Goodfellas

GOOD FELLAS

by Nicholas Pileggi and Martin Scorcese

Based on the book Wiseguys by                                 Nicholas Pileggi

Shooting Draft January 3, 1989 Revised 1/12/89

FADE IN:

JUNE 11, 1970S QUEENS, NEW YORK. THE SUITE - NIGHT

A smoky, overdecorated cocktail lounge and nightclub on               Queens Boulevard. Sergio Franchi is in full voice on the jukebox. It is after midnight. It has bean a long night.. Balloons and empty glasses litter the place. BILLY BATTS, a 50-year-old hood in an out-of-date suit, court at the bar. WE SEE a younger, more sharply-dressed HOOD walk in               with a BEEHIVE GIRLFRIEND and hug BATTS.

HOOD Billy. You look beautiful. Welcome home.

BAITS (laughing and turning                              to the bartender) What are you having? Give 'em what they're drinking.

WE SEE FOUR OTHER MEN, including HENRY HILL and JIMMY BURKE, standing near BILLY BATTS at the bar, raise their glasses in salute. TOMMY DESIMONE and ANOTHER BEEHIVE BLONDE enter. BILLY BATTS looks up and sees TOMMY.

BILLY Hey, look at him. Tommy. You grew up.

TOMMY (preening a little) Billy, how are you?

BILLY (smiling broadly at                              Tommy and the girl) Son of a bitch. Get over here.

TOMMY walks over and BILLY, too aggressively, grabs TOMMY around the neck. TOMMY doesn't like it.

TOMMY (forcing a laugh) Hey, Billy. Watch the suit.

BILLY (squeezing Tommy's                              cheek, a little                               too hard) Listen to him. "Watch the suit," he says. A little pisser I've                         known all my life. Hey, Tommy, don't go get too big.

TOMMY Don't go busting my balls. Okay?

BILLY (laughing, to the                              crowd at the bar) Busting his balls? (to Tommy) If I was busting your balls, I'd                         send you home for your shine box.

TOMMY'S smile turns to a glare as he realizes BILLY is               making fun of him. The Men at the bar are roaring with laughter. His GIRL is looking glumly at her shoes.

BILLY (to the hoods at                              the bar) You remember Tommy's shines? The kid was great. He made mirrors.

TOMMY (almost a threat) No more shines, Billy.

BILLY Come ooonnn. Tommeeee. We're only kidding. You can't take a joke? Come ooonn.

WE SEE that TOMMY is still angry, but begins to relax with BILLY'S apparent apology, but as soon as BILLY sees that TOMMY is beginning to relax, he contemptuously turns his back on TOMMY.

BILLY (facing the bar) Now get the hell home and get your shine box.

HENRY quickly steps in front of TOMMY who is about to               explode. BATTS is facing the bar and does not see just how furious TOMMY has become.

HENRY (gently wrestling                              Tommy away from                               the bar) Come on, relax. He's drunk. He's                         been locked up for six years.

TOMMY I don't give a shit. That guy's                         got no right.

HENRY Tommy. He. doesn't mean anything. Forget about it.

TOMMY (trying to wrestle                              past Henry) He's insulting me. Rat bastard. He's never been any fuckin' good.

HENRY Tommy. Come on. Relax.

TOMMY (to Henry) Keep him here. I'm going for a                         bag.

TOMMY roughly grabs his GIRL'S arm and storms out.

HENRY (rejoining Jimmy                              and Billy Batts at                               the bar) Batts. I'm sorry. Tommy gets loaded. He doesn't mean any disrespect.

BATTS He's got a hot head.

WE SEE the LAST TWO GUESTS get up to leave. HENRY puts another dollar in the jukebox and moves back behind the bar and starts to total the register receipts.

CUT TO:

From HENRY'S POV behind the bar, WE SEE the GUESTS leave and suddenly WE SEE TOMMY in the doorway. HENRY walks around the bar and approaches TOMMY.

WE SEE JIMMY and BATTS are still seated at bar with their backs to the door.

BATTS They're fucking mutts.

WE SEE JIMMY nod.

BUTTS I seen them. They walk around like big shots and they don't know shit.

JIMMY A guy gets half a load on. He                         mouths off.

BATTS When I was a kid, I swear on my                         mother, you mouth off, you got your fucking legs broke.

CUT TO:

HENRY

Approaching TOMMY who is carrying a large folded package under one arm.

TOMMY, followed by HENRY, walks over to the bar where JIMMY and BILLY BATTS are talking. TOMMY drops the package on               the floor.

BILLY BATTS looks up.

JIMMY turns around and sees that TOMMY has a gun in his hand.

JIMMY immediately grabs BATTS's arms and WE SEE TOMMY smash the gun into the side of BATTS's head. WE SEE TOMMY hit BATTS again and again as JIMMY continues to hold BATTS's               arms.

JIMMY (to Henry, while                              pinning Batts's                               arms) Quick! Lock the door.

WE SEE TOMMY club BATTS to the ground with JIMMY holding BATTS's arms.

CUT TO:

HENRY locking the door.

CUT TO:

BATTS'S INERT FORM -

on the floor.

WE SEE TOMMY unfold the package he had dropped near the bar.

It is a plastic, flower-printed mattress cover.

TOMMY and JIMMY start putting BAITS's legs into the mattress cover.

HENRY is standing over them as JIMMY and TOMMY struggle to               fit BAITS' s body into the mattress cover.

HENRY What are we going to do with him? We can't dump him in the street.

JIMMY (to Henry) Bring the car round back. I know a                         place Upstate they'll never find him.

TOMMY is looking brightly at HENRY, as he and JIMMY finally zip BATTS in the mattress cover.

TOMMY I didn't want to get blood on your floor.

EXT. REAR DRIVEWAY - THE SUITE - NIGHT

Darkness. The open trunk of HENRY 's car. The mattress cover is being shoved into the trunk by the THREE MEN. It               is heavy work.

HENRY Batts's made. His whole crew is                         going to be looking for him. This is fucking bad.

TOMMY There's a shovel at my mother's.

INT. TOMMY'S MOTHER'S HOUSE - KITCHEN - NIGHT

Darkness in the kitchen. We hear noise of doors opening and tools being banged around in the dark.

TOMMY SSHHH. You'll wake 'er up.

Suddenly the light in the entryway goes on, and WE SEE TOMMY'S MOTHER, in housecoat, beaming at her SON and his FRIENDS.

CUT TO:

where TOMMY'S MOTHER' hovers over the seated TOMMY, HENRY and JIMMY. The table is filled with plates and coffee cops and the debris of dirty dishes.

MOTHER (to all) Have some more. Yon hardly touched anything. Did Tommy tell you about my painting? Look.

WE SEE her reach next to the refrigerator and pull up a               couple of oil paintings she props on the edge of the table.

MOTHER (CONTD) (proudly) They want me to do a portrait next. I'm gonna do the Moan Lisa.

CUT TO:

WINDOW

where WE SEE HENRY 's car with the body in the trunk, still parked at the curb.

INT. HENRY'S CAR - NIGHT

Finally on their way, HENRY is driving. JIMMY, in the passenger's seat, and TOMMY, in the rear seat, embracing the shovel, are dozing off. The sleepy humming of the wheels is suddenly interrupted by a thumping sound. At first, HENRY thinks he has a flat, but the thumping is too irregular. JIMMY awakens. His eyes are on HENRY. TOMMY leans forward from the rear seat. Silence. Thump Silence.

EXT. MERRITT PARKWAY - NIGHT

Car pulls off the road onto the grass. HENRY, JIMMY and TOMMY, still holding the shovel, get out of the car.

TOMMY Jesus Christ! Miserable bastard!

HENRY opens the trunk and steps back. In the trunk light WE SEE the mattress cover squirming around. We hear muffled groans.

TOMMY (raising the shovel) Can you believe this no-good fuck? The prick! He's still alive.

TOMMY suddenly smashes the shovel into the moving, bloody mattress cover. He smashes it again and again and again. Cursing BATTS with every swing.

TOMMY Rat bastard. (he swings shovel) No-good, low-life fuck.

TOMMY swings shovel again and again.

Soon the mattress cover stops squirming and TOMMY stops swinging the shovel. He is exhausted. TOMMY and JIMMY get back in the car. HENRY is facing the open trunk.

TILT UP and FREEZE ON HENRY'S face slamming the trunk shut.

HENRY (V.O.) As far back as I can remember, I                         always wanted to be a gangster.

MAIN TITLE:

GOOD FELLAS

UNFREEZE and

DISSOLVE TO:

HENRY - AS A CHILD

looking out his bedroom window.

TITLE - EAST NEW YORK: BROOKLYN. 1955.

HENRY (V.O.) To me, being a gangster was better than being President of the United States.

EXT. CABSTAND - NIGHT

HENRY'S POV - A GRIMY ONE-STORY CABSTAND

with faded "Pitkin Avenue Cabs" sign above the door. Its after midnight. WE SEE A HALF-DOZEN, immaculately-dressed

HOODS wearing diamond pinky rings and silk shirts, lounging around the cabstand talking and sipping coffee.

HENRY (V.O.) Even before I first wandered into the cabstand for an after-school job, I knew I wanted to be a part of them. It was there I belonged.

HENRY'S POV

WE SEE a Cadillac pull up to the cabstand. WEE SEE the car rise slightly when TWO huge, dapper HOODS get out.

On HOOD #1 WE SEE large diamond pinky ring on a sausage- thick finger.

On HOOD #2 WE SEE a broken-nosed hood's tie hanging loosely across his monogrammed shirt like a silk bandolier.

HENRY (V.O.) To me it meant being somebody in a                         neighborhood full of nobodies.

On the sidewalk WE SEE the TWO HOODS who just got out of               the car hug and playfully shove TUDDY VARIO, the sloppily- dressed, solidly-built HOOD who runs the cabstand.

HENRY (V.O.) They weren't like anyone else. They did whatever they wanted. They'd double-park in front of the hydrant and nobody ever gave them a ticket. In the summer when they played cards all night, nobody ever called the cops.

WE SEE TODDY laughingly try to push them away.

HENRY (V.O.) Tuddy Vario ran the cabstand and a                         pizzeria and a few other places for his brother, Paul, who was the boss over everybody in the neighborhood.

WE SEE a laughing HOOD #1 slyly slip behind TUDDY and grab him around the neck, while HOOD #2 starts feigning punches to TODDY's ample midsection.

Suddenly TODDY VARIO and HOODS see that PAUL VARIO, the boss, is standing in the cabstand's doorway. VARIO is

A large man, standing six-feet tall and weighing over 240 pounds. He appears even larger.

HENRY (V.O.) Paulie might have moved slow, but it was only because he didn't have to move for anybody.

TODDY and HOODS immediately stop horsing around.

TITLES CONTINUE.

CHILD'S BEDROOM - MORNING

CARMELLA HILL, HENRY'S mother, shoves his books under his arm and pushes him into the hallway. WE SEE. HENRY'S TWO BROTHERS putting on their jackets and picking up their books and almost tripping over another brother's, MICHAEL, wheelchair. WE CATCH A GLIMPSE OF TWO SISTERS eating breakfast.

WE SEE HENRY'S construction worker FATHER sipping coffee in kitchen before going to work.

HENRY (V.O.) At first, my parents loved that I                         found a job across the street. My                         father, who was Irish, was sent to                          work at the age of eleven, and he                          liked that I got myself a job. He                         always said American kids were spoiled lazy.

CARMELLA (to the brood) Come on. Come on. You'll all be                         late.

HENRY (V.O.) And my mother was happy after she found out that the Varios came from the same part of Sicily as                         she did. To my mother, it was the answer to her prayers.

WE SEE HENRY'S MOTHER shove him out the door with his school books.

EXT. STREET SIDE OF DOOR - DAY

CARMELLA, in doorway, watches HENRY go down the block toward school. When HENRY turns the corner, along with

OTHER school-bound' YOUNGSTERS, WE SEE he suddenly stops. The OTHER SCHOOLCHILDREN keep walking. HENRY carefully sticks his head around the corner. His MOTHER is no longer there.

WE SEE HENRY race across the street toward the cabstand.

HENRY (V.O.) I was the luckiest kid in the world.

EXT. CABSTAND - DAY

WE SEE HENRY leap into the air to catch a set of car keys.

HENRY (V.O.) I could go anywhere.

EXT. CABSTAND PARKING LOT - DAY

WE SEE HENRY, who can hardly see over the dashboard, jockeying a MOBSTER'S Caddy around the cabstand parking lot. WE SEE OTHER KIDS, HENRY'S age, watching HENRY, in               awe, from behind a fence.

HENRY (V.O.) I could do anything.

INT. CABSTAND BACKROOM - DAY

WE SEE HENRY watching TWO UNIFORMED COPS laughing with TODDY and SOME HOODS while stuffing whisky bottles under their tunics.

HENRY I knew everybody and everybody knew me.

EXT. SIDEWALK OUTSIDE CABSTAND - DAY

WE SEE HENRY trying to sip hot espresso coffee just like the BIG GUYS, except WE SEE HENRY grimace because the coffee is too hot and far too bitter.

HENRY (V.O.) But it wasn't too long before my                         parents changed their minds. For them, the cabstand was supposed to                         be a part-tie job, but  for me, it was full-time.

CUT TO:

INT. REAR OF CABSTAND

TODDY is folding and placing long sheets with policy bets into a brown paper bag. In the BG, WE SEE HOODS going through boxes of stolen orange and blue cardigan sweaters. HENRY waits at TUDDY'S side until TODDY finishes making a               notation on a slip of paper. TODDY holds the paper bag in               his hands and

TODDY (to Henry, with a                              smile) Okay.

EXT. CABSTAND

WE SEE HENRY running out the cabstand door carrying the paper bag. He runs past HALF A DOZEN HOODS, lounging outside on wooden chairs, wearing orange and blue sweaters.

HENRY People like my father could never understand, but I was a part of                         something. I belonged. I was treated like a grown-up. Every day I was learning to score.

INT. KITCHEN - HENRY'S HOUSE

FATHER (in mock concern) Did you study hard in school today? Did you learn a lot? Huh?

HENRY is silent and begins backing away.

FATHER I can't hear you, you little liar. (waving the letter) I got this from the school. They say you haven't been there in                         months.

HENRY tries to dart past his FATHER, but he cannot escape. HENRY gets a blow on the back of his head. HENRY'S MOTHER starts to interfere, but is pushed back.

FATHER (beating Henry, but                              glaring at Carmella) Little lying bastard.

CARMELLA screams. HENRY doubles up. HENRY'S FATHER keeps pounding away.

CLOSE ON HENRY'S FACE

FREEZE IN ACTION ON HENRY'S FATHER'S FACE

HENRY (V.O.) My father was always pissed off. He was pissed that he had to work so hard. He was pissed that he                         made such lousy money. Be was pissed that there were seven of us living in a tiny house. But after a while, he was mostly pissed that I hung around the cabstand. He said they were bums and that I was a bum. He said I was going to get into trouble. I used to say I was only running errands after school, but he knew better. He knew what went on at the cabstand and, every once in a while, usually after he got his load on, I had to take a                         beating. But by then, I didn't                         care. No matter how many beatings I took, I wouldn't listen to what he said. I don't think I even heard him. The way I saw it, everybody has to take a beating some time.

UNFREEZE and continue the beating.

CUT TO:

HENRY'S SWOLLEN AND BEATEN FACE

INT. CABSTAND BACKROOM

TODDY What happened to you?

HENRY I can't make any more deliveries.

TODDY Whadda you mean, you can't make any more deliveries? You're going to fuck up everything?

HENRY My father got a letter from the school. He said the next time he'll                         kill me.

CUT TO:

INT. AUTOMOBILE

THREE HOODS and HENRY in parked car outside the post office.

HOOD #1 (pointing to one                              postman) Is that the one?

HENRY NO.

HOOD »2 (pointing at another) Him?

HENRY No.                             (pause) There. That's him. That's the guy.

HOOD #1 and HOOD #2 get out of the car and grab the stunned MAILMAN. He loses his hat and spills some mail as they shove him into the car's rear seat.

INT. A NEIGHBORHOOD PIZZERIA

TODDY VARIO is standing in front of a pizza oven. HENRY watches the HOODS shove the MAILMAN against the side of               the oven. WE SEE PAUL VARIO in the BG.

TODDY (pointing to Henry) You know this kid?

MAILMAN (barely able to                              speak) Yes.

TUDDY You know where he lives?

MAILMAN nods.

TODDY You deliver mail to his house?

MAILMAN nods again.

TODDY From now on, any letters to the kid from his school come directly here. Do you understand? One more letter from the school to the kid's                         house and ...

TODDY looks at PAUL VARIO, who nods, and the HOODS pull down the door or the pizza oven and shove the MAILMAN up               close.

TODDY ... you're going in the oven head- first.

FREEZE ON MAILMAN'S face, smeared against the hot stove.

RENKY (V.O.) That was it. No more letters from truant officers. No more letters from school. In fact, no more letters from anybody. How could I                         go back to school after that and pledge allegiance to the flag and sit through good government bullshit.

EXT. MOB SOCIAL CLUB - DAY

WE SEE HENRY entering a mob social club, nodding to a               friendly COP lounging outside, past WISEGUYS in sleeveless underwear sunning themselves in front of the club. WE SEE A COUPLE OF MENACING HOODS smile and nod hello at HENRY.

REAR YARD OF SOCIAL CLUB

HOODS are cooking sausages and peppers on grill. There are bottles of homemade wine and keg of beer.

WE SEE PAUL VAHIO holding court while eating a sausage sandwich. There are HOODS standing around him at a               respectful distance. Only TODDY approaches him with ease.

WE SEE A HOOD talk to TODDY. WE SEE TODDY relay the message to PAUL. WE SEE PAUL say something to TODDY, who nods back to the HOOD and then motions to HENRY to come over. WE               SEE TODDY bend down a little and whisper in HENRY's ear.

DOLLY IN ON PAUL's face.

