Media/Movie Scripts/Other/Getaway, The (1972)

THE GETAWAY

by Walter Hill

This screenplay is dedicated to Raoul Walsh

Based on the novel

by

Jim Thompson

FINAL REVISED SHOOTING SCRIPT

February 23 1972

NOTE: SCENE NUMBERS AND "OMITTED" SLUGS WERE REMOVED FROM
THIS COPY.



                                                       FADE IN:

CARD OVER: SANDERSON PRISON

EXT. PRISON YARD - TITLES OVER - DAY

DOC McCOY IS BEING WALKED ACROSS THE COMPOUND BY A UNIFORMED
GUARD, carrying a riot gun. Other Prisoners around the yard
turn and stare as the two men head for the main building.

INT. PRISON CORRIDOR

DOC WALKS DOWN THE BLEAK HALLWAY: A BLACK PRISONER PASSES Doc
in the corridor, they slap hands... the Guard remains at his
shoulder. Near the end of the passage another Guard clangs
open a barred door and allows Doc and the First Guard to
enter the room where he stands sentry.

INT. HEARING ROOM - DAY

A LONG TABLE HAS BEEN SET UP AT THE HEAD OF THE ROOM, several
Prison Officials and Parol Board Members are seated facing
the length of the room.

Seated at one end of the table is an Irish looking Man;
floridly handsome and a bit overweight, his red hair is
beginning to grey. The Nameplate in front of him reads J.
BEYNON.

Doc enters the room and seats himself near two other
PRISONERS, the GUARD stands back against the wall.



                                                 (CONTINUED)

                                                             2.
CONTINUED:


Another table has been set up; this one near the seated
Prisoners, for their LEGAL COUNSELS -- SEVERAL LAWYERS
examine papers before them, waiting for the hearing to begin.

A MAN at the center of the large table clears his throat,
then begins to speak.

                    CHAIRMAN
          I think we can begin... First parole
          request Carter "Doc" McCoy... is legal
          counsel present?

A MAN rises from behind the lawyers' table.

                    LAWYER
          Yes. Eugene Stewart representing Mr.
          McCoy.

                    DOC
          watching... taking it all in.

AT THE TABLE

The Man checks the papers before him.

                    CHAIRMAN
              (his voice a bored drone)
          Carter McCoy, one to five years sentence
          for armed robbery, first offense in the
          State of Texas, wanted by the State of
          Ohio for assault with a deadly weapon and
          armed robbery...

                    LAWYER
          The State of Ohio has waved jurisdiction,
          Mr. Chairman. They no longer seek Mr.
          McCoy in connection with that case.

                    CHAIRMAN
              (adjusting his papers)
          That is correct. Very well. Mr. McCoy has
          served four years of his sentence. Prison
          record satisfactory. Applied for parole
          on September 5th of this year...

The Chairman lowers the paper, looks across to the lawyer.

                    CHAIRMAN (CONT'D)
              (continuing)
          Remarks?




                                                   (CONTINUED)

                                                           3.
CONTINUED:


                    LAWYER
          We would only again like to call the
          committee's attention to Mr. McCoy's
          satisfactory behavior as a prisoner.

                    CHAIRMAN
          Notice is taken.

He looks down the table at the dark-suited men.

                    CHAIRMAN (CONT'D)
              (continuing)
          The Board met in closed chambers last
          week... have you reached a decision
          regarding Mr. McCoy's request for parole?

                    DOC
          His face is taut.

AT THE TABLE

A Second MAN looks across to the Chairman.

                    SECOND MAN
              (seated near Beynon)
          Request for parole is denied. The
          prisoner may re-apply in one calendar
          year.

                    DOC
          lowers his eyes, then looks up at his
          lawyer. The lawyer avoids Doc's glance.,
          he shuffles the papers in front of him,
          begins stuffing them into his briefcase.

AT THE TABLE THE CHAIRMAN FLIPS HIS PAPERS TO A NEW PAGE

                    CHAIRMAN
              (still totally without emotion)
          Very well. The next request for parole is
          from John Doty. Is legal counsel present?

                    VOICE (O.S.)
          Yes.

                    CHAIRMAN
          Mr. Doty is serving five to twelve years
          for embezzlement of corporate funds.

DOC'S JAW TIGHTENS... HE AGAIN LOOKS AT THE FLOOR

DOC PLAYING CHESS WITH AN OLD CON IN A BLEAK WORK ROOM -
torn, magazines, beaten up radio, butt cans filled with sand.

                                                              4.



EXT. PRISON GATE - ANGLES

DOC AND OTHER PRISONERS RUN OUT OF THE GATE LEADING TO the
tractor driven carts that will take them to their work area.

EXT. EDGE OF FOREST

DOC AND WORK PARTY HAVE ALREADY ARRIVED AT THE FOREST and
begin to cut, file and burn brush. They are always guarded by
guards, some on horseback.

EXT. PRISON COMPOUND - DAY

DOC LEANS AGAINST A WIRE FENCE CHEWING ON AN OVEN match, he
watches the other prisoners aimlessly wander around the
exercise yard.

INT. PRISON COMMISSARY - DAY

DOC IS STANDING IN LINE WITH THE OTHER PRISONERS, starchy
puddles of food are being ladled out onto the metal trays...

INT. PRISON TOILETS - DAY

DOC WORKING WITH SEVERAL PRISONERS, ALL OF THEM ON THEIR
HANDS AND KNEES, cleaning a long line of open, filthy
toilets... a Guard stands nearby.

DOC SHOWERING IN AN OPEN STALL WITH TWENTY MEN

coarse soap and brownish yellow water... Doc has an American
Eagle tattooed on one shoulder.

A SENTRY TOWER - DUSK

A GUARD LOOKS OUT OVER THE EMPTY EXERCISE YARD... buildings
containing bleak cell blocks stand beyond the open compound.

INT. CELL BLOCK - NIGHT

A WARDER JANGLES HIS KEY RING AS HE PASSES BY THE IRON doored
cells.

INT. TEXTILE MILL - A SERIES OF ANGLES - DAY

DOC AND OTHERS WORKING. THE NOISE OF MACHINERY IS deafening.
The clatter of the constantly working parts is maddening.

INT. CELL - NIGHT

DOC LIES ACROSS A SMALL COT WITHIN HIS SHADOW-CROSSED cell.
He works carefully at a toothpick suspension bridge. Doc
glues the final pieces into place...

                                                 (CONTINUED)

                                                              5.
CONTINUED:


Around the cubicle his personal effects can be seen, a
picture of an attractive woman, several battered paperbacks.

Doc continues looking at the bridge... then suddenly begins
smashing it to pieces with his right fist.

INT. PRISON - VISITING BUNGALOW - DAY

DOC IS SEATED... WAITING. CAROL enters the darkened room and
seats herself opposite Doc. They are separated by a wide
table and net of wire meshing that springs upward from mid-
point between them.

                    CAROL
              (big smile, she wants the
               moment to be an upper)
          Hello, Doc.

He simply stares back at her. Carol's finely honed features
compliment a face that at first glance is pretty,at a second
glance shows willful strength. Doc continues looking at
Carol.

                       CAROL (CONT'D)
          I'm sorry.

Doc is silent.

                    CAROL (CONT'D)
          It's been raining a lot the last few
          days.

Doc is silent.

                    CAROL (CONT'D)
          We'll try again.

                    DOC
          No way. I've got to get out now.

Get to Beynon, tell him I'm for sale. His price.

She looks at him.

                       DOC (CONT'D)
          Do it now.

She hesitates, tries to touch him through the mesh. Gets up
and leaves. Doc remains unmoving.

EXT. COUNTRY COURTHOUSE - SAN MARCOS, TEXAS - DAY

                                                             6.



CAROL MOVES TO THE BACK OF THE LARGE BTJILDING AND UP A REAR
STAIRWAY TOWARD THE OVERHEAD OFFICE.

INT. COURTHOUSE

CAROL ENTERS A LEGAL OFFICE, WEARING A SOFT BILLOWY dress.
She looks very good.

A middle aged SECRETARY looks up at Carol. A short balding
man (THE ACCOUNTANT) in his forties works at a large desk
across the room from the Secretary. He seems totally occupied
with his bookwork.

NEAR THE ACCOUNTANT THREE MEN ARE SEATED ON A DAVENPORT

They are dressed casually; by the look of them they might be
anything at all but all three have commonality; they are
professionals.

HAYHOE - Thirty years old, buck teeth and blue eyes, a bitter
ender.

CULLY - Well padded strength, large hands and wrists that pop
out of his buttoned shirtsleeves...

SWAIN - a little older and a little smarter than the other
two, his narrow features allow no warmth.

                                              AFTER A MOMENT:

SECRETARY Yes?

                    CAROL
          I want to see Jack Beynon.

The Accountant nods to the Secretary, she points Carol
towards a door leading to an inner office.

                    SECRETARY
          Go right in, Mrs. McCoy.

DOC AND CAROL - PACES, PARTS OP BODIES, EMPHASIS ON HANDS, in
bed... his hand touching the soft white skin beneath her
stomach.

BACK WITHIN THE OFFICE THE THREE MEN LOOK AFTER CAROL

                    CULLY
          Class - regular?

                    SWAIN
          No. Doc McCoy's old lady.


                                                 (CONTINUED)

                                                              7.
CONTINUED:


Cully looks startled.

                    CULLY
          Jesus. Carol Ainsley?

                    SWAIN
          The very same.

                    CULLY
          The Doctor took out McGovern for her.

                    SWAIN
          She only rides winning - Class easy
          class.

                       ACCOUNTANT
          Shut up.

INT. BEYNON'S OFFICE

CAROL ENTERS.

A WOMAN'S LIPS - FLASH CUT

pressed against a man's neck. She kisses, then bites a tiny
portion of skin.

BACK TO BEYNON'S OFFICE. HE IS POURING A DRINK.

                    BEYNON
          How are you, Mrs. McCoy?

CAROL APPROACHES BEYNON'S DESK WITH A NERVOUSLY

DETERMINED STRIDE

                    CAROL
          Ready to talk about my husband, Mr.
          Beynon.

                     BEYNON
          So the good Doctor comes up again.
              (then)
          Please sit down.

                    CAROL
          He's asked me to come and see you.

Beynon looks at her... then lets their eyes meet.

                    BEYNON
              (handing her a drink)
          Why? Can I help?

                                                    (CONTINUED)

                                                              8.
CONTINUED:


                    CAROL
          Yes, I think you can.

A MAN'S FINGERS STARING AT THE ANKLET ON THE WOMAN'S LEG then
drawing an imaginary line upward... a woman's hand wearing a
wedding ring comes up to meet it.

INT. SANDERSON PRISON OFFICE CORRIDOR - DAY

A UNIFORMED GUARD LEADS DOC DOWN THE HALLWAY, they turn a
corner and go into a small private room, Doc is now dressed
in civilian clothes.

Doc catches sight of himself in a small mirror. He stops
looking uncertainly at the image... and then moves on with
the guard.

EXT. PRISON - DAY

DOC EXITS THE PRISON AND STANDS WAITING NEAR THE AUTO GATE.
He looks down the two-lane blacktop road that runs along the
edge of the penitentiary... Doc turns, looks again at the
prison... four years is a long time.

A dark Caddy is parked down the road.

INT. CADDY - DAY

THE ACCOUNTANT OR SWAIN SITS BEHIND THE WHEEL. He stares at
Doc. Doc crosses to him.

                    ACCOUNTANT
          Mr. Beynon will see you the day after
          tomorrow 12:30 at the River Walk.

He gestures and drives away.

                                                  DISSOLVE TO:

DOC IS STILL WAITING

He leans against a low stone wall that lines the entrance
way... The duffel bag rests beside him.

A late model Ford approaches, stops near Doc... the passenger
side door opens from the inside... Carol is driving... Doc
and Carol look at one another, their eyes holding several
moments.

INT. FORD - DAY

                                                              9.



BOTH CAROL AND DOC ARE VERY TENSE.

                     CAROL
           Hello, Doc.

                        DOC
           Hi.

                        CAROL
           You okay?

                      DOC
                (big smile)
           I'm a lot better off than I was an hour
           ago.

They look at each other for a moment. Carol leans forward...
Doc, inhibited by the closeness of the prison walls, kisses
her lightly, but with affection...

                     CAROL
           You want to drive?

                     DOC
           My license expired, let's get out of
           here.

                        CAROL
           Sure...

She starts the car, slips it into gear.

EXT. HIGHWAY

THE FORD MOVES ALONG THE DESERTED ROADSIDE, crossing the
border and passing into the State of Texas.

INT. THE FORD

DOC ALTERNATELY STARES AT THE PASSING SCENERY, THEN BACK to
Carol.

                     CAROL
           I'm sorry I was late... I got my hair
           done... the girl was slow.

                     DOC
           It looks fine.

A pause.

                        CAROL
           Feel good?

                                                     (CONTINUED)

                                                            10.
CONTINUED:


                    DOC
          Yeah.

                    CAROL
          Where do you want to go?

                    DOC
          I want to take a walk.

He smiles, then reaches over and gently touches a strand of
Carol's hair.

EXT. RIVER - GRASSY BANK - SERIES OP ANGLES - DAY

THEY PARK THE CAR AND EXIT. DOC MOVES A LITTLE AHEAD OF
Carol. He sits on the bank watching the kids play.

YOUNG BOYS SWING ON A ROPE THAT HANGS OVER THE PALLS

COLLEGE KIDS, SOME ARE SWIMMING, SOME STUDYING, SOME just
grooving.

AN OLDER COUPLE SIT ON THE BANK, THEIR FEET IN THE WATER

CAROL SITS DOWN NOT TOO CLOSE. DOC IS SILENT FOR LONG
moments. Carol starts to speak but doesn't. He is
preoccupied, lost in his own thoughts.

Finally he stands, looking down at her. He slowly takes off
his coat, folds it, lays it on the grass, then turns and
starts walking towards a tree.

Suddenly he takes off his shoes, breaks into a run and dives
for the rope.

CAROL IS ALREADY ON HER FEET, HER SWEATER OFF, SHOES kicked
aside, she runs after him and hits the water with an awkward
splash. She is a brief second behind him.

THEY COME UP TOGETHER, AND HE LAUGHS WITH THE PURE JOY of
being free and alive. She joins him, in his laughter and with
their arms around each other, they turn as they are swept
down stream.

INT. EL OSO CONDOMINIUM - NIGHT

THROUGH AN OPEN WINDOW A PORTION OF THE EXTERIOR BUILDING CAN
BE SEEN... The interior is cozy and Carol. Carol has lived
here almost two years. On the wall there is a poster (which
will be on the wall of every room that they stay in from now
on).



                                                    (CONTINUED)

                                                           11.
CONTINUED:


Around the room are drying clothes. Carol is ironing with a
steam iron.

Doc is sitting at a table with a Colt .45 in front of him and
a .32 automatic. He is field stripping. There is a bowl of
peaches on the table.

                    DOC
              (pointing to the poster)
          It doesn't look like that.

                    CAROL
          What do you mean? You've never been
          there.

                    DOC
          I've been there every day for the last
          four years.

She crosses to him and gives him a hug, then returns to her
ironing.

                    DOC (CONT'D)
          What's Beynon got set up?

                    CAROL
          Small town, small bank, big money.

She holds up some 11 by 14 photographs in front of him.

                    DOC
          Where did you get those?

                    CAROL
          I've been doing my homework.

                    DOC
          Just like old times?

                    CAROL
          Better than old times.

                    DOC
          I hope so. I am not looking forward to
          another stretch.

                    CAROL
          I made a mistake. I'll never make another
          one.

                    DOC
              (after a moment)
          Where did you get them developed?

                                                   (CONTINUED)

                                                            12.
CONTINUED: (2)


                    CAROL
          Assumed name... Houston.

                    DOC
          Good.

RAFTER A MOMENT)

How much is the score?

                    CAROL
          Half a million.

                    DOC
          That Beynon's got a long arm.

                    CAROL
              (after a moment)
          What do you want for dinner?

                    DOC
          Whisky and a peach.

She laughs softly, and goes to a cupboard and takes out four
bottles of whisky, four glasses and a bowl of ice. Doc smiles
at her and begins sampling.

                    CAROL
              (as Doc eats a peach with a
               sharp knife)
          How does it taste?

                    DOC
          Just the way I remembered.

Doc reaches across the table and touches her hand gently.

                    DOC (CONT'D)
          You been okay?

                    CAROL
          Pretty good... Made a quick trip to
          Oregon, saw my brother and the kids.
          Figured it would be my last chance,
          unless they wanted to travel.

                    DOC
          How's Estelle?

                    CAROL
          Fatter... some things never change.



                                                 (CONTINUED)

                                                            13.
CONTINUED:


                    DOC
          Boring.

                    CAROL
          Nothing's been boring since you found me.

                    DOC
              (carefully)
          That's not all of it.

                    CAROL
          No. It's been a long time.

A pause. He continues stroking her arm.

                    DOC
          You go out much?

                    CAROL
          After four years and now the question
          comes up.

                    DOC
          Couldn't handle it then. Now I can.

                    CAROL
              (with warmth and a smile)
          I'm still here, Doc.

He stands, kisses her gently. She stands and they move toward
the stairs.

INT. BEDROOM

THEY ENTER THE BEDROOM AND SIT SIDE BY SIDE ON THE DOUBLE
bed. They both sit rigidly. Doc's eyes are on Carol, she
stares vacantly expectant.

Doc begins to unbutton her blouse, it comes undone with
agonizing slowness... Carol pulls her shoulders back helping
Doc drop the garment down to her waist.

Doc hesitates, then carefully touches her shoulder... her
hair... he kisses her... Doc gently eases himself away from
Carol.

                    DOC
              (he is very tight)
          Oh Christ...

He again moves close... Doc reaches around to unsnap her bra
as Carol places both of her arms around him, holding him
tightly...

                                                  (CONTINUED)

                                                            14.
CONTINUED:

Doc unsnaps the top fastener, the second one catches, remains
unyielding... He closes his eyes for a second... The pressure
of the moment is again too intense for Doc. Once more he
pulls gently away from her. Carol looks at him, her eyes very
reassuring.

                    DOC (CONT'D)
              (continuing)
          I guess I'm kind of...

                    CAROL
          It's all right.

                    DOC
              (explaining the obvious)
          It's just been a while.

                    CAROL
          We've got time. We've got a lot of time.
          I can help you.

She stands, begins to remove her skirt.

                    DOC
          Wait... give me a minute.

                    CAROL
          Sure.

She sits beside him again, takes his hand in hers...

                    DOC
          I'll be okay.

                    CAROL
          Listen, I'm just as nervous as you are.

                    DOC
          Really?

                    CAROL
          Really.

They look at one another. A pause. He kisses her; their
embrace pulls them back across the bed.

                    CAROL (CONT'D)
              (continuing)
          Let me make you feel good, Doctor.

But she has little chance as he begins to make love to her.

                                                    DISSOLVE TO:

                                                             15.



A DIFFERENT ANGLE

DOC AND CAROL ARE LYING IN BED.

                    CAROL
          How was it?

                    DOC
          Better than I remembered.

INT. KITCHEN - MORNING

DOC WEARING A ROBE IS COOKING EGGS AND DRINKING WHISKY. Carol
enters.

                    CAROL
          I was going to fix you breakfast.

                    DOC
          You were asleep.

                    CAROL
          I bought you a lot of new things.

She exits and returns with some clothes. He looks at them.

                    DOC
          Yeah, well, I think I'll stick with what
          I've got.

                    CAROL
          Suit yourself.

They start eating.

                    DOC
          How much does Beynon get?

A pause. Carol looks directly at Doc.

                    CAROL
          $250,000 right off the top.

                    DOC
          Is he straight?

                    CAROL
          You got the parole, didn't you?

He picks up a fork and looks through it, as if it is prison
bars. She takes his hand and gently takes the fork from him.



                                                 (CONTINUED)

                                                          16.
CONTINUED:


                     DOC
          Thanks again.
              (then)
          I 'm glad you waited.

                    CAROL
              (simply)
          I couldn't have... much longer.

                    DOC
          Yeah... I know.

                    CAROL
          But I got you out. Didn't I, Doc. I did
          it. I got you out.

Carol begins to laugh softly.

                    DOC
          Why are you laughing?

                    CAROL
          I laugh when I feel happy. Sometimes just
          thinking of you made me laugh. I had a
          lot of that. And other times that wasn't
          enough. I had a lot of that too. I know
          you find it hard to believe, I'm happy
          just loving you.

                    DOC
          That doesn't hurt.

                    CAROL
          But sometimes I cried a lot too.

                    DOC
              (trying to smile)
          I didn't. I just waited.

                    CAROL
              (deeply moved)
          Want to cry now?

Doc smiling, still holding her hand, leads her from the
table.

