FADE IN:

A white on black TITLE appears in the lower left hand corner
of the screen:

AUGUST, 1936

							FADE OUT.

FADE IN:

EXT. A SLUM AREA OF JOLIET - DAY

It's a bleak, windy morning, the kind that clears the
streets of all but the winos (who carry their own heaters),
and the point-men for juvenile gangs.  We pick up a solitary
figure, Joe Mottola, coming down the street and entering
what appears to be an abandoned tenement.  He pauses a
second to dust his white-winged alligator shoes on the back
of his pants leg.  Sharply dressed and surrounded by the
aura of one who is making money for the first time and
broadcasting it on all bands, he seems an incongruity in
this part of town.

We follow him up a flight of rickety stairs to a second
floor flat.  He knocks on the door, is admitted by a cautious
doorman.

INT. NUMBERS SPOT - DAY

Suddenly we are plunged into a room of chattering, clamoring
people.  This is a spot for the numbers racket, a place
immune from legal interference, where any sucker can bet on
a number between 1 and 1000 in the hope of getting the 600
to 1 payoff that goes to those few who guess right.  The
bettors are queued up in several lines before a long table,
where they place their bets and are given receipts in return.
Others wait at a cashier's window to pick up previous
earnings or to ask for credit.

Mottola moves through the crowd to a back room where betting
slips are being sorted and money counted under the watchful
and somewhat impatient gaze of a Supervisor, an older man
named Mr. Granger.  The Yankee-White Sox game is heard on
the radio in the background.

Mottola, noticing that his entrance has aroused little
interest, saunters over to the Phone Girl and gives her a
little pinch on the cheek.  The girl slaps his hand away,
obviously having been through this before.

				PHONE GIRL
		Beat it, Mottola.

Granger glances up and exchanges a token nod with Mottola,
who plops down in a folding chair next to the radio.  The
phone rings.

				PHONE GIRL
		8720...Yes, hold on a second.
			(calling over to the Supervisor)
		Mr. Granger, Chicago on the line.


Granger is a little apprehensive about talking to Chicago,
but takes the phone anyway.

				GRANGER
		Yeh?

							CUT TO:

INT. A WATERFRONT PROCESSING PLANT - CHICAGO - DAY

A flabby, bald man named Combs is on the other end of the
line.  Visible beyond the door and interior window of his
office is a large room, cluttered with tables, typewriters,
clerks and adding machines.  This room is the clearinghouse
for all the transaction of the numbers game.  All the
betting slips and income from the spots are brought in here
and processed.

				COMBS
		Granger, this is Combs.  Why
		haven't we heard from ya?  Everybody
		else is in.

				GRANGER
		We had a few problems with the Law
		this morning.  The Mayor promised
		the Jaycees to get tough on the
		rackets again, so he shut everybody
		down for a couple hours to make it
		look good.  Nothing serious, it
		just put us a little behind for the
		day.

				COMBS
		You been making your payoffs,
		haven't ya?

				GRANGER
		Hell yes.  He does this every year.
		There's nothing to worry about.

				COMBS
		Okay, finish your count and get it
		up here as soon as you can.  I
		don't wanta be here all night.

				GRANGER
		Believe me, the Man's gonna be real
		happy.  Looks like we cleared over
		ten grand this week.

				COMBS
			(not impressed)
		We cleared 22 here.

				GRANGER
		Well, hell, you got the whole
		Chicago south side.  How do ya
		expect the eight lousy spots I've
		got to compete with that?

				COMBS
			(reading off a sheet
			of paper on his desk)
		They did 14 grand in Evanston, 16.5
		is Gary, and 20 in Cicero.  Looks
		like you're bringing up the rear,
		Granger.

INT. NUMBERS SPOT - DAY

Granger burns inside.  One of the girls who's been sorting
and counting hands him a slip of paper.

				GRANGER
		I just got the count.  We'll put
		the take on the 4:15.

				COMBS
		We'll be waitin'.

Combs hangs up, smiling to himself, proud of the way he gave
the needle to Granger.

							CUT TO:

INT. NUMBERS SPOT - DAY

Granger storming over to a safe and jerking open the door.

				GRANGER
			(snapping)
		Mottola.

Mottola hustles out of his chair.

				GRANGER
			(handing him a bundle
			of bills)
		Take this up to the city on the
		4:15.  They'll be waitin' for it at
		the clearing house.  And don't stop
		for no drinks.  You can get a cab
		down the street.

Mottola takes the money and slips it into his inside coat
pocket with all the dramatic flair of the true flunky.  No
one would ever guess that he was just an overdressed
messenger boy.

EXT. OF THE TENEMENT AGAIN

Mottola emerges from a side entrance into a narrow alley.
He walks briskly down to the end and turns left into a large
alleyway; this one connecting two streets.  The alley is
deserted save for one scruffy, slovenly dressed young
stranger coming toward him from the opposite direction.  The
man carries a battered suitcase and seems to be in a hurry.

Suddenly, Mottola hears shouting coming from somewhere
behind him.  He turns around to see a small, weathered
looking thief come racing around the corner and down the
alley toward him, frantically pursued by a gray-haired black
man.  Limping noticeably, the black man manages a few cries
for help and then stumbles and falls.  The stranger yells at
Mottola to cover his side of the alley, and then readies
himself for the arrival of the thief.  Mottola just stands
there, not the least interested in the exercise of justice.
Just as the thief is about to run on by, the stranger throws
his suitcase at the little man's legs, sending him sprawling
and separating him from the wallet he's been carrying in his
left hand.

The stranger makes a dash for the wallet and kicks it back
to where Mottola is standing.  Almost by reflex, Mottola
picks it up.  The thief scrambles to his feet and starts
back toward his new-found enemy, brandishing a knife.  Both
the stranger and Mottola brace themselves for an attack.
The thief, realizing that there are two people to fight,
begins to think better of it.  He is not a young man, nor
particularly strong.

				THIEF
			(shaking his fist at
			the stranger)
		You fuckin' nigger-lover.  I'll get
		you for this someday, sucker egg.

Mottola and the stranger exchange glances of relief as the
thief flees out onto the street and disappears.

The black man, meanwhile, has struggled to his feet and is
staggering toward them.  He collapses against the alley wall
after a few steps.  The stranger rushes over to him, followed
somewhat absently by Mottola.

				BLACK MAN
		The wallet.  You gotta go after him.
		He's got all the money.

				STRANGER
		Don't worry, we got the wallet.
		What happened?  He get ya with the
		knife?

The stranger opens the Black Man's coat to reveal a bloody
wound at the top of his leg.

				BLACK MAN
			(trying to move)
		Give it to me!  Please.  I gotta
		know it's all there!

				STRANGER
		You just sit tight, old man.  We're
		gonna have to get you to a doctor.
			(starting to leave)
		I'll call a cop.

				BLACK MAN
		No, no cops!

Mottola has given him his wallet, which the black man now
opens, disclosing a fat bundle of bills tied by a rubber
band.  Mottola and the stranger are amazed by the amount of
money.

				STRANGER
			(a little uneasy)
		You wanted by the law or somethin'?

				BLACK MAN
		Naw, it's okay.

				STRANGER
		You're crazy carryin' that kinda
		money in this neighborhood.  No
		wonder you got hit.

				BLACK MAN
			(trying to get to his feet)
		Thanks.  I'm obliged to ya, but I
		gotta get goin'.
			(his leg gives way
			under him)

				STRANGER
		You ain't goin' nowhere on that leg.

				BLACK MAN
		I gotta!  Look, I run some slots
		down in West Bend for a mob here.
		I got a little behind on my payoffs
		so they figure I been holdin' out
		on 'em.  They gave me to 4:00 to
		come up with the cash.  I don't get
		it there I'm dead.

				STRANGER
		It don't look good, gramps, it's
		ten of now.

				BLACK MAN
		I got a hundred bucks for you and
		your friend if you deliver the
		money for me.

				STRANGER
			(hesitates)
		I dunno.  That little mug that got
		ya is mad enough at me already --
		what if he's out there waitin'
		around a corner with some friends.

				BLACK MAN
		He won't know you're carryin' it.
		C'mon, you gotta help me out.

				STRANGER
			(makes up his mind)
		Sorry, pal.  I'll fix you up, call
		you a doc, but I ain't gonna walk
		into a bunch of knives for ya.

				BLACK MAN
			(desperate to Mottola)
		How bout you?  I'll give you the
		whole hundred!

				STRANGER
		What makes you think you can trust
		him?  He didn't do shit.

				MOTTOLA
		Hey, butt out, chicken liver.  I
		gave him back his wallet, didn't I?
			(to black man)
		How far is this place?

				BLACK MAN
		1811 Mason.  Put it in Box 3C.  You
		won't have no trouble.  There's
		five thousand dollars there and
		here's a hundred for you.

				MOTTOLA
			(taking the bundle of
			bills from the black
			man, plus the $100 bill)
		All right.  I'll make your drop for
		you, old man.  And don't worry, you
		can trust me.

Mottola puts the bills in his inside coat pocket, right next
to the numbers money.  The stranger, who has now finished
bandaging, watches him do it.

				STRANGER
		If that punk and his pals decide to
		search ya, you'll never fool 'em
		carryin' it there.

				BLACK MAN
			(suddenly afraid again)
		What do we do?

				STRANGER
		You got a bag or somethin?

				BLACK MAN
		No.

				STRANGER
		How 'bout a handkerchief?

				BLACK MAN
		Here.

The stranger goes into the right coat pocket and pulls out a
wrinkled handkerchief.

				STRANGER
		Let me have the money.

Mottola takes out the Black Man's five grand and hands it to
the Stranger.  He puts it in the handkerchief.

				STRANGER
		You better stick that other in here
		too, if you wanta keep it.



				BLACK MAN
			(pleading)
		Just hurry, will ya.

Mottola pulls out the numbers money and puts it in the
handkerchief too.  The stranger ties it all up.

				STRANGER
			(demonstrating by
			slipping the bundle
			down into crotch)
		All right.  Carry it down in your
		pants here.
			(pulling it back out
			and tucking it in
			Mottola's pants)
		Ain't no hard guy in the world
		gonna frisk ya there.

				MOTTOLA
		Thanks.
			(to the black man)
		So long, partner.  Don't worry,
		everything's gonna be all right.

The Black Man nods gratefully, but there's still a trace of
worry on his face.  Mottola trots off down the alley and out
onto the street, glancing around cautiously for signs of
trouble.  He walks hurriedly down the sidewalk toward the
cab stand in the distance.  Suddenly the little man with the
knife appears out of a doorway about 15 yards behind him.
Mottola notices him and quickens his pace, finally breaking
into a dead run.

We follow him as he dashes headlong down the street, opening
a big lead on the guy with the knife.  He reaches the taxi
zone.  He hops in a cab and slams the door.

INT. TAXI - DAY

He jumps in, closes the door, and breathes a sigh of relief.

				CABBIE
		Where to?

				MOTTOLA
		Which way is Mason?

				CABBIE
		About 20 blocks south.

				MOTTOLA
		Okay, go north.  The Joliet
		Station -- Fast.



Mottola settles back in his seat and starts to laugh.

				CABBIE
		What's so funny?

				MOTTOLA
		I just made the world's easiest
		five grand.

He takes the bundle out from inside his pants in order to
gaze upon his new-found fortune.  He unties the handkerchief.
It's full of toilet paper.  Mottola looks like he's just
been shot.

							CUT TO:

EXT. ALLEY - DAY - THE STRANGER AND BLACK MAN

hightailing it down the street, two newly solvent con
artists on the lam.  It's hard to run they're laughing so
hard.  The stranger chucks his suitcase in a trash can and
pulls the real handkerchief out of his pants.

				BLACK MAN
		Jesus, what a bundle.  Did you know
		he was that loaded?

				STRANGER
		Hell no, I just cut into him.  I
		woulda settled for pawning one of
		them shoes.

As they split off, music begins, and we go into a

TITLES SEQUENCE

Done to a driving Chicago blues, the sequence is designed to
establish somewhat the milieu of the stranger, known to
friends and enemies alike as Hooker.  We see the following:

EXT. PAWNSHOP - LOOKING INSIDE - DAY

Hooker is getting a radio and well-worn suit out of hook.
It's like seeing old friends again.  All pantomime.

INT. HOOKER'S ROOM - DAY

A shabby little place he rents above a cigar store.  We pick
him up in a jerry-built outdoor shower, which he's rigged up
on the fire escape.  The rinse water drips down through the
landing into the grimy alley below.

				HOOKER
			(singing)
		'With plenty of money and you-oo-
		oo,
		Oh baby, what I wouldn't do-oo-
		oo...'

ON THE STREET AGAIN

jauntily carrying a magnum of champagne and some flowers,
obviously on his way to see someone special.

IN A BURLESQUE HOUSE

Hooker stands in the wings holding the flowers and champagne,
watching his date for the evening, a 6'3" stripper named
Crystal, do her routine.

Crystal finishes up and comes off the stage.

				CRYSTAL
			(tired)
		Hi, Hooker, you gettin' married or
		somethin'?

				HOOKER
		Come into a little dough.  You
		wanna get outa here tonight?

				CRYSTAL
		Can't.  I got a 10 o'clock show.  I
		need the five bucks.

				HOOKER
		I'll spend fifty on ya.

Crystal looks at him a second and starts to giggle.  We're
pretty sure she's gonna get outa here tonight.

COMING INTO A POOR MAN'S GAMBLING JOINT

Little more than a reconverted brick basement, the place
contains three shoddy, homemade roulette tables.  Hooker,
accompanied now by Crystal, nods a greeting to the doorman
and proceeds to a table where there are already several
other people laying their bets for the next spin.  Hooker
knows the wheel man, an old-timer named Jimmy.

				JIMMY
			(glad to see him)
		Hooker!

				HOOKER
		How ya doin', Jimmy.



				JIMMY
			(collecting bets and
			paying off the winners)
		Ain't seen you in months, boy.
		Thought maybe you took a fall.

				HOOKER
		Naw, just a little hard times,
		that's all.  It's all over now.

				JIMMY
		You gonna have a go here?
			(pointing to the
			betting board)
		How 'bout a ten spot on the line
		here.  The 4-9 been lookin' good
		today.  Lotsa action on 28th Street
		down there, too.  Pay ya 10-1.

As Jimmy finishes his spiel, he starts the wheel spinning
and drops in the ball.  Betting is allowed to continue until
the ball drops from the outer ring into the center.

				HOOKER
			(taking out his wallet)
		Three grand on the black.

Jimmy is stunned.  The others at the table, used to dollar
bets, look at Hooker like he's some kind of foreign dignitary.

				JIMMY
			(worried)
		You sure you wanna start off that
		big?  Bet like that could put a
		real dent in us.

				HOOKER
		I feel lucky tonight.

				JIMMY
		Aw, come on, Hooker, why don't you
		just...

				HOOKER
		Three grand on the black, Jimmy.

Jimmy wants to argue some more, but the ball is getting
ready to drop into the center.  We see Jimmy quickly press a
hidden lever under the table with his foot.  The ball falls
and settles into red 27 with a motion that is not quite
right.  The others at the table fail to notice, but Hooker
is not fooled.  He stares venomously at Jimmy, who knows
that Hooker is on to him.

				JIMMY
		Sorry, Hooker.
			(making an attempt at
			levity, in order to explain)
		Good thing that ball came up red.
		Guy could get in trouble around
		here, losin' a bet that big.

Jimmy reaches for Hooker's money.  Hooker stops him by
putting his hand on it.

				HOOKER
		Spin it again.

Jimmy doesn't know what the hell to do.  He gives Hooker a
little head motion to indicate a small window high up in one
of the walls.  Behind it, we see a pair of eyes.  Suddenly,
Hooker understands why Jimmy had to cheat him, but it
doesn't change his demand.

				HOOKER
		Spin it anyway, Jimmy.

Jimmy is beside himself.  If he doesn't spin again, Hooker
may expose him.  If he does spin, and loses, his management
will fire him.  He pleads to Hooker with his eyes, but it's
no use.  Jimmy spins the wheel and reluctantly drops in the
ball.  This time there is no foot on the lever, and it
settles into black 15.  Hooker stares at the ball a second
and then looks up at his terrified friend.

				HOOKER
		Don't worry, pal.  I knew it was my
		night.

Hooker pushes the money over to Jimmy and walks out of the
room.  He's lost $3,000, but he's still working on a lucky
night.

							CUT TO:

EXT. GAMBLING JOINT

Hooker and Crystal out on the street.

				CRYSTAL
			(irritated)
		Thanks for the evening, Hooker.  I
		can still make the 10 o'clock.  If
		you wanna spend 50 bucks on me
		again, mail it.

She walks off down the street.

				HOOKER
			(going into his
			pocket for more money)
		Hey wait a minute.
			(he comes up with 30?
		Aw, the hell with ya.

							CUT TO:

EXT. THE WATERFRONT PROCESSING PLANT - LATE AFTERNOON

A late model Ford roars up and screeches to a stop in front
of the plant.  Out bursts a carefully-groomed, tight-lipped
young man named Greer, who hustles into the plant.  We
follow him through a maze of machinery to the service
elevator and up to the third floor where we find ourselves
in the clearinghouse room we saw earlier.

INT. PLANT - AFTERNOON - LATE

The working day is over now, and everyone has gone, except
for Combs, who sits somberly in his office.

				GREER
		They found Mottola.  He was drunk
		in a dive in Joliet.  Never got on
		the train.

				COMBS
			(aggravated)
		I don't wanta hear about his day,
		Greer.  What happened to the money?

				GREER
		He lost it to a coupla con artists
		on his way outa the spot.

				COMBS
		How much?

				GREER
		Twelve thousand.

Combs sits in quiet thought for a second.  Finally:

				COMBS
		All right.  Better get on the phone
		to New York.  See what the big mick
		wants to do about it.
			(pause)
		I gotta pretty good idea, though.

							CUT TO:

INT. AN EXCLUSIVE NEW YORK GAMBLING CLUB - LATE AFTERNOON

An agitated young man, Floyd, weaves his way through the
craps and roulette tables, and hustles up a staircase to a
second floor room with a drawing of a snarling tiger on the
door.  Below the tiger, the word "FARO" appears.  There is a
large man, of thuggish demeanor, guarding the door, but
Floyd gives him a small hand signal and walks right by him.

							CUT TO:

INSIDE THE FARO ROOM

In the center is a beautifully-carved wooden table, on which
sit a faro board and a dealing box, tended by a stone-faced
Dealer, who calls the progress of the game in a continuous
abacus-like device that keeps track of the cards which have
already been played.  On the opposite side of the table,
completely absorbed in the rhythmic appearance of the cards
from the dealing box, sits Doyle Lonnegan.  Although is
clothes and accessories are those of a wealthy man, there is
a coarseness to both his movement and speech which bespeak
lower class origins, for which he now has nothing but
contempt.

