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Strange Days (1995)
By James Cameron and Jay Cocks. Final Draft, August 11, 1993.
More info about this movie on imdb.com

1:06 AM DEC 30, 1999

Blackness.  We hear:

                         VOICE
          Ready?

                         SECOND VOICE (LENNY)
          Yeah.  Boot it.

A burst of bright white static exploding across the
darkness.  A high whine on the audio track gives way to
street sounds and rapid breathing.

AN IMAGE wavers and stabilizes: A nervous POV.  We're in a
car, sitting in the backseat, and we're nervous, the view
swinging around, showing the street rolling by outside the
windows, then whipping back to the two guys in the front
seat.

Our POV looks down at a SMALL RECORDING DEVICE in "our"
hands.  A red LED is flashing.  We slip the recorder into
a coat pocket.

                         OUR VOICE
          Okay.  It's goin'.  I'm recording.

The guy riding shotgun, LANE, is just pulling a pantyhose
over his head, smearing his features into a pig-like mask.
He turns, DIRECTLY TO THE LENS, pissed off.

                         LANE
          Good one, dickhead.  Thanks for
          waitin' till I get this fuckin thing
          on.  You tryin' ta I.D. me, or
          what?

He tosses another pantyhose right at us and we catch it.
Our POV looks down, into the pantyhose, which comes up
over our field of view.

We realize: this is not some ride-along verite video.

WE ARE ONE OF THESE GUYS.  Real honest-to-God point of
view, with no cuts, no music.  This is not film, it is
human experience.

The driver is a Hispanic guy named "SPAZ" DIAZ.  Lane is a
white guy who looks very strung out.  Couple of
crackheads.  The car is a mid-seventies barge, piebald
with primer.

                         LANE
          Next alley... just pull in slow.
                  (turning to us)
          Hurry up will ya.  Here.

He hands us a big stainless steel revolver.  The POV looks
down as our shaky hands snap open the cylinder, check the
rounds, snap it closed.

Diaz pulls the barge into an alley.  The headlights
illuminate overflowing dumpsters.  A Chicano busboy is
making trash runs out the back door of a restaurant, which
he has chocked open.  The busboy goes back inside.

                         LANE
          Let's go.

Out of the car, quickly, our own breathing loud in our
ears.  We even hear our own heartbeat, racing now.
Through the door, after Lane, moving fast.

Into the kitchen.  Fluorescent glare.  The busboy turning,
surprised, Lane putting the shotgun in his face.  Freezing
him.  Lane puts a finger to his lips: "quiet" in any
language.

Our hand puts the magnum in the THAI COOK's face.  We get
them down on the greasy floor, Lane controlling them with
the shotgun.  He looks at us, snaps his eyes toward the
front room.

We hear voices as we approach the swing door.  Go through.

Whip pan left, then right.  Scoping the layout.  Low-rent
THAI place.  Red wallpaper.  Closing time.  Middle-aged
Thai OWNER, by the cash-register, counting money.  Young
Thai WAITRESS, cleaning up.  They look up, stunned, as we
put the gun on them.

                         OUR VOICE
                  (shouting, edgy)
          Don't move, don't talk, don't do
          nothing.

Our POV is whipping around, from the front door to the
owner to the kitchen where Lane is standing in the doorway
covering the cook and busboy, back to the owner as he
steps back from the cash-register.

We scoop up the big wad of bills: seven, eight hundred
bucks in tens and fives.

Now yelling, herding the owner and the waitress into the
kitchen, the owner trying to calm the girl in singsongy
Thai, Lane shouting at him to shut up.

Into the walk-in cooler.  The steel door closes on four
scared pair of eyes.  POV looking around, seeing... a
dish-rack.  Our hand pulls out a spoon, drops the spoon
handle through the hole in the cooler door-latch.  Locking
them in.

Lane heading out the back door.  Laughing, as he looks at
the wad of cash our hand is waving in front of him.
We follow Lane to the car.  Snap a look down the alley one
way, then the other.

Shit!  Cop Black-and-White pulling into the far end of the
alley.  Heartbeat goes triple time.  Scrambling into the
car.

Door not even closed and SPAZ has it in reverse, burning
rubber as he launches back down the alley.
SCRUNCH!  The car grinds along one wall as SPAZ steers
wildly backward.  Sparks right next to us.  Then--
KBOOM!  As we slam into a dumpster and push it right out
into the street.

The cop has his lights and siren on, and is roaring at us
as SPAZ cranks the wheel and punches it down the street.
He curses in English and Spanish as he weaves between
cars.  We pull off the stocking to see better.

The cop car surges onto the street behind us.

Looking ahead.  A red light.  Cars stopped, blocking the
way.  Cutting to the right, onto the sidewalk, around the
cars, into the intersection.

A near miss with cross traffic, then accelerating.
Another red light ahead.

                         LANE
          Don't stop!

Truck entering the intersection.  Everyone yelling.  SPAZ
cuts the wheel but too late...

Clipping the truck and spinning.
The street outside smearing past like the view from a
Tilt-a-whirl.

Then KBLAM!  Hitting something, God-knows-what, and
launching up and over, and--

KRUNCH!  Crushing metal and an explosion of broken glass.

It gets quiet and still.  Tinkling glass as Lane moves.
Then SPAZ is screaming.  The car is upside down.

Crawling out of the side window.  A frenzy now.
Whip pan to see the cops pulling up.

Then whipping back to the wreck.  The engine is burning.
Flames spreading rapidly.  SPAZ inside, pinned, upside
down, blood pumping across his face.

Our hands pulling Lane out.  He comes up running.

We run after him, sprinting toward the welcoming darkness
of an alley.

Panting breath and heartbeats and sirens and somebody
yelling.
Gunshots.  Looking back.  Cops next to their car, firing.
Ahead, Lane running into shadow.

Then a door opening, a man coming out of a metal firedoor.
Lane grabbing him, throwing him out of the way, holding
the door open as we dive through into--

A stairwell.  Lane sprinting up, two steps at a time.
Trying the door at the second floor landing.  Locked.
Shit.

Running up.  Dizzying whirl as we run, up and up.

The POV is finally broken by a...

                                             CUT TO:

INT.  UNDERGROUND GARAGE

But we don't know where we are yet.  We see a man in
extreme close-up: just his eyes and mouth.  The eyes are
closed, the eyeballs tracking under the lids, like he is
watching a movie in there.  This is LENNY.

                         LENNY
          This is great... the doors are all
          locked.  Who are these losers,
          friends of yours?

                                             CUT TO:

BACK TO POV as we reach the fifth floor landing.  Lane is
coming unglued as he finds this door locked.  We look
down, see cops coming two floors below.  One cranks off a
couple rounds at us and we snap back from the railing.
Pounding up the last flight.  Finally!  The door is
unlocked.

Blasting through it, behind Lane, onto the roof.  Running
all out past AC units and pipes, air vents.  Looking up:
an LAPD helicopter orbiting close.  It flicks the xenon
onto us and we are running in a vibrating circle of blue
daylight.

Running along the edge of the roof.  Looking down.  Car
burning upside down in the street below.  The gas tank
explodes, filling the street with orange light.  We don't
slow.  We're running all out.

                         LENNY (V.O.)
          Wow... the gas tank is a nice touch.
          Oh, oh, end of the line boys.

Ahead, in POV we see the edge of the roof coming up.
Beyond it is another building, about ten feet lower and
separated by a 20 foot alley.

But Lane doesn't slow down.  He leaps across the void and
makes it to the other building, landing in a sprawl.
We reach the edge and look down.  Six stories.  No ladders
or fire-escapes.  Whip to behind us.  Cops running across
the roof.

                         LANE
          Come on!  Fucking jump man!

The POV backs up from the edge and then runs toward it...
Out into the void.  Moving... airborne... then...
WHAM!  Right into the parapet wall.

Slipping down.  Brick wall right in our face.  Bloody
fingers grabbing for a rusty piece of pipe running along
the edge.

Looking down... feet dangling over a sixty foot drop.
A cat walking through a patch of light in the alley below,
oblivious.
Breathing raspy.  Snapping a look up as the pipe gives
way.
A keening whine coming from us as we scramble to climb up
but...
Snapping a look down--
Walls rushing past, sound of wind, and our own raspy
scream--
Ground rushing up--

Split second impression of a cat, looking up, yowling and
running out of the way as--
Pavement fills frame.  A burst of violent red light.
Sound like a gunshot... but no echo.

Only silence.  And blackness.

                                            CUT TO:

INT.  UNDERGROUND PARKING GARAGE

Lit by miles of fluorescent.  Empty and echoing.  Close on
Lenny.  He has something on his head.  Something that
looks like a mutated set of Walkman headphones, except
they have little gecko fingers that fit along the temples
and over the forehead.  PLAYBACK "TRODES".  Lenny whips
off the trodes, gasping as if he got gutpunched.

                         LENNY
          Goddamnit!  You know I don't deal in
          snuff.  How many times I hafta tell
          you?!

Lenny is with a guy everybody knows as "TICK", a pale-
skinned creature of the night in T-shirt and leather
jacket.  Tick is a bottomfeeder in the techno-underground
of the near future.

                         TICK
          Don't have a fucking coronary, Lenny.

                         LENNY
          Well you could've at least warned
          me.  You know I hate the zap... when
          they die.  It just brings down your
          whole day.  Jeez, Tick.

                         TICK
          Sorry.

LENNY NERO is low thirties.  Handsome.  Charming.  And you
better check to see if you still have your ring after you
shake with him.  He is wearing an expensive Italian
jacket, and what he thinks of as a "power tie." His Rolex
isn't real.  His greasy hair is too long and curls around
his collar.  He needs to shave.  A little sleazy.  But he
has energy, and heavy street smarts.

Lenny is sitting on the hood of his '97 BMW 1035i.  Tick
is facing him, sitting in the back of his beat-to-shit
70's van.  There are a lot of tapes and tech stuff piled
inside the van.  Lenny has a Haliburton case open next to
him, like a drug dealer.  In fact the whole setup looks
like a drug deal, but it's not.  Though it is illegal.
The case holds Lenny's personal playback deck, his trodes,
and a rack of the little tapes in which he deals.  They
are about the size of DAT tapes, and hold about 30 minutes
of sensory experience... everything a person sees, hears,
and feels... recorded directly from the cerebral cortex at
the moment it is happening.

                         LENNY
          How'd you get the tape?  Why didn't
          the cops put it in evidence?

                         TICK
          With all the blood I guess they
          didn't see the rig.  Guy had it
          under a wig.

                         LENNY
          Yeah, but how'd it get to you?

                         TICK
          I got ways, Lenny, I got ways.
                  (off Lenny's impatient
                   look)
          Okay, okay... I got a deal with some
          a the paramedics.  My guy pages me
          and I pick it up at the morgue.  So
          whaddya think?  This clip's gotta be
          worth at least a grand.  Right?

                         LENNY
          Tick.  Not to dash your hopes, but I
          don't deal this kind of product, you
          know that.  I'll give you four for
          it, cause I've gotta cut off the
          last bit.  And my customers want
          uncut.

                         TICK
          Fuck that!  The last part's the
          best.  You dry-dive six stories and
          blammo!  Jack right into the Big
          Black.

                         LENNY
          I don't deal black-jack clips!  It's
          policy.  I got ethics here.

                         TICK
          Yeah, when did that start?  Come on,
          man!  It's what people want to see,
          and you know it.

                         LENNY
          So lay it off to somebody else.

                         TICK
          Come on, Lenny.  I got expenses.  I
          got to get this rig fixed.  Look at
          it...

Tick holds up a zip-lock bag containing the Walkman-sized
stainless steel CORTICAL RESONANCE RECORDER, the record
deck we saw earlier in the POV.  Also in the bag is the
SQUID NET, a matrix of sensors designed to conform to the
human head (this is different from playback trodes).  The
whole works are covered with congealed blood.

                         TICK
          Give me six at least.  This's a good
          clip, here.  Gets you pumpin'.

                         LENNY
          Yeah, well, the first part's okay.
          Better than the usual soaps you
          bring me.

                         TICK
          Now that is cold, Lenny.  I always
          bring you choice.

Lenny fishes around in a cardboard box at Tick's feet,
pulling out a tape.

                         LENNY
          Sure, like this low-grade shit here,
          some girl in a fight with her
          boyfriend... it's a test-pattern.
          Nothing happens.  I'm snorin'.

                         TICK
          Hey, you're always saying, 'Bring me
          real life.  Bring me street life.
          And, like, one man's mundane and
          desperate existence is another man's
          Technicolor.'

                         LENNY
          I said that?  Look, I'll take it for
          five, and you'll make out okay,
          because in this case it's pure
          cream, you don't have to cut
          anything back to the wearer.

                         TICK
          Ha!  That's for fucking sure.

                         LENNY
          What else you got?

                                            CUT TO:

MONTAGE/SERIES OF SHOTS

Lenny in his BMW, driving through the LA streets.
Streetlights and neon flare across the windshield in a
calligraphy of light.  Lenny works the cellular, gets
messages on his DIGITAL PAGER, weaves in and out of
traffic -- punches the buttons on his radio, changing
stations all the time.  Raw, nervous energy: like a kid
who can't stay still.  It's a hard hustle in the big food
chain.

                         LENNY
          Look, Jerr.  I'm nothing if not a
          man of my word.  I'll drop the money
          by tomorrow, next day latest.  It's
          a little crazed right now.  Yeah, on
          my mother's eyes, I swear.  Thanks,
          buddy.
                  (hangs up)
          Prick.
                  (to the car ahead
                   honking)
          What kinda move you call that?!
          Lemmings.

Lenny turns up the radio.  SELECTED DRIVE-BY IMAGES, as
the talk-radio provides commentary.

Lenny's car passing under glowing Santa Clauses on the
light-poles.  Banners proclaiming the coming "Millennium
LA" festivities.

                         TALK-RADIO HOST
          ... it's a little after 2 am on
          December 30th, 1999... the second to
          last day of the whole darn century,
          and the phone lines are open.  Dan
          from Silverlake, you're on the air.

Transition to a rougher section of town.  Buildings roll
by endlessly, tagged by gangs in graphic tribal patterns.
some are burnt-out ruins.

                         DAN FROM SILVERLAKE
          Uh, hi.

                         HOST
          So Dan, are you looking forward to
          the New Year?

A building is burning out of control.  In the foreground,
silhouetted, a drunk sleeps soundly on a bus-bench.

                         DAN
          Not really.  I mean what's the
          point?  Nothing changes New Years
          day.  The economy sucks, gas is over
          three bucks a gallon, fifth grade
          kids are shooting each other at
          recess... the whole thing sucks,
          right?  So what the hell are we
          celebrating?

A shanty-camp of homeless people under a freeway overpass.
Homes made of cardboard and carpet remnants.  Their lives
in shopping carts.

                         HOST
          You're a glass-is-half-empty kind of
          guy, aren't you Dan?  Well I for one
          happen to think that us making it
          2000 years is worth celebrating--

Lenny cuts him off, punching to another station, and MUSIC
blasts.  Something fast... a rap-metal hybrid.  Anger and
energy.

WE CUT IN fast blitzes of images like a burst of automatic
weapons fire: helicopters on patrol, people running in the
streets, buildings smoldering, fists raised, shouting
people, paramedics rushing a body into an ambulance,
Korean store owners armed to the teeth, a body covered by
a yellow plastic sheet, blood running down the gutter.
Cops in riot gear, with M-16s, on patrol in a Hispanic
neighborhood.

BACK TO LENNY coming out of a bar with a nervous
businessman.  We don't hear the conversation.  MUSIC OVER.
Lenny palms a roll of bills from the guy as he slips a
squid tape into the pocket of the businessman's suit
jacket.  Lenny claps him on the shoulder and walks away.
Lenny's beeper goes off and he pauses to look at the
number.

ON LENNY DRIVING.

Ahead, through the windshield we see a police checkpoint.
The cops have thrown a block across the street and are
shinning their lights in the cars as they creep through.
Lenny slaps his ID against the side window with one hand,
not missing a beat in his conversation.  This is just part
of life in LA.

                         LENNY
                  (on cellular)
          Jimbo.  I'm there, Jimmy.  Right now,
          can't you hear me knockin'?

CUT TO LENNY working his way through a crowded club, music
pounding.  Strobe lights.  We don't see much.  He hears
his phone rings and pulls the tiny DIGITAL CELLULAR out of
his breast pocket.  Sticks a finger in his other ear and
answers.

CUT TO LENNY, back in the BMW, on the streets.  On the
move.

                         LENNY
          -- so you line up the talent, shoot
          the clip, get it to me by Monday.
          OK?  Client wants a guy and two
          girls, the guy wears... yeah, I
          know, thinks he's being original.
          Girls have to be young.  So don't
          use your mother like you usually do.
          Yeah, you too, pendejo.  And no big
          tits... French tits.  That's it...
          like Champagne glasses... you got
          it.  What a pro.  Page me.

LENNY PULLS UP to the security checkpoint of a gated
community.  The white upper-middle class hiding behind
walls and paid security.

                         LORI
          If you read the Bible, Mark, you'd
          know that there won't be another
          thousand years.  Right now we are in
          the Last Days, as foretold in the
          book of--

                         HOST
          The Last Days?  You mean the coming
          of the Apocalypse, right?  The
          Rapture?

Lenny fishes around in the glove compartment, flipping
through about twenty plastic security passes for different
parts of town, all bogus.  He finds the right one and
flips it onto the dash.

                         LORI
          Yes, that's right.  You only have to
          look at the signs... there are wars
          and rumors of wars--

The RENT A COP at the guardshack hits him with his light.

                         LENNY
                  (lying)
          I live here.

The cop waves him through.  Lenny is the right color.

                         HOST
          Now just so the rest of us know how
          much time is left, when is the
          Rapture supposed to hit, exactly?
          Is it midnight New Year's Eve?

And WE CUT to a burst of news videotape, enlarged, noisy,
distorted... images of a great gathering in the desert,
the faithful waiting for God's sign as the millennium
approaches.

                         HOST
          Is that midnight LA time, or Eastern
          Standard or what?  I mean, what time
          zone is God in, anyway?

                         LORI
          I pray for you all.

Lenny's BMW cruises past an overturned burning car.  There
is no-one around.  He barely glances at it.  Common sight
these days.  If it is the end of the world, Lenny's not
going to let it break his rhythm.

                         LENNY
                  (cellular)
          I just got something in, Bobby, you
          might appreciate.  A 211 at a Thai
          joint goes south, and these three
          scuzzballs end up in a gun-and-run.
          It's a beauty, two thumbs up.
          Parental discretion advised.  I'm
          talking it's the master, not some
          stepped-on copy.  One of a kind.

LENNY INSIDE A GLOOMY BAR.  He slides into a booth with
NORM SKINNER, a paunchy guy with thinning hair who dresses
too young.  A pretty, stoned-looking girl is leaning
against Skinner.

                         LENNY
          Yo, Skinner.  The Skin Man.
                  (fingering his
                   jacket)
          Red leather.  Nice feminine touch.

                         SKINNER
                  (laughing)
          Fuck you, Nero.

                         LENNY
          Whattya got for me?

CUT TO: POV of a woman writhing above us in ecstasy.
Lovemaking in point-of-view.  We look down, see OUR BODY,
a woman's body... our hands moving over the other woman's
torso.  The image is dark, a primal impression.  Sound of
harsh breathing, rustling sheets.

BACK TO LENNY in the booth with Skinner.  Lenny has
Skinner's tape running in a playback deck clipped to his
belt, next to his pager.  He is hunched over the table,
"sampling" the merchandise by touching a few of the trode
pads to his temple without putting on the whole headset.
Like a coke dealer taking a little on the fingernail.

                         LENNY
          Yeah, I can use this...
                  (to the stoned girl)
          ... but honey you gotta move your
          eyes slower next time.  It's too
          jerky.

                         SKINNER
          It was her first time, Lenny.  Cut
          her some slack.

TIGHT SLOWMO SHOTS... ABSTRACT: SQUID tapes and money
changing hands.  A SQUID tape sliding sensuously into a
deck.

TIGHT CU LENNY, through the windshield of his car.  Neon
moving over him.

NEWS FOOTAGE: LAPD Aerospatiales circling, their xenon
lights turning night into day, giving the impression of a
futuristic war zone.

INSIDE THE COCKPIT, the infrared camera shows green-screen
images of people in cars, in their homes... like footage
of hyenas shot at night in total darkness.

The impression is of a society under siege, an occupied
nation... a watched society where the camera eye and the
police spotlight define our reality.

                         HOST
          Go ahead, caller, you're on the air.

                         VOICE
          My name's DeWayne, and I got a New
          Year's resolution for the po-lice.
          Hey, yo Five Oh, you better get down
          with 2-K.

CRASH Unit cops with a bunch of Salvadoran gang kids
racked up against a storefront.  A dozen 16 year-old girls
and guys, hands against the wall, acting bored, as the
cops walk up and down, reading IDs.

                         HOST
          2-K?  What's that DeWayne?

A group of cops have two black guys proned out.  Nearby a
crowd jeers, shouting insults.  A black kid throws a beer
bottle and one of the cops chases him into the crowd.

                         DEWAYNE
          2-K.  The big two thousand.  Comin
          tomorrow night.  Out with the old
          and in wit da new.  See for the Man,
          no new is good new, what I'm sayin.
          He like to keep it the way it is.
          But we going to take it, make it
          new, make it our own.  History gonna
          start right here, right now--

LENNY cuts him off as his cellular call connects.

                         LENNY
          Hi, Dave, this is Lenny.
                  (pause)
          Nero.  Lenny Nero.  That's right.
          Oh, is it late?  Sorry.  It's just
          that I have something that might be
          of interest, and since I always call
          you first--
                  (pause)
          Uh, huh.  Well, what would be a good
          time?  Okay, sure.  Catch you then.

                                            CUT TO:

A GAME ARCADE.  Light and noise as the customers drop
quarters for synthetic thrills.  Lenny is talking to a
nice-looking street kid in his early 20's named EDUARDO.

                         EDUARDO
          Let me get this straight... you
          gonna pay me 200 bucks to put on a
          hair net and bang some beautiful
          babe.  I don't know, I gotta think
          about this.

Lenny smiles and pulls out a SQUID-net.  He motions
Eduardo into the shadows.

                         LENNY
          Okay, let's get you wired up.  I
          hope this axle grease you got in
          your hair doesn't screw up the squid
          receptors.

                         EDUARDO
          What's all this squid shit?

As Lenny works, fitting the network of sensors over
Eduardo's head, he holds class.

                         LENNY
          Superconducting QUantum Interference
          Device.  SQUID.  Got it?  There's
          gonna be a test.

                         EDUARDO
          Hey, fuck you, man.

                         LENNY
          Easy, Eduardo, easy.  Preserve a
          sense of humor at all times.  Okay,
          the receptor rig... what I'm putting
          on your head... sends a signal to
          the recorder.
                  (Lenny holds up the
                   recorder)
          See we call it "being wired," but
          there's no wire.  You gotta keep the
          recorder close... five, six feet
          away max, like in your jacket pocket
          by the bed or wherever you're going
          to close escrow, know what I mean?

                         EDUARDO
          Yeah, right.

Lenny fits a wig from his briefcase over Eduardo's head,
turning him into a headbanger.  Eduardo scowls at this
set-back to his suavete.

                         LENNY
          Some tips.  Don't dart your eyes
          around.  Don't look in the mirror or
          you'll ID yourself.  OK?  You got a
          half hour of tape, so give me some
          lead-in to the main event.  But
          don't wait too long, I don't want to
          be going out for popcorn.  And don't
          act natural.  Don't act at all.
          Just forget the thing is on.  Got
          it?

                         EDUARDO
          No problem.

                         LENNY
          A star is born.

                                            CUT TO:

EXT.  TRAIN YARD - NIGHT

A woman's feet moving along the steel rail of a train
track at night.  The woman has no shoes, her feet bare.

IRIS stumbles along the track, clutching one shoe
pointlessly to her chest.  She is swearing and crying,
runny mascara leaving two tragic streaks down her pale
face.  Despite this we see that she is attractive, though
her dress and make-up seem designed to convey overt
sexiness.  Her white skin is complemented by a wild mane
of curly red hair.

She is in her early twenties, and the harshness of her
life has just begun to harden her features.  She looks
lost and without hope, in fear of her life.  Her breath
comes in hitching sobs, and her eyes are wild.

She runs between cold steel walls of freight cars, looking
behind her frequently.  A police helicopter is circling.
Its xenon beam plays over the train yard, sweeping over
the cars.  She hunches into the shadows of a freight-car
as the beam passes over.  Looking under the cars she sees
an LAPD patrol car cruising down a street adjoining the
yard, its searchlight sweeping toward her.  It moves on.

She continues her run, moving away from the direction of
the patrol car.  She reaches a chain-link fence.  Crying,
she scrambles over it, cutting her hands and ripping her
dress.  Another patrol car passes two blocks away.  She
crouches in the tall grass until it rounds a corner out of
sight.

                                            CUT TO:

EXT.  ALLEY AND STREET - NIGHT

Iris sprints down an alley between buildings.  Rats
scatter into the shadows ahead of her.  She doesn't seem
to notice.  All she cares about are the police lights, and
the sound of the helicopter droning, circling.

She pauses at the mouth of the alley, scanning the well-
lit street beyond.  There are people here: downtown low-
life street people.  A half-block away is a brightly lit
sign marking the entrance to a Red-Line subway station.

She walks along the sidewalk, her eyes on the sign,
feeling exposed as she walks openly, her heart pounding.
She is a mess, but in this section of town people barely
glance at her.

