Collateral 2004 screenplay by Stuart Beatti and Michael Mann

FADE IN:

slide past in a 400mm lens. Then, entering a plane of focus is VINCENT. He walks towards us...an arriving passenger. Suit. Shirt. No tie. Sunglasses and expensive briefcase say "confident executive traveler." The suit's custom-made but not domestic. His hair and shades are current, but it would be difficult to describe his identifying specifics...grey suit, white shirt, medium height. And that's the idea...

CLOSE BEHIND VINCENT

OVER his left shoulder, walking through milling travelers towards the distant wall of metal and glass, sunlight streaming at him...

ANOTHER BUSINESSMAN

- suit, blonde crew cut - walks to camera. Same sunlight, but it hits him from the side. His trajectory is from the left. His eyeline is slightly right. Just now, he looks down at a ticket in his hand...

OVER VINCENT'S LEFT SHOULDER...

right now something catches Vincent's eye. And the two men bump into each other...

TWO-SHOT...

VINCENT

You okay? Sorry...

Vincent puts down his briefcase. The man has a similar briefcase.

MAN

(North London working-class accent)

Yeah, yeah, I'm fine, mate. Enjoy LA...

VINCENT GRABS THE BRIEFCASE OF THE MAN

with the North London working-class accent. And continues towards the exit. Was it an accident? Was it a brush pass? The Man's accent signified nothing to us except one thing: foreign origin.

VINCENT

approaches until he's in ECU...

CONTINUED:

OVERHEAD SHOT: VINCENT

up from the bottom of the frame, departs across the floor with the yellow tile, until we lose him into the milling hundreds of Angelenos, heading out into Greater LA and its eighteen million people.

CREDIT SEQUENCE:

Images wipe across the screen, kinetic and abstract, floating and dreamlike in SLO-MO:

Shades of yellow. Ribbons of silver. Shimmers of chrome.

Headlights sweeping past, flaring to white. Brake lights flashing, halating red. Reflections of overhead fluorescence flowing like liquid along windshield glass...

SOUNDS are dreamlike and abstract, reverberated and discordant, bouncing off concrete walls: car doors OPENING and CLOSING. Brakes. A BABBLE of multi-lingual crosstalk.

Racing Forms. A Farsi newspaper. African hands on a Blackberry. Max's hands do The New York Times crossword. A West African speaks French into a cell phone. Metallica in a headset. Hip-hop, Norteno...

Mechanics hands change tires, replace air cleaners, close a hood.

ORANGE and YELLOW FORD CROWN VICTORIAS are wiping screen. We find ourselves in a busy garage at change of shift. A balletic convergence of arriving and departing cars. One's door's flung open...

enter. They wipe the seats with paper towels and 409...a DMV LICENSE fitted into the small Lexan holder. On it is a picture of Max.

Lights being checked. Indicators. Hazards. Switches. Similar to a pilot doing an aircraft check list. Fast. All fine.

REVEAL NOW: MAX'S BRIEFCASE

He opens it, preparing for his workday. CD caddy of personal mixes goes on a visor. Spreadsheet peaks out a worn Mercedes S500 brochure, clipped open. A submarine sandwich from Subway.

CONTINUED:

LONG LENS: OTHER CABBIES - OTHER FACES

load-in. Southern California diversity - some unshaven, swapping stories, counting cash, one stands on the passenger seat to shout over the roof to his pal, spills his coffee, couldn't care less...

Not Max. His cab is fly. Among cabbies he is GQ.

And as CAR HORNS BLARE. AD LIB BANTER. CABBIES SHOUT. Max gets behind the wheel, closes the door...

...and WHAM! The noise evaporates. Welcome silence. Max takes a moment to savor it.

CONTINUED:

He starts the engine. RAP MUSIC BLARES from the radio. Max turns it off.

He dumps a CD into the changer. MOZART SONATA fills the cab. From the open briefcase, Max also pulls out one last thing...

A TATTERED POSTCARD

which depicts the whitest sand and bluest sea you can imagine. A dream place. An endorphin-releasing groove. Limitless horizon. It's the Maldives Islands in the Indian Ocean.

MAX

slips the postcard under the rubber bands on the visor. He can see it whenever he wants to. But not now. He flips the visor up, puts the car in gear and pulls out.

CUT TO:

northbound on the 405 or Harbor Freeway, an on-ramp to the east 105. It's all magical in the light. Max's cab, rocketing along circulinear ramps into complexity of five traffic streams...

...harsh reality intrudes. Max is driving a YOUNG PROFESSIONAL COUPLE with carry-on bags, having a heated argument about...

MAN

...it's always you. Why is everything always directed at you...?

WOMAN

...everything is not "always about me." He was being sarcastic and you goddamn well know it...

MAN

...I'm sorry, I didn't hear it that way...

WOMAN

...oh, bullshit! How about the dig about the makeover...?

MAN

...what do you want me to do, punch the guy out? I work with him. And you're perfectly capable of taking care of your own......

CONTINUED:

WOMAN

(interrupts)

...well, last I checked, you were sleeping with me, so unless you wanna start fucking him, I suggest...

Max endures it silently, invisible as furniture. He doesn't exist as far as his passengers are concerned...

...as Max drops an elderly Asian couple in Little Saigon...

Up ahead, he sees a cluster of CHINESE GANGBANGERS in their early 20's wearing cheap suits, white shirts and no ties. Some guy gets pushed to the ground, punched and kicked while four or five watch, amused.

Max's first instinct...

MAX

Hey, leave-up on him, man...

One GANG MEMBER, eating take-out with chopsticks, hears, turns, sees Max.

GANG MEMBER

Say what? What you lookin' at, bitch? (stream of hot Cantonese)

He throws his food container. Another throws a beer bottle. Max hits the accelerator as the bottle bounces off the rear windshield...

by the freeway. Mexican murals are coated with a patina of corrosion from the fumes. We find Max cleaning Chinese take-out off his cab with the water hose while the gas pump CLICKS OFF. The Attendant he's known for five years finishes a taco.

ATTENDANT

(in Spanish)

How'd you get the chop suey all over the cab?

MAX

(in Spanish)

I didn't. The cab got in a fight with a gang of Chinese Cholos.

ATTENDANT

(in Spanish)

There's been sprouts by the passenger door.

CONTINUED:

Max hangs the nozzle back, gets in the car...

Max slips his credit card into the briefcase. We glimpse the Mercedes S500 catalogue again. And Max flips the visor down, staring at the island. Soothed by the blue.

We're seeing the most private of Max's rituals, the one he doesn't share with anybody.

Now, he starts hustling for calls by posting himself in a nearby zone. See Max work the computer. He bids and gets a next load.

DISPATCHER

(get language)

CUT TO:

OMIT

OMIT

presumably, has dropped a load in front. He fills out his trip sheet. A pedestrian businessman asks directions to LAX. Max ad libs, directing him to the people-mover.

Yellow cylindrical stairs...a pretty young WOMAN descends into the interior lobby.

Max finishes his notation.

The young WOMAN detours through media and the rush-hour crowd while talking rapid fire into a cell phone, starts toward Max's cab, waving at it...

Max doesn't see her, starts to pull away.

She gives up, turns toward a green City Cab behind her, but it just picked up a load.

Then, Max catches sight of her and stops. Red taillights.

She turns and starts for the cab.

We SEE Max regard her in his rearview mirror. He ejects a CD and loads a different one.

ADDENDUM: WILD DIAL FOR ANNIE ACTION while Annie's on the cell phone to UNHEARD LEGAL ASSISTANT/TRANSCRIBER...

ANNIE

I need it transcribed...

ASSISTANT'S VOICE (UNHEARD)

Off of what?

ANNIE

Off the line sheets.

ASSISTANT'S VOICE (UNHEARD)

Why?

ANNIE

'Cause I think it's him on there. In the gold Lexus on the cell. If it is, he's enhanceable, 'cause of priors in the late '80's...

ASSISTANT'S VOICE (O.S.)

What about tomorrow afternoon?

The woman, ANNIE FARRELL, enters the cab. Everything about her says "serious professional" from her suit to her briefcase and purse. Still on her cell, her attention is focused on the call.

ANNIE

...no, the transcriptions need to be done by seven a.m.. Period. Okay?

MAX

How ya' doin'? Where to?

ANNIE

Downtown. 312 North Spring Street. Take Sepulveda to Slauson to La Brea. La Brea north to 6th into downtown.

Max pulls away from the curb, starts the meter and turns left.

ANNIE (CONT'D)

(into cell phone)

So you'll be up late. I'm pulling an all-nighter, too. Save the tears.

She ends the call, starts to check her voicemail on her phone. Max's eyes in the rearview mirror...

CONTINUED: (2)

MAX

I'll take 105 east and up the 110. It's faster.

ANNIE

(doesn't look at him)

What?

MAX

(louder)

105 to the 110 is faster.

ANNIE

110 turns into a parking lot around USC.

MAX

This late, the 110 is moving, but La Brea north of the Santa Monica is jammed.

ANNIE

110 north of the 10 you get people going to Pasadena and they drive slow.

MAX

That's why I jump off at Grand. (looks at her) But, hey, surface streets is cool. That's what you want, that's what we do...

Annie looks up for the first time. Skeptically...

ANNIE

Are we taking bets? What if you're wrong?

MAX

Your ride is free.

ANNIE

You got yourself a deal.

Max's cab maneuvers easily through light traffic past golf driving ranges.

Annie glances up from a legal brief, noticing the lack of traffic.

Annie glances up from a legal brief, noticing the lack of traffic.

CONTINUED:

ANNIE

Go ahead, say it. Go ahead.

MAX

...lucky with the lights.

ANNIE

You weren't "lucky with the lights." What you were was right. I was wrong... (glances at his license) ...Max.

She sets the brief aside, eyes tired anyway. She notices the MUSIC playing faintly up front. Bach's "Air on a G String."

ANNIE (CONT'D)

You mind turning this up?

Max doesn't mind at all. He tweaks the volume up. Annie leans her head back to listen, closes her eyes.

MAX

You like Bach?

ANNIE

(nods)

I used to play this piece in high school.

MAX

Let me guess. Woodwinds?

ANNIE

(smiles)

Viola. I never had the lungs for wind instruments.

MAX

Could'a fooled me, the way you were unloading into that cell phone.

ANNIE

(laughs)

Different instrument... (beat) You know, if you'd only listened to me, we'd be all bogged down in traffic right now, and you would have made an extra five bucks.

MAX

Yeah? Keep it. Buy yourself something. Go wild.

CONTINUED: (2)

ANNIE

(off his silence)

A gentleman. I thought chivalry was a necessary casualty of gender politics...

MAX

Not a big thing, you know...?

ANNIE

How many cabbies get you into an argument to save you money?

MAX

There were two of us. I killed the other guy. I don't like competition...

She's charmed by his deadpan.

ANNIE

You take pride in...being the best at what you do...?

MAX

This? (hesitates) This is temporary. You know. Pays the bills. I fill in with this. I WILL be the best at what I do, but that's something else.

ANNIE

What else?

MAX

I'm setting up something...

ANNIE

Like tell me...?

MAX

...limo company I'm putting together. Island Limousines. An island on wheels. So I'm part-timing until I get delivery, Benzes off leases, work up my client lists, staff up, all that...

An uncomfortable beat. He turns the conversation back to her:

MAX (CONT'D)

You like being a lawyer?

CONTINUED: (3)

ANNIE

You psychic?

CONTINUED: (4)

MAX

I'm starting an 800 hotline. (off her look) Caught your phone call. And even if I hadn't, there's the dark pinstripe. Elegant, not too hip, which rules out advertising, plus a top drawer briefcase, that you live out of, purse looks like a Bodega...

ANNIE

(laughs)

Bottega.

MAX

...Bottega. Guy gets in my cab with a machete? I figure he's a sushi chef. You? Clarence Darrow.

Annie can't help laughing.

ANNIE

Not quite. He worked defense. I'm a prosecutor...

MAX

Big case?

ANNIE

Yeah.

Max's cab slides in to the curb. Beat. Still a lot of pedestrian and car traffic, people heading home for the night.

smile fades as she gazes up at her building, some anxiety comes back.

ANNIE

You got us here fast...

She digs in her purse for the fare.

MAX

You never answered my question. You like what you do?

ANNIE

(hedging)

Yeah.

CONTINUED:

MAX

But not right now...?

ANNIE

(nods)

No, I do...like I can't wait. ...I love standing up in that courtroom. (hesitates) At the same time...I always get this clenched-up thing the night before the first day...

MAX

Clenched-up how...?

ANNIE

(beat)

I think I'm gonna lose. I think I suck. I think my case sucks. I haven't prepared enough. My exhibits aren't in order. People are gonna figure out that I don't know what I'm doin'. And I've had this charade going for years. I represent the Department of Justice of the United States government and my opening statement is gonna fall flat at the really important point and the jury's gonna laugh at me. (beat) Then I cry... I don't throw-up. A lot of people throw-up. I have a strong stomach. (beat) Then I get it together. And rewrite my opening statement. Work the exhibits. For the rest of the night. That's my routine. (looks up with a smile) In the morning, it starts. I'm fine.

Max is focused on her eyes.

MAX

You need a vacation.

ANNIE

(faint smile)

I just had...a vacation. On the Harbor Freeway.

She takes money out of her purse.

CONTINUED: (2)

MAX

No. Not in a cab. You need your head straight, gotta get your unified self up, get harmonic...you know...

ANNIE

When was the last time you took a break?

MAX

I take little ones all the time.

ANNIE

How often?

MAX

Dozen times a day.

He flips the visor down, revealing the postcard of white beaches, clear green water. It's the first time he's shared this with anybody:

MAX (CONT'D)

Maldives Islands. It gets heavy, I take five. Go there.

CONTINUED: (2)

On impulse, he slips the postcard free and offers it to her.

ANNIE

No, I couldn't take that...I couldn't.

MAX

Yes, you could. You need it more than I do. (off her hesitation) It helps. I promise.

She accepts the postcard, surprised and touched. Her gaze lingers on his for a moment. She holds it.

ANNIE

Wow. Thanks for everything, Max...

MAX

Sure thing.

She gets out of the cab, starts to walk away...

...but turns back, ducking into the cab's window. Looking a bit flustered, she pulls a business card and offers it to him.

ANNIE

In case you ever...I don't know...wanna start an investigation of a Fortune 500 company or argue cab routes or something...

And with that, she goes towards the three assistants waiting for her outside the revolving door. Max is left somewhat stunned, holding her card. He glances down at it:

ANNIE FARRELL ASSISTANT UNITED STATES ATTORNEY CRIMINAL DIVISION CENTRAL DISTRICT OF CALIFORNIA

Meanwhile...

A hand punches a sequence of numbers into a keypad. The garage is visible beyond. The lock unlocks. We see it is Vincent who walks into the steel interior staircase from the garage.

emerges from the interior staircase into the lobby in his good suit with the expensive briefcase. Casually, he glances to his right. We don't know why...

CONTINUED:

OVER VINCENT

in front of him is a guard station and a row of tumbrils that require an identity card to not trigger and alarm. Vincent produces his card, scans it across the top.

CONTINUED: (2)

The indicator goes GREEN. Vincent slips the card into his briefcase and walks through, towards the bank of elevators. However, he doesn't take an elevator. He walks past them towards an escalator down to the street. Why did he walk into, through and out of the lobby of the building?

FRONTAL CLOSE: VINCENT

and PAN RIGHT with him as he and we start a descent on the escalator from the stone foyer to the street level.

PAST VINCENT'S HEAD,

riding the "up" escalator is Annie Farrell and the group of lawyers. Vincent looks at her, appreciatively, then away.

OMIT

exits, approaches us, and ARM DOWN to include the yellow top of Max's cab...

Max still holds Annie's business card, marveling at it and her. From the FRONT...

VINCENT

Hello?

MAX

(glances back)

Uh, yeah...

And Max can't hide his eyeline and interest...

VINCENT

Let's go to... (Max isn't paying attention) You free? Or...

Vincent starts towards another cab pulling up...

MAX

Yeah, yeah, sorry...

Vincent gets in.

CONTINUED:

MAX (CONT'D)

Where to?

VINCENT

452 South Union Street.

pulls out, starts the meter.

VINCENT

(checks his watch)

How long you think this'll take?

MAX

Fourteen minutes.

VINCENT

Fourteen? Not fifteen? Not thirteen?

