Strange Days (1995)

1:06 AM DEC 30, 1999

Blackness.  We hear:

		VOICE
	Ready?

		SECOND VOICE (LENNY)
	Yeah.  Boot it.

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

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

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

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

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

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

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

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

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

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

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

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

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

		LANE
	Let's go.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The cop car surges onto the street behind us.

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

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

		LANE
	Don't stop!

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

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

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

KRUNCH!  Crushing metal and an explosion of broken glass.

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

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

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

Our hands pulling Lane out.  He comes up running.

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

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

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

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

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

The POV is finally broken by a...

						CUT TO:

INT.  UNDERGROUND GARAGE

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

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

						CUT TO:

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

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

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

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

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

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

		LANE
	Come on!  Fucking jump man!

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

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

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

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

Only silence.  And blackness.

						CUT TO:

INT.  UNDERGROUND PARKING GARAGE

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

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

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

		TICK
	Don't have a fucking coronary, Lenny.

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

		TICK
	Sorry.

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

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

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

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

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

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

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

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

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

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

		LENNY
	So lay it off to somebody else.

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

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

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

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

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

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

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

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

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

		TICK
	Ha!  That's for fucking sure.

		LENNY
	What else you got?

						CUT TO:

MONTAGE/SERIES OF SHOTS

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

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

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

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

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

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

		DAN FROM SILVERLAKE
	Uh, hi.

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

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

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

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

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

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

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

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

ON LENNY DRIVING.

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

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

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

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

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

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

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

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

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

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

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

		LENNY
	        (lying)
	I live here.

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

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

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

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

		LORI
	I pray for you all.

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

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

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

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

		SKINNER
	        (laughing)
	Fuck you, Nero.

		LENNY
	Whattya got for me?

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

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

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

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

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

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

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

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

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

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

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

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

		HOST
	2-K?  What's that DeWayne?

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

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

LENNY cuts him off as his cellular call connects.

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

						CUT TO:

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

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

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

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

		EDUARDO
	What's all this squid shit?

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

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

		EDUARDO
	Hey, fuck you, man.

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

		EDUARDO
	Yeah, right.

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

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

		EDUARDO
	No problem.

		LENNY
	A star is born.

						CUT TO:

EXT.  TRAIN YARD - NIGHT

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

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

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

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

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

						CUT TO:

EXT.  ALLEY AND STREET - NIGHT

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

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

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

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

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

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

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

		SPREG
	No.  Now.

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

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

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

						CUT TO:

INT.  SUBWAY STATION AND TRAIN

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

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

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

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

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

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

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

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

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

		ENGELMAN
	FREEZE!

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

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

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

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

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

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

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

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

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

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

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

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

		ENGELMAN
	Oh shit.

						CUT TO:

EXT./ INT.  LENNY'S APARTMENT - NIGHT

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

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

BEEP.  And...

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

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

						CUT TO:

EXT.  ALL NIGHT GAS STATION - NIGHT

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

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

						CUT TO:

INT.  LENNY'S APARTMENT

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

						CUT TO:

EXT.  ALL NIGHT GAS STATION - NIGHT

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

						CUT TO:

INT.  LENNY'S APARTMENT

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

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

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

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

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

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

PLAY BACK SEQUENCE/ POV:

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

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

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

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

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

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

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

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

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

Their eyes meet in the mirror.

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

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

		LENNY
	Watch and see.

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

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

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

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

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

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

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

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

						CUT TO:

INT.  LENNY'S APARTMENT/SERIES OF SHOTS

2:14 PM, DECEMBER 30

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

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

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

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

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

						CUT TO:

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

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

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

						CUT TO:

INT.  CORAL LOUNGE

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

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

		BARTENDER
	Hey, Lenny.

		LENNY
	Anything without an umbrella.

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

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

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

		LENNY
	Looks like money to me.

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

		FABRIZIO
	Don't forget your friends.

		LENNY
	10 percent, Fabri, like always.

They slide into the booth with KEITH.

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

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

		KEITH
	I understand.  No, I'm not.

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

		KEITH
	That's right.

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

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

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

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

		KEITH
	No.

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

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

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

		KEITH
	Clips.

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

		KEITH
	What kind of things exactly?

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

Fabrizio gets the hint and heads for the bar.

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

Keith nods, mesmerized by Lenny.

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

Keith touches his ring self-consciously, then grins.

		KEITH
	        (hooked like a carp)
	Sounds good.

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

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

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

		KEITH
	What?  Right Here?

		LENNY
	        (grinning)
	Step into my office.

						CUT TO:

INT.  CORAL LOUNGE/MEN'S ROOM

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

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

						CUT TO:

EXT.  PARKING LOT/CORAL LOUNGE

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

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

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

						CUT TO:

INT.  CORAL LOUNGE

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

		MAN (MAX)
	Where is he?

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

						CUT TO:

INT.  CORRIDOR/CORAL LOUNGE

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

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

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

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

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

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

		MAN
	        (to Keith)
	Beat it fuckwad.

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

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

		MAN (MAX)
	Gotcha.

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

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

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

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

		LENNY
	Least you can do.

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

		REGULAR
	Yo, Pelcher!  Mad Max!

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

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

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

		LENNY
	Thanks, Max.

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

		LENNY
	This tie cost more than your entire
	wardrobe.

		MAX
	That's not sayin' much.

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

Max raises his double shooter.

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

He downs it in two fierce gulps.

		LENNY
	You were lucky, Max.

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

Bobby pours for Max.

		MAX
	You seen Faith lately?

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

		LENNY
	Naw.  She won't call me.

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

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

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

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

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

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

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

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

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

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

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

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

		LENNY
	What's going on?

						CUT TO:

EXT.  CORAL LOUNGE/PARKING LOT - NIGHT

Lenny and Iris come out the front door.

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

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

She's gone.  What the hell?

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

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

		LENNY
	Hang on, that's my car--

		TOW DRIVER
	Not anymore.  Belongs to the bank.

		LENNY
	Hey wait a second...

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

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

		DRIVER
	You got the cash on you?

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

The guy is getting into his truck.

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

He hands the guy his watch.

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

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

		LENNY
	Son of a bitch!

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

						CUT TO:

INT.  CAR - NIGHT

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

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

						CUT TO:

EXT.  CORAL LOUNGE - NIGHT

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

						CUT TO:

INT.  CORAL LOUNGE

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

ON Max and Lenny at the bar.

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

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

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

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

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

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

Mace and Max exchange a weary look.

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

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

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

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

Max raises a glass in salute to the TV screen.

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

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

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

		LENNY
	        (riveted to the TV)
	Shutup a second!

		MACE
	Hey, isn't that Tran Vo?

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

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

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

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

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

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

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

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

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

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

		MACE
	Sleaze to peddle.

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

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

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

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

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

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

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

		MACE
	        (resigned)
	Driving Mr. Lenny.

						CUT TO:

INT.  LIMO - NIGHT

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

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

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

		MACE
	Buncha techno-perv jerkoffs.

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

		MACE
	Uh huh, I wanna hear this part.

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

		MACE
	Price he pays for being a
	scumsucking pig.

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

		MACE
	Lenny, this shit's illegal.

		LENNY
	Define illegal.

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

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

		MACE
	Define love.

						CUT TO:

EXT.  ST. JAMES CLUB - NIGHT

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

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

INSIDE the car, Mace spots him and scowls.

		MACE
	Dammit, Lenny, you made me late.

Lenny opening the door before the car stops.

		LENNY
	What's his name?

		MACE
	Fumitsu.

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

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

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

She walks calmly to him.

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

		LENNY
	        (winning smile,
	         innocent)
	Coming with you.

		MACE
	You will not live to see the
	morning.

						CUT TO:

EXT.  HANCOCK PARK HOUSE - NIGHT

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

						CUT TO:

EXT.  HANCOCK PARK HOUSE - NIGHT

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

						CUT TO:

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

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

		STRICKLAND
	Nero.

		LENNY
	        (uh-oh)
	Strickland.

		STRICKLAND
	Commissioner Strickland.

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

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

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

Lenny waves.  Fumitsu waves back from across the room.

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

		LENNY
	Your sex life?

		STRICKLAND
	Your existence.

						CUT TO:

EXT.  HANCOCK PARK HOUSE - NIGHT

Mace sits in her limo, talking on the cellular.

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

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

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

		MACE
	Are we having a bad night?

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

						CUT TO:

INT./ EXT.  MACE'S LIMO - NIGHT

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

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

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

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

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

We are Faith now.

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

		LENNY
	Forget it's there.

		FAITH
	Make me forget it, baby.

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

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

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

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

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

		LENNY
	In LA?  Are you crazy?

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

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

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

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

		MACE
	Get it.

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

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

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

		LENNY
	That would be no.

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

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

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

		LENNY
	I thought we were friends.

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

		LENNY
	So am I.  Just trying to get by.

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

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

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

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

		MACE
	Look, I gotta get some sleep.

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

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

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

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

		MACE
	Jesus, Lenny.

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

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

						CUT TO:

EXT.  RETINAL FETISH - NIGHT

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

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

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

						CUT TO:

INT.  RETINAL FETISH

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

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

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

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

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

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

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

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

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

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

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

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

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

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

		MACE
	Forget her.

		LENNY
	She still loves me.

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

		LENNY
	She's my destiny.

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

		LENNY
	You'll see.

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

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

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

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

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

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

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

		FAITH
	Cut it out, Tran.

		LENNY
	Too bad about your guy Jeriko.
	Tough break.

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

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

		TRAN
	I always do.

		LENNY
	Faith, can I talk to you a second?

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

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

		TRAN
	About what?

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

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

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

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

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

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

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

		LENNY
	Faith, call me, okay?

		FAITH
	No, Lenny.

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

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

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

		TRAN
	Lenny the loser.  Panhandler of
	stolen dreams.

		FAITH
	Leave him alone, Tran.

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

		FAITH
	You're too goddamned paranoid.

		TRAN
	Paranoia's only reality on a finer
	scale.

						CUT TO:

EXT.  RETINAL FETISH

Beemer deposits Lenny on the curb and goes back inside.

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

						CUT TO:

INT.  RETINAL FETISH

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

						CUT TO:

INT.  VJ BOOTH/RETINAL FETISH

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

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

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

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

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

		LENNY
	Fan mail from some flounder?

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

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

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

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

						CUT TO:

INT.  RETINAL FETISH

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

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

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

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

A techno-erotic pagan.  A force of nature.

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

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

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

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

						CUT TO:

INT.  RETINAL FETISH/BACKSTAGE & DRESSING ROOM

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

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

		LENNY
	Hi, baby.  I've missed you.

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

		LENNY
	I'm already hurting.

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

		FAITH
	You have to go.  I mean it.

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

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

		LENNY
	Tonight.

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

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

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

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

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

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

		FAITH
	He has his uses too.

		LENNY
	What?  He gonna record you on his
	label?

		FAITH
	Maybe.

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

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

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

		FAITH
	Damn right.

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

She shrugs away from his touch.  Cold again.

