Miller's Crossing

                        An Original Screenplay By

                                Joel Coen

                                   and

                               Ethan Coen





1.   FADE IN:
     CLOSE SHOT   A WHISKEY TUMBLER

     That sits on an oak side bar under a glowing green bankers
     lamp, as two ice cubes are dropped in.  From elsewhere in
     the room:

                           Man  (off)
          I'm talkin' about friendship.  I'm talkin' about
          character.  I'm talkin' about--hell, Leo, I ain't
          embarassed to use the word--I'm talkin' about
          ethics.

     Whiskey is poured into the tumbler, filling it almost to
     the rim, as the offscreen man continues.

          . . . You know I'm a sporting man.  I like to
          make the occasional bet.  But I ain't that
          sporting.


     THE SPEAKER

     A balding middle-aged man with a round, open face.  He
     still wears his overcoat and sits in a leather chair in the
     dark room, illuminated by the offscreen glow of a desk
     lamp.  This is Johnny Caspar.

     Behind him stands another man, harder looking, wearing an
     overcoat and hat and holding another hat--presumably
     Caspar's.  This is Bluepoiont Vance.

                           Caspar (cont'd)
          When I fix a fight, say--if I pay a three-to-one
          favorite to throw a goddamn fight--I figure I got
          a right to expect that fight to go off at three-
          to-one.  But every time I lay a bet with this
          sonofabitch Bernie Bernheim, before I know it the
          odds is even up--or worse, I'm betting the short
          money. . .

     Behind Caspar we hear the clink of ice in the tumbler and a
     figure emerges from the shadows, walking away from the
     glowing bar in the backgound.

          . . . The sheeny knows I like sure things.  He's
          selling the information I fixed the fight.  Out-
          of-town money comes pourin' in.  The odds go
          straight to hell.  I don't know who he's sellin'
          it to, maybe the Los Angeles combine, I don't
          know.  The point is, Bernie ain't satisfied with
          the honest dollar he can make off the vig.  He
          ain't satisfied with the business I do on his
          book.  He's sellin' tips on how I bet, and that
          means part of the payoff that should be ridin' on
          my hip is ridin' on someone else's.  So back we
          go to these questions--friendship, character,
          ethics.

     The man with the whiskey glass has just passed the camera
     and we cut to the:


     REVERSE

     Another well dressed, middle aged man, behind a large
     polished oak desk, listening intently.  This is Leo.  He is
     short but powerfully built, with the face of a man who has
     seen things.

     The man with the whiskey enters frame and passes Leo to
     lean against the wall behind him, where he listens quietly.

                           Caspar
          . . . So its clear what I'm sayin'?

                           Leo
          Clear as mud.

     Caspar purses his lips but continues unfazed.

                           Caspar
          It's a wrong situation.  It's gettin' so a
          businessman can't expect no return from a fixed
          fight.  Now if you can't trust a fix, what can
          you trust?  For a good return you gotta go
          bettin' on chance, and then you're back with
          anarchy.  Right back inna jungle.  On account of
          the breakdown of ethics.  That's why ethics is
          important.  It's the grease makes us get along,
          what separates us from the animals, beasts a
          burden, beasts a prey.  Ethics.  Whereas Bernie
          Bernheim is a horse of a different color ethics-
          wise.  As in, he ain't got any.  He's stealin'
          from me plain and simple.

     Leo leans back in his chair.

     The man behind Leo raises the whiskey glass to his lips.

     He is trimmer and younger than Leo, perhaps in his thir-
     ties, dark-complected, with a pencil mustache and a gaunt
     intensity that is not entirely healthy-looking.  This is
     Tom.

     As he drinks, he studies Caspar and Bluepoint.

                           Leo
          You sure it's Bernie, selling you out?

     For the first time the man behind Caspar speaks:

                           Bluepoint
          It ain't elves.

                           Leo
          Nobody else knows about the fix?

                           Caspar
          No one that ain't got ethics.

                           Leo
          What about the fighters you pay to tank out?

                           Bluepoint
          We only pick fighters we can put the fear of God
          in.

                           Leo
          Any other bookies know?  You play anyone else's
          book?

                           Caspar
          I lay an occasional bet with Mink Larouie.

                           Bluepoint
          But it ain't Mink, I'll vouch for that.

                           Leo
          How do you know?

     Caspar shakes his head.

                           Caspar
          It ain't Mink.  Mink is Bluepoint's boy.

                           Leo
          Mm.  And of course, Bluepoint always knows about
          the fix.

                           Bluepoint
          What the hell is that supposed to mean?

                           Leo
          Let it drift.  All it means is a lot of people
          know.

                           Caspar
          I guess you ain't been listening.  Sure other
          people know.  That's why we gotta go to this
          question of character, determine just who exactly
          is chiseling in an my fix.  And that's how we
          know it's Bernie Bernheim.  The Motzah Kid.
          'Cause ethically, he's kinda shaky.

                           Leo
          You know Bernie's chiseling you because he's a
          chiseler.  And you know he's a chiseler because
          he's chiseling you.

