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Угнать за 60 секунд/ Gone in 60 Seconds

FADE IN:

EXT. LONG BEACH STREET - LOWER GRAND - NIGHT

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

A '67 SHELBY MUSTANG GT-500

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

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

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

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

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

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

Memphis looks at him, still enthralled...

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

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

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

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

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

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

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

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

Except that, from seemingly out of nowhere --

A POLICE CAR

appears behind them...

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

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

DONNY Problem, Officer?

POLICEMAN Yes. You're under arrest -- ?

DONNY For running a stop sign?

POLICEMAN For Grand Theft Auto -

And off of Donny's look --

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

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

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

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

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

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

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

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

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

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

EXT. LOWER GRAND - LATER

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

A POLICE CAR pulls up ... And out steps

DETECTIVE ROLAND CASTLEBECK

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

Castlebeck goes to another cop - HAWKINGS..

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

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

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

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

DETECTIVE CASTLEBECK I know you --

MEMPHIS You know my back -

DETECTIVE CASTLEBECK You want to come along quiet?

MEMPHIS How's Atley -- ?

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

MEMPHIS Let them go --

DETECTIVE CASTLEBECK How's that?

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

DETECTIVE CASTLEBECK You'll leave -- ?

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

DETECTIVE CASTLEBECK I don't golf...

And they stare at each other, as Castlebeck considers.

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

MEMPHIS You have my word...

DETECTIVE CASTLEBECK Get out of here, then. Now.

And Memphis makes to get into the Shelby...

DETECTIVE CASTLEBECK Leave the car, Randall ...

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

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

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

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

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

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

CUT TO:

EXT. INDEPENDENCE, CALIFORNIA - DAY - 6 YEARS LATER

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

"L.N. ORR AUTOMOTIVE"

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

MEMPHIS You know what you got here?

TOM Not really -

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

TOM Not really --

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

TOM Not --

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

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

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

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

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

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

BUDGY (cont'd) That one -

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

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

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

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

BUDGY Damn, you're good

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

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

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

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

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

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

MEMPHIS Excuse me --

Memphis goes back into the garage, Budgy cackles.

CUT TO:

EXT. RANCHO PALOS VERDES - BUSINESS DISTRICT

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

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

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

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

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

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

Freb and Mirror Man are startled

FREB That -- ?

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

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

FREB How are we supposed to--

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

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

MIRROR MAN What tool -- ?

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

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

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

ALARMS SQUEAL

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

INT. EXOTIC MOTORS

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

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

EXT. CITY STREETS - PALOS VERDES - NIGHT

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

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

Kip smiles over the ascending speedometer --

KIP Yeah. Ain't it great -- ?

And he pins her ... VROOOOOM -- !

CUT TO:

A TENNIS BALL

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

INT. WAREHOUSE - LONG BEACH HARBOR - NIGHT

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

ATLEY JACKSON

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

ATLEY JACKSON Can you stop that, for Chrissake?

TUMBLER What's your problem, bro ?

Thunk! Thunk!

ATLEY JACKSON Where are they -- ?

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

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

TUMBLER (cont'd) Relax and enjoy --

EXT. SAN PEDRO STREETS - THE LOTUS

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

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

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

KIP Stolen fast car...

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

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

MIRROR MAN No way, man --

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

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

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

INT. WAREHOUSE

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

ATLEY JACKSON Something wrong, Tumbler -- ?

TUMBLER Yeah. I'm missing Springer --

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

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

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

MIRROR MAN I can vouch for that.

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

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

KIP No problem -

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

THUGGISH MAN Let's get outta here -- !

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

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

INT. WAREHOUSE - LATER - NIGHT

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

INT. WAREHOUSE

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

DETECTIVE DRYCOFF They're gone...

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

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

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

MEMPHIS What's going on -- ?

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

ATLEY JACKSON Well, well, well ...

And he begins to sing...

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

MEMPHIS Hello, Atley ...

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

Memphis studies him...

MEMPHIS How's the leg?

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

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

MEMPHIS What are you doing here?

ATLEY JACKSON Is there someplace we can talk?

Memphis looks at him...

MEMPHIS What about?

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

INT. TEDDY'S TAVERN - NIGHT

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

WAITRESS There you go --

MEMPHIS Thanks, Donna --

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

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

MEMPHIS Six years ...

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

MEMPHIS Tell me about Kip -

Atley takes a sip of his beer,...