LOW ANGLE on her bare feet, standing out amid the shoes
and boots of winter.

SHE CROSSES the street, and reaches the sidewalk just as a
black-and-white rounds the corner at the end of the block,
behind her.

IN THE CRUISER are TWO COPS, who are scanning the street.
They look intense.  Revved up.  They are BURDEN SPREG, a
massive, barrel-chested street-lifer in his mid-forties,
and DWAYNE ENGELMAN, an aggressive hard-on in his twenties
with a brush cut, a Nautilus body, and a face like a
ferret.

                         ENGELMAN
          She's a hooker, vice'll have her in
          the book.  We can pick her up later.

                         SPREG
          No.  Now.

IRIS knows the cops are behind her.  She is terrified to
turn.  Finally she can't stand it any more.  She breaks
into a run.  The patrol car speeds up suddenly, roaring
after her.

Iris sprints along in her bare feet, all-out like a track
runner.  The black-and-white screeches to the curb next to
her and the cops jump out.

Iris hits the stairs down to the subway station at a full-
tilt boogie, knocking down some poor old guy whose
groceries go flying.

                                            CUT TO:

INT.  SUBWAY STATION AND TRAIN

Iris trips on the landing, spins sprawling across the
filthy tile floor, and comes up running.  Panting with
fear and exertion she clears the turnstiles like a
hurdler.

The cops pound down the stairs two at a time.  Spreg draws
his 9mm.  In his eyes we see an unaccountable craziness...
a hunter who has as much at stake somehow as the prey.

Street people fall back as Spreg thunders through them.
They aren't about to get in the way of this juggernaut cop
and his boy wonder.

The two cops reach the platform.  No Iris in sight.

MOVING WITH THEM as they slow to a walk, scanning.  A
couple of low-lifes standing around, waiting for trains,
eye them warily as Spreg gets a call on his Rover.

                         DISPATCHER (V.O.)
          Do you request back-up?

                         SPREG
          Negative.  Suspect is a black male,
          age 35 to 40.  We're handling it.

A train pulls into the station with a whoosh of air.  A
few people board.  There is only the sound of the cops'
footsteps as they move along the empty platform.  With a
pneumatic hiss the train's doors begin to close.

Suddenly Iris breaks from behind a column up ahead at a
full sprint.  Spreg unleashes his size 13 cop shoes,
thundering along the platform to intercept her.  Engelman
straight-arms his pistol.

                         ENGELMAN
          FREEZE!

Iris clears the doors just as they hiss shut.  Her
momentum carries her clear across the car, where she slams
into the far wall and staggers back, almost falling.  She
gasps for breath and looks up to see...

... Spreg crashing against the outside of the doors she
just came through as the train starts to move.  He tries
to force the doors apart... can't.  He aims his gun
through the window.

Thinking fast Iris dives to his side of the car and
presses herself up against the solid wall next to the
door, where he can't see her.

OUTSIDE, Spreg is running next to the accelerating train.
He swings his pistol, smashing the window with the butt.

Iris screams as Spreg lunges through the opening next to
her like some uniformed nightmare and grabs her.  He is
still running alongside, pulling on her.  Trying to drag
her right out through the window.

She struggles.  Bites his beefy hand.  He swears and lets
go.  Then makes one last grab.  Gets his fingers into her
long mane of hair.  Yanks on her.  She comes half out the
window, screaming.

Then... RIP!  The hair pulls off her head.

Spreg drops away, behind the speeding train, holding a
red wig.  He looks at it stupidly, then raises his pistol
and fires at Iris.

She jerks back through the window and drops to the floor.
A couple of shots hit the metal outside.  We see Iris has
short hair, platinum white.  In it are a few of the many
pins which held the wig securely in place.  She gasps for
air, sobbing and hugging her knees, trembling all over.

SPREG STANDS on the platform, watching the train
disappear, as Engelman runs up.  Spreg looks at the wig in
his hand, disgusted.  He turns it and looks inside, at the
cap.

CLOSE ON THE CAP inside the wig: there is an intricate
network of sensors in a grid over the entire underside of
the wig.  The sensors are connected by wires, in a pattern
like the veins of a leaf, bundling to a small, flat metal
box, the size of a cigarette case.  It is a SQUID NET.

Iris was wired.  Spreg just stares at the SQUID NET, eyes
going crazy wide.

                         ENGELMAN
          Oh shit.

                                            CUT TO:

EXT./ INT.  LENNY'S APARTMENT - NIGHT

IT'S 4 AM.  Lenny trudges through a heavy security gate
into the center court of his ratty building.  The pool
furniture is in the pool.  Gang graffiti marks the walls.
Bars on all the windows.  One of the doors looks like
somebody opened it with an ax.  The pool lights give the
place an eerie, dead glow.  Can out slick Lenny really
live in this dump?

Through a barred window we see Lenny approaching as we
hear the OUTGOING MESSAGE on his answering machine in the
F.G.

BEEP.  And...

                         IRIS (V.O.)
          Lenny, goddamn it, you got to be
          there, you got to help me, come on,
          pick up, pick up...

Through the window we see Lenny fishing in his pocket for
his keys.

                                            CUT TO:

EXT.  ALL NIGHT GAS STATION - NIGHT

Iris at a pay phone in the cold of an all-night gas
station.

                         IRIS
          ... you got to be there for me...
          COME ON!  Shit, I'll call later.

                                            CUT TO:

INT.  LENNY'S APARTMENT

As Lenny unlocks the door, all he hears is Iris' "I'll
call later." He picks up the phone as the connection
breaks.

                                            CUT TO:

EXT.  ALL NIGHT GAS STATION - NIGHT

Iris continues to grip the phone even after she has hung
up.  She looks desolate, without hope.

                                            CUT TO:

INT.  LENNY'S APARTMENT

LENNY doesn't stop to play back Iris' message, or any of
the twenty others on his machine.  He just deadbolts the
door and locks a steel bar across the door frame, then
carries his Haliburton...

... toward the bedroom.  And we see the truth of his
reality.  Lenny's crib is a shit-box.  It is a small one-
bedroom, barely furnished.  A couple of chairs.  Swap-meet
couch.  Cardboard boxes full of tech gear stacked in the
corners, unidentified electronics components piled on a
table, cables strung everywhere.  God knows what this
stuff is.  There is aluminum foil taped to all the
windows.  Fast food cartons, empty Coke cans, pizza boxes
everywhere.  The bachelor apartment from hell.  High-tech
low-life.

He goes into the bedroom.  Mattress on the floor.  Same
infernal interior decoration, but this room is dominated
by racks of tapes... Squid tapes.

Lenny pours himself a vodka from a bedside bottle, takes
off his clothes and hangs them over a chair.  He sits on
the bed in his underwear, looking lonely and depressed.
This is the private Lenny: No plans.  No dreams.  Nothing
to look forward to but another day of the hustle.

He puts a set of playback trodes carefully on his head,
fishes around in a shoe box among a bunch of tapes,
squinting at the hand-written labels: they all say
"FAITH." Only the dates are different.

He selects one and inserts it in the deck, makes some
minute adjustments.  Sips his vodka.  Leans back.  Closes
his eyes.  And hits PLAY.

PLAY BACK SEQUENCE/ POV:

We are moving along the Venice boardwalk, following a
YOUNG WOMAN on Rollerblades.  By our motion, it is obvious
that we are on Rollerblades too, and not doing so well.
The woman is laughing, turning circles around us, cracking
up at our discomfort.
We hear Lenny's voice complaining a mile a minute, and we
realize the POV is his.  The girl takes our hands, skating
backward, towing us along the boardwalk.  It is a sunny
afternoon, and it is the usual boardwalk freak show all
around us.

The woman is FAITH JUSTIN, a singer.  Lenny is desperately
in love with her.  It's not hard to see why.  She is
beautiful, in an alive, dynamic way.  Her hair is a wild
dark mane, and her eyes are spectacular... intense.  She
moves with a lithe, sinuous grace.  We are staring at her
eyes instead of concentrating on skating.

Whammo!  The POV spins and we are sitting, looking up at
Faith as she circles, laughing.  She skates over to help
us up.

CUT TO LENNY, on his bed, smiling.  He punches Fast
Forward.

BACK TO POV.  A kinetic blur of digital hash, then...

We are following Faith, now holding her skates, up the
steps to a beach apartment.  Inside it is funky and
comfortable.

Music from a disk player she left on.  Bob Marley singing
"Three Little Birds".  Faith, covered with a sheen of
sweat, sways to the music as she goes into a bedroom.  We
follow her.

She comes out of the small bathroom with a towel, starts
to dry off.  Sunlight comes in the window lighting up
Faith like she is in a spotlight.  We move up behind her
and take the towel away, and now we see Lenny standing
behind Faith in the mirror over the dresser.

He puts his arms around her and they sway together to the
music.  He runs his fingers in lazy circles over her
sweaty belly.  Then leans down and licks the sweat off her
shoulder, all the while watching her in the mirror.  A
voyeur recording his voyeurism through his own eyes, so he
can replay and relive the moment.

Their eyes meet in the mirror.

They both watch as Lenny slides his hand up under her
halter and caresses her nipples.  She moans softly,
responding.  She turns to him, and our POV shifts directly
to her.  She is right in front of us, in TIGHT CLOSE UP.
The intimacy is power.

                         FAITH
                  (laughs)
          Hey, you going to watch or you going
          to do?

                         LENNY
          Watch and see.

We lean toward her, until her eyes fill frame as they
close in a kiss.  We (Lenny) keeps ours open.  Our hands
pull her halter over her head.  Then she pulls up on
Lenny's T-shirt, laughing.  We see it go over our eyes,
blocking the view for a moment.

Then Faith kisses Lenny's bare chest.  We are looking down
at her, looking down across our body, Lenny's body, as
Faith kisses lower, kneeling in front of us, unbuckling
our belt and we--

CUT TO LENNY in the here and now.  Lost in playback memory
bliss.  He inhales sharply behind a wave of electronically
recorded pleasure.

BACK TO POV.  Lenny pulls Faith up to his face, kissing
her, then pushing her gently to the bed, where we lie down
together in a pool of sunlight slashing across the tangled
sheets.  She looks up, right at us...

                         FAITH
          I love your eyes, Lenny.
                  (she touches our
                   eyelids)
          I love the way they see.

CUT TO LENNY, lost in the swirl of sensation.  He touches
his tongue to his fingertip.

IN POV we look down at Faith as we enter her.  She gasps
and closes her eyes, grabbing the headboard with both
hands.  There is only the sound of gasping breaths, the
creaking bed frame.  She rocks with the rhythm of our
thrusts, borne away by the intensity until she cries out.

CUT TO LENNY, reliving the past, under the electrodes.  He
reacts to the past orgasm.  The tape ends, Lenny slowly
takes off the trodes.  There is a tiny tear at the corner
of his eye.

                                            CUT TO:

INT.  LENNY'S APARTMENT/SERIES OF SHOTS

2:14 PM, DECEMBER 30

Lenny cracks an eye as the Sony 35" blinks on in alarm
mode: news flashes of the day before New Year's Eve...
police preparations for the epic Millennium L.A. shebang
downtown, the National Guard doing riot prep, etc.

Sunlight comes like lasers through holes in the aluminum
foil over the windows.  Lenny goes to the kitchen in his
underwear, searches for breakfast in the fridge, which is
empty except for a red-white-and-blue 2-stick popsicle.
Good morning.

The TV screen shows a murder scene with cops milling
around, yellow plastic over three crumpled forms on the
ground.  It cuts to a file photo of a severe-featured
black man.

                         ANCHORWOMAN
          ... bodies of two men found early
          this morning under the Hollywood
          freeway have been identified as rap
          star Jeriko One and bandmember James
          Polton, known to fans as "Replay".
          A third body, that of a woman, has
          not yet been identified.  With his
          band, the Prophets of Rage, Jeriko
          One's outspoken political stance
          and violent lyrics have stirred
          nationwide controversy...

CUT TO: A little later.  Lenny sucks on the popsicle while
he puts the night's wardrobe together.  This is a ceremony
he observes carefully.  Suit laid out on the bed, shirt
beneath the jacket.  Lenny matches a tie to the ensemble
-- well, maybe -- tries another -- that's the one.

                                            CUT TO:

Lenny, behind the wheel of the BMW.  He is revved up, his
look dialed-in.  He's on the move.  Seizing the day.

                         LENNY
                  (on cellular)
          You know I can get you anything you
          want, anytime you want it, just not
          right now.  We'll hook up at the
          club later.  Around eleven.  Yeah.

Lenny wheels into a parking lot, finds a space, grabs his
Haliburton and steps out, heading for the front door of
the Coral Lounge.

                                            CUT TO:

INT.  CORAL LOUNGE

The decor is sort of Polynesian.  Goofy tropical motif
murals on the walls.  The place has a mixed bag of
customers, including upwardly mobile low-lifes who have
graduated from the streets and use it as a kind of office.
It is a crossroads for druggies, upscale hookers, junior
entertainment suits slumming after a day in the pressure
cooker.

Lenny cruises through like he owns the place, greeting a
number of the early regulars.  We get the impression he
knows everybody, all the time, everywhere he goes.  He
leans on the bar.

                         BARTENDER
          Hey, Lenny.

                         LENNY
          Anything without an umbrella.

He gets backslapped by a guy in a satin racing jacket:
Fabrizio.

                         FABRIZIO
          Lenny my man, I think you want to
          meet a friend of mine.

Lenny follows Fabrizio's look to a guy, dressed LA power-
casual, sitting at a booth across the room.

                         LENNY
          Looks like money to me.

Lenny grabs his drink off the bar and follows Fabrizio
across the room.

                         FABRIZIO
          Don't forget your friends.

                         LENNY
          10 percent, Fabri, like always.

They slide into the booth with KEITH.

                         FABRI
          Keith, this is Lenny.  Guy I was
          telling you about.  He can get you
          anything you--

                         LENNY
                  (cutting him off)
          Just a second.  Not to be rude,
          Keith, but I got to ask, are you a
          cop?

                         KEITH
          I understand.  No, I'm not.

                         LENNY
          You understand?  Attorney!  Right?
          Am I right?

                         KEITH
          That's right.

Lenny sizes the guy up, looks around the edge of the
table.

                         LENNY
          Tassel shoes.  Entertainment law,
          would be my guess.
                  (off the guy's scowl)
          Relax.  I just like to guess, is
          all.  It's my job to know people and
          what they want... what's behind
          their eyes.

                         FABRIZIO
          Lenny gives people their heart's
          desire.  Ain't that right, Lenny?

                         LENNY
          That's right.  My second question I
          gotta ask, so we get our bearings
          here... have you ever jacket in?
          Have you ever wiretripped?

                         KEITH
          No.

                         LENNY
                  (a winning grin)
          A virgin brain!  Well we're going to
          start you off right.  So what do you
          know about this?  Save us some
          time...

                         KEITH
                  (shrugs)
          Just what I've read.  That the
          technology was developed for the
          Feds, to replace the body wire.  And
          now it's gone black market.  So, uh,
          do I get the deck from you?

                         LENNY
          I'll set you up, get you a deck at
          my cost... since my thing is the
          software.

                         KEITH
          Clips.

                         LENNY
          That's right.  Clips.
                  (Lenny leans in,
                   working the guy)
          Look, I want you to know what we're
          talking about here.  This isn't like
          TV only better.  This is life.  It's
          a piece of somebody's life.  Pure
          and uncut, straight from the
          cerebral cortex.  You're there.
          You're doing it, seeing it, hearing
          it... feeling it.

                         KEITH
          What kind of things exactly?

                         LENNY
          Exactly anything.  Whatever you
          want.  Whoever you want to be.
                  (handing Fabrizio a
                   twenty)
          Fabri, get us another round, would
          you.

Fabrizio gets the hint and heads for the bar.

                         LENNY
          You want to go skiing without
          leaving your den, you can.  But I'm
          assuming a guy like you, you wanna
          go skiing you fly to Aspen.  That's
          not what you're interested in here.
          It's about the stuff you can't
          have... right?  The forbidden
          fruit.

Keith nods, mesmerized by Lenny.

                         LENNY
          Like running into a liquor store
          with a .357 magnum in your hand,
          feeling the adrenalin pumping
          through your veins.  Or...
                  (pointing discreetly)
          ... see that guy, with the drop-dead
          Philipino girl friend?
                  (Keith looks)
          Wouldn't you like to be that guy for
          twenty minutes?  The right twenty
          minutes.  I can make it happen.  And
          you won't even tarnish your wedding
          ring.

Keith touches his ring self-consciously, then grins.

                         KEITH
                  (hooked like a carp)
          Sounds good.

                         LENNY
          I can get you what you want.  You
          just have to talk to me.  I'm your
          priest, your shrink, your main
          connection to the switchboard of
          souls.  I'm the Magic Man, the Santa
          Claus of the Subconscious.  You say
          it, you even think it, you can have
          it.  You want a girl, you want two
          girls?  I don't know what your thing
          is or what you're curious about...
          you want a guy?  You want to be a
          girl... see what that feels like?
          You want a nun to tie you up?  It's
          all doable.

                         KEITH
                  (flushed, sweating,
                   ready)
          Talk to me about costs, here.

                         LENNY
          Listen, before we get into numbers,
          I want you to try a taste.  I got a
          deck with me.

                         KEITH
          What?  Right Here?

                         LENNY
                  (grinning)
          Step into my office.

                                            CUT TO:

INT.  CORAL LOUNGE/MEN'S ROOM

Close on Keith's face, as he sits on the sink counter
reacting to a Squid tape.  He jerks... his mouth drops
open... he gasps.  His hands start to move over his body,
feeling it wonderingly.  He gasps again, tilts his head
down, moans... and Lenny hits Pause on the Playback.
Keith opens his eyes to a grinning Lenny.

                         LENNY
          You were just an eighteen year old
          girl taking a shower.  Are you
          beginning to see the possibilities
          here?

                                            CUT TO:

EXT.  PARKING LOT/CORAL LOUNGE

A figure moves stealthily from the shadows and approached
Lenny's car: Iris, hair dyed black now, wearing jeans and
a coat but still showing scars from last night's pursuit.
She tries the door of the car: locked.  She looks toward
the Coral Lounge, debates whether to go look for Lenny.
Better not.

She takes a Squid tape from her pocket, and scribbles a
note on the label: "HELP ME.  IRIS." She drops the tape
through a 2-inch gap in Lenny's sun roof... and it bounces
off the seat, onto the floor.

She looks through the windshield, totally distraught,
trying to see where the tape landed... and sees the
reflection of cop cruiser lights coming down the street.
She crouches next to the BMW, trying to blot herself out.
And when the cruiser passes, she slumps to the ground,
crying, afraid to move.

                                            CUT TO:

INT.  CORAL LOUNGE

A man in his late 30s: longish hair, no shave since the
weekend, army jacket bulking over a massive frame.  A
daunting figure as he approaches the bartender.

                         MAN (MAX)
          Where is he?

Bobby, the bartender, cocks his eye toward the restrooms.

                                            CUT TO:

INT.  CORRIDOR/CORAL LOUNGE

Lenny unlocks the men's room door and walks down the dingy
corridor with her new customer, Keith.

                         KEITH
          Yeah, I'm interested, but can we get
          someplace a little less public?

                         LENNY
                  (grinning)
          You nervous?  Forget it.  The cops
          have more to worry about in this
          city than the squid-trade, believe
          me--

Behind them, the door of the women's bathroom whips open
and the guy in the army jacket grabs Lenny from behind and
SLAMS him face-first into the wall, jamming a .45 against
his skull.

                         MAN (MAX)
          Don't move!  That's it, assume the
          position you miserable techno-perv
          puke.

Cop style, the man in the army jacket kicks Lenny's feet
apart.  Starts to cuff him.

                         MAN
                  (to Keith)
          Beat it fuckwad.

Ash-white, Keith lays a smoke trail down the hall.  On the
main floor of the club, Fabrizio sees him splitting and
hurries after him.

Back in the corridor, Lenny spins around and shoves his
attacker against the opposite wall.  The guy offers no
resistance.  In fact, he's too weak from laughing.

                         MAN (MAX)
          Gotcha.

                         LENNY
          Damnit, Max, I was with a client!
          You think that's funny?  To mess
          with a man's livelihood?  It's not
          funny!

                         MAX
          You see the look on that preppy
          puke's face?  Fuckin' pissed in his
          Topsiders.

                         LENNY
                  (laughing a little)
          Okay.  It was funny.  But it cost me
          money.

                         MAX
          Come on, amigo, the world's full of
          marks.  And nobody knows how to work
          'em like you do, pal.  You could
          sell a goddamn rat's asshole for a
          wedding ring!  Let me buy you a
          drink.

                         LENNY
          Least you can do.

Max Peltier, which he mispronounces "Pelcher", slings his
arm fraternally over Lenny's shoulder.  They cross to the
bar.  Max roars greetings to several regulars, pushing
between strangers like an out of control tractor.

                         REGULAR
          Yo, Pelcher!  Mad Max!

                         MAX
          Fuckin' A right I'm mad!  I might
          kill every man in here.  But first
          I'm buyin' my buddy here a drink.
                  (seeing another
                   regular)
          Hey O'Neal!  You were right, your
          wife does give good head.

Max lurches onto a barstool and hunches there like a
misanthropic bear, pounding the bartop.

                         MAX
          Bobbyyyy!  Tequila por favor!
          Double shots.  Make it Tres
          Generaciones, huh.  Nothin' but the
          best for my good friend Lenny, the
          finest cop that ever got thrown off
          the vice squad.  Hey, nice tie.

                         LENNY
          Thanks, Max.

                         MAX
          D'you always have to dress like a
          fuckin' pimp?

                         LENNY
          This tie cost more than your entire
          wardrobe.

                         MAX
          That's not sayin' much.

                         LENNY
          It's the one thing that stands
          between me and the jungle.

Max raises his double shooter.

                         MAX
          To the jungle!  Where outa the blue
          some shitbird can cap you in the
          back of the head and ruin your whole
          day.

He downs it in two fierce gulps.

                         LENNY
          You were lucky, Max.

                         MAX
          Yup.  So darn lucky.  I wake up with
          a .22-short floating in my brainpan,
          and a cop pension I can't live off
          of.  Good thing I wasn't any
          luckier.  Bobby!  Another shooter
          right here!

Bobby pours for Max.

                         MAX
          You seen Faith lately?

Lenny reacts visibly to the name, his whole demeanor
sagging.

                         LENNY
          Naw.  She won't call me.

                         MAX
          Just as well, Lenny.  You gotta get
          past it.  I mean sure, Faith was by
          far the most outstanding woman a guy
          like you could ever hope to get, I
          mean it's completely and deeply
          humiliating that she's gone, but
          it's over, campadre.

                         LENNY
          Thanks, Max.  I'm touched by your
          concern.

CUT TO: Iris, working her way from the front door, staying
on the fringe of the crowd, wary, moving toward Max and
Lenny at the bar.

                         MAX
          I just hate to see you pining away.
          It makes me want to vomit, frankly.
                  (philosophically)
          Broken hearts are for assholes.

                         LENNY
                  (seeing Iris)
          Hey, Iris, you okay?

                         IRIS
          Lenny, I got to talk to you, it's
          serious...

                         MAX
                  (looking at her face)
          What happened, honey, some john get
          rough on you?

                         IRIS
                  (to Lenny)
          I mean talk private.  Please, I'm in
          trouble, and so is Faith.

                         MAX
                  (as Lenny reacts to
                   the name)
          There it is, the magic fuckin' word.

Lenny takes Iris by the arm and pulls her away from the
bar.

                         IRIS
          Can we go to your car?  There's
          something you have to see right
          away.

He nods and steers her toward the front door of the Coral
Lounge.

                         LENNY
          What's going on?

                                            CUT TO:

EXT.  CORAL LOUNGE/PARKING LOT - NIGHT

Lenny and Iris come out the front door.

                         IRIS
          It's a bad situation... if they get
          me I know they're going to -- OH
          SHIT!

She bridles like a startled horse.  Lenny looks at what
she sees: a red beam, sweeping the parking lot.  Must be
the cops.  He turns back...

She's gone.  What the hell?

He looks back at the red light... and edges around the
corner to see what the cops are up to...

It's not a cop car.  It's a tow-truck, with Lenny's BMW on
the hook.  Lenny runs to the TOW DRIVER, who looks like a
biker only meaner.

                         LENNY
          Hang on, that's my car--

                         TOW DRIVER
          Not anymore.  Belongs to the bank.

                         LENNY
          Hey wait a second...

Ignoring him, the driver has started the hydraulic lift,
and Lenny makes the mistake of grabbing his beefy arm.
The guy whips around, putting the muzzle of a .38 in
Lenny's face.

                         LENNY
          Oh, yeah, that's the answer!  Two
          million years of human evolution and
          that's the best idea you can come up
          with?
                  (driver continues
                   with the hoist)
          Okay.  Look, whattya get to repo a
          car?  Two hundred?  Two fifty?  I'll
          pay you three fifty, right now.  All
          you gotta do is drop it off the hook
          and say you came by, your mark
          wasn't here.  Simple.  Make a few
          bucks.  Do a good deed.  Huh?

                         DRIVER
          You got the cash on you?

                         LENNY
          I was going to write you a check, if
          that's--

The guy is getting into his truck.

                         LENNY
          Okay, okay, I totally respect that
          call.  I would want cash.  They'll
          take my check inside... I can see
          you're pressed for time, just give
          me two minutes... here keep my watch
          for collateral.

He hands the guy his watch.

                         LENNY
          It's a Rolex.  Be right back.  Two
          minutes.