     Airily:

                           Caspar
          Sometimes you just know.

                           Leo
          . . . So you wanna kill him.

                           Bluepoint
          For starters.



     Leo nods, thinking.  He swivels to look interrogatively at
     Tom.

     Tom gives an almost imperceptable shrug.  The ice cubes in
     his glass clink.

     Leo turns back to Caspar, pauses.

                           Leo
          . . . Sorry, Caspar.  Bernie pays me for protec-
          tion.


     Tom, peering over his drink, does not entirely conceal his
     surprise.

     Caspar stares at Leo, his mouth open.  It is not the
     response he expected.

                           Caspar
          . . . Listen, Leo, I ain't askin, for permission.
          I'm tellin' you as a courtesy.  I need to do this
          thing, so it's gonna get done.

                           Leo
          Then I'm telling you as a courtesy that you'll
          have trouble.  You came here to see if I'd kick
          if you killed Bernie.  Well there's your answer.

     Caspar's voice is harder:

                           Caspar
          Listen Leo, I pay off to you every month like a
          greengrocer--a lot more than the Motzah--and I'm
          sick a gettin' the high hat--

                           Leo
          You pay off for protection, just like everyone
          else.  Far as I know--and what I don't know in
          this town ain't worth knowing--the cops haven't
          closed any of your dives and the O.A. hasn't
          touched any of your rackets.  You haven't bought
          any license to kill bookies and today I ain't
          selling any.  Now take your flunky and dangle.

     Caspar is staring at Leo.  He looks at Tom, then rises
     slowly to his feet.  Back at Leo:

                           Caspar
          Ya know I'm tryin'. . . I'm tryin not to raise my
          voice in anga.  I've always gone along to get
          along.  But you make me lay off the Matzoh and
          you're givin' me the needle.  I told you the
          sheeny was robbin' me blind, I told you I wanna
          put him in the ground and I'm telling you now I'm
          sick a the high hat.

     He swipes his hat from Bluepoint.

          . . . You think I'm some guinea fresh off the
          boat and you think you can kick me.  But I'm too
          big for that now.

     He puts his hands on the desk and leans towards Leo.
     The cords stand out on his ndck.

          I'm sick-of takin' the strap from you, Leo.  I'm
          sick a marchin' down to this goddamn office to
          kiss your Irish ass and I'M SICK A THE HIGH HAT!

     Caspar stops, out of breath.  He is red faced and panting.
     Bluepoint has put a gently restraining hand an his shoul-
     der.

     Leo and Tom stare at Caspar impasssively.

     After a beat Caspar shuts his mouth.  His eyes lose some of
     their glaze.  He looks at Bluepoint's hand, turns and
     strides towards the door.

                           Caspar
          . . . Youse fuckin' fancy-pants, all of ya.

     He opens the docr, but Leo's voice stops him.

                           Leo
                        (softly)
          Johnny.  You're exactly as big as I let you be
          and no bigger and don't forget it.  Ever.

     Caspar looks at Lea from the open doorway.  After a beat he
     chuckles.

                           Caspar
          Ats right, Leo, you're the big-shot around here.

     He dances over at Tom again, then back to Leo:

          . . . And I'm just some schnook likes to get
          slapped around.

     He leaves, Bluepoint following, shutting the door.

     After a beat Tom crosses in front of the desk and sits down
     in the chair Caspar has just vacated.  Leo chuckles and
     leans back in his chair.

                           Leo
          Twist a pig's ear.  Watch him squeal.

     Tom swallows the last of his drink and stares ruminatively
     down at his glass.

                           Tom
          . . . Bad play, Leo.

     Leo, unfazed, grins at Tom.

                           Leo
          Got up on the wrong side, huh?

                           Tom
          Same side as always.

                           Leo
          That's what I mean.  Still owe money to--who's
          your bookie?  Lazarre?

                           Tom
          Mm.

                           Leo
          I could put it right for you.

                           Tom
          Thanxs Leo, I don't need it.

                           Leo
          In a pig's eye.  You haven't played a winner in
          six weeks.  People'll speak ill of me if I let
          him break your legs.

     Tom grins back, for the first time.

                           Tom
          People'll say I had it coming.

                           Leo
          And they'll be right, but that ain't the point.
          Call me a big-hearted slob, but I'm gonna square
          it for ya.

     He picks up a phone on his desk and starts to dial.

          . . . Yeah, I think I'll do that, this very same
          night.  Looking at you moping around takes away
          all my . . . What did you call it?  Joy de veever.

     Tom stands and walks over to the desk.

                           Tom
          Joi de vivre.

     He takes the receiver from Leo and prongs the phone.

                           Leo
          Well look, if your gonna laugh at me, the hell
          with you.

     Tom walks to the door, putting an his hat.

                           Tom
          And with you.  I'll square myself with Lazarre if
          you don't mind.  Thats why God invented cards.

     He pauses in the doorway and turns back to Leo.

          . . . There is something you can do for me.

                           Leo
          Name it.

                           Tom
          Think about what protecting Bernie gets us.
          Think about what offending Caspar loses us.