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

MEMPHIS What kind of job... ?

ATLEY JACKSON A boost. A big boost ...

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

Atley frowns ... Looks at him...

ATLEY JACKSON You're shittin', right?

Clearly Memphis is not ...

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

MEMPHIS It seems she neglected to mention it

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

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

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

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

MEMPHIS Who was the job for?

ATLEY JACKSON Who do you think?

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

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

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

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

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

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

THREE PLATES OF BACON, EGGS AND HASH BROWNS

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

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

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

HELEN RAINES

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

KID Can I get some more coffee -- ?

HELEN RAINES Sure, hon ...

And she goes to the coffee station... When

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

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

MEMPHIS (cont'd) Hello, Ma --

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

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

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

COOK What's the word, Memphis -- ?

MEMPHIS How ya doing, Ruby -- ?

HELEN RAINES Come, come, come ...

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

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

MEMPHIS Right ...

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

HELEN RAINES You look good...

MEMPHIS You, too, Ma...

HELEN RAINES What are you doing back?

MEMPHIS How's Kip?

And Helen flushes, a bit ashamed maybe ...

HELEN RAINES Have you seen him?

MEMPHIS No.

HELEN RAINES oh.

MEMPHIS Atley Jackson came to see me ...

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

He looks at her ... Beat ...

MEMPHIS Why didn't you tell me?

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

MEMPHIS He's in some trouble ...

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

MEMPHIS You getting my checks ... ?

HELEN RAINES Of course ...

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

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

BACK TO - MEMPHIS AND HELEN RAINES ...

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

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

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

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

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

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

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

GIRL That's disgusting -

FREB What's the point, man -- ?

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

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

TOBY Hey, Kip, what's up?

KIP What do you say, Toby?,

TOBY I'm cool -

TUMBLER What do you want, shithead?

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

TUMBLER Why don't you leave him alone?

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

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

FREB Any word, Kip -- ?

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

FREB What does that mean -- ?

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

He groks their fear...

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

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

Kip looks at him...

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

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

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

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

TUMBLER Can I help you, pal -- ?

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

MEMPHIS Hey, Kip ...

KIP Hello, Memphis --

TUMBLER "Memphis?" You're Memphis?

MEMPHIS That's right...

TUMBLER Damn. Damn, damn, damn ...

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

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

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

MEMPHIS You, too

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

FREB What are you doing back, Memphis?

MEMPHIS Little visit. Check on the family.

KIP It's nice to see ya, man -

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

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

MEMPHIS Sure. Hey, Toby. You grew up

TOBY Yeah, I'm cool ...

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

KIP Who's got next game -- ?

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

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

TUMBLER Shut-up, Mirror Man --

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

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

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

FREB We don't -- ?

MEMPHIS He give you an advance -- ?

MIRROR MAN Hell, yeah. Ten larger man

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

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

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

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

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

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

TUMBLER Things are all leafy and suburban ...

MIRROR MAN The hell they are --

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

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

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

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

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

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

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

EXT. LONG BEACH HARBOR - NIGHT

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

EXT. WOODBURN SCRAP AND METAL - NIGHT

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

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

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

INT. GARAGE - CHOP SHOP

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

EXT. WOODBURN SCRAP AND METAL - FRONT ENTRANCE

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

DOG-FACE Yeah -- ?

MEMPHIS Randall Raines to see Mr. Calitri ...

INT. WOODBURN SCRAP AND METAL

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

A WORKSHOP

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

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

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

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

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

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

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

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

MEMPHIS How ya doing?

ATLEY JACKSON Good to see you, Memphis --

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

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

CALITRI Yes ... Kip ...

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

CALITRI Excuse me one moment, Randall ...

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

INT. GARAGE - THE MEXICAN MAN

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

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

THIEF Please ...

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

CALITRI Stupid sonuvabitch...

INT. CALITRI'S WORKSHOP

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

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

MEMPHIS Jesus ...

ATLEY JACKSON The business has changed...

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

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

MEMPHIS I don't want him hurt...

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

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

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

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

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

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

Calitri blinks. Smiles. Nods...

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

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

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

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

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

Memphis eyes him...

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

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

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

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

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

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

MEMPHIS They gave you only four days?

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

Memphis scans the list ...

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

Now Memphis looks up...

MEMPHIS I'm not interested --

CALITRI I knew you'd say that.

MEMPHIS I'm just here about my brother.