Floyd enters the room and approaches him cautiously, trying
hard to make as little noise as possible.

				FLOYD
		Doyle, can I see you a minute?

				LONNEGAN
			(not looking up from
			the table)
		I'm busy, Floyd.

				FLOYD
		It's important.  We had a little
		trouble in Chicago today.  One of
		our runners got hit for 12 grand.

				LONNEGAN
			(calmly)
		Which one?

				FLOYD
		Mottola.

				LONNEGAN
		You sure he didn't just pocket it?



				FLOYD
		No, we checked his story with a
		tipster.  He was cleaned by two
		grifters on 47th.

				LONNEGAN
		They workin' for anybody?

				FLOYD
		I don't know.  Could be.  We're
		runnin' that down now.

				LONNEGAN
		All right, mark Mottola up a little
		and put him on a bus.  Nothin'
		fancy, just enough to keep him from
		coming back.  Get some local people
		to take care of the other two.
			(impassively)
		We gotta discourage this kinda thing.

							CUT TO:

INT. AN OLD BROWNSTONE - NIGHT

Hooker, still in his suit, but looking a little worse for
wear, knocks on the door of one of the apartments.  A young
black woman, Louise, answers the door, holding a baby.

				HOOKER
		Howdy, Louise.

				LOUISE
			(admiring Hooker in
			his suit)
		Goddamn, Johnny Hooker, you're a
		sharp hunky in them linens.  If you
		wasn't so pale, I'da sworn you had
		class.

Hooker steps inside and walks right into a big hug from an
older black woman, Alva.  Alva has a hat on, obviously just
about to go out.  Beyond her we see the Eirie kid and the
Black Man (known from here on as Luther Coleman) playing a
game of mah jong on the dining table with a man whose back
is to us.  An 11-year-old boy is listening to the radio.

				COLEMAN
		Turn that down, Leroy.

				ALVA
		Oh, Johnny, Luther said you was
		somethin' to see today.

				HOOKER
		I'll never be as good as that mark,
		Alva.

				ALVA
		Well, we gonna hear all about it
		when we get back from church.
		Leroy, get your jacket on, boy.

Leroy goes to get his jacket.  Louise is finished putting
the baby to bed.

				HOOKER
		You goin' to church now?

				ALVA
		They been havin' late bingo down
		there.  I'm gonna call on the Lord
		for a little cash, while he's still
		payin' off.  Luther, you look in on
		that child from time to time, will
		ya?

Luther nods that he will.  Alva, Leroy and Louise leave for
church as Hooker strolls over and tosses two packets on the
table.  Luther doesn't pick his up, but the other man does.
We now see that he is the thief in the opening sequence.  He
is called the Eirie kid and he is delighted at his share.

				EIRIE KID
		Hey, Luther told me he was carrying
		a wad, but I didn't figure this much.

				HOOKER
		Which way did he do, Eirie?

				EIRIE KID
		Straight north.  He was gonna take
		it all and run.

				HOOKER
			(laughs)
		The bastard.  He can blow his nose
		all the way.

They laugh again, but Luther doesn't share their enthusiasm.
He watches Hooker who becomes uncomfortable under his gaze.

				COLEMAN
		You're late.  Where you been?

				HOOKER
			(flopping into a chair)
		I had some appointments.

				COLEMAN
			(not fooled)
		How much did ya lose?

				HOOKER
			(after a pause)
		All of it.

				COLEMAN
			(pissed)
		In one goddamn night?  What are ya
		sprayin' money around like that for?
		You coulda been nailed.

				HOOKER
		I checked the place out.  There
		weren't no dicks in there.

				COLEMAN
		You're a con man, and you blew it
		like a pimp.  I didn't teach ya to
		be no pimp.

				HOOKER
		What's eatin' you?  I've blown
		money before.

				COLEMAN
		No class grifter woulda' done it,
		that's all.

				HOOKER
		You think my play is bad?

				COLEMAN
		I think it's the best...

Hooker sinks back, embarrassed that he misread Coleman's
intentions.

				COLEMAN
		...It's the only reason I ain't
		quit before now.

				HOOKER
			(bewildered)
		What?

				COLEMAN
		I'm gettin' too slow for this
		racket.  I done the best I'm gonna
		do.  You hang on too long, you
		start embarrassin' yourself.

				HOOKER
		What are you talkin' about?  We
		just took off the biggest score
		we've ever had.  We can do anything
		we want now.

				COLEMAN
		It's nothin' compared to what you
		could be makin' on the Big Con.
		You're wastin' your time workin'
		street marks.

				HOOKER
		Hey look.  You think I'm gonna run
		out on ya or somethin'?  Just cause
		we hit it big.  Luther, I owe you
		everything.  If you hadn't taught
		me con, I wouldn't know nothin'.

				COLEMAN
			(a little embarrassed)
		Aw hell, you sound like some
		goddamn sucker.  You know everything
		I know.  You got nothin' more to
		learn from me.

				HOOKER
		But you played the Big Con.  You
		said it was nothin'.  A game for
		flakes and mama's boys.

				COLEMAN
		And I'm tellin' ya now, you're a
		fool if you don't get into it.  A
		bigger fool than I was.
			(pause, holding up
			the money)
		I been lookin' for this one all my
		life, Johnny.  Now I got a chance
		to step out at the top.

Hooker knows it's no use.

				HOOKER
			(after a long silence)
		What the hell you gonna do with
		yourself?

				COLEMAN
		Aw, I got a brother down in K.C.,
		runs a freight outlet.  I can go
		halfsies with 'em!  It ain't too
		exciting, but it's mostly legal.

Hooker just nods.

				COLEMAN
		Straighten up, kid.  I wouldn't
		turn ya out if ya weren't ready.
			(flipping Hooker a
			piece of paper)
		I got a guy named Henry Gondorff I
		want you to look up.  There ain't a
		better insideman alive.  He'll
		teach ya everything ya gotta know.

				HOOKER
		You'll take a cut of what I make,
		won't ya?

				COLEMAN
		I'm out, Johnny.

				HOOKER
		If that's the way you want it.

				COLEMAN
		That's the way I want it.

							CUT TO:

EXT. A DIMLY LIT STREET - NIGHT

It's late at night now.  Hooker and Eirie wander along the
street together, not really ready to go home, but with no
other ideas either.  Hooker, obviously preoccupied, idly
strikes a match on a street lamp as he passes and lets it
burn out.  He does this several times.

				HOOKER
		How do you like that Coleman, huh?
		After three years.

				EIRIE KID
		Aw come on, it was the only thing
		to do.  He knew he was holdin' ya
		back.

				HOOKER
		We were partners.  If it weren't
		for Luther I'd still be hustlin'
		pinball down at Gianelli's.  I
		don't need anything more than I got.

				HOOKER
		You ain't gonna have nothin' if you
		don't lay off them games of chance.
		There's a depression on ya know.

				HOOKER
		There's always a depression on.

				EIRIE KID
		If you saved a little, you wouldn't
		have to grift so much.

				HOOKER
		I like griftin'.

				EIRIE KID
		You could buy yourself some things.
		Clothes, or a nice car...

				HOOKER
		I don't look any good in clothes
		and I don't know how to drive.
		What else ya got to sell, Eirie?

				EIRIE KID
		Forget it.

They walk on a few more feet, when suddenly a police car
pulls up alongside them and two men jump out.  The first, a
uniformed policeman, grabs Eirie around the neck.

Hooker makes a break for it, but the second Figure, a burly
detective named Snyder, tackles him in the middle of the
street, drags him back into the alley and plasters him up
against a brick wall.  The two have met before.

				HOOKER
		Hi there, Snyder.  Things a little
		slow down at the Bunco Department
		tonight, eh?  Somebody lose the
		dominoes?

				SNYDER
		You scored blood money today,
		Hooker.  You need a friend.

				HOOKER
			(knocking Snyder's
			hand away)
		Aw, find yourself a shoplifter to
		roll.

Snyder gives Hooker a swift knee in the thigh and follows it
with an elbow across the head.  Hooker flies into a row of
boxes and garbage cans.

				HOOKER
			(getting up slowly)
		You got the wrong guy, pal.  I been
		home with the flu all day.
			(rising to a fuller height)
		You can stake out my toilet if you
		want.

Bang.  Snyder, infuriated by Hooker's irreverence, slams him
to the ground again.  The policeman is no longer holding
Eirie but is almost daring him to make a move.  Eirie wants
to go to Hooker's aid, but he knows the policeman will beat
him to a pulp.

				SNYDER
			(pulling Hooker out
			of the heap and
			smashing him against
			the wall again)
		I'll tell ya what you did, smart
		boy.  You tied into a loaded mark
		on 47th across from Maxies.  You
		and Coleman played the switch for
		him and blew him off to a cab on
		49th.  If he hadn't been a numbers
		runner for Doyle Lonnegan, it
		woulda been perfect.

				HOOKER
			(startled by the information)
		You're crazy.  I'm not stupid
		enough to play for rackets money.

				SNYDER
		Not intentionally maybe, but that
		don't make no difference to Lonnegan.
		He'll swat you like any fly.

				HOOKER
		I'll square it with the fixer.

				SNYDER
		Nobody can buy you a prayer, if I
		put the finger on ya.

Snyder lets go.  Hooker sinks back against the wall.  He
says nothing; he's waiting for the price.

				SNYDER
		I figure your end of the score was
		at least 3 gees.  I want 2 no
		matter what it was.



				HOOKER
			(lying)
		My end was only one.

				SNYDER
			(not taking the fake)
		Then you'll have to come up with
		another grand somewhere.

Hooker is beat and he knows it.

				HOOKER
		All right.

He reaches into his coat, pulls out a stack of bills and
counts out $2000 to Snyder.  Eirie looks on in amazement; he
didn't think Hooker had it.

				SNYDER
			(pocketing the money
			and motioning his
			partner to put his
			gun away)
		You're a smart egg, Hooker.  No use
		dyin' for 2 grand.

Snyder and his policeman friend get in their car and start
down the street.  Hooker and Eirie walk nonchalantly in the
other direction.

				EIRIE KID
		I thought you blew all your money.

				HOOKER
		I did.  That stuff I gave him was
		counterfeit.  They'll pinch him the
		first place he tries to spend it.

Snyder and his partner disappear around a corner.  Hooker
suddenly takes off like a shot.

INT. DRUGSTORE - NIGHT

He runs into a drugstore and goes to the phone booth.
There's already a woman in it.  Hooker rips open the door
and throws her out.  Hurriedly, he begins to dial.

				EIRIE KID
			(standing outside the booth)
		What the hell you gonna do when
		Snyder rushes his finger right to
		Lonnegan?  You're committin'
		suicide, kid.

				HOOKER
			(waiting for the ring)
		Aw Christ, it doesn't make no
		difference now.  If Snyder knows
		about it so does everybody else.
		He never gets anything first...Damn,
		there's no answer at Luther's.

				EIRIE KID
		Listen to me, Hooker.  What ever
		you do, don't go back to your place
		tonight, don't go anyplace you
		usually go, ya hear me?  Get outa
		town or somethin', but...

Hooker, still getting no answer, slams the phone down and
blasts out of the booth.

EXT. STREET - NIGHT

Eirie chases him frantically, calling him to come back, but
he's giving away too many years and there's no stopping
Hooker at this point.

							CUT TO:

EXT. STREET - NIGHT - SHOTS OF HOOKER

Pumping down the street.

EXT. LUTHER'S BROWNSTONE - NIGHT

Hooker races into Luther's brownstone, charges up to the
third floor.

INT. LUTHER'S BROWNSTONE - NIGHT

Hooker runs up through a small group of people on the stairs.
He bursts into Luther's room, the door of which is already
open.  The room shows signs of a struggle, a turned-over
chair, a broken lamp, but there is no Coleman.  Hooker goes
slowly to the window.  He looks down into the courtyard and
then suddenly sprints back out the door.  As we hear him
scrambling down the stairs, the camera dollies to the window
and looks out.

EXT. COURTYARD - NIGHT

There on the concrete below, face down, is the body of
Luther Coleman.  Hooker races out to it and kneels down.

				HOOKER
			(shaking the body)
		C'mon Luther, get up.  You gotta
		get up, Luther.

In the distance, sirens are heard.  Heads are out of the
windows and some people are starting to gather in the
courtyard.

				HOOKER (CONT'D)
		Goddamn you, Luther, will you get
		up?
			(pounding on the body)
		I'm not waitin' for you, Luther.
		I'm not waitin' anymore.  Get up,
		you son of a bitch.  Goddamn you,
		Luther, goddamn.

The sirens are close now, and Hooker tears himself away from
Luther and runs.  The others gather to look at the body.

							FADE OUT.

FADE IN:

THE SET-UP

							FADE OUT.

FADE IN:

INT. THE TRAIN STATION - DAY

We open on Hooker sleeping in some remote corner of the
station, covered with newspapers for warmth, and barely
distinguishable from the clutter of junk surrounding him.  A
station security officer, on his morning sweep, wanders by
and delivers a terrific blow to the soles of Hooker's feet
with a nightstick.  Hooker jolts awake with a cry of pain,
as the officer diffidently moves on toward another sleeping
victim.

Tired and sore from his night in the station, Hooker
struggles to his feet and attempts to take stock of the
situation.  He tries to smooth the wrinkles out of his suit,
but it's futile.  A quick check of his wallet finds it as
empty as he'd remembered it.

							CUT TO:

THE STATION - GIFT SHOP - DAY

Hooker walks in and goes to the toy section.  He looks
through several small novelties, till he finds what he's
looking for -- a little tin replica of a policeman's badge.
He looks around for station detectives, and seeing none,
slips the badge into his pocket.

							CUT TO:

THE STATION - WASHROOM - DAY

Hooker rinses out his mouth, towels off his face and slicks
his hair back with water.  It's a drop in the bucket, but it
seems to revitalize him a little.

							CUT TO:

STATION - HALLWAY - DAY

We see Hooker removing a sign from a door, but the angle
prohibits us from reading it.

INT. STATION - DAY

He drops the sign in a waste can and walks out into the
crowded passenger lobby.  After scanning the area carefully
for a minute, he goes up to a conservative young business
man, who's busy reading the schedule board.

				HOOKER
			(flashing open his
			wallet to reveal the
			little tin badge and
			then closing it again quickly)
		Excuse me, sir.  Treasury Dept...
		I'd like to ask you a few questions.

				MAN
			(flustered)
		What for?  I haven't done anything.

				HOOKER
		We don't doubt that, but there's a
		counterfeiting operation passing
		bad money in the station.  Have you
		made any purchases here today?

				MAN
			(reluctantly)
		Yes, a ticket to Chicago.



				HOOKER
		Then I'm afraid we'll have to
		impound your money until we're sure
		that it's all good.  Can I see your
		wallet and your ticket, please?

				MAN
			(handing them over)
		But I got a train to make.

				HOOKER
			(taking out the money
			and returning the wallet)
		It'll only take 20 minutes or so.
		You can pick it up at the window
		down the hall.

				MAN
		But what about all these other
		people?

				HOOKER
			(blowing up)
		We'll get 'em!  Give us a chance.
		I'm not the only agent in here, ya
		know.  We go around advertising
		ourselves, how many counterfeiters
		do you think we'd catch, huh?
			(pointing to his suit)
		You think I'm wearin' this rag here
		'cause I like it?  Christ, everybody
		thinks life's a holiday or somethin'
		when you got a badge.
			(pouring it on)
		I been here since three this
		morning, Charlie, and I never knew
		there was so much ugliness in
		people.  You try to help 'em and
		they spit on you.  I shoulda let ya
		go and gotten yourself arrested for
		passin' false notes.

The Businessman is totally shamed.

				MAN
		I'm sorry, really I am, but my
		train leaves in ten minutes.

				HOOKER
		All right, I'll give ya a break.
			(pointing to a hall)
		Down that hall there, there's an
		unmarked door on the left.  Go on
		in there and wait at the window.
		I'll take this...
			(he holds up the money)
		...in the back and run it through
		right away.  We'll have you outta
		there in a couple minutes.

				MAN
		Thank you.  You don't know how much
		I appreciate this.

				HOOKER
			(with a little wave)
		Think nothin' of it.

The man goes off down the hall, more than grateful to be
given a break like this.  Hooker heads for the "back".  We
follow the Man down the hall to the unmarked door.  He
strides on through to find himself face to face with a wall
of busily flushing urinals.

							CUT TO:

EXT. STATION - DAY - HOOKER

Boarding the 8:10 for Chicago.

							CUT TO:

INT. STATION - DAY

The Man wandering up and down the hall, wondering how he
could have missed that room.

EXT. CHICAGO STREET - DAY

The street runs along side an elevated train track.  We pick
up Hooker coming down the street, eating a hot dog he bought
with the money he just earned in the train station.

He appears to be looking for an address, referring every now
and then to the piece of paper Luther gave him the night
before.  Finally he stops in front of an old three-story
building which contains a carousel on the bottom 2 floors
and what appear to be apartments on the third floor.  He
peers inside the big, sliding glass doors and seeing no sign
of life, goes around to the side to look for a way in.

A 35 year-old woman, Billie, appears in her bathrobe on the
second floor landing and descends the stairs to get the
morning paper.  She's eating an apple.  Although she has
just gotten up and looks it, she has the presence of one who
is probably quite striking at other hours.  The sight of
Hooker fazes her not at all.

				HOOKER
		Excuse me, I'm looking for a guy
		named Henry Gondorff.  You know him?

				BILLIE
			(starting back up the stairs)
		No.

				HOOKER
		Luther Coleman sent me.

Billie stops and comes back down the stairs.  It's the first
time she's stopped chewing.

				BILLIE
			(checking him out)
		You Hooker?

				HOOKER
		Yeh.

				BILLIE
		Why didn't you say so.  I thought
		maybe you was a copper or somethin'.

She goes to a side door and unlocks it.

				BILLIE
		It's the room in the back.  He
		wasn't expecting you so soon though.

Hooker's not quite sure what that means, but there's
something about Billie that makes him know that you don't ask.

INT. CAROUSEL - DAY

Hooker walks past the now motionless carousel to the room in
the back and knocks on the door.  No answer.  He gives the
door a little push and it swings open.

INT. GONDORFF'S ROOM - DAY

The room inside if small and cluttered, consisting of a bed,
a sink, and a bathroom, all covered by a layer of books,
dirty clothes and beer bottles.  Draped over a chair, fully
dressed, but completely passed out is the one and only Henry
Gondorff.

				HOOKER
			(to himself)
		The great Henry Gondorff.

							CUT TO:

INT. A SHOWER - DAY

Water blasting out of the fixture.  We see Gondorff, still
fully clothed, sitting in the bottom of the shower, the
spray streaming off his face.  An imposing figure, with deep
set eyes and full beard, he just sits there stoically,
looking like a soggy lumberjack.  Hooker, sitting on the
floor between the toilet and the sink, watches listlessly.
Finally --

				GONDORFF
		Turn the goddamn thing off, will ya.