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

		LENNY
	Max Pelcher?  You're kidding?

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

		LENNY
	Can't do it.

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

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

		FAITH
	Hell.

						CUT TO:

INT.  RETINAL FETISH/CORRIDOR AND MAIN FLOOR

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

		LENNY
	Shoulda told me about your new gig,
	buddy.

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

		LENNY
	You should feel like shit.

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

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

		MAX
	I'm on her.

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

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

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

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

Lenny's cellular rings.

		LENNY
	Can I get that?

He reaches for his cellular, connects with...

MACE, over by the bar.

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

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

		LENNY
	Thanks for the tip.

						CUT TO:

EXT.  ALLEY/RETINAL FETISH - NIGHT

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

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

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

		BEEMER
	Yeah, that's right.

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

		BEEMER
	Bullshit politics.

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

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

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

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

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

Beemer swings.

						CUT TO:

EXT.  PARKING LOT/RETINAL FETISH - NIGHT

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

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

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

						CUT TO:

INT.  MACE'S LIMO

Lenny slumps in the back seat.

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

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

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

		LENNY
	It is my sword and my shield, Macey.

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

		MACE
	What's that?  Present from Faith?

		LENNY
	No idea.

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

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

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

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

		LENNY
	It's a test pattern so far.

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

		LENNY
	Alright, a little B&E action.

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

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

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

		LENNY
	Hey, getting good.  Solid suspense
	build.

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

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

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

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

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

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

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

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

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

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

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

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

ON LENNY, reacting.  Going white.

		MACE
	What is it?

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

Lenny goes back under the wire, seeing...

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A burst of static.  End of tape.

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

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

		MACE
	My God, Lenny.  What is it?

		LENNY
	Black.  Jack.

		MACE
	Blackjack?  I don't understand--

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

		MACE
	Are you sure it's real?

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

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

						CUT TO:

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

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

		MAX
	Ohhhh shit.

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

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

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

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

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

		MACE
	No way.

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

		MAX
	You alright?  Y'okay?

		LENNY
	Yeah.  No, not really.

		MAX
	Let's work it.

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

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

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

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

		LENNY
	He records himself raping and
	killing her--

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

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

		MAX
	So've I.  Too much.

		LENNY
	But this is a bad one.

		MAX
	Top ten.

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

		MACE
	And gives it to you.

		LENNY
	Wants to share.

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

		LENNY
	Why me?

Mace is hugging herself.  Edgy and tense.

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

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

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

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

		LENNY
	Jesus, Mace.  Back off.

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

		MAX
	Problem is, Lenny knows everybody.

		MACE
	Take the tape to the cops.

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

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

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

						CUT TO:

INT.  ELEVATOR AND TRAN'S LOFT

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

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

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

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

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

		LENNY
	Iris is dead.  She was murdered.

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

		FAITH
	Who did it?

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

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

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

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

		LENNY
	Tell me.

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

		TRAN
	Go ahead, Faith.  Tell him.

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

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

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

		LENNY
	Charm.

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

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

		LENNY
	It's alright.  He means it.

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

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

		FAITH
	I made my choice, Lenny.

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

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

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

						CUT TO:

INT.  BEDROOM AREA/TRAN'S LOFT

Faith is crying as Tran comes up behind her.

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

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

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

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

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

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

		FAITH
	Fuck you.

		TRAN
	        (walking away)
	Maybe later.

						CUT TO:

INT.  ELEVATOR/TRAN'S LOFT

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

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

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

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

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

		CORTO
	Lemme see.

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

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

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

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

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

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

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

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

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

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

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

		MACE
	Safety's on.

And like a jerk, he looks.

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

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

		MACE
	Lenny!

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

						CUT TO:

EXT.  STREET - NIGHT

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

		LENNY
	Is this great fabric or what?

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

		LENNY
	Never really thought about it.

						CUT TO:

INT.  LENNY'S APARTMENT

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

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

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

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

		MACE
	So that gives you something.

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

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

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

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

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

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

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

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

		MACE
	No more, Lenny.

		LENNY
	Yeah.  I'm ghosting pretty bad.

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

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

		MACE
	It's not your fault.

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

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

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

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

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

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

		MACE
	But that doesn't add, does it.

		LENNY
	No it doesn't.

		MACE
	Because Iris knew somebody was after
	her.

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

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

		MACE
	So the guy's not a sicko.

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

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

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

		MACE
	That's where it gets a little
	strange.

		LENNY
	And what about the guy that was
	following me?

		MACE
	Now you're really getting paranoid.

Lenny collapses on the couch, rubbing his temples.

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

		MACE
	Sure.

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

		LENNY
	How's Zander?

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

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

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

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

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

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

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

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

						CUT TO:

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

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

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

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

		MACE
	Just Lenny.

		ZANDER
	Right.  That explains it.

		MACE
	Are you going to make me beg?

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

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

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

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

						CUT TO:

INT.  LENNY'S APARTMENT

2:20  P.M.  DEC 31

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

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

		LENNY
	W'sup, Max?

						CUT TO:

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

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

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

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

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

		LENNY (V.O.)
	Faith OK?

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

		LENNY
	Looks like she was holding out.

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

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

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

						CUT TO:

INT.  LENNY'S APARTMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

		MACE
	Whatup Lenny?

		LENNY
	        (hands shaking)
	Jesus, Mace!

						CUT TO:

INT.  LENNY'S APARTMENT

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

		MACE
	Where we going?

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

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

		LENNY
	Hand me that box of tapes, will you?

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

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

		MACE
	What is it?

		LENNY
	This tie doesn't go with blue!

He yanks off the tie and grabs another.

						CUT TO:

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

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

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

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

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

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

		MACE
	You better keep a low profile for a
	while.

		LENNY
	No shit.  You got someplace in mind?

						CUT TO:

EXT.  BACKYARD/MACE'S HOUSE - DAY

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

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

		ZANDER
	What do you got?

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

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

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

		ZANDER
	Let's play it now!

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

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

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

		MACE
	Cecile.

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

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

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

						CUT TO:

INT.  UNDERGROUND PARKING GARAGE

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

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

		TICK
	Whoa.  That is one unbelievable
	piece of eyefuck.

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

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

		MACE
	We know that, Tick.

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

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

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

		LENNY
	What?

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

		LENNY
	Who was just here?

		TICK
	Iris, man.  Pay attention.

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

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

		LENNY
	What clip?  What was it?

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

		LENNY
	She never gave me a tape.

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

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

		MACE
	Something in your car...

Lenny and Mace swap a look: oh shit.

						CUT TO:

EXT.  SAN PEDRO IMPOUND YARD - DUSK

6:05  P.M.

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

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

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

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

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

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

		MACE
	What's it say?

He crumples the note.

		LENNY
	Nothing.  Let's go play this back.

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

		SPREG
	Give me the tape.  Right now.

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

		SPREG
	Shut the fuck up Nero.

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

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

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

		ENGELMAN
	Facing us, where we can see it.

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

		LENNY
	Take it and turn her loose.  Okay?

		SPREG
	Absolutely.

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

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

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

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

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

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

						CUT TO:

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

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

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

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

		LENNY
	Shit!

		MACE
	Take it easy.  The glass is bullet
	resistant.

		LENNY
	Bullet resistant?  Whatever happened
	to bullet proof?

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

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

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

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

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

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

They are trapped.

						CUT TO:

EXT.  SAN PEDRO PIER - NIGHT

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

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

Lenny is punching his cellular.

		LENNY
	Goddamnit!!  911 is busy!

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

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

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

He tosses the flare under the limo...

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

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

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

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

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

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

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

		LENNY
	Are you out of your fucking mind?!

		MACE
	Fire's out, isn't it?

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

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

Mace yanks him toward her and he tumbles in.

		MACE
	Get ready to hold your breath.

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

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

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

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

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

		SPREG
	Let's get out of here.

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

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

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

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

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

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

		LENNY
	Are we impressed yet?

						CUT TO:

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

7:45  P.M.

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

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

		MACE
	Hey Curtis?  Just drive.

Curtis swears.  But he shuts up and drives.

		LENNY
	Those two guys were cops.

		MACE
	You sure?

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

Mace takes it in.  She nods.

						CUT TO:

INT.  MACE'S HOUSE

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

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

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

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

		ZANDER
	Aw, Mom!

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

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

		MACE
	Cecile, get in the car.  Now.

						CUT TO:

INT./ EXT.  STREET AND CIVIC - NIGHT

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

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

						CUT TO:

EXT.  CECILE'S APARTMENT - NIGHT

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

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

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

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

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

		MACE
	He's with me.

						CUT TO:

INT.  CECILE'S APARTMENT - NIGHT

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

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

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

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

						CUT TO:

INT.  APARTMENT/LIVING ROOM - NIGHT

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

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

		MACE
	Tell me.

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

		MACE
	Uh unh.  I won't do it.

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

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

		LENNY
	Sorry this has to be your first
	playback.

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

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

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

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

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

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

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

		JERIKO
	Shit.  Fuckin' Five-O

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

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

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

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

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

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

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

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

		COP VOICE 1
	Put your hands behind your head
	right now!

He goes along, madder than ever.  The cops get Replay down
on his knees as well, in the wet gutter next to the curb.

The cops are closer now.  We see that they are SPREG and
ENGELMAN.

		ENGELMAN
	        (to us)
	Put your hands on the hood of the
	car and don't move.

We exchange a look with Diamanda.  Fucking cops.  But
Jeriko is winding them up.  Not giving them the pleasure
of the humiliation.  You can see it escalating.

		JERIKO
	I suppose you stopped us cause you
	had suspects fitting our description
	in the area, what you're gonna tell
	me.  What was the description?  Two
	black males in a car?  Yeah, right,
	I heard that one before...

As Engelman pulls out Jeriko's wallet, looks at his ID,
Jeriko checks name tags.

		JERIKO
	Well you stopped the wrong black
	male tonight officer... what is it?
	Spreg.  Officer Spreg.  Cause I'm
	the 800 pound gorilla in your mist,
	fucker.  I make more in a day than
	you make in a year, and my lawyers
	love to spend my money dragging
	sorry-ass Aryan robocops like you
	into court.  Get a man down on the
	ground with no probable cause.  Fuck
	you!

		SPREG
	Shut the fuck up!

He kicks Jeriko down on his face.  Jeriko hits the ground
hard.

		DIAMANDA
	        (yelling)
	Leave the fuck off of us, we weren't
	doing anything...

		SPREG
	Shut up!  Don't make me walk over
	there.

Engelman shows the ID to Spreg, saying something we can't
hear.

		SPREG
	You're that rap puke?  Jeriko One?
	You're the one getting all the
	gangbangers to form citizens groups
	and go downtown... trying to rake
	the LAPD over a cheese grater?

		JERIKO
	That's right.  And you're gonna be
	in my next song, motherfucker, it's
	called Robo-Spreg.

Replay starts laughing.  Diamanda stifles a giggle.  Spreg
is white-lipped with rage.  Years of frustration coming to
a head.  Too many disciplinary actions, too many
suspensions, too little appreciation of the tough job they
do.

