Miller's Crossing_1990

FADE IN: CLOSE SHOT   A WHISKEY TUMBLER
    That sits on an oak side bar under a glowing green bankers lamp , as two ice cubes are dropped in . From elsewhere in the room :
    Man
    ( off . )
    I'm talkin' about friendship. I'm talkin' about character. I'm talkin' about - hell, Leo, I ai n't embarassed to use the word - I'm talkin' about ethics.
    Whiskey is poured into the tumbler , filling it almost to the rim , as the offscreen man continues . You know I 'm a sporting man . I like to make the occasional bet . But I ai n't that sporting . THE SPEAKER A balding middle - aged man with a round , open face . He still wears his overcoat and sits in a leather chair in the dark room , illuminated by the offscreen glow of a desk lamp . This is Johnny Caspar . Behind him stands another man , harder looking , wearing an overcoat and hat and holding another hat - presumably Caspar 's . This is Bluepoiont Vance .
    Caspar
    ( cont 'd . )
    When I fix a fight, say - if I pay a three - to - one favorite to throw a goddamn fight - I figure I got a right to expect that fight to go off at three - to - one. But every time I lay a bet with this sonofabitch Bernie Bernheim, before I know it the odds is even up - or worse, I'm betting the short money.
    Behind Caspar we hear the clink of ice in the tumbler and a figure emerges from the shadows , walking away from the glowing bar in the backgound . The sheeny knows I like sure things . He 's selling the information I fixed the fight . Out - of - town money comes pourin ' in . The odds go straight to hell . I do n't know who he 's sellin ' it to , maybe the Los Angeles combine , I do n't know . The point is , Bernie ai n't satisfied with the honest dollar he can make off the vig . He ai n't satisfied with the business I do on his book . He 's sellin ' tips on how I bet , and that means part of the payoff that should be ridin ' on my hip is ridin ' on someone else 's . So back we go to these questions - friendship , character , ethics . The man with the whiskey glass has just passed the camera and we cut to the : REVERSE Another well dressed , middle aged man , behind a large polished oak desk , listening intently . This is Leo . He is short but powerfully built , with the face of a man who has seen things . The man with the whiskey enters frame and passes Leo to lean against the wall behind him , where he listens quietly .
    Caspar
    So its clear what I'm sayin'?
    Leo
    Clear as mud.
    Caspar purses his lips but continues unfazed .
    Caspar
    It's a wrong situation. It's gettin' so a businessman ca n't expect no return from a fixed fight. Now if you ca n't trust a fix, what can you trust? For a good return you got ta go bettin' on chance, and then you're back with anarchy. Right back inna jungle. On account of the breakdown of ethics. That's why ethics is important. It's the grease makes us get along, what separates us from the animals, beasts a burden, beasts a prey. Ethics. Whereas Bernie Bernheim is a horse of a different color ethics - wise. As in, he ai n't got any. He's stealin' from me plain and simple.
    Leo leans back in his chair . The man behind Leo raises the whiskey glass to his lips . He is trimmer and younger than Leo , perhaps in his thir - ties , dark - complected , with a pencil mustache and a gaunt intensity that is not entirely healthy - looking . This is Tom . As he drinks , he studies Caspar and Bluepoint .
    Leo
    You sure it's Bernie, selling you out?
    For the first time the man behind Caspar speaks :
    Bluepoint
    It ai n't elves.
    Leo
    Nobody else knows about the fix?
    Caspar
    No one that ai n't got ethics.
    Leo
    What about the fighters you pay to tank out?
    Bluepoint
    We only pick fighters we can put the fear of God in.
    Leo
    Any other bookies know? You play anyone else's book?
    Caspar
    I lay an occasional bet with Mink Larouie.
    Bluepoint
    But it ai n't Mink, I'll vouch for that.
    Leo
    How do you know?
    Caspar shakes his head .
    Caspar
    It ai n't Mink. Mink is Bluepoint's boy.
    Leo
    Mm. And of course, Bluepoint always knows about the fix.
    Bluepoint
    What the hell is that supposed to mean?
    Leo
    Let it drift. All it means is a lot of people know.
    Caspar
    I guess you ai n't been listening. Sure other people know. That's why we got ta go to this question of character, determine just who exactly is chiseling in an my fix. And that's how we know it's Bernie Bernheim. The Motzah Kid.'Cause ethically, he's kinda shaky.
    Leo
    You know Bernie's chiseling you because he's a chiseler. And you know he's a chiseler because he's chiseling you.
    Airily :
    Caspar
    Sometimes you just know.
    Leo
    So you wan na kill him.
    Bluepoint
    For starters.
    Leo nods , thinking . He swivels to look interrogatively at Tom . Tom gives an almost imperceptable shrug . The ice cubes in his glass clink . Leo turns back to Caspar , pauses .
    Leo
    Sorry, Caspar. Bernie pays me for protec - tion.
    Tom , peering over his drink , does not entirely conceal his surprise . Caspar stares at Leo , his mouth open . It is not the response he expected .
    Caspar
    Listen, Leo, I ai n't askin, for permission. I'm tellin' you as a courtesy. I need to do this thing, so it's gon na get done.
    Leo
    Then I'm telling you as a courtesy that you'll have trouble. You came here to see if I'd kick if you killed Bernie. Well there's your answer.
    Caspar 's voice is harder :
    Caspar
    Listen Leo, I pay off to you every month like a greengrocer - a lot more than the Motzah - and I'm sick a gettin' the high hat -
    Leo
    You pay off for protection, just like everyone else. Far as I know - and what I do n't know in this town ai n't worth knowing - the cops have n't closed any of your dives and the O.A. has n't touched any of your rackets. You have n't bought any license to kill bookies and today I ai n't selling any. Now take your flunky and dangle.
    Caspar is staring at Leo . He looks at Tom , then rises slowly to his feet . Back at Leo :
    Caspar
    Ya know I'm tryin'. I'm tryin not to raise my voice in anga. I've always gone along to get along. But you make me lay off the Matzoh and you're givin' me the needle. I told you the sheeny was robbin' me blind, I told you I wan na put him in the ground and I'm telling you now I'm sick a the high hat.
    He swipes his hat from Bluepoint . You think I 'm some guinea fresh off the boat and you think you can kick me . But I 'm too big for that now . He puts his hands on the desk and leans towards Leo . The cords stand out on his ndck . I 'm sick - of takin ' the strap from you , Leo . I 'm sick a marchin ' down to this goddamn office to kiss your Irish ass and I 'M SICK A THE HIGH HAT ! Caspar stops , out of breath . He is red faced and panting . Bluepoint has put a gently restraining hand an his shoul - der . Leo and Tom stare at Caspar impasssively . After a beat Caspar shuts his mouth . His eyes lose some of their glaze . He looks at Bluepoint 's hand , turns and strides towards the door .
    Caspar
    Youse fuckin' fancy - pants, all of ya.
    He opens the docr , but Leo 's voice stops him .
    Leo
    ( softly . )
    Johnny. You're exactly as big as I let you be and no bigger and do n't forget it. Ever.
    Caspar looks at Lea from the open doorway . After a beat he chuckles .
    Caspar
    Ats right, Leo, you're the big - shot around here.
    He dances over at Tom again , then back to Leo : . And I 'm just some schnook likes to get slapped around . He leaves , Bluepoint following , shutting the door . After a beat Tom crosses in front of the desk and sits down in the chair Caspar has just vacated . Leo chuckles and leans back in his chair .
    Leo
    Twist a pig's ear. Watch him squeal.
    Tom swallows the last of his drink and stares ruminatively down at his glass .
    Tom
    Bad play, Leo.
    Leo , unfazed , grins at Tom .
    Leo
    Got up on the wrong side, huh?
    Tom
    Same side as always.
    Leo
    That's what I mean. Still owe money to - who's your bookie? Lazarre?
    Tom
    Mm.
    Leo
    I could put it right for you.
    Tom
    Thanxs Leo, I do n't need it.
    Leo
    In a pig's eye. You have n't played a winner in six weeks. People'll speak ill of me if I let him break your legs.
    Tom grins back , for the first time .
    Tom
    People'll say I had it coming.
    Leo
    And they'll be right, but that ai n't the point. Call me a big - hearted slob, but I'm gon na square it for ya.
    He picks up a phone on his desk and starts to dial . Yeah , I think I 'll do that , this very same night . Looking at you moping around takes away all my . What did you call it ? Joy de veever . Tom stands and walks over to the desk .
    Tom
    Joi de vivre.
    He takes the receiver from Leo and prongs the phone .
    Leo
    Well look, if your gon na laugh at me, the hell with you.
    Tom walks to the door , putting an his hat .
    Tom
    And with you. I'll square myself with Lazarre if you do n't mind. Thats why God invented cards.
    He pauses in the doorway and turns back to Leo . There is something you can do for me .
    Leo
    Name it.
    Tom
    Think about what protecting Bernie gets us. Think about what offending Caspar loses us.
    Leo chuckles good - naturedly .
    Leo
    Come on, Tommy, you know I do n't like to think.
    Tom has stepped into the hallway and , just as he closes the door :
    Tom
    Yeah. Well, think about whether you should start.
    The door clicks shut . CUT TO BLACK

FADE IN: THE WOODS   CREDIT SEQUENCE
    Although it is day , the tree cover gives an effect of almost cathedral - like darkness . The sun filters down through the leaves in gently shifting patterns . We hear only the sound of the wind and the creaking and groaning of tree limbs in the breeze . Head titles are supered over the dissolving series of woods scenes . In the last woods scene the angle is low - almost ground - level . The sun dapples the floor of the forest , which is carpeted with pine needles . With a whoosh of rustling leaves the wind gusts a fedora into frame . For a moment it lies still in the foreground , sunlight rippling over it , making it seem almost alive . Then the wind picks up again and the hat tumbles away from us , end over end , in slow motion into the background , impossibly far away until . it dissappears . As we fade out , we hear a distant knocking .

FADE IN: CLOSE SHOT   TOM
    Unshaven , eyes closed , motionless . The head credits continue over this one - shot scene . The knocking continues , faintly , offscreen . As we hear a door opening we pull back to a looser shot , revealinq that Tom is slumped back on a tired green sofa . A fat hand enters to shake Tom 's shoulder .
    Voice
    Wake up, Tommy.
    Without ocening his eyes :
    Tom
    I'm awake.
    Voice
    You're eyes were shut.
    Tom
    Who're you gon na believe?
    Tom sits up , though it seems like an effort . He looks sick . From a small mirror behind the couch we see that we are in the back room of a gambling establishment . The leavings of a card game litter a table in the middle background .
    Tom
    How'd I do?
    Voice
    What do you think. You're a millionaire. You gon na remember your friends?
    Tom reaches up to feel his head , and looks stupidly about .
    Tom
    Where's my hat?
    Voice
    You bet it, ya moron. Good thing the game broke up before you bet your shorts.
    After a beat of staring at nothing in particular , Tom abruptly lurches to his feet and staggers out of frame . The other man sits heavily onto the couch that Tom has just vacated . He is Fat Tony , a big man wearing an apron . He watches as we hear Tom , offscreen , staggering across the room , bumping into something which scrapes and then clatters over , opening a door , staggering across tile , and then vomiting . Fat Tony watches with mild interest . Finally :
    Tom's Voice
    Who left with my hat?
    Tony
    Verna. Verna and Mink.
    Tom
    Who?
    Louder :
    Tony
    Mink and Verna.
    Offscreen we hear a tap running .
    Tom
    Thunderclap running tonight?
    Tony
    Yeah.
    Tom
    What's she leave at?
    Tony
    Three - to - one, more'n likely. Lay off, Tom. You should n't go deeper in the hole.
    Tom
    Tell Lazarre I want five hundred on the nose.
    Tony shrugs .
    Tony
    You would have it.
    Tom
    Somebody hit me?
    Tony
    Yeah. Mink hit you.
    Tom
    Whyzat?
    Tony inspects a hangnail on his thumb .
    Tony
    You asked him to.

CUT TO: A HALLWAY
    A loose shot looking over Tom 's shoulder as he knocks on an partment door . Head credits continue . The door swings open and Verna , an attractive but hard - looking woman in her late twenties or early thirties looks coldly out at Tom .
    Tom
    ( still slightly woozy . )
    Miss me?
    Verna
    You again. What now?
    Tom
    I want my hat.
    Verna
    Is that all you came for?
    Tom
    Yeah. I want my hat.
    Verna
    I won it. It's mine.
    Tom
    What're you gon na do with it?
    Verna
    Drop dead.
    She slams the door . There is a long , motionless beat . Tom raises his hand and knocks again , missing the door completely on his first try . After a knock or two the door swings open again .
    Tom
    I need a drink.
    Verna
    Why did n't you say so.
    She steps away from the door and Tom enters the apartment . As the door clicks shut we cut to black , and the last of the movie 's head credits . Music clays under the credits , mixed in with the woods sounds we heard earlier . As the last of the credits is fading to black we hear a distant knocking , and from black we :

CUT TO: CLOSE SHOT   A FEDORA
    Lying on a marble bureau top in a dark room . A gently rippling cookie plays over it - light from a streetlamp thrown through a curtained window . Reflected in the bureau mirror behind the fedora we see the soft glow of a burning cigarette . REVERSE Tracking in on Tom , sitting in bed , smoking , staring at the bureau . The rippling street light plays over him from the window . We hear a distant knocking . WIDER The bedroom , as Tom swings his legs around and gets out of bed . Tom throws on a dressing gown and leaves the bedroom through its double oak pocket doors , closing the doors behind him .

LIVING ROOM
    Also dark , lit only by streetlight filtering in . The knocking is louder here . Tom crosses the room , silhouetted against the windows , to the apartment 's front door . Light fans in as he opens it . Shiftng uncomfortably in the hallway is Leo , in an overcoat and fedora .
    Leo
    ` Lo, Tommy. Sorry about the hour.
    Tom
    I'll live. What's the rumpus?
    Leo
    Can i come in?
    Tom thinks about this for the slightest beat .
    Tom
    Sure.
    He lets Leo precede him into the living room . Tom turns on a lamp that sits on a rolling bar . Drink ?
    Leo
    I would n't mind. I tried calling earlier.
    Tom
    I got home late.
    As Tom sits down facing Leo with two drinks :
    Leo
    Well. Sorry about the hour.
    Tom
    Uh - huh.
    He waits , with no apparent impatience . The older man is uncomfortable ; he is having trouble finding the words . Finally he lifts his glass and swallows it in one gulp .
    Leo
    Not bad.
    Tom
    Better than the paint we sell at the club.
    Leo
    That it is. That it is.
    Tom
    Thought about cutting Bernie loose?
    Leo is shuffling his hat nervously from hand to hand .
    Leo
    Ca n't do it, Tommy, ca n't do it. That's sort of why I'm. Tommy. I do n't know where Verna is.
    Tom fixes him with a level stare , then takes a sip of his drink .
    Tom
    Uh - huh.
    Leo
    I know what you're thinking : What else is new? But the situation now, I'm worried.
    Tom blows out air .
    Tom
    Verna can take care of herself. Maybe better than you can.
    Leo
    What does that mean?
    Tom stands up , takes Leo 's glass and walks back over to the bar .
    Tom
    Want another?
    Leo
    No. What does that mean?
    Tom turns to look at Leo , pauses , then decides to speak :
    Tom
    How far has she got her hooks into you?
    Leo
    That's a hell of a question.
    Tom
    It's a grift, Leo. If she did n't need you to protect her brother from Johnny Caspar, d'you think she'd still go with you on slow carriage rides through the park? That is the deal, is n't it? You keep Bernie under wraps'till Caspar cools down?
    Leo
    Jesus but you're a prickly pear. What's wrong with her wanting her brother taken care of?
    Tom
    Not a thing. I do n't blame her. She sees the angle - which is you - and she plays it. She's a grifter, just like her brother. They probably had grifter parents and grifter grandparents and someday they'll each spawn little grifter kids -
    Leo
    Stop it, Tommy. I do n't like to hear my friends run down. Even by other friends.
    Tom shrugs .
    Tom
    Friendship's got nothing to do with it.
    Leo
    The hell you say. You do anything to help your friends. Just like you do anything to kick your enemies.
    Tom
    Wrong, Leo. You do things for a reason.
    Leo
    Okay, Tom, you know the angles - Christ, better than anybody. But you're wrong about this. You do n't know what's in Verna's heart.
    Tom stares down into his drink . There is an awkward pause . Then finally , without looking up :
    Tom
    Leo, throw her down. And her brother, too. Dump her.
    Leo looks like he has just been stepped on .
    Leo
    Jesus, Tom. Verna's okay.
    He nods to himself . She 's a little wild , but she 's okay . I like her . Tom smiles .
    Tom
    Yeah, you like her. Like the Kaiser likes cabbage. You're dizzy for her.
    Leo scowls at Tom .
    Leo
    What of it? Jesus, Tom, ai n't you ever been bit by that bug?
    Tom
    Leo, if she's such an angel, why are you looking for her at four in the morning?
    Leo digs his hands into his pockets and slouches back , profoundly embarassed .
    Leo
    I put a tail on her this afternoon.
    Tom
    Hah!
    Leo
    Yeah, I asked Rug Daniels to follow her around - just, you know, just to keep her out of trouble.
    Tom
    And to tell you what trouble she was managing to whip up herself.
    Leo
    It was n't to spy, Tom ; I was worried. After that meeting with Caspar, well - you ca n't be too careful.
    Tom
    Uh - huh. And what did Rug tell you that has you scurrying over here?
    Leo
    That's just it. Nothing. He's disappeared.
    Tom laughs humorlessly .
    Tom
    So you've lost your ladyfriend and the tail you put an her.
    Leo
    I guess it does sound pretty sorry at that.
    He looks from his empty glass up to Tom . Help me out , Tom . I would n't know where to start looking . You know Rug 's crowd , you know the people Verna runs with . I 'm just worried now , with things the way they are between me and Caspar - Tom gives a wave of disgust .
    Tom
    You should n't be confronting Johnny Caspar, it's what I've been trying to tell you. You ca n't trade body blows with him. He's gotten too strong.
    For the first time Leo displays some testiness :
    Leo
    I reckon I can still trade body blows with any man in this town.
    He sighs , looks back down at his drink . Except you , Tom .
    Tom
    And Verna.
    Leo smiles good - naturedly .
    Leo
    Okay, give me the needle. I am a sap, I deserve it.
    He stands and walks to the door . Tom does n't move . His eyes remain fixed on the chair Leo has just vacated . Leo pauses in the open doorway . Thanks for the drink . Let me know if you hear anything . The door closes and he is gone . Tom grimaces and stands up . Sunlight is just starting to come in through the windows , defining for the first time the corners of the large semi - circular room as Tom walks across it to the bedroom . Distant early - morning traffic noise is filtering up from the street .