				HOOKER
		You sober?

				GONDORFF
		I can talk, can't I?

Hooker makes no move to get up.  Gondorff struggles to his
knees, turns off the water, and slumps back against the wall.
The two men just look past each other a second.  Down in the
bottom.

				GONDORFF
		Glad to meet ya, kid.  You're a
		real horse's ass.

				HOOKER
		Yeh, Luther said you could teach me
		something.  I already know how to
		drink.

Gondorff wipes his face with his hand.  His mood softens a
little.

				GONDORFF
			(quietly)
		I'm sorry about Luther.  He was the
		best street worker I ever saw.

				HOOKER
		He had you down as a big-timer.
		What happened?

				GONDORFF
		Aw, I conned a Senator from Florida
		on a stocks deal.  A real lop-ear.
		He thought he was gonna take over
		General Electric.  Some Chantoozie
		woke him up, though, and he put the
		feds on me.

				HOOKER
		You mean you blew it.

				GONDORFF
			(pause)
		Luther didn't tell me you had a big
		mouth.

				HOOKER
		He didn't tell me you was a fuck-
		up, either.
			(Gondorff looks at
			him coldly)
		You played the Big Con since then.

				GONDORFF
		No, I lammed it around for a while
		while things cooled off.  Philly,
		Denver, Baltimore, nuthin' towns.

Hooker's disappointment is obvious.

				GONDORFF
		But don't kid yourself, friend, I
		still know how.

Hooker nods, unconvinced.

				GONDORFF
			(getting up from the
			floor and emptying
			the water out of his pockets)
		You gonna stay for breakfast, or do
		you already know how to eat?

				HOOKER
			(tired)
		I picked something up on the way.

				GONDORFF
			(sensing something)
		Lonnegan after you, too?

				HOOKER
		I don't know.  Haven't seen anybody.

				GONDORFF
		You never do, kid.

We go to Hooker.  He hadn't thought of that.

EXT. A BEAUTIFUL OLD COLONIAL COUNTRY CLUB - LONG ISLAND -
DAY

Lonnegan, in plus fours and argyles sits on a bench as other
members of his foursome tee off.  Floyd comes up to him.

				FLOYD
		We got word from Chicago.  They got
		one of the grifters last night.
		The nigger.

				LONNEGAN
		What about the other one?

				FLOYD
		They're still looking for him.

				LONNEGAN
		Who's got the contract?

				FLOYD
		Combs gave it to Reilly and Cole.

				LONNEGAN
		Hackers.

				FLOYD
		They staked out the other guy's
		place last night, but he never
		showed.  They figure maybe he
		skipped town.  You wanna follow 'em
		up?

Lonnegan regards Floyd patiently and then pats the bench
beside him.  Floyd sits gingerly.

				LONNEGAN
		You see the guy in the red sweater
		over there?

We cut to one of Lonnegan's foursome, a short, squat little
Irishman in a red sweater.  He was a good-time, friendly
manner and a winning Irish smile.  We like him immediately.

				LONNEGAN
		Name's Danny McCoy.  No Neck McCoy
		we called him.  Runs a few
		protection rackets for Carnello
		while he's waiting for something
		bigger to come along.  Me and Danny
		been friends since we were six.
		Take a good look at that face,
		Floyd, cause if he ever finds out
		we let one lousy grifter beat us,
		you'll have to kill him and every
		other hood in Chicago who'd like to
		do the same thing.  You understand
		what I'm sayin'?

				FLOYD
		Yes sir.

				LONNEGAN
		Good lad.

Lonnegan is called to the tee by one of his foursome.  He
exchanges a friendly smile with McCoy and belts the ball
down the fairway.

							CUT TO:

INT. THE CAROUSEL AGAIN - DAY

Gondorff, dried off now and in a new set of clothes, is
pulling up the shades of the large facing windows of the
carousel building.  The morning light pours in, illuminating
fully for the first time the ornate merry-go-round and its
massive oaken horses.  Hooker watches him go about his
business.  Billie calls down from the mezzanine which
surrounds the carousel.

				BILLIE
		You feeling all right this morning,
		Henry?

				GONDORFF
		Fine, Billie.

				BILLIE
		You mind opening the round a little
		early today?  We got some business
		coming in before hours.

Gondorff waves okay.

				GONDORFF
			(to Hooker)
		Great little countess, that Billie.
		Runs a good house up there, too.
		One of the few left that Luciano
		doesn't own.

Gondorff walks around on the carousel, checking straps,
bearing and poles.  Hooker follows him.

				HOOKER
			(getting impatient)
		Gondorff, you gonna teach me the
		Big Con or not?

				GONDORFF
			(on his back, checking
			underneath one of the horses)
		You didn't act much like you wanted
		to learn it.

				HOOKER
		I wanna play for Lonnegan.

				GONDORFF
			(getting up)
		You know anything about him?

				HOOKER
			(exploding)
		Yeh, he croaked Luther.  What else
		do I gotta know.

Gondorff just sits tight and waits for him to cool off.

				HOOKER
			(waving Gondorff off,
			embarrassed at his
			own outburst)
		Aw right, he runs the numbers outta
		the south side.

				GONDORFF
			(going over to start
			the machinery)
		And a packing company, a chain of
		Savings and Loans and half the
		politicians in Chicago and New York.
		There ain't a fix in the world
		gonna cool him out if he blows on ya.

				HOOKER
		I'll take him anyway.

				GONDORFF
			(whirling on him)
		Why?

				HOOKER
			(like steel)
		'Cause I don't know enough about
		killin' to kill him.

It's the right answer. Gondorff didn't know it himself until
now.

				GONDORFF
		You can't do it alone, ya know.  It
		takes a mob of guys like you and
		enough money to make 'em look good.

				HOOKER
		We'll get by without 'em.

				GONDORFF
		This isn't like playin' winos on
		the street.  You gotta do more than
		outrun the guy.

				HOOKER
			(incensed)
		I never played for winos.

				GONDORFF
			(going right on,
			ignoring Hooker's remark)
		You gotta keep Lonnegan's con, even
		after you spent his money.  And no
		matter how much you take from his,
		he'll get more.

				HOOKER
		You're sacred of 'em, aren't ya?

				GONDORFF
		Right down to my socks, turkey.  If
		I'da been half as scared a that
		lop-ear, I wouldn't a fallen asleep
		on 'em.  Lonnegan might kill me,
		but at least he won't bore me to
		death.

				HOOKER
		Then you'll do it?

				GONDORFF
		If I can find a mob that'll risk it.
		But no matter what happens, I don't
		want you comin' back to me halfway
		through and sayin' it's not enough...
		cause it's all you got.

Hooker nods.  Gondorff switches on the carousel and steps
back to admire his handiwork.  The carousel makes a grinding
sound, does a few lurches and stops cold.

							CUT TO:

Music begins and we are into a short:

MONTAGE SEQUENCE

Detailing the arrival of the others three members of
Gondorff's "mob." Throughout, Gondorff wears the fedora hat
which is his trademark.  We begin with --

A tall, good-looking man, Kid Twist, making his way through
the railway station.  Impeccably dressed and carrying a
small suitcase, he combs the terrain carefully with his eyes.
Finally he catches a glimpse of the thing he's been looking
for.  It's Gondorff, standing by a newsstand.  Gondorff
makes a quick snubbing motion on his nose as if flicking off
a gnat.  This is known among con men as the "office." Twist
returns the sign with a barely discernible smile as he walks
on by.  Con men rarely acknowledge each other openly in
public, but it's obvious that these two are glad to see each
other.

							CUT TO:

INT. BARBER SHOP - DAY

Hooker in, having his hair cut and his nails manicured.
Gondorff gives instructions to the barber.

							CUT TO:

INT. HABERDASHERY - DAY

Hooker is modeling a new suit in front of a mirror.  He
doesn't look too pleased, but Gondorff peels out a bankroll
anyway.

							CUT TO:

EXT. HOTEL - DAY

A pair of white spats stepping off a bus.  We follow them
into a:

INT. HOTEL LOBBY

Where we tilt up to reveal J.J. Singleton, the most
flamboyant of the bunch.  On his way to the check-in desk,
he silently exchanges the "office" with Gondorff, who is
sitting on a lounge reading the paper.

							CUT TO:

INT. APARTMENT - DAY

Hooker being shown into a small apartment room by an old
woman.  It consists of a bed, a table and a sink.  Hooker
nods his acceptance to the woman and gives her a bill.  He
takes another look around the room and decides to go out
somewhere, but first he wedges a small piece of paper
between the door and the jamb, about an inch off the floor.

							CUT TO:

INT. A BIG METROPOLITAN BANK - DAY

We hold on a slight, bespectacled teller, Eddie Niles, in
the process of counting a large deposit.  Niles is all
business; if he's ever smiled, no one knows about it.  He
glances up for a second and sees Gondorff "officing" him
from across the bank.  Without a word he shoves the money
he's been counting back into the hands of a startled
customer, abruptly closes up his window, flips his
identification tag on the manager's desk and walks out of
the bank.

							CUT TO:

INT. AN UPSTAIRS ROOM OF THE CAROUSEL BUILDING - NIGHT

This room has obviously been relegated to the status of the
storage room.  It contains the water heater, mops and
brooms, old bed springs, etc.  In the middle of the room a
space has been cleared for a table, around which are seated
Hooker, Gondorff, Niles, Singleton and Twist.  Gondorff is
in his T-shirt, but still wears his hat.  Kid Twist is in a
suit as usual.  The room is illuminated by a single bare
bulb hanging from the ceiling.

				TWIST
			(showing Hooker
			photographs of three men)
		These are Combs' favorite torpedoes.
		Riley and Cole.

We recognize Riley and Cole as the two guys who got into
Mottola's cab.

				TWIST
		They do most of the small jobs, but
		Lonnegan might not wanna use 'em on
		you 'cause they're kinda messy.  No
		class.

We go to Hooker.  He's real grateful.  Billie, wearing an
evening dress, enters the room and begins gathering up the
empty beer mugs on the table.

				TWIST
		We got reason to believe Riley was
		the guy who hit Luther.  But if you
		see either one of these two, find
		yourself a crowd, or take 'em
		someplace you know you can handle
		'em.

				GONDORFF
		But most of all let us know.  If
		they got a hit on you, we gotta
		fold up the con.  You're too
		exposed.  You got that?

Hooker nods, but we know he hasn't really got that.

				HOOKER
		You sure it'll be one of these two?

				TWIST
		No.  They're just the only ones we
		know of.

Billie has finished  gathering the mugs, and leaves the room
with them.  We follow her down the hall and into the:

RECEIVING ROOM OF HER BROTHEL

Carousel music filters up from the arcade below.  The room
has a bar along one wall and the rest of the space is taken
up by tables and couches.  It's a comfortable place, but not
opulent.  Some of the girls sit patiently on the couches,
others play canasta at the tables.  Most of the men are at
the bar, fortifying themselves for the task at hand.  Billie
comes over to the bar.

				BILLIE
			(to the bartender)
		Set me up five more beers, will ya
		Danny.

As Danny goes to fill the mugs, Billie's eyes fix on a man
at the end of the bar.

We move to reveal Snyder, intently scanning the room, as if
he'd lost a dancing partner in the crush.  Not finding what
he wants, he comes down the bar to Billie.

				SNYDER
		You the owner here?

				BILLIE
		That's right.

				SNYDER
			(flipping out his badge)
		Lieutenant Snyder.  Bunco.

				BILLIE
		Joliet badge, Snyder.  Don't cut
		much up here.

				SNYDER
			(trying to ignore her remark)
		I'm lookin' for a guy on the lam
		from a counterfeiting rap.  Thought
		he mighta come in here.

				BILLIE
		Don't think so.  I know everybody
		in the place and I always bounce
		the lamsters.

				SNYDER
		All right if I look around your
		lobby?

				BILLIE
		No, but you're welcome to a free
		beer before you go.

Billie grabs a bottle of beer, pours some in a shot glass
and pushes it over to Snyder.  He ignores the gesture.

				SNYDER
			(with controlled force)
		I don't really need your permission.

We go to Billie.  She knew that when he came in.

							CUT TO:

THE STORAGE ROOM AGAIN

The discussion continues.  Hooker, a bit out of his depth
here, listens and stays silent.

				SINGLETON
		Lonnegan's a fast egg, Henry.  He's
		not gonna sit still for a standard
		play.

				GONDORFF
		Everybody'll sit still for somethin'.
		What did ya find out about the
		train, Eddie?

				NILES
		He's been taking the 8:10 Century
		Limited outa New York on Friday and
		getting in here early Saturday
		morning.  He usually stays a day to
		check on his policy operations, and
		then flies back.

				GONDORFF
		Wonder why he doesn't fly both ways.

				NILES
		The porters say he runs a braced
		card game in one of the cars.  $100
		minimum, straight poker.  Last time
		he pulled in here ten grand heavier
		than he left New York.

				GONDORFF
		Fancies himself a gambler, huh?

				TWIST
		Lotta plungers ride that train just
		to play him.

				GONDORFF
			(breaking into a smile)
		See J.J., he's slowly down already.

							CUT TO:

THE RECEIVING ROOM AGAIN

Snyder has completed his inspection of the "lobby" and found
nothing.  Danny, meanwhile, has set up the five beers on a
tray.

				SNYDER
		Which way are the rooms?

				BILLIE
		Who told ya this guy was in here?

				SNYDER
		Nobody.  I just know what kinda
		women he likes.  I'm gonna check
		all the joyhouses till I find him.

				BILLIE
		Maybe I could help ya if ya told me
		his name.

				SNYDER
		I think I'll keep that to myself.
		Which way are the rooms?

				BILLIE
		Right through there.  But I wouldn't
		go in there if I were you.
			(picks up the tray)


				SNYDER
			(snidely)
		What are ya gonna do, call the cops?

				BILLIE
		I don't have to.  You'll be bustin'
		in on the Chief of Police just up
		the hall.
			(she exits with the drinks)


Snyder is stopped cold.  He calls after her.

				SNYDER
		Keep your nose clean, lady.  He
		can't spend all his time here.

							CUT TO:

THE STORAGE ROOM AGAIN

Billie comes over to Gondorff and whispers in his ear, while
the others talk.  His eyes flick momentarily to Hooker.

				SINGLETON
		I think we ought to play him on the
		Rag.  It's the tightest game we
		got, and it's not all over the
		papers yet.

				NILES
		No good, J.J.  You're not gonna con
		stocks to a banker.  Lonnegan's too
		smart for that.



				TWIST
		What are you going to do, con the
		payoff to a gambler?

				SNYDER
		Twist is right.  It won't work.

Gondorff has nodded to Billie and now rejoins the
conversation.  She serves the others beer.

				GONDORFF
		We'll use the wire.  Never known a
		gambler who wouldn't like to beat
		the ponies.

				NILES
		The wire is ten years outa date.

				GONDORFF
		That's why he won't know it.

				SINGLETON
		I'm not sure I know it.

				GONDORFF
		We'll give him the hook on the
		train, and play him here.  You
		think I can get in that poker game,
		Eddie?

				NILES
		All you gotta do is show up with
		some money and look like a fool.

				GONDORFF
		I also gotta win.

He looks at Hooker.  There is a challenge in their book.
Gondorff smiles broadly, then casually, to them all.

				GONDORFF
		By the way, any of you guys been
		passing off any green goods lately?

We go around the table.  No reply.

				GONDORFF
		Billie, if that Dick comes in
		again, stall him till I can get a
		look at him.  And let me pay ya for
		these beers.

				BILLIE
		What are you talking about?  It's
		on the house.

				GONDORFF
			(pulling out a $5 bill)
		Naw, I want ya to have this.

He hitches up Billie's skirt, and puts the bill in her garter.

				GONDORFF
		Don't look at it till ya go to bed
		though or it'll turn to paper.

Billie smiles and leaves the room.

INT. HALLWAY

She walks halfway down the hall and stops.  She can't wait.
Lifting up her skirt, she finds that the five has indeed
turned to paper.  As she breaks into laughter and continues
on down the hall, we:

							FADE OUT.

FADE IN:

THE HOOK

							FADE OUT.

FADE IN:

EXT. A SUNKEN ALLEY - DAY

Actually little more than a service area between two
apartment buildings.  Niles, Kid Twist, and a middle-aged
black man, named Benny Garfield, enter the alley with an old
man and follow him down a stairwell to a subterranean
basement.  A faded sign above the door says Stenner's
Billiards.  We follow them inside to a:

INT. A LARGE BARREN ROOM - DAY

An office comes off it at one end.  Judging from the
fluorescent lights overhead and the scattered cue racks
which still hang tenuously on the walls, the place, indeed,
used to be a pool hall.  Niles and Garfield go all the way
to the back, while Twist stays near the front with the old
man.

				NILES
		Looks all right.  It's big enough
		and off the street.

				GARFIELD
		I don't know.  This is kinda short
		notice.  I'm not sure we can get it
		all done by Saturday.

				NILES
		Got to.  Gondorff's ridin' the mark
		in from New York on the Century.

Garfield thinks it over a little.  He's taking another look
at the place.  We go to Twist and the old man by the door.

				TWIST
		We'll take it.
			(pointing through the door)
		You manage the building at the end
		of the alley?

				OLD MAN
			(with pride)
		For fifteen years.

				TWIST
		I'll need a room over there that
		faces this way.  How much a week?

				OLD MAN
		Only rents by the month.  Two
		hundred and fifty for the two of
		them.

				TWIST
			(pulling out his wallet)
		This is the last time I expect to
		see you down here.

				OLD MAN
			(watching the bills
			being counted into
			his hand)
		Never heard of the place.

We go back to Niles and Garfield.

				GARFIELD
		Been a while since I stocked a wire
		store.  Not many mobs playing that
		anymore.

				NILES
		All we need is the bookie setup for
		now.  We'll worry about the
		telegraph office later.

				GARFIELD
		All right, I'll rent ya everything
		I got in the warehouse for two
		grand.  That'll give ya phones,
		cages, blackboards and ticker gear.
		You supply the guys to move 'em.
		If you want a counter and bar,
		that's another grand.  I don't know
		where the hell I'm gonna get 'em
		though.

				NILES
		C'mon, you can do better than that.
		We ain't no heel grifters.

				GARFIELD
		You want the stuff tomorrow or
		don't ya?  It's gonna take hours
		just to clean it up.
			(pause)
		Besides, Gondorff's still a hot
		item.  Where am I gonna be if he
		gets hit?

				NILES
		Just give us what ya can, Benny.
		We'll send a truck down.

Twist has rejoined them by now.

				TWIST
			(to Garfield)
		You wanna work flat rate or
		percentage?

				GARFIELD
		Who's the mark?