THEY CAN'T KEEP THEIR HANDS OFF EACH OTHER AND LAUGHING with
complete release they half carry each other into the bedroom.

EXT. RIVER WALK CANAL - SAN ANTONIO - DAY

                                                              17.



BEYNON IS IN THE BOAT. LUNCH HAS BEEN SET. DOC COMES ABOARD.

                      DOC
            You gotta be kidding.

                      BEYNON
            Not at all, just a pleasant way to have
            lunch.

Doc sits.

Pedal boats cut through the water in the background.

                      BEYNON (CONT'D)
            Glad to see you in civilian clothes.

The Accountant and Swain are with Beynon in the boat. Apart
from them two pedal boats come up behind Beynon's boat. Cully
and Hayhoe are in one, and two other men are pedalling along
in a boat numbered 13.

                      DOC
            All it takes is a long arm.

                      BEYNON
            Hard to judge how these things happen.
            The Parole Board almost never reverses
            their decisions.

                      DOC
                (sarcastic)
            I guess it was because I was a model
            prisoner.

                      BEYNON
            This is the only time you and I meet in
            public. Any business with me, handle it
            with him...

Beynon nods toward the Accountant. He then turns and gestures
toward the other two men.

                      BEYNON (CONT'D)
                (continuing)
            You're back with your own people now. Got
            you some professionals.

                      DOC
                (flat, hard)
            I get my own help.




                                                      (CONTINUED)

                                                             18.
CONTINUED:


                    BEYNON
              (quiet strength)
          You run the job, but I run the show. You
          got two weeks to set it up.

It's not a big bank but it handles cash deposits for an oil
company... half a million... it's a family thing, the brother
of the bank director is on the board of directors at Con-Sol
Oil... Beacon City.

Beynon nods to the two men and they immediately begin to
approach in their paddle boat.

RUDY BUTLER -- hard eyes and an easy smile; obviously a heavy
gun...

PRANK JACKSON -- young, mid-twenties, ruddy face and blond
hair; a small man with blank, insensitive features.

                    DOC
              (nods to Cully, Swain and
               Hayhoe)
          What about them?

                    BEYNON
          They're mine. The one with the moustache
          is my brother. They stay out of it. We
          stay clean.

As the two men arrive...

                    BEYNON (CONT'D)
              (continuing)
          Rudy Butler, Frank Jackson...

                    DOC
              (to Rudy)
          I heard about you. You work with Miller.

                    RUDY
          You're out of touch. Cops blew him up.

                     DOC
          Where?

                     RUDY
          Chicago.

                    DOC
          You were with him?

                    RUDY
          Yeah. I got out.

                                                   (CONTINUED)

                                                             19.
CONTINUED: (2)


                    DOC
              (to Jackson)
          What about you?

                    JACKSON
          I was backup man on a payroll job.
              (as Doc looks hard at him)
          I hit some liquor stores... I drive good.

                     RUDY
          I drive.

                    DOC
          Sure,
              (to Beynon)
          You're working on the passports...
              (as Beynon nods)
          ... and visas?

                    BEYNON
          They will be ready. You guys do your job.

                    DOC
              (irritated)
          I'll take care of my end.

                    BEYNON
              (big smile)
          Stay clean.

INT. HOTEL ROOM BEACON CITY - DAY

THREE TRIPODS HAVE BEEN SET UP NEAR THE HEAVILY CURTAINED
window. On two of them huge sets of binoculars have been
racked into place, beside them on a tripod is a lectern with
notepad and pencil... Doc and Carol peer through the
binoculars then write several notations on the paper.

Both Doc and Carol drink coffee from paper cups... the
residue of dinners served on hotel trays lie about the room.
Doc and Carol share a sandwich as they work.

INT. BANK OP BEACON CITY - BINOCULARS' POV THROUGH BANK
WINDOWS

THE BANK CARRIES ON ITS NORMAL MID-DAY ACTIVITY. A Guard
enters the building quickly followed by the bank President.

BACK IN THE HOTEL ROOM CAROL AND DOC CONTINUE TO EAT WHILE
making further notations.

                                                             20.



INT. BEACON CITY BANK - ANOTHER DAY

CAROL WEARING INCONSPICUOUS WARDROBE STANDS QUIETLY IN LINE
before a teller's window.

As she reaches the window:

                    CAROL
          I'd like an application for a checking
          account.

She gets it, moves to:

A TABLE. CAROL MAKES OUT THE APPLICATION AS SHE COOLLY AND
unobtrusively eyes the bank.

INT. BEACON CITY BANK - DAY 5^

DOC, WEARING HIS SUIT AND GLASSES, STANDING AT A TELLER'S
window. He moves to the head of the line.

He notices a TV camera and a wanted poster showing the faces
of wanted bank robbers.

                    DOC
              (with a smile)
          Could I get change for this fifty please?

His eyes alert and probing.

EXT. MAIN STREET BEACON CITY - ANGLES - DAY

DOC DROPS A LETTER INTO A CORNER MAIL BOX, THEN BUYS A PAPER
from a coin dispenser. His eyes find a Beacon City Policeman
idly talking to a citizen... a police car is near the
Officer, the driver's side door open... mounted on the dash
is a shotgun. Doc tucks the paper under his arm and moves off
down the street.

INT. COUNTY ENGINEER'S OFFICE - DAY

DOC WITH BRIEFCASE IS TALKING TO A CIVIL ENGINEER. They both
study the detail map of a city sewage system...

INT. HARDWARE STORE - BEACON CITY - DAY

JACKSON PURCHASES A LARGE PAIR OF WIRE CUTTERS.

INT. BEACON CITY HOTEL - DAY

CAROL CUTTING PIECES OF MATERIAL OUT OF SEVERAL WATCH CAPS
with a pair of scissors.

                                                            21.



EXT. USED CAR LOT - BEACON CITY - DAY

RUDY, RANCH DRESSED., IS BUYING A LARGE FLAT BED.

INT. HIGH WALLED ROOM - DAY

A LARGE ROOM WITHOUT WINDOWS. NEAR THE CENTER SITS A BIG
table piled with equipment, watch caps, several different
colored raincoats, a huge pair of wirecutters, road maps,
chemical containers and four sticks of dynamite, four visas
and two passports and several padded U.S. Army, super bullet
proof vests which are not vests at all, more a shield.

Rudy and Jackson stand near the table. Carol is seated. She
nervously runs her hand along the edge of one of the road
maps. Doc is holding one of the vests.

The wall behind the table is dominated by diagrams and maps,
and photos which show the interior of the Beacon City Bank,
the Bank vault, and several diagrams of the main street of
Beacon City, a Beacon City Police car, and a detailed
reproduction of the Beacon City main sewage system, including
electrical wiring, a detailed road map of the town and
various photos of a farmhouse and barn.

                    DOC
          ... Bank President, three tellers and one
          guard...

                    CAROL
              (cutting in)
          Usually on the right side as you go in.

                    DOC
          Nail him first, be careful he doesn't
          panic and want to shoot somebody. Local
          police have one car, a rover, shouldn't
          be in the vicinity at the time we hit
          unless it's answering an emergency
          call... if the cop car shows up remember
          it doesn't have any automatic weapons.
          Only a shotgun braced on the dashboard.
          Get into a tight spot, you'll be out of
          range at forty yards. Then they're down
          to their side guns.

                    CAROL
          For exits off Main Street.

                    DOC
          Should be light traffic that time of
          day... the Bank Guard carries a .38.
          These will stop an M.2 at fifty yards.

                                                    (CONTINUED)

                                                            22.
CONTINUED:


He throws the vest on the table.

                    DOC (CONT'D)
          Just in case someone gets a shot off.

                    RUDY
          I worked ten years without one, I don't
          need one now.

                    DOC
          Suit yourself.

                    RUDY
          Okay. How many bank exits?

                    DOC
          Two.

                    RUDY
          What about the vault?

                    DOC
          Chambers - Reilly. Time lock opens 20
          minutes before they start doing
          business...

                    RUDY
          Wire pull over?

                    DOC
          One-inch stuff on a three-number
          combination.

                    RUDY
          I'm good at that.

                    DOC
          I 'm handling the fine stuff. You're back
          up all the way...

                    RUDY
              (smile)
          Whatever you need.

To Rudy and Jackson, Doc points to the map and farmhouse
picture:

                    DOC
          Keep going over these. I don't want
          anybody getting lost.




                                                    (CONTINUED)

                                                          23.
CONTINUED: (2)


                    CAROL
              (holding two passports and four
               visas held together by a
               rubber band)
          If we are clean Gollie will take us over
          at Nogales. If we are hot we'll have to
          try Laughlin at El Paso.

She hands Doc the visas, as she puts the two passports in her
bag.

                     DOC
          I'll hang on to these. We don't need them
          till we get to Gollie«s. Okay. Any
          questions?

                    RUDY
          Aren't we going a little hard?

                    DOC
          What do you have in mind?

                    RUDY
          It's just a walk-in bank. You don't have
          to be Dillinger for this one.

                    DOC
              (a long look at Rudy)
          Dillinger got killed.

Jackson and Rudy begin to exit. The Accountant enters.

                    DOC (CONT'D)
              (to Accountant)
          Tell Beynon I want no mistakes.

I make four phone calls, his boys better pick up.

                    ACCOUNTANT
          I understand.

                    DOC
          Beynon has to be alone at the drop ...
          one car at the ranch and that's it. I
          won't have the money... she won't know
          where it is until I'm sure it's clear.

                    ACCOUNTANT
          He understands.

                    DOC
          Make sure everybody does.

                                                            24.



INT. BEACON HOTEL - NIGHT

DOC AND CAROL ARE GETTING READY FOR BED. It is the night
before the robbery. Carol stands looking in the mirror.

                    CAROL
          You know how I feel?

                    DOC
          My mind's not on guessing games.

Carol turns away from the mirror.

                    CAROL
          Promise you won't laugh.

                    DOC
              (shakes his head; smiles)
          If it's funny I'm going to laugh.

                    CAROL
          I feel like the night before the first
          day of school.

                      DOC
          That bad?

Carol laughs.

                    DOC (CONT'D)
          You promised not to laugh.

They both laugh. Long beat. Carol gets into bed. Doc is
already in bed.

                    CAROL
          It will be such a relief not to have to
          think about it any more.

                    DOC
          Waiting's hard. You never learn how.

                    CAROL
          You know I've actually gotten tired
          waiting sometimes... worn out waiting.

                    DOC
          At least you were outside.

                    CAROL
          It doesn!t make much difference where you
          are, if you're waiting, Doc.


                                                    (CONTINUED)

                                                          25.
CONTINUED:


                       DOC
          Bullshit.

                       CAROL
          I mean it.

                    DOC
          I know you do. But it is different.
              (before she can interrupt
               suddenly up a notch)
          It's different.
              (quieting down)
          We'll be all right tomorrow.

                    CAROL
          We are always going to be all right
          tomorrow. I'd like to be all right a few
          todays.

                    DOC
          We're going to have a lot of those,
              (easy, embracing her tightly)
          We're just going to get the money and
          then go all the way.

                    CAROL
              (smiling at him)
          ... and live happily ever after.

INT. VAN - A WATCH FACE - DAY

SWEEP SECOND HAND TURNING 8:35.

DOC'S HANDS - SETTING A BOMB-TIMING MECHANISM ATTACHED TO TWO
STICKS of dynamite, two tubes of Naptha, a lot of prima cord
and one small, dark percussion cap.

CAROL SITS BEHIND THE WHEEL OF THE GREY PANEL TRUCK as it
prowls smoothly down a brush-lined Central Texas road. Carol
drives calmly, professionally...

                    ANGLES
          DOC IS BEHIND CAROL, AT THE BACK OF THE
          VAN. He wears a jacket and watch cap. Doc
          is squatted down, quickly activating
          another timing mechanism, checking the
          clock-face on the bomb against his
          wristwatch... with a quick, dexterous
          movement, he places a bomb into the two
          large grocery bags at his feet. After
          burying the explosives within each sack,
          he covers the bombs with crumpled
          wastepaper.
                    (MORE)
                                                  (CONTINUED)

                                                            26.
CONTINUED:
                       ANGLES (CONT'D)
             The grocery bags are then gently shoved
             forward, resting against the wheel well
             of the truck.

As Doc looks at Carol...

INT. A '65 BUICK - RUDY

PARKED ALONG A SECLUDED PATHWAY, facing the highway which
lies a quarter of a mile away.

He has on a trench coat buttoned to the neck and his sailor's
watch cap... he stares at the highway.

THE PANEL TRUCK SLIDES BY...

EXT. HIGHWAY

A FULLY-LOADED HAY TRUCK RUMBLES DOWN THE ROAD .

INT. CAB - HAY TRUCK

JACKSON IS DRIVING, HE WEARS A DARK RAINCOAT AND WATCH CAP.

INT. BUICK

RUDY CHECKS HIS PISTOL. He shoves the pistol into the side
pocket of his raincoat. Rudy starts the engine... then slides
the car into gear...

EXT. MAIN STREET - BEACON CITY, TEXAS - DAY

A sleepy, traditional municipality...

A DAPPER GENTLEMAN IN HIS EARLY FIFTIES WALKS ALONG THE
SIDEWALK. He is the PRESIDENT of the First Bank of Beacon
City -- nodding to a few passersby, he stops at the front
door of the bank, knocks twice. A BANK GUARD opens the door
and the Bank President moves inside.

VISIBLE ON THE GLASS DOOR

sign that reads:

FIRST BANK OF BEACON CITY

Founded 1911 Hours: 9:00 AM to 2:00 PM Weekdays Only

INT. THE BANK

THE PRESIDENT SNAPS ON A BANK OF IRRIDESCENT LIGHTS. Several
TELLERS have begun setting up for the day's commerce...

                                                            27.



INT. PANEL TRUCK

DOC SHIFTS HIS POSITION SLIGHTLY, THEN   PULLS HIS .45 OUT from
beneath his jacket. Doc breaks out the   clip, examines it,
snaps it back to position. He replaces   the gun under his
jacket -- the gesture seemingly more a   mannerism than a
precaution.

A huge pair of tongs and the massive wire cutters rest on the
floor of the truck near Doc, along with a black leather
suitcase.

CAROL IN THE DRIVER'S SEAT, Beacon City appears on the
horizon through the windshield...

INT. BANK

THE PRESIDENT BEGINS TURNING THE COMBINATION on the massive
door as the vault begins to open...

RUDY - IN THE BUICK - DRIVING DOWN THE ROADWAY near the
outskirts of town. A Texas Highway Patrol car passes, moving
in the opposite direction...

JACKSON - IN THE HAY TRUCK - PULLS ON A PAIR OF BLACK GLOVES,
then checks his watch.

A WATCH FACE SHOWS THE TIME AT 8:56.

THE WATCH BELONGS TO DOC. He looks expectantly towards Carol.

THE PANEL TRUCK is now within the commercial district of
Beacon City. Rudy's Buick is visible a hundred yards behind.

THE HAY TRUCK drives off Main Street and into an open field
near a corner of the town.

Jackson jumps down out of the cab of the truck and crosses to
the sidewalk.

Rudy's Buick pulls over and Jackson gets into the passenger
seat. The Buick then cruises back out onto Main Street...

CAROL - IN THE VAN - APPROACHES AN INTERSECTION. Through the
truck's window a traffic signal appears.

RUDY PULLS THE BUICK OFF THE MAIN DRAG and onto a side
street. Another turn and he again moves parallel to the Main
Street...

                                                           28.



INT. BANK

THE BANK PRESIDENT LEAVES THE VAULT, allowing the heavy door
to stand open.

A LATTICE-WORK BARRIER made of wrought-iron is pulled across
the vault opening... the Bank President snaps the latch-lock
closed.

CAROL - IN THE PANEL TRUCK. She pulls the van carefully to a
stop at the intersection as the stoplight blinks red... She
turns her eyes back to Doc...

DOC, CATCHES HER LOOK, then instantly springs into action. He
reaches down, pulls a hatch-like cover up from the floor of
the truck, revealing the road below... a portion of a manhole
cover is visible.

                      DOC
                (barking the words)
            Two feet forward...

CAROL ROLLS THE TRUCK SLIGHTLY FORWARD

ON THE STREET - SEVERAL CARS can be seen moving up behind the
panel truck.

DOC GRABS THE TONGS, inserts the ends into the manhole cover
notches. He lifts the tongs and slides the manhole cover
forward. Doc drops down through the truck hatchway and into
open manhole, carrying the huge cutters with him. As he
disappears from sight...

98 RUDY DRIVING ON THE SIDE AVENUE, still moving parallel 98
to Main Street. The Buick is now geographically well forward
of the panel truck. Jackson stares at his watch.

                      JACKSON
            Now!

Rudy makes a sharp left. The car accelerates, its wheels
begin to quietly whine.

Main Street comes back into view...

CAROL WATCHING THE SIGNAL... still red...

A MAN IN A PONTIAC eases to a stop behind the panel truck. He
watches the signal.

DOC STANDING IN THE SEWER PIPE. He turns on a flashlight,
moves ahead. His feet slosh through the six-inch-high murky
water.

                                                 (CONTINUED)

                                                             29.
CONTINUED:

Doc shines the light on several ankle-thick conduit lines
that run along the sewer wall... He moves down the dark oval
corridor...

EXT. THE BANK

THE GUARD OPENS THE FRONT DOOR, allowing the morning PATRONS
to enter.

INT. THE BANK

THE PRESIDENT SMILES UPON SEEING THE CUSTOMERS. He looks over
to the wood-frame clock on the far wall.

THE CLOCK READS 9:00 EXACTLY

RUDY - IN THE BUICK - MAKES ANOTHER LEFT TURN, now back onto
Main Street.

THE BANK APPEARS A HALF-BLOCK AWAY through the car window.
Rudy and Jackson pull their watch caps down over their faces;
the holes cut into the caps are wide enough to recognize a
disparity between their features...

MAIN STREET - THE TRAFFIC SIGNAL has now blinked to green.

CAROL IS GRINDING AWAY AT THE DEAD ENGINE of the panel
truck...

THE MAN IN THE PONTIAC leans on his HORN... other cars behind
him begin to HONK.

CAROL LEANS OUT OF THE CAB OF THE PANEL TRUCK and gestures
for the cars to pass her. She again GRINDS away at the
engine.

DOC'S WATCH - SHOWING 9:01.

DOC STANDS AT A MASSIVE CONNECTING BOX where four 112 strands
of the conduit intersect. He puts the wire cutters to the
first conduit, grasps the insulated handles and with a
crunching POP, he cuts through the conduit with one bite. Doc
immediately starts on the next strand.

CAROL - ON MAIN STREET - trying to start the engine.

THE BUICK SLAMS TO A STOP IN FRONT OF THE BANK. Rudy Il4 and
Jackson pull open the car doors.

DOC CUTTING THE LAST AND LARGEST CONDUIT.

                                                             30.



INT. THE BANK

THE BANK GUARD is placing a local high school basketball
schedule and display into position.

SEVERAL PATRONS have formed small lines and are transacting
business with the Tellers.

The wall clock shows the time at 9:02.

RUDY AND JACKSON BURST THROUGH THE GLASS DOOR. They stand
shoulder to shoulder, guns extended the full length of their
arms. Beneath the mask Rudy's smile is visible.

THE BANK GUARD LOOKS UP PROM THE BASKETBALL DISPLAY. His eyes
widen... both guns are leveled directly at him...
simultaneously the lights go out...

THE BANK PRESIDENT DESPERATELY PUSHES THE ALARM BUTTON near
his desk. (INSERT: Button and bell.) Nothing happens.

CAROL - ON MAIN STREET - trying to start the engine.

INT. A DENTIST'S OFFICE

THE D.D.S. TORTURES A BALDING PATIENT with a drill. The
PATIENT groans, lifts one leg in the air from the pain.

When the power goes, the Dentist quizzically raises the drill
and examines it. The Patient pants in relief.

                    DENTIST
          Superior technology, my ass.

AN ELECTRIC WEATHER/TIME INDICATOR - above the town square...
as the bulbs dim...

DOC RUNNING DOWN THE SEWER; stopping at the manhole he
scrambles up the permanent ladderway, tossing his wire
cutters up into the truck parked over him.

CAROL - IN THE DRIVER'S SEAT - again she tries to start the
engine.

DOC PULLING HIMSELF BACK UP INTO THE VAN with a gymnastic
thrust he quickly slides the manhole cover with the tongs.

CAROL - the engine still won't start.

DOC DROPS THE HATCH DOOR back down into place on the floor of
the truck...



                                                 (CONTINUED)

                                                             31.
CONTINUED:


                       DOC
                 (snapping his look to Carol)
             Okay.

CAROL TURNS THE IGNITION SWITCH BACK ON...

