Assassins



                           ASSASSINS



                           Draft by 

                        Brian Helgeland


                     Based on a Screenplay by

                     Larry and Andy Wachowski








                                        March 30, 1995












       FADE IN:

       EXT. PLAZA COLON/INT. BANK - DAY (1980)

       BLACK and WHITE.  The past was so clear-cut.  Or was it?

       Tiled roofs, the stark white stucco of a colonial town
       square.  Black iron bars at a bank.  A briefcase carried 
       in a man's hand.  A sniper's rifle being assembled.  Thick
       blocks of hundred dollar bills.  Placed in the briefcase.  
       A man's teeth as he smiles grimly at the sight. 

       Sounds over a SUBJECTIVE VIEW.  The BRIEFCASE SNAPS SHUT.  
       A VAULT DOOR SLAMS.  RUBBER SOLES WALK a tiled floor.  
       Ahead, brilliant, white light suffuses the exit.  Like 
       the way people describe near-death eperiences.  We're 
       either going outdoors or over to the other side. 

       A long rifle silencer juts from a window.  We see the
       shooter FROM BEHIND, a view OVER his shoulder.

       In the bank, the man crushes out a cigarette.  A pause
       and a DEEP EXHALE as we step outside into a flood of light.  
       In answer, the LOW PUFF of a SILENCER.

       Only the plaza pigeons notice.  As they take flight... 

       A man lies dead on the cobblestones.  And as we look UP 
       TOWARD the window, there's nothing there.  The pigeons
       wheel above the plaza.  We FOLLOW, finally losing them
       to the sky.  SLOWLY that sky BLEEDS from gray to blue.

       And as we PAN BACK DOWN...

                                         DISSOLVE TO:


       EXT. MARSH - SUNSET

       We're no longer in a plaza, but in a vast marshland.  Not
       in the past, but in the present.  The sun sparkles over
       the water.  Two silhouetted figures move past in the dis-
       tance.  One walks a little behind the other.

       The man in front is KETCHAM.  He wears an expensive suit
       and Gucci loafers.  He swats at flies nearly too small to
       see, curses under his breath at the calf-deep mud.

       The man behind is RATH.  He moves easier; the flies don't
       seem to bother him at all.  His jeans are tucked into 
       rubber boots.  He holds a silenced .22 at his side.  Like 
       it was part of him. 

       They continue until one of Ketcham's shoes is sucked off
       by the mud.

                          KETCHAM
               Aw-shit...

      Ketcham balances on one leg, holding his silk-socked 
      foot in the air.  The shoe disappears, filled with mud.

                          KETCHAM
               When I first saw you I wasn't 
               scared.  I was just wondering why 
               you were dressed like that.
                    (re:  mud)
               Now I know.  

      Ketcham pulls off his sock, sticks his foot in the mud.
      He smiles.  It feels good.  He pulls off the other shoe, 
      tosses it.  Grabbing for the other sock, he loses his 
      balance and sits down in the mud. 

      Rath waits patiently as Ketcham laughs at the absurdity
      of it all.  Ketcham finally pulls the sock off, then 
      stands, digs his toes into the dark, wet earth. 

                          KETCHAM 
               This feels good. 

      They move on, Rath still a little behind.  Ketcham enjoys
      the new sensation, but after a bit, the pleasure fades. 

                          KETCHAM
               It's twisted, but I'm honored.  
               You're the best.  It means at 
               least they're still afraid of me. 

      Ketcham looks ahead as they close on a grove of trees. 
      He knew they were going somewhere, but it's a chilling
      realization all the same. 

                          KETCHAM 
               I knew this day would come.  But 
               this morning, I could've sworn I 
               was going to live forever. 

      They're only a few steps away from the first of the 
      trees.  Desperation begins to creep into Ketcham's voice.

                          KETCHAM
               Any chance of you telling me who 
               the Contractor was?  Huh?
                    (off no answer)
               At least tell me how much I was
               worth.  A dime?  Two?

      They're into the trees.  Ketcham doesn't need to be told.
      He stops just where a dead branch hangs from a tree. 

                          KETCHAM
               Here?

      Rath uses the .22 to gesture Ketcham to the left.  Ketcham 
      gives the branch a wistful smile.  Leaving his last hope 
      behind, he takes a few steps over. 

                          KETCHAM 
               We both play the game, Rath.  
               Sooner or later the wheel turns.
               For everybody.  Who's got your
               bullet?  What kind of shoes'll
               you be wearing when the day comes?

      Rath's answer is to move directly behind him.  Ketcham 
      is finally showing his fear.

                          KETCHAM
               Whatever the contract is, I'll
               double it.  Just say you couldn't 
               find me.  Buy yourself some good 
               karma. 

      Ketcham can't see, but he almost senses it as Rath raises 
      the silenced .22 to the back of his head. 

                          KETCHAM 
               Oh, God.  Don't pull yet, not yet.
               Christ, I've done some bad things 
               in my time.
                    (trembling)
               I can't die like this.  Not like 
               a mark.  I'm not a mark!

      Finally, Ketcham begins to just cry.  Nothing left to say.  
      A man in mourning for himself.  But Rath is not 
      unaffected, not without his own peculiar version of mercy.

      Keeping the .22 steady, an inch behind Ketcham's head, 
      Rath reaches into his jacket.  He pulls out a second, 
      nearly identical silenced .22.  Ketcham looks down, 
      curious as the clip drops into the mud at his feet.  

      Rath, ready to fire at any sign of trouble, gently eases 
      the gun into Ketcham's hand.  Ketcham looks down, smiles.  
      It's his gun, his dignity.

                          KETCHAM
               Hello, old friend. 
                    (hefts it; knows)
               One in the chamber.

      Slowly, so Rath can see, Ketcham raises the .22, sets the
      tip of the silencer against the side of his head.  He 
      squints at the sun, the last thing he'll ever see.

                          KETCHAM 
               Last few years I've been looking 
               for a sunrise.  Maybe a sunset's 
               better.
                    (a beat)
               Thanks, Rath.

      The sun disappears over the horizon.  Ketcham squeezes 
      the trigger.  The SILENCER WHISPERS and he crumples, 
      begins to sink into the mud. 

      Rath lowers his gun.  He takes a deep breath and lets it 
      out slowly, standing alone in the middle of nowhere.  We
      TILT DOWN TO an EXTREME CLOSEUP of blood in the water.


      INT. HOTEL ROOM - DAY (LATE AFTERNOON)

      Rath closes the curtains.  There is a makeshift office on 
      the desk.  A cell phone is connected to a lap-top computer.  
      The prompt flashes expectantly.

      On the coffee table, we see the dismantled .22, spread 
      clean on a white towel. 

      Rath stands at a window looking out at the city.  He 
      leans forward until his forehead rests against the window.  
      He closes his eyes, enjoying the cool of the glass. 

      A beat.  Then he looks to the street below.  For just an
      instant, he's wondering what it would be like to fall. 
      Breaking from his reverie, Rath steps to the desk. 

      He sits, regards the computer with loathing, then types 
      in a long access code sequence.  He waits.

      After a few moments, a line of dialogue appears.  Rath 
      is communicating with someone... The Contractor.

      Contractor:  Where have you been, Robert?

      Rath:  Sick.  The flu. 


      INT. CONTRACTOR'S OFFICE - LATE AFTERNOON

      EXTREME CLOSEUP OF eyes, hands, mouth, computer, etc. 

      Contractor:  I don't believe you.


      BACK TO RATH

                          RATH
               I don't care what you believe.
               I want out.  I've had it.

      Contractor: I've been sitting on a prime contract.

      But these days, something else is on Rath's mind.

                          RATH
               Who are you, you sonuvabitch?

      Rath:  Send the file.  I'll have the estimate tonight.

      Contractor:  I'm worried about you, Robert.

                          RATH
               You should be. 

      Rath:  Don't be. 

      Contractor:  Good.  You are my #1.

      The screen goes blank.  A beat and the word "TRANSMITTING"
      appears.  Rath stands. 

      A slimline PRINTER HUMS, starts to reproduce a newspaper 
      photo of ALAN BRANCH.  Strong.  Hard eyes which Rath 
      studies a moment, then circles.  As a second sheet 
      feeds, Rath isn't that interested. 


      EXT. CITY STREETS - SUNSET

      Mist fills the air.  As night comes on, Rath walks.  He
      has no real purpose at the moment.  And the crowds don't
      magically seem to get out of his way.  He watches them
      laughing, talking, hurrying this way and that.  Rath's a
      loner.  An outsider.  Life moves around him, but he's not
      part of it.  At least not this version.  The mist turns
      to darkness.


      INT. MALL - UPSCALE WOMEN'S CLOTHING STORE - NIGHT

      Rath pauses, his eye caught by a scene inside.

      A dowager berates a female CLERK.  The Clerk takes it
      stoically, nodding, placating.  Huffing and puffing, the 
      dowager heads back to the racks.  The Clerk watches her 
      in exasperation.  No one deserves this kind of abuse.
      Rath is going to continue when, on an impulse, he decides
      to enter the store instead.


      INT. UPSCALE WOMEN'S CLOTHING STORE - NIGHT

      Rath steps inside, begins to look around.  The Clerk sighs
      to herself.  Another customer and it's almost closing time.

      The dowager jams the dress back on the rack and it falls
      to the floor.  She ignores it, but Rath doesn't.

                          RATH
               I think you dropped something.

      The dowager gives him a look.

                          RATH
               Maybe you better hang it back up.

      And it isn't a question.  The woman looks shocked, then
      gruffly hanging the dress back up, hurries out of the
      store.

      Tired, a bit apprehensive, the Clerk gives Rath a moment
      before joining him.

                          CLERK
               Can I help you, sir?  We're just
               closing.

      Rath suddenly wonders what the hell he's doing here.

                          RATH
               I'm looking for something.  I, I'm
               not sure what.

                          CLERK
                    (knows the routine)
               Birthday?  Anniversary?

      Rath shakes his head.  There's something sad about him,
      but she misreads it.

                          CLERK
               A fight.

      Rath starts to say something, but then stops.  She takes
      it as a yes to her question.

                          CLERK
               You said something you regret?

      A beat.  It takes Rath a moment to confess:

                          RATH
               Regret... Yes.

      She thinks, decides on a way to get rid of him.

                          CLERK
               Are you really sorry?

      Rath nods.  He is.  Finding what she's looking for, she 
      holds up an elegant red velvet dress.

                          CLERK
               Bring this home and she'll say
               she's sorry.  But it's expensive.

      That price tag should get him out of here.  A beat.
      There's something oddly appealing about the moment.  It's
      hard to say, but Rath is charmed.  Then, almost shyly...

                          RATH
               She's about your size.  Would
               you?...

      The Clerk is caught off guard by this request.  She is
      all alone and it is getting late.  Still, it'd be nice
      to end the day with a sale.

                          CLERK
               Give me two minutes.


      INT. MALL - UPSCALE WOMEN'S CLOTHING STORE - NIGHT

      Rath stares out the window.  There's something mournful
      almost haunting about him.  An old soul to be sure.


      INT. UPSCALE WOMEN'S CLOTHING STORE - NIGHT

      Rath scans the empty store, then checks his watch.  He's
      lost his mind.  As he heads for the door, the Clerk steps
      out.  The transformation is stunning.  Rath stops short,
      takes in the beauty of it all.

                          CLERK
               What do you think?

                          RATH
                    (soft, gentle)
               It's perfect.

      She can't believe it.

                          CLERK
               I'll write it up? 

      She steps to a desk, scribbles out a receipt.  Rath
      notices an open textbook, several lines have been
      highlighted.

                          RATH
               College?

                          CLERK
               Do you think I'm too old?... My
               daughter says I'm too old to go
               to school... I just sit in right
               now.  I don't have the money yet.
               But I don't want to spend the rest
               of my life selling somebody else's
               dresses.  I mean, you're never too
               old to have dreams, right?  To
               start over?

      Rath looks away, can't hold her gaze.

                          RATH
               I don't know.

      An awkward beat.  Then...

                          CLERK
               Should I wrap it?

      Rath nods.


      BACK ROOM

      CLOSE as she finishes tying the box.


      STORE

      She steps out.  Her smile fades as she sees he's gone.
      The sale is lost.

                          CLERK
               Damn!

      She plops the bow on the counter, then notices a wad of
      $100 bills sticking out from her textbook.

                          CLERK 
                    (softly)
               Damn...

      She pulls them along with a note written on the back of
      a store business card.  She reads it.

      INSERT CARD:  Your daughter is wrong.

      She steps to the window, looks out.  Rath's lonely figure
      exits to the street outside.


      INT. HOTEL ROOM - NIGHT

      Outside it is raining.  Rath is at the window looking at
      a faded photo of his next target, Alan Branch.  On the
      street below a fire truck and an ambulance race along --
      SIRENS BLARING.  Rath crosses to his bed.  He reviews
      photos, scribbles notes as he scans articles, one head-
      line:  "Billionaire Recluse Linked to Financing of 
      Central American Death Squads."  A photo of a brother.
      An obituary mentions "car accident."

      Rath sketches a diagram on a legal pad.

      Satisfied with what he's got, he calls up a box on his
      computer screen and dials an Internet number.  A beat
      and he enters the access code.

      Rath picks up the photos of Branch.  Studies the eyes --
      circled, the only thing that matters.  They're cruel
      eyes.

      The network comes on line.  Rath takes a brath, lets it
      out slow.  Types:

      Rath:  I have my bid.


      EXT. AIRPORT - RUNWAY 32 - DAY

      An American Airlines 757 approaches right to left,
      descends toward the runway.


      INT. AMERICAN AIRLINES 757 - DAY

      Staring pensively out the window, Rath barely notices as
      the plane touches down.


      EXT. AIRPORT - RUNWAY 8 - DAY

      Someone else is here.  Left to right, an Avianca
      Airlines jumbo 747 glides silently down, its landing
      gear reaching out like talons.  As it touches down...


      INT. AMERICAN TERMINAL - DAY

      Rath walks, blends in perfectly with the crowd.


      INT. INTERNATIONAL TERMINAL - DAY

      Tired travelers trudge, clogs the concourse.  But one
      man moves briskly.  Singular of purpose.  Dressed
      stylishly, we don't quite see his face.  He's BAIN, a
      presence, and for whatever reason, no one ever seems to
      be in his way.


      INT. LUGGAGE CAROUSEL - DAY

      Rath reaches down, picks up a case.  


      INT. CUSTOMS - DAY

      A glass booth.  A similar case is checked off.  The
      CUSTOMS OFFICER looks up at Bain, who we still only see
      in glimpses.  And reflections.

                          OFFICER
               Is your visit business or pleasure?

                          BAIN
               Both.


      EXT. AMERICAN TERMINAL - DAY

      Rath gets into a hotel courtesy van, blending in with
      everyone else.


      EXT. INTERNATIONAL TERMINAL - DAY

      Seen FROM BEHIND, Bain cuts a swath, raises a hand for
      a cab which immediately scoots forward to meet him.


      EXT. CITYSCAPE - DAY

      Pretty, but with a sense of foreboding.  It isn't big
      enough for the two of them.  Bain's cab moves briskly along.


      EXT. OAKWOOD CEMETERY - SUNSET

      The sky glows red.  The taxi waits, parked just inside 
      the gates.  In the distance, Bain moves among...


      HEADSTONES 

      There are rows of chairs set up.  A fresh grave has been 
      dug.  Preps for a service tomorrow.  Perfectly at home, 
      Bain wanders as though looking for something specific.

      An old CARETAKER in a pair of worn coveralls watches from 
      a mausoleum.  His voice dies on the wind.

                          CARETAKER
               Can I help you?

      Bain turns.  It's our first good look.  His features are 
      strong, refined.  He looks like a fine young man.  He's 
      not.  He smiles warmly.

                          BAIN
               I'm looking for someone. 

                          CARETAKER
                    (steps over)
               What's the name?  I'll check the 
               plot map for you.

                          BAIN
               He's not dead yet. 

      Turning, Bain heads off.  The Caretaker just shrugs.


      INT. DRUG STORE - MAGIC HOUR

      FROM OUTSIDE we see Rath move down the aisles.  Selecting
      an odd array of items.  Rolls of gauze.  A box of plaster
      of paris.  A sling... He pays and exits onto the busy
      sidewalk.


      EXT. OAKWOOD CEMETERY - DAY (LATE AFTERNOON)

      A crowd of onlookers.  Police lines.  Private security
      guards control entrance into the service area itself.
      The media are here in full force.

                          REPORTER #1
               ... Just witnessed the arrival of
               recluse billionaire Alan Branch.
               Here attending the funeral of his
               brother, Samuel Branch, who died
               last week in a tragic car accident...

      We MOVE PAST Reporter #1 TO...

                          REPORTER #2
               Alan Branch has not been seen since
               testifying at a Senate hearing ten
               years ago.  At the time he was
               questioned for his alleged
            financing of right wing death
               squads throughout South and 
               Central America.  Branch was
               born in...


      SECURITY TABLE

      Seated, a "Security Systems" tech checks a name against 
      a driver's license with Rath's picture.  It carries the
      name Paul Gray -- the name Rath typed into the computer. 
      He looks up and hands the license back to Rath.

      As he turns we see that under his jacket, his right arm 
      is in a cast, in a sling close to his side.  He moves 
      past a hearse and several limousines as he joins other 
      latecomers who are walking up a hill towards a group at 
      a gravesite.


      EXT. GRAVESIDE - DAY (LATE AFTERNOON)

      As a soloist finishes the last notes of "Ave Maria."  The
      PRIEST invites those assembled to stand.  All do except
      for Alan Branch in his wheelchair.  He is ten years older 
      than the photo -- now frail but with the same eyes.  His
      BODYGUARDS stand on either side.