INT  BEDROOM
    As Tom opens the double oak doors and enters , leaving them open . He crosses to the bed and sits an its edge , hunched forward , thinking . Behind him , a woman stirs .
    Woman
    ( sleepily . )
    Who was that?
    Tom
    Leo.
    He takes a cigarette from the nightstand and lights it . He 's looking for you . Verna stiffens .
    Verna
    Did you tell him I was here?
    Tom
    No.
    Verna relaxes .
    Verna
    Did you put in a good word for my brother?
    Tom
    No.
    Verna
    You said you would.
    Tom
    I said I'd think about it.
    Verna
    What did you tell him?
    Tom is lost in thought . He exhales smoke .
    Tom
    Did you see Rug Daniels last night?
    Verna
    No. What did you tell Leo?
    Tom finally turns to face her . After looking at her for a beat :
    Tom
    I told him you were a tramp and he should dump you.
    A shoe flies past his head and hits the wall behind him .
    Verna
    You're a son of a bitch, Tom.

EXT  ALLEYWAY   EARLY MORNING
    We are on an extreme close shot of a small dog . Behind him , in the distance , we can see the mouth of the alley . The dog is on point , perfectly still , one front leg crooked and raised off the ground , his ears pointed straight up , his eyes in a fixed stare . A MAN is slouched , half - sitting , against the wall of the alley . He is motionless . His mouth is agape . His eyes are rolled up in a lifeless stare . He is wearing an overcoat but it is unbuttoned and reveals a blood stain in the middle of his chest . His fedora lies on the ground near one of his splayed hands . There is something subtly odd about his hair . CLOSE SHOT A LITTLE BOY Perhaps five years old . He stares down at the dead man in front of him . CLOSE SHOT THE MAN Staring vacantly . THE BOY After a moment , he reaches forward . THE MAN As the boy 's hand enters frame . The boy pokes once at the man 's shoulder . There is no reaction . The boy touches the top of the man 's head . The man 's hair slips forward a couple of inches over over his forehead . THE BOY Staring . THE MAN Also staring , his skewed hairpiece ill becoming his stunned expression . The boy reaches forward and takes the hairpiece off the man 's head . Now a bald man stares off into smace , still looking stunned , still quite dead . WIDE SHOT THE ALLEY The dead man and the little bov face each other in profile in the middle foreground . In the background , between them , the little boy 's dog faces us , still on point , still whining . The little boy is fascinated by the hairpiece he holds . He turns it over and around , and looks from it to the dead man . Suddenly the boy turns and runs , away from us , towards the mouth of the alley , still clutching the hairpiece . As he passes the dog it turns and runs after him , wagging its tail , happy to be leaving . FADE OUT

INT   DINER EVENING
    A man sits facing us at the counter in the foreground . His face is hidden by the newspaper he is reading . The page of the newspaper being presented to the camera bears a story headlined : GANGSTER SLAIN . The subhead : Politician 's `` Aide '' Found Dead in Alley . After a beat the diner drops the paper to the counter , and we see that it is Tom , wearing overcoat and hat . He is grimacing at whatever he was reading . He stands and digs into his pocket . REVERSE Looking down at the newspaper an the counter , next to a steaming cup of coffee . Tom 's hand enters to put some change on the counter , leaves , and we hear his receding footsteps . The headlined story on the page Tom was reading is : THUNDERCLAP INJURED IN RACING MISHAP .

CUT TO: TRACKING IN TO CLOSE SHOT   PLAQUE
    Set into the brick of a building 's exterior , it reads : SHENANDOAH CLUB . In script underneath : Members Only .

INT   THE CLUB   NIGHT
    Tracking towards the front door as Tom enters . He puts his coat and hat on the check counter .
    Tom
    Hello, Beryl -
    Her arm sweeps across frame to slap Tom hard .
    Check Girl
    ( off . )
    Ai n't you got a conscience?
    Tom stares dumbly . ON BERYL A diminutive woman in a french maid 's uniform with a pill box hat . She rocks her weight on one leg with her hands proceed defiantly on her hips . It 's a little voice inside that tells you when you been a heel !
    Tom
    Mine's been mum lately - what'd I do?
    Beryl
    Stood me up is all. Made me wait an hour and a half is all? Or maybe you do n't remember sayin' you'd pick me up after work last night. I seen heels in my time, sure, plenty of'em! But none so low as could n't tell me to my face when they was sick of me!.
    She throws a check number at him . You know where you can stick it !

CUT TO: TRACKING SHOT
    Pulling Tom as he walks across the gambling floor . He is joined bv a nervous young man in a tuxedo .
    Mink
    ` Lo Tom. What's the rumpus?
    Tom
    Mink.
    Mink throws a glance back in the direction of the coat check .
    Mink
    I see you got your hat back.
    Tom
    Yeah, what of it.
    Mink
    Not a thing, Tommy. I got not a thing to say. Listen, Bernie wants to see you. It's important.
    Tom
    Well I'm right here, and I'm not made of glass.
    Mink
    Yeah, but he's nervous walkin' around in public. He's a right guy, but he's nervous, Tommy! He's very nervous! Who would n't be?!
    Tom looks at Mink for the first time .
    Tom
    Mink -
    Mink
    The spot he's in, who would n't be! He asked me to ask you to ask Leo to take care of him. You know, put in a good word with Leo. Leo listens to you. Not that Leo would n't help the Motzoh anyway! A guy like Bernie? A square gee like the Motzah! A straight shooter like him?
    Tom
    I do n't get it, Mink -
    Mink
    What's to get?! It's as plain as the nose -
    Tom
    I thought you were Bluepoint's sycophant.
    Mink
    Yeah Tom, that's right. But a guy can have more than one friend, ca n't he? Not that I'd want Bluepoint to know about it, but a square gee like the Motzah? He's a right guy, Tom! He's a straight shooter! I know he's got a mixed reputation, but for a sheeny he's got a lot a good qualities!
    Tom has reached the foot of a large staircase . He turns to look at Mink with mild curiosity .
    Tom
    Why should I care what happens to Bernie?
    Mink
    C'mon Tom, you like Bernie dontcha?
    Tom
    I do n't like anybody, Mink, you know that.
    Mink
    Well, you like his sister.
    Tom
    What's that supposed to mean?
    Mink
    Nothing, Tom. If it ai n't my business I got not a thing to say.
    Tom studies Mink for a beat .
    Tom
    What's going an between you and Bernie?
    Mink
    Nothin, Tom! We're just friends - you know, amigos?
    He sics on his cigarette and looks nervously around the floor , then back at Tom , who stares coolly back .
    Tom
    You're a fickle boy, Mink. If Bluepoint found out you had another `` amigo'' - well, I do n't peg him for the understanding type.
    Mink is startled . In a high shrill voice , as Tom walks up the stairs , clutching his drink :
    Mink
    Find out!? How would he find out?! Damnit Tom, me and you ai n't even been talking! Jesus Tom, damnit, Jesus!

INT   LEO'S OFFICE
    Pulling Tom as he enters the office .
    Leo
    ( off . )
    ` Lo, Tom. You know O'Gar.
    REVERSE Leo faces us from behind his desk . Seated in two chairs facing the desk , twisting around to greet Tom , are two men . O'Gar is a large man wearing a police uniform . Dale Levander wears a suit ; a florid man with a shock of white hair , in his mid - sixties .
    Leo
    and the mayor.
    Tom
    I ought to. I voted for him six times last May.
    Levander chuckles .
    Levander
    And that ai n't the record, either.
    Tom is crossing to the bar .
    Leo
    Verna turned up. She's downstairs.
    Tom , his back to Leo as he pours a drink , stiffens .
    Tom
    She say where she'd been?
    Leo
    No, I uh. did n't want to press her. Hear about Rug?
    Drink in hand , Tom turns and crosses to perch an a corner of Leo 's desk .
    Tom
    Yeah, R.I.P.
    Leo
    They took his hair, Tommy. Jesus that's strange. Why would they do that?
    Tom
    Maybe it was Injuns.
    Leo
    Eye - ties, more like it. Giovanni Casparro.
    Tom
    So you figure it was Caspar bumped Rug?
    Leo , with a puzzled smile , glances at O'Gar and the mayor , and then back at Tom .
    Leo
    Well it's pretty obvious ai n't it?
    Tom
    Mm. So what's the plan?
    Leo
    Jump on the guinea hard. With both feet.
    He looks at the mayor who shifts uncomfortably in his seat . Give him the low - down , Dale .
    Mayor
    Yes, well. Leo here has just reminded us that Mr. Caspar operates several clubs in our city wherein the patrons imbibe of rum and play at games of chance.
    Morosely :
    O'Gar
    And we're sunnosed to stop the party.
    Tom
    Uh - huh.
    Looking at Leo , he jerks his head towards the two men . They do n't seem too happy about it , Leo .
    O'Gar
    Naw, it ai n't that, Tom.
    Mayor
    Jesus, Tom! We do as we're told!
    Tom ignores them .
    Tom
    Maybe they're right not to like it. Stirring up this hornets' nest wo n't be good for anyone. And it'll mean killing.
    Leo
    Well I'm not thrilled about it either, but I ca n't just lay down to Caspar.
    Tom
    You could do worse. You might not like it, but giving up Bernie Bernheim is a pretty small price to pay for peace. Business is business and a war's going to hurt everybody. Bernie plays with fire, he's got to deal with the consequences - even if that means he gets bumped off.
    Leo
    Sweet Jesus, Tom, that ai n't even the point anymore. Caspar pooped Rug. The day I back down from a fight, Caspar is welcome to the rackets, this town, and my place at the table. I did n't start this thing, but -
    Tom 's voice is sharp :
    Tom
    You did start it - you and Verna -
    The mayor has risen to his feet . Uncomfortably :
    Mayor
    We can dangle, Leo, if you'd prefer.
    Leo
    Siddown Dale, we're all friends here.
    Tom
    - and Caspar has n't broken the rules, Bernie has - and you too, by helping him. And if that is n't enough, consider that if you make it a war, you have more to lose than Caspar.
    Leo is getting up from behind the desk and walking over to stare out the window .
    Leo
    Okay, but more to beat him with. Jesus, Tom, the two of us've faced worse odds.
    Tom
    But never without reason. It helps to have one.
    Leo does n't reply . Tom is irritated , but shrugs indif - ference . Well , it 's your call . He gets to his feet and starts for the door . My opinion use to count for something around here , but it 's always yours to take or leave . Leo has turned from the window and is striding after Tom , gesturing appologetically .
    Leo
    Aw, c'mon Tommy. Its not like that.
    The door clicks shut . Goddamnit . Goddamn kid is just like a twist .

CUT TO: FAT TONY
    Tending the downstairs bar as Tom stalks over .
    Tom
    Gim me a stiff one.
    Tony
    No small talk, huh? They shoot vour nag?
    Tony has finished pouring a shot of whiskey which Tom immediately knocks back .
    Tom
    If there's any justice. Verna around?
    Tony
    She stepped into the ladies, room. You got Lazarre's five hundred?
    Tom
    He'll have to carry me for a few days.
    Tom is pouring himself another drink .
    Tony
    He ai n't gon na like that. Could n't, you get it from Leo?
    Tom is irritated :
    Tom
    It's not Leo's debt. I'll pay my own way.
    Tony
    I admire a man of principle. Does this go on the tab?
    Drink in hand , Tom is already walking away .

INT   LADIES' LOUNGE
    As Tom bangs through the door , still carelessly holding his tumbler of whiskey . A rogue lock of hair hangs down over his forehead .
    Tom
    Close your eyes, ladies, I'm coming through.
    REVERSE The hubbub of female voices evaporates as all turn to look at the male intruder . The lounge 's decor is done in various shades of pink . Some of the women apply make - up facing the large bulb - encircled mirrors on overstuffed seashell shaped pink chairs . Other women sit , smoking , in the banquettes that line the other wall . All react to Tom 's entrance with surprise mixed with various degrees of outrage , and they hurry to gather their things and leave . The one exception is Verna , who looks at Tom with unperturbed distaste . As he crosses to her seashell chair :
    Tom
    Who's the warpaint for?
    Verna
    Go home and dry out.
    Tom
    You do n't need it for Leo, believe me. He already thinks you're the original Miss Jesus.
    She glances hurriedly around the lounge , but the last of the women are already leaving .
    Verna
    What the hell's the matter with you?
    Tom
    What's the matter with you? Afraid people might get the right idea?
    Verna studies him for a beat .
    Verna
    Leo's got the right idea. I like him, he's honest and he's got a heart.
    Tom weaves a couple of steps closer to her .
    Tom
    Then its true what they say. Opposites attract.
    Verna
    Do me a favor and mind your own business.
    She turns back to the mirror and starts applying her lipstick . Tom drops down to face her in the mirror .
    Tom
    This is my business. Intimidating helpless women is part of what I do.
    Verna
    Then find one and intimidate her.
    Tom swallows the rest of his drink in one gulp .
    Tom
    Leo's upstairs getting ready to shoot himself in the foot on your account.
    Verna
    I do n't know what you're talking about.
    Tom
    He's gon na go to the mat for your brother. And it's gon na hurt him.
    Verna
    I do n't know Leo's business, but he's a big boy.
    Tom
    He used to be.
    Verna causes with the lipstick . She looks at Tom intently but her tone softens .
    Verna
    Look. What do you want, Tom? You want me to pretend I do n't care what happens to Bernie? Well I do. He's my brother and I do n't want him to get hurt. If Leo wants to help him out I'll step out with him, show him a good time in return. There's no harm in that.
    Tom
    There's a name for that kind of business arrange - ment.
    Verna
    I'll do what I have to for Bernie and there's no reason for you to try and queer that. Regardless of what you think of me, Bernie's a decent guy.
    Tom
    A straight shooter, huh? A square gee?
    Verna
    Yeah, sneer at him like everyone else. Just because he's different. People think he's a degenerate. People think he's scum. Well he's not.
    Tom
    Poor misunderstood Bernie.
    Verna swivels around to stare quizzically at Tom .
    Verna
    What is this about? You want me to stop seeing Leo. Why do n't you just say so?
    Tom
    I want you to quit spinning Leo in circles and pointing him where to go.
    Verna
    I forgot - that's your job, is n't it?
    Tom
    I'll do what I have to to protect Leo. I'm asking you - politely, for me - to leave him alone. I do n't have to ask. If I told him about our little dance last night, your pull would dry up pretty fast.
    Now Verna is irritated :
    Verna
    So would yours. I do n't like being threatened.
    Tom
    I do n't like being played for a sucker. That game might work with Leo but it wo n't work with me.
    Verna
    You think last night was just more campaigning for my brother?
    Tom
    I can see the angles.
    He grabs her by the arm and drags her roughly to her feet . And I know if there was a market for little old ladies , you 'd have Grandma Bernheim first on line .
    Verna
    ( struggling to get out of his grasp . )
    You're a pathetic rumhead.
    Tom
    And I love you, Angel.
    Tom takes her hat off , tosses it onto the chair , and kisses her roughly on the lips . Verna breaks away and socks him on the jaw . Tom staggers back , upsetting a table of toiletries and landing against a banquette . He throws his empty whiskey glass at Verna . She ducks and it smashes into the mirror . They stand staring at each other for a beat , breathing hard . Tom has a smear of lipstick near one side of his mouth . Finally :
    Verna.
    says. I suppose you think you've raised hell.
    She picks up her stole and heads for the door . Tom stands staring at her back , swaying , ever so slightly .
    Tom
    Sister, when T've raised hell you'll know it.

INT   TOM'S APARTMENT
    A wide shot , facing the semi - circular windows , the door of the apartment behind us . A large easy chair in the middle foreground faces away from us : a smaller chair is at the window end of the room , facing us . At the cut we hear the ringing of the telephone . Offscreen we can hear the unhurried scrape of a key in the lock , then the door opening , then the door closing . Tom 's back enters frame as he strolls into the room and then disappears briefly through an open doorway to the right . We hear an icebox door opening and closing , and then Tom reenters again , still not reacting to the insis - tently ringing phone . He is now holding a balled - up towel . He walks over to the facing chair at the window end of the room , shrugs off his overcoat , drapes it on the chair , sits , crosses his legs , takes off his hat , tosses it onto the upraised toes of his crossed leg , tilts his head back , and presses the towel against his forehead - apparently it is an icepack . We are beginning to track slowly towards him . After a beat he takes out a cigarette , lights it , and reaches back for the phone that refuses to stop ringing .
    Tom
    Yeah.
    He casually looks forward , just off to one side , at a specific point in space . He does not react to whatever he is hearing . I need a couple days . Because I do n't have it now . We are almost in close shot now . His gaze is still fixed and emotionless . Because I say so . What would be good enough ? . Well , if it 'll make him feel any better , tell Lazarre he can send someone by to break my legs . I wo n't squawk . He prongs the earpiece , still looking off . The track has stopped in close shot . He exhales a stream of smoke , then after a beat : . ` Lo , Bernie . REVERSE Slouched in a chair , in the corner of the room , facing Tom , is Bernie Bernheim . He is about thirty and wears his overcoat and hat and a good - natured smile . He holds an apple in one hand and a paring knife in the other . The long peel of the apple corkscrews down off the knife .
    Bernie
    ` Lo, Tom. What's the rumpus?
    Tom
    C'mon in, make yourself at home.
    Bernie
    Yeah, you were n't here so I thought I'd do that. Did n't wan na answer the phone, though. Figured it was n't for me.
    Tom
    Uh - huh.
    After a silent beat , Bernie chuckles .
    Bernie
    I get it, get to the point, huh? Okay. The point is : I'm a good guy.
    Tom
    I've heard that from a lot of people today.
    Bernie slices off an apple section and holds it out to Tom , who shakes his head .
    Bernie
    Good guy, lot of friends - that's the way it works. Maybe if you appreciated me a little more, you would n't be making waves with Leo.
    He pops the slice in his mouth . It 's a bad time to be doing that . I mean , right now we 're both in a jam . I hear you 're on a bad streak , short of funds , and I 've got that psychotic guinea mad at me . Do n't ask me why ; I 'm just a small - timer trying to get by , like everyone else . I need help from my friends . Like Leo . And you .
    Tom
    Leo gets your sister, what're you selling me?
    Bernie
    C'mon Tom, its not like that at all. Was n't my idea. She'll sleep with anyone, you know that. She's even tried to teach me a thing or two about bed artistry. Can you believe that - my own sister! Some crackpot idea about saving me from my friends.
    Bernie laughs pleasantly . She 's a sick twist all right . I guess some guys like that .
    Tom
    She speaks highly of you.
    Bernie shrugs .
    Bernie
    Yeah, well, you stick by your family. The point is, I can help you with your debts if that would make us friends. My motto is, a guy ca n't have too many. Big payday Saturday, Tom. You could be in on it.
    For the first time , Tom is interested .
    Tom
    Another fix? Which fight?
    Bernie
    Well that's confidential at the moment. But it does n't have to stay that way.
    Tom gives Bernie a speculative eye .
    Tom
    How d'you know about it? Caspar is n't laying any more bets with you.
    Bernie
    Mm.
    Tom gives a humorless smile .
    Tom
    You must really have Mink jumping through hoops.
    Bernie is getting to his feet wiping the knife blade on his coat .
    Bernie
    Like I say, you ca n't have too many.
    He pauses at the open door , looks up and down the hall and turns to look at Tom . We got a deal ?
    Tom
    I'll think about it.
    On his way out :
    Bernie
    I would n't want it any other way.
    On the click of the door latch we cut to :

STREET   DAY
    Pulling Tom along the sidewalk .
    Tom
    Cud.
    He is calling out to a short rail - like man lounging against a building who joins him as he walks . Cud has small sharp features except for one cheek , which is hugely distended by a wad of chewing tobacco . My credit still good with you ? Cud gives a so - so flutter of his hand . Give me a hundred across on Tailor Maid in the third tonight . Cud shakes his head .
    Cud
    Lazarre wo n't like it.
    Tom
    Try fifty across.
    Cud shrugs .
    Cud
    I'll try. That'll make another one - fifty you owe him.
    Tom
    Only if I lose, Cud.
    Cud
    Tommy, the way you're goin' - horses got knees?
    Tom
    I dunno. Fetlocks.
    Cud
    Well the way you're goin', if I was a horse I'd be down on my fetlocks prayin' you do n't bet on me.
    Another man , a huge man , has walked up to flank Tom 's other side . This is Frankie .
    Frankie
    Drift, small guy.
    Cud
    Drop dead, ape.
    Frankie
    C'mon Tom, my boss wants to see you. He did n't have time to engrave nothin' formal.
    Cud starts to fade away .
    Cud
    I'll see you later, Tommy. I got ta go spit.