Lenny gets to the front door of the Coral Lounge, turns
just in time to see the tow-truck pulling out.  Lenny runs
after his car, yelling, watching it recede.

                         LENNY
          Son of a bitch!

Lenny walks back to the bar.  He sets his Haliburton up on
the truck of a car and pops it open.  He takes out a tiny
digital cellular phone and dials a number.  While it's
ringing he takes another, identical Rolex knock-off out of
the briefcase and slips it on.

                                            CUT TO:

INT.  CAR - NIGHT

A hand pulls a ringing cellular out of a black jacket.
Follow the hand and phone to the face of a black woman.
LORNETTE "MACE" MASON.  Late twenties.  Striking features.
Hair pulled back tight to her skull.  She is driving, but
we don't see the car, or anything but her face.

                         MACE
          Hello?  Hey Lenny, whatup?
                  (listens a beat;
                   then)
          Uh huh.  Uh huh.  Sure.  So what
          happened to your car this time?

                                            CUT TO:

EXT.  CORAL LOUNGE - NIGHT

A black limo pulls into the lot.  It is a Continental
armored stretch, downsized from today's standards.  The
door opens and Mace gets out.  She is compactly built,
dressed in black slacks, a conservative black jacket,
heavy rubber-soled shoes.  She glances around as she heads
for the Coral Lounge entrance, the unconscious sweeping
gaze of a security professional.

                                            CUT TO:

INT.  CORAL LOUNGE

Mace scopes the room quickly, professionally, then heads
for the bar.

ON Max and Lenny at the bar.

                         MAX
          See, if you packed your piece you
          could've made the guy see sense.

                         LENNY
          Uh unh, carrying a gun wrecks the
          line of a fine jacket.

                         MAX
          An ex-cop that doesn't carry.  It's
          embarrassing.  I oughta not be seen
          with you.
                  (as she slips up
                   behind them)
          Hey, Mace.  What's goin' on?

She plants herself between Max and Lenny and takes a
generous handful of their nachos.

                         MACE
          Greetings, gents.
                  (to Lenny)
          So let's hear this week's sad story.

                         LENNY
          They jerked my wheels, d'you believe
          it?  I mean it's outrageous, the
          computer errors the banks are making
          lately.  Have you noticed?

Mace and Max exchange a weary look.

                         MACE
          No.  I haven't noticed because I
          make my payments.  So, Max Pelcher,
          how's the P.I. business?

                         MAX
          Sucks.
                  (attention caught by
                   TV)
          Hey, Bobby, turn that up.

The Bartender obeys: it's more news about the Jeriko One
killing.  There's file footage of Jeriko and his band, the
Prophets of Rage; interview with a lot of furious fans,
mostly black inner city kids; and a news clip of Jeriko at
an outdoor rally, exhorting the crowd with near religious
fervor:

                         JERIKO ONE (ON T.V.)
          The LAPD is a military force turned
          against its own people.  We live in
          a police state!  The mayor and the
          city council sit up in their offices
          with their social programs that
          don't work... they're rearranging
          deck chairs on the Titanic.  But the
          new day is coming!  Two-K is coming!
          The day of reckoning is upon us.
          History ends and begins again right
          here!  Right now!

Max raises a glass in salute to the TV screen.

                         MAX
          To the end of all things!
                  (slugs down the shot)
          You know how I know it's the end of
          the world?  Because everything's
          been done, every kind of music's
          been tried, every government's been
          tried, every fuckin' hairstyle.
          How you gonna make it another
          thousand years, for Chrissake?

On the TV, clip of Jeriko's speech has been replaced by an
interview with Jeriko One's manager.  TRAN VO.  Tran is
Vietnamese, and around Lenny's age.  He's angular, suave,
cool as an early frost.  Dialed in.  Lenny sees his face
on the screen like a personal nightmare.

                         MAX
          I'm telling ya, it's over.  We used
          it all up--

                         LENNY
                  (riveted to the TV)
          Shutup a second!

                         MACE
          Hey, isn't that Tran Vo?

                         MAX
          Yup.  He was Jeriko's manager.
                  (to screen)
          Bummer, Tran!  Lost your golden
          goose.  Couldn't happen to a nicer
          guy.

                         MACE
          But I mean isn't he Faith's new--
                  (she mouths the word
                   "boyfriend")

                         MAX
          Sssssh!  Not in front of Lenny.  You
          may trigger a maudlin display which
          will force us to tranquilize him.

ON THE SCREEN, Tran is being jostled as he walks,
answering the reporters questions in a glare of minicam
lights.

                         REPORTER
          The LAPD have said they believe
          this is a gang-related incident.
          Can you comment on that, Mr. Vo?

                         TRAN
          We have no facts yet.  All we know
          for sure is that we have lost a
          great artist, that a great voice for
          change is now silent...

Lenny, scowling, pushes away from the bar.  Mace goes with
him.

                         LENNY
          Thanks for giving me a ride.  I just
          have a few stops, mostly on the west
          side--

                         MACE
          Whoa, whoa, whoa.  I said I'd
          drop you home, but I'm not taking
          you on your sleazoid rounds.  I've
          already pulled twelve hours today.

                         LENNY
                  (upbeat again)
          Come on, Mace.  This is gonna be a
          big night.  Can't you feel it?  The
          energy in the air?  There's money to
          be made, dreams to sell.

                         MACE
          Sleaze to peddle.

                         LENNY
          Just a couple of hours.  It'll be
          fun--

                         MACE
          Excuse me.  What part of NO don't
          you understand?

                         LENNY
          Mace, you're my friend.  I need you.
          Plus I'll give you 25% of what I
          make tonight.

                         MACE
          Lenny, this may be a hard concept
          for you, but friends don't have to
          pay their friends.

Lenny starts to whine like a puppy.  Mace gives up.

                         MACE
          Jeez, you're pathetic.  Okay, I got
          a pickup at the St. James.  I'll
          take you there, you can get a cab.

                         LENNY
                  (an arm around her
                   like a buddy)
          Mace!  You're a life-saver.

                         MACE
                  (resigned)
          Driving Mr. Lenny.

                                            CUT TO:

INT.  LIMO - NIGHT

As Lenny and Mace cruise the night streets, passing the
ongoing pageant of cops and decay.  Mace glances at Lenny,
sitting next to her in front, and at his omnipresent
Haliburton.

                         MACE
          So, what's up with you?  Another
          busy night selling porno to
          wireheads?

                         LENNY
          No, wrong... I sell experiences.
          Sex is only part of it.

                         MACE
          Buncha techno-perv jerkoffs.

                         LENNY
          Way I look at it, I actually perform
          a humanitarian service.  I save
          lives.

                         MACE
          Uh huh, I wanna hear this part.

                         LENNY
          Okay, take some executive... bored
          with his life, bored with his
          wife... he picks up a hooker or some
          girl at a bar.  Then he goes around
          for months, torn up worrying that
          he's got AIDS, that he'll infect his
          wife.  And maybe he really does
          catch something--

                         MACE
          Price he pays for being a
          scumsucking pig.

                         LENNY
          Everybody needs to take a walk to
          the dark end of the street sometime,
          it's what we are.  But now the risks
          are outa line.  The streets are a
          war zone.  And sex can kill you.  So
          you slip on the trodes, you get what
          you need and it keeps you from
          jumping your tracks.

                         MACE
          Lenny, this shit's illegal.

                         LENNY
          Define illegal.

                         MACE
          Me bailing your sorry pale ass out
          of jail twice in the last six
          months.

                         LENNY
                  (kidding)
          Yeah, but that was for love.

                         MACE
          Define love.

                                            CUT TO:

EXT.  ST. JAMES CLUB - NIGHT

Mace's limo wheels up to the hotel on the strip.

A soberly-dressed Japanese executive is waiting next to
the doorman.

INSIDE the car, Mace spots him and scowls.

                         MACE
          Dammit, Lenny, you made me late.

Lenny opening the door before the car stops.

                         LENNY
          What's his name?

                         MACE
          Fumitsu.

                         LENNY
          Mr. Fumitsu, good evening sir,
          Leonard Nero, Security Express.
          Lornette Mason here is just
          completing our routine driver
          evaluation.  We do it to make sure
          that out VIP clients, such as
          yourself, are always treated as
          honored guests.  I just need to ride
          up front and take some notes, if you
          don't mind.

Fumitsu nods politely and Lenny opens the car door for
him.  Lenny jogs around behind the car to the front
passenger door.

                         MACE
          Um, excuse me.
                  (can't stand to say
                   it)
          Sir.  Excuse me.  Mr. Nero.

She walks calmly to him.

                         MACE
                  (hissing through her
                   teeth)
          What the fuck are you doing?

                         LENNY
                  (winning smile,
                   innocent)
          Coming with you.

                         MACE
          You will not live to see the
          morning.

                                            CUT TO:

EXT.  HANCOCK PARK HOUSE - NIGHT

As the limo stops at an elegant home in this top-bucks,
old-line residential area.  There is a loud party in
progress, with a couple of hundred guests spread through
the house and backyard.  Mace scowls deeply as Lenny gets
out of the car and starts into the party with Mr. Fumitsu.
They are laughing uproariously and getting along like old
friends.

                                            CUT TO:

EXT.  HANCOCK PARK HOUSE - NIGHT

Mace, having a cigarette with other security drivers,
watches Lenny through the tall windows of the old Spanish
house.  She sees him working the room, rubbing up against
the money, networking.  No dialogue.  A pantomime of Lenny
working his prime turf.  She stares at him for a while,
then looks at her watch.  Sighs.

                                            CUT TO:

EXT./ INT.  HANCOCK PARK HOUSE/GARDEN - NIGHT

... as a tall, stern figure suddenly slides into Lenny's
path, a top cop named PALMER STRICKLAND.

                         STRICKLAND
          Nero.

                         LENNY
                  (uh-oh)
          Strickland.

                         STRICKLAND
          Commissioner Strickland.

                         LENNY
          Sure.  Whatever.  See, since you
          shitcanned my career, I don't even
          have to call you sir.  One of life's
          small pleasures.

                         STRICKLAND
          Aren't you peddling your wares a
          little far from your usual gutter?

                         LENNY
          I was invited here by a close
          friend, Mr. Fumitsu, see he's right
          over there.

Lenny waves.  Fumitsu waves back from across the room.

                         STRICKLAND
          I don't like disappointments, Nero.
          And do you know what disappoints me
          very much?

                         LENNY
          Your sex life?

                         STRICKLAND
          Your existence.

                                            CUT TO:

EXT.  HANCOCK PARK HOUSE - NIGHT

Mace sits in her limo, talking on the cellular.

                         MACE
          Now listen to me... you have to get
          to bed young man.  I mean it.  No
          watching "Tales from the Crypt".  I
          don't care what Cecile says.  I'll
          see you in the morning, baby.
          Night, night.

As she hangs up, she glances out the window in time to
see...

Lenny flying over a hedge.  He lands on the sidewalk, then
scrambles up and brushes himself off as TWO SECURITY TYPES
loom toward him.  He adjusts his wardrobe and walks with
dignity (but quickly) toward the car.

                         MACE
          Are we having a bad night?

                         LENNY
                  (glancing back)
          Let's talk in the car.

                                            CUT TO:

INT./ EXT.  MACE'S LIMO - NIGHT

As Mace pulls out, Lenny starts fitting a pair of playback
trodes to his head.  Mace glances at him in disgust.  He
hits his playback button.

Lenny's POV as he talks to Faith.  Back when things were
good.  He's wiring her.  They are playful, like a couple
of kids.

                         FAITH
          I feel like you're turning me into a
          VCR.

                         LENNY
          I just want to see what we're like
          together through your eyes.

He turns OFF the record button.  STATIC.  Then TAPE
RESTARTS.  We see the two of them standing together,
reflected in a mirror.

We are Faith now.

                         FAITH
          I don't feel anything.  Is it on?

                         LENNY
          Forget it's there.

                         FAITH
          Make me forget it, baby.

He turns her to him.  They begin to make love.  Faith's
face fills our field of view, eyes closed in dreamy
passion.

A sudden FLASH OF LIGHT.  Lenny opens his eyes to see...
Mace's glowing countenance.

She has stopped the car, torn the trodes from Lenny's head
and tossed them out the window.  Now she's yanking him out
of the car by his lapels.

                         LENNY
          Hey, careful on the jacket.  This is
          Armani.
                  (he looks at her)
          You angry?

                         MACE
          I've had enough of this shit.
                  (getting back into
                   the car)
          You're on foot, Lenny.

                         LENNY
          In LA?  Are you crazy?

Mace starts to peel out, but Lenny leaps and plasters
himself on the hood.  Mace pretends she doesn't see him.

                         LENNY
                  (as they drive along)
          Can I come in please?  I'm having a
          hard time hearing the stereo.

Mace jams on the brakes and Lenny slides off in front of
the car.  Now she starts to move forward...

                         LENNY
          I need my case.  It's still in the
          back.

                         MACE
          Get it.

He quickly moves around the car and climbs in the back
door.  Lenny grabs his Haliburton but instead of getting
out, he leans through the divider window, next to Mace.

                         LENNY
          Listen, can we talk a little bit
          here, like two rational adults?

Mace hits a button on the dash.  The privacy divider rises
suddenly, pinning Lenny to the ceiling.

                         LENNY
          That would be no.

                         MACE
          I've had it.  No more wirehead shit
          in my car.  You understand?  You
          want to poach your lobes, do it
          somewhere else.

                         LENNY
          Okay, you got my attention, but this
          is cutting off the circulation to my
          head, here.  D'you mind?

She lowers the divider, releasing him.  Lenny straightens
his jacket and tie.  Runs a hand through his greasy hair.

                         LENNY
          I thought we were friends.

                         MACE
          No, see a friend is more than one
          person constantly doing favors for
          another.  You just suck people along
          with your schemes and your scams and
          your slick act.  Well I'm out.  I
          got a kid, I got rent, I got an ex-
          husband someplace who doesn't send
          me a dime of support... I'm just
          trying to hold on here.

                         LENNY
          So am I.  Just trying to get by.

                         MACE
          No, you're just trying to get off.

                         LENNY
          Macey... I've never seen you like
          this.

                         MACE
          Lenny, you're turning into some
          kinda squid-head low-life.  You're
          always broke, you just go from one
          score to the next.  And you're
          getting strung out... you don't even
          see it.  Getting high on your own
          supply like some crack dealer.

                         LENNY
          I know you wouldn't be saying all
          this if you didn't care about me.
          Thanks, Mace.  Really.

                         MACE
          Look, I gotta get some sleep.

                         LENNY
          You still like me, don't you?  We're
          still buddies?

She hates it that she can't resist his pathetic charm.

                         MACE
                  (a tiny smile)
          Yeah.  I don't see a way out of it.

                         LENNY
          Macey, I know you're tired, but can
          you drop me at the Retinal Fetish?
          It's on your way.

                         MACE
          Jesus, Lenny.

                         LENNY
          Begging?  Groveling?  Any pathetic
          behavior at all?  Will that help?
          Faith's there tonight, and I've got
          to talk to her.

                         MACE
          Sure, Lenny.
                  (she puts the car in
                   gear)
          The only thing worse than a junkie
          is someone in love.

                                            CUT TO:

EXT.  RETINAL FETISH - NIGHT

As Mace pulls to a stop in the parking lot and Lenny opens
the door.

                         LENNY
          Come on, let me buy you a drink.
          Let's drink and make up.
                  (Mace shakes her
                   head)
          Alright, I'm going to see Faith.
          That means you can watch me suffer.
          I'll be in agony, you'll feel so
          much better.  Total and thorough
          payback, whatdya say?

Mace smiles, shaking her head in wonder at this madman.

                                            CUT TO:

INT.  RETINAL FETISH

Mace accompanies Lenny into the pounding din of the
Retinal Fetish.  The place is a fringe hangout, a
converted schmata factory transformed into a warren of
dark rooms and corridors off the main dance floor.  A
thundering labyrinth.  Steel cage-like partitions of
chain-link give the place a harsh, concentration-camp
atmosphere.  The music is a bass tech-thump, and the
clientele are young and on the rough side.  Cybergrunge.

There are many large video screens running a continuous
montage of wild graphics and images... a flurry of
disturbing videos: MTV baptized by William Burroughs.

The Fetish is a street-tech hangout, a meeting place for a
lot of digital-underground types that Lenny knows.  You
can buy and sell what you want here: illicit hardware and
software, as well as chemicals for the wetware (brain).

Lenny and Mace are greeted inside by two suited guys with
metal detectors.  They barely notice as they are scanned:
it's routine there days.  Mace shows her gun, a Sig Saur
9mm, and her state carry-permit.  The security guys check
her pistol like a coat, giving her a claim check.

Through the crowd in the lounge Lenny's eyes go
immediately to one table.  It seems to be in a pool of
light all it's own; or maybe this is just in Lenny's mind.
SLOW MOTION: Lenny watches a man at the table holding
court, with a beautiful young woman sitting next to him.

It is TRAN VO.  He's a mover and shaker in the record
business: he produces, he manages, he tries to keep
everyone in his orbit.

The woman is FAITH JUSTIN.  We recognize her from playback
as Lenny's ex-girlfriend.  But now her hair has been dyed
jet black and frames her face in a wild tangle.  She is
wearing as expensive custom leather jacket over a sheer
silk top.  She has on too much make-up, which gives her
features a feral-doll quality.  Faith looks like what she
is, a rock star wannabe.  But the look is red-hot.

Tran looks around the room.  His eyes miss nothing.  And
show nothing.  His hand -- unhurried, graceful, remarkable
-- brushes past Faith's cheek, barely touching her.  His
fingers pick up a strand of hair, tuck it like a treasure
behind her ear... fingers touching her head now... a
moment of suspended time.

... and she trembles.  Just a little.  For a second.

Tran and Faith are flanked on either side by an entourage
consisting of music types, various hangers on, and Tran's
personal security force of four: JOEY CORTO, a whippet-
thin skinhead; DUNCAN, a none-too-bright armbreaker in the
classic mold; a massively built ex-jock type called WADE
BEEMER; and a sixteen year old Asian stone fox, CINDY
MINH, aka 'VITA', possibly the most lethal of the four.

                         LENNY
          Who's the new side of beef in Tran's
          posse?

                         MACE
          Guy named Wade Beemer.  Used to be a
          running back for the Rams in '96 and
          '97.

                         LENNY
          Rams... that's football, right?

He can't take his eyes off Faith.  Mace scowls at the
tableau and pulls Lenny toward the bar.

                         MACE
          Forget her.

                         LENNY
          She still loves me.

                         MACE
          She thinks you're a bucket of dog
          vomit.  Trust me on this.

                         LENNY
          She's my destiny.

                         MACE
          Destiny?  You living in a perfume
          commercial?  She's a hard-climber
          that dropped you like a used tampon
          when she got a better ride.

                         LENNY
          You'll see.

Mace gives up, shakes her head and Lenny plunges into the
crowd... toward Faith.  Several patrons greet him, just as
in the Coral Lounge, but uncharacteristically, Lenny
virtually ignores them.

Approaching the main table now.  Ringside.  Tran sees him;
no reaction.  Now Faith sees him: her reaction's a little
tougher to read.  Pissed off, maybe, or just tense.

Tran's security force has seen Lenny coming.  But they
stay casual.

Lenny doesn't break stride.  It's like a game of chicken
without cars.  Beemer stands, covering Lenny with his
shadow.  Vita looks up at Lenny with cobra eyes.  Tran
gives him a glance; royalty amused by Lenny's presumption.

                         TRAN
          You come to peddle me some tapes,
          Lenny?  For old time's sake?  Make a
          couple bucks for the holidays?

                         LENNY
          You're not a client anymore, Tran.
          I wouldn't sell you the sweat off a
          dead dog's balls.

                         TRAN
                  (glancing at Faith,
                   back at Lenny)
          I already got everything I need from
          you.

                         FAITH
          Cut it out, Tran.

                         LENNY
          Too bad about your guy Jeriko.
          Tough break.

                         TRAN
          Show a little respect, Nero.  The
          man was an important artist.

                         LENNY
          Yeah, important for your label.
          Which no doubt is why you're in
          mourning.  Don't worry, his
          records'll sell out now he's dead.
          You'll make out.

                         TRAN
          I always do.

                         LENNY
          Faith, can I talk to you a second?

                         FAITH
          I don't think that's a good idea,
          Lenny.

                         LENNY
          I just got to talk to you for one
          second.

                         TRAN
          About what?

                         LENNY
          That would be between me and Faith,
          wouldn't it?

Tran takes one of his beautiful hands and passes it slowly
in the general area between his table and Lenny.

                         TRAN
          I don't feel anything between you.
          See, your trouble is you assume too
          much, Lenny.  You assume there's
          something where there's nothing.
          You assume you have a life.  But
          you're only hustling pieces of other
          lives on tape, and broken parts of
          your own.

Faith glances at Tran, then cuts her eyes to Lenny.

                         FAITH
                  (icy)
          We have nothing to talk about,
          Lenny.

                         TRAN
          Joey, make sure Mr. Nero gets safely
          to his car.

Joey smirks, glances at Beemer who rises like a wall.

                         LENNY
          Faith, call me, okay?

                         FAITH
          No, Lenny.

Wade gets Lenny in a wrist-grip come along hold and starts
him moving.  She looks at him -- slowly, gaze unwavering.
As Beemer ushers Lenny through the crowd, Tick greets him
coming the other way.

                         LENNY
          Tick, listen, I can't stop right
          now.  but I'll call you tomorrow
          about that thing we were talking
          about.

He's working the room even as he's getting dragged
outside.

                         TRAN
          Lenny the loser.  Panhandler of
          stolen dreams.

                         FAITH
          Leave him alone, Tran.

                         TRAN
          He's no concern of mine, as long as
          you don't talk to him.  Don't talk
          to anybody.  You understand?  Not
          with everything that's going on
          right now.

                         FAITH
          You're too goddamned paranoid.

                         TRAN
          Paranoia's only reality on a finer
          scale.

                                            CUT TO:

EXT.  RETINAL FETISH

Beemer deposits Lenny on the curb and goes back inside.

A SMALL CROWD of people enters the club.  Lenny brushes
off his jacket, falls into step at the rear of the
entering crowd.

                                            CUT TO:

INT.  RETINAL FETISH

Lenny climbs to a landing overlooking the dance floor.
Through chain link he sees a swirl of activity below.  And
one face, looking up at him.  Kind of casual.  Lenny
clocks the guy: cop instincts coming out.  Decides he
doesn't know him.  But we do.  It's Spreg.  Lenny walks
on, crosses to a door, and enters...

                                            CUT TO:

INT.  VJ BOOTH/RETINAL FETISH

A tiny room overlooking the dance floor.  Crammed with
electronic gear, at the center of which is Tex Arcana,
whipping from one deck to another, hands flying.  He's in
a wheelchair, which pivots nimbly, managing to high-five
Lenny as he walks in.

                         LENNY
          So, those rascals still haven't
          grown back yet, huh?

                         TEX
                  (peering under the
                   blanket on his lap)
          Nope.  Guess not.  Any day now,
          though.

                         LENNY
                  (handing Tex a Squid)
          Present.  Something I had made.  Let
          me know what you think.

                         TEX
          Hey, alright.  Got something here
          for you, too.
                  (passes him an
                   envelope)
          It just showed up tonight, don't
          know who left it.

                         LENNY
          Fan mail from some flounder?

Lenny looks at the envelope, which has "Nero" hand-printed
in block letters.  Tex takes a pull from a flask as he
takes a squid-deck out of a drawer and sticks the tape in.
He puts on the headset and pushes PLAY.

IN POV we are on a beach.  Early morning.  We are running
flat out, with the wind.  Looking down... we are barefoot
on the wet sand.  Foaming water races up the sand and
breaks around our strong male legs.  Looking up again, to
see our running companion... a beautiful lithe woman in
shorts and T-shirt.  She laughs and we speed up.  An
exquisite moment of pure life force.

TIGHT ON TEX'S FACE... as a tear leaks from the corner of
his eye.  He is smiling like he is listening to beautiful
music.  We see the quiet magnificence of Lenny's gift.

Tex opens his eyes.  Looks for Lenny to say thanks: but
Lenny's gone.  Not a guy to hang around for thanks-yous.

                                            CUT TO:

INT.  RETINAL FETISH

As Lenny comes down the stairs from the VJ booth, tearing
open the envelope.  An unmarked Squid tape falls into his
hand.

The HOUSE LIGHTS dim and the STAGE LIGHTS come up.  And
Faith is standing there.  Like she beamed in.  She is
wearing a revealing leather outfit, showing a lot of her
milk-white skin.  Her black hair frames her eyes, giving
her an intense feral look.  Faith starts to sing.
Beautiful, unearthly, clear notes.

SUDDENLY the band kicks down with a wall of thundering
sound.  Faith explodes into motion.  Her body convulses
like a 440 volt mainline is hooked up to her.  Her voice
becomes a scream, an inchoate wail, a police siren.  The
pain and rage of an entire, hell-bent tormented planet on
its eve of judgment.

Lost in the song, Faith has found herself.  She wheels
across the stage, slashing her head up and down so that
her hair bursts in the strobe-flashes like flak.

A techno-erotic pagan.  A force of nature.

Lenny is mesmerized.  He has seen this before, many times.
But it always has the same effect on him.  He is
transported into another world by her, a world in which
there is only the two of them.

TIGHT ON MACE, eyes on the stage... a big piece of the
puzzle suddenly fits.  She's never seen Faith perform
before.  Holy shit.