MAX

Two minutes to get onto the 101. Transition to the 110 to the 10 and exit on Normandie is four minutes. North on Normandie is five minutes. Two minutes to South Union 'cause there's roadwork. Thirteen plus one for "shit happens."

Vincent checks his watch.

VINCENT

Mind if I time you? (Max shrugs) What do I get if you're wrong? A free ride?

MAX

An apology.

Max heads for the 100 on-ramp.

MAX (CONT'D)

...I already offered up the free ride today.

VINCENT

To who?

MAX

...some girl.

CONTINUED:

VINCENT

Did you ask her out?

Vincent's read Max's mind. Max hadn't thought it through that far. Now that he does, reality sinks in. Annie's out of his league and he knows it.

Gone forever, Max jams her card under the rubber bands on the visor.

CUT TO:

Max's cab zooms across, heading out of downtown.

Max changes the subject.

MAX

First time in LA?

VINCENT

No. To tell the truth, whenever I'm here, I can't wait to leave. Too sprawled-out. Disconnected. You know...? But that's me. (beat) You like it here?

MAX

It's home.

VINCENT

17 million people. This was a country, it would be the fifth biggest economy in the world. But nobody knows each other. Too impersonal. But that's just me...you know... (beat) I read about this guy. Gets on the MTA, here, and dies. Six hours he's riding the subway before anybody notices. This corpse doing laps around LA, people on and off, sitting next to him, nobody notices.

MAX

I see your point. Yeah...

Vincent glances around the cab.

VINCENT

Cleanest cab I've ever been in. Your regular ride?

MAX

Yeah. I share it with the dayshift guy.

VINCENT

Prefer nights?

MAX

People are more relaxed, you know? Less stress, less traffic, better tips.

VINCENT

You get benefits?

CONTINUED:

MAX

Like sick leave?

VINCENT

Retirement? Health and welfare?

MAX

It's not that kind of job.

VINCENT

Start a union.

MAX

Me, specifically?

VINCENT

Why not?

MAX

Last thing I need is a reason to keep driving a cab. It's temporary. I'm fillin' in, you know, while this other thing I'm putting together is shaping up...

VINCENT

How long you been driving?

MAX

Twelve years.

Hardly temporary...

VINCENT

Really? What else are you putting together?

Max hesitates. He's not as secure as he was with Annie.

MAX

I don't talk about it. No offense, but...

VINCENT

(smiles, shrugs)

None taken. Talkers and doers. Like you, I like doers.

A rundown, quasi-deserted area. Alienation in the twilight. A lonely tenant watches the city from an open window. Max's cab pulls to the curb...

closes his briefcase, checks his watch.

CONTINUED:

VINCENT

Fourteen minutes. Man, you're good...

MAX

Lucky with the lights.

VINCENT

Yeah, sure. You probably know the light schedules, too. (leans forward) Listen...I'm in town on a real estate deal. A closing. One night. I got five stops to make, collect signatures. See some friends. Then I got a six a.m. out of LAX. Why don't you hang with me for the night...?

MAX

I'm not a hire car. It's against regs...

VINCENT

Regulations? These guys don't pay you sick leave. (pulls his wallet) How much you pull down a shift?

MAX

Two-fifty, four hundred.

VINCENT

I'll make it six hundred. Plus an extra hundred if you get me to LAX and I don't have to run for the plane.

Vincent draws CRISP HUNDRED-DOLLAR BILLS from his briefcase, fans them like a magic trick. Meanwhile, a car pulls up behind double-parked Max. Vincent steals a glimpse of his PC. See a real estate prospectus-looking display.

VINCENT (CONT'D)

...take a chance.

MAX

Man, I don't know.

VINCENT

Yes, you do.

MAX

(succumbs)

Yeah. Okay.

Vincent smiles, gives him a firm handshake.

CONTINUED: (2)

VINCENT

Cool. We got a deal. Here's three hundred down. What's your name?

MAX

Max.

VINCENT

Max? I'm Vincent.

Vincent gets out. Max calls after him:

MAX

I can't double park here...

VINCENT

I'll meet you in the alley behind the building.

Understood. Vincent steps into the building foyer, while...

Max puts the car in gear...

...and pulls into the alley behind the apartment building.

brings the car to a stop and notices Vincent's briefcase lying on the back seat. A trusting soul. Max smiles.

MAX

Definitely not from around here.

He kills the engine. Silence.

There's a noticeable lack of city noise. DISTANT talk radio. Spanish gospel from a Baptist church. An occasional car passes the mouth of the alley.

Max trades Mozart for Beethoven.

Max checks his watch. Dinnertime. He turns to his battered briefcase on the passenger seat.

It's filled with carefully arranged items. NAPKINS in the pockets. UTENSILS in the pen holders. FOIL PACKS of mayo and mustard and Thousand Island Dressing. 1.5 liter PLASTIC BOTTLE of vitamin mineral water. The well-worn Mercedes brochure for the S500. A spreadsheet, like a handwritten business plan. A large submarine sandwich wrapped in two halves. Neat note pads. Everything's in methodical order.

climbing stairs with palm trees and downtown behind...

spreads Thousand Island on the sandwich. He glances up at the visor. He tilts it down, peering at Annie's business card, wondering what to do. Will he call her?

He sits a moment, fighting a wave of sadness. Unhappy with himself. With his life. His place in the world.

raises the sandwich to take a bite...

FROM THE FLOOR UP PAST MAX + THE STEERING WHEEL (VFX - GRN SCRN)

up THROUGH the windshield is the twinkle of stars in the night sky. Suddenly, a dark shape from above blacks out the sky. It descends towards us. As Max takes a bite...

...WHAM! SOMETHING HUGE rocks the cab on its axles! GLASS rains down. A HEADLIGHT EXPLODES! The windshield FRACTURES! Max bounces off the ceiling. His submarine deconstructs all over the interior. His coffee spills...

...and then abrupt, stunning silence.

What hit him. An earthquake? Max takes a dazed beat. He peers at the windshield...

THE DEAD FACE OF A FAT MAN STARES AT HIM.

Max recoils with a yell, scrambles from the cab, heart pounding...

A CORPSE is angled across part of his roof and windshield in a bathrobe. There's shards of window glass from upstairs everywhere. It makes a halo around the cab.

Max is stunned.

He looks to see where the body came from.

MAX POV: 3RD STORY (SOUTH UNION LOCATION)

A window on the top floor is broken out. A white curtain flaps in the breeze.

turns. Vincent has entered the alley and now stops.

Max's first thought: this passenger will think Max ran into this guy.

MAX

He - He fell on my cab...!

points

VINCENT

pause

You always stutter?

MAX

Well, yeah. Yeah. Guy fell on my motherfucking cab from up there...!

Max looks up, points again, as if Vincent might have missed it the first time. Vincent's focus hasn't left Max.

MAX

I think he's dead.

VINCENT

...taken two .45s and did a high dive onto his head. It's a good guess.

Max stares at Vincent. It's sinking in. Vincent, meanwhile, has to make his decision. About Max. Kill him and find another, or...

MAX

You - you killed him?

VINCENT

No. I - I shot him. The bullets and the fall killed him.

A frozen beat. Everything's out in the open. Max realizes he's in trouble. He backs away, thinking escape...

...and like lightning, Vincent's .45 H+K is in his hand. To Max the .45 caliber bore is the diameter of the Spring Street tunnel.

VINCENT

Red-light-green-light? Light's red.

Max freezes.

VINCENT

You can run, but you'll die tired.

Max nods. Shakily raises his hands.

VINCENT

Put down your hands.

beat

Are you cool? Say "I am cool."

MAX

You are cool.

VINCENT

No.

beat

You say you are cool.

MAX

I am...I'm cool.

Vincent decides. The gun disappears back into Vincent's waistband.

VINCENT

Okay. Help me out here.

MAX

With what?

VINCENT

El Gordo decided to get some air and not take the stairs. So we go to plan B. Pop the trunk.

MAX

My trunk?

VINCENT

Isn't it self evident?

I can't leave him here. So unless you want him riding up front with you...and given the hygiene...

smells

...and his sphincters let go...

Max reluctantly pops the trunk, circles to the front of the car. Vincent reaches over the hood, grabs the corpse by the bathrobe lapels, heaves the body into a sitting position.

VINCENT

Gonna roll him off the hood.

a homily for Max

Always lift with your legs...

MAX

I don't think I can do this.

VINCENT

He's only a dead guy. On three. Uno. Dos. Three.

He rolls the corpse off the hood. Grimacing, Max gets a firm grip under the arms. Vincent gets the legs.

VINCENT

Got it?

MAX

Yeah.

They start shuffling toward the trunk. Suddenly, Max lets out a YELL, almost dropping his end.

VINCENT

What?

MAX

His hand moved! His goddamn hand twitched!

VINCENT

It's a spasm! Jesus, don't be such a girl...

ANGLE FROM INSIDE TRUNK

as they heave the body inside, pausing to catch their breath.

VINCENT

to heavy dead person

Never heard of a treadmill?

He slams the trunk, shutting us into DARKNESS...

...and we find Max frozen like a statue while Vincent is dousing the hood with Max's 1.5 liter bottle of drinking water.

VINCENT

Six liters of blood in the average Angeleno, he's gotta dump all his...on your cab.

a final dousing

Okay, that's good enough.

Vincent heads for the car, notices Max's feet are frozen to the concrete.

MAX

Uh, look...why don't you, like, take the cab...

VINCENT

"Take the cab..."

MAX

Yeah. I - I'll chill. You know. And...they don't check. You know? They don't. They don't know who's driving these things. You, me...

VINCENT

And you promise you will never tell anybody? Right? ...get in the fucking car.

Max does. Vincent gets into the back seat...

behind the wheel, turns the key. The ENGINE GRINDS. He tries again. MORE GRINDING.

VINCENT

Can we leave the scene of the crime, now, please?

MAX

I'm trying...

He turns the ignition again. GRIND. GRIND. Vincent's getting steamed:

VINCENT

Max.

MAX

It's not me!

Grind. Grind.

VINCENT

The engine is already on. Put the little pointer on the letter "D." "D" stands for Drive.

Max pulls out of the alley...

MAX

You're making me nervous.

VINCENT

I'm making you nervous? I'm the one on a schedule...

...accelerates away, disappearing, another CAR appears.

It cruises down the street and stops in front of the apartment building.

RAY FANNING emerges from the car. Edged hair, an earring, sports clothes. A salesman or a player or a dealer. Forties, a face with character and some miles. And something insistent about his intent...

He heads towards the entry gate, rings a buzzer. Waits a moment. Rings again. Nothing. Plus...he looks like he could kick your ass if he wanted to.

He pulls a thin plastic card from an inner pocket of his jacket, jimmies the door lock...

approaches across the balcony walkway against the junky palms and downtown skyscape.

He knocks on the door...causing the door to swing in slightly. He glances down, sees the lock was pulled. Tensing, he fades to one side, his hand going to his holster at his hip.

He draws a Beretta, reaches out and pushes the door all the way open...

A dark shambles. Old take-out. A TV. Fanning enters cautiously, alert for the slightest movement or sound.

FANNING

Ramone?

beat

Estas fiestando con una chica?

Nothing. Fanning cautiously enters the bedroom, worried now. Reemerges. Nothing.

carefully negotiates the corners and slides along the wall to SEE...

THE BROKEN WINDOW

Glass missing. He leans out. A dizzying drop. A halo of broken glass on the alley below...in the center of which is a big blank spot.

FANNING

Fuck.

And he produces his police radio and we realize he's a cop.

Max winds his way through surface-street traffic, in shock, sneaking anxious glances at Vincent in back. Vincent's got the tablet PC from his briefcase, studying it. The silence is thick.

Max's hand is shaking. He lifts it off the wheel, tries to steady his fingers. Vincent diverts some attention to Max...

VINCENT

O.S.

Try deep breathing.

MAX

What?

VINCENT

Adrenaline's wearing off. You get shaky after. Some people slip into shock. It's not uncommon. Deep breathing helps.

Max starts drawing in breaths, letting them out slowly.

VINCENT

Is that better?

MAX

I think so.

They stop at a RED LIGHT. Max glances at the passenger seat. Dressing and stray pieces of lettuce and mortadella. He parks the gearshift and goes for the paper towels, cleaning up.

Vincent over the tablet PC, taking in Max. Softly:

VINCENT

What are you doing?

MAX

It's a mess.

VINCENT

So?

Max keeps wiping, as if getting the seats clean might put everything right again.

VINCENT

Lady Macbeth. Leave the seats. The light's green. We're sitting here.

A CAR HORN HONKS behind Max. The car whips around them to get through the intersection.

DRIVER

Asshole!

VINCENT

You no longer have the cleanest cab in La-La Land. You gotta live with that. Focus on the job. Drive.

Right. Max puts the car in gear and proceeds.

VINCENT

checks the PC

7565 Fountain. You know it?

MAX

West Hollywood.

VINCENT

checks his watch

How long, you figure?

Max has to force himself to concentrate:

MAX

Seventeen minutes. Why?

Silence from the back. Max into the rearview, realizing:

MAX

Oh. Oh, no. You're kidding. We...

VINCENT

I told you we had other stops to make tonight.

MAX

You said you were visiting friends!

VINCENT

They're somebody's friends...

changes display

You drive a cab. I make my rounds. We both do our jobs, you might make it through the night and come out seven hundred bucks ahead.

MAX

I...I'm not trying to piss you off, see? Okay? But I can't drive you around so you can murder people... Man, that's not my job...

VINCENT

Tonight it is.

MAX

You don't get it. I mean it. Really. I'm not up for this...

Vincent realizes Max is on the verge of panic.

VINCENT

You are stressed. I understand that. Keep breathing. Stay calm.

Max starts deep-breathing again, exhaling slowly. Vincent stows the PC.

VINCENT

Are you breathing?

MAX

Yes.

VINCENT

Good. What else calms you down? Candy? Cigarettes? Breathe.

MAX

Music.

VINCENT

Play music.

Max turns on the CD. SOFT CLASSICAL.

VINCENT

Chopin prelude. Stodgy.

Max nods

Here's the deal.

You were gonna drive me around and never be the wiser. But because of El Gordo's high dive, we're into Plan B. Still breathing?

beat

Now. We have to make the best of it. Improvise. Adapt to the environment. Darwin. "Shit happens." The I Ching...whatever. Roll with it...

MAX

I Ching? You threw a man out a window!

VINCENT

I didn't throw him, he fell.

MAX

What'd he do to you?

VINCENT

Nothing. I only met him one time.

MAX

Then how can you kill him like that?

VINCENT

I should only kill people after I get to know 'em?

off Max's look

Six billion people on the planet and you get bent out of shape 'cause of one fat guy?

MAX

Who, who was he?

VINCENT

What do you care? Ever hear of Rwanda?

MAX

Rwanda. Yeah.

VINCENT

Tens of thousands killed before sundown. Nobody's killed people that fast since Hiroshima and Nagasaki. Did you bat an eye, Max? Did you join Amnesty International, Oxfam or something? No.

off Max's silence

I off one Angeleno, you throw a hissy fit...

Max stops at another RED LIGHT.

MAX

I don't know Rwandans.

VINCENT

You don't know the guy in the trunk, either.

beat

If it makes you feel any better, he was a criminal involved in a Continuing Criminal Enterprise.

MAX

Oh, that makes it okay, then. 'Cause all you're doing is taking out the garbage...

VINCENT

Something like that...

distracted

What you need to remember is that nobody gets out of this alive. Even if we quit smoking. Cut out red meat. Everybody dies...

Suddenly -- A BRILLIANT GLARE OF FLASHING LIGHTS stabs at the cab. Max sees --

-- an LAPD CRUISER behind the cab. The ROOFTOP LIGHTS FLASHING...

COP #1

P.A.

Please pull the vehicle over to the curb.

Max complies. A second bright beam lights up the interior. TWO UNIFORMED COPS emerge from the patrol car. Faceless silhouettes, approaching cautiously.

VINCENT

low

Get rid of 'em.

MAX

How?

VINCENT

You're a cabby. Talk yourself out of a ticket.

The cops are now circling to either side of the cab, using Maglite FLASHLIGHTS.

Vincent eases the briefcase off his lap, his hands clear his field of movement, spread open his jacket to better reach his waistband and his H+K.

MAX

Please. Don't do anything.

VINCENT

Then don't let me get cornered. You don't have the trunk space.

MAX

I can't believe this...