     Leo chuckles good-naturedly.

                           Leo
          Come on, Tommy, you know I don't like to think.

     Tom has stepped into the hallway and, just as he closes the
     door:

                           Tom
          Yeah.  Well, think about whether you should start.

     The door clicks shut.

     CUT TO BLACK



2.   FADE IN:
     THE WOODS   CREDIT SEQUENCE

     Although it is day, the tree cover gives an effect of
     almost cathedral-like darkness.  The sun filters down
     through the leaves in gently shifting patterns.

     We hear only the sound of the wind and the creaking and
     groaning of tree limbs in the breeze.

     Head titles are supered over the dissolving series of woods
     scenes.

     In the last woods scene the angle is low--almost ground-
     level.  The sun dapples the floor of the forest, which is
     carpeted with pine needles.

     With a whoosh of rustling leaves the wind gusts a fedora
     into frame.  For a moment it lies still in the foreground,
     sunlight rippling over it, making it seem almost alive.
     Then the wind picks up again and the hat tumbles away from
     us, end over end, in slow motion into the background,
     impossibly far away until . . . it dissappears.

     As we fade out, we hear a distant knocking.


3.   FADE IN:
     CLOSE SHOT   TOM

     Unshaven, eyes closed, motionless.

     The head credits continue over this one-shot scene.

     The knocking continues, faintly, offscreen.  As we hear a
     door opening we pull back to a looser shot, revealinq that
     Tom is slumped back on a tired green sofa.

     A fat hand enters to shake Tom's shoulder.

                           Voice
          Wake up, Tommy.

     Without ocening his eyes:

                           Tom
          I'm awake.

                           Voice
          You're eyes were shut.

                           Tom
          Who're you gonna believe?

     Tom sits up, though it seems like an effort.  He looks
     sick.

     From a small mirror behind the couch we see that we are in
     the back room of a gambling establishment.  The leavings of
     a card game litter a table in the middle background.

                           Tom
          . . . How'd I do?

                           Voice
          What do you think.  You're a millionaire.  You
          gonna remember your friends?

     Tom reaches up to feel his head, and looks stupidly about.

                           Tom
          . . . Where's my hat?

                           Voice
          You bet it, ya moron.  Good thing the game broke
          up before you bet your shorts.

     After a beat of staring at nothing in particular, Tom
     abruptly lurches to his feet and staggers out of frame.

     The other man sits heavily onto the couch that Tom has just
     vacated.  He is Fat Tony, a big man wearing an apron.

     He watches as we hear Tom, offscreen, staggering across the
     room, bumping into something which scrapes and then
     clatters over, opening a door, staggering across tile, and
     then vomiting.

     Fat Tony watches with mild interest.

     Finally:

                           Tom's Voice
          . . . Who left with my hat?

                           Tony
          Verna.  Verna and Mink.

                           Tom
          . . . Who?

     Louder:

                           Tony
          Mink and Verna.

     Offscreen we hear a tap running.

                           Tom
          . . . Thunderclap running tonight?

                           Tony
          Yeah.

                           Tom
          What's she leave at?

                           Tony
          Three-to-one, more'n likely.  Lay off, Tom.  You
          shouldn't go deeper in the hole.

                           Tom
          Tell Lazarre I want five hundred on the nose.

     Tony shrugs.

                           Tony
          You would have it.

                           Tom
          . . . Somebody hit me?

                           Tony
          Yeah.  Mink hit you.

                           Tom
          . . . Whyzat?

     Tony inspects a hangnail on his thumb.

                           Tony
          You asked him to.



4.   CUT TO:
     A HALLWAY

     A loose shot looking over Tom's shoulder as he knocks on an
     partment door.  Head credits continue.

     The door swings open and Verna, an attractive but hard-
     looking woman in her late twenties or early thirties looks
     coldly out at Tom.

                           Tom
                  (still slightly woozy)
          Miss me?

                           Verna
          You again.  What now?

                           Tom
          I want my hat.

                           Verna
          . . . Is that all you came for?

                           Tom
          Yeah.  I want my hat.

                           Verna
          I won it.  It's mine.

                           Tom
          What're you gonna do with it?

                           Verna
          Drop dead.

     She slams the door.

     There is a long, motionless beat.  Tom raises his hand and
     knocks again, missing the door completely on his first try.

     After a knock or two the door swings open again.

                           Tom
          I need a drink.

                           Verna
          Why didn't you say so.

     She steps away from the door and Tom enters the apartment.
     As the door clicks shut we cut to black, and the last of
     the movie's head credits.

     Music clays under the credits, mixed in with the woods
     sounds we heard earlier.  As the last of the credits is
     fading to black we hear a distant knocking, and from black
     we:



5.   CUT TO:
     CLOSE SHOT   A FEDORA

     Lying on a marble bureau top in a dark room.  A gently
     rippling cookie plays over it--light from a streetlamp
     thrown through a curtained window.  Reflected in the bureau
     mirror behind the fedora we see the soft glow of a burning
     cigarette.