HENRY (V.O.) Hundreds of guys depended on Paulie and he got a piece of everything they made. It was tribute, just like the old country, except they were doing it in America. All they got from Paulie was protection from other guys looking to rip them off. That's what it's all about. That's what the FBI can never understand -- that what Paulie and the organization does is offer protection for people who can't go                         to the cops. They're like the police department for wiseguys.

EXT. USED CAR LOT - NIGHT

WE SEE TUDDY in his car, hand HENRY a hammer, some rags, - and a five-gallon can of gasoline.

TODDY (driving away) I'll be up at the corner.

WE SEE HENRY break the windows of about six cars parked facing the sidewalk.

HENRY (V.O.) People locked at me differently. They knew I was with somebody.

HE SEE HENRY shove the gas-soaked rags through the broken car windows. HENRY looks up the block where TODDY has parked. HE SEE TODDY (from HENRY'S LOT) look around and nod. HENRY immediately begins tossing lighted matchbooks through the smashed car windows.

HENRY (V.O.) I didn't have to wait on line at                         the bakery on Sunday morning anymore for fresh bread. The owner knew who I was with, and he'd come from around the counter, no matter how many people were waiting. I was taken care of first.

Suddenly the night explodes in orange brightness. WE SEE HENRY begin to run toward TUDDY"s car as the cars he has               ignited begin to explode behind him.

HENRY (V.O.) Our neighbors didn't park in our driveway anymore, even though we                         didn't have a car. At thirteen, I                         was making more money than most of                          the grownups in the neighborhood. I had more money than I could spend. I had it all.

FREEZE ON HENRY'S a silhouette against the darkness like a               man in hell.

HENRY (V.O.) One day some of the kids from the neighborhood carried my mother's                         groceries all the way home for her. It was out of respect.

CUT TO:

EXT. HENRY'S HOUSE - DAY

HENRY'S MOTHER opens door of house, bright daylight.

MOTHER'S POV

She sees grey lizard shoes, grey pinstriped trousers, grey silk shirt, Billy Eckstein collar, yellow silk tie, and double-breasted jacket. She looks up and sees HENRY'S               smiling face.

MOTHER (aghast) My God! You look like a gangster.

CUT TO:

SCREAMING MAN

Running toward the pizzeria, holding his hand.

EXT.: PIZZERIA - DAY

WE SEE HENRY standing near front of store.

MAN (screaming) I've been shot! Help! Help!

TUDDY (from rear of store,                              to Henry) Close the door. Don't let him in.

HENRY grabs a chair, takes it outside for the MAN to sit on and closes the pizzeria door.

The MAS collapses in the seat and HENRY immediately starts wrapping the MAN'S shredded and bleeding hand in his apron. The MAN is turning white and praying.

HENRY (soothing the man) It's okay. It's okay. They're                         getting an ambulance.

WE SEE HENRY prop the MAN in his chair and race into the pizzeria for more aprons which he takes outside and wraps around the MAN'S bleeding hand, just as an ambulance pulls up.

WE SEE TODDY come up behind HENRY as the MAN is rushed away.

HENRY (V.O.) It was the first time I had ever seen anyone shot.

TODDY (angry) You're some fucking jerk.

WE SEE that HENRY is stunned.

TODDY I You wasted eight fucking aprons on that guy. :

HENRY (V.O.) I remember feeling bad about the guy. But I remember feeling that maybe Tuddy was right. I knew Paulie didn't want anybody dying in the building.

CUT TO:

INT. CABSTAND - NIGHT

HENRY is making a ham and cheese sandwich.

CAMERA TRACKING through room full of PEOPLE playing cards, through professional CARD DEALERS skittering cards across green felt tables, through BODYGUARDS watching the door, through TUDDY VARIO walking around the tables, through PAUL VARIO standing quietly on the side, through HENRY giving the sandwich to ONE of the PLAYERS.

HENRY (V.O.) It was a glorious time. Wiseguys were all over the place. It was before Apalachin and before Crazy Joey decided to take on a boss and start a war. It was when I met the world. It was when I first met Jimmy Burke.

CAMERA COMES TO REST when JIMMY BROKE walks in the door.

CUT TO:

HENRY

Looking at JIMMY

HENRY (V.O.) He couldn't have been more than twenty-four or twenty-five at the time, but he was already a legend. He'd walk in the door and everybody who worked the room went wild. He'd give the doorman a hundred just for opening the door. He                         shoved hundreds in the pockets of                          the dealers and who ran the games. The bartender got a hundred just for keeping the ice cubes cold.

HENRY sees VARIO give BURKE a hug around the shoulder. HENRY sees JIMMY handing money to the DOORMAN. HENRY watches PLAYERS timidly move their chairs slightly to make room for JIMMY. HENRY sees JIMMY pull out a wad of bills and sit down.

JIMMY (to Henry, who is                              standing near the                               bar) Hey, kid! Get me a seven and seven.

WE SEE HENRY make the drink and bring it to JIMMY.

VARIO is standing next to JIMMY.

VARIO (his arm around                              Henry's shoulder) Henry. Say hello to Jimmy Burke.

WE SEE JIMMY slip a $20 bill in Henry's shirt pocket.

JIMMY (lifting his drink                              to Henry) Keep 'em coming.

FREEZE FRAME OH JIMMY.

HENRY (V.O.) Jimmy was one of the most feared gays in the city. He was first locked up at eleven and was doing hits for mob bosses when he was sixteen. Hits never bothered him. It was business. But what he really loved to do was steal. I mean, he                         actually enjoyed it. Jimmy was the kind of guy who rooted for the bad guys in the movies. He was one of the city's biggest hijackers. Clothes. Razor blades. Booze. Cigarettes. Shrimp and lobsters. Shrimp and lobsters were the best. They went fast.

EXT. TRAILER TRUCK - NEAR IDLEWILD AIRPORT - NIGHT

The trailer truck is stopped at a light in a deserted area near JFK Airport. WE SEE the DRIVER being quietly led to a               car where JIMMY BURKE is standing. WE SEE JIMMY routinely take the DRIVER'S wallet. There is absolutely no resistance.

HENRY (V.O.) And almost all of them were gimmie's.

CUT TO:

CLOSE UP - WALLET

WE SEE JIMMY put a $50 bill in the DRIVER'S wallet.

HENRY They called him Jimmy the Gent. The drivers loved him. They used to tip him off about the really good loads. Of course, everybody got a piece. And when the cops assigned a whole army to stop him, (pause) Jimmy made them partners.

CUT TO:

EXT. CABSTAND PACKING LOT - DAY

CLOSE UP - ROWS OF CIGARETTE CARTONS

piled inside a large trailer truck.

JIMMY and TOMMY DESIMONE, a youngster about HENRY's age, are moving large cigarette cartons toward truck tailgate. While JIMMY is dressed like a truck driver, TOMMY is - very nattily dressed in a sharply-cut suit and highly buffed shoes.

JIMMY and TOMMY are loading the cartons into the arms of a               WOMAN SCHOOL-CROSSING GUARD who is having difficulty carrying the load.

JIMMY Tommy. Help the lady.

WE SEE TOMMY scramble down from the truck and help the SCHOOL-CROSSING GUARD to her own car where WE SEE she already bad a load of the cartons.

WE SEE HENRY standing near her car and watching.

SCHOOL-CROSSING GUARD (driving off) Thank you, sweetheart.

CUT TO:

JIMMY standing between TOMMY and HENRY.

JIMMY (to Henry) Say hello to Tommy. You'll do good together.

CUT TO:

POLICE CAR

pulling onto the sidewalk where HENRY, TOMMY and JIMMY are standing. The COPS recognize JIMMY.

COP #1 Anything good?

HENRY watches JIMMY smile and toss a couple of cartons of               cigarettes into their radio car.

The COPS wave and drive off.

EXT. FACTORY GATE - QUITTING TIME

WE SEE HENRY busily selling cartons to WORKERS. TOMMY is               getting cartons out. of the trunk of a car parked nearby. HENRY is so busy he can hardly keep the money and cash straight. Instead of the neat roll we saw on JIMMY, HENRY's               cash is a wrinkled mess. Some of it is rolled, some folded, some in different pockets. WE SEE HENRY approached by TWO CITY DETECTIVES.

DETECTIVE #1 What do you think you're doing?

DETECTIVE #2 Where did you get these cigarettes? (offering them                              cartons) It's okay.

DETECTIVE #l roughly grabs HENRY's arm. DETECTIVE #2 grabs HENRY's cigarette cartons. WE SEE HENRY pull his arm away and ONE of the DETECTIVES slaps him across the face.

WE SEE that TOMMY is about to say something, but runs away instead.

INT. CABSTAND - DAY

WE SEE TOMMY talking to TUDDY and ASSORTED HOODS at the cabstand.

INT. COURTROOM - "AR-1" (ARRAIGNMENT PART 1)

HENRY is waiting along with DOZENS OF HOOKERS, nodding JUNKIES, MUGGERS and SHOPLIFTERS. When HENRY'S case is               called, WE PAN to a well-dressed MOB LAWYER. HENRY, who has never seen the LAWYER before, walks to the

PROSECUTOR'S, rather than the DEFENDANT'S table. A COURT CLERK nods him over toward his own LAWYER.

Without acknowledging HENRY, the LAWYER nods and smiles at               the JUDGE, who smiles and nods back.

JUDGE Councilor, proceed.

CUT TO:

INT. COURTROOM - CENTER AISLE

HENRY is walking out of the court. HENRY sees JIMMY BURKE smiling and waiting for him in the rear of the courtroom. JIMMY puts his arm around HENRY like a father, and tacks a               one-hundred dollar bill into HENRY's chest pocket. They walk out into the court corridor in silence together and then, suddenly, HENRY sees PAUL VARIO, TOMMY, TUDDY, and the WHOLE CREW from the cabstand waiting for him. They start clapping and whistling and slapping his back and cheering. VARIO, TUDDY and BURKE embrace him.

While bewildered COPS and LAWYERS watch!

CHORDS OF HOODS You broke your cherry! You broke your cherry!

LAST FREEZE.

TITLE UP - IDLEWILD AIRPORT: 1955

EXT. WIDE SHOT - IDLEWILD CARGO AREA

HENRY (V.O.) By the time I grew up, there was thirty billion a year in cargo moving through Idlewild Airport and we tried to steal every bit of                         it.

EXT. AIRPORT DINER - PARKING LOT - DAY

ANGLE - GREY LIZARD SHOES AND SHARP GREY PANTS

and UP TO SEE HENRY standing in parking lot, when a large truck pulls up. WE SEE TOMMY DESIMONE standing with him.

HENRY (V.O.) You've got to understand, we grew up near the airport.. It belonged to Paulie. We had friends and relatives who worked all over the place and they tipped as off about what was coming in and what was going out.

WE SEE DRIVES get out of track with engine still running and leave door open. He nods to HENRY who does not respond and the DRIVES casually walks toward the diner.

HENRY (V.O.) If any of the truckers or airlines gave as trouble, Paulie had his people scare then with a little strike. It was beautiful. It was an even bigger money-major than numbers, and Jimmy was in charge. Whenever we needed money, we'd rob the airport. To us, it was better than Citibank.

INT. TABLE IN DINER

WE SEE DRIVER rise from debris of breakfast dishes, leave a tip and pay the CASHIER. Be walks out the door toward his truck in the parking lot.

HOLD ON the door.

DRIVER rushes back in through the door toward the CASHIER.

DRIVER (flushed and agitated) Hurry, gimme the phone. Two niggers just stole my track.

INT. SONNY'S BAMBOO LOUNGE - DUSK

A cavernous room within earshot of the airport that looks like a movie nightclub. No matter when you walk into the Bamboo Lounge it's always the middle of the night.

CAMERA TRACKS past the zebra-striped banquettes and bar stools, past sharpy BUSINESSMEN, BOOKMAKERS and HOODS.

HENRY (V.O.) There was Jimmy and Tommy and me. And there was Anthony Stabile, Angelo Sepe, Fat Andy, Frankie the Wop, Freddy No Nose, Pete the Killer, Nicky Blanda, Mikey Franzese, and Johnny Echoes, who got that nickname because he said everything twice. Like*, "You                         wanna get the papers, get the                          papers."

CAMERA TRACKS to the backroom which WE SEE is filled with racks of clothes, boxed television sets, new toaster ovens and stereos. WE SEE MAN rolling racks of fur coats into the room which looks like a discount store warehouse.

MAN (to Sonny) Sonny, we got the coats.

SONNY (ignoring the man,                              and to Henry) You got any suits?

HENRY Not till Thursday.

SONNY (closing door to                              backroom) I need suits.

CUT TO:

HENRY, JIMMY, TOMMY, AND ASSORTED HOODS AND THEIR GIRLFRIENDS

are having a party. There are champagne buckets around the table which is littered with steak and lobster dishes. The table is a mess and everyone is laughing. WE SEE HENRY look at his watch and look at the lounge's entrance.

HENRY (V.O.) For us to live any other way was nuts. To us, those goody-good people who worked shitty jobs for bum paychecks, who took the subway to                         work every day and worried about their bills, were dead. They were suckers. They had no balls. If we                         wanted something, we just took it. If anyone complained twice, they got hit so bad they never complained again. It was routine. You didn't                         even think about it.

CUT TO:

DOORWAY or BAMBOO LOUNGE WE SEE FRENCHY MCMAHON, a beefy man in a leather wind-breaker, enter.

WE SEE HENRY get up and go over to greet him.

CUT TO:

THE BAR

HENRY and FRENCHY embrace.

FRENCHY is still wearing his Air France cargo worker's - coveralls under his leather jacket and WE SEE the "Air               France" logo and the name "Frenchy" in script over the coverall's breast pocket.

FRENCHY (trying to whisper                              above the din) It's all there. I can get you past the alarms and I can get the key.

WE SEE HENRY torn to table and wave at JIMMY to join the at the bar.

CUT TO:

THE TABLE

WE SEE JIMMY get up and go to the bar.

WE SEE TOMMY at the table with SONNY BAMBOO, the owner, hovering around. SONNY BAMBOO is holding a thick sheaf of               bills. WE SEE SONNY timidly approach TOMMY by whispering in his ear. In the BG, WE ALSO SEE the face of a terrified WAITER.

TOMMY (putting his arm                              around Sonny's                               shoulder) It's okay. Put it on the tab.

SONNY (whispering with                              fear a11 over his                               face) Tommy, it's not just this. Tommy, please. It's seven grand here.

WE SEE TOMMY just stare menacingly at SONNY.

SONNY (he started, he                              might as well finish) Tommy, I need the money, Tommy, please. I owe the world.

TOMMY (leaping from the                              table in a rage) You Sonofabitch fuck. Are you calling me a deadbeat? The money I spent here? Embarrassing me in                         front of my friends. You miserable fuck. (turning to his                              pals) Can you believe this bastard? (back to a terrified                              Sonny) Ungrateful fuck! I oughta break your fucking legs!

WE SEE SONNY BAMBOO flee toward his office, with TOMMY making a half-hearted gesture to follow, but instead, he               walks over and joins HENRY, JIMMY and FRENCHY at the bar. He is smiling.

FRENCHY (to Tommy) Hey, Tommy. Have a drink.

INT. BACKROOM - CABSTAND - DAY

WE SEE SONNY BAMBOO meekly seated at table facing PAUL VARIO. HENRY is standing behind SONNY BAMBOO for support.

VARIO (groaning) If you knew those fucking kids. They're nuts. Especially that Tommy. What am I going to do with them?

SONNY (sweating) But I'm worried. I'm hearing all kinds of things. Paulie. You know me all my life. I've always done the right thing.

VARIO You think that matters? You think they give a shit about anything? The little bastards.

SONNY But it isn't right, Paulie. That Tommy, he's making trouble for me all over town. I can't go                         here. I can't go there.

VARIO You? You think you're the only one? I've talked to them a million times, but they don't listen.

SONNY (weakly) But, Paulie, please.

VARIO (barely listening) Someday they'll get what's coming to them. That's the only way they'll                         stop.

SONNY (pleading) Paulie, I swear, I'm afraid. The guy's nuts. What do I have to do? Whatever I gotta do, I'll do.

VARIO (arms outstretched                              like a saint) What can I do? If I could do                         something, don't you think I would?

SONNY looks up at HENRY for support.

HENRY (to Sonny) Tell him. It's okay.

VARIO What?

SONNY I was thinking that maybe you could come in with me. Take a piece of                         the place. If you were with me, maybe than they'd have to lay off.

VASIO What, do I need ...

SONNY (interrupting) I mean it. We could do good.

VARIO You want a partner?

SONNY Please?

EXT. BAMBOO LOUNGE - OUTSIDE - DAY

WE SEE trucks with liquor, beer, sides of beef, even furniture like bar stools and large mirrors being unloaded and delivered into the front door.

HENRY (V.O.) Now the guy's got Paulie for a                         partner. Any problems, he goes to                         Paulie. Trouble with the bill? He                         can go to Paulie. Trouble with the cops? Deliveries? Tommy? He can call Paulie.

INT. BAMBOO LOUNGE - DAY

WE SEE HENRY AND TWO HOODS from cabstand checking the cases of liquor being delivered into the lounge. The entire room is filled floor to ceiling with cases of whiskey, wine, crates of lobster, and shrimp, and stacks of table linen and sides of beef. The place looks like a warehouse.

HENRY (V.O.) But now the guy has got to come up                         with Paulie 's money every week, no matter what. Business bad? Fuck you, pay me. You had a fire? Fuck you, pay ma. The place got hit by                          lighting? Fuck you, pay me. Also, Paulie could do anything. Especially run up bills on the joint's credit. Why not? Nobody's gonna pay for it                         anyway.

EXT. BAMBOO LOUNGE - REAR ALLEYWAY - DAY

WE SEE cases of liquor, wine, etc., being carried out of               the rear door of the lounge by HOODS from the cabstand and loaded onto U-Haul trucks.

HENRY (V.O.) As soon as the deliveries are made in the front door, you move the stuff out the back and sell it at                         a discount. You take a two hundred dollar case of booze and sell it                         for a hundred. It doesn't matter. It's all profit.