Vincent's hand reaches...

VINCENT

Believe it.

MAX

Don't. I'll talk to them, I'll talk to them...!

VINCENT

re: cops

Probably married.

A COP'S HAND descends to the driver's window, raps loudly, GOLD WEDDING BAND catching the light as it taps on the glass.

VINCENT

Maybe that one's got kids. Probably his wife's pregnant...

MAX

I'll deal with it!

A FLASHLIGHT BEAM pops on at the driver's window. Cop #1 glaring light into Max's eyes.

A SECOND FLASHLIGHT BEAM pops on, this from Cop #2 on the passenger side. Checking out Vincent in the back. Vincent smiles good-naturedly.

Max rolls his window down. Cop #1 leans down, and we see his face for the first time. A clean-cut blonde guy.

COP #1

License and registration.

Max pulls them off the visor, hands them over. The cop examines them by flashlight.

COP #1

Pulled you over 'cause your windshield's smashed.

beat

All of this current?

MAX

Yes, officer.

From the other side of the cab, COP #2 lets out a laugh. He's playing his flashlight beam across the seats. Mustard and mayo everywhere.

COP #2

Wha'd you, have a food fight in here?

Max gives Vincent an "I told you so" look in the rearview mirror. Meanwhile, we HEAR dimly on the POLICE RADIO about a domestic disturbance on 83rd and Hoover and some officers responding.

Cop #2 plays his beam across the cracked windshield and damaged hood. Faint reddish traces in the paint. His smiles fades.

COP #2

Is that blood?

MAX

Yeah. See...

thinks fast

I hit a deer.

COP #1

A deer...

MAX

Over by Slauson.

COP #1

A "South Central" deer?

MAX

Goddamn deer jumped out in front of me. You believe that?

COP #1

indicates Vincent

Why you still carrying a passenger?

MAX

I was headed back to my depot, see, you know? And his drop's on the way.

COP #1

Yeah, but your cab's not safe to drive. And we're going to impound it. We need to do a vehicle inventory while we wait for the tow truck. Pop the trunk and step out of the vehicle.

swings flashlight beam to Vincent

I'm sorry, sir, you'll have to phone for another cab.

VINCENT

Is that necessary, Officer? I'm just a half mile from here.

COP #1

I'm afraid it is. Please exit the vehicle.

to Max

You, too.

Max hears a SOFT CLICK behind him. The unmistakable sound of a safety CLICKED OFF. He meets Vincent's gaze in the rearview mirror. A whisper:

VINCENT

You open that trunk, they go inside.

Behind Vincent, through the rear windshield, Max sees Cop #2 moving to the trunk, playing his flashlight across it...

Max, mouth dry...

MAX

Hey, man, it's been a long day. You know? It's so slow, I pay this guy to ride so I don't get lonely...

re: Vincent

My first fare. How about a break? I'm heading to the barn, anyway...

COP #1

Get out of the car. And open the trunk...

Max tosses a hopeless look into the rearview. Vincent's staring at him. No mercy there.

Max steps from the car. The cop escorts Max toward the rear, Vincent smoothly pulls his H+K from his waistband and emerges on the passenger side, gun held out of sight and a heartbeat away from opening fire...

...a CRACKLE OF STATIC, a PANICKY VOICE COMES OVER THE POLICE BAND:

POLICE RADIO

Officer needs help. We got a man with a gun. Shots fired at 83rd and Hoover...

Cop #2 to his partner.

COP #2

Let's go.

Off-screen radio talk from many responding units...

COP #1

to Max; leaving

Get that cab back to your garage...

The cops pile into their black-and-white and ROAR off into the night.

Max and Vincent are left standing, gazing across the cab at each other.

VINCENT

Breathe.

Max starts deep-breathing as they get back in the cab...

CUT TO:

in an attorneys suit with rapper clients.

VINCENT

to himself

I thought Californians exercised...?

REVEAL Vincent looking at his PC. Vincent pulls from his briefcase an identity card for a Notary Public and a second gun, a .45 Cal Para-Ordnance back up. He moves the slide, checking there's a round in the chamber. Max hears metal on metal, looks up. As Vincent holsters it in the small of his back...

VINCENT

abrupt tone

What are you lookin' at?

He gets out and enters the passenger seat next to Max in the front.

VINCENT

Hands on the wheel. Ten and two. Like they taught you in driver's ed.

MAX

Why?

VINCENT

Because I say so.

Max grips the steering wheel. Vincent has plastic ties and proceeds quickly and efficiently to bind Max's hands to the steering wheel.

VINCENT

Cab's a disgrace. No wonder the cops pulled you over.

On the way out of the car...

DISPATCH RADIO

O.S.

Max? Max? You out there, you son of a bitch?

Vincent looks to Max...

VINCENT

Who...is that?

MAX

Lenny, my dispatcher.

LENNY

O.S.

I know you're out there! Answer the goddamn call!

VINCENT

What happens if you don't?

MAX

He'll keep calling.

LENNY

O.S.

Max? Answer!

Vincent reaches across Max, pulls the mike off the dash, holds it up to Max's mouth.

VINCENT

Don't blow it.

Max nods. Vincent thumbs the toggle.

MAX

Uh, yeah? Lenny? It's me.

LENNY

O.S.

I got off the phone with the cops. A desk sergeant called to check you brought the cab in...

Silence as Lenny waits for a reaction. Max and Vincent trade a look. Vincent shrugs, thumbs the toggle. Say something.

MAX

Yeah? So?

LENNY

O.S.

So? So, aside from I hate talking to cops, they tell me you crashed the goddamn cab?

MAX

It got crashed! I didn't...

LENNY

O.S.

Do I care what, where or why? You're payin'!

VINCENT

It was an accident. You're not liable. (Tell him.)

MAX

It was an accident. I'm not liable.

LENNY

O.S.

Bullshit! I'm making you liable! It's comin' outta your goddamn pocket...

Vincent stares at Max, expecting him to respond.

VINCENT

Tell him to stick the cab up his fat ass.

MAX

I can't do that. He's the Man.

VINCENT

So what?

MAX

I need the job.

VINCENT

No you don't.

LENNY

O.S.

You still there? I'm talking to you! Max? Max?

Vincent abruptly puts the mike to his mouth, thumbs the toggle.

VINCENT

He's not paying you a damn thing!

LENNY

O.S.

Who the hell are you?

Vincent glances up, tilts the visor down to see Annie's business card.

VINCENT

Richard Riccardo, Assistant U.S. Attorney. A passenger in this taxicab, and I'm reporting you to the DMV...

LENNY

O.S.

beat

Let's not get excited.

VINCENT

Not excited? How am I supposed to not get excited, listening to you try to extort a working man? You know goddamn well your collision policy and general liability umbrella would cover the damages. What are you trying to pull, you sarcastic prick?

LENNY

O.S.

I'm just tryin' to...to...

VINCENT

Tell it to him.

shifts the mike

Tell him he's an asshole.

MAX

hesitates

You're an asshole.

VINCENT

Tell him next time he pulls any shit, you're gonna stick this yellow cab up his fat ass.

MAX

Next time you pull any shit, I'm gonna stick this yellow cab up your fat ass.

Vincent clicks off, hangs up the mike. Looks at Max.

Beat. Max, taped to the steering wheel, nods.

VINCENT

smiles

Don't wait up, hon. I gotta work late.

He grabs the ignition keys, shuts Max's door, strolls away.

Max watches in the sideview mirror as Vincent vanishes into the building.

Max is left alone, trapped in his own cab in the alley.

Max jerks and strains against the duct tape, trying to free his hands. He gives up, breathing hard.

The overweight LAWYER, SYLVESTER CLARKE, who we saw on Vincent's P.C., separates from two girls and a second man, all watching TV, to answer a phone...

SYLVESTER CLARKE

He identify himself?

beat

Sure. Let him up.

in shades leaves the Hotel Security and enters the elevator. Meanwhile...

crosses towards the front door.

He glances in the sideview, wondering where Vincent is, straining for a glimpse.

Nothing. Just darkness back there... Mind racing...

MAX

HEY! HEY! OVER HERE! I'M IN THE CAB! HEY! HELP!

The street traffic's distant; nobody's around.

MAX

HELP! GODDAMN IT! THERE'S A MAN WITH A GUN! HE'S GONNA KILL PEOPLE!

Max thrashes wildly against the duct tape, screaming with frustration. He starts head-butting the car horn...

BEEEEEP! BEEP-BEEEEEEEEP! BEEEEEP! BEEP-BEEP-BEEEEEEEEEP!

He raises his head, checking the street traffic a quarter block away. No one on the sidewalk takes notice of Max's cab.

He shifts low on the seat, getting his knee under the dashboard. He slams his knee up, hitting the RED EMERGENCY LIGHT BUTTON concealed there. EMERGENCY STROBES START FLASHING at the front and rear of the car...

...and still nobody notices.

MAX

GODDAMN IT, I'M FLASHING LIKE A CHRISTMAS TREE OVER HERE.

He throws a look to the sideview mirror, sweaty and tense, knowing he's out of time.

THE SIDEVIEW MIRROR IN WHICH WE SEE Max's reflected eyes. Seconds ticking breathlessly away as he struggles...

He head butts the horn again. BEEP-BEEP. BEEEEP. Flashers and horn!

MEANWHILE the ANGLE SHIFTS in the mirror, leaving Max's eyes and bringing into view the building and the penthouse at the top and we SEE...

...TWO SILENT MUZZLE FLASHES light up the windows like flashbulbs going off. Another death. Then A THIRD FLASH...then nothing. Lights out. Meanwhile...

MAX

Oh shit, oh shit, oh shit.

He is head-butting the horn. BEEEEP. BEEP-BEEP. And he checks the mirror. This time when he looks, he sees...

YOUNG WHITE GUYS. 20-25. They were on the sidewalk. Now they detour into the alley and approach the distressed cab from the back, shielding their eyes from Max's flashing lights.

MAX

Oh. Oh, thank God! Hey, hey, man, help me out here!

WHITE GUY #1

Yo, whassup?

MAX

(fast, stumbling)

I got my, my hands taped to the steering wheel, here, by this guy, who's taped me in the car, 'cause he's up in the building somewhere...

CLOSER, now, the four are in baggies, hoodies and tattooed with lightning bolts on their necks, swastikas on chests, one has "5150" tattooed on his shaven eyebrow (police code for emotionally disturbed)...

WHITE GUY #2

You all trapped in there and shit?

MAX

...yeah, he's coming back. Hurry. Get me loose so I can call the cops...

WHITE GUY #1 nods...and pulls a chromed .380 and points it at Max.

WHITE GUY #1

Fuck that, man, gimme your wallet.

The others have walked off down the alley, laughing. One tosses a beer bottle that smashes. Utter disbelief from Max...

MAX

Are you kidding me?

WHITE GUY #1

I will fuck you up! Hand it over.

MAX

(beat)

My hands are taped to the damn steering wheel!

It takes a moment for WHITE GUY #1 to process this. He steps to the window, presses the .380 against Max's cheek. It's utterly terrifying, everything happening fast:

MAX

...don't shoot me, don't shoot me...

WHITE GUY #1

Then get your ass up, up...

Max pulls himself up by the steering wheel, trying to get his butt off the seat to give the Young Man access. The White Guy #1 gropes for Max's back pocket, trying to get the wallet, pressing the gun to his face, the other guys down the alley, turn the corner.

White Guy #1 pulls Max's wallet, pockets it...

...and pauses, seeing Vincent's briefcase on the back seat.

He yanks open the back door, grabs Vincent's briefcase, too, and walks off after his friends. White Guys #3 and #4 turned the corner. White Guy #2 lingers.

Max, still taped, is shaken. He can't believe what happened. He looks through the windshield at...

WHITE GUY #1

...walking off, cocky as hell, about to vanish into the night...

BACK OF WHITE GUY #1

VINCENT

(O.S.)

Yo' homie...

White Guy #1 turns, to see the silhouette of Vincent. He raises his .380 side-handed, like he sees gangsters do on MTV. White Guy #2 joins him.

VINCENT

(even)

That my briefcase...?

White Guy #1 approaches Vincent from the front...#2 from Vincent's left.

WHITE GUY #2

May-be. And what the fuck else you got?

He closes on Vincent with the .380, held high and on the side. Vincent's left slams aside #1's .380. Draws and FIRES from the hip, putting TWO ROUNDS into #1. HAMMERS-ON TWO ROUNDS to the sternum, pivots. ONE to the head of #2. All in 1.6 seconds.

White Guy #2, falling backwards, is dead before he hits the ground. #1 never saw it coming. Vincent picks up his case, retrieves something from #1's pocket, puts one more into the head of #1 on the way back to the cab...

...where Max saw it all. Frozen in horror. Astonished.

The rear door opens. Vincent hefts his briefcase into the back seat. He gets into the front.

Vincent sits for a moment, staring off, not looking at Max. Maybe ready to kill him.

Vincent raises something into view. Max's wallet. He tosses it in Max's lap.

Vincent flicks his hand. CLICK-CLACK, a Reeves folding hunter in dull metal, razor sharp...

VINCENT

(quietly)

Where's the button? Under the dash?

MAX

(dry whisper)

Yeah.

Vincent leans over and slices the plastic tie, freeing Max's hands. Beat.

VINCENT

You mind turning it off?

Max doesn't move for a moment, then reaches under the dash and turns off the strobes.

Vincent in the back seat. (Juxtapose to a different continuity. Through the side window, we see Crenshaw Boulevard barbershops, music shops. We're stopped for a light.) Max is shell-shocked.

VINCENT

Another collateral.

MAX

What's that?

VINCENT

Collateral damage. People in the wrong place at the wrong time.

(meets Max's gaze)

And you? You attract attention? You are gonna get people killed who didn't need to be. Understand?

MAX

I'm low on gas...

VINCENT

Pull in there.

pulls by.

TIME-LAPSE - MACRO-CU: NUMBERS

race by. WIDEN. SEE Max filling up the taxi. Vincent is positioned off the right rear corner from where he is line-of-sight to everything. His affect is flat, distant. Max has witnessed violent death and the full, lethal capabilities of Vincent. Neither say a word...until softly...

MAX

Vincent?

VINCENT

Yes, Max?

MAX

Am I collateral?

Pause. A long one.

VINCENT

I haven't decided.

Max is silent. Absorbing this. Vincent checks his watch. Unexpectedly, his mood changes up.

VINCENT

But, hey! New news. We are ahead of schedule.

MAX

Huh...?

VINCENT

We got time to kill.

(fast change-down)

You like jazz?

MAX

I'm...what? Sorry?

VINCENT

Jazz.

MAX

Not that much.

VINCENT

Guy told me about a place off Crenshaw. Leimert Park. All the West Coast greats played there. Dexter Gordon, Thelonious Monk, Chet Baker. Like that...

(off Max's look)

Buy you a drink. Expand your horizons...

Max doesn't get Vincent's mood up-change.

CUT TO:

COPS and FORENSIC TECHNICIANS. In the midst of it all is:

Ray Fanning. He wears his badge, visibly, now. We find him turning as his superior, RICHARD WEIDNER, 50-ish, is entering the crime scene.

WEIDNER

...this informant of yours, what's his name, Ramone?

FANNING

Ramone Gallardo. Supposed to take him for a drink. I come here, find this.

WEIDNER

You been working him?

FANNING

Four months...a low-level player, he's been feeding me stuff on Felix.

WEIDNER

Reyes-Torrena? Forget Felix. Feds are all over that. They don't want us anywhere near it.

FANNING

Since when is the LAPD working for the Feeb?

(points up)

Besides, Ramone flew out a window. My C.I. flew out a window, he's got Felix's handprints on his ass. Yes? That makes it ours.

WEIDNER

(as if to a child)

Where's the homicide, Ray? Where's a body? All we got is glass...

He spreads his hands at the alley floor in a gesture that says "show me something besides glass."

FEMALE CRIMINALIST

(O.S.)

And blood...

WEIDNER

Huh?

FEMALE CRIMINALIST

(off looks)

...blood...down here...in the glass...here's some more...

A FEMALE CRIMINALIST (SID) examines the alley floor with Luminol and a handheld BLACKLIGHT WAND, picking out dark patterns.

FEMALE CRIMINALIST

...small splatter patterns here...all over there...

SHINING FLASHLIGHTS pick out blood on the alley wall. Fanning steps to where the cab was parked, stands in the middle of the blank spot surrounded by the glass, points down:

FANNING

Ramone flew out the window. Went splat. Here's the glass.

