CASINO

                                            By

                                     Nicholas Pileggi

                

               EXT. RESTAURANT PARKING LOT, LAS VEGAS, 1983 - DAY

               SAM 'ACE' ROTHSTEIN, a tall, lean, immaculately dressed man 
               approaches his car, opens the door, and gets inside to turn 
               on the ignition.

                                     ACE (V.O.)
                         When you love someone, you've gotta 
                         trust them. There's no other way. 
                         You've got to give them the key to 
                         everything that's yours.  Otherwise, 
                         what's the point? And, for a while... 
                         I believed that's the kind of love I 
                         had.

               Suddenly, the car explodes. Flames, smoke and metal rise 
               into the sky covering the view of the Las Vegas casinos and 
               their signs.

               Music in: J.S. Bach - 'St Matthew Passion'.

               Ace's body comes flying in - extreme slow motion. His body 
               twists and turns through the frame like a soul about to tumble 
               into the flames of damnation.

               MAIN TITLE SEQUENCE.

               INT. TANGIERS CASINO FLOOR - NIGHT

               Vignette of ACE through rippling flames, we move in on ACE 
               ROTHSTEIN overseeing the casino. He lights a cigarette.

                                     ACE (V.O.)
                         Before I ever ran a casino or got 
                         myself blown up, Ace Rothstein was a 
                         hell of a handicapper, I can tell 
                         you that. I was so good, that whenever 
                         I bet, I could change the odds for 
                         every bookmaker in the country. I'm 
                         serious. I had it down so cold that 
                         I was given paradise on earth. I was 
                         given one of the biggest casinos in 
                         Las Vegas to run, the Tangiers...

               INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - 
               NIGHT

               Vignette of MOB BOSSES sitting at a table surrounded by food 
               and wine like the gods of Olympus.

                                     ACE (V.O.)
                         ...by the only kind of guys that can 
                         actually get you that kind of money: 
                         sixty-two million, seven-hundred 
                         thousand dollars. I don't know all 
                         the details.

                                     NICKY (V.O.)
                         Matter of fact...

               INT. BAR, LAS VEGAS - NIGHT

               Vignette of NICKY SANTORO standing at a bar with DOMINICK 
               SANTORO, his brother, and FRANK MARINO, his right-hand man.

                                     NICKY (V.O.)
                         ...nobody knew all the details, but 
                         it should'a been perfect. I mean, he 
                         had me, Nicky Santoro, his best 
                         friend, watching his ass...

               INT. NIGHTCLUB - NIGHT

               Vignette of GINGER MCKENNA a dazzling thirty-one-year-old 
               blonde seated by a small fiery pool.

                                     NICKY (V.O.)
                         ...and he had Ginger, the woman he 
                         loved, on his arm.  But in the end...

               INT. TANGIERS SPORTSBOOK/ACE'S OFFICE - NIGHT

               ACE looks over the casino he rules.

                                     NICKY (V.O.)
                         ...we fucked it all up. It should'a 
                         been so sweet, too.  But it turned 
                         out to be the last time that street 
                         guys like us were ever given anything 
                         that fuckin' valuable again.

               EXT. LAS VEGAS - NIGHT

               Aerial shot coming down out of the clouds over the brightly 
               lit Vegas Strip and off into the blackness of the desert 
               night.

                                     ACE (V.O.)
                         At that time, Vegas was a place where 
                         millions of suckers flew in every 
                         year on their own nickel, and left 
                         behind about a billion dollars. But 
                         at night, you couldn't see the desert 
                         that surrounds Las Vegas...

               EXT. DESERT - DAWN

               Aerial shot swooping along the desert floor, then rising 
               above the mist to reveal mountains in the distance.

                                     ACE (V.O.)
                         But it's in the desert where lots of 
                         the town's problems are solved.

                                     NICKY (V.O.)
                         Got a lot of holes in the desert, 
                         and a lot of problems are buried in 
                         those holes. Except you gotta do it 
                         right. I mean, you gotta have the 
                         hole already dug before you show up 
                         with a package in the trunk.  
                         Otherwise you're talkin' about a 
                         half-hour or forty-five minutes of 
                         diggin'. And who knows who's gonna 
                         be comin' along in that time? Before 
                         you know it, you gotta dig a few 
                         more holes. You could be there all 
                         fuckin' night.

               EXT. LAS VEGAS STRIP, 1973 - NIGHT

               TITLE IN: 'THE STRIP', 'LAS VEGAS', 'TEN YEARS EARLIER'

               ACE is greeted by a casino exec and walked through the 
               brightly lit entrance to the Tangiers Casino.

                                     ACE (V.O.)
                         Who could resist? Anywhere else in 
                         the country, I was a bookie, a 
                         gambler, always lookin' over my 
                         shoulder, hassled by cops, day and 
                         night. But here, I'm 'Mr Sam 
                         Rothstein'. I'm not only legitimate, 
                         but running a casino. And that's 
                         like selling dreams for cash.

               INT. TANGIERS CASINO - NIGHT

               We see ACE enter alone. He is greeted by BILLY SHERBERT. 
               They are joined by top executives RICHIE and RONNIE in suits 
               and ties. They walk through the casino, past crowded and 
               noisy craps tables, spinning roulette wheels, blackjack 
               tables, poker-faced players at poker tables, and elegant, 
               cordoned-off, black-tie, baccarat tables.

                                     ACE (V.O.)
                         I hired an old casino pal, Billy 
                         Sherbert, as my manager and I went 
                         to work.

                                     SHERBERT
                              (Introducing the EXECS 
                              to ACE)
                         ...And this is Ronnie, who takes 
                         care of the card room...

                                     ACE (V.O.)
                         For guys like me, Las Vegas washes 
                         away your sins. It's a morality car 
                         wash. It does for us what Lourdes 
                         does for humpbacks and cripples. 
                         And, along with making us legit...