				TWIST
		Doyle Lonnegan.

				GARFIELD
		Flat rate.

							CUT TO:

INT. A NEW YORK TRAIN STATION - DAY

We pick up Doyle Lonnegan, accompanied by two bodyguards and
Floyd, making his way through the station.  He stops at a
cigar counter to buy some cigarettes, and we reveal Gondorff
and Hooker sitting on their suitcases on the other side of
the room.

				GONDORFF
			(eyes fixed on Lonnegan)
		Guy in the blue pinstripe and grey
		fedora.

Hooker looks and finally spots him in the crowd.  We go back
to Lonnegan, as he moves off from the cigar counter, toward
his train.  Hooker watches him with the intensity of one
gazing on a religious object.

				HOOKER
		He's not as tough as he'd like to
		think.

				GONDORFF
			(picking up his suitcase)
		Neither are we.

							CUT TO:

EXT. TRAIN

Lonnegan and his retainers getting on the train.  Two cars
down the line, we see Hooker and Gondorff boarding also.  On
his way in, Gordorff takes the conductor aside.

				GONDORFF
		I hear there's a friendly poker
		game on this train tonight.  You
		know anything about that?

				CONDUCTOR
		A little.

				GONDORFF
		You think you could get me in that
		game?

				CONDUCTOR
		I don't know.  There's usually a
		waiting list.

Gondorff flashes a $50 bill.

				CONDUCTOR
			(loosening up a bit)
		That'll get you first alternate, sir.

Gondorff pulls out another fifty.



				CONDUCTOR
			(taking the money)
		I'll see what I can do.

							CUT TO:

INT. A BASEMENT BAR - EARLY EVENING

Kid Twist enters and threads his way through the maze of
tables to a door at the back of the building.  A large bull
of a man is stationed there, obviously to discourage those
who don't have credentials to enter.  Twist is not such a man.

				TWIST
			(going right on through)
		How ya doin', Lacey.

				LACEY
			(innocently pleased
			for one so menacing)
		Good to see ya again, Twist.

INT. ANOTHER ROOM - EARLY EVENING

Inside is another room, this one much better lit than the
outer one.  There are only three tables in here, around
which are seated the elite of the Con World.  Twist is
enthusiastically greeted by Duke Boudreau, a large, rotund
man whose stylish dress and authoritative manner mark him as
a powerful figure in this group.

				BOUDREAU
		Twist!  When did you get back in
		town?

				TWIST
		Coupla days ago.  I'm workin' a big
		one with Gondorff on the North Side.

The two men sit down together, apart from the others.

				TWIST
		Listen Duke, we're setting up a
		wire store.  I need a twenty man
		boost right away.

				BOUDREAU
		I got twenty or so in here tonight.
		Take your pick.

				TWIST
		These guys have gotta be the quill,
		Duky.  We can't afford to rank the
		joint.

				BOUDREAU
			(to one of his assistants)
		Get me the sheet, Jake.  Let's see
		who's in town.

							CUT TO:

THE OUTER PART OF THE BAR AGAIN

A silhouetted figure appears in the entrance doorway.  The
word "chill" races from table to table and the place falls
still.  The bartender pushes a button behind the bar and a
buzzer goes off in the back room.  Boudreau gets up from his
table and opens a small viewing port in the door.

The silhouetted figure is now walking slowly past the silent
tables.  It's Snyder and he's checking out every face in the
place.

				BOUDREAU
		Twist, you know this guy?

				TWIST
			(taking a look
			through the viewing port)
		No.  Never saw him before.  He's a
		dick, though.

Snyder walks all the way to the back, and then retraces his
route.  About halfway back, he stops at one of the tables,
recognizing a grifter he knows.  It's the Eirie Kid.

				EIRIE KID
		Hello, Snyder.  What are you doin'
		up here?

				SNYDER
		I'm on vacation.  You seen your
		friend lately?

				EIRIE KID
		Yeh, he packed it in and enrolled
		in detective school.

Snyder, in no mood for jokes, grabs Eirie by the hair and
slams his face into the table.  Eirie just stays there; he
knows it doesn't pay to assault a detective.  Twist is
watching all this intently from the viewing port.

				SNYDER
		You see him, you tell him to pay
		his debts before I get him.

Eirie raises his head slowly, but says nothing.  There is a
slight trickle of blood from his nose.  Snyder turns and
walks slowly out of the bar.  When he is a safe distance
down the street, the chatter and drinking resume.

							CUT TO:

THE INSIDE ROOM AGAIN

Twist gives an all clear signal and returns to the table
where he and Boudreau were talking.  Boudreau reads from a
list of names.  Twist listens with a certain preoccupation.
He's still thinking about the little confrontation he just
witnessed.

				BOUDREAU
		Paltrow, Sterling, Furey, and the
		Big Alabama are in from New Orleans.
		Fiskin and the Boone Kid from
		Denver, and Phillips, Barnett and
		Limehouse Chappie from New York.
		Those and the guys outside should
		give ya 30 or so to choose from.

				TWIST
		Good, have 'em down at Stenner's
		old Pool Hall before 3:00.  We're
		gonna run through the route tonight.

				BOUDREAU
		Okay, Twist, but you know if this
		blows up, I can't do ya no good
		downtown.  Gondorff is Federal.

				TWIST
		Don't worry about it, pal.

							CUT TO:

EXT. SPEEDING PASSENGER TRAIN - NIGHT

Ripping through an open stretch between New York and Chicago.

							CUT TO:

INT. TRAIN - NIGHT

Singleton is walking down a passageway and stops at a door
and goes in.

INT. GONDORFF'S COMPARTMENT - NIGHT

Gondorff is rapidly shuffling cards to four empty places.
He is alone.  He looks up as Singleton enters.

				SINGLETON
		You in?

				GONDORFF
		Yeh, I think so.  I gave the kay-
		ducer a C-note.  You find out the
		deck?

				SINGLETON
		He usually plays with a Royal or a
		Cadenza.
			(handing him two
			sealed decks)
		I got you one of each.  He likes to
		cold deck low, 8's or 9's.

				GONDORFF
		Nice work, J.J.

Singleton slips out as Gondorff unpeels the packs.

INT. TRAIN - NIGHT

We pick up Lonnegan coming out of his compartment, flanked
by only one bodyguard and Floyd.  He starts through the
passenger section toward the compartment where the poker
game will be held.  Suddenly a drunken woman comes staggering
around the corner and bumps into him.

They grapple a moment and Lonnegan pushes her away in disgust.

				WOMAN
			(sloppy drunk)
		Keep your mitts off me, ya big lug.
		If I'da wanted you handlin' me I
		woulda asked ya.

Lonnegan ignores her and proceeds down the passageway.  As
the woman proceeds in the other direction between passengers,
we see it is Billie.  She drops something on a seat beside a
passenger.  A hand reaches to pick it up.  It is Lonnegan's
wallet and it is Hooker who picks it up.

Hooker waits a moment, then stands and goes in the direction
Lonnegan has taken.  He passes by the open door to the card
room, hesitating only slightly to hear the greetings
exchanged inside before the door is shut.  Then he continues
on into the next car.  He turns into Gondorff's compartment.

							CUT TO:

INT. GONDORFF'S COMPARTMENT - NIGHT

Gondorff is still practicing.  He looks up as Hooker enters
and tosses him the wallet.

				HOOKER
		She got him clean.  He hasn't
		missed it.

Gondorff nods, takes the money out, counts it.

				GONDORFF
		Fifteen grand.  Looks like he's
		expecting a big night.

He takes out his own wallet and puts the money in it, and
tosses the empty wallet back to Hooker, and resumes his
shuffling and dealing.  Hooker sits back silently and
watches him.

				HOOKER
		He's waitin' for you in the card
		room.

				GONDORFF
		Let him wait.

As he deals, on the second pass he attempts to cut from the
bottom, muffs it completely and sprays half the deck on the
table.  Hooker regards him steadily as he gathers them back
up.  Gondorff finally meets his gaze.

				GONDORFF
		You just worry about your end, kid.

				HOOKER
		If we ever get to it.

							CUT TO:

INT. THE POKER ROOM - NIGHT

A specially outfitted compartment with a table and chairs in
the middle and leather cushions around the outside for
kibitzers.  Lonnegan and 3 other players are already there
and seated.  They're getting slightly impatient.

				LONNEGAN
			(to the Conductor)
		Where the hell is this guy?

				CONDUCTOR
		I don't know.  He said he'd be here.

							CUT TO:

GONDORFF'S CABIN AGAIN

Gondorff is standing in front of the mirror dressing.  He
grabs up a clean white shirt and rumples it up in his hands.
He then picks up a half-full bottle of bourbon.  Hooker
gives him a disapproving look.  Gondorff smiles and pats
some on his face.

							CUT TO:

THE POKER ROOM AGAIN

Everybody's itchy now.

				LONNEGAN
		All right, let's start without him.
		Mr. Clemens, give me the cards.

The Conductor hands him a sealed deck.  As he begins to open
it, Gordoff comes into the room, coatless, rumpled, unshaven
and looking slightly tipsy.  The others at the table, all
men of high school or financial standing, are somewhat put
off.

				GONDORFF
		Sorry I'm late boys.  I was takin'
		a crap.

This bit of grossness does little to improve his image.

				CONDUCTOR
			(making the
			introductions;
			referring first to Gondorff)
		Mr. Shaw is a bookmaker from
		Chicago.  Mr. Shaw, meet Mr.
		Clayton from Pittsburgh, Mr.
		Jameson, Chicago, Mr. Lonnegan, New
		York and Mr. Lombard, Philadelphia.

Gondorff nods and takes a seat, none too gracefully.

				CONDUCTOR
		Straight poker, gentlemen.  100
		dollar minimum, table stakes.  We
		assume you're good for your debts.

				LONNEGAN
			(shuffling the cards)
		Mr. Shaw, we usually require a tie
		at this table.  If you don't have
		one, we can get ya one.

				GONDORFF
		Yeh, that'd be real nice of ya, Mr.
		Lonneman.

				LONNEGAN
			(irritated)
		Lonnegan.

He begins to deal, obviously not pleased that his evening
seems to be peopled with drunks.

							CUT TO:

EXT. THE SUNKEN ALLEY - NIGHT

A truck is now parked at the end of the alley, and several
workmen are busy unloading it.  One group carries a large
blackboard; others have boxes of glasses, ash tray stands,
furniture, etc.  Take several cuts.

							CUT TO:

INSIDE THE ONCE-VACANT POOL HALL

Now a blaze of activity.  We take several cuts of workmen
papering the walls, tacking down carpet, putting in new
light fixtures, painting signs, all under the supervision of
Niles.  From now on, we will refer to the pool hall as the
store.

Back in the office, Kid Twist is "interviewing" one by one,
a group of con men lined up outside the office door.  A
gray-haired old buzzard, Curly Jackson, approaches the table
which is serving Twist as a desk.  Curly is practically in
rags and has several days growth on his face.  He wears a
little beret which he takes off to address Twist.

				CURLY
		Name's Curly Jackson.  I worked for
		Gad Bryan outa Baltimore.

				TWIST
		You ever played the Wire, Curly?

				CURLY
		Used to rope for it long ago.  I
		can shill, mark board, anything you
		want.  I don't run with riffraff
		and I only drink on weekends.
			(affecting an English accent)
		Me specialty is an Englishman.

Twist is taken with the man, despite his appearance.

				TWIST
		All right, Curly, you're in.  We
		got a rack of suits over there.
		Get yourself a nice tweed one.

				CURLY
			(exiting)
		That's all right.  I got all my own
		stuff.

							CUT TO:

THE CARD GAME AGAIN

Gondorff and Lonnegan have most of the chips.  Lonnegan is
slightly ahead.  Gondorff has made a token attempt to wear
the provided tie, having tied it in a knot around his neck,
but not having bothered to put it under his collar.  He has
a shot glass and a bottle next to him, from which he has
been drinking heavily.  He and Lonnegan are the only ones
left in this hand.

				LONNEGAN
			(throwing chips in)
		Raise 500.

				GONDORFF
			(likewise)
		See ya and raise three.

				LONNEGAN
			(more chips)
		See and raise five.

				GONDORFF
		Five and call.

Lonnegan lays down his hand, a solid two pair.  Gondoroff
turns out three tens.  Lonnegan is beat.

				GONDORFF
		Tough luck, Lonnihan, but that's
		what you get for playin' with your
		head up your ass.  Couple more like
		that and we can all go to bed
		early, huh boys.

Lonnegan burns, and the "boys" have no comment.

							CUT TO:

INT. THE STORE - NIGHT

The work is still progressing.  We see two workmen installing
a ticket tape machine in a secluded area of the store.

				GARFIELD
		We bought ya a tap into Moe
		Anenberg's wire.  He's got eyes at
		every track in the country.  You'll
		get race results, odds, scratches,
		pole positions, everything; and
		just as fast as Western Union gets
		'em.

				NILES
		Does J.J. know how to use this thing?

				GARFIELD
		All he's gotta do is read.

We go to Kid Twist, still conducting interviews in the
office.  A young, rather sullen man, Buck Duff, steps to the
table.

				DUFF
		Buck Duff.  I was in Maxwell's
		boost in Troy.

				TWIST
		You the Duff that didn't come up
		with his end when Little Jeff was
		sent up?

				DUFF
		Wasn't no problem a mine.

				TWIST
		He was a con man, wasn't he?

				DUFF
		He was a tear-off rat.  He got what
		he deserved.  No sense helpin' pay
		his bills.

				TWIST
			(like ice)
		Shove off, Duff.

Duff stands there a second and then slouches away from the
table.  He stops however, by the door.  The next man up is
the Eirie Kid.  Twist knows he's seen him somewhere before.

				EIRIE KID
			(nervous as hell)
		Names's Joe Eirie.

Twist waits for more, but it's not coming.

				TWIST
		You played for any particular mobs?

				EIRIE KID
		No.

				TWIST
		You know the Wire at all?

				EIRIE KID
		No...I never played no Big Con
		before.  But Luther Coleman was a
		friend a mine.  I thought maybe
		there was something I could do.

				TWIST
			(pointing to Eirie
			slightly swollen nose)
		You get that nose in Duke Boudreau's
		tonight?

Eirie nods a reluctant "yes."

				TWIST
		You got moxie, Eirie.  Get yourself
		a suit.

Eirie is so happy, he can barely blurt out a thank you.
Buck Duff, enraged that Twist would hire a total amateur,
turns in disgust and strides vengefully out of the store.

							CUT TO:

THE CARD GAME AGAIN

The room is dense with smoke now, and the players are
feeling the heat.  Gondorff has his white shirt open,
revealing a stained T-shirt underneath.  The bottle next to
him is almost empty.  He sneezes and wipes his nose with the
tie Lonnegan gave him.

The chips are now about equally divided between Gondorff and
Lonnegan.  The others are losing badly.

				GONDORFF
		Raise 300.

				LONNEGAN
		Pass.

				JAMESON
			(throwing in his last
			few chips)
		Raise 200.

				GONDORFF
		Two and call.

Jameson lays down two pair.  Gondorff has a flush.  Gondorff
rakes in the chips, which now put him ahead of Lonnegan.

				JAMESON
		Well, I'm out.

				GONDORFF
		Don't worry about it, pal.  Lemongan
		here wouldn'ta let you in the game
		if you weren't a chump.

				LONNEGAN
			(getting to his feet)
		I've had enough of your lip, Shaw.

Gondorff grabs the whiskey bottle next to him, breaks it
against the table and waves the jagged end in Lonnegan's face.

				GONDORFF
			(barely able to stand up)
		Just take it easy there, Larrabee.

Jameson and the conductor step in between.

				JAMESON
		Let's take a break for a couple
		minutes and cool off.

Lonnegan storms out of the room, followed by Floyd and
Bodyguard.

INT. SMOKING ROOM

We pick up Lonnegan coming down the passageway to enter the
smoking room.

				LONNEGAN
			(to his assistant)
		I've had it with that bum, Floyd.
		Stack me a cooler.

				FLOYD
			(trying to settle him down)
		You've only been playin three
		hours, Doyle.

				LONNEGAN
			(not to be pacified)
		I don't care.  Load me a deck.  Set
		it up for threes and nines.  I'll
		cut it in on his deal.

				FLOYD
			(taking a deck and
			beginning to sort it)
		What do ya want the others to get?

				LONNEGAN
		Nothin'.  They gotta be outa there
		early.  I'm gonna bust that bastard
		in one play.

							CUT TO:

INT. THE POKER ROOM AGAIN - NIGHT

A pair of hands shuffling.  We pull back to reveal that
they're Gondorff's.  He passes the deck to Lonnegan to be
cut and turns to pen a new whiskey bottle.  Lonnegan takes
the deck and in one lightning motion substitutes a new deck,
while making it look like he's cutting the old one.

Gondorff picks up the deck and begins to deal.  As the hand
is picked up, we see that Gondorff has four threes, Lonnegan
four nines, and everybody else has nothing.

				CLAYTON
			(opening the bidding)
		Fold.

				LONNEGAN
		250.

				GONDORFF
		Raise 1,000.

				LONNEGAN
		Raise 500.

Gondorff looks at Lonnegan very carefully for a second.
Lonnegan meets his stare.

				GONDORFF
			(slowly)
		Raise 2,000.

The spectators shift a little.  It's the biggest bet of the
night.

				LONNEGAN
		See and raise 1,000.

				GONDORFF
			(taking it to him)
		Raise 5,000.

Lonnegan fingers his remaining chips.  He knows he's won,
but he wants to bleed it for every bit of suspense.

				LONNEGAN
			(going for broke)
		See, and raise the rest.

Lonnegan pushes in the rest of his chips.  Gondorff, who is
only required to match Lonnegan's total, throws in all his
too.  It's a showdown.

				GONDORFF
		Call.

Lonnegan puts down his four nines.  Gondorff just stares at
them a second, lets out a deep sigh and lays down four jacks.
Lonnegan is aghast.  This just can't be.  He glances at
Floyd, who can do nothing but sit there with his mouth open.

				GONDORFF
			(raking in the chips)
		Well that's all for me tonight,
		boys.  I'm gonna leave ya some cab
		fare.

The other players look at each other in disgust, and reach
for their wallets, all of which are well stocked.

				GONDORFF
			(to Lonnegan)
		You owe me 15 grand, pal.

Lonnegan, with a stare that could kill, reaches for his
wallet.  Suddenly the stare goes soft.  He tries a few more
pockets.  No soap.

				LONNEGAN
			(getting up to get it)
		I guess I left it in my room.

				GONDORFF
			(blowing up)
		What!  Don't give me that crap you
		little weenie.  How do I know you
		ain't gonna take a powder.
			(waving his wallter,
			which is full of
			Lonnegan's money)
		You come to a game like this, you
		bring your money.

