT. BACKSTAGE

A claustrophobic maze of twisty halls and passages. DANGEROUS MEN and half naked SHOW GIRLS weave through. Joe expertly navigates the turns, going someplace. Seth struggles to keep up.

SETH So are we - hey - Joe has vanished. Seth stops meekly, butted by passing men.

INT. BORDELLO ENTRANCE

An ornate parlor, LACY WOMEN entertaining men. A velvet curtained doorway leads to back rooms. Joe lingers by the entrance, watching one girl in particular, SUZIE. Bold dark eye makeup. A BIG MAN leads her off through the curtains. Joe's eyes drop. Pained. A fat MADAME doesn't look up from her ledger.

MADAME No loopers on Wednesday, Joe. Gat Men only.

JOE So I've read. He ducks out.

7.

INT. BACKSTAGE

Joe plods. Dale, the Looper from the pawn shop, passes fast. Curious, Joe follows. They pass Seth, who tails after them.

SETH Hey, Joe. We leaving? Cuz, what- Joe? And Seth loses them again, butted back by passing men.

INT. STEEP STAIRS

A starkly lit steep stairwell leads down. Five or six young loopers gather at the top. Joe and Dale join them.

JOE What?

DALE Zach. In there right now, with Abe. Dale makes a quarter float above his palm. Joe rolls his eyes.

JOE For what?

DALE He closed his loop. This lands heavily on Joe.

JOE No shit? The door at the bottom of the stairs opens, and ZACH, another looper, steps out. An OLDER MAN'S HAND pats his shoulder then retracts into the door. The loopers watch him in awe.

JOE (V.O.) (CONT'D)         There's a reason we're called loopers.

EXT. ABANDONED LOT - DAY (FLASHBACK)

Zach stands waiting, checking his wristwatch, gun in hand. Obviously performing a similar ritual to Joe's.

JOE (V.O.) Time travel in the future is so         illegal, that when we sign up for this job we agree to a very specific proviso.

8.         Zach raises his gun.

JOE (V.O.) (CONT'D)         If our employers in the future get busted up by the law, their first priority is going to be erasing any trace of their relationship with us         ever existing. A flash of light, and a HOG TIED MAN with a sack over his head kneels in front of Zach. Zach fires, and the man's chest explodes.

JOE (V.O.) (CONT'D)         So. If they're busted, and if         we're still alive 30 years from now, they'll find our older self and zap him back to us, like any other job. Zach rips open the back of the corpse's jacket, revealing several dozen gold bars taped to his back.

JOE (V.O.) (CONT'D)         This is called closing your loop. Zach freezes. Looks at the shape of the corpse's face through the sack.

JOE (V.O.) (CONT'D)         And you get paid out a mythic amount of money, and you get a         handshake and get released from your contract. Enjoy the next 30 years.

INT. STEEP STAIRS

Zach reaches the top of the stairs, a grin on his face.

JOE (V.O.) This job doesn't tend to attract the most forward thinking people.

ZACH So are we celebrating? At the bottom of the stairs, a skinny young thug in ratty jeans. This is KID BLUE.

KID BLUE No loopers on fucking Wednesdays! The loopers collectively flip him off.

9.

ZACH Suck one, kid!

INT. LA BELLE AURORE CLUB - NIGHT

Lurid and very loud mixture of a dance club and cabaret. One by one the LOOPERS emerge from side exits, sneaking in. Paupers at the feast.

INT. LA BELLE AURORE BATHROOM - NIGHT

Joe and several other Loopers pass around an EYE DROPPER. Pupils slacken. The drug spins him into a slurred revelry.

INT. LA BELLE AURORE CLUB

Joe staggers out on the dance floor. Miles high.

EXT. LA BELLE AURORE - NIGHT

Joe and the loopers are kicked out by burly GAT MEN, followed by Kid Blue, pointing and yelling at them. The loopers laugh their asses off.

EXT. CITY STREETS - NIGHT

Joe's Miata screams through the abandoned city streets, racing with several other loopers in trucks and sports cars.

IN THE CAR Jammed with Seth and Loopers, Joe at the wheel. Still so         high. Suddenly one of the Loopers SHOUTS -- Joe slams the

BRAKES

EXT. VAGRANT VILLAGE - NIGHT

Screaming to a halt just shy of a malnourished BEGGAR KID. Caught in the headlights. Behind him, a miserable vagrant village in a field.

IN THE CAR Joe stares at the kid, frozen. A moment. Then spins the wheel, peels out. The Loopers hoot and shout. Joe's Miata screams along the dirt road bordering the vagrant village, whizzing past open fires and dirty huddled families. JOE'S FACE - serene and focused. Going somewhere.

EXT. SETH'S APARTMENT - DAWN

Joe drops Seth off at his building with its bright red garage.

10.

JOE Sell that goddamn slat bike back. That's a lot of stupid money.

SETH I got stupid money. Seth holds his hand under fuzzy dice hanging from Joe's         mirror, and they spin.

JOE Alright. Seth stumbles toward his door, checks his pants.

SETH I think I did something. You know what? TKs are special. Fuck you.

JOE Hey Seth. Seth slumps against the car.

JOE (CONT'D)         Alright, Zach. What's his payout, 30? 40? If that? That's not going to last you 30 years. And it         won't get you overseas.

SETH Overseas...

JOE So in five, ten years you're back to riding the rails, or worse you're like Kid Blue, working as a         gat man, wagging your dick at          loopers and roughing up shop clerks for payoff money.

SETH Fuckin Kid Blue.

JOE Save a little something. Alright? Cause that'll be yours, and then you've got yours and that's all that matters, your life is your own.

SETH I gots mine you gots yours. I wish I was smart like you. Saint Joe. Seth pats Joe's cheek, and waddles off towards his apartment.

11.

INT. JOE'S APARTMENT - MORNING

An alarm wakes Joe, red-eyed.

INT. JOE'S APARTMENT ENTRYWAY - MORNING

In his bathrobe, Joe checks his apartment mailbox. A slip of         folded paper inside, with â€œ14:30â€ handwritten on it.

INT. JOE'S APARTMENT

Dressed now, Joe double-checks his french book for a phrase and heads out.

EXT. FARMLAND ROAD - DAY

Joe's truck zooms away from the city, into corn fields.

EXT. CORN FIELD

Joe's pocket watch at 2:29, ticking away. A hog-tied MAN with a sack on his head appears before Joe. Shoots the man in the chest, without hesitation.

INT. DINER - DAY

Joe sits at a booth, the waitress Beatrix brings his coffee.

BEATRIX Bon jour Joe.

JOE Ravi de te voir, Beatrix.

BEATRIX Ooh la la.

INT. PAWN SHOP BACK ROOM - DAY

JEDD, 70s and knarled, sits in a tiny closet of a work room. Following a BUZZ, Joe appears on a fuzzy monitor, standing in         the hall.

JOE (OVER SPEAKER) Two, Jedd. Jedd opens a slot and takes two gold bars from Joe, then hands him out a small stack of cash. Marks in a notebook Joe's name, the date and the number â€˜2'. All the other transactions have the number â€˜4'.

INT. JOE'S APARTMENT

Joe smooths out the oriental rug.

12.

INT. LA BELLE AURORE CLUB - NIGHT

Joe drinks with Dale, watches a group of Loopers celebrating at another table.

DALE What's that, fourth loop closed this month? Dale casually makes a fork float above his palm, lifting his eyebrows at passing ladies.

JOE Fourth. On the stage, flinging her legs with a line of can-can dancers, is Suzie. The girl Joe watched in the bordello. As         her dance ends Joe stands and goes backstage.

INT. BACKSTAGE

Suzie weaves towards her dressing room. Joe catches her.

SUZIE Hey.

JOE You working a shift tonight?

SUZIE Yeah.

(REALIZES) Yeah, but one of the gat men bought me out already. For the night.

JOE Oh.

SUZIE Sweetie. I gotta work. She leaves him watching her go. He turns - sees Kid Blue leaning in the shadows. He's seen this whole exchange. The Kid smirks.

INT. LA BELLE AURORE CLUB

Joe bursts back into the club with a vengeance.

INT. JOE'S APARTMENT - NIGHT - LATER

Joe staggers in. Not doing so hot.

13.

INT. JOE'S BATHROOM - NIGHT

Looks at himself in the mirror. Eyes red as candy. He pops open a hidden drawer next to his medicine cabinet, pulls out an eye dropper and puts one in each.

INT. JOE'S APARTMENT - LATER THAT NIGHT

A harsh POUNDING. Joe, flopped on the bed, stirs. Then wakes with a jump, shaky on his feet. Goes to the door. A screen shows nobody in the hall outside. Still punch-drunk, Joe listens. POUND POUND POUND. The window. Joe slides it open. Seth tumbles in off the fire escape.

JOE Jesus, Seth.

SETH They're gonna be here any minute, are they here?

JOE No, they're not here. Who?

SETH Christ. Joe. Christ. Joe's eyes focus a bit, he tunes in to the situation. Turns the apartment lights off.

SETH (CONT'D)         (re: the lights) What are you doing? Right. Smart.

JOE Seth, sit down here. CRASH! Seth knocks something over in the dark. Joe opens the fridge, pale light. Seth sits at the kitchen table.

SETH Late to my own funeral. Mom always said...

JOE Tell me now.

SETH Christ, Joe. Late to my own goddamn funeral. Can you help me?

14.

JOE Seth, what did you do?

SETH You can protect me a little, right? Just so they don't... jeez. Oh         jeez. This is like a nightmare. This is a nightmare.

JOE (V.O.) I knew then what he did so I don't         know why I asked.

JOE (CONT'D)         What did you do? Seth lifts his eyes to Joe.

SETH He was singing.

EXT. CORN FIELD - DAY (FLASHBACK)

FLASH: a hog-tied man with a sack over his head appears. Singing. Seth, with his gun raised, hesitates.

SETH (V.O.) Through the gag and mask, but I         could hear the tune. Deep memories, my mom in a dark room, singing. Back warm and safe, when I coulda still been good. And once I knew it was him... Joe I         couldn't. I couldn't. I had to          see. Seth pulls the sack off the man's head.

INT. JOE'S APARTMENT

SETH Joe I can't even tell you. Looking in his eyes. I had to let him talk, then. I don't even remember the words, but I remember believing every one of them, or not even believing, but submitting. I've         never felt that small before. I've         never felt that happy. He told me. I remember, there's a new holy terror boss-man in the future, and he's closing all the loops. The Rainmaker, they call him. He told me.

(MORE)

15.

SETH (CONT'D)         Then he wanted a cigarette and I          untied him, and he gives me this look. And he just starts running.

EXT. CORN FIELD - DAY (FLASHBACK)

Seth standing with his gun in his limp arm, receding behind us as we run away.

SETH (V.O.) And I had my blunderbuss so I know he's got about fifteen strides till he's out of my range. And they come and go, and I just watch him till he's gone.

INT. JOE'S APARTMENT

Seth breaks down crying.

JOE (V.O.) This is called letting your loop run. It's not a good thing.

SETH What do I do? You're the only friend I got Joe you gotta help me

JOE You fucking idiot coming here. Seth, sucker punched.

JOE (CONT'D)         You can't be here, I'll give you a          little money but you gotta

SETH Joe? A little - where am I gonna -

JOE You hop a freight train, you beat it the hell out POUND POUND POUND. On the door this time. Seth makes a sound like he's going to die, Joe closes the fridge, hisses

JOE (CONT'D)         Shut up. Don't move. Goes to the door. Two GAT MEN and Kid Blue stand outside.

KID BLUE Open up Joe! (to the gat man) Watch the window.

16.         Joe spins from the door. Considers briefly.

JOE I can't do anything for you Seth. Seth crumples to his knees, grasping Joe's hand.

SETH No! You gotta hide me! Joe, hide me, please Christ please Joe please hide me tell em something to buy time and I'll leave please-

POUND POUND POUND.

JOE Hold on! Watching Seth, Joe's face breaks in a moment of decision. He         flips the lights on, and briskly pulls back his oriental rug. A FLOOR SAFE with a touch pad. He enters a code, opens it. Wide and deeper than you'd expect, lined with gold bars. Big enough for a man. Seth scrambles in. Joe takes one last look at Seth's frightened, grateful face, framed by the gold bars, then closes the safe and smooths the oriental rug. POUND POUND POUND- Joe opens the door. Kid Blue storms in, his gun drawn, sweeping through the apartment with over-eager purpose. One gat man stays outside, the other casually sits at Joe's         kitchen table. Kid Blue gets in Joe's face.

KID BLUE That took awhile.

JOE You think it's easy looking this good?

KID BLUE Tye's going to watch your apartment while we go have a talk with Abe. Joe grabs a jacket.

JOE There's coffee in the tin.

TYE Thank you.

EXT. LA BELLE AURORE - DAWN - ESTABLISHING

17.

INT. STEEP STAIRS

Kid Blue leads Joe down the stairs and into the door at their base.

INT. WAITING ROOM

Dingy with a few benches. In one wall three steep stairs lead to a high door. Kid Blue knocks. Muffled voice from

WITHIN:

ABE (O.S.) Two minutes.

LATER Joe and Kid Blue on benches, facing each other. The Kid stares daggers and spins his gun. Joe tries his best not to         engage.

KID BLUE You know why they call that pea shooter a blunderbuss? Cuz it's         impossible to hit anything farther than 15 feet, and impossible to         miss anything closer. A gun for fuck up turkeys. Not like a gat. A gat has range. Accuracy. His gun spinning gets fancier. His gun meaner looking than Joe's blunderbuss, long and slim and chrome.

JOE Alright, cut it out Kid. You're         gonna blow your foot off again. The Kid almost snaps back, but then grins.

KID BLUE You're right, it'd be real easy for it to accidentally go off. He clicks the safety off. Joe shifts uncomfortably.

JOE C'mon.

KID BLUE Don't disrespect a gat man, Looper. Joe stifles a chuckle. In a flash, the Kid stands and pistol-whips him across the face. Joe falls back. The Kid raises his gun at Joe. Frozen in that tableau a moment, the Kid savors his victory. Lowers his gun.

18.

ABE (O.S.) What the hell is going on out there- The high door swings open fast, SMACKING Kid Blue hard on the side of the head. His gun goes off, firing into the wall. Out of nowhere three gat men burst into the room, guns drawn. ABE, a sallow man in his 50s, appears in the high doorway.

KID BLUE S'alright, s'alright. Humiliated, the Kid tries to stand, but falls over again. After a moment everyone realizes what's happened, and the tension breaks.

ABE Alright. Joe. Joe climbs into the doorway. Kid Blue stands shakily.

ABE (CONT'D)         You didn't shoot your other foot off, didja kid? The door closes, and the gat men laugh at the Kid.

INT. ABE'S OFFICE

Cluttered, with a big desk. Joe sits, Abe hands him a         handkerchief for the ugly gash on his cheek.

ABE My great grandfather always told my         grandfather, men's like spiders. It's the little ones you gotta be         careful of.

JOE Dunno I agree with that.

ABE Oh yeah? Well. What the fuck did my great grandfather know.

JOE (V.O.) This man is from the future. He         was sent back here by the mob, a          one way ticket, to run the Loopers. That's low effort even for Abe, so         to pass the time he recruited some real muscle, the Gat Men. Now he         runs the city. Any other city, that'd be impressive. Abe settles in his chair. Regards Joe.

19.

ABE How can you kids stand those chokers? This, the cravats.

JOE Ties.

ABE Ridiculous. You're aware we don't         have a dress code.

JOE

(SHRUGS) Fashion.

ABE You know, you don't know, the movies you're dressing like were copying other movies. Goddamn 20th century affectations, do something new. Put a glowing thing around your neck or use... rubberized.. (waves at Joe's suit) Be new.

JOE Okay. A beat of silence.

JOE (CONT'D)         Well it was nice chatting with you Abe.

ABE I do like you, Joe. But we're sure enough Seth paid you a visit we're         gonna hafta do something about this.

JOE Seth?

ABE You're expecting we're gonna break your fingers with a hammer or         something awful, and I'm going to          diffuse that tension right now, that isn't going to happen. What's         going to happen is, I'm going to          talk for a little, not even that long, then you're gonna give up         your friend.

JOE My friend Seth? I'm confused.

20.

ABE Well then I'll talk a little. You know you were the youngest looper I         ever hired? You looked goddamn ridiculous they said, the blunderbuss up to here on you. But I remember they brought you in, I         forget what it was for,

JOE Watch shop.

ABE That's yeah, you had rolled one of         our fronts, a watch shop. And they had you, your arms pinned, this kid. Like an animal. But you looked at me, your hair stuck to         half your face so just this one eye looking at me. And I thought what's this kid lived through, what he had taken away from him. What's         he lost. And I could see, like seeing it happen clear as seeing it, the bad path in front of you, the bad version of your life. Like a vision I saw it happen, you turning bad. So I cleaned you up         and put a gun in your hand. I gave you something that was yours.

JOE You know I'm grateful, Abe. Genuine. But Abe shakes his hands, not where he's going.