      We see Rath move into position across the grave from 
      Branch.  Rath removes a piece of white tape from his cast, 
      exposes a barrel opening.

      The Priest raises his hands, all heads bow.  Branch's.  
      Rath's -- though his eyes stay on his mark.

                          PRIEST
               I am the resurrection and the life,
               saith the Lord.

      As the Priest continues, Rath twists his body slightly,
      taking aim with the .22 which must be inside the cast.
      He's got a clean shot at the back of Branch's head.

                          PRIEST
               ... shall not die, but have
               everlasting life.

      Rath's about to squeeze the trigger...

                          PRIEST
               Amen...

      Water pelts as sprinklers surge to life on all sides of
      the service area.  Bad timing.  Or is it?  All heads turn.
      Several people move to get away from the spray.


      EXT. GRAVESTONE - DAY

      It is Bain sighting along the barrel of his silenced
      rifle.


      TELESCOPIC POV OF BRANCH

      in his wheelchair.  TIGHT ON a spot above his heart.


      BACK TO GRAVESITE

      Rath spins back to look toward Branch.  The old man's 
      head is still bowed in prayer.  Or is it.  Crimson 
      spreads out across his white shirt.  He's been shot 
      through the heart.  As one of the Bodyguards realizes...

                          BODYGUARD
               He's been shot!

      The crowd panics -- people running everywhere.  Rath 
      spots a young caretaker.  Wearing coveralls.  Nonchalantly 
      heading off beyond a mausoleum, wheeling a trash can full 
      of leaves.  It's Bain.

      Rath turns his body to aim.  In all the confusion, no
      one notices a .22 shell.


      BAIN 

      Reacts as a BULLET drills the trash can.  Pulling a 
      sniper's rifle from the can, he runs, dives as another 
      BULLET RICOCHETS off the tombstone just in front of him.


      BODYGUARDS 

      All this has attracted their attention.  Drawing guns, 
      they charge after Bain.  He comes up FIRING silently.  
      The Bodyguards go down.  But now police are on the way.


      BAIN

      Stands and tries to run.  Again, he's pinned down as TWO
      BULLETS blossom granite around him.  He scans the crowd,
      has no idea who's shooting at him.


      CEMETERY

      And a small army of POLICEMEN are advancing, service
      revolvers everywhere.

                          POLICEMAN
               Drop it!  Now!

      Bain makes one last attempt to move.  A BULLET nearly
      takes off his ear.  Making a strategic decision, he 
      tosses out his rifle and waits for the cops.  In an 
      instant, they've surrounded him.  They pin him to the
      ground -- find his .22 pistol and handcuff him.


      RATH

      He sidesteps for a clear shot; Police are everywhere.

                          RATH
               Move, you sonuvabitch.  Give me a
               line.  Goddamnit, get out of the
               way.

      Cursing again under his breath, he won't take the chance 
      of hitting a cop.


      BAIN

      As they hustle him along, he ducks and weaves, perfectly
      aware of how to take advantage of his human shield.  For
      an instant, he sees a man.  Fifty yards away.  
      Silhouetted by the low sun.  Watching.  Bain squints
      against the light, can't make him out, but knows it's
      Rath.  He ducks.


      CEMETERY

      Far ahead Rath sees Bain being frisked against a police
      cruiser.  The cops handcuff him, shove him in the back.
      His rifle goes in the front.  

      In a moment the cruiser rolls out, led by a second.

      Rath hurries across the cemetery, headed for...


      EXT. CEMETERY - UPPER ROADWAY

      Rath climbs into his rent-a-car.  He releases two Velcro
      strips and the cast neatly separates -- revealing his
      silenced .22 held comfortably in his hand.  He slaps in
      a new clip and ROARS forward.


      EXT. INTERSECTION - LATE DAY

      Rath eyeballs the street.  Crowded with people and cars.
      The police cruisers are gone.


      INT. RENT-A-CAR - MOVING - LATE DAY

      Rath continues, reaches under the seat for a portable
      police band RADIO.  He switches it ON.  Garbage until:

                          COP #1 (V.O.)
               This is twenty-three.  Proceeding 
               to 7th with suspect in custody.  Over.

      As the DISPATCHER ROGERS they got the message, Rath
      spins the wheel, hangs a right to try and catch up.


      EXT. STREET - LATE DAY

      Two police cars race by.  Bain is in the back seat of
      the second one.


      INT. POLICE CRUISER - STREETS - LATE DAY

      Bain sits in the back seat.  Handcuffed.  Separated from 
      the two cops up front by a steel mesh screen.  The 
      sniper's rifle is in the front seat.

      The second cruiser is up ahead, leading the way.  As 
      city blocks whizz past, Bain stares back over his 
      shoulder.  The street is empty behind them. 

      Bain stares ahead.  Silent.  Behind his back, he grips his 
      left hand with his right thumb.  Slowly, he pulls his left 
      thumb out of its socket.  The digit folds unnaturally into 
      his palm, as Bain slides the cuff over his hand.


      INT. RENT-A-CAR - LATE DAY

      Rath turns onto Victoria.  No police cruiser in sight.
      Rath turns west, GUNS it.


      INT. POLICE CRUISER - STREETS - LATE DAY

      Speeding along.  COP #1 looks back at Bain who stares
      out the side window.

      As Cop #1 looks ahead -- BOOM!  Bain rears back with both 
      feet and kicks out the side window.

      Before either Cop can even react, Bain reaches through 
      the rear side window and through the driver's side
      window.  As he wrenches back on Cop #2's neck...


      EXT. STREET - LATE DAY

      The CRUISER SKIDS out of control.  It slams into a row of 
      parked cars, straightens for an instant before it cart-
      wheels end over end, lands on its roof.

      The second cruiser starts to break as they realize 
      what's happened behind them. 

      A silent moment before Bain pulls himself out the side 
      window of the wreck.  He has blood trickling from his
      hairline.

      Bain reaches into the cruiser for his rifle.  Cops #1 and 
      #2 hang upside-down in their seats.  Cop #2's neck is 
      twisted -- broken.  Groggy, Cop #1 is still alive.

      Bain lies flat on his stomach, aims back through the 
      window at Cruiser Two which has turned and is speeding 
      back the other way.


      INT. CRUISER TWO

      COP #3 is on the radio as cop #4 drives. 

                          COP #3
               Officers down.  We need an aid
               car, now, twenty-seven hundred
               block.  Victoria Ave.


      INT. RENT-A-CAR - MOVING - LATE DAY

      Rath has the calls, hangs a right. 


      INT. CRUISER TWO - MOVING - LATE DAY

                          COP #3
               Request backup and ambulance to...

      Suddenly the WINDSHIELD SPIDERWEBS and Cop #3 is hit in 
      the chest.


      INT. CRUISER ONE - UPSIDE DOWN - LATE DAY

      Bain FIRES again.


      INT. CRUISER TWO - MOVING - LATE DAY

      The other side of the WINDSHIELD SPIDERWEBS.  Cop #4 is
      hit.


      INT. CRUISER ONE - UPSIDE DOWN - LATE DAY

      Upside down Cop #1 twists a desperate look back at Bain.

                          COP #1
               Don't shoot me.  Please. 

                          BAIN
                    (agreeable)
               Okay.

      Bain rolls clear as Cruiser Two slams into and through 
      Cruiser One.


      EXT. WRECKAGE - LATE DAY

      Bain looks at the wreckage for a beat and disappears
      between two buildings -- the rifle at his side.


      INT. RENT-A-CAR - SUNSET

      Rath slows as he nears the wreckage.  Bain is nowhere in 
      sight.  Rath stops.  Holding his .22, Rath leans low 
      out of the sedan for a quick look.  Four dead cops, but 
      no Bain.  Just a discarded pair of coveralls on the 
      sidewalk. 

      Rath scans the deserted streets.  It's a little spooky.
      Then, a shadow moving.  Across the street. 


      EXT. STREET - SUNSET

      Rath gets out of his rent-a-car, .22 in hand.  As we hear
      a DISTANT SIREN, Rath crosses to a chainlink fence, peers
      through.

      Our hearts are in our throats as, without warning, a big
      watch dog lunges at the fence.

      But Rath is unphased.  He gets back in his car, continues
      driving and scanning for any sign of life.  


      EXT. STREETS - SUNSET

      He hangs a left, coasts, then hangs a right.  A block
      ahead, a yellow cab waits at a red light.  Rath looks a
      little more determined as it gives him an idea.  A police
      car races by.


      INT./EXT. YELLOW CAB/INTERSECTION - NIGHT

      The DRIVER's eyes look to the rearview as headlights
      loom.  He winces as his cab is bumped from behind.


      EXT. INTERSECTION - NIGHT

      Rath gets out of the sedan and the Driver out of the cab.
      As they converge on the bumper...

                          DRIVER
               There better not even be a scratch,
               you dumb sonuva --

      Before the Driver can finish his point, Rath knocks him
      cold with a short, powerful punch.  He catches the man,
      drags him over to the safety of the sidewalk.

      Rath relieves the Driver of his cap, sticks two hundred
      bucks in his hand and hops into the cab.  The light
      turns green and he's off.


      INT. YELLOW CAB - NIGHT

      Cap on, Rath is behind the wheel.  He turns up the CB, 
      hoping to get lucky.  CALLS CRACKLE, then... 

                          DISPATCH (V.O.)
               Who's near Adams and Nine?  I got 
               a fare going to the airport.

      Rath picks up the mic, pulls the Driver ID from the 
      dash, checks the cab's ID number.

                          RATH
               This is 501.  I got it.

      Rath clicks off, shoves the ID under the seat.  Sticking
      the .22 down between his legs, he rolls.


      EXT. ADAMS AND NINE - NIGHT

      An empty payphone on the corner.  Not a soul in sight.
      The Yellow CAB pulls up, IDLES at the curb.


      INT. YELLOW CAB - NIGHT

      Rath holds the .22 with one hand, the door handle with
      the other.  Tense as a tiger ready to spring.

      A couple exit from a dingy bar across the street.  Rath
      looks over, frowns as they start toward him.

      In that instant, the opposite passenger door opens and
      someone gets in the back.  As the door slams shut, Rath
      checks the rearview mirror.

      It's Bain.  He carries his rifle wrapped in his jacket.
      For the first time we realize that the front and back of
      the cab are separated by bullet-proof glass.

      An awkward silence as Rath slides the .22 back between
      his legs.  Bain looks at his eyes in the rearview.  (Bain
      never really saw him at the cemetery.)

                          BAIN
               Is there a problem?

                          RATH
                    (cool as can be)
               The airport, right?

                          BAIN
               Right.

                          RATH
               No problem.


      EXT. INTERSECTION - NIGHT

      As the Yellow Cab pulls away, we get the distinct feeling
      this is going to be no ordinary cab ride.


      INT. YELLOW CAB - NIGHT

      Rath studies Bain in the rearview.  Bain stares out the
      side window, chuckling to himself, a thin trickle of
      blood on his temple.

                          RATH
               You're cut.

      Bain touches the blood, looks at it a bit surprised.

                          BAIN
                    (smiles)
               I had an accident at work.

                          RATH
               What kind of work?

                          BAIN
               Look, I'm, how do you say?  Dead tired.  
               Save the chitchat for someone else.  

      Rath nods.  Bain stares out the window.  Rath continues
      studying him.

                                         CUT AHEAD TO:


      EXT. AIRPORT NEIGHBORHOOD - NIGHT

      The Yellow Cab rolls through the intersection.  An 
      airport exit is coming up.


      INT. YELLOW CAB - ROLLING - NIGHT

      The cab passes the airport turn-off.  Bain sits up.

                          BAIN
               What're you doing?

                          RATH
               What?

                          BAIN
               That was the turn-off for the
               airport back there.

                          RATH
               Sorry.

                          BAIN
               Yeah, well, you just blew your tip, pal.

                          RATH
               You think I'm running you up?

                          BAIN
               Just do your job.


      EXT. CURB - SOCCER FIELD - NIGHT

      Rath pulls to the curb, lurches to a stop.  On an 
      adjacent field, a soccer match in progress.


      INT. CAB - STOPPED - NIGHT

      Rath slaps the cab in park, looks over his shoulder at
      Bain.  Only we see Rath grip the .22.

                          RATH
               Get out.

                          BAIN
               What?

                          RATH
               You think I'm running you up?
               Get out.

                          BAIN
               You can't --

                          RATH
               The hell I can't!  Get out!

      Bain almost finds it funny.  He opens the door to get
      out.  Rath faces forward.  He'll shoot him when he does.

                          BAIN
               I don't believe this.

      Bain has one leg out when he looks back, sees the ID is
      missing from the dash.  An odd beat as Bain wonders.

      Bain looks to Rath's eyes in the rearview.  It's now all
      the confirmation he needs.

                          BAIN
               Cojones de Dios.  Robert Rath.

      The cab rocks as both men draw their guns.  Bain is
      poised at the door; Rath leans back across the front
      seat.  They draw down on each other despite the glass. 
      Bain looks like he'll make a run for it, but then...

                          BAIN
               I get out, pow, you got me.

      Bain pulls the door closed, smiles.

                          BAIN
               Now what?

                          RATH
               Who are you?

                          BAIN
               Cono.  Robert Rath wants to know 
               me.

      Bain leans back, a big moment for him. 

                          BAIN
               Bain.  Miguel Bain.
                    (laughs)
               I don't believe this.  You rolled
               some cabbie, then waited for the
               right call.  That's genius, man.
               Genius.
                    (really impressed)
               And then you got the balls to sit
               there and bullshit with me.  No
               way I could've done that.

                          RATH
               You stole my contract.  How did
               you know?

      Bain admires Rath's gun.  What begins to show through is 
      that in a twisted way, Rath is Bain's hero.

                          BAIN
               A silenced Smith Wesson .22.  
               Classic.  I switched when I heard
               that's what you used.
                    (re: rifle)
               Excuse this.  It was a long shot.

                          RATH
               Who contracted you?

      Bain looks across to where the kids play soccer.  Co-ed.
      As Bain rolls down his window...


      EXT. SOCCER FIELD - BAINS POV OF GAME - NIGHT


      BACK TO CAB

                          BAIN
               Why don't you drive?  We can get 
               acquainted.  Chitchat.

                          RATH
               We'll sit.

      Rath sees the kids, too as Bain levels the sniper's rifle.


      EXT. SOCCER FIELD - NIGHT

      The SOCCER BALL EXPLODES in mid-air as Bain FIRES.  The
      kids stand confused.  The silencer muffled the report.


      INT. YELLOW CAB - PARKED - NIGHT

      Bain smiles at Rath.

                          BAIN
               Drive.
                    (aims again)
               Number thirteen looks tired.  Maybe
               she needs a rest.

      Bain's finger curls around the trigger as he follows a
      girl down the field.


      EXT. SOCCER FIELD - LONG LENS POV - NIGHT

      of girl playing.


      INT. YELLOW CAB

                          BAIN
               Help me out, Rath.  A moving
               target.  That's the front sight,
               right?


      EXT. CURB -  SOCCER FIELD - NIGHT

      Rath throws it into drive and starts away.


      INT. CAB - MOVING ACROSS BRIDGE - NIGHT

      Bain smiles.

                          BAIN
               Protect the innocent.  That's weak.
               You could've had me in the 
               cemetery, but you couldn't shoot 
               the cops.  You're Antiquado.

                          RATH
               And you've got a lot to learn.

      THWUMP!  Rath looks back to where a slug is imbedded in 
      the glass.  Bain coughs as the rifle smoke clears.

                          BAIN
               I had to try.  I mean, who knows?


      EXT. CAB - STREET - BRIDGE - NIGHT

      Two POLICE CARS SCREAM by going the other way.


      INT. CAB - MOVING - NIGHT

                          BAIN
               They look pissed, huh?

                          RATH
               I wouldn't be surprised.

                          BAIN
               How'd you like the cemetery?  Rome.
               14 BC.  They killed a General,
               Flavius, at his brother's funeral.
               But I couldn't wait for Branch's
               brother to die.  So I killed him,
               too.  Proud of me?

      Although he's actually impressed, Rath doesn't answer.
      He's too busy trying to figure a way to take Bain out.

                          BAIN
               I killed a guy in his bathtub
               once.  Was a bitch, but I wanted
               to do him like they did Marat...
               You know, the French Revolution?

      Rath just stares grimly ahead.  Bain's a bit disappointed.
      After a beat.

                          BAIN
               It was nice meeting you, Rath.
               Someday, I'll tell my little
               nietos about this.

      Moving like lightning, Bain slides, reaches the RIFLE
      through the right rear passenger window and FIRES.

      The first SHOT BLOWS OUT the passenger WINDOW.  As Bain
      moves the rifle in for a better shot, Rath jerks the 
      wheel hard left.  Off balance, Bain's second SHOT drills
      the roof at Rath's head.


      EXT. CITY STREET - NIGHT

      Rath jerks the wheel, sends the cab sliding across the 
      yellow lines.  A HORN BLARES as he hurtles toward an
      oncoming car and a head-on collision!

      Bain FIRES a wild third shot -- the windshield spiderwebs.

      Rath cuts hard back across the yellow lines.  The cab 
      slides, slams into the side of a bus traveling the same
      direction.

      As Bain FIRES again, Rath slams the cab against the side
      of the bus, smack into an "I am the NRA" placard.  The
      rifle is ripped from Bain's hands.

      The cab bounces off, continues on.  The rifle is crushed
      under bus wheels.  Bain's lucky to still have his arm.


      INT. YELLOW CAB - NIGHT

      The bus continues, Rath slams on the brakes.  Bain bangs
      into the glass as the cab shudders to a stop.