INT. BAMBOO LOUNGE OFFICE

HENRY, JIMMY and TOMMY are standing around the small workman's table. There is no desk. The office looks denuded of furniture. A LAWYER is going over papers.

A terrified, unshaven SONNY BAMBOO is seated behind the desk. The LAWYER is showing him where to sign.

HENRY (V.O.) And, finally, when there's nothing 1 left, when you can't borrow another buck from the bank or buy another case of booze, you bust the joint out.

CUT DIRECTLY TO:

LARGE CLOSE UP OF - HANDS

making rolls of toilet paper being kneaded into long rolls with Sterno.

CUT TO:

HENRY AND TOMMY shoving wads of Sterno paper into the ceiling rafters.

HENRY (V.O.) You light a match.

CUT TO:

CLOSE UP - MATCH

Lighting rolls of Sterno paper.

EXT. BAMBOO LOUNGE - CURBSIDE - NIGHT

The street is empty. HENRY and TOMMY are seated in HENRY'S               car. They are watching the Bamboo Lounge.

TOMMY (to Henry) You gotta help me. Okay? This girl I told you about? Diana? She's                         from the Five Towns. She's Jewish. She won't go out with me alone. Can you believe this shit? She's                         fucking prejudiced, but she's built. She's never been out with an Italian before. She says she'll only go                         out on a double date with her girlfriend. You believe this shit? But you gotta see her. I mean, she's beautiful.

HENRY (laughing) Will you get the fuck out of here.

TOMMY Is it my fault she won't go out without her girlfriend? For Chrissake. Come on. You don't                         even have to stay. Jeesuz! What's                         the big deal?

HENRY Tommy ...

CUT TO:

HENRY AND TOMMY

watching smoke coming out of basement windows of Bamboo Lounge.

TOMMY (O.S.) (back to conversation) I swear you don't have to do                         nothing. You just show up and then leave. What do you think, I want you around? All I need is for you to get me started.

We hear car angina start.

INT. A QUIET PLUSH BANQUETTE IN THE VILLA CAPRA

A red damask restaurant. TOMMY and HENRY are seated on the outside of a U-shaped banquette with their two girls, DIANE and KAREN, seated inside. DIANE is being wooed and pawed by a blissful TOMMY. DIANE is enjoying every bit of TOMMY'S               undivided attention. KAREN has not touched her melted baked Alaska and is looking directly at HENRY. HENRY is stirring his coffee.

HENRY (V.O.) I had a meeting with Tuddy around eleven o'clock and here I am a                         back-up guy.

KAREN (sarcastically) Have more coffee. It'll wake you up.

HENRY (V.O.) I couldn't wait to get away. I was ordering the dessert when they were eating dinner. When they were having coffee, I was asking for a                         check.

TOMMY (to Henry, while                              hugging Diana) Isn't she great? Isn't this great? Let's do it tomorrow night? Okay?

KAREN (V.O.) I couldn't stand him. I thought he was really obnoxious. He kept fidgeting around.

EXT. RESTAURANT - PARKING LOT - NIGHT

WE SEE HENRY pushing KAREN Into the car.

KAREN (V.O.) Before it was even time to go home he was pushing me into the car ...

EXT. CURBSIDE - KAREN'S HOUSE -

WE SEE HENRY hurrying KAREN out of the car.

KAREN (V.O.) ... and then pulling me out. It                         was ridiculous. But Diana and Tommy had made us promise to meet them again on Friday night. We agreed. Of course, when Friday night came around, Henry stood me up.

INT. VILLA CAPRA RESTAURANT - NIGHT

WE SEE TOMMY, DIANE and KAREN seated at a table set for four.

KAREN (V.O.) We were a trio instead of double- date that night, but I made Tommy take me looking for him.

EXT. CABSTAND SIDEWALK - NIGHT

A hot night. The HOODS have moved to the sidewalk where WE               SEE them sitting in sleeveless underwear, watching the street.

WE SEE HENRY leave the cabstand when suddenly a car screeches up on the sidewalk directly in front of him. The HOODS scatter and WE SEE that HENRY is terrified.

KAREN (charging out of                              the door, screaming) You've got some nerve. Standing me                         up. Nobody does that to me. Who do                         you think you are? A big shot?

CUT TO:

HENRY

who sees TOMMY and DIANE in the car, laughing.

HENRY (embarrassed and                              defensive) I didn't know, I swear. I thought it was next week.

KAREN Liar!

CUT TO:

HENRY

Who sees the WISEGUYS laughing.

HENRY Take it easy. We can talk about it.

HENRY (V.O.) She's screaming on the street and I mean loud, but she looked good. She had these violet eyes. I                         remember she's screaming, but mostly I'm looking at her eyes. They were just like Elizabeth Taylor's. That's                         what everybody said.

KAREN (furious) Talk? To you? After what you did!

HENRY I thought you were going to stand me up. You looked bored. You didn't                         say anything. What did you expect. Tommy was all over me. Right?

WE SEE KAREN relax for a second.

HENRY Come on, let me make it up.

INT. ENTRY TO KAREN'S SUBURBAN HOME - EVENING

ANGLE ON GOLD CROSS AROUND MAN'S NECK

and TILT UP. HENRY is all smiles and slicked-up.

Standing in the door wearing a grey suit and open-necked black silk shirt with a gold cross and chain.

KAREN (filled with alarm) Button year shirt, quick! Hurry

HENRY buttons his shirt as KAREN'S MOTHER comes to the door.

KAREN Ma, this is my friend, Henry Hill.

MOTHER My daughter says you're half-Jewish?

EXT. COPACABANA - NIGHT

HENRY gives the keys and a rolled-up twenty-dollar bill to               the DOORMAN at the building across the street and steers KAREN toward the Copa.

KAREN What're you doing? What about the car?

HENRY (while pushing her                              through the crowd                               waiting to get in) He watches it for me. It's better than waiting at a garage.

HE SEE HENRY deftly steer KAREN away from the Copa's main entrance and down the basement steps. A HUGE BODYGUARD, eating a sandwich in the stairwell, gives HENRY a big "Hello." WE SEE HENRY walk right through the basement kitchen, which is filled with CHINESE and LATINO COOKS and DISHWASHERS who pay no attention. KAREN is being dragged along, open-mouthed, at the scene. HENRY starts up a stained kitchen staircase through a pair of swinging doors and suddenly KAREN sees she is inside the main room. The harried MAITRE D' (he is surrounded by CUSTOMERS clamoring for               their tables) waves happily at HENRY and signals to a                CAPTAIN. WE SEE a table held aloft by TWO WAITERS wedging their way toward the stage and plant the table smack in               front of what had until that moment been a ringside table. As HENRY leads KAREN to their seat, she sees that he is               nodding and shaking hands with MANY of the OTHER GUESTS. WE SEE HENRY quietly slip twenty-dollar-bills to the WAITERS.

KAREN (sitting down) You gave them twenty dollars each?

WE SEE the CAPTAIN approach with champagne.

CAPTAIN This is from Mister Tony, over there.

HENRY Where, over there?

CAPTAIN Over there, over there.

KAREN watches HENRY turn around and wave at a 280-POUND HOOD.

KAREN What do you do?

HENRY (toasting Karen and                              clinking glasses) I'm in construction.

KAREN (taking his hands) They don't feel like you're in                         construction.

HENRY turns to the stage where the lights begin to dim and BENNY YOUNGMAN walks out.

HENRY I'm a union delegate.

EXT. AIR FRANCE CARGO AREA - NIGHT

On loading platform HE SEE HENRY and TOMMY dressed in Air France coveralls.

HENRY is carrying a large suitcase.

Suddenly WE SEE FRENCHY McMAHON come through a door, slip HENRY a key and lead them back into the office area near the entrance.

HENRY goes to the door marked "SECURITY AREA" that FRENCHY points out and opens it with the key. HENRY and TOMMY go               inside.

CUT TO:

HENRY AND TOMMY

coming out with the suitcase, close the door and walk right past FRENCHY without saying a word.

INT. CABSTAND BACKROOM - NIGHT

WE SEE the suitcase open on the desk. WE SEE VARIO, JIMMY, HENRY and TOMMY standing around, wreathed in smiles. HENRY is counting stacks of cash, spreading them all over the desk.

HENRY (V.O.) Air France made me. We walked out with four hundred and twenty thousand dollars without a gun. And we did the right thing.

HENRY counts up $420,000 and slides ten packages of $l00- bills in front of VARIO who stands up and proudly kisses HENRY on the cheek. JIMMY and TOMMY, both aglow with the moment, look on. It is clear that HENRY has come of age.

CUT TO:

HENRY'S FACE

VARIO (to Henry) It's a lot of money for a kid. If                         anyone asks, just say you won it                          shooting crap.

EXT. BEACH CLUB - DAY

HENRY and KAREN are at a sun-drenched table after paper- cup and paper-plate lunch where HENRY is trying to pay cash.

KAREN (touching Henry's                              arm) No. No. You've got to sign for it.

WE SEE athletic YOUNG MEN and WOMEN in white clothe* carrying tennis and squash rackets walk by. One young man, BRUCE, says hello to KAREN. She introduces him to HENRY.

CUT TO:

KAREN (after Bruce walks                              on) He lives across the street.

CUT TO:

CHAMPAGNE

being sent to table.

INT. NIGHTCLUB - NIGHT

CAMERA PANS to stage where WE SEE SINGER'S back and HENRY and KAREN at a luxurious ringside table with linen, silver, and crystal.

KAREN (V.O.) One night Billy Daniels sent us                         champagne. There was nothing like it. I didn't think that there was anything strange in any of this -- you know, a twenty-one-year-old kid with such connections.

CUT TO:

INT. HENRY'S CAR - DAWN

HENRY and KAREN are sipping champagne from Copa glasses in               car parked outside her house.

KAREN (V.O.) He was an exciting guy. He was really nice. He introduced me to                         everybody. Everybody wanted to be                         nice to him. And he knew how to                         handle it.

CUT TO:

INT. MARTY KRUGMAN'S QUEENS BOUEVARD WIG AND BEAUTY SALON - DAY

ANGLE ON MARTY'S TELEVISION COMMERCIAL

WE SEE MARTY swimming the length of a pool, surrounded by               adoring MODELS in bathing suits.

MARTY'S TV (V.O.) They'll stay put even in a typhoon. And I should know. I'm the president of the company."

WE SEE MARTY and HENRY standing near television set commercial is repeated over and over. MARTY is taking bets on the phone and complaining to HENRY. WE SEE an               agitated JIMMY BURKE in BG poking at wigs and looking toward HENRY and MARTY

MARTY. (complaining sotto                              voice to Henry                               while taking bets                               on the phone) Jimmy's busting my chops. (into phone) Okay, give 'em eight to five on                         Cleveland. (hangs up phone and                              to Henry, while                               nervously eyeing                               in the other room) He wants three points over the vig. From me? I don't believe this shit?

HENRY (pleading) Marty. Please. You know Jimmy. You borrowed his money. Pay 'em.

MARTY (so outraged his                              voice gets loader) I didn't agree to three points over the vig.- What am I nuts? I                         didn't need it that much.

HENRY (getting exasperated) What are you gonna do? Fight with him? He wants his money.

MAJKTY Fuck 'em. I never paid points. I                         always did the right thing. Did I                         ever bust his balls? Did I? Did I? I could have dropped a dime a                          million times,  and I wouldn't                          have had to pay dick.

HENRY (getting annoyed) Marty, you're talking crazy. Drop a dime? Call the cops? Don't even let anybody hear such bullshit. Hey don't you just pay the man his money and shut the fuck up.

WE SEE JIMMY in BG start toward HENRY and MARTY when he               hears HENRY raise his voice.

WE SEE JIMMY come up behind MARTY and wrap the long telephone extension cord around MARTY's neck. WE SEE MARTY's eyes begin to pop. WE SEE HENRY try to get his hands between the wire and MARTY's neck while trying to               get JIMMY to stop.

JIMMY (total fury) You got money for your bullshit television, don't you? I gotta watch you swimming back and forth on TV all night long, don't I?                          You got money for that, but you don't have my money?

HENRY Jimmy. He'll be okay. He's good for it. Relax.

WE SEE MARTY nodding in agreement that he will pay. Suddenly, the phone rings.

WE SEE JIMMY, HENRY and MARTY frozen for a second. WE SEE JIMMY relax the cord. WE SEE MARTY pick up the phone. The extension cord is still loosely wrapped around his neck.

MARTY (handing Henry the                              phone) It's for you.

HENRY takes the phone.

HENRY (fury crosses his                              face) Wait there.

HENRY races out the door, leaving MARTY and JIMMY docilely looking after him as he runs out the door.

EXT. ROADSIDE TELEPHONE BOOTH ON HIGHWAY

WE SEE KAREN waiting at booth as HENRY pulls up.

INT. HENRY'S CAR

KAREN (crying and                              disheveled) I've known him all my life. He                         just started grabbing at me. He                         wouldn't stop. And when I hit him across the nose with my shoe, he                         got mad and shoved me over.

EXT. KAREN'S PARENTS HOUSE

HENRY's car is parked at the curb. A new red Corvette is               parked across the street.

HENRY Go inside. I'll be right there.

KAREN What are you gonna do?

HENRY Get inside!

When KAREN gets out of the car, WE SEE HENRY reach under the seat for a snub-nose .38 revolver.

EXT. CORVETTE DRIVEWAY

WE SEE HENRY walk down driveway to the backyard area where BRUCE and TWO of his BROTHERS are talking. BRUCE sees HENRY and walks toward him. BRUCE'S TWO BROTHERS are smirking.

BRUCE What do you want?

They get closer.

BRUCE (annoyed and menacing) Hey! Fucko! You want something?

With absolutely no warning, HENRY reaches out and grabs BRUCE's hair with one hand and pulls his gun out of his waistband with the other. In almost one motion, HENRY

Smashes the gun across BRUCE's face. Teeth fall from BRUCE's               mouth. The TWO BROTHERS, still not seeing the gun, start toward HENRY, but HENRY continues to pound the gun into BRUCE'S face like a dinner gong. BRUCE's head is still off the ground only because HENRY refuses to let go of his hair. BRUCE'S BROTHERS realize HENRY has a gun. They freeze and back off.

WOMAN'S VOICE (from a window) HELP! Police! He's got a gun! Police! Quick! Murder!

HENRY drops BRUCE to the ground.

EXT. KAREN'S DRIVEWAY

WE SEE KAREN standing at the side door as HENRY races up               and puts something in her hand.

HENRY (panting) Here, hold this.

WE SEE KAREN look down.

CUT TO:

KAREN'S HAND

holding gun.

CLOSE UP - GUN

KAREN (V.O.) I know there are women, like my                          best friends, who would have gotten out of there the minute their boyfriend gave them a gun to hide. "Fha! You and your gun. Get out                          of here, who needs you?" That's                         what they would have said to him. But I didn't. I've got to admit the truth. It turned me on.

WE SEE KAREN look around to make sure no one else has seen her. She then leans over and hides the gun in the milk box at her feet.

INT. KAREN'S PARENTS' HOUSE

WE SEE hands carefully wrapping a white linen table napkin around some object. WE SEE the napkin and object placed on               the fleer. WE SEE a MAN's heel cone down and smash the object:, which turns out to be a wine glass. We are at a               small Jewish living room wedding with a canopy and RABBI and it was HENRY who broke the glass as a part of the ritual. KAREN'S PARENTS are glumly looking on. HENRY'S               PARENTS are even glummer. Only MICHAEL, HENRY's brother in               the wheelchair, looks pleased.

INT. CHATEAU BLEU CATERING HALL

PAULIE VARIO, FRENCHY, MARTY KRUGMAN, TOMMY DESIMONE, and ALL of their WIVES and FIANCEES are present.

PAN from HENRY'S and KAREN'S PARENTS sitting uneasily at               different tables.

JUMP CUTS TO PAUL VARIO presiding at a sort of line, introducing KAREN to the VARIO FAMILY and GUESTS. HENRY stands behind KAREN, smiling proudly.

KAREN (V.O.) It was like he had two families. The first time I was introduced to                         them all at once, it was crazy. Paulie and his brothers had lots of sons and nephews and almost all of them were named Peter or Paul. It was unbelievable. There must have been two dozen Peters and Pauls at the wedding. Plus, they were all married to girls named Marie, and they named all their daughters Marie. By the time I                         finished meeting everybody. I                         thought I was drunk.

CUT TO:

HENRY AND KAREN'S TABLE

Seated nearby are a beaming JIMMY BURKE and his wife, MICKEY BURKE.

WE SEE VARIO approach and hand KAREN an envelope.

VARIO Here. This is for you.

KAREN (looking down at                              the envelope) Paulie, you shouldn't.

WE SEE that VARIO's envelope is richly embossed with hearts and flowers and has a clear window in front through which she can see several neatly-folded hundred, dollar bills. When KAREN looks up, she sees that EVERY WISEGUY and his WIFE are lined up before her and that they are ALL holding envelopes with clear windows in front.

CUT TO:

KAREN

perspiring a little as she accepts and thanks the DOZENS OF WISEGUYS giving her the envelopes. WE ALSO SEE HENRY has opened a plastic supermarket shopping bag under the table where he is stuffing the envelopes just as soon as               KAREN accepts them.

CUT TO:

HENRY AND KAREN getting up to dance.

KAREN (whispering) My bag. My bag.

HENRY (amused) What bag?

KAREN (desperate) The bag with the envelopes.

HENRY (chiding) Oh that. Don't worry about that. Nobody's gonna steal it.

INT. KAREN'S MOTHER'S HOUSE - LIVING ROOM - DAWN

WE SEE KAREN propped up, awake, in a chair. Her FATHER is               seated on a sofa, asleep. KAREN'S MOTHER is looking out the window.

KAREN'S MOTHER He didn't call?

KAREN He's with his friends.

KAREN'S MOTHER What kind of person doesn't call?

KAREN He's a grown man. Be doesn't have to call every five minutes.