		JERIKO
	It's a song about a cop who meets
	his worst nightmare, a nigger with
	enough political juice to crush his
	ass like a stink bug.  You're gonna
	be famous.

Spreg looks around the empty street.  Looks at Engelman.
Down at Jeriko, proned out on the pavement.  Replay's
laughter in his ears.

		SPREG
	I don't think so.

And shoots him BLAM!  BLAM!  Twice in the back of the
head.  Just like that.

Diamanda screams.  Replay tries to roll to his feet.
Spreg shoots him twice in the stomach.  Replay is
screaming.  Rolling around, holding his guts.

		SPREG
	        (shouting)
	Hey... I don't hear you laughing!

Engelman's yelling something at him we can't hear.  Spreg
turns, eyes wide with adrenaline.

		SPREG
	Get the bitches.

Engelman hesitates and then spins toward us.  Diamanda is
screaming, backing away from Engelman.  Spreg shoots
Replay four more times.

We spin one-eighty and start to run.  Hear shots... BLAM!
BLAM!  BLAM!  Spin back... to see Diamanda dropping to her
knees.  Engelman shoots her again.  Then raises his gun
toward us.

We spin away.  The world becomes a kinetic blur.  The
sound of shots.  We see puffs of dust on the ground in
front of us.  Missed shots.  We tumble over a guardrail
and roll down an embankment... get up and keep running.

Train tracks ahead.  Looking back... here come Spreg and
Engelman down the embankment, overtaking us.  We hear the
thunder of a train... spinning again to look forward.
Freight-train doing fifty on the nearest track.  Almost to
us.

We leap forward.  Over the track.  The diesel roars past
behind us.  Looking back... a black wall of moving steel.
Backing away from it.

We see Engelman and Spreg crouching down... trying to aim
through the wheels.  Hear the impotent pop of their guns
over the roar of the train.

Turning to run again.  We see a tiny hole appear in a sign
right in front of us with a metallic SPANG.  Running and
running.

Looking back.  No pursuit.  Train still rolling by.  Can't
see the cops.  Running, running.  Heart pounding and lungs
heaving.  Sobbing sounds coming from somewhere, seeming to
fill the night.

Looking down... one shoe on, one shoe off.  Iris' hand
takes off the remaining shoe, clutches it to her chest.
We move forward into the dark train-yard as--

THE TAPE ENDS.

And Mace sits stone still.  Shakes.  For a beat.  And
another.  Then she tears the trodes off and throws them
across the room, near where Lenny is on the cellular.

		LENNY
	        (into phone)
	Hang on.  Hang on, Max.
	        (looks at Mace)
	You see?

		MACE
	I see.
	        (trembling)
	I see the earth opening up and
	swallowing us all.

		LENNY
	Yeah I know.
	        (into cellular)
	So what do we do?

						CUT TO:

INT./ EXT.  MAX'S CAR - NIGHT

As Max drives along a crowded downtown street.

		MAX
	        (into phone)
	Don't talk to anybody.  Anybody.
	You're invisible.  Okay?  Just meet
	me at Tick's in a half hour.  And
	Lenny... don't get pulled over.

						CUT TO:

INT.  CECILE'S APARTMENT - NIGHT

Lenny pushes "End" on his cellular and looks at Mace.  The
first-time impact of the Squid experience, and the killing
of Jeriko, still haunts her.  We've never seen Mace
scared.  But she looks scared now.

		LENNY
	We got to make another copy of this.
	Little life insurance.

		MACE
	You know what this tape could do if it
	gets out.

		LENNY
	        (tucking Glock in
	         his waistband)
	I've got a good idea, yeah.

		MACE
	People finding out... seeing... that
	the LAPD just flat out executed
	Jeriko One.  Jesus.  Maybe they
	ought to see.

		LENNY
	Maybe.  But tonight is probably not
	the best night.  Come on, we're
	rollin'.

						CUT TO:

EXT.  CECILE'S APARTMENT - NIGHT

Cecile catches them on the steps as they are leaving.

		CECILE
	Lornette, when you gonna stop laying
	off everything on me?  We had plans
	tonight--

		MACE
	        (steely)
	Listen to me, little sister.
	There's something going on, and it's
	very big.  Now you've got to take
	care of Zander.  And stay off the
	streets tonight... you hear me on
	this?

Cecile gets the message.  She nods.

		MACE
	Curtis.  What about you?  Do we
	understand each other?  You stay
	put.

		CURTIS
	Yeah.  I'm wit it.

Mace and Lenny go on down the steps to the car.

		CURTIS
	        (to Cecile)
	Damn!  She worse than you.

						CUT TO:

INT./ EXT.  CIVIC AND STREET - NIGHT

Lenny and Mace see helicopters circling as they maneuver
the dark streets.  Xenon searchlights crisscross the
rooftops nearby.  They see patrol cars passing on cross-
streets, lights flashing.  It feels like the entire LAPD
is looking for them.

Everywhere in the street there are small crowds, street
parties in progress.  People drinking and firing bottle
rockets.  The police watch everything.

		LENNY
	So, let's see, I've got Tran's
	goons, some squidhead psycho and the
	LAPD all trying to kill me.  Happy
	new year, Lenny.

		MACE
	Well, look at the plus side.

		LENNY
	There's a plus side?

		MACE
	Yeah.  You gave up your hot tub tape
	to save me.  That's real progress
	for you.

		LENNY
	It was a tough call.

		MACE
	I still can't square the psycho
	smarts of whoever did Iris with
	those two cops.

		LENNY
	I don't think those cops did Iris.
	I think whoever Iris was wearing for
	killed her.

		MACE
	Why?

		LENNY
	To break the trail.  If those cops
	had gotten hold of her, they would
	have beat it out of her who she was
	wearing for, and then gone after
	them too.  Our killer is running as
	scared as we are.  Which makes him
	really dangerous.  Judging by how
	scared I am.

They pull up to the checkpoint; Lenny squirrels into the
seat, hiding in the shadows, as Mace flashes her security
pass and the cop waves them on.

Lenny lets his breath out slowly.

						CUT TO:

INT.  UNDERGROUND GARAGE/TICK'S VAN

Lenny and Mace pull in with a SQUEAL of brakes and park
the car.  Sound of rock music -- some kind of refried
psychedelia -- coming from Tick's van down the ramp.

Mace and Lenny get out, approaching the van.  Hearing
tires squeal, they turn to see Max pull up.  He gets out
wearing an ill-fitting rental tux.  Music louder, echoing
in the empty garage, even though the van is shut tight.

		MAX
	Sounds like Tick's already
	celebrating.

		LENNY
	You may be a little overdressed for
	this party.
	        (Lenny pounds on the
	         van door)
	Yo, Tick!  It's Lenny.  Open up!

Mace slips out her .380, on alert.

		LENNY
	        (knocks again, then opens
	         rear van door)
	Tick, I got to talk to you, man...
	oh shit.

Tick's slumped in the back of the van with playback trodes
on his head.  He's breathing, but otherwise he's still.
Near lifeless.  A cyborg after a power outage.  All the
equipment in the van is trashed.

		LENNY
	        (as he starts to
	         examine Tick)
	He's been cooked-off

		MAX
	Is he dead?

		LENNY
	No.  But his frontal lobes are like
	two runny eggs.  They put an
	amplifier in-line to boost the
	signal till it french-fried his
	brain.

Mace hits "Off" on the built-in CD player.  The sudden
silence is creepy.  Lenny gets right in front of Tick's
eyes, shouting at him, at the top of his lungs.

TICK'S POV: We see a roaring blizzard of inchoate static.
Somewhere in the middle of it is a suggestion of Lenny's
face, almost invisible.  We hear the tiniest ghost of his
voice, like a radio playing two blocks away.

		LENNY
	He's totally cut off from the outer
	world.

		MACE
	How long does it last?
	        (off Lenny's look)
	Oh.

		MAX
	Those two psycho cops are on a
	slash-and-burn to find the tape and
	cover their tracks.

		MACE
	This seems a little sophisticated
	for them.  These are not subtle
	guys.

		MAX
	There's more to this whole thing
	than you think.

		LENNY
	Whattya mean?

		MAX
	All I'm saying... you don't know how
	high up the food chain this thing
	goes.  I've heard stuff.

		LENNY
	What stuff?

		MAX
	Smoke.  Rumors.  I've heard stuff
	about a death squad.  A group a guys
	loyal to the hardline school.  Guys
	that've had too many years of city
	hall and the review boards and the
	goddamn media pissing down their
	necks, suspending cops right and
	left, tying their hands... while
	outa the other side a their mouths
	these same people're squealing save
	us, save us, do something you
	fucking morons, crime is totally out
	of control.

Lenny takes this in.  All the fight goes out of him.  This
is just too overwhelming.

		LENNY
	Jesus.

		MAX
	Yeah.  So don't walk near me in
	public, alright.

		LENNY
	Thanks, buddy.  See... things
	weren't bad enough.  They weren't
	fucking bad enough!

		MACE
	The only card we have to play is the
	tape.  You know, we get it to the
	media somehow...

		LENNY
	Yeah, right, blow it open.

		MAX
	        (interrupting)
	Mace... no disrespect... but you run
	this on the 11 o'clock news, by
	midnight you got the biggest riot in
	history.  They'll see the fucking
	smoke from Canada.

		LENNY
	Okay... what about Strickland?

		MAX
	No.  Bad idea.

		MACE
	Who's Strickland?

		LENNY
	Deputy Commissioner Palmer
	Strickland.  The sanctimonious prick
	who busted me out.  His ass is so
	tight when he farts only dogs can
	hear it.  I know this guy.  If
	there's one cop who's not dirty
	it's him.

		MAX
	Listen to me, Lenny... stay away
	from cops.  All cops.  You have no
	way of knowing who you can trust.

Mace looks from one to the other with a growing expression
of outrage.

		MACE
	So you're saying we just pretend is
	didn't happen?  It happened!  The
	LAPD executed one of the most
	important black men in America!  Who
	the fuck are you to bury this?!

		MAX
	Fine.  Do you want blood running
	waist deep in the storm drains?  The
	gangbangers'll spread like a wave
	through this city and burn it to the
	ground.  And when the fires start
	the street cops'll be capping off at
	anything that moves.  It'll be all-
	out war and you know it.

		MACE
	Yeah, well maybe it's time for a
	war!

		MAX
	You really want that on your head?

		LENNY
	Hey, Max, Mace... whoa... time out.

		MAX/MACE
	        (together/annoyed)
	What!?

		LENNY
	Whoever killed Iris did Tick.  It's
	the same sick wirehead shit.  Same
	reason... to burn the trail.  If
	Faith knows anything about this, and
	I think she does, then she's on the
	list.  So... who's driving?

						CUT TO:

EXT.  RETINAL FETISH/ALLEY - NIGHT

Roadies are loading out gear through the back doors of the
club into a van in the alley.  Lenny and Mace ENTER FRAME
and we follow them between the roadies, going through the
doors into...