CAROL - AS THE ENGINE ROARS TO LIFE she engages the
gearshift. The truck begins to move forward. Suddenly, the
motor does STALL.

DOC'S PACE TIGHTENS. The cars behind the van continue
HONKING.

CAROL - AGAIN GRINDING AWAY AT THE ENGINE. Her lips are
compressed into a thin line... After a moment... the motor
catches, the truck again moves forward.

DOC PICKS UP THE LARGE BLACK SUITCASE from the floor of the
panel truck, then begins to move toward the cab and Carol.

THE PANEL TRUCK WHIPS OFF MAIN STREET and onto a side avenue.
Carol pulls the van up to the curbway, jerking to a stop.

DOC IS NOW IN THE FRONT SEAT BESIDE CAROL. He pulls the truck
door open, then hesitates. He touches her arm, their eyes
meet briefly, both their faces warming for a moment. Doc
gives her a casual wink then quietly exits the truck.

ON THE SIDEWALK

DOC TURNS AND BEGINS WALKING toward an open alleyway. Behind
him the panel truck pulls smoothly away.

WALKING UP THE ALLEY - DOC PULLS ON A PAIR OF BLACK GLOVES.
He turns again, now moving down a totallydeserted side alley.

The alley opens at one end onto a back street; the opposite
end is bounded by a large brick building. Doc removes his
pistol from his coat pocket, then approaches a doorway along
the side of the brick building. At the last moment he pulls
down the watch cap mask.

INT. BANK

RUDY DISENGAGES THE LATCH on the side door.

EXT. ALLEY

DOC KICKS THE DOOR OPEN with a violent jerk of his leg.

                                                            32.



INT. THE BANK

RUDY'S GUN IS TRAINED PROM THE BACK OF THE BUILDING over the
Tellers and Patrons, spread-eagled across the floor. Their
heads are down; several of them are trembling.

DOC STANDS HOLDING THE .45 IN ONE HAND, suitcase in the
other. He moves into the building, shutting the door behind
him.

RUDY IS NOW STATIONED NEAR THE FRONT DOOR, ready to intercept
any incoming bank patrons -- he covers the room from the end
opposite Jackson.

Rudy stands near the Bank Guard's outstretched right hand --
The Guard's head is bloodied from Rudy's pistol whipping. His
gun has been kicked against the wall. A short distance away
Rudy is watching.

THE BANK PRESIDENT lies face down on the floor, directly
under the arc of Jackson's gun... who is continually turning
to watch the Guard.

DOC QUICKLY CROSSES THE DISTANCE between the side door and
the vault, passing the Bank President. He slips the .45 into
his jacket side pocket, sets down the suitcase, then either
cuts the lock or picks it.

                    RUDY
              (looking at his watch)
          19 seconds.

CAROL - IN THE VAN - She has stopped the panel truck near the
deserted lot where the hay truck is parked.

She drops the bomb-laden grocery bag inside the truckbed. She
moves back towards the van...

IN THE BANK

DOC FINISHES,, RIPS THE DOOR OPEN, lifts the suitcase and
moves into the vault.

RUDY LOOKS AT THE BLOODIED GUARD, notes the distance
separating the man from his gun. Though unconscious, the
Guard's head begins to move.

JACKSON HOLDS HIS GUN HAND FULLY EXTENDED. Again he takes a
brief moment to glance nervously over to the open vault and
at the Guard.

ANGLES AND INSERTS - THE VAULT is lined with safety deposit
boxes and large cabinet drawers.

                                                 (CONTINUED)

                                                             33.
CONTINUED:


A metal table stands off-center, the black suitcase resting
on its surface. Doc opens the satchel. He then pulls open one
of the cabinet drawers nearby and begins tossing banded money
pads into the open suitcase.

THE BANK PRESIDENT LIES NEAR THE OPEN VAULT. He listens to
the SOUNDS of Doc at work. He slightly cranes his neck,
trying to get a look at the thief inside the vault.

RUDY WATCHING THE FRONT DOOR. A PATRON enters; Rudy gestures
with the gun... she hits the deck.

JACKSON IS GETTING MORE NERVOUS by the minute...

DOC continues working within the vault.

THE WOMAN, now on the floor, quietly crying.

JACKSON watching the Guard.

RUDY watching Jackson. Calling out time.

THE BANK GUARD, glassy-eyed, but conscious; he has the look
of a prizefighter who has just suffered a knockout, but is
ready for one more round.

THE BANK PRESIDENT in his prone position. He looks at
Jackson, then to the vault.

THE PANEL TRUCK - now at the other end of Main Street.

CAROL EXITS THE VAN, carries the second sack to a large
rubbish bin in front of an empty store. She deposits the
grocery bag...

DOC WORKING. The suitcase is now filled. He snaps the
fasteners shut .

DOC EXITS THE VAULT after withdrawing his .45 from his coat
pocket .

JACKSON SEES DOC LEAVE THE VAULT. He edges around the side of
the tellers' cages toward the front of the bank.

DOC MOVES TOWARDS JACKSON'S OLD VANTAGE POINT NEAR THE SIDE
DOOR. He passes the bank president.

RUDY NOW WATCHES DOC

DOC CARRIES THE HEAVY SUITCASE IN HIS LEFT HAND. He gestures
to Rudy and Jackson with his pistol while moving towards the
side door.


                                                   (CONTINUED)

                                                             34.
CONTINUED:


JACKSON HALF RUNS PASSING RUDY ON HIS WAY TO THE FRONT
ENTRANCE still watching the Bank Guard.

THE BANK GUARD STILL PUNCH DRUNK PULLS HIMSELF UP TO HIS
HANDS and knees... the Guard looks at his pistol.

DOC STOPS AT THE KICKED IN SIDE DOOR. HE COVERS THE ENTIRE
bank with his gun.

THE BANK GUARD BEGINS TO CRAWL WITH AGONIZING SLOWNESS
towards his pistol.

RUDY EYES STILL ON DOC

JACKSON NOW AT THE FRONT DOOR IS PARALYZED WATCHING THE
GUARD.

DOC GESTURES TO RUDY AND JACKSON TO GET MOVING.

EXT. STREET - DAY

CAROL PARKS THE VAN, CROSSES TO A FORD, GETS IN, DRIVES AWAY.

INT. BANK

THE GUARD HAS MORE THAN HALF CLOSED THE DISTANCE TO THE .38.

JACKSON LEVELS HIS .44.

DOC AND RUDY. BOTH SEE WHAT IS ABOUT TO HAPPEN.

                      DOC
                (shouts)
            Just pick it up.

                      RUDY
            Don't!

JACKSON PULLS THE TRIGGER THREE TIMES.

THE BANK GUARD'S BODY turns end-over-end from Jackson's
bullets. Some of the bank Patrons SCREAM, others SOB with
fright.

DOC - His eyes are furious.

RUDY AND JACKSON - Rudy shoves Jackson out the front door.

DOC COVERS THEIR EXIT, then slips out the side door and into
the alley.

                                                             35.



EXT. MAIN STREET

RUDY GUNS THE BUICK FORWARD, the wheels tearing at the
asphalt. Jackson's shoulders rock back as the big car
accelerates.

                    THE ALLEY
          DOC, GUN AND SUITCASE IN HAND, nears the
          end of the alleyway.

CAROL - IN A FORD - suddenly pulls up, filling the roadway
opening.

DOC TOSSES THE SUITCASE into the back of the car... then
slides the pistol under his coat and slips behind the wheel
as Carol slides over to the passenger seat.

INT. THE FORD

DOC PULLS OFF THE WATCH CAP MASK; his face taut.

THE FORD SMOKES OFF as Doc kicks it into gear...

MAIN STREET BEACON CITY A SERIES OF ANGLES

THE BUICK STREAKS DOWN THE CENTER OF THE ROADWAY... Two bombs
detonate into fireballs... The Hay truck blazes upward, bales
instantly igniting.

The grange at the opposite end of town becomes an orange-
flame inferno...

Traffic stalls on the boulevard; Drivers and Pedestrians gawk
at the twin blazes.

RUDY ZIG ZAGS THE BUICK ALONG. Maneuvering through the
stopped traffic.

DOC SLIDES THE FORD THROUGH A RIGHT AND LEFT TURN, emerging
onto smoke-covered Main Street.

The speeding Ford avoids a halting car, then suddenly spins
out of control, jumps across the sidewalk, splinters a wood
bench, and finally slides in a complete circle across the
grass of a small park.

INT. FORD '

DOC LOOKS MORE THAN A LITTLE EMBARRASSED AS CAROL STARES

AT him.

POLICE CARS ROAR BY THEM.

                                                           36.



EXT. SMALL PARK

DOC ZIPS THE CAR OFF THE GRASS AND BACK ONTO THE TRAFFIC
CLOGGED ROADWAY.

RUDY DRIVING THROUGH THE BEDLAM. Suddenly a gun appears in
his right hand, aimed at Jackson. The pistol roars bucks,
roars, bucks again. Jackson is shot through the head twice.

THE FORD IS SEVERAL BLOCKS BEHIND RUDY. DOC DOWNSHIFTS
avoiding stalled cars. Carol grasps at both the seat and the
dashboard handholds to maintain her balance.

THE BUICK EMERGES THROUGH DENSE PLUMES OF SMOKE. Fire licks
along the one edge of the sidewalk.

RUDY IN THE BUICK HAS NOW ALMOST CLEARED THE TOWN. He tears
along the highway... sweating a little but becoming cool. He
is a pro. His watch cap is now removed.

ON THE CURVE - Jackson's body is kicked out of the automobile
and bounces across the pavement.

DOC IN THE FORD POWERS ALONG. He approaches the flaming
building, then hits the brakes as ...

A BIG DIESEL TRUCK AND TRAILER is coming in the opposite
direct ion,, jack-knifes across the road, desperately trying
to avoid the cars stopped in the middle of the street .

DOC, AS THE TRUCK AND TRAILER SUDDENLY APPEAR THROUGH the
smoke in front of him, throws the car broadside into a four
wheel drift. Now sideways, then straight, he bumps across the
sidewalk, over a patio of a house, knocking down two pillars,
through a parking lot, taking with it a large cleaners sign,
then bores back onto the road.

RUDY IN THE BUICK STROKING ALONG THE OPEN HIGHWAY. Looks in
the rear view mirror.

RUDY'S POV - THROUGH THE BUICK'S REAR WINDOW, BLACK smoke is
visible billowing skyward.

DOC AND CAROL IN THE FORD NOW DRIVING CALMLY THROUGH the
countryside. A police car with light turning and siren
wailing passes them, heading for the conflagration in Beacon
City. Doc's eyes follow the Patrol Car until it disappears
from sight.

THE BUICK - SERIES OF ANGLES - IT pulls off the highway and
bumps down a dirt road. Rudy strains to hold the big car on
the rutted pathway.


                                                 (CONTINUED)

                                                             37.
CONTINUED:


The dirt road becomes a lane.

A farm house and barn appear at a clearing. Rudy powers the
car up a fairly steep hill, the crest of which is occupied by
a seemingly abandoned and dilapidated house barn.

RUDY JUMPS OUT OF THE BUICK, trots to the front of the barn
and pulls the double-doors open. A station wagon with wooden-
panel or the usual painted panel sides can be seen within...

THE FORD SWEEPS OFF THE HIGHWAY and onto the dirt road.

WITHIN THE FORD - DOC IS DRIVING. Carol peels off her
sweater. She has worn a faded blouse underneath... She pulls
a ribbon; her hair falls changing her appearance.

RUDY - IN THE BARN - The Buick is now parked near the Station
Wagon. Standing in the shadows, he intently reloads his gun,
then moves towards the large doors of the barn.

CAROL - IN THE PASSENGER SEAT OF THE FORD - she watches as
Doc drives up the lane...

RUDY stands outside the barn as the car approaches.

DOC STUDIES RUDY THROUGH THE WINDSHIELD, watching him wipe
his face with a soiled rag as the car pulls closer...

INT. BARN

DOC PULLS THE FORD TO A STOP just within the double doors. He
passes Rudy, leaving a clear exit pathway for the getaway
station wagon.

DOC JUMPS OUT OF THE FORD AS SOON AS the ignition switch is
cut; Carol a beat behind him on the opposite side.

Rudy moves into the archway created by the barn's open doors.
He stands almost in silhouette as the bright sunlight breaks
around him.

Doc snaps open the door of the car, his back turned to Rudy.
He reaches into the back seat and grasps the black suitcase,
not by the middle handle but by each end, as if it contained
a great weight.

                      DOC
                (speaking over his shoulder,
                 not looking at Rudy)
            Where's Jackson?

Rudy withdraws the pistol from under his raincoat.


                                                 (CONTINUED)

                                                             38.
CONTINUED:


                    RUDY
              (pointing his gun lazily at
               Doc, supremely confident)
          He didn't make it, Doc... you didn't
          either.

Doc straightens, still holding the suitcase. He starts to
turn to Rudy, eyes wide, helpless. Carol fumbles for the gun
in her purse.

Rudy extends his arm, ready to begin the execution. Doc
swings the suitcase around slowly, seemingly ready to face
Rudy's bullets... then he shoots Rudy in the middle of the
chest, Doc's .45 slug driving him backward.

Doc has concealed the pistol in his hand with the satchel. He
drops the suitcase with his first shot, FIRES again, blasting
Rudy in the middle. Two large holes now show at the chest of
Rudy's raincoat.

Rudy is knocked back over the hillock, tumbling down the
precipice and into a grassy meadow below. Doc stands at the
crest of the hill. He looks down as Rudy's body stops
turning. Doc shifts the .45 to his right hand.

Rudy's body lies still.

DOC TURNS QUICKLY AWAY PROM THE HILLTOP, not giving Rudy's
body a second glance. Carol, gun in hand, stands outside the
barn, transfixed.

                    CAROL
          How did you know?

Doc doesn't answer, motioning her into the car... the getaway
car... as she starts to change clothes... he reloads. Doc
takes a long look at Carol.

THEY GET IN THE CAR AND LEAVE.

EXT. BOTTOM OP HILL - DAY

CAROL IS DRIVING., tooling comfortably along a country road.
Doc is beside her, the suitcase resting in the back seat.
After several moments of silence:

                    CAROL
          What about the bank?

                    DOC
              (after a moment)
          Jackson panicked and nailed the guard.


                                                   (CONTINUED)

                                                          39.
CONTINUED:


Carol takes a deep breath,, then turns her look at the side
window.

                    CAROL
          Oh, Christ.

Doc leans forward., snaps on the radio.

EXT. ABANDONED FARM - DAY

RUDY BUTLER STUMBLES BACK OVER THE CREST OP THE HILLOCK and
onto the pathway in front of the barn. His figure is slightly
grotesque; the raincoat shows two holes from Doc's .45 slugs,
along with considerable dirt and grass stains picked up on
his ass-over-tea kettle trip to the bottom of the hill. He is
obviously in some pain, his walk is a half-lurch.

EXT. SIDE OF THE BARN - DAY

RUDY TURNS ON A RUSTED TAP which sends all-pocketed water
gurgling down into a mold-covered trough. Rudy pulls off the
yellow raincoat, revealing the fact he has worn one of the
padded bullet-proof vests. Rudy undoes the vest, lets it fall
to his feet. A huge crimson stain shows at his collarbone.

RUDY TOUCHES THE BLOOD WITH HIS RIGHT HAND, then looks at his
hand. Breathing heavily he kneels down and begins to splash
the purling water across his face and then he laughs.

INT. STATION WAGON - DAY

DIALOGUE COMES ON THE RADIO DESCRIBING THE ROBBERY. $750,000
stolen.

                    DOC
          We got between four and five.

Carol starts to open the bag and count.

Doc flicks off the radio then cracks open the windwing. Doc
reflectively studies the roadside ahead. They are heading
along a comfortable tree and meadowlined thoroughfare that
carries only a sparse amount of traffic.

Doc's eyes suddenly narrow on the road ahead.

                    CAROL
              (now noticing the road)
          Doc...

                     DOC
              (flat)
          I see it...

                                                 (CONTINUED)

                                                             40.
CONTINUED:


ON THE ROAD AHEAD HIGHWAY PATROLMEN HAVE FORMED a traffic
barricade. Several cars and trucks are being waved through
the check-point. Wearing sunglasses and Stetson hats, the
Uniformed officers make a cursory glance into each passing
vehicle.

DOC ANALYZES THE SITUATION WITHOUT CHANGING EXPRESSION He
slips the station wagon up behind a pickup truck in the line
of slowly-passing vehicles.

She turns, starts to reach into the back. Doc gently catches
her arm, preventing her from moving further.

                    DOC (CONT'D)
          They're looking for three men...
          remember?

A YOUNG OFFICER looks into the cab of the pickup, then
glances at the empty flatbed. Another PATROLMAN flanks the
other side of the truck, repeating the procedure. Several
Patrol Cars, fully loaded with additional OFFICERS, are
parked nearby. The pickup truck is waved through. The station
wagon rolls up to the check-point.

DOC ROLLS DOWN HIS WINDOW. He smiles and nods to the Young
Patrolman.

                    DOC (CONT'D)
              (big smile)
          What's the problem?

CAROL STUDIES THE OFFICER on her side of the car through the
closed window... the Officer peers back at her then into the
rear seat.

THE STATION WAGON is waved ahead without a second glance by
the Patrolman; Doc accelerates away from the roadblock...
After a moment, Doc leans forward, snapping on the radio.

EXT. THE FARM - RUDY - DAY

Inside the barn, behind the wheel of the panel truck, Rudy's
matted black hair is in contrast to his blanched face. He
starts the engine, painfully bringing it to a ROAR. The panel
truck leaps crazily forward, careening across the barn floor,
SMASHING through the edge of the wooden doors as it bursts
out into the sunlight.

EXT. SMALL TOWN - DAY

The station wagon rolls down the main street and stops near
an outdoor phone booth at a filling station.

                                                         41.



INT. STATION WAGON

DOC SHUTS OFF THE ENGINE, PULLS OPEN HIS DOOR.

DOC MOVES INSIDE THE PHONE BOOTH CARRYING A FIST-FULL

of loose change. He begins to dial...

INT. BEYNON'S OFFICE - DAY

THE PHONE RINGS. THE ACCOUNTANT LIFTS THE RECEIVER.

                       ACCOUNTANT
          I 'm here.

He presses a button on the intercom.

ANOTHER PHONE IN THE OFFICE 234

                       CULLY
          Yeah.

He presses a button on the intercom.

ANOTHER PHONE IN THE OFFICE.

HAYHOE PICKS UP THE PHONE.

                       HAYHOE
          Yeah.

He presses a button on the intercom.

ANOTHER PHONE IN THE OFFICE

SWAIN TURNS AND REACHES FOR THE RECEIVER.

EXT. SMALL TOWN

DOC MOVES TOWARDS THE WAGON, CLIMBS INSIDE.

INT. STATION WAGON.

DOC SLAMS THE DOOR SHUT. CAROL LOOKS ACROSS AT HIM.

                    DOC
          They checked in.

                    CAROL
          Call the ranch, tell Beynotr we'll leave
          his cut here --



                                                 (CONTINUED)

                                                            42.
CONTINUED:


                     DOC
          Why?

                    CAROL
          There are three men dead.

                    DOC
          So what. I've got to give him his money.
          That was our end of the deal.

                    CAROL
          He might be ready to chop us up.

                    DOC
          Do it my way.

He starts the engine. The station wagon pulls away.

INT. STATION WAGON

AS IT PULLS OUT OF THE SMALL TOWN.

                    DOC
          Tell me about Beynon's ranch.

                    CAROL
          I've never "been there... When we met it
          was in his office.

Doc looks at her for a moment.

                    CAROL (CONT'D)
              (continuing; hesitant)
          Do you trust him?

                    DOC
          I just figure the percentages. He
          wouldn't try a cross until he's got the
          money.

                    CAROL
          Let's send his cut back -- Just keep
          going.

                    DOC
          If we make a mistake., he'll burn us. You
          make a deal, you're always better keeping
          your end up.

                    CAROL
          I don't want to go there.



                                                    (CONTINUED)

                                                             43.
CONTINUED:


                    DOC
          Do it my way.

The wagon continues moving down the road.

EXT. A NARROW DIRT ROAD - LATE AFTERNOON

TWO HOURS BEFORE SUNSET. A CHILL SOUTHWEST WIND is blowing.
The station wagon appears, moving slowly down the roadway,
bouncing along its rutted surface.

AT A SMALL INTERSECTION TWO MAIL BOXES STAND CLOSE to one
another. The name Beynon is printed in black paint on one of
the letter bins. Doc stops the wagon momentarily, looks at
the box, then turns down the indicated road.

EXT. THE STATION WAGON - LATE AFTERNOON

THE STATION WAGON clears the crest of a sage brush hill and
passes camera.