KAREN'S MOTHER If he was so grown up he'd get you two an apartment.

KAREN Don't bring that up. You're the one who wanted us here.

KAREN'S MOTHER (ignoring the charge) Look. He's got the whole house in                         an uproar.

CUT TO:

FATHER dozing on sofa.

KAREN'S MOTHER He's got your father upset. Good thing he doesn't have to go to                         work in the morning. Is this what he deserves?

KAREN Ma! Please! You're driving me                         crazy.

KAREN'S MOTHER Driving you crazy? Don't get me                         started. You're here a month and sometimes I know he doesn't come home at all. What kind of people are these?

KAREN Ma! Stop! What do you want me to                         do?

KAREN'S MOTHER Do? What can you do? What did you expect? He wasn't Jewish. Did you know bow they live? Your father would never stay out this late without calling. In thirty years he never stayed out all night.

CUT TO:

FATHER SLEEPING ON SOFA

KAREN Stayed out? Daddy never went out at all.

DISSOLVE TO:

TITLE UP - 6:30 A.M.

We hear car door open in front of house.

CUT TO:

KAREN AND KAREN'S MOTHER

open the door together and WE SEE HENRY standing in doorway, a little drunk.

Behind HENRY WE SEE a car with TOMMY DESIMONE still parked at the curb.

KAREN is happy to see him. She smiles.

KAREN'S MOTHER (angrily) Where were you? Where have you been? Why didn't you call? We were all worried to death! A married man doesn't stay out like this!

WE SEE HENRY look at KAREN, look at KAREN'S MOTHER and turn around and get back in the car and drive away.

KAREN BEGINS TO CRY.

KAREN'S FATHER sleepily comes to the door.

KAREN'S MOTHER (as Henry drives                              away) Normal people don't live this way.

INT. LIVING ROOM - JIMMY AND MICKEY'S ARCHIE-BUNKER HOUSE - NIGHT

KAREN and MOST of the WOMEN we saw at the wedding are at               MICKEY's cosmetic party. There are large cardboard posters of glamorous models using the cosmetic's at MICKEY'S feet.

KAREN (V.O.) We weren't married to nine-to-five guys, but the first time I realized how different was when Mickey had a hostess party.

CUT TO:

MICKEY

Brushing another woman, ANGIE's, hair while showing off a               new brush.

MICKEY (to Angie) Angie, sweetheart, you want it                         fluff?

CUT TO:

ANGIE'S TIRED FACE

black-ringed eyes and thin mouth.

ANGIE He's the one with the hands. I'd                         like to smack his face.

WOMAN #1 The red-haired guy? He looks a                         like a farmer?

ANGIE Sonofabitch. I swear. You can't                         go through the gate without his hands. I told him. Keep' your fucking hands off, you Sonofabitch, or I'll cut them off.

WE SEE the WOMEN laugh.

ANGIE)                        He don't know bow lucky he is. It                          I just mentioned it to Vince, I                          don't even want to know.

WOMAN #1 That's the problem. How can you mention it? Vince 'd kill him.

ANGIE You think I don't know? You think I like to keep this inside? But I                         gotta, or he'll kill the miserable bastard and he'll be there for life. It's disgusting what you have to put up with.

MICKEY (while fluffing                              Angle's hair) Look at Jeannie's kid.

ANGIE What? What happened?

MICKEY The oldest one. He was in an                         argument. A lousy ten-dollar card game. The kid pulls out a gun. It                         goes off. The kid gets killed. The grandmother hears it and finds out he's been arrested. She has a heart attack. She drops dead right on                         the spot. Now Jeannie's got a                         husband and son in jail and a mother in the funeral parlor.

ANGIE But he was always a bad kid, that one.

MICKEY No. Come on. It was the younger one that was the bad one.

KAREN (V.O.) (continuing over                              dialogue) They had bad skin and wore too much makeup. I mean they didn't                         look very good. They looked beat- up.

CLOSE UP - WOMEN

Talking.

KAREN (V.O.) You never saw teeth like that where I was growing up and the stuff they wore was thrown together and cheap. A lot of pants suits and double-knits. And they talked about how rotten their kids were and about beating them with broom handles and leather belts, but that the kids still didn't pay any attention. When Henry picked me                         up, I was dizzy.

INT. BEDROOM - KAREN'S MOTHER'S HOUSE - NIGHT

WE SEE they are getting ready for bed.

KAREN I Don't know. I don't know if I                         could live that way. What if, God forbid, you go to prison. Mickey said Jeannie's husband --

HENRY (angrily interrupting) Are you nuts? Jeannie's husband went to the can just to get away from her, she's such a pain in the ass. Let me tell you. Nobody goes to jail unless they want to, unless they make themselves get caught. They do stuff with the wrong people. They don't have things organized. You know who goes to jail? Nigger stickup men. That's who. And they only get caught because they fall asleep in the getaway car.

KAREN looks down. She listening.

HENRY Listen, we're beginning to make real money for the first time. It's business. Do you think I'm                         going to walk away from that?

HENRY puts his arm around KAREN and begins to hug her.

KAREN (V.O.) After a while, it all got to be                         normal. None of it seemed like crimes. It was more that Henry was enterprising. That he and the guys were making a few bucks hustling, while other men were sitting on                         their asses waiting for handouts. Our husbands weren't brain surgeons. They were blue collar guys, and the only way they could get extra money, real extra money, was to go                         out and cut a few corners.

CUT TO:

INT. TRUCK - NIGHT

ANGLE ON HENRY AND TOMMY

who is carrying a brown paper bag as though it were a gun, pulling a DRIVER out of his truck and shoving him toward ANOTHER HOOD who pushes him into the rear seat of a car Where WE SEE - ANOTHER HOOD.

CUT BACK TO:

HENRY AND TOMMY getting into the truck.

CUT TO:

ROAD where HE SEE the truck drive off.

CUT BACK TO:

TRUCK

Where WE SEE the paper bag in TOMMY'S hand explode in a               red burst as he wildly fixes shots into the air.

He hear HENRY's laughter.

KAREN (V.O.) And we were also very close. I                         mean, there were never any outsiders around. Absolutely never! And being together all the time made everything seem even more normal.

INT. HENRY'S DOORWAY

WE SEE KAREN looking at a search warrant being shown to               her by DETECTIVES who are being very polite. The CHILDREN are looking on.

KAREN (V.O.) There was always a little harassment. They always wanted to                         talk to Henry about this or that. They'd come with their subpoenas and warrants and make me sign. But mostly they were just looking for a handout. A few bucks to keep things quiet, no matter what they found.

KAREN (signing the paper) Can I make you some coffee?

The DETECTIVES smile and, taking off their hats, walk into the house where KIDS and KAREN resume watching TV.

KAREN (V.O.) I always asked them if they wanted coffee. Some of the wives, like Mickey Burke, used to curse at                         them and spit on the floor. Imagine. She'd spit on her own floor. That never made any sense to me. It was better to be polite and call the lawyer.

CUT TO:

IN BACKGROUND HE SEE the DETECTIVES going through the house.

CUT TO:

INT. DINING ROOM - JIMMY HORSE'S HOUSE - NIGHT

WE SEE JIMMY and MICKEY and HENRY and KAREN and TODDY and WIFE, TOMMY and GIRLFRIEND, MARTY and FRAN KRUGMAN, ANGELO SEPE and WIFE and the ASSORTED CHILDREN, all wearing party hats and blowing out the candles on nine-year-old JESSE JAMES BURKE's huge layer cake.

KAREN We did everything together and we                          were always the same crowd. Anniversaries. Christenings. We                         only want to each other's houses.

CUT TO:

SNAPSHOT OF JIMMY HOGGING KAREN AND MICKEY AT TABLE

KAREN (V.O.) The woman played cards. When my                         kids were born. Jimmy and Mickey were always the first at the hospital.

CUT TO:

SNAPSHOT OF BEAMING JIMMY, MICKEY AND HENRY EMBRACING AGAINST THE WINDOW OF MATERNITY HOSPITAL WHILE A NURSE HOLDS OP A BABY. MICKEY IS IN TEARS.

KAREN (V.O.) When we went to the Islands or                         Vegas for vacation, we always. went together.

CUT TO:

SNAPSHOT OF JIMMY AND MICKEY AND HENRY AND KAREN IN BATH- SUITS STANDING NEXT TO THEIR POOLSIDE CHAIRS HOLDING TALL TRADER VIC'S-STYLE DRINKS WITH TINY UMBRELLAS AND PINEAPPLE STICKING OUT OF THEM.

KAREN It got to ba normal. I got to where I was even proud that I had the kind of husband who was willing to                         go out and risk his neck just to                          get us the little extras.

CUT TO:

INT. HENRY AND KAREN'S SUBURBAN HOUSE - MORNING

ANGLE ON HENRY'S BEDROOM CLOSET

CAMERA TRACKS row after row of neatly hung suits and sports jackets and racks of sharp shoes.

WE SEE HENRY getting undressed. He neatly hangs his jacket and then lifts the front of his sport shirt to his neck, REVEALING thick packets of crisp $50 and $100 bills be has wedged all around his waist.

KAREN (O.S.) But I got my mother to watch the kids tomorrow night.

CUT TO:

KAREN'S BEDROOM CLOSET

CAMERA TRACKS past rows of KAREN'S dresses, pants suits, blouses, shoes and fur coats.

HENRY (O.S.) I told you I can't.

CUT TO:

KITCHEN

WE SEE HENRY, now shaved and dressed in a different suit. He is on his way out.

KAREN (annoyed) I'm gonna need some money.

HENRY How much?

WE SEE KAREN hold her thumb and forefinger about an inch apart.

WE SEE HENRY take about an inch and a half of money from his inside jacket pocket, slap it on the table and go out the door.

INT. THE SUITE - NIGHT

A plush, overdecorated cocktail lounge and nightclub on               Queens Boulevard, where we hear Sergio Pranchi on the jukebox.

(NOTE: REPLAY THE OPENING OF THE FILM AT 9 TIMES NORMAL                SPEED -- HENRY SLAMMING THE TRUNK CLOSED.)

HENRY (V.O.) For most of the guys, killing got to be accepted. They were routine. Murder was the only way everybody stayed in line. It was the ultimate weapon. Yon got out of line, you got whacked. Everyone knew the rules.

CUT TO:

TOMMY SMASHING GUN INTO BILLY BATT'S HEAD

HENRY (V.O.) But sometimes, even if people didn't                         get out of line, they'd get whacked. Hits just became a habit for some guys. It didn't take anything to                         get yourself killed.

CUT TO:

SILHOUETTE OF TOMMY, HENRY AND JIMMY

Stuffing BILLY'S body into the trunk.

HENRY (V.O.) Guys would get into arguments over nothing and before you knew it, one of them was dead. They were shooting each other all the time. Shooting people was a normal thing. It was no big deal.

CUT TO:

TOMMY'S MOTHER'S KITCHEN AND BREAKFAST.

HENRY (V.O.) You didn't have to do anything and nobody was immune. You just had to                         be there.

CUT TO:

TOMMY

smashing shovel into soft, bloodied matress cover in the trunk of the car.

HENRY (V.O.) But we had a problem with Billy Batts. This was a touchy thing. Tommy had killed a made man. Billy was a part of the Bambino crew and untouchable.

CUT TO:

EXT. CONNECTICUT WOODLAND - NIGHT

WE SEE TOMMY, HENRY and JIMMY burying BATTS.

HENRY (V.O.) Before you could touch a made guy, you had to have a good reason. There had to be a sit-down. And you better get an okay, or you'd                         be the one who got whacked.

HENRY slams down trunk.

CUT TO:

INT. COPACABANA - LATE SHOW - NIGHT

ANGLE ON TABLE

being quickly set up by WAITERS and MAITRE D' as HENRY, TOMMY, ANGELO SEPE, and JOE MANRI sit down. In BG, WE SEE OLDER HOODS with YOUNG SHOWGIRL TYPES.

WE SEE LINDA, a cheery, California blonde, and SOME GIRLFRIENDS seated at a table directly behind HENRY'S table.

CUT TO:

STAGE AND AS STAGE LIGHTS DIM:

HENRY (V.O.) Saturday night was for wives, but Friday night at the Copa was always for the girlfriends.

CUT BACK TO:

HENRY'S TABLE

HENRY is now sitting next to LINDA. TOMMY is with GIRL #l. SEPE is with GIRL #2.

GIRL #1 Last week I saw Sunny Davis. What a performer. You gotta see him. You gotta catch him. He does imitations I swear you'd think it                         was the real people.

GIRL #2 Yeah, the way he moves. It's                         unbelievable. I mean, you can understand how a white girl could fall for him.

TOMMY What are you talking about?

GIRL #2 I don't mean me. Not me. I just mean, you can see how some girls could. Like that Swedish girl. You can see how she fell for him. You can see how he has this, this, personality.

CUT TO:

COPA STAGE

spotlight. BOBBY DARKEN is singing.

EXT. LINDA'S APARTMENT BUILDING - NIGHT

HENRY'S convertible pulls up.

HENRY has his arm around LINDA'S neck. WE SEE them go               into the building.

DISSOLVE TO:

DAWN.

INT. VARIO'S HOUSE - DAY

Sunday. There are LOTS OF RELATIVES and FRIENDS present. HENRY and KAREN arrive. KAREN ia carrying their NEW BABY and HENRY has his TWO-YEAR-OLD DAUGHTER by the hand. A

Great fuss is made over the NEW BABY and over KAREN by the WOMEN, including VARIO'S WIFE. VARIO puts an arm around HENRY and leads him into an alcove.

VARIO What did you hear about that thing?

HENRY What thing? The Brooklyn thing?

VARIO No. No. The guy from downtown.

HENRY The guy from near where Christie used to live?

VARIO No. The other one. The one who disappeared up the block from Christie. The one they made a beef on.

HENRY Oh I Him.

VASIO You know the one I mean?

HENRY Oh yeah. Sure. That guy. I know him.

VASIO That Batts was a miserable fuck, but his people are looking still for him.

HENRY Oh yeah. Yeah. I know. I even looked into it myself. Nobody knows what the fuck happened to him. He came in the joint that one night and then he disappeared.

VARZO Hell, keep your eyes open. They're                         busting my balls looking for the fuck.

INT. THE SUITE - NIGHT

HENRY and LINDA, with the CREW, are drinking. MARTY KRUGMAN is reluctantly paying off a bet at the bar. JIMMY calls HENRY aside.

JIMMY We got a problem, that thing we                         took care of upstate?

HENRY (surprised) Paulie was just talking about him.

JIMMY Well, we gotta dig him up again.

HENRY (shocked) What?

JIMMY The guy just sold the property. They're gonna build condominiums and I don't want anybody digging up the little bastard.

HENRY (horrified) It's been six months.

JIMMY It's still better than letting somebody find him.

HENRY (nodding in agreement                              and concerned) If Paulie finds out, we got problems.

JIMMY Fuck Paulie. If Batts' crew finds we whacked him, we got real problems.

EXT. HENRY'S CAR PARKED ON DESERTED COUNTRY ROAD - NIGHT

A hot summer night. The car trunk is open. HENRY, JIMMY and TOMMY are struggling with shovels. HENRY, sickened by               the stench, is wearing his handkerchief over his nose and mouth. HENRY looks at JIMMY and TOMMY. They do not appear to be bothered by the stench.

EXT. HENRY AND KAREN'S SUBURBAN HOME

HENRY is homing out the trunk of his car. He has all of               the mats, the spare tire, and the jack out of the trunk.

KAREN What happened to the car? (annoyed at Karen's                              prying) I hit a skunk.

HENRY sprinkles in a bottle of perfume and slams the trunk shut.

INT. LINDA'S APARTMENT - BEDROOM - NIGHT

WE SEE LINDA showing off her new apartment to the GIRLS, including ROBIN, a sexy, dark-haired girl. We hear HENRY, TOMMY, SEPE and MANRI laughing in BG. The apartment is               decorated in Ocean Parkway Ring. There are thick velvet- covered sofa and blue-glass coffee table in bedroom and WE               SEE a satin-covered, king-size bed with a doll propped against the pillows. WE SEE LINDA lean over and show her GIRLFRIENDS, including ROBIN, the bed ruffles.

HENRY (V.O.) I set up Linda in an apartment around the corner from the Suite. That way I was able to stay over a                         couple of nights a week. Karen was home with the kids anyway and she never asked any questions anyway.

INT. BRIDAL SHOP - BACKROOM

HENRY is strangling the OWNER of a bridal shop with his own tie while TOMMY and JIMMY laugh.

HENRY (V.O.) Linda and I were having so much fun, she started screwing up at                         work, and I had to straighten out her boss a little bit.

INT. LINDA'S APARTMENT - BEDROOM - CONTINUOUS NIGHT

WE SEE LINDA suddenly lifted off her feet and thrown on               the bed. WE SEE HENRY and the GIRLS laughing. As HENRY lifts LINDA off her feet, he winks at ROBIN, who smiles back.

INT. THE SUITE - A BASEMENT CARD SAME - NIGHT

Glazed walls, ornate sconces, and a rumpus room bar. HENRY, JIMMY, TOMMY and OTHER WISEGUYS are playing cards. TOMMY is a little drunk. SPIDER, a 22-year-old apprentice hood, is waiting on the PLAYERS, bringing then drinks. The sort, of thing we saw HENRY doing earlier. TOMMY is feeling expansive. He throws his jacket open TO REVEAL a gun tacked in his belt.

TOMMY (impatiently) Spider. C'mon, get me a seven and seven.

WE SEE SPIDER deliver a drink to HENRY and slowly back toward the bar.

TOMMY Spider, what did I say? Did I say I was dying over here? Come on. Move it. Don't walk, dance. (to his fellow                              players) Did you ever see in the cowboy movies where they make them dance? Did you see The Oklahoma Kid, the only cowboy movie Cagney ever made? Come on, dance, you varmit.

WE SEE TOMMY taking out his guns.

SPIDER Tommy, don't fuck around.

TOMMY Yahooo.