INT   ROOM
    It is a large room with a couple of card tables , straight - backed chairs , a ratty sofa - a sparsely furnished card room off the main floor of a club . At the cut we are tracking behind Tom into the room as Frankie and Tic - Tac , a small ferret - faced - man , escort him in . We hear a woman 's voice speaking rapid - fire Italian . Bluepoint is sitting on the couch , wearing his overcoat and his hat pushed back an his forehead . Sitting at one of the card tables is Caspar . With him is his wife , a short , very round Italian woman , and his son , Johnny Jr. . Johnny Jr. , about five years old , is also very round . He wears a suit with short pants that reveal dimpled knees . Bluepoint , an the couch , is watching the domestic scene without any particular warmth .
    Caspar
    Whaddya mean he's eatin' too much? Whadduz the goddamn doctor know?
    He turns to the little boy . What you eat for lunch ?
    Johnny Jr.
    A hot dog.
    Caspar
    Just a hot dog?
    The boy shakes his head .
    Johnny Jr.
    A hot dog and mustard.
    Caspar throws his head back and roars with laughter .
    Caspar
    A hot dog with mustard! A hot dog with mustard! You hear that, Bluepoint! The kids as smart as a whip! Even Uncle Bluepoint thinks that's funny.
    Bluenpoint 's face is a solem mask . Whadduz the goddamn doctor know ! Caspar wipes away tears of mirth and digs in his pocket with his left hand . Extending two closed fists towards the boy : . G'head , which hand is the penny in ? The boy touches his right fist . Choose again . The boy just looks at him . Okay , here ya go . Take the penny . Shiny new penny . To his wife . Take the kid . Wait in the car . Give 'm a penny , boys . Tic - Tac and Frankie dig in their pockets for change as the boy and his mother cross to the door .
    Frankie
    I ai n't got a penny, boss.
    Caspar has turned his attention to a check book that lies on the table in front of him . As he writes :
    Caspar
    Ah, well, that's a penny ya owe him. ` Lo Tom, what's the rumpus? You like kids?
    Tom
    No.
    Absently :
    Caspar
    Uh - huh. Have a seat. G'ahead.
    He tears out the check . Well , you 're missin ' out on a complete life . I know , kids , big deal , but still , I 'm tellin ' ya . He blows on the check . Anyway . Thanks for comin ' by . I just wrote this check out to your bookmaker , Lazarre . It 's for an even fifteen hundred , which is more than I hear you owe him but I figure you can always use some money on the cuff , a high roller such as yaself whaddya say ?
    Tom
    Thanks.
    Caspar laughs .
    Caspar
    Always the yapper, huh? Well, you're welcome. You wan na know why I'm putting you square with Lazarre?
    Tom
    Not particularly.
    Caspar
    Bad feeling. It ai n't a good thing. It's a poison, kid. I want everybody to be friends. I do this, you're friends with Lazarre, he's friends with you, and you're friends with me. And all you got ta do, show you're a friend, is to give me Bernie Bernheim. You know it's the right thing anyway ; I ca n't keep any discipline if I ca n't punish the people I need to punish. The Motzah steals from me, I ca n't have Leo givin' him a shiny new penny. You find some way to make Leo understand that.
    Tom
    So the deal is, I give you the Motzah, smooth it over with Leo, and you bail me out with Lazarre.
    Caspar
    Yeah, then we're all friends again : You, me, Leo, Bluepoint.
    Bluepoint sneers from the couch :
    Bluepoint
    We can maybe have tea sometime.
    Caspar
    C'mon, Bluepoint. Friends is a mental state. Wuddya say, kid?
    Tom
    I'll think about it.
    Caspar
    He'll think about it. Hear that, Bluepoint? That's terrific. The kid's a thinker.
    Bluepoint
    Does he want a pillow for his head?
    Caspar
    Okay kid, think about it. It's a mental state. But make it quick, my family's waitin'.
    Tom
    I'll think about it and tell you later.
    Bluepoint
    He needs to think in the thinking room.
    Caspar shakes his head sadly .
    Caspar
    Kid, if it'll help you think, you should know that if you do n't do this you wo n't be in any shape to walk outa here.
    Tom considers this .
    Tom
    Would that be physically, or just a mental state?
    Caspar stares at him for a beat , then slowly starts to tear up the check .
    Caspar
    That ai n't friendly, kid. I make you a nice offer, I get the high hat.
    He gets up and walks over to the door . Tic - Tac opens it for him and precedes him out . Before following Caspar out the door , Bluepoint grins at Tom .
    Bluepoint
    Too bad for you, smart guy.
    He leaves , shutting the door . The room is quiet . Tom looks at Frankie , the large man , who looks back . Frankie stands , takes off his suit coat , and hangs it carefully on a rack by the door . He approaches Tom .
    Tom
    Hold it.
    Frankie complies . Tom is standing and shrugging off his coat . He folds it neatly and turns to lay it on the chair he was in . When he turns around again he is holding the chair and he smashes it into Frankie 's face . Frankie staggers back but does n't drop . He reaches up to his nose and his hand comes away bloody .
    Frankie
    Jesus, Tom.
    Tom still holds the chair . Frankie looks at him for a moment , then walks over to the door , opens it , and leaves , shutting it behind him . The room is very quiet . Tom stands facing the door , still holding the chair . After a beat or two , he starts to put it down . The door opens and he quickly raises the chair again . Tic - Tac , the little man with the hawk nose , is striding into the room , briskly approaching Tom . Frankie , the gorilla , follows cautiously . Tic - Tac blocks Ton 's swing of the chair with his forearm , wraps both arms around it and pulls it awav from Tom . As Frankie circles Tom , Tic - Tac tosses the chair across the room . Frankie , now behind Tom , wallops him in the small of the back . The blow sends him staggering towards Tic - Tac , who cracks him in the jaw . Frankie grabs Tom 's hair and yanks his head back as Tic - Tac works on his midsection . Tom 's hands are reaching back to grope for Frankie . Still holding his hair with one hand , Frankie cuffs Tom awkwardly on the side of the head . Tom staggers around and Tic - Tac , now behind him , also hits him on the side of the head . Tom goes down . His head hits the floor with a thunk . We are on a low angle an the floor . Behind Tom 's head , in the background , we see the door to the room . The door splinters in with a loud crash . Frankie 's feet are walking up alongside Tom 's head , as blue uniforms stream into the room .
    Frankie
    Just in the nick of time, huh?
    He brings his foot back to deliver a walloping kick to the back of Tom 's head . On the impact we cut to : BLACK Over black we hear the sound of running water .

FADE IN: TOM
    Gasping for air as his head is pulled out from under a running faucet . The uniformed policeman who was holding him there and is now pulling him back up , grins at him .
    Cop
    No harm done. Unless your friend broke his foot.
    Tom is still woozy .
    Tom
    Wuzzit. How long. What day is it?
    Cop
    Friday, 12th of September, 1929. Same as when you left us, about ten seconds ago.
    He is leading Tom by the arm out of the cramped bathroom , back into the card room where he was beat up . Another cop has Frankie cuffed in a straightbacked chair and is taking roundhouse swings at him . He pauses , breathing heavily .
    Second Cop
    ` Lo, Tom. Care to skin a knuckle an your playmate here?
    Tom
    No. thanks, Delahanty.
    As Tom and the first cop leave the card room :
    Second Cop
    Well if you change your mind, we'll be inter - rogatin' for a while.
    Tom and his escort are emerging onto the casino floor .
    First Cop
    What was that party about, anyway?
    Tom
    We do this every weekend.
    Blue uniforms are everywhere . Some are escorting tuxedoed patrons and employees to the exit ; some wield axes on the gaming equipment ; others are using nightsticks to smash the bottles behind the bar . Tom winces at this and lights a cigarette .
    Tom
    Jesus.
    He takes a battle and glass from a table as they walk by . What the hell is the matter with you people ?
    First Cop
    Well, they said make it hurt. So we make it hurt.

EXT   THE BUILDING
    We see that the building 's facade claims to be SABBATINI 'S ANTIQUES AND COLLECTIBLES . Tom weaves across the street with his battle and glass towards O'Gar , the police chief , leaning against a squad car , chewing a toothpick . He is watching morosely as his men load other men into paddywagons ; the street is clogged with police vehicles .
    Tom
    Drink, O'Gar?
    O'Gar does not bother to look at Tom as they talk ; he is unhappily watching the spectacle .
    O'Gar
    I'm an duty.
    Tom pours himself a glass .
    Tom
    To Volstead.
    He tosses back a shot . Any news on Rug ?
    O'Gar
    Still dead, far as I know.
    Tom
    Get a slug out of him?
    O'Gar
    Yeah, a.22. Listen, Tom, I'm just the chief around here, so do n't bother telling me if you do n't happen to feel like it, but what the hell is Leo doing?
    Tom
    Ours is not to reason why, friend.
    O'Gar
    Balls. Look at this mess. Make him listen to you, Tom. It ai n't right, all this fuss over one sheeny. Let Caspar have Bernie - Jesus, what's one Hebrew more or less?
    He nods at the building . We 're burning our mealticket here .
    Tom
    Leo'll do what suits him, and you'll do what he tells you. Last I heard Leo's still running this town.
    O'Gar
    He wo n't be for long if this keeps up. It's no good for anyone - you said as much yourself.
    Tom
    First off, O'Gar, I can say what I please to Leo and about him.
    He taps him on the chest . You ca n't . Second , once Leo decides - that 's that . And if that sticks going down , there are plenty of other coppers would n't mind being chief , and could swallow it clean . O'Gar looks chastened .
    O'Gar
    Jesus, Tom, I was just speculatin' about a hypothesis. I know I do n't know nothin'. It's just a damn mess is all -
    He is interrupted by gunfire from an upper story of the facing building . O'Gar 's men react , finding cover , returning the fire . O'Gar unholsters his gun as he and Tom scramble for cover . a goddamn mess .

HALLWAY
    We are shooting over Tom 's shoulder as he knocks at the door to Verna 's apartment . After a beat , Verna opens the door . On seeing who it is she starts to swing the door shut . Tom puts his toe in the doorway and leans into the door . As he pushes his way in :
    Tom
    Thanks, do n't mind if I do.

INT   APARTMENT
    As Verna gives up and Tom enters . Verna walks over to the phone . As she dials , Tom tosses his hat onto a chair and checks the apartment to see if they 're alone .
    Verna
    Hello, officer, I'd like to report an intruder at 346 West -
    Tom grabs the phone away from her .
    Tom
    Who's this?. ` Lo, Shad, Tom Duchaisne here. We wo n't be needing any today. That's right, my mother. She did n't recognize me. Lem me talk to Mulvaney.
    He takes a flask out of his packet and looks across the room towards Verna . Miss me ?
    Verna
    Drop dead.
    We hear a voice barking through the line and Tom turns back to the phone .
    Tom
    ` Lo Sean, tell O'Car to send a car over to Leo's tonight. If we're going to be banging away at Caspar we ought to be ready for him to bang back. Yeah.
    He hangs up the phone and tips the flask back , draining the last drop .
    Verna
    What do you want?
    Tom is crossing to the bar .
    Tom
    I was in the neighborhood, feeling a little daffy. Thought I'd drop in for an apperitif.
    He pours himself a drink . Rug Daniels is dead .
    Verna
    Gee, that's tough.
    Tom
    Do n't get hysterical. I've had enough excitement for one nigit without a dame going all weepy on me.
    Verna
    I barely knew the gentleman.
    Tom
    Rug? Bit of a shakedown artist. Not above the occasional grift, but you'd understand that. All in all not a bad guy, if looks, brains and personality do n't count.
    Verna
    You better hope they do n't.
    He gives her a sick grin .
    Tom
    Yeah well, we're none of us the saint I hear your brother is.
    Verna
    Who killed him?
    Tom
    Leo thinks Caspar did.
    Verna
    But you know better.
    Tom
    I do now. Caspar just tried to buy me into settling his tiff with Leo, which held hardly do if he was waging war. So I figure you killed him, Angel. You or Saint Bernard.
    Verna
    Why would I - or my brother - kill Rug Daniels or anybody else?
    Tom
    Rug was following you. He knew about you and me. That would n't help your play with Leo, would it?
    He looks at her . She holds his gaze .
    Verna
    You think I murdered someone. Come on, Tom, you know me a little.
    Tom
    Nobody knows anybody - not that well.
    Verna
    You know or you would n't be here.
    Tom
    Not at all, sugar. I came to hear your side of the story - how horrible Rug was, how he goaded you into it, how he tried to shake you down -
    Verna
    That's not why you came either.
    Tom shrugs .
    Tom
    Tell me why I came.
    Verna looks at him .
    Verna
    The oldest reason there is.
    Tom
    There are friendlier places to drink.
    Verna
    Why ca n't you admit it?
    Tom
    Admit what?
    Verna
    Admit you do n't like me seeing Lee because you're jealous. Admit it is n't all cool calculation with you - that you've got a heart - even if it's small and feeble and you ca n't remember the last time you used it.
    Tom
    If I'd known we were going to cast our feelings into words I'd have memorized the Song of Solomon.
    Verna smiles .
    Verna
    Maybe that's why I like you, Tom. I've never met anyone made being a sonofabitch such a point of pride.
    She turns to walk across the room . Though one day you 'll pay a crice for it . Tom grabs her wrist .
    Tom
    Okay, Verna. But until then, let's get stinko.
    He draws her close .
    Verna
    Let's do something else first.
    She reaches up , takes off his hat , and tosses it casually away . We pan with the hat to where it lands on the floor , in front of a curtained window .
    Tom
    ( off . )
    Yeah. Let's do plenty.

DISSOLVE THROUGH TO: ANOTHER WINDOW   NIGHT
    A living room window , open , its white sheers billowing lazily in the draft . Faintly , from another room in the house , we can hear a phonograph playing John McCormack singing `` Danny Boy '' . At the cut we hear a thump , close by , and briefly the sounds of a struggle . We then hear a breathy , gurgling sound , which quickly subsides . The living room is late - night quiet . The shot is a lateral track , which brings us off the window to an end table in the foreground . On the end table is a pouch of Bull Durham , a package of rolling papers , a cup of coffee with steaming rising off of it , and a section of a newspaper . The draft gently lifts a couple rolling papers off the table . The continuing track takes us off the end table and , booming down , shows us an upset chair and the legs of the man who occupied it . We track along the man 's body to discover that he is face - down on the section of newspaper he was reading , blood oozing out of his slit throat onto the newspaper . The continuing track shows that , between the fingers of one outflung hand , a cigarette burns . It is resting on the newspaper . We see the feet of another man who is turning and walking away from the man on the floor , into the background . We pan over to watch him recede , framing out all of the dying man except his outflung hand and cigarette . As the walking man recedes , more and more of his topcoated body crops in . By the time he reaches the house 's front door , in the deep background , we can see him full figure . The newspaper in the foreground is crackling into flame . The rug it rests on is beginning to smoke and discolor . As the man in the background opens the front door we jump in : OVER HIS SHOULDER Waiting in the darkness just outside is another man in a topcoat and fedora . He is holding two tommy guns . The men do not exchange words . The man outside hands his partner a tommy gun and follows him as he walks back into the house . Still faint , we continue to hear `` Danny Boy '' . We also hear the lick of flames .

A VICTROLA
    The song is louder at the cut . We are in an upstairs bedroom . LEO Stretched out an his bed , wearing a robe over his pyjamas , smoking a cigar , listening - but only to the phonograph . Its sound covers any other noise in the house .

STAIRWAY
    A close track on the two pairs of feet climbing the stairs . We see only the feet , the swaying hems of the topcoats and , occasionally dipping into frame , the muzzles of the two tommy guns .

BEDROOM
    Leo , is motionless , looking down , a puzzled expression . HIS POV The floor . Thin smoke is beginning to sift up through the floorboards .

STAIRWAY
    Tracking on the approaching feet . The song grows louder .

BEDROOM
    Leo , looking , slowly taking the cigar from his mouth . BEDROOM DOOR From inside as - CRASH - it is kicked in . LEO Hitting the floor and rolling under the bed . THE TWO GUNMEN Striding into the room . LEO On his belly under the bed , facing the door , swinging a handgun in front of him . HIS POV From floor level , the bottom of the mattress above us , the floorboards stretching away . The bed crops the two gunmen mid - shin as they swing their guns up , firing . RAT - TAT - TAT - TAT - the hems of their coats sway as they fire . The floorboards in front of us are pocked by bullet hits that walk across the floor towards the bed and hit the mattress . The mattress above us dances under the gunfire as ticking sprays down at the floor . Smoke curls up throuch the floorboards . LEO Jaw clamped on his cigar , he starts firing . HIS POV Blood spurts as one gunman takes a hit in the ankle . He staggers and his tommy gun clatters to the floor . LEO Still firing . HIS POV The other gunman is ducking out the door . The injured gunman pitches forward , head towards us , his hat rolling off . LEO Firing . HIS POV A bullet hit in the top of the fallen man 's head . LEO Rolling out from under the bed . He stoops to pick up the dead man 's tommy gun . Thick smoke seeps up through the floor . The phonograph plays . Leo ducks through another door .

HALLWAY
    Facing down the length of the dark hallway , towards the mouth of the stairs . As Leo leaps across frame in the foreground , to enter a facing room , muzzle flashes erupt at the end of the hall - where the other gunman has been waiting in the darkness .

SECOND ROOM
    Leo throws open a window .

EXT
    As Leo rolls out onto the long sloping eave of a front porch . His gun skates down the eave and falls . Leo grabs the rain gutter , hangs by his hands and drops down to the front lawn . The first floor of the house is in flames . From a high angle the camera swoops down on Leo as he picks up the gun and backs away from the house , looking up at the second story . His open robe flaps in the breeze . The dead cigar is still clamped between his teeth . LEO 'S POV The second floor window that he just emerged from . Staccato gunfire erupts in the dark room . The strobing gunfire makes a strobing shadow of the gunman , whose back is to us as he rakes the room with fire . LEO Firing , the gun jumping and bucking in his hands .