Faith doesn't play to the audience, or engage them in any
way.  She is merely taking what's in her head and letting
it out.  She doesn't care if they are there or not.  Now
shrieking into the silence after a climatic downbeat, and
holding the note... holding it longer than you believe she
possibly could.  Then nothing.

When it is over she just drops the microphone and walk
away.  Fuck you.

                                            CUT TO:

INT.  RETINAL FETISH/BACKSTAGE & DRESSING ROOM

At BACKSTAGE, Lenny wends his way through the warren of
corridors... past dim rooms full of wire junkies and
playback freaks, all trapped into Squid nirvana: post-
modern opium dens.  Sinister and scary.  He glimpses
Faith, going into her dressing room.  He hurries...

... but she doesn't even look around when his reflection
appears in the cracked mirror above the crummy vanity
table.  She is drenched with sweat.  Spent.  Chugging a
beer.  This is the first time they have been alone
together in real-time for months.  Pain and the memory of
joy.

                         LENNY
          Hi, baby.  I've missed you.

                         FAITH
          I know.  Lenny, if Tran finds you
          talking to me he'll hurt you.

                         LENNY
          I'm already hurting.

She doesn't turn.  Just watches him in the mirror.  Most
of the scene plays this way.  It is a cold parody of their
love-making playbacks.

                         FAITH
          You have to go.  I mean it.

                         LENNY
          Yeah, OK, whatever you say.  Just
          answer one question.  Is anything
          wrong?  Iris said you might be in
          trouble.

                         FAITH
                  (startled, turning
                   to him)
          You talked to Iris?  When?

                         LENNY
          Tonight.

                         FAITH
          Well I haven't seen her in months.
          Who knows what's going on in her
          head.  You're really running out of
          excuses to come around, aren't you?

                         LENNY
          I know you Faith.  You're afraid of
          something.  What's going on?

                         FAITH
          Let it alone, Lenny.  It'll take
          care of itself.

                         LENNY
          It's Tran, isn't it?  This guy is
          poison, Faith.  Listen to me.  He's
          got you walled in on all sides.  And
          he uses the wire too much, he gets
          off on tape, not on you.

                         FAITH
          That's a good one, coming from you.

                         LENNY
          Why don't you just split?  You don't
          love him, anybody can see that.  And
          to him you're just some kinda
          possession, like a Ferrari,
          something to show the other guys.

                         FAITH
          He has his uses too.

                         LENNY
          What?  He gonna record you on his
          label?

                         FAITH
          Maybe.

                         LENNY
          Come on, Faith!  He's just toying
          with you.  And when he gets bored,
          you'll be yesterday's papers.

Lenny is right behind her now.  He puts his hands on her
shoulders, tenderly.

                         LENNY
          Look, baby, I've watched you create
          yourself out of nothing.  You're
          like a goddamn cruise missile,
          targeted on making it.  And you
          will.

                         FAITH
          Damn right.

                         LENNY
          It's you up on that stage, not him.
          You don't need him.

She shrugs away from his touch.  Cold again.

                         FAITH
          You have to get out of here.  If
          Tran catches you he'll... he's
          acting crazy.  He's doing way too
          much playback and he's getting
          completely paranoid.  He's such a
          control freak, he's even paying Max
          to follow me around.

                         LENNY
          Max Pelcher?  You're kidding?

                         FAITH
          Yeah, for about a month now.  Lenny,
          just stay away from Tran, okay?  And
          stay away from me.  Stop trying to
          rescue me.  Those days are over.
          I'm a big girl now.  Stop trying to
          save me, okay, because I don't need
          saving... Just... give up on me.

                         LENNY
          Can't do it.

                         FAITH
          You know one of the ways movies
          still have Squid beat?  Because they
          always say "The End." You always
          know when it's over.  It's over!
          Now please leave.  I have to go on
          again in a couple of minutes.

She looks at him and, after a moment, he nods and leaves.
As the door closes behind him, Faith tosses her towel on
the table.  She looks frightened and alone.

                         FAITH
          Hell.

                                            CUT TO:

INT.  RETINAL FETISH/CORRIDOR AND MAIN FLOOR

Turning a corner from the dressing room into the CORRIDOR,
Lenny runs into Max.

                         LENNY
          Shoulda told me about your new gig,
          buddy.

                         MAX
          I was gonna tell ya.  Hey, it's just
          a job.  I feel like shit about it.

                         LENNY
          You should feel like shit.

                         MAX
          I figured, what the hell, I could
          take the prick's money and make sure
          Faith was OK at the same time.  Do
          us both good.  Right?

                         LENNY
          Fairly twisted logic, Max, even for
          you.
                  (already over it)
          Hey, at least you got a job!
                  (slaps him on the
                   back)
          Watch her for me.  Stay on her.

                         MAX
          I'm on her.

Lenny climbs the stairs to the MAIN FLOOR, pushing his way
through the crowd.

Vita, watching the backstage area leans over to Tran,
whispers in his ear.  Tran makes a sign to Beemer, and he
stands to go after Lenny.

Mace, at the bar, sees the Tran-Vita-Beemer action, looks
around for Lenny.  Can't find him.  But figures there's
got to be only one reason Beemer's on the prowl: he's
looking for Lenny.  She whips out her cellular.

CUT TO: Beemer, grabbing Lenny in a painful come-along
hold and hustling him toward the back of the club.

Lenny's cellular rings.

                         LENNY
          Can I get that?

He reaches for his cellular, connects with...

MACE, over by the bar.

                         MACE
          Hey Lenny, where the hell are you, I
          think Tran's got Beemer looking for
          you.

BACK TO: Lenny, as he's hustled out the rear door.

                         LENNY
          Thanks for the tip.

                                            CUT TO:

EXT.  ALLEY/RETINAL FETISH - NIGHT

Beemer shoves Lenny into the alley and shuts the door
behind him.

                         LENNY
          I recognize you.  You're Wade
          Beemer.  Running back for the Rams,
          am I right?

Beemer, who was about to go to work on Lenny, pauses.

                         BEEMER
          Yeah, that's right.

                         LENNY
          I saw you play, man.  You were good.
          Like a fucking freight train I
          remember saying.  So what happened,
          injuries or what?

                         BEEMER
          Bullshit politics.

                         LENNY
          It's always politics.  Like this
          thing we're in here, he's paying you
          to tune me up, right?  But I could
          pay you more not to.  See what I
          mean?  I could write you a check
          right now--

                         BEEMER
          Come on, let's go, I got to get
          back.

                         LENNY
                  (pulling money out
                   of his pocket)
          Okay cash!  Logical.  Here's
          everything I have on me, what do you
          say?  How about a Rolex?

                         BEEMER
                  (barely a glance at
                   it)
          I already got a real one.  Come on,
          it won't be too bad.  It's not
          personal.

                         LENNY
                  (taking off the
                   Armani carefully)
          Just not the eyes.

Beemer swings.

                                            CUT TO:

EXT.  PARKING LOT/RETINAL FETISH - NIGHT

As Lenny approaches the car, moving painfully, dabbing at
a bloody nose.  Mace looks at him pityingly.

                         LENNY
          They oughta get some lights back
          there.  A person could get killed
          slipping on those stairs.  Let's go.

CUT TO: an eerie NIGHT VISION SHOT of Mace and Lenny
getting into the limo.  Then we see: Spreg and Engelman,
the two street Hun cops.  Watching.

                                            CUT TO:

INT.  MACE'S LIMO

Lenny slumps in the back seat.

                         MACE
          You're some piece of work, you know
          that.  Just calmly backstroking
          around in the big toilet bowl, and
          somehow you never let it touch you.
          I mean, between Vice and this so-
          called occupation you're in now, you
          must've seen it all.

                         LENNY
          I have crawled through the gutter...
          through every wrinkle in the human
          brain.

                         MACE
          What I'm saying.  But you still come
          out this goofball romantic.

                         LENNY
          It is my sword and my shield, Macey.

Lenny finds the anonymous tape in his pocket.  He looks a
it, puzzled.

                         MACE
          What's that?  Present from Faith?

                         LENNY
          No idea.

He opens his briefcase, pops the tape into the deck, puts
the Squid rig on and closes his eyes.  Maybe he can forget
about Faith a minute.  He punches PLAY.

POV SEQUENCE: the first thing we notice is that the POV is
distorted visually.  The colors are de-saturated.  Almost
black and white.  Yet the detail is crisp and clear,
almost hyper-real.

WE ARE WALKING down a windowless hallway at a large hotel.
An apparently endless row of doors.  The Wearer's glance
goes to the numbers on the doors from time to time.

We come to a particular door.  There is a DO NOT DISTURB
sign on the door.  The Wearer moves to the room next door.
Looks both ways.  The corridor is empty.

                         LENNY
          It's a test pattern so far.

"Our" hands appear, quickly pulling on latex surgical
gloves.  They look like male hands.  The snapping of the
rubber is the only sound in the corridor.  The POV hunches
down to the lock and we see the hands go to work with
lock-picking tools.  Several seconds and the lock is very
professionally picked.

                         LENNY
          Alright, a little B&E action.

We enter the dark room, which is vacant.  The drapes are
open and we see city lights.  It is night.  One gloved
hand picks up the guest directory and looks at it in the
moonlight coming in the window: the SUNSET SHERATON.

The Wearer drops the directory and the hands reappear
holding... a black ski-mask.  He pulls it on, leaving the
subsequent POV seen through the eye-holes of the mask.

The Wearer now looks into a mirror on the dresser.  He has
avoided his reflection up until now.  We see a man,
dressed in a jogging suit and black fanny-pack, and of
course the ski-mask.  Totally anonymous.

                         LENNY
          Hey, getting good.  Solid suspense
          build.

The Wearer crosses to the balcony door.  Opens it quietly
and goes outside, moving to the wall dividing this room's
balcony from the one next door.

The Wearer climbs the railing and, six stories above the
pavement, slips around the wall, stepping down onto the
other balcony.  We hug the wall, looking furtively into
the room.  It is a suite.  In the living room we see a
woman making herself a drink at the mini-bar.  She
turns...

It is Iris.  She is wearing a T-shirt and panties.
Probably ready for bed.  She looks like she can't sleep.
Pours the Scotch shakily.

CUT TO LENNY, the streetlight washing across his face.  He
gets suddenly serious with a flash of premonitory dread.

IN POV we see Iris go into the bedroom, out of sight.  We
can hear the television on in there.  Using a steel jimmy
the Wearer slips the latch on the balcony slider and
silently opens it, slipping inside.

We stalk quietly to the bedroom door, listening to her
movements.  Water running in the bathroom.  We come around
the door frame.  Bedroom dark, bathed in TV glow.  Iris in
the bathroom, washing her face with cold water.

We move toward her.  Crossing the room as she reaches for
a towel.  We are now only a couple of feet away.  She
comes out of the bathroom, walking right past us, drying
her face.  She lowers the towel, turning away... her eyes
whip back.  Widening in terror.

She reacts with surprising speed, diving across the bed.
We go after her.

Her hand goes under the pillow and comes out with a small
automatic.  She whips it around toward us but we grab it
and twist it away before she can fire.  She smashes the
palm of her hand into our face and rolls off the bed,
lightning-fast.

We follow her as she scrambles up, running through the
bedroom door.  Across the living room and down the short
hall to the front door.  Closing rapidly on her as she
somehow gets the chain off the door and gets out into the
hall.

Slam!  We tackle her against the far wall of the corridor.
Our right hand comes into view holding a small electric
stunner.  ZAP!  We nail her right in the back between the
shoulder blades.

She sags to the floor, gasping.  We zap her again.  The
Wearer's glance does a 180 both ways down the corridor...
nobody in sight.  We clamp our hand over Iris' mouth and
drag her back into her room, locking the door.

ON LENNY, reacting.  Going white.

                         MACE
          What is it?

                         LENNY
          Go to the Sunset Sheraton.  RIGHT
          NOW!  Just go!  GO!

Lenny goes back under the wire, seeing...

WE ARE DRAGGING a semiconscious Iris into the bathroom...
propping her up with her back against the white tile
wall... grabbing her hands and handcuffing them one by one
to the steel towel rack above her.  She is moaning.  And
crying.

                         IRIS
                  (voice distorted)
          I haven't seen your face... I
          haven't heard your voice... you can
          still let me go...

ZAP!  The Wearer hits her with the stunner again.  She
jerks and gasps for breath.  We see our latex-gloved
finger come up in front of us and hear SSSHHH.

Moving quickly now.  Our hands unbuckle the fanny pack.
Pull out something... a set of playback trodes.  Our hands
place them on her head.  She stares uncomprehending.
What?  We catch a glimpse of some electronics stuff inside
the pack... a record deck, some wires, a small metal box.

                         LENNY
          Holy shit.  He's jacking her in to
          his own output.  She's seeing what
          he's seeing.  She's seeing herself.

Iris can now see herself as the Wearer sees her... wide-
eyed with terror, white-lipped, weeping.  Helpless.  And
she can feel what he feels.

The Wearer's hand goes back into the fanny-pack and pulls
out something else.  A black athletic headband.  We slip
it over her head, down over her eyes.  A blindfold.  Now
she can only see what the wearer sees.

And also from the bag we pull... a yellow plastic object.
With our thumb we extend the five inch blade of the razor
knife, the type with tips that can be broken off by
segments when they get dull.  It extends with an ominous
clicking sound.

We lower it toward her and cut up the middle of her T-
shirt, laying it open.  Exposing her torso.  We then look
down and slide the knife under the side band of her
panties, slicing them off.  We put the knife up to her
throat, and she whimpers, afraid to cry out, and then we
draw the flat side of the blade across her body as if to
tease her with the prospect of her death.

MACE LOOKS AT LENNY'S EXPRESSION of dawning horror and
pulls the car to the curb about a half-block from the
Sunset Sheraton.  Lenny is hyperventilating, shifting in
his seat as if ants are crawling over him.  He is
experiencing the stalker's exhilaration.

IN POV we see the Wearer pull his jogging pants down below
his knees (R-rated please) and reach for Iris.  Kneeling
in front of her, he pushes her legs apart and pulls her
hips forward onto him, pushing into her.

Iris is feeling and seeing what he sees and feels... She
feels her own pain and humiliation swirling with the
killer's exhilaration.

ON LENNY, sweating and barely able to breath.  Mace stops
the tape... concerned by Lenny's reaction.  He opens his
eyes... Mace see the fear there, of what the tape may
reveal.  But he shakes his head.  He has to know.  He
pushes her hand away and punches PLAY.

IT FLOODS INTO HIS HEAD AGAIN.  The sweaty, grunting
horror.  The stalker picks up her slit T-shirt and quickly
wraps it around her neck.  He knots it tight and twists
one powerful hand into the knot.  The muscles in his
forearm look like cables as he turns the knot tighter.

The stalker viciously twists the knot a full turn and the
T-shirt fabric almost disappears into the skin under her
jaw.

Via her trodes, Iris watches herself die.  Her death comes
at the moment of his orgasm which is fed to her...
blasting off the planet on total overload... terror, pain,
death merging with ecstasy and exultation at the same
instant.

ON LENNY, crying out and grabbing for the trodes, but he
just holds onto them, as if they are sucking his brains
out of his skull.

                         LENNY
                  (like a mantra)
          On my God.  Oh my God.

BACK TO POV, a glimpse of the Wearer's hand relaxing the
knot.  Iris' head lolls.  Her mouth is slack and open.  We
remove her blindfold.  Her eyes are half-lidded.  Very
dead looking.  Our fingers gently push them wide open.

BACK TO LENNY, looking like he has been gut kicked.  He
gasps for breath.

TO POV, as the killer's hand calmly moves Iris' head from
side to side... studying her dead face.  Her staring eyes.
He leans very close to her and stares into one dead eye,
the pupil wide, seeing nothing.

A burst of static.  End of tape.

Lenny opens his eyes.  He fumbles open the car door and
practically rolls out onto the sidewalk.  The trodes pull
off his head as he lurches up, reeling across the sidewalk
to a darkened storefront where he leans for support.  He
doubles over and heaves up the contents of his stomach.

Mace circles around the car and catches him as he sags to
his knees.  She holds his shoulders while he throws up
again.

                         MACE
          My God, Lenny.  What is it?

                         LENNY
          Black.  Jack.

                         MACE
          Blackjack?  I don't understand--

                         LENNY
          Snuff clip.  It was Iris.  She said
          she needed my help and I... aw
          Jesus, Mace... the sick fucker
          killed her.

                         MACE
          Are you sure it's real?

Lenny looks up, in the direction of the hotel.  Mace
follows his glance.  They notice for the first time: cop
lights; cop cars; ambulance; coroner's wagon.

CLOSE on Iris' body, in a bag, being loaded into the
coroner's van.

                                            CUT TO:

EXT.  PARKING LOT/DIM SUM JOINT/LITTLE TOKYO - NIGHT

Neon reflections on the roof of Mace's limo as it pulls
into the lot and slides up to Max's car.  Max is sitting
in the open door, feet on the pavement, eating dumplings
from a take-out carton.  He looks up as Lenny and Mace get
out of the limo.  Sees their expressions.

                         MAX
          Ohhhh shit.

TIME CUT: Lenny, sitting on the hood of Mace's Lincoln,
has his head propped in his hands.  His eyes are
distant... replaying.  Still shocked to his soul.  Mace
paces nearby.

Max sits in the open door of his car ten feet away, trodes
on, playing back the tape.  His face is transformed into
an ashen mask lit by neon... mouth open in shock.  With
shaky hands he stops the deck.

Opens his eyes.  Long beat.  He glances down at the dim-
sum carton in his hands.

                         MAX
          Well... I've lost my appetite.
                  (lofts it into a
                   nearby dumpster)
          For about a year.

He gets to his feet, offering the deck and trodes to Mace.

                         MACE
          No way.

Max pulls a hip-flask full of tequila from his army jacket
and takes an eye-watering pull.  Offers it to Lenny, who
follows suit.

                         MAX
          You alright?  Y'okay?

                         LENNY
          Yeah.  No, not really.

                         MAX
          Let's work it.

                         LENNY
          Not now... I don't want to think
          about it--

                         MAX
          Come on, Lenny.  You used to be good
          at this stuff.  Play it down.
          What's the perp doing?

                         LENNY
          He stalks her.  He rapes her.  Then
          he does her...

                         MAX
          And he records it.  Thrill kill.
          Wants to see it again.  And again.

                         LENNY
          He records himself raping and
          killing her--

                         MAX
          But at the same time he's sending
          the signal to her--

                         LENNY
          So she feels... what he feels...
          while he's in her.  The thrill while
          he's killing her... is sent to her,
          heightening her fear... which in
          turn heightens the turn on for him.
                  (turns to him)
          I've seen a lot, Max.

                         MAX
          So've I.  Too much.

                         LENNY
          But this is a bad one.

                         MAX
          Top ten.

                         LENNY
          He makes her see her own death,
          feeds off the reaction... killer and
          victim merging... orgasm and agony
          merging.  And he records it all.

                         MACE
          And gives it to you.

                         LENNY
          Wants to share.

                         MAX
          That's right.  He wants to share.
          Needs an audience.  This is one sick
          puppy.

                         LENNY
          Why me?

Mace is hugging herself.  Edgy and tense.

                         MACE
          Cause you're the man, right?  The
          Magic Man.  If it's got something to
          do with the wire, sooner or later it
          washes up on your beach.

                         LENNY
          I've never dealt in black-jacks.
          Never.  Everybody knows that.

                         MAX
          He's skull-fucking you, bud.  Trying
          to get a reaction.  Maybe pushing
          you to do something.

                         MACE
          Maybe he just figures Lenny will
          appreciate what he's created.  It's
          the dark end of the street, Lenny.
          How do you like it now?

                         LENNY
          Jesus, Mace.  Back off.

                         MACE
          This guy is someone you know, one of
          your squid-head contacts.

                         MAX
          Problem is, Lenny knows everybody.

                         MACE
          Take the tape to the cops.

                         LENNY
          Uh unh.  No way!  They'd crucify me.

                         MACE
          So some psycho wire-freak gets to
          keep running around--

                         MAX
          Naw, he's right.  They'll figure
          Lenny's the perp, or go through his
          client list, ruin his life... such
          as it is.  Look, I'll call the guys
          in Homicide... tell them she was a
          friend of mine and they'll keep me
          in the loop.  Get me the forensics
          and all that.
                  (he opens his car
                   door)
          Get some sleep.  I'll call you when
          I get something.
                  (he starts his car)
          And Lenny... I'd keep moving if I
          were you.

                                            CUT TO:

INT.  ELEVATOR AND TRAN'S LOFT

The elevator is huge -- big enough for a truck -- and
Lenny seems small in the huge space, while shadows crawl
across his body as the old machinery pulls him up
toward...

FAITH, in the loft above.  She looks into the vast
bedroom...

... at Tran sitting in a chair, tranced out under playback
trodes, his eyes closed.  She softly closes the sliding
door and walks across the cavernous main room.  The place
is lit by the flickering reflections from a series of huge
television screens along both walls.  Otherwise there is
little light.  The cavernous loft is sparsely but very
expensively furnished.  Haute-tech design.  Total contrast
to Lenny's ratty digs.

LENNY'S POV through the cage-door of the elevator as it
reaches the loft and Faith is revealed, waiting for him in
the shadows.  He slides open the cage-door and she moves
quickly to him.

                         FAITH
                  (whispering, furtive)
          You're crazier than I thought,
          Lenny.  Coming here... Tran's just
          in there.

                         LENNY
          Iris is dead.  She was murdered.

Faith stiffens.  We see the fear, now, exposed.

                         FAITH
          Who did it?

                         LENNY
          Don't know.  But this guy's real
          damaged goods.  Iris knew someone
          was after her... and she said you
          were in danger too.
                  (he grabs her
                   shoulders)
          Now no more games, Faith.  Whatever
          you're hiding, whatever's going on,
          you have to get out of here now.
          Come with me right now.  Don't even
          think about it.

                         FAITH
          Then what?  Then what, Lenny?!  You
          going to protect me?  Big tough guy.
          You're a talker, Lenny.  You don't
          even have a gun.

                         LENNY
                  (hurt)
          I have a gun.  It's under my bed.

                         FAITH
          You don't know what you're fucking
          with here.

                         LENNY
          Tell me.

A VOICE from the shadows, like the whisper of a blade in
the air.

                         TRAN
          Go ahead, Faith.  Tell him.

Tran steps forward, totally at ease with the situation.
Out of the shadows behind him step Joey Corto, Duncan and
Vita Minh.

                         FAITH
          Look, Tran... Lenny just came by to
          give me some bad news.  An old
          friend of mine has been murdered.
          You remember Iris?

                         TRAN
          A tragic story, no doubt.
                  (to Lenny)
          How'd you get up here?

                         LENNY
          Charm.

                         TRAN
                  (looks at Faith)
          Uh huh.  Look, Nero.  I'll make you
          an offer.
                  (he grabs Faith by
                   the arm, steps
                   closer)
          Take her.  Right now.  If she wants
          to go, if she's unhappy here, she
          can go.  I'll let her choose.  Faith
          always knows what she wants.
                  (he turns her loose)
          Hands off.  See?

Lenny glances at the open elevator right behind him.  So
close.  She just has to take one step to him... and they
will be out of there.  Together.

                         LENNY
          It's alright.  He means it.

                         TRAN
                  (to Faith)
          I do mean it.
                  (to Lenny)
          And I mean this... if Faith stays
          you go away and never come back.
          You scuttle back into your cockroach
          hole and never cross my vision
          again.  You understand?

She glares at them both for a long moment.  Emotions play
across her face, complex and unreadable.  She steps back,
taking her place at Tran's side.

                         FAITH
          I made my choice, Lenny.

                         TRAN
                  (to Lenny, nodding
                   toward the elevator)
          You're going down.

Joey Corto and Duncan shove Lenny roughly backward into
the elevator.  Corto slams the gate shut and slaps a
button to lower the lift.  The last thing Lenny sees as he
descends is Faith's face, above him.

                         FAITH
          I don't love you, Lenny.  Give up.

                                            CUT TO:

INT.  BEDROOM AREA/TRAN'S LOFT

Faith is crying as Tran comes up behind her.

                         FAITH
          You said you were going to get her
          out of this.

                         TRAN
          Maybe now you appreciate the danger
          we're in.
                  (he moves very close)
          It was touching the way you stood by
          me in there.  "Stand by your man".
          I was moved.  You were very good.  I
          don't think he even understands that
          you did it for him.

                         FAITH
          He doesn't know what's going on.
          Leave him alone.

                         TRAN
          I'd love to.  But he keeps showing
          up.  And you keep talking to him.  I
          can't have that--

And he slaps her.  Really hard.  Decks her.  He's
trembling with rage... and something else.  Fear.

                         TRAN
          The only time a whore should open
          her mouth is when she's giving head.

                         FAITH
          Fuck you.

                         TRAN
                  (walking away)
          Maybe later.

                                            CUT TO:

INT.  ELEVATOR/TRAN'S LOFT

The huge elevator, with Lenny its sole occupant, descends
through the shadows toward the first floor.  Lenny watches
the shadow patterns on the wall through the iron grillwork
door.  He's still thinking about Faith...

... even when the elevator reaches the first floor and
Mace comes into view.  She's waiting for him.  He steps
forward.  But he can't open the grillwork door.  And the
elevator doesn't stop.  It keeps going down.  Lenny,
spooked, works the door hard... as Mace disappears from
view above him...

... and the elevator bumps to a stop in the basement.
With Vita and the beef squad waiting for Lenny, stoney-
faced.  Last stop.  All out.