HENRY Tommy, don't fuck around. Put the gun away. Tommy!

TOMMY No, no. It's okay.

HENRY Tommy, come on. Put the gun away.

TOMMY No. It's okay. Just watch this. Watch it.

The gun explodes and WE SEE SPIDER shot in the foot.

EXT. HENRY'S HOUSE - EVENING

WE SEE a set of keys come flying out the window. TILT DOWN to keys.

CUT TO:

BEDROOM

HENRY is furious. He pushes past KAREN and looks out window

HENRY I gotta go out!

KABEN Not tonight, you're not. Not without the car keys, you're not.

HENRY Are you nuts?

KAREN I don't care. Something's going on.

HENRY (exasperated) That again.

KABEN (shrieking and in                              tears) You're a liar. I look at you and I                         know you're a liar.

HE SEE HENRY pick up a large lamp and throw it at KAREN. He misses.

HENRY (suddenly calm and                              walking out) I need some air. I need a little peace. At least at home.

WE SEE KABEN sit down on bed and begin to cry. We hear the CHILDREN crying in BG.

INT. THE SUITE - BASEMENT CARD GAME - NIGHT

ANGLE ON SPIDER

With bandaged foot and HENRY walking in and TILT UP TO               both of them.

JIMMY, TOMMY and SOME HOODS are playing cards. TOMMY Is               already drunk.

TOMMY Hey! Look at this. Fred Astaira, back from the wars. Can you believe this guy? That bandage. It's bigger than his foot.

SPIDER ignores him.

The card game is going on. Shirts are unbuttoned. The table filled with empty glasses. SPIDER limps over with drinks.

TOMMY Spider. You're so full of shit. Even with that foot, I bet you can dance.

SPIDER puts the drinks down and tries to ignore TOMMY again.

TOMMY Come on. Spider. Come on. Let's                         see you dance.

SPIDER Why don't you go fuck yourself.

JIMMY (laughing) Hey, Spider. That's very good. Did you hear, Spider? The kid's                         got balls. See, the kid's got balls. He's a good kid.

SPIDER starts to limp proudly back to the bar.

JIMMY (whispering to Tommy) You going to take that shit from this punk? This fuckin' low-life. This kid's got bigger balls than you'll have any day. He just got shot in the foot by you and he                         tells you to go fuck yourself. I                         can't believe this shit. (to the crew, roaring                              with laughter) Can you believe this shit? (To Tommy, almost                              whispering) Tommy! You gonna take that shit from a punk?

The PLAYERS are all laughing loudly. SPIDER is proudly standing near the bar. And, before anyone has any idea of               what is about to happen, TOMMY pulls out one of his two guns and puts three deafening shots into SPIDER'S chest.

EVERYONE is frozen in silence. HENRY is upset by shooting. There is a long pause.

JIMMY All right, you dumb fuck, if you're                         going to be a big fuckin' wiseguy, you can dig the hole.

WE SEE a frowning TOMMY get up from table and slowly begin moving chairs around to get ready to dig the hole.

HENRY After Billy Batts and Spider, everything was going crazy. Not just our crew, but everybody.

CUT TO:

EXT. LINDA'S APARTMENT - DAY

WE SEE LINDA in the apartment.

CUT TO:

LINDA'S DOOR

WE SEE KAREN pressing the buzzer while holding TWO hysterical CHILDREN.

KAREN (screaming) Open up! I know you're there! You stay away from my husband.

KAREN (V.O.) She wouldn't open the door. I                         rang her bell. Still, she wouldn't                         open. I rang her bell for two hours, and she kept on hiding.

CUT TO:

INT. HENRY'S HOUSE - BEDROOM - NIGHT

ON HENRY'S SLEEPING FACE

CAMERA IS LOOKING at him. Peel a presence on top of him. We hear a click. HENRY's eyes open. HENRY looks up.

CUT TO:

HENRY'S POV

WE SEE the gun aiming right through the lens. WE CAN SEE the bullets in the chambers.

KAREN (straddling Henry                              in bed, holding a                               gun) Henry. (she pulls back the                              hammer) Wake up.

HENRY (always deny) What's the matter with you? You're                         crazy.

KAREH (hysterically) Crazy? I'm crazy enough to shoot you and her.

COVERED BY A SERIES OF QUICK CLOSE UP CUTS

KAREN sweating, HENRY'S profile, the hammer of the gun, etc.

KAREN (V.O.) But still I couldn't hurt him. How could I hurt him? I couldn't                         even bring myself to leave him.

CUT TO:

KAREN

sweating.

HENRY (carefully moving                              his head away from                               the gun) It's all bullshit. I swear. It's                         nothing. Whatever you want, we'll                         do.

CUT TO:

HENRY'S PROFILE

CUT TO:

KAREN'S TRIGGER FINGER

KAREN (V.O.) The truth was, that no matter how bad I felt, I was still very attracted to him. Why should I                         give him up to someone else? Why should she win?

HENRY (quickly moving his                              head away and                               grabbing the gun) Son of a bitch.

WE SEE HENRY slap KAREN across the face and knock her off the bed.

HENRY (angrily getting                              out of bed and                               packing his clothes) I don't need this bullshit. I got enough to worry about getting whacked on the street. I gotta come home to get whacked?

WE SEE KAREN crying.

HENRY I swear on my mother, I should kill you. You're fucking crazy.

WE SEE HENRY hit her. He is about to hit her again, but stops. He turns his back on her and opens the door of his closet roughly grabbing some clothes as if getting ready to pack.

CUT TO:

INT. LINDA'S APARTMENT - DAY

HENRY opens the door and PAUL VARIO and JIMMY enter. They walk toward the kitchen. The place is in disarray.

HENRY (to Linda) Honey. Go get me some cigarettes.

LINDA leaves without saying a word.

VARIO (after watching the                              door close) Karen's come to the house. She's                         very upset. It's no good. You gotta straighten this all out.

HENRY looks down.

JIMMY Things gotta be calm right now, and Karen's so high-strung. She's                         with Mickey every day. Who knows what she's gonna do?

VARIO Jimmy and Tommy were supposed to                         pick up something in Tampa for me                          this weekend.

JIMMY nods in agreement.

VARIO (V.O.) You go with Jimmy, instead. Get away for a few days. Relax.

CUT TO:

INT. REAR SEAT OF CAR - NIGHT

WE SEE MAM's bleeding face being punched.

VARIO (V.O.) Enjoy yourselves. Have a good time. Then, when you get back Monday, you go home to Karen.

WE PULL BACK TO SEE JIMMY and HENRY beating a MAM who is               squashed between them.

MAM (pleading) I ain't got it. I swear.

WE SEE JIMMY and HENRY beat him more.

MAN (crying) I can't. I swear.

WE SEE JIMMY and HENRY look at each other.

EXT. EXIT SIGN TO BUSCH GARDENS - TAMPA ZOO - NIGHT

We hear the roar of lions.

WE SEE JIMMY and HENRY drag the BOOKIE out of the car by               his arms and legs just outside the zoo.

JIMMY we're gonna feed the bastard to                         the lions.

HENRY (while dragging                              bookie) What lions? I'm not going near any lions.

JIMMY We only have to shove'em over the moat.

WE SEE the MAN finally begin to squirm and scream.

CUT TO:

EXT. ROADSIDE PHONE BOOTH - NIGHT

ANGLE ON BLEEDING MAN

on phone with JIMMY and HENRY waiting outside.

HENRY (V.O.) They must really feed each other to the lions down there, because the guy gave the money right up                         and we got to spend the rest of                          the weekend at the track. (pause and genuine                              shock) But then, I couldn't believe what happened.

CUT TO:

NEWSPAPER PICTURE

of HENRY and JIMMY getting arrested.

HENRY (V.O.) When we got home, we were all over the newspapers. At first, I didn't                         even know why we got picked up.

CUT TO:

NEWSPAPER PHOTO

of MAN they beat being arrested with his head bandaged.

HENRY (V.O.) Then, I found out, that the guy we                         roughed up turned out to have a                          sister working as a typist for the FBI.

GOVERNMENT OFFICE

where sobbing TYPIST is surrounded by MEN in business suits.

HENRY (V.O.) Who could believe it? Of all the fucking people. She gave up                         everybody. Jimmy. Me. Even her brother.

CUT TO:

INT. COURTROOM - DAY

HENRY and JIMMY before JUDGE. KAREN and CHILDREN crying in court. OTHER FAMILY MEMBERS present and crying.

HENRY (V.O.) It took the jury six hours to bring us in guilty. The judge gave Jimmy and me ten years like he was giving away candy.

INT. MAXWELL'S PLUM - THE BAR - LATE AFTERNOON

TOMMY, MARTY KRUGMAN, JOE MANRI, STACKS EDWARDS, FRENCHY McMAHON, etc., are all having drinks with HENRY before he               goes off to prison.

WE SEE by the bar clock that it is four o'clock.

Suddenly, KAREN comes charging into the bar. She is angry. She has tracked HENRY down.

KAREN (frantic) I thought you were supposed to                         turn yourself in at ten o'clock this morning?

HENRY I'm just having my last few drinks.

KAREN I've been all over town. I got a                         call from the bondman. He says they're going to rescind your bail if you don't show up and sign in                         right now. They're going to take away the house.

HENRY Shit.

HENRY looks at his PALS, orders his last Screaming Eagle for a while, and gently touches the tips of KAREN'S fingers. He swallows his drink, hugs and kisses a tearful KAREN and walks out of the bar to a long, white, stretch limo waiting at the curb.

TOMMY Say hello to Jimmy.

HENRY gets in the rear seat of the limo.

HENRY (downing a plan                              full of valium) Okay, now you can take me to jail.

CUT TO:

INT. DORMITORY - LEWISBURG FEDERAL PRISON

CLOSE UP - GARLIC

being sliced razor thin.

HENRY (V.O.) Dinner was always a big thing. We                         had a pasta course and then meat or fish. Paulie did the prep work. He was doing a year for contempt and he had a system for doing garlic. He used a razor and he                         sliced it so thin it used to liquify in the pan with a little oil.

CUT TO:

HOT PLATE

with a pot full of tomato sauce and meatballs being stirred.

HENRY (V.O.) Vinnie was in charge of the tomato sauce. I felt he put in too many onions, but it was a good sauce anyway.

CUT TO:

FRYING PAN

With smoking steaks.

HENRY (V.O.) Johnny Dio did the meat. He didn't                         have a broiler, so Johnny did everything in pans. He smelled up                         the joint something awful and the hacks used to die.

CUT TO:

HOT FLAT

Hooked up by long extension cord to an electric outlet in               the toilet. There are huge kitchen knives, a block of ice in a tin pail covered with a cloth and large pots and colanders necessary for cooking pasta dishes.

PULL BACK to a large dorm with four beds separated by               shoulder-height partitions. The room does not look like a               prison. There are curtains over the bars. The room is filled with smoke from the pan-fried steak.

HENRY (V.O.) Everybody else in the joint was doing real time, all mixed together, living like pigs.

CUT TO:

HENRY

In grey prison garb, carrying a heavy canvas mail sack marked "LEWISBURG PRISON." He dumps the sacks on one of               the beds.

HENRY (V.O.) We lived alone, we owned the joint. Even those hacks who we couldn't                         bribe would never rat on the guys who did.

CUT TO:

HENRY

opens the sack on his bad and pulls out bottles of wine, scotch, and brandy, and holds them aloft.

HENRY (looking for praise) Nice? Good?

VARZO (looking up from                              his garlic surgery) Okay. What else?

WE SEE HENRY reach in the sack and pull out cheeses, dried sausages, a large jar of vinegar peppers and dried mushrooms.

VARIO (beaming with pride) Now we eat.

WE SEE HENRY begin to set the table.

CUT TO:

VARIO AND THE REST OF TEE MOB BOSSES

playing cards, sipping wine, scotch and brandy. HENRY is               sitting on his bed with his back to the GROUP. When he               sees that no one is watching him, he pulls a black plastic garbage bag out of the sack. HENRY opens the bag and quickly counts the clear plastic bags of marijuana, glassine envelopes of heroin and bottles of pills. HENRY quickly repacks the drugs and slips them under his covers.

INT. PRISON ENTRY GATE - DAY

Visiting day. HENRY is in a GUARD'S booth watching the VISITORS' gate through a window. WE SEE a GUARD in the room with HENRY. There is a knock. The GUARD opens the door and looks at HENRY. HENRY nods. The GUARD lets the INMATE enter. While the GUARD watches, the INMATE gives HENRY some cash and HENRY gives him one of the plastic bags filled with marijuana and a bottle of pills. The INMATE is then escorted out by the GUARD who closes the door.

GUARD Are there any more?

HENRY (looking intently                              at the visiting                               gate) No, that's it. Ho more today.

WE SEE HENRY casually stuff some bills into the GUARD'S               shirt pocket.

CUT TO:

INT. VISITORS' GATE - DAY

ANGLE ON KAREN

coming through. She is wearing such a large, oversized coat that KAREN looks twice as big as she was when we last saw her. She has the TWO CHILDREN with her. She is carrying a large purse and some empty shopping bags. The GUARDS see her and immediately help her get through the metal detection device and past the table where OTHER WOMEN are emptying the contents of their bags and packages.

CUT TO:

REGISTRATION DESK where KAREN quickly signs the visitors' book.

CUT TO:

GUARD'S GRINNING FACE

WE SEE him turn page of book so KAREN can see the name of               another of HENRY's visitors.

CUT TO:

PAGE OF BOOK WE SEE name, 'Linda Rossi" written next to               BILL, HENRY.

CUT TO:

INT. PRISON VISITING ROOM

PAN BACK to a large gymnasium filled with formica tables and cheap plastic chairs at which WE SEE PRISONERS and their WIVES and CHILDREN eating, talking, crying and, in               discreet corners -- hidden behind makeshift screens of                shopping bags and scarves -- having oral sex.

WE SEE that the bored GUARDS are indifferent to what is               happening.

CUT TO:

TABLE

HENRY and KAREN are talking while WE SEE the CHILDREN playing in the distance at the commissary food machines.

KAREN (fuming) You son of a bitch. She's been here.

HENRY (acting dumb) What are you talking about?

KAREN (gottcha) Don't lie to me. I saw her name in                         the register.

HENRY Jezuz Christ!

KAREN You want her to visit you? Good! Let her stay up all night crying and writing letters to the parole board.

HENRY (astounded) What am I doing? I'm in here! I'm                         in jail. I can't stop people from coming to see me.

WE SEE KAREN open her coat revealing large inside pockets where she has stowed salamis, wine, cigarettes, cartons, etc.

KAREN You want her? Good! Let her sneak this stuff in for you!

WE SEE KAREN slam a salami on the table with such a thud that the other PRISONERS and WIVES turn around.

KAREN Let her fight with these creep bastards every week to make life easier for you!

WE SEE KAREN slam down cigarettes and wine with a thud, this time WE SEE a GUARD turn around and look at KAREN and HENRY and the contraband on the table. Pause. WE SEE the GUARD turn his head away.

HENRY (desperate) Stop! Stop!

KAREN Let her carry this shit inside.

WE SEE KAREN boldly wave a Baggie filled with marijuana and some plastic medicine containers with pills.

HENRY grabs the narcotics out of KAREN's hand and grabs her. WE SEE HENRY hug KAREN to him and WE SEE her drop her arms and hug him.

KAREN (quietly sobbing) Nobody's helping me. Tommy got four years. Marty and Fran are broke. I asked your friend Remo for the money he owed you, and you know what he told me?

HENRY (stroking her head                              and soothing her) It'll be okay.

KAREN He told me to take the kids to the police station and make the cops put me on welfare.

WE SEE HENRY take the drugs from KAREN's hand and slip it               into his shirt.

HENRY We've got to help each other.

KAREN Even Paulie, since he got out, I                         hardly see him.

HENRY It's only you and me. That's what happens when you go away. We're on                         our own. Forget everybody. Forget Paulie. As long as he's on parole he doesn't want anybody doing anything.

KAREN (sobbing) I can't do it anymore.

HENRY Yes, you can. I've got it set up. We'll be fine. All I need is for you to keep bringing the stuff. I've got a guy in here from Pittsburgh who'll move it for me. Believe me, in a month we'll be                         fine. We won't need anybody.

KAREN I'm afraid. I'm afraid if Paulie finds out.

HENRY Don't worry about Paulie. Is he                         helping you? Is he putting food on                         the table? We've got to help ourselves. We just have to be                         careful while we do it.

KAREN (looking in his                              face) I don't want to hear about her anymore.

HENRY (hugging her to him) Never.

DISSOLVE TO:

TITLE - FOUR YEARS LATER

EXT. PRISON GATE - DAY

HENRY comes out in civilian clothes. WE SEE his face drop. PAN over to the beat-up old car. KAREN is behind the wheel. HENRY gets in.

INT. KAREN'S SMALL, CRAMPED APARTMENT

The signs of wealth are long gone. HENRY sees that KAREN has been living four tough, lean years.

Their DAUGHTERS are watching as HENRY looks around the house.

HENRY (smiling faintly) Get packed. We're getting out of                         here.

KAREN With what?

HENRY (smiling, slyly) Don't worry with what. You just start looking for a new place. I'm                         going to Pittsburgh in the morning. The guys from Pittsburgh they owe me fifteen grand from our little partnership and it's only the beginning.

KAREN But you've got to see your parole officer in the afternoon and (whispering) I promised we'd take Judy to F.A.O.                         Schwarz.

HENRY Don't worry about it. You listening to me? Now, come on. We gotta go                         see Paulie.

CUT TO:

INT. VARIO'S HOUSE - DAY

ANGLE ON PLATTERS OF FOOD

Coming out of the kitchen and placed on the table.

CUT TO:

DOCK - IN REAR OF VARIO'S HOUSE

DISSOLVE TO:

VARIO AND HENRY walking toward the edge of the dock.

VARIO I don't want any more of that Shit.

HENRY Wha? Me?

VARIO Just stay away from the garbage. Yon know what I mean.