Lonnegan, having had all he can take, goes for Gondorff, but
is restrained by the conductor.

				GONDORFF
		All right, buddy, I'm gonna send a
		boy by your room in five minutes,
		and you better have that jack, or
		it's gonna be all over Chicago that
		your name ain't worth a dime.

Gondorff stalks out of the room.  We pick him up coming down
the passageway to his compartment.

INT. GONDORFF'S COMPARTMENT

The drunkenness has vanished.  We follow him into his cabin,
where Hooker is waiting anxiously.

				HOOKER
		How'd ya do?

				GONDORFF
			(modestly)
		Well we got some workin' money
		anyway.

Gondorff tosses his winnings on the table.

				GONDORFF
			(big smile)
		Okay, kid, you're on.  But I gotta
		tell ya, its a hard act to follow.

							CUT TO:

INT. LONNEGAN'S CABIN - NIGHT

Lonnegan sits in a chair smoking, obviously still upset.
Floyd paces in front of him.

				FLOYD
		I know I give him four threes.  We
		can't let him get away with that.

				LONNEGAN
		What am I supposed to do?  Call him
		for cheating better than me?

There's a knock at the door.  Floyd goes and opens it.  It's
Hooker.

				HOOKER
		My name's Carver.  Mr. Shaw sent me.

Floyd motions him in without a word.

				LONNEGAN
		Your boss is quite a card player,
		Carver.  How does he do it?

				HOOKER
			(very matter-of-factly)
		He cheats.

Lonnegan says nothing.  He doesn't like smart asses.  He
looks Hooker over a second, as if considering whether to
have him wasted or not.

				LONNEGAN
			(reaching into his
			coat pocket)
		He'll have to take a check.
			(pulling out a check)
		I couldn't find my wallet.

				HOOKER
		Yeh, he knows that.

				LONNEGAN
			(startled)
		What do you mean?

				HOOKER
			(pulling out
			Lonnegan's wallet and
			tossing it to him)
		He hired a dame to take it from ya.

Lonnegan just holds the wallet.  He can't believe it.



				HOOKER
		You were set up, Lonnegan.  Shaw's
		been planning to beat your game for
		months.  He was just waiting for
		you to cheat him so he could clip ya.

				LONNEGAN
			(the heat rising)
		I could have you put under this
		train for this, errand boy.

				HOOKER
			(cool as hell)
		So could Shaw.

				LONNEGAN
		Then why the rat?

				HOOKER
		Cause I'm tired of bein' his nigger.
			(pause)
		I want you to help me break him.

Lonnegan looks at Hooker long and hard, as if the intensity
of his gaze could separate truth from fiction.  Lonnegan
hadn't expected this, but now that it's here, it better be
on the level.  The silence is suddenly broken by the noise
of the train braking into the station.

				LONNEGAN
			(to Hooker)
		C'mon, I'll give ya a lift home.

Hooker hesitates, not sure whether to accept or not.

				LONNEGAN
		What's the matter?  You gotta get
		back to Shaw?

				HOOKER
		Naw, he picked up some jane in the
		bar.  Can't see him till morning
		anyway.

				LONNEGAN
		All right, then.

							CUT TO:

INT. LONNEGAN'S CAR - NIGHT

Driving through the city, the driver and Floyd in front,
Hooker and Lonnegan in back.

Hooker glances out the window from time to time, just to
make sure they're really going to his place.

				LONNEGAN
		Why me?  Shaw probably has lotsa
		enemies to choose from.

				HOOKER
		I need somebody respectable...but
		not completely legit.  What I'm
		gonna do isn't very legal.

				LONNEGAN
			(insulted)
		I'm a banker, friend.  That's legit
		in this state.

				HOOKER
		All you gotta do is place a bet for
		me at Shaw's place.  I'll supply
		all the money and the information.

Lonnegan is listening, but you'd never know it.

				HOOKER
		If you help me out, I'll pay ya
		back the money you owe Shaw, myself.

				LONNEGAN
		That's worth fifteen grand to ya?

				HOOKER
		Maybe a couple million.

We go to Lonnegan.  He's still not talking, but that last
phrase has registered.

EXT. HOOKER'S PLACE

The car pulls up in front of Hooker's place.

				LONNEGAN
		You're dreamin', kid.

				HOOKER
			(getting out)
		660 Marshall Street.  Tomorrow at
		12:30, if you're interested.

				LONNEGAN
			(diffidently)
		If I'm not there by quarter of, I'm
		not coming.

Hooker nods and walks up the steps to his apartment building.
Lonnegan's car speeds away from the curb and on out of sight.
Hooker breathes a sigh of relief.  He's passed his first
test; or has he?  We follow him up the stairs to his room.

INT. HOOKER'S APARTMENT

He's just about to unlock the door, when he notices the
little piece of paper he left in the door is on the floor.
Without the slightest hesitation, Hooker leaps over the
bannister and races back down the stairs.  Two gunmen, Riley
and Cole, burst out of his room and fire at him over the
railing, but he's already too far down.  Riley and Cole give
chase.

							CUT TO:

THE FRONT OF THE BUILDING

Riley and Cole barrel out of the building and onto the
sidewalk.  There is an empty bus stopped at a light, but
they find no sign of Hooker.  As the light changes, we cut
to the other side of the bus, where we see Hooker crouched
on the rear wheel housing, hanging on to a vent.  He's a
little shaken, but most of all, he's still alive.  We hold
on him, as the bus moves off.

				GONDORFF (V.O.)
		Everything go all right?

				HOOKER (V.O.)
			(lying)
		Yeh, it was easy.

							CUT TO:

INT. THE STORE - NIGHT

Hooker and Gondorff are sitting alone in the back office
while the work goes on outside.  Their conversation continues.

				GONDORFF
		No signs of trouble?

				HOOKER
		What do ya mean?

				GONDORFF
		You know, somebody tailin' ya.  A
		torpedo or somethin'.

				HOOKER
			(wanting to get off
			the subject)
		No, not a thing.

Gondorff has his doubts, but lets them ride.

							CUT TO:

OTHER PARTS OF THE STORE

We concentrate on some of the fine details, i.e. Garfield
explaining how the ticker will read out to Singleton and
Billie; Curly Jackson showing a younger con man how to mark
the odds board properly.

				GONDORFF (V.O.)
		How 'bout Lonnegan?

				HOOKER (V.O.)
		I gave him the breakdown just like
		ya told me to.

				GONDORFF (V.O.)
		And?

				HOOKER (V.O.)
		He threatened to kill me.

				GONDORFF (V.O.)
		Hell, they don't do that and you
		know you're not gettin' through to
		'em.

We concentrate on Niles, who's making up the "boodles" or
fake bankrollls.  He puts a real $100 bill on the bottom,
then two inches of cut green paper on top, and then another
$100 bill on top of that, so that it looks like he has a
whole stack of $100 bills.  The bundle is then bound with a
sealed label, like those used in banks, that says $10,000.
We see that he has already made several of these bundles.

				HOOKER (V.O.)
		Then he drove me home.  He tried to
		put himself away as legit, so I
		went right into the pitch.

				GONDORFF (V.O.)
		Did he hold you up on anything?



				HOOKER (V.O.)
		Naw, he just sat there and listened.
		I don't know if he bought it or not.

							CUT TO:

INT. THE STORE

Twist in the middle of the room giving a route to the Eirie
Kid.  He shows him where to get his drink at the bar, where
to sit and finally how to leap up and throw his racing form
down in disgust.

				GONDORFF (V.O.)
		That's all right.  Once they start
		listening, they're in trouble.
		Just don't give him more than he
		asks for.  If you rattle his
		imagination a little, he'll come up
		with all the right answers himself.
		But all he's gotta do is catch you
		in one lie and you're dead.

							CUT TO:

HOOKER AND GONDORFF IN THE STORE OFFICE AGAIN

They both look tired.

				HOOKER
		You think he'll show?

				GONDORFF
		Did he say he wouldn't?

				HOOKER
		No.

				GONDORFF
			(softly)
		He'll show.

							FADE OUT.

FADE IN:

THE TALE

							FADE OUT.

FADE IN:

WE OPEN ON A WIDE SHOT OF THE ALLEY OUTSIDE THE STORE

At first it appears to be deserted, but we move to reveal a
figure in an upper window of the apartment building which
forms one side of the alley.  It's Kid Twist.  His eyes roam
the street, for what, we do not yet know.

							CUT TO:

INT. AN OLD DRUGSTORE ACROSS FROM THE ALLEY - DAY

Probably prosperous at one time, it has since declined, its
large fountain and eating area bow host to two bums and
Hooker, who sits alone in a rear booth near the telephone.
Dressed in a tuxedo, he nurses a cup of coffee, and anxiously
alternates his glances between the clock and the empty
street outside.  It's 12:52.

							CUT TO:

INT. THE STORE - DAY

The place is full of people, although we avoid long shot so
as not to give away the room as a whole yet.  Instead, we
concentrate on the tense, waiting faces of some of the more
familiar people:

Gondorff and Niles in tuxedos behind a barred cashier's area.
Gondorff mutilates a piece of gum in his mouth.  Niles just
stares out into space cracking his knuckles.

				GONDORFF
		Eddie, cut that out, will ya.

The boardmarker walking nervously back and forth in front of
his odds board, checking every letter and number.  He stops
to cross a T on one of the horses' names.  It was already
crossed, but he does it again anyway.

Billie and Singleton, in an area hidden from the rest of the
room, watching the print-out on the ticker machine.  The
clicking of the ticker is the only sound we hear in the store.

Curly Jackson in front of a mirror, pasting a fake Van Dyke
on his chin to go with his tweed suit and monocle.

A couple of Billie's girls adjusting their waitress outfits
and primping their hair.  Each has a tray full of drinks
beside her.

The Eirie Kid silently retracing his "route" to make sure he
has it down.

Despite the crowd, there is no talking and little movement,
save for the constant swirling of smoke from several cigars
and cigarettes.  The group is like a theatre company waiting
to go on opening night.

							CUT TO:

THE DRUGSTORE AGAIN

It's 12:56 and Hooker is worried.  He looks up to see two
large men, obviously racket goons, come in the front door,
and take a seat facing him in the next booth.  They stare at
him impassively, waving the waitress away when she comes to
take their order.  Hooker knows they're Lonnegan's men, but
is somewhat unsettled by the fact that Lonnegan is not with
them.  Suddenly, a voice.

				VOICE
		Carver?

Hooker turns around to find that Lonnegan is seated in the
booth directly behind him.  His bodyguard is in the one
behind that.

				LONNEGAN
		You should always look to the back
		too, kid.

				HOOKER
			(sliding out of his
			booth and into Lonnegan's)
		I was afraid you weren't gonna come.
		We haven't got much time.

				LONNEGAN
			(curtly)
		Get on with it then.

				HOOKER
			(pointing to telephone)
		Sometime after 1:00 a guy's gonna
		call here and give you the name of
		a horse.
			(pulling out a wad of bills)
		All you do is take this two grand
		across the street to Shaw's place
		and bet it on that pony.  There's
		nothin' to it, but don't take too
		much time.  We only have 3 or 4
		minutes after you get the call.

				LONNEGAN
		You're not gonna break him with a
		$2,000 bet.

				HOOKER
		This is just a test.  The big one
		comes later.  Be careful with that
		though, it's all I got.

				LONNEGAN
		And you were gonna pay me back?

				HOOKER
		I am after this race.

Lonnegan says nothing.  He's not sure he likes a man who's
stupid enough to bet his last dollar on a horse race.

				HOOKER
		I gotta get back before Shaw misses
		me.  Good luck.

EXT. STREET

Hooker hustles out across the street and into the alley.

INT. DRUGSTORE

Lonnegan watches him through the window and then settles
back in his seat to wait for the phone.

OUTSIDE STORE

As Hooker descends the stairwell into the store, he gives
Kid Twist the office.  Twist turns away from the window and
looks at his watch.  12:58.

							CUT TO:

DRUGSTORE

Lonnegan waiting by the phone, idly pinging a knife on the
salt shaker.  It's 1:40.  A man enters the store and walks
over to use the phone.

				LONNEGAN
		We're waitin' for a call.

The man looks at Lonnegan a second, and then at his four
goons.  He decides maybe he'll make the call later.

							CUT TO:

INT. THE STORE

Kid Twist again.  Billie enters the room with a piece of
paper.  Kid Twist looks at it a second and then picks up the
pohne and begins to dial.

INT. DRUGSTORE

Lonnegan again.  He's getting impatient now and lights a
cigarette, and then the phone rings.  He answers it quickly
and we hear:

				TWIST
		Bluenote at 6 to 1 on the nose.

The receiver clicks down at the other end.  Lonnegan hangs
up and goes out the door, followed by his entourage.

EXT. STREET

We follow him across the street and into the alley, where he
signals one of the bodyguards to check the place out.  Kid
Twist pushes a button on his window sill, and a buzzer goes
off inside the store.  The previously inert figures there
spring to life.

Lonnegan's bodyguard descends the stairwell and knocks at
the door, where he is greeted by Hooker in the capacity of
host.  He looks the place over and motions an okay to
Lonnegan.

INT. THE STORE

As Lonnegan enters, we see the room for the first time in
its entirety.  Overnight it has been transformed into a
swank private club, with bar, cigarette girls, upholstered
furniture and chandeliers.

				SINGLETON
		Look at that.  He's got four apes
		with him.

				GONDORFF
		That's what I like about these
		guys, J.J... They always got
		protection against things we'd
		never do to 'em.

Everywhere there is activity.  A bank of telephones buzzes
incessantly.  Sheet writers scurry from phone to phone,
taking bets of tremendous size from prominent people.

				SHEET WRITER
		Yes, Mr. Ruth, 20,000 on Dancing
		Cloud.

We reveal that the phones are controlled by a master switch,
which one of the recruited con men operates from behind a
partition.

The boardmaker, wearing headphones suspended from a sliding
wire, hurriedly chalks up races and odds on a huge blackboard.
From the loudspeakers we hear the words "last flash." The
odds on Bluenote settle down to 8 to 1.

Lonnegan makes his way through the throng toward the betting
line.  His bodyguards fan out to various positions in the
room.  The betting crowd itself (known as the "boost")
consists of close to twenty people, none of whom, of course
are what they're pretending to be.  There are brokers with
pasty faces, sportsmen, tanned and casual, and financiers
with goatees and highly tailored clothes.  Large amounts of
money are changing hands at the betting window.  Boodles are
in sight everywhere.

Lonnegan slips into the betting line, feeling somewhat
estranged from the general merriment around him.  There are
two men in line ahead of him.  The first, Curly Jackson,
slaps down several bundles of cash in front of Niles, who's
the cashier, and places a $20,000 bet on War Eagle.  Gondorff
appears at the cashier's window and catches sight of Lonnegan.

				GONDORFF
		Never get enough, huh pal?  I'd
		think you'd get tired of losin',
		Honnigan.

				LONNEGAN
			(piercingly)
		The name is Lonnegan.

				GONDORFF
			(to Niles)
		Make sure you see cash from this
		guy, Eddie.  He's got the name for
		bettin' money he don't have.

The man in front of Lonnegan puts $5,000 on Dancing Cloud.
He makes the bet on credit.  Lonnegan steps to the window.

				LONNEGAN
		Two-thousand on Bluenote.

				NILES
			(writing out a ticket)
		Is that all?

				LONNEGAN
			(pissed)
		That's all.

Bluenote's race is now up on the board.  The race caller
comes on the loudspeaker.

				CALLER
		Ladies and Gentlemen.  This is
		Arnold Rowe, your caller for the
		second race at Belmont in New York.
		A mile and 1/8.  Four year olds and
		up.  And they're off!

We see that the caller is Singleton, and that he's calling
the race from a concealed booth next to the cashier's cage.

				CALLER
		Around the first turn it's a War
		Eagle first by a length, Jail Bate
		second by one and a half, Dancing
		Cloud third by a half on the
		outside, followed by Lucky Lady,
		Mojo, Wits' End and Bluenote.

Lonnegan goes to the bar, orders a drink, and settles down
at one of the tables.  It happens to be the one the Eirie
Kid is at.  Gondorff and Niles watch it from the cashier's
cage.

				GONDORFF
			(worried)
		That's not where we want him to sit.

Eirie tries to ignore Lonnegan at first, but realizes he
better make some conversation.

				EIRIE KID
		C'mon War Eagle.
			(to Lonnegan)
		That Dancing Cloud's a hell of a
		finisher.  War Eagle's gonna have
		to open up a little more on 'em.

				LONNEGAN
		You know anything about a horse
		named Bluenote?

				EIRIE KID
		Naw, he's never done much.  Probably
		in here just to round out the field.
		War Eagle's where you wanna have
		your money.

Eirie excuses himself and heads for the bar.

				CALLER
		Into the clubhouse turn, it's War
		Eagle by two lengths, Dancing Cloud
		has moved up to second by a half,
		Lucky Lady is third by three
		followed by Jail Bait, Mojo,
		Bluenote and Wits' End.

The heretofore chaotic energy of the parlor is now focused
on the race.  Several of the patrons begin to yell for their
horses.  Lonnegan remains seated.  He seems bored with it
all.  Hooker comes over to clear some empty glasses from his
table.

				LONNEGAN
			(out of the corner of
			his mouth)
		You really picked a winner, kid.

				HOOKER
		Give 'em a little time.

				CALLER
		Into the backstretch it's War Eagle
		still by a length, Dancing Cloud
		closing on the inside, is second by
		two, Lucky Lady is third by one and
		a half, followed by Bluenote, Jail
		Bait, Wits' End and Mojo.

Lonnegan perks up just a little.  Bluenote, at least, has
moved up.  The rest of the people in the place are really
rooting now.  Few of them remain seated.

Hooker arrives at the bar, with the glasses he cleared from
Lonnegan's table.  Eirie is already there, fortifying
himself with a scotch.

				HOOKER
		You're doin' great, Eirie.  He
		loves ya.

Eirie nods, somewhat unconvinced, and heads bak to the table.

				CALLER
		Into the far turn, it's Dancing
		Cloud now by half a length, War
		Eagle is second by two, Bluenote is
		third by a half and moving fast on
		the outside.  Lucky Lady is fourth
		by four lengths, followed by Jail
		Bait, Wits' End and Mojo.

Lonnegan is getting more intent now.

				CALLER
		Coming down the stretch, it's
		Dancing Cloud by one length, War
		Eagle and Bluenote are neck and
		neck by two.  Now it's Dancing
		Cloud, Bluenote and War Eagle.
			(shouting now)
		Dancing Cloud and Bluenote head to
		head...

The place is going crazy.  Even Singleton is standing up to
get the necessary excitement in his voice.

				CALLER
		Dancing Cloud, Bluenote.  Dancing
		Cloud, Bluenote.  It's Bluenote by
		a nose.  Dancing Cloud is second by
		two, War Eagle third by three and a
		half.  Time for a mile and 1/8,
		2:01 and 6/10 seconds.

