GOOD FELLAS

                                by Nicholas Pileggi
                                        and
                                  Martin Scorcese

                            Based on the book Wiseguys
                                        by
                                  Nicholas Pileggi

















                                                       Shooting Draft
                                                       January 3, 1989
                                                       Revised 1/12/89






               FADE IN:

               JUNE 11, 1970S  QUEENS, NEW YORK. THE SUITE - NIGHT

               A smoky, overdecorated cocktail lounge and nightclub on 
               Queens Boulevard. Sergio Franchi is in full voice on the 
               jukebox.  It is after midnight.  It has bean a long night.. 
               Balloons and empty glasses litter the place.  BILLY BATTS, 
               a 50-year-old hood in an out-of-date suit, court at the 
               bar. WE SEE a younger, more sharply-dressed HOOD walk in 
               with a BEEHIVE GIRLFRIEND and hug BATTS.

                                     HOOD
                         Billy. You look beautiful. Welcome 
                         home.

                                     BAITS
                              (laughing and turning 
                              to the bartender)
                         What are you having? Give 'em what 
                         they're drinking.

               WE SEE FOUR OTHER MEN, including HENRY HILL and JIMMY BURKE, 
               standing near BILLY BATTS at the bar, raise their glasses 
               in salute. TOMMY DESIMONE and ANOTHER BEEHIVE BLONDE enter. 
               BILLY BATTS looks up and sees TOMMY.

                                     BILLY
                         Hey, look at him. Tommy. You grew 
                         up.

                                     TOMMY
                              (preening a little)
                         Billy, how are you?

                                     BILLY
                              (smiling broadly at 
                              Tommy and the girl)
                         Son of a bitch. Get over here.

               TOMMY walks over and BILLY, too aggressively, grabs TOMMY 
               around the neck.  TOMMY doesn't like it.

                                     TOMMY
                              (forcing a laugh)
                         Hey, Billy. Watch the suit.

                                     BILLY
                              (squeezing Tommy's 
                              cheek, a little 
                              too hard)
                         Listen to him.  "Watch the suit," 
                         he says.  A little pisser I've 
                         known all my life.  Hey, Tommy, 
                         don't go get too big.

                                     TOMMY
                         Don't go busting my balls. Okay?

                                     BILLY
                              (laughing, to the 
                              crowd at the bar)
                         Busting his balls?
                              (to Tommy)
                         If I was busting your balls, I'd 
                         send you home for your shine box.

               TOMMY'S smile turns to a glare as he realizes BILLY is 
               making fun of him. The Men at the bar are roaring with 
               laughter.  His GIRL is looking glumly at her shoes.

                                     BILLY
                              (to the hoods at 
                              the bar)
                         You remember Tommy's shines? The 
                         kid was great.  He made mirrors.

                                     TOMMY
                              (almost a threat)
                         No more shines, Billy.

                                     BILLY
                         Come ooonnn. Tommeeee. We're only 
                         kidding. You can't take a joke? 
                         Come ooonn.

               WE SEE that TOMMY is still angry, but begins to relax with 
               BILLY'S apparent apology, but as soon as BILLY sees that 
               TOMMY is beginning to relax, he contemptuously turns his 
               back on TOMMY.

                                     BILLY
                              (facing the bar)
                         Now get the hell home and get your 
                         shine box.

               HENRY quickly steps in front of TOMMY who is about to 
               explode. BATTS is facing the bar and does not see just how 
               furious TOMMY has become.

                                     HENRY
                              (gently wrestling 
                              Tommy away from 
                              the bar)
                         Come on, relax. He's drunk.  He's 
                         been locked up for six years.

                                     TOMMY
                         I don't give a shit. That guy's 
                         got no right.

                                     HENRY
                         Tommy. He. doesn't mean anything. 
                         Forget about it.

                                     TOMMY
                              (trying to wrestle 
                              past Henry)
                         He's insulting me. Rat bastard. 
                         He's never been any fuckin' good.

                                     HENRY
                         Tommy.  Come on. Relax.

                                     TOMMY
                              (to Henry)
                         Keep him here. I'm going for a 
                         bag.

               TOMMY roughly grabs his GIRL'S arm and storms out.

                                     HENRY
                              (rejoining Jimmy 
                              and Billy Batts at 
                              the bar)
                         Batts. I'm sorry.  Tommy gets 
                         loaded.  He doesn't mean any 
                         disrespect.

                                     BATTS
                         He's got a hot head.

               WE SEE the LAST TWO GUESTS get up to leave. HENRY puts 
               another dollar in the jukebox and moves back behind the 
               bar and starts to total the register receipts.

                                                                 CUT TO:

               From HENRY'S POV behind the bar, WE SEE the GUESTS leave 
               and suddenly WE SEE TOMMY in the doorway. HENRY walks around 
               the bar and approaches TOMMY.

               WE SEE JIMMY and BATTS are still seated at bar with their 
               backs to the door.

                                     BATTS
                         They're fucking mutts.

               WE SEE JIMMY nod.

                                     BUTTS
                         I seen them.    They walk around 
                         like big shots and they don't know 
                         shit.

                                     JIMMY
                         A guy gets half a load on.  He 
                         mouths off.

                                     BATTS
                         When I was a kid, I swear on my 
                         mother, you mouth off, you got 
                         your fucking legs broke.

                                                                 CUT TO:

               HENRY

               Approaching TOMMY who is carrying a large folded package 
               under one arm.

               TOMMY, followed by HENRY, walks over to the bar where JIMMY 
               and BILLY BATTS are talking. TOMMY drops the package on 
               the floor.

               BILLY BATTS looks up.

               JIMMY turns around and sees that TOMMY has a gun in his 
               hand.

               JIMMY immediately grabs BATTS's arms and WE SEE TOMMY smash 
               the gun into the side of BATTS's head. WE SEE TOMMY hit 
               BATTS again and again as JIMMY continues to hold BATTS's 
               arms.

                                     JIMMY
                              (to Henry, while 
                              pinning Batts's 
                              arms)
                         Quick! Lock the door.

               WE SEE TOMMY club BATTS to the ground with JIMMY holding 
               BATTS's arms.

                                                                 CUT TO:

               HENRY locking the door.

                                                                 CUT TO:

               BATTS'S INERT FORM  -

               on the floor.

               WE SEE TOMMY unfold the package he had dropped near the 
               bar.

               It is a plastic, flower-printed mattress cover.

               TOMMY and JIMMY start putting BAITS's legs into the mattress 
               cover.

               HENRY is standing over them as JIMMY and TOMMY struggle to 
               fit BAITS' s body into the mattress cover.

                                     HENRY
                         What are we going to do with him? 
                         We can't dump him in the street.

                                     JIMMY
                              (to Henry)
                         Bring the car round back. I know a 
                         place Upstate they'll never find 
                         him.

               TOMMY is looking brightly at HENRY, as he and JIMMY finally 
               zip BATTS in the mattress cover.

                                     TOMMY
                         I didn't want to get blood on your 
                         floor.

               EXT. REAR DRIVEWAY - THE SUITE - NIGHT

               Darkness. The open trunk of HENRY 's car. The mattress 
               cover is being shoved into the trunk by the THREE MEN.  It 
               is heavy work.

                                     HENRY
                         Batts's made. His whole crew is 
                         going to be looking for him. This 
                         is fucking bad.

                                     TOMMY
                         There's a shovel at my mother's.

               INT. TOMMY'S MOTHER'S HOUSE - KITCHEN - NIGHT

               Darkness in the kitchen. We hear noise of doors opening 
               and tools being banged around in the dark.

                                     TOMMY
                         SSHHH. You'll wake 'er up.

               Suddenly the light in the entryway goes on, and WE SEE 
               TOMMY'S MOTHER, in housecoat, beaming at her SON and his 
               FRIENDS.

                                                                 CUT TO:

               where TOMMY'S MOTHER' hovers over the seated TOMMY, HENRY 
               and JIMMY. The table is filled with plates and coffee cops 
               and the debris of dirty dishes.

                                     MOTHER
                              (to all)
                         Have some more. Yon hardly touched 
                         anything. Did Tommy tell you about 
                         my painting? Look.

               WE SEE her reach next to the refrigerator and pull up a 
               couple of oil paintings she props on the edge of the table.

                                     MOTHER (CONTD)
                              (proudly)
                         They want me to do a portrait next. 
                         I'm gonna do the Moan Lisa.

                                                                 CUT TO:

               WINDOW

               where WE SEE HENRY 's car with the body in the trunk, still 
               parked at the curb.

               INT. HENRY'S CAR - NIGHT

               Finally on their way, HENRY is driving. JIMMY, in the 
               passenger's seat, and TOMMY, in the rear seat, embracing 
               the shovel, are dozing off. The sleepy humming of the wheels 
               is suddenly interrupted by a thumping sound. At first, 
               HENRY thinks he has a flat, but the thumping is too 
               irregular. JIMMY awakens. His eyes are on HENRY. TOMMY 
               leans forward from the rear seat. Silence.  Thump Silence.

               EXT. MERRITT PARKWAY - NIGHT

               Car pulls off the road onto the grass. HENRY, JIMMY and 
               TOMMY, still holding the shovel, get out of the car.

                                     TOMMY
                         Jesus Christ! Miserable bastard!

               HENRY opens the trunk and steps back.  In the trunk light 
               WE SEE the mattress cover squirming around. We hear muffled 
               groans.

                                     TOMMY
                              (raising the shovel)
                         Can you believe this no-good fuck? 
                         The prick! He's still alive.

               TOMMY suddenly smashes the shovel into the moving, bloody 
               mattress cover.  He smashes it again and again and again. 
               Cursing BATTS with every swing.

                                     TOMMY
                         Rat bastard.
                              (he swings shovel)
                         No-good, low-life fuck.

               TOMMY swings shovel again and again.

               Soon the mattress cover stops squirming and TOMMY stops 
               swinging the shovel. He is exhausted. TOMMY and JIMMY get 
               back in the car.  HENRY is facing the open trunk.

               TILT UP and FREEZE ON HENRY'S face slamming the trunk shut.

                                     HENRY (V.O.)
                         As far back as I can remember, I 
                         always wanted to be a gangster.

               MAIN TITLE:

                                      GOOD FELLAS

               UNFREEZE and

                                                            DISSOLVE TO:

               HENRY - AS A CHILD

               looking out his bedroom window.

               TITLE - EAST NEW YORK:  BROOKLYN.  1955.

                                     HENRY (V.O.)
                         To me, being a gangster was better 
                         than being President of the United 
                         States.

               EXT.  CABSTAND - NIGHT

               HENRY'S POV - A GRIMY ONE-STORY CABSTAND

               with faded "Pitkin Avenue Cabs" sign above the door.  Its 
               after midnight.  WE SEE A HALF-DOZEN, immaculately-dressed

               HOODS wearing diamond pinky rings and silk shirts, lounging 
               around the cabstand talking and sipping coffee.

                                     HENRY (V.O.)
                         Even before I first wandered into 
                         the cabstand for an after-school 
                         job, I knew I wanted to be a part 
                         of them. It was there I belonged.

               HENRY'S POV

               WE SEE a Cadillac pull up to the cabstand.  WEE SEE the 
               car rise slightly when TWO huge, dapper HOODS get out.

               On HOOD #1 WE SEE large diamond pinky ring on a sausage-
               thick finger.