ABE I gave you something that was yours. And I remember that kid, and I think when you ask yourself you ask who would I sacrifice for what's mine, I think Seth is deep and cozy inside that circle. Pause. Both their eyes go to a hammer sitting on the desk.

ABE (CONT'D)         That hammer's there for something else later, that's not, it's a bad coincidence.

JOE Okay.

ABE Show you how much I know you, I'm         not even gonna break you, just set you back a ways.

(MORE)

21.

ABE (CONT'D)         We know you've been stashing half your bars. Which is smart. You give up Seth, or you give us half your stash. For Seth. Joe holds Abe's gaze for a moment, then his eyes drop and it's over.

JOE Will you kill him?

ABE No. Would be too cataclysmic a         change to the future. What we'll         do is dangerous in that regard, but not as dangerous as killing him, and not by twice as having him run free.

(BEAT) Joe I let him run more than a few days, the boys in the future get nervous, then bing! my replacement shows up. With a gun. So we'll do         what we have to do. Silence.

JOE Floor safe, beneath the rug. 6742.         One of the gat men quietly exits.

ABE It's the little ones that get you.

INT. WAITING ROOM

Abe leads Joe out, past gat men and Kid Blue, smirking again.

ABE Why don't you kill an hour, Joe. On the house. After Joe exits, Abe and Kid exchange looks.

ABE (CONT'D)         Call the doc.

INT. BORDELLO ENTRANCE

Joe slumps in. Several girls, none of them Suzie.

MADAME Suzie's just getting off. Doubt she's up for it. He pushes through the velvet curtained door.

22.

INT. BLACK HALLWAY

A large gat man pushes past Joe. At the end of the hall, Suzie leans in a doorway smoking a         cigarette. Not sexy, just tired. She sees Joe, and is about to say no. But she sees Joe's eyes, and doesn't.         Exhaling a plume of smoke, she withdraws into her doorway. Joe follows. Through her smoke.

INT. SUZIE'S BEDROOM - LATER

Suzie naked at the mirror. She goes to Joe, lying on the bed, distant.

JOE I can't remember my mother's face. I remember her touching my hair. Like this. He takes Suzie's hand strokes it over his hair. She smiles briefly, tired, then takes her hand away and puts drops in         his eyes.

JOE (CONT'D)         Do you want to go overseas?

SUZIE Do I want to go overseas? With you? Now?

JOE Soon, maybe.

SUZIE Baby that's sweet. You're a sweet boy. You gotta be careful, it's         easy to think you know someone once you been like this. What's in here is services rendered.

JOE Is that how it aughta be?

SUZIE What, in nature?

(BEAT) You know I get this a lot. Especially young guys. I must have wife eyes or something. His face clouds.

23.

INT. JOE'S APARTMENT - NIGHT

Joe gets home. Empty, quiet. Everything in place. He goes to the rug, pulls it aside. Opens the safe. All the gold, and nothing else. One bar juts from the side, knocked out of place. He pushes it back, and when he lifts his fingers they have a         bright smear of fresh red blood.

EXT. CITY OUTSKIRTS - NIGHT

A hunched figure sprints through an abandoned lot towards a         train yard. It is a 55 YEAR OLD SETH. He limps up to a razor-wire fence bordering the train yard. Surveys the sharp wire, rips the lining from his jacket and wraps first his left hand then his right. But stops. On the palm of his right hand, a WEATHERED SCAR. Clearly carved in the shape of an arrow, pointing down to his wrist. Old Seth squints at it, confused. He pulls back his sleeve, revealing his clean bare forearm. Then his face changes. Because his arm is no longer bare. Suddenly, out of nowhere, more intricate scarring has appeared down its length. The scars spell out clearly: â€œBE AT 75 WIRE STREET IN 15

MINUTESÂ€ Old Seth's breath returns, jagged. He pulls his sleeve up         and hoists himself up the fence, climbing fast. He reaches the top, gets a good grasp on the wire to hoist himself over... and stops again. His right hand is missing a finger. The ring finger is just gone, its stump worn with age. Old Seth stares. And now his middle finger is gone as well. A freight train whistle moans. The cars, open and inviting, leading out of town. Behind him, the city. Terror and indecision seizes his chest, so much so that it         takes a moment for him to realize the sound of his breathing has changed to a ragged whistle.

24.         He lifts his hand, now with just two fingers, to his face...          and the smooth scarred hole where his nose used to be.

EXT. CITY STREETS

The train yard far in the distance. Old Seth RUNNING back into town. He looks down at his right hand, fingerless now but for his thumb. He speeds up, desperate. Cuts through an alley. And has no         right hand, just a stump.

OLD SETH No no no no no! A bell-like DING. Old Seth spins, sees a WEDDING BAND lying on the sidewalk. He picks it up with the four remaining fingers on his left hand, stuffs it in his pocket, sobbing. Bursts out of the alleyway, limping now, straight into the street and into the headlights of an oncoming car. The car screeches to a halt, and its harsh white light shows Old Seth's missing right ear, and deep scars down his face.

IN THE CAR Old Seth throws open the drivers side door and throws out the DRIVER. Jams on the gas. Speeding through the streets, hands slipping on the wheel. His pant leg crumples. Empty boot tangling with the pedals.

EXT. WIRE STREET

The car hits a pole. Out climbs what's left of Old Seth, his face mangled, missing a foot, one arm gone to the elbow. Street sign - WIRE STREET. The numbers, 45. He runs. Howling, missing his tongue. Arm totally gone. Then falls as his leg goes to the knees. And he's crawling, an animal form, bellowing wordlessly. Makes it to an iron street-side door. 75. And with his one arm, slams it. Slumps against it, heaving. After a long moment it swings open.

25.         With no hesitation, a BLAST from the darkened doorway, and Old Seth's head mists open. He slumps to the pavement. Kid Blue steps from the doorway, drags the body inside. Deep in the dark doorway we glimpse a DOCTOR in a surgical frock smeared with bright red blood. The door SLAMS.

INT. JOE'S APARTMENT - MORNING

Joe wakes with a start.

EXT. CORN FIELD

Joe's pocket watch at 2:29, ticking away. He takes his stance. Earbud headphones, the drone of French lessons. A hog-tied MAN with a sack on his head appears kneeling before Joe. Joe raises his gun without hesitation and shoots the man in the chest. Walks to the body, flips it. The man's hands, tied and purplish. Joe hesitates. Puts his hand next to them. Similar. He flips the man onto his back, stares long and hard at the shape of the man's face under the cloth sack. Tears it off. An older Asian man's face, frozen in terror. Joe smirks, the spell broken. His face hardens.

INT. PLANT - DAY

Joe watches the Asian man's body slide down the hatch and vanish in a puff of distant fire.

BEGIN MONTAGE: 1. Joe in the club, drinking, watching more loopers celebrate. 2. Joe in the field, he shoots a hog-tied man. 3. Joe in his floor safe, setting more gold bars. 4. Joe in the field, BANG. 5. Joe in the club, watching Suzie with her red hair. 6. Joe in the field, BANG. 7. In the plant, a body sliding into the fire. 8. Joe in the field, BANG. BANG. BANG. His face more determined with each shot.

26.

EXT. CORN FIELD - DAY

Our montage comes to an end suddenly and all is silent. Joe in the corn field, in his stance, ready to draw. But nothing happens. Silence. Joe checks his watch, confused. 2:30 and change. Waits. Watching the blank space where the man is supposed to appear. Hand on his gun. Breathing shallow. Something is wrong. 2:32. An eternity. Then, there he is. But different. Not kneeling. On his side, so he flops over and has to straighten himself. The man's hands are UNTIED. Holy shit. Joe raises his gun, scared. Time slows. Finger tightens on         the trigger. Then he sees: the man has NO SACK ON HIS HEAD. And the face that stares back at Joe is his own. 57 YEAR OLD JOE. His eyes fixed on Joe. And for just one split second, Joe's face slackens, and his finger eases on the trigger. It's all the hesitation Old Joe needs. He throws his body into a spin. Joe snaps out of it, and PULLS THE TRIGGER. The shot catches Old Joe square in the back, and the impact blows him forward. But instead of blood beneath his torn jacket's back, we see the layered gold bars spill out. They caught the blast. In what seems like one fluid motion Old Joe's fingers grab one of the bars, he spins again, throwing handfuls of dirt and the bar back towards Joe. Joe flinches, again just for a moment, and when his eyes focus again and his arm steadies the gun it's too late. Old Joe is on top of him, with a heavy blow knocking the gun aside, and with an even heavier one swinging down on Joe's         head, a fist and then

THE CORN FIELD, HOURS LATER Joe wakes. Blood caked on his face. Headphones beside him, still squawking French lessons. Sits up.

27.

JOE Oh god. Gold bars scattered in the dirt. But no Old Joe. And no         truck. Joe staggers to his feet, shaky. Head thick. But realizing.

JOE (CONT'D)         Late to my own funeral.

EXT. FARMLAND ROAD - LATE AFTERNOON

Joe runs, shaky, towards town. Fishes his phone-device from his pocket, chucks it.

EXT. JOE'S APARTMENT BUILDING - NIGHT

Across the street, Joe huddles behind a car, breathing hard. Looks up at his lit window. Debating.

INT. JOE'S APARTMENT HALLWAY

Joe walks silently towards his apartment door. It is ajar. He hesitates. Knows he shouldn't.

INT. JOE'S APARTMENT

Holding his breath, Joe edges in. It's ravaged, torn to         pieces. The floor safe is open, about half the gold bars missing. But the apartment seems empty. Exhaling, Joe works quickly. Knocks a tile aside, pulls a         wad of cash from the wall. A heavy jacket from the closet. Eyes dart around the room - what else? But too late -- footsteps in the hallway. Joe ducks into the bathroom just as Kid Blue and a TALL GAT MAN enter the apartment.

INT. JOE'S BATHROOM

Joe crouches. Outside, Kid Blue piles the man's arms full of         gold bars.

KID BLUE (O.S.) That's twenty four there. I'm         keeping count.

TALL GAT MAN (O.S.) Uh huh.

KID BLUE (O.S.) Two more trips should do it. Joe gently lifts himself off his haunches.

28.

INT. JOE'S APARTMENT

The Tall Gat Man exits, Kid Blue stays crouched over the floor safe hefting out bars, his back to the bathroom. In         the distance, a GUNSHOT. Kid Blue's head perks up. CREAK! From the bathroom. Quick as lightning, the Kid draws his gat and spins - but Joe is already upon him, full sprint. SLAM! Joe tackles the Kid backwards. But while Joe uses his momentum to leap over the OPEN FLOOR SAFE, the Kid tumbles back into it, vanishing inside with a painful thud. Joe scrambles to a stop, lifts the heavy safe trap door and SLAMS it down - just as the Kid's hand grasps the open edge. With a sickening CRACK, the trap door closes on the Kid's         fingers. A bellowing howl, his fingers withdraw, and the safe door clicks shut. The ELECTRIC BOX rigged to the code pad to         crack it clatters off, and whirrrr, CLICK. Locked. Joe, panting, goes on hands and knees to the safe door and shouts clear and earnest:

JOE Kid listen Kid. I'm sorry. Tell Abe I'm going to fix this. Tell him keep my bars safe cause I swear to god I'm going to fix this, I'm         going to find my loop and I'm gonna kill him. Tell Abe- CRACK CRACK! The wood paneled floor above the safe door splinters upwards with gunshots, and a chunk of Joe's right ear explodes. More blood than you'd think spills down his neck, Joe falls back. Three more shots - CRACK CRACK CRACK! And now footsteps running down the hall. Joe on his feet, slipping in his own blood, sprints across the apartment. The TALL GAT MAN appears in the doorway, shooting blindly at Joe, chunks of wall and plaster exploding as Joe doesn't stop but JUMPS OUT THE WINDOW.

EXT. JOE'S APARTMENT WINDOW - NIGHT

5 floors up, Joe leaps out, hits the fire escape, bullets shattering the window. Blind with blood, ears ringing, Joe barrels down the fire escape. A confused blur of iron steps, slipping and scrambling down, but now the tall gat man is out the window and shooting down at him. Somehow Joe slips and rolls, grabs at thin air, falling - three stories at least, falling. When he hits the ground the world goes away.

OLD JOE

29.

EXT. CORN FIELD - DAY

We abruptly CUT ON to a very familiar scene. Young Joe stands alone in the corn field, in his stance, ready to draw. But nothing happens. Silence. Joe checks his watch, confused. 2:30 and change. This is exactly the scene where Old Joe appears, being replayed before our eyes. But when Old Joe does APPEAR, it's         different: his hands are tied, his head covered with a sack. And something very different happens: Joe raises his gun and without hesitation PULLS THE TRIGGER. Old Joe's chest explodes. He falls dead. Joe approaches the body, and slows. Sensing something. He         pulls off the sack. The face of his older self. Old Joe. He flips him over. Gold bars CLINK beneath a bloody jacket. Joe has closed his loop.

INT. LA BELLE AURORE CLUB - NIGHT

The other LOOPERS buy Joe drinks and cheer him, celebrating.

INT. JOE'S APARTMENT - MORNING

His belongings in boxes. Joe unloads the GOLD BARS from the trap door.

EXT. CARGO SHIP DECK - DAY

Out at sea. Joe, bundled against the cold, leans on a         railing, eagerly watching the horizon.

INT. PARIS APARTMENT - DAY

Joe smoking in window of an empty apartment, half unpacked.

EXT. PARIS STREETS - DAY

Joe walking the city streets, breathing deep. Alive.

INT. PARIS BODEGA - NIGHT

Joe picks up a bottle of beer. Several FRENCH GANGSTERS in suits shake down the OWNER of the shop for money from the register. One holds a gun in the owner's face. Joe ignores them, walks out.

30.

INT. PARIS CLUB - NIGHT

Loud and dark. Joe shotguns eye drops right out in the open, dances like a madman.

INT. PARIS APARTMENT - DAY

Joe's apartment, unpacked and lived in. Joe smokes. In a NOOK behind a wall panel - stacks of CASH.

EXT. PARIS STREETS - DAY

Cloudy and cold. Joe wanders alone. Buffeted by strangers.

EXT. PARIS CLUB - NIGHT

Music pumping, Joe deadened at a table, in another world. Beside him a YOUNG PUNK makes a glass float using his TK         power, then shatters the glass. Red liquid goes everywhere.

INT. PARIS APARTMENT - DAY

Joe takes money from the stacks in the nook, which have grown drastically low. LATER - sets a hypo down in the ashtray.

INT. PARIS BODEGA - DAY

A GUN in the face of the shop's OWNER. Held by Joe. Several years older now, in his mid thirties. Dressed in a suit, surrounded by fellow GANGSTERS. Now part of their gang.

EXT. PARIS STREETS - NIGHT

A shoot-out between rival gangs. Joe's guns blaze. A remorseless killer. Blasting away, cold and skillful. Smashing up shops that won't pay protection. He's muscle.

INT. PARIS GANG HEADQUARTERS

A dingy dark hallway. Distant thumping bass indicates it's         maybe behind a club. The hall is lined with French Gangster, all similarly dressed. Reminiscent of the Gat Men. It takes us a moment to recognize Joe among them. In his EARLY 40s now. His face a hard weathered mask. A         soldier. (Note - it is here we transition from the actor         playing Young Joe to the one playing Old Joe.)

31.

EXT. PARIS STREETS - DAY

Snow on the ground.

INT. PARIS CLUB - NIGHT

Old Joe high as a kite, in an all out brawl. Punched to the ground. Laughing his ass off. A bar fight blossoms in slow motion all around. Old Joe looks up, sees the woman who will be his WIFE for the first time. Long red hair (reminiscent of but NOT Suzie.) In         a green dress. She flees the fighting, towards the exit.

â€œSORTIE.â€ Transfixed and high, Old Joe follows her. Puts his hand on         her shoulder. She turns, looks him over. Flips him off. Leaves. Old Joe watches her go. In love.

INT. PARIS CAFE - DAY

Old Joe hits on his future Wife, she tells him to fuck off.

INT. PARIS BEDROOM - DAY

Old Joe in bed with his future Wife. They kiss.

EXT. PARIS STREETS - DAY

Old Joe shoots up a storefront with his gang.

INT. PARIS APARTMENT - DAY

Old Joe's future wife yells at him, holding his gun holsters accusingly. She throws them across the room. LATER - He holds her in bed, both of them troubled.

INT. CAR - DAY

Old Joe driving. Deep in thought. His future Wife beside him, her hand on his. He hits the brakes.

EXT. FRENCH BEACH / HIGHWAY - CONTINUOUS

The car screeches to a halt on a beach side road. Old Joe gets out, runs across the beach to the water, pulling his gun out of its holster. He fires it out to sea till its empty, then throws the gun into the ocean. He runs back to his Wife, standing on the beach. They kiss. They fall to the sand, and kiss.

32.

EXT. FRENCH COUNTRYSIDE - DAY

A cottage in the country.

INT. FRENCH COTTAGE BEDROOM - NIGHT

Old Joe sweats and shudders out his drug addiction. His Wife tends to him.

EXT. FRENCH COTTAGE - SUNSET - YEARS LATER

Old Joe in his mid 50s, his Wife lying on a hammock with him, reading. Hands lazily entwined. A good life.