Most of the patrons collapse into their chairs like spent
lovers.  Eirie slams his racing form to the floor.  Nobody
had Bluenote.

				CURLY
			(tearing up his ticket)
		Bloody awful.  Who in blazes is
		Bluenote?

				LONNEGAN
			(to Eirie, very self-satisfied)
		War Eagle's where you want to have
		your money, huh?

Eirie doesn't reply.  He can't believe Bluenote won.
Lonnegan looks to Hooker.  Hooker gives him a wink.  For
the first time, Lonnegan permits a smile.

							CUT TO:

LONNEGAN AT THE CASHIER'S WINDOW

Niles is counting out $16,000 to him (all of which Gondorff
won the night before).  Gondorff looks somewhat perturbed.
Lonnegan picks up the money and tauntingly waves it at him.

				GONDORFF
			(getting his name
			right this time)
		Don't bother to come back with a
		piker's bet like that again,
		Lonnegan.  We got a $5,000 minimum
		here.
			(to Hooker)
		Show this bum out.

Hooker hesitates a second.

				GONDORFF
		Go on, ya goddamn ninny.

Gondorff gives Hooker a hard shove in the back with his
foot, sending him into a table and sprawling to the floor.

				GONDORFF
			(indicating Lonnegan's
			bodyguards)
		And tell him not to bring his
		garbage men in here no more.  This
		is a class joint.

Hooker, pretending to be humiliated, gets to his feet and
escorts Lonnegan to the door.  Lonnegan stops, gives Gondorff
a derisive smile, and walks out.  Once he's gone, the
general clatter and hubbub in the room cease, like it had
been turned off by a faucet.  Most of the boost sit down and
relax.  Curly Jackson rips off his Van Dyke.  It's been
itching him.

				GONDORFF
		He's gaffed, kid.  He should start
		coming to you now.

							CUT TO:

INT. COMB'S OFFICE AT THE CLEARINGHOUSE - DAY

Combs sits passively on the edge of his desk glancing across
the room every now and then at Riley, who is slumped uneasily
in a folding chair, looking like a defendant at the
Inquisition.  Both remain silent, like two men in a waiting
room.  Suddenly, what they've been waiting for arrives.
Lonnegan comes into the office, flanked by his bodyguards.
Skipping the usual pleasantries, he walks right over to Riley.

				LONNEGAN
		All right, Riley.  What the hell
		happened?

				RILEY
			(not looking at him)
		We missed him.

				LONNEGAN
		You weren't hired to miss him.

				RILEY
		There wasn't any way he coulda
		known we was in there.  We made a
		clean pick on the lock and didn't
		leave no footprints in the hall.
		Somebody musta wised him up.

				LONNEGAN
		Yeh, and what does Cole say about
		that?

				RILEY
		I don't know.  He took it hard.

				LONNEGAN
		All right, get outa here.  You're
		outta work.

Riley gets up and drags himself out the door like a whipped
dog.

				LONNEGAN
		We'll put Salino on it.  I need
		somebody careful.

				COMBS
		Salino?  Why waste our best people
		on a small-time job like this?  It
		ain't no heavy gee we're after.
		The guy's a five and dime grifter.

				LONNEGAN
		Then why ain't he dead?

				COMBS
		They didn't think he'd be so cagey,
		that's all.  They'll get him next
		time.

				LONNEGAN
		Use Salino.  It'll take a little
		longer, but there won't be any
		holes in it.

Combs gives up.  The second time's the charm.

				LONNEGAN
		And tell Cole I wanta see him when
		he gets in.

				COMBS
		He's not comin' in.  Not to get
		bounced off a job anyway.

				LONNEGAN
		He had his chance and all he did
		was shoot up a rooming house.  Made
		a lotte noise and woke up a few
		cops, but didn't hit nothin'.

Combs keeps his mouth shut.  There's no way to talk to
Lonnegan when  he's like this.

				LONNEGAN
			(cooling a little)
		This is Salino's job now, Vince.
		If Cole wants to muscle in on it,
		that's his business.  But he's
		breakin' the rules and when Salino
		finds out about it, I can't feel
		sorry for what's gonna happen to him.

							CUT TO:

INT. LONNEGAN'S HOTEL - DAY

The finest the period had to offer.  We pick up Hooker
coming down the hall to Lonnegan's suite.  He is admitted by
the Bodyguard.  Lonnegan, wearing a smoking jacket, is
seated at a table counting a pile of money.  There are two
other assistants standing behind him.  They don't look
friendly.

				HOOKER
		Well, what did I tell ya?

				LONNEGAN
		You're a lucky man, all right.

				HOOKER
		Lucky, hell.  I could do it every
		day.

				LONNEGAN
		Why don't ya then.

				HOOKER
		'Cause it's better to do it all at
		once.
			(leaning close)
		We're puttin' down 400 grand next
		week.  At 5-1 we make 2 million.
		Twenty per cent of that is yours if
		ya stick with us.

				LONNEGAN
		You got a system, Carver?



				HOOKER
		You stayin' in or not?

				LONNEGAN
		I'm in.

				HOOKER
			(drawing up a chair,
			barely able to
			contain his enthusiasm)
		It's foolproof.  We got a partner
		downtown runs the central office of
		the Western Union.  Race results
		from all over the country come in
		there and go right across his desk
		on their way to the bookies.  All
		he does in hold them up a couple
		minutes until he can call us and
		get a bet down on the winner.  Then
		he releases the results to the
		bookies and we clean up on a race
		that's already been run.  It can't
		miss, unless the Western Union
		Dicks get onto it.

Lonnegan is amazed.  He sits back a second, then comes
forward again and pushes a pile of bills over to Hooker.
Hooker smiles and begins to count the money.

				LONNEGAN
		You got the 400 grand yet?

				HOOKER
		Not yet, but...
			(stopping suddenly)
		Hey, there's only a grand here.

				LONNEGAN
			(more like a command)
		I think we oughta place another bet
		tomorrow.

				HOOKER
			(getting angry)
		What is this?  That's my money.
		You tryin' to muscle me?

				LONNEGAN
			(controlled)
		If your system's as foolproof as
		you say, you'll get even more.

Hooker's in a jam and he knows it.

				HOOKER
			(after a pause)
		I gotta talk to me partner first.
		We can't afford to expose our game
		too much.

				LONNEGAN
		Let me talk to him.

				HOOKER
			(flatly)
		No.

				LONNEGAN
		You want your money back?  Try and
		get it in a court of law.
			(softening a bit)
		C'mon, don't be a sorehead.  I'll
		make it worth your while.  Migth
		even help ya finance the big play
		if this one works out.

Hooker says nothing for a minute, and then reluctantly nods
his head.

				HOOKER
		Four o'clock tomorrow.  Pick me up
		at Dewey Lyle's.

							CUT TO:

EXT. LONNEGAN'S HOTEL - DAY

We pick up Hooker coming out of the hotel and going off down
the street.  As he does so, we pull back all the way across
the street and through the interior of a parked car to
reveal the silhouette of a man seated at the wheel.  We move
to his right hand, which rests on the steering column.  It's
covered by a black glove and the middle finger is missing.
His trigger finger, however, taps lightly on the wheel.

							CUT TO:

INT. AN INDOOR TELEPHONE BOOTH - DAY

One of the old, wooden kind -- accordian doors with glass
panes in the upper half.  Hooker dials rapidly.

				HOOKER
		Twist?  I told him the tale.  He
		wants to see ya.

				TWIST
		All right, when?

				HOOKER
		Tomorrow, after 4:00.  Stay inside,
		I'll come in and get ya.  And be
		hard on him for a while; he's
		talking money.

				TWIST
		Okay, Tootsie.

Hooker blows a mock kiss through the phone and hangs up.  He
turns to leave the booth, when suddenly he sees something
that stops him cold.  There looking through the glass is the
smirking face of Detective Synder.  Hooker is immobilized.

Snyder puts his hand inside his coat and slowly draws out
his gun.  He points it right at Hooker's face and then
violently smashes all the glass in the upper half of the
door with the barrel.  Fragments of glass spray into the
booth, a couple of which imbed themselves in Hooker's cheek.

Hooker quickly whips open the door, trapping Snyder's hand
in the accordian and jarring loose his gun.  Hooker sprints
out of the booth as Snyder scrambles for his pistol and
gives pursuit.

EXT. ALLEYS AND SIDESTREETS - NIGHT - THE TWO MEN

We follow the two men up alleys and sidestreets as they race
through the dregs of the city, two panting shadows moving
through places that only get light at night.  The wind blows
drops of blood off Hooker's cheek as he runs.  Snyder still
has his gun, but would rather inflict pain than death.

CONDEMNED BUILDING

Hooker makes for a condemned building and scrambles up the
stairs, steps giving way under him as he goes.

INT. BUILDING

On the fourth floor, he ducks into a room and quickly locks
the door.

We pan the room to reveal that the whole back side of the
building is gone.  Hooker runs toward the ledge and leaps
through the air, landing on the fire escape of an adjacent
building, some 15 feet away.  He kicks in a window and goes
off down the hall.  We cut back to

Snyder furiously kicking in the locked door.  He finally
crashes through, only to find an empty room and a beautiful
panorama of the city and its nearest Hooverville.

							CUT TO:

LONG SHOT - HOOKER

Winding his way through the slum area of town, dashing along
backstreets, over fences and through vacant lots, making
good his escape.  From our angle, he looks like a rat in a
maze.

				GONDORFF (V.O.)
		Why didn't you tell me about Snyder
		before?

				HOOKER (V.O.)
		I thought I'd lost him.

							CUT TO:

INT. GONDORFF'S ROOM AT THE CAROUSEL BUILDING - DAY

Hooker sits sullenly at the table.  Billie stands over him
putting some ointment on his face to close the cuts.
Gondorff looks on.  Their discussion continues.

				GONDORFF
		Well you found him again and we're
		gonna have to do somethin' about it.
		What else haven't ya been tellin' me?

				HOOKER
		Nothin'.  I told ya everything
		there is.

				GONDORFF
		Then why'd ya move outa your room?

				HOOKER
		It was too noisy.

				GONDORFF
		You can't play your friends like
		marks, Hooker.

Hooker doesn't reply.  He knows Gondorff's on to him.

				GONDORFF
		You know how easy it'd be for one
		of Lonnegan's guys to nail you?

				HOOKER
		All we need is a couple days, Henry.
		A couple days and we'll get Lonnegan
		down and stomp on 'em.

				GONDORFF
		You just won't learn, will ya.
		Hell, you come in here, I teach you
		stuff maybe five guys in this world
		know, stuff most grifters couldn't
		do even if they knew it, and all
		you wanna do is run down a bullet.
			(pause)
		You're just like all them new jerks.
		Lotsa nerve and no brains.  And ten
		years from now when me and the
		others are through and you dumb
		guys are all dead there won't be
		one gee left who knows the Big Con
		was anything more than a way to
		make a livin'.

				HOOKER
		A couple days; that's all I'm
		askin'.  I can stay clear that long.

				GONDORFF
			(trying to be angry
			and failing)
		Christ, they'll probably miss you
		and hit me.

							FADE OUT.

FADE IN:

THE WIRE

							FADE OUT.

FADE IN:

INT. A SLEEPY DINER - LATE AFTERNOON

Located across the street from Hooker's apartment building.
Hooker sits down alone in a booth, with a plate of ham and
eggs he's hardly touched.

The two cuts on his face have pretty much stopped bleeding.
A big fan above the counter area drones away lethargically,
it's air stream insufficient to either cool the place or
drive out the smell of onions and grease.

A waitress, Loretta, emerges from the kitchen and ambles
slowly over to Hooker's table.  Slim and raven-haired, she
manifests an indifference bred from years spent delivering
things to people who are rarely grateful for what she brings.
Only a light scar on her left cheek hints at another side.



				LORETTA
		You done?

				HOOKER
		Yeh, I guess I shoulda had the meat
		loaf.

				LORETTA
			(deadpan)
		It isn't any better.

				HOOKER
		Where's June today?

				LORETTA
			(figuring up the bill)
		She don't work here no more.  I'm
		fillin' in for a couple days...
		till I can get a train outa here.

				HOOKER
		Where you goin'?

				LORETTA
			(putting the check
			down and walking away)
		I don't know.  Depends what train I
		get on.

Hooker looks for some sign that she's putting him on.  He
doesn't get it.  He takes out some money, drops it on the
table and walks out.

							CUT TO:

EXT. A WESTERN UNION OFFICE - LATE AFTERNOON

A truck with the words CLAYTON BROS., CUSTOM PAINTING AND
DECORATING stenciled on the side, is parked out front.  Two
men, wearing overalls and painter's caps, walk into the
office to the reception counter, we see that they are Twist
and Singleton.

				TWIST
			(to the receptionist)
		Excuse me.  We're here to paint Mr.
		Harmon's office.

				RECEPTIONIST
			(obviously not
			expecting them)
		Mr. Harmon's office?  Hold on just
		a second.



She goes to get Mr. Harmon.

							CUT TO:

EXT. THE SLEEZY DINER - LATE AFTERNOON

Hooker is standing on the curb outside the diner, obviously
waiting for somebody.  Lonnegan's car pulls up and Hooker
hops in the back.

				LONNEGAN
		What happened to your face?

				HOOKER
		Had a little fight with a raggle
		down on 13th.  She got me with her
		ring.

Lonnegan laughs.

							CUT TO:

INT. THE WESTERN UNION OFFICE AGAIN - LATE AFTERNOON

Mr. Harmon is looking over the authorization papers that
Twist and Singleton have given him.  He can't find anything
wrong with it.

				HARMON
		Brigham signed it all right.  I
		can't understand why he didn't tell
		me.

				SINGLETON
		Ah, he's like all them supervisors.
		They think they're too good for
		regular people.  He says he was in
		here a while ago and the place was
		a mess.

Harmon looks around, hoping it's not true.

				TWIST
		We'll try and hurry so we don't
		keep you out of your office too long.

				HARMON
		Why can't I work with you in there?

				SINGLETON
		Look pal, we gotta cover the floor,
		the furniture, everything, so we
		don't spill on nothing.  Now if you
		wanta sit in there with a tarp over
		your head, you're welcome to it.

				HARMON
		All right, how long will you be?

				TWIST
		Hour or two at the most.  We do
		good work.

Harmon is resigned.  Twist and Singleton pick up their gear
and march into the office.  Once inside, we notice that the
office has an exit door which opens to an outside alley.
Twist immediately removes his overalls, revealing the suit
and tie he's wearing underneath.  He takes out a picture of
himself, a woman and three small children, and puts it on
Harmon's desk, replacing a similiar picture of Harmon's
family.  Singleton, meanwhile, has spread a few tarps and
begins to paint the walls.

							CUT TO:

EXT. THE WESTERN UNION OFFICE - LATE AFTERNOON

Lonnegan's car pulls up and stops across the street.

				HOOKER
		We'll go to the side door.

We follow Hooker and Lonnegan across the street to the side
entrance which opens into:

INT. HARMON'S OFFICE

Hooker knocks and Twist, of course, answers.

				HOOKER
		Les, I got Mr. Lonnegan with me.
		He wants to see you a second.

				TWIST
			(irritated)
		What the hell's the matter with you.
		We coulda met at a club or somethin'.

				HOOKER
		I thought it might be good for him
		to see the setup.

				TWIST
			(hushed)
		Well we can't talk in here.  They're
		having the place painted.

Twist walks over to the intercom on his desk.  He leaves the
door open so that Lonnegan can get a good look at the
office, Twist's picture in it, the painter, etc... Lonnegan's
not missing any of it.

				TWIST
			(talking into the intercom)
		Miss Barnes, I'm going home a
		little early today.  Tell anyone
		that calls that they can reach me
		here in the morning.  Thank you.

							CUT TO:

INT. FRONT OFFICE

Harmon's secretary at the other end of the intercom.  Mr.
Harmon is with her.  They look at each other a second and
Harmon decides he better see what's happening in his office.
He opens the door to find it empty except for a pile of
painting equipment and one haphazardly painted wall.

							CUT TO:

INT. A DILAPIDATED CHINESE RESTAURANT - EVENING

Dark and somewhat foreboding, its peeling dragons and shoddy
lanterns compete for space with the many slot machines and
arcade games that line the walls.  Hooker, Lonnegan and
Twist sit at one of the more secluded tables.  They are not
eating.

				TWIST
		Can't do it.  There're telegraph
		inspectors all over the place.  I
		got 750 grand coming in from the
		coast, and I'm not gonna blow it
		for a lousy 14 gees.  We'll get
		somebody else to do our betting.

				LONNEGAN
		I could come up with 750 grand in a
		day if I had a reason to.

				TWIST
		But who says you will.  I got a guy
		I can depend on.  He's liquidating
		everything he has for this.  You
		wouldn't even give Carver his money
		back.

				LONNEGAN
		I need more proof, that's all.
		Anybody can get lucky once.

				TWIST
			(stubbornly)
		On a 6-1 shot?  The hell with ya.
		We'll keep the deal we got.

				LONNEGAN
		If it works again tomorrow, I'll
		have a half million in cash here by
		noon the next day.  We split 60-40.

				TWIST
			(feebly, beginning to break)
		We were getting 50 from our guy.

				LONNEGAN
		With 20% coming off the top for me
		laying your bet.  Either way you
		end up with 40.

Twist hesitates.

				LONNEGAN
		A week's a long time, friend.
		Anything can happen.  All of it bad.

				HOOKER
		He's right, Les.

				TWIST
		Yeh, and what if we play tomorrow
		and he doesn't come up with the
		money.  We risk our whole operation
		for nothing.  I'll say when we make
		our bets.

				LONNEGAN
		Not if you want me to keep makin'
		'em for ya.



				HOOKER
		And what do we know about your guy.
		He says a week, but who knows if
		it's a month?  Lonnegan here's a
		banker.  He can get that dough with
		no questions asked.

Twist says nothing for a minute, then:

				TWIST
		All right.  Be at the booth at 1:00.
		I'll give you all three places this
		time, Lonnegan.  That better be
		proof enough.

Hooker and Lonnegan smile at each other like life-long
friends.  They get up to leave, and we frame the shot with a
coffee cup large in the foreground.  As they go out the
door, a black-gloved hand with four fingers enters the frame
and puts a nickel down next to the cup.

							FADE OUT.

FADE IN:

THE SHUT-OUT

							FADE OUT.

FADE IN:

INT. A DOWNTOWN DINETTE - MORNING

Snyder finishes a donut and a cup of coffee, puts down a
dime for the lot and exits.  We follow him down the street:

EXT. STREET

To a corner newsstand, where he stops to buy a morning paper.
As he peruses it, he's approached by two large, clean-cut
men in white skimmers.

				MAN
		Are you Lieutenant William Snyder?