HENRY (shocked) Me? Why would I get into that shit?

VARIO (interrupting) I know what you did inside. You did what you had to do. I'm not talking about that. I'm talking from now on, outside. I'm talking right here.

HENRY Why would I get into that?

VARZO Don't make me a fool. You know what I mean, from now on, you gotta be careful. Just don't mess around with that shit, and watch out for Jimmy. Jimmy's a good earner, but he's sometimes too hungry. He's                         wild. He does foolish things. Jimmy is not a businessman. As                         good as he is, he takes too many chances.

HENRY I know that. I know Jimmy. You think I'd take chances like Jimmy?

VARZO And that Tommy. He's a good kid, but he's crazy. He's a cowboy. He's got too much to prove. You got to watch out for kids like that.

HENRY Paulie, I know. I know what they are. But I use them for certain things. Please. Believe me, you don't nave to worry.

VARIO (not even listening                              to Henry's protest) I'm not going to get fucked like Gribbs. He's seventy years old and the fucking guy is going to die in                         prison. I don't need that. I don't                         care who it is. I'm warning everybody. Gribbs got twenty years just because he said hello to some fuck who was sneaking around selling junk behind his back. That's not going to happen to me. You understand?

HENRY Paulie. Why would I? I swear.

VARIO You're only home early because we                         got you a job, right? And I don't                         need any heat. You understand?

HENRY Nods.

VARIO And, if you hear about anybody else fucking around with that shit, you tell me.

HENRY Nods again.

VARIO (gently slappinq                              Henry on the cheek) Anybody! You understand?

HENRY I understand.

INT. ROBIN'S BASEMENT APARTMENT - DAY

ANGLE ON ROBIN'S HANDS

CUT TO:

mixing coke in metal bowl. WE SEE HENRY standing behind her. ROBIN is an intense, sexy, 30-year-old, divorced.

Ex-airport clerk. (ROBIN is described earlier in SCENE #75               page 58, where she flirts with HENRY.)  The apartment is a                jumbled mess and even the table where she is cutting the drugs is littered with old coffee caps, newspapers, and day-old dirty dishes.

HENRY (V.O.) It took me about a week of sneaking around before I could unload the Pittsburgh stuff without Paulie finding out. But when I did, it                         was a real score. I started using Robin's place to mix the stuff and even with Robin's snorting more than she mixed, I could see this was a good business. I made twelve thousand dollars in my second week and I had a down-payment on my                         house. All I had to do was every once in a while, tell Robin I loved her.

CUT TO:

INT. PAROLE OFFICE - DAY TIGHT ON A PIECE OF PAPER

where stubby pencil calculations are being scribbled.

HENRY (V.O.) It was perfect. As long as I kept getting the stuff from Pittsburgh, I knew Paulie would never find out. But within a couple of weeks it got to be so big I needed help. I got Jimmy and Tommy to come in                         with me.

HENRY (O.S.) Fifteen, sixteen, eighteen, twenty- one-five.

CUT TO:

HENRY

opening a shoe box he has hidden in a plastic grocery bag. JIMMY and TOMMY lean close to HENRY in order to see inside.

HENRY (smiling) Did I tell you?

CUT TO:

OPEN SHOE BOX

filled with twenty-dollar bills.

JIMMY (O.S.) Nice.

TOMMY Who's buying?

WE SEE HENRY's thumb run through the tightly-stacked twenties like piano keys.

CUT TO:

PAROLE OFFICER

in tired business suit coming out of door, over which WE               SEE sign reading "UNITED STATES DEPARTMENT OF JUSTICE -                PAROLE DIVISION," and WE SEE that HENRY, JIMMY and TOMMY are in the large brightly lit Parole Office counting their drug profits.

PAROLE OFFICER (overworked and                              looking around the                               crowded waiting                               room) Burke?

WE SEE JIMMY and PAROLE OFFICER walk into the office.

PAROLE OFFICER Still working?

Door closes.

CUT BACK TO:

A WHOLE FLOOR

filled with EX-CON PAROLEES.

CUT TO:

INT. HENRY'S NEW HOUSE

WE SEE MARTY KRUGMAN and his wife, FRAN, being taken on a               tour of an over-decorated and expensive living room.

(SHOT almost like a commercial)

KAREN (O.S.) This we had to have made special. I mean, sit in it. Go ahead. Sit.

FRAN plops onto sofa.

KAREN (O.S.) The others you couldn't even sit in. And from here, watch the wall.

KAREN's hand flicks a switch on table next to sofa and wall slides back, REVEALING TV and stereo.

KAREN (O.S.) See. It opens. We had the electricians fix it up special.

CUT TO:

LARGE MARBLE-TOP TABLE

KAREN This we imported. It came in two pieces.

On third object, PAN TO KAREN.

As KAREN and FRAN KRUGMAN disappear behind swinging kitchen doors, MARTY and HENRY drop onto the sofa.

MARTY It's a fait accompli?

HENRY Done.

MARTY And Jimmy's in it, right?

HENRY Will you stop.

HASTY But you don't understand. It's                         worth millions. It's once in a

MARTY Lifetime. We'll be rich. No more nut every week. I've been cultivating this thing for two years.

INT. ROBERT'S LOUNGE

A SEEDY MOB HANGOUT. WE SEE ALL OF THE WISEGUYS WHO WILL BE A PART OF THE LUFTHANSA ROBBERY. MARTY, HENRY, TOMMY, AND JIMMY ARE WATCHING A BASKETBALL GAME.

HENRY (V.O.) And these are the guys.

CUT TO:

TOMMY AND ANGELO SEPE

who are leaning with their backs against the bar, their jackets open, bosses of all they survey.

HENRY (V.O.) Tommy and Sepe were going to grab the outside guard and make him get us in the front door.

CUT TO:

FRENCHY MCMAHON

Who is playing shuffleball.

HENRY (V.O.) Frenchy and

CUT TO:

JOE BUDDHA sprinkling sawdust on the shuffleboard table.

HENRY (V.O.) Joe Buddha had to round up the workers.

CUT TO:

FAT LOUIE

who is about 300 pounds and is sitting backwards in a chair, watching the television with a drink in his hand.

HENRY (V.O.) Fat Louis had to keep than tied up                         and away from alarms.

CUT TO:

MARTY

Shoving his way between JIMMY and HENRY at the bar and turning to the television basketball game.

HENRY Only Marty was driving us nuts. He                         was busting Jimmy's balls for an                          advance on the money we were going to steal.

CUT TO:

STACKS EDWARDS

who is sitting at the bar, delicately stirring his drink with his pinky.

HENRY (V.O.) Even Stacks got in on it. He was supposed to steal the panel truck and afterwards compact it by a                         friend of ours in Jersey.

CUT TO:

INT. KAREN AND HENRY'S BEDROOM - DAY

ANGLE ON BABY

JUDY WICKS, a young, pale blonde woman, puts the BABY and an overnight bag on the bed as HENRY and KAREN watch.

HENRY I had everybody working. Even our old babysitter.

KAREN (enthused) She's beautiful. Look at her. Henry, look at her.

HENRY (singsong) Hello! Hello! (to Judy) Have a good flight?

JUDY I hate Pittsburgh.

WE SEE JUDY WICKS unwrap the BABY'S pink snowsuit and take off its hood and mittens as HENRY opens JUDY's overnight bag and takes out some Pampers and then he takes out several plastic bags with cocaine and heroin.

JUDY Where'd you find such creeps?

HENRY They're okay and it's worth it. Ain't it?

KAREN (playing with the                              baby) Is this the same one as last time?

JUDY (amazed that Karen                              can't tell the                               difference) No. That one was my sister's. This is Louise's.

KAREN Look at her, Henry, is she sweet? Doesn't she look like Judy?

JUDY That's what the stewardess said.

WE SEE HENRY barely listening while putting the drugs in a               paper bag.

CUT TO:

INT. ROBIN'S HOUSE

EXTREME CLOSE OF - COKEBALLS

COME BACK TO SEE HENRY at table making "cokeballs" in a               metal press.

CUT TO:

LINE OF COKE ON A MIRROR

shoved under HENRY's nostril.

WE SEE straw inserted into HENRY's nostril as he casually inhales. He never stops pressing the cokeballs.

TRACK OUT TO ROBIN 'taking a snort herself, and the sloppy table with the drags, scales, mixers, bowls and sieves. ROBIN is razor-blading two more lines.

HEHRY (watching out of                              the corner of his                               eye) Hey! Watch out.

WE SEE ROBIN lick her finger and then run her finger across HENRY'S tongue. Be licks, but does not react as he takes several golf-ball-size cokeballs out of the machine and puts then in a leather pouch. Be gets up to leave.

ROBIN Stay there.

HENRY Don't start. I told you to clean up. Look at this place. It's a                         pigpen. Look around here. Why do                         you think I bought you the dishwasher? Look. Look at this. (sticking his finger                              under Robin's nose) There's enough powder around here to put us all away.

ROBIN (licking Henry's                              finger and playfully                               pushing him into                               the chair) I hate to do dishes.

HENRY (sitting down again) Hey, come on. I gotta meet somebody.

ROBIN (reaching over his                              shoulder toward                               his crotch) So do I.

WE SEE HENRY look at his watch.

INT. ROBIN'S SHOWER

HENRY is listening to the radio while taking his shower.

RADIO NEWS BROADCASTER (V.O.) ... and nobody knows for sure just how much was taken in the daring pre-dawn raid at the Lufthansa cargo terminal at Kennedy Airport. The FBI says two million dollars. Port Authority police say four million dollars, the city cops say five. How much maximum? That they won't say. So far, Lufthansa has not said anything, but they've                         promised to break their silence soon with a press conference, and WINS will be there to cover it                         live from the scene of the heist at JFK when they do. It looks like a big one. Maybe the biggest this town has ever seen. Stay tuned ...

HENRY slams the soap onto the shower floor and pounds the wall with joy.

ROBIN (O.S.) Are you okay? What happened?

HENRY Nothing. I dropped the soap. That's                         all.

EXT. ROBERT'S LOUNGE - NIGHT

Private Christmas party. As they arrive, HENRY and KAREN are hugged by JIMMY in the doorway. It is a Lufthansa victory party, but no one mentions the robbery.

JIMMY (grabbing Henry                              around the neck                               and kissing his                               head) Come here. (to Karen) Look at this genius.

JIMMY keeps his arms around HENRY and KAREN as FAT LOUIE CAFORA shows up with his new wife, DOLORES, who is also over 200 pounds. They are beaming with pride.

FAT LOUIE (to Jimmy and Henry) Come outside. I gotta show you. Just for a minute.

WE SEE a new pink caddy convertible. The sticker is still in the window.

FAT LOUIE (O.S.) Is that beautiful? I got it for Dolores.

JIMMY (whispering angrily                              at Fat Louie) You fucking nuts? Didn't I say not to go buy anything for a while? You got a fucking car?

FAT LOUIE (trying to placate                              Jimmy as he enters                               the bar) Don't get excited. It's okay. My                         mother bought it for us. It's a                         wedding present. It's in her name.

JIMMY You're crazy. The bulls are across the street. They're watching everything we do.

CUT TO:

ROBERT'S LOUNGE - COPS IN FRONT

CUT BACK TO:

JIMMY as he watches Fat Louie walk into the bar.

JIMMY (angrily whispering                              to Henry) The fat fuck ought to wear a sign.

WE SEE a sailing ANGELO SEPE walk in the door and WE SEE that his WIFE is wearing a $30,000 sable coat.

JIMMY Jesus Christ! Are you all fucking nuts?

SEPE (to Henry) What's the matter with him?

Before HENRY can answer, WE SEE JIMMY start to grab the coat off MRS. SEPE's back.

SEPE Hey? What the fuck are you doing?

MRS. SEPE (hysteria risin) Angelo! He's taking my coat! Angelo!

Meanwhile, WE SEE JIMMY grabbing the coat off MRS. SEPE's               back and begin to roll it up and shove it under SEPE's                arm.

JIMMY (furiously, to Sepe) Didn't I tell you not to get anything big? Didn't I tell you not to attract attention? In two days, one fuck buys a Caddy and another buys a ten thousand dollar mink. (to Henry) Can you believe this shit? (to Sepe, with some                              menace) Now get the fuck home and get rid of the coat. Bring it back to where you got it. I don't care what you do, just get rid of it.

MRS. SEPE (to Sepe, hysterical                              and angry) I'm not giving it back. Angelo? Do                         you hear me?

WE SEE SEPE angrily grab his WIFE'S arm and leave.

SEPE Did I tell you to shut up? Shut up!

JIMMY (to Henry, as they                              walk toward the                               bar) Fucking guys. Can you believe them. I told them all: Don't. attract attention. Act normal.

At the bar, WE SEE STACKS EDWARDS and his GIRLFRIEND dropping shot glasses of green creme de menthe into large glasses of chilled DON Perignon. TOMMY and his GIRL-FOR- THE-MIGHT are standing with STACKS and his GIRLFRIEND. TOMMY is wearing a shiny silk suit that practically glows with newness. WE SEE FRENCHY and BUDDHA with their WIVES. EVERYONE is dressed in new clothes and flashing gaudy rings.

JIMMY and HENRY move toward a quiet corner of the bar. WE               SEE MARTY KRUGMAN suddenly burst in on them.

MARTY Oh! There you are. I've been looking all over for you two.

HENRY and JIMMY stare at MARRY blankly.

MARTY Listen, I need it, Jimmy. I need it all.

JIMMY gets up to walk away without even looking at MARTY.

HEHRY Marty. Relax. You saw some money.

MARTY (continues anyway) But I need it all. I owe people too, you know.

WE SEE JIMMY walk toward small office in the back of the bar.

MARTY Jimmy. Wait. Listen. Please!

WE SEE that MARTY is about to follow JIMMY into the room, but HENRY stops him.

MARTY I want to talk to Jimmy.

HENRY He heard.

MARTY But I got two hundred and fifty coming. It's my share. Jimmy owes me.

HENRY (following Jimmy                              into the backroom) Marty, please. Let me talk to him.

CUT TO:

BACKROOM

JIMMY and HENRY arc alone

WE SEE JIMMY take a thick stack of bills from inside his jacket pocket and press than into HENRY's chest.

JIMMY For Christmas. Your share. It's                         just a taste.

HENRY Jimmy.

JIMMY (embracing Henry) We did it. We did it.

He hear a knock on the door.

JIMMY Stops as if caught.

MALE (O.S.) Hey, Jimmy. Jimmy.

JIMMY returns to normal.

JIMMY Yeah, yeah. I'll be right there.

CUT TO:

INT. HENRY'S HOUSE - NIGHT

ANGLE ON HUGE ARTIFICIAL CHRISTMAS TREE

HE SEE HENRY coming in with the tree.

HENRY Hey! Look what I got. The most expensive tree they had.

CUT TO:

HUGE WHITE TREE

all set up with large purple balls.

WE SEE KAREN and the CHILDREN excited by the presents REVEALED under the tree. WE SEE KAREN kiss HENRY, who slips the thick packet of bills into the front of her dress.

HENRY Go buy yourself a coat.

KAREN shivers with excitement.

CAMERA DOLLIES into tree.

HENRY Lufthansa should have been our ultimate score. The heist of a                         lifetime. Six million in cash. More than enough to go around.

INT. STACK'S APARTMENT

STACKS is in bed.

We hear a loud knocking at the door.

TOMMY (O.S.) Hey! Stacks! Come on! Open the door! Wake up!

CUT TO:

TOMMY AND ANGELO SEPE

standing in the hallway.

TOMMY Come on! Come on! We got some coffee.

CUT TO:

STACKS opening the door.

ANGELO You got coffee?

STACKS Fucks! You said you had coffee.

TOMMY (to Angelo) Put on a pot.

STACKS (putting on his                              trousers) Ball-busting sons of bitches.

CUT TO:

STACKS

Bending over to put on his shoes. We hear water in the sink.

CUT TO:

TOMMY pulling out a .38 caliber gun with a silencer from his belt.

HENRY (V.O.) Stacks was always crazy. Instead of getting rid of the truck like he was supposed to, he got stoned, went to his girlfriend's and by                         the time he woke up, the cops had found the truck. It was all over the television. They even said they came up with prints off the wheel. It was just a matter of                         tine before they got to Stacks.

BANG! BANG! BANG!

CUT TO:

TOMMY

firing three silent shots into the back of STACKS' head.

INT. ROBERT'S LOUNGE - DAY

HENRY walks into the bar and WE SEE JIMMY, TOMMY, SEPE and MARTY. They are ALL celebrating.

JIMMY (to the bartender) Give'm a drink.

HENRY (agitated, to Jimmy) I gotta talk to you.

JIMMY (as happy as he's                              ever been) Have a drink first.

WE SEE HENRY swallow the drink in one gulp.

HENRY I still gotta talk to you.

WE SEE JIMMY grab HENRY around the neck and head toward the rear men's room.

JIMMY (laughing) Oh yeah? Anything you say.

CUT TO:

MEN'S ROOM

HENRY What's going on? What happened to                         Stacks? Is everything okay?

JIMMY (smiling) Don't worry about it.

HENRY There are cops all over the place.

JIMMY (smiling) So what? Where are they gonna go?

CUT TO:

A SMILING TOMMY

entering the men's room.

JIMMY (to Tommy and barely                              able to suppress                               his glee) He's worried.

TOMMY (suddenly hugging                              Henry with happiness                               and affection))                         Come on. Don't worry so fucking                          much. Things are beautiful.                              (to Jimmy)                         Didn't you tell him?

JIMMY (wreathed in smiles) Not yet.

HENRY gently breaks away from TOMMY'S hug. Stares at JIMMY.

JIMMY Tommy's gonna be made.

HENRY is momentarily impressed.

HENRY (incredulous) Paulie's gonna make him?

JIMMY (proudly grabbing                              Tommy's beaming                               face in his hands                               and kissing him) Who else? Paulie got the okay. This little guinea fuck. Someday he's gonna be a boss. Can you believe someday we'll work for him.

HENRY hugs TOMMY and they leave the men's room.