               INT. TANGIERS/HARD COUNT ROOM - NIGHT

               Dolly back from a wall of money. An employee pours a bucket 
               full of coins into a trough. Camera follows progress as 
               numerous coins move on a conveyor system, through a sorting 
               machine. Camera reveals several rolls of coins on a lower 
               conveyor as they move up a ladder towards an employee's hands, 
               who then places the rolls on a rack.

                                     ACE (V.O.)
                         ...comes cash. Tons of it. I mean, 
                         what do you think we're doing out 
                         here in the middle of the desert?  
                         It's all this money. This is the end 
                         result of all the bright lights and 
                         the comped trips, of all the champagne 
                         and free hotel suites, and all the 
                         broads and all the booze. It's all 
                         been arranged just for us to get 
                         your money. That's the truth about 
                         Las Vegas.

               INT. TANGIERS/FLOOR/SOFT COUNT ROOM - DAY

               Camera follows JOHN NANCE carrying a small suitcase and 
               walking through the casino to a door leading to the cashier's 
               cage. The sign on the door reads 'Authorized Personnel Only'. 
               He walks through the cage, to another door: 'Notice - Keep 
               Out'.

                                     ACE (V.O.)
                         We're the only winners. The players 
                         don't stand a chance. And their cash 
                         flows from the tables to our boxes 
                         ...through the cage and into the 
                         most sacred room in the casino ...the 
                         place where they add up all the money 
                         ...the holy of holies ...the count 
                         room.

               He opens the door. We see inside the count room from NANCE'S 
               point of view.

               It looks like the area behind a teller's cage in a bank. A 
               large room, windowless, decor-free. One side is a mesh cage, 
               opened to reveal stacks of cash boxes. Several COUNTERS in 
               white shirts are gathered around a glass table counting and 
               sorting paper money.)

                                     ACE (V.O.)
                         Now this place was off limits.

                                     COUNTER #1
                         Verify two thousand.

                                     ACE (V.O.)
                         Even I couldn't get inside, but it 
                         was my job to keep it filled with 
                         cash. That's for sure.

                                     NICKY (V.O.)
                         They had so much fuckin' money in 
                         there, you could build a house out 
                         of stacks of $100 bills. And the 
                         best part was that upstairs, the 
                         board of directors didn't know what 
                         the fuck was going on.

               At one end of the room the clerks empty the metal boxes and 
               rapidly count the cash at a counting table. The camera follows 
               a cash 'drop box' being lifted from the stack by a clerk. He 
               pours the cash on to the table and shows the empty box to a 
               video camera. COUNTER #2 rapidly counts the cash and 
               announces:

                                     COUNTER #2
                         Five thousand.

                                     NICKY (V.O.)
                         I mean, to them everything looked on 
                         the up and up. Right? Wrong.

               The first counter recounts the cash.

                                     COUNTER #1
                         Verify five thousand.

                                     NICKY (V.O.)
                         The guys inside the counting room...

               Stacks of bills lie nearby. The camera pans across the room 
               to another table manned by a COUNT ROOM EXECUTIVE who repeats 
               the figure and writes it down on a master list.

                                     COUNT ROOM EXEC
                         Five thousand.

               We move back to NANCE opening a cabinet full of stacks of 
               $100 bills. He opens his suitcase and begins to fill it with 
               cash. As he does this, the workers studiously look in other 
               directions.

                                     NICKY (V.O.)
                         ...were all slipped in there to skim 
                         the joint dry.  They'd do short 
                         counts, they'd lose fill slips. They'd 
                         even take cash right out of the drop 
                         boxes. And it was up to this guy 
                         right here [NANCE], standin' in front 
                         of about two million dollars, to 
                         skim the cash off the top without 
                         anybody gettin' wise ...the IRS or 
                         anybody.

                                     COUNTER #1
                         Verify two hundred.

               NANCE closes the case and walks out. One of the counters 
               dumps another container of money on the table.

                                     NICKY (V.O.)
                         Now, notice how in the count room 
                         nobody ever seems to see anything. 
                         Somehow, somebody's always lookin' 
                         the other way. Now, look at these 
                         guys [COUNTERS]. They look busy, 
                         right?  They're countin' money. Who 
                         wants to bother them? I mean, God 
                         forbid they should make a mistake 
                         and forget to steal. Meanwhile, you're 
                         in and you're out.

               NANCE exits the count room and proceeds through the lobby of 
               the casino, passing ACE and SHERBERT, to a side exit door.

                                     NICKY
                         Past the jag-off guard who gets an 
                         extra c-note a week just to watch 
                         the door.  I mean, it's routine. 
                         Business as usual: in, out, hello, 
                         goodbye. And that's all there is to 
                         it. Just another fat fuck walkin' 
                         out of the casino with a suitcase. 
                         Now, that suitcase was goin' straight 
                         to one place: right to Kansas City 
                         ...which was as close to Las Vegas 
                         as the Midwest bosses could go without 
                         gettin' themselves arrested.

               NANCE leaves the casino and gets into a cab parked at the 
               curb.

               EXT. KANSAS CITY AIRPORT - DAY

               NANCE arrives. He is greeted by ARTIE PISCANO, a gray-haired 
               sixty-year-old underboss.

               TITLE IN: 'KANSAS CITY'

                                     NICKY (V.O.)
                         That suitcase was all the bosses 
                         ever wanted ...and they wanted it 
                         every month.

                                     PISCANO
                         Hey, John, how are you? How was your 
                         ride?

               EXT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

               NANCE, with suitcase, and PISCANO leave the car and enter 
               the produce market.

                                     NICKY (V.O.)
                         Now this old Mormon fuck here...

                             CUT TO: NANCE, AS HE GETS OUT OF PISCANO'S CAR

               INT. SAN MARINO ITALIAN GROCERY, KANSAS CITY - DAY

               NANCE and PISCANO walk through the grocery store, through 
               the warehouse, past various employees to a doorway leading 
               into the back room, where they are greeted by five older men 
               around a large wooden table with bowls of macaroni and old 
               jelly glasses filled with red wine.