INT. FRENCH COTTAGE KITCHEN - MORNING - A WEEK LATER

The Wife cuts vegetables. Headlines (in French) scroll across a small floating screen, against images of         destruction. â€œGangland Terror Spreads, Who is The Rainmakerâ€ She turns it off.

INT. FRENCH BEDROOM - MORNING

Lazy, dust motes hanging in the sunlight through the windows. Old Joe in bed, in his late 50s. His Wife walks through, says something inconsequential, puts her hand on his foot. Draws it away, fingers sliding off gently. And is gone. We stay with Old Joe. His deep breath. The sun warming the sheets. Running water from the kitchen. His eyes focus on his hand. Written in faded ink on the palm is a number we do not recognize: 07153902935. A long moment. With all the violence in the world, the cottage's green front door is KICKED OPEN. Joe runs out of the bedroom half dressed, and GANGSTERS grab him, taking him down with a rifle butt to the head. His Wife is dragged from the kitchen screaming.

EXT. COTTAGE - CONTINUOUS

Dark cars parked out front. We watch the quiet facade for a         moment too long, violence that we don't want to think about happening inside. Then the door BURSTS open and Gangsters drag Joe out, sobbing thrashing and bleeding from his head.

33.

INT. BASEMENT - DAY

Concrete, nondescript. The Gangsters carry Joe in, now hog tied. Put a sack over his head. Lead him towards a machine, an iron monstrosity with a hatch. One of the men taps his watch - hurry. Another man pulls a         large lever, and the machine hums, warming up. Joe's face, covered with the sack. Breathing. Remembering: flashes of his WIFE, screaming. Then Joe LUNGES and somehow his hands are loose, he PUNCHES one man, tears off the sack, PUNCHES another man, a flurry and then it's over. He stands among a pile of broken men. Slowly takes stock. Looks at the exit. Looks at the faded number on his blood-smeared hand. A million things in his mind. But just one choice. The machine hums angrily. Ready.

INT. TIME MACHINE - CONTINUOUS

Like an iron coffin. Old Joe climbs inside. Braces himself. Closes the hatch behind him. Flash and crack and he is sent.

EXT. CORN FIELD - DAY

And appears in front of his younger self. The scene now plays out as it did the first time. Joe hesitates, Old Joe gets the upper hand, knocks him out. Old Joe looks around, gets his bearings. Stares at his younger self a moment. Then goes to the truck.

EXT. HIGHWAY - DUSK

Old Joe drives the truck into the city.

INT. BODEGA - NIGHT

Cramped. Old Joe walks in quickly, gets aspirin, wrapped sandwiches, bandages, big bottles of water. Removes his torn jacket, dumps it. At the register, the CLERK bags everything up. Old Joe pulls the blunderbuss on the clerk.

OLD JOE And your jacket.

34.

EXT. ALLEYWAY - NIGHT

Wearing the clerk's jacket, Old Joe takes four aspirin. Holds his head a minute, rocking gently.

EXT. JOE'S APARTMENT - NIGHT

On the street outside the building. Old Joe approaches, watching the window high above. Weighing his options. He scans the street. Spots an ARMORED VAN in the alleyway. Movement from behind it - Kid Blue and the Tall Gat Man loading their bars in the back.

OLD JOE Shit. Old Joe turns to go, but STOPS when his eye catches movement between parked cars. It's Joe. Young Joe, hid between the cars, looking up at the apartment building weighing his options.

OLD JOE (CONT'D)

(SOTTO) Don't do it. Idiot. Don't do it. After a moment Joe dashes across the street and into the building. Old Joe stays still a moment, watching him go. Ducks into shadows as Kid Blue and the Tall Gat Man step from the alleyway, wiping their hands.

KID BLUE Two more trips. They enter the building. Old Joe takes a breath, then casually walks down the sidewalk, past the alleyway, scoping the Armored Van. A GAT MAN DRIVER in the driver's seat.

INT. ARMORED VAN

The Gat Man Driver watches Old Joe disappear from view. Suspicious, he uncovers a GAT on the seat beside him. When he looks back up Old Joe stands in his headlights, blunderbuss raised. BANG! The windshield shatters, the Gat Man Driver is torn apart. Old Joe runs up, flings open the door, digs through the bloody mess frantically, finding the GAT.

35.

EXT. JOE'S APARTMENT

Old Joe dashes out onto the street as gunfire cracks from the high apartment window. Sharp eyes will notice that Old Joe's         right ear is now clipped off, an old wound. He dashes towards the apartment door, gun in hand, but stops when the window five stories above shatters with gunfire. Old Joe backs up, and sees Joe scrambling down the fire escape as the TALL GAT MAN fires down at him. Old Joe takes expert aim with the gat, and fires three shots upwards. The Tall Gat Man's gunfire stops. Joe slips on the fire escape, falls two stories and lands on         the hood of a parked car. Old Joe goes to him, checks his pulse. Behind them the TALL GAT MAN hits the sidewalk with a SPLAT. Old Joe goes to the tall gat man's remains, picks another gat out of them, and goes back to Joe's inert body on the car hood.

OLD JOE Stupid little shit. He lifts him in his arms.

EXT. CITY OUTSKIRTS - NIGHT

Joe wakes slowly, pained. Lying alone in an abandoned lot on         the outskirts of town. Slowly he takes stock of himself. Nothing broken. A tight bandage on his ear. A mournful train whistle, and he turns. Through a chain link fence, the train yard. He was put here for a reason. A man and a young boy in rags hop onto an empty cargo car, heading out of town. Joe watches the boy, his eyes angry. Stands shakily. And walks away from the train yard. Something like a HELICOPTER sweeps overhead, a spotlight zigzagging the area. Joe ducks into shadows, heading towards the city.

INT. LA BELLE AURORE BACKSTAGE

A swarm of activity, Gat Men rushing in and out.

36.

ABE (PRE-LAP) He ain't dumb like the last, we         gotta get lucky now. Cover the roads out of town. Sweep the streets, pull in his social circle, pound the pavement.

INT. ABE'S DEN

Map spread on a table. Gat men gathered around Abe.

GAT MAN 3 He'll hop a train. Fast and untraceable.

ABE Maybe. Sweep the train yard. Every second that passes is bad, go.

INT. ABE'S OFFICE

Kid Blue slumps in a chair, holding a rag to a wound on his head. Eyes wet from crying. Abe storms in.

ABE Stupid little shit.

KID BLUE I can't hear you Abe leans in next to his ear and shouts

ABE Well that's what happens when you fire a gat in a steel box you stupid little shit.

KID BLUE I can fix this. I can find him.

ABE Go home and let the grown ups work. Kid Blue.

EXT. CITY STREETS - NIGHT

More helicopters sweep the streets, searchlights blazing. Cars with Gat Men circle slowly, shining spotlights themselves. Joe leaps from the shadows, ducks behind a dumpster. Barely avoiding the light. He won't last long out here.

JOE Where would I go if I were me.

37.         He sprints into an alleyway, but Gat Men are coming down the other side with flashlights. Goes back the way he came, turns a corner.

EXT. SETH'S APARTMENT

Joe finds himself in front of a familiar BRIGHT RED GARAGE. Seth's apartment. Three stories up, Seth's darkened window. He looks up at it, hesitant but desperate.

INT. PUBLIC LIBRARY - NIGHT

A window shatters inward, punched through by a wrapped fist. A big reading hall, empty and dark. The broken window opens, Old Joe slides in. Weaves his way past the reading tables, finds what he's looking for at a desk. A suspended sheet of thin plastic turns out to be a computer. Checking his hand, he inputs the number. Navigates menus and windows, information flashing, searching.

EXT. LA BELLE AURORE - NIGHT

Gat Men in cars and helicopters patrol the streets. Kid Blue sits on the curb, smoking a cigarette. Seething at         his bandaged hand. Deep in thought. His eyes lift. An         idea.

EXT. SETH'S APARTMENT - NIGHT

The familiar red garage. And three stories up, Seth's lit window. Kid Blue pulls a small caliber gun from a holster concealed on his boot, enters the building.

INT. PUBLIC LIBRARY - NIGHT

Old Joe finishes printing several large documents that look like maps. He folds them up, pockets them. Dashes to the window, starts to heft himself up - And stops. On his hand, a smooth aged scar. Of an arrow. Pointing to         his wrist. Old Joe's breath catches. He pulls down his sleeve, revealing â€œBâ€ then â€œEâ€ Then â€œA then â€œTâ€... He bares his arm, reading the entire message.

38.

INT. SETH'S APARTMENT - NIGHT

The peephole screen on the inside of Seth's apartment door. Kid Blue manipulating a device, a shower of sparks blows the screen out momentarily, and the door swings open. Kid Blue storms in, his gun drawn, sweeping through the apartment with over-eager purpose. Empty. He deflates. Thinks. Goes to the peephole screen, touches it and a menu comes up. A little manipulating, and the image is rewinding. An empty hall, scanning back half an hour. Then: young Joe. Kid Blue stops scanning, hits â€˜PLAY'. Joe feels around the door jam, retrieves a key, and enters the apartment. Kid Blue exhales. Well Joe was here. Taps the screen again, it goes back to a live feed, and he's         about to step away when his eye catches something. He pushes a square on the screen, and the view changes. To a         live feed from a camera in the ceiling of the apartment. Excited, Kid rewinds this half an hour. On the screen: Joe enters the apartment. Rifles around a         little, then sits at the table. Head in his hands. Staring into space. Then goes to a kitchen drawer, opens it, gets something. Goes to the front door, takes something off the wall, briskly exits. Kid Blue stops the screen. He goes and sits where Joe sat. Stares where Joe stared. The kitchen counter. A blender, sink. Can labeled â€œCOFFEE.â€ Kid goes to the kitchen drawer Joe opened, pulls it open. It's full of knives. Kid goes finally to the door, looks at the wall. A small rack for keys, several hanging and one empty hook. Kid Blue stares into space, trying to put these pieces together. Lights a cigarette.

EXT. CORN FIELD - DAWN - ESTABLISHING

The sun rises over a flat endless field of corn stalks.

39.

EXT. CORN FIELD

We push forward through the green stalks at a brisk pace. They part before us, endless, hypnotic.

INT. BEDROOM - MORNING - FLASHBACK

The same from the previous flashback. Old Joe in bed, half asleep. A woman's arm under his neck. It slips away, and he kisses its wrist. Comfort, warmth. The woman, leaving. Her hand touches and slides off his foot, moving away.

EXT. DINER - EARLY MORNING

Old Joe emerges from the corn fields bordering the sidecar roadside diner. Fumbles in his jacket, dry-swallows four aspirin. Regains his footing. Walks around the diner cautiously. Parked in back behind a dumpster, SETH'S SLAT BIKE.

INT. DINER

Joe sits at a booth. Old Joe enters, steps up slowly, sits. A moment of silence. Along with his ear, Joe's hand and arm are now wrapped in         bloodied bandages. Joe's eyes go to Old Joe's arm. Old Joe pulls his sleeve back and shows him the scar spelling

â€œBEATRIX.â€ Beatrix the waitress steps up breezily.

BEATRIX Coffee?

OLD JOE Please. Black. And water.

BEATRIX Anything else?

OLD JOE

(TO JOE) Are we eating?

JOE I ordered something.

OLD JOE Steak and eggs, rare and scrambled.

BEATRIX Two steak & eggs coming up.

40.         She goes. Another pause.

OLD JOE We're not going to talk about time travel.

JOE ...ok.

OLD JOE Must hurt. His arm.

JOE Yeah. Didn't know if you'd

REMEMBER HER

OLD JOE I put it together. Clever.

(BEAT) Do I get the scar when you're cut, or when the knife is on its way down and it's inevitable that you're going to be cut?

JOE I'm not cutting myself again to-

OLD JOE I'm not asking you to.

JOE It's an interesting question, I've         just lost a lot of blood today.

OLD JOE You know there's another girl here on weekends.

JOE

(REALIZES) Sue.

OLD JOE Well. Have fun explaining who â€˜Beatrix' is for the next thirty years. Beatrix sets Old Joe's black coffee next to Joe's white.

OLD JOE (CONT'D)         How's the French coming?

JOE Good.

41.

OLD JOE (fast in French,

SUBTITLED)         I know you have a gun between your          legs.          Joe's face registers obvious incomprehension.

OLD JOE (CONT'D)         No? Well you'll get there eventually. Obviously.

JOE I don't care what you're here for, whatever you think you're going to         get from me. More time or whatever you want. I can't let you walk away from this diner alive. Because the next 30 years of my

LIFE-

OLD JOE JOE I'm sorry to cut off - sorry -are mine they're not yours to cut off this spiel you've they're not yours anymore you been practicing all night, can say anything you want but but I need you to need you to you're not walking outta here listen. Listen. alive

OLD JOE You know what the voice of god sounds like? See now good you're         confused now but you're listening. I hope the voice of god sounds like an old man speaking French. Old men speaking French sound like primeval trees in a strong wind, just irrefutable. Wise, strong, gentle, all these things in         harmony, complimentary. At once. Old men speaking French. Young men speaking French sound, without exception, like weenies. Fact. You ever hear a Frenchman under 40 try to sound threatening? It's         hilarious. English is a tight t-         shirt, flatters the young. Rat a         tat tat. French is a double breasted suit. Young man can put it on, but it always feels like he's putting something on. Some things, you just need the years. It's my favorite language.

JOE I've got a life ahead of me that's         mine and I'm not giving it up for you or anybody

42.

OLD JOE Well you know what you have to do         then why don't you take your little gun out from between your knees and do it. One in the head, two in the heart. Boy. It's all â€œanybodyâ€ and â€œneverâ€ and then you show up         here and think you can talk me into dying. Well bullshit we both know you're not going to kill me. Christ you ordered eggs. Old Joe downs two aspirin. Takes a breath.

OLD JOE (CONT'D)         I know why you couldn't pull that trigger. When you're tasked to do         the unthinkable, your mind, it'll          do anything it can to stop you. Only way is you gotta know why you're doing it, in your bones, so         you can say it out loud to someone without apologizing. Or you gotta cut yourself off, go numb. But that'll kill you, down the line.

(BEAT) It's hard to make eye contact with you. It's too strange.

JOE Your face looks backwards.

OLD JOE Yeah, that helps actually. That little twist of unfamiliar.

(BEAT) You're not winning some pissing contest by looking me in the eye, you didn't know what I looked like until yesterday, it makes sense that it's easier for you.

JOE I wasn't trying to. Do you know what's going to happen? Have you already done all this, right now, as me?

OLD JOE No not - exactly - I don't want to         talk about time travel shit, because we'll start talking about it and then we'll be here all day making diagrams with straws. It         doesn't matter.

43.

JOE When I hurt myself now, it changes your body. Do my actions change your memories?

OLD JOE It doesn't matter because I don't         know how it works. Nobody knows how it works. Time travel was an         accident, thirty years from now the smartest men in the world know exactly one thing about it that you don't: they know to be scared to         death of it.

(BEAT) My memory is cloudy, there's a         cloud. It's a, it starts clear then gets cloudy as it goes back.. Goddammit hand me those. Straws. Joe passes him two.

OLD JOE (CONT'D)         And the salt. No, the pepper. The pepper. Old Joe sets two straws about a foot apart, parallel, and pours pepper between them, thus:

OLD JOE (CONT'D)         Ok, the span between the straws is          a timeline of the next 30 years.

THIS (the left straw) is the present moment, right now.

AND THIS (the right straw) is the moment thirty years from now when I was sent back. The machine is tuned to a fixed time, you know that, 30 some years, it's not adjustable.

JOE What's the pepper?

44.

OLD JOE The pepper is a sort of fog. See my memories start clear here, (at the right straw) but as they go back they get cloudier, until they're totally obscured. It's like a fog. Because my memories aren't really memories, they're one possible eventuality now, and they grow clearer or cloudier as they become more or less likely. But then they get to the present moment (the left straw) And they're instantly clear again. Like a wall of fog moving forward with the present moment. I can remember what you do after you do         it. He pushes the left straw slowly towards the right, and it         pushes the pepper with it.

JOE So you can

OLD JOE And it hurts.

JOE So when we're apart you can remember what I do. After I do it.

OLD JOE Uh huh. But Beatrix brings their food, two identical plates. Old Joe awkwardly clears away the pepper and straws.

OLD JOE (CONT'D)         This is a precise description of a          fuzzy mechanism. Time travel fucks everything, my brain and body try to catch up. It's messy. That's         why it's dangerous. And it hurts. All I know I know two things for sure. I know what's happening in my         head. And I know that you're still going to meet her.

JOE Who? Old Joe takes a worn double of Joe's POCKET WATCH from his pocket, clicks it open. We don't see inside it, but he         stares at it intently.

45.

JOE (CONT'D)         This is a woman, what? I'm going to         fall in love with?

OLD JOE She's gonna save your life. Old Joe makes eye contact with Joe, for maybe the first time, and holds it. Unexpectedly naked on his face is the deepest sort of grief. Deep and unrelenting. Joe can't look at it, he breaks off his gaze. The grief is too much for Old Joe to swallow back down, so he         turns it into anger.