Lenny tries to keep the door shut, but Duncan wrenches it
open.  Vita grabs Lenny and twists his arm painfully
behind him in one fluid move.  They hustle him toward a
dank basement room near the elevator.

                         LENNY
                  (speed-rap)
          Listen, can we be smart here?  I
          could make it really worth your
          while... I could cut you a check for
          500 each... hell, make it an even
          grand... I'm not saying you don't
          land a couple shots, just go light
          is all I'm saying... here, take my
          Rolex.

                         CORTO
          Lemme see.

A glimmer of hope in Lenny's eye as he whips it off his
wrist.  Corto doesn't even look at it.  Gets it over his
hand about mid-way, then -- using the watch like a pair of
brass knuckles -- clobbers Lenny in the face.  Watch parts
go flying as Corto steps away and Duncan slams Lenny up
against a column.

Vita weighs in... gut-punching Lenny savagely.  She works
him expertly, with a series of painful jabs.

He sags to his knees.  Not only is this painful.  It's
goddamn humiliating.  And Duncan and Corto enjoy every
second of it.

                         CORTO
          We tried to find a smaller girl, to
          beat the shit out of you, Lenny...
          but it was short notice.

Vita grabs Lenny by his hair and pulls him up with one
rock-hard arm.  She is cocking back the other arm for a
pile-driver punch when...

Suddenly a dark shape materializes behind her.  Mace
drives Vita head first into the steel column.

Duncan lunges in and grabs for Mace.  This is a mistake.
Mace doesn't fight fancy.  And she doesn't fight fair.
She fights to win.  And she is awesomely fast.  Her moves
are street moves, coupled with arm-locks and come-alongs
she has been trained to use as a security driver.

Lenny recovers enough to size up Vita, who is still a
little stunned.  She has blood dripping in her eyes and
can't see too well.

But she charges him.  And -- being the gent that he is --
he busts her over the head with a dusty old folding chair.

Mace drops Duncan about the time Vita is hitting the
ground, leaving...

CORTO, who fumbles out a Beretta 9mm and sticks it in
Mace's face.  He sniggers, loving the upper hand.

                         MACE
          Safety's on.

And like a jerk, he looks.

She snaps sideways in a headfake and closes blindingly
fast, twisting the gun out of his hand.  She continues to
twist his wrist brutally and Corto goes down to one knee,
groaning.  She takes his Beretta and backhands the barrel
hard across his face.  Mace releases his wrist and he
crumples in a heap.

She and Lenny back out the door.  Then Lenny runs back in
and kicks Corto in the ribs.

                         MACE
          Lenny!

Mace grabs him and pulls him out of the room, then slams
the metal firedoor behind them, locking it with a piece of
junk wedged behind the release bar.

                                            CUT TO:

EXT.  STREET - NIGHT

Mace and Lenny hotfoot it toward the parked limo.  Mace is
disassembling the Beretta without looking at it.  She
chucks pieces over a chain-link fence as they go.  Lenny
brushes himself off, checking his jacket for damage.  He
is high from winning the fight.

                         LENNY
          Is this great fabric or what?

                         MACE
          You ever wonder why you get beat up
          a lot?

                         LENNY
          Never really thought about it.

                                            CUT TO:

INT.  LENNY'S APARTMENT

Squid POV: the killer enters the vacant hotel room,
passing the mirror on the dresser.

                         LENNY (V.O.)
          Come on... look in the mirror.  You
          know it's there, you're keeping your
          eyes off it, you bastard... SHIT!
          Who are you?

CUT TO: Lenny, yanking the wire off his head, Mace near
him.

                         LENNY
          He knows what he's doing.  He's worn
          before... a lot.

                         MACE
          So that gives you something.

                         LENNY
          It gives me... I don't know... maybe
          two hundred people who I know wear.

As he talks Lenny fiddles with some custom electronics
gear.  The back is off the deck, and he has a ribbon wire
connecting it to some kind of amplifier black-box which he
is using to boost the gain.

                         MACE
          Don't crank the gain any more.
          You're gonna fry yourself.

                         LENNY
          I need to see more... get more
          detail.  Something.  I feel his
          presence, so strong...

Mace watches, concerned, as Lenny puts the trodes back on
and hits playback.

Squid POVs: strobe-like images of Iris' rape and death,
separated by burst of static...

... as Lenny keeps hitting the forward and rewind buttons,
searching the tape for clues, reacting to the feelings on
the tape, trying to manage his revulsion...

... until Mace yanks the trodes off and Lenny sags back on
the couch.  He rubs his eyes.  He is seeing ghosts,
afterimages burned into his visual cortex.  The room is
alive with them, shimmering.

                         MACE
          No more, Lenny.

                         LENNY
          Yeah.  I'm ghosting pretty bad.

Lenny see Iris' terrified face.  Literally.  It floats
iridescent on his living room wall, fading slowly.

                         LENNY
          She came to me for help.  I should
          have read it better... I just
          figured, y'know... another strung-
          out hooker having a bad night.

                         MACE
          It's not your fault.

Lenny gets up, staggering to the kitchen.  She goes with
him.

                         LENNY
          Sex killers act alone.  So there's
          no information on the street, which
          is how cases get made.  Cops know
          they'll never nail this guy the
          second they look at the scene.

Lenny sucks down four Tylenol with a long pull from a
bottle of vodka.

                         LENNY
          And anyway, nobody gives a shit
          about a dead hooker.  They're
          roadkill.

Requiem for Iris.  Mace watches Lenny rubbing his eyes,
waiting for the Tylenols to hit.

                         LENNY
          See, it's all about what they see
          walking in.  A dead hooker,
          handcuffs, penetration... they'll
          see a trick gone wrong.  Random
          kill.  The kind you never solve.

                         MACE
          But that doesn't add, does it.

                         LENNY
          No it doesn't.

                         MACE
          Because Iris knew somebody was after
          her.

Lenny, wound up like a Swiss movement, starts pacing.

                         LENNY
          She said "If they get me".  They.
          Which means the whole sex-killer
          thing is a cover, which means
          somebody whacked her for a reason.

                         MACE
          So the guy's not a sicko.

                         LENNY
          If he could do what's on that tape,
          he's a sicko.

                         MACE
          Okay, so he's a freak who thinks
          he's sane pretending to be a freak.
          The point is, he was a hitter.
          Somebody wanted to shut her up.  But
          why not just put a little lead in
          her ear?

                         LENNY
          Because it had to look random.  Not
          connected to anything or anyone.
                  (he seems to run out
                   of energy)
          But then why give the rape to me?

                         MACE
          That's where it gets a little
          strange.

                         LENNY
          And what about the guy that was
          following me?

                         MACE
          Now you're really getting paranoid.

Lenny collapses on the couch, rubbing his temples.

                         LENNY
          The question is not whether I am
          paranoid, but whether I am paranoid
          enough.  You want to rub my neck?

                         MACE
          Sure.

Mace sits next to him and starts to work.  Strong, knowing
fingers.  Lenny starts to relax a little.

                         LENNY
          How's Zander?

                         MACE
          OK.  He asks about you all the time.
          It's been weeks since you've seen
          him.

Lenny sort of keels over.  His head slumps in her lap.

                         MACE
          I'm sorry about getting on your case
          earlier.  I just see you getting
          sucked in deeper and deeper, and I
          -- anyway.  I'm sorry.

                         LENNY
                  (drifting off,
                   joking)
          S'okay.  I know you still love me.

She looks down at him, gently brushes his hair off his
sweaty forehead in an unconsciously maternal gesture.  He
is out cold.

Mace gazes at Lenny's sleeping face in a way we haven't
seen before: unguarded.  Caring.  Loving.

And we get it: she does love him.  It makes no sense, and
it is a great burden to her that he doesn't see her... but
there it is.

She shakes it off: she doesn't want to deal with it now.
Maybe not ever.  She leans her head back against the ratty
top of the couch, sighs.  And keeps her hand moving
soothingly on his head.

                                            CUT TO:

EXT./ INT.  MACE'S HOUSE/INGLEWOOD - DAY

Mace pulls the limo into the driveway of a modest stucco
house in Inglewood.  It's dawn.  A neighbor is walking the
dog.  Mace heads into the house, picking up a couple of
toys left scattered in the front yard.

Inside, ZANDER, age 6, is watching TV in his pajamas and
eating a bowl of cereal.  Behind him, on the couch, is
Mace's younger sister CECILE, zee'd-out.  Zander frowns at
her and looks at a red-plastic (toy) watch.

                         ZANDER
          Where were you Mom?  Did you meet a
          guy?

                         MACE
          Just Lenny.

                         ZANDER
          Right.  That explains it.

                         MACE
          Are you going to make me beg?

Zander scrambles over to his mom, throws his arms around
her.  Big hug.

                         MACE
                  (looking at weird
                   stuff in cereal)
          What is that?

                         ZANDER
          Cheerios and wieners.  I made it
          myself.  It's good.

                         MACE
          Well give me some then... I'm
          starving.

                                            CUT TO:

INT.  LENNY'S APARTMENT

2:20  P.M.  DEC 31

Lenny wakes up to the sound of the phone ringing.  He is
on the couch, still clothed.  He hears Max's voice on the
answer machine and groggily grabs the receiver.

                         MAX (V.O.)
          Hey, the last day of the world and
          you spend it in bed.

                         LENNY
          W'sup, Max?

                                            CUT TO:

EXT.  A.M.E. CHURCH AND STREET/SOUTH CENTRAL - DAY

Max, on the cellular, across the street from a church
where mourners stream out of a memorial for Jeriko One.
The sidewalk and street are clogged with fans, and further
off -- a cordon of very anxious-looking crowd control
cops.

                         MAX
          Not a whole hell of a lot.  They've
          just been saying words over Jeriko.
          Tensions running pretty high down
          here.  I'm telling you.

WHAT MAX SEES across the street... SLOWMO as Tran comes
out of the church with Faith next to him.  Corto, Vita,
Duncan and Beemer form a loose protective shell around
them as the press bears down, shouting out questions.
Tran ushers Faith into a waiting limo and climbs in after
her.  The rest of the muscle keeps the press away from the
car as it pulls away.

CUT TO: Max, still on the phone to Lenny.

                         LENNY (V.O.)
          Faith OK?

                         MAX
          Yeah.  She's leaving with Tran so I
          got to boogie.  Real quick... Iris
          checked into the Sheraton last night
          under a false name.  Paid cash.

                         LENNY
          Looks like she was holding out.

                         MAX
          Yup.  Hey, so I heard you dropped in
          on Tran last night.  Another slick
          Lenny move.

                         LENNY (V.O.)
          He's in this somehow... I don't know
          how.  Just stay close to Faith.

                         MAX
          I'm on her, amigo.  No worries.
          Gotta jam.

                                            CUT TO:

INT.  LENNY'S APARTMENT

As Lenny is hanging up he notices something.  A MANILA
ENVELOPE stuck between the steel bars and the glass of his
front window, next to the door.  "NERO" is printed on the
envelope.

Oh shit.  He opens the door, looking both ways.  No-one is
around.  He fishes out the envelope from behind the bars
and takes it inside.  Of course it contains a tape.  He
stares at it with dread.

Lenny sits down and put the tape in his playback deck.  He
picks up the trodes and places them on his head.  He
notices his hands are shaking.  He takes a deep breath and
punches PLAY.

POV SEQUENCE: DAY.  As expected we see the de-saturated
signature look of the killer's vision.  The Wearer is
walking through the courtyard of Lenny's apartment
building.  We recognize it by the unkempt pool, the sunken
deck furniture.  We walk through a breezeway to an ally-
like courtyard behind the building.  We approach a door...
the back door to Lenny's apartment.

The killer picks the lock on the back door.  Opens the
door and enters.  The apartment is dark, blacked out.  We
are in the kitchen.  We stop and listen.  Water dripping
in the sink.  Soft snoring from the living room.

Moving to the other room.  Slowly, silently.  Furtively
looking around the door frame to the living room.  There
is Lenny, crashed out on the couch.

Now moving stealthily toward him.  Kneeling down beside
him.  Lenny, burned out from the night before, is deep
under.  Our hand comes into view, holding the yellow
plastic razor knife.  With his thumb, the killer extends
the blade... click, click, click, click.

The blade flashes in a beam of sunlight as it moves toward
Lenny.  The killer lays it gently against Lenny's throat.
Draws it slowly across... not leaving a mark.

The POV backs away and -- static as the tape ends.

LENNY, IN THE PRESENT, whips off the trodes, freaking.  He
feels around his throat with one hand... can't feel
anything.

Crossing quickly to a mirror near the front door, he
inspects his neck minutely.  There is a hair-line red line
over his carotid.  He looks around the room wildly, his
heart hammering.  Slowly, he gets his breathing under
control.

Then... he hears something in the kitchen.  A tiny click.

His eyes go wide.  Hyperventilating, Lenny moves silently
into the bedroom.  He fishes around under the bed and
pulls out a GLOCK 22 .45 auto pistol.  He stalks silently
toward the kitchen.

Then he looks at the butt of the pistol-grip: no magazine.
He un-stalks back to the bed and finds a loaded magazine
under a bunch of dirty socks.  He inserts it quietly,
wincing as he chambers a round.

Heart thudding, he works his way to the kitchen door.  He
edges around the frame, pie-ing the room.  Cop reflexes
intact.

Mace is sitting at the kitchen table, giving him a funny
look.  She is drinking a cup of coffee, made from the
bottle of instant on the counter.  She is dressed
casually, in bicycle pants, work boots and oversized nylon
jacket over a tank-top.

                         MACE
          Whatup Lenny?

                         LENNY
                  (hands shaking)
          Jesus, Mace!

                                            CUT TO:

INT.  LENNY'S APARTMENT

A little later.  As Lenny tosses stuff into a folding bag:
clothes, a playback deck, a box of .45 hollow points.  He
grabs his grimy old Second Chance body armor from the LAPD
and stuffs it into his Haliburton.  When Mace sees him do
that, she knows things are freaky.

                         MACE
          Where we going?

                         LENNY
          Anywhere.
                  (finger to his lips)
          We'll talk about it in the car.

Mace glances around... unnerved by the possibility of
audio surveillance.

                         LENNY
          Hand me that box of tapes, will you?

He's pointing to a shoe box full of "Faith" tapes.  Mace
hands them over with obvious distaste.  He throws them in
the bag, starts to zip it...

... then sees his reflection in the bedroom mirror:
something's the matter.

                         MACE
          What is it?

                         LENNY
          This tie doesn't go with blue!

He yanks off the tie and grabs another.

                                            CUT TO:

INT./ EXT.  MACE'S LIMO AND STREET - DAY

Mace and Lenny drive through the streets of LA on the last
day of this millennium.  There are cops in body armor and
helmets on some street corners, holding automatic rifles.
Helicopters orbit endlessly.  And a National Guard tank
rumbles down the street.  State of siege.  The car radio
is on, with KROQ's poor Man hyping the impending
Millennium LA party.

                         POOR MAN
          ... the New Years Eve mega-bash of
          the century.  Ten square blocks of
          madness, with live music, fireworks
          and the actual rich and famous of LA
          hobnobbing with us peons.  Also
          yours truly the Poor Man will be
          there at the KROQ bandshell, giving
          away "Millennium LA" and "KROQ 2-K"
          T-shirts by the truckload--

Lenny is keyed up and tense.  He keeps looking out the
back window.

                         MACE
          Will you relax.  There's nobody back
          there.

                         LENNY
          Mace, the guy had a knife.  To my
          throat.  In my living room.
          Relaxing might be right out, okay?!

                         MACE
          You better keep a low profile for a
          while.

                         LENNY
          No shit.  You got someplace in mind?

                                            CUT TO:

EXT.  BACKYARD/MACE'S HOUSE - DAY

On Zander, face lighting up, giving Lenny a high five.
Lenny drops his bag, shakes, does a little silly hand
choreography -- a goof on a bro grip -- that makes Zander
laugh.  Mace watches this ritual and smiles herself.
Zander can call out a part of Lenny that Mace would like
to see more of.

Cecile is there, hanging out with her boyfriend CURTIS,
and Curtis' friend VEJ.  These two guys are about 18,
dressed in gangsta garb.  They are listening to "The
Prophets of Rage" on a CD player, and watch Lenny with a
dispassion that flirts with distaste.

                         ZANDER
          What do you got?

                         LENNY
                  (pulls a tape out of
                   his pocket)
          Today I have...

                         MACE
                  (seeing the tape)
          Lenny, have you lost it completely?

                         LENNY
          Easy, there, Mom.  Easy.  This is
          audio only.
                  (hands tape to
                   Zander)
          John Coltrane.  "A Love Supreme."
          Give it a listen, let me know what
          you think, maybe you won't go for it
          now, but it'll get in your head and
          grow like a seed into something
          really beautiful.

                         ZANDER
          Let's play it now!

                         LENNY
          Later.  Your mom'n I are heading
          right back out.

Groans of outrage and protestations of unfairness from
Cecile, Vej and Curtis follow this bad news.  Cecile even
musters the gumption to speak up.

                         CECILE
          Hey, come on, I been baby-sitting a
          full 24 hours, I have to get ready
          for the party tonight...

                         MACE
          Cecile.

Mace frosts her with a look.  You don't mess with Mace.

                         MACE
                  (to a disappointed
                   Zander)
          You're not the only little boy I
          have to look out for, honey.

Zander nods: OK.  Lenny gives him the grip.  Zander's hand
outmaneuvers his, and the boy smiles in triumph.

                                            CUT TO:

INT.  UNDERGROUND PARKING GARAGE

POV: squid tape of Iris' death.  Quick barrages of the
savage imagery interspersed with bursts of static...

... until Tick slips off the trodes.  He's been totaled by
what he's seen.

                         TICK
          Whoa.  That is one unbelievable
          piece of eyefuck.

                         LENNY
          Skip the art criticism, Tick, what
          can you tell me about the wearer.

                         TICK
          Well... the guy's fucked up.

                         MACE
          We know that, Tick.

                         TICK
          No, I mean the killer's got some
          kind of distortion in his visual
          cortex.  The color and gray-scale
          values are all messed up, like color
          blindness.

He gives the tape a fast run through his processing
equipment.

                         TICK
          Lookit, you see the peak period
          ratios there?  Could be some kind of
          tumor or brain lesion or something.
          Some kind of trauma
                  (shaking his head)
          This is not good.  I don't like this
          at all...

                         LENNY
          What?

                         TICK
          Well, it's cutting awful close to
          me.  I mean she was just here.

                         LENNY
          Who was just here?

                         TICK
          Iris, man.  Pay attention.

                         LENNY
          Wait, wait... wait a minute.  Iris
          was here?!

                         TICK
          Yeah, she came by last night.
          Shaking like a junkie, wanting me to
          make a copy of some clip.

                         LENNY
          What clip?  What was it?

                         TICK
          I don't know, man, she wouldn't let
          me see it.  Said I wouldn't want to
          see it.  She said she was going to
          give it to you to hold for her.
          Like insurance or somethin'

                         LENNY
          She never gave me a tape.

                         MACE
                  (to Lenny)
          Think back about what she said.
          Exactly what she said.

                         LENNY
                  (revved up)
          She wanted to go out to my car,
          something about my car...

                         MACE
          Something in your car...

Lenny and Mace swap a look: oh shit.

                                            CUT TO:

EXT.  SAN PEDRO IMPOUND YARD - DUSK

6:05  P.M.

The last night of this millennium is falling.  Mace's limo
pulls to the curb.  The yard is located in the vast no-
man's land of storage lots, cranes and warehouses near
harbor piers.  The impound office is locked.  Closed for
New Years Eve.

CUT TO Lenny and Mace cutting the chain off the gate with
the long-handled bolt-cutters.  They enter the yard.  Mace
is carrying a blunt object that looks like a ray-gun.  A
TAZER.

Right on cue a huge Rottweiller bounds out of the shadows
at them, growling, its head low on an attack run.  Mace
fires and the tazer lights up the with 120,000 volts (low
amperage, not lethal).  It whines and flips over twice,
then runs off behind some parked cars.

                         LENNY
          That's a handy little attitude
          adjuster.
                  (sees his car)
          Damn.  I'm boxed in.

Lenny and Mace approach his BMW, blocked in by ten other
cars, so he's not getting it back this trip.  He unlocks
the door and looks inside with a tiny Mag-Lite while Mace
covers them with the tazer.  A puppy-like whine comes
occasionally from behind some cars nearby.  We catch a
glimpse of the puzzled, snuffling Rottweiller eyeing them
warily.

Lenny finds the tape on the floormat, passenger side,
still wrapped in the note.  He reads the note: "HELP ME.
IRIS."

                         MACE
          What's it say?

He crumples the note.

                         LENNY
          Nothing.  Let's go play this back.

CUT TO LENNY AND MACE returning to the limo.  As they
reach the car they are hit by two flashlight beams.  It is
the two cops, SPREG AND ENGELMAN, out of uniform, but
looking very serious with their pistols aimed at Lenny and
Mace.  They have been following Lenny, knowing sooner or
later he would lead them to the tape.

                         SPREG
          Give me the tape.  Right now.

                         LENNY
          What tape?  I'm just trying to get
          my car back but the place is
          closed--

                         SPREG
          Shut the fuck up Nero.

Engelman grabs a fist-full of hair at the top of Mace's
head and jams his 9mm into the back of her skull.

                         MACE
                  (cool and even)
          Lenny, give them the tape.

                         LENNY
          It's in my case.  Okay?  I'm going
          to open my case...

                         ENGELMAN
          Facing us, where we can see it.

Lenny slowly opens the Haliburton.  He takes out the tape
and holds it out toward Spreg.

                         LENNY
          Take it and turn her loose.  Okay?

                         SPREG
          Absolutely.

And you see in his eyes that it isn't going to go that
way.  Spreg edges forward and takes the tape.  Then he
points his pistol at Lenny's head, about to fire--

Which is when the pissed-off Rottweiller shoots through
the open gate like a black torpedo and tears into
Engelman's leg.  Engelman screams in pain.  Mace twists
out of his grip.  Engelman shoots the dog.

Lenny swings up his Haliburton, using it as a shield, and
dives for the car.  The case takes three rounds from
Spreg's 9mm before Lenny gets behind cover.

Mace just seems to vanish.  She reappears over the trunk
of the limo and puts two rounds squarely into Spreg's
chest, knocking him down.  Lenny and Mace scramble into
the car, starting it up.

Spreg sits up, pulling up his shirt to make sure his body
armor stopped the slugs.  No blood.  He comes up firing.
He and Engelman empty their magazines at the limo as it
pulls away.  No damage.  They realize the limo is a bullet
proof security model and run to their pickup truck, parked
nearby, to give chase.

Spreg's face is a mask of rage.  He slams the truck in
gear and accelerates after the limo before Engelman even
has the door closed.

                                            CUT TO:

INT./ EXT.  LIMO AND SAN PEDRO STREET - NIGHT

Mace has the big car floored.  She looks in the rear-view
as the truck gains on them.  Mace is doing her thing...
what she's trained for.  Security driving.  She whips some
moves in the big car, but the truck is closing on them.

                         LENNY
                  (holding on)
          Oh no, we're not being followed,
          Lenny, Don't be so paranoid, Lenny.

They hear rounds hitting the car, and look back.  The
truck is right behind them.

                         LENNY
          Shit!

                         MACE
          Take it easy.  The glass is bullet
          resistant.

                         LENNY
          Bullet resistant?  Whatever happened
          to bullet proof?

                         MACE
          Lenny.  Calm down.  This is what I
          do.

THE LIMO slides broadly through a turn, side slamming a
parked van.  Mace accelerates.  The truck stays with them.

Engelman is leaning out the passenger side window with an
AK-47 assault rifle.  He rips off several burst which
riddle the limo, cracking the glass in starburst patterns.
The Lexan-laminated windows are cracked to hell, but the
rounds don't come all the way through.

Spreg's truck comes alongside, ramming them.  The impact
drives them sideways.  Mace swerves to miss a light-
standard and finds herself roaring between warehouse
buildings which front the harbor.

The truck stays right with them.  Engelman fires bursts at
the tires, shredding them off the rims.  The limo thunders
along on steel rims, throwing rooster-tails of orange
sparks.

Mace finds herself boxed in by the buildings.  No way to
turn.  Ahead is a short concrete pier.  She hits the
brakes and the limo skids on its rims out onto the pier,
stopping before it reaches the end.

They are trapped.

                                            CUT TO:

EXT.  SAN PEDRO PIER - NIGHT

Engelman and Spreg jump out of the truck, taking cover
behind it.  They rake the limo with bursts from their AK-
47s.

INSIDE THE CAR.  Lenny and Mace keep their heads down
below the door frame.  It sounds like they are inside a
steel drum in some psychotic Calypso band.  But the
armored body panels hold.

Lenny is punching his cellular.

                         LENNY
          Goddamnit!!  911 is busy!

                         MACE
          It's okay, Lenny
                  (he looks at her
                   hopefully)
          They'd never get here in time
          anyway.

Mace has reloaded her Sig and is trying to open the door
on her side (away from the bad guys).  It is jammed from
the sideswiping.

Spreg reaches into the bed of the truck and pulls out a
gallon gas can.  He uncaps it and throws it across the
pavement.  It slides under the limo, glugging its contents
onto the ground.  Spreg grabs a road-flare from under the
seat of the truck and strikes the cap, lighting it.

He tosses the flare under the limo...

KA-WHOOMPH!!  The gas can explodes in a fireball.  The
Continental is engulfed in flames.  From the inside all
Lenny and Mace can see is fire.  All the windows are
covered in roaring flames.

                         MACE
                  (matter-of-fact)
          This is bad.