INT.  RETINAL FETISH

A grungy black corridor.  The thunder of music gets louder
with each step as Lenny and Mace walk down the corridor
with purposeful strides.

Through chainlink partitions and banks of dark equipment,
Lenny catches glimpses of the stage.  He can see Faith in
a blue-white spotlight.  She is a whirling dervish,
convulsing with the divine madness of her music.  Beyond
her, beyond the lights, in the gloom... Lenny can just see
Tran and his entourage.  Dressed in tuxes, they look out
of place... clearly on their way somewhere else as the
evening progresses.

Faith whirls to a stop as the band crashes in a final
downbeat.  The spotlight goes out and the set is over.

ON TRAN, clapping.  Watching.

NEARBY, Max arrives through the crowd, scanning for
Tran... spotting him.

BACKSTAGE... FAITH, bathed in sweat, walking along a dark
corridor backstage.  WE TRACK WITH HER, as she walks
through the shadows, like a fighter returning from the
ring, soaked and breathing hard.

A HAND shoots from a black doorway and covers her mouth,
pulling her into the shadows.  Terrified for a split
second... before she recognizes that it is Lenny.  He
pulls her into the room and closes the door.  It is Tex
Arcana's VJ control room, full of monitors and constantly
changing graphic images.  Tex is not there.

		FAITH
	Lenny!  Jesus!  You scared the Hell
	out of me.

Faith sees that Mace is standing there, in the shadows,
waiting.  She turns back to Lenny with a frown.

		FAITH
	What's going on?

		LENNY
	Faith, we know about Jeriko.  Iris
	made me a copy of the tape.

		FAITH
	Oh God, Lenny.  I was trying to keep
	you out of this.

But she seems relieved now that he knows, now that there
is someone to talk to.

		LENNY
	How did it happen?  What was Iris
	doing riding around with Jeriko
	wearing a wire?

		FAITH
	We should talk alone.

		LENNY
	No.  Mace is in this.

		MACE
	Tell us.

		FAITH
	Tran's gotten obsesses with
	playback, a total wiretrip junkie.
	And he's such a control freak, he's
	been having people followed,
	videotaped... recording his business
	partners' calls.  Wiring up people
	left and right.

						CUT TO:

INT.  CLUB/MAIN FLOOR

Tran looks at his watch and gets up from the table,
impatient.

		TRAN
	Let's go get her.  We're late.

Max shows up suddenly, right in front of him.  Stopping
him.

		MAX
	Tran, listen.  I was wondering how
	you want me to work it tonight, down
	at the Bonaventure.  You want me
	downstairs at the party or upstairs
	at the suite?  Where you going to
	be, mostly?

						CUT TO:

INT.  TEX'S ROOM

While Max stalls, Faith talks.

		FAITH
	Tran and Jeriko weren't getting
	along.  He was afraid Jeriko was
	getting ready to dump him, but he
	wasn't sure, so he started with the
	surveillance.  A couple nights ago
	he wires up Iris and sends her and
	the other girl, Diamanda, over to
	Jeriko's table.

CUT TO: TWO NIGHTS AGO, Iris, wearing a wig, leaves Tran's
table with Diamanda and moves toward... a booth in the
Retinal Fetish where Jeriko One sits with Replay.  Iris
stands over Jeriko for just a moment.  Then he nods,
smiles a little, and moves over to make room for her in
the booth right next to him.

		FAITH
	That night Iris calls up, freaking.
	She comes over and Tran watches the
	tape.  He just loses it.  He can't
	believe the disaster she's gotten
	him into.  He's terrified the cops
	will beat it out of her who she was
	working for, and come looking for
	him.

CUT TO: TRAN'S LOFT as a tear-streaked and frantic Iris is
telling Tran about how the cops tried to kill her (we
don't hear).  Tran backhands her furiously, his face thin-
lipped with rage.  She crumples to the floor, sobbing.
Tran keeps looking at the squid tape in his hand like it's
poison.

		LENNY
	Kinda guy you can count on in a
	pinch.

		MACE
	Why didn't he just go public with
	the tape?  Save himself that way.

CUT TO: An image of Tran burning the squid tape.  It
blazes in his hand and he hurls it into the fireplace like
a venomous snake.

		FAITH
	The scandal would wipe him out.  If
	it got out that he had his own
	artists under surveillance... he'd
	lose all his other acts.  He'd be
	over.

Now we see Tran, more composed, comforting Iris.  He wipes
at her tear-streaked face.  Hands her a wad of bills.

		FAITH
	So finally he gives Iris some cash
	and tells her to check into the
	hotel under a wrong name till he
	figures out what to do.

		LENNY
	Yeah... he figured out what to do
	all right.

		FAITH
	You think Tran killed her?

		LENNY
	The killer knew right where she was.
	Because he put her there.

		FAITH
	What a nightmare.

						CUT TO:

INT.  MAIN FLOOR

Tran impatiently gestures to Corto.

		TRAN
	Go get her, Joey.  Stupid bitch.
	        (to Max)
	We'll talk about this later.

						CUT TO:

INT.  TEX'S ROOM

Mace is getting the sixth sense feeling that seconds
count.

		MACE
	Come on.  We're out of here.

Lenny gets close to Faith, taking her face in his hands.

		LENNY
	Leave here with me, right now.

Mace sighs heavily, rolls her eyes toward the ceiling.
Faith considers her options.  Then she smiles at him.

		FAITH
	Okay, Lenny.  My guardian angel.

Faith hugs him, and he clutches her.  Mace locks her jaw
and looks away.  This is hard for her.

						CUT TO:

INT.  CORRIDOR

Mace leads the way, with Lenny following, gripping Faith's
hand like Orpheus leading Eurydice out of Hell.  They push
through shapes of people in the thundering dark corridor.
Half-lit, in alcoves, far-gone wireheads loll in semi-
consciousness.  Faith looks back and sees:

TRAN'S POSSE rounding a corner... spotting them.  They
start shoving through the crowd like juggernauts, knocking
protesting people out of the way.

Mace, Lenny and Faith break into a run, pounding down the
corridor.

Behind them, Duncan leads the charge.  Suddenly TEX ARCANA
shoots into the hallway, intentionally blocking their path
with his wheelchair.  Duncan crashes over him, toppling
the chair, and they both sprawl to the floor.  Vita,
Beemer and Corto go around the sprawl.

Tex, like many legless men, has incredibly strong arms.
Lenny looks back to see him pounding Duncan's head against
the floor...

		TEX
	Teach you...
	        (pound)
	to mess with...
	        (pound)
	a helpless cripple!

Lenny et al reach the main floor of the club where they
shove through the buffeting crowd amid strobe-flashes and
a wall of sound.

Behind them we see Corto and Beemer hurling partiers
aside, cutting a swath, while Vita moves like a mongoose
through tall grass.  Mace drops back, going tail-end-
Charlie... her bodyguard mode kicking in.

ON LENNY AND FAITH, charging through the jostling crowd,
Lenny is looking back, then he looks ahead and...

TRAN is right in front of him.  In the whirling shapes and
colors of the crowd, he is an island of composure in a
white tux.  He holds a glass of champagne in one hand, the
bottle in the other.  In one lightning-fast move he
uppercuts with the bottle, clipping Lenny under the jaw.
Faith screams as Lenny staggers.  Tran swings again,
smashing the bottle over the back of Lenny's head.  Lenny
sprawls on the floor amid champagne foam and glass.

Lenny, blood flowing in his eyes, rises blearily to see
Faith being pulled away by Tran, who has her arm twisted
viciously behind her back.  They go around a chain-link
divider and double back, heading for the exit.  Lenny
staggers to the chainlink, sagging to his knees again as
Faith passes within a few inches of him.  He slips down
the chainlink, into unconsciousness, as her image is lost
in the pounding darkness.

Mace gets to him through the crowd, and then whirls like a
cat as the Posse arrives.  She stands guard over him like
a rabid dog, her .380 auto straightarmed and covering them
expertly.  Corto eyes her with hatred.  The stitches on
his nose and the bruised swelling are a reminder of his
last run-in with her.  He backs off.

		CORTO
	        (to the others)
	Not here.  Lets go.

They back off, fading into the crowd... catching up with
Tran at the exit.

Mace watches them recede.  Then she bends to Lenny.  Max
arrives a moment later and they lift him to his feet.

						CUT TO:

EXT.  RETINAL FETISH/ALLEY - NIGHT

Max and Mace support a semi-conscious Lenny, hustling him
to the car.  As they are putting him in the car, TWO LAPD
OFFICERS come through the crowd, eyeing the bleeding
Lenny.

		MAX
	Everything's cool.  Too much to
	drink.

Lenny picks this moment to slump sideways, falling half
out of the car.  The squid tape of the Jeriko kill falls
out of his jacket pocket and clatters to the pavement.
Mace's eyes go wide.  The boot of one of the cops is
inches from it.

		MACE
	Yeah, uh... he slipped on the
	stairs.  We're taking him to
	emergency.
	        (to the nearest cop)
	Excuse me.

The cop steps back, giving Mace room to push Lenny back up
in the seat.  She surreptitiously kicks the tape under the
car, over to the driver's side.

		COP
	Go to Cedars.  It's closest.

Mace nods and goes around the car.  Max starts asking them
questions and the cops turn away, distracted.  She picks
up the tape and gets in.  Closes the door.  Let's out a
big breath.

						CUT TO:

INT.  PARKING GARAGE/BONAVENTURE HOTEL - NIGHT

A line of expensive cars waiting to valet park.  Tran's
limo jumps the line and swoops up parallel to the elevator
doors.  The posse get out, scowling at the valet who
swallows his protest.  Tran emerges, helping Faith out
with a firm grip on her arm which he does not release as
they head for the elevators.

They push through a group waiting for an elevator... men
in tuxes, women in gowns and diamonds.  The elevator opens
and Tran's entourage sweeps inside.  Beemer and Duncan
block any civilians from entering.


INT.  ELEVATOR

They ride in silence a moment.  Faith is pale, her jaw
clenching.  Tran has her arm in a tight grip.  There is a
march-to-the-gallows feel about the moment.

		FAITH
	Well, I'm certainly in the mood for
	a party.

		TRAN
	        (to Wade)
	Take her up to the suite.
	        (to Faith)
	Have a glass of champagne... or
	six... I'll be up in a while to help
	you ring in the New Year.

		FAITH
	I live for the moment.

The elevator doors open, revealing...


INT.  FOYER AND BALLROOM

The heart of the MILLENNIUM L.A. New Year's ball.  A
glitterati event in full swing.  Red carpet, minicam
lights and paparazzi.  Limos pulling up outside four deep.
Movie stars rubbing elbows with politicos, music movers
and shakers chatting with city hall types.  This is a
party to celebrate the millennium, sure, but its main
function is to celebrate the celebrants: if you're here,
there's no need to be anywhere else.  There is a heavy
police presence, as well as lots of private security.

Tran exits the elevator with Vita Minh, Joey Corto and
Duncan.  They wedge through the crowd, Tran smiling.
Nodding to people he knows.