               On HOOD #2 WE SEE a broken-nosed hood's tie hanging loosely 
               across his monogrammed shirt like a silk bandolier.

                                     HENRY (V.O.)
                         To me it meant being somebody in a 
                         neighborhood full of nobodies.

               On the sidewalk WE SEE the TWO HOODS who just got out of 
               the car hug and playfully shove TUDDY VARIO, the sloppily-
               dressed, solidly-built HOOD who runs the cabstand.

                                     HENRY (V.O.)
                         They weren't like anyone else. 
                         They did whatever they wanted. 
                         They'd double-park in front of the 
                         hydrant and nobody ever gave them 
                         a ticket.  In the summer when they 
                         played cards all night, nobody 
                         ever called the cops.

               WE SEE TODDY laughingly try to push them away.

                                     HENRY (V.O.)
                         Tuddy Vario ran the cabstand and a 
                         pizzeria and a few other places 
                         for his brother, Paul, who was the 
                         boss over everybody in the 
                         neighborhood.

               WE SEE a laughing HOOD #1 slyly slip behind TUDDY and grab 
               him around the neck, while HOOD #2 starts feigning punches 
               to TODDY's ample midsection.

               Suddenly TODDY VARIO and HOODS see that PAUL VARIO, the 
               boss, is standing in the cabstand's doorway. VARIO is

               A large man, standing six-feet tall and weighing over 240 
               pounds. He appears even larger.

                                     HENRY (V.O.)
                         Paulie might have moved slow, but 
                         it was only because he didn't have 
                         to move for anybody.

               TODDY and HOODS immediately stop horsing around.

               TITLES CONTINUE.

               CHILD'S BEDROOM - MORNING

               CARMELLA HILL, HENRY'S mother, shoves his books under his 
               arm and pushes him into the hallway. WE SEE. HENRY'S TWO 
               BROTHERS putting on their jackets and picking up their 
               books and almost tripping over another brother's, MICHAEL, 
               wheelchair.  WE CATCH A GLIMPSE OF TWO SISTERS eating 
               breakfast.

               WE SEE HENRY'S construction worker FATHER sipping coffee 
               in kitchen before going to work.

                                     HENRY (V.O.)
                         At first, my parents loved that I 
                         found a job across the street. My 
                         father, who was Irish, was sent to 
                         work at the age of eleven, and he 
                         liked that I got myself a job. He 
                         always said American kids were 
                         spoiled lazy.

                                     CARMELLA
                              (to the brood)
                         Come on. Come on. You'll all be 
                         late.

                                     HENRY (V.O.)
                         And my mother was happy after she 
                         found out that the Varios came 
                         from the same part of Sicily as 
                         she did. To my mother, it was the 
                         answer to her prayers.

               WE SEE HENRY'S MOTHER shove him out the door with his school 
               books.

               EXT. STREET SIDE OF DOOR - DAY

               CARMELLA, in doorway, watches HENRY go down the block toward 
               school. When HENRY turns the corner, along with

               OTHER school-bound' YOUNGSTERS, WE SEE he suddenly stops. 
               The OTHER SCHOOLCHILDREN keep walking.  HENRY carefully 
               sticks his head around the corner. His MOTHER is no longer 
               there.

               WE SEE HENRY race across the street toward the cabstand.

                                     HENRY (V.O.)
                         I was the luckiest kid in the world.

               EXT. CABSTAND - DAY

               WE SEE HENRY leap into the air to catch a set of car keys.

                                     HENRY (V.O.)
                         I could go anywhere.

               EXT. CABSTAND PARKING LOT - DAY

               WE SEE HENRY, who can hardly see over the dashboard, 
               jockeying a MOBSTER'S Caddy around the cabstand parking 
               lot. WE SEE OTHER KIDS, HENRY'S age, watching HENRY, in 
               awe, from behind a fence.

                                     HENRY (V.O.)
                         I could do anything.

               INT. CABSTAND BACKROOM - DAY

               WE SEE HENRY watching TWO UNIFORMED COPS laughing with 
               TODDY and SOME HOODS while stuffing whisky bottles under 
               their tunics.

                                     HENRY
                         I knew everybody and everybody 
                         knew me.

               EXT. SIDEWALK OUTSIDE CABSTAND - DAY

               WE SEE HENRY trying to sip hot espresso coffee just like 
               the BIG GUYS, except WE SEE HENRY grimace because the coffee 
               is too hot and far too bitter.

                                     HENRY (V.O.)
                         But it wasn't too long before my 
                         parents changed their minds. For 
                         them, the cabstand was supposed to 
                         be a part-tie job, but  for me,   
                         it was full-time.

                                                                 CUT TO:

               INT. REAR OF CABSTAND

               TODDY is folding and placing long sheets with policy bets 
               into a brown paper bag. In the BG, WE SEE HOODS going 
               through boxes of stolen orange and blue cardigan sweaters.  
               HENRY waits at TUDDY'S side until TODDY finishes making a 
               notation on a slip of paper. TODDY holds the paper bag in 
               his hands and

                                     TODDY
                              (to Henry, with a 
                              smile)
                         Okay.

               EXT. CABSTAND

               WE SEE HENRY running out the cabstand door carrying the 
               paper bag. He runs past HALF A DOZEN HOODS, lounging outside 
               on wooden chairs, wearing orange and blue sweaters.

                                     HENRY
                         People like my father could never 
                         understand, but I was a part of 
                         something. I belonged.  I was 
                         treated like a grown-up. Every day 
                         I was learning to score.

               INT. KITCHEN - HENRY'S HOUSE

                                     FATHER
                              (in mock concern)
                         Did you study hard in school today? 
                         Did you learn a lot? Huh?

               HENRY is silent and begins backing away.

                                     FATHER
                         I can't hear you, you little liar.
                              (waving the letter)
                         I got this from the school. They 
                         say you haven't been there in 
                         months.

               HENRY tries to dart past his FATHER, but he cannot escape.  
               HENRY gets a blow on the back of his head. HENRY'S MOTHER 
               starts to interfere, but is pushed back.

                                     FATHER
                              (beating Henry, but 
                              glaring at Carmella)
                         Little lying bastard.

               CARMELLA screams.  HENRY doubles up.  HENRY'S FATHER keeps 
               pounding away.

               CLOSE ON HENRY'S FACE

               FREEZE IN ACTION ON HENRY'S FATHER'S FACE

                                     HENRY (V.O.)
                         My father was always pissed off.  
                         He was pissed that he had to work 
                         so hard. He was pissed that he 
                         made such lousy money. Be was pissed 
                         that there were seven of us living 
                         in a tiny house. But after a while, 
                         he was mostly pissed that I hung 
                         around the cabstand. He said they 
                         were bums and that I was a bum.  
                         He said I was going to get into 
                         trouble.  I used to say I was only 
                         running errands after school, but 
                         he knew better.  He knew what went 
                         on at the cabstand and, every once 
                         in a while, usually after he got 
                         his load on, I had to take a 
                         beating. But by then, I didn't 
                         care. No matter how many beatings 
                         I took, I wouldn't listen to what 
                         he said.  I don't think I even 
                         heard him. The way I saw it, 
                         everybody has to take a beating 
                         some time.

               UNFREEZE and continue the beating.

                                                                 CUT TO:

               HENRY'S SWOLLEN AND BEATEN FACE

               INT. CABSTAND BACKROOM

                                     TODDY
                         What happened to you?

                                     HENRY
                         I can't make any more deliveries.

                                     TODDY
                         Whadda you mean, you can't make 
                         any more deliveries? You're going 
                         to fuck up everything?

                                     HENRY
                         My father got a letter from the 
                         school. He said the next time he'll 
                         kill me.

                                                                 CUT TO:

               INT. AUTOMOBILE

               THREE HOODS and HENRY in parked car outside the post office.

                                     HOOD #1
                              (pointing to one 
                              postman)
                         Is that the one?

                                     HENRY
                         NO.

                                     HOOD ยป2
                              (pointing at another)
                         Him?

                                     HENRY
                         No.
                              (pause)
                         There. That's him. That's the guy.

               HOOD #1 and HOOD #2 get out of the car and grab the stunned 
               MAILMAN. He loses his hat and spills some mail as they 
               shove him into the car's rear seat.

               INT. A NEIGHBORHOOD PIZZERIA

               TODDY VARIO is standing in front of a pizza oven. HENRY 
               watches the HOODS shove the MAILMAN against the side of 
               the oven. WE SEE PAUL VARIO in the BG.

                                     TODDY
                              (pointing to Henry)
                         You know this kid?

                                     MAILMAN
                              (barely able to 
                              speak)
                         Yes.

                                     TUDDY
                         You know where he lives?

               MAILMAN nods.

                                     TODDY
                         You deliver mail to his house?

               MAILMAN nods again.

                                     TODDY
                         From now on, any letters to the 
                         kid from his school come directly 
                         here. Do you understand? One more 
                         letter from the school to the kid's 
                         house and ...

               TODDY looks at PAUL VARIO, who nods, and the HOODS pull 
               down the door or the pizza oven and shove the MAILMAN up 
               close.

                                     TODDY
                         ... you're going in the oven head-
                         first.

               FREEZE ON MAILMAN'S face, smeared against the hot stove.

                                     RENKY (V.O.)
                         That was it. No more letters from 
                         truant officers. No more letters 
                         from school. In fact, no more 
                         letters from anybody. How could I 
                         go back to school after that and 
                         pledge allegiance to the flag and 
                         sit through good government 
                         bullshit.

               EXT. MOB SOCIAL CLUB - DAY

               WE SEE HENRY entering a mob social club, nodding to a 
               friendly COP lounging outside, past WISEGUYS in sleeveless 
               underwear sunning themselves in front of the club. WE SEE 
               A COUPLE OF MENACING HOODS smile and nod hello at HENRY.

               REAR YARD OF SOCIAL CLUB

               HOODS are cooking sausages and peppers on grill. There are 
               bottles of homemade wine and keg of beer.

               WE SEE PAUL VAHIO holding court while eating a sausage 
               sandwich.  There are HOODS standing around him at a 
               respectful distance. Only TODDY approaches him with ease.

               WE SEE A HOOD talk to TODDY.  WE SEE TODDY relay the message 
               to PAUL. WE SEE PAUL say something to TODDY, who nods back 
               to the HOOD and then motions to HENRY to come over.  WE 
               SEE TODDY bend down a little and whisper in HENRY's ear.

               DOLLY IN ON PAUL's face.

                                     HENRY (V.O.)
                         Hundreds of guys depended on Paulie 
                         and he got a piece of everything 
                         they made. It was tribute, just 
                         like the old country, except they 
                         were doing it in America.  All 
                         they got from Paulie was protection 
                         from other guys looking to rip 
                         them off. That's what it's all 
                         about. That's what the FBI can 
                         never understand -- that what Paulie 
                         and the organization does is offer 
                         protection for people who can't go 
                         to the cops. They're like the police 
                         department for wiseguys.

               EXT. USED CAR LOT - NIGHT

               WE SEE TUDDY in his car, hand HENRY a hammer, some rags, - 
               and a five-gallon can of gasoline.

                                     TODDY
                              (driving away)
                         I'll be up at the corner.

               WE SEE HENRY break the windows of about six cars parked 
               facing the sidewalk.

                                     HENRY (V.O.)
                         People locked at me differently. 
                         They knew I was with somebody.