INT. STATION WAGON - LATE AFTERNOON

DOC PARKS THE WAGON UNDER A GNARLED COTTONWOOD TREE in front
of the house. As he shuts off the engine, he pulls the .45
out of his coat pocket and shoves it into his waistband.
Carol watches the gesture. Doc starts to open the car door,
then hesitates.

                    DOC
          You can wait here... I'll wrap it up
          fast.

DOC STEPS OUT OF THE WAGON, then pulls the leather suitcase
out of the back. He quietly shuts the car door and moves
around the side of the house, toward the barn/garage at the
rear.

HE LOOKS CAREFULLY around the area, his eyes searching for
signs of Beynon's men. Nothing seemingly amiss, he moves
toward the front door, tries it, moves away.

Doc crosses to the back screen door of the house. After
another moment, Doc quietly opens the screen door and enters
the house.

INT. HOUSE - LATE AFTERNOON

DOC MOVES THROUGH THE SERVICE PORCH/PANTRY and into the
kitchen.

                                                          44.



INT. KITCHEN - BEYNON - LATE AFTERNOON/NIGHT

BEYNON SITS AT THE LONG KITCHEN TABLE] head on hand, eyes
slightly glared... on the checkered oilcloth in front of him
is a quart bottle of Jim Beam, now half full. He's drinking
the sour mash straight with a water chaser.

DOC LOOKS STEADILY AT BEYNON for a moment,, sets the suitcase
down on the floor, then crosses to the sink, picks up a glass
and sits down at the table. Doc pours himself a drink, takes
a sip.

                    BEYNON
          Hello, McCoy.

                     DOC
          Beynon.

                    BEYNON
              (swishing the drink)
          News said two persons killed.

Except for a faint thickness of speech, Beynon seems quite
sober. Beynon wears a .38 Detective Special C.T.G. in a worn
leather belly holster.

                    DOC
          Three... Rudy got ambitious.

                    BEYNON
          And you got him...

                    DOC
          That's right.

Doc looks at Beynon, notes his gun, then continues stacking
the money.

                    BEYNON
          What about your wife?

                    DOC
          What about her?
              (moving right to the business
               at hand)
          Let's c ut up the money, I want to get
          North.

INT. STATION WAGON

PARKED UNDER THE COTTONWOOD AT THE FRONT OF THE HOUSE. CAROL
SITS CHEWING GUM... LINES OF STRAIN HAVE FORMED ACROSS HER
FACE.

                                                            45.



INT. KITCHEN

DOC LISTENS CAREFULLY TO BEYNON.

                    BEYNON
          Your wife told me no one would be killed.

                    DOC
          You hired Jackson and Rudy., not me.

                    BEYNON
          They may nail me into this now, McCoy.

                    DOC
          That's your problem.

                    BEYNON
              (smiles)
          You know, you and I may be two of a kind.

                    DOC
          No way. I always do my own work.

Beynon smiles and slops three fingers of whiskey into Doc's
glass.

                    BEYNON
          Here. I understand the way you feel. As a
          matter of fact, you and I might share a
          great many feelings...

Beynon drinks from his glass. Doc continues counting the
money.

                    DOC
              (snaps the words)
          I'm in a hurry.

                    BEYNON
          You still don't get the picture do you?
          I've always heard what a smart ass
          operator you are.

                    DOC
          No applause!

Beynon pauses a moment. Doc looks steadily across the table
into BeynonTs eyes. Prom beyond there might be the quiet
sound of a screen door opening. Beynon gets out of the chair,
stands beside the table.




                                                    (CONTINUED)

                                                             46.
CONTINUED:


                    BEYNON
          Let's examine the situation. One, an
          extremely attractive woman. Then, there's
          the woman's husband, a skillful bank
          robber serving a long sentence in prison.
          Three, a man with political influence, a
          man who can easily get a parole for a
          convict... why should he?

Beynon sips his glass slowly. Doc's hand edges down toward
his waist band.

                    BEYNON (CONT'D)
              (continuing)
          A simple reason, McCoy. The obvious
          reason. To rob a bank.

                    DOC
          I knew that life didn't add up to the
          obvious when I was 8.

                    BEYNON
              (cautiously)
          What do you add up to here?

                    DOC
          One. The radio's rappin' about $750^000.
          We only got a half a million.

                    BEYNON
          A little more was taken out before.
              (a beat)
          My brother's a director of that Bank, Mr.
          McCoy... I had a few pressing debts.

                    DOC
          So we did that crackerbox... to cover for
          you.

                     BEYNON
              (smiles., nodding)
          The obvious.
              (as his smile fades)
          But we are both not interested in that
          right now.

                    DOC
          No.
              (a long beat)
          My old lady must have made a lot of
          promises.



                                                   (CONTINUED)

                                                           47.
CONTINUED: (2)


                    BEYNON
          Close... but it takes a hell of a lot
          more than promises to pull the kind of
          strings I pulled.

                    DOC
          I bet.

Doc senses a movement from the shadows behind Beynon. Turning
his head slightly, Doc can see Carol standing at the entrance
to the kitchen. She holds a .32 automatic... the pistol seems
to be pointed directly at Doc.

                    BEYNON
          You wouldn't have come here when you were
          eight3 Mr. McCoy.

As the gun continues to be pointed directly at Doc.

                    BEYNON (CONT'D)
              (continuing)
          Don't think too badly of her... After
          all, you were in jail a long time and she
          is a healthy young woman.

                    DOC
              (riding over Beynon's words)
          Get it over with...

CAROL FIRES the automatic. The big gun belches the full slip
in a stuttering EXPLOSION... the slide remains back and in an
ejected position.

BEYNON is driven back to the kitchen wall. He SHRIEKS aloud,
the noise strangely like laughter... his body flattens
against the surface, slips downward^ riddled by the big bore
slugs... Doc stands momentarily frozen against the overturned
table. He looks up from Beynon's crumpled body. Carol takes
two steps forward, then drops the automatic, sending it
clattering and spinning away across the floor.

DOC looks at Carol, their eyes find each other. He turns,
moves to the sink, splashes water across his face, then fills
a glass of water from the tap ... drinks it; he looks back at
her.

CAROL stands watching Doc, tears scream down her cheeks.

DOC crosses to Carol, takes her arm, picks up the gun, spent
shells and the suitcase, then leads her out of the kitchen
toward the back door. Beynon's body has slipped from sight,
only a few traces of blood show along the white wall.

                                                             48.



INT. PANEL TRUCK - DUSK

Rudy is driving along an open highway. Rudy mouths inane
lyrics to the radio, one arm on the wheel, the other
clutching his wound. A small sign near a mailbox catches
Rudy's eye. He swings the panel truck around in a U-turn,
then pulls into the long dirt driveway of an isolated farm
house.

THE SIGN READS

HAROLD CLINTON, D.V.M.

Practice of Veterinary Medicine.

                                                   DISSOLVE TO:

EXT. DESERTED HIGHWAY - DUSK

THE STATION WAGON IS PARKED ALONG THE CEMENT ROAD, standing
in isolation against the vast Texas b.g.

Doc stands away from the car, his back turned to it ...
gazing at the horizon.

Carol is in the wagon but the passenger side door is open,
her legs dangle outside the car as she looks steadily at the
ground. Doc suddenly turns, walks to her and gives her a
stinging slap across the face.

                    DOC
          Stupid.

Tears begin to roll down Carol's face.

                    DOC (CONT'D)
              (continuing)
          Why didn't you tell me?

                    CAROL
          There wasn't any way to explain it.

                    DOC
          Yeah.

                    CAROL
          You sent me to him.

                    DOC
          When I got out, why didn't you tell me
          where it was?



                                                   (CONTINUED)

                                                            49.
CONTINUED:


                    CAROL
          What the hell do you want? Mary Tyler
          Moore?

                       DOC
          Who's she?

                    CAROL
          She's on TV.

                    DOC
          If you don't start telling the truth...
              (breaks off)

                    CAROL
          What do we do?

                    DOC
              (quietly)
          We keep going.

INT. BEYNON'S OFFICE - NIGHT

Swain sleeps on the davenport. Cully and Hayhoe sit at two
sides of Beynon's large desk, playing a game of checkers...
Hayhoe seems to have Cully badly beaten ... The Accountant
enters the room. The block on the wall shows eight o'clock
straight up.

                       ACCOUNTANT
          Let's go.

The two men abandon their game. Cully kicks the sofa,
awakening Swain. He groggily gets to his feet.

INT. MULTI-STORIED AUTO PARK - SAN ANTONIO - DAY

The station wagon enters the building. Doc takes a bright
orange ticket from an ATTENDANT behind a glass window, then
accelerates the wagon up a rampway leading to the upper
levels of the building.

                    DOC
          checks his watch momentarily as he prowls
          the wagon between long rows of
          automobiles.

THE STATION WAGON'S TIRES

WHINE through a sweeping turn within the auto park's
uppermost level -- through the building's portals the bright
morning sun can be seen reflecting off the city's rooftops.


                                                    (CONTINUED)

                                                           50.
CONTINUED:


DOC PULLS THE WAGON to an abrupt halt within a parking stall -
- at an isolated area. He steps out onto the concrete
flooring, slams the door shut.

Doc turns away from the car. As he approaches the elevator,
Doc tears the orange auto park stub into fragments and drops
them into a trash bin without missing a stride.

INT. TRAIN STATION - MORNING

CAROL IS STANDING IN A TICKET LINE THAT MOVES slowly foward.
She struggles, clutching the heavy, money laden suitcase and
her oversize purse between both arms. The line of ticket
buyers moves forward .just fast enough to make it impractical
to set the suitcase down. The station is ancient, vaultlike.
Baggage lockers line the perimeter of the lobby and extend
off into clumped rows within the wings of the station.

CAROL APPROACHES THE TICKET WINDOW. She places the suitcase
flush against the base of the counter and holds it tightly in
place with one leg. Carol pops open her purse... a clumsy
item in itself... as she lifts her wallet and the elderly
ticket-seller looks across to her.

                    CAROL
          Two day coach tickets -- on the Flyer.

                    TICKET-SELLER
          Thirty-four fifty-six with tax leaves in
          forty-five minutes, gate three.

Carol pays the tariff, places the tickets into her purse
along with the change. Wearily, she labors the satchel back
into her hand, then turns and begins to slowly walk down the
seemingly acres-wide station promenade.

NEAR A PORTICO WITHIN THE MAIN LOBBY, Carol sits
uncomfortably on a shiny wooden bench -- the suitcase rests
on the floor pressed tightly between her ankles. She glances
across the promenade walls, her eyes finding:

A CLOCK READING: 9:40

ON A LOBBY BENCH - LATER

CAROL STARES ACROSS THE ROOM at the scattering of passengers
waiting on the wooden seats opposite from her.

Carol's nervous boredom increases; she looks down at her lap,
pretends to find something wrong with her nails and begins
rubbing the cuticles. Carol finally rises impulsively from
the bench, immediately reaching for the brown leather
satchel.

                                                   (CONTINUED)

                                                            51.
CONTINUED:


CAROL WALKS BACK DOWN THE PROMENADE while carrying   the
suitcase. As other baggage-laden passengers scurry   around
her, she looks across the arcade, her eyes finding   a glass-
walled Cocktail Lounge. She hesitates, then begins   to trudge
in that direction.

A BANK OF LOCKERS STANDS NEAR THE COCKTAIL LOUNGE. As Carol
approaches, an elderly WOMAN deposits a coin in one of the
numbered lockers, opens the metal door and places a small
suitcase inside. Closing and re-locking the door, the Woman
quickly moves away. Having noted the woman and more than
tired of hauling her burden around the station, Carol steps
to the end locker, takes a quarter out of her purse, then
studies the time scarred operating instructions on the face
of the locker. She slips the quarter into the slot and opens
the locker door. As Carol bends to pick up the suitcase, the
locker door swings closed... She tries to open it but the
door has re-locked itself... Carol quite disgusted with her
predicament, again sets the suitcase down and pulls a quarter
out of her change purse. As she again reads the numbered
directions, a YOUNG MAN appears at her shoulder.

THE MAN IS A PROTOTYPE OF URBAN SLEAZINESS, Doberman Pinscher
features are broken by a weedybrown moustache, a cheap
corduroy suit is set off by an oddly matched bow tie. The
Man's appearance suggests a kind of drug store dapperness.

                    DAPPER MAN
          Kind of tricky, isn't it?

She turns, startled by his sudden proximity. In one smooth
movement the Dapper Man plucks the quarter from Carol's hand,
deposits it in the slot and swings the locker door open.
Setting the heavy suitcase inside, he closes the door, tests
it to show that it

has been re-locked, then removes the key from the lock and
puts it into Carol's hand. She is intimidated momentarily by
the Man's sudden appearance and forcefulness, as well as his
intentions.

                       CAROL
          Thank you.

                    DAPPER MAN
              (toothy grin)
          No trouble lady.

Stepping backward, his canine features disappear into a
welter of station activity. Carol watches his receding figure
for a moment, then simultaneously placing the key into her
purse, she turns and begins moving towards the Cocktail
Lounge.

                                                            52.



INT. BARN - DAY

EMPTY CAGES STACKED ALONG A WOODEN WALL

A YOUNG KITTEN IN A CARDBOARD BOX wrestling with the barrel
of a .44. A thick veined hand gently rubs the gun over the
fur along the cat's neck and backbone.

RUDY BUTLER IS PREOCCUPIED WITH THE CAT, giving little
attention to the thirtyish Man standing nearby.

HAROLD CLINTON puts away a large syringe then snaps shut the
medical bag. Rudy lies across a cot in one corner of the barn-
like Animal Hospital. The large room is lined with stalls,
cages and pens, many of them vacant.

The wonded criminal is bare-chested. A plaster cast has been
attached to his left arm and shoulder.

FRAN CLINTON SITS ON A HIGH WOODEN STOOL opposite   Rudy. Five
years younger than her husband, tight sweater and   skirt,
bright scarlet fingernail polish, well-built, her   face
suggests sensuality. Fran's bare, milk-white legs   are crossed
under her rumpled skirt.

                    RUDY
              (to Harold)
          What's the damage?

                    HAROLD
          Collar bone is broken. No infection
          yet... the bandages should be changed
          twice a day.

                    RUDY
          I got a nurse in mind.

                    HAROLD
              (going along, oblivious to the
               implication)
          The glucose will begin working in half an
          hour. You'll feel better then...

                     RUDY
              (flashing a grin despite the
               pain)
          The three of us are going to do some
          traveling. We're going to take your car
          to El Paso.

                    HAROLD
          That's not possible. We can't leave
          here... we've got all this.

                                                    (CONTINUED)

                                                           53.
CONTINUED:


Rudy smiles at Mrs. Clinton. He's never met Fran before, but
he's known her for years.

                    RUDY
          Is it possible, Mrs. Clinton?

                    FRAN
              (scared, but trying to be
               friendly)
          Just... tell us what you want.

Rudy looks back down at the gun and cat. The following
silence is like a scream. Finally:

                    RUDY
          What kind of car do you have, Harold?

                    FRAN
              (cutting in)
          A Ford... We have a Ford.

                    RUDY
          That's good. That's very good. Now
          Harold, you go out and gas up the Ford,
          check the oil and tires, we don't want
          any problems on the road. One more
          thing... If anybody but you comes back...

He points the gun at Mrs. Clinton.

                    RUDY (CONT'D)
              (continuing)
          She gets her clock fixed right away...
          You understand that, Harold?

A long pause.

                    FRAN
          You do what he says, Harold.

                    RUDY
          After you come back I'll listen while you
          make some phone calls, tell a few friends
          you've got to leave for a week or two...
          You have to call another Vet about the
          animals. You tell him to come over and
          take good care of them starting
          tomorrow... no slip-ups on that. They got
          to be looked after...

                    HAROLD
          We really don't have too many friends.


                                                   (CONTINUED)

                                                             54.
CONTINUED: (2)


                    FRAN
          They don't think he married well.

                    RUDY
              (smiling)
          That makes things a little easier for us
          then, doesn't it?

INT. TRAINS STATION BAR - DAY

Carol sits in the bar. A young SOLDIER approaches and sits
down at the counter next to her. She is finishing a vodka
gimlet.

                    SOLDIER
              (to a bartender)
          Beer.

Carol glances at her watch.

                    SOLDIER (CONT'D)
              (continuing - begins with the
               obvious)
          Guess you have to catch a train?

                    THE SOLDIER
          pink-cheeked and freckle-faced, he has to
          shave maybe twice a week; twenty-one
          years old, not good-looking (his best
          feature is his gentle, easy grin) and not
          a hustler. He just wats to meet a girl.

                    CAROL
              (not too patronizing)
          That's right.

                    SOLDIER
          Me, too. Got twenty-four days of furlough
          and I'm goin' home.

The soldier's beer arrives.

                    CAROL
          Where's home?

                    SOLDIER
          Utah, the Bee-Hive state. I'm from Orem,
          right near Salt Lake ... Say, you
          wouldn't happen to be a Mormon, would
          you?




                                                 (CONTINUED)

                                                          55.
CONTINUED:


                    CAROL
              (chuckles)
          No, I'm not.

                    SOLDIER
          Me, neither. There's about twelve people
          in the state that aren't Mormons and I'm
          one of them.

                     CAROL
          That certainly makes you kind of
          special...

                    SOLDIER
              (awkward)
          Yeah... I guess it does.

Carol pushes aside her glass.

                    SOLDIER (CONT'D)
              (c ont inuing)
          You wouldn't be taking the train to Salt
          Lake, would you?

                    CAROL
              (smiles across to him)
          No, I'm afraid not.

                    SOLDIER
          I never have any luck.

Carol smiles at the soldier. Her features suddenly freeze as
she glances toward the entrance to the bar.

AT THE DOORWAY

DOC STANDS LOOKING AT CAROL and the soldier.

                    CAROL
          STANDS AND PAUSES FOR A MOMENT.

                    CAROL (CONT'D)
          I really hope you have a nice trip.

                    SOLDIER
          Thanks. I hope yours is okay, too.

Carol moves towards the exit.

The soldier quietly sips his beer, his face a bit grim.

AT THE DOORWAY

                                                             56.



CAROL STOPS NEAR DOC.

They look at each other...

                    DOC
          Where's the suitcase?

Carol continues looking at Doc for a moment.

Then, suddenly moves past him, leading him out into the main
lobby.

                                       BACK WITHIN THE PROMENADE

SERIES OF ANGLES

CAROL EMERGES FROM THE COCKTAIL LOUNGE followed by Doc.

They cross to the lockers.

She retrieves the key from her purse and thrusts it into the
proper slot. It doesn't turn. Puzzled she tries again, then
forcing the key, shakes the lock violently.

Her eyes widening into a quiet panic, she next looks at the
locker number and then the number on the key. Her features
are now totally ashen.

She walks up the bank of lockers... puts the key in another
locker, the door opens, the compartment is empty.

Carol turns away from the locker, eyes glazed with fear...
Doc at her shoulder.

                    CAROL
          A man helped me open it...

                    DOC
              (deceptive calm)
          And switched keys.

                    CAROL
          He must have.

                    DOC
              (angrily)
          It isn't another boyfriend, is it?

Carol winces, containing her anger.

                    DOC (CONT'D)
              (continuing - icily)
          How long ago.

                                                    (CONTINUED)

                                                            57.
CONTINUED:


                    CAROL
          Fifteen minutes.

                    DOC
          Sure?

Carol nods.

                    DOC (CONT'D)
              (continuing - with quick
               calculation)
          He'd figure you for longer, enough time
          to try another hit. He's probably still
          in the station.

As Doc pushes Carol forward.

                    DOC (CONT'D)
              (continuing - lashing out)
          There better be a guy with the

                    CAROL
              (lashing back)
          You bastard...

Walking at a rapid pace, they start through the station, Doc
forcing their speed, clutching Carol under her elbow. They
reach the main concourse after moving down the length of the
promenade... eyes straining.

CAROL STOPS SUDDENLY. SHE STARES DOWN THE LONG CORRIDOR her
eyes finding the thief. He stands near another bank of
lockers, the black suitcase at his feet.

THE THIEF LOOKS UP AT CAROL - virtually within the same
moment that she spots him. His expression never changes. He
takes a step towards her, smiling... Then, with a movement
that is both abrupt and casual, he snatches up the money bag
and disappears behind the constant traffic of train patrons.

DOC HAS SEEN THE THIEF. Recognizing the suitcase he moves
immediately after him. Carol follows Doc but is unable to
keep up. She watches as Doc vanishes behind the row of
lockers.

CAROL ROUNDS THE LAST LOCKER IN THE ROW but both men have now
disappeared from view. She sags back against the edge of the
metal compartments, exhausted, fearful.