						CUT TO:

INT.  CECILE'S APARTMENT - NIGHT

Lenny is in a chair in the kitchen, listening to Max on
the cellular.  He is holding a dish-towel full of ice
cubes on his scalp.  It is soaked with blood and his
Armani jacket and silk shirt are spattered.  Mace lifts
the ice pack to check that the bleeding has stopped.

		MACE
	You are a pussy-whipped sorry-ass
	motherfucker, you know that?

She slaps the ice pack back down.

		LENNY
	Owww!!  Take it easy.
	        (to phone)
	Uh huh.  So where are they now?

						CUT TO:

INT.  BALLROOM/BONAVENTURE HOTEL

TIGHT ON MAX, leaning against a pillar.  He looks over his
shoulder, around the column.

MAX'S POV: through a dense throng of glitterati we see
Tran and his entourage seated at a table, holding court
with music types and politicos.

		MAX
	He's got her up in the room, under
	guard.  And he's still working the
	party... acting smooth like nothin's
	nothin'.  So buddy... I say we work
	a trade.

		LENNY (V.O.)
	What do you mean?

		MAX
	Give him the tape.  See?  It's
	fucking brilliant!  The tape for
	Faith.  I know he'll go for it.  I
	can set it up.

		LENNY (V.O.)
	This is what we laughingly refer to
	as a plan, right?

		MAX
	Come on!  If he gives us any shit,
	we kill 'em all.  Whattya say?
	        (same old Max)
	Just get your butt down here.  If
	I'm not at the shindig downstairs
	go to the room.  It's 2203.  You
	writin'?

						CUT TO:

INT.  APARTMENT

On Lenny, at the table.  He dabs his finger in the blood
on the ice pack and writes the number on the table top.

		LENNY
	2-2-0-3.  Got it.  Stay on her.

		MAX (V.O.)
	I intend to.

Lenny punches END.  Mace looks at the number written in
blood on the white formica.  Her eyes ratchet up, boring
into Lenny.  Not noticing, he gets up, still woozy, and
staggers to his wardrobe bag across the room.

		LENNY
	Okay, we gotta get over there.
	        (opens the bag)
	Can you borrow a dress from Cecile
	or something--

		MACE
	I'm not going.

		LENNY
	Whatya mean?  We're going!  Tran's
	gonna do her right there unless--

		MACE
	Lenny... shutup.  Just park your
	mouth and listen.  It's a set-up.
	Think about it!  Why's he been
	sending you tapes?  To freak you,
	get you to rush in without thinking.
	Then they put one in you, put one in
	her, put the gun in your hand...
	crime of passion.  This guy's bent
	enough to think of that.

Lenny nods, hearing what she is saying.

		LENNY
	That sounds right.
	        (but it changes
	         nothing)
	I'm going.

He reaches into his wardrobe bag... pulling out the box of
"Faith" tapes and setting it aside, then pulling out the
suit.  Mace's frustration explodes as anger.

She grabs his shoebox full of tapes.  Holds them up to
him.

		MACE
	You gonna get yourself killed for
	this?  This toxic-waste bitch!

She dumps the box of tapes on the floor.  She starts
stomping on them with one heel, crunching several into
junk.

		LENNY
	What the fuck are you doing?!

Lenny freaks out and scrambles to pick them up, trying to
stop her, push her away.  They struggle for a pathetic,
tragic moment.

Mace snaps.  She grabs him by the lapels and swings him
around, slamming him back against a wall.

		MACE
	Lenny!  This is your life, Lenny!
	Right here.  Right now.  This is
	realtime... not playback.  Real...
	time.  Time to get real.  Understand
	what I'm saying... she doesn't love
	you.  Maybe she did once, I don't
	know, but she doesn't now.  These
	are used emotions.  It's time to
	trade them in.

Mace's tone becomes more gentle.  We see that her outburst
is, beneath it all, coming from a place of compassion.

		MACE
	Lenny, memories were meant to fade.
	They're designed that way for a
	reason.

Lenny seems to crumple.  He knows he has to let go.  But
it is so painful.

		LENNY
	Have you ever been in love with
	somebody who didn't return that
	love?

Mace gives him a look like, jeez Lenny, are you dumb
sometimes.

		MACE
	Yeah.  Lenny.  I have.

		LENNY
	It didn't stop you from loving them.
	Right?  Or understanding them, or
	being able to forgive them...

		MACE
	I guess.

		LENNY
	And it didn't stop you from wanting
	to protect them.  Did it?

		MACE
	No.  It didn't.

Lenny's eyes are brimming with tears.  He makes no attempt
to hide it... doesn't brush them away.

		LENNY
	I worked Vice, Narcotics... Violent
	Crimes... and I saw every known
	depravity.  I was lost, Mace.  In
	outer darkness.  Then I busted this
	strung-out little teeny-hooker.
	When I met Faith she was just
	another runaway giving twenty dollar
	blowjobs to buy crank.  Another lost
	soul.

		MACE
	You never told me.

		LENNY
	But she was different.  There was a
	light in her eyes... and she had
	this voice.  It was scary, all that
	pain coming out of that little body.
	Like she could take all the hurt and
	rage of the entire world and lift it
	up to heaven in one voice.  I helped
	her.  And I promised her that I'd
	always be there... to protect her.
	        (long pause)
	See?  It's not about what's in her
	head.  It's what's in mine.  I can't
	let go of the promise.  It's...
	like... it's all I have left.

		MACE
	No, it's not.

Mace takes his face in her hands.  She kisses him lightly
on the cheek, where the tear-track is.

		MACE
	Come on, Lenny.  Let's go to a
	party.

						CUT TO:

EXT.  STREET AND BONAVENTURE HOTEL - NIGHT

11:07  P.M.

IT IS THE MOTHER OF ALL PARTIES.  IN AN AERIAL SHOT we see
there must be 100,000 people jamming the closed streets of
downtown L.A.  Arc lights sweep the sky.  There are two
outdoor bandstands, with live music pounding.  There are
lasers, strobe-lights.  People are literally dancing in
the streets... if they can move at all.  Huge projection
video screens are set up all over the place.

LA is connected to other cities all over the world by
satellite, sharing in the celebration in different time
zones.  The excitement has been building all evening as
midnight sweeps across the country toward the West Coast.
It looks like a U2 concert 10 blocks long: a multimedia
blow-out.

Madness in the streets.  And Lenny and Mace are stuck in
it.  The Civic can't move in the middle of this millennial
Mardi Gras.  People swarm around, pounding on the Civic as
they go by, or press their faces against the glass.  It
may be the party of the century, but it looks like the
middle of a third world revolution.

		MACE
	That's it.  Let's bail.

And she's out of the car, leaving the keys, ignoring the
protesting horns behind her.  And we see that she's
wearing a short black cocktail dress.  Lenny comes around
the car, through the wild crowd.  He's in his other suit.
Snappy.

Mace unselfconsciously hikes up her dress and slips her
.380 auto into a holster velcroed to her leg.  She pulls
the dress down and you can't see the gun, hidden between
her upper thighs.

In fact, it looks like she couldn't be concealing a
quarter anywhere on her body.  The dress is cut low at the
top and high at the bottom, showing plenty of muscular
legs.  High heels doing great things for her calves.  Her
braids now loose and full, like a mane.

Lenny glances at Mace and does a double take.  He is
caught by a sudden realization:

		LENNY
	Mace... you're a girl.

		MACE
	Good, Lenny.  I can see why the
	detective gig didn't work out.  Come
	on.

They push their way through the swirling mass of humanity.
Mace moving like a wedge, security training coming to the
fore.  The whole street is vacuum-packed with people.
Filled with cars deserted in the general euphoria, an
unparted Red Sea of man and machine.

They will move through the various strata of society as
they work their way in to the party's inner sanctum.  It
is like all of LA, from poorest to richest, compressed
into a few square blocks.  There are cops everywhere.
Cops on motorcycles, cops in cars, cops in riot gear.

Lenny scopes out the security at the front entrance...
metal detectors, cops... plus you have to have a 500
dollar-a-plate ticket.

		LENNY
	Got your ticket?

		MACE
	No.  They must have sent it to my
	beach house by mistake.

Lenny motions toward the back of the hotel and Mace
follows.  They pass a uniformed cop who is standing thirty
feet away, his back to them.

REVERSE ANGLE: It is SPREG.  His black eyes scan the
crowd.

						CUT TO:

INT.  HOTEL KITCHEN

ON LENNY AND MACE moving with purpose through the vast
steaming factory of the kitchen where a thousand dinners
are being prepared.  They are ignored by the bustling
staff.

						CUT TO:

INT.  HOTEL BALLROOM

Lenny and Mace emerge from a service door into the
glitterati crowd, heading into the ballroom.

They scan the room.

		LENNY
	You see Tran?

		MACE
	Uh unh.

Lenny whips out his cellular and recalls Max's number.  He
hears the phone connect.  It starts to ring.

LENNY'S POV... as the crowd parts for a moment.  He sees
PALMER STRICKLAND talking to a city-hall type.  Lenny
turns away before Strickland sees him.

		LENNY
	        (to the ringing
	         phone)
	Come on, Max.  Come on, buddy...
	        (two more rings)
	Damnit.

He looks around now.  Starting to feel the creeping edge
of panic.  No Tran.  No Max.

		LENNY
	Alright.  We're going up.

		MACE
	And do what?  Take on his whole
	posse?

		LENNY
	I still got one ace to play.  Tran's
	got what I want... and I've got what
	he wants...

Lenny pulls the Jeriko tape out of his breast-pocket and
holds it up.  Mace just stares at him completely outraged.

		MACE
	That's the original.  There are no
	copies.

		LENNY
	        (not getting it)
	Exactly.  That's why it's a make-
	able deal.

Mace gets very, very close to Lenny, and her voice drops
to an odd, cold... lethal-sounding... growl.

		MACE
	Look.  That tape is a lightning bolt
	from God.  It's worth more than you,
	more than me, more than Faith.  You
	understand?  It can change things.
	Things that need changing before we
	all go off the end of the road.  And
	you do not have the right to use it
	for currency.
	        (Lenny's eyes are
	         wide)
	You go... you go alone.  This is
	where I draw the line.  I care about
	you Lenny... a lot more than you
	know... which makes us both pretty
	stupid.  But you pawn that tape, you
	mean nothing to me.

Lenny doesn't know what to say.  Tough choice.  He
clenches his jaw...

And turns away.  He strides into the crowd, heading for
the lobby and the elevators.

ON MACE, watching him go.  Wanting to run and stop him.
But she's said what there is to say.  She turns away,
desolate and churning with emotion.  The moment lengthens
as she wrestles with it.  You see her fury, her sadness...
and her protective instincts.  Her resolve fails her.
Ultimately, she must protect him if she can.

		MACE
	Ah, hell.  Lenny--

She turns, running toward the lobby.  And...
BOOM.  Slams into him.  He came back.

Lenny takes her hand and puts the tape in her palm.
Closes her fingers on it.

		LENNY
	See that guy?
	        (pointing)
	The one with the ramrod up his ass.
	That's Strickland.