(beat)

Then some tires rolled over it.

WEIDNER

How's that spell homicide? Maybe he jumped.

FANNING

Sure. He's depressed. So he jumps four stories out a window onto his head.

(mimics)

"Wow, that feels better!" Picks himself up. "Now, I think I'll go on with the rest of my day..."

PLAINCLOTHES COP

(O.S.) (from above)

Ray! Catch!

Two uniformed cops have approached.

Weidner and Fanning glance up. A PLAINCLOTHES COP is leaning out of Ramone's broken window, dangling a clear plastic baggy. He drops it. It comes sailing down...

...right into Fanning's grasp. He glances down at it, shows it to Weidner...

TIGHT ON WEIDNER

...revealing two spent .45 cal. shell casings in the bag.

WEIDNER

(switches)

So, who's got what? Any witnesses? We been knocking on doors?

COP #1

Old guy across the street, lives above the deli? Says he saw a cab parked here earlier tonight. There were two guys working under the hood.

WEIDNER

Description. What did he see?

COP #1

"Kinda" saw...guy's got glasses like coke bottles.

FANNING

Did he "see" it or did his seeing eye dog see it?

COP #1

Late-model four-door Ford. Yellow or orange.

(off Fanning's look)

Maybe it was a taxi cab.

WEIDNER

Four thousand taxis in LA County.

(beat)

What else...?

That's it. Uniforms go back to work. Photographer shows. He doesn't know what to shoot.

Meanwhile, Fanning, lost in thought...

FANNING

Remember fall, 2001? That Bay Area deal? Oakland. Cabbie drove around all night. Killed three people...

WEIDNER

Then he flipped out, put the gun to his head. So what?

FANNING

So the Oakland PD detective, whatshisname, never bought it.

WEIDNER

Why?

FANNING

The Cabbie had no criminal record. No history of mental illness. Pops three people, then himself? And the victims weren't random. Two were involved in some pharmaceuticals scam...

(off Weidner's look)

Anyway, the detective always thought there was somebody else in that cab.

Dark and elegant - in an early '60's modern jazz kind of way with a low ceiling, small tables, leatherette booths, history soaked into the walls. A BLACK MAN in his late 50's, DANIEL, is playing a muted trumpet on stage with a QUARTET.

CUSTOMERS are few, clustered at small tables or at a few curved leather booths. The walls are lined with great FRAMED PHOTOS of jazz icons.

At one table, we find Vincent and Max. Vincent about the music...

VINCENT

...a little '60's, early Miles thing happening...

MAX

I never learned to listen to jazz.

VINCENT

You don't learn to listen...anymore than you learn to breathe. Open your ears.

Vincent's attention's focused on the music.

MAX

I get a beat. I don't really hear a melody...

VINCENT

...he's off the melody, behind the notes. Outside what's expected. Improvising off impulse. Kind of like tonight.

MAX

Like tonight?

VINCENT

Sure.

(beat)

This is nothing, if not "What's next? Right now. In the moment."

(beat)

There's people...ten years from now? Same job, same place, same shit. Everything the same; keepin' it safe. Over and over and over and over...

(beat)

"Ten years from now?" Man, you don't know where you'll be...ten minutes from now...tonight.

(beat; re: saxophonist)

That's what he's saying. Open your ears. You'll hear it...in his "dialoguing" with the trumpet...

The WAITRESS arrives, an Asian woman with a tray of drinks:

WAITRESS

'Nother Vodka tonic, hon?

VINCENT

And one for my friend.

(indicates stage)

Who's on the tenor sax?

WAITRESS

That's Daniel, baby, he's the owner.

VINCENT

He is terrific. Would you be so kind as to invite him over after his set? I gotta buy him a drink.

WAITRESS

Sure thing, darlin'...

Vincent gives her a radiant smile and tucks a twenty dollar bill into her apron as she leaves...

TIMECUT:

...and we find Daniel sharing more than a few drinks with Vincent and Max, the place almost closed. Just the three of them.

DANIEL

...I was a young cat back then, about nineteen, bussin' tables. Right here. Didn't pay but shit, but that wasn't the point. Being around the music, that was the thing. And I was. Take this one night...July 22, 1964...who walks in. Mr. Louis Armstrong.

VINCENT

You're kidding me.

DANIEL

Right through those doors. The man himself.

VINCENT

Jesus...

DANIEL

He was in town playing two gigs a night at the Coconut Grove in the Ambassador Hotel... After his last set, he decides to come on down to South Central to hang with his people. That's how he was, you see. Never forgot who we was. Money and fame an' all that? Meant nothin', long as he could blow that horn.

So before you know it, he's up on that stage, doin' his thing.

VINCENT

Was it great? Better than great, it had to be...

DANIEL

Like Winton Marsalis says, it was pure, spiritual essence. Louis was playing. God was smiling.

VINCENT

You heard Armstrong play live. I've never been this jealous. You get to talk to him?

DANIEL

Did better'n that.

Vincent gives him a questioning look. Daniel smiles, raises his hands, mimes blowing a trumpet.

VINCENT

No.

DANIEL

Oh, my, yes.

VINCENT

C'mon...

DANIEL

Fella owned this place back then, cat named Dix Dwyer, he let slip to Louis that I played. So Pops, he just waves me right up. My heart about stopped. But I got up there all the same, and we played for nearly twenty minutes.

VINCENT

Unbelievable...

(to Max)

...you hearing this?

Max is drawn into the story in spite of himself:

MAX

How'd you do?

DANIEL

How do you think? You ain't shit when you playing next to Louis Armstrong. But, Dippermouth, he was kind. He could see me trying. He carried my ass as best he could.

VINCENT

Remember what you played?

DANIEL

Most vividly.

(ticking them off)

"Potato Head Blues," "Sleepy Time Down South..."

(laughs)

...then Pops laid some "Cornet Chop Suey" on me, and left me in the dust like a whipped dog.

VINCENT

Whipped dog?

DANIEL

Whipped dog on a wet night.

VINCENT

Crowd dig it?

DANIEL

(smiles, nods)

The crowd was most kind.

(beat)

I was born in 1945, but that was the moment of my conception. Right here in the used-to-be crowded room.

Daniel picks up the bottle to freshen up their drinks...

VINCENT

Crowds not here now?

DANIEL

Oh, jazz ain't the draw it used to be.

VINCENT

But the place looks great.

DANIEL

Only 'cause I got the wherewithal to finance keepin' it up on my own.

VINCENT

What a great story. I'll tell the folks in Culiacan and Bogota that story.

...and Daniel's hand freezes just as he's about to pour. He glances up at Vincent.

DANIEL

You know the people in Culiacan and Bogota?

VINCENT

(softly)

'Fraid so.

Max is glancing from one to the other, unsure what's going on. Realizing it isn't good.

DANIEL

And here I thought you were such a cool guy.

VINCENT

I am a cool guy. With a job I was hired to do. You know how it is.

There's genuine regret in Vincent's tone. Max feels his heart pounding, but manages to keep his voice steady:

MAX

Let him go, Vincent.

VINCENT

I'm working here.

MAX

You're the one who keeps talking about going with the flow. You like the man, you like the way he plays. How about a little jazz, huh?

VINCENT

Improvisation? That's funny from you.

(thinks about it, looks to Daniel)

Okay, some jazz for the jazz man. How's this? I'll ask a question?

DANIEL

What question?

VINCENT

Jazz question. You get it right, we roll. You disappear. Tonight. You don't go home, you don't pack a bag, you leave town...and nobody, I mean nobody, ever hears from you or sees you again.

DANIEL

How do I know you'll keep your word?

VINCENT

I never lie. Ask Max. Max, have I lied?

Daniel looks to Max. Hope, fear, and desperation in the older man's face.

MAX

No. No. He hasn't lied...

Daniel absorbs this, looks back to Vincent.

DANIEL

Means you're a man who lives on reputation.

(beat)

I will take your word. And I will give you mine. If I walk out of here tonight, I'd go so far away, it'd be just like I was dead.

Vincent nods. We have a deal. He eases something from his waistband. Max knows. His heart is in his throat.

DANIEL

And one more thing. Those guys and their man, here, what's his name, Felix?

VINCENT

Yeah.

DANIEL

Tell them, if by some chance I get this wrong...you tell them I had to. They laid a grant of immunity on me. So it was flip and play ball or go back inside. I ain't goin' back inside.

VINCENT

Sure.

Daniel pours himself that drink. He lifts his shot glass, hand trembling slightly, knocks it back. Sets the glass down.

DANIEL

Lay it on.

VINCENT

It's simple. What was Louis' first musical instrument?

DANIEL

I know all there is to know about Louis.

VINCENT

Then let's have it.

Daniel hesitates.

MAX

(blurts out)

It was a trumpet! Wasn't it? Wasn't it a trumpet?

Daniel shakes his head.

DANIEL

Coronet. Bought it from a New Orleans pawnshop when he was a kid.

Cost him five dollars. Got a two-dollar advance on his salary from a fine Jewish family he worked for, saved up the rest.

A frozen moment. An endless pause. Max not even breathing, staring at Vincent, waiting...

...a beat of regret...

...and Vincent's gun came up so fast, Max didn't even see it. THREE SMALL POPS. A different gun: .22 caliber Ruger with a thick, silent barrel. Three small holes. And Daniel's head falls forward. Vincent catches it, arranges Daniel's arms so that Daniel's head rests on them as if he's taking a nap. And Vincent did it gently, almost regretfully. A red mist of blood swirls in the air.

Max is stunned beyond words, and powder-burned at such close range.

Silence now. No one's noticed. The waitress was in the kitchen. Softly:

VINCENT

Tin horn. Cost him a dime. Rode the junk wagon and played for the neighborhood. People sold them stuff. Rags. Bottles. Whatever.

Max sits frozen, unable to move...

CUT TO:

...and they exit the club. Vincent heads for the cab, turns and sees Max standing there.

VINCENT

Let's go.

MAX

No.

VINCENT

What you mean, no?

MAX

I'm done. Find another cab.

Max turns, walking away. Vincent blinks at him, almost laughs.

VINCENT

Max?

MAX

Leave me alone.

(shouting)

I'm collateral anyway, so do it and stop making me a part of this!

(beat)

I don't wanna know you!

Vincent grabs the back of his collar, slams him against the wall. Max's neck is a centimeter from breaking. Their faces are inches apart.

VINCENT

(low, threatening)

I'm not playing.

MAX

You played him, man.

(off Vincent's look)

He got the answer right, would you have let him go?

The question hangs in the air. Before Vincent can answer, the DISPATCH RADIO CRACKLES:

LENNY

(FILTERED)

Max? Maaax. Pick up, you dipshit.

VINCENT

What is it with this guy?

LENNY

(FILTERED)

Maaaaaax!

Vincent spins Max, controls him, as he propels him to the cab, slams him against the fender.

Vincent releases him, points at him. Don't move. He reaches into the cab, pulls out the radio mike, clicks it on.

VINCENT

You hassling my man again?

LENNY

Who are you?

VINCENT

Same fare you talked to last time.

LENNY

(FILTERED)

What are you guys, taking an all-night tour?

VINCENT

We're gay lovers, what's it to you?

LENNY

(FILTERED)

Nothing! Aside from every night Max's mother driving me crazy, I'm dancin' on a rainbow! May he come on the line, please.

VINCENT

Hang on.

(to Max)

Carefully...

Max takes the hand mike, clicks it on.

MAX

Yeah?

LENNY

(FILTERED)

Your mother's calling every ten minutes. Why didn't he show? Are you all right? Where are you?

VINCENT

(whispers)

Show for what?

MAX

(ignoring him)

Tell her I can't make it tonight, okay?

LENNY

(FILTERED)

What am I, related to you? You tell her yourself!

Lenny CLICKS OFF. Dead air.

VINCENT

Show up for what?

MAX

She's in the hospital.

VINCENT

You visit every night?

MAX

Yeah. What difference does it make?

VINCENT

Cause if you don't show it breaks a routine.

MAX

So?

VINCENT

So people start looking for you, this cab. That is not good.

MAX

No. I can't take you to see my mother...

VINCENT

Since when was any of this negotiable?

CUT TO:

Stark corridors, queasy fluorescent lighting, PATIENTS and STAFF MEMBERS. A row of INJURED PEOPLE are seated along one wall, waiting for attention.

The AUTOMATIC DOORS swing open. Max and Vincent enter, the briefcase held at Vincent's side. As they enter and proceed up the corridor...

VINCENT

Stay three paces in front of me and one to my left...

Max, seeing the innocent people along the walls, complies. Vincent sees in the ceiling a security camera mounted in a Perspex hemisphere and averts his face towards Max...

VINCENT

Flowers?

Max turns, sees a row of FLOWER BOUQUETS at the gift counter.

MAX

Waste of money. Won't mean a thing to her.

Vincent pulls an arrangement, tosses the flowers to Max, pulls his wallet to pay.

VINCENT

(sincere)

She carried you in her womb for nine months.

The elevator arrives. Vincent and Max get on. Vincent presses the button and the doors start to close...

MAN'S VOICE

Hold, please...

Vincent puts his hand out, stopping the doors. A MAN slides in the elevator with them...

...and turns around. Detective Ray Fanning. He doesn't see Max in the back corner. His back is to him.

FANNING

Five. Thanks.

Vincent hits the button. The doors close.

The three of them ride up in that awkward silence you only ever experience with strangers in elevators. He glances to Vincent at the control panel, nods.

VINCENT

Having a good night?

FANNING

Mezzo-mezzo. You?

Vincent nods. Making do. The elevator stops. Vincent and Max get off to the right. Fanning continues riding up one more floor...

open. Fanning gets off, turns a corner. SEE a sign indicating "MORGUE."

(POSSIBLY INCLUDE CORRIDOR)

Enters with the flowers. Vincent appears behind him, hovering in the doorway. Max moves toward the bed...

...where IDA RILKE lies hooked up to a heart monitor, a clear plastic oxygen mask over her mouth. She opens her eyes.

MAX

Hi, Ma.

IDA

I've been calling and calling.

MAX

I got caught up at work.

IDA

Why couldn't you call me on the telephone? I'm lying here, wondering if something horrible happened to you...

MAX

(to cut her off)

I brought you flowers.

IDA

What am I gonna do with flowers?

MAX

You're gonna cheer up.

IDA

How? By worrying...

(wheezes)

...that you spend money on things...that all they're gonna do is wilt and die?

MAX

(to Vincent)

See?

(to Ida, defensively)

I didn't buy 'em. He did.

IDA

Who? Come in. What I got is not contagious.

Why didn't you tell me we had company?

(to Vincent)

And what's your name? Sorry. My son is rude.

VINCENT

No harm done, madam.

She takes the flowers from Max, making a fuss over them:

IDA

You paid for my flowers? They're beautiful. Max, will you introduce us?

MAX

Mom, Vincent. Vincent, my mother, Ida.

Vincent sets his briefcase by the door, approaches the bed, offers his hand. She takes it. He glows with charisma.

VINCENT

I'm really happy to meet you, Mrs. Rilke.

IDA

Oh, call me Ida. To what do we owe this pleasure?

Vincent sits in the chair at bedside.

VINCENT

Well, I was with Max when he got the call.

IDA

And you came all the way here to see me?

VINCENT

It's nothing.

IDA

Tell my son. You have to hold a gun to his head to get him to do anything.

VINCENT

Tell me about it.

Vincent leans in, helps her adjust her pillows.

IDA

You must be an important client of Max's.

This catches Vincent slightly off guard. He glances to Max.

VINCENT

Client? I like to think of myself as his friend. A mentor.

IDA

Max never had many friends. Always talking to himself in the mirror... It's unhealthy.

MAX

Hey, mom. How many times do I have to ask you not to do that?

IDA

Do what?

MAX

Talk about me like...I'm...not...in the room, here.

IDA

(to Vincent)

What's he sayin'?

VINCENT

Ida, he says he's standing right here. In the room. Here.

IDA

(to Max)

Yesss, you are, honey.

(back to Vincent)

He's sensitive.

VINCENT

I know. But I'm sure you're proud of him.

IDA

(directed at Max)

Of course I'm proud. You know, he started with nothing. Look at him today. Here. Vegas. Reno...

Vincent looks at Max...squirming under the exposure.

MAX

Mom, Vincent's not interested.

(to Vincent)

Let's go.

VINCENT

No. I am interested.