                    LOUDSPEAKER VOICE
              (indistinct above the roar of
               the station)
          Attention please.
                    (MORE)
                                                    (CONTINUED)

                                                             58.
CONTINUED: (2)
                    LOUDSPEAKER VOICE (CONT'D)
          The Flyer now boarding at gate three. The
          Flyer now boarding at gate three.

Carol again raises her eyes. Still breathless, her face glows
with moisture.

INT. THE CLINTON'S BARN - (MORNING)

FRAN IS STILL SEATED ON THE STOOL. Rudy stares at her from
the cot. Harold is now absent.

                    FRAN
          I don't think you have to worry much
          about Harold. He won't do anything.

                    RUDY
              (he speaks very politely)
          That right?

                    FRAN
          You can trust him...

                    RUDY
          How long have you been married?

                       FRAN
          Two years.

                    RUDY
          Can he trust you?

                    FRAN
              (smiles)
          That's what matters, isn't it?

Rudy continues looking at her.

                    RUDY
          Come over here a minute...

He gestures with his gun. Fran crosses the distance slowly,
moving with apprehension.

                     FRAN
          Look, I'm not going to be any trouble to
          you either, fact is, this may sound
          funny, but maybe you and I could be close
          friends...

Rudy gestures her closer...




                                                 (CONTINUED)

                                                             59.
CONTINUED:


                    FRAN (CONT'D)
              (continuing)
          You don't always have to have your gun
          out. I'll get whatever you want. Really,
          I will...

Fran smiles. She is now standing over the cot, looking
directly down at Rudy. He jerks her down.

                    RUDY
              (still polite)
          Get rid of that nail polish, I don't like
          it, and when I tell you to come over here
          you move fast. You and I are going to get
          along because I've known a lot of people
          like you, so don't tell me about it
          because I got your ticket going in. Now
          get up and get that paint of your
          fingers... okay?

Rudy smiles.

INT. TRAIN STATION - A SERIES OF ANGLES - DAY

DOC MOVING LIKE A GUN DOG ON THE HUNT between the rows of
lockers; catching sight of the thief momentarily, he closes
in.

After a series of criss-crossed movements among the banked
locker corriders, Doc again loses sight of the thief as the
slender criminal dodges off onto a main passenger concourse.
Doc is faster and more agile than the thief, but the station
is unfamiliar territory to him. Both Doc and the Thief move
carefully, they must not arouse enough attention to make
themselves conspicuous, thus risking police interference.

THE THIEF HURRIES ALONG THE MAIN CONCOURSE weaving between
the incoming and departing passengers that dot the long
corridor.

DOC IN PURSUIT DOWN THE CONCOURSE, he passes several sealed
off departure/arrival gates.

THE THIEF STEPS OFF THE CONCOURSE INTO GATE THREE, an open
stairway winding downward.

DOC FOLLOWS HIS QUARRY DOWN THE STAIRWAY to the train area
where he immediately skips over the winding ramp and onto the
loading platform. Emerging from the short tunnel, Doc isn't
surprised that the Thief is again nowhere in sight. Doc steps
behind a pillar -- he waits watchfully... After a moment or
two, the Thief edges out from behind another column and
starts back up the platform towards the concourse.

                                                 (CONTINUED)

                                                             60.
CONTINUED:

Doc moves quickly to intercept his opponent but, as the Thief
spots his approach, he turns and Joins several passengers
scurrying toward the awaiting train...

THE FLYER STANDS GLEAMING AT TRACKSIDE, perpendicular to the
boarding gate. Two doors to the train stand open, one in the
pullman section, the other entrance admitting day coach
passengers.

CAROL - ON THE MAIN CONCOURSE - MOVING ALONG WITH THE FLOW of
about-to-depart passengers... the Flyer comes into sight,
visible on the next level below.

THE CONDUCTOR - AT TRACKSIDE - STANDS SMILING BROADLY by the
coach entrance. He grins at the boarding PASSENGERS as he
speaks to a nearby BRAKEMAN. The Thief skirts around a
baggage-laden elderly COUPLE and moves up the two-step and
into the rail car passageway.

DOC MOVING QUICKLY AGAIN. He sees the Thief slip past the
conductor and into the train.

THE THIEF IS NOW INSIDE THE DAY COACH. He heads toward the
forward compartments.

DOC EXPERTLY SQUIRMS THROUGH THE BOARDING THRONG and
disappears past the conductor up into the passenger car
vestibule.

ON THE CONCOURSE

CAROL WATCHES AS A BLONDISH MAN in a grey suit skips aboard
the Flyer standing below. She is unable to get a clear look
at the man, and is unsure as to whether or not it was Doc.
She hesitates, then moves forward to Gate Three which will
take her down to trackside...

Carol stands at the edge of the gate -- the last of the crowd
having already passed through. She hesitates again, staring
down at the shining train.

INT. FLYER - DAY COACH

THE AISLE IS CLOGGED WITH PASSENGERS. People hesitate over
their selection of seats, put baggage into overhead racks,
clumsily remove their overcoats... The Thief continues to
move forward, squirming around the passengers at a hurried
but controlled pace.

                                                             61.



AT THE END OF A PULLMAN

DOC ENTERS, THREADING HIS WAY FORWARD, scanning faces. He is
one car behind the Thief and losing ground, due to the fact
that Doc must carefully note the occupants of each seat as he
passes. Doc is further delayed by a WOMAN blocking the aisle.
She struggles painfully, trying to fit a suitcase into an
overhead carriage.

Doc, with the most forced of smiles, reaches up to help her.

30? THE THIEF MOVES THROUGH ANOTHER VESTIBULE and into an 30?
empty car -- now unobserved, he immediately breaks into a
run.

DOC LOOKING, MOVING NIMBLY INTO ANOTHER VESTIBULE AND CAR.
The passengers have become fewer and fewer as he nears the
front of the train.

THE THIEF RUNS THROUGH ANOTHER VESTIBULE AND INTO A SMOKER.
This car also deserted, he maintains his trotting pace,
swinging the heavy suitcase as he goes... reaching the end of
the smoker, he enters the next vestibule and attempts to move
into the following car, but the Thief is brought to a halt by
the sudden dead end of the passageway. The next car holds
only baggage. He has reached furthest forward passenger car.
The Thief desperately tries to open the vestibule door,
hoping to escape by jumping off the train, but the doors are
tightly locked. He begins to retrace his steps.

DOC MOVES CAREFULLY INTO THE NEXT CAR FORWARD, still
unknowingly two cars behind the Thief.

THE THIEF PASSES BACK TO THE VESTIBULE AT THE REAR OF THE
SMOKER, his eye suddenly catching the Men's Lounge. He tries
the door -- locked. The Thief snaps out a pen knife, picks
the lock with a deft movement. Passengers are visible behind
him as he works, filtering into the pullman car following the
smoker. None of them notes his activity. The restroom door
swings open.

INT. MEN'S LOUNGE

The Thief immediately snaps the bolt-lock shut behind him,
crosses the small, murky room and tries to lift the window.
He strains mightily but the glass remains hopelessly
jammed...

DOC ENTERS THE FINAL PASSENGER CAR, notes the half 313 dozen
travelers and continues moving forward, going next into the
smoker.



                                                 (CONTINUED)

                                                               62.
CONTINUED:


THE SMOKING CAR IS EMPTY, although several Passengers and a
PORTER enter it moments after Doc leads the way. Doc passes
through the length of the car, moves into the vestibule and,
like the Thief a few moments before, finds his passage
blocked by the baggage car. Doc hesitates, then turns and
begins going back in the opposite direction.

DOC STOPS AT THE MEN'S LOUNGE -- staring hard at the door for
a moment. He tries the handle. The door remains firmly shut.

                       PORTER
                 (appearing suddenly at Doc's
                  shoulder)
             Be open five minutes out of the station.

Doc nods and moves away, continuing to retrace his steps
toward his point of entrance onto the train.

THE THIEF, HAVING ABANDONED THE JAMMED WINDOW, is now undoing
the snaps and straps holding the suitcase closed. The lid
pulls upward and stacks of money appear under his hands. The
Thief grabs a money pad, runs his thumb over it, then shoves
the stack of greenbacks into his coat's inside breast pocket.

DOC MOVES WITH DETERMINATION back through the passenger cars.

INT. MEN'S LOUNGE

THE THIEF HAS AGAIN CLOSED THE SUITCASE. He nervously looks
about his tight-walled sanctuary, then crosses back to the
window and stares out through a corner of the pane. He pulls
the shade lower.

EXT. TRACK

METAL WHEELS GRIND AGAINST THE RAILS, the train SHUDDERS,
then begins to move forward.

THE THIEF IS WATCHING THROUGH THE MEN'S ROOM WINDOW as the
train edges forward. His body suddenly tightens. He sees Doc
outside the train, walking slowly between a narrow passage of
moving passenger cars and several parked tinders.

                       THIEF'S POV
             DOC GLANCING BETWEEN PARKED PASSENGER
             CARS, walking cautiously ahead. As the
             Flyer continues to move slowly forward,
             Doc disappears from view.

THE THIEF ALLOWS HIMSELF A QUICK SMILE. Turning away from the
window he picks up the suitcase, unbolts the lock and steps
back out into the vestibule.


                                                       (CONTINUED)

                                                             63.
CONTINUED:


AT THE BACK OF THE SMOKER, the Thief seats himself next to a
window and places the suitcase on the cushioned chair
opposite from him. In the forward position of the car, well
behind the Thief's back, a dozen Passengers are scattered
about the lounge chairs. A Conductor appears at the end of
the smoker opposite the Thief and begins to collect and punch
tickets.

As the train begins to pick up speed, the Thief lifts an
abandoned copy of the newpaper off the cushion next to him.
He glances at the front page, then unfolds the width of the
paper. As a precaution against regaining poverty, the Thief
rests one foot against the suitcase. All seems secure. Then,
Doc sits down next to the Thief.

DOC COMPANIONABLY SLIDES AN ARM BEHIND THE BACK OP THE
THIEF'S NECK, pulling him close.

                    DOC
              (softly almost gently)
          When you pop a lock don't mark it.

The Thief's knife instantly flashes into his hand, but before
he can bring it into play, Doc catches his arms.

THE KNIFE IS TIGHTLY WEDGED INTO THE THIEF'S HAND. Doc's
fingers are vise-like at his wrist.

THE OTHER PASSENGERS REMAIN PRE-OCCUPIED AT THE OTHER end of
the car, taking no note of the quiet encounter.

THE CONDUCTOR IS STILL AT THE OPPOSITE END OF THE CAR from
Doc and the Thief. He continues collecting and punching
fares.

INT. STATION GATE - DAY

CAROL IS EXITING. THERE IS AN ANNOUNCEMENT OVER THE

LOUDSPEAKER -- the train has left.

INT. TRAIN - DAY

THE CONDUCTOR AS SEEN BY THE THIEF'S WIDENING EYES. He
methodically punches the tickets, never looking more than two
seats ahead.

THE THIEF'S EYES BULGE AS DOC CHOPS HIM ON THE WINDPIPE. The
Thief goes out. Is he dead?

DOC CHOPS HIM AGAIN. IF HE ISN'T DEAD HE LOOKS IT.

Doc pulls the Thief's hat down over his head.

                                                            64.



INT. STATION - DAY

CAROL CROSSES INTO THE STATION, TAKES A DEEP BREATH.

Sits... waiting. The soldier comes by, stops. She doesn't
recognize anything.

INT. TRAIN - DAY

THE CONDUCTOR ARRIVES AT THE LOUNGE CHAIRS WHERE DOC AND THE
thief are seated. He stops in the aisleway, expectantly
leaning in Doc's direction.

                     CONDUCTOR
          Tickets?

As Doc takes out his wallet, peels a fifty out and gives it
to him.

                    DOC
          End of the line. Two.

                     CONDUCTOR
              (grumpily)
          All right.

The conductor cuts the fare receipt and begins to make
change.

THE THIEF SITS FACING THE WINDOW LOOKING VERY DEAD

INT. CLINTON'S FORD - DAY

RUDY SITS IN THE BACK SEAT AS HAROLD CAUTIOUSLY MOTORS

DOWN the highway. With his one good arm, Rudy cares for the
kitten resting in the cardboard box on the back seat.

                    RUDY
          Talk a little, Harold, loosen up... good
          for you.

Harold works his jaw, his grip tightens on the wheel.

                    FRAN
              (chuckling at Harold)
          Something ought to loosen him up ... how
          comes we're going to El Paso, Rudy?

                    RUDY
          I Just want to find a suitcase.

                                                             65.



INT. KITCHEN - BEYNON'S RANCH - DAY

BEYNON'S BODY REMAINS OUT OF SIGHT behind the overturned
kitchen table... a small trickle of blood oozes out from
under one of the table legs.

The Accountant stands with Cully, Hayhoe and Swain staring
down at Beynon's body.

                    ACCOUNTANT
          They may still be going to Nogales.

                    SWAIN
          What about Laughlin in El Paso?

                    ACCOUNTANT
          Cover both, get someone down there...
          either Rudy and McCoy's got half a
          million.

                    SWAIN
          They've got to switch cars.

                    ACCOUNTANT
          Put out the word.

                    HAYHOE
              (looking back at Beynon)
          What about Jack?

                    ACCOUNTANT
          Tonight... take him out in the country,
          throw him down a dry well, if you can
          find one.

INT. PULLMAN CAR - DAY

AS DOC THUMBS IDLY THROUGH THE NEWSPAPER. He is suddenly
showered with spurting water. He lowers the paper and looks
to the aisle, seeing:

A SEVEN YEAR OLD BLACK PANTHER, dressed appropriately and
holding a water pistol.

                    KID
          Stick 'em up!

Doc looks at the brat.

                    KID (CONT'D)
              (continuing)
          I'm gonna shoot you...


                                                    (CONTINUED)

                                                            66.
CONTINUED:


He squeezes the pistol's trigger, two bursts of water land on
Doc's shirt front. Doc continues staring at the boy. The kid
looks hard at Doc, not giving an inch.

                    DOC
          Come here a second...

Doc takes the boy's arm, gently pulls him closer.

                    DOC (CONT'D)
              (continuing)
          Look, I'm sure you're a nice kid and that
          your mother's nearby...

Now you better get back to her real quick or I'm going to
break your little arm... okay?

Doc releases the boy. The kid looks at Doc for a moment then
bursts into tears and retreats at a dead run back down the
passenger car aisleway. Doc again lifts the paper, turning to
the sports page.

INT. STATION - DAY

CAROL WAITS IN THE STATION. (A SERIES OP ANGLES AND
DISSOLVES)

INT. PULLMAN - DAY

DOC LIFTS THE SUITCASE AS THE CONDUCTOR APPEARS at the
vestibule at the opposite end of the car and announces the
next stop. Doc prepares to get off. The passenger car remains
sparsely populated. No one occupies the seats near the
corpse.

EXT. FIRST TRAIN CONCOURSE - SERIES OF ANGLES AND DISSOLVES -
EARLY MORNING

CAROL SITS WATCHING THE PEOPLE -- she gets up, doesn't know
where to go... sits down again... fear and anticipation on
her face... stands up... ready to go where? Ready to sit down
again, she looks up.

DOC CROSSES SLOWLY TO HER CARRYING THE SUITCASE. Carol
reacts... pleased to see him... pleased that he's back...
until.

                    DOC
              (steely)
          Your kind of mistakes are going to land
          me back in Huntsville.



                                                    (CONTINUED)

                                                          67.
CONTINUED:


                    CAROL
              (nailing him)
          I wouldn't worry Doc. I can always get
          you out... I'll screw every prison
          official in Texas if I have to.

                    DOC
          Texas is a big state.

                    CAROL
          I can handle it.

                    DOC
          I'll bet you can.

                     CAROL
          You'd do the same for me, wouldn't you,
          Doc?
               (rising tone)
          If I was caught, wouldn't you?

Doc is silent. After a long pause.

                     CAROL (CONT'D)
              (continuing - quietly)
          When we had trouble before it was
          different.

                    DOC
              (nodding)
          You don't like the way things are, I
          don't like the way things

                    CAROL
          What do you want to do?

                    DOC
          Maybe we should split up... I'll cut the
          money with you.

                    CAROL
          Do you mean that?

                       DOC
          I mean it.

A long pause. Maybe she wonders; what if he is lying but what
if he isn't? Temptation? She makes up her mind.

                    CAROL
          No... I don't want to leave.

                                                           68.



INT. PASSENGER TRAIN - EARLY EVENING

DOC AND CAROL WATCH THROUGH THE DOUBLE WINDOWS AS THE train
yard lights of a town go strobing by.

EXT. SECOND TRAIN CONCOURSE.

DOC AND CAROL COME DOWN OUT OF THE GANGWAY OF ANOTHER train
and turn up the pavement toward the main part of the depot.
Doc continues holding the suitcase as they walk.

                    DOC
          We'll grab a room for tonight then you go
          out tomorrow and buy yourself some new
          clothes, pick some up for me... Grab some
          food now, paper bag it, we eat in the
          room.

                    CAROL
              (cutting in)
          You've got all the answers. What about
          when they find the body on the train?

                    DOC
          When they find it, they find it.

To the cops a description's only good if there's a channel
for it, and there's no connection between that stiff and the
robbery.

                    CAROL
          You've got it all figured.

                    DOC
              (looking at Carol and thinking
               about Beynon)
          No... there's a couple of things I'm
          still working on.

                       CAROL
          Like what?

But Doc doesn't answer.

INT. TRANSIT HOTEL - NIGHT

DOC LIES NEXT TO CAROL. Carol is eating a hamburger wrapped
in wax paper. She passes one over to Doc along with some
greasy french fries and a couple of napkins .

The Suitcase has been placed on the small writing desk across
the room. Doc silently munches his hamburger.


                                                   (CONTINUED)

                                                             69.
CONTINUED:


Doc glances at the poster rolled up. Carol hasn't put it up
on the wall yet.

                                                         CUT TO:

INT. FIRST TRAIN - NIGHT

THE TRAIN GOES CLICKETY CLICK THROUGH THE NIGHT, the young
panther is stalking and prowling among the sleeping
passengers. His Mother catches him, takes him back to his
seat.

INT. TRANSIT HOTEL - NIGHT

CAROL IS BUSY UNBANDING THE MONEY PADS. A LARGE STACK OF
discarded wrappers have been placed in a metal trash can near
her leg. Behind her, Doc, now in his undershirt, reads a
Texas newspaper.

CAROL CONTINUES TO LOOSEN THE GREENBACKS. She is surrounded
on the double bed by stacks of money. She lights a match,
drops it into the wastebasket. The money bands quickly burst
into flames, consume themselves, then die back into crinkly
ashes.

                    DOC
              (not looking up)
          There may be a hunting party.

                    CAROL
          Why, there's nothing on the news?

                    DOC
          I didn't mean police.

He continues thinking. Carol watches him for a moment.

                    CAROL
          Tell me about it.

Doc looks across at her.

                    DOC
              (calmly)
          Loredo is out. I've been thinking about
          Rudy. If he was on his own, we're okay.
          If Beynon bought him out...

Doc looks at her.

                    CAROL
          What?


                                                    (CONTINUED)

                                                             70.
CONTINUED:


                    DOC
          If Beynon bought him out, and he talked
          then maybe Beynon's boys will be waiting
          for us in El Paso.

Rudy knew about Laughlins.

                    CAROL
          You're full of ifs.

                    DOC
          I think you liked it with him.

I think he got to you.

                    CAROL
          Maybe. At least I got to him.
              (pause)
          Where do we go from here?

                     DOC
          El Paso.

INT. FIRST TRAIN - NIGHT

A WATER PISTOL APPEARS AROUND THE CORNER   OF AN EMPTY
PASSENGER CHAIR. The seven year old brat   squeezes off several
plumes of water. The Thief is hit by the   gun's spray, water
runs slowly down his ear and the back of   his neck.

                     KID
          Bang!

THE BOY WATCHES THE IMMOBILE MAN. He fires again, once again
there is no reaction. The brat steps forward... smiling, he
pushes the thief's arm, pushes harder.

THE THIEF'S BODY SUDDENLY FALLS BACK ACROSS THE CHAIR. His
eyes roll upward... staring at the panther. His neck is
bruised, he pushes his hat back slowly.

                    THIEF
              (very hoarsely)
          Get me a doctor.

INT. HOTEL ROOM - NIGHT

CAROL SLEEPS ON HER STOMACH, her head resting across one arm.
Doc lies beside her, eyes open. He looks over at Carol a
moment, noting the long strands of hair that move
rhythmically back and forth from her gentle breathing. After
a moment Doc quietly stands, moves to the writing table and
stares at the black suitcase.

                                                   (CONTINUED)

                                                          71.
CONTINUED:

He opens the valise and lifts the large stack of greenbacks
into a shaft of light coming through a crack in the drawn
shade. Still holding the money, Doc looks back at Carol.