                                     NICKY (V.O.)
                         ...he had to fly in with suitcases 
                         once a month, nice and easy.

                                     NANCE
                         Somethin' smells good.

                                     PISCANO
                         Yeah, they made us somethin' to eat.

                                     NICKY (V.O.)
                         The bosses would come from all over 
                         the place: Detroit, Cleveland, 
                         Milwaukee. All over the Midwest.  
                         And they would meet in the back of 
                         this produce market in Kansas City. 
                         I mean, nobody even knew.

               NANCE shakes hands with AMERICO CAPELLI, sixty-eight, a bald, 
               affable Milwaukee entrepreneur and ARTHUR CAPP, his thirty-
               year-old yuppie lawyer son.

               Camera continues to pan around the room.

                                     NICKY (V.O.)
                         One of the guys made his mother do 
                         all the cooking.

               On VINCENT BORELLI, seventy-year-old Kansas City boss.

                                     BORELLI
                         Did you ever see that guy Jerry 
                         Steriano?

               On VINNIE FORLANO, mid-seventies, an old-timer who once drove 
               for Capone and is now Remo Gaggi's right-hand man.

                                     FORLANO
                         Jerry Steriano?

                                     BORELLI
                         Yeah.

                                     NICKY (V.O.)
                         Now, these old greaseballs might not 
                         look it, but believe me, these are 
                         the guys who secretly controlled Las 
                         Vegas.

               PISCANO joins his MOTHER and DAUGHTER by a stove.

                                     PISCANO'S MOTHER
                         That man's here again.

               Piscano dips a piece of bread into a pot of tomato sauce.

                                     NICKY (V.O.)
                         Because they controlled the Teamsters' 
                         Union, and that's where you had to 
                         go if you wanted to borrow money to 
                         buy a casino.

                                     BORELLI (O.S.)
                         When you've finished with him, I 
                         want him.

                                     PISCANO'S MOTHER
                              (Carrying a plate of 
                              food to the table 
                              where BORELLI and 
                              FORLANO are seated.)
                         Here you are, gentlemen.

                                     NICKY (V.O.)
                         And nobody got a Teamsters' loan, 
                         unless the guys in this room knew 
                         they were gonna get their little 
                         suitcases.

               FORLANO gets up from the table and walks toward NANCE.

                                     NICKY (V.O.)
                         Guys like this antique here [FORLANO], 
                         out of Detroit. Or especially guys 
                         like Remo Gaggi, the outfit's top 
                         boss.

               NANCE embraces REMO GAGGI who's seated on a couch, and sits 
               across from him.

                                     GAGGI
                         You got a round figure on it?

                                     NICKY (V.O.)
                         Definitely the most important guy in 
                         this room.

                                     NANCE
                              (Picking up the 
                              suitcase)
                         About twenty pounds.

                                     GAGGI
                         So?

                                     NANCE
                         That's around seven hundred thousand.

                                     GAGGI
                         Uh-huh, good.

               NANCE opens the case to reveal the money.

                                     ANDY STONE
                              (Off-screen, from 
                              following scene)
                         I know it's a little early for Las 
                         Vegas...

               INT. TANGIERS EXECUTIVE OFFICE PRESS CONFERENCE/BANQUET ROOM - 
               DAY

               Camera tilts down a model of the Tangiers Hotel and Casino, 
               then reveals the cover of Business Week magazine with a 
               drawing of PHILIP GREEN, a young corporate type, smiling out 
               under the headline: 'Philip Green, Vegas Wunderkind'.

                                     STONE (O.S.)
                         ...but I do want to welcome the ladies 
                         and gentlemen of the gaming industry.

               On ANDY STONE, a middle-aged man at a podium giving a speech 
               while GREEN, seated at a table, looks on. PHOTOGRAPHERS flash 
               their cameras. ACE and SHERBERT, sitting next to GREEN, also 
               watch the photo op ceremony.

                                     ACE (V.O.)
                         As far as the world was concerned 
                         Andy Stone, the head of the Teamsters' 
                         Pension Fund, was a legitimate guy.

                                     STONE
                         This is a very auspicious occasion.

                                     ACE (V.O.)
                         A powerful man.

                                     STONE
                         Philip, if you would rise.

               Green stands up.   

                                     ACE (V.O.)
                         He even played golf with the 
                         President.

                                     STONE
                         On behalf of the Teamsters' Pension 
                         Fund, it is my pleasure to present 
                         to you . . .

                                     ACE (V.O.)
                         But Andy also took orders. And when 
                         he was told to give a pension fund 
                         loan to Philip Green...

                                     STONE
                              (Handing GREEN a large 
                              cardboard facsimile 
                              'check')
                         ...this check for $62,700,000 for 
                         the new Tangiers.

                                     GREEN
                         Thank you.

                                     ACE (V.O.)
                         ...he did what he was told.

               PHILIP GREEN, who is now the head of the Tangiers Hotel and 
               Casino Corporation, is standing at the podium giving a speech.

                                     NICKY (V.O.)
                         Now here was the perfect front man. 
                         I mean, what the fuck else could he 
                         be?  He didn't know too much. He 
                         didn't want to know too much, 
                         especially that the bosses made the 
                         Teamsters lend him the money. He 
                         wanted to believe the Teamsters gave 
                         him all that fuckin' money 'cause he 
                         was smart.

               An exploding flash bulb fills the screen.

                                     GREEN
                         ...I say that, knowing full well 
                         just how much competition we have in 
                         this great city.

               EXT. CHEAP MOTEL OFF HIGHWAY - DAY

               We see a MAN and a WOMAN swimming underwater. Camera reveals 
               that they are in a motel swimming pool with glass portholes.  
               Expensive cars are parked outside one of the rooms. Hoods 
               stand around outside the door.