IDA

What's your name, again?

VINCENT

Vincent...

MAX

I came to see you. I saw you. You look fine. Let's go.

He's kissed her and wants to get out of there.

IDA

Limousine companies.

VINCENT

Yeah?

IDA

He drives famous people around, you know?

VINCENT

Limousine companies? What an achievement...

Max heads for the door...

IDA

Visit again?

VINCENT

I'm only in town tonight.

IDA

When you come back?

VINCENT

Sure. I promise.

IDA

Well, nice to meet you, Vincent.

He turns to find Max gone. He looks down, eyes widening.

So is the briefcase.

Vincent races out into...

...and spins around, frantically trying to see where Max went. Nothing but a FEW PATIENTS and HOSPITAL STAFF...

...and a door marked "STAIRS" swinging shut at the end of the hallway. He runs in that direction...

Vincent bursts through the door into the stairwell, hearing RUNNING FOOTSTEPS below. He peers over the railing...

...and sees Max three flights down. Max freezes, looking up, clutching the briefcase. A moment of eye contact...

VINCENT

Stop or I'll go back and kill her.

MAX

You'd do her a favor.

...and Max keeps going, vanishing from view. Vincent takes off after him, plunging down the stairs at breakneck speed...

VINCENT

I'll tell her the truth!

MOVING WITH MAX

careening dizzily down the steps with the briefcase, hurtling from one landing to the next, FOOTSTEPS ECHOING on concrete.

MOVING WITH VINCENT

racing down the steps like a madman, yanking his H+K from under his jacket...

Max comes through the stairway door, racing like crazy along a row of HUGE ROARING INDUSTRIAL WASHERS, trying to make it to the EXIT DOOR at the far end...

...and Vincent bursts from the stairwell in pursuit, pausing to whip his H + K up in a two-handed grip, aiming down the length of the laundry room...

...as Max vanishes through the exit door at the far end.

Max races out.

racing down the stairs...

bursts through parking lot.

See Vincent at end of parking lot running towards us. PAN LEFT to Max running up a walkway over the freeway.

runs to camera along the bridge which we now reveal is above and...

OVER THE FREEWAY

Max runs up, exhausted. The stream of lights beneath them. Max swings the briefcase back, preparing to hurl it...

VINCENT

Don't!

...and Vincent's H+K is aimed at Max. Max looks back, sees Vincent, gun aimed at him...

VINCENT (CONT'D)

Red-light-green-light, Max.

A heartbeat. A hesitation. And then...

MAX

Bullshit.

...Max hurls the briefcase with all his might. Vincent watches in horror as it spins lazily through the air and crashes onto the freeway below where it's run over, flips in the air, is hit by a truck and the tablet PC is de-constructed into useless pieces of plastic and silicone. Vincent approaches.

VINCENT

(hisses)

What the fuck was that?

MAX

Jazz.

Max is suddenly on the ground, not knowing how he got there, about to die.

Vincent, above, staring at Max.

VINCENT

You are screwing...with my work! My prep was in there. I'm coming up on number four. The night is no longer young. Are we getting adversarial?

Each syllable like a bullet. Should Vincent kill him? Then, almost admiring...

VINCENT (CONT'D)

Didn't know you could do that...

(beat)

Let's see what else you can do.

...and he pulls Max to his feet.

CUT TO:

Fanning's in the "cold room" with a MORGUE ATTENDANT.

ATTENDANT

(checking his clipboard)

We've had three come in tonight. Two John Does. Maybe one's your guy.

The attendant nods at the first of four PLASTIC-WRAPPED CORPSES lying on stainless steel tables. Fanning draws the sheet back: Homeless Man with a beard.

FANNING

No. Not Ramone.

The attendant makes a notation on his clipboard. Fanning nods at the next corpse.

FANNING (CONT'D)

Try that one.

The attendant draws the sheet back. It's the Younger Man who mugged Max and took Vincent's briefcase.

FANNING (CONT'D)

No. Next...

ATTENDANT

That's what's funny. These three came in within half an hour of each other. And the kid and that last guy (number 4)...they were done by the same shooter.

FANNING

Why do you say that?

Fanning gets alert.

ATTENDANT

Same wound pattern. Two in the sternum. One in the head. Add this cat's shooting tight groups.

(indicates chest)

Double taps are a couple millimeters apart.

Intrigued, Fanning steps to the fourth corpse. Attendant draws the sheet back.

Fanning stares down at the dead face. Instant recognition.

Fanning is on a pay phone, amped up, talking with Richard Weidner. (Weidner's at home, perched on the edge of his bed, in a crowded bedroom overlooking MacArthur Park or palm trees and city lights, rubbing the sleep from his eyes. INTERCUT as needed:)

FANNING

...yeah, I'm still at MLK. The John Doe doesn't pan out. Not Ramone. But you'll never guess who else is in the meat locker.

WEIDNER

Elvis Presley?

FANNING

Sylvester Clarke. Criminal-lawyer turned lawyer-criminal?

WEIDNER

"Sly" to his clients...

FANNING

...including my high-diving informant, Ramone, who he represented, who's still missing. Both of whom were in the exotic-substances business...

WEIDNER

Ramone and "Sly" Clarke in one night?

FANNING

In one night. Something bad is going down. And I don't think the Feeb know about it...

Weidner hangs up, hauling himself off the bed as we...

CUT TO:

Max drives in self-conscious silence, feeling Vincent's gaze on the back of his neck.

VINCENT

Limos, huh?

MAX

Don't start.

Vincent enters text into a cell phone/pager.

VINCENT

Hey, I'm not the one lying to my mother.

MAX

She hears what she wants to hear. I don't disillusion her.

VINCENT

Yeah, right. Maybe she hears what you tell her.

Vincent sends. Waits.

MAX

Whatever I tell her's never good enough. It's always been that way... My three older brothers...their wives made 'em move outta town.

Vincent closes the pager/cell.

VINCENT

You're goin' to a place called El Rodeo. It's on Whittier Boulevard in Anaheim.

MAX

Where on Whittier?

VINCENT

Look it up.

MAX

What's at El Rodeo?

VINCENT

Just drive.

(beat)

They project onto you their flaws, what they don't like about themselves, their lives, whatever. And then they rank on you, instead...

MAX

How do you know?

VINCENT

I had a father like that.

MAX

Mothers are worse.

VINCENT

Mine died when I was one.

MAX

What happened?

VINCENT

He hated whatever I did. Got drunk. Beat me up all the time.

MAX

Then what?

VINCENT

(intimate)

I killed him. I was 12.

He was the first.

(off Max's look)

I'm kidding. He died of liver cancer.

MAX

I'm sorry.

VINCENT

No you're not.

(beat)

So driving this cab "temporarily" is all bullshit...?

MAX

It's not bullshit.

VINCENT

Twelve years is not temporary.

MAX

You gotta get cash together. Insurance, bond, maintenance, tires. Staff-up. Client lists. It's not get the car, put asses on seats.

VINCENT

Why not?

MAX

'Cause Island Limos will be more than a ride...like a club experience, a cool groove you don't want to end. Like that. So it's gotta be perfect. Perfect.

VINCENT

Uh-huh.

MAX

Plus I got bills. She's been dying of the disease since I was in high school...

Headlights pull through the jammed lot. Max's cab. And it pulls past the entrance to a parking slot near the alley.

VINCENT

Here's good.

Max backs in, cuts the engine. Vincent checks it out, concealing himself as much as possible in the shadows of the back seat.

VINCENT (CONT'D)

Gimme your wallet.

MAX

Why?

Vincent snaps his fingers impatiently. Max pulls his wallet, passes it back.

VINCENT

I'll hold it for you in case they search you.

MAX

In case who searches?

Vincent nods toward El Rodeo.

VINCENT

The people inside. Go in and ask for Felix. He's expecting you.

MAX

Felix? Okay. What's he look like?

VINCENT

Dunno. Never met him.

MAX

Who is he?

VINCENT

He's from who hired me.

MAX

I don't get it.

VINCENT

You destroyed my work-ups. And number four is due. Whatta you think, night's over? Called on account of rain?

(beat)

Go be me. In there. Score the backups. He'll have 'em on a flash drive or CD...

MAX

(appalled)

Why me? I can't. Why don't you go?

VINCENT

They don't know what I look like. And I don't meet people. Like in risk management. Protect anonymity. And you're not going to screw that up.

MAX

How'm I gonna be you?

VINCENT

Max, who's SoCal Cab Company? Ralph SoCal?

MAX

No.

VINCENT

Ever met the owner?

MAX

No.

VINCENT

Well, I don't work for them. I work for their bosses. They don't get to meet me, either.

MAX

If...if I don't pull it off...?

VINCENT

They're gonna kill you.

(shrugs)

You got ten minutes. 10:01? I drive the cab to the hospital and execute your mother on my way out of town...and don't pretend indifference.

MAX

I can't do this.

VINCENT

You threw my PC onto the freeway. You've got balls bigger than Toledo.

MAX

If I pull it off, it's gonna get other people killed...

VINCENT

Out of options, Max. Take comfort in knowing you never had a choice.

MAX

Uh, how long you been doin' this?

VINCENT

Why?

MAX

In case he asks.

VINCENT

Private sector? Six years.

MAX

You get benefits?

VINCENT

No. Nor paid sick leave. Quit stalling. Get out of the cab.

Max hesitates, opens the door, gets out...

Crossing towards the entrance.

FED #1 (O.S.)

Who is this?

FED #2 (O.S.)

Not Julio Iglesias...

...and we hear WHIRRING. ANGLE PULLS BACK...

Reveal FEDERAL AGENTS clustered loosely at a row of monitors, in a hard location. On the monitors are multiple views of El Rodeo's exterior entrances, two ND homes, the interior of two ND cars. One agent watches Max cross to the El Rodeo entrance. The room is littered with SURVEILLANCE EQUIPMENT and pizza boxes.

SENIOR AGENT FRANK PEDROSA, permanently agitated, stands. The camera on Max ZOOMS in, tracking him.

Move closer. REVEAL it's a camouflage housing, holding a video surveillance camera that RIGHT NOW pans and ZOOMS IN on Max.

AGENT #1 (O.S.)

Mark the time.

reacts to a SOFT KNOCK on the door. Fanning and Weidner are ushered in. Pedrosa glances at them, motions "hang on a second," as he stares at the monitor.

Entrance does NOT have a crowd waiting to get in past disco bouncers. Only light traffic flows in and out. But, it does have extensive security. Max, hiding his terror, steps up to two men at the door.

MAN #1

Yeah.

MAX

Uh, hi...

MAN #2

Que pasa? Wha's up, homes?

MAX

I'm here to see Felix. He has something for me.

MAN #2

(cold, believable)

Don't know no Felix.

That's it. Max failed. He won't make it past the front door.

MAX

Uh. Say...say it's Vincent. I'm Vincent.

The two men trade surprised look. Suddenly cautious and respectful. They lead Max inside.

Pedrosa watches the group exit into El Rodeo, then turns to Fanning and Weidner for quick introductions:

WEIDNER

Lt. Richard Weidner. LAPD. Major Narcotics Division.

FANNING

Detective Ray Fanning. LAPD. Major Nar...

PEDROSA

(interrupts, shaking hands)

Yeah, hi, okay. Agent Frank Pedrosa.

WEIDNER

Thanks for seeing us...

PEDROSA

Yeah. You're welcome. How can I help? What's up? Why do you wanna know about our case?

FANNING

Has there been any unusual activity tonight?

PEDROSA

As in...

FANNING

As in a murder or maybe a murder spree in Wilshire Central.

PEDROSA

All quiet on the western front. Various people are asleep. Various people are not. They come and go in cars, pickups and taxis. Other than that, we're watching air move.

(repeats)

...your interest in our case?

Fanning trades a surprised look with Weidner. A taxi? Fanning gestures. Pedrosa nods okay. Fanning rushes to the monitors, sees Max's cab peeking out from behind the corner of the building.

FANNING

Hood's all beat to shit.

Weidner's fumbling on his cell phone, out, already dialing.

PEDROSA

On what?!

FANNING

On that.

WEIDNER

What's the license number?

Technician on the joystick pans a remote camera to the cab, pulling out his notebook and scribbling down the number...

...as Max is led into a cavernous, blue Day-Glo Sinaloan disco.

And they move through dancers, in Sinaloan style: white cowboy hats, jeans, braided key chains, endangered-species cowboy boots. Hot ladies in spandex and other couture by Earl Scheib.

As they approach a row of booths opposite a mural of famous corrida singers...more sophisticated security appears. PACO pats down Max. Another, Rubio, cautiously covers him. Then...

MAX

is led to a booth in which sits FELIX REYES-TORRENA.

FELIX

- unlike El Rodeo's population - wears Hermes bought in Paris. Reserved elegance...

FELIX

I thought you'd be taller.

He's not invited to sit.

FELIX (CONT'D)

Anyway I look at this, I see only one thing. I see one thing with you. Here. Tonight. I see trouble.

Gestures... Max sits, forces himself to meet Felix's gaze.

FELIX

So. Vincent. Explain...

Meanwhile...

REPLAYS Max's entrance. It's enhanced and the audio is filtered, eliminating RF interference and background noise. We and they HEAR...

MAN #2

Don't know no Felix.

MAX

I'm Vincent...

The reaction in the room is electric.

FED #3

Did he say "Vincent?"

FELIX

(light complaint)

Vincent don't meet people. The jefes in Culiacan, Bogota, maybe. But he won't talk to you. But, now you are here. Okay. Why?

For a moment it looks like Max isn't even going to get the words out. Then:

MAX

I lost my stuff.

Pause.

FELIX

"Stuff"? Your "stuff"?

MAX

Yeah.

FELIX

I want you to listen to me real well.

(beat)

Special teams put together that list of..."dedos."

MAX

Dedos?

FELIX

Fingers. Informants.

(litany)

Signal intercepts, voice-recognizing software, surveillance...very expensive counterintel produced that list.

(beat)

An important list, wouldn't you say? And you "lost" it?

MAX

I'm sorry.

FELIX

Sorry? Sorry does not put back together again Humpty Dumpty...

Max is nearly pissing himself.

FELIX (CONT'D)

Do you believe in Humpty Dumpty?

Felix makes eye contact to PACO. Paco nods. Rubio, next to him, has his hand on an SMG and moves right to get a better line of fire on Max.

MAX

No.

FELIX

Do you believe in Santa Claus?

MAX

No.

FELIX

Neither do I.

(beat)

But my children do. They are still small. But do you know who they like even better than Santa Claus? His helper, Pedro Negro. Black Peter. There's an old Mexican tale that tells of how Santa Claus got so very busy looking out for the good children that he had to hire some help to look out for the bad children. So he hired Pedro. And Santa Claus gave him a list with all the names of all the bad children, and Pedro would come every night to check them out. And the people, the little kids that were misbehaving, that were not saying their prayers, Pedro would leave a little wooden donkey on their windows. And he would come back and if the children were still misbehaving, he would take them away and nobody would ever see them again. Now, if I am Santa Claus and you are Pedro, how do you think jolly old Santa Claus would feel if one day Pedro came into his office and said, 'I lost the list.'? How FUCKING FURIOUS do you think Santa Claus would get?!

Paco's gun is visible. Safety clicks off Rubio's SMG.

FELIX

So tell me, Vincent. Tell me what you think.

MAX

I think...

He can't finish.

FELIX

What?

MAX

I think...

to security

...I think you should tell the man behind me to put that gun away.

FELIX

What did you say?

MAX

low, tight

I said. Tell him to put the gun away. Before I take it and beat his bitch ass to death with it.

Felix eases back, measuring Max.

MAX

I picked up a tail.

FELIX

Federal?

MAX

You tell me. How do I know? So I tossed the list and work-ups to protect...in part...

sees his clothes

...your Hermes, Facconable sorry ass.

Felix considers "Max."

MAX

You think I like comin' here? Like I got stupid all of an instant? Shit happens. You gotta roll with it. Darwin. I Ching...

FELIX

Has, uh...

MAX

The fat man. The penthouse guy. The jazz man. It leaves two.

FELIX

checks his watch

Can you finish?

MAX

In six years, have I ever not?

...while the Feds go apeshit at what they've been told. Meanwhile, Weidner answers his cell...

PEDROSA

...are you telling me Ramone Gallardo and Sylvester Clarke were murdered tonight? Both killed...?

FANNING

...Sylvester for sure, Ramone...