                         LENNY
          The gas tank's going to go any
          second!

Mace slams the car into gear and floors it.  The powerful
Lincoln thunders forward.  It crashes through a chain-link
fence and launches right off the end of the pier.  A
fireball plunging in a meteoric arc into the oily black
water.

Inside, they are slammed forward by the impact.  The car
sinks.

UNDERWATER: The car hits bottom, twenty feet down, sitting
there amid the junk.  Shafts of light play down from the
big streetlights at the end of the pier.

INSIDE, Lenny and Mace are in a flooding black tomb.

                         LENNY
          Are you out of your fucking mind?!

                         MACE
          Fire's out, isn't it?

She scrambles into the back seat.  She wrenches at the
rear seatback, pulls it free... and crawls half-into the
huge trunk.  Water is up around their legs.  She grabs her
shotgun: a sawed-off ten-gauge.

                         MACE
          Get in here.  Come on Lenny, move
          it.  MOVE!!

Mace yanks him toward her and he tumbles in.

                         MACE
          Get ready to hold your breath.

She aims the ten-gauge at the trunk latch mechanism.

                         MACE
          Lenny, kick out hard, then just
          follow me. Okay?

He nods.  BLAM!!  She blows the trunk latch into shrapnel.
The trunk lid belches open in a whoosh of bubbles.  Lenny
and Mace kick out, heading toward the lights of the pier.

ON THE SURFACE: Mace breaks the surface slowly alongside
the slimy concrete wall.  Lenny comes up beside her,
spluttering.  Her hand goes over his mouth.  They are in
the inky shadows under a massive bumper made of rail-road
ties.

Engelman and Spreg are standing above them, scanning the
black water over the barrels of their AKs.

                         SPREG
          Let's get out of here.

They run back to the truck and high-tail it out of there.

Down below, Lenny and Mace are clinging to the pier,
chest-deep in the water.  They hear the truck pulling
away.  They let out a big exhalations of relief.

CUT TO LENNY AND MACE walking on the pier, shoes
squishing.  They leave a shiny trail behind them.

                         MACE
          I can't believe we had to give them
          the damn tape.

                         LENNY
          Yeah, me neither.  It was one of my
          favorites.  Me and Faith in a hot
          tub on my birthday.  I'm going to
          really miss it.

He feels around in his jacket pocket.  He pulls out the
MYSTERY TAPE... nice and dry in its plastic case.  He
holds it up to show a grinning Mace.

                         LENNY
          Are we impressed yet?

                                            CUT TO:

INT./ EXT.  FREEWAY AND CURTIS' CAR - NIGHT

7:45  P.M.

Lenny and Mace, still wet, riding in the back seat of
Curtis' car.

                         CURTIS
                  (pissed)
          I got better things to do on New
          Year's Eve than be some kinda damn
          chauffeur...

                         MACE
          Hey Curtis?  Just drive.

Curtis swears.  But he shuts up and drives.

                         LENNY
          Those two guys were cops.

                         MACE
          You sure?

                         LENNY
          It's the walk.  Something.  Anyway,
          they'll run your plates and get your
          address.  We gotta keep moving.

Mace takes it in.  She nods.

                                            CUT TO:

INT.  MACE'S HOUSE

Mace comes in the front door and walks straight to the TV,
switching it off.  Zander and Cecile are shocked.

                         CECILE
          Lornette, girl... what's going on?

Lenny goes past them and starts grabbing his stuff...
wardrobe bag, playback gear.

                         MACE
                  (to Zander)
          We're going to aunt Cecile's, honey.
          We're going to watch fireworks from
          there.  Let's go.  Chop chop.

                         ZANDER
          Aw, Mom!

                         LENNY
          Come on Zander.  You can ride on my
          shoulders.  Here you go.

Lenny hoists him overhead and goes out the door.  Cecile
catches up to Mace in the hall, just as she is opening a
locked cabinet and pulling out a little .380 auto, holster
and ammo.

                         MACE
          Cecile, get in the car.  Now.

                                            CUT TO:

INT./ EXT.  STREET AND CIVIC - NIGHT

Sirens pierce the night.  Two pillars of fire are visible
blocks away.  There are dark crowds of people everywhere.
People on the sidewalks, lighting fireworks.  There are
flashes and explosions.  It could be a celebration, or a
war zone.  Maybe both.  Or one about to turn into the
other.

Mace is driving, scanning the streets.  She has her .380
auto in her hand, resting in her lap.  Lenny is riding
shotgun, while Curtis, Cecile and Zander are in the back
seat.

                                            CUT TO:

EXT.  CECILE'S APARTMENT - NIGHT

It is gang territory pure and simple.  Blacks and
Hispanics.  Graffiti everywhere.  Burned-out buildings.
Lenny sees abject poverty, here.  Even so, people are
partying.

They pull up to the front of Cecile's apartment building
and get out.

There are some homeboys chillin' on the front steps who
give Mace the local hand-sign.  She returns the sign
automatically as she carries Zander past them.

                         ONE OF THE BOYS
          Yo, Mace.  Whatup wit you, homegirl?
          You never come roun' here no more.

Lenny follows with his wardrobe bag.  The homeboys give
Lenny the eye as he brushes past them.  Mace chills them
with a glare.

                         MACE
          He's with me.

                                            CUT TO:

INT.  CECILE'S APARTMENT - NIGHT

A small and dingy place.  Cecile has done her best to make
it a home.

Mace and Lenny go into the kitchen and shut the door.

He quickly sets up his playback deck on the table.  He
puts on the trodes and pulls the tape out of his pocket.
Then he pauses, looking at it apprehensively... knowing
that it contains the answer to all this madness.

He puts it into the deck.  The deck closes.  He punches
PLAY.

                                            CUT TO:

INT.  APARTMENT/LIVING ROOM - NIGHT

Mace watches Zander lighting bottle rockets with Curtis on
the balcony of the apartment... visible through the
window.  Staccato fireworks nearby sound like automatic
weapons, making her flinch.  She goes back into the...

KITCHEN.  Where she sees Lenny sitting at the table,
trodes in his hands.  Stunned.  Face the color of old
cement.  Hands shaking.

                         MACE
          Tell me.

                         LENNY
          I can't tell you.  You've got to
          see.

                         MACE
          Uh unh.  I won't do it.

                         LENNY
          Mace.  I know what you think about
          the wire.  But I'm asking you to do
          this.  It's that important.

Mace sees how serious he is.  She nods: OK.  He puts the
trodes on her.

                         LENNY
          Sorry this has to be your first
          playback.

He hits play and Mace reacts as the sensory input hits
her.  She opens her eyes...

                         LENNY
          Keep your eyes closed, or you'll see
          double.

She bites her lip as the sensation of being another person
floods through her.

POV SEQUENCE: We are Iris.  Riding in a car.  Fixing our
makeup in a mirror on the passenger side sun visor.  Iris
flips the sun visor back up, revealing the moving street.
It is night.

We look down, and recognize the dress Iris was wearing
when we first saw her, two nights ago.  She puts her
lipstick into a purse which is belted to her waist.  Iris
turns her head and we see the driver.

It is JERIKO ONE.  He is laughing, talking to someone in
the back seat.  Iris looks and we see REPLAY, Jeriko's
sideman, and another woman, DIAMANDA.  They are amorously
entwined.  Then they are all laughing and passing around a
bottle of Jim Beam.  The car stereo is thumping loudly.

Iris' POV swings around and looks down, seeing Jeriko's
hand caressing her thigh.  She puts her hand on his chest
and leans close to him.  Jeriko grins, then looks up and
swears at a wash of red/blue cop flash.

                         JERIKO
          Shit.  Fuckin' Five-O

Our POV swings to the rear-view mirror and we see an LAPD
car behind us, with the gumball machine on.  A spotlight
hits us and we hear a single whoop on the siren.  Jeriko
pulls over, but they are on an overpass... no shoulder.

                         COP VOICE
                  (on bullhorn)
          Go to the bottom of the ramp.

Jeriko and Replay are both swearing.  He pulls the car
down the ramp, stopping on a deserted street in a
warehouse district.  Our POV looks around nervously.
Black shadows and concrete pillars.  No-one around.  Cars
whoosh by on the bridge above but they might as well be on
Mars.  The car is stopped next to a train yard.  We hear
the rumble of diesels nearby, the clank of freightcars.

We see the outlines of TWO COPS advancing through the beam
of the spotlight, their guns drawn.

                         JERIKO
                  (jumping out of the
                   car)
          Goddamn, now what you pull me over
          for?  If I was going any slower I'd
          be parked--

                         COP VOICE 1
          Get down on your knees and put your
          hands on your head.  Now!

                         COP VOICE 2
          Everyone else, out of the car and
          down on the ground.

Our POV comes up and out of the car.  Jeriko is
righteously pissed off.  He's not following orders.

                         COP VOICE 1
          Put your hands behind your head
          right now!

He goes along, madder than ever.  The cops get Replay down
on his knees as well, in the wet gutter next to the curb.

The cops are closer now.  We see that they are SPREG and
ENGELMAN.

                         ENGELMAN
                  (to us)
          Put your hands on the hood of the
          car and don't move.

We exchange a look with Diamanda.  Fucking cops.  But
Jeriko is winding them up.  Not giving them the pleasure
of the humiliation.  You can see it escalating.

                         JERIKO
          I suppose you stopped us cause you
          had suspects fitting our description
          in the area, what you're gonna tell
          me.  What was the description?  Two
          black males in a car?  Yeah, right,
          I heard that one before...

As Engelman pulls out Jeriko's wallet, looks at his ID,
Jeriko checks name tags.

                         JERIKO
          Well you stopped the wrong black
          male tonight officer... what is it?
          Spreg.  Officer Spreg.  Cause I'm
          the 800 pound gorilla in your mist,
          fucker.  I make more in a day than
          you make in a year, and my lawyers
          love to spend my money dragging
          sorry-ass Aryan robocops like you
          into court.  Get a man down on the
          ground with no probable cause.  Fuck
          you!

                         SPREG
          Shut the fuck up!

He kicks Jeriko down on his face.  Jeriko hits the ground
hard.

                         DIAMANDA
                  (yelling)
          Leave the fuck off of us, we weren't
          doing anything...

                         SPREG
          Shut up!  Don't make me walk over
          there.

Engelman shows the ID to Spreg, saying something we can't
hear.

                         SPREG
          You're that rap puke?  Jeriko One?
          You're the one getting all the
          gangbangers to form citizens groups
          and go downtown... trying to rake
          the LAPD over a cheese grater?

                         JERIKO
          That's right.  And you're gonna be
          in my next song, motherfucker, it's
          called Robo-Spreg.

Replay starts laughing.  Diamanda stifles a giggle.  Spreg
is white-lipped with rage.  Years of frustration coming to
a head.  Too many disciplinary actions, too many
suspensions, too little appreciation of the tough job they
do.

                         JERIKO
          It's a song about a cop who meets
          his worst nightmare, a nigger with
          enough political juice to crush his
          ass like a stink bug.  You're gonna
          be famous.

Spreg looks around the empty street.  Looks at Engelman.
Down at Jeriko, proned out on the pavement.  Replay's
laughter in his ears.

                         SPREG
          I don't think so.

And shoots him BLAM!  BLAM!  Twice in the back of the
head.  Just like that.

Diamanda screams.  Replay tries to roll to his feet.
Spreg shoots him twice in the stomach.  Replay is
screaming.  Rolling around, holding his guts.

                         SPREG
                  (shouting)
          Hey... I don't hear you laughing!

Engelman's yelling something at him we can't hear.  Spreg
turns, eyes wide with adrenaline.

                         SPREG
          Get the bitches.

Engelman hesitates and then spins toward us.  Diamanda is
screaming, backing away from Engelman.  Spreg shoots
Replay four more times.

We spin one-eighty and start to run.  Hear shots... BLAM!
BLAM!  BLAM!  Spin back... to see Diamanda dropping to her
knees.  Engelman shoots her again.  Then raises his gun
toward us.

We spin away.  The world becomes a kinetic blur.  The
sound of shots.  We see puffs of dust on the ground in
front of us.  Missed shots.  We tumble over a guardrail
and roll down an embankment... get up and keep running.

Train tracks ahead.  Looking back... here come Spreg and
Engelman down the embankment, overtaking us.  We hear the
thunder of a train... spinning again to look forward.
Freight-train doing fifty on the nearest track.  Almost to
us.

We leap forward.  Over the track.  The diesel roars past
behind us.  Looking back... a black wall of moving steel.
Backing away from it.

We see Engelman and Spreg crouching down... trying to aim
through the wheels.  Hear the impotent pop of their guns
over the roar of the train.

Turning to run again.  We see a tiny hole appear in a sign
right in front of us with a metallic SPANG.  Running and
running.

Looking back.  No pursuit.  Train still rolling by.  Can't
see the cops.  Running, running.  Heart pounding and lungs
heaving.  Sobbing sounds coming from somewhere, seeming to
fill the night.

Looking down... one shoe on, one shoe off.  Iris' hand
takes off the remaining shoe, clutches it to her chest.
We move forward into the dark train-yard as--

THE TAPE ENDS.

And Mace sits stone still.  Shakes.  For a beat.  And
another.  Then she tears the trodes off and throws them
across the room, near where Lenny is on the cellular.

                         LENNY
                  (into phone)
          Hang on.  Hang on, Max.
                  (looks at Mace)
          You see?

                         MACE
          I see.
                  (trembling)
          I see the earth opening up and
          swallowing us all.

                         LENNY
          Yeah I know.
                  (into cellular)
          So what do we do?

                                            CUT TO:

INT./ EXT.  MAX'S CAR - NIGHT

As Max drives along a crowded downtown street.

                         MAX
                  (into phone)
          Don't talk to anybody.  Anybody.
          You're invisible.  Okay?  Just meet
          me at Tick's in a half hour.  And
          Lenny... don't get pulled over.

                                            CUT TO:

INT.  CECILE'S APARTMENT - NIGHT

Lenny pushes "End" on his cellular and looks at Mace.  The
first-time impact of the Squid experience, and the killing
of Jeriko, still haunts her.  We've never seen Mace
scared.  But she looks scared now.

                         LENNY
          We got to make another copy of this.
          Little life insurance.

                         MACE
          You know what this tape could do if it
          gets out.

                         LENNY
                  (tucking Glock in
                   his waistband)
          I've got a good idea, yeah.

                         MACE
          People finding out... seeing... that
          the LAPD just flat out executed
          Jeriko One.  Jesus.  Maybe they
          ought to see.

                         LENNY
          Maybe.  But tonight is probably not
          the best night.  Come on, we're
          rollin'.

                                            CUT TO:

EXT.  CECILE'S APARTMENT - NIGHT

Cecile catches them on the steps as they are leaving.

                         CECILE
          Lornette, when you gonna stop laying
          off everything on me?  We had plans
          tonight--

                         MACE
                  (steely)
          Listen to me, little sister.
          There's something going on, and it's
          very big.  Now you've got to take
          care of Zander.  And stay off the
          streets tonight... you hear me on
          this?

Cecile gets the message.  She nods.

                         MACE
          Curtis.  What about you?  Do we
          understand each other?  You stay
          put.

                         CURTIS
          Yeah.  I'm wit it.

Mace and Lenny go on down the steps to the car.

                         CURTIS
                  (to Cecile)
          Damn!  She worse than you.

                                            CUT TO:

INT./ EXT.  CIVIC AND STREET - NIGHT

Lenny and Mace see helicopters circling as they maneuver
the dark streets.  Xenon searchlights crisscross the
rooftops nearby.  They see patrol cars passing on cross-
streets, lights flashing.  It feels like the entire LAPD
is looking for them.

Everywhere in the street there are small crowds, street
parties in progress.  People drinking and firing bottle
rockets.  The police watch everything.

                         LENNY
          So, let's see, I've got Tran's
          goons, some squidhead psycho and the
          LAPD all trying to kill me.  Happy
          new year, Lenny.

                         MACE
          Well, look at the plus side.

                         LENNY
          There's a plus side?

                         MACE
          Yeah.  You gave up your hot tub tape
          to save me.  That's real progress
          for you.

                         LENNY
          It was a tough call.

                         MACE
          I still can't square the psycho
          smarts of whoever did Iris with
          those two cops.

                         LENNY
          I don't think those cops did Iris.
          I think whoever Iris was wearing for
          killed her.

                         MACE
          Why?

                         LENNY
          To break the trail.  If those cops
          had gotten hold of her, they would
          have beat it out of her who she was
          wearing for, and then gone after
          them too.  Our killer is running as
          scared as we are.  Which makes him
          really dangerous.  Judging by how
          scared I am.

They pull up to the checkpoint; Lenny squirrels into the
seat, hiding in the shadows, as Mace flashes her security
pass and the cop waves them on.

Lenny lets his breath out slowly.

                                            CUT TO:

INT.  UNDERGROUND GARAGE/TICK'S VAN

Lenny and Mace pull in with a SQUEAL of brakes and park
the car.  Sound of rock music -- some kind of refried
psychedelia -- coming from Tick's van down the ramp.

Mace and Lenny get out, approaching the van.  Hearing
tires squeal, they turn to see Max pull up.  He gets out
wearing an ill-fitting rental tux.  Music louder, echoing
in the empty garage, even though the van is shut tight.

                         MAX
          Sounds like Tick's already
          celebrating.

                         LENNY
          You may be a little overdressed for
          this party.
                  (Lenny pounds on the
                   van door)
          Yo, Tick!  It's Lenny.  Open up!

Mace slips out her .380, on alert.

                         LENNY
                  (knocks again, then opens
                   rear van door)
          Tick, I got to talk to you, man...
          oh shit.

Tick's slumped in the back of the van with playback trodes
on his head.  He's breathing, but otherwise he's still.
Near lifeless.  A cyborg after a power outage.  All the
equipment in the van is trashed.

                         LENNY
                  (as he starts to
                   examine Tick)
          He's been cooked-off

                         MAX
          Is he dead?

                         LENNY
          No.  But his frontal lobes are like
          two runny eggs.  They put an
          amplifier in-line to boost the
          signal till it french-fried his
          brain.

Mace hits "Off" on the built-in CD player.  The sudden
silence is creepy.  Lenny gets right in front of Tick's
eyes, shouting at him, at the top of his lungs.

TICK'S POV: We see a roaring blizzard of inchoate static.
Somewhere in the middle of it is a suggestion of Lenny's
face, almost invisible.  We hear the tiniest ghost of his
voice, like a radio playing two blocks away.

                         LENNY
          He's totally cut off from the outer
          world.

                         MACE
          How long does it last?
                  (off Lenny's look)
          Oh.

                         MAX
          Those two psycho cops are on a
          slash-and-burn to find the tape and
          cover their tracks.

                         MACE
          This seems a little sophisticated
          for them.  These are not subtle
          guys.

                         MAX
          There's more to this whole thing
          than you think.

                         LENNY
          Whattya mean?

                         MAX
          All I'm saying... you don't know how
          high up the food chain this thing
          goes.  I've heard stuff.

                         LENNY
          What stuff?

                         MAX
          Smoke.  Rumors.  I've heard stuff
          about a death squad.  A group a guys
          loyal to the hardline school.  Guys
          that've had too many years of city
          hall and the review boards and the
          goddamn media pissing down their
          necks, suspending cops right and
          left, tying their hands... while
          outa the other side a their mouths
          these same people're squealing save
          us, save us, do something you
          fucking morons, crime is totally out
          of control.

Lenny takes this in.  All the fight goes out of him.  This
is just too overwhelming.

                         LENNY
          Jesus.

                         MAX
          Yeah.  So don't walk near me in
          public, alright.

                         LENNY
          Thanks, buddy.  See... things
          weren't bad enough.  They weren't
          fucking bad enough!

                         MACE
          The only card we have to play is the
          tape.  You know, we get it to the
          media somehow...

                         LENNY
          Yeah, right, blow it open.

                         MAX
                  (interrupting)
          Mace... no disrespect... but you run
          this on the 11 o'clock news, by
          midnight you got the biggest riot in
          history.  They'll see the fucking
          smoke from Canada.

                         LENNY
          Okay... what about Strickland?

                         MAX
          No.  Bad idea.

                         MACE
          Who's Strickland?

                         LENNY
          Deputy Commissioner Palmer
          Strickland.  The sanctimonious prick
          who busted me out.  His ass is so
          tight when he farts only dogs can
          hear it.  I know this guy.  If
          there's one cop who's not dirty
          it's him.

                         MAX
          Listen to me, Lenny... stay away
          from cops.  All cops.  You have no
          way of knowing who you can trust.

Mace looks from one to the other with a growing expression
of outrage.

                         MACE
          So you're saying we just pretend is
          didn't happen?  It happened!  The
          LAPD executed one of the most
          important black men in America!  Who
          the fuck are you to bury this?!

                         MAX
          Fine.  Do you want blood running
          waist deep in the storm drains?  The
          gangbangers'll spread like a wave
          through this city and burn it to the
          ground.  And when the fires start
          the street cops'll be capping off at
          anything that moves.  It'll be all-
          out war and you know it.

                         MACE
          Yeah, well maybe it's time for a
          war!

                         MAX
          You really want that on your head?

                         LENNY
          Hey, Max, Mace... whoa... time out.

                         MAX/MACE
                  (together/annoyed)
          What!?

                         LENNY
          Whoever killed Iris did Tick.  It's
          the same sick wirehead shit.  Same
          reason... to burn the trail.  If
          Faith knows anything about this, and
          I think she does, then she's on the
          list.  So... who's driving?

                                            CUT TO:

EXT.  RETINAL FETISH/ALLEY - NIGHT

Roadies are loading out gear through the back doors of the
club into a van in the alley.  Lenny and Mace ENTER FRAME
and we follow them between the roadies, going through the
doors into...


INT.  RETINAL FETISH

A grungy black corridor.  The thunder of music gets louder
with each step as Lenny and Mace walk down the corridor
with purposeful strides.

Through chainlink partitions and banks of dark equipment,
Lenny catches glimpses of the stage.  He can see Faith in
a blue-white spotlight.  She is a whirling dervish,
convulsing with the divine madness of her music.  Beyond
her, beyond the lights, in the gloom... Lenny can just see
Tran and his entourage.  Dressed in tuxes, they look out
of place... clearly on their way somewhere else as the
evening progresses.

Faith whirls to a stop as the band crashes in a final
downbeat.  The spotlight goes out and the set is over.

ON TRAN, clapping.  Watching.

NEARBY, Max arrives through the crowd, scanning for
Tran... spotting him.

BACKSTAGE... FAITH, bathed in sweat, walking along a dark
corridor backstage.  WE TRACK WITH HER, as she walks
through the shadows, like a fighter returning from the
ring, soaked and breathing hard.

A HAND shoots from a black doorway and covers her mouth,
pulling her into the shadows.  Terrified for a split
second... before she recognizes that it is Lenny.  He
pulls her into the room and closes the door.  It is Tex
Arcana's VJ control room, full of monitors and constantly
changing graphic images.  Tex is not there.

                         FAITH
          Lenny!  Jesus!  You scared the Hell
          out of me.

Faith sees that Mace is standing there, in the shadows,
waiting.  She turns back to Lenny with a frown.

                         FAITH
          What's going on?

                         LENNY
          Faith, we know about Jeriko.  Iris
          made me a copy of the tape.

                         FAITH
          Oh God, Lenny.  I was trying to keep
          you out of this.

But she seems relieved now that he knows, now that there
is someone to talk to.

                         LENNY
          How did it happen?  What was Iris
          doing riding around with Jeriko
          wearing a wire?

                         FAITH
          We should talk alone.

                         LENNY
          No.  Mace is in this.

                         MACE
          Tell us.

                         FAITH
          Tran's gotten obsesses with
          playback, a total wiretrip junkie.
          And he's such a control freak, he's
          been having people followed,
          videotaped... recording his business
          partners' calls.  Wiring up people
          left and right.

                                            CUT TO:

INT.  CLUB/MAIN FLOOR

Tran looks at his watch and gets up from the table,
impatient.

                         TRAN
          Let's go get her.  We're late.

Max shows up suddenly, right in front of him.  Stopping
him.

                         MAX
          Tran, listen.  I was wondering how
          you want me to work it tonight, down
          at the Bonaventure.  You want me
          downstairs at the party or upstairs
          at the suite?  Where you going to
          be, mostly?

                                            CUT TO:

INT.  TEX'S ROOM

While Max stalls, Faith talks.

                         FAITH
          Tran and Jeriko weren't getting
          along.  He was afraid Jeriko was
          getting ready to dump him, but he
          wasn't sure, so he started with the
          surveillance.  A couple nights ago
          he wires up Iris and sends her and
          the other girl, Diamanda, over to
          Jeriko's table.

CUT TO: TWO NIGHTS AGO, Iris, wearing a wig, leaves Tran's
table with Diamanda and moves toward... a booth in the
Retinal Fetish where Jeriko One sits with Replay.  Iris
stands over Jeriko for just a moment.  Then he nods,
smiles a little, and moves over to make room for her in
the booth right next to him.

                         FAITH
          That night Iris calls up, freaking.
          She comes over and Tran watches the
          tape.  He just loses it.  He can't
          believe the disaster she's gotten
          him into.  He's terrified the cops
          will beat it out of her who she was
          working for, and come looking for
          him.

CUT TO: TRAN'S LOFT as a tear-streaked and frantic Iris is
telling Tran about how the cops tried to kill her (we
don't hear).  Tran backhands her furiously, his face thin-
lipped with rage.  She crumples to the floor, sobbing.
Tran keeps looking at the squid tape in his hand like it's
poison.