INSIDE THE ROOM
    The gunman , riddled with bullets and showered with broken glass , spins around , his thompson still firing uncontrol - lably . Bullets dance across the walls and ceiling , blast out the remaining glass and sing harmlessly into the trees outside . BACK TO LEO As we hear the screech of skidding tires . A black coupe takes a curve on the street behind him , machine gun fire spitting out of the back window . Leo turns , in the glow of the fanning flames , walking calmly into the street , firing at the receeding car . ON THE CAR Growing smaller , still snitting fire and lead . PULLING LEO Still walking calmly up the street , the gun still bucking in his hands . Bullets whistle by and claw up the pavement around him . BEHIND LEO His robe whips back in the breeze . He fires again and we hear the distant sound of shattering glass . The car weaves , runs up off the road , hits a tree and bursts into flame . A figure emerges from the car and staggers off into the darkness . He is on fire . CLOSE ON LEO As he stops , squinting , raising the gun . HIS POV The burning gunman zig - zagging into the darkness . BACK TO LEO A faint smile curls around the cigar . He drops the muzzle of the gun .
    Leo
    Huhh.
    The shell of the car explodes in a fireball as we :

CUT TO: UPSTAIRS HALLWAY   SHENANDOAH CLUB
    The explosion echoes over the cut as we track up the hallway behind Tom and a tall cadaverous man with pre - maturely white hair . This is Dead Terry McGill . Gunmen of every description line the hallway , lounging against the walls , barely acknowledging the two men .
    Tom
    Who's winning?
    Terry
    We are, for the nonce.
    Tom
    What's the disposish?
    Terry
    Last night? Four to one. Dana Cudahy went up with the house.
    Tom
    And theirs?
    Terry
    One burned.
    Tom
    The other three?
    Terry
    Lead.
    Tom
    Whose?
    Terry
    Leo's.
    He is opening the door to admit Tom . In a low , gravelly voice : . The old man 's still an artist with a thompson .

INT   LEO'S OFFICE
    As Tom enters . Leo is bellowing into the phone :
    Leo
    - well find him, goddamnit! Go see if he fell in the john! And get him, over here!
    He slams down the phone . Sonofabitch ! No chief ! Who 's running the goddamned store ? Tom goes to the bar to pour himself a drink .
    Tom
    Ca n't raise O'Gar?
    Leo
    No, nor the mayor either.
    Tom
    Hmm.
    He takes a sip . That 's not good . They 're running .
    Leo
    They would n't dare.
    Tom
    I do n't know, Leo. I warned you not to hit Caspar's club -
    Leo
    I'm still here, ai n't I?
    Tom
    Caspar's play hurt you anyway.
    Leo
    Hah! That sorry sonofabitch just slit his own throat. He just made me decide to step on him -
    Tom
    Listen to me Leo. Last night made you look vulnerable. You do n't hold elected office in this town. You run it because people think you run it. Once they stop thinking it, you stop running it.
    Leo
    Jesus, Tom, sounds like a bad break for me I was n't killed.
    Tom
    I mean it, Leo. Start taking Caspar seriously.
    Leo
    Do n't sing me the blues again, Tommy. I need your help. He shoots, we got ta answer -
    Tom
    That's what got you in this mess.
    Leo
    I know, I know. Retreat to win. Give up Bernie. That'll solve all our problems.
    Tom
    It wo n't anymore, I'll grant that. Now its either you or Caspar. But going toe - to - toe with a psychopath'll get you nowhere. It'll force everyone to choose sides just when you're looking shaky.
    Leo
    The hell I do!
    Tom
    Then where's the mayor? Why are n't there any police here? Why were n't there police at your place last night?
    Leo
    I did n't ask for any.
    Tom
    I did.
    Leo chuckles .
    Leo
    Mother hen, huh? What's the matter, Tommy, you think I ca n't take care of myself?
    Tom
    I know you ca n't. Here's the smart play, Leo : you lay back, give up Bernie, let Caspar think he's made his point. Wait for him to show you a weakness -
    Leo
    Please, Tom.
    Tom stares at him .
    Tom
    You're sticking on Bernie. Sticking your neck out for a guy who'd chop you off at the heels if there was two bits in it.
    Leo leans back in his chair , puts his feet up , and gazes out the window .
    Leo
    Tom, it ai n't all as clear - cut as you make it. Bernie's - Well hell, you know about me and Verna. Things now are - not that I have n't been a gentleman, but. I, uh. I plan to ask her to marry me, Tom.
    There is a long , awkward silence . Leo avoids Tom 's look but finally responds to the silence : . I guess you think that 's a bonehead play .
    Tom
    Do you think she wants you to?
    Leo
    How the hell do I know, Tom?. I think she does. Yeah, ` course she does. I know, I know, you think different but - well, we just differ on that.
    Tom
    Leo.
    Tom takes a deep breath , and exhales . Caspar did n't kill Rug . Absently :
    Leo
    Course he did.
    Tom
    No. Think about it. Just this one time. Who was Rug following?
    This gets Leo 's attention . He turns to look at Tom .
    Leo
    Huh?
    Tom
    It need n't have been that sinister. A strange man, following her down a dark alley, late at night. I've told you, Leo, she can take care of herself.
    Leo stares at Tom . He seems somewhat dazed .
    Leo
    Tom, why're you saying that? Christ, Tom. I just told you, I plan to.
    Tom
    They pulled a.22 slug out of him. A pop gun, Leo - a woman's gun.
    Leo
    That's a whiskey dream. Verna would n't panic - shoot someone - just because he was following her.
    He gazes off again , shaking his head . No . It would n't have happened that way in the first place , and if it had she would have told me . I know you do n't like her , Tom , but I trust Verna as much as I trust you .
    Tom
    On her account you'll burn the town down.
    Leo
    Do n't worry, Tom. We'll still be standing when the smoke clears.
    Tom 's tone is gentle :
    Tom
    Okay Leo. Then maybe it was n't that innocent. Maybe Rug knew something she did n't like him knowing, and would n't want you to know. He was following her. He knew who she was seeing. He knew where she was sleeping, and who with.
    Leo has taken his feet off the sill and has turned back to face Tom . He studies him carefully .
    Leo
    Maybes do n't make it so.
    Tom 's suddenly very earnest , almost beseeching .
    Tom
    They're more than maybes. You've trusted me before, and never lost anything by it. Trust me on this.
    Leo
    This is too important.
    Tom
    I do n't ask much, and I do n't ask often. Trist me on this.
    Leo
    Tommy -
    Tom
    Trust me on this or the hell with you.
    Leo
    You do n't mean that.
    Tom
    She was at my place. The night Rug was following her ; the night you dropped by.
    Leo is still staring impassively at Tom . Tom does n't flinch from his gaze . After a long beat Leo gets up slowly from his chair , walks over to the window , shoves his hands in his pockets and gazes out . For a moment Tom looks at Leo 's motionless back , but he has nothing left to say . He rises , plucks his hat from the desk and goes to the door . Before exiting , he looks back . Leo , in long shot , is still gazing out the window . Tom exits .

HALLWAY
    Pulling Tom up the hall . Behind him we can see the door to Leo 's office opening and Leo coming out . He strides up the hall after Tom . Tom turns as Leo reaches him . Leo , without breaking stride , seems to walk right into him , throwing a punch that catches Tom on the chin and sends him stumbling back , his hat flying off . The men 1ining the hall watch with casual interest . Tom staggers into one of the men who catches him . Another man has picked up Tom 's hat and now hands it to him . The first man shoves Tom back into the middle of the hall just in time for the approaching Leo to land another punch against his jaw .

This blow sends Tom rolling down the staircase, still
    clutching his hat . Leo is clomping down the stairs ; his army of private retainers clomp down behind him . In his shirtsleeves and chomping an unlit cigar , Leo looks like a labor leader taking the rank and file to the barricades . Tom claws himself up the wall to his feet . Leo has reached the floor and still without breaking stride uppercuts Tom with a blow that straightens him up and sends him staggering like a drunk into gamblers in evening dresses and tuxedos . A path clears for Leo and his entourage . He has not slackened his pace , but is also not hurrying . Tom weaves , watching Leo approach , but makes no attempt to defend himself . Leo grabs his own wrist with one hand and swings his elbow up to catch Tom with a sharp blow on the side of his face . Tom spins into a screaming lady in a sequined evening dress and sinks to the floor grabbing at her bodice and skirt for support . She bats at him with her handbag as he slips down . Fat Tony emerges from the crowd and helps Tom to his feet . He raises his hand to stop Leo .
    Tony
    Okay, Leo. I'll throw him out.
    Leo stops , panting . He is looking at Tom , but speaking to to Tony .
    Leo
    Yeah. Do that. It's the kiss - off. If I never see him again it'll be soon enough.

CUT TO: TOM'S APARTMENT
    Wide shot of his living room , facing the windows . It is night . Tom sits with his back to us at the window , feet propped up on the sill . He is smoking a cigarette . A full ashtray on a table at his side indicates that he has been sitting there for some time . We are slowly tracking in . The telephone sits on the the arm of his chair . After a moment he stubs out the cigarette , picks up the phone and dials .
    Tom
    ` Lo Frankie its Tom, how's the flunky business?. I've had worse ; your ventilator healing up?
    Offscreen we hear a knocking at the door to the apartment . Tom ignores it . Tell Caspar its already forgotten . I 'd like to see him . The knocking continues . All right , do what you have to do and let me know . He cradles the phone , lights another cigarette , takes a drag , blows a thoughtful cloud of smoke and turns to face the door . After a beat he rises and leaves frame . THE DOOR As Tom swings it open . Verna stands in the hallway outside . After a wordless beat she moves past him into the apartment . Tom turns and follows her . He walks over to his bar , pours two drinks , then crosses the room to Verna who has seated herself , hands her a drink and sits down in a chair facing hers .
    Verna
    It worked, whatever you did ; Leo told me we're quits. But you know I did n't have anything to do with Rug.
    Tom
    Maybe not. Anyway, that is n't what soured him on you.
    The thought is bitter but her tone is n't :
    Verna
    Oh, you and me, huh? You always take the long way around to get what you want, do n't you Tom. You could have just asked.
    Tom looks at her .
    Tom
    What did I want?
    Verna returns his look , then answers evenly :
    Verna
    Me.
    After a beat Tom , his eyes still on Verna , brings the glass to his lips and takes a sip . The ice cubes clink . FADE OUT

FADE IN: THE BEDROOM
    Tom sits perched on the edge of the bed , smoking a ciga - rette . Verna is in bed behind him . The lamp on the nightstand is burning a faint yellow . The telephone rings . As Tom reaches for it , Verna stirs behind him .
    Tom
    Yeah?
    He reaches over to switch off the light ; when he does the room remains illuminated by dull gray light ; it is dawn . Yeah yeah , when ? . Okay . He hangs up , and continues to smoke , staring absently off .
    Verna
    You're still up?
    Tom answers without turning to face her :
    Tom
    Yeah.
    Verna
    What're you chewing over?
    Tom
    Remembering something.
    Verna
    What was it?
    Tom turns to look at her , then turns back and looks out the window .
    Tom
    Just a dream. I was walking in the woods, do n't know why. The wind came up and blew my hat off.
    Verna
    And you chased it, right? You ran and ran and finally you caught up to it and picked it up but it was n't a hat anymore. It had changed into something else - something wonderful.
    Tom
    No. It stayed a hat. And no I did n't chase it. I watched it blow away.
    He takes a drag an the cigarette . Nothing more foolish than a man chasing his hat . Tom rouses himself , rises , and we pan to follow as he picks up a shirt and starts buttoning it in the bureau mirror .
    Verna
    Where're you going?
    Tom
    Out.
    Verna stares at him .
    Verna
    Do n't let on more than you have to.
    Tom shrugs .
    Tom
    Just have to do a few things.
    Verna
    You and Leo might still be able to patch things up.
    Tom grimaces into the mirror .
    Tom
    Me and Leo are finished. Nothing's going to change that.
    Verna
    You never know. He's got a big heart.
    Tom
    We're quits - as far as I'm concerned, never mind him. And if Leo did want me back he's an even bigger sap than I thought.
    Verna
    Then why do n't we just pick up and leave town? There's nothing keeping you here. I know there's nothing keeping me.
    Tom is starting to knot a tie .
    Tom
    What about Bernie?
    Verna
    He could come with us.
    Tom
    You, me and Bernie. Where would we go, Verna? Niagara Falls?
    Verna
    Why do you hate him?
    Tom
    I do n't hate anyone.
    Verna
    Or like anyone.
    Tom
    Whatever. Where is Bernie?
    Verna looks at him .
    Verna
    Why?
    Tom
    Leo ca n't protect him anymore. I ought to tell him to skip.
    Verna
    The Royale. Room three - oh - two.
    She gazes off . I guess we both double - crossed Leo , there 's no getting around that . I guess he 's well rid of both of us .
    Tom
    Mm.
    Verna
    The two of us, we're about bad enough to deserve each other.
    Tom
    Are we?
    Verna
    We're a couple of heels, Tom. Yes we are.

PULLING TOM
    Into a dark office . Behind him , Frankie , his nose swathed with bandages , is closing the door from the outside .
    Caspar
    ( off . )
    ` Lo, Kid. You know O'Gar.
    TOM 'S POV Caspar sits behind his desk . Bluenoint sits slouched on a couch to one side , wearing his hat , his hands jammed into the pockets of his overcoat . In two chairs facing the desk , away from us , sit two men who are twisting around to smile at Tom .
    Caspar
    and the mayor.
    Tom
    ` Lo, boys.
    Mayor
    Tom's a big booster. Always has been.
    Caspar
    S'fine, s ` fine. Well, Tom and me's got the proverbial fat to chew -
    The mayor and O'Gar are already rising to their feet .
    Mayor
    Well, let us know if you need anything.
    Caspar
    Yeah, happy days. Have a seat, kid.
    Tom sits into one of the vacated chairs facing Caspar . So you had enough time to think about it ?
    Tom
    Yeah, well, circumstances have changed.
    Caspar
    Do n't I know it. Last night, I know Bluepoint was disappointed the bulls showed up before Frankie and Tic - Tac could really pin your ears back, but I said, Relax, Bluepoint, I got a feeling about this kid. Take the long view. The kid and Leo are gon na go bust - o. If the kid ai n't ready yet, well, he soon will be. Matter of time. I said, the kid's too smart for Leo. That's what I said. Like a psychic. Ask Bluepoint if I did n't. Like a goddamn psychic. G'ahead. Ask him.
    Tom turns to look at Bluepoint .
    Tom
    You vouch for this psychic business?
    From the couch , Bluepoint sneers :
    Bluepoint
    That's right, smart guy.
    Caspar cheerfully continues , oblivious to any hostility in the room :
    Caspar
    I know you knew protecting the Motzah was a dumb idea. I know you been wise to all of Leo's dumb ideas lately. Only a matter of time. Bust - o.
    He chuckles . That 's why last night we did n't put the arm on you . Only Leo .
    Tom
    Seeing how you squiffed your play on Leo, I can be only so grateful.
    Bluepoint
    That's brave, coming from Little Miss Punching Bag.
    Caspar
    C'mon Bluepoint. Friends now, huh?
    Bluepoint
    Nuts.
    Caspar smiles at Tom .
    Caspar
    So we get a little jingle. And I figure you know Leo's on his way out. It's only a matter of time before we get him. Am I right, kid?
    Tom
    Maybe.
    Caspar laughs .
    Caspar
    What maybe. You know or you would n't be bust - o. So I guess you're looking for a job?
    Tom
    I might be.
    Caspar laughs .
    Caspar
    You got references? You been to college, kid? We only take yeggs what's been to college. Ai n't that right, Bluepoint?
    Bluepoint says nothing . His scowl is set in cement . I 'm jokin ' , of course . We all know you can be useful to us , a smart kid such as yaself , the man who walks behind the man and whispers in his ear . I guess you could be useful , in spades .
    Tom
    Yeah. I can do plenty for you. But the fact is that right now Leo's still got all his vital signs and once he hears about this he'll be more anxious to get to me than to either of you.
    Caspar
    I'm tellin' ya not to worry about Leo. We got plans for him.
    Tom
    Yeah? What?
    Bluepoint
    Not so fast there, Kaputnik.
    There is a beat through which Caspar continues to smile at Tom .
    Caspar
    I think what the Bluepoint is trying to say is, there'll be time to talk about that. That can be tabled for a later date. See, the last time we jawed you gave - me the high hat. So I guess I'm sayin', maybe we want your confidence before we give you ours. You got ta put somethin' on the table. Ante up.
    Tom
    Fair enough. Where shall we start.
    Caspar
    Hear that, Bluepoint? All business! I told you he was a good kid! Where shall we start! All business!.
    He rocks back in his chair and dries his eyes . Tom smiles pleasantly . Finally Caspar sighs . Well , we could start for instance with the Motzah . Like where 's the Motzah ? You could maybe tell us that .
    Tom
    The Royale. Room three - oh - two. You might find Mink with him.
    Bluepoint
    The hell you say.
    Tom
    Sure, Bernie and Mink are as cozy as lice.
    He turns to look at Bluepoint . And it ai n't just business . Caspar looks at Bluepoint . Bluepoint 's eyes bare into Tom .
    Bluepoint
    This guy's lying.
    Tom shrugs .
    Tom
    Why would I?
    Bluepoint
    This guy's wrong. This guy's all wrong. Mink is clean and this clown is a smart guy.
    Caspar is still staring at Bluepoint , no longer smiling .
    Caspar
    Easy enough to find out, ai n't it? You find Mink, bring him back here.
    He nods at Tom . You go down to the car . I 'll send Frankie and Tic - Tac with you to the Royale . If Bernie 's there , Frankie and Tic - Tac 'll take care of him .
    Bluepoint
    And if he's not there?
    Tom shrugs .
    Tom
    I'll sit facing the corner in a funny hat.

INT   CAR
    Tom sits behind the wheel of the parked car ; we are an his profile . Tom 's face is rigidly set ; we do n't know why as we watch him for a short beat . BAM - with a loud impact Bernie Bernheim 's face is slammed against the driver 's window . Tom still faces forward . Bernie is wailing as he is muscled back away from the window by two topcoated torsos - their faces above the car window . They muscle Bernie out of frame towards the rear of the car and we hear the back door being opened . Bernie 's voice , off , is near hysteria :
    Bernie
    Frankie, let me go, I'm prayin' to ya, Jesus God - Tom! Jesus!
    As Frankie and Tic - Tac pile Bernie into the back , we continue to hold on Tom 's face . He still does not react .
    Bernie
    Are you part of this?! You ca n't be part of this! I think these guys're gon na whack me! You got ta talk to'em, Tommy!
    Frankie
    You gim me a headache, you little sheeny.
    To Tom :
    Tic-Tac
    Okay, we're going to Miller's Crossing.
    Tom still does n't react . There is a beat of Bernie 's crying . Finally :
    Frankie
    Lets go!
    As Tom reaches forward and starts the car :
    Bernie
    You're not part of this! Tom! Help me! These guys are gon na whack me!
    Tic-Tac
    Whack you inna mouth you do n't shut up.