ONE LAST TIGHTLY BOUND MONEY PAD - NIGHT

Printed clearly on the brown wrapper.

FIRST BANK OF BEACON CITY

BEACON CITY

COMMONWEALTH OF TEXAS

INT. POLICE STATION - NIGHT

A PLAINCLOTHES OFFICER HOLDS A SIMILAR MONEY PAD with his
handkerchief. The Panther is sitting with his mother on a
nearby seat. Still dressed in his panther suit, but no longer
a brat. His face reflects both fear and shock.

THE THIEF IS WITH THEM, BANDAGED AROUND THE THROAT

                    PLAINCLOTHES OFFICER
              (to the Thief)
          Where did you get it?

                    THIEF
              (hoarsely)
          It was a gift.

INT. BEDROOM - MORNING

CAROL COMES IN. SHE IS WEARING A NEW SUIT, SANDALS It looks
great... She tosses a package on the bed.

Doc looks at her outfit and opens his. They are too flashy.

                    DOC
          Thanks.
              (as Carol starts to speak)
          You look great, just great...

They could pick you up for soliciting in ten minutes.

                    CAROL
          That would be the first time.

                    DOC
              (angry)
          When are you going to learn?

                    CAROL
          I did I killed a man.

                                                 (CONTINUED)

                                                             72.
CONTINUED:


Doc throws his clothes away.

                    DOC
              (laughing)
          And that could be all for you., baby.

Carol suddenly angered slaps him.

Doc immediately delivers her a stinging blow.

Carol hits the wall then stands stunned as he quietly ties
his laces and pulls on his jacket. Doc stuffs the Colt .45
into the flapped outside pocket along with 2 clips. He turns
to the bed and picks up the suitcase.

Carol continues looking at Doc.

                    DOC (CONT'D)
          Now you learn3 this time it could be the
          chair for both of us.

Carol starts to speak.

                    DOC (CONT'D)
              (continuing)
          From now on you just shut up and do as
          you're told.

                    CAROL
          If I hadn't killed Beynon., you would
          have.

Doc doesn't answer. He turns and exits. She follows.

INT. POLICE STATION - MORNING

THE CONDUCTOR, THE THIEF AND THE PANTHER STUDY THREE TELEX
PICTURES OF MEN LOOKING SOMETHING LIKE DOC.

Printed at one side of the photographs are their criminal
records.

THE SENIOR DETECTIVE AND THE TWO PLAINCLOTHES

OFFICERS are seated within the Communication room of the
department. The transcriber comes to life as the cylinder
receiver begins to turn.

THE CYLINDER RECEIVER - ANGLES

THE CYLINDER NOW REVEALS DOC MeCOY'S FACE.

                                                           73.



CONDUCTOR, MOTHER AND SON AND THIEF

Yes, that's him. No question about it. That's him.

                    DETECTIVE
              (pointing to the thief)
          How about him?

                    THIEF
              (hoarsely)
          Listen, I'm a friend of the Court.

                    DETECTIVE
          You are here because you're under arrest.

A TRANSISTOR RADIO - MORNING

ON A BEDSTAND. THE FREQUENCY HAND INDICATOR GLOWS with a
yellow light.

                    RADIO
          ... The man has been positively
          identified as Carter Doc" McCoy, only
          recently paroled from a penitentiary
          where he was serving time for armed
          robbery. He is believed to be travelling
          with his wife, Carol Ainsley McCoy...
              (ad libs)

INT. AUTO COURT MOTEL - MORNING

RUDY REACHES OVER TO THE NIGHTSTAND AND SHUTS OFF the radio.
His eyes stare vacantly ahead for a moment.

HAROLD CLINTON IS TIED SECURELY INTO A CHAIR, his mouth
tightly gagged.

RUDY BEGINS TO SMILE. FRAN IS NEXT TO RUDY WITHIN THE bed,
wearing only a bra, sleeping, one arm wrapped around Rudy's
middle.

                    RUDY
          How you doing over there, Harold? You
          sleep okay last night? Good. I'm glad to
          hear it. Did you listen to the news? That
          means we don't have to drive so hard
          today, Harold... we're gonna be
          travelling a lot faster than they are...
          We got a lot more time than I figured.




                                                 (CONTINUED)

                                                          74.
CONTINUED:


Rudy continues smiling. He pulls the sheet away from Frank,
then allows his hand to reach down, cupping her breast from
inside the bra. Fran half awakens, pulls herself closer to
Rudy.

INT. ACCOUNTANT'S OFFICE - DAY

HAYHOE, THE ACCOUNTANT and the rest of the boys are sitting
in the office waiting.

INT. CAR - DAY

RUDY IS DRIVING NOW, Fran and Harold are not speaking.

INT. CAR - DAY

DOC AND CAROL. DOC IS DRIVING. They are also silent.

INT. LAUGHLIN HOTEL - EL PASO - MORNING

CANNON (one of the Accountant's boys, whom we have not seen
before) ENTERS THE DARK NEARLY DESERTED LOBBY and approaches
the reception desk. The large room is populated by
overstuffed and threadbare furniture.

LAUGHLIN looks very much like Dub Taylor and speaks Spanish
just about as badly. He flashes a quick grin from behind the
counter as Cannon draws near. At the switchboard behind
Laughlin, CARMEN, maybe 35, sits next to the telephone jacks
(all of them idle) readinc a movie magazine.

                    CANNON
          You Laughlin?

                    LAUGHLIN
              (Mr. Friendly)
          Yes, sir, and that's my wife and that's
          Junior.

Laughlin indicates a seventeen year old BELLBOY sleeping in
one of the overstuffed chairs.

                    CANNON
          Congratulations. I need a room.

                    LAUGHLIN
          No trouble. You came to the right place,
          one thing we got is a lot of rooms. What
          else can I do for you?

                                                             75.



INT. DOC AND CAROL'S CAR - DAY

AS IT MOTORS DOWN THE TEXAS HIGHWAY. The black suitcase is
propped up between Doc and Carol in the front seat. Doc,
seated on the passenger side, bangs the car radio with his
hand. The radio is obviously not working as he turns the
dials and pushes the buttons.

                    DOC
              (cajoling it)
          C'mon workl I
              (almost pleading)
          C'mon.

We hear garbled words for a moment, pleasing Doc... and then
the radio conks out again. This time Doc hits the radio hard.

                    DOC (CONT'D)
              (angrily to the radio)
          Give me the news!!

When it is clear that the radio won't work:

                    DOC (CONT'D)
          You can't trust anything these days.

                    CAROL
          I'll tell you something, Doc. One day
          you're going to have to trust somebody...

DOC SLAMS THE BRAKE, GRABS THE WHEEL as the car veers over to
the side of the road.

                     DOC
          I trust...
              (he opens the black suitcase)
          Want to see what I trust... In God we
          trust...
              (he pulls out a bill and points
               at it)
          The word's on every bill!!!

                    CAROL
              (slamming the suitcase closed)
          You keep it up and it won't matter how
          far we get away, because it's going to be
          all over between you and me. Do you
          understand that? There won't be anything
          left.

She starts the car up again, and continues driving, her
knuckles tightening around the steering wheel.

                                                          76.



INT. CLINTON'S FORD - ANGLES - DAY

AS IT LEISURELY MOVES ALONG THE ROADWAY BORDERED BY MILES OF
SAGEBRUSH. Harold drives, Fran is again in the front seat
beside her husband... a scrunched up sack of food beside her.
She wipes her mouth with a napkin, shoves it inside the paper
bag, then turns to watch the passing scenery. Rudy sits in
the back, eating spareribs. He suddenly throws a just
finished bone at Fran, hitting her on the shoulder.

                    RUDY
          Have a bone, baby.

He throws another sparerib at Fran.

                    FRAN
              (shouts)
          Oh, Christ, you wrecked my blouse.

God damn it, Rudy, what did you do that for? Jesus.

                     RUDY
              (laughing)
          I'll tell you why I did it... it makes me
          feel good.

He laughs and again throws another bone at Fran. She suddenly
catches his mood and begins laughing herself ... tossing a
bone back at Rudy.

HAROLD CONTINUES DRIVING. His knuckles whiten around the
steering wheel as a sparerib bounces off the window in front
of him.

THE KITTEN IS SLEEPING WITHIN the cardboard box, oblivious to
Rudy and Fran's laughter. (That will be the day.)

EXT. SMALL TEXAS TOWN - DAY

THE CHEVY MOVES ALONG with the light mid-day traffic, passing
various roadside business establishments, then pulls up
before a radio/TV repair and sales shop.

INT. RADIO/TV STORE - DAY

ALL THE LATEST MODEL RADIOS are stacked on shelves around the
small room... a television display featuring several models
is in one corner of the shop. Another TV is playing near the
counter and the PROPRIETOR'S desk.

                    DOC
          A portable.


                                                 (CONTINUED)

                                                            77.
CONTINUED:


                    PROPRIETOR
          Transistor?

                    DOC
          Yeah.

The Proprietor moves to a shelf.

THE SCREEN. As Doc's picture suddenly flashes onto the tube,
with appropriate dialogue.

DOC STARING AT THE TELEVISION, then he quickly reaches over
and snaps the set off.

THE PROPRIETOR BRINGS OUT SOME RADIOS, seemingly oblivious to
Doc's action.

                    PROPRIETOR
          15 to 55 dollars -- take your pick.

DOC TURNS, then looks at the corner of the small shop.

ALL THE TELEVISION SETS have Doc's picture on them.

DOC TURNS BACK TO THE PROPRIETOR -- the man is looking at him
not at the sets.

                    DOC
              (paying)
          Fifty --

Taking a set, he exits.

                    PROPRIETOR
          You have change.

But he doesn't answer.

INT. CAR - DAY

CAROL TURNS AS DOC STICKS HIS HEAD through the open door,
hands her the set.

                    DOC
          We got trouble. Let's take a walk.

DOC AND CAROL WALKING UP THE SIDEWALK OP THE SMALL TOWN. They
turn into a Sporting Goods Store. The Chevy is behind them, a
block away.

                                                             78.



INT. RADIO/TV STORE

THE PROPRIETOR LOOKS CAREFULLY OUT THE WINDOW AT THE empty
car, then turns and grabs his telephone.

INT. SPORTING GOODS STORE

CAROL REMAINS BY THE FRONT WINDOW, PRETENDING TO

EXAMINE some fishing equipment as she keeps her eye on the
street.

Doc moves to the counter at the rear of the store. An
ATTENDANT moves up to help Doc.

                    SALESMAN
              (with a smile)
          Can I help you?

                    DOC
          Sure can. I'd like an Invicta 12-gauge
          pump with the twenty-inch barrel.

                    SALESMAN
          All right. Shells?

                    DOC
          Two boxes of double-ought buck.

                    SALESMAN
          Gonna knock down a wall?

                    DOC
              (big smile)
          Might try that.

The Salesman puts a form in front of Doc then goes to the gun
rack behind him, lifts off a short-barreled shotgun and
begins to wrap it.

                       SALESMAN
          Sign here.

CAROL, AT THE FRONT OP THE STORE, WATCHES THE STREET INTENTLY

EXT. THE STREET

THE RADIO-REPAIRMAN EXITS THE SHOP AS A POLICE CAR comes down
the street and makes a U-turn... stopping near the Chevy.
After a brief conversation the Radio-Repairman goes back
inside his store and the police car pulls forward, down the
street from the Chevy.

                                                             79.



INT. POLICE CAR

THE TWO COPS LOOK LIKE HOMER AND JETHRO. Both men stare hard
at the now staked-out Chevy.

CAROL -- WATCHING PROM THE WINDOW OP THE SPORTING GOODS STORE

AT THE COUNTER THE SALESMAN LAYS OUT THE GUN AND THE BOXES OF
SHELLS. As Doc empties the loose shells into his coat pocket:

CAROL TURNS, LOOKS AT DOC, THEIR EYES MEET. Doc reads her; he
knows that the police are in the street.

AT THE COUNTER THE SALESMAN PUTS A STRING AROUND THE BROWN
PAPER

                    SALESMAN
          Be one hundred and eighty-five thirty-
          two.

Doc quickly pays the man.

                    DOC
          Much obliged.

Doc turns as the Salesman drifts over to another Customer --
he approaches Carol at the store window.

                    CAROL
          Only one car.

                    DOC
          Let's do it.

Carol moves ahead of Doc,, exits the Sporting Goods Store and
starts up the sidewalk.

DOC WATCHES HER FOR A MOMENT, THEN HEADS FOR THE DOOR HIMSELF

EXT. SIDEWALK

CAROL WALKS ALONE BACK TOWARDS THE CAR.

INT. POLICE CAR

HOMER AND JETHRO CONTINUE STARING AT THE CHEW. Their car is
pointed towards the Radio Store, its back to the Sporting
Goods house.

DOC LEAVES THE SPORTING GOODS STORE, CROSSES THE STREET and
begins walking up the opposite sidewalk, back towards the
Chevy.

                                                             80.



CAROL PASSES THE POLICE CAR AND NEARS THE CHEVY

INT. POLICE CAR

THE TWO RURAL COPS MOVE INTO ACTION; their car pulls forward
and parks diagonally across the street, partially blocking
the roadway as xvell as nearly obstructing the Chevy.

CAROL STANDS FROZEN AS HOMER AND JETHRO HOP OUT OF THE POLICE
car, guns drawn.

DOC CROSSES THE STREET BEHIND THE COP CAR

HE LEVELS HIS big gun...

Doc FIRES the shotgun through the "brown wrapping paper point
blank into the squad car, caving in one side of the machine
and blasting the radiator into a steaming wreck.

Homer and Jethro hit the ground, paralyzed with fright as
their car EXPLODES behind them.

With three more BLASTS Doc blows most of the top off the
police car then calmly reloads.

                    DOC
          Slide those guns!

The two cops send their guns clattering across the pavement.

CAROL HAS INSTANTLY MOVED BACK INTO THE CHEVY, started the
engine and begun maneuvering it out onto the street. She
makes a U-turn, then pulls up near Doc.

DOC STEPS FORWARD, KICKS THE TWO PISTOLS BACK UNDER the
police car near the gas tank.

He walks to the back of the car.

Carol throws open the passenger door of the Chevy.

Doc SHOOTS the gas tank of the squad car, it instantly
ignites.

Walking calmly around the burning police car Doc then starts
to climb into the Chevy.

Carol REVS the engine.

Doc pauses a moment, looking back at the prone police
officers and the blazing automobile.



                                                  (CONTINUED)

                                                             81.
CONTINUED:


Carol guns the car forward -- Doc, unprepared for the Chevy's
sudden movement, falls flat on his face across the pavement.

CAROL THROWS THE CHEVY INTO REVERSE, AND ROARS back to pick
up Doc.

DOC, A LITTLE CHAGRINED, PICKS HIMSELF UP, GRABS his gun and
jumps into the Chevy. He slams the door closed, Carol again
tears forward -- tires peeling down the pavement.

HOMER AND JETHRO RAISE THEMSELVES. With very long faces they
study the burning remains of their once proud squad car.

EXT. HIGHWAY

THE CHEVY SPEEDS OUT OF TOWN,, onto an open stretch of road.

INT. CHEVY

DOC JAMS ONE MORE SHELL INTO HIS PAPER-WRAPPED gun -- Carol
grips the wheel tightly concentrating on the road... the
Chevy continues to accelerate.

EXT. HIGHWAY

THE CHEVY CROSSES THE ROAD'S BROKEN WHITE LINE and passes a
lumbering Greyhound bus.

DOC, STARING AT THE HIGHWAY BEHIND THEM; the bus fades off
into the horizon...

                       DOC
                 (finally)
             Here.

THE CHEVY PULLS OFF THE HIGHWAY, MOVES UP A DIRT road for
twenty yards then pulls into a cornfield of a well laid out
farm, smashing through the six foot high stalks. Well out of
sight, the Chevy slams to an abrupt halt.

DOC AND CAROL, RUNNING THROUGH THE CORNFIELD AND BACK UP THE
DIRT road toward the highway. Doc still carries his gun in
the brown wrapping paper. Carol labors with the suitcase as
she runs.

ON THE HIGHWAY DOC STANDS IN THE MIDDLE OF THE ROAD, waving
both arms overhead. The Greyhound bus comes to a lurching
halt, Doc and Carol scramble aboard.

INT. BUS

DOC BUYS TWO FARES FROM THE SCOWLING GREYHOUND DRIVER. The
bus again moves forward.

                                                 (CONTINUED)

                                                          82.
CONTINUED:


DOC AND CAROL SITTING TOGETHER ON THE BUS, Doc hold- 4l4 ing
his camouflaged gun. They lean back on their padded seats as
the bus jostles along the road.

Suddenly... Two Police Cars pass the bus, SIRENS screaming,
lights turning...

Doc and Carol's eyes meet...

One more Black and White passes the bus and races on down the
road.

                                                 DISSOLVE TO:

EXT. TEXAS TOWN - AFTERNOON 4L

DOC WEARS A SUNBEATEN LEATHER JACKET, READING A NEWSPAPER,
while leaning against a hot dog stand. One foot rests on the
suitcase. The Invicta has been re-wrapped in a laundry bag.
The paper is filled with news of the robbery and a mug shot
of Doc.

A GREY MERCURY PULLS UP NEAR THE DOGGIE DINER. Carol is
driving. Doc walks up to the window of the car.

INT. MERCURY

DOC LEANS IN THROUGH THE WINDOW.

                    DOC
          Where are you going?

                      CAROL
          El Paso.

Doc opens the door and moves into the driver's seat.

                      DOC
          How much?

                    CAROL
          Twenty eight hundred.

As she looks at him, he smiles:

                    DOC
          Are you hungry?

                      CAROL
          Not now.

He drives off.

                                                           83.



INT. CLINTON'S STATION WAGON - LATE NIGHT

FRAN IS CUDDLING WITH RUDY IN THE BACK SEAT.

                    HAROLD
          I've got to stop.

                    RUDY
              (as Fran!s hands move over him)
          I'll tell you when.

EXT. HIGHWAY - TEXAS - MIDNIGHT 4L

A FRONTAGE ROAD BORDERING THE EDGE OF A GOOD-SIZED TOWN.
Carol now driving,, pulls off the highway and into an "Oasis"
drive-in restaurant.

THE MERCURY COMES TO A STOP WITHIN A ROW OF CARS FACING the
indoor portion of the restaurant.

DOC AND CAROL - INSIDE THEIR AUTOMOBILE AS THE CAR HOP - a
skinny girl, wearing a brown jacket and slacks, approaches
the car carrying two menus. She arrives with a smile. Doc
leans forward, looking past Carol at the waitress, he lifts
his hand, not accepting the bill of fare.

                    DOC
          That's okay, honey. Two cheeseburgers;
          two coffees and a milkshake.

                    GIRL
          How about fries?

                    DOC
              (big smile)
          Why not?

The Car Hop walks back across the raised cement sidewalk
towards the kitchen area...

INT. MOTEL - NIGHT

HAROLD IS TIED TO A CHAIR, RUDY IS LYING ON THE BED, half-
clothed, eating chicken, drinking a beer, while Fran slowly
strips down to bra and panties.

INT. MERCURY AT THE DRIVE-IN RESTAURANT

DOC AND CAROL WATCH AS THE CAR HOP PREPARES to bolt the
serving tray onto the car-door window.

                    GIRL
          Could you roll it up part way?

                                                   (CONTINUED)

                                                             84.
CONTINUED:


                    CAROL
          Sure thing.

The girl clamps the tray to the window. The Car Hop narrows
her features, looking at Doc and Carol then smiles and turns
and heads back toward the kitchen.

DOC REACHES UP AND CASUALLY ADJUSTS THE REAR VIEW MIRROR

THE MIRROR HAS BEEN TURNED TO REVEAL THE HIGHWAY AND THE
ENTRANCE TO THE DRIVE-IN'S PARKING LOT

CAROL BEGINS TO EAT, she looks casually at the mirror.

DOC SLOWLY EATS HIS CHEESEBURGER, TAKES A SIP OF MILKSHAKE

CAROL REACHES FOR HER COFFEE, spills it and then reaches for
the light switch knob on the dashboard.

THE MERCURY'S HEADLIGHTS BLINK ON

THE CAR HOP AT THE PICK-UP STAND, notes the lights 429 then
turns her head the opposite direction, pretending not to see.

DOC WATCHES THE WAITRESS TURN AWAY

THE CAR HOP STARES AT THE CEMENT PAVEMENT. Within the kitchen
behind her the cooks all look toward the parking lot... their
faces expectant.

DOC WATCHING THE WAITRESS

                    DOC
          She made us.

Carol looks into the rear view mirror. Across the wide lot a
police car appears, cutting in off the highway.

Doc goes into the back seat, Carol kicks the engine over,
jams the stick into gear. All this is accomplished while
staring into the rear view mirror.