Mace follows his look to Strickland, across the room.

		LENNY
	Take it to him.

		MACE
	A cop?  You want me to trust a cop?!

		LENNY
	No.  Trust me.

He unclips his playback deck from his belt and hands it to
her.

		MACE
	        (nodding slowly)
	Oh boy.
	        (she takes a deep
	         breath)
	What if you're wrong?

		LENNY
	Then we'll be right where we are
	now.

		MACE
	Yeah, right.  Fucked.

						CUT TO:

INT.  BONAVENTURE ELEVATOR

It is a glass-cage scenic elevator, running up the outside
of the building.  10th floor.  The last passengers step
out.  When the doors whoosh closed and Lenny's left alone
there's only the sound of Muzak Christmas carols.  The
elevator rises, the lights of LA spread out below.  He is
hyperventilating.

						CUT TO:

INT.  HOTEL BALLROOM

Mace threads her way past tables circling a dance floor
full of dancers and makes her way through celebs air-
kissing each other.

But as she gets near Strickland's table, he stands up and
excuses himself.  He starts toward the men's room.  And
Mace follows him.

						CUT TO:

INT.  MEN'S ROOM/HOTEL

A few guys in tuxes tending to themselves.  Strickland
enters, crossing to a urinal.  He unzips.

Mace steps up beside him.  Guys behind her looking on,
slack-jawed.  Mace pays no attention to them.  Strickland,
stern and flinty-eyed, raises one eyebrow.

		STRICKLAND
	Yes?

She puts the playback deck on top of Strickland's urinal.
He scowls.

		MACE
	There's a tape in there you need to
	see.  I mean right now.

While see is looking at Strickland, a young LAPD OFFICER
comes out of a stall, and goes to the sink.  He glances in
the mirror at Mace.

		STRICKLAND
	If it wasn't New Year's Eve, I'd
	arrest you for possession of illegal
	equipment--

		MACE
	        (interrupting)
	Just look at the tape!  You want to
	know who killed Jeriko One?  Go in
	the stall right now and hit Play.

The young cop steps up behind her.

		YOUNG COP
	Sir, is there a problem here?

Mace turns.  Oh shit.  She backs away from them.

		MACE
	Damn!  I knew it--

Strickland motions with his eyes and the cop grabs for
her.  Mace twists viciously out of his grip, knocks him
down and vanishes out the door.

STRICKLAND hefts the recorder, pondering it.  His
expression is opaque.

						CUT TO:

INT.  HALLWAY/BONAVENTURE HOTEL

Lenny comes out of the elevator.  Standing at the corner,
where he can watch the elevators and the corridor, is Wade
Beemer.  Lenny doesn't break stride.  Just walks toward
Beemer.  He's not afraid anymore.  He's pissed off.
Beemer moves toward him.

		LENNY
	Now, Wade, can we talk here, like
	two human beings--

We think he's starting the usual negotiation.  But when he
gets in range he lets fly with a line-drive right,
straight into Beemer's face.  We're talking a John Wayne
haymaker punch.  He staggers back, surprised and dazed,
and Lenny knees him right in the gut as hard as he can.

He drops to his knees, sucking wind.  Lenny draws his
Glock and puts it behind Beemer's ear, pulling a pair of
handcuffs off his belt.  Okay, we're starting to believe
he might have been a cop once.

		LENNY
	It's not personal.

						CUT TO:

INT.  BALLROOM

Mace, moving fast as she can through the crowd and past
the tables when...

... she's grabbed by DUNCAN.  He gets her in a good tight
come-along.  Like any good security person, the hold is
not so obvious that the party around them is disrupted.
VITA MINH steps up next to her, closing ranks.

MACE IS WALKED around behind the bandstand.  Joey Corto
walks up to her, looking mean and smug.

Mace twists one hand free and snaps it out in a blur.  Her
open palm breaks Corto's nose with an audible crunch.
Corto screams and grabs his face.

		CORTO
	Aw, not the fucking nose!!

She slams her foot down on Duncan's instep and snaps her
head back simultaneously in a reverse head-butt.  He keeps
the hold.  Mace drives her free hand back into the
approximate position of his nuts.  Even though Duncan
looks like he bench-presses Buicks, this has the desired
effect.

Mace jerks away from him, shoving him back through a
buffet table.  Vita draws a knife in a lightning move
but...

Suddenly Mace is standing there with her dress hiked up
and her pistol straight-armed, with the muzzle right in
her face.  Vita says the smartest line of the night.

		VITA
	Hey, enjoy the party.

Mace spins and sprints through dumbfounded glitterati, her
gun innocuously tight to her side.  She spots a red "Exit"
sign above a fire door and goes through.

						CUT TO:

INT.  STAIRWELL AND PENTHOUSE/BONAVENTURE

Lenny closes the stairwell door, giving us a quick glimpse
of Beemer handcuffed to the steel railing.  Lenny moves
down the empty corridor.

He approaches suite 2203.  The door is ajar.  Always a bad
sign.

						CUT TO:

EXT.  STREET - NIGHT

Mace finds herself back in the millennium madness, among
the street crowd who don't even notice her.  She holsters
the gun and moves away from possible pursuit.  The sky
explodes with purple light as huge fireworks go off
overhead.  A crack like thunder follows.  Then more
flashes.

The countdown to midnight has begun.  The party is
building to a crescendo.  It seems to have a surreal,
nightmarish quality.  She passes a MIME in a clock suit,
who keeps adjusting the hands closer to midnight.

						CUT TO:

INT.  SUITE 2203

As Lenny enters the suite.  It is very quiet.  Dark.

Lenny's heart is pounding.  He moves through the luxurious
suite, gun in the low-ready position.

Lenny can barely breathe from the tension.  He notices
that one balcony door is open.  The roar of the crowd
comes in like the sound of surf from far below.  Fireworks
explode across the sky, and the cheers sound like distant
screams of slaughter.

His feet crunch on broken glass... a shattered champagne
bottle.  A lamp is knocked over.  He reaches the door to
the bedroom and looks in.  The room is empty.  The bed is
unmade, the bedspread and sheet pulled off.  This isn't
right.  None of this is right.

						CUT TO:

EXT.  STREET PARTY/HOTEL

Mace is scanning warily as she circles the hotel, looking
for a way back in.  She turns and sees ENGELMAN in the
crowd, not twenty feet from her.  He is looking right at
her.  Not recognizing her for a moment.  Then... he
realizes who she is.

He starts toward her and Mace pushes people out of the
way, breaking into a run.  Engelman charges after her,
pulling out his rover to call Spreg.

						CUT TO:

INT.  PENTHOUSE/BONAVENTURE

Lenny looks back at the living room.  Suddenly he notices
something on the coffee table.  It is an envelope, with
NERO hand-printed on it.  He is drawn to it, hypnotically.
He opens it...

... and with a nightmarish sense of destiny a SQUID TAPE
falls out into his hand.

						CUT TO:

EXT.  STREET - NIGHT

Now both Spreg and Engelman are stalking Mace through the
crowd.  Spreg catches a glimpse of her running and he
charges after her, like a bull, with his gun drawn.  He
hammers through anybody that gets in his way.

Mace kicks off her high heels and goes flat out, an Indian
runner.

Sprinting through the crowd, she sees an apparition ahead
of her... a guy wearing Death's Head make-up and a black
shroud, carrying a huge cardboard scythe in one hand and a
doll (New Year's Baby) in the other.  Death watches her
pass.

						CUT TO:

INT.  PENTHOUSE/BONAVENTURE

LENNY, moving as if he's in a trance, puts the trodes on
his head.  TIGHT ON THE PLAY BUTTON as his finger punches
down.

IN POV we approach room 2203.  It is the familiar
monochromatic vision of the killer.  Our hands open the
door quietly with a keycard.  We enter the suite.

Some of the lights are on.  We see Faith out on the
balcony.  Watching the sea of madness below.  She comes
back in, carrying an empty champagne glass.  She grabs a
bottle off an end-table and up-ends it.  Empty.  She hurls
it across the room, and it shatters against the wall.

We approach her, standing with her back to us.  Closer.
Only a few feet now.  She whips around, startled.  Gasping
loudly.  But then... she recognizes the wearer.

		FAITH
	Oh.  I didn't hear you come in.

THE RECORDING STOPS, in a blast of static.  Lenny jerks at
the discontinuity in the input, he is so keyed up.

THE RECORDING RESTARTS: A new image resolves out of
static.  Faith is pushed roughly down on the bed.  We
climb onto the bed, straddling her, and she gasps.  We
turn her onto her back.

She has been blindfolded.  The Wearer goes SSSHHH.  A
warning.  Like the hiss of a snake.  Our hands seize her
wrists and handcuff them one by one to the iron frame at
the head of the bed.

The hands go out of sight and then reappear holding a set
of trodes.  They are placed on her head... the spidery
gecko-hand device almost disappearing in her black hair.

LENNY'S guts have turned to water.  He is shaking his head
in horror...

		LENNY
	No, no, no...

IN POV we see one of our hands come up holding the yellow
plastic razor knife.  The blade clicks out to its full
length.

Our hands reach down and slowly slit her dress open,
starting between her breasts and going down out of sight.
She groans, squirming away from the cold knife.  The
killer's hands open the material, exposing her white body,
which in his peculiar vision is pure ivory.  The knife
deftly cuts off her panties.

We unbuckle our pants and reach for her, grasping her
hips, pulling her to us.

ON LENNY, gagging.  Overcome by revulsion and horror,
mixing obscenely with the pleasure flooding into him from
the tape.

BACK TO POV as we pull our belt out of the belt loops of
our pants and wrap it around Faith's neck.  Faith begins
to pant in tiny rapid breaths.  We tighten the belt
slowly.

LENNY tears the trodes from his head.  He clutches his
stomach, gasping for breath.  Carrying the playback deck,
he staggers into the bedroom... to the bed.  He stares
wildly around the room.

One whole wall of the bedroom is mirrored.  In the mirror
he spots a shape, on the floor beyond the bed.  It is
covered in the bed sheet, but it is clearly a human form,
propped up against the wall on the far side of the night
stand.  He missed it in his earlier look from the bedroom
door.

Lenny moves around the bed and reaches down to the foot of
the figure, grasping the edge of the sheet with a
trembling hand.  With horrified apprehension he pulls on
the sheet.

It reveals the head and upper body of... Tran Vo.

The last thing he expected.  Lenny leans close and sees
that Tran is breathing shallowly, but his eyes are vacant.
He looks like Tick did.

Lenny sits on the bed and puts the trodes back on.  The
fireworks and screaming outside sound like some
nightmarish war, like the sound of the world coming to an
end.  But all Lenny cares about is what's on the tape.  He
hits PLAY.

THE POV CONTINUES where it left off.  Faith's body lurches
with the Wearer's thrusts.  His hand tightens the belt.

Lenny feels the climax building.

Faith's body shakes as the killer comes... she cries out
herself, in pain... or is it?  The killers hand releases
the belt.  We see Faith gasping for breath and moaning.