      EXT. CAB - STOPPED - NIGHT

      Rath is getting out of the cab, .22 at the ready.  Bain's
      got about three seconds to live and knows it.

      Several blocks away a POLICE CAR -- LIGHTS FLASHING -- 
      races towards them.

      SIRENS WAIL.  Gritting his teeth, Rath gets back behind
      the wheel.  A huge grin from Bain as he looks back at the
      police car that's bearing down on them.  Rath throws it
      in gear, flips a U-turn and races off.


      INT. CAB - ACCELERATING - NIGHT

                          BAIN
               You and me.  We're teammates!
               Companeros!

      Rath speeds up.  Faster and faster.  Bain suddenly 
      doesn't feel so safe, beat.  As Bain buckles his 
      seatbelt...


      INT. POLICE CAR - NIGHT

      Where one of the OFFICERS is on the radio.

                          OFFICER
               ... in pursuit of yellow cab, 
               number 5-0-1, reported stolen 
               near same twenty as officers
               down.  Proceeding west on...


      EXT. POLICE HELIPAD - NIGHT

      Two police officers race to waiting HELICOPTER.  As it
      LIFTS OFF towards the skyline of the city.  We LIFT OFF
      next to it, RISING and SWINGING WITH it as it turns 
      towards the city skyline.


      EXT. CITY STREETS - CHASE - NIGHT

      The cab at 60.  The cop car stays with.  A hard braking 
      left and then a sliding turn and the cab is nearing a 
      street running under a viaduct.


      INT. YELLOW CAB - CHASE - NIGHT

      Bain smiles as they leave the cop behind.

      Ahead, a second cop car turns off a side street and heads
      right at them.  Rath turns under a viaduct.

                          BAIN
               Can you feel it, Rath?!  It's
               real!  We're alive!

                          RATH
               Don't count on it.

                          BAIN
               Before I went freelance, I was
               an exchange student.
                    (smiles)
               C.I.A. University.  You were a
               legend at Langley.  Even if you
               were Army.
                    (looks ahead)
               I know this neighborhood.  Turn in here.

      Rath turns under a viaduct.


      EXT. ROAD UNDER VIADUCT - NIGHT

      It's a race with the two police cars right behind.


      INT. YELLOW CAB UNDER VIADUCT - CHASE - NIGHT

      Down the straightaway, two sets of cop lights and SIRENS
      behind them.  Bain leans forward, right behind Rath.

                          BAIN
               I studied everything you ever
               did, Rath.  God damn you were
               good.  You and the Russian.
               Nicolai Talinkov --

      The name hits Rath like a hammer.

                          RATH
               Tachlinkov.  How did you know
               about Nicolai?

      Rath turns, nearly broadsiding a train car.

                          BAIN
               They said he shaded you.  Over
               and over.  And in the end, he
               aced you.  Shaded and faded.
               They say he's living on some
               Greek island, but I say you
               were the best.  I say Nicolai's
               dead as a clavo.
                    (thinks; smiles)
               A doornail.  Am I right?

      Rath doesn't answer.

                          BAIN
               I heard you guys played chess.
               Coded in the New York Times
               obituaries.

      Rath's past is chasing him almost as hard as the cops.

                          BAIN
               Ten miles of microfilm, but I
               found it.  The last game ends
               before anyone wins.
                    (smiles)
               He thought you were his friend.
               That's how you got him, right?


      EXT. INTERSECTION - VIADUCT - NIGHT

      Rath starts to answer when... Suddenly an enormous truck
      appears, blocking their path.  Rath is forced to brake.
      He whips the wheel around, powerslides a grinding U-turn 
      in front of the truck.

                          BAIN
               Hey, Rath.
                    (opens door)
               Black queen to king's bishop 4!

      Bain throws himself out of the door.  Rath whips a look
      over his shoulder as Bain tumbles head over heels toward
      the truck.  What he said means something, but no time to
      explain now.  As he continues...


      BACK TO BAIN

      Pushing himself to his hands and knees, Bain watches the
      two cars disappear.  He disappears into the darkness.


      EXT. INTERSECTION - VIADUCT - NIGHT

      The cab races away from the intersection with the police
      cars in pursuit.


      INT. YELLOW CAB - NIGHT

      Rath takes another hard turn.  But suddenly the cab is
      bleached white by a searchlight.


      INT. POLICE HELICOPTER - NIGHT

      Where a HELI-COP trains the light on the cab below. 

                          HELI-COP
               We got you now, rabbit. 


      EXT. SKY - AERIAL - NIGHT

      From above the chopper blades of the police helicopter
      chasing the cab below -- we see the cab appearing, dis-
      appearing, and reappearing from underneath a viaduct 
      below.

      The cab passes under an overpass.  They lose sight of it,
      but it'll only be for a moment as they move up and 
      around.


      EXT. CAB YARD - NIGHT

      The cab appears from around a corner sliding quickly into
      a parking lot.  Rath slips out the door and disappears.


      EXT. CAB YARD - AERIAL - NIGHT

      Down below we see a parking lot full of cabs and the
      first police car to arrive.


      EXT. PARKING LOT - NIGHT

      The other cop cars pull up.  As the police begin to 
      search, and the helicopter hovers overhead, we follow
      the beam of the Zenon light up to the chopper where
      everything becomes white...

                                         DISSOLVE TO:


      INT. HOTEL ROOM - NIGHT

      The white of Rath's computer screen.

      Rath types, calls up a file.  A chess game sets up in
      four neat rows.  A line reads:  Game Started May 5, 1980.
      The pieces move, accompanied by COMPUTER VOICE notation 
      of the move and the date they were made.  Rath studies
      the screen.

                          RATH
               Fifteen years and I still 
               remember.
                    (watches)
               Those were good moves, Nicolai. 
               You were the best. 

      The screen and the computer voice both ask:  ENTER NEXT
      MOVE.  A beat before Rath types in the move Bain gave
      him.

                          RATH
               Bishop takes rook pawn. 

      A big moment as the computer moves:  Bishop takes rook
      pawn.  A beat and the screen starts to flash:  CHECK. CHECK.
      CHECK.  

      Rath can't believe what he's seeing. 

                          COMPUTER VOICE (V.O.)
               Game in check. 

                          RATH
                    (softly)
               I'm a mark.  A mark... Who the hell
               is Miguel Bain?

      A pause.  Rath finally clears the screen, types the 
      access code, waits.  As the system comes on line. 

      Contractor: Hello, Robert. 

      Rath:  Who the hell is Miguel Bain?

      Contractor: That's no way to talk to a lady.

      Rath: Who???

      Contractor: The name Bain is not familiar. 

                          RATH
               Are you setting me up?
                    (a beat)
               Is this how it went, Nicolai?

      Rath: He was there.  He stole the contract.

      Contractor: I'll make inquiries, Robert.

                          RATH
               I bet you will.

      Contractor: $2,000,000.  That's the bonus on the next
      contract.

                          RATH
               I quit.  I'm gone. 

      Rath moves to shut down the rig, but then hesitates.

      Contractor: Robert?  Are you there?

                          RATH
               Two million.  Two million and I'm
               gone.

      Rath: Location?

      Contractor: Seattle.

      Rath: The mark?

      Contractor: Surveillance expert.  Selling a synthetic
      heroin formula to a Dutch buyer.

      A beat as Rath thinks things over.  Then...

      Rath: Conditions?

      Contractor: Retire the mark, retire the buyer and retrieve
      the information.  A computer disc.

      Rath watches as miniaturized pages flash on his screen.
      Many of an angular-faced Dutch man.  His henchmen.  A 
      complete file, except...

      Rath: The surveillance jacket on the seller?

      Contractor: A ghost.  All we have is an internet logo.

      The transmit prompts again.  The screen goes black except
      for two green, slit-iris cat eyes.  Under that, 
      MEOW@comsat.next.  And as we move in on the eyes:

                                         MATCH CUT TO:


      INT. ELECTRA'S APT. - ELECTRA'S KITCHEN - PEARL - DAY

      A live cat with the same eyes.  She watches as a kid's
      remote control dump truck whirs past her.  In the truck
      bed, a bowl of tuna fish.  Pearl chases.  Her pride stops
      her.  She waits, pounces as the truck backs up.  Pearl
      wins.  As she eats...

      Electra sets down a remote control, kneels to watch Pearl
      eat.  A surveillance genius, an "information assassin,"
      Electra depends on smarts and intuition to succeed in a
      dangerous world.  Like most geniuses, she's a free 
      spirit.

                          ELECTRA
               Mmmm.  Hungry Pearl.

      Electra steps over to check on the progress of a coffee
      machine.  Almost done.

      As she waits, she flips through a packet from "One Hour
      Photo."  All photos of Pearl.  Electra stops to study
      one.

                          ELECTRA
                    (shows Pearl)
               I like this one, baby.  It's your
               good side.

      She pours coffee, takes a sip, sighs with satisfaction.


      EXT. ELECTRA'S APARTMENT BUILDING - DAY

      At the base of three massive transmit towers.  Two
      stories, eight apartments.  We see Electra enter her
      second floor living room.  In the apartment directly
      below we see a young couple (JENNIFER & BOB) fighting.


      INT. ELECTRA'S APARTMENT - LIVING ROOM - DAY

      Like the control booth of a low-rent network television 
      show.  TV's of various size, make and quality are stacked 
      and set in a semi-circle around an overstuffed chair.  

      Electrical cables and bundles of fiber optical cable are
      duct-taped to the walls.  Some disappear through holes
      punched in the floor, others the ceiling.  They hang like
      vines in a jungle.

      Electra settles into her chair.  Flicks a remote.  The
      CD PLAYER KICKS IN SOME MUSIC.  The first two TVs show
      empty apartments.  A third -- an old woman rolling out 
      dough.  The view is wide-angle, from above.  Just like 
      a cooking show.

                          ELECTRA
               Yummy.

      Electra switches on another TV.  Jennifer and Bob's
      argument.

                          BOB (V.O.)
                    (TV)
               I don't give a shit what your
               mother thinks.  I'm not sleeping 
               with your mother; I'm sleeping 
               with you.

                          JENNIFER (V.O.)
                    (TV)
               You won't be for long with that
               attitude.

      Electra turns UP the VOLUME, leans forward as the drama
      unfolds.

                          BOB (V.O.)
                    (TV)
               Jesus, Jennifer, if you're so god
               damned worried about your mother's
               approval, why don't you move back
               home so she can pat you on the
               head when you do something right.

                          ELECTRA
               Jerk.

      Electra's PAGER SOUNDS.  She barely looks at it.

      Jennifer starts to say something, but stops, trying to
      keep herself from crying.

                          BOB (V.O.)
                    (TV)
               Oh good.  Go ahead and cry.

      Jennifer exits the room, slams the door hard behind her.

                          BOB (V.O.)
                    (TV)
               You like to slam doors?      

      Electra switches one of the sets to a shot of Jennifer
      crying in her bedroom.        

                          BOB (V.O.)
                    (TV)
               I can slam doors too!        

      Bob exits the apartment, slamming the door on his way
      out.  Electra switches all the TVs to shots of Jennifer.
      She watches, listens to her cry.

      Affected, Electra reaches out, her fingers lightly
      touching the screen.  She isn't simply a voyeur.  She
      cares about these people's lives.  As her PAGER SOUNDS
      again...


      TELEPHONE TABLE

      A system like Rath's.  Electra picks up a cellular, dials.  
      As a woman's voice answers, Electra clicks a stopwatch.

                          WOMAN (V.O.)
               Room one-fifteen.

      Slipping a filter over the mouthpiece, Electra responds
      in a deep baritone.

                          ELECTRA
               I have the merchandise.  
                    (or alternate)  
               I have the disc.

      She picks up a computer disc, holds it at arm's length.

                          WOMAN (V.O.)
               The buyers arrive at noon.  
               Flight 10-55.

      Electra covers the receiver, thinks things through.

                          ELECTRA
               Off the plane.  Customs.  
               They're Dutch... A half hour.

      She twists the filter to the high pitch of a child.

                          ELECTRA
               I'll attempt contact at 12:30 and
               every fifteen minutes after that.

                          WOMAN (V.O.)
               You have the hard copy images?

      Electra reviews photos of the Dutch, similar but not the
      same as Rath's. 

                          ELECTRA
               Affirmative.  What do I call the 
               principal?

      Electra checks the stopwatch.  Forty-eight seconds...

                          WOMAN (V.O.)
               Call him Remy.  How will they 
               know --

      Electra hangs up, sticks the disc in her pocket.

                          ELECTRA
               They'll know.


      EXT. ELECTRA'S APARTMENT - DAY

      Electra comes out carrying Pearl's porta pet and a 
      shoulder-slung duffel bag.  She puts them in the back of
      her Mustang convertible.  Hopping in, Electra pulls out
      of a parking spot identified with her apartment number.


      EXT. THE HYATT - DAY

      It has a big day ahead of it.  Electra's car drives past
      the main entrance and she turns into the parking garage
      entrance.


      INT. PARKING GARAGE

      Electra pulls into a spot up front, hands the attendant
      $20.  

                          ELECTRA
               Keep it handy.

      He nods.  Sunglasses on, carrying her duffel bag and 
      porta pet, Electra heads for a bank of elevators.  She 
      steps in.


      INT. HYATT - ELEVATOR - LOBBY LEVEL - DAY

      From inside, the doors open at the lobby level.  A man
      and a woman with a white fur coat step inside.

      Backed in a corner, Electra stares at a veritable wall
      of fur.  She doesn't like it.  Setting down the port-a-
      pet, she reaches into her duffel for what looks like a
      canister of breath spray.


      INT. UPPER FLOOR - HALLWAY - DAY

      The elevator doors open.  None the wiser, the couple
      step out.  As they walk down the hallway away from us
      we see a large circle with a slash through it on the
      back of the fur coat.  As the doors close we hear.

                          ELECTRA (V.O.)
               You're welcome, Pearl.


      INT. AIRPORT - INTERNATIONAL TERMINAL - DAY

      We hear a SCREAMING JET OVERHEAD.    

      Four Dutch men exit the jetway.  They look like lions 
      in leather jackets.  They move predatorially, REMY 
      recognizable from Rath's computer info.


      INT. THE HYATT - ROOM 718 - DAY

      A laptop computer, a transmitter and a remote intercom
      rest on the coffee table.  On the computer, Electra
      scrolls through airline flight information.  She finds
      KLM flight 1055.  The screen flashes:  Arrived.


      INT. UNITED TERMINAL - ESCALATOR - DAY

      Looking past a digital clock we see the Dutch ride
      down the escalator, jumpy.

                          INTERCOM (V.O.)
               Mr. Remy, to the white courtesy
               phone.  Mr. Remy.

      Remy looks to his #2.  Suddenly, the four of them pound
      down the escalator steps, snaking between people, push-
      ing others out of the way.


      WHITE COURTESY PHONE

      Remy picks up the receiver.  His men fan out, ready for
      trouble.

                          REMY
               Hello?

                          ELECTRA (V.O.)
               Are you ready to go shopping on
               the Home Information network?
               The price is $40,000.

                          REMY
               Where are you?

                          ELECTRA (V.O.)
               Are you ready?  Yes or no?

                          REMY
               Yes.


      INT. THE HYATT - ROOM 718 - DAY

      Electra's on a cell phone.

                          ELECTRA
               There's a payphone bank in the
               Hyatt Hotel by the elevators.
               You got twenty minutes.

      She hangs up, clicks her stopwatch.


      INT. UNITED TERMINAL - DAY

      Remy hangs up, motions to his men to follow.  As the
      Dutch move away, we RACK FOCUS back to a man in the
      b.g.

      It's Rath.  Looking absolutely non-descript.  He waits
      till they're almost out of sight before following.  Rath
      scans faces as he moves.  Someone else may be here as
      well.


      UNITED TERMINAL EXIT

      The Dutch exit.  Rath's about to follow when he spots a
      young man turning away to a cash machine.  Bain?

      Drawing the .22, Rath closes the gap, spins him.  The
      young man, holding his cash, turns into the barrel.  
      It's not Bain and in an instant the gun is gone.  Rath
      is shaken, but nearly as much as the young man.  Rath
      moves on.


      EXT. AIRPORT ROADWAY - DAY

      Remy and his men get into a waiting limo.  It pulls
      away.

      Rath exits, hops into a cab before it can even coast to
      a stop.  They pull away as well.


      INT. CAB - DAY

      CLOSEUP of the time on the meter.


      INT. THE HYATT - ROOM 718 - DAY

      Pearl watches as Electra unscrews an A/C panel.  Popping
      the screen to reveal a vertical duct, Electra tapes a
      piece of cardboard at an angle inside it.  The effect is
      to redirect into the room anything traveling down.


      INT. LIMO - ROLLING - DAY

      The Dutch open waiting briefcases, check out the 
      silenced 9 MM's waiting inside.


      INT. THE HYATT - ROOM 718 - DAY

      Electra at the window, looking down through binoculars.


      ELECTRA'S POV - BINOCULAR MATTE

      The Dutch heading from their limo for the hotel.

                          ELECTRA
               One, two, three, four.


      INT. HYATT LOBBY - DAY

      Looking toward the entrance as the Dutch stride in.  As
      a PHONE begins to RING, Remy hurries to a...


      PAYPHONE BANK

      Answers it.

                          REMY
               Hello.

                          ELECTRA (V.O.)
               Pick up the Yellow Pages.

      He does as he's told.

                          ELECTRA (V.O.)
               Lonely?  In town on business.  
               Who'll ever know if you check out 
               the escorts?

      As Remy flips to the "Es"...


      INT. HOTEL ENTRANCE - DAY

      Rath steps in, heads for the front desk, but watches.