                                     NICKY (V.O.)
                         And where they got Green from - who 
                         the fuck knows?  All I know is that 
                         Green was an Arizona real estate 
                         hustler, who barely had enough gas 
                         money to come and pick up his own 
                         fuckin' check...

               INT. TANGIERS EXECUTIVE OFFICE PRESS CONFERENCE/BANQUET ROOM - 
               DAY

               We return to the press conference. Photographers snap away. 
               In the background are six-foot blow-ups of the Business Week 
               cover. The camera moves past GREEN, CAPP and several other 
               men, past SHERBERT, to ACE.

                                     NICKY (V.O.)
                         Now, all they needed was somebody 
                         they could trust to run the casino. 
                         And who better than Ace?  I mean, he 
                         was already in Vegas a couple of 
                         years and he had the fuckin' place 
                         clocked.

               FREEZE FRAME ON ACE.

               INT. TANGIERS SWIMMING POOL - DAY

               Camera looks straight down from the top of a hotel to a large 
               pool area.

                                     NICKY (V.O.)
                         But typical Ace...

               INT. TANGIERS SWIMMING POOL/POOLSIDE - DAY

               STONE, in a bathing suit and robe, sits on a lounge chair 
               with a telephone. ACE, in sports clothes, sits on another 
               chair.

                                     NICKY (V.O.)
                         ...give him a shot at runnin' a casino 
                         and he tries to talk you out of it.

                                     ACE
                         You know, I don't know if I could do 
                         this even if I wanted to. The Gaming 
                         Commission would never give me a 
                         license. I have at least two dozen 
                         gambling and bookmaking pinches on 
                         me.

                                     STONE
                         You don't have to have a license to 
                         work in a casino. All you gotta do 
                         is apply for one. The state law says 
                         you can work in a casino while they're 
                         processing your application. They 
                         got a ten-year backlog.

                                     ACE
                         But what happens when they do find 
                         out?

                                     STONE
                         Why would they want to find out? 
                         We're puttin' a hundred million into 
                         this desert here. Why would they 
                         want to lock us out?  And besides, 
                         they'll never find out. All you gotta 
                         do is keep changing your job title. 
                         Like, uh, from Casino Executive to 
                         Food and Beverage Chairman. And what 
                         happens it, they take your 
                         application, they put it at the bottom 
                         of the pile. I know guys workin' 
                         there for thirty years, don't have a 
                         license.

                                     ACE
                              (Exhales)
                         It's a tough proposition, Andy. You, 
                         you know, if I did it, I'd have to 
                         run it my way.

                                     STONE
                         You got it.

                                     ACE
                         I'm serious. No interference.

                                     STONE
                         Nobody's gonna interfere with your 
                         running the casino. I guarantee it.

               Stone lights a cigarette.

               INT. TANGIERS CRAPS PIT - NIGHT

               ACE blows on a die.

                                     NICKY (V.O.)
                         And that's how that got Ace to take 
                         over.

               ACES's hands place the die into a micrometer.

                                     NICKY (V.O.)
                          
                         They wanted him because Ace ate, 
                         slept and breathed gambling.

               Camera swish tilts up to ACE, then swish pans to boxman, 
               dealers and players watching him, trying to act calm.

                                     NICKY (V.O.)
                         They worked out a real cute job title 
                         too.

               We see the die in the micrometer.

                                     NICKY (V.O.)
                         Tangiers Public Relations Director.

               Satisfied the die is not loaded ACE sets it on the craps 
               table, the camera cranes up to reveal the Tangiers Casino 
               floor.

                                     NICKY (V.O.)
                         But the only thing he ever directed 
                         was the casino. He made his first 
                         bet when he was fifteen years old, 
                         and he always made money. But he 
                         didn't bet like you or me.

               A DEALER is sliding chips, tossing them on to a craps table.

                                     NICKY (V.O.)
                         You know, havin' some fun with it, 
                         shit like that.

                                     ACE
                              (Approaching the DEALER)
                         Where the hell did you learn how to 
                         deal?
                              (He reaches down, 
                              stacking and arranging 
                              the chips.)

                                     NICKY (V.O.)
                         He bet like a fuckin' brain surgeon.

                                     ACE
                              (To the chastised 
                              DEALER)
                         Place the checks properly. That's 
                         the way you do it.

                                     DEALER
                         Yes, sir.

                                     NICKY (V.O.)
                         He had to know everything, this guy.

               Direct overhead tracking shot as ACE walks between two rows 
               of gaming tables.

                                     NICKY (V.O.)
                         He'd find out the kind of inside 
                         stuff nobody else knew, and that's 
                         what he'd put his money on.

               INT. GYM/BOOKIE JOINT, BACK HOME, PRE-SEVENTIES - DAY

               ACE walks past two boxers sparring in a ring, through a 
               doorway into a room where several gamblers are seated around 
               a table.

                                     NICKY (V.O.)
                         Even back home, years ago, when we 
                         were first hangin' out together...

               TITLE IN: 'BACK HOME, YEARS AGO'

                                     NICKY (V.O.)
                         ...he'd know if the quarterback was 
                         on coke.

               ACE is looking at the odds board for college football games. 
               The bookie, LUCKY LARRY, is waiting for ACE to hand in his 
               picks.

                                     ACE
                         I'll take Columbia for twenty.

                                     NICKY (V.O.)
                         If his girlfriend was knocked up.

                                     LUCKY LARRY
                         Twenty dimes on Columbia . . .

               As soon as ACE bets, a man erases a number from the chalkboard 
               and replaces it was a '6', changing the odds. Two GAMBLERS 
               saunter from the room.

                                     NICKY (V.O.)
                         He'd get the wind velocity so he 
                         could judge the field goals. He even 
                         figured out the different bounce you 
                         got off the different kinds of wood 
                         they used on college basketball 
                         courts, you know?