OLD JOE (CONT'D)         For a long time at the beginning she thought we'd have a baby. She would have been a good mother. She wanted that so much. And now I'm         saying sorry to a picture.

JOE She's. How is she, you said save my life.

OLD JOE Your life. Let's look. At your life. You're a killer and a         junkie. And a fucking child mentality, â€œMy life,â€ â€œwhat's         mine.â€ Save your life, you're          asking how? The question is why. Why would someone waste themselves on you, give up the good life they had, sacrifice a good life to love you.

JOE My life is my own, I don't need it

SAVED

OLD JOE Shut your fucking child mouth. She's going to clean you up and you're going to take her love like a sponge and you're both going to         pretend that she's saved you, you're so self absorbed and stupid.

(BEAT) Yesterday. Thirty years from now is yesterday. And I can remember it, it's going to happen. Let me         tell you what's going to happen to          this woman who saved your worthless life. A GREEN DOOR - Kicked in with all the violence in the world.

46.

INT. FRENCH COTTAGE - MORNING (FLASHBACK)

His Wife spins, as Gangsters burst into the entryway. Old Joe in bed. It plays out again. He leaps to his feet, is tackled by the Gangsters. They drag Old Joe from the bedroom. Though the hall, Joe sees the woman struggling against two Gangsters, her dress torn and bloody. One approaches her with the knife. Old Joe screams, struggles, but cannot stop them from doing what they do to her.

INT. DINER

Joe is not sure where to put his eyes.

OLD JOE Have you heard of the Rainmaker?

JOE Seth said, that night. A new boss in the future, he said.

OLD JOE The Rainmaker came out of nowhere and in the span of six months took total control of the five major syndicates.

JOE That would take an army.

OLD JOE But he didn't have an army. Legend is he did it alone. Alone alone. Don't know I believe the legend but he didn't have an army.

JOE How did he do it?

OLD JOE That's the question. And no one knows. Not only that, there's no         pictures of him. It's insane. There's stories he has a synthetic jaw. Things like that. But word spread quick about him through the ex-looper grapevine, even before his mass executions and vagrant purges and reign of terror, because the first thing he did was start closing loops. All of them. Exterminating the whole program. Cleaning house.

47.         Old Joe pulls the folded papers he printed at the library out of his jacket, puts them on the table.

OLD JOE (CONT'D)         Do you know what this is? This number. This number. On the back of his papers he scrawls the number: 07153902935. As he writes it, a phone starts ringing, bringing us into:

INT. OFFICE - DAY - FLASHBACK

An 8th story office, under siege. Gangsters down in the street fire up at the windows with guns. Helicopters pass by. The office door is blocked shut with a filing cabinet. On the phone - the looper DALE, but in his mid 50s. Battered and terrified. Holding a piece of paper, reading off it, on         the phone with Old Joe. The wall with the door in it EXPLODES inward.

INT. FRENCH LIVING ROOM - CONTINUOUS - FLASHBACK

The line goes dead. Old Joe hangs up. Looks at his hand, with the number. Standing in his cottage, before he was sent back. Through the window, his wife working in the garden. Old Joe closes his hand.

OLD JOE (V.O.) This is a piece of identifying information on the Rainmaker. I         can use it to find him, now, and stop him from killing my wife.

INT. DINER

Old Joe showing the number to Joe.

JOE None of this concerns me. We're         done we're gonna walk outside now.

OLD JOE This is going to happen

JOE It happened to you, it doesn't have to happen to me. (points: the pocket watch) You got her picture in there? Show it to me. Show me her picture. And when I see her for the first time I'll walk away, and she won't         be with me.

(MORE)

48.

JOE (CONT'D)         I guarantee the instant I look at          her picture that fog in your brain will swallow up the memories of her and she'll be gone.

OLD JOE Gone.

JOE She'll be safe. And then we can all do what we have to do. A beat. Old Joe holding the pocket watch, gazing at it. Then he snaps it closed in his fist, drawing it back.

OLD JOE No you don't understand. We don't         have to give her up. I'm going to         tell you why I'm here now. He puts his hand on the folded papers.

OLD JOE (CONT'D)         I'm gonna save her. A quick beat. Joe goes for his gun. But Old Joe is fast, he         jams his foot into Joe's crotch, crushing the hidden gun into him. Joe cries out, Old Joe grabs his hair and plants his face into the table. When Joe's hands go to his face Old Joe grabs them and pulls. Foot in his crotch, pulling his arms tight over the table.

OLD JOE (CONT'D)         The Rainmaker is alive right now. Living here, somewhere in this county. And I can find him with this. I need you to lay low, stay out of my way and not get caught. I know how to fix this, I won't         stop till I finish it. I'm going to find him and kill him. Joe's face loosens, his eyes on their coffee cups.

JOE It's been awhile since we've gotten a warm-up. Old Joe realizes, looks around. The diner is eerily quiet. Beatrix and the staff have all quietly left. Fled. Old Joe swings out of the booth, still holding Joe by the hair, dragging him like a doll. Joe's blunderbuss clatters to the ground. Old Joe drags him to the window. They look out. Nothing in the parking lot. Too quiet.

49.

OLD JOE It's been thirty years for me, so         it's hard to remember. When you stole Seth's bike you stripped out the security tracker. Right? Joe's fearful face says â€˜no.' Old Joe draws his gat.

OLD JOE (CONT'D)         Make it to the field, you can lose them in the field. Go east and hop

A TRAIN Joe punches Old Joe square in the jaw, and he goes down. His papers and gun fall. The diner door EXPLODES.

JOE I've got him! He's here! A GAT MAN barrels in, his gat blazing. Joe scrambles but Old Joe gets the gat. With an expert shot Old Joe puts the Gat Man down, but there are two more behind him. Pinned behind a booth, Old Joe returns fire, glass breaking and chaos. Joe grabs at the papers, Old Joe grabs them first and yanks. Leaving Joe with a torn-off top sheet. Joe scrambles away, down the length of the diner behind the booths, back to their table, as the Gat Men and Old Joe have their fire fight. Joe's blunderbuss on the ground beneath the table. He scoops it up. Turns, and fires at Old Joe.

OLD JOE Shit. Joe's blunderbuss hacks another shot, and the window behind Old Joe explodes. Old Joe makes his break, sprints for the broken window, jumps...

EXT. BACK OF DINER - MORNING

...and hits the dusty parking lot running. Towards the corn.

EXT. FRONT OF DINER

Kid Blue squats on his haunches with four more Gat Men, their guns trained on the diner door. Three Gat Men burst out, followed by Joe.

DINER GAT MAN The back, he's running!

JOE Around back!

50.         They all run around back, where Old Joe is halfway to the corn but not there yet. The seven Gat Men and Kid Blue and Joe fire their guns after him while running but they're too far away (and they're         running) so nothing hits. Joe blasts at the old man blindly, sprinting with all his might, eyes streaming tears in the dust. When Old Joe hits the wall of corn he seems to vanish. Four of the Gat Men follow him in, while the remaining pursuers slow to a stop, doubled over, panting. Defeated. It takes a few seconds for Kid Blue to realize that Joe is         there with them. It takes another second for Joe to realize that the dynamic has changed. He turns and runs back towards the diner, Kid Blue and the Gat men in pursuit. One of the Gat Men fires.

KID BLUE Alive! No, alive! Joe makes it to the Slat Bike, jumps on, hits the ignition.

CLICK.

JOE No fuck no fucking piece of shit CLICK CLICK. The Kid and the Gats closing in, and just the moment that Kid Blue lays his hands on the back of the bike the engine turns over with a ROAR. The back of the bike kicks up, heat and air blasts from the open slats beneath, blowing Kid Blue back on his ass. The bike HOVERS a few feet off the ground. Joe roars off into the corn. The Kid is on his feet running back to the Gat Men.

KID BLUE The tracker! Get the tracker!

EXT. CORN FIELD

Joe riding at full speed through the thick corn stalks. He         BAILS, snapping through corn stalks and rolling to a painful stop. The bike ZOOMS onward through the stalks, quickly out of sight. Pained, Joe lies still, breathing hard. Pulls Old Joe's torn paper from his pocket. On one side, the number Old Joe scribbled: 1027363259 He flips it over. It's a map. Mostly of empty farm land, bisected by a bold highway and scattered farm houses. One of them is CIRCLED IN BLACK.

SARA

51.

EXT. FIELD - DAWN

A bare field of churned chocolatey earth. Near its edge juts the dead stump of an old tree. A YOUNG WOMAN in work clothes named SARA chops away at the trunk with a large axe. Over and over, splintering it apart. Endless plains of corn surround the field. In the near distance, a two story farm house with an adjacent barn. Sara focused on her work as the sun rises.

EXT. CORN FIELD - EARLY MORNING

Sara fiddles with a garbage can sized DEVICE, and with a         crackle of mechanic thrusters it floats up and over the corn fields, spraying something chemical.

INT. FARM HOUSE KITCHEN - EARLY MORNING

Sara makes coffee.

EXT. FARM HOUSE PORCH - EARLY MORNING

She sits on a rocking chair, and mimes smoking an invisible cigarette. Our first good look at her face. Clear and beautiful, but it         has been here for awhile. The morning light changes from steel blue to pale white. Rocking gently, fake smoking and drinking coffee. Not going anywhere.

INT. FARM HOUSE BEDROOM - MORNING

Blinds drawn, dark. A FIGURE lies in bed. Sara steps in, puts her hand on the sleeping figure's foot.

SARA C'mon baby. Time to get up.

INT. FARM HOUSE KITCHEN - MORNING

Cooking eggs. The front door bangs. She looks up.

INT. FARM HOUSE FOYER

The screen door bangs in the wind. Sara inspects it. The latch is broken. She sighs. Then freezes.

52.         Through the screen door, some fifty yards across the front lawn, the dark figure of a MAN stands at the edge of the corn fields. Watching her. She watches right back for a long moment. Then grabs a shotgun mounted above the door and with no         hesitation at all plows outside. The dark figure vanishes into the corn fields.

EXT. FARMHOUSE FRONT LAWN

Sara storms down the porch and stalks across the lawn, shotgun extended. Not fucking around. Does not slow her pace until she is ten yards from the corn fields, where she plants herself and shouts:

SARA Listen up fucker. I have shot and buried three vagrants in the past year. If you want to know the Christ's honest truth I'm starting to get a taste for it. So I don't         care what hobo sob story you've          got, I get a dozen a week and it          cuts no cash with me. It's me and my husband here, we're broke and angry at our lot in this world and heavily armed. So take some corn and move on, but if you show your face again I will cut you the fuck in half. Silence. Just the wind in the corn. A long beat. Then Sara turns, walks briskly back. Moments later Joe's face pokes through the corn stalks. He         takes in the farm. The barn behind it. The fallow field.

LATER Joe sits in the same spot, a few feet in the corn but with a         clear sight line at the house. His gun on his knee. JOE'S FACE - Pale, sweating. Something's wrong. He winces. Pinches his eyes. Headache. The sun pounds down. He looks at the piece of map.

JOE C'mon. C'mere. C'mon. C'mon. C'mon.

53.

EXT. CITY - ESTABLISHING - DAY

Helicopters sweep by.

INT. ABE'S OFFICE

Abe stands fuming, flanked by two Gat Men. Kid Blue sits like a kid in detention.

ABE Well. You found him. And you russeled up a posse and went to git â€˜em. Like a good little cowboy from one of your movie movies. Without telling me.

KID BLUE I can do it again.

ABE You can fuck up again? Really. You know what happens to me if I         don't get that old bastard? I got too much riding, Kid, I can't         afford a fuck-up playing cowboy. Put your gat on the table. Fighting tears now, Kid puts his gun on the desk. But he         doesn't take his hand off it.

KID BLUE I wanted you to say I did good, that's all I wanted. This is all I         have. Abe puts his hand on the gat. Kids' finger still on the trigger. A tense moment. Abe pulls the gun away, across the table.

KID BLUE (CONT'D)         Please just give me one more chance, I'll bring him here alive and hold him and you can put a         bullet in his brain yourself- Abe grabs the hammer. SLAMS it on Kid's bad hand, crushing it. Kid howls, the Gat Men grab him.

INT. STEEP STAIRS

Kid is literally dragged up the stairs by a Gat Man.

INT. BACKSTAGE

The Gat Man shoves Kid Blue through the twisty maze of         backstage, past girls and Loopers and men.

54.         The Kid blubbers and bleeds. Humiliated. But he pulls himself halfway together. Make a show:

KID BLUE I'm gonna make this good again. I         will. I'm gonna be back.

EXT. ALLEYWAY - DAY

Raining. The Gat Man pushes the Kid out the back entrance door, into the alley. The Kid instinctively turns towards the street. But the Gat Man steers him back, deeper into the alley. The Kid realizes what this means. Everything changes.

KID BLUE Oh no. Oh no no no no         He fights in vain to break from the Gat Man's grip. Weeps, begs, clasps at whatever he can grab. The Gat Man turns a corner -- towards the alley's dead end.

KID BLUE (CONT'D)         No! No! No no no no! Shrieking. Annoyed, the Gat Man throws the Kid hard to the concrete. The Gat Man pulls his gun, raises it without ceremony. BANG. The Gat Man's face explodes. Staggers, his gun FIRES into the wall. He drops like a doll. Kid Blue lies in the rain, hyperventilating. His pant leg hiked up, showing his boot with its holster. In his mangled left hand, the small caliber PISTOL he keeps stashed. His pinkie on the trigger.

KID BLUE (CONT'D)         Oh. Cradling his crushed hand, dazed, he scampers off like a         soaked rat.

EXT. FARM HOUSE - NIGHT

Silent and still. Sara comes out onto the front porch. She gathers up a few things, turns out the porch light. Notices a floodlight still lit on the BARN across the yard. She turns the porch light back on. The dark corn fields, silent and vaguely threatening. She steps back in the house, emerging again with the shotgun.

55.

EXT. FRONT LAWN - NIGHT

Sara stalks towards the barn, shotgun in hand. Shadows loom across the yard. All is silent.

EXT. BARN - CONTINUOUS

She reaches the barn. A hard pool of light from a mounted floodlight falls off to inky darkness. Hits a metal switch near the barn door and the light snaps off. In its absence the darkness swarms. She briskly walks back towards the house, but slows. Stops. Turns. In the darkness by the barn, crunch crunch. Crunch. And maybe a shape. Deep in the swarming dark.

SARA Hey. Who's there. Sara levels the shotgun at the darkness, and steps back. Quiet but definite - crunch crunch. And now, definitely a         shape. A man. coming towards her.

SARA (CONT'D)         Stop right there. Stop!

EXT. CORN FIELD - CONTINUOUS

Joe slumped over unconscious where we left him, in the corn. Sara's shout wakes him with a start. Sweating, pasty. Disoriented. Something is wrong with him. In a flash of panic he parts the corn stalks, sees Sarah backing away from the barn. The dark hulking figure of a man pursues her slowly but steadily.

JOE

SHIT His hand goes to his holster but his gun has fallen out, he         scrambles in the dirt for it.

EXT. FRONT LAWN

Sara backing up still, shotgun leveled. The man, still in         darkness, comes towards her.

SARA You stop right there, you stop! She fires her gun in the air. The man pauses, but then continues towards her. She trips on a root, FALLS.

56.

INT. 2ND STORY BEDROOM - NIGHT

From a CHILD'S POV - We run across a darkened bedroom to the WINDOW. A child's hand smacks the glass, and framed through the pane, through the unseen child's eyes, this is what we

SEE: Sara on the ground, fumbling the gun. In trouble. The DARK MAN, advancing towards her menacingly. At the last moment, from the corn fields, JOE runs into the light and steps directly between them, shouts, his gun raised at the Dark Man. And the Dark Man STOPS.

EXT. FRONT LAWN - CONTINUOUS

Joe's gun leveled, face set. But the porch light on the man's face: it is not Old Joe. It is a man in his 30s, filthy, with down's syndrome. A         greasy sign around his neck: â€œPLEASE HELP MUWTE FOOD $ GOD

BLESS YOUÂ€ Joe lowers his gun, face melting.

SARA Jee sus. (to the MUTE VAGRANT) Hey, hey. I'm going to get you

SOME FOOD- But the man scampers off, leaving his sign.

SARA (CONT'D)         ...great.

EXT. SECOND STORY BEDROOM WINDOW

The child, in darkness, watching. He recedes into the bedroom, his hand slipping off the glass.

EXT. FRONT LAWN

Sara stands, picks up the sign, calls after the MUTE.

SARA Hey you forgot your greasy goddamn hobo sign oh for godssakes. (turns to Joe) Alright, what are you? Joe turns away from her quickly, but doubles over, crumpling to a heap on the grass. Sara checks his face.

57.

SARA (CONT'D)         Hey. Look at - hey. The fuck- ehh. Joe PUKES. She steps away. Takes a moment. Breathes.

EXT. FRONT PORCH - MOMENTS LATER

She drags Joe up onto the porch, under the light.

SARA Hey. Up here, at the light. Hey. Sara SLAPS HIM. Hard. His eyes snap open. He sees her face. She feels his head. Checks his eyes. Cherry red and veined, swollen under the lids.