Suddenly the POV whips sideways to the mirrored closet
doors along one wall.  In the mirror is a reflection of
the bed and on it Faith.  And on her...

... MAX.

Pants down, her legs pulled up around him.  They are both
gasping for breath, spent, following their shattering
orgasms.  He runs his hands over her sweat-slick belly.

LENNY is stunned beyond his power to imagine.  He does not
have the strength or the will to stop the tape.

IN POV Max's hands remove her blindfold.  She looks right
at us, still gasping with the aftershocks of her pleasure.
Max's hands undo the handcuffs, freeing her.  She reaches
for us, her eyes glittering with sated lust.  We slump
forward onto her, and her face fills the POV.

		FAITH
	I love you.

Lenny is reeling with these revelations.  His best friend
is the killer.  And the woman he loved loves him.  But the
tape is not over...

THE POV CONTINUES as Max's eyes whip around in response to
a sound behind them.  The bedroom door is opening.  Tran
is standing there, stunned.  Maybe the first time he's
ever been surprised in his life.  What a way to start.

Like lightning we are off the bed snatching our .45 from
the night stand and whipping around... putting the muzzle
right in Tran's face.  We pull him roughly across the
room, too stunned to resist.

		TRAN
	You're going to die, you're both
	going to fucking die.

We slam him back against the mirror wall and jam the
muzzle of the gun right in his mouth: a deadly gag.  Using
the gun we push him down until he is sitting on the floor
with his back to the mirror.

Our eyes whip to Faith.  She is freaking out.  We see
Max's reflection in the mirror as he talks to her, talking
fast.

		MAX
	This piece of puke hired me to kill
	you, baby.  Do you believe that?
	Isn't that right, Tran?  You
	pinhead.

		FAITH
	Oh my God.  I don't believe this is
	happening.

		MAX
	Believe it.  Now bring me the
	trodes, baby.  Come on, quick.

		FAITH
	What're you going to do?

Still in a kind of stupor, she hands him the trodes.  Max
puts the trodes on Tran's head, then pulls something out
of his pocket.  It is a booster box.  He plugs it into the
deck.  He takes the gain control and cranks it all the way
up.  He's setting up a cook-off.  Tran's eyes go wide when
he figures that out, starts to splutter.

		FAITH
	You can't just... kill him.

		MAX
	I'm not.  Just a little poach job.

		FAITH
	Jesus.

		MAX
	Hey, he was going to kill you.  And
	this ratfuck paid to have Iris
	killed, to save his own sorry ass.

Tran freaks at that point but Max jams the gun deep into
his throat, up to the trigger guard, choking off his
words.

		MAX
	You shut the fuck up, right now,
	I'm gonna pull this fuckin' trigger!

K-BANG!  Faith shrieks, thinking Max shot him.  But it's
just the start of the fireworks outside (remember all this
has already happened relative to Lenny entering the
suite).

		MAX
	Look, baby, it's now of never... the
	guy is a known input junkie, so a
	little OD won't surprise anybody.
	It's the only way we can be
	together.  You know it's true.

		FAITH
	My God.

We don't know if her reaction is to the horror of what is
about to happen, or to the realization that she has the
capacity to let it happen.

		MAX
	Here's how much I love you, baby.

She stares, transfixed, as Max reaches for the deck.  He
punches PLAY.  Max puts his hand over Tran's mouth to
muffle his screams as the input hits his brain like a
screaming chainsaw of static from Hell.  The screaming
outside, the pandemonium, give the moment a special
madness.

The POV turns, looking out the window... staring fixedly
at burst after burst of brilliant fireworks.  Like the
fireworks inside Tran's head.

THE TAPE ENDS.

Lenny takes off the trodes.  He is wrung out, drenched
with sweat.  We see that there is a figure standing in the
doorway behind him.  Lenny turns, not surprised to see Max
there with his .45 aimed at Lenny's chest.  Max's surgical
gloves look incongruous with his tux.

		MAX
	Don't make any assumptions about our
	friendship, Lenny.

Lenny stands up, slowly.

		LENNY
	No.  I suppose not.  I didn't know
	you were colorblind, Max.

		MAX
	Only way I could stand your ties.

Max moves up to him cautiously, and takes the Glock out of
Lenny's waistband.

		MAX
	I'll have that.  Glock 22.  Nice.

		LENNY
	Where's Faith?

		MAX
	I sent her to the party.  I figured
	I'd wait up here until you killed
	Tran.

		LENNY
	What makes you think I'm gonna kill
	Tran?

Max looks out the window at the fireworks.  Waits for a
flash, knowing that the bang will follow.  Keeping his own
.45 on Lenny, he aims Lenny's Glock at the catatonic Tran.
BLAM!  One right into Tran's forehead.  The crack of
thunder from the fireworks masks the sound.

		MAX
	You just did.

		LENNY
	Jesus!

		MAX
	You know, statistically that's the
	second most common word people say
	right before they die.  Shit being
	number one.

Max sticks Lenny's Glock in his waistband, keeping his own
.45 trained on Lenny.  Lenny knows the next bullet is for
him.  He does what he does best... talk.

		LENNY
	So... I killed Tran.  Then you ran
	in, being on his payroll, and shot
	me.

		MAX
	That's pretty much the way it
	happened.

CUT TO FAITH in the living room, moving silently up to the
edge of the door frame.  She looks through the crack
between the door and the jam.  Her POV: Max with the gun
on Lenny.

		LENNY
	Wait a minute.  Now I'm remembering.
	I killed Iris too, didn't I?

		MAX
	That's right.  They'll find the
	original of her snuff clip in your
	apartment.  The one I left for you
	at the club was a copy.

		LENNY
	Was I a really busy guy?  Did I do
	Tick too?

		MAX
	You bet.  Did you like it?

Lenny drops the cutesy role.

		LENNY
	So why Max... why d'ya have to do
	Iris?  She never hurt anybody.

CU FAITH, reacting to this.

		MAX
	Picture it... I feel like I gotta
	share this with somebody.  It's too
	perfect.

		LENNY
	I won't say anything.

		MAX
	I know.  So, I'm working for this
	puke, right?  And he says he'll pay
	me quite large to do the hooker.
	But also I gotta do his bitch
	girlfriend cause she knows the whole
	score and she's totally out of
	control.

Lenny nods.  Starting to see it.

		MAX
	Only he doesn't know about me and
	Faith.  So I say to myself, if I
	turn the job down, he just gets
	somebody else.  And I lose Faith...
	to coin a phrase.  So to buy time, I
	do the skank.  I still gotta do
	something about Tran... I figure
	it's him or me... but I can't cap
	him without a chump to take the
	fall.  And who better than his
	girlfriend's loser ex-boyfriend... a
	known criminal... who has been seen
	hassling them in public numerous
	times.

		LENNY
	And who was, regrettably, also your
	best fucking friend.

		MAX
	No plan is perfect, Lenny.  Hey,
	cheer up.  World's gonna end in ten
	minutes anyway.

		LENNY
	You must be so pleased, I followed
	your jellybean trail right here,
	like a good little chump.

		MAX
	You got froggy on me a couple times.

CUT TO: The Underground Garage, where Tick has been
cooked-off.  We see Max running his number on Mace and
Lenny.  Lenny buying it.

		MAX (V.O.)
	I thought that riff about the Death
	Squad was pretty good.  I hadda keep
	you from bringing the cops into it.

AND BACK again to REAL TIME.

		LENNY
	So there never was a death squad.

		MAX
	Naawww.

		LENNY
	Just those two loose-cannon cops
	running around covering their butts.

		MAX
	Yeah.  Pretty zany, huh?  All this
	shit caused by a random traffic
	stop.  Hey... nothing means nothing.
	You know that.  Look around... the
	whole planet's in total chaos.  You
	gotta take what you can, while you
	can.  Cause some shitbird can come
	up and put a fuckin' .22 in the back
	a your head any second.

CUT TO: A brief, violent flash from the Jeriko tape: Spreg
shoots Jeriko.

		LENNY
	How did you hook up with Faith?

		MAX
	This dink hires me a month ago to
	eyeball her, right?  But Faith knows
	me from you, right, so she comes up
	to me and says, 'Hey Max why you
	following me?' I say, 'I'll buy you
	a drink and explain.' And she says...

		FAITH
	'So, do you enjoy watching me?'

Max turns and sees her in the doorway.

		MAX
	You were supposed to go downstairs,
	baby.

		FAITH
	I know.  I don't always do exactly
	what I'm told.
	        (she walks slowly
	         toward them)
	So I said, 'Do you enjoy watching
	me?'  And you said -- come on Max.

		MAX
	I said, 'Yeah.  I'd even do it for
	free.'

		FAITH
	Uh huh.  And I said, 'That's good,
	because I like the feeling of
	someone watching me.  I acquired
	the taste from Lenny.'

Lenny looks between Faith and Max, feeling like the
asshole of the western world.  Faith moves up close to
Max.  She puts her hands lightly on his shoulders,
caressing them.  Max grins, realizing she is 100% with
him.

		MAX
	        (to Lenny)
	And then she said, 'Since we're
	going to be spending so much time
	together--'

		FAITH
	'We might as well make the best of
	it.'

		LENNY
	        (crushed)
	Jesus, Faith.

Faith runs her hands appreciatively over Max's shoulders
and arms.  Then, in an eyeblink, she grabs his forearm in
both hands and deflects the gun.

		FAITH
	Lenny!!

Lenny jumps in, wrestling Max for the gun.  Faith pulls
the Glock out of Max's waistband and throws it across the
room.

		MAX
	Fucking bitch!!

BLAM!  BLAM!  Max fires wildly, trying to hit Lenny, who
is just barely keeping the muzzle out of his face.  Faith
grabs Max's hair, trying to pull him away...

His "hair" comes off in her hands.  A prosthetic wig,
containing the squid-net array.  Max's head is shaved to a
Sinead O'Connor stubble.  He looks demonic, grimacing with
effort as he struggles with Lenny.

He continues firing.  The shots hit the mirrors.  ANGLES
of the reflected images of them shattering.  Faith,
screaming, reflected, her face fragmenting into shards.
The crystal chandelier shatters, reigning glassy snow on
them from above.

Max is stronger and heavier than Lenny, but Lenny has one
advantage: Max has managed to make him really angry.
Lenny gives a guttural cry and drives Max backward into
the doorframe.  They tumble together into the living room,
falling together over the couch.  Lenny pounds Max's hand
against the glass coffee table, shattering it.  He forces
Max's hand along a glass edge, cutting it, and Max drops
the gun.  Lenny reaches for it, but Max kicks it away a
split-second before his hand touches it.  It skitters
under the couch, out of play.

Max punches Lenny brutally in the face, then in the gut,
and grabs him with both hands.  He hurls him against the
wall.  Lenny staggers off the wall into several vicious
punches from Max.  We feel the tide turning.  Lenny goes
down to one knee.

Max pulls out his knife and flicks it open.  Lenny throws
a lamp.  Max ducks and charges through.  Lenny spins away
from the downthrust.