MILLER'S CROSSING   WIDE
    Day . A wooded area outside of town . The wind blows . The car pulls into frame and stops on the shoulder . The backseat passengers - Frankie , Tic - Tac and Bernie - emerge ; Tom remains in the driver 's seat . Bernie is weeping , loudly ; he has lost control . Frankie takes out a gun and whacks him smartly on the side of his head . The blow sends him stumbling over towards Tic - Tac , who kicks him down . The blows have n't quelled Bernie 's sobbing .
    Tic-Tac
    I do n't want you runnin' anywhere.
    Frankie takes a swig from his flask and hands it to Tic - Tac , who leans in the car window .

INT    CAR
    Tom gazes forward , jaw set , eyes off the doings outside . As Tic - Tac hands his gun in through the window :
    Tic-Tac
    Okay. Take him in the woods and whack him.
    Tom
    Huh? I do n't.
    Tic-Tac
    Yeah, that's right, the boss wants you to do it. Make sure you're with the good guys.
    Tom stares dumbly at the gun . Tic - Tac holds it , grip towards Tom , motionless . After a beat he takes the gun .
    Tic-Tac
    You know how to do this, right? You got ta remember to put one in his brain. Your first shot puts him down, then you put one in his brain. Then he's dead, then we go home.
    Tom opens his door . WIDE EXT Bernie is still on the ground , sobbing , not responding to Frankie who prods him with his foot .
    Frankie
    Get up.
    Bernie
    I ca n't get up! I ca n't get up!
    Frankie drags him to his feet .
    Frankie
    Get up and walk, you chiselin' little yid.
    He pushes him towards the woods and reaches for the whiskey flask . Bernie stumbles off ; Tom follows him .

TRACK
    Through the woods , pulling the two men , Bernie in the foreground . Tree limbs groan in the wind . Bernie is stumbling , his clothes rumpled and dirty , his face stained by tears and blood from the gun blow . His shaking voice strains for a tone of reasonableness :
    Bernie
    Tommy, you ca n't do this. You do n't bump guys. You're not like those animals back there.
    Tom marches on , face drawn , silent . It 's not right , Tom . They ca n't make us do this . It 's a wrong situation . They ca n't make us different people than we are . We 're not muscle , Tom . I never killed anybody . I used a little information for a chisel , that 's all . I could n't help it , Tom , it 's my nature . Somebody hands me an angle , I play it . I do n't deserve to die for that ! D'you think I do ? I 'm just a grifter ! Huh , Tom ? Still no response from Tom . Bernie is fighting a losing battle to keep himself from whining . But I 'll tell you what , I never crossed a friend . Huh , Tom ? Never killed anybody , never crossed a friend . Nor you , I 'll bet . We 're not like those animals . You ca n't do this ! You 're not like those animals . This is not us ! This is some hop dream ! Tom 's face is a - ny mask . Bernie is losing control again . He starts to weep . It 's a dream ! Tommy ! I 'm praying to you ! I ca n't die ! I ca n't die ! Out here in the woods ! Like a dumb animal ! I ca n't die ! He turns and sinks to his knees , wailing , his hands clasped in front of him , staring up at Tom . You ca n't kill me . I 'm praying to you ! look in your heart ! I 'm praying to you ! Look in your heart ! Tom stares down at Bernie , his face drawn and pale . I 'm praying to you ! Look in your heart ! Slowly Tom raises the gun and levels it at Bernie 's head . Look in your heart ! Look in your - BOOM ! The gun blast is deafening . With it , Bernie 's sobbing abruptly stops . The shot echoes away in the woods , taking the wind with it , leaving silence . CLOSE BERNIE Still kneeling , in shock , staring wide - eyed at Tom . Finally , whispering :
    Bernie
    Tommy.
    Tom
    Shutup. You're dead, get me?
    Still whispering :
    Bernie
    I understand. I'm dead. God bless you -
    Tom
    Shutup. You have to disappear. You have to blow, for good. Nobody can see you, nobody can know.
    Bernie
    God bless you -
    Tom
    Go somewhere no one knows you. Anyone sees you, you really are dead, I do n't care, you're not my problem any more.
    Bernie
    Of course not. Of course not. You've done your share. Thank you. Do n't worry, I understand. Thank you -
    Tom
    Shutup. Just get the hell out, before I change my mind.
    Bernie is already on his feet , and running . CLOSE ON TOM Watching Bernie go . TRACKING Pulling Bernie as he runs . Foreground trees flash by . In the background we see Tom standing , his gun dangling at his side . Boom ! - another gun blast . Running , Bernie reacts , but Tom has only fired into the ground . On the echo of the shot we cut to :

WIDE   THE ROAD
    Tic - Tac and Frankie are leaning against the car , trading the flask back and forth . In the background , Tom emerges from the woods .
    Frankie
    Put one in his brain?
    Tom takes a few steps more before answering :
    Tom
    Yeah.
    Frankie
    Attaboy.
    FADE OUT Over black we hear the sound of coins being dropped into a phone box .

FADE IN
    Looking down a deserted street towards a glowing phone booth on a dark corner . Tom stands inside the booth waiting , the receiver to his ear .
    Tom
    Mink? Tom Duchaisne. Where've you been?.
    CLOSE ON TOM Inside the phone booth . Well you 're lucky , Bluepoint 's been looking for you . Bernie 's dead - Stop wailing and listen to me . Caspar knows you were in on selling out his fix . I guess I gave him that idea . Sorry Mink , we were chatting and it just slipped out . - Shutup and let me talk . You 've got ta make yourself missing , but let me know where you hole up . You 're gon na say some things for me . Some stories . About Bluepoint , to Caspar - do n't worry , I 'll let you know . For now just dis - appear . Yeah , I got you into it . Just remember , Mink , I 'm the only one who can get you out . Tom hangs up the phone , turns around and opens up the glass door . WHOMMMP ! A fist slams into his stomach , driving him back into the phone booth , knocking his hat off of his head . The man who hit him leans down , picks up the hat , dusts it off and hands it into the booth . It is Dead Terry , the tall cadaverous man we saw earlier outside of Leo 's office . A cigarette dangles from his lower lip . Behind him a black sedan is parked at the curb . Three or four gunmen stand on the sidewalk looking warily up and down the road . Tom looks up , the color drained from his face , and reaches feebly out for his hat .
    Tom
    ` Lo, Terry. Getting out the vote?
    Dead Terry flicks his cigarette away and smiles .
    Terry
    Message from Leo. Leo says, if you're smart you'll sit this one out - not that he cares one way or the other. Leo says if you're on the wrong side you take your chances, like anyone else. Leo says he gives no special favors. That's all.
    Tom
    Mm.
    Terry starts to turn away . Tell Leo he 's not God on the throne , he 's just a cheap mick political boss with no brains and an office that looks like a French whore - house . Tom moves to exit the booth but Terry lays a hand on his shoulder .
    Terry
    One more thing.
    He cracks Tom across the chin with a clean left hook , knocking him back into the booth again . Tom rubs his chin , looking up at Terry .
    Tom
    Leo say that too?
    As Terry and the gunmen get into the car :
    Terry
    No, I said that. Cross Leo and next time I'll say plenty.
    We FADE OUT as the door slams and the car roars off . Over black we hear :
    Caspar
    When you're right you're right, but you never say I told you so.

FADE IN
    On Tom , sitting into frame in Caspar 's office .
    Tom
    So what'm I right about?
    Behind his desk , Caspar is smiling .
    Caspar
    Well, I'll tell ya, but first you got ta promise not to say I told you so.
    Tom 's eyes hold an Caspar 's . He is taking out a pack of cigarettes .
    Tom
    I never say that. And I do n't like people who do.
    Caspar
    Mink was robbin' me right along with the Mptzah.
    Tom
    What convinced you of that?
    Caspar
    Mink Larouie took a powder. We ca n't find him. Bluepoint's makin' excuses for him, but personal - ly, I think you were right. I think Mink and Bernie was in it together. I think Mink heard you'd bumped the Motzah, and lit out. The lousy sonofabitch.
    His eyes on Caspar , Tom takes out a cigarette , lights it , takes a deep drag .
    Tom
    I told you so.
    Caspar laughs .
    Caspar
    Okay. You got a lip on ya. Ats all right. I do n't generally care for it, but that's all right. You were a good sport to bump the Motzah. I just like to make sure my friends is my friends. So.
    He throws his hands up . Friends , right ?
    Tom
    How d'you know Mink skipped?
    Caspar
    Bluepoint ca n't find him.
    Tom
    So he says.
    Caspar stares at Tom .
    Caspar
    Meanin' what, exactly?
    Tom
    Maybe nothing. I did n't give it much thought until now, since a guy will say pretty much anything when he knows his number is up, but just before I bumped Bernie he swore to me that Bluepoint and Mink were setting him up. That they were the ones that were selling out your fix.
    Caspar looks at Tom .
    Caspar
    ` Zat so.
    He thinks for a beat . Like you say , a guy 'll say anything .
    Tom
    Uh - huh. So why is n't Bluepoint here?
    Caspar
    Well.
    He figdets . He do n't care for you , kid . Maybe it 's only fair to tell you . After you left us , he tried to sell me on a double - cross . He says to me , why do n't we double - cross you and give you the bump once we get the Motzah . But I figure a deals a deal , you 're square with me , you bump the Motzah , I 'll hold up my end . Question of ethics . Everything above board , that 's how I like it , so everybody knows who 's a friend and who 's an enemy . But Bluepoint would n't cross me . We go back .
    Tom
    Uh - huh. Course, there's always that wild card when love is involved.
    Caspar is staring intently at Tom . After a beat :
    Caspar
    I know Mink is Bluepoint's boy, but I still do n't make it that way.
    Tom
    Mm. Well, then there's nothing to worry about.
    Caspar seems lost in thought :
    Caspar
    Yeah.
    We hear the door to the office open offscreen and Johnny Jr. runs into frame clutching a scrolled piece of paper .
    Johnny Jr.
    Poppa! Poppa! I got a prize from the -
    Caspar holds his hand up to quiet the youngster , still looking at Tom .
    Caspar
    Just a minute.
    As Tom rises to his feet : . Course , there 's no reason not to be careful -
    Johnny Jr.
    Poppa! Poppa! The sisters gave me a - unnnh!
    Cascar has cuffed him sharply on the side of the head . He points at Tom .
    Caspar
    Shaddap! You take a page outta this guy's book. A little less you talk and a little more you think!
    Cascar looks at Tom and smiles . Kids . Ya got ta be firm . Anyways . You know what I 'm sayin ' . No reason to worry but no reason not to investigate , neither . If Mink is around I want you to find him . He can tell us what 's what . -LRB- to Johnny Jr. : . -RRB- . What 's a matter , somebody hit you , what 's a matter , we ai n't friends anymore ? . He picks up Johnny Jr. , who is crying softly , and sets him in his lap . Encouraged by the attention , the child starts wailing . Caspar bounces him on his knee and raises his voice over the sobs : . If you find him , I wan na talk to him alone . That 's how you get the straight dope . Man - to - man . Just me , Mink . He pats his jacket where his shoulder holster is . and my friend roscoe . Y' understand what I 'm sayin ' ? Tom takes a contemplative drag on his cigarette .
    Tom
    It ai n't complicated.

CUT TO: CLOSE SHOT   A MAN'S FACE
    Crunch ! - being hit by a gloved hand . The blow and the man 's grunt echo . CLOSE ON A NEWSPAPER As the noise of fists against flesh continues , echoing , in the background . The newspaper headline reads : PARTY BOSS LOOSES MUNICIPAL CONTRACT . The subhead reads : Liam -LRB- Leo -RRB- O'Bannon Removed From City Highway Commission ; New Construction Contracts To Raffo Bros. . ON TOM Leaning against a pillar in a large bare room with a hardwood floor . He is reading the newspaper . We are in a gym . In a ring in the background two boxers are sparring as two or three old men with towels slung over their shoulders and elbows hooked over the ropes idly watch , and offer occasional bits of half - hearted advice . We hear high heels echoing across the floor and Verna enters .
    Tom
    You should leave town for a few days ; things are going to heat up here. Go out to the Pallisades ; I'll join you once I'm done.
    Verna
    I ca n't find Bernie. Did you find him?
    Tom looks out at the fighters in the background , avoiding Verna 's look .
    Tom
    Yeah.
    Verna
    Is he leaving?
    Tom
    He left.
    Verna
    Where to?
    Tom
    He did n't say. You should -
    She reaches out to touch his hand -
    Verna
    Thanks.
    She leans in to embrace him . Tom 's eyes drift up to the fighters .

EXT   THE GYM
    Peeling paint on its blackened - out window reads : Gleason 's Gym . Training in The Sweet Science . Verna is exiting the gym in long shot . We pull back to bring Bluepoint into frame . He sits in the driver 's seat of a car , watching through his side window as Verna recedes . Quietly :
    Bluepoint
    What's he up to?
    An offscreen voice , a passenger :
    Voice
    I dunno.
    Bluepoint
    That's Bernie's sister, is n't it?
    Voice
    I dunno.
    Bluepoint thinks , a short beat .
    Bluepoint
    What's he seeing her for?
    Voice
    I dunno, maybe he's -
    Bluepoint
    Shutup. Get outta the car. Stick with the bighead.
    Bluepoint reaches for the ignition , as we hear the car door open . I 'll see where the twist flops .

INT   SPEAKEASY
    A hand swings through frame holding the barrel of a gun , smashing the butt into a surprised face . With a loud crash the surprised man stumbles back into a table and hits the floor . Legs and the skirts of an overcoat approach the prostrate , round , middle - aged man and start kicking him . He rolls across the floor trying to shield himself from the blows .
    Voice
    ( off . )
    C'mon, get up. I just wan na talk.
    Another Voice
    ( off . )
    Yeah, get up. He ai n't gon na hurt ya.
    Round Man
    He already hurt me! He broke my goddamn nose!
    Whisper , the man standing over him , has a long scar across his neck . He has a rasping voice :
    Whisper
    So what? I had my nose broke once.
    Round Man
    I already paid Leo's men.
    Bert , another enforcer , is down at the end of the bar with Tom .
    Bert
    You still pay Leo for protection? Is he protec - tin' you?
    As he kicks at the little round man :
    Whisper
    We's protectin' you. Johnny Caspar's runnin' things or maybe you ai n't heard.
    In the background Whisper continues to hector and kick at the round man as Bert and Tom talk in the foreground .
    Tom
    So Bluepoint has n't got a line on Leo yet?
    Bert
    Not that I know about. He's been lookin', but I guess Leo's been movin' around and - hoist this over the bar, will ya? - and thingslve been kinda hectic.
    He is handing Tom a briefcase . As Tom leans over the bar to drop it behind :
    Tom
    Do me a favor - let me know if he finds anything.
    Bert is pouring himself a drink .
    Bert
    Yeah, okay -
    Whisper , gun drawn , calls from the back of the bar :
    Whisper
    I'm gon na put this one to sleep, wuddya think Bert?
    Bert shrugs into his overcoat .
    Bert
    Yeah, okay.
    Tom
    If you kill him he wo n't be able to think things over.
    Whisper
    He do n't seem like such a hot thinker.
    Tom
    You'll think about what you've learned here, wo n't you Louie?
    Round Man
    You bet, Tom, I'll think plenty!
    Bert shrugs .
    Bert
    Ah, what the hell.
    The round man scrambles to his feet and runs out the back door . Whisper puts away his gun and saunters over to Tom and Bert . As the three men head for the front door :
    Bert
    If we ca n't trust a dago, the whole thing's hopeless anyway.

EXT   SPEAKEASY
    As the three men emerge into the afternoon sun .
    Tom
    So, are we winning?
    Bert gives a so - so flutter of his hand .
    Bert
    It's tough. Leo's still got some teeth left. His men bushwhacked Tony Campisi last night, slit his throat.
    Whisper
    Yeah? He die?
    Bert
    I said, they slit his throat.
    Whisper
    So what, genius? I had my t ` roat slit once.
    Tom
    Sure Whisper, but normal people's brains need oxygen -
    BOOM ! - Behind the three men the front of the speakeasy blows - glass flying , flame licking out . Though there is commotion among the passers - by , Tom , Bert and Whisper do n't even turn around to look .
    Bert
    Get the car, will ya Whisper?
    As Whisper trots out into the street :
    Tom
    Do n't tell Bluepoint I was asking about him.
    Bert
    Yeah yeah.
    Tom
    Caspar just wanted me to check up, make sure he's doing everything he can -
    There is a faint but distinct popping sound . Tom looks into the street . Whisper is staggering around , as if drunk . He turns to face Tom and Bert . He lurches toward them . A red stain is blossoming on his chest . The ambient hubbub fades to total silence ; we hear only the crisp staggering scuffle of Whisper 's shoes as he stumbles into the foreground , looking stunned . He drops . A woman screams . Noise wells up . Bert is unhoistering his gun , looking up . Tom looks where Bert is looking . FACING ROOFTOP A man with a distinctive shock of white hair - Dead Terry McGill . He puts up his gun and starts running along the roof . BERT Starts running along the street to keep pace , firing up at the facing roof . A POLICE CAR Siren wailing , up on two wheels , taking a speeding turn onto the street . It is speeding towards Bert . PULLING BERT Running , he is pointing , and bellowing at the car :
    Bert
    Leo's man! Up there!
    POLICE CAR Cops with guns hang out every window . They start firing . TRACKING TOWARDS BERT
    Bert
    Up there! Leo's -
    A hail of bullets cuts him to pieces . A limp rag , he hits the road . The police car squeals to a halt in front of his corpse . A sergeant and his men pile out . Tom is sauntering over , smoking a cigarette .
    Sergeant
    ` Lo, Tom. Chalk one up for the good guys, huh?
    Tom
    Yeah, Caspar'll be thrilled. You just shot one of his apes.
    Sergeant
    Bullshit!
    Tom 's attention is drawn by something down the street . HIS POV About a block away , a man with white hair is crossing the street , from the side where the sniper 's shot came from .
    Sergeant
    ( off . )
    I'm tellin' you that's Two - Toe Jackson! He's Leo's!
    BACK TO TOM As he starts to leave .
    Tom
    It's Bert Sachetti, Caspar's bang - man.
    Behind him the Sergeant bellows at another cop :
    Sergeant
    Bullshit! Take his shoes off. Count his goddamn toes!

INT   DINER
    Dead Terry McGill sits at a stool looking angrily down at a cup of coffee . Tom enters to sit next to him . Through the windows behind them , we can see people running back and forth on the street , a fire engine racing past - furious activity , its noise muted inside the diner .
    Tom
    ` Lo, Terry. You were n't aiming at me, were you?
    Terry does not even look over at him . Sullenly :
    Terry
    In the first place, I do n't know what you're talking about. In the second place, if I had been aiming at you I'd've hit you. In the third place, I do n't know what you're talking about in the first place.
    He tosses some coins onto the counter and gets up . We hold on Tom as Terry talks to Tom 's back : . I 'd like to have , believe me . Leo wo n't let me - yet . But I 'll bring him around . He puts a hand on Tom 's stoulder and swivels him around . Terry clenches a fist and draws it back to throw a punch . Tom and Terry look at each other , Tom making no movement to defend himself . After a long beat , Terry uncldnches his fist and sneers : . I wo n't give you the satisfaction .