JOE

(TOTALLY GONE) My head... splitting apart... time eventualities, he said-

SARA How long since you dropped?

JOE

DROPPED Sara mimes an eye dropper.

SARA Dropped, or what the kids call it.

JOE A day.

SARA One day. Wow. She leans back on her haunches, looks at him, deep in         thought. Deciding what to do. Joe lies prone, shaking, sweating.

JOE Thirsty. I can't feel my legs

SARA You're withdrawing from a synthetic barbiturate. It's a quick punch but it's this bad a day in, without care you might not make it through the night. Sara looks at his shoes. Beneath the caked mud, fine leather. Her eyes linger on his gun. They turn cold.

58.         She stands quickly without a word, vanishing into the house. Joe lies still, breath shallow. Turns his head, hazy.

JOE Thirsty. Thirsty. Soft footsteps approach. Small bare feet padding towards him through the front door. A young boy steps out onto the porch, 6 years old, named CID. Cid looks Joe over. His eyes linger on Joe's gun. Then he         kneels, his small hands feeling Joe's sweaty face. Pushes a         straw to Joe's lips. Joe's hands clasp around a plastic cup with a cartoon tiger, and he drinks.

SARA (O.S.)

(SHARP) Cid. C'mere monkey. Cid goes back into the house, leaving his cup with Joe.

INT. FARMHOUSE FOYER - CONTINUOUS

Sara tries to pick Cid up but he dodges, walks up the stairs.

CID Who's that man?

SARA Just a vagrant babe.

INT. FARMHOUSE UPPER HALL

Sara leads him down the hall and into his bedroom.

CID No he's not.

SARA Oh yeah?

CID His shoes are too shiny.

SARA Well aren't you a smart monkey.

INT. CID'S BEDROOM

He gets in bed.

CID Is he sick?

SARA Yup.

59.

CID Will he get better?

SARA Yup.

CID Promise?

SARA Go to sleep. Okay. Night baby boy. Kisses him.

CID Night Sara. Lingers over him in the pale light. Then goes.

EXT. HIGHWAY - NIGHT

A darkened highway, the lights of the farm house distant. A         small STAKE BED TRUCK rumbles up, stops on the soft shoulder. Sara at the wheel. Sits a second. Then climbs out. Roughly pulls Joe out of the flatbed. He lands in the dirt. Sara avoids looking at him, closes up the flatbed. Joe weakly grabs her ankle. She pries his hand off, and discovers CID'S CUP in the dirt beside him. Takes it         angrily, strides back to the truck.

INT. STAKE BED TRUCK - CONTINUOUS

Sara gets in, drops Cid's cup on the seat beside her. Looks in her rear view mirror. Leaving a man to die. Looks down at Cid's cup. For a long moment.

SARA Ssssshhit.

INT. BARN - NIGHT

Sara lights a gas lamp. Threads a hose from a tank of water around the cot. Joe on a metal cot, covered with blankets.

SARA Water. Drink it, all night, more than you think you want. Moves a metal bucket next to the bed. Adjusts the blankets.

SARA (CONT'D)         Aim for the bucket. And don't chew your tongue off. In the morning we're gonna talk.

60.         The last thing she does is handcuff his wrist to the cot and take his gun. On her way out she puts it on a bench beside the door, and turns out the floodlight.

EXT. CITY STREETS - MORNING

Dawn breaks. Exhausted Gat Men dutifully patrol the streets with flashlights, stopping every passerby. On the outskirts of the city. Vagrant fires burn distant orange. A large drainage pipe drips into a brackish creek.

INT. DRAINAGE TUNNEL

Underground. We move through it.

INT. RUNOFF ROOM

Cavernous space beneath a high street grating, damp and cold. Old Joe sits on the ground, methodically cleaning and loading his gun. He finishes. Places the gun on top of his folded, torn maps. Closes his eyes. Sees:

EXT. FRONT PORCH - NIGHT (OLD JOE MEMORY)

A bank of fog clears, revealing Sara's face looking down at         us. She slaps us hard.

SARA Hey.

INT. RUNOFF ROOM

Old Joe touches his temple. Head aching. Remembering.

OLD JOE The first time I saw her face.

EXT. FRONT PORCH - NIGHT (OLD JOE MEMORY)

Sara's face. SLAP!

SARA Hey.

INT. RUNOFF ROOM

OLD JOE No. No no. His POCKET WATCH sits open in front of him. He picks it up.

EXT. FRONT PORCH - NIGHT (OLD JOE MEMORY)

Sara's face. SLAP!

61.

INT. RUNOFF ROOM

Old Joe holds his pocket watch tight like a talisman. Fingers dug deep in his head.

OLD JOE No. The first time I saw her face.

INT. PARIS CLUB - NIGHT

A fist comes straight at us. SMACK! We reel back, revealing: the Paris club, crowded and rowdy. A piece of Old Joe's life that we've seen before. Joe (mid 40s) lies on the ground, lip bloodied, laughing hysterically at a YOUNG PUNK who has just hit him. A bar fight blossoms in slow motion all around. Joe looks up, sees the woman who will be his Wife for the first time. In her green dress. Whisps of fog drift into frame.

INT. RUNOFF ROOM

Inside Old Joe's pocket watch, a picture. Of his WIFE. The sun breaks in through the grate above. Old Joe closes the pocket watch, holds in tight. Then he stands and picks up the gun and goes.

CUT TO: A child stands in a massive doorway with blinding white light beaming through. JOE'S FACE - wrecked, but his eyes flutter. Blink.

INT. BARN - MORNING

Joe lies on the cot. Blinks. The barn doors, the morning sun rising through. If the child was there, he's gone now.

INT. FARMHOUSE KITCHEN - MORNING

Cid draws at the kitchen table. Sara enters.

SARA Morning monkey.

CID The man's up. Sara stiffens, looks out the window.

CID (CONT'D)         Is he staying here now?

62.

SARA No.

A WALL OF LEAVES Fingers part the green, and Old Joe peers through the dense foliage.

EXT. SUBURBAN STREET - MORNING

Old Joe hides in the trees across the street from a suburban track home. A young boy in a bright jacket runs out the front door and off down the street. Old Joe checks the folded map in his trembling hands. On it, this house is circled in black, exactly like Sara's farm. Stuffing the map in his pocket, he pushes out through the trees.

EXT. BARN - MORNING

Sara approaches the barn, her shotgun in hand. Joe sits on the ground just outside the open barn door, the metal cot behind him still handcuffed to his wrist. Methodically cleaning and loading his gun.

SARA Toss it. Joe freezes. Then, half annoyed

JOE I just finished cleaning - alright. Tosses it into the dirt. Sara lowers the shotgun slightly.

SARA How do you feel?

JOE I'm at thirty percent.

SARA Take it slow and by the end of the week you'll be at fifty. Good. She tosses him a key, he unlocks his handcuff.

SARA (CONT'D)         I took you in so you wouldn't die, and now you're not going to die.

(MORE)

63.

SARA (CONT'D)         So take the morning to rest, then you need to get off my farm.

JOE I can't do that.

SARA I'm sorry?

JOE I need to stay here for a little while longer.

SARA I am not cool with that.

JOE Well I'm sorry.

SARA Well I'm sorry too, you just lost your take the morning to rest privileges, get off my farm.

JOE No. Sara raises the shotgun.

SARA Get off my farm.

JOE No. You couldn't scare a retarded hobo with that thing. Literally.

SARA This is a Remington 870, one blast could cut you the fuck in half.

JOE And that's, that's telling. You're         holding a gun. I say I'm not afraid, so you describe the gun to         me. But it's not the gun I'm not afraid of.

(BEAT) What are you gonna shoot in the air? Blow a hole in your barn? To         scare me? Go ahead. But you couldn't let me die, you won't kill me.

SARA So now I saved your life that makes me weak?

64.

JOE Look I'm not a threat to you or         your boy. I need to be on your property but I'd prefer to not have any contact with you at all, I'll         stay in the fields. There's just one thing you need to do for me, and you won't have to deal with me         again. He takes the map from his pocket, unfolds it. Tosses it over to her.

JOE (CONT'D)         Just, verify for me that's your house on the map. So I know I'm in         the right place.

SARA What is this?

JOE A map.

SARA That's my house. Why is it marked?

JOE Doesn't matter. Ok. I'll be out of the barn in an hour, if you can spare it I'll take the water jug with me. Does that well have water? I'll fill it from there. Sara turns the map over. Sees the NUMBER that Old Joe wrote on the back. 07153902935.         And everything changes.

SARA What is this. She shows him the number. She is not asking what the number is - she knows. Joe is suddenly not so relaxed.

SARA (CONT'D)         What is this.

JOE Does that mean something to you? For the first time in their conversation, Joe looks in her eyes. Sara stares daggers, searching. Very different than she was ten seconds ago. Joe scoots back

65.

JOE (CONT'D)

HEY- And without hesitating Sara hefts the shotgun and SHOOTS HIM. BLAST! Rips his shirt open bloody, blows him back screaming.

EXT. PARK

Old Joe STOPS in his tracks, children running around him. His hand goes to his temple.

EXT. BARN - DAY (OLD JOE MEMORY)

Fog clears from Sara blasting us with her shotgun.

EXT. PARK

Old Joe's hand runs from his temple to his neck. Feels a new but old scar, just a little divot behind his ear.

INT. BARN

Sara drags Joe in by the foot. She heaves the barn door closed. In the lamp lit dark Joe rolls and groans in the dirt.

SARA Who are you? She shoves the shotgun barrel in his face, a rush of fury

SARA (CONT'D)         You're right I'm not a killer but I          am fine with how a blast of rock salt to your face won't kill you. Who are you and what are you here for? Who are you? Joe breathes hard, bleeding in the dirt with a shotgun in his nose. But he forces calm. A beat. Then he starts talking.

JOE Time travel hasn't been invented yet. But in thirty years it will be.

EXT. PARK - DAY

A suburban park. On its far end, a birthday party. The YOUNG BOY in the bright jacket we saw run out of the house earlier sits alone under a tree. Old Joe approaches him.

66.

OLD JOE Hi. Daniel, right? I'm Chad's         father. Aren't you going to come over? We're doing cake.

DANIEL It's ice cream cake and I can't eat ice cream. Cause of the milk.

OLD JOE Well you should join the party even if you don't have cake. You have a         birthday coming up?

DANIEL In July. We were gonna go to the lake but I don't think we are now.

OLD JOE I'm sorry. Old Joe leaves, walks across the grass. Having trouble breathing.

INT. BARN

Sara sits. Joe weakly talks, the end of a long explanation.

JOE I can't go back to the city and find him cause Abe, the boss, all his men are going to search the streets 24/7 till they turn up me         or... him. All I have is this map. And that he's coming here. Sara stands. Paces away. Deep in thought.

SARA A Looper.

JOE Yeah. Did you know about Loopers, what we do

SARA I've heard stories. So he's coming here to murder me and my son because he thinks we might be this Rainmaker. And once he kills the Rainmaker, what happens?

JOE I think... he thinks, the instant the rainmaker dies, he'll never have been sent back, so he'll just vanish, and be back with his wife.

67.

EXT. SUBURBAN STREET

The same track home Old Joe studied from the trees earlier. Daniel trots towards it, coming home from the birthday party.

INT. BARN

SARA Who is he? The guy you let run? Just some random guy from the future?

JOE Yeah. Someone. You know what these numbers mean.

EXT. SUBURBAN HOME BACK YARD - DAY

Well tended by someone who loves growing things. Laurels, ivy on trellises, flowers and trees. Daniel comes through the side gate. Lifts the back door matt, revealing a dusty key.

INT. BARN

Sara takes a pen from a workbench. Shows Joe the numbers:

07153902935         She draws lines with the pen, thus:

07/15/39[02935]

SARA This is my son Cid's birthday. And this is the hospital he was born in. Joe's face, taking this in.

EXT. SUBURBAN HOME BACK YARD

Old Joe. Sitting in a corner of the yard. Face set hard. Daniel stands, key in hand. Drops the matt. Slow motion. Turns. Sees Old Joe, standing now. Stillness between them. OLD JOE'S FACE. Struggling to be         stone, and then it is. He draws his gun in one fluid motion and FIRES. We don't hear the shot. We just hear the garden, the wind through the plants.

68.         And we just see Old Joe's face. Struggling now to remain stone. Numb he puts his gun away and exits.

EXT. PARK

Old Joe walks across the park. Map in his hand. Children play in the distance. Children's voices all around. Old Joe spins, his breath up into his head. The map falls to the ground. The park around him, green and full of children. He keels over onto his knees and cries. Grabs the grass, holds it in his fingers, thick and green.

INT. PARIS APARTMENT - AFTERNOON

The Wife stands at the edge of a bed. 35 and Full of life. Old Joe on the bed. Mid 40s. She unsnaps her GREEN DRESS and it falls, leaving her naked in the sunlight.

LATER On the bed. Old Joe and the Wife. Faces close. Drifting into sleep. From a neighboring apartment, a BABY CRIES. Loud and insistent. Old Joe opens his eyes, joking-annoyed at the crying baby. â€œGod you have to be kidding me.â€ Then he sees her face. Her smiling eyes, listening to the neighbor's baby cry. Like she's listening to music. She touches his hand.

EXT. PARK

Old Joe. Staring at the grass. On the map beside him: three circled houses around the city. And the torn corner.

INT. BARN

Sara holds the torn piece of map in her hands. Their house circled.

SARA Would he do this?

JOE Think about what doing this would fix. What he thinks it would fix. Sara caught that, and she did not like it.

69.

JOE (CONT'D)         He'll kill the other kids on that map and then come here last. Put off facing me.

SARA If he comes here, can you stop him? She turns the paper over in her hands.

SARA (CONT'D)         Given this, if I erred on the side of caution and believed all of         this, I'm asking. If I trusted you. Will you stop him before he         gets to my son?

JOE I've lost my life. I kill this man, I get it back. You can trust me.

EXT. FRONT PORCH - LATER

They sit on the steps, Joe stripped to the waist. Sara picks salt chunks from his chest with tweezers and antiseptic. Joe surveys the surrounding land, cleaning his gun.

JOE We're surrounded by the corn, that leaves us blind. He can get within fifty yards of the house without a         hawk spotting him.

(BEAT) What makes sense is, we burn the fields, level them. Sara realizes he's seriously asking.

SARA No you cannot burn down my corn fields.

JOE What kind of equipment's in the barn?

SARA Farm equipment.

JOE Nothing that shoots.

SARA No farm equipment that shoots. No.

70.         Joe finishes assembling his gun. Sara's eyes flick to it.

SARA (CONT'D)         You use what you need, set up          anywhere. But one thing, I don't         want you talking to Cid. I watch my son, you watch the corn. That's         the deal.

JOE Good by me. He hisses as she applies antiseptic to a gash in his arm.

SARA Hold still. Easy for things to get infected on a farm, start falling off.

(SOTTO) Pussy. Caught off guard, Joe almost smiles. Then grimaces.

JOE If I'm out here and you're in the house we're gonna need some way to         communicate.

SARA There's a dinner bell down by the barn, ring that if someone's         coming, I'll hear it.

JOE Dinner bell. We need walkies, or         buzzers.

SARA Dunno what we've got but I'll look. She spots Cid at the screen door, watching them.

SARA (CONT'D)         Cid. She goes to take him inside.

JOE Got any ammo for that shotgun? That isn't a seasoning?

INT. FARMHOUSE FOYER - CONTINUOUS

Sara leads Cid back into the house.

SARA How's the maths coming?

71.

CID I wanna help the man.

SARA Help him what?

CID I could help him with my toys.

SARA Baby. Listen. I need you to stay away from that man. Okay? Let him-

HEY Cid squirms out of her grasp, bats her away with a light but angry slap. She grabs his arm harder.

SARA (CONT'D)         Let him do his thing, but you stay with me.

CID Is he not good?

SARA Well we're gonna see what he is. But you stick with me. Yeah?

INT. DRAINAGE TUNNEL - EVENING

Old Joe's little hide-out. He violently washes his hands in         a trench of water. Slumps back, eyes blood red. Streaks of tears down his face. Reddish light fading to blue through the grating high above. Runs fingers across his forehead, spreading cooling water. His eyes close. His breathing shallows. In one hand he holds his pocket watch. He places the other on the gat. The map beneath it. Daniel's map location CROSSED OUT. Two others remaining. And the missing corner, edge torn. CLOSE ON Old Joe's face. Slipping to sleep. Then from nowhere a CHILD'S HAND enters frame and rests on         his forehead. Old Joe's eyes gasp open with terror

EXT. PORCH - NIGHT

but it's Joe who wakes up with a start. Slumped against the steps, gun in hand. Cid's hand on his forehead. Cid steps back quickly, puts his finger to his lips. Shhh.

72.

INT. FARMHOUSE FOYER - NIGHT

Cid leads Joe inside, beckoning him to follow.

INT. FARM HOUSE KITCHEN

Dark. Cid leads Joe to the kitchen table. Laid out on it: an arrangement of toys. With the deliberateness of a man at work Cid clicks on a         flashlight and sets it on the table. Works on several toys, cracking open cases, pulling out wires. Hands moving fast. Joe sits, watching Cid.