                         LENNY
          Kinda guy you can count on in a
          pinch.

                         MACE
          Why didn't he just go public with
          the tape?  Save himself that way.

CUT TO: An image of Tran burning the squid tape.  It
blazes in his hand and he hurls it into the fireplace like
a venomous snake.

                         FAITH
          The scandal would wipe him out.  If
          it got out that he had his own
          artists under surveillance... he'd
          lose all his other acts.  He'd be
          over.

Now we see Tran, more composed, comforting Iris.  He wipes
at her tear-streaked face.  Hands her a wad of bills.

                         FAITH
          So finally he gives Iris some cash
          and tells her to check into the
          hotel under a wrong name till he
          figures out what to do.

                         LENNY
          Yeah... he figured out what to do
          all right.

                         FAITH
          You think Tran killed her?

                         LENNY
          The killer knew right where she was.
          Because he put her there.

                         FAITH
          What a nightmare.

                                            CUT TO:

INT.  MAIN FLOOR

Tran impatiently gestures to Corto.

                         TRAN
          Go get her, Joey.  Stupid bitch.
                  (to Max)
          We'll talk about this later.

                                            CUT TO:

INT.  TEX'S ROOM

Mace is getting the sixth sense feeling that seconds
count.

                         MACE
          Come on.  We're out of here.

Lenny gets close to Faith, taking her face in his hands.

                         LENNY
          Leave here with me, right now.

Mace sighs heavily, rolls her eyes toward the ceiling.
Faith considers her options.  Then she smiles at him.

                         FAITH
          Okay, Lenny.  My guardian angel.

Faith hugs him, and he clutches her.  Mace locks her jaw
and looks away.  This is hard for her.

                                            CUT TO:

INT.  CORRIDOR

Mace leads the way, with Lenny following, gripping Faith's
hand like Orpheus leading Eurydice out of Hell.  They push
through shapes of people in the thundering dark corridor.
Half-lit, in alcoves, far-gone wireheads loll in semi-
consciousness.  Faith looks back and sees:

TRAN'S POSSE rounding a corner... spotting them.  They
start shoving through the crowd like juggernauts, knocking
protesting people out of the way.

Mace, Lenny and Faith break into a run, pounding down the
corridor.

Behind them, Duncan leads the charge.  Suddenly TEX ARCANA
shoots into the hallway, intentionally blocking their path
with his wheelchair.  Duncan crashes over him, toppling
the chair, and they both sprawl to the floor.  Vita,
Beemer and Corto go around the sprawl.

Tex, like many legless men, has incredibly strong arms.
Lenny looks back to see him pounding Duncan's head against
the floor...

                         TEX
          Teach you...
                  (pound)
          to mess with...
                  (pound)
          a helpless cripple!

Lenny et al reach the main floor of the club where they
shove through the buffeting crowd amid strobe-flashes and
a wall of sound.

Behind them we see Corto and Beemer hurling partiers
aside, cutting a swath, while Vita moves like a mongoose
through tall grass.  Mace drops back, going tail-end-
Charlie... her bodyguard mode kicking in.

ON LENNY AND FAITH, charging through the jostling crowd,
Lenny is looking back, then he looks ahead and...

TRAN is right in front of him.  In the whirling shapes and
colors of the crowd, he is an island of composure in a
white tux.  He holds a glass of champagne in one hand, the
bottle in the other.  In one lightning-fast move he
uppercuts with the bottle, clipping Lenny under the jaw.
Faith screams as Lenny staggers.  Tran swings again,
smashing the bottle over the back of Lenny's head.  Lenny
sprawls on the floor amid champagne foam and glass.

Lenny, blood flowing in his eyes, rises blearily to see
Faith being pulled away by Tran, who has her arm twisted
viciously behind her back.  They go around a chain-link
divider and double back, heading for the exit.  Lenny
staggers to the chainlink, sagging to his knees again as
Faith passes within a few inches of him.  He slips down
the chainlink, into unconsciousness, as her image is lost
in the pounding darkness.

Mace gets to him through the crowd, and then whirls like a
cat as the Posse arrives.  She stands guard over him like
a rabid dog, her .380 auto straightarmed and covering them
expertly.  Corto eyes her with hatred.  The stitches on
his nose and the bruised swelling are a reminder of his
last run-in with her.  He backs off.

                         CORTO
                  (to the others)
          Not here.  Lets go.

They back off, fading into the crowd... catching up with
Tran at the exit.

Mace watches them recede.  Then she bends to Lenny.  Max
arrives a moment later and they lift him to his feet.

                                            CUT TO:

EXT.  RETINAL FETISH/ALLEY - NIGHT

Max and Mace support a semi-conscious Lenny, hustling him
to the car.  As they are putting him in the car, TWO LAPD
OFFICERS come through the crowd, eyeing the bleeding
Lenny.

                         MAX
          Everything's cool.  Too much to
          drink.

Lenny picks this moment to slump sideways, falling half
out of the car.  The squid tape of the Jeriko kill falls
out of his jacket pocket and clatters to the pavement.
Mace's eyes go wide.  The boot of one of the cops is
inches from it.

                         MACE
          Yeah, uh... he slipped on the
          stairs.  We're taking him to
          emergency.
                  (to the nearest cop)
          Excuse me.

The cop steps back, giving Mace room to push Lenny back up
in the seat.  She surreptitiously kicks the tape under the
car, over to the driver's side.

                         COP
          Go to Cedars.  It's closest.

Mace nods and goes around the car.  Max starts asking them
questions and the cops turn away, distracted.  She picks
up the tape and gets in.  Closes the door.  Let's out a
big breath.

                                            CUT TO:

INT.  PARKING GARAGE/BONAVENTURE HOTEL - NIGHT

A line of expensive cars waiting to valet park.  Tran's
limo jumps the line and swoops up parallel to the elevator
doors.  The posse get out, scowling at the valet who
swallows his protest.  Tran emerges, helping Faith out
with a firm grip on her arm which he does not release as
they head for the elevators.

They push through a group waiting for an elevator... men
in tuxes, women in gowns and diamonds.  The elevator opens
and Tran's entourage sweeps inside.  Beemer and Duncan
block any civilians from entering.


INT.  ELEVATOR

They ride in silence a moment.  Faith is pale, her jaw
clenching.  Tran has her arm in a tight grip.  There is a
march-to-the-gallows feel about the moment.

                         FAITH
          Well, I'm certainly in the mood for
          a party.

                         TRAN
                  (to Wade)
          Take her up to the suite.
                  (to Faith)
          Have a glass of champagne... or
          six... I'll be up in a while to help
          you ring in the New Year.

                         FAITH
          I live for the moment.

The elevator doors open, revealing...


INT.  FOYER AND BALLROOM

The heart of the MILLENNIUM L.A. New Year's ball.  A
glitterati event in full swing.  Red carpet, minicam
lights and paparazzi.  Limos pulling up outside four deep.
Movie stars rubbing elbows with politicos, music movers
and shakers chatting with city hall types.  This is a
party to celebrate the millennium, sure, but its main
function is to celebrate the celebrants: if you're here,
there's no need to be anywhere else.  There is a heavy
police presence, as well as lots of private security.

Tran exits the elevator with Vita Minh, Joey Corto and
Duncan.  They wedge through the crowd, Tran smiling.
Nodding to people he knows.

                                            CUT TO:

INT.  CECILE'S APARTMENT - NIGHT

Lenny is in a chair in the kitchen, listening to Max on
the cellular.  He is holding a dish-towel full of ice
cubes on his scalp.  It is soaked with blood and his
Armani jacket and silk shirt are spattered.  Mace lifts
the ice pack to check that the bleeding has stopped.

                         MACE
          You are a pussy-whipped sorry-ass
          motherfucker, you know that?

She slaps the ice pack back down.

                         LENNY
          Owww!!  Take it easy.
                  (to phone)
          Uh huh.  So where are they now?

                                            CUT TO:

INT.  BALLROOM/BONAVENTURE HOTEL

TIGHT ON MAX, leaning against a pillar.  He looks over his
shoulder, around the column.

MAX'S POV: through a dense throng of glitterati we see
Tran and his entourage seated at a table, holding court
with music types and politicos.

                         MAX
          He's got her up in the room, under
          guard.  And he's still working the
          party... acting smooth like nothin's
          nothin'.  So buddy... I say we work
          a trade.

                         LENNY (V.O.)
          What do you mean?

                         MAX
          Give him the tape.  See?  It's
          fucking brilliant!  The tape for
          Faith.  I know he'll go for it.  I
          can set it up.

                         LENNY (V.O.)
          This is what we laughingly refer to
          as a plan, right?

                         MAX
          Come on!  If he gives us any shit,
          we kill 'em all.  Whattya say?
                  (same old Max)
          Just get your butt down here.  If
          I'm not at the shindig downstairs
          go to the room.  It's 2203.  You
          writin'?

                                            CUT TO:

INT.  APARTMENT

On Lenny, at the table.  He dabs his finger in the blood
on the ice pack and writes the number on the table top.

                         LENNY
          2-2-0-3.  Got it.  Stay on her.

                         MAX (V.O.)
          I intend to.

Lenny punches END.  Mace looks at the number written in
blood on the white formica.  Her eyes ratchet up, boring
into Lenny.  Not noticing, he gets up, still woozy, and
staggers to his wardrobe bag across the room.

                         LENNY
          Okay, we gotta get over there.
                  (opens the bag)
          Can you borrow a dress from Cecile
          or something--

                         MACE
          I'm not going.

                         LENNY
          Whatya mean?  We're going!  Tran's
          gonna do her right there unless--

                         MACE
          Lenny... shutup.  Just park your
          mouth and listen.  It's a set-up.
          Think about it!  Why's he been
          sending you tapes?  To freak you,
          get you to rush in without thinking.
          Then they put one in you, put one in
          her, put the gun in your hand...
          crime of passion.  This guy's bent
          enough to think of that.

Lenny nods, hearing what she is saying.

                         LENNY
          That sounds right.
                  (but it changes
                   nothing)
          I'm going.

He reaches into his wardrobe bag... pulling out the box of
"Faith" tapes and setting it aside, then pulling out the
suit.  Mace's frustration explodes as anger.

She grabs his shoebox full of tapes.  Holds them up to
him.

                         MACE
          You gonna get yourself killed for
          this?  This toxic-waste bitch!

She dumps the box of tapes on the floor.  She starts
stomping on them with one heel, crunching several into
junk.

                         LENNY
          What the fuck are you doing?!

Lenny freaks out and scrambles to pick them up, trying to
stop her, push her away.  They struggle for a pathetic,
tragic moment.

Mace snaps.  She grabs him by the lapels and swings him
around, slamming him back against a wall.

                         MACE
          Lenny!  This is your life, Lenny!
          Right here.  Right now.  This is
          realtime... not playback.  Real...
          time.  Time to get real.  Understand
          what I'm saying... she doesn't love
          you.  Maybe she did once, I don't
          know, but she doesn't now.  These
          are used emotions.  It's time to
          trade them in.

Mace's tone becomes more gentle.  We see that her outburst
is, beneath it all, coming from a place of compassion.

                         MACE
          Lenny, memories were meant to fade.
          They're designed that way for a
          reason.

Lenny seems to crumple.  He knows he has to let go.  But
it is so painful.

                         LENNY
          Have you ever been in love with
          somebody who didn't return that
          love?

Mace gives him a look like, jeez Lenny, are you dumb
sometimes.

                         MACE
          Yeah.  Lenny.  I have.

                         LENNY
          It didn't stop you from loving them.
          Right?  Or understanding them, or
          being able to forgive them...

                         MACE
          I guess.

                         LENNY
          And it didn't stop you from wanting
          to protect them.  Did it?

                         MACE
          No.  It didn't.

Lenny's eyes are brimming with tears.  He makes no attempt
to hide it... doesn't brush them away.

                         LENNY
          I worked Vice, Narcotics... Violent
          Crimes... and I saw every known
          depravity.  I was lost, Mace.  In
          outer darkness.  Then I busted this
          strung-out little teeny-hooker.
          When I met Faith she was just
          another runaway giving twenty dollar
          blowjobs to buy crank.  Another lost
          soul.

                         MACE
          You never told me.

                         LENNY
          But she was different.  There was a
          light in her eyes... and she had
          this voice.  It was scary, all that
          pain coming out of that little body.
          Like she could take all the hurt and
          rage of the entire world and lift it
          up to heaven in one voice.  I helped
          her.  And I promised her that I'd
          always be there... to protect her.
                  (long pause)
          See?  It's not about what's in her
          head.  It's what's in mine.  I can't
          let go of the promise.  It's...
          like... it's all I have left.

                         MACE
          No, it's not.

Mace takes his face in her hands.  She kisses him lightly
on the cheek, where the tear-track is.

                         MACE
          Come on, Lenny.  Let's go to a
          party.

                                            CUT TO:

EXT.  STREET AND BONAVENTURE HOTEL - NIGHT

11:07  P.M.

IT IS THE MOTHER OF ALL PARTIES.  IN AN AERIAL SHOT we see
there must be 100,000 people jamming the closed streets of
downtown L.A.  Arc lights sweep the sky.  There are two
outdoor bandstands, with live music pounding.  There are
lasers, strobe-lights.  People are literally dancing in
the streets... if they can move at all.  Huge projection
video screens are set up all over the place.

LA is connected to other cities all over the world by
satellite, sharing in the celebration in different time
zones.  The excitement has been building all evening as
midnight sweeps across the country toward the West Coast.
It looks like a U2 concert 10 blocks long: a multimedia
blow-out.

Madness in the streets.  And Lenny and Mace are stuck in
it.  The Civic can't move in the middle of this millennial
Mardi Gras.  People swarm around, pounding on the Civic as
they go by, or press their faces against the glass.  It
may be the party of the century, but it looks like the
middle of a third world revolution.

                         MACE
          That's it.  Let's bail.

And she's out of the car, leaving the keys, ignoring the
protesting horns behind her.  And we see that she's
wearing a short black cocktail dress.  Lenny comes around
the car, through the wild crowd.  He's in his other suit.
Snappy.

Mace unselfconsciously hikes up her dress and slips her
.380 auto into a holster velcroed to her leg.  She pulls
the dress down and you can't see the gun, hidden between
her upper thighs.

In fact, it looks like she couldn't be concealing a
quarter anywhere on her body.  The dress is cut low at the
top and high at the bottom, showing plenty of muscular
legs.  High heels doing great things for her calves.  Her
braids now loose and full, like a mane.

Lenny glances at Mace and does a double take.  He is
caught by a sudden realization:

                         LENNY
          Mace... you're a girl.

                         MACE
          Good, Lenny.  I can see why the
          detective gig didn't work out.  Come
          on.

They push their way through the swirling mass of humanity.
Mace moving like a wedge, security training coming to the
fore.  The whole street is vacuum-packed with people.
Filled with cars deserted in the general euphoria, an
unparted Red Sea of man and machine.

They will move through the various strata of society as
they work their way in to the party's inner sanctum.  It
is like all of LA, from poorest to richest, compressed
into a few square blocks.  There are cops everywhere.
Cops on motorcycles, cops in cars, cops in riot gear.

Lenny scopes out the security at the front entrance...
metal detectors, cops... plus you have to have a 500
dollar-a-plate ticket.

                         LENNY
          Got your ticket?

                         MACE
          No.  They must have sent it to my
          beach house by mistake.

Lenny motions toward the back of the hotel and Mace
follows.  They pass a uniformed cop who is standing thirty
feet away, his back to them.

REVERSE ANGLE: It is SPREG.  His black eyes scan the
crowd.

                                            CUT TO:

INT.  HOTEL KITCHEN

ON LENNY AND MACE moving with purpose through the vast
steaming factory of the kitchen where a thousand dinners
are being prepared.  They are ignored by the bustling
staff.

                                            CUT TO:

INT.  HOTEL BALLROOM

Lenny and Mace emerge from a service door into the
glitterati crowd, heading into the ballroom.

They scan the room.

                         LENNY
          You see Tran?

                         MACE
          Uh unh.

Lenny whips out his cellular and recalls Max's number.  He
hears the phone connect.  It starts to ring.

LENNY'S POV... as the crowd parts for a moment.  He sees
PALMER STRICKLAND talking to a city-hall type.  Lenny
turns away before Strickland sees him.

                         LENNY
                  (to the ringing
                   phone)
          Come on, Max.  Come on, buddy...
                  (two more rings)
          Damnit.

He looks around now.  Starting to feel the creeping edge
of panic.  No Tran.  No Max.

                         LENNY
          Alright.  We're going up.

                         MACE
          And do what?  Take on his whole
          posse?

                         LENNY
          I still got one ace to play.  Tran's
          got what I want... and I've got what
          he wants...

Lenny pulls the Jeriko tape out of his breast-pocket and
holds it up.  Mace just stares at him completely outraged.

                         MACE
          That's the original.  There are no
          copies.

                         LENNY
                  (not getting it)
          Exactly.  That's why it's a make-
          able deal.

Mace gets very, very close to Lenny, and her voice drops
to an odd, cold... lethal-sounding... growl.

                         MACE
          Look.  That tape is a lightning bolt
          from God.  It's worth more than you,
          more than me, more than Faith.  You
          understand?  It can change things.
          Things that need changing before we
          all go off the end of the road.  And
          you do not have the right to use it
          for currency.
                  (Lenny's eyes are
                   wide)
          You go... you go alone.  This is
          where I draw the line.  I care about
          you Lenny... a lot more than you
          know... which makes us both pretty
          stupid.  But you pawn that tape, you
          mean nothing to me.

Lenny doesn't know what to say.  Tough choice.  He
clenches his jaw...

And turns away.  He strides into the crowd, heading for
the lobby and the elevators.

ON MACE, watching him go.  Wanting to run and stop him.
But she's said what there is to say.  She turns away,
desolate and churning with emotion.  The moment lengthens
as she wrestles with it.  You see her fury, her sadness...
and her protective instincts.  Her resolve fails her.
Ultimately, she must protect him if she can.

                         MACE
          Ah, hell.  Lenny--

She turns, running toward the lobby.  And...
BOOM.  Slams into him.  He came back.

Lenny takes her hand and puts the tape in her palm.
Closes her fingers on it.

                         LENNY
          See that guy?
                  (pointing)
          The one with the ramrod up his ass.
          That's Strickland.

Mace follows his look to Strickland, across the room.

                         LENNY
          Take it to him.

                         MACE
          A cop?  You want me to trust a cop?!

                         LENNY
          No.  Trust me.

He unclips his playback deck from his belt and hands it to
her.

                         MACE
                  (nodding slowly)
          Oh boy.
                  (she takes a deep
                   breath)
          What if you're wrong?

                         LENNY
          Then we'll be right where we are
          now.

                         MACE
          Yeah, right.  Fucked.

                                            CUT TO:

INT.  BONAVENTURE ELEVATOR

It is a glass-cage scenic elevator, running up the outside
of the building.  10th floor.  The last passengers step
out.  When the doors whoosh closed and Lenny's left alone
there's only the sound of Muzak Christmas carols.  The
elevator rises, the lights of LA spread out below.  He is
hyperventilating.

                                            CUT TO:

INT.  HOTEL BALLROOM

Mace threads her way past tables circling a dance floor
full of dancers and makes her way through celebs air-
kissing each other.

But as she gets near Strickland's table, he stands up and
excuses himself.  He starts toward the men's room.  And
Mace follows him.

                                            CUT TO:

INT.  MEN'S ROOM/HOTEL

A few guys in tuxes tending to themselves.  Strickland
enters, crossing to a urinal.  He unzips.

Mace steps up beside him.  Guys behind her looking on,
slack-jawed.  Mace pays no attention to them.  Strickland,
stern and flinty-eyed, raises one eyebrow.

                         STRICKLAND
          Yes?

She puts the playback deck on top of Strickland's urinal.
He scowls.

                         MACE
          There's a tape in there you need to
          see.  I mean right now.

While see is looking at Strickland, a young LAPD OFFICER
comes out of a stall, and goes to the sink.  He glances in
the mirror at Mace.

                         STRICKLAND
          If it wasn't New Year's Eve, I'd
          arrest you for possession of illegal
          equipment--

                         MACE
                  (interrupting)
          Just look at the tape!  You want to
          know who killed Jeriko One?  Go in
          the stall right now and hit Play.

The young cop steps up behind her.

                         YOUNG COP
          Sir, is there a problem here?

Mace turns.  Oh shit.  She backs away from them.

                         MACE
          Damn!  I knew it--

Strickland motions with his eyes and the cop grabs for
her.  Mace twists viciously out of his grip, knocks him
down and vanishes out the door.

STRICKLAND hefts the recorder, pondering it.  His
expression is opaque.

                                            CUT TO:

INT.  HALLWAY/BONAVENTURE HOTEL

Lenny comes out of the elevator.  Standing at the corner,
where he can watch the elevators and the corridor, is Wade
Beemer.  Lenny doesn't break stride.  Just walks toward
Beemer.  He's not afraid anymore.  He's pissed off.
Beemer moves toward him.

                         LENNY
          Now, Wade, can we talk here, like
          two human beings--

We think he's starting the usual negotiation.  But when he
gets in range he lets fly with a line-drive right,
straight into Beemer's face.  We're talking a John Wayne
haymaker punch.  He staggers back, surprised and dazed,
and Lenny knees him right in the gut as hard as he can.

He drops to his knees, sucking wind.  Lenny draws his
Glock and puts it behind Beemer's ear, pulling a pair of
handcuffs off his belt.  Okay, we're starting to believe
he might have been a cop once.

                         LENNY
          It's not personal.

                                            CUT TO:

INT.  BALLROOM

Mace, moving fast as she can through the crowd and past
the tables when...

... she's grabbed by DUNCAN.  He gets her in a good tight
come-along.  Like any good security person, the hold is
not so obvious that the party around them is disrupted.
VITA MINH steps up next to her, closing ranks.

MACE IS WALKED around behind the bandstand.  Joey Corto
walks up to her, looking mean and smug.

Mace twists one hand free and snaps it out in a blur.  Her
open palm breaks Corto's nose with an audible crunch.
Corto screams and grabs his face.

                         CORTO
          Aw, not the fucking nose!!

She slams her foot down on Duncan's instep and snaps her
head back simultaneously in a reverse head-butt.  He keeps
the hold.  Mace drives her free hand back into the
approximate position of his nuts.  Even though Duncan
looks like he bench-presses Buicks, this has the desired
effect.

Mace jerks away from him, shoving him back through a
buffet table.  Vita draws a knife in a lightning move
but...

Suddenly Mace is standing there with her dress hiked up
and her pistol straight-armed, with the muzzle right in
her face.  Vita says the smartest line of the night.

                         VITA
          Hey, enjoy the party.

Mace spins and sprints through dumbfounded glitterati, her
gun innocuously tight to her side.  She spots a red "Exit"
sign above a fire door and goes through.

                                            CUT TO:

INT.  STAIRWELL AND PENTHOUSE/BONAVENTURE

Lenny closes the stairwell door, giving us a quick glimpse
of Beemer handcuffed to the steel railing.  Lenny moves
down the empty corridor.

He approaches suite 2203.  The door is ajar.  Always a bad
sign.

                                            CUT TO:

EXT.  STREET - NIGHT

Mace finds herself back in the millennium madness, among
the street crowd who don't even notice her.  She holsters
the gun and moves away from possible pursuit.  The sky
explodes with purple light as huge fireworks go off
overhead.  A crack like thunder follows.  Then more
flashes.

The countdown to midnight has begun.  The party is
building to a crescendo.  It seems to have a surreal,
nightmarish quality.  She passes a MIME in a clock suit,
who keeps adjusting the hands closer to midnight.

                                            CUT TO:

INT.  SUITE 2203

As Lenny enters the suite.  It is very quiet.  Dark.

Lenny's heart is pounding.  He moves through the luxurious
suite, gun in the low-ready position.

Lenny can barely breathe from the tension.  He notices
that one balcony door is open.  The roar of the crowd
comes in like the sound of surf from far below.  Fireworks
explode across the sky, and the cheers sound like distant
screams of slaughter.

His feet crunch on broken glass... a shattered champagne
bottle.  A lamp is knocked over.  He reaches the door to
the bedroom and looks in.  The room is empty.  The bed is
unmade, the bedspread and sheet pulled off.  This isn't
right.  None of this is right.

                                            CUT TO:

EXT.  STREET PARTY/HOTEL

Mace is scanning warily as she circles the hotel, looking
for a way back in.  She turns and sees ENGELMAN in the
crowd, not twenty feet from her.  He is looking right at
her.  Not recognizing her for a moment.  Then... he
realizes who she is.

He starts toward her and Mace pushes people out of the
way, breaking into a run.  Engelman charges after her,
pulling out his rover to call Spreg.

                                            CUT TO:

INT.  PENTHOUSE/BONAVENTURE

Lenny looks back at the living room.  Suddenly he notices
something on the coffee table.  It is an envelope, with
NERO hand-printed on it.  He is drawn to it, hypnotically.
He opens it...

... and with a nightmarish sense of destiny a SQUID TAPE
falls out into his hand.

                                            CUT TO:

EXT.  STREET - NIGHT

Now both Spreg and Engelman are stalking Mace through the
crowd.  Spreg catches a glimpse of her running and he
charges after her, like a bull, with his gun drawn.  He
hammers through anybody that gets in his way.

Mace kicks off her high heels and goes flat out, an Indian
runner.

Sprinting through the crowd, she sees an apparition ahead
of her... a guy wearing Death's Head make-up and a black
shroud, carrying a huge cardboard scythe in one hand and a
doll (New Year's Baby) in the other.  Death watches her
pass.