     REVERSE

     Tracking in on Tom, sitting in bed, smoking, staring at the
     bureau.  The rippling street light plays over him from the
     window.  We hear a distant knocking.


     WIDER

     The bedroom, as Tom swings his legs around and gets out of
     bed.

     Tom throws on a dressing gown and leaves the bedroom
     through its double oak pocket doors, closing the doors
     behind him.


6.   LIVING ROOM

     Also dark, lit only by streetlight filtering in.

     The knocking is louder here.  Tom crosses the room,
     silhouetted against the windows, to the apartment's front
     door.  Light fans in as he opens it.

     Shiftng uncomfortably in the hallway is Leo, in an
     overcoat and fedora.

                           Leo
          'Lo, Tommy.  Sorry about the hour.

                           Tom
          I'll live.  What's the rumpus?

                           Leo
          Can i come in?

     Tom thinks about this for the slightest beat.

                           Tom
          Sure.

     He lets Leo precede him into the living room.

     Tom turns on a lamp that sits on a rolling bar.

          . . . Drink?

                           Leo
          I wouldn't mind. . . I tried calling earlier.

                           Tom
          I got home late.

     As Tom sits down facing Leo with two drinks:

                           Leo
          Well. . . Sorry about the hour.

                           Tom
          Uh-huh.

     He waits, with no apparent impatience.

     The older man is uncomfortable; he is having trouble
     finding the words.  Finally he lifts his glass and swallows
     it in one gulp.

                           Leo
          . . . Not bad. . .

                           Tom
          Better than the paint we sell at the club.

                           Leo
          That it is. . . That it is. . .

                           Tom
          Thought about cutting Bernie loose?

     Leo is shuffling his hat nervously from hand to hand.

                           Leo
          Can't do it, Tommy, can't do it. . . That's sort
          of why I'm. . . Tommy. . . I don't know where
          Verna is.

     Tom fixes him with a level stare, then takes a sip of his
     drink.

                           Tom
          Uh-huh.

                           Leo
          I know what you're thinking:  What else is new?
          But the situation now, I'm worried. . .

     Tom blows out air.

                           Tom
          Verna can take care of herself.  Maybe better
          than you can.

                           Leo
          What does that mean?

     Tom stands up, takes Leo's glass and walks back over to the
     bar.

                           Tom
          Want another?

                           Leo
          No.  What does that mean?

     Tom turns to look at Leo, pauses, then decides to speak:

                           Tom
          How far has she got her hooks into you?

                           Leo
          That's a hell of a question.

                           Tom
          It's a grift, Leo.  If she didn't need you to
          protect her brother from Johnny Caspar, d'you
          think she'd still go with you on slow carriage
          rides through the park?  That is the deal, isn't
          it?  You keep Bernie under wraps 'till Caspar
          cools down?

                           Leo
          Jesus but you're a prickly pear.  What's wrong
          with her wanting her brother taken care of?

                           Tom
          Not a thing.  I don't blame her.  She sees the
          angle--which is you--and she plays it.  She's a
          grifter, just like her brother.  They probably
          had grifter parents and grifter grandparents and
          someday they'll each spawn little grifter kids--

                           Leo
          Stop it, Tommy.  I don't like to hear my friends
          run down.  Even by other friends.

     Tom shrugs.

                           Tom
          Friendship's got nothing to do with it.

                           Leo
          The hell you say.  You do anything to help your
          friends.  Just like you do anything to kick your
          enemies.

                           Tom
          Wrong, Leo.  You do things for a reason.

                           Leo
          Okay, Tom, you know the angles--Christ, better
          than anybody.  But you're wrong about this.  You
          don't know what's in Verna's heart. . .

     Tom stares down into his drink.  There is an awkward pause.
     Then finally, without looking up:

                           Tom
          Leo, throw her down.  And her brother, too. Dump
          her.

     Leo looks like he has just been stepped on.

                           Leo
          Jesus, Tom. . . Verna's okay. . .

     He nods to himself.

          She's a little wild, but she's okay.  I
          like her.

     Tom smiles.

                           Tom
          Yeah, you like her.  Like the Kaiser likes
          cabbage.  You're dizzy for her.

     Leo scowls at Tom.

                           Leo
          What of it?  Jesus, Tom, ain't you ever been bit
          by that bug?

                           Tom
          Leo, if she's such an angel, why are you looking
          for her at four in the morning?

     Leo digs his hands into his pockets and slouches back,
     profoundly embarassed.

                           Leo
          I put a tail on her this afternoon.

                           Tom
          Hah!

                           Leo
          Yeah, I asked Rug Daniels to follow her around--
          just, you know, just to keep her out of trouble.

                           Tom
          And to tell you what trouble she was managing to
          whip up herself.

                           Leo
          It wasn't to spy, Tom; I was worried.  After that
          meeting with Caspar, well--you can't be too
          careful.

                           Tom
          Uh-huh.  And what did Rug tell you that has you
          scurrying over here?

                           Leo
          That's just it.  Nothing.  He's disappeared.

     Tom laughs humorlessly.

                           Tom
          So you've lost your ladyfriend and the tail you
          put an her.