      INT. HOTEL - PAYPHONES - DAY

      Remy's found it.  In the escort ads, a room key card.

                          ELECTRA (V.O.)
               It's room 942.  I want all four of
               you in there.  No deal otherwise.  
               And if there's more of you, I'll 
               know it.  I smell a rat, I go.  
               Are we simpatico?

                          REMY
               Yes.  Simpatico.

      Checking about, the Dutch get in an elevator.  Rath 
      doesn't have a chance without raising a red flag.

      The doors close.  He thinks a beat.  As a maintenance
      worker passes, something occurs to him.  Spurred to 
      action, Rath moves.


      INT. HYATT - ELEVATOR - DAY

      Two passengers get off on three.  The ride continues.  
      It's just the anxious Dutch and a man in the corner.

      He looks up.  It's Bain!  

      The elevator stops at nine.  As the Dutch step off, Bain
      slyly slips "something" into Remy's jacket pocket.  We 
      see, but we're not quite sure what.

      They don't say a word, just exit as the elevator stops at
      nine.  As the doors close behind them, Bain looks grim.


      INT. HYATT HOTEL - MAINTENANCE OFFICE - DAY

      Where a JANITOR answers a RINGING PHONE.  Beyond him,
      we see a hotel computer terminal.

                          JANITOR
               Maintenance... What?!  Sounds like
               we got a short.  I'll be right
               there.

      The Janitor rushes out.  The office is empty.  A beat and
      Rath enters.  Tucking his cell phone (he made the call)
      into his pocket, he takes a seat at the terminal.  He 
      must have used this trick before as he scrolls computer
      info.  Room bills.  Reservations.  Guest names.  He elim-
      inates the Chicago Bulls, a doctors' convention, and a
      wedding party.  All 10 plus rooms.  As he continues his
      process of elimination...


      INT. HYATT HOTEL - ROOM 942 - DAY

      On a table are a screwdriver, a laptop hooked to a cel-
      lular modem and a remote intercom matching Electra's.
      The Dutch enter, guns drawn.


      INT. HYATT HOTEL - ROOM 718 - DAY

      Over the INTERCOM, Electra can hear them entering the
      room, moving about.

                          ELECTRA
               Close the door.


      INT. HYATT HOTEL - ROOM 942 - DAY

      As one of them pulls the door shut...


      INT. HYATT HOTEL - ROOM 718 - DAY

      Electra can hear it bang shut.

                          ELECTRA
               First, I need a ten thousand
               dollar deposit.

                          REMY (V.O.)
                    (TV)
               That wasn't the agreement.


      INT. HYATT HOTEL - ROOM 942 - DAY

      The computer screen goes blank.

                          ELECTRA (V.O.)
               We have nothing more to discuss.
               Good-bye.

                          REMY
               Wait, wait.  Okay.

      A beat, the screen turns back on.

                          ELECTRA (V.O.)
               Here's today's menu.

      The screen fills with file names.  Number 2 reads, nods
      his approval.  Remy inserts a blank disc.

      Guns are drawn, aimed as a BEEPING sounds from the wall.
      From the A/C vent. 

                          ELECTRA (V.O.)
               I believe you'll find a screwdriver
               on the table. 

      Cautiously, Number 3 picks up the screwdriver, undoes the
      screen which is now backlit.  Electra's remote dump truck, 
      a flashlight and pen-sized camera taped on the 
      cab roof.  As the Dutch exchange a look...


      INT. HYATT HOTEL - MAINTENANCE OFFICE - DAY

      Rath has narrowed his search to three individuals who 
      each hold two rooms apiece.  Clark, Rogers and Katz. 

      Rath selects K. Katz.  Rooms 718 and 942.  He switches to
      room service charges.  In two days nothing on 942 -- not
      even a phone call, but...

                          RATH
                    (reading)
               Room 718.  Coffee.  Coffee.  
               Coffee.  Coffee.  Tuna fish.

      Reaching into a pocket, he pulls out and unfolds a print-
      out of the green cat eyes.  MEOW@comsat.next.

                          RATH
               Meow.


      INT. HYATT HOTEL - ROOM 718 - DAY

      Manipulating a joystick, Electra watches an air duct 
      view pass by on a Sony Watchman.


      INT. AIR DUCT - DAY

      The dump truck rolls carrying a $10,000 payload.  It 
      turns at one branch, turns left at another.  Ahead, a 
      square hole opens up where a third branch goes vertical.

      Just when we think a catastrophe will occur, the truck
      stops, executes a DMV 3-point turn.  It backs to the edge
      of the hole.  The truck bed angles back as it dumps.


      INT. ROOM 718

      Electra smiles as ten thousand dollars drop out of the 
      vent and onto the carpet.

                          ELECTRA
               I'm going to format your disc,
               orient it to receive the data.

      Electra begins typing.

      INT. HYATT HOTEL - ROOM 942 - DAY

      The Dutch watch a little clock tick away on the laptop 
      screen as this is done.


      EXT. 9TH FLOOR HALLWAY - DAY

      Not far from 942, an attractive couple pause to begin 
      kissing in a corner.  Overwhelmed, they can't keep their
      hands off each other.


      INT. HYATT HOTEL - ELEVATOR - DAY

      Rath gets in, his fingers deciding between the ninth and
      seventh floors.  He presses one, but we don't see which.
      As he starts up.


      INT. HYATT HOTEL - ROOM 942 - DAY

      Remy watches as file names start to appear on the
      computer screen.


      INT. HYATT HOTEL - ROOM 718 - DAY

      Electra continues to send information.


      9TH FLOOR HALLWAY - DAY

      Here comes Bain.  Resolute, but excited at what's about 
      to happen.  He passes the couple.  They don't see him or 
      they don't care.  But as Bain gets a few steps past...

      He wheels, raises the SILENCED .22 and FIRES.  The 
      couple crumple, both head shots.  He drags them into a
      stairwell.


      INT. HYATT HOTEL - ROOM 718 - DAY

      Electra types.


      INT. 9TH FLOOR HALLWAY - DAY

      Bain leans over the bodies of the attractive couple.  
      Amazingly, he relieves them both of silenced 9mm 
      pistols.  What the hell's going on?

      Bain steps to the middle of the hall.  Watching several
      doors at once, he takes out a cellular phone, punches
      in a number, then hits send.


      INT. HYATT HOTEL - ROOM 942 - DAY

      A very LOUD BEEPING sounds!  After a confused moment,
      Remy reaches into his pocket, pulls out the slim BEEPER 
      Bain deposited there.

      They barely have time to exchange a look before the room
      door blasts open and Bain enters, both the .22 and one
      of the 9mm's BLAZING.

      The Dutch try to return fire, but Bain has them.  As
      he EMPTIES both GUNS...


      INT. HYATT HOTEL - ROOM 718 - DAY

      Electra looks up from her typing, listens to the odd
      thwapping and grunting coming over the INTERCOM SPEAKER.
      She stops typing.


      INT. ROOM 942 - DAY

      Bain checks Remy's wallet.  Finds a badge.

                          BAIN
               Interpol?

      Bain pauses, but then shrugs it off.  No time to worry
      about it now.  He looks to the dead Dutchmen.

                          BAIN
               No more worries.  Suena con los 
               angelitos.

                          ELECTRA (V.O.)
               What's going on there?

      Bain spots the intercom.  Then he sees the laptop screen
      flashing:  He realizes the transmission is incomplete.

                          ELECTRA (V.O.)
               Hello?

                          BAIN
               Please complete the transmission.


      INT. ROOM 718 - DAY

      Electra's momentarily flustered. 

                          ELECTRA
                    (starts typing; 
                    stops)
               Who is this?

      She hears no answer.  Electra begins erasing all of the 
      information she has sent. 


      INT. ROOM 942 - DAY

      Bain sees the information begin to disappear line by 
      line -- he frantically tries to save some of it. 

                          BAIN
               I'm going to tear your heart out.


      INT. ROOM 718 - DAY

      Sudden fear washes over Electra.  Flipping down her sun-
      glasses, she grabs her duffel bag, picks up Pearl, pulls
      the disc.  But as she turns to the door...

      SLAM!  It bursts open and she's staring right at a 
      silenced .22.  Rath is here, quite obviously there to 
      kill her.  But maybe surprised she's a woman.

                          ELECTRA
               Don't...


      ROOM 942

      Now it's Bain's turn to listen. 

                          BAIN
               Don't what?
                    (realizes)
               Rath?  Is it you?


      ROOM 718

      Keeping the gun on Electra, Rath looks at the intercom. 
      Doesn't answer. 


      ROOM 942

      But Bain is sure.  He picks up the remote, switches on 
      the room TV. 

                          BAIN
               It is you...


      ROOM 718

      Gun still aimed, Rath holds out his hand, whispers...

                          RATH
               The disc.

      She fumbles, holds it out with a wildly trembling hand.
      Rath takes it.


      ROOM 942

      Bain accesses (on TV) the hotel's in-room checkout 
      system.

                          BAIN 
               You checked out that move, didn't
               you?  Black queen to king's 
               bishop 4?  


      ROOM 718

      Bain is getting under Rath's skin.  As his finger 
      tightens, Electra is frozen in fear. 

                          BAIN (V.O.)
               You got a move for me, Rath?

      Electra tries to say something, but can't give volume to
      the words.  Rath reaches over, takes off her sunglasses.
      She blinks at him.  As a tear streaks her cheek...


      ROOM 942

      On the TV checkout, Bain has the room charge for 942 and
      the fact it's coupled with the charges for room 718.

                          BAIN
               It's like chess.  What's your move?
               Is she alive?  Did you kill her?
               Are you there, sweetie?

      And Bain slips silently out of the room. 


      ROOM 718

                          BAIN (V.O.)
               Is she dead yet, Rath?  I took 
               care of business on my end.  
               What about you?  Come on.  Pull 
               the trigger.  Kill her.

      Electra closes her eyes.  Rath turns his aim from her 
      to the INTERCOM, FIRES.  As it bursts into a hundred 
      pieces. 


      7TH FLOOR HALLWAY

      Bain steps out from the stairwell, silently sprints to...


      ROOM 718

      Bain enters with a military roll.  It only takes an 
      instant to realize... Rath and Electra are gone. 


      INT. PARKING GARAGE - DAY

      Electra and Rath step off the elevator.  She wears her
      jacket, carries her computer and porta pet.  He holds 
      her arm, keeps the gun at her side.

                          RATH
               Where's your car?

                          ELECTRA
               I don't know.

      The Attendent (seen earlier) steps over, eagerly points
      out her Mustang.

                          ATTENDENT
               It's right here, Miss.

      As the Attendent hurries over with the keys...

                          RATH
               I guess a black Chevy would have
               stuck out too much.


      EXT. HYATT - MUSTANG CONVERTIBLE - DAY

      The Mustang zooms out of the parking garage, bottoms 
      out at the top.  Electra's behind the wheel.  Rath rides 
      shotgun, watching the hotel for trouble.  Pearl in her 
      porta-pet in the back.


      EXT. STREET - MUSTANG (MOVING) - DAY

      Electra is terrified.  We now learn she talks when she's
      nervous.

                          ELECTRA
               I always thought I was going to 
               die in a bus crash.  Isn't that
               dumb?  The odds are like five-hundred
               million to one.  You know what the
               odds of meeting a stranger who's a 
               murderer?  One-thousand to one.

      Holding the .22, Rath just stares at her.

                          ELECTRA
               I think I've been worrying about
               the wrong statistic.

                          RATH
               If I was going to kill you, you'd
               be dead already.

      As Electra speeds up...


      INT. ROOM 718 - DAY

      Bain tears the room apart.  Pulls open drawers, overturns
      the mattress.  He wants that disc.  But the room has been
      cleaned out.  Then he spots it.  Electra's computer 
      carrying case -- in haste forgotten -- on a chair.

      Electra's jacket -- in haste forgotten -- draped over a 
      chair.

      Rifling through it, he finds the photos Electra had of
      Pearl.  Bain flips through them.  Nothing, but Pearl.
      Inside, outside.  But Bain flips back one.

      Pearl outside.  Bain's finger jabs down on something in
      the background.  Three TV transmit towers.  Bain strides
      to the window, looks out...       


      BAIN'S POV - CITY

      Scanning, spots it.  In the distance, three radio towers.


      BACK TO BAIN

      Smiling.  He shoves the picture in a pocket, hurries out.


      INT. MUSTANG - ROLLING - DAY

                          ELECTRA
               Who the hell are you?!       

                          RATH
               I work for the government.

                          ELECTRA
               Bullshit.
                    (turning)
               Where are we going?

                          RATH
               Just drive.

      Electra hits the gas.  The MUSTANG ZOOMS.  40, 50... 
      Rath takes her laptop from the backseat.  He plugs it 
      into his cellular, punches a number in.  Rath types in
      the access code sequence.  The system comes on line.

      Contractor: This is not a scheduled call, Robert.

      60 mph... Electra begins to slalom between cars.  Rath
      looks up as he types.     

                          RATH
               Watch your speed. 

      Rath: He was there again.

      Contractor: Shut down.  We'll talk at the scheduled time.

      The system shuts down.  70 mph...

                          RATH
               Slow down!

                          ELECTRA
               I can't.

      Rath reaches over with his foot, starts to brake them.

                          ELECTRA
               What about the other guy?  Does
               he work for the government, too?

      Rath just gives her a look, takes his foot off the brake.
      They've slowed considerably.      

                          ELECTRA
               It's between you and him, right?
               Just leave me out of it.

                          RATH
               We can't.  You're the mark.

      A chilling thought.  Across a wide median, she sees a
      bus pulling up to a bus stop.  Ahead, the light turns
      red.


      EXT. STREET - DAY

      Electra moves to slow down, but at the last second she
      accelerates, rear ends the car ahead.  Electra is braced,
      but Rath slams the dash.

      Electra takes the keys, leaps out of the car.  Grabbing
      the porta-pet, she dashes across the median.  Rath is 
      quickly after her. 

      Electra nears the bus which is taking on the last of its
      passengers.  As she looks back over her shoulder, she 
      slams into a man, drops the porta-pet.

      Rath is closing.  There's no time.  Acting on survival
      instincts, Electra leaps onto the bus.  It's away just
      as Rath arrives.


      INT. BUS - ROLLING - DAY

      Electra hurries to the back, stares out the window.  

      In the receding distance we see Rath and the porta-pet in 
      the street.  She's escaped, but at what cost?

                          ELECTRA
               Oh, Pearl...  Sorry.


      EXT. BUS STOP - DAY

      As an IRATE MOTORIST shouts "car insurance," Rath ignores
      him, carries Pearl back to the Mustang.  He gets inside,
      checks the glove box -- nothing.  But reaching under the
      seat, he pulls out a paper bag with cat food inside.  The
      bag is printed:  Prize Pets.  With an address. 


      EXT. PRIZE PETS - DAY

      A local mom & pop operation.  As the Mustang pulls up...


      INT. PRIZE PETS - DAY

      An OLDER WOMAN looks up as Rath approaches the counter. 
      But she's not looking at Rath. 

                          OLDER WOMAN 
               Pearl!  How are you, dearie?
               Where's Mama?

      Holding the cat in his arms, Rath smiles. 


      EXT. ELECTRA'S BUILDING - DAY

      Three towers in the background.  A car pulls into an
      assigned spot.  Bob gets out, heads into the building.


      INT. ELECTRA'S LIVING ROOM - DAY

      Electra packs.  No rhyme or reason.  She just tosses 
      stuff into her bag.  As she moves into the bedroom, we
      STAY here.  The monitors are on.  Bob enters Jennifer's
      apartment.


      EXT. ELECTRA'S BUILDING - DAY

      Bain steps up, smiles at the towers.  There are three
      cars in the lot.  He walks along, placing a palm on the
      hood.  Seeing which engine is warm.  Bob's.  Noting the
      apartment number on the space, Bain heads inside.


      INT. JENNIFER'S APARTMENT - LIVING ROOM - DAY

      Bain enters, begins looking through the room, after the
      disc.


      INT. JENNIFER'S APARTMENT - BEDROOM - DAY

      Bob hears the sound, thinks the wrong thought.

                          BOB
               Jenn?

      Bob hears FOOTSTEPS coming down the hall.  As they near
      the door...

                          BOB
               I love you.

      Bain is there, filling the doorway.

                          BAIN
               That's sweet.


      INT. ELECTRA'S LIVING ROOM - DAY

      Bag packed, Electra steps out from the bedroom.  She 
      stops short at the sight of the monitor.

      Bain raises the .22, Bob's eyes widen.  As he steps back,
      Bain steps forward.

                          BOB (V.O.)
                    (on TV)
               Who are you?

                          BAIN (V.O.)
                    (on TV, advancing)
               You'll never know... Romeo.

      Bob backs right into the walk-in closet.  Bain follows.
      The SILENCER WHISPERS and BOB THUMPS to the floor.


      JENNIFER'S BEDROOM

      Bain takes in the room.  Breathes it in.  Something
      catches his eye.  A smoke detector on the ceiling.  He
      stands on the bed.


      ELECTRA'S LIVING ROOM

      Electra's mouth open, but no sound comes out as Bain's 
      face suddenly looms right into the monitor.  Distorted, 
      his face right in the camera.


      INT. JENNIFER'S APARTMENT - BEDROOM - DAY

      Standing on the bed, Bain pulls the detector housing
      should be.  He pokes at it.  A warped smile as he 
      realizes what it is.


      INT. ELECTRA'S LIVING ROOM - DAY

                          BAIN (V.O.)
                    (on TV)
               You sick little bitch.

      Electra turns to get out, stops short at MEOW.  PEARL 
      trots into the room.  Electra scoops her and Rath is 
      there.  He spots Bain on the monitor, draws his .22.  She
      flinches.