The knife embeds itself in his shoulder blade, sunk into
the bone.  Lenny punches Max in the throat and jerks away,
pulling the knife handle out of Max's hand.  Max tackles
him and they crash together through a sliding glass door
onto the balcony.  Explosion of flying glass.

Max pulls a dazed Lenny to his feet and rushes him
backward toward the railing.  At the last instant, Lenny
twists with all his strength and spins Max into the
railing, using his weight against him.  He pushes hard and
Max topples.

As he is going over, Max grabs Lenny's tie, pulling him
over.  Max is dangling 12 stories above the oblivious
crowd, his entire weight hanging from Lenny's tie.  Lenny
has one arm and one foot hooked around the railing, and he
is being strangled by the tie.

Lenny is starting to black out.  In agony he gropes with
his free hand to his own shoulder blade, finding the
handle of the knife.  He jerks it out of himself.  Max
sees it coming a split second before it happens.

Lenny slashes the knife across the tie, just above Max's
hands.

Max takes the express elevator to Hell.  He hits 12
stories down, on top of a video truck.

Lenny stands there panting, bleeding down the back of his
jacket.  Faith runs to the railing and looks down.  All
the strength goes out of her legs.  She sags to the floor.
Fireworks continue to boom across the sky.

Lenny looks down at her, gazing at the object of his
quest.  She looks up at him, her wet eyes seemingly at the
bottom of a deep well from which he cannot save her.

He turns and walks away.  It's hard.  But he keeps
walking.

						CUT TO:

EXT.  STREET - NIGHT

DOWN BELOW, in the madness of the crowd, we move with
Spreg as he searches for Mace.  He sees her from behind,
walking near one of the stages.  He moves up behind her,
aiming his pistol at the back of her head.  She turns
and...

... it isn't Mace.  Another girl in a similar dress.
Spreg curses and looks around.

Engelman catches a glimpse of Mace running.  He points to
her position and Spreg charges after her.  He has his
baton laid back along his forearm and is clubbing people
out of the way as he runs.

Mace sprints barefoot through the crowd, pushing people
out of her way.  Strobe-lights from the stage and flashes
from the fireworks give the crowd a nightmarish look.

Spreg fires at her.  People drop, their screams drowned
out by the pandemonium.  The gunshots don't register above
the concussions from the fireworks.  No one notices the
shootings.  Spreg continues to fire, missing her as people
block his shots.  Mace won't fire back in the crowd.

ON SPREG, coming to a stop at the base of a lighting
tower.  He has lost sight of her.  He starts to reload his
pistol.  Mace comes up to him silently from behind the
tower and hammer punches him behind the ear with the butt
of her pistol.

Spreg comes around with a roar, slamming the baton across
her forearm.  Her .380 clatters to the ground.  Mace
bodyslams him back against the steel tower, smashing her
palm up under his chin.  His head raps off the metal.
Mace is like a she-panther.  She rips the baton out of his
hands and cracks him once across the windpipe.  He drops
to his knees, gagging and unable to breathe.

A shot hits the metal space-frame next to her head.  She
spins to see Engelman, charging toward her.  Before he can
fire again she drops behind the kneeling, gasping Spreg,
using him as a human wall.  She clamps an arm around his
neck, controlling him, and pulls his tazer from his belt.

She shoots Engelman in the chest from 8 feet.  He
convulses and drops instantly to the pavement, flopping
like a fish.  She holds the current on him while she goes
over and kicks his gun away.

She takes Engelman's cuffs from his belt.  Spreg glares at
her through the blood running into his eyes.  She raises
the baton.

		MACE
	All the way down!  RIGHT NOW!!

He slowly drops to the pavement, face down.  Now that
she's got them both proned out, she quickly handcuffs one
of Spreg's hands to one of Engelman's.

The crowd of partiers stares.  Can't believe what they're
seeing.  Mace takes Spreg's cuffs and attaches his other
wrist to the base of the tower.  That's when THREE LAPD
COPS in riot gear burst through the surrounding crowd and
see a black girl crouching over two of LA's finest with a
police baton.  The cops advance toward her.

		MACE
	Wait.  Let me tell you what's going
	on here--

The nearest shoots her with a tazer.  She spasms and goes
to her hands and knees.  One of the cops kicks her down.
She cries out, trying to explain, but she can't get the
breath as the batons start to fall.  The crowd around them
watches fascinated, gasping.

Mace sees another cop arrive and start to uncuff Spreg.

		MACE
	NO!!  NO!!!

They crack her with their batons, telling her to stay
down.  Another one kicks her in the stomach.

A BLACK KID in the crowd leaps onto one of the kicking
cops.

And then they come out of the crowd... one, then three,
then half a dozen.  Just normal people... black, white,
Latino people... that can't watch this happen any more.
They jump the cops, swarming them, wrestling them down.
It becomes a brawl.

Then cops are running in from everywhere.  We see the
trigger point of a full-scale riot.  Cops in full riot-
gear, with Lexan shields, push the crowd back, clearing a
space.  A helicopter XENON comes straight down from above,
like the divine light of God.

Mace hugs herself, at the center of it, unable to get up.
Within seconds there are twenty cops there, and more on
the way, forming a human wall.  They get the crowd settled
down.

Through the phalanx of riot cops comes Palmer Strickland
and several ranking officers.  He surveys the scene.
Strickland looks down at Mace and then at Spreg and
Engelman, who are getting to their knees, though still
handcuffed to each other and the steel tower.  The beat
extends... Strickland unreadable, face stern as Moses.
Then...

He points at the two prone cops.

		STRICKLAND
	        (to the nearest
	         officers)
	These two are under arrest for
	murder.

Strickland looks Spreg in the eye and holds up Lenny's
squid tape.  Spreg and Engelman react, knowing they are
over.  The helicopter Xenon gives the whole moment an
otherworldly quality.  Like they are in some celestial
court of judgment.

		STRICKLAND
	Get some medical attention for this
	woman.

Lenny pushes through from behind Strickland.  He runs to
Mace and kneels next to her.

		LENNY
	Are you okay?

A trickle of blood runs down her face.  She nods weakly
and reaches for him.  They hug, then they both wince in
pain.  Mace sees the cops running in to arrest Spreg and
Engelman.  One of them unhooks Spreg from the tower.

		MACE
	I got 'em, Lenny.

ENGELMAN LUNGES, grabbing a gun from the holster of the
closest cop.  He waves them back with it.  Then puts it in
his mouth and fires.

He topples against Spreg, spraying him with his spurting
blood.  Spreg clutches him, lowering him to the ground,
bathing in his blood.  You see him going insane, right at
that moment.  His face is suddenly demonic.

SPREG, the street-monster cop, RISES IN SLOW MOTION.  His
glare is fixed on Lenny and Mace.  He has Engelman's gun
in one blood-drenched hand.

Lifting the dead weight of Engelman by the handcuff, he
begins to drag the body, lurching toward Mace.  He keeps
the pistol down along his side.  Spreg exists at the
center of a circle of cops who don't know what to do.  He
has a gun so they can't rush him.  But he's a cop, so they
can't shoot him.  Several officers shout at him to drop
the weapon.  You barely hear them over the pandemonium of
the crowd, the helicopter, the fireworks.

		LENNY
	SHOOT!

Like a scene from a nightmare the blood-drenched Spreg,
completely unhinged, lurches toward them.  Engelman's body
slides over the ground, leaving a snail-track of blood a
foot wide.

		SPREG
	YOU FUCKING NIGGER BITCH!!

He raises Engelman's pistol, points it at her and...

Lenny throws himself across her, turning his back to take
the fire, and...

POW POW POW!  The LAPD executes Spreg in a hail of fire.
He drops like a sack of cement.

The smoke clears.  Lenny blinks... realizing he is alive.

He faints.  Mace shakes him, thinking he is shot.  He
opens his eyes.

		LENNY
	Yeah, what?

CUT TO SEVERAL MINUTES LATER.  Mace and Lenny are being
escorted through the crowd by Strickland and a number of
cops who part the rowdy mob before them.

Lenny and Mace are both limping, bruised, cut up.  Lenny's
arm is drenched with blood from his shoulder wound.  They
support each other like two soldiers after a battle.

Mace sees Faith... FAITH, escorted by a couple of cops,
passing near them.  She is in handcuffs and her eyes are
dull.  Mace turns back to Lenny...

		MACE
	Are we under arrest?

		LENNY
	Naw.  They just have to ask us a
	few questions... for about six
	hours.

They pass DEATH, with the (plastic) BABY still in his
arms.  Life out of Death in the endless continuum.  Lenny
pushes the scythe out of the way so they can get past.

They reach a row of police cars and an ambulance.  The EMT
guys run to Lenny, helping him painfully out of his suit
jacket.  Strickland motions Mace toward a waiting squad
car.  Lenny sees...

The CLOCK MIME, who smiles at him and puts his hands at
midnight.  We hear a roar passing through the crowd.  A
huge chanting and cheering, that becomes thunderous as
everyone begins to shout the countdown to midnight.

		CROWD
	TEN!  NINE!  EIGHT!...

Lenny and Mace look around... the wonder of it sinking in.

		CROWD
	SEVEN!  SIX!  FIVE!...

Mace and Lenny let it wash over them... the deliverance
from darkness.

		CROWD
	FOUR!  THREE!  TWO!  ONE!  HAPPY NEW
	YEAR!

The exultation of the moment flows through them as the
people lift their voices in a great cheer.  Balloons are
released, confetti and streamers fly in a blizzard.
Couples grab each other and kiss passionately.

		MACE
	        (grinning)
	Hey, Lenny.  We made it.

		LENNY
	Yeah.  We did.

She hugs him.  Then pulls back.  Friends... yes.  And
always.  But there's that line that she can't cross.  Only
he can do that.

		MACE
	Well...
	        (she shrugs)
	Get going.  You're still bleeding.

		LENNY
	See you downtown.

		MACE
	Yeah.  See you there.

TRACKING WITH LENNY as he walks toward the ambulance.
They open the back door for him.  The walk is
hallucinatory... with confetti falling like snow, and the
hysteria of the crowd.  He looks back at Mace as the
paramedics help him up into the ambulance.  The back doors
close.

ON MACE, watching him go.  A cop gently takes her arm,
opening the squad car door for her.  She turns away, her
face sad amid the exultation of the crowd.  She gets into
the back seat.  The door slams.  Strickland gets in next
to her.  The driver starts the car.  They start to move,
and...

There is pounding on the glass, startling her, and...
The door is wrenched open...
A hand comes in, grabbing her arm, pulling her out...

Lenny.  His eyes are full of emotion.
He grabs her in his arms, fiercely, and kisses her... like
there's no tomorrow.  She grabs his head and won't let him
break, even if he wanted to, which he doesn't.

Strickland, in the car, rolls his eyes and looks at his
watch.  Reflex.  Because if there's one time you don't
need a watch, it's...

12:01  A.M.  JANUARY 1, 2000

PULL BACK AND UP as Lenny and Mace stay locked together,
while the cops wait for them, and the world begins again.

THE END