               HE SEE HENRY shove the gas-soaked rags through the broken 
               car windows.  HENRY looks up the block where TODDY has 
               parked. HE SEE TODDY (from HENRY'S LOT) look around and 
               nod. HENRY immediately begins tossing lighted matchbooks 
               through the smashed car windows.

                                     HENRY (V.O.)
                         I didn't have to wait on line at 
                         the bakery on Sunday morning anymore 
                         for fresh bread. The owner knew 
                         who I was with, and he'd come from 
                         around the counter, no matter how 
                         many people were waiting.  I was 
                         taken care of first.

               Suddenly the night explodes in orange brightness. WE SEE 
               HENRY begin to run toward TUDDY"s car as the cars he has 
               ignited begin to explode behind him.

                                     HENRY (V.O.)
                         Our neighbors didn't park in our 
                         driveway anymore, even though we 
                         didn't have a car. At thirteen, I 
                         was making more money than most of 
                         the grownups in the neighborhood.  
                         I had more money than I could spend. 
                         I had it all.

               FREEZE ON HENRY'S a silhouette against the darkness like a 
               man in hell.

                                     HENRY (V.O.)
                         One day some of the kids from the 
                         neighborhood carried my mother's 
                         groceries all the way home for 
                         her. It was out of respect.

                                                                 CUT TO:

               EXT.  HENRY'S HOUSE - DAY

               HENRY'S MOTHER opens door of house, bright daylight.

               MOTHER'S POV

               She sees grey lizard shoes, grey pinstriped trousers, grey 
               silk shirt, Billy Eckstein collar, yellow silk tie, and 
               double-breasted jacket.  She looks up and sees HENRY'S 
               smiling face.

                                     MOTHER
                              (aghast)
                         My God!  You look like a gangster.

                                                                 CUT TO:

               SCREAMING MAN

               Running toward the pizzeria, holding his hand.

               EXT.:  PIZZERIA - DAY

               WE SEE HENRY standing near front of store.

                                     MAN
                              (screaming)
                         I've been shot! Help!  Help!

                                     TUDDY
                              (from rear of store, 
                              to Henry)
                         Close the door. Don't let him in.

               HENRY grabs a chair, takes it outside for the MAN to sit 
               on and closes the pizzeria door.

               The MAS collapses in the seat and HENRY immediately starts 
               wrapping the MAN'S shredded and bleeding hand in his apron. 
               The MAN is turning white and praying.

                                     HENRY
                              (soothing the man)
                         It's okay. It's okay. They're 
                         getting an ambulance.

               WE SEE HENRY prop the MAN in his chair and race into the 
               pizzeria for more aprons which he takes outside and wraps 
               around the MAN'S bleeding hand, just as an ambulance pulls 
               up.

               WE SEE TODDY come up behind HENRY as the MAN is rushed 
               away.

                                     HENRY (V.O.)
                         It was the first time I had ever 
                         seen anyone shot.

                                     TODDY
                              (angry)
                         You're some fucking jerk.

               WE SEE that HENRY is stunned.

                                     TODDY
                         I You wasted eight fucking aprons 
                         on that guy. :

                                     HENRY (V.O.)
                         I remember feeling bad about the 
                         guy. But I remember feeling that 
                         maybe Tuddy was right.  I knew 
                         Paulie didn't want anybody dying 
                         in the building.

                                                                 CUT TO:

               INT.  CABSTAND - NIGHT

               HENRY is making a ham and cheese sandwich.

               CAMERA TRACKING through room full of PEOPLE playing cards, 
               through professional CARD DEALERS skittering cards across 
               green felt tables, through BODYGUARDS watching the door, 
               through TUDDY VARIO walking around the tables, through 
               PAUL VARIO standing quietly on the side, through HENRY 
               giving the sandwich to ONE of the PLAYERS.

                                     HENRY (V.O.)
                         It was a glorious time. Wiseguys 
                         were all over the place. It was 
                         before Apalachin and before Crazy 
                         Joey decided to take on a boss and 
                         start a war. It was when I met the 
                         world.  It was when I first met 
                         Jimmy Burke.

               CAMERA COMES TO REST when JIMMY BROKE walks in the door.

                                                                 CUT TO:

               HENRY

               Looking at JIMMY

                                     HENRY (V.O.)
                         He couldn't have been more than 
                         twenty-four or twenty-five at the 
                         time, but he was already a legend. 
                         He'd walk in the door and everybody 
                         who worked the room went wild. 
                         He'd give the doorman a hundred 
                         just for opening the door.  He 
                         shoved hundreds in the pockets of 
                         the dealers and who ran the games. 
                         The bartender got a hundred just 
                         for keeping the ice cubes cold.

               HENRY sees VARIO give BURKE a hug around the shoulder. 
               HENRY sees JIMMY handing money to the DOORMAN.  HENRY 
               watches PLAYERS timidly move their chairs slightly to make 
               room for JIMMY. HENRY sees JIMMY pull out a wad of bills 
               and sit down.

                                     JIMMY
                              (to Henry, who is 
                              standing near the 
                              bar)
                         Hey, kid! Get me a seven and seven.

               WE SEE HENRY make the drink and bring it to JIMMY.

               VARIO is standing next to JIMMY.

                                     VARIO
                              (his arm around 
                              Henry's shoulder)
                         Henry. Say hello to Jimmy Burke.

               WE SEE JIMMY slip a $20 bill in Henry's shirt pocket.

                                     JIMMY
                              (lifting his drink 
                              to Henry)
                         Keep 'em coming.

               FREEZE FRAME OH JIMMY.

                                     HENRY (V.O.)
                         Jimmy was one of the most feared 
                         gays in the city.  He was first 
                         locked up at eleven and was doing 
                         hits for mob bosses when he was 
                         sixteen. Hits never bothered him. 
                         It was business. But what he really 
                         loved to do was steal.  I mean, he 
                         actually enjoyed it.  Jimmy was 
                         the kind of guy who rooted for the 
                         bad guys in the movies.  He was 
                         one of the city's biggest hijackers. 
                         Clothes. Razor blades. Booze. 
                         Cigarettes. Shrimp and lobsters. 
                         Shrimp and lobsters were the best. 
                         They went fast.

               EXT. TRAILER TRUCK - NEAR IDLEWILD AIRPORT - NIGHT

               The trailer truck is stopped at a light in a deserted area 
               near JFK Airport. WE SEE the DRIVER being quietly led to a 
               car where JIMMY BURKE is standing. WE SEE JIMMY routinely 
               take the DRIVER'S wallet. There is absolutely no resistance.

                                     HENRY (V.O.)
                         And almost all of them were 
                         gimmie's.

                                                                 CUT TO:

               CLOSE UP - WALLET

               WE SEE JIMMY put a $50 bill in the DRIVER'S wallet.

                                     HENRY
                         They called him Jimmy the Gent. 
                         The drivers loved him. They used 
                         to tip him off about the really 
                         good loads. Of course, everybody 
                         got a piece. And when the cops 
                         assigned a whole army to stop him,
                              (pause)
                         Jimmy made them partners.

                                                                 CUT TO:

               EXT.  CABSTAND PACKING LOT - DAY

               CLOSE UP - ROWS OF CIGARETTE CARTONS

               piled inside a large trailer truck.

               JIMMY and TOMMY DESIMONE, a youngster about HENRY's age, 
               are moving large cigarette cartons toward truck tailgate. 
               While JIMMY is dressed like a truck driver, TOMMY is - 
               very nattily dressed in a sharply-cut suit and highly buffed 
               shoes.

               JIMMY and TOMMY are loading the cartons into the arms of a 
               WOMAN SCHOOL-CROSSING GUARD who is having difficulty 
               carrying the load.

                                     JIMMY
                         Tommy. Help the lady.

               WE SEE TOMMY scramble down from the truck and help the 
               SCHOOL-CROSSING GUARD to her own car where WE SEE she 
               already bad a load of the cartons.

               WE SEE HENRY standing near her car and watching.

                                     SCHOOL-CROSSING GUARD
                              (driving off)
                         Thank you, sweetheart.

                                                                 CUT TO:

               JIMMY standing between TOMMY and HENRY.

                                     JIMMY
                              (to Henry)
                         Say hello to Tommy. You'll do good 
                         together.

                                                                 CUT TO:

               POLICE CAR

               pulling onto the sidewalk where HENRY, TOMMY and JIMMY are 
               standing. The COPS recognize JIMMY.

                                     COP #1
                         Anything good?

               HENRY watches JIMMY smile and toss a couple of cartons of 
               cigarettes into their radio car.

               The COPS wave and drive off.

               EXT. FACTORY GATE - QUITTING TIME

               WE SEE HENRY busily selling cartons to WORKERS. TOMMY is 
               getting cartons out. of the trunk of a car parked nearby. 
               HENRY is so busy he can hardly keep the money and cash 
               straight. Instead of the neat roll we saw on JIMMY, HENRY's 
               cash is a wrinkled mess. Some of it is rolled, some folded, 
               some in different pockets. WE SEE HENRY approached by TWO 
               CITY DETECTIVES.

                                     DETECTIVE #1
                         What do you think you're doing?

                                     DETECTIVE #2
                         Where did you get these cigarettes?
                              (offering them 
                              cartons)
                         It's okay.

               DETECTIVE #l roughly grabs HENRY's arm.  DETECTIVE #2 grabs 
               HENRY's cigarette cartons. WE SEE HENRY pull his arm away 
               and ONE of the DETECTIVES slaps him across the face.

               WE SEE that TOMMY is about to say something, but runs away 
               instead.

               INT.  CABSTAND - DAY

               WE SEE TOMMY talking to TUDDY and ASSORTED HOODS at the 
               cabstand.

               INT.  COURTROOM - "AR-1"  (ARRAIGNMENT PART 1)

               HENRY is waiting along with DOZENS OF HOOKERS, nodding 
               JUNKIES, MUGGERS and SHOPLIFTERS.  When HENRY'S case is 
               called, WE PAN to a well-dressed MOB LAWYER.  HENRY, who 
               has never seen the LAWYER before, walks to the

               PROSECUTOR'S, rather than the DEFENDANT'S table.  A COURT 
               CLERK nods him over toward his own LAWYER.

               Without acknowledging HENRY, the LAWYER nods and smiles at 
               the JUDGE, who smiles and nods back.

                                     JUDGE
                         Councilor, proceed.

                                                                 CUT TO:

               INT. COURTROOM - CENTER AISLE

               HENRY is walking out of the court. HENRY sees JIMMY BURKE 
               smiling and waiting for him in the rear of the courtroom. 
               JIMMY puts his arm around HENRY like a father, and tacks a 
               one-hundred dollar bill into HENRY's chest pocket. They 
               walk out into the court corridor in silence together and 
               then, suddenly, HENRY sees PAUL VARIO, TOMMY, TUDDY, and 
               the WHOLE CREW from the cabstand waiting for him. They 
               start clapping and whistling and slapping his back and 
               cheering. VARIO, TUDDY and BURKE embrace him.

               While bewildered COPS and LAWYERS watch!

                                     CHORDS OF HOODS
                         You broke your cherry! You broke 
                         your cherry!

               LAST FREEZE.