				SNYDER
		I don't know, what's up?

				MAN
		F.B.I... The Captain'd like a few
		words with ya.  Ya got a couple
		minutes?

				SNYDER
			(completely floored)
		Yeh, sure.

The two men show him to a waiting car.

							CUT TO:

INT. AN ABANDONED WAREHOUSE - DAY

Snyder stands in the middle of a dusty old machine room,
surrounded by four or five Federal Agents.  Visible around
the room are several folding cots and portable lockers.  The
agents have obviously been quartered here temporarily.  They
all wear white skimmers, save for one, a portly man, Captain
Polk, who paces the room smoking.  There is something long-
suffering about him, as if he wondered how he ever got in a
service that thought white skimmers were classy.

				SNYDER
		What is this?  I got work to do.

				POLK
		Sit down and shut up, will ya.  Try
		not to live up to all my
		expectations.
			(not in the mood to
			screw around)
		We were told you know a hustle
		artist named Johnny Hooker.

Snyder doesn't answer.

				POLK
		Do ya know him or don't ya?

				SNYDER
		Yeh, but I don't know where he is.

				POLK
		Well we do.  He's chummin' around
		with a Big C named Henry Gondorff.
		Ring any bells?

				SNYDER
		Sure.  Every bunco man in the
		country knows Gondorff.

				POLK
		There's word he's gonna run a con
		on the North Side here.  We got a
		year-old Florida warrant on him,
		but it's a thin beef, and he can
		beat it in court unless we catch
		him cold.  All we want you to do is
		pick up Hooker for us.

				SNYDER
		Why don't you pick him up yourself?

				POLK
		Cause the stoolies are used to
		street dicks jumpin' him.  If word
		gets around that Feds are in on it
		too, Gondorff'll fold up the whole
		thing.

				SNYDER
		Wouldn't that be too bad.  You'd
		hafta move outa this nice office ya
		got.

				POLK
			(enraged)
		Don't crack wise to me, flatfoot.
		I spent a lotta time in dumps like
		this, eatin' Gondorff's dust while
		the bunco squad gets rich tippin'
		him off.  But it's not gonna happen
		this time.  We're not even gonna
		let the police know we're here.  If
		you keep your mouth shut and do a
		job, there'll be a promotion in it
		for ya.  And you better take it,
		cause I can make ya work for us
		without it.

				SNYDER
		What the hell good is Hooker to ya?

				POLK
		He's gonna set up Gondorff for us.

				SNYDER
		He'll never do it.

				POLK
			(self-satisfied)
		I think he will.

							CUT TO:

INT. DRUGSTORE - DAY

Lonnegan sits by the phone, watching the clock and sipping a
cup of coffee.

							CUT TO:

INT. THE STORE - DAY

Specifically, the small room from which Singleton does his
race broadcasts.  Singleton, himself, is hunched over the
ticker machine, reading the print-out.  Billie sits at the
microphone table with a pencil and pad, ready to write.

				SINGLETON
		Visitation is still up by two at
		the three-quarters.  Single Action
		second, Fasanella third.

				BILLIE
		What's the line on Visitation?

				SINGLETON
			(checking further up
			on the print-out sheet)
		7 to 2.  That ain't bad.

				BILLIE
		He'll probably fall down.

Gondorff appears at the doorway.

				GONDORFF
		How ya doin'?

				SINGLETON
			(eyes still glued to
			the ticker)
		Nothin' yet.  I got a good one on
		the lead at Hialeah, but he's fadin'.

				BILLIE
		Best we had was Cat's Eye in the
		second at Del Mar, and he was only
		5-2.  Not many longshots comin' in
		today.

				SINGLETON
			(excited)
		Billie.  You ready?

Billie prepares to write on her pad.

				BILLIE
		Yeh, go ahead.

				SINGLETON
		At the finish, it's Single Action
		by two, Fasanella second, Visitation
		third.
			(reading up the sheet again)
		Line on Single Action... 3 to 2.
		Hell with it, that's no good.

Billie crumples up the piece of paper she's been writing on
and chucks it in a wastecan.

				GONDORFF
		We don't need big odds on this one,
		J.J.  Take anything you get at 3-1
		or better.

Gondorff leaves the room, as Singleton turns back to his
vigil at the ticker.

				SINGLETON
			(a little weary)
		Okay, the Fairfield Stakes at Santa
		Anita.  Mile and a quarter for 3
		year olds and up.

							CUT TO:

THE FLOOR AREA OF THE STORE

Everyone is in his place as before.  Today, however, Curly
Jackson is playing the part of the aging sport.

Well scrubbed and clean shaven, he cuts a dashing figure in
his blue blazer and white pants.  We go to Gondorff in the
cashier's cage.  He's talking to Niles, who's busy handing
out fake bankrolls to members of the boost.

				GONDORFF
		He's gonna hit ya with 20 grand,
		Eddie.  How much cash we got?

				NILES
		Not enough to cover a bet that big.

				GONDORFF
		Get a couple extra guys in the
		line, then.  We'll give him the
		shut-out.

Niles nods.

							CUT TO:

INT. DRUGSTORE - DAY

Lonnegan is still waiting.  He takes the 20 grand out of his
coat pocket and thumbs through it, just to make sure it's
all there.

							CUT TO:

INT. THE STORE - DAY

Singleton and Billie at the ticker again.  Billie looks a
little sleepy.  Singleton is obviously involved with the
progress of a race.

				SINGLETON
		Okay, Billie, here we go.

Billie snaps to and prepares to write as Singleton reads.

				SINGLETON
		At the wire it's Wrecking Crew the
		winner by five, Grand Theft second,
		Wingless third.
			(reading up)
		Wrecking Crew was...4 to 1.
			(ripping the sheet
			out of the ticker)
		That's our boy.

Billie and Singleton hustle out of the room.

EXT. ALLEY

We follow Billie through the store and across the alley to
the building from which Twist keeps his lookout.

							CUT BACK TO:

INT. THE STORE

Gondorff, holding the ticker sheet Singleton has given him,
emerges from the office and starts giving instructions to
the boost.

				GONDORFF
		All right, Furey, your horse is
		Wingless.  Paltrow, the Big Alabama
		and Phillips'll take Grand Theft.
		Rodgers and Eirie have Wrecking
		Crew.  Jackson -- His Dandy,
		Cowan -- Change of Heart, Fiskin
		and Chappie -- Made to Order.
			(pointing to the
			Eirie Kid)
		Eirie, he gets a bang outa seein'
		you lose, so we oughta use that on
		'em.  If you play the birds of a
		feather routine we worked on, it
		should steam him up pretty good.
		You think you can handle that?

				EIRIE KID
			(a little nervous)
		Yeh, sure.

				GONDORFF
		O.K., you guys in line take your
		time, and I wanta see lotsa joy on
		Wrecking Crew.

							CUT TO:

INT. TWIST'S ROOM - DAY

Billie enters and gives Twist the piece of paper she wrote
the race results on.  He picks up the phone and starts to
dial.

							CUT TO:

INT. DRUGSTORE - DAY

The phone rings and Lonnegan answers it.

				VOICE
		Wrecking Crew at 4-1, Grand Theft
		to place, Made to Order to show.

Lonnegan smiles and hangs up the phone.

							CUT TO:

INT. THE STORE - DAY

Lonnegan's in line at the betting window.  There are four
people in front of him this time, and they are moving rather
slowly.  The "Last Flash" call is heard on the speakers.

				LONNEGAN
			(getting impatient)
		C'mon, let's hurry up there.

The man at the head of the line turns around and gives
Lonnegan a chilling look, as if he were beneath contempt.
He puts down $25,000 on Grand Theft.  The next man in line
plunges down $30,000 on Wrecking Crew.

Just as Lonnegan is about to step to the window, Gondorff
gives a quick signal to Singleton.  The speakers come on.

				CALLER
		Ladies and Gentlemen, this is
		Arnold Rowe, your caller for the
		$100,000 Fairfield Stakes at
		Hollywood Park in Los Angeles.  A
		mile and 3/8 for three year olds
		and up.  And they're off!

				LONNEGAN
			(counting out his money)
		Twenty-thousand on Wrecking Crew.

				NILES
		I'm sorry, sir.  We can't take bets
		after the race is started.

He points to a sign above the window, which says exactly
that.  Lonnegan grabs up his money in disgust.

				GONDORFF
		Don't take it so hard, pal.  You
		probably woulda lost it.

Lonnegan wanders over to the bar in a funk.

				CALLER
		And around the first turn it's
		Wrecking Crew by a half length,
		Grand Theft second by one, His
		Dandy is third by one half, followed
		by Change of Heart, Back Flip, Made
		to Order and High Ground.

The assembled patrons are once again thoroughly involved in
the race.  Eirie comes up to Lonnegan at the bar.

				EIRIE KID
		Who you got?

				LONNEGAN
			(half-heartedly)
		Wrecking Crew.

				EIRIE KID
		Me too.  Maybe it's our day.

Lonnegan nods and wanders away.  Hooker comes over to him.

				HOOKER
		What happened?

				LONNEGAN
		I didn't get the bet down in time.

				HOOKER
			(pissed)
		Oh, Jesus.

							CUT TO:

INT. STORE OFFICE

Gondorff and Niles, back in the office.

				NILES
			(looking out at the floor)
		Looks like he's sulking.

				GONDORFF
		If we're lucky, this'll bring him
		back stronger than ever.

							CUT TO:

THE FLOOR

				CALLER
		Coming for home, it's Wrecking Crew
		by six lengths, Made to Order is
		second by two and a half, High
		Ground is third by a length and
		Grand Theft is coming fast on the
		rail.  It's Wrecking Crew, Made to
		Order and Grand Theft.  Wrecking
		Crew wins it by five lengths, Grand
		Theft is second by a nose, Made to
		Order is third by two.  Time for
		one and 3/8 mile, 2:11 and 4/10
		seconds.

Eirie explodes in a joyous frenzy.  He grabs Lonnegan by the
shoulders and shakes him.

				EIRIE KID
		We won!  We won!  You hear that!  I
		won 30,000!  You hear that!

Yeh, Lonnegan heard that.  Lonnegan shakes loose, grabs his
coat and heads for the door.

EXT. ALLEY - DAY

He finds Hooker waiting for him outside.

				LONNEGAN
		Tell your friend I'll have the
		money here by post-time tomorrow.
		We'll take the first race where the
		odds are 4-1 or better.  And make
		sure I can get to that window this
		time.

				HOOKER
		How am I gonna do that?

				LONNEGAN
			(coarsely)
		I don't know, figure something out.

Lonnegan storms across the street to his waiting car and
drives off.  Hooker relaxes into a smile.  He's already
figured something out.

							CUT TO:

INT. SLEEZY DINER ACROSS FROM HOOKER'S APT. BLDG. - EVENING

Hooker sits at the counter finishing a plate of meat loaf.
Loretta is down at the cash register, leaning on the counter,
looking idly out into space.  Hooker glances over at her
every once in a while to see if she might be interested in
striking up a little conversation.  She's not.  He finishes
his meal and comes down to the register to pay his bill.

				HOOKER
		Meat loaf, apple pie and a cup of
		coffee.

				LORETTA
			(ringing it up)
		Sixty-five.

Hooker gives her a dollar.  She goes to the register for
change.

				HOOKER
		What time you get off work here?

				LORETTA
		2:00 A.M.

				HOOKER
		You doin' anything tonight?

				LORETTA
			(handing him his change)
		Yeh, sleepin'.

Hooker figures that's enough of that.  He pockets his change
and starts out the door, when suddenly he stops short.

EXT. STREET

Across the street in a doorway is the silhouette of a man.
It's Cole.  He's pretending not to look at the diner, but
Hooker isn't fooled.

INT. DINER

He goes back to Loretta at the register.

				HOOKER
		You got a back door to this place?

				LORETTA
		No.  What's wrong with the front?

				HOOKER
			(urgently now)
		Look, I don't have time to fuck
		around.  There's somebody out there
		I don't need to see.  You got a
		fire escape or anything?

				LORETTA
		No.

				HOOKER
		All right, do me a favor.  Go into
		the bathroom, open the window and
		wait for me there.

				LORETTA
		What the hell for?

				HOOKER
		Just do what I tell ya and
		everything'll be jake.

Cracks of concern begin to appear in Loretta's marble.

				LORETTA
		What does this guy want?

				HOOKER
			(evenly)
		He'd like to kill me.

Loretta just looks at him a second.  Realizing that this is
no joke, she turns and walks slowly but steadily to the
bathroom.  Hooker waits until she's out of sight.

EXT. STREET

Hooker goes to the front door and steps outside.  Cole looks
up at the sound of the door.  Hooker makes a big show of
spotting him, and runs back into the diner.  Cole, his cover
blown, draws his gun and races across the street in pursuit.
Arriving just in time to see --

INT. DINER

Hooker go into the bathroom, he charges in after him, only
to find the place empty.  He goes quickly from stall to
stall, on the chance that Hooker might be hiding in one of
them.

He comes to one that's closed, and seeing a pair of woman's
legs under the door, rejects that, and moves on to the next
one.

We cut inside the stall to reveal Loretta sitting on the
toilet with her skirt hiked up.  Right behind her, crouched
on the back of the seat, is Hooker.

Cole has finished his rapid inspection now, and having found
nothing, looks around for Hooker's probable escape route.
He sees the open window and climbs out to find himself in a
small air shaft, from which he knows Hooker could not escape.
Hooker, seizing the time, bursts out of the stall and runs
back out through the diner.  Cole sees him, but too late to
get off a shot.  He climbs back in the window and gives chase.

EXT. STREET

We pick up Hooker barreling down the street with Cole a
hundred yards or so behind.  Hooker makes a sharp cut into
an alley, and we see immediately that it's a hopeless dead
end.  Inexplicably, he makes no attempt to run back out.

Cole draws up and cuts into the alley, anticipating the kill
which should be easy now.  He prepares to sight down his
victim, when suddenly he realizes there is no victim in
sight.  Hooker, miraculously, has vanished.  Cole scans the
alley frantically for some trace of him.  There are no
windows or doors at the street level.  Not even a drain pipe.
Just brick wall.  It's impossible.  Hooker has disappeared
into thin air.

Cole slams his gun into his shoulder holster with a curse,
and starts back out of the alley, when all of a sudden he
stops in utter terror.  His mouth drops open and he chokes
out the words:

				COLE
		Salino, hey look.  I didn't mean to
		move in on...

Before anything else can come out, two bullets rip into his
chest.  He falls to the concrete, coming to rest on a
manhole cover, which we notice is slightly ajar.  We:

							CUT TO:

THE SEWER PIPES

Beneath the manhole.  We see Hooker making his way through
the slop, having gained another reprieve, but unaware that
with two down, there is still one to go.

							CUT TO:

INT. HOOKER'S APARTMENT BUILDING - EVENING

Hooker comes in the front entrance and goes to the elevator,
one of the old-fashioned kind with the iron grid on the
inside.  He's still a little rattled and waiting for the
elevator is making him restless.  It finally arrives, and he
steps inside, closing the grid behind him.  As he starts to
push the button for his floor, he realizes for the first
time that he's not alone.  He looks to the corner to find
Snyder, holding a gun on him.  This time there's not much
doubt that he'll use it if necessary.

							CUT TO:

INT. THE ABANDONED WAREHOUSE - EVENING

Snyder brings Hooker into the crate room where Capt. Polk
and the other Agents are waiting.  Polk, as usual, has his
coat off, revealing his shoulder holster.

				POLK
		Hello, Mr. Hooker.  Captain Polk,
		F.B.I...
			(shoving a chair over
			to him)
		Have a seat.

Hooker remains standing.

				POLK
			(ignoring it, drinking
			from a cup)
		You want a drink or something?

				HOOKER
		No.

				POLK
		We want to talk to ya about Henry
		Gondorff.

				HOOKER
		Don't think I know him.

				POLK
		Well give yourself a couple seconds,
		crumb.  You wouldn't wanna lie to
		me.  Lt. Snyder here says you done
		a lotta griftin' in this town.

				HOOKER
		Lt. Snyder doesn't know shit.

Capt. Polk almost laughs, but he checks it.

				HOOKER
		You got nothin' on me.

				POLK
		We'll get it, and if we can't,
		we'll just make it up.  Grand
		larceny, extortion.
			(with special emphasis)
		Counterfeiting, anything you want.

Hooker says nothing, but it's not from defiance now.  He's
beginning to get the picture.

				POLK
		Look, I got nothin' against you,
		but you're in trouble here.  All
		you gotta do is tell us when
		Gondorff's gonna play his chump.
		We come in at the sting, make the
		pinch, and you walk out free as a
		bird.  No questions, no court
		appearance, nothing.

				HOOKER
		No.



				POLK
		You've already done time twice, and
		judges don't like three time losers.
		You wanna sit in the can for forty
		years, startin' tonight?

				HOOKER
		I'll make parole.

				POLK
		Like hell.  You won't even get a
		review till you're seventy.  And if
		the board starts to go soft, we'll
		let ya out in the yard some night
		with a hard-nose young bull who'll
		put fifty slugs in your face and
		ask what you were doin' there later.

Hooker wants to come back with something, but can't find it.

				POLK
		Don't be a sap, kid.  You could
		save us a little trouble.  But
		Henry Gondorff is through whether
		you help us or not.  There's
		nothin' left to do now but save
		yourself.

Hooker's thoroughly whipped.  He sits down for the first time.

				HOOKER
			(softly)
		Will you wait until the chump is
		played?

				POLK
		Hell yes.  We don't care about the
		mark.  He deserves what he gets.

				HOOKER
			(with heat)
		I mean completely played.  Until
		he's beat and the score is taken.
		You come in before we beat him and
		I'll kill him.  You'll have a tough
		time explaining that, won't ya.

				POLK
		All right, Hooker, but you take it
		on the lam, and we'll shoot you
		down on sight.

				HOOKER
			(barely audible)
		Just as long as I get to finish the
		play.

							CUT TO:

INT. GONDORFF'S ROOM - NIGHT

Gondorff and Hooker are playing gin rummy and drinking.
Gondorff makes little comments as he plays, but Hooker is
quiet and withdrawn.  The carousel is not in operation and a
heavy silence hangs over the place.

				GONDORFF
		What's the matter, kid?  You're not
		sayin' much.

				HOOKER
		Just a little nervous, that's all.

				GONDORFF
		Luther always told me to bite my
		toenails when I get nervous.  You
		see yourself doin' that and you
		realize it ain't worth it.

Hooker smiles feebly.

Billie appears at the door.

				BILLIE
		Things are a little slow tonight,
		Henry.  I wanna open the round for
		the girls.

Gondorff takes out a set of keys and tosses them to her.
She leaves to go start the merry-go-round.  Gondorff settles
back into the game.