                          RATH
               Where is he?

      Electra points to the floor.  The screen goes to snow as
      Bain reaches, yanks the smoke detector from the ceiling.

      Rath grabs Electra and they're out of there.


      EXT. MUSTANG (PARKED) - DAY

      Up the street, the front end smashed.  Rath gets Electra 
      and Pearl inside.

                          RATH
               Wait for me at the pet shop.

      She nods.

      Without another word, Rath heads back.  Electra STARTS
      the car.  Smoke pinwheels off the tires as she roars off.


      INT. JENNIFER'S APARTMENT - LIVING ROOM - DAY

      Leading with the .22, Rath enters.  Every nerve is
      tingling as he steps into...


      JENNIFER'S BEDROOM

      Rath steps in.  No Bain.  Rath spots the plaster torn 
      from the ceiling, Bob's legs visible through the closet
      door.  Rath steps over.  As he kneels to take a pulse, he
      hears FOOTSTEPS OVERHEAD.  In Electra's apartment.


      INT. ELECTRA'S LIVING ROOM - DAY

      Two discs on the coffee table.  Bain scoops them, runs
      them through his scanner.  Red lights flash.  Not the 
      ones he wants.  He tosses them aside.


      EXT. NEIGHBORHOOD STREET - MUSTANG (ROLLING) - DAY

      Electra slows for a stop sign.  Continuing, she passes
      Jennifer going the other way.  Headed home.  Oh no!  
      Electra looks back over her shoulder.  She makes a 
      decision.

      A HORN BLARES.  Electra brakes, looks ahead where she's
      come inches from a head-on collision.

      She throws it in reverse, nearly hits a car coming up 
      from behind.  More HORNS.

      Back to drive, Electra hops the curb, driving over a
      circular median and knocking down a "Slow" sign as she
      turns around.


      INT. ELECTRA'S BUILDING - 2ND FLOOR HALLWAY - DAY

      Gun drawn, Rath makes his way, enters.


      INT. ELECTRA'S APARTMENT - LIVING ROOM - DAY

      No Bain.  Rath moves silently toward...


      ELECTRA'S BEDROOM

      Bain searching the place.  Holding his .22, he picks up 
      a bottle of perfume, takes a whiff, smiles.

                          BAIN
               Jasmine...

      In the dresser mirror, Bain spots Rath enter behind him. 

      Dropping the perfume, Bain wheels, FIRES!

      A MIRROR on the back of the door SHATTERS and Rath is 
      gone.  Or at least his image.

      Guessing.  Bain starts FIRING in a moving pass across
      the wall.  The SILENCER makes it almost surreal.


      LIVING ROOM

      Rath runs, just a step ahead of the BULLETS which BURST 
      from the wall behind him.  Diving, he rolls into the...


      KITCHEN

      Coming out of the tuck and roll, Rath slams into the 
      stove, rocking it two feet across the floor.

      He looks up at the gas line inches over his head.


      LIVING ROOM

      Slapping in a new clip, Bain leaps out, sees that Rath 
      must be in the kitchen.  Bain aims, but stays where he 
      is.

                          BAIN
               You're getting slow, Abuelo.

                          RATH (O.S.)
               I'm not the one shooting at mirrors.


      INT. JENNIFER'S APARTMENT - BEDROOM - DAY

      Home, Jennifer stops short when she sees plaster every-
      where.  Looking up, she sees the cable snake up to the 
      hole in Electra's floor.  Unfortunately, she doesn't see
      Bob.  Furious about the mess, she hurries out of the 
      room.


      INT. ELECTRA'S LIVING ROOM - DAY

      Where Bain is edging his way toward the kitchen.

      That's when Jennifer storms in.

                          JENNIFER
               Who the hell are you?

      She stops short at the sight of Bain's .22.

                          BAIN
                    (whispers; wants)
               The disc.

      A frozen moment before she bolts for the door.  Bain
      FIRES.  As Jennifer falls, Bain makes a critical error.

                          BAIN
                    (at kitchen)
               I beat you to the buyers and now I 
               beat you to the mark.  I'm starting 
               to think I picked the wrong guy to 
               be my hero.


      INT. KITCHEN

      Rath wonders who Bain shot.  Out the window, he sees
      Electra pull up in the Mustang, run for the building.


      LIVING ROOM

      Bain waits for an answer, doesn't get one.

                          BAIN
               You know it's my birthday today,
               Rath?  It's true.  Today I become
               number one.

      Picking up a big shard of mirror, Bain inches his way to
      the kitchen door.  It's blind; no view at all.


      STAIRWELL

      Electra makes her way up.


      LIVING ROOM

      Bain tosses the MIRROR SHARD against the open kitchen 
      door.  

      BREAKS into pieces, one of them a leaner.  They give 
      Bain a full view of the kitchen.  Rath isn't there.

                          BAIN
               You got a present for me, Rath?


      KITCHEN

      Tense as a steel spring, Bain steps inside.  There's
      another doorway in the far corner.  Bain moves for it, 
      then stops short at a HISSING in the air.  Framed by the 
      window behind him, Bain sniffs, whips a look over to the
      stove where the GAS LINE is wide open.

      A trail of liquid leads from the kitchen to a back hall.

      Bain whips a look that way where we hear the distinctive 
      sound of a MATCH BEING STRUCK.


      HALLWAY

                          RATH
               Make a wish.

      Rath discards a bottle of brandy, sets the burning match 
      into the trail of liquid.  As it ignites, he rushes back, 
      comes face to face with Electra.  He dives for the floor, 
      takes her with him.


      KITCHEN

      The flame trail zips in.  Bain flips the kitchen table on
      its side, ducks behind it as the AIR BURSTS INTO FLAMES.
      The table is driven back by the force.


      EXT. ELECTRA'S APARTMENT - SECOND FLOOR - DAY

      Bain hurtles back through the kitchen window, followed by
      a huge fireball and lots of debris.


      INT. APARTMENT BUILDING - HALLWAY - DAY

      Rath rises, motions Electra to wait.  Smoke is 
      everywhere.


      INT. KITCHEN - DAY

      A few flames, but there's not much left to burn.  Rath
      peeks around the corner.  Bain isn't here.  We can see 
      the ground below as well.  There is debris everywhere 
      but Bain is gone.  Rath sees Jennifer's body in the door-
      way.  He checks to see if she is alive.


      ELECTRA'S BUILDING - STAIRWELL

      Leading with his .22, Rath tries to lead Electra out,
      but she doesn't want to go.  She has other things to 
      consider. 

                          ELECTRA
               Wait.  Jennifer. 

      Rath looks at her, shakes his head.  Jennifer didn't make
      it.  Turning her gently, they continue down. 


      EXT. MUSTANG - PARKED - DAY

      Electra and Rath make it to the car.  Distraught, she's
      still staring back as he gets her inside.


      INT. MUSTANG - DRIVING - DAY

      Electra's neighborhood.  Rath drives away.  He glances 
      over at Electra who sits clutching hold of Pearl.  In 
      shock over Bob and Jennifer, she's withdrawn into her-
      self.  Rath knows there's nothing he can say so he keeps
      quiet and drives.


      EXT. CHAIN HOTEL - NIGHT

      The Mustang drives up.  Rath is at the wheel. 


      INT. CHAIN HOTEL ROOM - NIGHT

      Electra enters ahead of Rath.  

      She sets her bag down, lets Pearl out of the porta-pet.  
      Feeling like a prisoner, she sits in a chair in the 
      corner.  Pearl jumps up in her lap.

      Rath gets a quick feel for the room.  After checking the 
      view out the window, he draws the curtains.

      Rath takes off his jacket.  Pulling off his shoulder 
      holster, he sets the rig on the coffee table, then sits 
      in a couch opposite Electra.  The gun is halfway between 
      the two.  Electra does her best to be nonchalant, but 
      she's well aware of the fact.

      May be the very first time we've seen Rath relax.  Pearl 
      jumps to the carpet, pads her way toward him.

                          ELECTRA
               Pearl.

      Ignoring her owner, Pearl leaps up, settles into Rath's 
      lap.  As he scratches her ears...

                          ELECTRA
               Here, girl.

      Electra snaps her fingers, but PEARL just closes her 
      eyes, begins to PURR.  Electra is not happy about this.

                          RATH
               She likes me.

                          ELECTRA
               She likes dead fish, too.

      As Rath looks down at the cat, Electra looks at the gun,
      measuring the distance with her eyes.

                          ELECTRA
               What do you call yourself?

                          RATH
               Robert Rath.

                          ELECTRA
               Yeah, sure.  Call me Electra...
               So, are you one of them?

                          RATH
               Used to be.
                    (checks watch)
               Retired.

                          ELECTRA
               Pardon me if I don't believe you.

                          RATH 
               If I was going to kill you, you'd
               be dead already. 

      She pretends to look away, but as Rath looks down at 
      Pearl, Electra lunges for the gun.

      He never moves or even blinks an eye.  He just watches as
      she struggles a moment to free the .22 from its holster.
      She realizes, suspects the worst.

                          ELECTRA
               What?  It's not loaded?

                          RATH
               It's loaded.  

                          ELECTRA
               I could shoot you.  I could be
               500 miles away by the time they
               find you.

      Electra keeps the gun on him, but can't shake the feeling
      he's got the upper hand.  A long silence. 

      Rath scratches Pearl's ears.

                          ELECTRA
               Stop it.  She doesn't like it.

      PEARL begins to PURR.  

                          RATH
               Afraid you'll hit the cat?

      Rath sets Pearl down, looks back to Electra.  Waits.

      Without warning she starts squeezing off ROUNDS.  A LAMP
      EXPLODES on one side of Rath.  Two tufts of stuffing 
      erupt from the couch on the other side.  Rath doesn't 
      move.

                          ELECTRA 
                    (steps forward)
               You think letting me get this gun
               was a mistake, don't you?  You 
               think I'm afraid.  Don't you?

      She FIRES just over his head; the round digs the wall.

                          ELECTRA
               You don't know shit about me!

                          RATH
               You're wrong.  I --

                          ELECTRA
               Shut up!

      A final step, she levels the gun at Rath's face.

                          ELECTRA
               This was supposed to be a good day.
               A payday.  Forty grand.  I was 
               going to get Pearl a boyfriend.
               Now two people are dead.  I'm 
               almost dead. 
                    (a beat)
               I'm in way over my head, Rath. 
               I just want out.

      For the first time really, she looks into his eyes.  Her
      hand begins to tremble.  The gun barrel shakes.

                          RATH
               You have the gun.  The keys are 
               on the dresser.  Go.

      Electra covers Rath as she steps over to the dresser, 
      scoops up the keys.  Her next words are more to reassure
      herself than to convince Rath. 

                          ELECTRA
               I don't have a social security 
               number, a driver's license.  I 
               barely remember my real name.  
               I'm a ghost; I can disappear.

                          RATH
               I found you.  So did he.

                          ELECTRA
               I want my life back.  Please, 
               that's all I want. 

      Rath shakes his head.

                          RATH
               I'm sorry. 

      Electra's finger tightens on the trigger.  Suddenly, 
      jerking her arm left, she FIRES a wild shot.  A CRASH
      as a cheap print is obliterated by the bullet.

      Electra lowers the gun limply to her side, lets it drop 
      to the carpet. 

                          ELECTRA
               I need to be alone.
                    (a beat)
               I haven't spent this much time
               with someone in years.

      Near tears, Electra moves blindly for the bathroom, Pearl
      at her heel.  As Electra closes the door behind her.

                          RATH 
               Neither have I.

      He closes his eyes, listens as we hear her begin to CRY.


      INT. BATHROOM - NIGHT

      Her back to the door, Electra slides slowly to the floor
      as she cries.  Hugging her knees to her chest, it gets
      worse.  A lonely, desolate moment.  As PEARL MEWS...


      EXT. CITYSCAPE/INT. PAYPHONE - NIGHT

      A twinkling panorama.  We PAN ACROSS TO a computer 
      screen.  A cursor blinks to life as...

      Contractor: What went wrong, Miguel?

      We're at a payphone booth.  Bain has hooked his laptop
      into the payphone wiring.

      Bain: Nothing.  I retired the buyers.  And the
      seller.

      Contractor: The disc?

      Cain: Rath has it.  He's a difficult mark.

      Contractor: Rath isn't the mark.  THE DISC.

      Bain is taken aback by this response.  He's not used to
      being criticized.

      Bain: You'll get it.

      A long pause.  Even Bain notices.  The Contractor is 
      never this reticent.  Finally...

      Contractor: You had your chance.  The contract has 
      been reassigned.

                          BAIN
               What?!  No lo puedo creer!

      Bain is in a rage as he types...

      Bain: Fuck you.

      Contractor: That's no way to talk to a lady.

                          BAIN
               I don't care what you are --

      Bain hits the repeat key.  "Fuck you's" flash across the
      screen.  As the Contractor logs off, Bain slams his fist
      against the glass of the booth.


      INT. CHAIN HOTEL ROOM - NIGHT

      Rath is at his desk conversing with the Contractor.  
      Electra must still be holed up in the bathroom.  

      Rath: I have the disc.

      Contractor: You're still the best, Robert.

                          RATH
               Then who's this kid?

      Rath: I'd like the two million in cash.

      Contractor: Where do you want to make the trade?


      INT. CHAIN HOTEL - BATHROOM - NIGHT

      Freshly showered, Electra looks better.  Drying her hair,
      she sees that Pearl is peering into the toilet.

                          ELECTRA
               How many times have I told you?

      Pearl paws down the trip handle.  The water swirls.  As
      she leans down to drink...


      INT. CHAIN HOTEL ROOM

      Rath watches the late news.  Troubled, he holds the disc.
      The bathroom door opens and Electra emerges.  She watches
      over his shoulder.

                          ELECTRA
               What did they say about the dead
               guys at the Hyatt?

                          RATH
               Nothing.

                          ELECTRA
               I don't need details, just in 
               general.

                          RATH
               Nothing.  

                          ELECTRA
               That's impossible.

                          RATH
               No.  Not if...

                          ELECTRA
               Not if what?

                          RATH
               They were C.I.A.  Or Interpol.

      Rath CLICKS OFF the SET as the "Weather" comes on.  He
      considers the disc.  Rath has a hunch, but wonders if he
      really wants to know.

                          RATH
               What's on this?

                          ELECTRA
               It's encrypted.  Breaking the 
               code on my laptop could take two, 
               maybe three hundred years.

                          RATH
               I thought you were a genius.

                          ELECTRA
               I am.  In fact, I was the best.

                          RATH
               Was?

                          ELECTRA
               I'm retiring, too.
                    (re:  disc)
               I wish I had an insight, but it 
               was all anonymous.  Just an 
               intercepted satellite    
               transmission.

      Rath knows that in this case, ignorance is bliss. 

      Rath stands, goes into the bathroom.

      Electra steps over to the bed.  The blanket has been
      "turned-down."  Two chocolate mints rest on the triangle.

                          ELECTRA
               There's only one bed.  I guess you
               picked up on that.

      Rath exits the bathroom, rolling two towels together.

                          RATH
               It's all yours.

                          ELECTRA
               You want the couch?

      Rath sets the roll on the floor.  He switches on a 
      ceiling light directly over it.  Electra watches, under-
      stands, but teases.

                          ELECTRA
               What's that, a trick of the trade?
               So you don't get too comfortable?
                    (off no answer)
               Why don't you just tie a string
               from your toe to the doorknob?

                          RATH
                    (doesn't think 
                    twice)
               The door opens in.

      Rath reenters the bathroom; Electra can't help but smile.


      BATHROOM

      Rath sits on the toilet seat and looks at his reflection 
      in the mirror.  He's not quite sure he knows who he's 
      looking at.  Sensing someone else, he looks down to where
      Pearl stares up at him.


      CHAIN HOTEL ROOM

      Electra is in bed.  The lights on her side of the room 
      are off.  Rath passes.

      He kicks off his shoes, sits on the floor.  He sets the 
      .22 down, stops short.  Electra has set one of the "turn
      -down" chocolates on his towel.  Rath picks it up. He 
      lies on his back, stares at the ceiling.  On her side, 
      Electra faces the other way.  As Rath unwraps the 
      chocolate...

                          ELECTRA
               Thanks.  

                          RATH
               For what?

                          ELECTRA
               I don't know.  Saving my life I 
               guess.

      A long moment of silence before...

                          RATH
               How'd you like to make a million
               dollars?

                          ELECTRA
               What do I have to do?
                    (looks over)
               Nothing cheap I hope.

      Rath smiles.  As he pops the chocolate into his mouth...


      EXT. DOWNTOWN STREET - MUSTANG - DAY

      Electra behind the wheel, in sunglasses and a kerchief.
      Rath in the passenger seat as they pull up to the curb.

                          RATH
               Follow our plan.  And if I don't
               show...

                          ELECTRA
               I know.  Split!

      Rath barely nods.  Reassuring a woman is a skill he never
      had.  He takes the laptop from the back, casts about the 
      front seat for something he can't find.  Electra holds up 
      the disc.  He reaches, but she doesn't give it to him.

                          ELECTRA
               In ten minutes you'll have two
               million dollars and no reason to
               come back.  I ditched you.  I 
               really didn't know you that well 
               at the time, but who knows, maybe 
               you hold it against me and --

      Rath gently crosses her lips with two fingers.  Then, 
      with absolute finality:

                          RATH
               Partners. 

      She gives him the disc.  Rath gets out of the car.  
      Electra watches as he disappears, swallowed by the crowd.

                          ELECTRA
               Be careful... Partner.

      Electra drives on.