CID Hand me that Phillips. Joe hands him the screwdriver. Cid keeps working.

CID (CONT'D)         Tell me if you hear her coming.

JOE What are we doing here?

CID Commundication. He pushes a button on a small plastic box in his hands, and an identical one next to Joe lights up. The way Joe looks at Cid changes slightly.

CID (CONT'D)         But I need to make it stronger.

JOE How do you do that?

CID Bigger battery. Joe idly fingers a toy.

JOE Smart.

CID Do you kill people? Joe half laughs. Cid keeps working, his face in shadows.

AFTER AWHILE:

JOE Let's say I kill people.

73.

CID With your gun?

JOE Uh huh. Cid looks at him in the dark. Not scared at all. Then he         goes back to fitting the backing on a toy. A long beat, Joe thinking. Broken by a PIERCING NOISE. They both jump - the toy truck Joe has idly played with is         shrieking, sirens blaring. Joe fumbles with it, Cid reaches over and switches it off, they both freeze. And look up at the ceiling. Silence in the house. With a look of reproach beyond his years, Cid takes the truck from Joe and finishes up his work.

JOE (CONT'D)         How long have you and your mom been on the farm?

CID She's not my mom. My mom got killed when I was a baby. Someone bad, bad men killed her. Cid sets the two finished BUZZERS on the table.

JOE I'm sorry.

CID Sara doesn't think I remember cause I was a baby. But I remember my         mom. I couldn't stop her getting killed. I don't remember it all but I remember. I was a baby. I         couldn't do anything. I couldn't         stop it. Cause I was a baby. Cid is crying. Joe has never been more at a loss.

JOE I'm sorry Takes the buzzers. Stands, fumbling. Retreating.

74.

JOE (CONT'D)         You should talk to your mom about this.

CID She's not my mom. She's a liar. With one last look back at Cid in the dark, Joe exits.

SMASH CUT TO:

EXT. CITY OUTSKIRTS STREET - NIGHT

Old Joe. Running hard. Sirens, flashlights behind him. Being chased. Zig zags through an alleyway, a pursuing car smashing up         behind him. Bursts out onto the street, nearly hit by another car. Shouts all around, a few shots. Surrounding. He runs.

INT. ABE'S OFFICE

A Gat Man briefing Abe, who hasn't gotten much sleep lately.

GAT MAN 1 -spotted him coming out of a sewer tunnel on the west end, he's on the

RUN

ABE Every fucking car, every gat, every cop - get â€˜em down there! Flood that fucker! Take him down!

EXT. CITY STREETS - SEEN FROM HIGH IN THE AIR

Cars, motorcycles, cop prowlers, all roar to life and blaze through the city streets in one direction.

INT/EXT. HALF BUILT HIGHRISE

Kid Blue, squatting in the 10th story of a half finished highrise, looks down on the activity in the streets. Spread on the floor are maps with notes. He's been searching for Old Joe. And now his eyes are alight. He bolts for the stairs.

EXT. CITY OUTSKIRTS STREETS - NIGHT

A small park on one block. With a playground. Swings, and a         merry-go-round. Gat men sweep the park.

75.         After they pass, Old Joe's face pops up under the merry-go- round. He crouches in a shallow space beneath it. He sees: Across from the park, a cheap APARTMENT BUILDING. He checks his map - the 2nd circled address. Kid number two. He waits.

EXT. FIELD - EARLY MORNING

Sara chops the dead tree trunk in the field, greatly diminished but still formidable. Joe approaches.

JOE Can't you pull that out with a         plow?

SARA Uh huh. She keeps chopping.

JOE I found a, in the barn I found some parts, and I made a, thing. Joe pushes one of Cid's BUZZERS into her hands, which we now see is a colorful plastic frog toy with a light bulb nose.

JOE (CONT'D)         If you see anything, just push that, and, Joe pushes the button on his buzzer, and Sara's lights up and vibrates. She regards the toy, then stares hard and cold at         Joe.

JOE (CONT'D)         It's important.

SARA When?

JOE Last night. He woke me up. Don't         tell him I told you though, he...          Sara rolls her eyes, turns away. Starts chopping again. Joe doesn't leave.

SARA What?

JOE You said you were his mom.

76.

SARA Uh huh.

JOE He told me you're not. This hits Sara hard. She resumes chopping to cover it.

SARA He said that?

JOE If he's not your son who is he?

SARA

(SHARP) He's my son.

(BEAT) I had Cid when I was twenty two. But I didn't want to give up my         life. In the city. The word â€œcityâ€ has weight for her. Implies volumes.

SARA (CONT'D)         So I dropped Cid with my mom, here. And my sister. And they saw how I         was living and they took him. My         sister raised him here, she loved him. He called her mom.

JOE How'd she get killed? When Sara's eyes hit him they're daggers.

JOE (CONT'D)         Cid told me. You have to talk to         him about it. Icy silence from Sara, and an odd stare.

SARA I told you one thing, I told you to         stay away from my son.

JOE He asked about my gun. You think this is going to go away if you don't talk to him about it but it's         just gonna grow

SARA Stay out of it. Stay the fuck away from my son.

77.         She goes back to chopping. Joe lingers, then leaves. She hacks away.

EXT. FRONT PORCH - EARLY MORNING

Sara sits with coffee, looking out at the fields. Deep in         thought. She takes a drag from her pretend cigarette.

EXT. CHEAP APARTMENT BUILDING - EARLY MORNING

A motel style building. Gat Men in cars pass occasionally with spotlights and radios, but the activity has calmed. Old Joe slips around a corner. Staying hid. Checks the address on the map. 12 Talbott Dr, #205. Makes a break for stairs leading to the 2nd level. But just at that moment a car pulls into the building's lot. Old Joe ducks under the stairs. Holding his breath. The car parks. Door slams. Footsteps. A WOMAN. Slumping exhausted, up the stairs. And through the slatted steps Old Joe sees her face flash by. It is Suzie, the girl from Abe's brothel. Old Joe's face, pure disbelief. He recognizes her instantly. It can't be. He gingerly steps half a foot out. Looking up he can see the apartment doors above. Suzie walks down the landing. Towards apartment 205. Jesus it can't be. Then she passes it. Keeps walking. Old Joe's eyes, relieved. She stops at the next door over, knocks. It opens, vaguely indistinct conversation between her and the girl that answers.

SUZIE Sorry, I know I promised five, you know how it gets.

GIRL NEIGHBOR Don't worry sugar. She was no         problem. Gat men searched through here, lookin for god knows...         Suzie disappears into the apartment. Re-emerges, holding a         sleeping 6 year old girl. She whispers goodbye to the neighbor and walks back to APARTMENT 205. She enters.

78.         Old Joe, frozen. Gun in his hand. Face numbly: â€œYou have to         be shitting me.â€ He climbs the stairs. On the 2nd story landing. To 205. Breath held, back against the wall. Peeks in the window. On the couch, Suzie holding her daughter. Head in her lap. Stroking her hair. Suzie's back is to us, and with her long red hair down, she is eerily reminiscent of Old Joe's wife. Old Joe watches them for a long time.

EXT. FARMHOUSE FRONT PORCH - DAY

Joe sits, watching the corn. It rustles in the wind. Hand on his blunderbuss. Beside it, his frog buzzer. The tension is constant. And it's a long, long day.

INT. FARMHOUSE HALLWAY - LATER

Sara vacuums while Cid plays with toy trucks.

INT. FARMHOUSE LAUNDRY ROOM - LATER

In the basement, bare concrete. Sara empties the dryer.

INT. CID'S BEDROOM - LATE AFTERNOON

Sara sits on the floor with Cid, putting numbered tiles on a         plastic multiplication table.

SARA Where does 56 go? Good. 21.

CID How long can you not sleep?

SARA I don't know, awhile. That's a         good question. Where's it go. Good, there. 32.

CID We should help Joe watch.

SARA Joe?

CID Cause he can't stay awake all the time.

SARA He isn't our business.

79.

CID He's keeping us safe

SARA Baby. Let's do this now. You have 32 there, I know you know this one.

CID I want to help him. Sara is distracted by a distant bell-like DINGING.

SARA Cid. 32.         She goes to the window, looks out, nervous. But it's just a loose LAUNDRY LINE down in the yard, whipping in the wind against its metal pole. In the distance, Joe paces the yard. Relieved, Sara returns to Cid. He sets the tile, petulant.

SARA (CONT'D)         No. Eight times three is what?

CID Thirty two.

SARA Eight times three is what?

CID Thirty two.

SARA I want you to count three eights.

CID Eight. Sixteen. Thirty two.

SARA Are you telling me you want alone time?

CID No.

SARA Okay. Why don't you put that where it belongs? Deliberately, Cid lifts the tile and sets it straight back down on the same spot.

SARA (CONT'D)         Alone time.

80.         Then like a knife in a fist fight:

CID He's protecting us cause you can't         do it.

SARA Ok. I told you to stay away from

HIM

CID I never did anything

SARA Do you think I'm stupid?

CID So?

SARA I told you already Cid is building into a temper tantrum fast.

CID So?

SARA You do what I tell you

CID You can't tell me what to do you're         not my mom. (a deadly beat) You're not my mom! You're a liar and you're gonna get killed and you won't stop lying! Cid lunges at her, Sara slaps him back. Not hard, but Cid scoots back, eyes furious.

SARA

CID BABY

CID You're a liar! Liar! I hate you because you're lying! I hate you! Liar! You're lying to me! Sara scoots back.

SARA

CID

CID You're lying!

81.         Cid stands, balls his fists, SCREAMING at her. Sara pushes back away from him. Maybe a cloud passed over the sun. The room darkens. And we see it now, in her eyes: Sara is afraid. She bolts out of the room.

EXT. UPSTAIRS HALLWAY

Sara walks fast down the hall

INT. SARA'S BEDROOM

Not slowing, through her bedroom

INT. SARA'S CLOSET

Into her walk-in closet, to a huge steel safe tucked in back. She opens the safe with trembling hands. And climbs inside.

INT. SAFE

Closes the heavy door. Turns on a small LED light. And waits. Cid's screams distant but not lessening.

EXT. BARN - CONTINUOUS

Cid's screams from the house, clear as day. Joe paces in front of the barn. Turns his head back towards the house, not sure what to think. The screams stop. Joe turns uneasily back to the swaying corn.

INT. CID'S BEDROOM

The math game scattered, numbered tiles everywhere. Cid lies face down on the bed, cried out. Sara enters quietly. Sits on the bed beside him. Strokes his hair. He folds into her, and they're holding each other tight.

EXT. CITY STREETS - DAY

A Gat Man named CANADY strolls out of a donut shop, coffee in         hand, and gets in his car.

INT. CANADY'S CAR

Canady starts the car up, starts driving.

82.         Somehow not seeing Kid Blue crouched clear as day in the passenger side foot-well.

KID BLUE Hey Can. Can. Canady sees him, jumps and yelps. The sedan swerves, scrapes to a stop against a parked car. Coffee everywhere.

CANADY Jesus, fuckin Kid Blue what the

FUCK

KID BLUE Pull into that alley.

CANADY You get the fuck outta

KID BLUE You don't wanna be seen with me         Canady, pull in the alley. Canady glares at him, but pulls the car into a narrow alley, parks it.

CANADY The fuck are you still doing in         town, Abe wants you dead man

KID BLUE All Abe wants right now is the looper. Unless he got him last night?

CANADY Jssshhh. No we didn't get him. Spotted and lost him. West End, near Whore's Alley.

KID BLUE Whore's Alley?

CANADY That area, Mott & Talbott, little working girl colony.

KID BLUE (has a thought) Whore's Alley..

CANADY You shoulda left town man.

83.

KID BLUE I'm gonna bring him in, get right with Abe.

CANADY Yeah, maybe you bring him the looper, but short of that Abe don't         get right with priced men.

KID BLUE I got a price?

CANADY Big one. Canady locks the car doors. And in that one moment, Kid Blue pulls Canady's gun from his holster. Holds it on him. A tense moment.

CANADY (CONT'D)         Course I'd never turn a friend for

A PRICE

EXT. ALLEYWAY

BANG and the drivers side window explodes outward bloody. A moment, then Kid Blue stumbles out, holding his ears in         pain. Off down the alley and out of sight.

INT. CID'S BEDROOM

Sara lies with Cid, both asleep. Distant but sharp, a bell ringing. It's unmistakable this time. The DINNER BELL. Sara's eyelids flutter. She hears. Stiffens. The bell stops suddenly. She stands, careful not to wake Cid.

INT. FARMHOUSE FOYER - CONTINUOUS

Sara rushes quietly down the stairs. Through a doorway, she sees the Frog Buzzer sitting on the living room coffee table. Lit up and buzzing. She goes to the front door, throws it open. And is face to         face with a tall Gat Man named JESSE. She freezes.

JESSE Evenin ma'am.

SARA Evenin. How can I help you?

84.         Joe is nowhere in sight.

JESSE You can start by accepting my         apologies re the hour, I hope I          didn't catch you in supper.

SARA No, that's fine.

JESSE Yours was the last house on my list today, been walking between empty farms all day in the hot sun. Thought I'd tick this off my list, not have to come back tomorrow.

SARA What's this about? Back in the house somewhere, a screen door bangs.

JESSE You alone here, ma'am?

SARA My husband should be back from the city, any time now.

JESSE Happy to hear. Could I trouble you for some water?

SARA Course. I'll get some, you can take the glass with you.

JESSE Actually ma'am, my business tonight, this ticking off the list business, it's gonna require me         coming in. If that's alright. Jesse shifts his weight, and Sara notices his heavy boot is         now a few inches over the door jam.

SARA Will you tell me what this is         about?

JESSE I will, yes. Can I come in? Hanging above the door, just over Sara's head: the shotgun. Possibilities whirling through her mind.

85.

JESSE (CONT'D)         Ma'am? Silent decision, and she steps aside to let him enter.

INT. FARMHOUSE KITCHEN - CONTINUOUS

Joe slips in through the screen door, gun in hand. Freezes in the kitchen, listening.

JESSE (O.S.) I'm a deputized police officer, we're looking for an escaped criminal, just doing a sweep. Seen anyone through here the past two days, vagrants?

SARA (O.S.) No, vagrants are always passing but nobody near the house. Footsteps, as they walk deeper in the house. Joe can't tell if they're coming through the living room or hall. He         hesitates.

JESSE (O.S.) This man, here.

SARA (O.S.) He's young. No.         Then at the last moment Joe slips out the hallway door, as          they enter from the living room. Sara leads Jesse in, holding a photograph of Joe. She pours him some water. Jesse hands her a second photograph.

JESSE We're looking for his father too, similar look and build but late 50s. May or may not be travelling together. This one is a print-out from a security camera in the Bodega, of Old Joe holding a gun on the checkout clerk. Sara's eyes linger on Old Joe's photo, side by side with Joe's. Mind spinning. Maybe making the connection, we're         not sure.

SARA No.         She tries to hand the photos back but Jesse doesn't take them. He notices the toys on the table.

86.

JESSE Keep em. Kids with your husband?

SARA Yeah. Just one.

JESSE How old?

SARA Eight. Jesse pokes his head into the hallway, just missing Joe slipping through the hall and into the living room. He lifts his glass, drinks.

JESSE Thank you.

SARA I'll show you round the grounds, then the house, then you can be on         your way. Sara holds the screen door open for him.

JESSE We'll start with the house. Jesse strolls into the living room, and we follow him.

INT. FARMHOUSE LIVING ROOM

He sits on a couch, taps on a small folding phone. Sara follows him.

JESSE Eight, you said? Boy? And your husband. Just gotta, check in. With the home office. This goddamn thing.

SARA This man dangerous?

JESSE Tween you me and a lamppost? No. Sweet kid. But he's wanted. My         boss has half the city's looking for him. Half the city and me. So. And if you find him, there's a         helluva price. Think on that if he         comes by, acting sweet. Behind the couch, Joe crouches unseen. He looks up and sees Cid in the foyer, standing halfway down the stairs.

87.         If Jesse turned his head he would see Cid clear as day. Joe motions for Cid to get out. Cid points to Jesse, makes a         GUN with his hand. Asking Joe. Joe shakes his head, sharply motions: get out! Cid silently creeps down the stairs. He is in full sight of the living room, but Jesse doesn't         look up from his phone. Cid vanishes down the hall. Jesse looks up, stands.

JESSE (CONT'D)         Alright, show me upstairs. The screen door in the kitchen creaks and bangs. Jesse looks sharply at Sara.

SARA Drafts, in the house. Jesse is already moving fast to the kitchen. The instant Jesse exits, Cid appears again in the hallway. Opens a small door under the stairway and beckons Joe.

JESSE (O.S.) This door doesn't latch?

SARA (O.S.) It used to, it's busted. Joe hesitates, then silently dashes over and in.

INT. FARMHOUSE FOYER

Cid follows him in, down steep concrete stairs. Pulls the door closed behind them. It CREAKS. Jesse steps out into the hallway, gun drawn. Sara behind him.

JESSE Drafty house.