               EXT. GYM/BOOKIE JOINT PUBLIC PHONES - DAY

               The two GAMBLERS we saw sauntering out of the bookie joint 
               are racing to the nearest public phones. Another GAMBLER has 
               already beaten them to it.

                                     NICKY (V.O.)
                         He'd be workin' on this shit day and 
                         night. There was nothin' about a 
                         game he was gonna bet that he didn't 
                         know.

                                     GAMBLER #1
                              (Into phone)
                         Ace got down at six.

                                     GAMBLER #2
                              (Into phone)
                         Charlie, hey. Rothstein got six.

               INT. GYM/BOOKIE JOINT, SEVERAL DAYS LATER - DAY

               A bookie hands a stack of money to another bookie, who hands 
               the money to ACE.

               ACE removes several bills from the top of the stack of 
               winnings and holds them out to the BOOKIES.

                                     NICKY (V.O.)
                         Season after season, the prick was 
                         the only guaranteed winner I ever 
                         knew. But he was so serious about it 
                         all that I don't think he ever enjoyed 
                         himself.  But...

               ACE exits.

                                     NICKY (V.O.)
                         ...that's just the way he was.

               INT. MOB SOCIAL CLUB BACK ROOM - NIGHT

               The room has an espresso machine and a saint's day calendar. 
               Assorted hoods are listening to NICKY at the bar. Camera 
               dollies to REMO GAGGI, at the rear table playing gin rummy 
               with OLD MAN CAPO and losing. Every time the CAPO picks up a 
               card, he's able to knock or get gin, sending GAGGI into a 
               fit bemoaning his bad luck.

                                     NICKY (V.O.)
                         But back then the bosses didn't give 
                         a fuck about whether he enjoyed 
                         himself of not. To them, he was a 
                         cash register. All they had to do 
                         was ring the bell and take the money. 
                         Especially Remo, who was a fuckin' 
                         degenerate gambler who always lost.

                                     GAGGI
                              (Slams down his cards 
                              and curses at his 
                              losing hands)
                         Ma che cazzo!

               [Italian-American slang for 'What a prick.'] All those fuckin' 
               sweeps.

                                     NICKY (V.O.)
                         I mean, unless Ace made his bet.

                                     GAGGI
                         That's enough now!

                                     OLD MAN CAPO
                         I can't contest the cards.

                                     GAGGI
                         Va fa 'n culo! [Italian-American 
                         slang for 'Fuck off'] 
                              (Summoning a young 
                              man.)
                         Johnny!

                                     NICKY (V.O.)
                         Ace made more money for them on a 
                         weekend than I could do heisting 
                         joints for a month.

               ACE enters and walks to GAGGI's table.

                                     NICKY (V.O.)
                         Whatever Ace picked up on the street 
                         he told Remo.

                                     NICKY
                              (Walks over to ACE 
                              and whispers)
                         Hey, did you bring that thing?

                                     NICKY (V.O.)
                         You know, I mean fixed fights, doped 
                         horses, crooked fuckin' zebras... 
                         locked-in point spreads. He told 
                         fuckin' Remo everything. And to tell 
                         you the truth. I don't blame him.

               GAGGI stands up and shakes ACE's hand.

                                     GAGGI
                         Ace.

                                     NICKY (V.O.)
                         Keepin' Remo happy with money was 
                         the greatest insurance policy in the 
                         world.

               GAGGI beams as ACE takes out an envelope filled with cash 
               and hands it over to him. GAGGI sits back down and ACE, 
               knowing his place, smiles and is about to leave.

                                     GAGGI
                         Son-of-a-bitch. How the hell did you 
                         get Oklahoma-Michigan?  Nobody ever 
                         had Oklahoma-Mi... How the hell'd 
                         you do it?

                                     ACE
                         Well, that's why they paid so well.

                                     GAGGI
                         You see?
                              (Chuckles.)
                         Never tells me nothin'. Ace, what do 
                         we got on for next week?

                                     ACE
                         Well, it's a little too early. I'd 
                         say Thursday would be good. I'll 
                         know by then. Is that all right?

                                     GAGGI
                         Okay. You come by the house?

                                     ACE
                         I'll come by.

                                     GAGGI
                         Seven o'clock?

                                     ACE
                         Seven o'clock.

               GAGGI gets up and kisses ACE as NICKY and OLD MAN CAPO look 
               on.

                                     GAGGI
                         Good job, my boy. Keep it up. Okay, 
                         Ace?

               ACE nods in agreement and leaves the room.

                                     GAGGI
                              (To NICKY)
                         Hey, Nick. Vien acca. [Italian-
                         American slang for 'Come here']

                                     NICKY
                              (To ACE)
                         I'll be right out.

                                     GAGGI
                         T'aggia parla. [Italian-American 
                         slang for 'I've got to talk to you'] 
                         Nicky... See that guy?
                              (pointing to the off-
                              screen ACE)

                                     NICKY
                         Mm.

                                     GAGGI
                         Keep a good eye on him. He's makin' 
                         a lot of money for us. And he's gonna 
                         continue makin' a lot of money for 
                         us, so keep a good eye on him.

                                     NICKY
                         Mm.

                                     GAGGI
                         Not like your fuckin' friends out 
                         there, that... without brains.  Okay?

                                     NICKY
                         All right.

                                     GAGGI
                         Uh-huh. Mi raccomando. [Italian-
                         American slang for 'I'm counting on 
                         you']

                                     NICKY
                         Yeah.

                                     GAGGI
                         Fine.

                                     NICKY
                              (Reaching down to 
                              touch GAGGI's money, 
                              joking with him.)
                         Want me to take this for you?
                              (He walks out.)

                                     NICKY (V.O.)
                         So, now, on top of everything else, 
                         I gotta make sure that nobody fucks 
                         around with the Golden Jew.