CUT TO:

NARROW HALLWAY OUTSIDE MEN'S ROOM ON HAY BACK TO BAR

CUT TO:

MARTY

standing in narrow hallway blocking HENRY, JIMMY and TOMMY.

MARTY (smiling) Jimmy, can I talk to you now?

WE SEE JIMMY and TOMMY angrily push right past MARTY.

MARTY (annoyed and pleading                              with Henry as Jimmy                               and Tommy hurry                               past) Hey! Come on, already. If it wasn't                         for me, none of you would have had anything.

WE SEE HENRY grab MARTY and shove him in the men's room and close the door.

HENRY (angry) Will you shut your fucking mouth. You're gonna get your money, just stop busting balls. Okay? Relax. You hear? Everything's gonna be                         fine.

WE SEE HENRY slam the bathroom door on MARTY and hurry back to the bar.

EXT. ROBERT'S LOUNGE - NIGHT

WE SEE JIMMY and TOMMY leaving the bar after a long night. WE SEE MARTY outside waiting for them.

JIMMY (bursts out laughing) Son of a bitch. You're a pisser.

WE SEE MARTY begin to laugh, too. WE SEE JIMMY hug MARTY around the shoulder affectionately as they walk away from the bar.

JIMMY You wanna talk? Okay, come on, let's get it over with. I swear I've never known a ball buster like you in all my life.

MARTY (all smiles) Ah, but Jimmy, nobody loves you. like I do. You know that. You name it. I'll do anything for you.

JIMMY (still laughing) Except to stop busting my balls.

We hear tires squeal and two shots ring out.

CUT TO:

INT. HENRY'S HOUSE - NIGHT

We hear a doorbell, waking HENRY and KAREN from sleep.

WOMAN (O.S.) Open up. Henry! Karen! It's me. Fran!

WE SEE HENRY and RARER open the door and HE SEE FRAN KRUGMAN standing there in her housecoat, and distraught.

FRAN (hysterical) Marty didn't come home. He's                         missing. I know something happened to him.

HENRY Wait a minute. Calm down.

KAREN Fran. It'll be okay. Don't worry.

FRAN I know something happened.

HENRY What could happen? He got drunk. He passed out somewhere. I'll go                         looking for him in the morning.

FRAN In twenty years he's never been away all night without calling. I                         know something's wrong.

HENRY Awright, awright. Let me take you home and I'll go look for him myself. Right now.

EXT. PARKING LOT OUTSIDE SHERWOOD DINER - DAWN

HENRY and JIMMY are leaving together.

HENRY What'll I tell Fran?

JIMMY Who gives a fuck? Tall her he ran away with a broad. What do you care about her.

Suddenly JIMMY spots TWO FBI MEN who had been tailing him, dozing in their unmarked car. Be starts toward their car.

JIMMY Watch this.

HENRY Come on, don't fuck around, will ya?

JIMMY I do it all the time. Bust their fucking balls.

HENRY Jimmy, come on. Fuck 'em. Don't                         give them the satisfaction.

HENRY watches JIMMY tiptoe up to the AGENTS' car and rap on the window. The startled AGENTS look up and see JIMMY staring at them.

JIMMY Come on, fuckoes. Let's go for a                         ride. (to Henry as Jimmy                              starts his car) I keep 'em up all fuckin' night.

While HENRY walks to his own car, WE SEE JIMMY roar off and we hear the squeal of tires and brakes as JIMMY and still sleepy AGENTS in pursuit speed away from the club.

EXT. CAFORA'S PINK CADILLAC PARKED ON BROOKLYN STREET NEAR SCHOOL BUS STOP - MORNING

WE SEE SOME YOUNGSTERS walk over to peek in the car. The YOUNGSTERS are giggling. ONE BOY sneaks up alongside the ear door and peeks inside. We hear a yell.

WE SEE the bodies of FAT LOUIE CAFORA and his wife, DOLORES, slumped against each other on the front seat. Blood has caked all over their faces from small bullet holes in their beads.

EXT. LARGE DUMPSTER BEHIND DINER NEAR AIRPORT - DAWN

WE SEE large garbage truck back up to the dumpster as               GARBAGE MAN lashes two steel cables to rings on top of                dumpster.

WE SEE GARBAGE MAN signal for SO to tighten cable and tip dumpster into truck.

CLOSE UP OF TOP OF DUMPSTER

as it is tipped over and WE SEE an arm fall over the side and as dumpster tips more WE SEE another arm and the dead faces of FRENCHY McMAHON and JOE BUDDHA as GARBAGE MAN screams to helper SO to stop.

EXT. HOSTS POINT MARKET - TRUCK PARKING LOT - MORNING

WE SEE the open door of a large refrigeration truck. WE               SEE bright lights and flashbulbs go off.

CAMERA STEADILY MOVES IN ON frozen body hanging from a               rack inside the truck.

HENRY (V.O.) Jimmy was cutting every link between himself and the robbery, but it                         had nothing to do with me. I gave Jimmy the tip and he gave me some Christmas money. From then on I                         kept my mouth shut. I knew Jimmy. He had the cash. It was his. I                         know he kicked some money upstairs to Paulie, but that was it. It                         made him sick to have to turn money over to the guys who stole it. He'd rather whack them. Anyway, what did I care? I wasn't. asking for anything and, besides. Jimmy was making nice money with me                         through my Pittsburgh connections. But still, for months after the robbery, they were finding bodies all over.

CAMERA MOVES ONTO

CLOSE UP - ANGELO SEPE'S FROZEN FACE

HENRY (V.O.) When they found Sepe in the meat truck, he was frozen so stiff it                         took them two days to thaw him out for the autopsy.

INT. SHERWOOD DINER - DAY

A bright sunny afternoon, HENRY and JIMMY seated in a window booth. WE SEE JIMMY eating eggs on pancakes with sausages and toasted English muffins.

HENRY (V.O.) Still, I never saw Jimmy so happy. He was like a kid. We had money coming in through my Pittsburgh people and after a while even the Lufthansa thing began to calm down. But the thing that made Jimmy so                         happy that morning was that this was the day Tommy was being made.

EXT. TOMMY DESIMONE'S MOTHER'S HOUSE - MORNING

WE SEE TOMMY is all dressed. He kisses his MOTHER. TOMMY walks down the stairs toward TWO WISEGUYS and into a waiting car.

HENRY (V.O.) Jimmy was so excited, you'd think he was being made. He must have made four calls to Tommy's house. They had a signal all set up so                         he'd know the minute the ceremony. was over.-

INT. SHERWOOD DINER - DAY

JIMMY has finished his breakfast and spots HENRY's untouched melon.

JIMMY (looking at watch) You want the melon?

HENRY Nah.

JIMMY (reaches for the                              melon and looks at                               his watch) I better call again.

HENRY (V.O.) Jimmy and I could never be made, because we bad Irish blood. It                         didn't even matter that my mother was Sicilian. To become a member of a crew, you've got to be one hundred percent Italian So that they can trace all your relatives back to the old country.

INT. ONE-FAMILY BRIOC BUILDING WITH GARAGE UNDER THE FIRST FLOOR

WE SEE the car pull into basement garage and door close.

INT. SHERWOOD DINER - HENRY'S POV

From HENRY'S POV in window, WE SEE JIMMY cross the parking lot to an outdoor phone booth on the side of the road. Trades are roaring past.

HENRY (V.O.) It's the highest honor they can give you. It means you belong to a                         family and a crew. It means that nobody can fuck around with you. It also means you can fuck around with anybody, as long as they aren't                         also a member. It's like a license to steal.

INT. BASEMENT ROOM OFF THE GARAGE

as TOMMY proudly walks into the room, followed by the TWO WISEGUYS.

HENRY (V.O.) As far as Jimmy was concerned, with Tommy being made, it was like we were all being made. We would now have one of our own guys as a                         member.

TOMMY proudly walks into the room. WE SEE a HOOD suddenly appear behind him, put a gun to his head and fire. WE SEE TOMMY inertly drop to the ground in a heap.

HENRY (V.O.) Except, they didn't make Tommy that day.

CUT TO:

JIMMY - IN PHONE BOOTH

Suddenly, JIMMY slams down the phone with so much strength that the booth shudders.

HENRY (V.O.) They killed him. It was revenge for Billy Batts.

When JIMMY turns around, WE SEE that he is crying. WE SEE HENRY hurrying toward JIMMY to console him.

HENRY (V.O.) And there was nothing we could do. Batts was a made man and Tommy wasn't. We had to sit still and take it. It was among the Italians. It was real greaseball shit. They even shot Tommy in the face so his mother couldn't give him an open coffin at the funeral.

CLOSE UP ON DATE - SUNDAY, JANUARY 11, 1979.

TITLE UP - 6:55 A.M.

EXT. HENRY'S DRIVEWAY - DAY

WE SEE HENRY putting a paper bag filled with guns into the trunk of his car. We hear the loud noise of a helicopter. WE SEE HENRY look up. WE SEE a red helicopter. HENRY slams the trunk closed. We hear the helicopter.

HENRY (V.O.) I was going to be busy all day. I                         had to drop off some thirty-eights at Jimmy's to match some silencers he had gotten. I had to pick up my                         brother at the hospital and drive him back to the house for dinner and then I had to pick up some new Pittsburgh stuff for Judy to fly down to some customers I had near Atlanta.

INT. HENRY'S CAR

CLOSE UP - HENRY'S FACE

as he drives he sees the helicopter.

EXT. JIMMY'S DOORWAY - HENRY FULL FACE, CAR IN BG

WE SEE JIMMY grab one of the guns in his doorway and try to screw on a silencer he had in his pocket. He can't.

JIMMY What fucking good are these things? They don't fit. What do I need this for? I'm not paying for this shit.

HENRY (V.O.) Right away I knew he didn't want them. I knew I was going to get stuck for the money. I only bought the damn guns because he wanted them. And now, he didn't want them. I didn't say a thing. Jimmy was so                         pissed he didn't even say goodbye.

CUT TO:

HENRY

patting torn bag with guns back into car trunk.

TITLE UP - 8:05 A.M.

EXT. HENRY'S CAR - DAY

WE SEE HENRY speeding toward top of a rise in highway approaching Queens Midtown Tunnel.

INT. HENRY'S CAR - DAY

HENRY (V.O.) I knew my Pittsburgh guys always wanted guns, and since I was going to see them later in the afternoon to pick up a delivery, I was pretty sure I'd get my money back.

HENRY looks up and sees the red helicopter. When he looks back at the road he is suddenly confronted with a huge traffic jam spread out before him.

WE SEE him jam his foot on the brakes.

TITLE UP - 8:45 A.M.

INT. HOSPITAL ROOM - DAY

A bedraggled HENRY arrives in his brother, MICHAEL'S, room. MICHAEL is all dressed and sitting in his wheel-chair, waiting to go.

HENRY (V.O.) When I finally got there to pick up Michael, his doctor wanted to                         put me in bed. I told him about the accident. I said I was partying all night.

CLOSE UP - PILLS IS HENRY'S PALM

HENRY (V.O.) He took mercy on me. He gave me                         ten milligrams of Valium and sent me home. My plan was to drop off my brother at the house and pick up Karen.

INT. HENRY'S CAR - DAY

WE SEE HENRY driving MICHAEL. HENRY looks up and sees the red helicopter.

HENRY (to Michael) I think that helicopter's following me.

MICHAEL Are you nuts?

INT. HENRY'S KITCHEN - DAY

HE SEE MICHAEL, in his wheelchair, chopping celery. WE SEE HENRY making meatballs. JUDY WICKS is also there, helping KAREN shell peas. JUDY's overnight bag is on the kitchen table, surrounded by food. The CHILDREN are playing on the kitchen floor.

HENRY (V.O.) I was cooking dinner that night. I                         had to start braising the beef, pork butt and veal shanks for the tomato sauce. It's Michael's                         favorite. I was making ziti with the meat gravy, and I'm planning to roast some peppers over the flames, and I was putting on some string beans with the olive oil and garlic, and I had some beautiful cutlets, cut just right, that I                         was going to fry up before dinner just as an appetizer. I was home for about an hour. My plan was toStart the dinner early, so Karen and I could go unload the guns that Jimmy didn't want, and get the package for Judy to take to                         Atlanta latex that night. I kept looking out the window and the helicopter was gone. I asked Michael to watch the sauce, and Karen and I started out.

TITLE UP - 11:30 A.M.

INT. HENRY'S CAR - DAY

WE SEE KAREN and HENRY in car when KAREN points out the window.

CUT TO:

HELICOPTER

HENRY We're going to your mother's.

CUT TO:

KAREN'S MOTHER'S COVERED  GARAGE AREA  - DAY

HENRY (V.O.) Now I'm sure we're being tailed. My plan was to go to her mother's                         and unload the guns. Who needed them in the trunk with all this heat?

CUT TO:

HENRY putting the guns into garbage cans.

HENRY (to Karen) Go inside. Tell her not to touch anything outside the house. Nothing.

CUT TO:

KAREN AND HENRY looking up at helicopter.

HENRY Let's go shopping.

EXT. LONG ISLAND SHOPPING MALL - DAY

CLOSE UP OF HENRY ON PHONE

Nearby WE SEE KAREN standing outside of their parked car. In BG, WE SEE a large, busy shopping mall with cars and SHOPPERS.

TITLE UP - 12:30 P.M.

CUT TO:

MALL PHONE BOOTH

HENRY I'm not nuts. It's been following me all fucking morning. I mean it.

WE SEE HENRY slam down the phone. DOLLY INTO FACE

HENRY (to Karen) They think I'm paranoid. The dumb fucks. I should bring them the helicopter, then we'll see how paranoid I am.

TITLE UP - 1:30 P.M.

CUT TO:

MALL ENTRY

HENRY and KAREN peek out the mall door surrounded by PEOPLE with shopping carts and look into the sky for the helicopter. It is gone. He listens. No noise.

HENRY Okay! Quick! Let's get back to                         your mother's.

EXT. KAREN'S MOTHER'S GARAGE AREA - DAY

ANGLE ON HENRY

getting guns out of garbage.

TITLE UP - 3:30 P.M.

INT. MOTEL APARTMENT - DAY

WE SEE PITTSBURGH DEALER laughing as HENRY gives him the package of guns. A YOUNG MAN is also standing in the room.

DEALER Didn't I tell you you were paranoid? See, Karen, didn't I tall him he                         was paranoid?

KAREN (barely looking up                              and wandering toward                               kitchen) I need some coffee.

DEALER puts his arm around HENRY and motions him toward the bedroom where they snort some coke and laugh. After snorting the coke, HE SEE the DEALER give HENRY a plastic package of heroin he has taken out of a paper bag on the dresser. HENRY casually puts it in his jacket pocket.

HENRY (V.O.) My plan was I had to get home and get the package ready for Judy to                         take on her trip. Also, I had to                         get to Robin's house to give the package a whack with some quinine. Plus, I knew Robin was gonna get on my ass. Then I had the cooking to finish at home, and I had to                         get Judy ready for the trip.

Phone rings in bedroom.

DEALER picks it up, listens a moment and offers it to HENRY.

DEALER (whispering so Karen                              cannot hear in                               next room) It's Robin.

HENRY (annoyed) Yeah?

HENRY covers the mouthpiece.

HENRY (To dealer) A pain in the ass. (into phone) I'll see you in about an hour. (pause) I can't. I got my brother home tonight. (pause) We'll talk about it later. Okay?

HENRY hangs up the phone, pauses and dials again.

INT. HENRY'S KITCHEN - DAY

Phone rings. WE SEE JUDY WICKS answer the phone. WE SEE MICHAEL is stirring the tomato sauce.

CUT TO:

DEALER'S BEDROOM HENRY is on the phone.

HENRY You ready?

CUT TO:

HENRY'S KITCHEN

JUDY Yeah.

CUT TO:

DEALER'S BEDROOM

HENRY Tell Michael not to 1et the sauce stick.

CUT TO:

HENRY'S KITCHEN

JODY (to Michael, who is                              still stirring) Henry says don't let the sauce stick.

MICHAEL I'm stirring.

HENRY (O.S.) (on phone) You know what to do?

JUDY (bored) Yeah, yeah.

CUT TO:

DEALER'S BEDROOM

HENRY Now this is important. Make sure you leave the house when you make the call. You understand? Do you hear me? It's important. Call from an outside phone. I mean it.

CUT TO:

HENRY'S KITCHEN

JUDY Jesus! You must think I'm dumb. What are you bugging me for? I                         know what to do!

HENRY (O.S.) (on phone) Just make sure you do it. You know what I mean?

JDDY Jesus Christ! You can be such a                         pain.

HENRY Just do what I say! Judy Okay.

WE SEE JUDY hang up the kitchen wall phone.

MICHAEL (still stirring) What'd he say?

JUDY Nothing.

JUDY WICKS takes a puff on her cigarette and starts to               fish around in the bottom of her pocketbook which is on                the kitchen counter near the wall phone.

WE SEE JUDY WICKS take out an airline ticket.

HENRY (V.O.) So, what does she do after she hangs up with me? After everything I had told her? After all her yeah, yeah, yeah, bullshit? She picks up                         the phone and calls from the house. Now, if anybody was listening, they'd know everything. They'd                         know that a package was leaving from my house and they'd even have the time and the flight number. Thanks to her.

JUDY WICKS reaches for the kitchen phone and dials.

TITLE UP - 6:30 P.M.

INT. HENRY'S HOUSE - EVENING

HENRY is working in the kitchen.

HENRY (V.O.) As soon as I got home, I started cooking. I had a few hours until Judy's flight. I told my brother to keep an eye on the stove. All day long, the poor guy's been watching helicopters and tomato sauce. I had to drive over to                         Robin's place, mix it once and get back to the gravy.

INT. ROBIN'S HOUSE - EVENING

HE SEE HENRY watching ROBIN mix the half-kilo of heroin with milk sugar, doubling the amount. There is silence between them. HENRY looks at his watch. ROBIN pauses for a moment and sniffs a line of coke she has cut on a mirror near the table.