                           Leo
          I guess it does sound pretty sorry at that. . .

     He looks from his empty glass up to Tom.

          . . . Help me out, Tom.  I wouldn't know where to
          start looking.  You know Rug's crowd, you know
          the people Verna runs with.  I'm just worried
          now, with things the way they are between me and
          Caspar--

     Tom gives a wave of disgust.

                           Tom
          You shouldn't be confronting Johnny Caspar, it's
          what I've been trying to tell you.  You can't
          trade body blows with him.  He's gotten too
          strong.

     For the first time Leo displays some testiness:

                           Leo
          I reckon I can still trade body blows with any
          man in this town. . .

     He sighs, looks back down at his drink.

          . . . Except you, Tom.

                           Tom
          And Verna.

     Leo smiles good-naturedly.

                           Leo
          Okay, give me the needle.  I am a sap, I deserve
          it. . .

     He stands and walks to the door.

     Tom doesn't move.  His eyes remain fixed on the chair Leo
     has just vacated.

     Leo pauses in the open doorway.

          . . . Thanks for the drink.  Let me know if you
          hear anything. . .

     The door closes and he is gone.

     Tom grimaces and stands up.  Sunlight is just starting to
     come in through the windows, defining for the first time
     the corners of the large semi-circular room as Tom walks
     across it to the bedroom.  Distant early-morning traffic
     noise is filtering up from the street.


7.   INT  BEDROOM

     As Tom opens the double oak doors and enters, leaving them
     open.

     He crosses to the bed and sits an its edge, hunched
     forward, thinking.  Behind him, a woman stirs.

                           Woman
                        (sleepily)
          Who was that?

                           Tom
          Leo. . .

     He takes a cigarette from the nightstand and lights it.

          . . . He's looking for you.

     Verna stiffens.

                           Verna
          Did you tell him I was here?

                           Tom
          No.

     Verna relaxes.

                           Verna
          Did you put in a good word for my brother?

                           Tom
          No.

                           Verna
          You said you would.

                           Tom
          . . . I said I'd think about it.

                           Verna
          What did you tell him?

     Tom is lost in thought.  He exhales smoke.

                           Tom
          . . . Did you see Rug Daniels last night?

                           Verna
          No.  What did you tell Leo?

     Tom finally turns to face her.  After looking at her for a
     beat:

                           Tom
          . . . I told him you were a tramp and he should
          dump you.

     A shoe flies past his head and hits the wall behind him.

                           Verna
          You're a son of a bitch, Tom.



7.   EXT  ALLEYWAY   EARLY MORNING

     We are on an extreme close shot of a small dog.  Behind
     him, in the distance, we can see the mouth of the alley.

     The dog is on point, perfectly still, one front leg crooked
     and raised off the ground, his ears pointed straight up,
     his eyes in a fixed stare.


     A MAN

     is slouched, half-sitting, against the wall of the alley.
     He is motionless.  His mouth is agape.  His eyes are rolled
     up in a lifeless stare.

     He is wearing an overcoat but it is unbuttoned and reveals
     a blood stain in the middle of his chest.  His fedora lies
     on the ground near one of his splayed hands.

     There is something subtly odd about his hair.


     CLOSE SHOT   A LITTLE BOY

     Perhaps five years old.  He stares down at the dead man in
     front of him.


     CLOSE SHOT   THE MAN

     Staring vacantly.


     THE BOY

     After a moment, he reaches forward.


     THE MAN

     As the boy's hand enters frame.  The boy pokes once at the
     man's shoulder.

     There is no reaction.

     The boy touches the top of the man's head.

     The man's hair slips forward a couple of inches over over his
     forehead.


     THE BOY

     Staring.


     THE MAN

     Also staring, his skewed hairpiece ill becoming his stunned
     expression.

     The boy reaches forward and takes the hairpiece off the
     man's head.  Now a bald man stares off into smace, still
     looking stunned, still quite dead.

     WIDE SHOT   THE ALLEY

     The dead man and the little bov face each other in profile
     in the middle foreground.  In the background, between them,
     the little boy's dog faces us, still on point, still
     whining.

     The little boy is fascinated by the hairpiece he holds.  He
     turns it over and around, and looks from it to the dead
     man.

     Suddenly the boy turns and runs, away from us, towards the
     mouth of the alley, still clutching the hairpiece.

     As he passes the dog it turns and runs after him, wagging
     its tail, happy to be leaving.

     FADE OUT



9.   FADE IN:
     INT   DINER EVENING

     A man sits facing us at the counter in the foreground.  His
     face is hidden by the newspaper he is reading.

     The page of the newspaper being presented to the camera
     bears a story headlined:  GANGSTER SLAIN.  The subhead:
     Politician's "Aide" Found Dead in Alley.

     After a beat the diner drops the paper to the counter, and
     we see that it is Tom, wearing overcoat and hat.  He is
     grimacing at whatever he was reading.  He stands and digs
     into his pocket.