      EXT. MONORAIL STATION - DAY

      Carrying the laptop, wearing sunglasses, Rath boards a
      northbound monorail.  The doors shut and it glides away.


      EXT. STREET BELOW MONORAIL - DAY

      As the monorail moves along above, the Mustang follows 
      below.  Her eyes looking up, Electra nearly rear ends a
      car slowing for a left turn.  As she swerves around it.


      INT. MONORAIL CAR - DAY

      Rath sits, his back to the window.  Turning on the 
      computer, he inserts the disc.  A list of file names 
      scroll across the screen.  


      EXT. MONORAIL TRACKS - DAY

      Two tracks run parallel.  The northbound train slows as
      it nears a southbound.  Reaching a station, the two
      trains stop directly across from each other.


      ANGLE BETWEEN TRAINS

      Two facing doors open.  Rath stands, partly concealed 
      behind one.  A courier behind the other.  He holds up an
      open briefcase.  Inside:  20 stacks of banded $1000 
      bills.

      Rath, his face hidden, holds up the laptop, the screen
      visible.  The laptop and briefcase are both closed.


      ANGLE ABOVE TRAINS

      All we see are hands as the briefcase is exchanged for 
      the laptop.  As both trains continue on their way.


      INT. MONORAIL CAR - DAY

      Rath holds the briefcase in his lap.  It feels good. 


      ANGLE ON WATCHER

      His back to Rath, reading the paper.  But watching Rath
      from a piece of reflective tape on the inside lens of
      his glasses.


      EXT. MUSTANG - DAY

      Electra drives, falling behind.  As the light turns red
      ahead, she swerves 'round traffic, shoots through the
      intersection inches ahead of the cross traffic.


      INT. MONORAIL CAR - DAY

      Picking his spot, Rath pulls down on the emergency stop
      cord.  The monorail lurches to a stop. 

      Rath grabs the release handle on the door, pushes it 
      open. 


      EXT. MONORAIL CAR - DAY

      Briefcase in hand, Rath leaps, lands on the roof of a 
      neighboring business. 


      INT. MONORAIL CAR - DAY

      The Watcher stands, but the doors close.  True to his 
      name, he can only watch as...         


      EXT. BUSINESS BUILDING - DAY

      Rath swings himself over the edge of the roof, drops down
      to the street below.      


      INT. MONORAIL CAR - DAY

      As the monorail continues, the Watcher loses sight, 
      doesn't see as...


      EXT. BUSINESS BUILDING - DAY

      Rath's only just gotten to his feet when the Mustang 
      pulls up, RADIO BLASTING.  Rath hops in and they tear 
      off.


      EXT. MUSTANG - DRIVING - DAY

      Rath grabs the briefcase from the back. 

                          ELECTRA
               It's in there?

      Rath nods.  As he swings the briefcase onto his lap, the
      RADIO LOSES RECEPTION. 

      Rath frowns.  He moves the briefcase away and the 
      RECEPTION RETURNS.  Rath looks around them.  Pedestrians
      everywhere. 

                          RATH
               Turn left!

      Hearing his urgency, Electra turns. 


      EXT. SIDE STREET - DAY

      Deserted.  Rath heaves the BRIEFCASE up with all his 
      might.  It soars straight into the air.  EXPLODES!  As 
      the air fills with shredded money...


      EXT. MUSTANG - DAY

      Electra slams on the brakes.  As she starts to get out,
      Rath holds her back.

                          ELECTRA
               But the money.

                          RATH
               Go.

      The street behind them is already filling with instant
      lottery winners.


      INT. MONORAIL CAR - DAY

      The Watcher hears the REVERBERATION, watches smoke rise
      in the distance.  He takes out a cell-phone, speed dials.

                          WATCHER 
                    (into phone)
               There's been an explosion. 

      He flips it shut. 


      INT. MUSTANG - DAY

      They continue.  Rath with quiet resolve. 

                          RATH
               No money.  No disc. 

      Though shaken, Electra suddenly smiles like the cat who 
      ate the canary.  Rath catches the look. 

                          RATH
               What? 

                          ELECTRA
               I wasn't sure you'd come back.  
               This morning I switched discs.  
               All they got was a list of file 
               names.  Bupkis. 

      Electra holds up the real disc.  Rath can't believe it. 

                          ELECTRA
               Zero, a goose egg, jackstraw, ni,
               nada, zot, zilch, squirt, a dry 
               hump, diddly squat.
                    (a beat)
               I read a slang dictionary once. 

                          RATH
               Keep reading.

                          ELECTRA
               Your contractor just tried to kill
               you.  That's not good.

      Rath nods.  He takes the disc from her, considers it.


      INT. MUSTANG - PARKED - DAY

      MOVE WITH Electra.  Carrying a paper bag, she exits a 
      gourmet market and crosses the street to the Mustang.
      Rath waits with Pearl and his computer. 

      As Rath sets up his computer, Electra treats Pearl to
      some caviar. 

                          ELECTRA
               Do you know that caviar is not a 
               Russian word? 

                          RATH
               Ikra.  It's ikra. 

                          ELECTRA
                    (surprised)
               How did you know that? 

      No answer.  There is a very particular reason that he
      knows this.  She watches him as he types in his access
      code.  Finally, Rath looks over at her.

                          RATH
               I had a friend... Nicolai.  He 
               told me. 

                          ELECTRA
               Had?

                          RATH
               Fifteen years ago.  He was taken.

                          ELECTRA
               Killed?

      Rath nods.  Before Electra can delve any deeper, the
      COMPUTER TERMINAL BEEPS.  Words appear.

      Contractor: Robert, is that you?

                          RATH
               That's right, you sonuvabitch,
               I'm still alive.

      Rath: I still have the disc.

      Contractor: We can make new arrangements. 

      Rath plays it cool.

      Rath: The price has changed. 

      WIDEN to show Electra watching over Rath's shoulder.  

                          RATH
               Let's see just how valuable he 
               thinks it is. 

      Rath: $20,000,000.

                          ELECTRA
               Twenty million?!  That's insane!

                          RATH
               May well be.

      They wait as the screen remains, unchanged.  The 
      Contractor is thinking it over. 

                          ELECTRA
               Where do you think this person is 
               right now?  A mile from here?  Ten
               thousand?

                          RATH
               I never thought about it.  Until 
               now. 

                          ELECTRA
               You quit your job.  You're 
               having thoughts you never had 
               before.  Sounds like a mid-life 
               crisis to me. 

                          RATH
               Yes.  You're it.

      Rath smiles.  The cursor flashes.  The answer is coming. 

      Contractor: It will take two days to arrange the 
      transfer.  What's the bank code and 
      account number?

      Pulling out a small notebook, Rath checks a bank account
      number.

                          ELECTRA
               I don't believe it.  Twenty million
               and he wants to know what the 
               account number is. 
                    (a long beat)
               Partners? 

      Rath nods, types in the information.

                          ELECTRA
                    (almost in tears)
               Ten million each!

                          RATH
               Eight.  The bank'll take twenty 
               percent. 

                          ELECTRA
               It's that kind of bank, huh? 

      Rath STARTS the CAR.  As they pull away...

                          RATH (V.O.)
               You have a passport?

                          ELECTRA (V.O.)
               Twelve.  Where are we going? 


      EXT. AIRPORT - DAY

      As the plane lands in the b.g., Bain types on his 
      computer.  It's set on the hood of his car.  Bain looks
      at the screen as...

      Contractor: Miguel?  Are you there?

      Bain lets the Contractor sweat. 

      Contractor: You know what I want?

      Bain pauses, types his one condition: 

      Bain: Say please.

      A long beat.  Bain watches with satisfaction as the 
      letters appear one-by-one:  P-L-E-A-S-E.

                                         HARD CUT TO:


      EXT. CARIBBEAN - LATE DAY

      Aquamarine that can only be the Caribbean.  Without 
      warning we WHIP UP OVER a sea wall, CLIMB hard ABOVE the
      ruins of a colonial Spanish fort.  HIGHER and a modern
      city spreads out below us.

      The CAMERA DROPS, CLOSES ON a beat-up local taxi.  As it
      bounces over blue cobblestones...

                          RATH (V.O.)
               The Hotel Paraiso por favor.


      INT. LOCAL TAXI - DAY (LATE AFTERNOON)

      Rath and Electra sit in the back, both in sunglasses.
      Electra looks out the window, taking everything in.  But
      Rath stares straight ahead.  He's been here before.


      EXT. HOTEL PARAISO - PLAZA COLON - LATE DAY

      The cab stops at a four-story, boarded, blackened husk.
      It's surreal, truly the shadow of its former glory.

                          RATH
                    (shocked)
               The Paraiso.  Why didn't you say?

                          CABBY
                    (thick English)
               You didn't ask.  Fire, Senor.  
               Years ago.  There was no money to
               rebuild.

      Rath gets out, stares up at the hotel.  Electra is out
      behind him.  Her attention drifts to the people around
      her, the bustle on the plaza.

      Rath only has eyes for a third-story Paraiso window.

      Electra looks at the International Bank across the way.
      It's a beautiful old building, the ornate black iron bars
      on the windows in great contrast to the white-washed con-
      crete walls.

                          ELECTRA
               Is that the bank?  Is that where
               our sixteen mil is?

      Rath isn't listening.  He's somewhere else.  She follows
      his gaze to a hotel third-story window.  It's spooky.

                          ELECTRA
               What's up there?

                          RATH
               He'll be.


      INT. HOTEL PARAISO - ATRIUM COURTYARD - LATE DAY

      A ruins.  Spooky even in the daylight.  Rath and Electra
      enter.

      She looks around, taking the place in.  Rath gestures her
      toward a rickety stairwell.  Up they go.


      INT. HOTEL PARAISO - THIRD FLOOR HALLWAY - LATE DAY

      TIMBERS CREAK as they make their way down.  Rath takes
      Electra's arm, guides her 'round a hole in the floor.
      They're going to a bad place.


      INT. HOTEL PARAISO - ROOM 302 - LATE DAY

      They enter.  Electra looks about as Rath goes to the
      window.  Pulling back on a decrepit shutter he looks
      across the plaza and remembers.


      FLASHBACK - EXT. PLAZA COLON - DAY (1980)

      The black and white of the prelude.  The plaza.  A 
      sniper's rifle in the window.  A figure steps out from 
      the bank.  We see more detail than before, but it seems
      to strobe AWAY FROM us.  The gunman is a younger Rath.
      The Mark seems familiar.  He looks up to the blank, is 
      shot down.

      As pigeons take wing.

                                         CUT BACK TO:


      INT. HOTEL PARAISO - ROOM 302 - LATE DAY (PRESENT)

      Rath is snapped from his reverie as real pigeons flap by
      the window.  Electra studies him.

                          ELECTRA
               Are you okay?

      Rath gestures her over.  He points to strategic spots 
      below as he talks.

                          RATH
               At ten o'clock tomorrow I'll enter
               the bank.  He'll be in the plaza
               somewhere.  In the crowd.  When he
               sees me go in, he'll move up here.

                          ELECTRA
               You're sure?

                          RATH
                    (nods)
               You'll be at the cafe.  You'll see
               him when he goes inside.  We'll 
               have two-way mics so we can talk.

                          ELECTRA
               What do we do after he goes 
               inside?

                          RATH
               We wait.

      Rath describes the rest not the way he planned it, but 
      the way he remembers it.

                          RATH
               It'll take all day, but he'll 
               begin to doubt himself.  He'll
               start to think he missed me.  
               He'll have to see with his own
               eyes whether I'm still in the 
               bank.  It'll be sunset, closing
               time.  He'll have to leave the 
               rifle here when he goes to the 
               bank.  There are metal detectors
               at the door.  When he's out of
               sight, you'll come in here and 
               take the rifle.

      Electra looks back at the bank.

                          ELECTRA
               What if he tries to shoot you
               before you go into the bank?

      Rath speaks like it was all written in stone.

                          RATH
               He'll wait for the prime shot.
               When I come out.

                          ELECTRA
               How can you be so sure?

                          RATH
               Because he likes history...
                    (a beat)
               Fifteen years ago I was at this
               same window.

                          ELECTRA
               Fifteen years...

      And as they stand side by side, suddenly everything is
      clear to Electra.

                          ELECTRA
               Oh my God.

      Rath finally looks at her.

                          ELECTRA
               Your friend Nicolai.  You said he
               was taken.

      Rath nods.

                          ELECTRA
                    (a whisper)
               You killed him...

      Rath doesn't answer.  And suddenly Electra is scared 
      again.  She looks at him a beat longer then does the only
      thing she can to protect herself:  she puts on her 
      sunglasses.

      We MOVE IN ON the lenses, see Rath reflected in them.


      EXT. NEW HOTEL - MAGIC HOUR

      The cab pulls away.


      INT. NEW HOTEL - LOBBY - NIGHT

      Rath and Electra walk through an archway and start
      upstairs.  In front of them walks a newlywed couple -- 
      kissing and giggling -- very much in love -- Rath pays 
      no attention while Electra can't take her eyes off them. 


      INT. NEW HOTEL HALLWAY - NIGHT

      They reach a landing.  To make things worse, they have 
      adjoining rooms.  Rath opens their door, enters.  Electra
      lingers, watches the other couple as he fumbles for his 
      keys.  Watches as she runs her hand over him.  He finally
      gets the door open.  He pushes her inside. 


      INT. NEW HOTEL - ROOM - NIGHT

      Electra listens to the sounds coming from the other side
      of the wall.  LAUGHTER quickly turning into PASSION.

                          ELECTRA
                    (sarcastic)
               You should check them out.  Maybe
               they're Interpol.

                          RATH
                    (in no mood)
               Not even professionals could pull 
               that act off.

      As the sounds become MORE MUFFLED, Electra grabs a glass,
      holds it to the wall.  Rath watches with distaste. 

                          RATH
               You're a voyeur.

      Electra looks at him, hears the disgust in his words. 
      But she has some in her own.

                          ELECTRA
               There are worse things. 

      Rath looks away.  There are.  Electra is possessed of 
      knowledge she can't understand, let alone forget. 

                          RATH
               Look, Nicolai and me... It's none 
               of your business. 

                          ELECTRA
                    (fierce)
               It is my business.  I'm with you!

      Rath isn't going to say anymore.  Electra turns back to 
      the wall as the sounds of PASSION BUILD.

                          ELECTRA
                    (a beat)
               I can't trust you.  You can't
               trust me.  How can we possibly
               help each other -

                          RATH
               I trust you.

                          ELECTRA
               Why?  Why do you trust me?

      He doesn't have an answer.  She picks up Pearl, walks
      into the bathroom.  As the door locks behind her.


      EXT. PLAZA COLON

      Almost deserted, a different story after sundown.  As the
      last fruit VENDOR shuts up his cart. 

                          BAIN (O.S.)
               Un momento.  Por favor. 

      The Vendor sighs, waits as Bain, carrying a nylon bag, 
      steps over.  He nods politely, scans the fruit, picks out 
      two apricots.  He hands the Vendor a twenty, walks on 
      without waiting for his change. 

                          VENDOR 
               Gracias, Senor. 

      MOVE WITH Bain as he strolls across the plaza.  Biting
      into the apricot, savoring the taste, he looks at the
      bank, at the big iron gates barring the front entrance,
      but also at the modern metal detectors just beyond.

      Taking another bite, he turns, scans the opposite side.  
      The Hotel Paraiso is even gloomier than the first time 
      we saw it.  By instinct, Bain settles on the same window 
      that Rath did.

      He walks to the bank entrance, imagines the sight line 
      back to the hotel.  Doing his homework. 

      Finishing the first apricot, Bain sets the second on a
      column ledge just to the right of the entrance.

      Bain crosses the plaza to the hotel.  Pulling free a 
      .24 nailed to the entrance, he steps inside. 


      INT. HOTEL PARAISO - LOBBY - NIGHT

      An atrium courtyard.  The burnt-out interior hall bal-
      conies stare down from four sides.  The ceiling is gone.

      Bain stares up at the moon.  It casts broken patterns of
      light across the walls and floor.  Bain seems almost 
      reverent.  Like he was in a holy place.

      Moving cautiously, Bain starts up the staircase, headed
      for the third floor. 


      INT. HOTEL PARAISO - ROOM 302 - NIGHT

      Bain enters.  We jump as a FLOOR BOARD gives way with a 
      SNAP.  Taking it in stride, Bain pulls his leg free,
      steps carefully over to a...


      THIRD FLOOR WINDOW

      Bain stares across at the entrance to the bank.  A good 
      clear view, the vertical angle not too EXTREME. 

      He unzips his bag.  Quickly, epertly, he puts together
      a sniper's rifle complete with a two-foot silencer.

      Holding up the rifle, he closes one eye, sights.  A CLICK
      as Bain squeezes the TRIGGER on an empty chamber.  He
      looks up from the sight, across the plaza.  This is good.


      EXT. NEW HOTEL - BALCONY - NIGHT

      Holding Pearl, Electra stands looking out at the city.
      What holds her attention is the procession moving down 
      the cobblestoned street, following a trail of marigold 
      petals to a nearby cemetery.  It includes children made 
      up as skeletons.  


      INT. NEW HOTEL - HALLWAY - NIGHT

      A WAITER pushes a room service cart.  We don't see his
      face, but we suspect the worst.  As he reaches the door
      to Rath and Electra's room...         


      INT. NEW HOTEL - ROOM - NIGHT

      Rath looks up at a KNOCK on the door.  Drawing his .22,
      he steps over, stays to the side of the door.

                          RATH
               Who is it?

                          MUFFLED VOICE (O.S.)
               Room service.

      Rath places the end of the silencer against the door --
      head level.

                          RATH
               I didn't order room service.

      As he cocks back the trigger, Electra steps in from the
      Balcony.