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

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

MEMPHIS Sound it out for me.

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

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

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

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

Memphis waits, knowing where this is going --

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

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

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

And they come over --

DIGGER Evenin', Mr. C. --

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

DIGGER Hi, Randall --

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

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

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

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

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

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

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

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

EXT. HELEN RAINES' HOUSE - ESTABLISHING - NIGHT

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

INT. HELEN RAINES' HOUSE

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

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

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

EXT. RAINES' HOUSE - NIGHT

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

DETECTIVE CASTLEBECK I know you.

MEMPHIS You know my back.

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

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

MEMPHIS The other day....

DETECTIVE DRYCOFF What for?

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

DETECTIVE DRYCOFF Where you been, anyway?

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

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

MEMPHIS Not at all ...

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

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

MEMPHIS A little family emergency --

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

MEMPHIS No...

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

MEMPHIS Kip.

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

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

MEMPHIS And this has what to do with me?

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

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

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

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

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

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

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

TOBY You goin' home?

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

TOBY Sure -

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

TOBY Hell, no. I boosted a 'Vette.

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

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

KIP Damn crooks is everywhere --

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

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

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

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

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

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

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

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

GOON Shaddup, Raines

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

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

GOON Get him in the car

EXT. WOODBURN SCRAP AND METAL - NIGHT

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

CALITRI Hello, Kip --

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

KIP Lemme out of this --

CALITRI Were it only that easy --

KIP We can still do it --

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

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

INT. CALITRI'S WOODSHOP

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

EXT. SCRAPYARD - NIGHT

Kip continues to struggle free...

KIP Listen, Calitri --

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

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

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

KIP (cont'd) Calitri -- !

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

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

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

INT. HELEN RAINES' HOUSE - KITCHEN

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

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

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

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

MEMPHIS Kip -- ?

KIP Yeah ...

MEMPHIS You all right -- ?

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

MEMPHIS Just hold-on there --

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

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

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

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

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

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

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

INT. KIP'S GUEST HOUSE - LATER - NIGHT

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

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

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

MEMPHIS You okay -- ?

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

MEMPHIS Sure --

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

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

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

MEMPHIS You sure you're okay -- ?

KIP Yeah, man. Where is your beer?

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

KIP Cool. So you're living up North?

MEMPHIS Yeah -

KIP I heard you were pumping gas -

MEMPHIS Something like that -

KIP You're kind of cultivating a new look.

MEMPHIS Yeah --

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

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

KIP Nah. It's a scratch.

MEMPHIS Okay --

Beat ...

KIP Hey, you want something to eat ?

MEMPHIS What do you got ... ?

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

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

And he brings over a bowl of olives.

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

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

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

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

MEMPHIS So what are you gonna do?

KIP About what?

MEMPHIS "About what?"

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

MEMPHIS I can see that -

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

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

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

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

KIP (cont'd) What -- ?

MEMPHIS What happened to you?

KIP What?

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

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

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

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

KIP Hey, now -

MEMPHIS He's gonna kill you -- !

KIP I can handle it --

MEMPHIS You can handle it?

KIP I can handle it --

MEMPHIS You can handle it?

KIP I can handle it --

MEMPHIS You?

KIP Me.

MEMPHIS You?

KIP Me...

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

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

And he turns back to Kip ...

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

MEMPHIS You don't think so, huh?

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

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

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

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

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

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

ATLEY JACKSON Nicolo, how's the yellowtail today?

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

FISHERMAN Very nice, Atley. Very nice ...

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

MEMPHIS What's with the fish thing -- ?

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

MEMPHIS Fish.

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

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

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

MEMPHIS You have a Hollandaise sauce ?

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

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

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

They walk...

MEMPHIS I think about that night a lot...

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

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

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

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

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

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

Atley looks at him...

ATLEY JACKSON Yeah -- ?

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

Atley nods...

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

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

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

EXT. OTTO'S AUTO - NIGHT

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

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

All under the watchful eye of...

OTTO HALLIWELL

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

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

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

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

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

Memphis wanders in...

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

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

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

MEMPHIS Hello, Otto ...

OTTO You remember Junie?

MEMPHIS Of course. Hi, Junie --

JUNIE Hello, Memphis -

MEMPHIS What happened here -- ?

OTTO Whatever do you mean?

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

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

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

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

MEMPHIS You, too, Otto

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

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

MEMPHIS He's gotten involved --

Otto looks up frustrated... To Junie

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

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

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

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

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

MEMPHIS You think it can be done?