     REVERSE

     Looking down at the newspaper an the counter, next to a
     steaming cup of coffee.  Tom's hand enters to put some
     change on the counter, leaves, and we hear his receding
     footsteps.

     The headlined story on the page Tom was reading is:
     THUNDERCLAP INJURED IN RACING MISHAP.



10.  CUT TO:
     TRACKING IN TO CLOSE SHOT   PLAQUE

     Set into the brick of a building's exterior, it reads:
     SHENANDOAH CLUB.  In script underneath: Members Only.



11.  INT   THE CLUB   NIGHT

     Tracking towards the front door as Tom enters.  He puts his
     coat and hat on the check counter.

                           Tom
          Hello, Beryl--

     Her arm sweeps across frame to slap Tom hard.

                           Check Girl (off)
          Ain't you got a conscience?

     Tom stares dumbly.


     ON BERYL

     A diminutive woman in a french maid's uniform with a pill
     box hat.  She rocks her weight on one leg with her hands
     proceed defiantly on her hips.

          . . . It's a little voice inside that tells you
          when you been a heel!

                           Tom
          Mine's been mum lately--what'd I do?

                           Beryl
          Stood me up is all.  Made me wait an hour and a
          half is all?  Or maybe you don't remember sayin'
          you'd pick me up after work last night.  I seen
          heels in my time, sure, plenty of 'em!  But none
          so low as couldn't tell me to my face when they
          was sick of me! . . .

     She throws a check number at him.

          . . . You know where you can stick it!



12.  CUT TO:
     TRACKING SHOT

     Pulling Tom as he walks across the gambling floor.  He is
     joined bv a nervous young man in a tuxedo.

                           Mink
          'Lo Tom.  What's the rumpus?

                           Tom
          Mink.

     Mink throws a glance back in the direction of the coat
     check.

                           Mink
          . . . I see you got your hat back.

                           Tom
          Yeah, what of it.

                           Mink
          Not a thing, Tommy.  I got not a thing to say.
          Listen, Bernie wants to see you.  It's important.

                           Tom
          Well I'm right here, and I'm not made of glass.

                           Mink
          Yeah, but he's nervous walkin' around in public.
          He's a right guy, but he's nervous, Tommy!  He's
          very nervous!  Who wouldn't be?!

     Tom looks at Mink for the first time.

                           Tom
          Mink--

                           Mink
          The spot he's in, who wouldn't be!  He asked me
          to ask you to ask Leo to take care of him.  You
          know, put in a good word with Leo.  Leo listens
          to you.  Not that Leo wouldn't help the Motzoh
          anyway!  A guy like Bernie?  A square gee like
          the Motzah!  A straight shooter like him?

                           Tom
          I don't get it, Mink--

                           Mink
          What's to get?!  It's as plain as the nose--

                           Tom
          I thought you were Bluepoint's sycophant.

                           Mink
          Yeah Tom, that's right.  But a guy can have more
          than one friend, can't he?  Not that I'd want
          Bluepoint to know about it, but a square gee like
          the Motzah?  He's a right guy, Tom!  He's a
          straight shooter!  I know he's got a mixed
          reputation, but for a sheeny he's got a lot a
          good qualities!

     Tom has reached the foot of a large staircase.  He turns to
     look at Mink with mild curiosity.

                           Tom
          Why should I care what happens to Bernie?

                           Mink
          C'mon Tom, you like Bernie dontcha?

                           Tom
          I don't like anybody, Mink, you know that.

                           Mink
          Well, you like his sister.

                           Tom
          What's that supposed to mean?

                           Mink
          Nothing, Tom.  If it ain't my business I got not
          a thing to say.

     Tom studies Mink for a beat.

                           Tom
          What's going an between you and Bernie?

                           Mink
          Nothin, Tom!  We're just friends--you know,
          amigos?

     He sics on his cigarette and looks nervously around the
     floor, then back at Tom, who stares coolly back.

                           Tom
          You're a fickle boy, Mink.  If Bluepoint found
          out you had another "amigo"--well, I don't peg
          him for the understanding type.

     Mink is startled.  In a high shrill voice, as Tom walks up
     the stairs, clutching his drink:

                           Mink
          Find out!?  How would he find out?!  Damnit Tom,
          me and you ain't even been talking!  Jesus Tom,
          damnit, Jesus!



13.  INT   LEO'S OFFICE

     Pulling Tom as he enters the office.

                           Leo (off)
          'Lo, Tom.  You know O'Gar. . .


     REVERSE

     Leo faces us from behind his desk.

     Seated in two chairs facing the desk, twisting around to
     greet Tom, are two men.  O'Gar is a large man wearing a
     police uniform.  Dale Levander wears a suit; a florid man
     with a shock of white hair, in his mid-sixties.

                            Leo
          . . . and the mayor.

                            Tom
          I ought to.  I voted for him six times last May.

     Levander chuckles.

                           Levander
          And that ain't the record, either.

     Tom is crossing to the bar.

                           Leo
          Verna turned up.  She's downstairs.

     Tom, his back to Leo as he pours a drink, stiffens.

                           Tom
          . . . She say where she'd been?