SARA Farm house. Jesse walks to the thin wooden door. Opens it. Closes it. CREAK. He looks at Sara.

JESSE What's down there?

SARA Laundry room. Door must've blown open.

88.         Jesse opens the door, then looks at Sara gravely.

JESSE Two things. First, I have a family of my own back in the city, and I         want to see them again. Second if         anything happens to me, and I don't          report back to my boss people in          fifteen minutes, they're gonna know I disappeared searching this house, and inside of another fifteen you'll have an army of more me's         kicking down your door. Ok?

SARA It's a laundry room. Jesse motions - her first.

INT. FARMHOUSE LAUNDRY ROOM

Bare concrete basement, starkly lit by a hanging bulb. The only things in the basement are a small washer and dryer, and a large canvas hamper the size of a fridge. No windows. Nowhere else to go. Jesse levels his gun at the hamper.

JESSE You want to call out whoever's         hiding in that hamper?

SARA If someone was hiding in the house, that's what I'd do. But nobody is         in the house. Open it up.

JESSE No I think I'm gonna put a shot through it just to be safe. He raises his gat. Sara stiffens slightly.

JESSE (CONT'D)         You wanna call him out? Sara stays silent. A long beat. Then Sara strides over, pulls the hamper open. Empty. She throws open the washer and dryer. She takes the bucket and shakes it upsidown, dumping out the water, shows him it's         empty.

89.

SARA Now if you promise not to wag your gun at my shoe rack I'll show you upstairs then show you the fuck out. She storms up the stairs. A little cowed, Jesse holsters his gun and follows her. The water from the bucket flows in a small stream across the room, and into a drain hole under the hamper.

INT. TUNNEL

Dark and earthy. Cid leads Joe with his flashlight.

EXT. BARN - LATE AFTERNOON

Just outside the barn, a trap door covered with earth opens two inches. Joe and Cid prop it open, and peer out at the house.

INT. CRAWL SPACE - CONTINUOUS

A deep large hole capped with a wooden trap door. Joe squats, Cid stands.

CID My granddad built it, but he didn't         tell anyone of us why. Nanna said cuz he was nuts.

JOE Thank you granddad.

CID That wasn't the man.

JOE No. I know him, that's what's         funny. His name's Jesse. I like him. He'll go away when he doesn't         find me, he won't hurt her. They watch in silence for awhile. In the distance, Jesse leaves the house alone and scopes the grounds before walking back towards the highway.

JOE (CONT'D)         My mom gave me up. I was younger than you. We were vagrants, and she was alone, for a long time I         thought she was stupid for getting on the drug she was on, it was bad stuff, it probably ended up killing her.

(MORE)

90.

JOE (CONT'D)         But now I see, she was so alone. And it was what she had. She sold me. To a panhandle gang. QUICKLY, SILENTLY WE SEE - FOUR YEAR OLD JOE dragged into darkness by rough men, screaming. Then we're back to the scene.

JOE (CONT'D)         But I got away. And I ran and I         ended on a train, sitting in the dark in an empty freight, going to         the city, and I saw myself over and over killing those men who bought me and who got my mom on what she was on. Finding them and tearing them apart. Saving my mom.

CID But you didn't.

JOE A man in the city found me, put a         gun in my hand, and gave me some things. I didn't have my mom anymore. I had my work, my money. My plans. For my life. That's         what I'd kill for. Not something I         don't have, and can't ever get back.

(BEAT) There's just men figuring out what they'd do to keep what's theirs, what they got. That's the only kind of man there is.

CID I'm not gonna let Sara get killed. Joe looks at him. Wants to put his hand on his shoulder but doesn't.

JOE I think we're clear. He opens the trap door, climbs out.

EXT. BARN

Joe reaches down to help Cid out. Looking down at Cid in a         hole with a trap door. Like Seth. He grabs Cid's hand and lifts him out. Sara comes out, sees Cid and her face breaks with relief. Cid runs to her, and in the distance they embrace.

91.         Sara and Joe share a look. Joe quickly turns his eyes back to the corn fields.

INT. SECURITY MONITOR ROOM - EVENING

A tiny, dark concrete room. Kid Blue watches a screen, his hand on a toggle wheel. A security cam view of Suzie's         apartment building upper landing. Playback of last night. It scans quickly forward. The APARTMENT SUPER leans against the wall behind him, counting money.

KID BLUE All working girls, yeah?

SUPER Uh huh. This whole block. You wanna check those too, I can arrange.

KID BLUE I do. On the screen, Suzie comes home. Picks up her daughter from next door. Goes into 205. Kid Blue keeps scanning. And an         instant later, Old Joe climbs the stairs. Kid Blue slows the playback.

KID BLUE (CONT'D)         â€˜Lo Joe. Old Joe goes up to the window, his back to the wall. Watches Suzie through the window for a long while. Kid watches him intently. Then very suddenly, without going inside, Old Joe leaves. Down the stairs, shoving his gun in his jacket.

SUPER I'm an arranger, stranger. Huhuha. But you don't see what you wanna see, no refunds. Old Joe vanishes down the street in a swarm of pixels.

EXT. CHEAP APARTMENT BUILDING - EVENING

Kid Blue emerges from a passage, into the parking lot. Looks up at Suzie's apartment door. Then down the street. A few drops of rain fall.

EXT. FRENCH CAR - DAY (FLASHBACK)

Driving on a highway along the beach. A few drops of rain on         the windshield. Old Joe (late 40s) and his Wife in intense conversation, her hand on his.

92.

OLD JOE (IN FRENCH) But I will.

WIFE (IN FRENCH) You want to, I know that. But you won't.

OLD JOE (IN FRENCH) I'd do anything for you.

WIFE (IN FRENCH) You'd do. You'd kill for me, you'd         take life for me. But I don't want that. You kill for what you love, but someone loves the person you kill, and it starts again. I don't         want that. I can't love a killer. What would you give up for me? That's yours?

OLD JOE (IN FRENCH) Anything. She smiles but does not believe him. Old Joe sees this. A         moment, in thought.

EXT. BEACH / HIGHWAY - CONTINUOUS

The car screeches to a stop, and Old Joe runs to the sea. THROWS his gun in the ocean. Above the waters, the sun breaks the clouds. Rain falls. He runs back to her. Falls on her. Kissing her. He holds her face like the most precious thing in the world.

OLD JOE Anything.

INT. CHURCH - EVENING

Rain beats against stained glass. Old Joe kneeling in a pew. Fists clenched as if in prayer. He stands, stumbles out.

EXT. LA BELLE AURORE SIDE ENTRANCE - EVENING

Oddly quiet. Old Joe walks down the sidewalk towards the side entrance to the theater. Face uncovered. In plain sight. Not caring. Stops 30 feet shy of the entrance, at a         street garbage can. He draws his gun and leans over to drop it into the can. He         lets it dangle from his fingers above the trash can. His pocket watch, hanging open from its chain. The picture of his Wife inside. Spinning. His gun slowly slipping from his grasp.

93.         With each spin of the watch, the photo of his Wife appears cloudier. Blurred. Indistinct. Gun on the tips of his fingers, about to fall. Then the photo is nearly gone.

OLD JOE'S EYES.

INT. PARIS CLUB - NIGHT (FLASHBACK)

Old Joe staggering to his feet from a fight. We've seen this before, it's the IDENTICAL SCENE to the previous flashback. But when he sees his Wife for the first time, whisps of FOG grow, blotting out the scene. Deep in the fog are other backgrounds - a street, a house - and unfamiliar faces. Other eventualities, clouding this one as it becomes less likely Old Joe will meet his wife and have this memory. Erasing it.

OLD JOE'S EYES.

INT. PARIS APARTMENT - DAY (FLASHBACK)

Old Joe in bed with his wife. Baby crying outside. Her face. Then, whisps of FOG thickens, obscuring them.

OLD JOE'S EYES.

EXT. FRENCH BEACH - DAY (FLASHBACK)

The thrown gun splashes in the sea, and Old Joe turns back to         the beach. But where his Wife was in the previous memory, now there is the FOG. A wall of it, massive, reaching to the sky. Old Joe dwarfed against it. Caught between the roiling waves and this wall of         nothingness falling towards him.

OLD JOE'S EYES. The gun on his fingertips. About to fall. A moment of         decision.

INT. SARA'S BEDROOM - NIGHT

Sara lies in bed. Eyes wide open. Still and quiet in the dark. Her hand moves over her bare leg. Slides across the sheets. Finds the Frog Buzzer lying next to her. A moment of hesitation. Then she pushes it. Silence. Her eyes go to the window. A long beat. Then sound: a door opening in the house below.

94.         Quick footsteps approaching. Her eyes follow them. The door flies open. Joe, gun in hand, buzzer in the other. His eyes adjust to the dark.

JOE What? Closes the door, kisses him. The adrenaline in his head doesn't know where to go.

SARA Don't wake Cid. She pulls him to the bed, lifting his shirt off. The rain starts to fall against the windows.

LATER Lying beside each other. Joe still stunned. Sara smokes a real cigarette, taking a deep joyful drag. She sets the lighter on her palm. It floats about a foot in the air, spinning, then drops.

JOE That's pretty good.

SARA In the city, young guys would hit on me by floating fucking quarters, I wouldn't tell â€˜em I was TK but I'd keep their quarters down. One guy busted a blood vessel in his eye trying to get it up.

(BEAT) He's you. Your loop. You lied to         me. She doesn't seem angry but deeply curious. Joe sits up.

SARA (CONT'D)         But you protected Cid. And I know you're not lying that you're gonna kill this guy, your own self. Even though he's protecting your future.

JOE He's protecting his future. Not mine. A beat.

SARA When I came back, after my sister died. Cid was sitting on the porch, I remember seeing him for the first time, in two years.

(MORE)

95.

SARA (CONT'D)         Saw him on the porch. I drove up         crying and I had been at a party in          the city when I got the call, I was wearing this ridiculous party dress. All my ridiculous shit. I         don't know if he remembered me, but he looked at me. I abandoned him. I abandoned my baby.

(BEAT) Maybe I can't be a mother to him, is that something I can't get back. When he looked at me then, on the porch, he was mine again, he was my         son. I seen so many men in the city, who I look in their eyes and they're lost. Whether he loves me         back or not I'm gonna love my son I          said. And he's never gonna get lost. Joe sitting up still, Sara lying beside him, maybe crying. He touches her hair.

INT. APARTMENT 205 - EARLY MORNING

A DOOR FRAME - kicked open with all the violence in the world. Old Joe sweeps into the small apartment, gun drawn. Suzie cooking in a robe, opens her mouth to scream.

OLD JOE Don't. Don't wake up your daughter. Old Joe trains the gun on her. She goes silent.

OLD JOE (CONT'D)         Sit down. At the kitchen table. Quivering, she does. He keeps the gun on her.

OLD JOE (CONT'D)         Do you know me?

SUZIE No. I don't know you. Who are you?

OLD JOE I need to tell you why I'm doing this. I gotta say it out loud to         someone so I know.

SUZIE Why you're doing what?

96.

INT. SARA'S BEDROOM - EARLY MORNING

Joe sleeping alone in the bed. Sara's voice, distant.

SARA (O.S.) Joe. Joe. He wakes. She is calling him from downstairs.

INT. FARMHOUSE FOYER

Joe comes down the stairs half dressed. Jesse holds Sara at gunpoint in the living room. Staring at         Joe with a cool lack of malice.

JESSE Lo' Joe.

JOE Jesse.

INT. APARTMENT 205

OLD JOE I threw my gun away once. To get her love. And I was going to do it         again, now. Because I know she'd         want me to. I was going to do it. And I saw then, I saw her vanishing, like how life probably goes when you die. That's what she was asking me to give up this time.

SUZIE ...who are you?

OLD JOE And if I picked up the gun. If I         made this sacrifice. Life, my         life. Absolution. Given back to         me. My love. Given back, just like we were, and she wouldn't know what I did to get it back.

INT. FARMHOUSE LIVING ROOM

Joe steps into the living room, stands facing them.

JOE I'm unarmed Jesse, you can let her go. Sara, Jesse here's the best shot with a gat I've ever seen, when he lets you go you sit on the couch and don't do anything stupid. Jesse lets Sara go and trains the gat on Joe.

97.

JOE (CONT'D)         He's coming here Jess. My Looper, is gonna come here.

JESSE I gotta take you in man.

JOE I got eighty large in pure gold, I         take my looper back in and get right with Abe, whatever he gives me back I'll split it with you.

JESSE Was that your plan?

JOE Ok. It's yours, all of it

JESSE Are you delusional?

INT. APARTMENT 205

OLD JOE Everything set right. Everything fixed. Through this sacrifice.

SUZIE What are you gonna do? Old Joe stands, walks towards the back hall. Suzie screams

SUZIE (CONT'D)         No! And runs at him but he shoves her back hard.

INT. FARMHOUSE LIVING ROOM

JESSE I know you got no options you take the one you got but Joe, you aint gettin right with no one. Looper or no, you're beyond saving. As         long as Abe's got one Gat Man standing, he'll be hunting you till his dying day. Joe's face falling.

INT. APARTMENT 205

Old Joe, gun ready, down the darkened hallway towards the door at the end with a rainbow on it. He puts his hand on         the knob.

98.

INT. FARMHOUSE LIVING ROOM

JESSE We're going now. We're gonna go to         my truck, you're gonna CREAK. Cid on the stairs, sleepy eyed. Jesse, purely on         instinct, spins and draws on Cid. Cid's POV - Jesse's gun, snapping like a snake, barrel leveled at him. Cid makes a strange shouting noise, falls back. Everything slows down.

INT. APARTMENT 205

Old Joe pushes the door open. Blackness within.

INT. FARMHOUSE FOYER / LIVING ROOM

The room darkens. As if the sun passed behind a cloud. Jesse realizes it's a kid. Lowers his gun. But Cid is mid- scream, falling back, his foot misses the step and he tumbles down the stairs. Confused, terrified, falling. Joe runs into the foyer, to         catch Cid. Sara runs behind him. The room is very dark now. Knick-knacks around the room rattle, then LIFT INTO THE AIR. All of them. Floating. Spinning. Sara's LIGHTER, on the coffee table: it RISES into the air.

INT. APARTMENT 205

Old Joe readies his gun, staring into the blackness. But his eyes lower. He touches his temple. Remembering.

INT. FARMHOUSE FOYER / LIVING ROOM (OLD JOE'S MEMORIES)

Fog clears - Joe is almost to Cid, who is still tumbling, nearly at the bottom of the stairs.

INT. FARMHOUSE FOYER / LIVING ROOM (NORMAL)

But just before he reaches him, Sara shoves Joe from behind. Shoving him TOWARDS THE FRONT DOOR. He's confused but her face is set. Cid hits the hardwood floor of the foyer, face contorted with rage now, hand raised to Jesse, palm outstretched. Screaming. His scream louder than it should be.

99.         Bigger things in the living room RISE OFF THE GROUND. Chairs. The couch. And Jesse. He rises five feet in the air, terrified. Sara pulls Joe through the front door, and he looks back and sees Jesse suspended in the air and Cid on the ground screaming like an animal, and just as they cross the threshold, Jesse explodes in a bright red fan of blood.

INT. APARTMENT 205

Old Joe's face. Remembering.

INT. FARMHOUSE FOYER (OLD JOE MEMORY)

Frozen in a tableau - Cid screaming, raw power. Jesse EXPLODING. A bright red fan.

EXT. FRONT PORCH

Joe and Sara fall out and down the stairs. The front door and windows EXPLODE in a burst of splinters and glass.

INT. APARTMENT 205

Old Joe's eyes lift. Realizing.

OLD JOE The Rainmaker. A bare bulb hanging from the ceiling turns on. A six year old girl's room. But the only person in it is Kid Blue. He shoots Old Joe with a blue tazer. Old Joe hits the ground, mouth foaming, paralyzed. Knowing the answer now, knowing the who and the how but helpless and defeated. Kid Blue kicks him in the face.

CID

100.

INT. ABE'S OFFICE

A Gat Man circles a spot on the map in red ink, Sara's farm.

GAT MAN 1 He's there. Lost his signal five minutes ago, right after he sent word he had him. Joe. Abe slumps in a chair, taking oxygen from a tank.

ABE Call everyone, every Gat Man in the city, call â€˜em here. Gather em all up here first. No mistakes this time. We're gonna take an army to         that farm, all at once, and sweep it like hellfire. Now.

EXT. CITY STREETS - MORNING

From a high vantage point. Cars, bikes, Gat Men on foot, all heading towards the club. An army, all meeting at the Belle Aurore. Massing to attack.

EXT. FARMHOUSE FRONT LAWN - MORNING

Moments after the blast. Joe and Sara lie in the dirt. Jesse's TRUCK parked nearby. Joe stirs first. Stands shakily. The front door jam is         splintered. Windows broken. He goes inside. Sara gets up, staggers in after him.

SARA Cid! Cid!

JOE (O.S.) Cid!

EXT. BACK OF FARMHOUSE

Joe bursts out of the screen door, holding his Blunderbuss and wiping off Jesse's gat. Bloody Cid-sized footprints lead out the screen door and streak across the lawn, into the corn. Sara comes out after Joe, sees him heading for the corn.