WEIDNER

interrupts

We got another D.O.A. One "Daniel Baker" in South Central...

FED #3

That's three? He killed three in one night?

WEIDNER

Three what?

Fed #3 looks at Pedrosa. Mute.

PEDROSA

Three witnesses.

For a secret grand jury, secret my ass...

FANNING

So who's left? Before you lose them, too...

In a carrying case, a ruggedized PC is brought to the table. Felix turns it on. Enters a password. Downloads two "files" (Targets #4 and #5) into a flash drive in the USB port.

FELIX

The last two...

Felix unplugs the flash drive and pushes it across to Max. Max takes it. Their eyes meet.

FELIX

Do not fail.

MAX

I never do.

Felix releases the flash ram. Max rises...

MAX

And as a token of appreciation...I want to offer you a discount. Yeah. All my services, here, tonight... Twenty-five percent off.

FELIX

Twenty-five?

MAX

Hell, make it fifty.

FELIX

Very generous.

MAX

By the way. Daniel said he was sorry.

Felix nods. Max turns and walks out. The moment he's gone, Felix glances to Paco. They're giving him questioning looks.

FELIX

in Spanish

Go to Fever. He's met me. If it begins to go wrong, close his eyes. He cannot fall into their hands...

They rise.

exits, taking in a deep breath of night air, stunned that he's still alive...

The Feds swarm, remotely ZOOMING and capturing images, everybody talks at once...

ALL THE FEDS

chaotic, ad lib

...his face, make sure you get his face...Vincent the ghost...too grainy, too much noise...plus twelve dB of gain, you get noise or you get no image...you getting this? ...yeah...

ANGLE SHIFTS to Fanning, cell phone to his ear, trying to block out the noise as:

FANNING

...yeah, uh-huh...African-American, medium build, dark hair...are you sure?

Meanwhile, Pedrosa has separated from the group and on both a hard line and a Nextel is speaking urgently...

PEDROSA

into Nextel

LA101 to chase units... I want a three-car revolving tail on that cab. LA102 is on him, now, at El Rodeo. We will do a take-down of the cab with Vincent in it before he gets where he's going.

into hard line

Locate our witness, Peter Yip...wife, girlfriends, mommy, daddy, whatever. Get him evacuated. Get him safe.

into Nextel

On the cab, the assault team, when they are in place, will do the take-down. Do NOT spook him before. I want Air Support up and to maintain at 1,500 feet.

Meanwhile...

FANNING

into cell phone

E-mail me his license. Okay? I'll wait...

to Weidner

Anybody else in that cab?

Weidner can't tell from the angle of the surveillance camera. In the street below, Max walks to the cab...

...gets in behind the wheel, feeling limp. He lets out a slow breath, reluctantly passes the flash drive to Vincent, who already has Max's PC ripped from the dash and in the back seat. Vincent plugs the flash drive into the USB port. The icon appears. Vincent double clicks the cursor on it.

VINCENT

Vegas odds would have compelled a "don't pass" bet on you walking out of there...

MAX

...I'm very impressed.

Vincent enters a code. He sees what he needs.

VINCENT

Washington Boulevard. After-hours dance club near Crenshaw called "Fever." Know it?

MAX

Twelve minutes.

Vincent quits the flash drive, looks at Max. Max starts the car and pulls out...

looks at Max through the rearview mirror.

VINCENT

You'll be late. Jump on the freeway and get me to the 105 west.

MAX

Why?

VINCENT

Do it.

While the Feds are departing to interdict the killer before he can take their next witness, Fanning is trying to get a word in edgewise to a fast-walking Pedrosa...

FANNING

...according to the cab company's dispatcher, this cabbie's been driving that cab for twelve years...

PEDROSA

So what?

FANNING

...so, you're telling me this cabbie walks into a phone booth and, shazaam, changes into a meat-eater, super-assassin? What's he do, squeeze 'em in between fares?

PEDROSA

No. Cabdriver Max is floating down a storm drain. He is stuffed in the trunk of a cab. He is being devoured by flesh-eating stretococcus...

Fanning displays on his cell phone Max's picture from the DMV on Max's license. It's blurred, low-res.

FANNING

The guy, who walked out, looks like this guy...!

...and coming down the steps, fast, Fanning and Weidner at their heels. Talking over his shoulder...

PEDROSA

'Cause he picked a cabdriver who looks like him...

FANNING

What's Vincent look like?

PEDROSA

Who knows. He's a ghost... Vincent's not even his name.

FANNING

I don't know...

PEDROSA

We do.

nods to Fed #1

FED #1

We see private-sector security working for cartel groups in Colombia, Russia, Mexico...hiring ex-Special Forces types, ex-KGB all the time...

PEDROSA

Guys with trigger time, skill sets...real tradecraft...

...like, look like a "cabdriver."

They near their cars...

FANNING

What are you gonna do?

PEDROSA

Take down his ass. Save our witness.

...as Pedrosa and other Feds climb into a Cadillac and a Buick and a third car.

FANNING

What if they're wrong?

WEIDNER

The guy identified himself as "Vincent" and just met with the bad people!

FANNING

Bullshit. There is something else going on.

WEIDNER

It's not our game!

CUT TO:

to the 405 south on-ramp to the 105 west. Plus PROFILES (L to R) + FRONTAL driving shots of cab to an off-ramp.

enters and drives past CAM into the interior. Is Vincent parking and leaving early? VARIOUS LOCATIONS + ANGLES INSIDE PARKING STRUCTURE... Max's cab drives up ramps under white strips of neon and crosses the bridge to the adjacent parking structure at the northwest corner of the parking area across from the Bradley Terminal.

darts in after Max's cab...hesitates, keeps a distance...sees it's clear, then accelerates, tailing the cab.

accelerates up an up-ramp...

has turned around in his seat and looks out the rear window. We see why the FBI couldn't follow...

pulls in and stops. It's in sight of but doesn't approach the latest up-ramp to the roof.

FBI AGENT #3

I follow him up there...we blow the tail!

EMPTY PARKING LOT ROOF. Anybody tailing Vincent and Max would expose themselves right here. It's called a choke point.

VINCENT

to Max

Let's go.

Max starts towards the down-ramp.

FBI AGENT #4

into Nextel

LA103 to LA101. Pedrosa, Pedrosa...

to Agent #3

Air support...

FBI AGENT #3

into radio

LA103 to Air 4...you still have him?

HELICOPTER PILOT

O.S.

Air 4 to LA103. I lost him. You're in controlled air space. I gotta stay out until I get clearance from LAX tower...

FBI AGENT #4

into Nextel

Pedrosa...!

Listens. Then...

PEDROSA

on his cell phone

...you lost him?

he listens

He can head anywhere out of LAX. North or south on the 405, east on the 105, the 110...

Pedrosa's plan to intercept and take down Vincent just crashed. He rapidly recalculates.

PEDROSA

They locate Peter Yip?

FED #1

on phone

On with the wife. She thinks he's at Fever. They called. Can't get through.

PEDROSA

to Driver

Washington and Crenshaw. Move!

into radio

LA101 to LA103, LA104, LA105. Fever. After-hours club on 2407 Washington, near Crenshaw. Pico Union. Hit it!

LA105

O.S.

into radio

LA105 to LA101. Copy that.

from inside the curve "cloverleafs" onto 105/110 interchange.

under the interchange north (or southbound 110).

One of Pedrosa's chase units with four SWAT-types in sports clothes jams off the freeway onto an exit ramp to surface streets, north on Western or north on Crenshaw.

are riding in pensive silence through the neon visual noise of Koreatown.

VINCENT

Would you have called her?

MAX

Who?

VINCENT

Your lady friend. The one who gave you her business card.

Max is silent

Or was she just being polite?

MAX

I don't know.

VINCENT

Why hold back? Why not act off your impulse? Pick up the phone?

MAX

All I owe a fare is a ride, Vincent.

VINCENT

It's not what you owe me. Time is fleeting. Life is short. Time is luck. One day it's gone...

You make it out of this alive, you should call her. That's what I think...anyway...

It's an important speculation from Vincent, given what's going to come later. And meanwhile...

with two or three agents in the other two cars. One checks there's a round in the chamber of his .9mm, as the silent neighborhoods pass by.

Rubio has a silenced .9mm with an Aimpoint laser sight.

at the wheel. Tailing the FBI cars at a distance, CROSSCHATTER drifting from the police band...

cruises east. Korean neon burns into the sodium-lit magenta sky. The streets are empty at four a.m. Reflected streetlights flow up the windshield, colors kicking off dented bodywork. The streets are deserted; the city seems dangerous. Max and Vincent's attention, suddenly, is taken by something else...

separate and apart lope diagonally across Sunset. Adult males. Hunting. They're indifferent to urban habitation, as if they, not we, own this city...

becomes a frontal of Max's battered cab TO CAMERA and it turns right, as...

A half block ahead he/we GLIMPSE Max's cab pull into the Fever forecourt...

PEDROSA

There...!

There's chaotic valet parking with Bentleys and a Lambo in choice spots. The party-till-dawn crowd. And in the thick of it...

But they are preceded by a Porsche SUV, and a limo cuts them off and tries to disembark a diva, two girlfriends and two guys, with players heading into a club before Fever. Heavyweight Security has a fuck-you attitude towards Pedrosa's Buick and the SUV (LA105) until...

in tactical vests with CAR-15's; side arms...deploy. Vanity muscle undergo instant attitude change. Pedrosa ad libs telling diva to shut up and get back in the limo. BUT Max's cab has disappeared from view.

PEDROSA

We get Yip out. You take Vincent. Clean shots! Watch your backgrounds.

Pedrosa approaching the front entrance, the non-HRT are with the BOUNCER, who, in response to a request we didn't see, is trying to get a response on his radio from people in the interior...but fails, as his men enter. Meanwhile...

propels Max past a bar, through screens of glass, frosted alcoves...jammed with people.

VINCENT

Booth towards the back. That's where he hangs. Fat Korean guy. Terminal acne as a youth. You go first. Fifteen feet in front and three to my left. Wander, and innocent bystanders get the first rounds. Clear?

It's all black lacquer and frosted glass. Back rooms - in Korean luxo - are for karaoke or the Korean hotties who hang by a counter, like a check-in area. Panels of glass in semi-circles in front of planting, some with sheets of water running down, separate the different zones. OR...it's cheesy disco with flat screens playing Korean music videos and stock market quotes with out-of-date Christmas decorations and black-lit outer-space murals. Visually, it's as noisy as the Korean hip-hop, which makes it impossible for anybody to hear anything.

flash their LAPD badges, brush past the doorman, proceed in...

with Max in front and to his left, snakes through the crowd, swimming among them, scanning for Peter Yip, seeking his target in the back booths...

enter up the stairs. Staying as discrete as possible while urgent, while Pedrosa shoots looks, his POVs, Feds move south along east wall into densest part of the club...searching for "Vincent," trying to spot him before he can assassinate Peter Yip, searching for Yip, as...

enter. They hang at the rear. Wait. Their job is to take out "Vincent" if it looks like there's trouble, a double-takeout, because "Vincent" must not fall into the hands of the FBI. He knows too much.

searches, desperately, for Peter Yip, his last witness, to get him to safety.

enters, scanning the crowd. Nothing. He and Weidner split-up. And...

deeper among the dancers, now SEES distantly... PETER YIP for a moment. He's located towards the back wall across the dance floor in a booth on a raised area in the semi-circular room. With him are too-young Korean girls and a heavyset Rapper. The view got blocked by an African-American and a Korean bodyguard in suits near the booth, facing out. Behind the booth are five or six Korean gangsters. But on the dance floor, itself... VINCENT SPOTS an outer perimeter of security. Bodyguards within the crowd, facing outward from the booth...looking for trouble before it gets to the row of booths and Peter Yip. MAX receives the glance from Vincent. He's gestured down the middle of the dance floor towards the rear. They work their way through the mass of bodies. Meanwhile, Vincent casually smiles at a girl and takes an oblique path, sliding along a convex side wall. Vincent's path brings Vincent up behind Bodyguard #1, who looks to the right as... BODYGUARD #1 pounded in the kidney. His head is twisted around and torn back, dropping him to the floor amid the bodies and noise. Vincent's focus is already on BODYGUARD #2, as he kicks down with ferocious force, slamming Bodyguard #1 into unconsciousness... Bodyguard #2 intuits, turns. Vincent's foot slams his knee sideways, breaking it, Vincent's palm bounces the man's forehead back, his fist slams into his exposed neck, that fast. MAX buffeted by dancers, saw, backs away, as... BODYGUARD #3 saw the assault on #2. He grabs for Vincent...who breaks the grab, pulls Bodyguard #3's head and neck down towards him, slams his knee into his rib cage twice, breaking things, spins the man backwards, rips his head sideways and back, a centimeter from breaking, and holding it there with his left arm, Vincent's right hand is filled with the H+K as he moves towards Peter Yip.

just then, SEES... PEDROSA POV: PETER YIP glimpsed in the booth from Pedrosa's angle.

PEDROSA

to Fed #1

There's Yip! Get him out of here!

And Fed #1 moves with Fed #2 along the wall on the opposite side towards Yip while Pedrosa crosses the floor, sees the disturbance and over his right shoulder, right there is... VINCENT!!!

Mad Dog Killer "Vincent."

PEDROSA

into lapel radio

Middle of the dance floor! There he is!

FEDS + HRT WITH ASSAULT WEAPONS push through dancers...

PEDROSA

FBI! FREEZE, VINCENT! DON'T MOVE! FREEZE! HANDS IN THE AIR!

Max hears they spotted Vincent. Then he realizes the three, four weapons of cops fighting through crowd are all aimed at him. People who aren't falling away from him are confused. Max is the loneliest man in the room...

MAX

Don't shoot! I'm not Vincent!

But Korean hip-hop thunders. Korean music videos are crazy visuals. RAPPER next to Yip thinks HE'S getting busted, wants to get out while... BODYGUARDS #4 + #5 at either end of Yip's booth struggle to see from where the threat is coming. KOREAN GANGSTERS behind the booth put hands on weapons. They SEE Fed #1 + Fed #2 slide behind patrons, closing in, to get Yip to safety...

VARIOUS FEDS

O.S.

to Man

FREEZE! HANDS IN THE AIR! ON YOUR KNEES! NOW! NOW!

KOREAN GANGSTER #1 - pushed sideways by Fed #1, who's trying to reach Yip - sees the weapon in Fed #1's hand. So he pulls his 9mm, which Fed #2 shoves sideways but the gun FIRES, hitting an incoming... PEDROSA in the upper thigh, slamming him face first to the floor. AND WITH THE FIRST GUNSHOT, ALL HELL BREAKS LOOSE... MAX drops to the floor. Rounds are fired at him by Yip's Bodyguard #5. A dancer is hit. PACO gives the look of Rubio, who's moved to within 30 feet from Max. He nods "yes"...take out "Vincent," but... REAL VINCENT advancing to the Yip booth, sees the red line through smoke and the jewel of a laser point dance around Max's ear. Sees the source... VINCENT'S H+K over nearly-dead Bodyguard #3, swings left and punches THREE ROUNDS into Rubio... AND MAX sees Vincent saved his life. As... VINCENT spots... PACO ten feet away...

PACO

looks from Vincent to Max to Vincent

You're...

he got the joke

He drops to the floor for cover...to disappear...while...

MAX is on the floor amid destroyed furniture, overturned tables, panicked patrons and... FANNING ...low, pushing through the chaos, gets a glimpse of Max. Fanning shoves sideways to reach him, imbued with this mission for some inexplicable reason... AT BOOTH - PETER YIP is protected by his confused scrum of Korean gangsters and bodyguards. Girls dove under tables. The Rapper and one Bodyguard struggles through crowd that traps them to get out, while... VINCENT - the only calm in the storm - has dumped Bodyguard #3 and is moving on the cluster of protection at Peter Yip's booth, when... FROM THE LEFT SIDE OF BODYGUARD #1 - breathing in rasps and risen from the dead - grabs for the gun in Vincent's right hand as...

gets to Max.

MAX

I'm Max! I'm a goddamn cab driver!

FANNING

I know. I know!

Fanning grabs him, keeps him low, pushes his head down...

FANNING

I'm Detective Fanning, LAPD! I'm getting you out of here.