                           Leo
          No, I uh. . . didn't want to press her.  Hear
          about Rug?

     Drink in hand, Tom turns and crosses to perch an a corner
     of Leo's desk.

                           Tom
          Yeah, R.I.P.

                           Leo
          They took his hair, Tommy.  Jesus that's strange.
          Why would they do that?

                           Tom
          Maybe it was Injuns.

                           Leo
          Eye-ties, more like it.  Giovanni Casparro.

                           Tom
          So you figure it was Caspar bumped Rug?

     Leo, with a puzzled smile, glances at O'Gar and the mayor,
     and then back at Tom.

                           Leo
          . . . Well it's pretty obvious ain't it?

                           Tom
          Mm. . . So what's the plan?

                           Leo
          Jump on the guinea hard.  With both feet.

     He looks at the mayor who shifts uncomfortably in his seat.

          . . . Give him the low-down, Dale.

                           Mayor
          Yes, well. . . Leo here has just reminded us that
          Mr. Caspar operates several clubs in our city
          wherein the patrons imbibe of rum and play at
          games of chance.

     Morosely:

                           O'Gar
          And we're sunnosed to stop the party.

                           Tom
          Uh-huh. . .

     Looking at Leo, he jerks his head towards the two men.

          . . . They don't seem too happy about it, Leo.

                           O'Gar
          Naw, it ain't that, Tom.

                           Mayor
          Jesus, Tom!  We do as we're told!

     Tom ignores them.

                           Tom
          Maybe they're right not to like it.  Stirring up
          this hornets' nest won't be good for anyone.  And
          it'll mean killing.

                           Leo
          Well I'm not thrilled about it either, but I
          can't just lay down to Caspar.

                           Tom
          You could do worse.  You might not like it, but
          giving up Bernie Bernheim is a pretty small price
          to pay for peace.  Business is business and a
          war's going to hurt everybody.  Bernie plays with
          fire, he's got to deal with the consequences--
          even if that means he gets bumped off.

                           Leo
          Sweet Jesus, Tom, that ain't even the point
          anymore.  Caspar pooped Rug.  The day I back down
          from a fight, Caspar is welcome to the rackets,
          this town, and my place at the table.  I didn't
          start this thing, but--

     Tom's voice is sharp:

                           Tom
          You did start it--you and Verna--

     The mayor has risen to his feet.  Uncomfortably:

                           Mayor
          We can dangle, Leo, if you'd prefer.

                           Leo
          Siddown Dale, we're all friends here.

                           Tom
          --and Caspar hasn't broken the rules, Bernie has-
          -and you too, by helping him.  And if that isn't
          enough, consider that if you make it a war, you
          have more to lose than Caspar.

     Leo is getting up from behind the desk and walking over to
     stare out the window.

                           Leo
          Okay, but more to beat him with.  Jesus, Tom, the
          two of us've faced worse odds.

                           Tom
          But never without reason.  It helps to have one.

     Leo doesn't reply.  Tom is irritated, but shrugs indif-
     ference.

          . . . Well, it's your call.

     He gets to his feet and starts for the door.

          . . . My opinion use to count for something
          around here, but it's always yours to take or
          leave.

     Leo has turned from the window and is striding after Tom,
     gesturing appologetically.

                           Leo
          Aw, c'mon Tommy.  Its not like that. . .

     The door clicks shut.

          . . . Goddamnit.  Goddamn kid is just like a
          twist.



14.  CUT TO:
     FAT TONY

     Tending the downstairs bar as Tom stalks over.

                           Tom
          Gimme a stiff one.

                           Tony
          No small talk, huh?  They shoot vour nag?

     Tony has finished pouring a shot of whiskey which Tom
     immediately knocks back.

                           Tom
          If there's any justice.  Verna around?

                           Tony
          She stepped into the ladies, room.  You got
          Lazarre's five hundred?

                           Tom
          He'll have to carry me for a few days.

     Tom is pouring himself another drink.

                           Tony
          He ain't gonna like that.  Couldn't, you get it
          from Leo?

     Tom is irritated:

                           Tom
          It's not Leo's debt.  I'll pay my own way.

                           Tony
          I admire a man of principle.  Does this go on the
          tab?

     Drink in hand, Tom is already walking away.



15.  INT   LADIES' LOUNGE

     As Tom bangs through the door, still carelessly holding his
     tumbler of whiskey.  A rogue lock of hair hangs down over
     his forehead.

                           Tom
          Close your eyes, ladies, I'm coming through.


     REVERSE

     The hubbub of female voices evaporates as all turn to look
     at the male intruder.

     The lounge's decor is done in various shades of pink.  Some
     of the women apply make-up facing the large bulb-encircled
     mirrors on overstuffed seashell shaped pink chairs.  Other
     women sit, smoking, in the banquettes that line the other
     wall.

     All react to Tom's entrance with surprise mixed with
     various degrees of outrage, and they hurry to gather their
     things and leave.  The one exception is Verna, who looks at
     Tom with unperturbed distaste.

     As he crosses to her seashell chair:

                           Tom
          Who's the warpaint for?