SARA What are you doing with those guns? What are you going to do? She lunges for him, wild. Wrenches his arm and he spins, throwing her to the ground.

101.

JOE How did your sister die? Sara holds his gaze. Then everything breaks inside her and she collapses in sobs. Heaving.

JOE (CONT'D)         That happened to her. Cid.

(BEAT) Jesus. Jesus he killed her This breaks Sara out of her sobs

SARA No! No he was climbing a         bookshelf, it fell back on him. He         has no control, he gets scared, it          explodes.

JOE What is it a TK mutation?

SARA Joe someday he'll learn to control it.

JOE Yeah I know he will. Imagine what he could do.

SARA If he did good with it! If he grew up good!

JOE He doesn't.         Joe heads to the corn, Sara scampers after him but slips on          the wet grass, and Joe hits the corn with a head start.

SARA You stay away from him! Cid! Cid! She runs into the corn.

EXT. CORN FIELD - WITH SARA

WITH SARA as she stumbles blindly through the tall stalks.

SARA Cid! Make a noise baby, call to         me! Cid! WITH JOE through the corn, following traces of blood on the stalks.

102.

SARA (O.S.) (CONT'D)         You stay away from Joe, you come to          me! Cid! Tries cocking the GAT but it's broken. Tosses it, wields the Blunderbuss.

INT. SMALL CROP CLEARING

Joe emerges from the corn. Cid crouches at one end of the small clearing. He looks at         Joe. Terrified. Half covered in blood. Hair matted over one eye. Joe looks back at him. Approaches him, gun not raised, but in hand. Cid, like a frightened animal. A long moment. And just like that, Joe puts his hand on Cid's head. Cid leans against his legs, crying. Sara bursts into the clearing, sees this. Runs to Cid and embraces him, wiping the blood from his face. Joe steps back.

JOE Right now two things have happened. My looper knows Cid's the kid he's         looking for, and my gang knows I'm          here. So in fifteen minutes one or         both is coming down that highway. You pack up the Gat Man's truck, whatever you can fit in ten minutes, and you drive North away from the city.

SARA Where are you going? Joe takes the Frog Buzzer from his pocket, presses it. Sara's buzzes in her pocket.

JOE One buzz means come and get me. Two or nothing, don't.         He vanishes into the stalks, towards the highway.

INT. ABE'S OFFICE

Crowded with Gat Men, all preparing.

GAT MAN 1 We got everyone here. All our men.

ABE Arm â€˜em up, let's go.

103.         BUZZZZ. Abe turns, annoyed, and sees the security monitor. On the screen - Kid Blue rips the sack off and holds Old Joe's bloodied face up to the camera.

KID BLUE (ON SPEAKER) I got him Abe. I got him.

ABE Well. Shhhhhit.

INT. COAT CHECK

The door buzzes open. Kid pushes Old Joe through the long entrance hallway, past a dozen Gat Men, who watch him with shocked amazement. Old Joe's hands bound back. Kid Blue glows. He comes to the tiny coat check room, and Big Craig stops him, then sees Old Joe.

BIG CRAIG Hoh. So both we got?

KID BLUE Just the Looper. I got him. Knew he went for whores, so I checked every building.

BIG CRAIG They found Joe too though, in a         farm on the east side. That's why all the Gats are here, the whole crew's arming up to make a sweep.

KID BLUE Joe fuck Joe, save your bullets I         got the Looper. Not such a fuck up         huh? I'm taking him up to         This happens very fast: Old Joe uses his legs to kick himself off the wall and back into Kid Blue, SLAMMING him against the opposite wall. Old Joe grabs (behind his back) Kid Blue's gun, and blasts one shot through the chains binding his wrists and into the Kid's midsection. He whips the gun from behind his back and shoots Big Craig in         the face. Then blasts the Gat Men in the entrance hallway while he reaches into the coat check and pulls an automatic rifle. He blasts like hell into the hallway. A few shots return but mostly the men are trapped. Then it's over. All is smoky still for a moment.

104.         Old Joe stares at the exit door ajar, down the long hallway jammed with bodies. Then at the passage that leads deeper into the club. A Gat Man runs in, and Old Joe shoots him down. He steps into the coat check and loads his pockets with guns and grenades. Then launches himself into passageway towards the club.

INT. BACKSTAGE

Old Joe weaves his way through the backstage area, chucking grenades in front of him, then unloading his automatic rifle into the smoky aftermath. And with a mixture of dumb luck and skill from years of being gangland muscle takes out Gat Man after Gat Man. The corridors are tight, twisty. Old Joe uses that. Throwing grenades. Blasting away. Purging. Killing everyone he lays eyes on. Wiping them out. All the bad guys. It's horrible. Men maimed, bleeding and crying, dying the way people actually die from gunshots. Old Joe forges on, deeper.

INT. ABE'S OFFICE

Empty. Old Joe kicks the door open. Takes it in, the office. Hammer on the desk. He reloads a gun. Eyes find the door to Abe's inner den.

INT. ABE'S DEN

Abe and two Gat Men, guns out, crouched behind the table. Watching the door. A display screen shows Old Joe on the other side. Abe, eyes dull. Shouts at the door

ABE Joe. Guess I put the gun in that kid's hand, huh Joe. Guess everything comes back around. Like your goddamn ties.

INT. ABE'S OFFICE

Old Joe. Breathing hard. Reloaded. Closes the gun.

EXT. HIGHWAY

Joe breaks out of the corn, panting. He steps out into the middle of the highway. Storm clouds on the horizon. He cleans and readies his Blunderbuss.

105.

INT. COAT CHECK - LATER

Kid Blue's eyes flutter open. He lifts himself painfully. Checks his chest. Most of the shot caught his shoulder, his chest is grazed. The Gat Men in the hall. Big Craig. All dead.

INT. BACKSTAGE

Kid Blue wanders the smoky halls. Dead and dying men.

INT. ABE'S DEN

Abe, shot once in the head, twice in the chest. Kid Blue stands over them. Stunned. Tears well in his eyes. Then on the wall, he sees the map. The farm circled in red.

EXT. FARMHOUSE FRONT LAWN - MORNING

Clothes and boxes piled in the back of Jesse's truck. Sara loads one last bundle. Calls to Cid, in the front seat.

SARA Ok baby, we're going.

EXT. HIGHWAY

Joe waits. Then, a CLOUD OF DUST on the distant highway. He         tenses. The cloud gets closer. It is a truck. An armored truck. Joe squints. It's the ARMORED TRUCK that Kid Blue loaded his gold bricks into. The front windshield blown in. The truck stops fifty feet away, and Old Joe steps out. He         throws a gold bar, which lands in the dusty highway between them.

OLD JOE Bon jour. You take this truck, you take your money, and you go live your life. No one's coming after you. I fixed it.

JOE And you go kill the boy. That's         how you fix it.

OLD JOE That's how. You got your life back, you better think right now about what that's worth to you.

JOE My life? Your life. Becoming you.

106.         Joe raises his Blunderbuss and FIRES. Too far away, the shot scatters. The old man flinches, backs away. Joe walks forward towards Old Joe, stepping over the gold.

OLD JOE Stupid little shit! You let him live, he's gonna take away everything that's yours, everything that's mine! You seen what the boy's gonna become.

JOE I haven't seen that yet. Joe fires again, close enough now to draw blood off Old Joe's         chest and knock him back. Out of nowhere a SLAT BIKE careens around the van, which has until now blocked our line of sight down the highway. Kid Blue. The bike clips Joe's leg, sending him spinning violently to         the dusty pavement. The bike shoots off down the highway, a cloud of dust in its wake. It takes a hundred yards for the Kid to pull it to a         stop and spin it around. Joe is hurt bad. He grapples for his blunderbuss. Kid Blue guns the engine, gat in hand. Levels it, steady as         a rock. Joe shoots at the Kid, but he's out of range, the gun fires scattershot. Kid Blue fires, a bullet hits dangerously close to Joe. Panicked, Joe begins firing at the pavement around him, round after fiery round. Kicking up dust. Lots of dust. Raising a cloud. KID BLUE'S POV - zooming towards Joe, now obscured in a cloud of dust and smoke. He fires his gat into the cloud, tries to         slow the bike but can't in time. In the dust cloud Joe hears the bike roaring down upon him. He covers up and when he feels the bike roaring past blindly FIRES his buss. A moment later the bike emerges from the dust cloud. Without a driver. It skids, crashes. When the dust clears away Joe lies still, arms over his head.

107.         Besides him, the broken remains of Kid Blue. Painfully, Joe raises himself. Then realizes: Old Joe is gone.

EXT. FARMHOUSE FRONT LAWN

Sara starts the truck up.

SARA Here we go. Give it a wave goodbye.

EXT. DIRT ROAD

They roll down the dirt road that leads to the highway. At the far end of it, at a distance but walking towards them, is the dark figure of Old Joe. Gun in hand. Sara hesitates a minute, then guns it. Straight for him.

CID

STOP

SARA Duck down baby

CID Stop please he can shoot us

SARA Just stay down Half the distance closed, but he's still far off. A shot cracks the front grill, another cracks the windshield.

CID Stop! The truck lurches horribly, and flips straight back in a         graceful arc, landing upsidown. Sara and Cid, dazed, hanging by their seatbelts.

SARA Are you ok?

CID I'm sorry In the rear view mirror, Sara sees Old Joe getting closer.

SARA You're ok. C'mon baby we have to         run now.

108.         She unfastens them and they both climb out, and Old Joe stops suddenly, taking aim. Sara pulls Cid behind the flatbed for cover as two bullets glance off the overturned truck.

SARA (CONT'D)         We're going into the fields. I         want you to run, I'll be right behind you, don't look back. Okay? Old Joe lowers his gun and runs towards them.

SARA (CONT'D)         Go! They both sprint off the road.

EXT. FIELD - WITH CID & SARA

The wide bare field. Cid runs ahead towards the corn, Sara not far behind. The earth soft, their feet sink in, like a         nightmare.

EXT. FIELD - WITH OLD JOE

Old Joe crosses the road and chases them onto the field, firing at them on the run.

EXT. FIELD - WITH CID & SARA

Bullets thunk in the earth. Sara stumbles, exhausted. Cid turns, about thirty feet ahead of her.

EXT. FIELD - WITH OLD JOE

Old Joe stops running and steadies his gun.

EXT. FIELD - WITH CID & SARA

A distant gunshot CRACK. A fan of crimson blood sprays from Cid's head. His neck twists and he crumples to the ground.

SARA

NO! Sara is stopped in her tracks by an invisible force.

SARA (CONT'D)         No Cid no! The topsoil of the earth around them RISES in a fine dust.

EXT. FIELD - WITH OLD JOE

Old Joe reacts as the topsoil rises, an eerie moment.

109.

EXT. FIELD - WITH CID & SARA

Sara struggles to reach Cid but is still about twenty feet behind him. Cid raises his head. The bullet grazed his jawline. Not severe but lots of blood. Cid's eyes locked hateful on Old Joe. Blood soaks his shirt. Far behind him, the barn splinters apart as if in a tornado.

SARA No!         With a sudden jolt the field ripples out from Cid, like a          stone thrown in a pond. Sara lifts into the air.

EXT. FIELD - WITH OLD JOE

Old Joe is hefted off the ground. His gun falls.

EXT. CORN FIELDS - CONTINUOUS

Joe struggling through the fields, limping, desperate. Something like a furious wind rushes through the stalks.

EXT. FIELD - WITH CID & SARA

Cid stands. Intense, eyes dark, in another place.

EXT. FIELD - WITH OLD JOE

Old Joe, suspended mid-air, realizes what's about to happen. He lifts his hand defensively and SCREAMS

EXT. FIELD - WITH CID & SARA

Cid's face straining, about to scream. Cid's focus adjusts from Old Joe to Sara. She floats, reaching out to him. Frightened. Yelling something he can't         hear but he can see her eyes. Cid's face breaks. He barely mouths the word

CID

MOM And everything FALLS. Sara, Old Joe, the earth. All comes crashing down.

EXT. EDGE OF FIELD - CONTINUOUS

The corn stalks shiver then are still.

110.         Joe breaks out of the stalks and onto the field. Gasping for breath. Gets his bearings. In the far distance across the field, Old Joe, Sara and Cid. Too far.

EXT. FIELD - WITH CID & SARA

Cid runs to Sara, who sits up slowly. They embrace.

SARA You did good, baby. You did so         good. I love you. Behind them, Old Joe struggles to his feet. Sara kisses Cid.

SARA (CONT'D)         Into the fields. Run now baby. Go.

CID

NO

SARA

GO NOW

CID No no mom no

SARA You go! She pushes him away and Cid runs. Then she turns. Standing her ground. Directly between Old Joe and Cid. Old Joe TRIPS in the mud, fumbles his gun. Sees Cid approaching the safety of the CORN STALKS. Blocked by Sara.

OLD JOE Move!

EXT. FIELD - WITH JOE

Still too far away, struggling as fast as he can, helpless as         Old Joe closes in on Sara. He fires his buss at Old Joe, but is way out of range.

EXT. FIELD - WITH OLD JOE & SARA

Old Joe gets his gun, rises with it. Cid about to hit the stalks. Sara between them.

EXT. FIELD - WITH CID

Cid nears the corn fields, running. Seconds from safety.

111.

EXT. FIELD - WITH OLD JOE & SARA

Old Joe. Gun raised. Pocket watch wrapped around it. His wife's picture in it. Clear as day. No time to move around Sara. Now or never.

EXT. FIELD - WITH JOE

Joe running, useless gun in hand.

JOE No!

EXT. FIELD - WITH OLD JOE & SARA

Sara, not going anywhere.

OLD JOE I'm sorry He pulls the trigger.

EXT. FIELD - WITH JOE

Joe running. Time slows. Watching:

EXT. FIELD - OLD JOE & SARA

Everything is a little surreal. Dream-like. Slow. Old Joe shoots Sara. We hear no gunshot. Just the wind in the corn, and young Joe's breathing. She falls, giving him a clear shot at Cid.

EXT. FIELD - WITH JOE

JOE WATCHING:

EXT. FIELD - WITH CID

Just as Old Joe gets him in his sights, Cid breaches the corn fields and is gone, vanishing in the stalks. Old Joe lowers his gun, stunned but still frantic. He         stumbles towards the corn, still far off, his face breaking. Trips, falls in the mud. Corn field vast in front of him. Cid is gone. He lost him. He holds his pocket watch. Sobs. Lost.

EXT. FIELD - WITH JOE

JOE WATCHING:

112.

EXT. CORN FIELDS

On the horizon, a train.

EXT. FIELD - WITH JOE

JOE WATCHING:

INT./EXT. FREIGHT TRAIN CAR

Cid sits in a darkened car, holding a bloody rag to his jaw.

EXT. FIELD - WITH JOE

Joe watching, seeing:

INT./EXT. FREIGHT TRAIN CAR

Cid's face. Bloody. Dirty. His eyes full of hate. The train rumbles towards the dark city.

EXT. FIELD - WITH JOE

Joe watches. Sees, in his mind's eye, all of this. And through all of this we have only heard the wind. And Joe breathing. Time hanging, slowed nearly to a stop. A moment of decision. Joe turns his blunderbuss back on himself and FIRES.

EXT. FIELD - WITH OLD JOE & SARA

Revealing that all we saw was in Joe's head, and we are still in the moment where Old Joe is about to shoot Sara. But this time, just as he's pulling the trigger, a distant shot is heard. And Old Joe DISAPPEARS. Sara stands shell shocked just for a moment. Then she doesn't process any of it, she just turns and yells

SARA

CID!

EXT. FIELD - WITH CID

Cid stops just shy of the corn. Turns back to the field. There's his mom, Sara, unharmed and smiling. The bad man is         gone. The field is empty.

113.

EXT. FIELD - SEEN FROM JOE'S POV

We don't see Joe, but far across the field Cid runs to his mom, into her arms. Sara lifts him, holds him.

EXT. FIELD - WITH CID & SARA

She carries him. Walking fast back towards a far distant figure lying still on the edge of the field. Joe. Then a faint buzz. The flasher, in her pocket. She pulls it         out. Two flashes. She slows. Stops. Looking at him, far away. Two flashes.

CID Where's Joe?

SARA He had to go away, baby.

CID He took the bad man with him? She kisses him.

EXT. FIELD - FROM JOE'S POV

In the distance, Sara turns away and carries Cid back towards the farmhouse.

INT. CID'S BATHROOM

Sara bathes Cid, dresses the wound on his jaw.

INT. CID'S BEDROOM

She tucks Cid in, holds him close. Kisses his forehead.

EXT. FARM HOUSE PORCH - LATE AFTERNOON

Sara emerges from the ruined front door, crosses the porch.

EXT. FARMHOUSE FRONT LAWN

Sara crosses the lawn, and walks across the field.

EXT. EDGE OF CORN FIELDS

Joe's body. Sara goes to him, slowly. She kneels beside him. His pocket watch in the dirt. Open. No photo inside. Ticking away. Around and around. She closes it.Touches his hair. The wind through the corn. After a long while, the sun breaks through the clouds.