CUT TO: DOORKNOB
    As - CRASH - a foot enters to kick it and the door in .

INT   VERNA'S APARTMENT
    Verna is backing away from the door - behind us - into the apartment . Bluepoint strides into frame .
    Bluepoint
    Know who I am?
    Verna continues to back away ; Bluepoint continues to advance .
    Verna
    Yeah, Johnny Caspar's shadow. Did he stay in bed today?
    Bluepoint
    Jesus. I open my mouth, the whole world turns smart.
    He glances around the room . Verna is backing around the couch . Bluepoint continues to follow her . What business d'you have with Tom Duchaisne ?
    Verna
    None.
    She continues to back away ; Bluepoint continues to follow .
    Bluepoint
    You're Leo's twist, right?
    Verna
    Me and Leo are through.
    She picks up her purse from the sill behind the couch and rummages . Bluepoint does n't seem to mind .
    Bluepoint
    Yeah? So you're sluttin' around with Tom now, huh?
    Verna has taken a gun from her purse ; she levels it at Bluepoint .
    Verna
    Get outta here.
    As he continues to stride towards her :
    Bluepoint
    Okay, see ya later.
    His hand shoots out in a flash - he has grabbed the gun with one hand , her arm with the other . Before I go , what 's your boyfriend up to ? Verna is stuggling in his grasp to no effect .
    Verna
    Nothing I know about.
    Bluepoint drags her close , nose to nose :
    Bluepoint
    Yeah? It does n't figure for me, your dumping Leo for the guy who put a bullet in your brother.
    Verna stops resisting and stares at him . Bluepoint stares back at her , thinking . Did n't tell you , huh ? We hear a footstep offscreen . REVERSE Facing the door , from behind Bluepoint and Verna . Bluepoint wheels , swinging her body in front of his as two topcoated men enter , guns drawn . Both intruders hold fire , their shot blocked by Verna . The gun in Bluepoint 's hand barks once . The lead man pitches forward , his gun clattering away . His partner is ducking back out the door . Verna still struggles futilely ; Bluepoint keeps his gun , peeking out from behind Verna , trained on the empty doorway . The man an the floor , still alive , has started clawing himself towards his gun , a few paces away . Bluepoint ignores him . He stares at the open door . After a silent beat , from the hall :
    Man In Hall
    Let her go, Bluepoint, there's nothing you can do. Leave by the fire escape. There's more of us on the way -
    BANG - Bluepoint fires . Wood splinters in the door , which shudders back a few more inches towards the wall . The voice from the hall has stopped short . After a short silent beat , we hear a gun clattering to the floor outside in the hall . We hear fabric drag across wall , and then see the dead man drop to the floor just outside the door . Bluepoint tosses Verna away and saunters unhurriedly over to the first man , who has almost reached his gun . Just as the man 's hand closes over it Bluepoint , in stride , steps onto the hand and gun . Most of his weight is on it . Head cocked , he looks down at the man in front of him .
    Bluepoint
    You Leo's?
    Man
    Yeah. He wanted her looked out for.
    Bluepoint
    Well you did a bang - up job ; I'll be sure to tell him. Where is Leo?
    Man
    If I tell you, how do know you wo n't kill me?
    Bluepoint
    Because if you told me, and I killed you, and you were lying, then I would n't get to kill you then. Where's Leo?
    The man is sweating .
    Man
    He's - he's moving around. But tomorrow night he's getting his mob together at Whiskey Nick's.
    Bluepoint points his gun at the man 's head .
    Bluepoint
    You sure?
    Man
    Check it. It's gold.
    Bluepeint
    You know something, yegg? I believe you.
    BANG . Bluepoint straightens up from the body and turns . LOW AND WIDE ON BLUEPOINT One corpse an the floor beside him , the other corpse in the doorway behind him . He absently wraps one hand around the warm barrel of the gun , then brings the hand up to blow against its open palm .
    Bluepoint
    Go ahead and run, sweetie.
    HIS POV THE WINDOW The main zoom is now empty . Sheers billow at the window , now open , that let 's out on the fire escape . Off :
    Bluepoint
    I'll track down all a you whores.

DISSOLVE THROUGH TO: WINDOW  NIGHT
    Sheers billow in the breeze . TOM Sitting up in bed , smoking a cigarette , thinking . The bedroom is dark . There is a knock at the apartment 's front door . Tom reacts , but does not immediately rise . The knock is repeated . Tom finally throws the covers off and swings his feet around to the floor . But the knocking stops and another sound brings him up short : The person at the door is now playing with the lock . Tom sits motionless , listening . After some rattling we hear the lock spring , then the door swinging open , then shut again . We hear footsteps cross the main room , and then the squeak of chair springs . Silence . Tom rises and walks to the living room doorway . He leans against the jamb .

HIS POV
    The windows throw moonlit squares onto the floor . We can see only the legs of someone sitting in the armchair .
    Tom
    ` Lo, Bernie. Come on in, make yourself at home.
    Bernie turns on the lamn on the table at his elbow . He holds a gun casually in his lap .
    Bernie
    ` Lo, Tom. Thought I'd do that, since you did n't seem to be in. Figured it was a bad idea to wait in the hall, seeing as I'm supposed to be dead.
    Tom
    Mm.
    Bernie
    How'd you know it was me?
    Tom
    You're the only person I know'd knock and break in.
    Bernie
    Your other friends would n't break in, huh?
    Tom shakes his head .
    Tom
    My other friends wan na kill me, so they would n't knock.
    He crosses to the chair facing Bernie 's . What 's on your mind , Bernie ?
    Bernie
    Things. I guess you must be kind of angry. I'm supposed to be gone, far away. I guess it seems sort of irresponsible, my being here.
    Bernie leaves room for a response but Tom is only listen - ing . And I was gon na leave . Honest I was . But then I started thinking . If I stuck around , that would not be good for you . And then I started thinking that . that might not be bad for me . Tom still does n't answer . I guess you did n't see the play you gave me . I mean what 'm I gon na do ? If I leave , I got nothing - no money , no friends , nothing . If I stay , I got you . Anyone finds out I 'm alive - you 're dead , so . I got you , Tommy . Tom is silent . What 's the matter , you got nothin ' to crack wise about ? Bernie ai n't so funny anymore ? Bernie 's lip is quivering . His voice is softer : . I guess I made kinda a fool a myself out there . I was shittin ' myself , Tommy . you did n't tell anyone about that .
    Tom
    No.
    Bernie
    ` Course you know about it. its. It's a painful memory. And I ca n't help remembering that you put the finger on me, and you took me out there to whack me. I know you did n't. I know you did n't shoot me. but. but -
    Tom
    But what have I done for you lately?
    Bernie
    Do n't smart me.
    He stares hard at Tom for a moment . See , I wan na watch you squirm . I wan na see you sweat a little . And when you smart me , it ruins it . Bernie gets to his feet , keeping the gun trained on Tom . There 's one other thing I want . I wan na see Johnny Caspar cold and stiff . That 's what you 'll do for your friend Bernie . He has opened the door to the flat . In the meantime I 'll stay outa sight . But if Caspar ai n't stiff in a couple of days I start eating in restaurants . The door shuts behind him . Tom , heretofore very still , springs from the chair , goes to the bedroom and reemerges with a gun . He bolts for the door , instinctively grabbing his hat off a hook . He is wearing only his boxer shorts , a sleeveless tee - shirt , and the hat jammed onto his head . He throws open the door .

HALLWAY
    Empty . Tom runs to the bannister and looks down . HIS POV A flight down , a hand slides down along the railing . Bernie 's trotting footsteps echo in the stairwell . TOM He runs back to his apartment .

APARTMENT
    Tom runs across to the open window and clambers out .

FIRE ESCAPE
    Tom trots down . His bare feet ring dully against the steel of the fire escape . He reaches the bottom landing , swings over the railing , hangs by his hands for one brief moment and then drops . THE ALLEY As his bare feet hit the pavement . Tom is a silhouette in the lamplight from the end of the alley . He straightens from his crouch and runs . BACK DOOR Of his apartment building - over Tom 's shoulder as he enters frame . The empty , brightly lit hall inside runs straight the length of the building to the front door , which is just closing . Tom throws open the back door .

HALLWAY
    As Tom runs through toward the front . Before reaching the door , he falls violently forward . His gun skates away from him across the floor . He starts to roll over to look behind him and a crunching blow catches him on the chin , snapping his head the rest of the way around and sending him flat onto his back . Bernie , who has emerged from under the staircase , towers over him .
    Bernie
    You make me laugh, Tommy. You're gon na catch cold, then you're no good to me.
    He is walking over to Tom 's gun , which he picks up and unloads into his hand . What were you gon na do if you caught me , I 'd just squirt a few and then you 'd let me go again . He tosses Tom the empty gun and walks out . Tom , white - faced and shivering , pulls himself up to sit leaning against the wall . A first - floor apartment door opens and a sixty - year - old woman emerges , pulling a housecoat tight . She goggles at Tom .
    Woman
    Why Mr. Duchaisne! What on earth.
    Tom tries a smile that looks idiotic .
    Tom
    They took everything.
    LONG SHOT THE HALL Clucking sympathetically , the old woman is leaning down to help Tom up . As he drapes an arm over her shoulder :
    Tom
    I fought like hell but there were too many of'em.
    FADE OUT

CUT TO: CLOSE SHOT   PLAQUE
    Set into an exterior wall , identifying the SHENANDOAH CLUB .

INT   CLUB
    Tom , in his overcoat and hat , is walking up to the bar .
    Tom
    ` Lo, Tony. How's the club holding up?
    Behind the bar , Tony looks sour .
    Tony
    We're managing to squeak by without you. Got Lazarre's money?
    Tom
    No.
    Tony
    Well, you're not supposed to be here since you turned rat.
    Tom
    Relax, Tony, Leo's not around, is he?
    Tony
    Maybe Leo's not the only one does n't care for you here.
    Tom works to keep his smile .
    Tom
    Fickle, huh Tony? You could almost be a dame.
    Tony
    Pal, you read my mind, you sneak my thoughts. Jesus, I hope you know what you're doing.
    Tom
    No more than usual. The last couple days, you booked any heavy bets on a long shot at Satur - day's fights?
    Tony
    Why the hell should I tell you?
    Tom shrugs .
    Tom
    The truth is Tony, there's no reason on earth.
    Staring at Tom , Tony blows air through his teeth . He sets up a drink for Tom .
    Tony
    Saturday's fights. Yeah. Drop Johnson parked two yards on one yesterday. On Sailor Reese, an undercard bum.
    Tom downs the drink in a gulp .
    Tom
    Drop Johnson? He play your book much?
    Tony
    You kidding? I did n't even know he could count.
    From offscreen there is a loud CRASH and , with that , many of the club patrons start screaming . Tony looks off and Tom swivels to look .
    Tony
    Oh Jesus. You bring them with you?
    As he shoves off from the bar :
    Tom
    No.
    Uniformed policemen are pouring into the club , wielding axes . They destroy everything in their path , sweeping the elegantly dressed patrons before them . Tom wades into the sea of blue and nods at Delahanty , the policeman we know from the raid on Caspar 's .
    Tom
    ` Lo, Brian. Still fighting the good fight?
    Delahanty
    ` Lo, Tom. Neither wind nor rain nor snow.
    Tom
    That's just the mailmen. Is O'Gar here?
    Delahanty
    Just look for the long face.

EXT   THE CLUB
    It is just cracking dawn . O'Gar is leaning against a car , facing the club , taking in the scene as he glumly chews on a toothpick . The street is clogged with police vehicles . Tom approaches .
    Tom
    ` Lo, O'Gar. You do n't look happy.
    O'Gar
    Look at this mess. Gutting the golden calf again.
    He shakes his head . I do n't know whether to laugh or cry .
    Tom
    Yeah, it's awful confusing. You know a yegg named Drop Johnson?
    O'Gar
    We've spanked him a couple times.
    Tom
    Where does he flop?
    O'Gar
    The Terminal Hotel on Bay Street, whenever he's broke - which is one hundred percent of always. Jesus.
    He reacts to gunfire from the second story of the club . Do n't nobody ask me , since I 'm only the chief around here , but I 'll tell you my opinion : Caspar 's just as crazy as Leo . And an eye - tie into the bargain . As he heads off :
    Tom
    What's the matter, O'Gar, does n't anything ever suit you?

PULLING TOM
    As he walks along a nearby street ; we can still faintly hear the sirens and police activity back at the club . A black touring car is tooling up alongside of him . Tic - Tac leans out the driver 's window . He has welts around his mouth and looks like he has been a little roughed up .
    Tic-Tac
    Hop in, Tom, we been lookin' for you.
    Still briskly walking :
    Tom
    I'm busy.
    Tic-Tac
    Hop in anyway, as in you ai n't got no choice.
    Tom
    You ca n't hijack me, Tic - Tac, we're on the same side now - or did n't you get that far in school?
    The car screeches over to put a wheel on the sidewalk and block Tom 's way . The back door swings open and Frankie emerges to help Tom in . Like Tic - Tac , Frankie looks a little worked over . Tom quickly sizes up the situation and decides to comply .

INT  CAR
    As Tom sits into the back , next to Bluepoint . Frankie slides in after him .
    Bluepoint
    How'd you get the fat lip?
    The car starts moving .
    Tom
    Old war wound. Acts up around morons.
    Bluepoint
    Very smart. What were you doing at the club? Talking things over with Leo?
    Tom
    Do n't think so hard, Bluepoint, you might sprain something.
    Bluepoint
    You're so goddamn smart. Except you ai n't. I get you, smart guy, I know what you are. Straight as a corkscrew. Mr. Inside - Outsky. Like a goddamn bolshevik, picking up your orders from Yegg Central. You think you're so goddamn smart.
    He sneers : You joined up with Caspar . You bumped Bernie Bernheim . Down is up . Black is white . Well I think you 're half - smart . I think you were straight with your frail and queer with Johnny Caspar . And I think you 'd sooner join the Ladies ' League then gun a guy down . His eyes narrow at Tom . Then I hear that these two geniuses never even saw this rub - out take place . Defensively :
    Tic-Tac
    The boss just said have him do it, he did n't say nothing about -
    Bluepoint
    Shutup, or maybe you still got too many teeth.
    Tic - Tac sulks . Bluepoint turns and gazes out the window of the car . Everyone 's so goddamn smart . Well , we 'll go to Miller 's Crossing . And we 'll see who 's smart .

EXT   WOODS
    It is morning ; the sun is now fully up . Bluepoint and Tom walk side - by - side through the woods . Frankie and Tic - Tac walk several steps ahead of them , each off to one side , searching . Frankie is singing an old Neapolitan song .
    Bluepoint
    Y' understand if we do n't find a stiff out here, we leave a fresh one.
    Tom walks a little unsteadily . His shoulders are hunched and his hands are jammed into his overcoat packets . He stares woodenly forward . Bluepoint laughs softly . Where 're your friends when you need 'em , huh ? Where 's Leo now ? Tom tramps mechanically on . His eyes drift up . HIS POV Tracking . A canopy of leaves , sprinkled by sunlight . The boughs of the trees sough quietly in the wind . We hear the unearthly groaning of the tree limbs . TOM Looks forward . Bluepoint calls out :
    Bluepoint
    Hey Tic - Tac, ever notice how the snappy dialogue dries up once a guy starts soiling his union suit?
    Tom tramps on . HIS POV The backs of Frankie and Tic - Tac as they walk on ahead . Frankie is still singing . TOM He looks stupidly at Bluepoint . He looks ahead . He stops abruptly .
    Bluepoint
    What?
    Tom is still for a moment , then with jerky movements gets down on his knees , hugs a tree with one arm for support , and vomits . Bluepoint watches him , then calls out to Frankie and Tic - Tac : . Okay , there 's nothing out here . He grabs Tom 's hat off his head and flings it away . Then he plants a foot against Tom 's side and shoves him to the ground . CLOSE ON TOM As his face hits the ground . Bluepoint 's foot enters ; he plants it an the side of Tom 's neck to keep him pinned . TOM 'S POV Skewed angle , from the ground . Frankie is ambling back , singing . BLUEPOINT Checking the open chamber of his gun . He snaps it shut . As he levels the gun at Tom :
    Bluepoint
    Think about this, smart guy.
    TOM Closing his eyes . From offscreen :
    Tic-Tac
    Uh - oh, hankie time!
    FRANKIE He stops singing and turns to look . TOM The foot comes off his neck . BLUEPOINT Looking towards Tic - Tac . TIC - TAC Taking a handkerchief out of his breast pocket and bringing it to his face as he looks at something on the ground in front of him . BLUEPOINT He hauls Tom to his feet and pushes him towards Tic - Tac . We track behind the two men as they approach Tic - Tac and Frankie enters from the side . We can not yet see what is on the ground in front of him .
    Tic-Tac
    Birds been at him.
    Frankie is taking out his hankie as he draws near .
    Frankie
    Jesus Christ.
    He looks up at Tom as Tom approaches . Over Tom and Bluepoint 's shoulders , stretching away from us , face - up , is a body . We can not see much of its face ; what we do see is pulp . Tic - Tac is laughing , incredulously .
    Tic-Tac
    I said put one in his brain, not in his stinking face.
    EXTREME LONG SHOT Four very small men in overcoats and fedoras , looking down at the ground ; they are dwarfed by the surrounding trees . Very faintly we can hear :
    Frankie
    I told you, Bluepoint, we heard two shots.
    QUICK FADE OUT

CUT TO: APARTMENT BUILDING DOOR BUZZER
    A beat - up panel in the building 's entryway , listing tenants ' names and apartments opposite a row of buttons . A hand coasts along the names and stops at CLARENCE JOHNSON/4C , then moves away and presses two other buzzers on the fifth floor . After a beat , we hear the front door buzz open .

FOURTH-FLOOR HALLWAY
    Tom walks up to 4C , unpocketing a gun . He gently tries the knob , which turns , and enters .