               INT. BACK HOME BAR - NIGHT

               We move past JOE, a guy at the bar entertaining a BRUNETTE 
               and a BLONDE, to NICKY and FRANK MARINO at the other end. 
               There are other bar patrons in the background.

                                     JOE
                              (To the BARTENDER)
                         Chase, couple of shooters for the 
                         ladies.

                                     BARTENDER (O.S.)
                         All right.

                                     ACE (V.O.)
                         Yeah, we made a great pair. I made 
                         book and Nicky made sure we always 
                         collected. The old men loved us. And 
                         why not? They all made money with 
                         us.

                                     NICKY
                              (To MARINO)
                         They payin'?

                                     ACE (V.O.)
                         How did Nicky collect?

                                     MARINO
                         They pay every week, like they're 
                         supposed to.

                                     ACE (V.O.)
                         Don't ask. 

                                     NICKY
                         Then where the fuck is the money? I 
                         don't see the money.

               ACE enters, and greets the two girls.

                                     ACE
                         Hi, Melissa. Heidi.

                                     BLONDE
                         Hi, Sam.

                                     JOE
                              (To the GIRLS)
                         Who's this guy?

                                     MARINO
                              (To NICKY)
                         Get the fuck out of here. It was 
                         nine. I laid nine.

               ACE approaches NICKY and MARINO.

                                     NICKY
                         It was eight.  Ace... tell him the 
                         line on the Bear's game.

                                     ACE
                         Eight.

                                     NICKY
                         If he don't know, nobody knows. Told 
                         you it was eight.

                                     MARINO
                         Well, how come I laid nine?

                                     NICKY
                         'Cause you're a jag-off. I would 
                         have fuckin' made you lay ten...

               ACE notices a pen lying on the bar. He taps JOE on the 
               shoulder.

                                     ACE
                              (To JOE)
                         Excuse me.

                                     JOE
                         What?

                                     ACE
                              (He holds up the pen)
                         Is this yours? Your pen?

                                     JOE
                         Yeah, that's my pen. Why?

                                     ACE
                         I ju- Well, it's a nice pen. I just 
                         didn't know whose it was. I thought 
                         it was yours. I didn't want it to 
                         get lost.

                                     JOE
                         Well, thank you. Why don't you take 
                         that fuckin' pen and shove it up you 
                         ass, you fuckin' jag-off?

               NICKY looks over.

                                     ACE
                         Well, I was just offering you the-

               NICKY moves towards JOE.

                                     JOE
                              (Turning his back to 
                              talk to the girls, 
                              referring to ACE)
                         This fuckin' asshole.

               NICKY grabs the pen out of ACE's hand.

                                     MAN #1
                              (To JOE)
                         Look out!

               Before ACE can react, NICKY grabs JOE and starts stabbing 
               him in the neck with the pen.

                                     MAN #1
                         Joe! Look out, Joe! Look out!

               NICKY grunts while JOE gasps and groans. The BLONDE screams 
               while NICKY's hand continues to plunge the pen into JOE's 
               throat. JOE tumbles to the floor.

               NICKY pounces on him, still stabbing and now kicking. JOE 
               whimpers.

                                     NICKY
                         What's that? You hear? You hear a 
                         little girl, Frankie? You hear a 
                         little girl, Ace? Is that a little 
                         fuckin' girl?!  What happened to the 
                         fuckin' tough guy?  Told my friend 
                         stick it up his fuckin' ass?! Huh?! 
                         Huh?!

                                     ACE
                              (Over whimpers and 
                              pants)
                         Wait a sec, Nicky, Nicky, Nicky. Ta-
                         take it easy.

               ACE looks stunned. NICKY's still holding the bloody pen.

                                     ACE (V.O.)
                         While I was tryin' to figure out why 
                         the guy was sayin' what he was sayin', 
                         Nicky just hit him. No matter how 
                         big a guy might be, Nicky would take 
                         him on. You beat Nicky with fists, 
                         he comes back with a bat. You beat 
                         him with a knife, he comes back with 
                         a gun. And you beat him with a gun, 
                         you better kill him, because he'll 
                         keep comin' back and back until one 
                         of you is dead.

                                     NICKY (V.O.)
                         Listen...

               INT. TANGIERS CASINO FLOOR, 1972 - NIGHT

               Camera swoops from a woman cheering as she wins at a slot-
               machine to a blackjack table, then to a roulette table and 
               over to a craps table.

               Montage of very short cuts of chips being picked up, dice 
               thrown, money being poured from a bucket, stacks of money.

                                     NICKY (V.O.)
                         ...with me protecting Ace, he made a 
                         fortune for the bosses. I mean that's 
                         what got him to Vegas. He was a money 
                         machine. A tremendous earner for 
                         these guys.  As soon as he took over, 
                         he doubled the fuckin' drop. With 
                         Ace the casino never saw so much 
                         money. And the bosses, they couldn't 
                         be happier.

               INT. TANGIERS CASINO FLOOR - NIGHT

               Camera moves in on ACE as he looks out over the casino. 
               Dealers deftly stack chips, scoop up losses and pay off 
               winners. Chips and money are everywhere.

               In extreme close-up slow motion a die falls on to a table.

               INT. TANGIERS CASINO SLOT-MACHINE AREA - NIGHT

               ACE and SHERBERT are walking down a casino aisle by the slot-
               machines. Dealers immediately snap to attention at their 
               approach.

                                     ACE (V.O.)
                         In Vegas, I had to keep a few juiced-
                         in local cowboys working. They were 
                         close to the, you know, good old 
                         boys.

                                     ACE
                              (To SHERBERT)
                         Pay him six hundred a week, tell him 
                         to walk around and look smart.

                                     ACE (V.O.)
                         I mean, without us, these guys, they'd 
                         still be shovellin' mule shit.