OTTO Are you considering a comeback tour?

MEMPHIS Tell me...

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

MEMPHIS The hard part ...

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

MEMPHIS Is he still working here ?

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

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

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

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

MEMPHIS And the moral of that story is -- ?

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

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

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

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

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

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

INT. DODGE - MOVING - CITY STREETS - DAY

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

DONNY ASTRICKY Pull over! Pull her the hell over!

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

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

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

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

JENNY I'm sorry.

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

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

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

EXT. PLEASURE CRUISE DRIVING SCHOOL - DAY

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

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

MEMPHIS How you doing, man?

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

MEMPHIS You know where the others are?

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

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

His pause is meaningful ...

MEMPHIS Forget that ...

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

INT. OTTO'S AUTO - NIGHT

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

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

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

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

Otto enters. Giggles...

OTTO Some crew you got ...

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

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

OTTO Dignity...

DONNY ASTRICKY Yeah...

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

Beat ... Donny examines the list ...

DONNY ASTRICKY Wow! They got Eleanor here -- ?

MEMPHIS I know. Weird, huh -- ?

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

WORKER Otto, there's someone here to --

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

DONNY ASTRICKY Lookit Kip. All grown up...

KIP Hey, Donny --

MEMPHIS What are you doing here?

KIP Otto called -

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

OTTO You need him...

MEMPHIS No we don't -

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

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

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

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

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

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

MEMPHIS You hear me?

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

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

DONNY ASTRICKY You guys have any skills at all?

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

MEMPHIS How old are you now, Toby?

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

Memphis shakes his head... Sighs ...

DONNY ASTRICKY (re: Freb) What about him?

KIP Freb can order pizzas like nobody's business

Freb starts to Protest ... Shrugs ...

FREB People gotta eat ...

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

MEMPHIS Okay, then... Otto?

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

TUMBLER One night? Are you nuts?

MEMPHIS You got maybe a better plan?

Tumbler looks to Kip...

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

MEMPHIS "Shadow games?"

KIP Shadow games ...

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

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

MEMPHIS (cont'd) Go on, Otto -

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

DONNY ASTRICKY There's no one left ...

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

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

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

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

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

INT. "THE NAUTICAL MILE" SALOON - NIGHT

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

DRUNK One more, girl -

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

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

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

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

DRUNK Listen, you little cooze--

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

EXT. "THE NAUTICAL MILE" - NIGHT

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

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

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

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

SWAY What are you doing here?

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

INT. "THE NAUTICAL MILE"

They head toward the bar...

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

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

SWAY You look like you lost your sheep ...

And she hops back behind the bar ...

MEMPHIS You still wrenching at Bacchiochi's?

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

MEMPHIS Buy you a drink?

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

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

SWAY (cont'd) Mitch.

MEMPHIS "Mitch?"

SWAY Mitch.

MEMPHIS So I was replaced by Mitch?

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

She smiles sourly at him...

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

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

MEMPHIS (cont'd) You look great --

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

ANGLE - MITCH. Watching them talk ...

SWAY (cont'd) You should leave --

MEMPHIS On account of Mitch?

SWAY On account of me.

He studies her... Then:

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

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

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

SWAY A distinction worth noting ...

MEMPHIS And here I am...

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

MEMPHIS Kip's in trouble

And now she looks concerned

SWAY What kind of trouble -- ?

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

SWAY And you got some Italians -- ?

MEMPHIS Six or seven...

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

MEMPHIS I understand -

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

MITCH Another round, Sara -

SWAY Sure, Mitch -

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

MITCH How you doing, pal?

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

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

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

And Mitch leans over to him, conspiratorially ...

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

And Memphis turns to him...

MEMPHIS Really?

MITCH Really...

MEMPHIS What's it look like?

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

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

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

SWAY What the hell are you doing -- ?

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

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

MITCH Who was that guy, Sara?

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

SWAY Good question ...

INT. OTTO'S AUTO - LATER - NIGHT

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

TUMBLER Freb's here. Open the gate.

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

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

FREB How do I look in this one?

MIRROR MAN Like a goofy white boy in a Cadillac.

DONNY ASTRICKY How'd it go?

FREB Keys were in it ...

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

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

FREB Shaddup, man ...

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

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

KIP This is loaded with crap - get a duffel.

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

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

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

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