...and they slide behind the back of the opposite banquettes, seeking cover, and break towards a rear exit. While... HEAVY KOREAN GANGSTER, ALSO... slams Vincent's gun hand with a short baton. Vincent's disarmed. Two Men are on him. A KNIFE IN VINCENT'S LEFT HAND sinks into Bodyguard #1's leg, dropping him. KOREAN GANGSTER swings the baton for Vincent's head. Vincent steps inside. Traps the man's arm. Takes his baton, releases his torqued body and backhands it across the Gangster's neck. Vincent slams a forehand across his ribs. As the Korean Gangster, concussed, falls backwards, forcing Vincent to the floor... BODYGUARD #4, coming up the middle from Yip's booth, where attention focuses right now on the real threat: Vincent, FIRES A THREE-SHOT BURST from an SMG. And, Vincent, retrieving his H+K, rolls concussed Korean Gangster off of him, and... VINCENT places FOUR SHOTS into Bodyguard #4. VINCENT'S ASSAULT WILL BE IN A STRAIGHT LINE. Now, he rolls onto one knee, FIRES TWO MORE, dropping African-American Bodyguard #5, who had two handguns blazing. And RISING... VINCENT ALMOST AT YIP'S BOOTH Korean Gangster is blown back. Another tries to help 300-pound Yip escape over the back. He's HIT. Peter Yip falls back into the banquette, his eyes wider because Vincent's coming. Vincent reloads. As his thumb hits the slide release and it jacks forward, he's already FIRED a round into Yip. And Yip's eyes - at the fierce face of death approaching - are filled in his last moments with Vincent, who FIRES four rounds. And one to the head. That fast. And the wall of frosted glass with a plane of water running down it behind dead Peter Yip is untouched, serene. WOUNDED PEDROSA Feds are shouting. HRT are searching. Bodyguards are surrendering. Korean gangsters scream at each other. Inane Korean infomercials, videos, while...

race past karaoke and music recording rooms and escape down the back stairs. Fanning pushes Max ahead, covers their rear. MAX + FANNING FROM THE BOTTOM OF THE STAIRS

MAX

Oh, man, am I happy to see you! I don't believe it!

FANNING

Yeah. I know. Relax. Breathe. You're okay.

Other patrons have collapsed on the stairs and huddle on the landing. Max and Fanning slide by and step over them to get to the exit door to the back alley.

MAX

I can't believe it. I can't believe it...!

Fanning guides Max forward. Emotions flood out of Max. Ten hours of traumatic stress. Max's nightmare is over. He's home free. Tears stream down his face.

emerge. BOOM, BOOM, BOOM. Fanning is dead before he hits the ground. Max is horrified. Vincent grabs Max, propelling him forward.

VINCENT

fierce

GET IN!

He throws Max behind the wheel, gets in the back...

VINCENT

DRIVE!

Max - numb - hits the gas, peels out, his door left open, hands barely on the wheel, driving and motor skills impaired, scraping off the sides of adjacent cars. Dead Detective Fanning, now inert, is left behind.

CUT TO:

STRAIGHT DOWN from above. Acid-mint streetlight in pools on Olympic Blvd. The yellow cab is the only vehicle heading east. Everything else streams west. Emergency vehicles. Flashers.

in shock. Back in purgatory...eternally in his cab's front seat. As the lone yellow cab drives east...

VINCENT

What a clusterfuck. Only thing didn't show up was the Polish cavalry.

Max's life, controlled by Vincent, is a nightmare, perpetual and eternal...

VINCENT (CONT'D)

You don't wanna talk, tell me to fuck off...

MAX

(inaudible)

...fuck off.

Vincent's attention is out the window at the streams of emergency vehicles...at the earpiece, filled with LAPD and news helicopters.

heads east. All other traffic races to the debacle left behind...

VINCENT (O.S.)

...blood, bodily fluid and death get to you? Try deep breathing. Or remember, we all die anyway...

MAX (O.S.)

You had to kill Fanning?!

CONTINUED:

VINCENT (O.S.)

(blasé)

Who's Fanning?

MAX

That cop!

(beat)

Why'd you have to do that? You couldn't wound him? The guy had a family, maybe parents, kids who gotta grow up without a dad, he was a good guy, and he believed me...

VINCENT

I shoulda saved him 'cause he believed you...?

MAX

No, not just that.

VINCENT

Yeah, that...

MAX

Yeah, so, what's wrong with that?

VINCENT

It's what I do for a living...

MAX

Some living.

VINCENT

Head downtown...

MAX

What's downtown?

VINCENT

How are you at math? I was hired for five hits. I did four.

MAX

(grim)

One more.

VINCENT

There you go...!

MAX

Whyn't you kill me and find another cab.

VINCENT

'Cause you're good.

(shrugs)

We're in this together. You know...fates intertwined. Cosmic coincidence. All that crap...

MAX

You're full of shit.

VINCENT

I'm full of shit?

(beat)

You're a monument of it. You even bullshitted yourself, all I am is taking out the garbage. Bad guys killing bad guys...

MAX

'Cause that's what you said...

VINCENT

And you believe me...?

MAX

What'd they do?

VINCENT

How do I know?

(beat)

But, they all got that "witness for the prosecution" look to me. It's probably some major federal indictment against somebody who majorly does not want to get indicted... I dunno.

MAX

That's the reason?

VINCENT

That's the "why." There is no reason.

(beat)

No good reason; no bad reason. To live or to die.

MAX

Then what are you?

VINCENT

(looks up)

...indifferent.

Vincent hesitates, then back out the window...

VINCENT (CONT'D)

Get with it. Get over it. ...millions of galaxies of hundreds of millions of stars and a speck on one in a blink...that's us. Lost in space. The universe don't care (about you).

(beat)

The cop, you, me? Who notices?

MAX

What's with you...?

VINCENT

As in...?

MAX

Man, if someone had a gun to your head and said: "You gotta tell me what's goin' on with that person across the street, there, what they think, who they are, how they feel, or I will kill you"...they'd have to kill you...wouldn't they...?

(beat)

'Cause you don't have a clue...about...anyone.

(struggling for the words)

...I don't think you, you have a clue, period. Did anyone "do" for you in your life...? Ever? When you draw breath in the morning? Open your eyes in the a.m.? You anticipate...anything? Want anything? Expect anything? I don't think so...

(beat)

'Cause you are low, my brother, way low... and some standard parts that are supposed to be there?...with you, aren't. So what happened to you, man? What happened to you?

VINCENT

...all the cabbies in LA, I get Max, Sigmund Freud meets Dr. Ruth...

MAX

Answer the question.

VINCENT

Look in the mirror.

(on the attack)

VINCENT (CONT'D)

...with your paper towels...a bottle of 409...a limo company someday. How much you got saved?

MAX

None of your business.

VINCENT

Your business "plan?" Someday? "Someday my dream'll come..."?

(beat)

And one night you'll wake up and discover it all flipped on you. Suddenly you're old. And it didn't happen. And it never will. 'Cause you were never going to do it, anyway. The dream on the horizon became yesterday and got lost. Then you'll bullshit yourself, it could never have been, anyway. And you'll recede it into memory...and zone out in a Barcalounger with daytime TV on for the rest of your life...

(beat)

Don't talk to me about killing. You're do-in' yourself. In this yellow-and-orange prison. Bit by bit. Every day.

EXTREMELY CLOSE: Max is soaking up every word.

VINCENT (CONT'D)

All it ever took was a down payment on a Lincoln Town Car. What the hell are you still doing in a cab?

The needle on the speedometer is creeping past forty...

MAX

'Cause I never straightened-up and looked at it, you know...?

VINCENT

Slow down.

MAX

(ignoring him)

...myself, I should have. My brothers did...

(beat)

Tried to gamble my way out from under. (That was) Another born-to-lose deal! Then, "it's gotta be perfect to go!" You know? Risk all torqued-down.

Needle pushing sixty...

MAX (CONT'D)

But you know what? It doesn't matter. What's it matter, anyway? 'Cause we are...insignificant out here in this big-ass nowhere. Twilight Zone shit. Says the badass sociopath in my backseat. So that's one thing I got to thank you for, bro... Until now, I never saw it that way...

The cab goes blasting through an intersection on a red light. A LOS ANGELES TIMES DELIVERY TRUCK SLAM ON ITS BRAKES as Max swerves, barely avoiding a collision.

VINCENT

That was a red light!

Max glances in the rearview.

MAX

...not until now. So what's it all matter? It don't. Fuck it. Fix it. Nothing to lose. Right?

Vincent's H+K's aimed at Max's head. Max almost laughs.

VINCENT

Slow the hell down!

MAX

Why? What are you gonna do? Pull the trigger? Kill us? Go ahead, man! Shoot...my ass.

VINCENT

Slow down!

MAX

Vincent?

Their eyes meet in the rearview mirror. Vincent is arrested by a look in Max that he's not seen before. It's the even, confrontational look of a man with nothing to lose.

MAX (CONT'D)

Go fuck yourself.

Max slams on the brakes and cranks the steering wheel hard right...

hits a low divider...rear end comes unstuck, rotating over the front right and flipping the cab into a violent roll onto its roof, spinning down the street, SMASHING off other cars, pieces falling off, spewing glass...

...and then settling upside-down, revolving slowly to a creaking stop, antifreeze spilling across the pavement.

And then everything goes silent, motionless, still.

Wreckage. Steam from the ruptured radiator. Crumpled metal. Missing hood. Disintegrated windshield...shattered glass.

Max is trapped upside-down in his seatbelt, his roof half caved in, one side of his face streaked with blood. Alive but dazed.

Movement in the back. Sharp intake of breath. Then a voice...

VINCENT

Well. That was brilliant.

MAX

Was your seatbelt fastened, honey?

-- and a BLOODY HAND shoots from the darkness behind him, plunging an aluminum section that used to hold the perspex screen in place. Max jerks his head aside and the aluminum rail misses him by inches, ramming solidly into the headrest instead.

Max releases his seatbelt, dropping and hitting the ceiling of the cab. Vincent, sardined in the reduced space in the back, lunges forward. Max wildly fights to keep the knife at bay and crawl out his window. We hear a POLICE SIREN. Vincent, eyes glittering, kicks out the window on the other side.

Max, crawling away on the pavement, keeping low, the taxi between them, looks back...

MAX'S POV: VINCENT

...in a glimpse, running off into the night. Vincent's hand pulls the .45 Para Ordnance backup from his waistband. Vincent's SHOES CRUNCH on broken glass. He vanishes into darkness as the SIREN GROWS near...

Max pushes painfully to his feet. Looks around.

A surreal moment. Max standing by his overturned cab, the empty city all around him, breathing the cool night air.

Alive.

It strikes him in that moment. He's survived the night. The blood pumping through his veins is a fact. It stuns him. Overwhelms him.

How good is life?

The LAPD black and white screeches to a stop. A SERGEANT gets out.

SERGEANT

(into radio)

12A75 requesting an RA unit at Grand and 9th for a TC with injuries...

SERGEANT, looking at the truly wrecked cab...

SERGEANT (CONT'D)

Are you alright? What happened?

And the mundane beauty of the question makes Max look at him like he's crazy, and there are tears streaming down his face. The Sergeant approaches Max, gentle but firm:

SERGEANT (CONT'D)

(as if to a child)

You've been in an accident. An ambulance is on the way to help you. Do you understand what I am saying to you? Sit down on the curb. Okay?

(Max nods)

Anybody else in there?

Max shakes his head. The Sergeant shines his flashlight on the passenger compartment, concerned about Max.

SERGEANT (CONT'D)

Don't worry about the cab. They'll get you a new one. You okay?

MAX

(finds his voice)

I'm...fine. Fine. Just dizzy and shit.

SERGEANT

Sit there and breathe deep, sir. You'll be okay.

The Sergeant, now at the rear of the cab, to make sure there's no gasoline spill, suddenly freezes, his flashlight beam finding the trunk lid ajar from the crash, and inside is the corpse of Ramone Gallardo in a sprawled heap.

SERGEANT (CONT'D)

Put your hands where I can see 'em! Get on your knees! Slowly!

MAX

Huh?

Sergeant's gun is out on Max. Max does as he's told, getting to his knees on the pavement. Curious. The whole thing strikes Max as insane. Absurd.

MAX

Sure. Arrest me. Take me in. Police station. LA County's good.

...and he's on his knees, hands on his head. Sergeant coming up behind him, covering him. Per procedure, Sergeant holsters his weapon, draws his cuffs, and grabs Max's right wrist, cuffing it.

MAX (SLO-MO)

One arm is brought down behind his back...

MAX'S POV: PUSH SLOWLY INTO DEBRIS

from the wreckage. Granules of shattered safety glass. Max's on-board computer that Vincent used - upside down - and "ON"... And...

TIGHTER ON MAX (SLO-MO)

as he sees the display from Vincent's flash drive of the last two targets. Max's falls forward and flattens his face on the pavement to see...

MAX'S POV PUSHING IN

The split image. On the left is Peter Yip. On the right is...

ANNIE FARRELL. ASSISTANT U.S. ATTORNEY.

MAX (SLO-MO)

Breath goes out of him. Target #5 is Annie. As the Sergeant is struggling for Max's left hand, now, Max's lunges for...

UNDER SHATTERED GLASS

the visible grip of Vincent's .45 H+K.

MAX

pulls the Sergeant off-balance, whips the H+K around while still on his back, jamming the gun to the Sergeant's head. Sergeant's hand reaches for his holstered Beretta...

MAX (CONT'D)

Get your hand off your gun!

Max jams the gun tighter to the Sergeant's head. He's not certain where to point it.

MAX (CONT'D)

Look, someone's gonna get killed if I don't, it's...

SERGEANT

(cuts in)

PUT YOUR GUN DOWN!

MAX

NO! I gotta go, see, you don't...

SERGEANT

(cuts in)

PUT THE GUN DOWN!

MAX

HEY, HEY! When did this become a negotiation?

Max grabs the gun out of the Sergeant's holster and tosses it under the car. He takes his second set of cuffs...

MAX (CONT'D)

Cuff yourself to the goddamn door.

Sergeant cuffs his arm through the window frame of the open squad-car door. Max tosses the key. Trapped.

SERGEANT

You're in a world of shit...

MAX

Good! Do us a favor. Call the police! I'm going to 6th and Fig.

(running off)

I got no time to explain...

...and the last the Sergeant sees of him, Max is vanishing up the street into the darkness.

Running.

Stripped of everything now. Operating purely on instinct. Vincent's gun in his right hand, handcuff dangling from his left wrist...

Running.

The city silent around him. The only sound is his feet hitting the pavement...

Running.

TWO COP CARS rocketing through an intersection a block or so behind him, SIRENS WAILING. Max veers for cover, not breaking stride, pressing on...

More distant SIRENS, now, police units responding...Max, racing up the middle of the street...

Seeing a late-night PARTIER coming out of The Standard with a CELL PHONE, Max grabbing the phone right out of his hand as he sails past him, the Partier spinning around to chase after him...

PARTIER

Hey, asshole!

Max whips around, H+K snapping up.

MAX

Fuck off!

The man does. Max keeps running, dialing, fumbling Annie's business card from his pocket, getting the numbers wrong, trying again...

...and he finally stops, gasping for breath, punching in the final numbers. LOUSY signal. CAMERA CIRCLES AROUND MAX TO REVEAL...

Max runs up the stairs of a parking structure to get a better signal. He and we SEE...

MAX'S POV: FEDERAL BUILDING

across the freeway. Dark offices. Only a few have lights on. Except...

Three floors that are completely lit, 14th through 16th.

MAX

(gripping cell phone)

C'mon, go through, go through...

Through intermittent CELL PHONE STATIC, we hear RINGING on the other end...

uses a card similar to the one we saw in the front to gain access to the elevator lobby without setting off the alarms. BUT this card's connected to a wristband with other key cards and an identification card of a heavyset black woman. We don't understand...

WIDER

beyond Vincent the lobby's vacancy is sinister...

Vincent rides up, watching the numbers climb...

Max waits, heart pounding, phone ringing, eyes scanning the windows...

He sees a FIGURE on the uppermost well-lit floor, 16, through the south windows cross an office to grab the phone. Annie.

INTERCUT WITH:

lays down some files and grabs up the phone, bleary from exhaustion. She wasn't kidding about pulling an all-nighter.

CONTINUED:

ANNIE

Annie Farrell.

MAX

(gasping for breath)

Annie...it's Max.

ANNIE

(uncertain)

Max...

MAX

Max, the cab driver!

ANNIE

(beat)

Max?