DROP'S APARTMENT
    As Tom enters . Drop Johnson is sitting at a table in the living room , which also serves as kitchen and dining room . He is a large man with a thick neck , a low forehead , and rather vacant eyes . He is looking up at Tom , a spoonful of cereal frozen halfway to his mouth , a folded - back newspaper in his other hand , opened to the funnies .
    Tom
    ` Lo, Drop. How're the Katzenjammers?
    Uncomfortably :
    Drop
    ` Lo, Tom. What's the rumpus?
    As he talks , Tom walks casually around the apartment , bumping open doors , sticking his head in each room .
    Tom
    Had any visitors?
    Drop 's head swivels to follow Tom around the room ; aside from that he does not move . He speaks cautiously :
    Drop
    No.
    Tom
    Not ever, Drop?
    Drop
    Not lately.
    Tom nods .
    Tom
    Then you must be happy to see me.
    Drop does n't respond . So you did n't see Bernie Bernheim , before he was shown across ?
    Drop
    No.
    Tom
    Seen him since?
    Drop maintains a sullen silence . Tom is picking up a hat from a clutter on top of a bureau .
    Tom
    One last question, Drop. I hear you've got a lot of money on tomorrow's fight. Is that your bet, or did you place it for a friend?
    Drop
    No, uh. it's my bet. I just. I have a good feeling about that fight.
    Tom 's stroll through the apartment has brought him behind where Drop sits .
    Tom
    A good feeling, huh. When did the feeling return to your head?
    Drop
    Huh?
    Tom puts the hat on top of Drop 's head . Drop 's eyes roll up to look at it , but otherwise he still does n't move . The hat , too small , sits ludicrously atop his head . Tom starts toward the door .
    Tom
    You've outgrown that one. Must be all the thinking you've been doing.
    He pauses with his hand on the knob . Tell Bernie something 's come up . He has to get in touch . There 'll be nothing stirring til I talk to him . He slams the door .

CUT TO: A LARGE WINDOW
    We are looking at the ground - floor window from the street . Letters stencilled on the glass identify the SONS OF ERIN SOCIAL CLUB . A topcoated man scurries into frame , knocks out a pane with the grip of a gun , and tosses a small pipelike device inside . He scurries away and we pan with him across the street to reveal a line of cars , police and civilian , parked along the far curb . No men are visible except the scurrying man , who takes cover behind one of the parked cars . SOCIAL CLUB A beat . From inside we hear a pair of trotting footsteps - BOOM ! The window blows out , spitting glass into the street , along with a large dark form . THE STREET Glass showers the pavement and a charred rag - doll of a body hits hard , face down , and skids a couple feet . Smoke wisps from it . THE CLUB A lick of flame from the bomb is already dying and heavy grey smoke is billowing out . THE STREET Men start cautiously rising from behind the cars . A lot of men . Some wear police uniforms ; some are civilians . All are armed . THE CLUB Billowing smoke . THE STREET The men have straightened up . A policeman calls through a bullhorn :
    Policeman
    All right. Anyone left in there, come on out, grabbing air. You know the drill.
    THE CLUB After a beat , the front door swings open . A man emerges , one hand in the air , one holding a handkerchief over his mouth . He walks into the middle of the street . One of the civilians behind the cars fires . The man takes the bullet in the chest and drops to the ground , where he twitches . The man who fired , in the foreground , grins . A ripple of laughter runs down the line of men . THE CLUB WINDOW Smoke still pouring out . With a RAT - A - TAT - TAT muzzle flashes from inside illuminate the smoke . THE STREET Bullet hits chew up the cars and a few of the men ; the others drop back down behind the cars and start returning fire . THE WINDOW A forbidding black hole in the exterior wall . A second tommy has joined the first to pour lead out into the street .

CUT TO: RECEPTION AREA
    Tracking in an a youngish secretary in a severe dress , sitting behind a desk . Faintly , from a distance , we can still hear gunfire .
    Secretary
    ` Lo, Tom, where've you been hiding?
    REVERSE On Tom .
    Tom
    Hither and yon. The mayor in?
    Secretary
    With Mr. Caspar.
    Tom is already heading for the door .
    Tom
    That's who I'm looking for. Scare up some hootch, will you honey?
    Secretary
    Surely. I'll announce you.
    As he opens the door :
    Tom
    Do n't bother, I'm well liked.

INT    MAYOR'S OFFICE
    A grand , high - ceilinged place . Mayor Levander sits behind his desk sputtering , his face turning purple . Caspar , sitting across from him , is also turning purple . Sitting to one side are two identical thirty - year - old men , appar - ently twins , mustachiced , silent , respectful , mournful , their hands clasped over the hats in their laps , wearing stiff new - looking suits with old - fashioned collars .
    Mayor
    I ca n't do it, Johnny! I'll look ridiculous! Why, it simply is n't done! Assistants, maybe -
    Caspar
    For a mayor, you do n't hear so hot! I said head! Head of the assessor's office!
    Mayor
    But there's two of'em!
    Caspar
    I can count! Co - heads!
    Mayor
    Johnny, needless to say, this office will do anything in its power to assist you and your cousins. We did it for Leo, of course, on countless occasions -
    Caspar
    Damn right - had every potato eater from County Cork an the public tit -
    Mayor
    But there's a way we do things, hallowed by usage and consecrated by time! When we put people on the pad, when Leo was running things, we -
    Caspar is furious :
    Caspar
    Leo ai n't running things! I ai n't innarested in ancient history! I'm running things now!
    Mayor
    Johnny, no one appreciates that more than I! I can give them jobs! I can give them good jobs! I can even give them jobs where thev wo n't have to perform any work, where their lack of English will be no impediment! But I cant -
    Caspar
    What is this, the high hat?!
    The mayor mops his face with a handkerchief and looks beseechingly at Tom .
    Mayor
    Tom, can you explain it to him? I can put them in public works but I ca n't -
    Tom
    You can do whatever the hell Caspar tells you. I do n't remember all this double - talk when Leo gave you an order.
    The mayor looks flabbergasted .
    Mayor
    Tom! Jesus!
    Tom
    Stop whimpering and do as you're told.
    Caspar
    You can start by gettin' outta here.
    Mayor
    But Johnny, it's my office!
    Caspar
    Get outta here! Take it on the heel and toe, before I whack you one!.
    The mayor retreats and Casmar stares at the two men sitting to the side . You too , beat it ! The two men look at each other , then back at Caspar .
    First Man
    Partiamo?
    Caspar
    Yeah, go keep the mayor company. I'll take care of ya's later.
    The immigrants rise and leave the room . Caspar takes out a handkerchief and wipes his brow . Runnin ' things . It ai n't all gravy . The secretary enters the office with a bottle of whiskey , a soda siphon and ice . She places it an the mayor 's desk and leaves . We can still hear faint gunfire and an occasional booming explosion that rattles the windows of the office .
    Tom
    What's the fireworks?
    Caspar
    Knockin' over one of Leo's clubs. Sonofabitch just wo n't go belly - up. I'm sorry, kid. I heard about your little ride this morning.
    Tom is walking over to pour himself a drink .
    Tom
    Yeah, well sorry do n't fix things. We could just as easily've missed Bernie's corpse as stumbled over it, and I'd be dead now.
    Caspar
    I know, I know. But it do n't mean Bluepoint's up to anything. So he heard some rumor Bernie ai n't dead, those stories pop up, people seen Dillinger in eight states last week. So he hears a story, and he do n't like you much anyway, so he decides to check it out -
    Tom
    Any stories about Bernie being alive, Bluepoint's made up himself.
    Caspar
    Aw, you do n't know that. It do n't even make sense - why would he?
    Tom stares at Caspar for a beat .
    Tom
    There could be a damn good reason.
    Caspar squints at Tom . If you 've got a fixed fight coming up . Do you ?
    Caspar
    Maybe. Okay, yeah, sure. Tomorrow night, the fix is in. What of it?
    Tom
    Bluepoint knows about it?
    Caspar
    Yeah.
    He gazes off . Okay , I get it .
    Tom
    If Bluepoint's been selling you out on these fights, and means to again, he'll have to be able to point the finger at someone else -
    Uncomfortably :
    Caspar
    Yeah, yeah, I get it.
    Tom
    - but with Bernie dead there ai n't a hell of a lot of people he can point to.
    Caspar
    Yeah. Bluepoint sells me out. Makes pretend Bernie's still doin' it. Ats real pretty. Bernie leaked the fix, and you take the fall for supposedly not killing him.
    He leans back in the mayor 's chair and gazes off , sucking his lips in and out as he thinks . Finally : . But I dunno , why would Bluepoint cross me like that ? Money , okay , everybody likes money . But somehow it do n't seem like him . And I know the Bluepoint .
    Tom
    Nobody knows anybody. Not that well.
    Caspar shakes his head .
    Caspar
    Money do n't mean that much to him.
    Tom shrugs .
    Tom
    Then it's not just money he's after. He's got a wart on his fanny.
    Caspar
    Huh?
    Tom
    A wart. On his fanny. Giving him the fidgets. Maybe he's sick of sitting on the couch and maybe behind your desk do n't look like a bad place to move to. Maybe he figures the money can help move him there.
    Caspar studies Tom .
    Caspar
    Kid, you got a lip on ya.
    He looks off again . I do n't generally care for it . But you 're honest , and that 's something we ca n't get enough of in this business . I 'll admit , since last we jawed , my stomach 's been seazin ' up on me . Bluepoint saying we should double - cross you ; you double - cross once , where 's it all end ? An innaresting ethical question . I 'll find Blue - point , talk to him , straighten it out - Tom laughs bitterly .
    Tom
    Sure, talk to him. Have a chat. Ask him whether he's selling you out. Do n't take care of him before he makes his next move, just sit back and let him make it. You're swimmin' in it.
    Caspars eyes flash . Tom 's tone softens : . Johnny , my chin 's hanging out right along side yours . Caspar goes slack .
    Caspar
    Yeah.
    Tom stands up .
    Tom
    I'd worry a lot less if I thought you were worrying enough.
    Caspar , miserable , rubs his face . From the distant street , we hear another booming explosion .
    Caspar
    But I am, kid. Christ. running things.

CUT TO: TOM'S APARTMENT
    The phone is ringing at the cut . We are looking at the window sill upon which the phone sits , with an empty chair facing . Footsteps approach and Tom sits into frame and takes the phone .
    Tom
    Yeah?
    Through the phone :
    Voice
    I got your message.
    Tom
    ` Lo, Bernie, I had a dream about you the other day.
    We hear Bernie laugh .
    Bernie
    Yeah? A nightmare?
    Tom
    On the contrary ; very sweet. I dreamt you were lying out at Miller's Crossing with your face blown off.
    More laughter .
    Bernie
    You get a kick out of that?
    Tom
    I was in stitches. It's Mink, is n't it?
    Bernie
    I came back and he was n't happy to see me. Can you beat that, Tom? All he could taik about was how he had to skip, and how much trouble he'd be in if anyone found me at his place.
    Tom
    Some friend.
    Bernie
    Yeah. And you know what a nervous boy he was. I figured, hell, you're a friend. Maybe you could use some insurance.
    Tom
    That's you to the gills, Bernie : thoughtful. You did n't happen to keep his gun, did you?
    After a moment 's hesitation : . Did n't Mink have a .22 ?
    Bernie
    Held already ditched it. Why?
    Another hesitation :
    Tom
    After Rug?
    Bernie
    Yeah. How did you know?
    Down to business :
    Tom
    Does n't matter. Listen, Bernie, I've been thinking about our little deal and I've decided you can stick it in your ear.
    Bernie
    Huh?
    Tom
    I figure you do n't have anything on me that I do n't have on you. As a matter of fact, less, since I've decided to leave town. So I'm calling your bluff.
    Bernie
    Wait a minute -
    Tom
    Shutup and let me talk. I'm pulling out of here, tomorrow morning. The only thing for you to decide is whether or not I leave behind a message for Caspar that you're still around. If you want me to keep my mouth shut, it'll cost you some dough.
    Bernie
    You ca n't -
    Tom
    I figure a thousand bucks is reasonable. So I want two thousand.
    Bernie
    In a pig's eye -
    Tom
    This is n't a debate, it's instructions. I'm going out for a while ; I'll be back here at four this morning. Bring me the money. If you're not at my place, four o'clock, with the dough, Caspar'll be looking for you tomorrow.
    He hangs up .

CUT TO: HALLWAY
    We are close on Tom as , in overcoat and hat , he emerges from his apartment and looks down at the keys in his hand . WHAP - A fist swings into frame to connect with Tom 's cheek . He falls back . Three topcoated men loom over him .
    First Man
    Got any money?
    Tom is massaging his face .
    Tom
    No.
    The first man nods at the other two .
    First Man
    Okay.
    The two men pick Tom off the floor and start to work him over . He does n't resist . The first man watches dispassionately . Third race tonight . By the finish , Tailor Maid had a view of the field . He lights himself a cigarette . You oughta lay off the ponies , Tom . The two men work in silence for a while . Tom too is silent . Finally : . Okay . The two men back away from Tom , breathing heavily . He slides down the wall to the floor . Lazarre said he 's sorry about this . It 's just getting out of hand . Tom speaks thickly , his head propped against the baseboard :
    Tom
    Yeah.
    First Man
    He likes you, Tom. He said we did n't have to break anything.
    Tom
    Yeah. Okay. Tell him no hard feelings.
    First  Man
    Christ, Tom, he knows that.
    With a jerk of the head the first man signals the other two and the trio turns to leave .
    First Man
    Take care now.

CUT TO: DOORWAY:  NIGHT
    We are looking over Tom 's shoulder as he waits in the rain in front of a large oak doorway with wrought - iron fretwork . At the cut we hear chimes dying , and the door swings open . There is a grand foyer with a parquet floor , unsittable furniture and a large chandelier . A liveried butler looks inquiringly out at Tom .
    Tom
    Tom Duchaisne.
    Butler
    Yes sir.
    He steps back . Mr. Caspar is in the great room . Tom is handing the butler his hat .
    Tom
    Swell. Can you take this?

INT   FOYER
    As Tom starts to shrug out of his coat , Caspar is crossing towards him .
    Caspar
    Kid, what's the rumpus?
    Caspar seems as unhappy as last time we saw him .
    Tom
    I got news.
    Caspar
    Yeah, news at this end too. My stomach's been seazin' up on me.
    Tom
    Mink just told me that he -
    This has woken Caspar up :
    Caspar
    You talked to Mink?!
    Tom
    Yeah, on the phone. Bluepoint wants you to think he's dissappeared, so you ca n't talk to him, but he's been right here in town.
    Caspar
    You're sure it was Mink?
    Tom shrugs .
    Tom
    See for yourself ; he's coming to my place, four o'clock this morning.
    Having handed the butler his coat and hat , Tom lets Caspar lead him towards a pair of double doors . He 's afraid of a cross from Bluepoint . He told me about the fix . Says he 'll sing for a couple grand skip money , tell us everyone involved .

Caspar opens one of the double doors, and we continue
    tracking behind the two men as they enter the trophy room . The room has the low warm light of a men 's club . Outside the dark windows the rain sheets down . Caspar sits in behind his desk and swivels away to poke morosely with a fire shovel at the blaze in the fireplace . In the foreground , back to us , Tom rests his knuckles an the desk to lean towards Caspar . But you better take care of Bluepoint right away . Mink says if he comes after us its going to be tonight . As he looks into the fire :
    Caspar
    Leo's holed up at Whiskey Nick's dump.
    Tom is momentarily taken aback .
    Tom
    How d'you know?
    A chuckle comes from behind REVERSE On Tom . In the background , Bluepoint is walking over to the door to the room to close it .
    Bluepoint
    That ai n't all we know, smart guy.
    He points with a nod towards the couch . Recognize your playmate ? On the couch sits Drop Johnson . Drop 's face looks worked on , and is beaded over with sweat . Having shut the door , Bluepoint is sauntering over to Tom . Yeah . You thought I 'd quit . He shakes his head . Huh - uh . I followed you this afternoon . And I wondered why Einstein would want to talk to a gorilla . He is nose to nose with Tom , smiling at him . So I grabbed the gorilla . And I beat it out of him . He shrugs . Give me a big guy , every time . They crack easy . Not like you . Tom holds Bluepoint 's look .
    Tom
    Is there a point? Or are you just brushing up on your small talk?
    Bluepoint
    I like that. Cool under fire. I'm impressed.
    Very quickly he delivers two slaps - forehand and backhand . Tom 's head rocks but he recovers to stare back at Blue - point . The gorilla did n't know whose stiff we found , but I can fill that in . You killed Mink , you sonofabitch . He grabs Tom by the lapels , swings him away from the desk , and lands a punch on his chin . Tom stumbles backs . Caspar has turned from the fireplace , watching the doings across the room . Bluepoint moves towards Tom , breathing hard with antici - pated pleasure . Come here , bum . I 'm gon na send you to a deep dark place . And I 'm gon na have fun doing it . Bluepoint 's hand snakes out and grabs Tom by the front of the coat , hauling him close . He slaps him savagely . It was Mink , and by God I 'll hear you say it !
    Tom
    Is this how you taught Drop his story?
    In one motion Bluepoint 's hands wrap around Tom 's throat choking him off . As the pressure increases , Tom , purpling , sinks to his knees .
    Bluepoint
    I like the way you think. Maybe when you're dead I'll cut your head off, put it on my mantle -
    WHANG - a shovel blade swings into frame to smash Bluepoint in the face . He drops . From somewhere in the room , a scream . Bluepoint is on his hands and knees , one hand pressed over his ruined face , blood pouring from between the fingers .
    Caspar
    Sonafabitch.
    He stands over Bluepoint with the fireplace shovel . If there 's one thing I ca n't stand , it 's a double - cross artist . I had a feeling ` bout this sonofabitch - He swings the shovel back and delivers an overhand blow to the top of Bluepoint 's head . Bluepoint drops to the floor , instantly motionless . The scream , however , continues . Drop Johnson , on the couch , his eyes wide , his hands spastically squeezing his knees , is looking down at Bluepoint . Drop 's mouth is stretched wide . He is scream - ing . Tom gets slowly to his feet . Cascar looks at Drop . Shut it , you sonofabitch ! He is striding over to him with the shovel . I 'll give you something to holler about ! Tom intercepts him .
    Tom
    Johnny. It's okay. Bluepoint made him. It's okay. It's not important.
    Caspar is panting .
    Caspar
    Then have him shut it!
    Drop does . There is a beat . Incongruously , Caspar 's bellow breaks the silence : . And we do the same to Mink ! This very same night ! Another silence . The rain . The crackle of the fire . Tom 's tone is soothing :
    Tom
    Johnny. We ca n't double - cross him. He wants to spill the whole set - up -
    Caspar stares at him through glazed eyes .
    Caspar
    I've never let a sonofabitch walk!
    Tom
    You've never crossed anyone.
    Caspar is staring at him . His eyes have lost some of their glaze .
    Tom
    Four o'clock, my place. Mink's coming in on his own hook so I promised him the money. Do n't make me out a liar -
    Drop is suddenly screaming again . Caspar looks where Drop is looking : Bluepoint is raising his head , moaning . His face is a mask of blood . One hand gropes in his overcoat pocket for his gun . Caspar shouts over Drop 's howl as he pulls something from his desk drawer :
    Caspar
    Lookit this, kid.
    He strides over to Bluepoint . Something I try and teach all my boys . With the gun point blank against the back of Bluepoint 's head , he fires . Tom recoils . Always put one inna brain !

A CLOCK
    A large wall clock . It is 3:30 . We are pulling back and down to reveal that we are inside a diner ; we are isolating on a section of counter on which sits a half - empty cup of coffee and an ashtray half - filled with butts . A hand puts some change on the counter and leaves frame .