				GONDORFF
		Take it easy, you won't lose him
		now.  We had him 10 years ago when
		he decided to be somebody.  Believe
		me, I've seen enough to know.

				HOOKER
			(softly)
		How many guys you conned in your
		life, Henry?

				GONDORFF
		Two or three hundred I guess.
		Sometimes played two a day when I
		was in Shea's mob.  We had it down
		to a business.
			(pause)
		'Course Chicago was a right town
		then.  The fix was in.  The dicks
		took their end without a beef.  All
		the Wall Street boys wanted to make
		investments for us.  Even had marks
		looking us up, thinkin' they could
		beat the game.
			(pause)
		Yeh, kid, it really stunk.  No
		sense in bein' a grifter if it's
		the same as bein' a citizen.

Gondorff chucks his cards on the table.  He's through for
the night.

				GONDORFF
		I better do some packin'.  I'm
		gonna be a hot number again after
		tomorrow.

				HOOKER
		Then why you doin' it?

				GONDORFF
		Seems worthwhile, doesn't it?
		Maybe it's just for the cave-in on
		Lonnegan's face when we put in the
		sting.

That's good enough.  Hooker gets up to leave.

				HOOKER
		Henry.

				HOOKER
		Yeh.

				HOOKER
			(apologetically)
		I appreciate your stickin' your
		neck out.  I wouldn't have asked ya
		if it weren't for Luther.

				GONDORFF
		Ain't nothin' gonna make up for
		Luther, kid.
			(pause)
		Revenge is for suckers.  I been
		griftin' 30 years and never got any.

Hooker just nods and walks out the door.

INT. CAROUSEL

We follow him past the Carousel which is now full of giggling
prostitutes in various stages of undress.  Their childish
frolicking is charming from a group usually so jaded, but
it's lost on Hooker tonight.

							CUT TO:

EXT. A CITY STREET - NIGHT

It's late now and the street is deserted save for an
occasional derelict or streetwalker on her way home from a
night's work.  We pick up Hooker coming down the street
toward his apartment building.  He walks slowly, almost
reluctantly, as if he didn't care whether he ever got there
or not.

As he nears his building, he notices Loretta coming out of
the diner across the street.  He stops and watches as she
looks up and disappears into an adjacent building that
advertises rooms for rent.  After a few seconds, we see a
light come on in one of its second story windows.

Hooker just stands there a second, debating with himself,
trying to figure out a reason for doing what he's going to
do anyway.  We follow him across the street to Loretta's
building and:

INT. LORRETA'S

He goes up the stairs to the room where the light came on.
He passes a couple of derelicts on the way.  He knocks twice
and Loretta answers in her bathrobe.  She is more than a
little startled to see him.

				LORETTA
		Looks like he missed ya.

				HOOKER
		Yeh, this time anyway.

Loretta notices an old busybody peeping out at them from her
room across the hall.

				LORETTA
		Good night, Mrs. Hillard.

Mrs. Hillard quickly closes her door.

				HOOKER
			(shuffling a little)
		I, ah...thought you might wanna
		come out for a while.  Maybe have a
		drink or somethin'.

				LORETTA
		You move right along, don't ya.

				HOOKER
			(with more innocence
			than confidence)
		I don't mean nothin' by it.  I just
		don't know many regular girls,
		that's all.

				LORETTA
		And you expect me to come over,
		just like that.

				HOOKER
		If I expected somethin', I wouldn't
		be still standin' out here in the
		hall.

Loretta looks at him carefully.  She knows it's not a line.

				LORETTA
			(with less resistance now)
		I don't even know you.

				HOOKER
			(slowly)
		You know me.  I'm just like you...
		It's two in the morning and I don't
		know nobody.

The two just stand there in silence a second.  There's
nothing more to say.  She stands back and lets him in.

							CUT TO:

INT. GONDORFF'S ROOM - NIGHT

A record spinning lazily on an old phonograph.  We hear
Robert Johnson's "Come On In My Kitchen." Gondorff is
sitting up in bed, with his hat on, lost in thought.  Billie
is curled up asleep next to him.  There's a packed suitcase
next to the bed.  Billie wakes up and turns over a second.



				BILLIE
		C'mon, Henry, knock off.  You've
		done everything you can.

Gondorff nods his agreement like a zombie and goes right on
thinking.

							CUT TO:

LORRETA'S ROOM

Hooker and Loretta are asleep against each other, their
bodies illuminated every few seconds by the light from a
neon sign across the street.  We dolly to the window and
move in on another window in the building next door.  There's
no light on in it, but we can discern the basic outline of a
face behind the curtains, which are slightly parted to
afford a view of Hooker's room by a black-gloved hand.

			"I said come on in my kitchen
		Cause it's gonna be rainin' outdoors."

Music ends.

							FADE OUT.

FADE IN:

THE STING

							FADE OUT.

FADE IN:

We open on Hooker in bed, the morning sun streaming in on
his face.  He awakens slowly, looks at the ceiling for a
second and, remembering last night, turns to the side to
find that Loretta is no longer there.  Still drowsy, he gets
out of bed and looks around the room for a note or some
evidence of her continued presence.  He opens an empty
closet, then opens empty drawers.  Finding nothing, he
suddenly hits on another possibility, and looks in his
wallet.  The money is still there.  Almost disappointed, he
slumps down in a chair, as the harsh reality of what will
happen this day floods back in on him.  Music begins and we:

							CUT TO:

INT. AN UNKNOWN LOCATION - DAY

We see the black-gloved hand opening a small wooden box.
Wrapped inside is a shiny black revolver, at this point in
two pieces.  The hand reaches in and takes them out.

							CUT TO:

INT. THE SLEEZY DINER - DAY

Hooker is poking at a plate of waffles and sausage.  The
waitress on duty is not Loretta and Hooker has noticed.

							CUT TO:

INT. GONDORFF'S ROOM - DAY

Gondorff is standing in front of the bathroom mirror,
putting on his tuxedo.  He goes to his dresser, pulls out a
very small gun and tucks it in his cummerbund.

							CUT TO:

THE GUNNMAN'S ROOM AGAIN

The hand swirls a pipe cleaner inside the barrel of the
revolver and picks some lint out of the chamber.  He then
screws the barrel onto the body.  This is all seen in closeup.

							CUT TO:

HOOKER'S ROOM AGAIN

Hooker now has his tuxedo on.  He takes two small rubber
bladders out of a drawer and puts them in his pocket.

							CUT TO:

INT. LONNEGAN'S SUITE - DAY

Lonnegan paces nervously around the room, looking at the
clock.  Obviously waiting for something, he's getting
extremely impatient.

							CUT TO:

THE GUNNMAN'S ROOM AGAIN

We watch the hand carefully loading bullets into the chamber
of the revolver.

							CUT TO:

INT. THE CAROUSEL BUILDING - DAY

Gondorff emerges from his room carrying his suitcase.  He
stops and looks up at the mezzanine where Billie is standing.
They smile sadly at each other and give a simple wave,
having done this too many times to get sentimental about it
now.  Gondorff walks out of the building.

							CUT TO:

HOOKER'S ROOM AGAIN

Hooker is busily stuffing all his possessions in a paper
bag, lumping clothes with food, records and toilet articles.

							CUT TO:

LONNEGAN'S SUITE AGAIN

Lonnegan goes to the door to admit Floyd and two assistants,
one of whom carries a large brief case.  Lonnegan takes the
brief case to a table and opens it.  Inside is a half
million dollars in cash.

							CUT TO:

INT. THE GUNNMAN'S ROOM AGAIN

We see the hand putting a silencer on the revolver.  The
gunman puts the revolver up to his eye to check the alignment
and for the first time we see the face that goes with the
hand.  It is fully as menacing as we had imagined: Broad,
flat nose, thick cracked lips, narrow eyes and cauliflower
ears.

							CUT TO:

HOOKER'S ROOM AGAIN

Hooker is on the phone now.

INT. WAREHOUSE

We see that he's talking to Captain Polk.  Snyder listens
also.

HOOKER'S ROOM

Hooker finishes the conversation, hangs up and goes to take
one last look at himself in the mirror.  Finding everything
in order, he grabs up his sack of possessions and leaves the
room.

EXT. HOOKER'S APARTMENT

We pick him up emerging from the building, and follow him
around the corner to a secluded alley which he generally
takes on his way to the store.  As he walks along, he
notices Loretta coming toward him from the other end.  She's
wearing a coat, obviously on her way somewhere.  As she
comes closer, we move to reveal the gunman appearing suddenly
in the alley behind and to the right of Hooker.

EXT. ALLEYWAY

The gunman quickly takes out his revolver, braces it in the
crook of his hand, and takes careful aim.  Loretta sees him.
The gunman fires.  Loretta falls dead on the asphalt.

Hooker spins around in confusion.  The gunman moves quickly
toward him.  Hooker starts to back up but the gunman stops
when he gets to Loretta.  He kicks her over to reveal a gun
under her body.

				GUNMAN
		She was gonna kill ya, kid.

Hooker is stunned.  He can't believe it.

				GUNMAN
			(dragging the body
			over behind a trash can)
		Her name's Loretta Salino.
		Lonnegan's people set her up in the
		diner.  C'mon, let's get outa here.

Hooker wants to stay and try to figure it all out, but the
gunman drags him away.

							CUT TO:

INT. THE ABANDONED WAREHOUSE - DAY

Polk, Snyder and several federal agents are busy putting on
their shoulder holsters, and checking their weapons.

				POLK
			(to Snyder)
		Whoever Gondorff's playin' for is
		bound to be a wheel.  As soon as
		we're inside, I want you to get the
		guy outa there as fast as possible,
		before the reporters show up.  We
		can't afford to embarrass any big
		shots.

Snyder nods.

							CUT TO:

EXT. LONNEGAN'S HOTEL - DAY

Lonnegan, carrying the brief case personally, is seen
getting into his limousine.  Four assistants get in with him.

							CUT TO:

INT. THE STORE - DAY

Gondorff enters the store carrying his suitcase.  Several of
the boost are already there.  Gondorff clasps his hands to
generate a little enthusiasm.  He's obviously up for this one.

							CUT TO:

INT. TAXI CAB - DAY

Hooker sits in the back seat with the gunman right next to
him.  He's still very uneasy with this man.

				HOOKER
		She coulda killed me last night.

				GUNMAN
		Too many people coulda seen ya go
		in her room.  She was a professional.
		Used to work in the Dutch Schultz
		gang.

				HOOKER
		Who are you?

				GUNMAN
		Gondorff asked me to look after ya.

				HOOKER
		How do I know you're tellin' the
		truth.

				GUNMAN
		Don't have much choice, do ya?

We go to Hooker.  No, he doesn't.

							CUT TO:

EXT. THE ABANDONED WAREHOUSE - DAY

We pick up Polk, Snyder and the other federal agents coming
out of the warehouse in their white skimmers, and piling
into cars.

							CUT TO:

THE STORE AGAIN

Niles is busily spreading "boodles" all over the cashier's
area.  Singleton checks his microphone.  It works fine.  He
checks it again.

							CUT TO:

LONNEGAN IN HIS LIMOUSINE

He holds the brief case in his lap, his fingers tapping
lightly on it.

							CUT TO:

THE STORE AGAIN

Hooker and the gunman enter and go over to Gondorff, who
breaks into a wide smile.  Hooker returns it halfheartedly,
still ill at ease about what has happened.

							CUT TO:

THE F.B.I. CARS ON THEIR WAY

There are four or five driving in a column.  Snyder and Polk
ride together in the back of the lead car.

							CUT TO:

EXT. THE DRUGSTORE - DAY

Lonnegan's limousine pulls up outside, and the bodyguards
pile out.

							CUT TO:

THE STORE AGAIN

Gondorff, Hooker and the others waiting, the tension
expressed in their faces.

INT. THE DRUGSTORE - DAY

Lonnegan sits tensely in the usual booth.  He keeps both
hands firmly planted on the brief case.  The phone rings and
Lonnegan goes to it.  Music ends.

				VOICE
		Place it on Syphon at 8-1.

Lonnegan hangs up with the look of the financial killer.
Eight to one odds is more than even he could have hoped for.

EXT. STREET

We follow Lonnegan across the street and into the store.
The bodyguards remain outside.



INT. THE STORE

The store is buzzing with activity.  Money and booze are
everywhere.  The sheet writer and the boardmarker can hardly
keep up with the action.  Lonnegan walks quickly to the
betting line and finds to his relief that there's only one
man ahead of him.  The man puts $25,000 on King's Image.

Lonnegan steps to the window, swings up the brief case, and
opens it for Niles to see.

				LONNEGAN
			(straight-faced)
		Five hundred grand on Syphon.

Niles is struck dumb.  He's never seen that much money before.

				NILES
			(playing the flustered
			clerk)
		Hold on, I'll have to get the
		manager.

Niles goes and returns with Gondorff.

				GONDORFF
		What's the problem?

				NILES
			(pointing to the
			brief case)
		He wants to put a half million on
		Syphon.

Gondorff looks at the money a second and then looks up at
Lonnegan like he's gotta be crazy.

				GONDORFF
			(uneasily)
		I can't lay that off in time.  We
		lose a bet that big, it could break
		us.

				LONNEGAN
			(challenging)
		If ya win it could make ya, too.

				GONDORFF
			(to Niles)
		What are the odds on Syphon?

				NILES
		Eight to one.

Gondorff looks at Lonnegan long and hard.

				GONDORFF
		A half mill on an eight to one shot.
		You're dumber than I thought,
		Lonnegan.

				LONNEGAN
		You're more gutless than I thought.

The words "Last Flash" are heard on the speaker.  Gondorff
looks at Lonnegan with utter contempt.  He turns to Niles.

				GONDORFF
			(chopped)
		Take it.

Niles hurriedly writes out a slip for 500,000 dollars.
Lonnegan, allowing himself a sly smile, picks it up and
retires to a nearby table.  He flashes a little okay sign to
Hooker who acknowledges it with a nod.

				CALLER
		Ladies and gentlemen, this is
		Arnold Rowe, your caller for the
		San Antonio Handicap at Pimlico in
		Baltimore -- A mile and 1/16 for
		three-year-olds.  And they're off.

Lonnegan takes a deep breath and leans forward in his chair,
the larceny boiling in his veins.  Hooker looks to Gondorff.
Gondorff gives him the "office." Hooker has to smile.

				CALLER
		And around the first turn it's
		King's Image by a neck, Syphon is
		second by one, Key to the Vault
		third by one half, followed by Mr.
		Moonlight, Red Ridge, Moneyman and
		No Charge.

Unexpectedly, Kid Twist bursts in through the entrance.
Barely able to control his enthusiasm, he hurries over to
Lonnegan's table and sits down next to him.

				TWIST
		Sorry, but I just couldn't wait.
		Did everything go all right?



				LONNEGAN
			(motioning for him to
			keep his voice down)
		Take it easy.  Everything's all
		right.  I put it on Syphon, on the
		nose.

				TWIST
			(in utter horror)
		On the nose!  I said place.  Place
		it on Syphon.  That horse is going
		to run second.

Lonnegan looks like he's just been stabbed.  He vaults over
the table to the teller's window and grabs Niles.

				LONNEGAN
		You give me my goddamn money back!
		You hear me?  There's been a mistake!

				NILES
		I'm sorry, sir.  The betting's
		closed.

Lonnegan begins to shake him violently.

				LONNEGAN
		You give me my money back.  There's
		been a mistake, do you hear me?

Gondorff leaps to Niles' aid when suddenly there is a crash
at the entrance door, and Polk, Snyder and eight federal
agents burst into the room, guns drawn.  The place falls
silent except for the loudspeaker, the members of the boost
afraid to move.  Gondorff and Niles look at each other
wondering how this could have possibly happened.

				POLK
			(motioning to Hooker)
		All right, Hooker, you can go.

Hooker's eyes go to Gondorff, who looks back at him in utter
disbelief, the betrayal raging in his features.  Hooker,
unable to meet his gaze, lowers his head and starts to walk
out.  Almost unnoticed, there's a flash of movement at
Gondorff's belt.  A small gun.  A shot.  Hooker clutches his
back and falls dead on the floor, the blood spurting from
his mouth.  Polk, reacting instantly, pours four shots into
Gondorff, who goes down in a heap.  Pandemonium breaks loose.
The members of the boost race for the door.  Lonnegan is
totally stunned.  First he lost his money and now he's
involved in a murder.  Snyder rushes over to him.

				SNYDER
		C'mon.  We gotta get you outa here.

EXT. STREET

Snyder drags him through the crowd and out onto the street
where an F.B.I. car is waiting.  His bodyguards have long
since fled at the sight of the F.B.I. men.

				LONNEGAN
		My money's back there.

				SNYDER
		We'll worry about that later.

Snyder gets in beside Lonnegan, and the car speeds away.

							CUT TO:

INSIDE THE STORE AGAIN

The pandemonium has now ceased.  Those who could escape
have; the rest are lined up against the wall in frisking
position.  Gondorff and Hooker lie on the floor dead.  The
loudspeaker drones on.  Singleton is still calling the race
from his booth, apparently oblivious to what's happened.

				CALLER
		And the winner is King's Image by
		four lengths, Syphon is second, by
		two, Moneyman third by two and one
		half.  Time for 1 and 1/16 miles,
		1:21 and 2/10 seconds.

Polk walks slowly over to Hooker's body and bends down.

				POLK
		He's gone.

Hooker opens his eyes and slowly drags himself up off the
floor, spitting out a little rubber bladder, filled with
blood, that he's had in his mouth.  Gondorff does likewise.
Niles, Twist, Singleton and the rest of the boost begin to
laugh and shake hands, as do the Federal Agents.

				GONDORFF
			(to Polk)
		Nice con, Hickey.  I thought you
		were Feds myself, when you first
		came in.

				HICKEY
		No problem, Henry.  Snyder went for
		it all the way.
			(laughing)
		You shoulda seen the rag he lit
		under Lonnegan.

Gondorff turns to the others.

				GONDORFF
		Okay, let's take this place apart
		and get outa here.  You can get
		your splits from Eddie at Boudreau's
		tonight.

Gondorff walks over to Hooker, who's wiping the blood off
his face and hands.

				GONDORFF
		You beat him, kid.

				HOOKER
			(softly)
		You were right, Henry.  It's not
		enough... But it's close.

				GONDORFF
		You wanta wait for your share?

				HOOKER
		Naw, I'd just blow it.

Gondorff nods, and walks slowly to behind the bar.  He comes
out with his suitcase in one hand and Hooker's paper bag in
another.  He throws the paper bag to Hooker, who stops by
the door.  Eirie Kid is standing there.  Hooker gives the
"office" to Eirie, who beams and gives it back.

EXT. ALLEY AND STREET

Then Hooker and Gondorff leave.  We hold on them, two
ragtail grifters again as they walk off down the street and
disappear around the corner.

							FADE OUT.

				THE END