(glances at clock)

...kind of a strange time to be calling...

MAX

Listen! Listen, okay? There's a man. His name's Vincent. He's come to kill you!

ANNIE

He's...what? Where are you...?

MAX

(shouting)

Kill you! He is coming to kill you!

ANNIE

(beat)

Is this a joke? 'Cause it is not funny.

MAX

A guy, Felix, hired him! Or people Felix works for. He's already killed witnesses, now he's coming after you! He was scoping out your building when I dropped you off. I don't know what happened, but he got into my cab.

slide open. Vincent emerges onto the floor, using a master key card to enter the office...

tries to decipher what Max is saying through the CELL PHONE DROPOUTS:

ANNIE

Did you say Felix? As in Reyes-Torrena? How do you know about my case? I don't understand...

MAX

It doesn't matter! Get out of the goddamn building...

...but it's too late, Vincent's at a wooden door in the wood-and-glass office interior with an "Assistant U.S. Attorney Annie Farrell" sign. He kicks in the door at the lock. It slams open. He's through, H+K up...

REVERSE: NOTHING

Empty. No one's home. It's not the same office. Vincent steps in...

Annie finally grasps what Max is telling her:

ANNIE

...okay, okay, Max, I believe you...I'll get out of the building...

MAX

No, no, wait...!

sees across the freeway: Vincent looking through Annie's office. It's on the 14th floor...

LOW ANGLE PAST MAX

CAMERA TILTS UP to reveal Annie two floors above. She's frozen at a table in the law library on the south wall, phone to her ear.

SEES purse, take-out, coffee cups...Vincent KNOWS she's still here.

And the ANGLE becomes OVER VINCENT out the window to the parking structure below and to the speck on the roof - Max, watching him.

MAX

...he's two floors below you.

ANNIE

In my office?!

MAX

Where are you, what floor?

ANNIE

Sixteen, law library and files.

MAX

He doesn't know you're up there! Stay right where you are! Call 911!

ANNIE

Max, are you sure?

MAX

Call the goddamn police! Don't move from that spot...

Vincent pauses from examining offices with half-glass interior walls. His eyes going to a desk phone. Three banks of extensions. All dark. ONLY ONE of the extension buttons is GLOWING. Then it goes out. Then it lights up again.

Glowing light. It's Annie calling 911. Next to it is typed the extension's location.

Files Section, 16th Fl.

Vincent looks up. He knows where she is. CAMERA TILTS UP of his look...

sees, realizes Vincent knows where she is...

MAX

(into cell phone)

Hang up. Hang up! Annie, get out! He knows where you are!

lost in CELL PHONE INTERMITTENT CUT-OUT...

ANNIE

Hello? Max? What did you say?

No use. He's gone. She punches a clear line, dials 911...

frantically hits redial. Nothing. No signal. SHRILL FAST-BUSY TONE. No cell service.

MAX

Shit!

Pure desperation. He glances over the abutment to the grass slope below. No time to think. He acts. Fuck it. He jumps, clumsily, falling, rolling...

with Max. Desperate, not graceful, pushing to his feet, ankle wrenched, racing/hobbling, grass-stained hoody, across...

...crossing the bridge over the Harbor Freeway to the office building...

...as Annie listens to the 911 RECORDING:

VOICE

...call will be answered in the order received. If this is not an emergency...

enters. The sidewalk is elevated above the lobby. Through the brightly-lit glass walks Max sees the lobby is strangely vacant. No security guards. (Then he SEES a LONG SMEAR OF BLOOD across the white stone...)

finally hears a CLICK ON THE LINE as:

FEMALE VOICE (FILTERED)

911. How can I help you...?

ANNIE

There's a man in the building! He's trying to kill me. I'm...

WHACK! Vincent swings it again, instantly severing the 16th floor's power and telephone trunk line. Sparks emit from the bundled cables in the thick conduit. He tosses the ax, exits into the hallway, jabs the elevator button...

appears. And SEES...dead NIGHT WATCHWOMAN squeezed behind the security desk...

...as Annie finds herself talking to a dead line:

ANNIE

...hello?

Meanwhile...

Max hurls a steel trash can at the glass wall with all his might. It just bounces off.

Max pauses, stymied. He raises Vincent's H+K clumsily in one hand, braces himself, squeezes the trigger. Nothing. Is there a safety on this thing? He finds it.

He tries again. FIRES TWO SHOTS into the glass door. The gun almost kicks out of his hand. But the door disintegrates. He walks through...

Annie, frozen with indecision. What to do? Stay or go?

(In keeping with the building's design, a WALL OF GLASS separates this area from the corridor beyond, which is separated by glass from other offices and the lobby. Normally, you'd be able to see people working, walking the hallway.)

Right now, the corridor's dark. Terrifying.

She forces herself to move, to cross the office, run now...for the door to the...

INTERNAL CORRIDOR

...but she only gets ten feet before she's stopped by...

CONTINUED: (2)

A door opening. A SOFT FOOTSTEP. Somebody's there. Somebody stealthy.

She backs up, against the floor-to-ceiling windows. Frozen. Heart pounding. Listening. Against the city at night out the windows...

She backs up, further towards the windows, back into...

INT. FILES SECTION

...where she backs past file cabinets. Not deep enough. Nowhere to hide. So she backs along the glass. Nothing now but the CITY GLOW spilling faintly through the windows. Low shelves of legal books. Tables offering no cover. While...

A SHADOW

tracks against the city laid out to the south, the 110 and 10 like arteries carrying white and red cells (headlights and taillights)...

ANNIE crouches under a table and crawls backwards. She can't hear a thing. Her heart pounds. The silence makes her want to scream.

A POV of empty, scary office. Over the table, b.g., is the glass wall running the length of the office area. The corridor beyond. Empty.

A SHADOW...? Did she see a shadow pass against the murky darkness out there?

A soft sound. Feet on carpet. Did she hear it? Is she imagining it? The breath catches in her throat. Eyes wide.

THE SHADOW

in the bullpen by a corridor. It lurks, silently. Waiting. It's Vincent.

FRONTAL: VINCENT

And then he moves. Softly. Quietly...

TIGHT ON ANNIE

Under the table...by the windows. A huddled form against the city lights and helicopters. Waiting. Not breathing. Still as a statue. Then the urge is too strong.

She's got to get out, get out now!

Annie on her hands and knees, trying to crawl away, soundlessly...

...not realizing that walking upon her, SOUNDLESSLY, from the back is Vincent. She doesn't know. He's a shadow in the dimness.

ANNIE

senses. Stops. Turns...and she sees the shape - twenty feet away - of Vincent...the Para-Ordnance .45 coming up. The .45 cal barrel like a tunnel into nothingness.

VINCENT'S EYES

are cold, indifferent.

VINCENT'S FINGER

squeezing off the slack on the trigger.

VINCENT'S EYES

sense. Stops. Turns.

A SILHOUETTE

in a doorway. Aiming a gun. He's backlit by a red emergency light on a rear wall. For a moment, Vincent can't bring himself to believe it...

VINCENT

Max?

MAX

Let her go.

Vincent smiles, it's harsh, almost canine...

VINCENT

What are you gonna do, shoot m--

BLAM! A MUZZLE FLASH. Vincent got kicked in the head. He goes sprawling.

Max rushes up to Annie. Grabs her arm, jerks her away...

ANNIE

Max...?

He pulls her to her feet. Both of them backing away, running for the door. A GROAN. Max pulls her harder.

VINCENT

rises, gets behind cover. Sitting up, eyes glittering, hand clasped to the side of his head, blood coursing through his fingers.

VINCENT

Jesus, Max. You shot my ear off.

He pulls his hand away, sitting on the floor, staring at the sheet of blood on his palm. He looks at the fleeing Max.

VINCENT (CONT'D)

Okay, MAX!

has the H+K aimed, backing for the elevator lobby...

around a corner, clearing space. Fast. His Para-Ordnance up. Max and Annie running, now... Vincent sees vague shapes...

BOOM-BOOM! BOOM-BOOM! Gunshots punch through the glass, inches from Max and Annie, collapsing walls revealing Vincent against the LA-scape. Blossoms of white flame: BOOM-BOOM...

...and a moment later the GLASS WALL EXPLODES into the corridor, by a chair, CRASHING through it, followed by Vincent, into the elevator lobby, while...

hits the ground-floor button and "close," the doors taking a million years to do that. As they're sliding shut, he sees Vincent across the lobby, raising the gun...

Max throws himself on Annie, both to the floor. BULLETS PUNCH through the paper-thin sheet-metal doors. But the elevator's moving now...

...leaving Vincent behind. He darts for the stairs.

Max and Annie on the floor, breathing hard, staring at each other in wordless shock. They reach the ground floor...

...and Max drags her forward, the two of them racing across for the exit, seen WIDE + HIGH in REAR SHOT (Gas Co. lobby, running to S.E.)...

Vincent careens down the steps, the entire side of his head bloody, his ear mostly gone. He SLAMS through a door into --

-- where he finds the elevator standing empty. He hears a door

enters and races down the frozen escalator to CAMERA.

enter and run through the interior hall OR down the lower staircase.

entering from the street, diagonally, down to CAM. (The office building is behind him.)

race towards the boarding area.

Hardly anyone in sight, except for an OLD WHITE HOMELESS GUY with a TV set in a shopping cart powered by a car battery.

MAX

CALL THE POLICE!

He stares at them like they're nuts. They run towards the empty platform. No train!

Neon-lit, strange art, like dead people floating in a pool, hangs from the ceiling.

Max and Annie run, turning this way and that, trying to decide what to do.

They run down ANOTHER STAIRCASE where we see the BLUE LINE PLATFORMS, running at 90 degrees. No train there, either! They race down, anyway to get away, because...

runs into frame, SEES Max and Annie 50-75 yards away, racing down the stairs to the Blue Line...a difficult shot, Vincent aims, elevates the front sight...

CONTINUED:

BOOOOOM! BOOOOOM! BOOOOOM! Vincent FIRES THREE ROUNDS...

cut by .45 caliber bullets chewing craters in the ceramic tiles inches from them.

HEAR, NOW, A TRAIN PULL IN. BUT it's upstairs on the Green Line. They run down the platform for the stairs back UP!

running, SEES the train arriving on the OPPOSITE PLATFORM. He looks down to the stairs to the Blue Line. A train pulls in there, too! Decision time.

...are discovered crawling into the car. They collapse, low on the floor, waiting for the doors to close, the train to pull out, hoping Vincent hasn't followed...

VINCENT

has to decide, has to second-guess Max. A beat. The train sits there for seconds. It seems like hours, like fucking forever. Vincent riveted to the spot. Max + Annie praying Vincent doesn't appear.

The doors start to close, sliding irrevocably shut.

VINCENT

Then he knows. With no hesitation, he leaps off the platform onto the rails as the train starts to pull out.

are at the sliding which adjoins the fourth car to the third car. The train's picking up speed. Where's Vincent? As a precaution, they start for the third car.

...we're out of the subway on the surface...

low, down the aisle of the third car, rising for the door. And Max turns and looks:

VINCENT

standing in the fourth car, staring at him.

race in as ROUNDS pound through glass into the second car. ROUNDS SLAM through metal and glass.

VINCENT

is coming...

VARIOUS ANGLES

...and the SEQUENCE BUILDS, Vincent working toward the front... Max and Annie desperately looking for cover. City racing by. Train racing by city. A few RAGGED PASSENGERS trying to huddle out of harm's way with nowhere to go. As the TRAIN THUNDERS AND SHRIEKS over the track junctures...

THE FIRST CAR

Max and Annie rush in, slide the door shut. This is as far as they can go. They drop into a crouch at the door, breathing hard, terrified, Max with his back against the wall, arm stiffly keeping the door handle wedged tight, his head just below the door's window. A harsh, ragged whisper:

ANNIE

Where's the next station?

A frozen moment. Eyes locked. Knowing they're probably going to die together, even though they hardly know each other.

THE TRAIN GOES BLACK, LIGHTS DYING AS THEY SHRIEK OVER ANOTHER JUNCTURE...then the LIGHTS RETURN, stuttering.

Max rises slightly up, peers over the lip of the window. Here comes fucking Vincent down the aisle of the second car. He sees Max. He shouts, barely audible from here...

VINCENT

YOU CAN'T WIN, MAX! I DO THIS FOR A LIVING!

...and he keeps coming, .45 at his side, a sheet of blood down his face from the missing part of his ear.

...the visage of Vincent, the .45 in his hands, scares the shit out of the early-morning passengers.

...and Max clutches the H+K, takes a deep, shaky breath, his eyes on Annie's, not even sure in that moment what he's going to do, probably die, and he lunges up, Vincent not ten feet away...

AND THE TRAIN GOES DARK.

CONTINUED:

A BLIZZARD OF MUZZLE FLASHES, both men FIRING THROUGH THE WINDOWS at each other, GLASS SHATTERING between the cars and getting sucked away by the wind, Max screaming, face lit only by the GUNFIRE, clumsy in how he holds Vincent's H+K, firing one-handed, not aiming, not looking where he's shooting...Vincent's Para-Ordnance BOOMING OUT MASSIVE ERUPTIONS OF FLAME...

CONTINUED: (2)

...and then abrupt silence as the LIGHTS RETURN, Max looking down, his expression nearly childlike with terror. He stares at the H+K in his shaking hand, sees the slide is locked back - gun's empty. He rises up. His look says, "go ahead, kill me..." through the shattered window.

Vincent's standing in the other car, right where we left him. Watching Max. A little smile on his face.

Vincent ejects the empty magazine. Before it even hits the floor or at his feet...Vincent's hand loading a full mag, the weapon pointed at Max, like it was when he reloaded and shot Peter Yip the first time.

Odd, though. His fingers aren't working that well. His brilliant sleight-of-hand seems gone. He fumbles the reload, in fact.

The magazine of stacked .45's drops, landing at his feet among the expended casings. A few fresh droplets of blood patter quietly.

Vincent considers picking up the mag, but it suddenly seems like way too much trouble. He blinks at the .45 in his hand, as if confused, then turns and starts unsteadily back toward the back of the car.

The .45 slips from his fingers, clattering to the floor.

Max watches Vincent walk away.

Vincent only makes it halfway. He has to sit. He grabs an aluminum pole, eases himself onto the seat, trying to catch his breath.

Max slides his door open, steps across the bridge between cars. Slides the second door open. Enters.

Vincent turns his head slightly, watching Max draw cautiously nearer. Max stares down, seeing the blood spreading across the floor beneath Vincent. Turning into quite a pool.

Vincent tries to speak, can't quite manage. Max sits across from him. Annie appears in b.g., watching them.

VINCENT + MAX

sit there, riding the train. Softly:

MAX

We're almost at the next station.

CONTINUED:

Vincent smiles faintly. He leans his head toward Max as if conferring a secret. In a halting whisper:

VINCENT

Guy. Gets on a subway. Dies.

off Max's look

Think anybody'll notice?

MAX

looks into Vincent's eyes. It means "I'm that guy" and "will anybody notice me when I'm gone?"

VINCENT

leans back, gazing straight ahead now. Rocking gently with the motion of the train...

...and with much effort and to Max's amazement, Vincent emits a soft, rasping wheeze, but it's a faint laugh all the same.

Max has no idea what's so funny to a dying man. Vincent looks.

Max follows his gaze. There, right across the car, among all the ADVERTISEMENTS near the ceiling, is:

AN AD

The whitest sand and bluest sea you can imagine. A dream place. Limitless horizon.

Vincent's no longer laughing. In fact, Vincent's no longer doing anything. Ever.

Annie comes to Max and sits. She shivers. Max takes off his zippered, hooded sweatshirt and puts it around Annie. It's a small gesture. But it's a protective and confident act... She takes his hand. Dawn lightens the sky ahead. They ride the train together, side by side, neither saying a word. For now.

The train pulls in to a station...

WIDE ANGLE OF SUBWAY CAR

...and Max pulls Annie to her feet. The doors open. They silently get off. The first sideways streams of yellow light shaft into the station.

The doors close again. The train pulls out.

CONTINUED:

WE HOLD ON Vincent for a while. Riding the train by himself, into the dawn, his head back as if sleeping, alone in the car, as the sun rises.

Another dead guy on the subway...riding into a new day.

And Max, in his Polo shirt and dirty pants, an arm around Annie, wearing his stained sweatshirt, rises to us up the escalator...freeways, arteries of traffic behind them.

FADE OUT