DOC LIFTS THE LAUNDRY BAG-COVERED SHOTGUN onto his lap.

THE POLICE CAR cruises slowly along the line of autos...

INT. POLICE CAR

TWO OFFICERS SCAN THE PARKING LOT. THE PASSENGER COP CRADLES
a riot gun.

                     PASSENGER COP
          Mercury.

                                                 (CONTINUED)

                                                           85.
CONTINUED:


THE SQUAD CAR PULLS TO A STOP FIFTEEN FEET behind the
Mercury, seemingly blocking the way.

                    DOC
          Now.

CAROL STANDS ON THE ACCELERATOR. THE MERCURY GOES screaming
forward, as Doc shoots out the back window. Then, as the
terrified cops duck to the side, he shoots out their front
windshield. The Mercury bounces up across the sidewalk as the
empty plates and glasses topple off the serving tray and roll
across the concrete. The car slams back down through a vacant
space on the opposite side, and moves around in a semicircle
across the asphalt, heading for the highway exit.

DOC SMASHES OUT THE REAR WINDOW with the butt of his shotgun.

THE BLACK AND WHITE NOW IN REVERSE, ZOOMING BACK, trying to
get between the Mercury and the highway.

CAROL BRINGING THE CAR AROUND, SHE CAN SEE THE SQUAD CAR
streaking backward. She pulls the wheel to the right and
brings her car across the front of the still stopping Police
Car.

THE OFFICERS TRY TO BRING THEIR GUNS INTO PLAY AS THE Mercury
streaks in front of them.

DOC FIRES THE SHOTGUN TWICE

THE POLICE CAR EXPLODES. THE HOOD IS LIFTED OFF THE CAR. Both
Officers jump out of the vehicle, pouring shots after the
retreating Mercury.

CAROL - SCREAMING AS THE FRONT AND BACK WINDSHIELDS SHATTER
around her.

THE MERCURY, BADLY RIDDLED, PULLS OUT ONTO THE HIGHWAY

ANOTHER SQUAD CAR COMES SPEEDING UP in the opposite
direction. The Driver hits the brakes, the tires smoke along
the street as the Black and White SCREAMS to a stop.

CAROL PULLS THE MERCURY BY THE SQUAD CAR

DOC FIRES ANOTHER TWO BURSTS...

THE POLICE CAR - THE FRONT AND BACK FENDERS ARE HIT; the
wheels disintegrate - the impact of the shells rocks the
Black and White upward.




                                                 (CONTINUED)

                                                             86.
CONTINUED:


THE SECOND PASSENGER COP, FIRING A .38 OUT HIS BACK WINDOW at
the Mercury as it streaks down the road. Three holes open up
on the trunk of the auto.

DOC CAN SEE BOTH OFFICERS JUMP OUT OF THE SECOND Black and
White through the rear window. Carol makes a quick turn off
the highway.

THE MERCURY ROARS DOWN THE DARK STREET INTO THE CITY'S
COMMERCIAL SECTION, suddenly slow, makes another sharp turn -
this time through a red light.

DOWN A SMALLER STREET FILLED WITH SHOPS - CAROL ROUNDS THE
CORNER, whips up to the curb - Doc and Carol jump out of the
car. She carries the suitcase, he hangs onto his big gun.

DOC AND CAROL, MOVING DOWN A DESERTED SIDEWALK; the SOUND of
sirens. They round a corner, then quickly move into an alley.

THE ALLEY IS NARROW, DESERTED. DOC AND CAROL pull back into
an alcove as a prowl car goes SCREAMING down the street and
off into the night. They continue down the alley.

THE OPPOSITE ENTRANCE TO THE ALLEY IS BLOCKED BY a large
metal garbage container, and the DRIVER empties two cans of
garbage into it. Then he starts across the narrow street
beyond in order to grab several others.

DOC LOOKS BEHIND HIM, THEN GRABS CAROL'S ARM. They run for
the container. Doc tosses the suitcase into the container,
jumps in, reaches back, pulls Carol in beside him. SIRENS
again sound close by.

AFTER A MOMENT, A LARGE GARBAGE TRUCK PULLS UP, lifts the
container with hooks and dumps the garbage and Doc and Carol
into the truck.

A SERIES OP ANGLES AS A CRUSHER BEGINS TO MOVE TOWARDS THEM
INSIDE THE TRUCK. Doc and Carol start to panic, but they have
room enough.

WITHIN THE TRUCK DOC WIGGLES HIS .45 out of his jacket and
into his hand. He, Carol and the suitcase are crushed tightly
amongst the garbage. A moment after Doc frees his gun, a load
of garbage descends on their shelter, partially obscuring
them.

THE TRUCK PULLS OUT

DOC AND CAROL SWEATING... BREATHING HARD. Again the SOUND of
sirens... the truck lurches forward.



                                                 (CONTINUED)

                                                             87.
CONTINUED:


THE TRUCK MOVES ALONG THE EMPTY STREETS, passing several
prowling squad cars.

EXT. STREETS - SERIES OF ANGLES - SUNRISE

THE GARBAGE MAN DRIVING THE TRUCK, MAKING STOPS, throwing in
more refuse. The truck continues along.

DOC AND CAROL - THEIR FACES COVERED WITH PERSPIRATION and
flies... buried within their enclosure under the moist
garbage.

A GARBAGE DUMP - MORNING

THE TRUCK GROWLS ALONG THE RUTTED PATHWAY surrounded by acres
of open trash. Areas within the dump reveal the slow,
smouldering fires...

THE TRUCK BACKS UP TO A HUGE CRATER HALF-FILLED WITH REFUSE

THE DRIVER REVS THE ENGINE, PULLS THE BED LIFT GEAR

THE TRUCK BED RISES AND TILTS FORWARD, as the load of trash
tumbles down the face of the crater.

DOC AND CAROL SLIDE DOWN THE MOUNTAIN OF FILTH, and stumbling
forward they climb into a large cardboard box.

THE DRIVER GETS OUT OF THE CAB, checks to see that the
garbage is gone from the truck bed. On his way back to the
cab he finds a magazine to his liking near a shredded auto
tire. With his newly-found prize, the Driver re-enters the
truck and drives away.

THE BOX LIES AT THE BOTTOM OF THE CRATER AMONGST the broken
bottles, melon rinds, flashlight batteries, tin cans, used
tires.

DOC SAWS AT A CORNER OF THE CARDBOARD BOX with his penknife.
The matted paper gives away, allowing them more room within
the box.

                    DOC
          Okay?

                    CAROL
          I think so... I don't know.

Doc puts his hand to her face, wiping away a thin trace of
blood from a scratch.

                    DOC
          It's not deep.

                                                 (CONTINUED)

                                                             88.
CONTINUED:


Carol tries to smile for the first time in quite a while.

                       CAROL
          No scars?

                       DOC
          No scars.

Doc looks across the garbage through the open end of the
crate.

THE HEAT AND THE FLIES HAVE BECOME UNBEARABLE. Carol begins
to scratch her leg.

                     DOC (CONT'D)
          Don't scratch it, just rub, you'll get an
          infection.

Carol ignores him, she is in bad shape.

                    DOC (CONT'D)
              (continuing)
          Do what I tell you, it's not a game.

                    CAROL
          It's all a game, don't bother me.

Doc stares at the garbage around them.

                    DOC
          We better stick here till tonight.

                       CAROL
              (down)
          Yeah.

Doc smiles, trying to get her to smile again.

                    DOC
          We're going to make it.

                    CAROL
              (further down)
          Sure...

Carol rubs one hand along her now terribly soiled, tweed
suit.

She looks away from Doc. Doc stares at her mussed hair and
tear-stained cheeks.

                    DOC
          I want to say something.

                                                 (CONTINUED)

                                                            89.
CONTINUED: (2)


                     CAROL
               (quiet defeat)
           I don't want to hear it.

                     DOC
               (softly)
           Listen to me. It's hard enough.

Carol turns back, faces Doc. Their eyes find one another.

                     DOC (CONT'D)
               (continuing)
           Look, what you said yesterday... I guess
           that was right. It isn't worth anything
           if we don't make it together.

                     CAROL
           I don't think we can any more... If we
           ever get out of here, maybe I should take
           off...

                     DOC
           We got this far.

                     CAROL
           We've come a lot of miles. But we're not
           close to anything.

                     DOC
           I guess you're right.

A pause.

                     CAROL
           I always thought jails make people hard.
           Not you. You're just not tough enough to
           forget about Beynon. I chose you, not
           him.

                     DOC
           Either we pick it up or else we leave it
           right here. We got to go one way or
           another.

                     CAROL
               (setting the condition)
           No more about Beynon.

                     DOC
           Whatever happens it's over.

A pause.


                                                  (CONTINUED)

                                                            90.
CONTINUED: (3)


                    CAROL
              (not trusting his mouth)
          Sounds good.

                    DOC
          You want to try with me?

                    CAROL
              (smiling)
          Things can't get much worse can they?

                    DOC
          I don't see how.

A long moment.

                    CAROL
              (finally talcing Doc's arm)
          Okay.

                    DOC
              (slow smile)
          You and me.

                    CAROL
          Can we make it?

                    DOC
          We get to Mexico, we can have a life.

                    CAROL
          That's all I want... It's the only thing
          I have ever wanted.

As she pulls herself against him:

                    DOC
          I'm going to try and get it for you.

They pull each other closer, tightly holding one another.

RUDY IS LYING IN BED READING A NEWSPAPER PILLED WITH DOC AND
CAROL. The fact that they have been seen in the North. He
smiles.

Fran is in the bed beside him asleep naked under the sheets.

                    RUDY
              (calling softly)
          Harold, you've had ten minutes, get out
          of there.

No answer. Rudy gets up and crosses to the bathroom.

                                                             91.



INT. BATHROOM - DAY

HAROLD IS HANGING FROM A BRACKET. Very dead and not very
pretty. Rudy looks at him, then sits on the John continuing
to read his paper.

EXT. GARBAGE DUMP - LATE DAY

CAROL AND DOC CLIMB OUT OF THE GARBAGE AND BEGIN WALKING HAND
IN HAND.

INT. CATTLE CAR - NIGHT 48L

DOC AND CAROL HUDDLED TOGETHER ON THE FLOOR OF THE EMPTY CAR.
They hold one another tightly fighting the cold and the
relentless roar of metal wheels.

INT. EL PASO SELF-CLEANING STORE - EARLY MORNING

CAROL AND DOC ARE THE ONLY CUSTOMERS. They sit in booths
while their clothes are being cleaned (doors open at bottom).

INT. MEN'S ROOM SERVICE STATION - DAY

DOC AND CAROL WASH THE GRIME FROM THEIR HANDS AND FACES.

EXT. NEW CONSTRUCTION - EL PASO - EARLY EVENING

DOC AND CAROL WALK THROUGH LIKE TOURISTS.

INT. LOBBY OF LAUGHLIN'S HOTEL - EL PASO - MORNING

RUDY AND FRAN ENTER THE HOTEL, EACH OF THEM CARRYING
OVERNIGHT BAGS.

Cannon watches them from across the room, carefully cleaning
his teeth with a cinnamon toothpick.

INT. FOURTH FLOOR CORRIDOR LAUGHLIN HOTEL - MORNING

LAUGHLIN LEADS RUDY AND FRAN down the dark-walled hallway,
stopping before room number 4l8. Laughlin turns the key in
the lock, opens the door.

                    LAUGHLIN
          It's hard to figure. There's something
          about the composition of the track at
          Pimlico... You can't go by the clock, any
          speed horse, take a second off any other
          track in the country.

INT. ROOM 418

                                                          92.



AS THE GROUP ENTERS.

                    LAUGHLIN
              (continuing)
          ... but a speed horse is the only thing
          that consistently holds form. They got to
          let 'em run, dumb God damn trainers try
          to rate 'em, just breaks their heart.

Rudy kicks the door shut with a slam, grabs Laughlin's
shoulder, spins him around, hits him full in the stomach. As
Laughlin begins to fall Rudy catches him, wallops him again
in the mid-section, then throws him back into a ratty
armchair. Rudy instantly pulls out his .44 and shoves it hard
against Laughlin's mouth.

                    RUDY
          Okay, sweetpea, you get two choices. Live
          or die.

                    RUDY (CONT'D)
          Do what I tell you, you not only get to
          live, but maybe you'll pick up some
          money.

                    LAUGHLIN
              (still breathless)
          Just tell me.

                    RUDY
          First things first. Main thing, you work
          for me, otherwise I get you. If I don't,
          six months from now one of my friends
          will.

EXT. EL PASO STREET - DAY

CANNON AT PHONE BOOTH. HE SLIPS A DIME INTO THE SLOT.

INT. ACCOUNTANT'S OFFICE - DAY

THE ACCOUNTANT HANGS UP THE PHONE.

                    ACCOUNTANT
          El Paso. Laughlin's. Rudy's arrived.

DOC IN PHONE BOOTH PLACES CALL

INT. LAUGHLIN'S HOTEL

                                                             93.



LAUGHLIN PICKS UP THE PHONE.

                    LAUGHLIN
          Sure, Doc. I can do it. Just like old
          times... Yeah, it's a nervous way to
          live.

EXT. EL PASO STREET - NEXT DAY - EARLY AFTERNOON

CAROL AND DOC SIT ON A WOODEN BENCH AT A PARK NEAR THE HOTEL.
THE BLACK SUITCASE is on the ground.

ACROSS THE STREET FROM THE BENCH IS LAUGHLIN'S. FOUR stories
of red brick.

A DOC GETS UP AND CROSSES TO THE HOTEL WITHOUT THE BAG

INT. LAUGHLIN'S HOTEL - DAY

DOC ENTERS AND CROSSES TO LAUGHLIN WHO IS BEHIND THE DESK.
The switchboard is now vacant.

                    DOC
          Jimmy. How's it going?

                    LAUGHLIN
              (shaking hands, laughing)
          Good to see you, Doc.
              (handing him a paper)
          It's all there, departure, arrival -
          everything except the $500.

Doc pays him, looks closely into his eyes. Jimmy hasn't
changed and it's set.

                    DOC
          How's Mama and the kids?

                     LAUGHLIN
          Growing -- all of them - every day.
              (then)
          318, you'll be the only ones on the
          floor.

                    DOC
          My lady'11 come in in about five minutes.
          Have some food sent up in half an hour.

                    LAUGHLIN
          Just sandwiches...

                    DOC
          Right.

                                                   (CONTINUED)

                                                             94.
CONTINUED:


He picks up the room key. Doc starts for the elevator.

                    DOC (CONT'D)
          When she gets here, have that kid of
          yours help her with the suitcase.

                    LAUGHLIN
          He took the day off.

                    DOC
          Then you do it.

                    LAUGHLIN
          Can't leave the desk.

Doc gives Laughlin a half-pissed look, then crosses to the
elevator and pulls the cage door open.

LAUGHLIN WATCHES THE RICKETY, self-service elevator move
upward. He reaches for the desk phone.

INT. ROOM 4L8 - DAY

FRAN, WEARING ONLY A BATHROBE, is doing her nails while
watching an old movie on the black and white tube, seated on
the bed. The phone begins to RING.

Fran looks over to Rudy from her overstuffed armchair.

                    RUDY
          Okay, Grunt, pick it up.

ELEVATOR DOORS - THIRD FLOOR

CAROL EMERGES THROUGH THE SLIDING DOOR AND TURNS DOWN THE
CORRIDOR. She walks slowly, carrying the heavy suitcase.
Reaching the door to room 31oj Carol knocks rapidly three
times, waits, then raps out two sets of two knocks. The door
swings open and Doc stands within the archway. She enters.
Doc shuts the door and slips his arms around Carol, revealing
his .45 automatic in one hand.

INT. RUDY'S HOTEL ROOM

RUDY IS SPINNING THE CHAMBER on his .44 then shoves it into
his coat pocket. Fran is getting dressed in the middle of the
room, her breasts and thighs ripple outward from the confines
of the bra and girdle.

THE CALICO KITTEN SLEEPS PEACEFULLY IN ITS cardboard box.

                                                              95.



INT. BATHROOM 3L8

CAROL IS IN THE SHOWER, STEAM HANGS IN THE AIR as she
vigorously soaps her body, cleansing herself of the residue
left from their cross-country flight.

DOC IN THE MAIN ROOM IS STANDING AT THE LARGE windows facing
across to the building next to Laughlins. The fire escape is
one story beneath him. Doc crosses, throws the suitcase on
the bed, undoes the straps and snaps, lifts the lid open. He
stares at the huge amount of money for a moment, then digs
into the suitcase, reaching down to the bottom. He withdraws
his hand, holding four visas.. He puts two of them on the
bureau drawer top... the other two he begins to tear into
sections and places them into a large ashtray. He touches a
match to the scraps.

THE FLAMES CURL AROUND RUDY'S PHOTOGRAPH in the ashtray.

EXT. AIR TERMINAL - EL PASO ENTRANCE - DAY

THE ACCOUNTANT., SWAIN, CULLY AND HAYHOE APPROACH A PARKED
OLDSMOBILE... A HOOD IS DRIVING.

INT. ROOM

ON THE BED IN DOC AND CAROL'S ROOM, THE SUITCASE IS NOW
CLOSED; the .45 automatic sits beside it... Doc's overcoat
also lies across the bedpsread, near it the wrapped shotgun.
The poster is again on the wall.

CAROL still in the bathroom of room 318. She wears only a
slip. Carol is washing out her bra and panties in the
washbasin, using a coarse bar of soap. Doc enters; he begins
taking off his shirt.

                      DOC
            We've got some food coming, should be
            here any minute.

                      CAROL
            Great. I'm going to sleep twelve hours.

                      DOC
            Ten. Laughlin's going to take us across
            at four A.M.

                      CAROL
                (mild complaint)
            Oh, Jesus... how?




                                                      (CONTINUED)

                                                          96.
CONTINUED:


                    DOC
          Jeep. There's a dry river bed fifteen
          miles east. He takes us to the Mexican
          side, drops us off at the airfield by
          breakfast... we've got a 9 o'clock
          flight.

                    CAROL
              (smiles)
          I'll be ready.

                       DOC
              (down)
          Yeah.

                    CAROL
          What's wrong?

                    DOC
              (shrugs)
          I don't know.

                    CAROL
          Get in the shower. You'll feel okay.

                    DOC
              (smile)
          Whatever you say.

INT. FOURTH FLOOR HALLWAY

AS RUDY AND FRAN EMERGE FROM THEIR ROOM. The door shuts
behind them, Rudy guides Fran to the stairs.

INT. BATHROOM 318

DOC STANDS IN THE SHOWER, THE HARD SPRAY BREAKING OVER THE
BACK OF HIS SKULL. Tired, he closes his eyes, rests the side
of his head against the tile.

INT. BEDROOM 318

CAROL STILL WEARING THE SLIP, she lies back across the bed.
Her eyelids slowly fall shut. Carol has pushed the suitcase,
overcoat and .45 off to one side.

RUDY AND FRAN COME DOWN THE STAIRS. Rudy puts one hand inside
his overcoat.

INSIDE THE OLDSMOBILE - EL PASO CITY STREETS

AS THE HOOD DRIVES, SWAIN IS BESIDE HIM IN THE FRONT, CULLY,
THE ACCOUNTANT AND HAYHOE ride in the back seat.

                                                              97.



INT. ROOM 318

CAROL IS NAPPING LIGHTLY ON THE BED AS DOC BURSTS out of the
bathroom... again dressed in his shorts, holding his pants in
one hand.

                      DOC
            Get upI Carol's eyes snap open.

                      DOC (CONT'D)
                (continuing)
            We're moving now!

He quickly pulls his pants on...

                      CAROL
            What is it?

                      DOC
            Laughlin. He's always got his family
            around... that wife and kid of his have
            to stand by his side to make sure he
            stays off the juice and horses.

                       CAROL
            So what?

                       DOC
            If they are not here, he must have sent
            them away.

INT. CORRIDOR THIRD FLOOR

RUDY AND FRAN STEP INTO THE HALLWAY TOWARD ROOM 3l8a passing
several rooms. Fran's face is taut. Rudy starts his nervous
grin.

INT. ROOM

DOC SNAPS HIS ZIPPER CLOSED, REACHES FOR HIS SHIRT.

                      CAROL
            You're crazy.

                       DOC
                (hard)
            Get your clothes on, move your butt.

She looks at him, doesn't move.

                       CAROL
            Sorry. Look, I'm clean. I want to get
            some rest.

                                                      (CONTINUED)

                                                            98.
CONTINUED:


She is interrupted by a hard knock on the door. Doc drops his
shirt to the floor. He quickly reaches down, lifts his .45.
Doc gestures to Carol... she moves towards the door.

                     CAROL (CONT'D)
              (continuing; now at doorway)
          Who is it?