               TITLE UP - IDLEWILD AIRPORT:  1955

               EXT. WIDE SHOT - IDLEWILD CARGO AREA

                                     HENRY (V.O.)
                         By the time I grew up, there was 
                         thirty billion a year in cargo 
                         moving through Idlewild Airport 
                         and we tried to steal every bit of 
                         it.

               EXT.  AIRPORT DINER - PARKING LOT - DAY

               ANGLE - GREY LIZARD SHOES AND SHARP GREY PANTS

               and UP TO SEE HENRY standing in parking lot, when a large 
               truck pulls up. WE SEE TOMMY DESIMONE standing with him.

                                     HENRY (V.O.)
                         You've got to understand, we grew 
                         up near the airport.. It belonged 
                         to Paulie. We had friends and 
                         relatives who worked all over the 
                         place and they tipped as off about 
                         what was coming in and what was 
                         going out.

               WE SEE DRIVES get out of track with engine still running 
               and leave door open. He nods to HENRY who does not respond 
               and the DRIVES casually walks toward the diner.

                                     HENRY (V.O.)
                         If any of the truckers or airlines 
                         gave as trouble, Paulie had his 
                         people scare then with a little 
                         strike. It was beautiful. It was 
                         an even bigger money-major than 
                         numbers, and Jimmy was in charge. 
                         Whenever we needed money, we'd rob 
                         the airport. To us, it was better 
                         than Citibank.

               INT. TABLE IN DINER

               WE SEE DRIVER rise from debris of breakfast dishes, leave 
               a tip and pay the CASHIER. Be walks out the door toward 
               his truck in the parking lot.

               HOLD ON the door.

               DRIVER rushes back in through the door toward the CASHIER.

                                     DRIVER
                              (flushed and agitated)
                         Hurry, gimme the phone. Two niggers 
                         just stole my track.

               INT. SONNY'S BAMBOO LOUNGE - DUSK

               A cavernous room within earshot of the airport that looks 
               like a movie nightclub. No matter when you walk into the 
               Bamboo Lounge it's always the middle of the night.

               CAMERA TRACKS past the zebra-striped banquettes and bar 
               stools, past sharpy BUSINESSMEN, BOOKMAKERS and HOODS.

                                     HENRY (V.O.)
                         There was Jimmy and Tommy and me. 
                         And there was Anthony Stabile, 
                         Angelo Sepe, Fat Andy, Frankie the 
                         Wop, Freddy No Nose, Pete the 
                         Killer, Nicky Blanda, Mikey 
                         Franzese, and Johnny Echoes, who 
                         got that nickname because he said 
                         everything twice.  Like*, "You 
                         wanna get the papers, get the 
                         papers."

               CAMERA TRACKS to the backroom which WE SEE is filled with 
               racks of clothes, boxed television sets, new toaster ovens 
               and stereos.  WE SEE MAN rolling racks of fur coats into 
               the room which looks like a discount store warehouse.

                                     MAN
                              (to Sonny)
                         Sonny, we got the coats.

                                     SONNY
                              (ignoring the man, 
                              and to Henry)
                         You got any suits?

                                     HENRY
                         Not till Thursday.

                                     SONNY
                              (closing door to 
                              backroom)
                         I need suits.

                                                                 CUT TO:

               HENRY, JIMMY, TOMMY, AND ASSORTED HOODS AND THEIR 
               GIRLFRIENDS

               are having a party. There are champagne buckets around the 
               table which is littered with steak and lobster dishes. The 
               table is a mess and everyone is laughing. WE SEE HENRY 
               look at his watch and look at the lounge's entrance.

                                     HENRY (V.O.)
                         For us to live any other way was 
                         nuts. To us, those goody-good people 
                         who worked shitty jobs for bum 
                         paychecks, who took the subway to 
                         work every day and worried about 
                         their bills, were dead. They were 
                         suckers. They had no balls. If we 
                         wanted something, we just took it. 
                         If anyone complained twice, they 
                         got hit so bad they never complained 
                         again. It was routine. You didn't 
                         even think about it.

                                                                 CUT TO:

               DOORWAY or BAMBOO LOUNGE WE SEE FRENCHY MCMAHON, a beefy 
               man in a leather wind-breaker, enter.

               WE SEE HENRY get up and go over to greet him.

                                                                 CUT TO:

               THE BAR

               HENRY and FRENCHY embrace.

               FRENCHY is still wearing his Air France cargo worker's - 
               coveralls under his leather jacket and WE SEE the "Air 
               France" logo and the name "Frenchy" in script over the 
               coverall's breast pocket.

                                     FRENCHY
                              (trying to whisper 
                              above the din)
                         It's all there. I can get you past 
                         the alarms and I can get the key.

               WE SEE HENRY torn to table and wave at JIMMY to join the 
               at the bar.

                                                                 CUT TO:

               THE TABLE

               WE SEE JIMMY get up and go to the bar.

               WE SEE TOMMY at the table with SONNY BAMBOO, the owner, 
               hovering around. SONNY BAMBOO is holding a thick sheaf of 
               bills.  WE SEE SONNY timidly approach TOMMY by whispering 
               in his ear. In the BG, WE ALSO SEE the face of a terrified 
               WAITER.

                                     TOMMY
                              (putting his arm 
                              around Sonny's 
                              shoulder)
                         It's okay.  Put it on the tab.

                                     SONNY
                              (whispering with 
                              fear a11 over his 
                              face)
                         Tommy, it's not just this.  Tommy, 
                         please. It's seven grand here.

               WE SEE TOMMY just stare menacingly at SONNY.

                                     SONNY
                              (he started, he 
                              might as well finish)
                         Tommy, I need the money, Tommy, 
                         please. I owe the world.

                                     TOMMY
                              (leaping from the 
                              table in a rage)
                         You Sonofabitch fuck. Are you 
                         calling me a deadbeat?  The money 
                         I spent here? Embarrassing me in 
                         front of my friends. You miserable 
                         fuck.
                              (turning to his 
                              pals)
                         Can you believe this bastard?
                              (back to a terrified 
                              Sonny)
                         Ungrateful fuck!  I oughta break 
                         your fucking legs!

               WE SEE SONNY BAMBOO flee toward his office, with TOMMY 
               making a half-hearted gesture to follow, but instead, he 
               walks over and joins HENRY, JIMMY and FRENCHY at the bar. 
               He is smiling.

                                     FRENCHY
                              (to Tommy)
                         Hey, Tommy. Have a drink.

               INT.  BACKROOM - CABSTAND - DAY

               WE SEE SONNY BAMBOO meekly seated at table facing PAUL 
               VARIO.  HENRY is standing behind SONNY BAMBOO for support.

                                     VARIO
                              (groaning)
                         If you knew those fucking kids. 
                         They're nuts. Especially that Tommy. 
                         What am I going to do with them?

                                     SONNY
                              (sweating)
                         But I'm worried. I'm hearing all 
                         kinds of things. Paulie.  You know 
                         me all my life.  I've always done 
                         the right thing.

                                     VARIO
                         You think that matters?  You think 
                         they give a shit about anything? 
                         The little bastards.

                                     SONNY
                         But it isn't right, Paulie.    
                         That Tommy, he's making trouble 
                         for me all over town.  I can't go 
                         here.  I can't go there.

                                     VARIO
                         You?  You think you're the only 
                         one?  I've talked to them a million 
                         times, but they don't listen.

                                     SONNY
                              (weakly)
                         But, Paulie, please.

                                     VARIO
                              (barely listening)
                         Someday they'll get what's coming 
                         to them. That's the only way they'll 
                         stop.

                                     SONNY
                              (pleading)
                         Paulie, I swear, I'm afraid. The 
                         guy's nuts. What do I have to do? 
                         Whatever I gotta do, I'll do.

                                     VARIO
                              (arms outstretched 
                              like a saint)
                         What can I do? If I could do 
                         something, don't you think I would?

               SONNY looks up at HENRY for support.

                                     HENRY
                              (to Sonny)
                         Tell him. It's okay.

                                     VARIO
                         What?

                                     SONNY
                         I was thinking that maybe you could 
                         come in with me. Take a piece of 
                         the place. If you were with me, 
                         maybe than they'd have to lay off.

                                     VASIO
                         What, do I need ...

                                     SONNY
                              (interrupting)
                         I mean it. We could do good.

                                     VARIO
                         You want a partner?

                                     SONNY
                         Please?

               EXT. BAMBOO LOUNGE - OUTSIDE - DAY

               WE SEE trucks with liquor, beer, sides of beef, even 
               furniture like bar stools and large mirrors being unloaded 
               and delivered into the front door.

                                     HENRY (V.O.)
                         Now the guy's got Paulie for a 
                         partner. Any problems, he goes to 
                         Paulie. Trouble with the bill?  He 
                         can go to Paulie. Trouble with the 
                         cops? Deliveries? Tommy? He can 
                         call Paulie.

               INT.  BAMBOO LOUNGE - DAY

               WE SEE HENRY AND TWO HOODS from cabstand checking the cases 
               of liquor being delivered into the lounge. The entire room 
               is filled floor to ceiling with cases of whiskey, wine, 
               crates of lobster, and shrimp, and stacks of table linen 
               and sides of beef. The place looks like a warehouse.

                                     HENRY (V.O.)
                         But now the guy has got to come up 
                         with Paulie 's money every week, 
                         no matter what. Business bad? Fuck 
                         you, pay me. You had a fire?  Fuck 
                         you, pay ma.  The place got hit by 
                         lighting? Fuck you, pay me.  Also, 
                         Paulie could do anything. Especially 
                         run up bills on the joint's credit. 
                         Why not? Nobody's gonna pay for it 
                         anyway.

               EXT.  BAMBOO LOUNGE - REAR ALLEYWAY - DAY

               WE SEE cases of liquor, wine, etc., being carried out of 
               the rear door of the lounge by HOODS from the cabstand and 
               loaded onto U-Haul trucks.

                                     HENRY (V.O.)
                         As soon as the deliveries are made 
                         in the front door, you move the 
                         stuff out the back and sell it at 
                         a discount. You take a two hundred 
                         dollar case of booze and sell it 
                         for a hundred. It doesn't matter. 
                         It's all profit.

               INT.  BAMBOO LOUNGE OFFICE

               HENRY, JIMMY and TOMMY are standing around the small 
               workman's table. There is no desk. The office looks denuded 
               of furniture.  A LAWYER is going over papers.

               A terrified, unshaven SONNY BAMBOO is seated behind the 
               desk. The LAWYER is showing him where to sign.

                                     HENRY (V.O.)
                         And, finally, when there's nothing 
                         1 left, when you can't borrow 
                         another buck from the bank or buy 
                         another case of booze, you bust 
                         the joint out.

                                                        CUT DIRECTLY TO:

               LARGE CLOSE UP OF - HANDS

               making rolls of toilet paper being kneaded into long rolls 
               with Sterno.

                                                                 CUT TO:

               HENRY AND TOMMY shoving wads of Sterno paper into the 
               ceiling rafters.

                                     HENRY (V.O.)
                         You light a match.

                                                                 CUT TO:

               CLOSE UP - MATCH

               Lighting rolls of Sterno paper.

               EXT. BAMBOO LOUNGE - CURBSIDE - NIGHT

               The street is empty.  HENRY and TOMMY are seated in HENRY'S 
               car. They are watching the Bamboo Lounge.