               ACE points at paper cups, empty glasses and the debris of 
               silver dollar wrappings on the floor. DON WARD, the Slots 
               Manager in Western garb, immediately starts picking up the 
               debris. ACE looks at WARD sternly.

                                     ACE
                         Ward, you gotta keep a cleaner 
                         station. If you need 'Mr Clean', 
                         page him, all right?

               WARD bends down and picks up some trash.

                                     WARD
                         It won't happen again, Sam.

                                     ACE
                         Mr Rothstein.

                                     ACE
                              (To SHERBERT)
                         Is this guy just another dumb fuckin' 
                         white man, or what? What's his story?

                                     SHERBERT
                         We need this guy.

                                     ACE
                         We can't get rid of him?

                                     SHERBERT
                         He's juiced in. He's the County 
                         Commissioner's cousin.

                                     ACE
                         I wouldn't give the bum a mop job.

               They exit.

               INT. TANGIERS BACCARAT TABLES - NIGHT

               A card shoe slides across the baccarat table. A state SENATOR, 
               a little drunk, tips the dealer, kisses the blonder HOOKER 
               with him, fills his pockets with his winnings and walks over 
               to see ACE.

                                     ACE (V.O.)
                         These yokels ran the state.

                                     DEALER #1
                         Thank you very much, Senator.

                                     ACE (V.O.)
                         They passed the laws, they owned the 
                         courts.

                                     SENATOR
                         Hi, Ace.

                                     ACE
                         Hello, Senator.

               They shake hands.

                                     SENATOR
                              (To ACE)
                         Hey, I need a room. Need a room.

                                     ACE
                         Good to see ya.
                              (To SHERBERT)
                         William would you...

               The SENATOR shakes hands with SHERBERT as the HOOKER joins 
               them.

                                     ACE (V.O.)
                         I had dozens of politicians and state 
                         officials comin' through that place 
                         every week.

                                     SHERBERT
                         Nice to see you, Senator.

                                     ACE
                              (To SHERBERT)
                         Help the Senator, give him whatever 
                         he wants.

                                     SHERBERT
                         Certainly.
                              (Leads the way.)
                         Senator.

                                     ACE (V.O.)
                         Why not make them happy?

                                     SHERBERT
                         We have some nice penthouses you'll 
                         enjoy. Maybe the Presidential Suite.

               INT. TANGIERS PRESIDENTIAL SUITE - DAY

               The SENATOR unzips the HOOKER's dress, kisses her and walks 
               through the bedroom doorway, looking over his shoulder to 
               her as she takes off her dress and walks out of his sight.

                                     ACE (V.O.)
                         For politicians...

               INT. TANGIERS BACCARAT TABLES - DAY

               ACE smoking a cigarette by the baccarat tables.

                                     ACE (V.O.)
                         ...like our state senator up there, 
                         everything was on the house.

               INT. TANGIERS PRESIDENTIAL SUITE - DAY

               The SENATOR opens a bureau drawer and takes out a small velvet 
               pouch and pours black $100 into his palm.

                                     ACE (V.O.)
                         These guys won their comped life 
                         when they got elected. So, hey, why 
                         not take advantage of it? Still, the 
                         politicians come cheap. We could 
                         handle them.

               INT. TANGIERS, ICHIKAWA LUXURY SUITE - DAY

               K. K. ICHIKAWA a Japanese businessman, and a male associate 
               pick up towels and soap from about the bedroom of their suite. 
               A blonde woman checks herself in the mirror.

                                     ACE (V.O.)
                         It's a whale like K. K. Ichikawa, 
                         who plays thirty thousand dollars a 
                         hand in baccarat. That's the one you 
                         really gotta watch.

               ICHIKAWA and his associate walk into the the suite's living-
               room and join a Japanese woman seated on a couch.

                                     ACE (V.O.)
                         He plays fast and big and he has the 
                         cash and the credit to turn out your 
                         lights. About a year ago, he cleaned 
                         out a couple of casinos in the Cayman 
                         Islands.

               They begin to stuff Tangiers soap and towels into their 
               luggage.

                                     ACE (V.O.)
                         Downstairs, he takes us for two 
                         million... and upstairs he takes 
                         free soap, shampoo and towels. Another 
                         billionaire cheapskate who loves his 
                         free rooms...

               EXT. TANGIERS JET, LAS VEGAS AIRPORT - DAY

               The Tangiers jet with the Tangiers logo on its side as 
               ICHIKAWA shakes ACE's hands before boarding. SHERBERT follows 
               him and his associates aboard.

                                     ACE (V.O.)
                         ...free private jets, and two million 
                         of our money.

                                     ACE
                         Nice to see you again.

                                     ACE (V.O.)
                         But we got him back. I had our pilot 
                         tell him the plane was on the fritz.

                                                               DISSOLVE TO:

               EXT. TANGIERS JET, STILL IN THE SAME SPOT - NIGHT

               SHERBERT apologizes to ICHIKAWA and his entourage as they 
               all get off the jet.

                                     SHERBERT
                         Ken, I don't know what the hell went 
                         wrong. I'm awfully sorry.

                                     ICHIKAWA
                         This is a big problem. Big problem.

                                     SHERBERT
                         I can't understand it. These 
                         mechanical things, you know, they 
                         happen. Hey, be-better here than
                              (gesturing to the sky)
                         up there, you know what I mean?

               INT. LAS VEGAS AIRPORT RESERVATION DESK - NIGHT

               SHERBERT arguing with TICKET AGENT as ICHIKAWA and entourage 
               look glum.

                                     ACE (V.O.)
                         Then he missed the commercial flights 
                         connecting with Japan.

                                     AGENT
                         I'm so sorry. There's a convention 
                         in town, and all flights are booked.

                                     SHERBERT
                         A convention?
                              (Turning to ICHIKAWA)
                         I can't believe that there's a 
                         convention. It's never... ?

                                     ICHIKAWA
                         What can I do?