INT. HALLWAY

Fran stands at the door to 318. Rudy is at her shoulder; he
has taken out his revolver.

                    FRAN
          It's your food, I brought up your
          sandwiches...

                    INSIDE 318
          Carol standing near the door., looks at
          Doc. He mouths and half-whispers:

                    DOC
          Stall.

Doc whips his pen knife out of his pocket, crosses the room
to the locked door of an adjoining hotel room. He begins
forcing the lock.

                    CAROL
          Just leave it outside the door... I'm not
          dressed right now.

After a moment:

                    FRAN
          I can't do that, ma'am. You have to pay
          now so I can pay back the boy that went
          out and got the food...

DOC working on the door; his .45 shoved into the waistband of
his pants.

CAROL thinking hard...

                    CAROL
          All right. You'll have to hold on a
          minute, my husband's in the shower...

DOC breaks the lock and opens the door -- he quickly crosses
the dark apartment, moves to the front door, slips out his
automatic, then gingerly cracks the door. His eyes tighten in
amazement as he sees:


                                                    (CONTINUED)

                                                             99.
CONTINUED:


RUDY STANDING SLIGHTLY BEHIND FRAN, his .44 held tightly up
to the door jamb, ready for instantaneous use. Rudy and Fran
are 15 feet down the hallway from Doc's slightly opened door.
They both have their backs turned to him in three-quarter
fashion.

DOC BAREFOOTED., BARE-CHESTED; he decides on a course of
action. The door swings quietly open.

WITHIN THE HALLWAY, DOC CLOSES THE DISTANCE between himself
and Rudy in two swift strides, Rudy turns,, swinging his gun,
too late, as Doc's .45 crashes against his head. Rudy drops.
Fran screams. Rudy looks at Doc, still smiling, eyes glazed.

He falls abruptly. Doc stands over the fallen body. Fran
continues to scream. Doc finally turns away from Rudy,
looking now at the screaming woman. He flattens her with a
left hook to the jaw. Fran drops to the floor as if she had
been shot. Suddenly everything in the corridor is silent.

RUDY'S HEAD IS BLOODIED. He lies without movement.

DOC NOW SLAMS AT THE DOOR OF 318

                    DOC
          Open it up, it's me.

Carol swings the door open. Doc bursts back into the room,
grabs his shirt, begins to button it.

                    DOC (CONT'D)
              (continuing)
          Come on, come on.

                    CAROL
          Who was it?

                    DOC
          Just get your clothes on...

THE FOURTH FLOOR CORRIDOR

AS DOC AND CAROL COME BACK OUT OF 318 they step over the
fallen bodies and start toward the waiting elevator.

Carol stops as she recognizes Rudy. Doc pulls her along,
forcing her to keep moving. Carol again carries the brown
suitcase, Doc holds the shotgun. They go down the back (or
front) stairs.

                                                           100.



INT. LOBBY

THE ACCOUNTANT STANDS AT ONE CORNER OP THE RECEPTION COUNTER
IN THE LOBBY OF LAUGHLINS. Within an alcove behind and to one
side of the desk (the area serving as an office) Cully, Swain
and Hayhoe have stretched Laughlin across the pine desk. The
Accountant eyes both the empty lobby and the entrance to the
hotel3 acting as lookout.

CULLY INSIDE THE ALCOVE LIFTS A SNAPPED OFF LEG of the heavy
chair to use as a club. The thug turns back to the desk where
Swain and Hayhoe have Laughlin pinioned.

                       CULLY
             Just tell us the room number.

LAUGHLIN LOOKS BACK AT CULLY. He is very frightened but says
nothing.

CULLY SLAMS THE WOODEN CLUB DOWN ON LAUGHLIN KNEECAP

                       CULLY
             Now you want to tell me?

                       LAUGHLIN
             McCoy's in 318., the other guy's in 420.

                       CULLY
             Sure about that?

He again whacks Laughlin's knee.

INT. LOBBY STAIRS

DOC AND CAROL EMERGE,, MOVING QUICKLY FOR THE. main entrance.
They get five steps before simultaneously seeing the
Accountant.

                       CAROL
             Doc !

Doc and Carol freeze for an instant.

The Accountant snaps his fingers twice.

Cully lowers his club, looks to the Accountant, as do Swain
and Hayhoe. The Accountant smiles, staring at Doc and Carol.

                       ACCOUNTANT
                 (calmly to his men)
             Out here.



                                                    (CONTINUED)

                                                           101.
CONTINUED:


CULLY, SWAIN AND HAYHOE APPEAR FROM THE ALCOVE BEHIND the
Accountant. They look over his shoulder toward the rear of
the hotel, their eyes finding Doc and Carol.

INT. WITHIN THE MAIN LOBBY

DOC HAS ONE HAND IN HIS OUTSIDE COAT POCKET, WRAPPED

around the .45. Carol continues to hold the suitcase up in
front of herself, almost like a shield. The distance between
Doc and Carol and the hotel entrance has been effectively cut
off by the four opponents standing near the reception desk.
Carol edges backward a few steps, toward the massive wooden
staircase.

                    ACCOUNTANT
          Just have her set it down.

Doc's hand comes out of his coat pocket, a slow gesture
revealing that his palm is empty.

                    DOC
          You want it? Come and take it.

THE ACCOUNTANT NOW PLANKED BY THE THREE MEN

                    ACCOUNTANT
              (quietly)
          Get him.

As the three men reach for their guns.

DOC MOVES MUCH PASTER. HE DUCKS TO   THE RIGHT, levels the
disguised shotgun and fires in the   same movement. The
reception desk near the Accountant   splinters from the blast
and he is hit painfully. The other   three men duck away from
the sudden burst of fire power.

DOC AND CAROL JUMP FOR THE STAIRS

HAYHOE LEVELS HIS PISTOL AT THE RETREATING COUPLE Another
shot from Doc's riot gun... this one breaking open the floor
at Hayhoe's feet and cutting him down at the knees. Cannon,
Cully, Swain and Max open fire as they dive for cover. They
miss their shots, digging up walls, stairs and flooring.

ON THE WINDING STAIRWAY DOC AND CAROL FLEE UPWARD She
struggles with the heavy suitcase, Doc transfers the riot gun
to his left hand, pulls out the more accurate .45 to use with
his right.

                                                         102.



WITHIN THE LOBBY THE SIX MEN SPLIT FORCES

Cully and the Accountant run to the elevator, enter it, pull
the door shut. Swain and Hayhoe, limping, and Cannon and Max
start for the stairwell in direct pursuit of Doc and Carol.
All the men, save the Accountant, now have guns in their
hands.

SWAIN AND HAYHOE CAUTIOUSLY GOING UPWARD. Still below the
first level landing, their eyes search overhead. The SOUND of
Doc and Carol's pounding feet can be heard.

HAYHOE LEANS OUT OVER THE BANISTER, points his gun directly
up and fires.

DOC AND CAROL BETWEEN THE FIRST AND SECOND FLOOR landings as
Hayhoe's bullet tears by, ripping through the wooden banister
supports.

INSIDE THE ELEVATOR THE ACCOUNTANT AND CULLY WATCH the arrow
indicator pass "Two."

DOC AIMING HIS .45 RESTING IT ON THE BANISTER He fires two
shots back down the stairwell.

SWAIN AND HAYHOE MOVING UP THE STEPS TWO AT A TIME Suddenly
Hayhoe's leg buckles as a .45 slug tears through his hip, the
other bullet ripping the plaster wall near his shoulder.

SWAIN IS NOW BESIDE THE BANISTER, he points his 54l revolver
straight up... empties it.

DOC AND CAROL AS SWAIN'S BULLETS BREAK AROUND THEM. Doc pulls
Carol down, lifts the riot gun and fires down the stairwell
with a huge roar.

THE STAIRCASE TEN FEET IN FRONT OF SWAIN IS SMASHED by Doc's
blast. Swain has to climb over the uprooted planking to
continue moving upward. Cannon following.

THE ELEVATOR INDICATOR STOPPING AT "THREE"

CULLY PULLS OPEN THE DOOR, MOVES OUT INTO THE corridor. The
Accountant remains within the elevator.

SWAIN ON THE STAIRWAY FIRES HIS PISTOL UPWARD

CAROL, ON THE STAIRWAY ABOVE, AS THE SHOTS SMASH PAST, runs
ahead of Doc by three steps. They pass the second landing,
keep moving upwards towards the third.




                                                 (CONTINUED)

                                                           103.
CONTINUED:


Doc's focus of attention is downward. He knows that he and
Carol are being pursued up the stairwell, but he isn't aware
of the fact that the gunsels have split their forces.

RUDY ON THE THIRD FLOOR AGAIN RISES LIKE LAZARUS FROM THE
DEAD. His head bloodied from Doc's heavy pistol, he slowly
wobbles to his feet. Rudy looks down at Fran... she sobs
violently, her back leaning against the wall. Rudy picks up
his .44 then stumbles into the open door of Doc and Carol's
room. He unsteadily crosses to the bathroom, closes the door.

CAROL FRANTICALLY MOVING UPWARD, DOC HAS NOW FALLEN five
steps behind.

DOC FIRES THE .45 DOWN THE STAIRWELL AT

SWAIN ON THE THIRD FLOOR

Cully walks cautiously down the corridor, pistol raised. He
moves toward the landing, having covered one quarter of the
distance from the elevator. The Accountant is still within
the elevator.

Carol comes up the stairwell and looks back for Doc. The
SOUND of Swain's pistol and Doc's answering .45. Carol senses
a movement; she turns and sees Cully's gun leveled at her. As
Carol screams:

Doc dives onto the landing facing the corridor... his plane
of movement knee high.,, the riot gun in his left hand, .45
in his right.

CULLY IS HIT IN THE CHEST BY BUCKSHOT. The killing wounds
fling him upward as he fires his own gun... his aim destroyed
by the death blows,, the bullets stray above Carol, high of
their mark.

DOC FIRES THREE TIMES MORE AT THE ELEVATOR CABLE

THE CORRIDOR WALL NEAR THE ELEVATOR IS SMASHED BY ONE OF the
riot gun's jumbo shots, as is the top of the elevator. The
plaster flies away revealing further damage. The cables are
smashed, the elevator breaks loose and plummets downward.

THE EMERGENCY CABLE, INSIDE THE SHAFT

THE MECHANISM TRANSFERS OVER, line catching within the pulley
housing. The line snaps taut - halting the speeding car.

WITHIN THE LOBBY

                                                           104.



AS THE ELEVATOR SLAMS TO A WRENCHING STOP FIVE FEET

ABOVE the floor level. The Accountant bounces from the floor
of the car to the ceiling, then back to the floor.

Laughlin leans across the reception desk in great pain. He
sees the suspended car through the iron grill door.

The Accountant lies completely still on the floor of the
elevator. His head and neck twisted at an oblique angle.

DOC ON THE THIRD FLOOR LANDING

HE JAMS SEVERAL SHELLS INTO HIS RIOT GUN WHILE HOLDING his
.45 ready for an appearance by Swain. Reloading completed, he
stands, with Carol. He again begins to move upward.

SWAIN FIRES FROM THE STAIRWELL

DOC STOPS, SETS BOTH THE RIOT GUN AND THE .45 on 562 the
banister... He waits... on the winding staircase below him
there is a dark movement.

DOC FIRES BOTH GUNS

THE STAIRWELL AROUND SWAIN DISINTEGRATES. The thug is
obliterated by the firepower.

DOC CANNOT SEE THE EFFECT OF HIS SHOTS. He again resumes his
flight upward.

INT. DOC'S BATHROOM

RUDY HOLDS HIS BLOODY HEAD IN THE SINK BOWL, DUMBLY splashing
water over himself. Carol's underwear is still present.
Rudy's pistol lies on the soap tray.

THE LANDING AS DOC AND CAROL COME POUNDING INTO VIEW. No
further avenues open, they turn down the corridor. Doc grabs
Carol and pushes her into the room, past Fran; he kicks the
door shut.

INT. THE ROOM

DOC GRABS THE SUITCASE, RUNS TO THE WINDOW, TEARS off the
shade, lifts the frame, looks. The drop is too far. He grabs
Carol and runs into the hallway.

INT. CORRIDOR

THEY RUN DOWN TWO DOORS AND BREAK IN. Over the door is the
sign "Fire Escape."

                                                         105.



INT. FIRE ESCAPE ROOM

DOC HELPS CAROL OUT ONTO THE FIRE ESCAPE. He aids her with
his left hand, the riot gun now clutched tightly in his
right. He motions, she hands him the suitcase and follows.

EXT. FIRE ESCAPE

THEY DESCEND THE FIRE ESCAPE. They reach the end. The fire
escape stays rigid.

Doc cautiously steps on to the tilted steps. He turns and
with the suitcase crosses to the end. Throws the bag and the
shotgun across the 6 foot gap to the retaining wall,
preparing to jump.

RUDY COMES OUT OF THE ROOM ONTO THE FIRE ESCAPE holding his
.44. He looks down at Doc, then slowly raises his gun. Carol
screams.

DOC JUMPS. RUDY FIRES. DOC IS HIT IN THE SIDE (flesh wound).
In the air he spins and lands. Rudy fires again and again as
he runs down the fire escape. Doc rolls, picks up the shotgun
and fires.

RUDY'S TIME HAS COME. THE JUMBO CHARGES MASH HIM BACK against
the wall and off the fire escape.

CAROL RUNS ALMOST STAGGERING AND GETS READY TO JUMP the six
feet.

THE FIRE ESCAPE. BEGINS TO SINK. CAROL LOOKS AT DOC mutely,
as she sinks beneath the retaining wall.

                    DOC
              (his hand out)
          Jump!

And she does. He catches her and pulls her up.

They look at one another for a long moment, then he stands
and helps her to her feet, and leaving the shotgun behind
they walk into the alley.

RUDY LIES DEAD BEHIND THEM

IN A PARKING LOT AT THE END OF THE ALLEY, SLIM, a tough,
grizzly Western is about to pull out. Doc opens the back door
and Carol gets in. Doc opens the front door as Slim turns and
looks at him.




                                                 (CONTINUED)

                                                         106.
CONTINUED:


                    DOC
              (.45 in hand, pointing)
          Drive.

                    SLIM
          Suit yourself.

He lets out a yell and guns across the lot over the four foot
drop to the sidewalk and into and off a car and into the
street.

                    SLIM (CONT'D)
              (grinning)
          How was that?

                     DOC
              (smiling in spite of himself)
          Just fine.

                    SLIM
          Where we go in1?

                    DOC
          Mexico. I'd like to find a quiet place to
          cross.

                      SLIM
          Why not?

The car pulls forward as the light blinks to green.

EXT. STREET

AS THE CAR PASSES AN INTERSECTION, SEVERAL POLICE cars can be
seen arriving at the front of Laughlins.

The car continues moving up the street, then makes a right
onto a larger boulevard.

Doc half turns to Carol.

                      DOC
          You okay?

                    CAROL
              (nodding)
          Where do we go from here?

                    DOC
          I don't know, airport I guess.




                                                 (CONTINUED)

                                                          107.
CONTINUED:


                    CAROL
          They will have our description before we
          can get a plane.

                    DOC
              (way down)
          Yeah.

                    SLIM
          I guess you ain't gonna shoot me, are
          you?

                    DOC
          I kinda doubt it.

Slim is obviously pleased that some excitement has come into
his life.

                    SLIM
          That's good... I'll cooperate, don't
          worry about that... yes sir, I've had
          some trouble with the law myself.

Doc and Carol look at the man.

                    SLIM (CONT'D)
          Three years ago I dynamited some fish at
          the reservoir.

                     CAROL
              (beginning to laugh)
          Oh my God.

                    SLIM
          That little job cost me a hundred
          dollars... didn't even get to keep the
          fish.

                    DOC
              (resigned to the insanity of
               the moment)
          Let's just get to the border.

                    SLIM
          Sure thing, mister, it's coming right up.
          'Bout an hour. Quiet crossing that is.

EXT. CASETA BRIDGE CROSSING - DAY

THE AMERICAN OFFICIALS SIMPLY WAVE THE CAR BY.

At the white line a Mexican CUSTOMS OFFICER emerges from the
station house. As he looks inside the car:

                                                   (CONTINUED)

                                                            108.
CONTINUED:


                     OFFICIAL
           Buenas tardes... Your destination.

                     SLIM
               (speaking right up)
           Chihuahua... gonna do some sightseeing.

The Official smiles and motions them past.

INT. CAR

AS IT HEADS INTO CHIHUAHUA ON THE MEXICAN SIDE.

                        SLIM
           Which way?

                     DOC
           Juarez - Chihuahua City road.

                     SLIM
           Don't you want to go to the airport?

                        DOC
           Not now.

                     CAROL
           How long before this car's hot?

                      DOC
               (after a moment)
           Pull over.

Slim stops the car near the soft shoulder of the dirt road.
Doc looks at Slim.

                      DOC (CONT'D)
               (continuing)
           Listen... how much money did you make
           this year?

                     SLIM
               (slightly offended)
           What's it to you?

                     DOC
               (patient)
           Come on. How much?

                     SLIM
           'Bout five thousand.




                                                     (CONTINUED)

                                                           109.
CONTINUED:


                    DOC
          How about if I buy your car for ten
          grand?

                    SLIM
          You serious?

                      DOC
          Sure am.

                    SLIM
          And I keep my mouth shut?

                    DOC
          That's what I want.

                    SLIM
          I don't report the car and I don't know
          either of you?

                    DOC
          You got it.

                    SLIM
          How about twenty thousand?

                    -DOC
          How about thirty?

                    SLIM
              (delighted)
          Done, by God.

Doc turns to Carol.

                    DOC
          Pay the man.

As she begins to open the suitcase...

A WAD OF MONEY DISAPPEARING INTO SLIM'S POCKET

DOC LOOKS AT SLIM

                    DOC
          You're going to have to walk back to the
          border.

                    SLIM
          Don't worry about me, I'll grab a cab...
          I can afford it, you know.



                                                    (CONTINUED)

                                                            110.
CONTINUED:


Slim steps out of the car, Carol moves into the front seat as
Doc slides behind the wheel.

                    SLIM (CONT'D)
              (continuing, leaning through
               the window)
          Hope you get to where you're going.

                    CAROL
          Thanks. Hope you do too.

                    SLIM
          By the way, you're getting a hell of a
          car there, mister.

                    DOC
              (laughs)
          Well, I paid a hell of a price. Now for
          God's sake keep your mouth shut.

                    SLIM
              (his pride hurt)
          Wish you hadn't said that. When Slim
          Canfield's lips are sealed, they're
          sealed.

                    DOC
              (smiles)
          Go with God.

DOC SLIPS THE CAR into gear.

                    SLIM
          One thing though... how do I explain this
          to my wife?

                    CAROL
          Tell her you robbed a bank...

The car pulls forward. Slim waves goodbye, then turns and
begins walking back down the highway.

BACK INSIDE THE CAR, DOC ACCELERATES AWAY

                    CAROL
          Are we going to make it?

                    DOC
          Hell, I don't know... but we sure gave it
          a run.




                                                    (CONTINUED)

                                                            111.
CONTINUED:


                      CAROL
                (positive with a small smile)
           Whatever happens... we're going all the
           way.

                     DOC
               (smiles)
           Yeah, why not? We're the good guys.

                     CAROL
           I guess we are.

After a moment:

                     DOC
           Why don't you try the news?

Carol snaps on the radioj the voice of a Mexican announcer is
heard.

                     CAROL
           No more news, from now on we're just
           going to listen to music.

She spins the dial. Mariachi music comes on.

EXT. MAIN HIGHWAY

AS THEY HIT THE MAIN HIGHWAY, DOC PULLS OFF AND STOPS.

                       CAROL
           What now?

                       DOC
           We walk.

THEY ARE WALKING ALONG THE HIGHWAY, THE EDSEL IS now a dot in
the background. Another dot appears, grows bigger, as it gets
closer it is a bus. Very Mexican but very Greyhound in
appearance.

Doc and Carol turn, Doc flags it down.

It pulls to a stop, they board. The bus pulls out.

INT. BUS

DOC PAYS AND THEN FOLLOWS CAROL TO A SEAT.

They sit. Mexico rolls by outside the window.

They look at each other and smile.


                                                     (CONTINUED)

                                                         112.
CONTINUED:


                    VOICE (O.S.)
          Hey!

Doc and Carol look back.

THE BLACK PANTHER IS LEANING OVER THE SEAT, his empty fist
cocked up like a pistol. He grins.

                    BLACK PANTHER
              (pulling the trigger)
          Bang!

Doc and Carol look at him.

FREEZE FRAME.

                                                    FADE OUT.

THE END
TitleGetaway, The (1972)
TypeText
Size185.203 kB
Date Added2008-09-10
Views2459
CategoryMovie Scripts
Placement