                                     TOMMY
                              (to Henry)
                         You gotta help me. Okay? This girl 
                         I told you about? Diana? She's 
                         from the Five Towns. She's Jewish. 
                         She won't go out with me alone. 
                         Can you believe this shit? She's 
                         fucking prejudiced, but she's built. 
                         She's never been out with an Italian 
                         before. She says she'll only go 
                         out on a double date with her 
                         girlfriend.  You believe this shit? 
                         But you gotta see her. I mean, 
                         she's beautiful.

                                     HENRY
                              (laughing)
                         Will you get the fuck out of here.

                                     TOMMY
                         Is it my fault she won't go out 
                         without her girlfriend?  For 
                         Chrissake.  Come on.  You don't 
                         even have to stay.  Jeesuz!  What's 
                         the big deal?

                                     HENRY
                         Tommy  ...

                                                                 CUT TO:

               HENRY AND TOMMY

               watching smoke coming out of basement windows of Bamboo 
               Lounge.

                                     TOMMY (O.S.)
                              (back to conversation)
                         I swear you don't have to do 
                         nothing. You just show up and then 
                         leave. What do you think, I want 
                         you around? All I need is for you 
                         to get me started.

               We hear car angina start.

               INT. A QUIET PLUSH BANQUETTE IN THE VILLA CAPRA

               A red damask restaurant. TOMMY and HENRY are seated on the 
               outside of a U-shaped banquette with their two girls, DIANE 
               and KAREN, seated inside.  DIANE is being wooed and pawed 
               by a blissful TOMMY. DIANE is enjoying every bit of TOMMY'S 
               undivided attention. KAREN has not touched her melted baked 
               Alaska and is looking directly at HENRY. HENRY is stirring 
               his coffee.

                                     HENRY (V.O.)
                         I had a meeting with Tuddy around 
                         eleven o'clock and here I am a 
                         back-up guy.

                                     KAREN
                              (sarcastically)
                         Have more coffee.  It'll wake you 
                         up.

                                     HENRY (V.O.)
                         I couldn't wait to get away. I was 
                         ordering the dessert when they 
                         were eating dinner. When they were 
                         having coffee, I was asking for a 
                         check.

                                     TOMMY
                              (to Henry, while 
                              hugging Diana)
                         Isn't she great? Isn't this great? 
                         Let's do it tomorrow night? Okay?

                                     KAREN (V.O.)
                         I couldn't stand him.  I thought 
                         he was really obnoxious. He kept 
                         fidgeting around.

               EXT. RESTAURANT - PARKING LOT - NIGHT

               WE SEE HENRY pushing KAREN Into the car.

                                     KAREN (V.O.)
                         Before it was even time to go home 
                         he was pushing me into the car ...

               EXT. CURBSIDE - KAREN'S HOUSE -

               WE SEE HENRY hurrying KAREN out of the car.

                                     KAREN (V.O.)
                         ... and then pulling me out.  It 
                         was ridiculous. But Diana and Tommy 
                         had made us promise to meet them 
                         again on Friday night. We agreed. 
                         Of course, when Friday night came 
                         around, Henry stood me up.

               INT.  VILLA CAPRA RESTAURANT - NIGHT

               WE SEE TOMMY, DIANE and KAREN seated at a table set for 
               four.

                                     KAREN (V.O.)
                         We were a trio instead of double-
                         date that night, but I made Tommy 
                         take me looking for him.

               EXT. CABSTAND SIDEWALK - NIGHT

               A hot night. The HOODS have moved to the sidewalk where WE 
               SEE them sitting in sleeveless underwear, watching the 
               street.

               WE SEE HENRY leave the cabstand when suddenly a car 
               screeches up on the sidewalk directly in front of him. The 
               HOODS scatter and WE SEE that HENRY is terrified.

                                     KAREN
                              (charging out of 
                              the door, screaming)
                         You've got some nerve. Standing me 
                         up. Nobody does that to me. Who do 
                         you think you are? A big shot?

                                                                 CUT TO:

               HENRY

               who sees TOMMY and DIANE in the car, laughing.

                                     HENRY
                              (embarrassed and 
                              defensive)
                         I didn't know, I swear.  I thought 
                         it was next week.

                                     KAREN
                         Liar!

                                                                 CUT TO:

               HENRY

               Who sees the WISEGUYS laughing.

                                     HENRY
                         Take it easy.  We can talk about 
                         it.

                                     HENRY (V.O.)
                         She's screaming on the street and 
                         I mean loud, but she looked good. 
                         She had these violet eyes.  I 
                         remember she's screaming, but mostly 
                         I'm looking at her eyes. They were 
                         just like Elizabeth Taylor's. That's 
                         what everybody said.

                                     KAREN
                              (furious)
                         Talk? To you? After what you did!

                                     HENRY
                         I thought you were going to stand 
                         me up. You looked bored. You didn't 
                         say anything. What did you expect. 
                         Tommy was all over me. Right?

               WE SEE KAREN relax for a second.

                                     HENRY
                         Come on, let me make it up.

               INT.  ENTRY TO KAREN'S SUBURBAN HOME - EVENING

               ANGLE ON GOLD CROSS AROUND MAN'S NECK

               and TILT UP. HENRY is all smiles and slicked-up.

               Standing in the door wearing a grey suit and open-necked 
               black silk shirt with a gold cross and chain.

                                     KAREN
                              (filled with alarm)
                         Button year shirt, quick!  Hurry

               HENRY buttons his shirt as KAREN'S MOTHER comes to the 
               door.

                                     KAREN
                         Ma, this is my friend, Henry Hill.

                                     MOTHER
                         My daughter says you're half-Jewish?

               EXT.  COPACABANA - NIGHT

               HENRY gives the keys and a rolled-up twenty-dollar bill to 
               the DOORMAN at the building across the street and steers 
               KAREN toward the Copa.

                                     KAREN
                         What're you doing? What about the 
                         car?

                                     HENRY
                              (while pushing her 
                              through the crowd 
                              waiting to get in)
                         He watches it for me. It's better 
                         than waiting at a garage.

               HE SEE HENRY deftly steer KAREN away from the Copa's main 
               entrance and down the basement steps. A HUGE BODYGUARD, 
               eating a sandwich in the stairwell, gives HENRY a big 
               "Hello." WE SEE HENRY walk right through the basement 
               kitchen, which is filled with CHINESE and LATINO COOKS and 
               DISHWASHERS who pay no attention. KAREN is being dragged 
               along, open-mouthed, at the scene. HENRY starts up a stained 
               kitchen staircase through a pair of swinging doors and 
               suddenly KAREN sees she is inside the main room. The harried 
               MAITRE D' (he is surrounded by CUSTOMERS clamoring for 
               their tables) waves happily at HENRY and signals to a 
               CAPTAIN. WE SEE a table held aloft by TWO WAITERS wedging 
               their way toward the stage and plant the table smack in 
               front of what had until that moment been a ringside table. 
               As HENRY leads KAREN to their seat, she sees that he is 
               nodding and shaking hands with MANY of the OTHER GUESTS.  
               WE SEE HENRY quietly slip twenty-dollar-bills to the 
               WAITERS.

                                     KAREN
                              (sitting down)
                         You gave them twenty dollars each?

               WE SEE the CAPTAIN approach with champagne.

                                     CAPTAIN
                         This is from Mister Tony, over 
                         there.

                                     HENRY
                         Where, over there?

                                     CAPTAIN
                         Over there, over there.

               KAREN watches HENRY turn around and wave at a 280-POUND 
               HOOD.

                                     KAREN
                         What do you do?

                                     HENRY
                              (toasting Karen and 
                              clinking glasses)
                         I'm in construction.

                                     KAREN
                              (taking his hands)
                         They don't feel like you're in 
                         construction.

               HENRY turns to the stage where the lights begin to dim and 
               BENNY YOUNGMAN walks out.

                                     HENRY
                         I'm a union delegate.

               EXT. AIR FRANCE CARGO AREA - NIGHT

               On loading platform HE SEE HENRY and TOMMY dressed in Air 
               France coveralls.

               HENRY is carrying a large suitcase.

               Suddenly WE SEE FRENCHY McMAHON come through a door, slip 
               HENRY a key and lead them back into the office area near 
               the entrance.

               HENRY goes to the door marked "SECURITY AREA" that FRENCHY 
               points out and opens it with the key. HENRY and TOMMY go 
               inside.

                                                                 CUT TO:

               HENRY AND TOMMY

               coming out with the suitcase, close the door and walk right 
               past FRENCHY without saying a word.

               INT. CABSTAND BACKROOM - NIGHT

               WE SEE the suitcase open on the desk. WE SEE VARIO, JIMMY, 
               HENRY and TOMMY standing around, wreathed in smiles. HENRY 
               is counting stacks of cash, spreading them all over the 
               desk.

                                     HENRY (V.O.)
                         Air France made me. We walked out 
                         with four hundred and twenty 
                         thousand dollars without a gun. 
                         And we did the right thing.

               HENRY counts up $420,000 and slides ten packages of $l00-
               bills in front of VARIO who stands up and proudly kisses 
               HENRY on the cheek. JIMMY and TOMMY, both aglow with the 
               moment, look on.  It is clear that HENRY has come of age.

                                                                 CUT TO:

               HENRY'S FACE

                                     VARIO
                              (to Henry)
                         It's a lot of money for a kid. If 
                         anyone asks, just say you won it 
                         shooting crap.

               EXT. BEACH CLUB - DAY

               HENRY and KAREN are at a sun-drenched table after paper-
               cup and paper-plate lunch where HENRY is trying to pay 
               cash.

                                     KAREN
                              (touching Henry's 
                              arm)
                         No.  No.  You've got to sign for 
                         it.

               WE SEE athletic YOUNG MEN and WOMEN in white clothe* 
               carrying tennis and squash rackets walk by. One young man, 
               BRUCE, says hello to KAREN. She introduces him to HENRY.

                                                                 CUT TO:

                                     KAREN
                              (after Bruce walks 
                              on)
                         He lives across the street.

                                                                 CUT TO:

               CHAMPAGNE

               being sent to table.

               INT. NIGHTCLUB - NIGHT

               CAMERA PANS to stage where WE SEE SINGER'S back and HENRY 
               and KAREN at a luxurious ringside table with linen, silver, 
               and crystal.

                                     KAREN (V.O.)
                         One night Billy Daniels sent us 
                         champagne. There was nothing like 
                         it.  I didn't think that there was 
                         anything strange in any of this --  
                         you know, a twenty-one-year-old 
                         kid with such connections.

                                                                 CUT TO:

               INT. HENRY'S CAR - DAWN

               HENRY and KAREN are sipping champagne from Copa glasses in 
               car parked outside her house.

                                     KAREN (V.O.)
                         He was an exciting guy. He was 
                         really nice. He introduced me to 
                         everybody. Everybody wanted to be 
                         nice to him. And he knew how to 
                         handle it.

                                                                 CUT TO:

               INT. MARTY KRUGMAN'S QUEENS BOUEVARD WIG AND BEAUTY SALON - 
               DAY

               ANGLE ON MARTY'S TELEVISION COMMERCIAL

               WE SEE MARTY swimming the length of a pool, surrounded by 
               adoring MODELS in bathing suits.

                                     MARTY'S TV (V.O.)
                         They'll stay put even in a typhoon. 
                         And I should know. I'm the president 
                         of the company."