                          ELECTRA
               I did.

      Rath pulls the gun away, pauses a moment to collect
      himself.  He holsters it, opens the door.  The Waiter
      smiles, rolls the cart in.        

      As he sets up the plates, Electra steps over.

                          ELECTRA
               Excuse me.
                    (points out balcony)
               What's happening out there?

                          WAITER
               The Day of the Dead, Senora.

                          ELECTRA
               What are the flowers for?

                          WAITER
               Families make a path from their
               homes to the cemetery.  So the
               souls of the dead loved ones can
               find their way back home.

      Electra is fascinated.  As the Waiter finishes, Rath tips
      him and he exits.

                          ELECTRA
               Can we go?

                          RATH
               He'll be here by now.  This room
               and the bank.  That's it.

      Disappointed, she sets Pearl down and steps back out on 
      the balcony to watch.     

      Rath pours himself a drink.  As he does, he notices
      something.  There's a slight tremble in his hand.  He
      sets the drink down, looks to the balcony.  After a 
      moment, he steps over, stops to the side of it.

                          RATH 
               I wish I could explain why I 
               killed Nicolai.  I may have been 
               manipulated.  I don't know.
                    (a beat)
               For what it's worth, I'm sorry I
               did it.

      A beat.  He waits for her to say something, can't really
      blame her when she doesn't.

                          RATH
               I used to hope the same thing
               would happen to me.  A least it's
               a way out.

      It may.  Finally, Rath steps out to be with her.

                          RATH
               Electra...


      EXT. BALCONY - NIGHT

      Rath steps out.  Electra's gone!  Not on the ground a 
      floor below.  Nowhere in sight.  Rath looks to the 
      cemetery and the fire escape leading from the balcony
      down to the cobblestone street below.


      EXT. OLD CEMETERY - NIGHT

      A procession emerges from a tunnel, through old gates and
      into a cemetery.  It includes some American tourists.  
      Marigold petals and candles are everywhere.  There are 
      headstones, many of which lie flat.  Also much well-made
      statuary.

      Two local women stand to one side selling coffee and
      shaved ice.  Solemn, but not dreadfully so.

      Stepping up from the shadows of a darker part of the
      cemetery is Electra.  She looks on eagerly.  This is
      prime people-watching territory.

      She spots the coffee women, starts to move in closer.  As
      she passes behind a larger memorial, she hears...

                          BAIN (O.S.)
               Hola.  Que pasa?

      Electra freezes, peeks around the memorial to see Bain 
      not more than four feet away, standing near the coffee 
      women.  They smile at him.  He seems respectful.  In 
      fact, as Bain watches the ceremony, he's in his element.

      He speaks, almost like he's addressing the women, but not
      really.  Electra can't take her eyes off him.

                          BAIN
               Death is like me.  Quiet, a 
               little scary.  Sharp, he's real
               sharp.  And even though you want
               to stay away from him, you can't.  
               He draws you.  You dig him and 
               fear him at the same time.  
                    (laughs)
               I'm a million years old, but I
               look like I'm thirty.


      ELECTRA  

      She hurries away into the shadows.  In the gloom, she 
      nearly trips over a headstone.  In the process she sends 
      an old GLASS CANDLE HOLDER flying.  As it SMASHES...


      BAIN

      At first we don't think he heard it, but then he turns,
      looks back into the darkness.  He's going to turn back to
      the ceremony, but he can't.  It's instinctual. 

      Reaching into his jacket, Bain heads into the darkness.
      The two women watch him go.  One looks to the other,
      makes "crazy circles" around her ear with a finger.


      DARKENED CEMETERY

      Electra moves.  Hears someone behind her.  Or was it to 
      the left?  She ducks behind an angel statue.  Moments 
      later, Bain steps up.  Electra holds her breath as he 
      scans the area.  All of Bain's senses are working, 
      including smell.

                          BAIN
                    (under his breath)
               Jasmine...

      His .22 in hand, Bain moves on.

      Electra stands, moves back.  She hasn't gone far when a
      hand slaps down over her mouth.  It's Rath! 


      BAIN

      He's starting to get a little spooked himself.  Sure 
      that he's cornered someone, he leaps around a corner,
      takes aim down a row of tombstones.  No one's there.


      RATH AND ELECTRA

      Rath's feeling the same way.  Motioning for her to stay
      put, he creeps around a statue, sees Bain, draws a bead 
      -- but a large group from the procession moves in between
      them -- when they clear, Bain is gone.  Rath takes 
      Electra's hand and they move on.


      BAIN

      Looking about, the feeling passing.  Then he spots it, a
      Jasmine in a vase by a stone.  Bain takes a sniff.  
      Laughing, he turns, heads back to the ceremony.


      INT. NEW HOTEL - ROOM - NIGHT

      Electra enters followed by Rath.  Rath is exhausted from
      the past tension.  Electra watches as he locks the door,
      leans his forehead against it.  Finally...  

                          ELECTRA
               Am I attractive?

      Rath looks at her a beat, nods.  She is. 

                          ELECTRA
               Are you attracted to me?

                          RATH
               Yes.

                          ELECTRA
               Is it a physical thing or a mental
               thing?

                          RATH
               Both.

                          ELECTRA
               When did it start?

                          RATH
                    (a beat; almost shy)
               When you were shooting at me.

                          ELECTRA
               That's strange, don't you think?
                    (a beat)  
               You're a strange man, Robert Rath.

                          RATH
               Joseph.  My real name is Joseph.

      For a man like Rath, this is like giving her the Hope 
      Diamond.  Electra knows it.  A beat and then...

                          ELECTRA
                    (savors the sound)
               Joseph... I'm Anna.  It's awfully
               nice to meet you. 

      She holds her hand out like a promise.  All Rath has to 
      do is take it.  He does.  They come together.  Kissing, 
      wanting, needing contact.  And they're on the bed.  Never 
      have two people needed each other more.  As Pearl runs 
      out of the room...


      INT. NEW HOTEL - ROOM #2 - NIGHT

      Lying in their bed, the newlyweds listen to the sounds of
      LOVEMAKING coming from the room next door.  As they smile
      at each other...


      EXT. BANK ENTRANCE - CLOSE ON APRICOT - NIGHT

      that Bain left here.  Dewy, glistening.  Without warning,
      it EXPLODES into a thousand pieces.

      WHIP PAN TO:


      INT. HOTEL PARAISO - ROOM 302 - NIGHT

      Bain lowers the rifle.  Slowly, solemnly, he raises his
      forefinger to heaven.  Tomorrow he will be number one.
      And Rath's dream of a new life will die.


      EXT. PLAZA COLON - DAWN

      Deserted as the sun casts an early morning glow.


      INT. NEW HOTEL - ROOM - COMPUTER SCREEN - DAY

      Contractor: The contract has been paid.
      Transferred to the specified account.

      Rath and Electra look from the screen to each other.
      More than partners this morning.

      Rath: And the disc?

      Contractor: You'll be advised.  Good-bye, Robert.

      The screen goes blank.  Rath switches it off.  Sitting in
      front of the remains of a huge breakfast, Electra pours
      herself coffee.

      Rath opens a case.  He takes out two small "hearing aid"
      mics.  He sets them on the table alongside his gun.
      Electra immediately scoops up one of them.

                          ELECTRA
               Two way?

                          RATH
                    (nods)
               Remember, you tell me when he 
               leaves the hotel; I'll tell you
               when he leaves the bank.
                    (a beat)
               We're gone.

      Electra nods.  Rath hands her his .22.

                          ELECTRA
               What's this for?

                          RATH
               Just in case.

      Electra moves to hand it back, but Rath doesn't take it.

                          ELECTRA
               I don't think I could shoot 
               someone.  

                          RATH
               Did you play Cowboys and Indians
               when you were a kid?

                          ELECTRA
               Sure, but this --

                          RATH
               Which were you?

                          ELECTRA
               An Indian.  Always an Indian.

                          RATH
               Then pretend he's a cowboy and
               pull the trigger.  You can pretend 
               he'll just get up after, but you 
               pull the trigger.

      For Electra, this is getting a little too real.


      INT. BANK - DAY

      Glossed with light.  We PULL BACK and see other squares.
      Black and white.  Like a chessboard.  A woman's HEELS
      CLICK past.  RISING HIGHER, we see the woman walking.  A
      man crosses behind her going the other way.  HIGHER STILL
      and we realize we're looking at the black and white 
      marble floor of the...


      INT. BANK - DAY

      The ceilings are vaulted and vast, the suspended lights
      baroque.  An enormous clock (10:00 AM) hangs from the 
      wall.  With its massive oil paintings and bronze statues,
      the bank could be a museum.

      Armed guards stroll the floor.  Customers go about their
      business.  Carrying a large black briefcase, Rath steps
      onto the checkered floor.


      EXT. OUTDOOR CAFE - DAY

      Set just off the plaza with a view of the side of the 
      hotel and the front of the bank.  Electra sits on the
      patio sipping a thick, almost sludgy espresso.  She
      hears Rath over her ear-piece.

                          RATH (V.O.)
               I'm in the bank.  He'll move now.

      She scans the plaza, nervous.

                          ELECTRA
               I don't see him.  I --

      There.  Across the Plaza.  Bain glides through the crowd
      like a shark.  Headed for the Hotel Paraiso.


      INT. BANK - DAY

      Rath waits for a teller.  Electra whispers in his ear.

                          ELECTRA (V.O.)
               He's here.


      EXT. OUTDOOR CAFE - DAY

      The owner brings a second espresso, steps away.  Electra
      downs it in a gulp as she watches Bain disappear between
      a gap in the boarded-up, burned-out hotel.

                          ELECTRA
                    (scared)
               He's going in.  He's in the 
               hotel.


      INT. BANK - DAY

      Rath hears the fright in her voice.

                          RATH
               That's what we want.  Try a 
               decaf.

      Rath steps up to the TELLER.

                          TELLER
               May I help you, sir?

                          RATH
               Yes.  Could you check on a 
               transfer for me?

      Rath slides a withdrawal ticket over.


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Bain steps into the same room we saw him in last night.
      He reaches overhead into some charred, half-collapsed
      timbers, pulls down the silenced sniper's rifle.

      Stepping to the window, Bain aims at the bank entrance.  
      Through the scope he follows an exiting man.  The cross-
      hairs are right on the man's forehead.  Bain pulls the
      trigger.  CLICK.

      Satisfied, Bain slaps a magazine into the rifle.  Reach-
      ing into his pocket he pulls out an orange.  Watching 
      the bank, he starts to peel it.  He reaches into a 
      duffel bag, pulls out his small keyboard and a set of
      headphones.  He plugs in the phones, begins to play, 
      always watching the bank.


      INT. BANK - TELLER'S WINDOW - DAY

      The Teller returns with a BANK OFFICIAL.  He carries a
      printed receipt, wears a great big smile.

                          OFFICIAL
               Senor.  We have received your 
               transfer.

      He hands the receipt to Rath who sees a "two", counts the
      zeros after it.  There are seven of them.

                          RATH
               I want to close this account.  
               Could you get the paperwork 
               together?

      The smile fades.

                          OFFICIAL
               Today?  You wish to close the
               account today?

      Rath nods solemnly.  No joking here.

                          OFFICIAL
               How would you like the funds?

                          RATH
               American currency.

      It's all the Official can do to keep from crossing him-
      self.  He looks around, catches the eye of the one man in
      the building who looks even more official than he does --
      the BANK PRESIDENT.

      The President steps over, confers with his underling in
      low tones.  In Spanish.  Occasionally the President 
      glances at Rath, but mostly he listens.  Finally...

                          PRESIDENT
               You're aware, Senor, that there
               may be... a withdrawal fee?

                          RATH
               Yes, I am.

      The President looks to the Official, nods.  As the
      Official hurries off, the President looks back to Rath.

                          PRESIDENT
               This will take some time.

                          RATH
               I have all day.

                                         DISSOLVE TO:


      EXT. SUN

      High in the sky.  White hot.


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Bain sits in a charred chair staring out the window, his
      back soaked with sweat.  He rubs his eyes.  One at a 
      time.  He's afraid to blink lest he miss something.  He 
      checks his watch, raising it to eye level, rather than 
      look down.

                          BAIN
               What are you doing in there?

      The heat in the room makes it hard to even breathe.  
      There!  A man walks out of the bank dressed like Rath.

      Bain's body snaps erect.  Leveling the rifle, he sites 
      the man's head.  He's about to squeeze the trigger when 
      he realizes it's not Rath.

      Bain wipes the sweat from his forehead, leaves a smear of
      black from the charcoal.  Fumbling for his bag, he pulls
      out a container of bottled water.  He drinks, never once
      taking his eyes off the bank.

                          BAIN
               Relax, baby.  Calmate...


      EXT. PLAZA COLON - DAY

      The shadows are getting longer, stretching out toward the
      bank where...


      INT. BANK - DAY

      Rath sits in a big, highback leather chair.  Cool as a
      cucumber, he watches the traffic in the lobby.  The big
      clock reads 3:10.

                          RATH
               Talk to me.


      EXT. CAFE - DAY

      Electra watches the hotel, a sixth empty espresso cup
      before her.

                          ELECTRA
               No sign of him.  He's just sitting
               up there, same as us.

      INTERCUT the following:


      INT. BANK/EXT. CAFE - DAY

                          RATH
               No.  I mean talk to me.  Tell me
               some of that weird stuff you 
               know.

      Electra smiles, thinks a beat.  An old man in a beat
      fedora passes by.  Inspiration.

                          ELECTRA
               You know the expression, 'Mad as
               a hatter'?

                          RATH
               Alice in Wonderland, right?

                          ELECTRA
               Yeah, but it's a real thing.  Hat
               makers, hatters, they used 
               mercurous nitrate to make felt
               hats.  They'd absorb it through
               their skin and some of them went
               insane.  No one knew why at the
               time.  As long as their hats fit.

      Rath is amused.

                          RATH
               Tell me another one.

                          ELECTRA
                    (coy)
               Well, there's 'Mad as a March 
               Hare.'

                          RATH
               What's that, rabbit hat makers?

                          ELECTRA
               Hares are bold, wild in March.
               March is when they mate.
                    (a beat)
               I think the correct term is 
               'rutting.'  Wild rutting bull
               bunnies.

      As Rath smiles to himself.


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Teeth gritted, Bain rocks side to side.  He has to 
      urinate.  Bad.  He tries to scan the faces coming out 
      of the bank, but the situation has become intolerable.

                          BAIN
               Esto es una locura!

      Always watching the bank, he grabs the empty water 
      bottle, unzips his pants and begins refilling it.


      INT. BANK RESTROOM - DAY

      INTERCUT Bain's discomfort with Rath in the bank's 
      elegant restroom.  He stands at the sink, pats his hands 
      dry on a towel.  Not a trace of sweat on his brow.


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Spotting someone exiting the bank, Bain drops the bottle
      of urine, spilling it, to grab for his rifle.  He looks
      through the scope.  Not Rath.  As Bain curses...


      EXT. CAFE - DAY

      Concerned, the owner starts for Electra with another cup
      of espresso.  Seven empties dot her table.  She looks
      over, waves him off.  No mas.


      INT. BANK - DAY

      The sun clock on the wall reads 5:10.  After a long beat,
      the MINUTE HAND CLICKS over to 5:11.  PAN DOWN TO where
      the Bank President approaches Rath.

                          PRESIDENT
               Senor, we've deducted our fee 
               and are making a second count.  
               The funds will be available in 
               one half hour.


      INT. HOTEL PARAISO - ROOM 302 - DAY

      The sun is getting low, filling the room with golden 
      light.  Bain is just a knot by the window.  As a large 
      group exit the bank, he scans faces through the scope.  
      Frantically as they disperse.  No Rath.

      Bain pounds the butt of the rifle down, splintering a
      floorboard.  He checks his watch.  5:47.  In fifteen
      minutes the bank will close.  Maybe he missed him...

      Bain stands up.


      EXT. CAFE - DAY

      Electra sits up almost in shock as she sees Bain emerge
      from the shadows of the hotel.  He moves with purpose,
      shoving aside people who don't get out of his way.

                          ELECTRA
                    (almost shouting)
               He's coming.
                    (a whisper)
               He's coming.


      INT. BANK - DAY

      Rath looks up at the clock, frowns as he remembers.

                          RATH
               He waited four minutes longer 
               than I did.

                          ELECTRA (V.O.)
               What?

                          RATH
               Go.


      EXT. CAFE - DAY

      Electra moves for the hotel, enters.


      INT. HOTEL PARAISO - LOBBY - DAY

      Watching her footing, Electra heads up the main stair-
      case, on her way to the third floor.


      INT. BANK - DAY

      The Bank Official carries Rath's briefcase to the 
      President's desk.  It looks heavy now.  The President 
      looks to Rath who motions he'll be one moment.

                          RATH
                    (into mic)
               Where are you?


      INT. HOTEL PARAISO - BURNED-OUT HALLWAY - DAY

      Electra counts doors, enters... 


      ROOM 302

                          ELECTRA
               I'm in 302.

      She's ready to grab the rifle and run.  The only problem
      is, it's not here.  She checks behind a blackened 
      mattress leaning against the wall.  Nothing...

                          ELECTRA
               It's not here.  The rifle's not here. 


      INT. BANK - DAY

      Rath is horrified.

                          RATH
               Get out of there.  


      EXT. PLAZA COLON - DAY

      Bain strides across the plaza, a maniac gleam in his eye.
      The bank is just ahead. 


      INT. ROOM 302 - DAY

      Electra looks through the lathing into 301.  Maybe she 
      has the wrong room.  But as she turns, she spots it.  
      Bain's rifle stashed up in the rafter.