EXT   DINER
    As Tom pushes the door open and exits . He tucks his overcoat collar up as he walks ; it is pouring rain . Tom turns at the sound of approaching heels and recognizes Verna with some surprise . He glances up and down the street , but it is deserted . Verna does n't seem to much notice the rain .
    Tom
    ` Lo, Verna. What's the rumpus.
    Coldly , as they walk on together :
    Verna
    I was just in the neighborhood, feeling a little daffy. What're you doing?
    Tom
    Walking.
    Verna
    Do n't let on more than you have to.
    Tom
    In the rain.
    Tom glances at her . What 're you doing out ?
    Verna
    Bernie's dead, is n't he?
    They walk on for a beat , Tom looking down at the sidewalk . Finally :
    Tom
    What makes you think that?
    Verna
    That's no answer.
    Tom again glances around , and escorts Verna into a dark doorway alcove . It is very small ; they have to crowd into each other to stay out of the rain . Water drops from the brim of Tom 's fedora . He studies her for a beat .
    Tom
    I ca n't tell you anything yet.
    Verna
    Nobody cares, do they? His friends did n't really like him.
    Tom shrugs .
    Tom
    He did n't like his friends.
    Verna
    You're a sonofabitch, Tom. You're someone to talk. You got me to tell you where he was and then you killed him.
    She is raising a gun into frame : She presses it into his stomach . Tom stiffens but continues to stare at her calmly . Tell me why . What was in it for you ?
    Tom
    Nothing for me.
    Verna
    Then why?
    Tom
    Giving up Bernie was the only way I could see to straighten things out for Leo.
    Verna
    You said you did n't care about Leo.
    Tom
    I said we were through. It's not the same thing.
    Verna looks at him .
    Verna
    I do n't understand. I do n't care. I do n't care what reason you had or thought you had.
    She raises the gun and presses its barrel into the under - side of Tom 's chin . Tom stiffens but remains calm .
    Tom
    He's still alive.
    Verna stares at him .
    Verna
    You expect me to believe you?
    Tom
    No.
    Verna
    That's you all over, Tom. A lie and no heart.
    Verna pulls back the hammer . There is a long beat . Verna 's eves widen , locked an Tom 's . Tom returns her look ; his is sympathetic . Verna starts trembling . Tom 's tone is soft , understanding . It 's the first time we have ever seen compassion from him .
    Tom
    It is n't easy, is it Verna?
    She abruptly lurches away and staggers a couple of paces onto the sidewalk in the rain . She hugs a lamppost for support . She is staring down at the street , still trem - bling . Tom walks up behind her and rests a hand an her shoulder . Are you all right ? She does n't look around . After a moment :
    Verna
    I do n't know how you did it.
    She shrugs off his hand and stumbles off down the street . Tom watches her dissappear into the rain .

CUT TO: TREE LIMBS
    Night , but sometime later - it has stopped raining . The branches groan in the wind . As they sway , streetlight glitters off the leaves , still wet with rain . We are booming down to reveal that we are in front of Tom 's building , its windows dark . During the boom we hear the rumble of an approaching car and the hiss of its tires on wet asphalt . The boom down ends as the car pulls into frame to stop at the curb with the camera framed on the driver 's window . The driver has a small bandage on his left cheek . We hear Caspar 's voice as we hear him getting out the back :
    Caspar
    Ya put the razor in cold water, not hot -'cause metal does what in cold?
    Driver
    I dunno, Johnny.
    We hear the back door slam and Caspar appears in the front passenger window . ` Ats what I 'm tellin ' ya . It contracts . ` At way you get a first class shave .
    Driver
    Okay, Johnny.
    As Caspar walks off the driver slouches back , pulls his fedora over his eyes and folds his arms across his chest . A back enters frame in the foreground .
    Tom's Voice:
    ` Lo, Sal. You can dangle.
    The driver looks up , startled .
    Driver
    ` Lo, Tom. You sure? You do n't look so hot.
    We still do n't see Tom 's face .
    Tom
    I'm okay. Go ahead, I'll drive him home.
    The driver shrugs . REVERSE Wider , from the other side of the car , as the car pulls away . Tom walks into the foreground , toward his house ; we tilt up to hold him . The low - angle shows us the tree behind Tom , its branches still creaking in the wind . Crack crack - we hear two gunshots from inside the house . Tom stops momentarily in close shot , looking up , and then continues on out of frame .

OVER TOM'S SHOULDER
    We follow him as he walks into the building and slowly down the first - floor hall . The hallway is quiet excent for a light moaning wind . Beyond Tom we see the door to the first - floor apartment crack open a slit . Hissing :
    Voice
    Mr. Duchaisne.
    The door opens wider . Mrs. Zarpmas , wearing a housecoat , her gray hair down in braids , sticks her head out . There were shots . Tom looks up towards the staircase , then back at Mrs. Zarpas .
    Tom
    Go down to the drugstore. Call the police.
    She stares at him , nods . As she drapes on a raincoat :
    Mrs. Zarpas
    Yes, Mr. Duchaisne.
    Tom
    You better stay there til the officers arrive.
    Mrs. Zarpas
    Yes.
    She pauses . Will the cats be all right here ? Tom stares at her . Finally , he nods .
    Tom
    They'll be fine.
    Mrs. Zarpas returns his dazed nod , and shuffles away . So far , upstairs , all is quiet . PULLING TOM As he starts slowly towards the staircase . TOM 'S POV TRACKING FORWARD A small black object on the staircase - an upside - down fedora . Blood drips with a hollow rattle down onto a step , a couple steps above the hat . PULLING TOM He looks up . POV A head sticks through the balusters of the second story landing return . The body is on its back ; the head lolls back over the tip of the landing down towards the stair - case . Our climbing low angle shows us mostly the back of the head . The body 's far shoulder has knocked out a baluster whose splintered bottom juts down towards the stairs . PULLING TOM Still climbing , looking at the body . HIS POV Climbing and panning as we draw even with the head . It is Caspar . Blood has been expelled through his nostrils over his mouth and chin . His face is deep red . His eyes stare glassily at Tom . PULLING TOM As he reaches the top of the stairs and swings around to face along the landing . We hear a chuckle , close by . Wind is groaning through the hallway . POV In the middle foreground Caspar lies an the floor ; beyond him , Bernie leans against the doorframe in Tom 's open doorway , smiling , his arms folded over his chest . The balusters stretch away in a regular line , throwing vertical shadows upwards against the opposite wall .
    Bernie
    I get it. You set me up.
    Tom leans against the wall and looks morosely down at Caspar .
    Bernie
    Anything to avoid a little dirty work yourself, huh?
    Tom does n't answer . How 'd you know held get it and not me ? Or did n't you care ? Tom shrugs , still staring down at Caspar .
    Tom
    I figured you'd come early, and be looking for blood. He would n't, so you'd likely have the drop on him.
    Bernie takes his gun out of his overcoat packet and saunters over .
    Bernie
    You're a sonofabitch, Tom. I like the way you think. You're right, the bonehead never knew what hit him.
    He looks down at Caspar , unable to supress a smile . But if you knew I 'd come looking to kill you , how do you know I wo n't still ? Tom shrugs again .
    Tom
    Nothing in it for you, now. With him dead we got nothing on each other. Let me have the gun.
    Bernie
    Why?
    Tom jerks his head towards Caspar .
    Tom
    Pin this on Bluepoint. Neither of us wants him walking around after this.
    Bernie shakes his head .
    Bernie
    The cops'll be Leo's now. They wo n't care what they hang Bluepoint for.
    Tom shrugs again .
    Tom
    I guess that's so. If you do n't mind keeping the gun that killed Caspar. And Mink.
    He stoops down over Caspar 's body and starts feeling through Caspar 's pockets , looking for something . Why did Mink shoot Rug , anyway ? Bernie is walking towards him , emptying the bullets from his gun .
    Bernie
    I dunno, it was just a mix - up. Here.
    Tom looks back over his shoulder . Bernie hands him the gun , which Tom slips into his overcoat packet . So you 're gon na say Bluepoint did this ? As he goes back to the body :
    Tom
    Mink thought Rug was tailing him?
    He finds Caspar 's gun and sets it on the floor , but keeps looking .
    Bernie
    Yeah yeah, you know Mink. Hysterical. Skin full of hop, head full of bogeymen. Comes home crying one day, said he had to pop a guy, one of Bluepoint's spies.
    Tom
    Rug was following Verna, not Mink. Mink just happened to be with her.
    He has found a wallet and is thumbing through it .
    Bernie
    Yeah. Funny, ai n't it? But you know, Mink was terrified Bluepoint'd find out me and him were jungled up together.
    Tom has taken out the money , rifles it , and replaces the wallet .
    Tom
    And I'll bet you'd kept him plenty worried about that, to keep him under your thumb.
    Bernie
    Yeah, so what.
    Bernie is peering over Tom 's shoulder at the monev . Scratch , huh ? A little bonus ? Tom straightens up , Caspar 's gun in hand .
    Tom
    Why did Mink take Rug's hair?
    Bernie shrugs .
    Bernie
    Beats me, the kid was dizzy. Fifty - fifty on the dough? Or maybe I should get a little more, since I did the deed.
    Tom is stuffing the money into his pocket . Okay , you keep it . I want you to have it .
    Tom
    Bernie.
    He nods towards Caspar 's body . We ca n't hang this on Bluepoint .
    Bernie
    Huh? Why not?
    Tom
    Bluepoint's already dead, halfway ` cross town.
    Bernie 's smile is fading .
    Bernie
    What the hell are you talking about?
    Tom
    Bluepoint's dead. It's got ta be you. I mean hell, it's your gun.
    Alarm is beginning to rise :
    Bernie
    What is this! What the hell are you talking about!.
    He looks down at Caspar and then back at Tom . You took my gun ! Just your word against mine ! Tom pops the chamber of Caspar 's gun , glances in , and snaps it shut .
    Tom
    Not necessarily.
    Bernie 's eyes widen .
    Bernie
    Are you crazy! We're square! You said it yourself! We got nothing on each other!
    Tom
    Yup.
    Bernie fights against hysteria :
    Bernie
    So what's in it for you?! There's no angle! You ca n't just shoot me, like that!
    He sinks to his knees , his voice rising . Jesus Christ ! It do n't make sense ! Tommy ! Look in your heart !
    Tom
    What heart.
    BANG - Bernie splays backwards from the knees , a bullet drilled neatly through his forehead . Tom drops the gun by Caspar 's body . Unpocketing Bernie 's gun , Tom goes over to his corpse and drops it there . We pan with Tom 's legs to bring his doorway into view as he walks into his apartment , to the window chair in the background , and sits with his back to us . The windows show daylight breaking . Far away a clock strikes the quarter hour . Tom is picking up the phone and dialing . Waiting for an answer , he reaches over to turn off the feeble yellow lamp burning chairside . As we start to FADE OUT , we can hear Tom talking into the phone :
    Tom
    Tony? Tom. Tell Lazarre I've got his money. Yeah, all of it. And I want to place a bet on tonight's fight.
    A BEAT OF BLACK

CUT TO: THE HALLWAY
    Of Leo 's club , leading to his office . We are tracking over Tom 's shoulder as he walks down the hall , led by Dead Terry .
    Terry
    They set you up downstairs?
    Tom
    How's that?
    Terry
    Hootch? Whatever?
    Tom gestures with the drink he is carrying . Its ice cubes clink . Well thanks for coming , Tom . Leo 's real anxious to see you .
    Tom
    Yeah. I happened to be near.
    We can hear muffled bellowing coming from Leo 's office , growing louder as we approach . Terry seems embarassed :
    Terry
    Actually. this might not be the best time.
    They have pulled up in front of the closed door to Leo 's office . Leo 's bellowing , inside , abates for a moment . We can hear another voice , muffled so that we do n't hear words , but only the voice 's plaintive quality . Leo 's bellowing cuts it short .
    Tom
    Who's he got in there?
    Terry
    O'Gar and the mayor.
    As he leaves frame :
    Tom
    I'll try again.
    Terry calls after him :
    Terry
    I'll tell him you stopped by.

DOWNSTATRS
    Pulling Tom as he walks across the gambling floor , drink still in hand . Behind him we can see workmen busily repairing the damage done to the club in the police raid . Halfway across the floor Tom stiffens and slows , seeing something . Verna is entering the club . The two meet .
    Tom
    ` Lo, Verna.
    Verna
    See Leo?
    They both lean against a counterstop and look out at the floor .
    Tom
    He was busy.
    Verna
    You should see him. He has something to tell you.
    Tom
    Maybe I'll run into him.
    Verna
    Bernie's funeral is tomorrow. You could stop by.
    Tom
    Maybe.
    Verna
    Leo has something to tell you.
    Tom
    So you said.
    There is a silent beat . Verna scowls .
    Verna
    Tell me something, Tom. Why did n't you tell me what was going on? I thought he was dead, and you never -
    Tom
    There was no point in telling you. It could only have queered things if it had gotten out -
    Verna
    Jesus, Tom! You do n't just talk to people for the play it gives you or does n't give you! I suffered, you no - heart son of a bitch!
    Tom lets this drift . Verna tries to compose herself . I 'm sorry . It 's just that things might 've been different . With us . If I 'd known that you had n't . done anything to him .
    Tom
    You know now.
    Verna looks at him intently .
    Verna
    What happened that night?
    Tom still looks at her evenly .
    Tom
    I went to a bar. Passed out. When I got back to my place they were both dead.
    Verna studies him .
    Verna
    Passed out, huh?
    Tom
    Yeah.
    She looks at him a beat more , then out at the floor .
    Verna
    It's funny. I've never even seen you sleep - though you told me once about a dream you had.
    Tom
    Maybe I lied.
    WHAP ! Verna slaps him hard . His head rocks under the blow .
    Verna
    You've never been straight with me about any - thing! You are a sonofabitch!
    She stalks off . Tom watches her go . He raises the drink and rolls it across his slapped cheek . The ice cubes clink .

CEMETARY
    An small old marble orchard set on a hilltop cleared against the woods . Stars of David adorn the headstones ; in the foreground Bernie 's funeral is ending . Present is a rabbi , just finishing the chanting of the liturgy , Verna , and Leo . In the background , on the road at the foot of the hill , Tom is emerging from a taxi . It rolls away as he starts up the hill . Just as he arrives , Leo and Verna turn to leave . Tom takes in the scene .
    Tom
    Big turnout.
    Verna
    Drop dead.
    She stalks off , leaving Leo and Tom alone . Leo takes off his yarmulke and fiddles with it uncomfortably . The two men start walking .
    Leo
    She's under a lot of strain.
    Tom
    Well, at least she did n't hit me.
    Leo chuckles . They walk on .
    Leo
    Tommy, I'm glad you came.
    Tom
    She's taking the car.
    Leo
    Huh?
    Leo looks up . Verna is getting into the elegant black touring - car that waits at the bottom of the hill . It pulls away . Leo looks at Tom . I guess we 're walking .
    Tom
    I guess we are.
    They walk in silence for a beat .
    Leo
    We're getting married.
    Tom stiffens . He brings out :
    Tom
    Congratulations, Leo.
    Leo too is uncomfortable .
    Leo
    The funny thing is. She asked me. To tie the knot. I guess you're not supposed to say that.
    Tom
    It does n't matter. Congratulations.
    Leo
    Thanks. Hell, Tom! Why did n't you tell me what you were up to?! I thought you'd really gone over - not that I did n't deserve it. But you could have told me.
    Tom
    Telling you could only've queered things if it had.
    Tom cuts himself off and walks in silence for a moment . There just was n't any point . Leo wants to be encouraging . He nods .
    Leo
    I can see that. Well. It was a smart play, all around. I guess you know I'm grateful.
    Tom
    No need.
    Leo is grinning again .
    Leo
    I guess you picked that fight with me just to tuck yourself in with Caspar.
    Tom
    I dunno. Do you always know why you do things, Leo?
    Leo greets this with a puzzled Smile .
    Leo
    Course I do.
    He nods to himself . It was a smart play . They walk on .
    Tom
    You'll do fine.
    Leo stops , grabs Tom 's arm , and the words come cut in a rush :
    Leo
    Jesus, Tom! I'd give anything if you'd work for me again! I know I've made some bonehead plays! I know I can be pig - headed but, damnit, so can you! I need your help, and things can be like they were, I know it! I just know it! As for you and Verna - well I understand, you're both young, and - well, damnit, Tom, I forgive you!
    Tom instantly bristles . For the first time , his tone is sharp :
    Tom
    I did n't ask for that and I do n't want it.
    The two men stare at each other - Tom 's look angry ; Leo 's , distraught . Tom 's look softens . Goodbye , Leo . Leo still stares at him , waiting for something else . When nothing is forthcoming he turns and walks away . Tom watches him go . He unpockets a flask and raises it to his lips . Behind him a tree soughs in the wind . FADE OUT

Summary: Tom Reagan is the right-hand man for Leo O'Bannon, an Irish mobster and political boss who runs a U.S. city during Prohibition. When Leo's rival, the Italian gangster Johnny Caspar, announces his intent to kill bookie Bernie Bernbaum, Leo goes against Tom's advice and extends his protection to Bernie, who is the brother of Verna, who has begun a relationship with Leo – while also carrying on an affair with Tom. Tom tries everything he can to convince Leo to give Bernie up to Caspar to prevent a war; he attempts to convince Leo that Verna is playing him to protect her brother but Leo will not be swayed. After an assassination attempt on Leo, Tom reveals his affair with Verna to Leo to prove that she is dishonest. Leo beats Tom and turns his back on both of them. Tom then approaches Caspar looking for work and Caspar commands him to kill Bernie in the woods at Miller's Crossing to prove his loyalty. Bernie pleads with Tom to spare him, saying "Look in your heart". Tom fires his gun to fake the killing and tells Bernie to run and hide. Caspar assumes Leo's position as boss of the city, controlling the police and using them to destroy Leo's operations. Tom begins sowing discord between Caspar and his trusted enforcer, the brutal Eddie "the Dane" Dane. Upon finding that his men didn't actually see Tom kill Bernie, Dane takes Tom back to Miller's Crossing to see if Bernie's body is there. Tom nearly cracks as they approach the location but they find a body that had been shot in the face and disfigured by birds. Unknown to Tom, Bernie returned to town and killed Mink who was Bernie's lover, and placed the body where his should have been. Bernie holds this over Tom's head and tries to blackmail Tom into killing Caspar. Tom uses Mink's unknown whereabouts to convince Caspar that Eddie Dane has betrayed him. Dane denies it and Caspar has to decide whom he believes, and whom he will kill. In a rage, he beats Eddie Dane before shooting him in the head. Tom then arranges a meeting with Bernie but sends Caspar instead on the pretext that he will be meeting Mink. Bernie arrives before Caspar and kills him. Tom arrives and tricks Bernie into giving up his gun, saying they can blame Eddie Dane, then reveals that Dane is dead and that he intends to kill Bernie in retribution for blackmailing him. Bernie again begs for mercy, saying "Look in your heart" but Tom asks "What heart?" and shoots him. With Caspar and Eddie Dane dead, Leo resumes his post as boss. Verna has won her way back into Leo's good graces and she reacts coldly to Tom. On the day Bernie is buried, Leo announces that Verna has proposed to him and offers Tom his job back. Tom refuses and stays behind, watching as Leo departs.