               WE SEE MARTY and HENRY standing near television set 
               commercial is repeated over and over.  MARTY is taking 
               bets on the phone and complaining to HENRY. WE SEE an 
               agitated JIMMY BURKE in BG poking at wigs and looking toward 
               HENRY and MARTY

                                     MARTY.
                              (complaining sotto 
                              voice to Henry 
                              while taking bets 
                              on the phone)
                         Jimmy's busting my chops.
                              (into phone)
                         Okay, give 'em eight to five on 
                         Cleveland.
                              (hangs up phone and 
                              to Henry, while 
                              nervously eyeing 
                              in the other room)
                         He wants three points over the 
                         vig.  From me?   I don't believe 
                         this shit?

                                     HENRY
                              (pleading)
                         Marty.  Please.  You know Jimmy. 
                         You borrowed his money.  Pay 'em.

                                     MARTY
                              (so outraged his 
                              voice gets loader)
                         I didn't agree to three points 
                         over the vig.- What am I nuts? I 
                         didn't need it that much.

                                     HENRY
                              (getting exasperated)
                         What are you gonna do? Fight with 
                         him?  He wants his money.

                                     MAJKTY
                         Fuck 'em.  I never paid points.  I 
                         always did the right thing. Did I 
                         ever bust his balls?  Did I?  Did 
                         I?  I could have dropped a dime a 
                         million times,  and I wouldn't 
                         have had to pay dick.

                                     HENRY
                              (getting annoyed)
                         Marty, you're talking crazy. Drop 
                         a dime? Call the cops? Don't even 
                         let anybody hear such bullshit.  
                         Hey don't you just pay the man his 
                         money and shut the fuck up.

               WE SEE JIMMY in BG start toward HENRY and MARTY when he 
               hears HENRY raise his voice.

               WE SEE JIMMY come up behind MARTY and wrap the long 
               telephone extension cord around MARTY's neck.  WE SEE 
               MARTY's eyes begin to pop. WE SEE HENRY try to get his 
               hands between the wire and MARTY's neck while trying to 
               get JIMMY to stop.

                                     JIMMY
                              (total fury)
                         You got money for your bullshit 
                         television, don't you?  I gotta 
                         watch you swimming back and forth 
                         on TV all night long, don't I?  
                         You got money for that, but you 
                         don't have my money?

                                     HENRY
                         Jimmy. He'll be okay. He's good 
                         for it. Relax.

               WE SEE MARTY nodding in agreement that he will pay. 
               Suddenly, the phone rings.

               WE SEE JIMMY, HENRY and MARTY frozen for a second.  WE SEE 
               JIMMY relax the cord. WE SEE MARTY pick up the phone. The 
               extension cord is still loosely wrapped around his neck.

                                     MARTY
                              (handing Henry the 
                              phone)
                         It's for you.

               HENRY takes the phone.

                                     HENRY
                              (fury crosses his 
                              face)
                         Wait there.

               HENRY races out the door, leaving MARTY and JIMMY docilely 
               looking after him as he runs out the door.

               EXT. ROADSIDE TELEPHONE BOOTH ON HIGHWAY

               WE SEE KAREN waiting at booth as HENRY pulls up.

               INT. HENRY'S CAR

                                     KAREN
                              (crying and 
                              disheveled)
                         I've known him all my life. He 
                         just started grabbing at me. He 
                         wouldn't stop. And when I hit him 
                         across the nose with my shoe, he 
                         got mad and shoved me over.

               EXT. KAREN'S PARENTS HOUSE

               HENRY's car is parked at the curb. A new red Corvette is 
               parked across the street.

                                     HENRY
                         Go inside. I'll be right there.

                                     KAREN
                         What are you gonna do?

                                     HENRY
                         Get inside!

               When KAREN gets out of the car, WE SEE HENRY reach under 
               the seat for a snub-nose .38 revolver.

               EXT. CORVETTE DRIVEWAY

               WE SEE HENRY walk down driveway to the backyard area where 
               BRUCE and TWO of his BROTHERS are talking.  BRUCE sees 
               HENRY and walks toward him.  BRUCE'S TWO BROTHERS are 
               smirking.

                                     BRUCE
                         What do you want?

               They get closer.

                                     BRUCE
                              (annoyed and menacing)
                         Hey!  Fucko! You want something?

               With absolutely no warning, HENRY reaches out and grabs 
               BRUCE's hair with one hand and pulls his gun out of his 
               waistband with the other. In almost one motion, HENRY

               Smashes the gun across BRUCE's face. Teeth fall from BRUCE's 
               mouth. The TWO BROTHERS, still not seeing the gun, start 
               toward HENRY, but HENRY continues to pound the gun into 
               BRUCE'S face like a dinner gong.  BRUCE's head is still 
               off the ground only because HENRY refuses to let go of his 
               hair.  BRUCE'S BROTHERS realize HENRY has a gun. They freeze 
               and back off.

                                     WOMAN'S VOICE
                              (from a window)
                         HELP! Police! He's got a gun!  
                         Police!  Quick!  Murder!

               HENRY drops BRUCE to the ground.

               EXT. KAREN'S DRIVEWAY

               WE SEE KAREN standing at the side door as HENRY races up 
               and puts something in her hand.

                                     HENRY
                              (panting)
                         Here, hold this.

               WE SEE KAREN look down.

                                                                 CUT TO:

               KAREN'S HAND

               holding gun.

               CLOSE UP - GUN

                                     KAREN (V.O.)
                         I know there are women,  like my 
                         best friends, who would have gotten 
                         out of there the minute their 
                         boyfriend gave them a gun to hide.  
                         "Fha!  You and your gun. Get out 
                         of here, who needs you?"  That's 
                         what they would have said to him.  
                         But I didn't. I've got to admit 
                         the truth.  It turned me on.

               WE SEE KAREN look around to make sure no one else has seen 
               her. She then leans over and hides the gun in the milk box 
               at her feet.

               INT. KAREN'S PARENTS' HOUSE

               WE SEE hands carefully wrapping a white linen table napkin 
               around some object. WE SEE the napkin and object placed on 
               the fleer. WE SEE a MAN's heel cone down and smash the 
               object:, which turns out to be a wine glass. We are at a 
               small Jewish living room wedding with a canopy and RABBI 
               and it was HENRY who broke the glass as a part of the 
               ritual.  KAREN'S PARENTS are glumly looking on. HENRY'S 
               PARENTS are even glummer. Only MICHAEL, HENRY's brother in 
               the wheelchair, looks pleased.

               INT. CHATEAU BLEU CATERING HALL

               PAULIE VARIO, FRENCHY, MARTY KRUGMAN, TOMMY DESIMONE, and 
               ALL of their WIVES and FIANCEES are present.

               PAN from HENRY'S and KAREN'S PARENTS sitting uneasily at 
               different tables.

               JUMP CUTS TO PAUL VARIO presiding at a sort of line, 
               introducing KAREN to the VARIO FAMILY and GUESTS.  HENRY 
               stands behind KAREN, smiling proudly.

                                     KAREN (V.O.)
                         It was like he had two families. 
                         The first time I was introduced to 
                         them all at once, it was crazy.  
                         Paulie and his brothers had lots 
                         of sons and nephews and almost all 
                         of them were named Peter or Paul. 
                         It was unbelievable. There must 
                         have been two dozen Peters and 
                         Pauls at the wedding. Plus, they 
                         were all married to girls named 
                         Marie, and they named all their 
                         daughters Marie. By the time I 
                         finished meeting everybody. I 
                         thought I was drunk.

                                                                 CUT TO:

               HENRY AND KAREN'S TABLE

               Seated nearby are a beaming JIMMY BURKE and his wife, MICKEY 
               BURKE.

               WE SEE VARIO approach and hand KAREN an envelope.

                                     VARIO
                         Here.  This is for you.

                                     KAREN
                              (looking down at 
                              the envelope)
                         Paulie, you shouldn't.

               WE SEE that VARIO's envelope is richly embossed with hearts 
               and flowers and has a clear window in front through which 
               she can see several neatly-folded hundred, dollar bills. 
               When KAREN looks up, she sees that EVERY WISEGUY and his 
               WIFE are lined up before her and that they are ALL holding 
               envelopes with clear windows in front.

                                                                 CUT TO:

               KAREN

               perspiring a little as she accepts and thanks the DOZENS 
               OF WISEGUYS giving her the envelopes. WE ALSO SEE HENRY 
               has opened a plastic supermarket shopping bag under the 
               table where he is stuffing the envelopes just as soon as 
               KAREN accepts them.

                                                                 CUT TO:

               HENRY AND KAREN getting up to dance.

                                     KAREN
                              (whispering)
                         My bag. My bag.

                                     HENRY
                              (amused)
                         What bag?

                                     KAREN
                              (desperate)
                         The bag with the envelopes.

                                     HENRY
                              (chiding)
                         Oh that. Don't worry about that. 
                         Nobody's gonna steal it.

               INT. KAREN'S MOTHER'S HOUSE - LIVING ROOM - DAWN

               WE SEE KAREN propped up, awake, in a chair.  Her FATHER is 
               seated on a sofa, asleep.  KAREN'S MOTHER is looking out 
               the window.

                                     KAREN'S MOTHER
                         He didn't call?

                                     KAREN
                         He's with his friends.

                                     KAREN'S MOTHER
                         What kind of person doesn't call?

                                     KAREN
                         He's a grown man. Be doesn't have 
                         to call every five minutes.

                                     KAREN'S MOTHER
                         If he was so grown up he'd get you 
                         two an apartment.

                                     KAREN
                         Don't bring that up. You're the 
                         one who wanted us here.

                                     KAREN'S MOTHER
                              (ignoring the charge)
                         Look. He's got the whole house in 
                         an uproar.

                                                                 CUT TO:

               FATHER dozing on sofa.

                                     KAREN'S MOTHER
                         He's got your father upset. Good 
                         thing he doesn't have to go to 
                         work in the morning. Is this what 
                         he deserves?

                                     KAREN
                         Ma!  Please! You're driving me 
                         crazy.

                                     KAREN'S MOTHER
                         Driving you crazy?  Don't get me 
                         started.  You're here a month and 
                         sometimes I know he doesn't come 
                         home at all. What kind of people 
                         are these?

                                     KAREN
                         Ma!  Stop! What do you want me to 
                         do?

                                     KAREN'S MOTHER
                         Do?  What can you do?  What did 
                         you expect?  He wasn't Jewish. Did 
                         you know bow they live?  Your father 
                         would never stay out this late 
                         without calling.  In thirty years 
                         he never stayed out all night.

                                                                 CUT TO:

               FATHER SLEEPING ON SOFA

                                     KAREN
                         Stayed out? Daddy never went out 
                         at all.

                                                            DISSOLVE TO:

               TITLE UP - 6:30 A.M.

               We hear car door open in front of house.

                                                                 CUT TO:

               KAREN AND KAREN'S MOTHER

               open the door together and WE SEE HENRY standing in doorway, 
               a little drunk.

               Behind HENRY WE SEE a car with TOMMY DESIMONE still parked 
               at the curb.

               KAREN is happy to see him. She smiles.

                                     KAREN'S MOTHER
                              (angrily)
                         Where were you? Where have you 
                         been? Why didn't you call? We were 
                         all worried to death! A married 
                         man doesn't stay out like this!

               WE SEE HENRY look at KAREN, look at KAREN'S MOTHER and 
               turn around and get back in the car and drive away.