                          ELECTRA
               Wait.  I got it!


      INT. BANK - DAY

      Relief replaces the nausea.

                          RATH
               Okay.  Go.


      INT. BANK - DAY

      As Bain charges in, Rath removes the ear-piece, pockets
      it. 


      INT. ROOM 302 - DAY

      But as Electra steps forward, the floor gives out at her
      feet.  She falls, jerks to a stop as her ribs wedge into
      the hole.  She cries out in pain.


      INT. BANK - DAY

      Soaked in sweat, his eyes covered by sunglasses, Bain
      scans the lobby.  Rath sits, waits, unaware of Electra's 
      plight.

      Turning, Bain spots him.  A man seemingly without a care 
      in the world.  Confused, Bain's first instinct is to run.  
      But then, taking a breath, he starts for Rath.

                          BAIN
               How'd you know?  Who told you?

                          RATH
               History -- Nicolai.  Fifteen years 
               ago I walked into this bank just 
               like you are now.  That makes you
               good.  Because I was the best.
                    (a beat)
               But right now you feel like a mark,
               don't you?

      The words sting.

                          RATH
               You think you've been sold out. 
               You don't trust anyone.  It's the
               first commandment.  It's what 
               keeps you alive.  

                          BAIN
               And you, Antiquado?  Who can you 
               trust?  No one.  You're alone, 
               same as me. 

      If Bain only knew how wrong he really was. 


      INT. ROOM 302 - DAY

                          ELECTRA
               Rath.  I'm stuck.

      No answer.  Electra follows the ear-piece cord to the
      transmitter unit under her shirt.  A tug reveals it's
      smashed from the fall.


      INT. BANK - DAY

      Bain's nervous, watching anyone who comes near them.

                          RATH
               Why the sunglasses, kid?  Can't
               you look me in the eye?

      Bain turns defiantly toward him, seething with energy.

                          BAIN
               You and Nicolai.  Me and you.
               History will repeat.

                          RATH
               If you were really a student of
               history, you'd know we're just
               pawns.  The contractor is number
               one.

      Not listening, Bain glances toward the back of the bank.

                          RATH
               There's sixteen million coming 
               out of there.  I could give it to
               you right now to let me walk.  You
               wouldn't take it.

                          BAIN
               You're pathetic.  You sound like
               a mark.

                          RATH
                    (smiles sadly)
               No.  I just know where you're
               going.

      Bain takes off his sunglasses, looks Rath in the eye.
      Bain suddenly doesn't look so nervous.

                          BAIN
               I tell you, that night, in the 
               cab, I thought I was lucky to 
               be alive.  Now I think different.  
               You were the lucky one.

      Rath sits calmly, stares back at him.

                          RATH
               You're right.  I am lucky.

                          BAIN
               No more chit chat. 

      A beat.  And then, Bain winks.

      Turning, he heads for the exit.  As he disappears, Rath
      reaches into his jacket, sticks his ear-piece back in.

                          RATH
               Electra, where are you?  

      No answer.  Rath frowns.

                          RATH
               Electra?  


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Panic is setting in as Electra struggles in vain to free
      herself...


      INT. BANK - DAY

      Rath looks up as the Bank President and guards step over.
      One carries the briefcase. 

                          PRESIDENT 
               Everything is in order, Senor. 


      EXT. PLAZA COLON - DAY

      Trying to look three different ways at once, Bain crosses
      the plaza in long, pounding strides.


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Slowly, painfully, carefully, Electra eases herself from
      the hole she's in.  Almost out, she slips back.


      INT. BANK - $16,000,000 - DAY

      in the open briefcase.  Held by one of the guards.  The
      Bank President closes it, looks over at Rath.

                          PRESIDENT
               This is awkward, not really my 
               affair.  But I was told you would 
               give us something.  In return.

      The guards look formidable.  As Rath's eyes narrow.


      EXT. HOTEL PARAISO - DAY

      As Bain blasts inside...


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Almost out, Electra pulls herself free.  It hurts.  And
      then, she hears BAIN TEARING UP the hotel STAIRS.


      INT. BANK - DAY

      As Rath hands the disc over to the almost apologetic Bank
      President.  He sticks it in a scanner similar to the one
      Bain used.  The light flashes green.  It checks out.  The
      guard hands Rath the briefcase.  The President gestures 
      toward the exit.  The clock reads 6:03. 

                          PRESIDENT
                    (smiling)
               And now, we are closed, Senor.


      INT. HOTEL PARAISO - ROOM 302 - DAY

      Electra reaches to the rafter, but can't quite get the 
      rifle.  Bain sounds awfully close.  Terrified, she 
      reaches again.


      INT. HOTEL PARAISO - 3RD FLOOR HALL - DAY

      Here he comes.  Like a wild beast.  He charges into...


      INT. ROOM 302 - DAY

      Electra is gone.  Bain charges to the spot, on tiptoes,
      pulls down his rifle and bag.  Whipping to the window, 
      he sites through the scope.  The stairs are empty. 

                          BAIN
                    (intense)
               Step outside, Rath.  Step outside
               and I'll set you free.


      ANGLE BEHIND BURNED MATTRESS

      Here she is.  Trembling, Electra peeks out, sees Bain's
      back.  At the window.  Fifteen feet away.


      INT. BANK - DAY

      Rath walks toward the exit, closely followed by the 
      guards and Bank President.  One long walk.  Like a 
      man being released from prison, or is he on his way 
      to execution dock?  We'll know in a few moments.


      INT. ROOM 302 - DAY

      Bain's attention is riveted to the hotel steps.

                          BAIN
               Come on.  Orgulloso toro.  I got the
               sword right here.  There's no shame.  
               I promise you won't feel a thing.

      Behind him, behind the mattress, Electra raises Rath's
      .22, her hand shaking like crazy.


      INT. BANK - EXIT - DAY

      No flood of light this time.  In fact, it looks dark 
      outside.  Rath is crowded from behind by the guards.

                          PRESIDENT
               Thank you for your business, Senor.

      Practically pushed into taking a step outside, every-
      thing is suddenly spinning out of his control.  As the
      big doors shut behind him...


      INT. ROOM 302 - DAY

      Bain has Rath in the doorway.  Not quite a clean shot, 
      but Bain's willing to wait.

                          BAIN
               Take a step.  Just one little step.

      Electra's knuckles are white around the .22's grip.  But 
      she can't pull the trigger.  Bain isn't a cowboy and she's
      not an Indian.


      EXT. BANK - DOORWAY - DAY

      Rath looks from side to side.  There's no car waiting.
      In fact, the Plaza is nearly deserted.

                          RATH
               Electra?  Are you there?

      Head down, there's only one way to find out.  Rath 
      starts down the stairs.


      INT. ROOM 302 - DAY

      Bain leans forward, his aim rock steady.

      The crosshairs are an "X" on the top of Rath's head.

                          BAIN
               Look up.  I want to see your eyes.

      Electra better act.  Now's not the time to be a voyeur.


      EXT. PLAZA COLON - DAY

      Rath stops, slowly looks up.  He sees the rifle's long
      silencer jut from the window, Bain's shadow beyond it. 
      He's a dead man, but the worst part is not knowing where
      Electra is.  Was he deserted?  Is she in trouble?  In 
      another second, it won't matter.


      INT. ROOM 302 - DAY

      About to pull the trigger, Bain hesitates... 


      BAIN'S POV - THROUGH RIFLE SCOPE

      He sees the mic in Rath's ear, the cord snaking under 
      his shirt.


      ROOM 302

      Bain frowns, then sniffs the air.  There's something 
      strangely familiar in it.

                          BAIN
               Jasmine.

      Bain whips a look back over his shoulder, sees Rath's 
      .22, Electra who practically shrugs in apology.  

                          ELECTRA
               Howdy...

      The .22 SILENCER kisses the air.  Bain's shoulder erupts 
      red.


      EXT. PLAZA COLON - DAY

      Pigeons take wing as Rath sees the RIFLE twist up, FIRE
      wildly into the sky.  A beat and Rath dashes forward.


      INT. ROOM 302 - DAY

      The rifle dropped, Bain grabs his bag and charges for the
      wall.  Electra FIRES TWICE more, misses twice as Bain 
      crashes through the lathing into...


      ROOM 301

      Stumbling blind, he falls.  The floor opens beneath him 
      to let him pass.


      EXT. PLAZA COLON - CAFE - DAY

      Rath races for the hotel.  Past a man picking up coffee
      cups.


      INT. THE HOTEL PARAISO - ROOM 301 - DAY

      Electra steps up.  The .22 trained on the hole, she 
      looks down.  Bain's bag is there, but the man himself
      is nowhere in sight.  A ghost.  Electra moves.


      INT. 2ND FLOOR HALLWAY - DAY

      Bain on his back, aiming his own .22 at her footsteps
      overhead.  He FIRES.


      INT. 3RD FLOOR HALLWAY - DAY

      There's no warning blast, just BULLETS silently drill-
      ing the floor at her feet.  Electra runs, aware the 
      floor could collapse under any given footfall.


      INT. 2ND FLOOR HALLWAY - DAY

      Bain moves to the railing, aims at the stairs.

      Electra appears on the landing above, freezes as she 
      realizes she's exposed.

                          RATH (O.S.)
               Bain!

      Rath in the lobby.  Before Bain can target him, he's 
      gone.

      So is Electra.

                          BAIN
               Two against one.  Is that your
               edge, Rath?  You didn't take the 
               mark.  You took the bribe.

      Bain starts for the stairs.

                          BAIN
               I'll take her, even the odds!

                          ELECTRA (O.S.)
                    (scared somewhere)
               I think he's serious, Rath!


      ROOM 205

      Rath pulls himself up through a hole in the floor.

                          RATH
               You've got something of mine, 
               Electra.


      3RD FLOOR HALLWAY

      Electra looks at the .22, gauges Rath's position from his 
      voice.

                          ELECTRA
               When do you want it back?!

                          RATH (O.S.)
               Now!


      ATRIUM - HALLWAY BALCONIES

      Electra appears at the third floor balcony.  Rath at the
      second, a little further down.  Bain turns the corner on 
      the staircase.

      As Electra tosses Rath the .22, Bain FIRES.  Time slows.

      Rath's hand closes around the gun even as he's hit in 
      the shoulder.  Stumbling back, he RETURNS FIRE.

      Electra has disappeared from the railing as Bain con-
      tinues after her.  And getting to his feet... 

      Rath gets to his feet and motors.


      3RD FLOOR

      Light plays through the lathing.  Every creak could 
      mean your life.  INTERCUT BETWEEN Rath, Electra and 
      Bain as they play the equivalent of the hedge-maze 
      game.

      Bain FIRES at a shadow moving against a wall three 
      rooms away.

      Electra nearly steps into a gaping hole as she looks 
      back at a sound behind her.

      Rath wheels as the Electra WHISPERED NAME "Rath" ECHOES 
      oddly.  No way to tell where it came from.


      3RD FLOOR HALLWAY

      The full length stretched before us.  Electra steps 
      out from a room.  Rath appears at the other end.  As 
      she starts toward him, Bain steps out from the opposite 
      end.  She's about to get caught in one hellacious 
      crossfire.

                          RATH
                    (dashing forward)
               Down!

      As Electra hits the deck, Bain leaps forward with a 
      rebel yell.  The two men unload their silent .22's.  
      Sprinting at each other.  Bain shouting.

      Rath jerks to a sinew-stretching stop as his right leg 
      goes through the flooring.  He FIRES... 

      And as Bain's hit in the thigh, he goes down.  Disappears
      through the floor right at Electra's feet. 


      INT. FLOORS - DAY

      MOVE WITH Bain as he tumbles.  Breaking, then continuing 
      his fall at each floor he encounters.


      3RD FLOOR HALLWAY

      Rath and Electra look THROUGH the hole.  No ghost this
      time.  Bain's down there.  Motionless, nearly buried 
      in debris.  Rath looks up at Electra.

                          RATH
               Don't move.

      Rath starts down the hall.  A beat and Electra is 
      following right behind him.


      INT. HOTEL PARAISO - LOBBY - DAY

      The light from the lowering sun slips through gaps, 
      cracks and broken window panes, casting surreal patterns.

      Rath steps over to where Bain lies broken.  .22 aimed at
      Bain, he turns to face Electra as she comes up behind.

      They embrace a moment before he pulls away.  The only way
      to describe him is pissed with joy.

                          RATH
               You weren't supposed to be here.
               What happened?  What the hell
               happened?!

      Before Electra can explain...

                          VOICE (O.S.)
               That's no way to talk to a lady.


      INT. LOBBY - DAY

      A chill down Rath's spine.  He wheels, but the voice has 
      no source.  Till The CONTRACTOR steps out of the shadows,
      holds a .22 about a foot from Electra's head.

                          CONTRACTOR
               It's been a long time, my friend.

      Rath turns, is stunned at the sight.

                          RATH
               Nicolai.

                          NICOLAI/CONTRACTOR
               The years have been good to you,
               Robert.
                    (re: gun)
               Put it down.

      Nicolai motions to Rath's gun.  Rath has no choice.  He
      drops it.  Nicolai gestures toward Bain.

                          NICOLAI
               Miguelito?
                    (as Rath nods)
               I never pictured him so young.  A
               shame.  Second best after all.

      Electra can't believe what's happening.  She looks from
      Nicolai to Rath.

                          ELECTRA
               You killed him.

                          NICOLAI
                    (smiles)
               He did.

      Nicolai opens his jacket to reveal a bulletproof vest.

                          NICOLAI
                    (to Rath)
               Walking out of that bank was the
               worst moment of my life.
                    (to Electra)
               He always went for the heart.
               Predictable.

      Nicolai holds up a flattened slug, tosses it to Rath who
      lets it land on the floor.

                          RATH
               Fifteen years, fifteen goddamn
               years you let me think I killed
               you.  You sonuvabitch.

                          NICOLAI
               You're forgetting you shot me.
               You sonuvabitch.

      Rath can't argue the facts.

                          NICOLAI
               The Cold War was ending.  I needed
               to die.  To leave no past behind.
               You delivered me.
                    (looks to Electra)
               You, my darling, must be the mark.

                          ELECTRA
               And you, my darling, must be the
               contractor.

                          NICOLAI
                    (nods; to Rath)
               I'm disappointed, Robert.  You
               were supposed to kill her.

      Rath is the only one aware that Bain has come to.

      With his free hand, Nicolai pulls the disc from his
      pocket, looks to Electra.

                          NICOLAI
               You're a thief.  A good one.

                          ELECTRA
                    (looks to Rath)
               I'm retired.

                          NICOLAI
               I had to use both my best to
               track you down.

                          ELECTRA
                    (re: disc)
               Let me guess.  There's something 
               on there that would bring you
               back to life.

                          NICOLAI
                    (nods)
               You're very good.  Also a shame.

      Rath and Nicolai regard each other grimly.  A moment of
      truth is at hand.

                          ELECTRA
                    (scared)
               Hey, can't you two just kiss and 
               make up?

      Nicolai smiles at her, picks the briefcase up off the
      ground.  At the same time, Bain's hand moves almost
      imperceptibly to his gun a few inches away.

                          NICOLAI
               This is sad for me, Robert.
               Sentimental, but I didn't want
               to find you alive.
                    (a beat)
               First things first.

      Nicolai motions Rath to take a step aside.  Nicolai moves
      forward.  Leaning over Bain, he holds the .22 to the base
      of his skull.  The coup-de-grace.

                                        NICOLAI
               Always make sure.  You should've
               known better.

      As Nicolai's finger tightens, Rath dives for his own gun.
      Nicolai swings his aim for Rath enabling Bain to grab
      his own .22.

      Bain FIRES from the rubble, drills Nicolai up through the
      chest cavity.

      Nicolai drops.  Rath rolls to his feet, aims at Bain who
      swings his aim to Rath.  But neither man fires.  

                          ELECTRA
               Don't do this.

      Finally, Bain sticks out his free hand.

                          BAIN
               Ayudame...
                    (sighs)
               Help me up, will you?

      Rath takes his hand, pulls Bain, bloody, covered in soot,
      to his feet.  As Rath stares down at Nicolai.

                          RATH
               I'm gone.

      Bain considers the implications.

                          BAIN
               That would make me number one.

                          RATH
               I can live with that.  Can you?

                          BAIN
               Absolutamente.  Companeros.

      Bain turns his aim away.  Rath does the same.  Electra
      breathes a sigh of relief.  Rath moves toward her.

                          BAIN
               I'm sorry, Rath.

      Rath freezes as he hears the HAMMER COCK behind him.  
      Bain has him dead, the .22 aimed at the back of Rath's
      head.

                          BAIN
               As long as you're out there,
               I'll never be number one.

      Feeling like a fool, Rath looks across at Electra. 
      beat.  In a moment of compassion, Bain turns his aim away.

                          BAIN
               You want to say goodbye?

      Rath has nothing to say.  He just looks at her.

      In response, Electra raises her sunglasses, slides them 
      on.  Like she's withdrawing away at the end.  But wait.  
      That's not it at all.

      Rath's eyes flicker wide as he sees Bain in the lens
      reflection.  Rath knows eactly where he's standing.

      Bain realizes as well.  As he moves to fire...

      The side of Rath's coat blossoms as Rath SHOOTS through
      it.  Like a Wild West trick shooter.

      Hit in the chest, the gun slips from Bain's hand.  His
      eyes flicker from his wound to Rath.  Rath stares back.

      Bain goes down hard.  He's dead.

      Rath and Electra come together.  A beat and they start
      out.  On the way, Electra scoops up the briefcase. 
      moment more and they're gone.


      FREEZE FRAME.

                                         FADE TO BLACK.




                           THE END


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