                           Verna
          Go home and dry out.

                           Tom
          You don't need it for Leo, believe me.  He
          already thinks you're the original Miss Jesus.

     She glances hurriedly around the lounge, but the last of
     the women are already leaving.

                           Verna
          . . . What the hell's the matter with you?

                           Tom
          What's the matter with you?  Afraid people might
          get the right idea?

     Verna studies him for a beat.

                           Verna
          Leo's got the right idea.  I like him, he's
          honest and he's got a heart.

     Tom weaves a couple of steps closer to her.

                           Tom
          Then its true what they say.  Opposites attract.

                           Verna
          Do me a favor and mind your own business.

     She turns back to the mirror and starts applying her
     lipstick.  Tom drops down to face her in the mirror.

                           Tom
          This is my business.  Intimidating helpless women is
          part of what I do.

                           Verna
          Then find one and intimidate her.

     Tom swallows the rest of his drink in one gulp.

                           Tom
          Leo's upstairs getting ready to shoot himself in
          the foot on your account.

                           Verna
          I don't know what you're talking about.

                           Tom
          He's gonna go to the mat for your brother.  And
          it's gonna hurt him.

                           Verna
          I don't know Leo's business, but he's a big boy.

                           Tom
          He used to be.

     Verna causes with the lipstick.  She looks at Tom intently
     but her tone softens.

                           Verna
          Look.  What do you want, Tom?  You want me to
          pretend I don't care what happens to Bernie?
          Well I do.  He's my brother and I don't want him
          to get hurt.  If Leo wants to help him out I'll
          step out with him, show him a good time in
          return.  There's no harm in that.

                           Tom
          There's a name for that kind of business arrange-
          ment.

                           Verna
          I'll do what I have to for Bernie and there's no
          reason for you to try and queer that.  Regardless
          of what you think of me, Bernie's a decent guy.

                           Tom
          A straight shooter, huh?  A square gee?

                           Verna
          Yeah, sneer at him like everyone else.  Just
          because he's different.  People think he's a
          degenerate.  People think he's scum.  Well he's
          not.

                           Tom
          Poor misunderstood Bernie.

     Verna swivels around to stare quizzically at Tom.

                           Verna
          . . . What is this about?  You want me to stop
          seeing Leo . . . Why don't you just say so?

                           Tom
          I want you to quit spinning Leo in circles and
          pointing him where to go.

                           Verna
          I forgot--that's your job, isn't it?

                           Tom
          I'll do what I have to to protect Leo.  I'm
          asking you--politely, for me--to leave him alone.
          I don't have to ask.  If I told him about our
          little dance last night, your pull would dry up
          pretty fast.

     Now Verna is irritated:

                           Verna
          So would yours.  I don't like being threatened.

                           Tom
          I don't like being played for a sucker.  That
          game might work with Leo but it won't work with
          me.

                           Verna
          You think last night was just more campaigning
          for my brother?

                           Tom
          I can see the angles. . .

     He grabs her by the arm and drags her roughly to her feet.

          . . . And I know if there was a market for little
          old ladies, you'd have Grandma Bernheim first on
          line.

                           Verna
               (struggling to get out of his grasp)
          You're a pathetic rumhead.

                           Tom
          And I love you, Angel.

     Tom takes her hat off, tosses it onto the chair, and kisses
     her roughly on the lips.

     Verna breaks away and socks him on the jaw.  Tom staggers
     back, upsetting a table of toiletries and landing against a
     banquette.

     He throws his empty whiskey glass at Verna.

     She ducks and it smashes into the mirror.

     They stand staring at each other for a beat, breathing
     hard.  Tom has a smear of lipstick near one side of his
     mouth.

     Finally:

                           Verna.
          . . . I suppose you think you've raised hell.

     She picks up her stole and heads for the door.

     Tom stands staring at her back, swaying, ever so slightly.

                           Tom
          Sister, when T've raised hell you'll know it.



16.  CUT TO:
     INT   TOM'S APARTMENT

     A wide shot, facing the semi-circular windows, the door of
     the apartment behind us.  A large easy chair in the middle
     foreground faces away from us: a smaller chair is at the
     window end of the room, facing us.

     At the cut we hear the ringing of the telephone.

     Offscreen we can hear the unhurried scrape of a key in the
     lock, then the door opening, then the door closing.

     Tom's back enters frame as he strolls into the room and
     then disappears briefly through an open doorway to the
     right.  We hear an icebox door opening and closing, and
     then Tom reenters again, still not reacting to the insis-
     tently ringing phone.  He is now holding a balled-up towel.

     He walks over to the facing chair at the window end of the
     room, shrugs off his overcoat, drapes it on the chair,
     sits, crosses his legs, takes off his hat, tosses it onto
     the upraised toes of his crossed leg, tilts his head back,
     and presses the towel against his forehead--apparently it
     is an icepack.

     We are beginning to track slowly towards him.

     After a beat he takes out a cigarette, lights it, and
     reaches back for the phone that refuses to stop ringing.

                           Tom
          Yeah. . .