               KAREN BEGINS TO CRY.

               KAREN'S FATHER sleepily comes to the door.

                                     KAREN'S MOTHER
                              (as Henry drives 
                              away)
                         Normal people don't live this way.

               INT. LIVING ROOM - JIMMY AND MICKEY'S ARCHIE-BUNKER HOUSE - 
               NIGHT

               KAREN and MOST of the WOMEN we saw at the wedding are at 
               MICKEY's cosmetic party. There are large cardboard posters 
               of glamorous models using the cosmetic's at MICKEY'S feet.

                                     KAREN (V.O.)
                         We weren't married to nine-to-five 
                         guys, but the first time I realized 
                         how different was when Mickey had 
                         a hostess party.

                                                                 CUT TO:

               MICKEY

               Brushing another woman, ANGIE's, hair while showing off a 
               new brush.

                                     MICKEY
                              (to Angie)
                         Angie, sweetheart, you want it 
                         fluff?

                                                                 CUT TO:

               ANGIE'S TIRED FACE

               black-ringed eyes and thin mouth.

                                     ANGIE
                         He's the one with the hands. I'd 
                         like to smack his face.

                                     WOMAN #1
                         The red-haired guy?  He looks a 
                         like a farmer?

                                     ANGIE
                         Sonofabitch.  I swear.  You can't 
                         go through the gate without his 
                         hands.  I told him.  Keep' your 
                         fucking hands off, you Sonofabitch,  
                         or I'll cut them off.

               WE SEE the WOMEN laugh.

                                     ANGIE)
                         He don't know bow lucky he is. It 
                         I just mentioned it to Vince, I 
                         don't even want to know.

                                     WOMAN #1
                         That's the problem.  How can you 
                         mention it? Vince 'd kill him.

                                     ANGIE
                         You think I don't know? You think 
                         I like to keep this inside? But I 
                         gotta, or he'll kill the miserable 
                         bastard and he'll be there for 
                         life. It's disgusting what you 
                         have to put up with.

                                     MICKEY
                              (while fluffing 
                              Angle's hair)
                         Look at Jeannie's kid.

                                     ANGIE
                         What? What happened?

                                     MICKEY
                         The oldest one.  He was in an 
                         argument. A lousy ten-dollar card 
                         game. The kid pulls out a gun. It 
                         goes off. The kid gets killed. The 
                         grandmother hears it and finds out 
                         he's been arrested. She has a heart 
                         attack.  She drops dead right on 
                         the spot. Now Jeannie's got a 
                         husband and son in jail and a mother 
                         in the funeral parlor.

                                     ANGIE
                         But he was always a bad kid, that 
                         one.

                                     MICKEY
                         No. Come on. It was the younger 
                         one that was the bad one.

                                     KAREN (V.O.)
                              (continuing over 
                              dialogue)
                         They had bad skin and wore too 
                         much makeup. I mean they didn't 
                         look very good. They looked beat-
                         up.

               CLOSE UP - WOMEN

               Talking.

                                     KAREN (V.O.)
                         You never saw teeth like that where 
                         I was growing up and the stuff 
                         they wore was thrown together and 
                         cheap. A lot of pants suits and 
                         double-knits. And they talked about 
                         how rotten their kids were and 
                         about beating them with broom 
                         handles and leather belts, but 
                         that the kids still didn't pay any 
                         attention. When Henry picked me 
                         up, I was dizzy.

               INT. BEDROOM - KAREN'S MOTHER'S HOUSE - NIGHT

               WE SEE they are getting ready for bed.

                                     KAREN
                         I Don't know. I don't know if I 
                         could live that way. What if, God 
                         forbid, you go to prison. Mickey 
                         said Jeannie's husband --

                                     HENRY
                              (angrily interrupting)
                         Are you nuts?  Jeannie's husband 
                         went to the can just to get away 
                         from her, she's such a pain in the 
                         ass. Let me tell you. Nobody goes 
                         to jail unless they want to, unless 
                         they make themselves get caught. 
                         They do stuff with the wrong people. 
                         They don't have things organized. 
                         You know who goes to jail? Nigger 
                         stickup men. That's who. And they 
                         only get caught because they fall 
                         asleep in the getaway car.

               KAREN looks down.  She listening.

                                     HENRY
                         Listen, we're beginning to make 
                         real money for the first time. 
                         It's business. Do you think I'm 
                         going to walk away from that?

               HENRY puts his arm around KAREN and begins to hug her.

                                     KAREN (V.O.)
                         After a while, it all got to be 
                         normal. None of it seemed like 
                         crimes. It was more that Henry was 
                         enterprising. That he and the guys 
                         were making a few bucks hustling, 
                         while other men were sitting on 
                         their asses waiting for handouts. 
                         Our husbands weren't brain surgeons. 
                         They were blue collar guys, and 
                         the only way they could get extra 
                         money, real extra money, was to go 
                         out and cut a few corners.

                                                                 CUT TO:

               INT. TRUCK - NIGHT

               ANGLE ON  HENRY AND TOMMY

               who is carrying a brown paper bag as though it were a gun, 
               pulling a DRIVER out of his truck and shoving him toward 
               ANOTHER HOOD who pushes him into the rear seat of a car 
               Where WE SEE - ANOTHER HOOD.

                                                            CUT BACK TO:

               HENRY AND TOMMY getting into the truck.

                                                                 CUT TO:

               ROAD where HE SEE the truck drive off.

                                                            CUT BACK TO:

               TRUCK

               Where WE SEE the paper bag in TOMMY'S hand explode in a 
               red burst as he wildly fixes shots into the air.

               He hear HENRY's laughter.

                                     KAREN (V.O.)
                         And we were also very close. I 
                         mean, there were never any outsiders 
                         around. Absolutely never!  And 
                         being together all the time made 
                         everything seem even more normal.

               INT. HENRY'S DOORWAY

               WE SEE KAREN looking at a search warrant being shown to 
               her by DETECTIVES who are being very polite. The CHILDREN 
               are looking on.

                                     KAREN (V.O.)
                         There was always a little 
                         harassment. They always wanted to 
                         talk to Henry about this or that. 
                         They'd come with their subpoenas 
                         and warrants and make me sign.  
                         But mostly they were just looking 
                         for a handout. A few bucks to keep 
                         things quiet, no matter what they 
                         found.

                                     KAREN
                              (signing the paper)
                         Can I make you some coffee?

               The DETECTIVES smile and, taking off their hats, walk into 
               the house where KIDS and KAREN resume watching TV.

                                     KAREN (V.O.)
                         I always asked them if they wanted 
                         coffee. Some of the wives, like 
                         Mickey Burke, used to curse at 
                         them and spit on the floor. Imagine. 
                         She'd spit on her own floor.   
                         That never made any sense to me.  
                         It was better to be polite and 
                         call the lawyer.

                                                                 CUT TO:

               IN BACKGROUND HE SEE the DETECTIVES going through the house.

                                                                 CUT TO:

               INT. DINING ROOM - JIMMY HORSE'S HOUSE - NIGHT

               WE SEE JIMMY and MICKEY and HENRY and KAREN and TODDY and 
               WIFE, TOMMY and GIRLFRIEND, MARTY and FRAN KRUGMAN, ANGELO 
               SEPE and WIFE and the ASSORTED CHILDREN, all wearing party 
               hats and blowing out the candles on nine-year-old JESSE 
               JAMES BURKE's huge layer cake.

                                     KAREN
                         We  did everything together and we 
                         were always the same crowd. 
                         Anniversaries. Christenings.  We 
                         only want to each other's houses.

                                                                 CUT TO:

               SNAPSHOT OF JIMMY HOGGING KAREN AND MICKEY AT TABLE

                                     KAREN (V.O.)
                         The woman played cards.  When my 
                         kids were born. Jimmy and Mickey 
                         were always the first at the 
                         hospital.

                                                                 CUT TO:

               SNAPSHOT OF BEAMING JIMMY, MICKEY AND HENRY EMBRACING 
               AGAINST THE WINDOW OF MATERNITY HOSPITAL WHILE A NURSE 
               HOLDS OP A BABY.  MICKEY IS IN TEARS.

                                     KAREN (V.O.)
                         When we went to the Islands or 
                         Vegas for vacation, we always . 
                         went together.

                                                                 CUT TO:

               SNAPSHOT OF JIMMY AND MICKEY AND HENRY AND KAREN IN BATH-
               SUITS STANDING NEXT TO THEIR POOLSIDE CHAIRS HOLDING TALL 
               TRADER VIC'S-STYLE DRINKS WITH TINY UMBRELLAS AND PINEAPPLE 
               STICKING OUT OF THEM.

                                     KAREN
                         It got to ba normal. I got to where 
                         I was even proud that I had the 
                         kind of husband who was willing to 
                         go out and risk his neck just to 
                         get us the little extras.

                                                                 CUT TO:

               INT. HENRY AND KAREN'S SUBURBAN HOUSE - MORNING

               ANGLE ON HENRY'S BEDROOM CLOSET

               CAMERA TRACKS row after row of neatly hung suits and sports 
               jackets and racks of sharp shoes.

               WE SEE HENRY getting undressed.  He neatly hangs his jacket 
               and then lifts the front of his sport shirt to his neck, 
               REVEALING thick packets of crisp $50 and $100 bills be has 
               wedged all around his waist.

                                     KAREN (O.S.)
                         But I got my mother to watch the 
                         kids tomorrow night.

                                                                 CUT TO:

               KAREN'S BEDROOM CLOSET

               CAMERA TRACKS past rows of KAREN'S dresses, pants suits, 
               blouses, shoes and fur coats.

                                     HENRY (O.S.)
                         I told you I can't.

                                                                 CUT TO:

               KITCHEN

               WE SEE HENRY, now shaved and dressed in a different suit.  
               He is on his way out.

                                     KAREN
                              (annoyed)
                         I'm gonna need some money.

                                     HENRY
                         How much?

               WE SEE KAREN hold her thumb and forefinger about an inch 
               apart.

               WE SEE HENRY take about an inch and a half of money from 
               his inside jacket pocket, slap it on the table and go out 
               the door.

               INT. THE SUITE - NIGHT

               A plush, overdecorated cocktail lounge and nightclub on 
               Queens Boulevard, where we hear Sergio Pranchi on the 
               jukebox.

               (NOTE:  REPLAY THE OPENING OF THE FILM AT 9 TIMES NORMAL 
               SPEED -- HENRY SLAMMING THE TRUNK CLOSED.)

                                     HENRY (V.O.)
                         For most of the guys, killing got 
                         to be accepted. They were routine.  
                         Murder was the only way everybody 
                         stayed in line. It was the ultimate 
                         weapon. Yon got out of line, you 
                         got whacked. Everyone knew the 
                         rules.

                                                                 CUT TO:

               TOMMY SMASHING GUN INTO BILLY BATT'S HEAD

                                     HENRY (V.O.)
                         But sometimes, even if people didn't 
                         get out of line, they'd get whacked. 
                         Hits just became a habit for some 
                         guys. It didn't take anything to 
                         get yourself killed.

                                                                 CUT TO:

               SILHOUETTE OF TOMMY, HENRY AND JIMMY

               Stuffing BILLY'S body into the trunk.

                                     HENRY (V.O.)
                         Guys would get into arguments over 
                         nothing and before you knew it, 
                         one of them was dead. They were 
                         shooting each other all the time. 
                         Shooting people was a normal thing. 
                         It was no big deal.