                                            CUT TO:

INT.  PENTHOUSE/BONAVENTURE

LENNY, moving as if he's in a trance, puts the trodes on
his head.  TIGHT ON THE PLAY BUTTON as his finger punches
down.

IN POV we approach room 2203.  It is the familiar
monochromatic vision of the killer.  Our hands open the
door quietly with a keycard.  We enter the suite.

Some of the lights are on.  We see Faith out on the
balcony.  Watching the sea of madness below.  She comes
back in, carrying an empty champagne glass.  She grabs a
bottle off an end-table and up-ends it.  Empty.  She hurls
it across the room, and it shatters against the wall.

We approach her, standing with her back to us.  Closer.
Only a few feet now.  She whips around, startled.  Gasping
loudly.  But then... she recognizes the wearer.

                         FAITH
          Oh.  I didn't hear you come in.

THE RECORDING STOPS, in a blast of static.  Lenny jerks at
the discontinuity in the input, he is so keyed up.

THE RECORDING RESTARTS: A new image resolves out of
static.  Faith is pushed roughly down on the bed.  We
climb onto the bed, straddling her, and she gasps.  We
turn her onto her back.

She has been blindfolded.  The Wearer goes SSSHHH.  A
warning.  Like the hiss of a snake.  Our hands seize her
wrists and handcuff them one by one to the iron frame at
the head of the bed.

The hands go out of sight and then reappear holding a set
of trodes.  They are placed on her head... the spidery
gecko-hand device almost disappearing in her black hair.

LENNY'S guts have turned to water.  He is shaking his head
in horror...

                         LENNY
          No, no, no...

IN POV we see one of our hands come up holding the yellow
plastic razor knife.  The blade clicks out to its full
length.

Our hands reach down and slowly slit her dress open,
starting between her breasts and going down out of sight.
She groans, squirming away from the cold knife.  The
killer's hands open the material, exposing her white body,
which in his peculiar vision is pure ivory.  The knife
deftly cuts off her panties.

We unbuckle our pants and reach for her, grasping her
hips, pulling her to us.

ON LENNY, gagging.  Overcome by revulsion and horror,
mixing obscenely with the pleasure flooding into him from
the tape.

BACK TO POV as we pull our belt out of the belt loops of
our pants and wrap it around Faith's neck.  Faith begins
to pant in tiny rapid breaths.  We tighten the belt
slowly.

LENNY tears the trodes from his head.  He clutches his
stomach, gasping for breath.  Carrying the playback deck,
he staggers into the bedroom... to the bed.  He stares
wildly around the room.

One whole wall of the bedroom is mirrored.  In the mirror
he spots a shape, on the floor beyond the bed.  It is
covered in the bed sheet, but it is clearly a human form,
propped up against the wall on the far side of the night
stand.  He missed it in his earlier look from the bedroom
door.

Lenny moves around the bed and reaches down to the foot of
the figure, grasping the edge of the sheet with a
trembling hand.  With horrified apprehension he pulls on
the sheet.

It reveals the head and upper body of... Tran Vo.

The last thing he expected.  Lenny leans close and sees
that Tran is breathing shallowly, but his eyes are vacant.
He looks like Tick did.

Lenny sits on the bed and puts the trodes back on.  The
fireworks and screaming outside sound like some
nightmarish war, like the sound of the world coming to an
end.  But all Lenny cares about is what's on the tape.  He
hits PLAY.

THE POV CONTINUES where it left off.  Faith's body lurches
with the Wearer's thrusts.  His hand tightens the belt.

Lenny feels the climax building.

Faith's body shakes as the killer comes... she cries out
herself, in pain... or is it?  The killers hand releases
the belt.  We see Faith gasping for breath and moaning.

Suddenly the POV whips sideways to the mirrored closet
doors along one wall.  In the mirror is a reflection of
the bed and on it Faith.  And on her...

... MAX.

Pants down, her legs pulled up around him.  They are both
gasping for breath, spent, following their shattering
orgasms.  He runs his hands over her sweat-slick belly.

LENNY is stunned beyond his power to imagine.  He does not
have the strength or the will to stop the tape.

IN POV Max's hands remove her blindfold.  She looks right
at us, still gasping with the aftershocks of her pleasure.
Max's hands undo the handcuffs, freeing her.  She reaches
for us, her eyes glittering with sated lust.  We slump
forward onto her, and her face fills the POV.

                         FAITH
          I love you.

Lenny is reeling with these revelations.  His best friend
is the killer.  And the woman he loved loves him.  But the
tape is not over...

THE POV CONTINUES as Max's eyes whip around in response to
a sound behind them.  The bedroom door is opening.  Tran
is standing there, stunned.  Maybe the first time he's
ever been surprised in his life.  What a way to start.

Like lightning we are off the bed snatching our .45 from
the night stand and whipping around... putting the muzzle
right in Tran's face.  We pull him roughly across the
room, too stunned to resist.

                         TRAN
          You're going to die, you're both
          going to fucking die.

We slam him back against the mirror wall and jam the
muzzle of the gun right in his mouth: a deadly gag.  Using
the gun we push him down until he is sitting on the floor
with his back to the mirror.

Our eyes whip to Faith.  She is freaking out.  We see
Max's reflection in the mirror as he talks to her, talking
fast.

                         MAX
          This piece of puke hired me to kill
          you, baby.  Do you believe that?
          Isn't that right, Tran?  You
          pinhead.

                         FAITH
          Oh my God.  I don't believe this is
          happening.

                         MAX
          Believe it.  Now bring me the
          trodes, baby.  Come on, quick.

                         FAITH
          What're you going to do?

Still in a kind of stupor, she hands him the trodes.  Max
puts the trodes on Tran's head, then pulls something out
of his pocket.  It is a booster box.  He plugs it into the
deck.  He takes the gain control and cranks it all the way
up.  He's setting up a cook-off.  Tran's eyes go wide when
he figures that out, starts to splutter.

                         FAITH
          You can't just... kill him.

                         MAX
          I'm not.  Just a little poach job.

                         FAITH
          Jesus.

                         MAX
          Hey, he was going to kill you.  And
          this ratfuck paid to have Iris
          killed, to save his own sorry ass.

Tran freaks at that point but Max jams the gun deep into
his throat, up to the trigger guard, choking off his
words.

                         MAX
          You shut the fuck up, right now,
          I'm gonna pull this fuckin' trigger!

K-BANG!  Faith shrieks, thinking Max shot him.  But it's
just the start of the fireworks outside (remember all this
has already happened relative to Lenny entering the
suite).

                         MAX
          Look, baby, it's now of never... the
          guy is a known input junkie, so a
          little OD won't surprise anybody.
          It's the only way we can be
          together.  You know it's true.

                         FAITH
          My God.

We don't know if her reaction is to the horror of what is
about to happen, or to the realization that she has the
capacity to let it happen.

                         MAX
          Here's how much I love you, baby.

She stares, transfixed, as Max reaches for the deck.  He
punches PLAY.  Max puts his hand over Tran's mouth to
muffle his screams as the input hits his brain like a
screaming chainsaw of static from Hell.  The screaming
outside, the pandemonium, give the moment a special
madness.

The POV turns, looking out the window... staring fixedly
at burst after burst of brilliant fireworks.  Like the
fireworks inside Tran's head.

THE TAPE ENDS.

Lenny takes off the trodes.  He is wrung out, drenched
with sweat.  We see that there is a figure standing in the
doorway behind him.  Lenny turns, not surprised to see Max
there with his .45 aimed at Lenny's chest.  Max's surgical
gloves look incongruous with his tux.

                         MAX
          Don't make any assumptions about our
          friendship, Lenny.

Lenny stands up, slowly.

                         LENNY
          No.  I suppose not.  I didn't know
          you were colorblind, Max.

                         MAX
          Only way I could stand your ties.

Max moves up to him cautiously, and takes the Glock out of
Lenny's waistband.

                         MAX
          I'll have that.  Glock 22.  Nice.

                         LENNY
          Where's Faith?

                         MAX
          I sent her to the party.  I figured
          I'd wait up here until you killed
          Tran.

                         LENNY
          What makes you think I'm gonna kill
          Tran?

Max looks out the window at the fireworks.  Waits for a
flash, knowing that the bang will follow.  Keeping his own
.45 on Lenny, he aims Lenny's Glock at the catatonic Tran.
BLAM!  One right into Tran's forehead.  The crack of
thunder from the fireworks masks the sound.

                         MAX
          You just did.

                         LENNY
          Jesus!

                         MAX
          You know, statistically that's the
          second most common word people say
          right before they die.  Shit being
          number one.

Max sticks Lenny's Glock in his waistband, keeping his own
.45 trained on Lenny.  Lenny knows the next bullet is for
him.  He does what he does best... talk.

                         LENNY
          So... I killed Tran.  Then you ran
          in, being on his payroll, and shot
          me.

                         MAX
          That's pretty much the way it
          happened.

CUT TO FAITH in the living room, moving silently up to the
edge of the door frame.  She looks through the crack
between the door and the jam.  Her POV: Max with the gun
on Lenny.

                         LENNY
          Wait a minute.  Now I'm remembering.
          I killed Iris too, didn't I?

                         MAX
          That's right.  They'll find the
          original of her snuff clip in your
          apartment.  The one I left for you
          at the club was a copy.

                         LENNY
          Was I a really busy guy?  Did I do
          Tick too?

                         MAX
          You bet.  Did you like it?

Lenny drops the cutesy role.

                         LENNY
          So why Max... why d'ya have to do
          Iris?  She never hurt anybody.

CU FAITH, reacting to this.

                         MAX
          Picture it... I feel like I gotta
          share this with somebody.  It's too
          perfect.

                         LENNY
          I won't say anything.

                         MAX
          I know.  So, I'm working for this
          puke, right?  And he says he'll pay
          me quite large to do the hooker.
          But also I gotta do his bitch
          girlfriend cause she knows the whole
          score and she's totally out of
          control.

Lenny nods.  Starting to see it.

                         MAX
          Only he doesn't know about me and
          Faith.  So I say to myself, if I
          turn the job down, he just gets
          somebody else.  And I lose Faith...
          to coin a phrase.  So to buy time, I
          do the skank.  I still gotta do
          something about Tran... I figure
          it's him or me... but I can't cap
          him without a chump to take the
          fall.  And who better than his
          girlfriend's loser ex-boyfriend... a
          known criminal... who has been seen
          hassling them in public numerous
          times.

                         LENNY
          And who was, regrettably, also your
          best fucking friend.

                         MAX
          No plan is perfect, Lenny.  Hey,
          cheer up.  World's gonna end in ten
          minutes anyway.

                         LENNY
          You must be so pleased, I followed
          your jellybean trail right here,
          like a good little chump.

                         MAX
          You got froggy on me a couple times.

CUT TO: The Underground Garage, where Tick has been
cooked-off.  We see Max running his number on Mace and
Lenny.  Lenny buying it.

                         MAX (V.O.)
          I thought that riff about the Death
          Squad was pretty good.  I hadda keep
          you from bringing the cops into it.

AND BACK again to REAL TIME.

                         LENNY
          So there never was a death squad.

                         MAX
          Naawww.

                         LENNY
          Just those two loose-cannon cops
          running around covering their butts.

                         MAX
          Yeah.  Pretty zany, huh?  All this
          shit caused by a random traffic
          stop.  Hey... nothing means nothing.
          You know that.  Look around... the
          whole planet's in total chaos.  You
          gotta take what you can, while you
          can.  Cause some shitbird can come
          up and put a fuckin' .22 in the back
          a your head any second.

CUT TO: A brief, violent flash from the Jeriko tape: Spreg
shoots Jeriko.

                         LENNY
          How did you hook up with Faith?

                         MAX
          This dink hires me a month ago to
          eyeball her, right?  But Faith knows
          me from you, right, so she comes up
          to me and says, 'Hey Max why you
          following me?' I say, 'I'll buy you
          a drink and explain.' And she says...

                         FAITH
          'So, do you enjoy watching me?'

Max turns and sees her in the doorway.

                         MAX
          You were supposed to go downstairs,
          baby.

                         FAITH
          I know.  I don't always do exactly
          what I'm told.
                  (she walks slowly
                   toward them)
          So I said, 'Do you enjoy watching
          me?'  And you said -- come on Max.

                         MAX
          I said, 'Yeah.  I'd even do it for
          free.'

                         FAITH
          Uh huh.  And I said, 'That's good,
          because I like the feeling of
          someone watching me.  I acquired
          the taste from Lenny.'

Lenny looks between Faith and Max, feeling like the
asshole of the western world.  Faith moves up close to
Max.  She puts her hands lightly on his shoulders,
caressing them.  Max grins, realizing she is 100% with
him.

                         MAX
                  (to Lenny)
          And then she said, 'Since we're
          going to be spending so much time
          together--'

                         FAITH
          'We might as well make the best of
          it.'

                         LENNY
                  (crushed)
          Jesus, Faith.

Faith runs her hands appreciatively over Max's shoulders
and arms.  Then, in an eyeblink, she grabs his forearm in
both hands and deflects the gun.

                         FAITH
          Lenny!!

Lenny jumps in, wrestling Max for the gun.  Faith pulls
the Glock out of Max's waistband and throws it across the
room.

                         MAX
          Fucking bitch!!

BLAM!  BLAM!  Max fires wildly, trying to hit Lenny, who
is just barely keeping the muzzle out of his face.  Faith
grabs Max's hair, trying to pull him away...

His "hair" comes off in her hands.  A prosthetic wig,
containing the squid-net array.  Max's head is shaved to a
Sinead O'Connor stubble.  He looks demonic, grimacing with
effort as he struggles with Lenny.

He continues firing.  The shots hit the mirrors.  ANGLES
of the reflected images of them shattering.  Faith,
screaming, reflected, her face fragmenting into shards.
The crystal chandelier shatters, reigning glassy snow on
them from above.

Max is stronger and heavier than Lenny, but Lenny has one
advantage: Max has managed to make him really angry.
Lenny gives a guttural cry and drives Max backward into
the doorframe.  They tumble together into the living room,
falling together over the couch.  Lenny pounds Max's hand
against the glass coffee table, shattering it.  He forces
Max's hand along a glass edge, cutting it, and Max drops
the gun.  Lenny reaches for it, but Max kicks it away a
split-second before his hand touches it.  It skitters
under the couch, out of play.

Max punches Lenny brutally in the face, then in the gut,
and grabs him with both hands.  He hurls him against the
wall.  Lenny staggers off the wall into several vicious
punches from Max.  We feel the tide turning.  Lenny goes
down to one knee.

Max pulls out his knife and flicks it open.  Lenny throws
a lamp.  Max ducks and charges through.  Lenny spins away
from the downthrust.

The knife embeds itself in his shoulder blade, sunk into
the bone.  Lenny punches Max in the throat and jerks away,
pulling the knife handle out of Max's hand.  Max tackles
him and they crash together through a sliding glass door
onto the balcony.  Explosion of flying glass.

Max pulls a dazed Lenny to his feet and rushes him
backward toward the railing.  At the last instant, Lenny
twists with all his strength and spins Max into the
railing, using his weight against him.  He pushes hard and
Max topples.

As he is going over, Max grabs Lenny's tie, pulling him
over.  Max is dangling 12 stories above the oblivious
crowd, his entire weight hanging from Lenny's tie.  Lenny
has one arm and one foot hooked around the railing, and he
is being strangled by the tie.

Lenny is starting to black out.  In agony he gropes with
his free hand to his own shoulder blade, finding the
handle of the knife.  He jerks it out of himself.  Max
sees it coming a split second before it happens.

Lenny slashes the knife across the tie, just above Max's
hands.

Max takes the express elevator to Hell.  He hits 12
stories down, on top of a video truck.

Lenny stands there panting, bleeding down the back of his
jacket.  Faith runs to the railing and looks down.  All
the strength goes out of her legs.  She sags to the floor.
Fireworks continue to boom across the sky.

Lenny looks down at her, gazing at the object of his
quest.  She looks up at him, her wet eyes seemingly at the
bottom of a deep well from which he cannot save her.

He turns and walks away.  It's hard.  But he keeps
walking.

                                            CUT TO:

EXT.  STREET - NIGHT

DOWN BELOW, in the madness of the crowd, we move with
Spreg as he searches for Mace.  He sees her from behind,
walking near one of the stages.  He moves up behind her,
aiming his pistol at the back of her head.  She turns
and...

... it isn't Mace.  Another girl in a similar dress.
Spreg curses and looks around.

Engelman catches a glimpse of Mace running.  He points to
her position and Spreg charges after her.  He has his
baton laid back along his forearm and is clubbing people
out of the way as he runs.

Mace sprints barefoot through the crowd, pushing people
out of her way.  Strobe-lights from the stage and flashes
from the fireworks give the crowd a nightmarish look.

Spreg fires at her.  People drop, their screams drowned
out by the pandemonium.  The gunshots don't register above
the concussions from the fireworks.  No one notices the
shootings.  Spreg continues to fire, missing her as people
block his shots.  Mace won't fire back in the crowd.

ON SPREG, coming to a stop at the base of a lighting
tower.  He has lost sight of her.  He starts to reload his
pistol.  Mace comes up to him silently from behind the
tower and hammer punches him behind the ear with the butt
of her pistol.

Spreg comes around with a roar, slamming the baton across
her forearm.  Her .380 clatters to the ground.  Mace
bodyslams him back against the steel tower, smashing her
palm up under his chin.  His head raps off the metal.
Mace is like a she-panther.  She rips the baton out of his
hands and cracks him once across the windpipe.  He drops
to his knees, gagging and unable to breathe.

A shot hits the metal space-frame next to her head.  She
spins to see Engelman, charging toward her.  Before he can
fire again she drops behind the kneeling, gasping Spreg,
using him as a human wall.  She clamps an arm around his
neck, controlling him, and pulls his tazer from his belt.

She shoots Engelman in the chest from 8 feet.  He
convulses and drops instantly to the pavement, flopping
like a fish.  She holds the current on him while she goes
over and kicks his gun away.

She takes Engelman's cuffs from his belt.  Spreg glares at
her through the blood running into his eyes.  She raises
the baton.

                         MACE
          All the way down!  RIGHT NOW!!

He slowly drops to the pavement, face down.  Now that
she's got them both proned out, she quickly handcuffs one
of Spreg's hands to one of Engelman's.

The crowd of partiers stares.  Can't believe what they're
seeing.  Mace takes Spreg's cuffs and attaches his other
wrist to the base of the tower.  That's when THREE LAPD
COPS in riot gear burst through the surrounding crowd and
see a black girl crouching over two of LA's finest with a
police baton.  The cops advance toward her.

                         MACE
          Wait.  Let me tell you what's going
          on here--

The nearest shoots her with a tazer.  She spasms and goes
to her hands and knees.  One of the cops kicks her down.
She cries out, trying to explain, but she can't get the
breath as the batons start to fall.  The crowd around them
watches fascinated, gasping.

Mace sees another cop arrive and start to uncuff Spreg.

                         MACE
          NO!!  NO!!!

They crack her with their batons, telling her to stay
down.  Another one kicks her in the stomach.

A BLACK KID in the crowd leaps onto one of the kicking
cops.

And then they come out of the crowd... one, then three,
then half a dozen.  Just normal people... black, white,
Latino people... that can't watch this happen any more.
They jump the cops, swarming them, wrestling them down.
It becomes a brawl.

Then cops are running in from everywhere.  We see the
trigger point of a full-scale riot.  Cops in full riot-
gear, with Lexan shields, push the crowd back, clearing a
space.  A helicopter XENON comes straight down from above,
like the divine light of God.

Mace hugs herself, at the center of it, unable to get up.
Within seconds there are twenty cops there, and more on
the way, forming a human wall.  They get the crowd settled
down.

Through the phalanx of riot cops comes Palmer Strickland
and several ranking officers.  He surveys the scene.
Strickland looks down at Mace and then at Spreg and
Engelman, who are getting to their knees, though still
handcuffed to each other and the steel tower.  The beat
extends... Strickland unreadable, face stern as Moses.
Then...

He points at the two prone cops.

                         STRICKLAND
                  (to the nearest
                   officers)
          These two are under arrest for
          murder.

Strickland looks Spreg in the eye and holds up Lenny's
squid tape.  Spreg and Engelman react, knowing they are
over.  The helicopter Xenon gives the whole moment an
otherworldly quality.  Like they are in some celestial
court of judgment.

                         STRICKLAND
          Get some medical attention for this
          woman.

Lenny pushes through from behind Strickland.  He runs to
Mace and kneels next to her.

                         LENNY
          Are you okay?

A trickle of blood runs down her face.  She nods weakly
and reaches for him.  They hug, then they both wince in
pain.  Mace sees the cops running in to arrest Spreg and
Engelman.  One of them unhooks Spreg from the tower.

                         MACE
          I got 'em, Lenny.

ENGELMAN LUNGES, grabbing a gun from the holster of the
closest cop.  He waves them back with it.  Then puts it in
his mouth and fires.

He topples against Spreg, spraying him with his spurting
blood.  Spreg clutches him, lowering him to the ground,
bathing in his blood.  You see him going insane, right at
that moment.  His face is suddenly demonic.

SPREG, the street-monster cop, RISES IN SLOW MOTION.  His
glare is fixed on Lenny and Mace.  He has Engelman's gun
in one blood-drenched hand.

Lifting the dead weight of Engelman by the handcuff, he
begins to drag the body, lurching toward Mace.  He keeps
the pistol down along his side.  Spreg exists at the
center of a circle of cops who don't know what to do.  He
has a gun so they can't rush him.  But he's a cop, so they
can't shoot him.  Several officers shout at him to drop
the weapon.  You barely hear them over the pandemonium of
the crowd, the helicopter, the fireworks.

                         LENNY
          SHOOT!

Like a scene from a nightmare the blood-drenched Spreg,
completely unhinged, lurches toward them.  Engelman's body
slides over the ground, leaving a snail-track of blood a
foot wide.

                         SPREG
          YOU FUCKING NIGGER BITCH!!

He raises Engelman's pistol, points it at her and...

Lenny throws himself across her, turning his back to take
the fire, and...

POW POW POW!  The LAPD executes Spreg in a hail of fire.
He drops like a sack of cement.

The smoke clears.  Lenny blinks... realizing he is alive.

He faints.  Mace shakes him, thinking he is shot.  He
opens his eyes.

                         LENNY
          Yeah, what?

CUT TO SEVERAL MINUTES LATER.  Mace and Lenny are being
escorted through the crowd by Strickland and a number of
cops who part the rowdy mob before them.

Lenny and Mace are both limping, bruised, cut up.  Lenny's
arm is drenched with blood from his shoulder wound.  They
support each other like two soldiers after a battle.

Mace sees Faith... FAITH, escorted by a couple of cops,
passing near them.  She is in handcuffs and her eyes are
dull.  Mace turns back to Lenny...

                         MACE
          Are we under arrest?

                         LENNY
          Naw.  They just have to ask us a
          few questions... for about six
          hours.

They pass DEATH, with the (plastic) BABY still in his
arms.  Life out of Death in the endless continuum.  Lenny
pushes the scythe out of the way so they can get past.

They reach a row of police cars and an ambulance.  The EMT
guys run to Lenny, helping him painfully out of his suit
jacket.  Strickland motions Mace toward a waiting squad
car.  Lenny sees...

The CLOCK MIME, who smiles at him and puts his hands at
midnight.  We hear a roar passing through the crowd.  A
huge chanting and cheering, that becomes thunderous as
everyone begins to shout the countdown to midnight.

                         CROWD
          TEN!  NINE!  EIGHT!...

Lenny and Mace look around... the wonder of it sinking in.

                         CROWD
          SEVEN!  SIX!  FIVE!...

Mace and Lenny let it wash over them... the deliverance
from darkness.

                         CROWD
          FOUR!  THREE!  TWO!  ONE!  HAPPY NEW
          YEAR!

The exultation of the moment flows through them as the
people lift their voices in a great cheer.  Balloons are
released, confetti and streamers fly in a blizzard.
Couples grab each other and kiss passionately.

                         MACE
                  (grinning)
          Hey, Lenny.  We made it.

                         LENNY
          Yeah.  We did.

She hugs him.  Then pulls back.  Friends... yes.  And
always.  But there's that line that she can't cross.  Only
he can do that.

                         MACE
          Well...
                  (she shrugs)
          Get going.  You're still bleeding.

                         LENNY
          See you downtown.

                         MACE
          Yeah.  See you there.

TRACKING WITH LENNY as he walks toward the ambulance.
They open the back door for him.  The walk is
hallucinatory... with confetti falling like snow, and the
hysteria of the crowd.  He looks back at Mace as the
paramedics help him up into the ambulance.  The back doors
close.

ON MACE, watching him go.  A cop gently takes her arm,
opening the squad car door for her.  She turns away, her
face sad amid the exultation of the crowd.  She gets into
the back seat.  The door slams.  Strickland gets in next
to her.  The driver starts the car.  They start to move,
and...

There is pounding on the glass, startling her, and...
The door is wrenched open...
A hand comes in, grabbing her arm, pulling her out...

Lenny.  His eyes are full of emotion.
He grabs her in his arms, fiercely, and kisses her... like
there's no tomorrow.  She grabs his head and won't let him
break, even if he wanted to, which he doesn't.

Strickland, in the car, rolls his eyes and looks at his
watch.  Reflex.  Because if there's one time you don't
need a watch, it's...

12:01  A.M.  JANUARY 1, 2000

PULL BACK AND UP as Lenny and Mace stay locked together,
while the cops wait for them, and the world begins again.

                         THE END
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