HENRY snorts some coke, too.

The table and room is a mess. Mixing bowls, scales, and sieves are strewn around the room.

ROBIN (getting angrier                              while mixing) I don't need this... You said tonight and now it's not tonight...

HENRY (watching the dope                              being mixed while                               stroking Robin's                               neck and shoulders) It's okay. I'll make it up. I                         promise. Just hurry it up a little. Okay?

ROBIN (finishing the                              package with tape,                               and almost purring) Okay?

WE SEE HENRY grab the two half-kilo packages off the table and start for the door. ROBIN is startled.

ROBIN (shrieking) You bastard! Where are you going?

WE SEE HENRY get out the door just before ROBIN throws the scale at it.

TITLE UP - 8:30 P.M.

INT. HENRY'S DINING ROOM - NIGHT

After dinner. EVERYONE is feeling very expansive. JUDY and HENRY have left the table and are standing in the kitchen.

JUDY (to Henry) I gotta go home.

HENRY What for? I got a pound of stuff in my jacket I've been carrying around all day. We gotta start taping it to your leg.

JUDY I gotta go home and get my hat.

ENRY Forget your fucking hat. What are you, kidding me? Just what I need now is a trip to Rockaway. Just because you want your hat.

JUDY I need it. I gotta have it. It's                         my lucky hat. I never fly without it.

HENRY Do you realize what we're involved in here now?

JUDY I don't care. I need my hat. I                         won't go without it.

HENRY (V.O.) What could I do? If she insisted, I had to drive her home for her goddamn hat. I threw the package in the kitchen and went to take her hone.

CUT TO:

HENRY

nodding to KAREN that the heroin is in the kitchen.

TITLE UP - 10:45 P.M.

EXT. HENRY'S DRIVEWAY - NIGHT

WE SEE HENRY and JUDY get into his car. As they start to               move out of the driveway, HENRY notices that there is a                traffic jam in front of his property. PEOPLE are walking around with flashlights. It looks like an accident. Suddenly, a MAN in windbreaker appears at HENRY'S window and jams a gun against HENRY's head.

MAN One move, motherfucker, and I'll                         blow you away.

HENRY (V.O.) For a second I thought I was dead, but when I heard all the noise, I                         knew they were cops,  only cops talk that way. If they had been wiseguys, I wouldn't have heard a                         thing. I would have been dead.

INT. HENRY'S BEDROOM TOILET - NIGHT

WE SEE KAREN hurriedly flushing heroin down the toilet upstairs while we hear FBI MEN at the door downstairs. We               hear MICHAEL and CHILDREN'S VOICES downstairs.

WE SEE KAREN go to the bureau drawer and grab a small caliber gun, lift her dress and, grimacing, shove the cold metal into her underpants.

CUT TO:

INT. FBI OFFICE

HENRY is seated and surrounded by FBI MEN and PROSECUTOR EDWARD MCDONALD. WE SEE JUDY WICKS brought in past HENRY and ushered into another room. WE SEE the DEALER ushered past HENRY and placed into yet another room.

HENRY (V.O.) All day I thought the guys in the helicopter were just local cops busting my balls over Lufthansa, but they turned out to be Narks. They had been on me a month. Phone taps. Surveillance.

WE SEE ROBIN brought in, followed by TWO COPS carrying cardboard boxes filled with pots, sieves and scales from ROBIN's table. The COPS put the boxes on a-table where HENRY can see them. WE SEE ONE of the NARKS lick his finger after wiping it across one of the bowls. He smiles at               HENRY and rolls his eyes.

WE SEE HENRY slouch further in his seat while questioning continues.

INT. PRISON VISITING AREA

WE SEE KAREN and HENRY seated at a table in a visiting area. HENRY is nervously looking around at the GUARDS and whispering to KAREN.

CUT TO:

IN SYNCH

KAREN (anxious) Jimmy's calling every day. It's                         urgent.

HENRY (a little annoyed                              at Karen) What did he say, exactly?

INT. HENRY'S HOUSE - DAY

KAREN (V.O.) (her turn to be                              annoyed) At least Jimmy and Mickey want to                         help. I talk to Mickey every day. That's more than I can say for the rest.

HENRY (V.O.) (placating) Paul will calm down. You'll see.

INT. JIMMY'S HOUSE - DAY

HE SEE MICKEY on the phone.

KAREN (V.O.) I told Jimmy the cops took our cars and froze our bank accounts and he offered to get me some money. Be wants to know what's happening. You gotta meet him.

HENRY (V.O.) Fuck Jimmy and the money. Didn't I                         tell you I gotta get out of here first. I gotta straighten every- thing out with Paulie or I'm dead.

CAMERA PANS to sinister JIMMY BURKE in BG.

INT. PRISON VISITING AREA - DAY (CONTINUOUS)

KAREN (annoyed and                              indicating the                               jail) Then you're safer in here.

HENRY (exasperated) Safe? Here? They'll kill me here. They're all afraid I'm gonna rat them out. People are already looking to walk away from me. I'm dead in                         here. You gotta get me out.

KAREN (worried) Who's gonna do that?

HENRY (pleading) Just get me out.

CUT TO:

KAREN

Her face drops, but she's not sure.

EXT. PRISON BAIL RELEASE GATE - MIDNIGHT

WE SEE HENRY hurry out of the prison. He looks nervous over his shoulder.

HENRY (V.O.) Karen finally got her mother to                         put her house up for my bail. I                         was out.

WE SEE KAREN and her MOTHER are waiting in the car.

HENRY (VO CONTD) I remember I had this feeling I                         was going to get killed right outside the jail. I knew Paulie was still pissed at me and he's                         such a hothead I was afraid he                          might have me whacked before he                          calmed down. And I was also worried about Jimmy. Jimmy knew if Paulie found out he was in the drug deals with me, Paulie would have Jimmy killed even before me. This is the bad time. I didn't feel safe until I got home.

CUT TO:

INT. HENRY AND KAREN'S HOUSE - BEDROOM - NIGHT

ANGEL ON HENRY

frantically looking around the bedroom.

HENRY (V.O.) So now my plan was to stay alive long enough to sell off the dope that the cops never found and disappear for a while until I got things straightened out.

HENRY (to Karen) Where's the stuff?

KAREN What are you talking about?

HENRY You know. The stuff I left.

KAREN (beginning to cry) I flushed it down the toilet.

HENRY (anguish and anger,                              mixed) You what?

KAREN (crying anguish) What did you want me to do with it? They were all over the house.

HENRY Are you fucking nuts? That was forty, fifty thousand. I need it. I was depending on that money.

KAREN (crying) They had a warrant. They went through everything. They would have found it. I swear.

HENRY Shit You know they would have never found it. Why did you do it? Why did you do it? My God, why did you have to do it?

KAREN (a primal scream) Oh no! No! Noooo!

HEHRY (screaming) Why? Why?

WE SEE HENRY, and KAREN holding onto each other as they cry and scream, with the screams echoing out on the sound track.

DISSOLVE TO:

THEIR FACES

asleep, and CAMERA DOLLIES OUT TO REVEAL a gun in HENRY'S               hand as they sleep.

INT. GEFFKEN'S BAR

The place is closed, but inside WE SEE PAUL VARIO in the kitchen cooking peppers and eggs in a frying pan with olive oil. WE SEE SEVERAL HOODS surrounding him at a distance. VARIOUS SUPPLICANTS, a LOCAL BUTCHER, an OLD LADY, etc., wait for a papal audience.

VARIO (looking down) I warned you a million times.

HENRY I've been all fucked up since I                         got out.

VARIO You think I didn't know what you were doing?

HENRY It was easy money. I did it in the can. Shit! I learned the junk business in the can, Paulie.

VARIO Right in my face. You looked in my                         face and you lied.

HENRY But, Paulie, I'm sorry. Believe me. I was fucking crazy. But I'm                         okay now. I can be trusted. I'm                         clean now. On my children. Believe me! Two weeks cold turkey waiting for bail got my head together...

VARIO You thought I was some fucking jerk?

HENRY Paulie, I couldn't come to you. I                         didn't want to put you in this shit. (pause) I was ashamed to come to you. I                         knew I was wrong.

WE SEE VARIO. stand, mute.

HENRY Paulie. You're all I got. I need help.

VARIO You treated me like shit.

WE SEE VARIO reach into his pocket and take out a thick wad of bills. Without counting the money he puts the cash in HENRY'S hands. VARIO clasps HENRY'S hands in his own.

VARIO (looking down while                              handing Henry the                               cash) Here. Take it. (looking up with                              tears in his eyes) Now I gotta turn my back on you.

CLOSE UP - HENRY

HENRY (V.O.) Thirty-two hundred bucks. That's                         what he gave me. Thirty-two hundred bucks for a lifetime. It wouldn't                         have paid for the coffin.

CUT TO:

INT. HENRY AND KAREN'S BEDROOM - NIGHT

KAREN I'm not going to run. Live the rest of our lives like rats. Is                         that what, you want? Leave my                         mother. Leave my family. Never see anybody again.

HOOD (pleading) We're gonna leave then anyway, because if we stay around here we're gonna be dead.

KAREN (angrily pulling                              away) They're right. You are paranoid.

EXT. JUKEBOX STOREFRONT - DAY

ANGLE ON JIMMY

Nervously pacing near the doorway. There are jukeboxes and pinball machines of various sizes and hues on the sidewalk. Some are being loaded onto panel trucks and carted off.

JIMMY (concerned) How is he? Okay? Are they busting his chops?

KAREN He's okay. They sobered him up.

JIMMY Did he say what they're asking him about?

KAREN Jimmy. I don't know. I got so                         much else on my mind. I got the kids. We got no money.

JIMMY I gotta talk to him as soon as I                         can.

KAREN He says he's too hot. He doesn't                         even know I came here today. It's                         like he's crazy. Jimmy.

JIMMY I know. I know. But it'll be okay. Don't worry. I got some money for you. It's down the block.

WE SEE JIMMY lead KAREN to the edge of the sidewalk and point down the block toward a row ot stores.

JIMMY (pointing) The third store down.

KAREN (V.O.) Jimmy just stood there on the sidewalk. It felt funny. I started walking down the block, but I                         noticed the stores were empty.

CUT TO:

EMPTY STOREFRONT

with chalked storefront

KAREN) (V.O.)                        I got a bad feeling.  I just kept                          walking.

CUT TO:

JIMMY standing on sidewalk.

JIMMY (shouting) Inside! Go in there!

CUT TO:

EMPTY STOREFRONT

With open door and DARK FIGURES waiting inside.

KAREN (very rattled) Jimmy, I'm in a hurry. I've got to pick up the kids at my mother's.                          I'll come back later.

WE SEE KAREN hurry down the block past the stores.

EXT. DRIVEWAY - HENRY'S HOUSE - DAY

WE SEE KAREN'S car screech to a halt near the garage as               HENRY comes racing out of the house toward her. He has a               gun pressed close to his side.

WE SEE KAREN is frozen to the wheel in fear. She is visibly shaking, crying.

WE SEE HENRY very gently pull her from behind the wheel. He has cradled her in his arms as, after a wary look around the street, HENRY walks her toward the house.

HENRY What happened? You okay?

KAREN I got seared.

HENRY (soothing) Okay. Don't worry about it. It's                         okay.

KAREN (still in shock) I got scared.

INT. SHERWOOD DINER - LATE MORNING

CAMERA MOVES IN ON TABLE - HENRY'S POV

LONG TRACKING SHOT - THROUGH RESTAURANT

You don't know what you're TRACKING until YOU SEE all the food on the table and JIMMY looks up.

HENRY (V.O.) If you're part of a crew, nobody ever tells you that they're going to kill you. It doesn't happen that way. There aren't any arguments or curses like in the movies. Your murderers come with smiles. They come as your friends, the people who have cared for you all your life, and they always come at a time when you are at                         your weakest and most in need of                          their help. So I met Jimmy in a                         crowded place we both knew. I got there fifteen minutes early and I                         saw that Jimmy was already there. He took the booth near the window so he could see everyone who drove up to the restaurant. He wanted to see if I had been tailed.

JIMMY stands to embrace HENRY. WE SEE a table with melon, eggs, sausage, toasted English muffins, etc. HENRY notices that JIMMY has not touched any of the food. Next to JIMMY, WE SEE a large legal folder.

JIMMY (sailing, friendly                              greeting) You look good.

HENKF (shaking his head) I didn't need the headache.

JIMMY Come on, eat something.

HENRY I can't eat, just get me some coffee.

HENRY (V.O.) He was jumpy. He hadn't touched a                         thing. In the old days, Jimmy would have ordered doubles and eaten it                         all. On the surface, of course, everything was supposed to be fine. We were supposed to be discussing my case, just like we always would, but I had a feeling Jimmy was trying to sense whether I was going to                         rat him out to save my neck.

JIMMY (patting the legal                              folder) I think you got a good shot at                         beating the case.

HENRY How?

JIMMY It's that rat bastard from Pittsburgh. He ratted you all out. He's been a rat since he got busted in Pittsburgh.

HENRY Yeah.

JIMMY He's hiding, thE son of a bitch, in Florida.

HENRY Yeah.

JIMMY I want you and Anthony to go down there and take care of that bastard. Without him, they've got no case.

CLOSE UP - JIMMY'S HAND

giving a piece of paper to HENRY.

TILT UP ON JIMMY AND FREEZE

HENRY (V.O.) Jimmy had never asked me to whack somebody before, but now he's asking me to go down to Florida and do a                         hit with Anthony.

CUT TO:

FREEZE OF HENRY HEAD ON

Looking at JIMMY.

HENRY (V.O.) That's when I knew I would never have come back from Florida alive.

UNFREEZE ON HENRY and BACK TO ACTION like nothing is wrong.

CAMERA DOLLIES OUT and WE SEE JIMMY and HENRY sipping their coffee. WE SEE JIMMY reach for some food. HENRY passes JIMMY the salt. They are TWO GUYS finishing breakfast in               a diner.

INT. FBI OFFICE - DAY

ANGLE ON HENRY AND MCDONALD

arguing. KAREN and SOME FBI AGENTS are standing nearby.

MCDONALD We'll pack up everything and send it to you.

KAREN I got dry cleaning.

MCDONALD We'll pick it up.

EXT. JUKEBOX STOREFRONT - DAY

WE SEE a grim JIMMY getting into the rear seat of an               unmarked FBI car while HOODS watch silently.

CUT TO:

INT. FBI OFFICE - DAY

KAREN is now seated next to HENRY on sofa. MCDONALD is               leaning against the desk. In BG, WE SEE FBI MEN playing with the CHILDREN. HE SEE HENRY and KAREN's suitcases stacked near the sofa.

MCDONALD We'll sell your house here and apply the money to your new name.

HENRY I don't want to go anywhere it's                         cold.

MCDONALD I can't control that.

HENRY I don't care who controls it. Nowhere cold.

KAREN He's very bronchial.

INT. GEFFKEN'S BAR

WE SEE FBI MEN filling the barroom and VARIO, surrounded by AGENTS, being handcuffed and shoved toward the door.

CUT TO:

INT. FBI OFFICE

ANGLE ON HENRY AND MCDONALD

arguing.

KAREN (whispering to Henry) What about the schools?

HENRY Yeah. What about the kids' school?

MCDONALD Don't worry about the schools. We'll take care of the schools.

KAREN I don't want them left back.

MCDONALD They won't be left back. They'll                         stay in their grade.

KAREN That's important.

CUT TO:

INT. COURTROOM

ANGLE ON BACK OF HENRY'S HEAD

and TRACK AROUND.

HENRY (V.O.) It was easy for all of us to                         disappear. My house was in my mother- in-law's name. My cars were registered to my wife. My Social Security cards and driver's licenses were phonies. I've never, voted. I never paid taxes. My birth certificate and my arrest sheet, that's all you'd ever have to know I was alive.

SLOW DOLLY IS TO HENRY'S FACE.

HENRY (V.O.) The hardest thing for me was leaving the life. I still love the life. We were treated like movie stars with muscle. We had it all just for the asking.

CLOSE UP - JIMMY BURKE

seated at defense table in grey suit and rimless glasses. He almost looks like one of his lawyers.

HENRY (V.O.) Our wives, mothars, kids, everybody rode along. I had paper bags filled with jewelry stashed in the kitchen and a sugar bowl full of coke next to the bed.

IN BG, WE SEE MICKEY BURKE CRYING.

HENRY Anything I wanted was a phone call away. Free cars and the keys to a                         dozen hideouts flats all over the city. I'd bet twenty, thirty grand over a weekend ...

CLOSE UP - JIMMY BURKE

COME UP ON SCREEN - TWENTY-FIVE YEARS

HENRY (V.O.) ... and than I'd either blow the winnings in a week or go to the sharks to pay back the bookies.

CUT TO:

CLOSE UP - PAUL VARIO

looking older and grey. VARIO is looking down.

COME UP ON SCREEN - FOUR YEARS

DOLLY IN TO EXTREME CLOSE UP - HENRY

As be speaks-; in synch, directly to CAMERA. DOLLY IN TO               EXTREME CLOSE UP as he speaks.

HENRY It didn't matter. When I was broke I just went out and robbed some more. We ran everything. We paid off lawyers. We paid off cops. Everybody had their hands out. And now it's all over.

EXT. STREET IN MIDWESTERN ANDY HARDY TOWN - DAY

TRACK down the street.

HENRY (V.O.) And that's the hardest part. Today everything is different. There's                         no action.

CAMERA TRACKS past white picket fences.

HENRY (V.O.) I have to wait around like anyone else. Yon can't even get decent food. Right after I got hare I                         ordered some spaghetti with marinara sauce and I got egg noodles and ketchup.

CAMERA APPROACHES house and TRACKS IS TO DOOR OF HOUSE as               it opens. A MAN, still in his pajamas, leans out to get the milk and newspaper. He looks up. It's HENRY.

HENRY (Talking to camera) I'm an average nobody. I get to                         live the rest of my life like a                          schnook.

FADE OUT:

THE END