                                                                 CUT TO:

               TOMMY'S MOTHER'S KITCHEN AND BREAKFAST.

                                     HENRY (V.O.)
                         You didn't have to do anything and 
                         nobody was immune. You just had to 
                         be there.

                                                                 CUT TO:

               TOMMY

               smashing shovel into soft, bloodied matress cover in the 
               trunk of the car.

                                     HENRY (V.O.)
                         But we had a problem with Billy 
                         Batts. This was a touchy thing. 
                         Tommy had killed a made man. Billy 
                         was a part of the Bambino crew and 
                         untouchable.

                                                                 CUT TO:

               EXT.  CONNECTICUT WOODLAND - NIGHT

               WE SEE TOMMY, HENRY and JIMMY burying BATTS.

                                     HENRY (V.O.)
                         Before you could touch a made guy, 
                         you had to have a good reason. 
                         There had to be a sit-down. And 
                         you better get an okay, or you'd 
                         be the one who got whacked.

               HENRY slams down trunk.

                                                                 CUT TO:

               INT.  COPACABANA - LATE SHOW - NIGHT

               ANGLE ON TABLE

               being quickly set up by WAITERS and MAITRE D' as HENRY, 
               TOMMY, ANGELO SEPE, and JOE MANRI sit down.  In BG, WE SEE 
               OLDER HOODS with YOUNG SHOWGIRL TYPES.

               WE SEE LINDA, a cheery, California blonde, and SOME 
               GIRLFRIENDS seated at a table directly behind HENRY'S table.

                                                                 CUT TO:

               STAGE AND AS STAGE LIGHTS DIM:

                                     HENRY (V.O.)
                         Saturday night was for wives, but 
                         Friday night at the Copa was always 
                         for the girlfriends.

                                                            CUT BACK TO:

               HENRY'S TABLE

               HENRY is now sitting next to LINDA. TOMMY is with GIRL #l. 
               SEPE is with GIRL #2.

                                     GIRL #1
                         Last week I saw Sunny Davis. What 
                         a performer. You gotta see him. 
                         You gotta catch him. He does 
                         imitations I swear you'd think it 
                         was the real people.

                                     GIRL #2
                         Yeah, the way he moves. It's 
                         unbelievable. I mean, you can 
                         understand how a white girl could 
                         fall for him.

                                     TOMMY
                         What are you talking about?

                                     GIRL #2
                         I don't mean me.  Not me. I just 
                         mean, you can see how some girls 
                         could.  Like that Swedish girl. 
                         You can see how she fell for him. 
                         You can see how he has this, this, 
                         personality.

                                                                 CUT TO:

               COPA STAGE

               spotlight. BOBBY DARKEN is singing.

               EXT. LINDA'S APARTMENT BUILDING - NIGHT

               HENRY'S convertible pulls up.

               HENRY has his arm around LINDA'S neck.  WE SEE them go 
               into the building.

                                                            DISSOLVE TO:

               DAWN.

               INT. VARIO'S HOUSE - DAY

               Sunday. There are LOTS OF RELATIVES and FRIENDS present. 
               HENRY and KAREN arrive. KAREN ia carrying their NEW BABY 
               and HENRY has his TWO-YEAR-OLD DAUGHTER by the hand. A

               Great fuss is made over the NEW BABY and over KAREN by the 
               WOMEN, including VARIO'S WIFE. VARIO puts an arm around 
               HENRY and leads him into an alcove.

                                     VARIO
                         What did you hear about that thing?

                                     HENRY
                         What thing? The Brooklyn thing?

                                     VARIO
                         No. No. The guy from downtown.

                                     HENRY
                         The guy from near where Christie 
                         used to live?

                                     VARIO
                         No. The other one. The one who 
                         disappeared up the block from 
                         Christie. The one they made a beef 
                         on.

                                     HENRY
                         Oh I Him.

                                     VASIO
                         You know the one I mean?

                                     HENRY
                         Oh yeah. Sure. That guy. I know 
                         him.

                                     VASIO
                         That Batts was a miserable fuck, 
                         but his people are looking still 
                         for him.

                                     HENRY
                         Oh yeah. Yeah. I know. I even looked 
                         into it myself. Nobody knows what 
                         the fuck happened to him. He came 
                         in the joint that one night and 
                         then he disappeared.

                                     VARZO
                         Hell, keep your eyes open. They're 
                         busting my balls looking for the 
                         fuck.

               INT. THE SUITE - NIGHT

               HENRY and LINDA, with the CREW, are drinking. MARTY KRUGMAN 
               is reluctantly paying off a bet at the bar. JIMMY calls 
               HENRY aside.

                                     JIMMY
                         We got a problem, that thing we 
                         took care of upstate?

                                     HENRY
                              (surprised)
                         Paulie was just talking about him.

                                     JIMMY
                         Well, we gotta dig him up again.

                                     HENRY
                              (shocked)
                         What?

                                     JIMMY
                         The guy just sold the property. 
                         They're gonna build condominiums 
                         and I don't want anybody digging 
                         up the little bastard.

                                     HENRY
                              (horrified)
                         It's been six months.

                                     JIMMY
                         It's still better than letting 
                         somebody find him.

                                     HENRY
                              (nodding in agreement 
                              and concerned)
                         If Paulie finds out, we got 
                         problems.

                                     JIMMY
                         Fuck Paulie. If Batts' crew finds 
                         we whacked him, we got real 
                         problems.

               EXT. HENRY'S CAR PARKED ON DESERTED COUNTRY ROAD - NIGHT

               A hot summer night. The car trunk is open. HENRY, JIMMY 
               and TOMMY are struggling with shovels.  HENRY, sickened by 
               the stench, is wearing his handkerchief over his nose and 
               mouth. HENRY looks at JIMMY and TOMMY. They do not appear 
               to be bothered by the stench.

               EXT. HENRY AND KAREN'S SUBURBAN HOME

               HENRY is homing out the trunk of his car.  He has all of 
               the mats, the spare tire, and the jack out of the trunk.

                                     KAREN
                         What happened to the car?
                              (annoyed at Karen's 
                              prying)
                         I hit a skunk.

               HENRY sprinkles in a bottle of perfume and slams the trunk 
               shut.

               INT. LINDA'S APARTMENT - BEDROOM - NIGHT

               WE SEE LINDA showing off her new apartment to the GIRLS, 
               including ROBIN, a sexy, dark-haired girl. We hear HENRY, 
               TOMMY, SEPE and MANRI laughing in BG. The apartment is 
               decorated in Ocean Parkway Ring. There are thick velvet-
               covered sofa and blue-glass coffee table in bedroom and WE 
               SEE a satin-covered, king-size bed with a doll propped 
               against the pillows. WE SEE LINDA lean over and show her 
               GIRLFRIENDS, including ROBIN, the bed ruffles.

                                     HENRY (V.O.)
                         I set up Linda in an apartment 
                         around the corner from the Suite. 
                         That way I was able to stay over a 
                         couple of nights a week. Karen was 
                         home with the kids anyway and she 
                         never asked any questions anyway.

               INT. BRIDAL SHOP - BACKROOM

               HENRY is strangling the OWNER of a bridal shop with his 
               own tie while TOMMY and JIMMY laugh.

                                     HENRY (V.O.)
                         Linda and I were having so much 
                         fun, she started screwing up at 
                         work, and I had to straighten out 
                         her boss a little bit.

               INT.  LINDA'S APARTMENT - BEDROOM - CONTINUOUS NIGHT

               WE SEE LINDA suddenly lifted off her feet and thrown on 
               the bed.  WE SEE HENRY and the GIRLS laughing.  As HENRY 
               lifts LINDA off her feet, he winks at ROBIN, who smiles 
               back.

               INT. THE SUITE - A BASEMENT CARD SAME - NIGHT

               Glazed walls, ornate sconces, and a rumpus room bar. HENRY, 
               JIMMY, TOMMY and OTHER WISEGUYS are playing cards. TOMMY 
               is a little drunk. SPIDER, a 22-year-old apprentice hood, 
               is waiting on the PLAYERS, bringing then drinks. The sort, 
               of thing we saw HENRY doing earlier. TOMMY is feeling 
               expansive. He throws his jacket open TO REVEAL a gun tacked 
               in his belt.

                                     TOMMY
                              (impatiently)
                         Spider. C'mon, get me a seven and 
                         seven.

               WE SEE SPIDER deliver a drink to HENRY and slowly back 
               toward the bar.

                                     TOMMY
                         Spider, what did I say? Did I say 
                         I was dying over here? Come on. 
                         Move it. Don't walk, dance.
                              (to his fellow 
                              players)
                         Did you ever see in the cowboy 
                         movies where they make them dance? 
                         Did you see The Oklahoma Kid, the 
                         only cowboy movie Cagney ever made? 
                         Come on, dance, you varmit.

               WE SEE TOMMY taking out his guns.

                                     SPIDER
                         Tommy, don't fuck around.

                                     TOMMY
                         Yahooo.

                                     HENRY
                         Tommy, don't fuck around. Put the 
                         gun away. Tommy!

                                     TOMMY
                         No, no. It's okay.

                                     HENRY
                         Tommy, come on. Put the gun away.

                                     TOMMY
                         No. It's okay. Just watch this.  
                         Watch it.

               The gun explodes and WE SEE SPIDER shot in the foot.

               EXT. HENRY'S HOUSE - EVENING

               WE SEE a set of keys come flying out the window. TILT DOWN 
               to keys.

                                                                 CUT TO:

               BEDROOM

               HENRY is furious. He pushes past KAREN and looks out window

                                     HENRY
                         I gotta go out!

                                     KABEN
                         Not tonight, you're not. Not without 
                         the car keys, you're not.

                                     HENRY
                         Are you nuts?

                                     KAREN
                         I don't care. Something's going 
                         on.

                                     HENRY
                              (exasperated)
                         That again.

                                     KABEN
                              (shrieking and in 
                              tears)
                         You're a liar. I look at you and I 
                         know you're a liar.

               HE SEE HENRY pick up a large lamp and throw it at KAREN. 
               He misses.

                                     HENRY
                              (suddenly calm and 
                              walking out)
                         I need some air.  I need a little 
                         peace. At least at home.

               WE SEE KABEN sit down on bed and begin to cry. We hear the 
               CHILDREN crying in BG.

               INT. THE SUITE - BASEMENT CARD GAME - NIGHT

               ANGLE ON SPIDER

               With bandaged foot and HENRY walking in and TILT UP TO 
               both of them.

               JIMMY, TOMMY and SOME HOODS are playing cards.  TOMMY Is 
               already drunk.

                                     TOMMY
                         Hey!  Look at this.  Fred Astaira, 
                         back from the wars. Can you believe 
                         this guy? That bandage. It's bigger 
                         than his foot.

               SPIDER ignores him.

               The card game is going on. Shirts are unbuttoned. The table 
               filled with empty glasses. SPIDER limps over with drinks.

                                     TOMMY
                         Spider. You're so full of shit. 
                         Even with that foot, I bet you can 
                         dance.

               SPIDER puts the drinks down and tries to ignore TOMMY again.

                                     TOMMY
                         Come on. Spider.  Come on. Let's 
                         see you dance.

                                     SPIDER
                         Why don't you go fuck yourself.

                                     JIMM