               EXT. TANGIERS CASINO - NIGHT

               A smiling ACE greets ICHIKAWA and his entourage as they drive 
               up and get out of Tangiers limos.

                                     ACE (V.O.)
                         We got him back ...with a whole floor 
                         of rooms for himself.

                                     ACE
                         I'm sorry you missed the plane.

                                     ICHIKAWA
                         You want to get my money back, right?
                              (Chuckles)

                                     ACE
                         No, no, no. No gambling. No.

               INT. TANGIERS BACCARAT TABLES - NIGHT

               ICHIKAWA, with the Japanese woman, picks up some chips and 
               places them on the table. ACE and SHERBERT watch from behind 
               a barrier.

                                     ACE (V.O.)
                         He bet one thousand a hand instead 
                         of his usual thirty thousand a hand.

               A dealer's hands slide two cards on the table.

                                     DEALER
                         The bank wins a natural eight over a 
                         five.

               Another dealer's hands place two chips on a table. ICHIKAWA 
               looks on.

                                     ACE (V.O.)
                         But I knew, the trick with whales 
                         like Ichikawa was that they can't 
                         bet small for long. He didn't think 
                         of it as winning ten thousand, he 
                         thought of it as losing ninety 
                         thousand.

               ICHIKAWA places a larger bet.

                                     ACE (V.O.)
                         So, he upped his bets...

               A dealer picks up some chips from a rack and places them on 
               the table.

               ICHIKAWA is now seated with stacks of chips in front of him.

                                     ACE (V.O.)
                         ...until he dropped his winnings 
                         back and gave up a million of his 
                         own cash.

                                                               DISSOLVE TO:

               ICHIKAWA, hours later, his chips depleted. ACE and SHERBERT 
               still watch from behind the barrier as millions in chips are 
               back in the dealer's racks.

                                     ACE (V.O.)
                         In the casino, the cardinal rule is 
                         to keep them playing...

               Move in on ACE as he smokes a cigarette.

                                     ACE (V.O.)
                         ...and keep them coming back. The 
                         longer they play, the more they lose. 
                         In the end, we get it all.

               INT. TANGIERS CASINO - NIGHT

               ACE, with pit bosses next to him, looks out over the huge 
               casino where hundreds of thousands of dollars are being poured 
               into machines.

                                     ACE (V.O.)
                         In Vegas, everybody's gotta watch 
                         everybody else.

               Camera reveals the DEALER at a craps table.

                                     DEALER
                         Six, an easy way. Six! All right, 
                         who's gonna give me... 

               The DEALER places some chips on the table.

                                     ACE (V.O.)
                         Since the players are looking to 
                         beat the casino...

               THE CAMERA IS ON THE DEALER.

                                     DEALER
                         ...both dice must hit that back wall 
                         each and every roll. All right, make 
                         a six!

               CAMERA PANS TO A WOMAN AND A MAN AT THE TABLE. THE WOMAN 
               TOSSES SOME DICE.

                                     ACE (V.O.)
                         ...the dealers are watching the 
                         players.

                                     WOMAN
                         Gimme a six!

                                     DEALER
                         Come on, baby, make a six!

               A BOX MAN, seated mid-table is watching the DEALER.

                                     ACE (V.O.)
                         The box men are watching the dealers.

               CAMERA PANS TO THE DEALER.

                                     DEALER
                              (Humming, fielding, 
                              every roll.)

               CAMERA PANS TO A FLOOR MAN, STANDING DIRECTLY BEHIND THE BOX 
               MAN.

                                     ACE (V.O.)
                         The floor men are watching the box 
                         men.

               CAMERA SWISH PANS TO REVEAL A PIT BOSS STEPPING IN, SCANNING 
               THE FLOOR.

                                     ACE (V.O.)
                         The pit bosses are watching the floor 
                         men.

               SWISH PAN TO A SHIFT BOSS SURVEYING THE CASINO.

                                     ACE (V.O.)
                         The shift bosses are watching the 
                         pit bosses.

               SWISH PAN TO SHERBERT.

                                     ACE (V.O.)
                         The casino manager is watching the 
                         shift bosses.

               SWISH PAN TO ACE.

                                     ACE (V.O.)
                         I'm watching the casino manager.

               CAMERA SWISH PANS AND TILTS UP TO A VIDEO CAMERA MOUNTED 
               INSIDE A GLASS DOME HANGING FROM THE CEILING.

                                     ACE (V.O.)
                         And the eye-in-the-sky is watching 
                         us all.

               SWISH PAN TO:

               INT. TANGIERS-EYE-IN-THE SKY MONITOR ROOM - NIGHT

               Video monitors show a dealer fanning a row of bills. Swish 
               pan to ACE and SHERBERT watching the monitor. ACE lights a 
               cigarette.

                                     ACE (V.O.)
                         Plus...

               SWISH PAN TO SURVEILLANCE CATWALKERS ADJUSTING CAMERAS AND 
               SPYING ON PLAYERS BELOW WITH BINOCULARS.

                                     ACE (V.O.)
                         ...we had a dozen guys up there, 
                         most of them ex-cheats, who knew 
                         every trick in the house.

               INT. TANGIERS CRAPS TABLE - NIGHT

               Ginger squeals as she throws the dice across the table.

                                     HIGH ROLLER
                         Come on, come on.

               She rolls a winner.

                                     GINGER
                         Yes!

                                     HIGH ROLLER
                         Thank you. Very nice.

                                     GINGER
                              (Chuckles)
                         I told you I was hot tonight.

               INT. TANGIERS EYE-IN-THE-SKY MONITOR ROOM - NIGHT

               Sound out: The monitor shows GINGER and the HIGH ROLLER 
               cheering, she throws her arms around him. The crowd goes 
               crazy.

               SWISH PAN TO ACE LOOKING ON INTENTLY.

               On screen, GINGER's hand sneaks a chip from the rack and 
               subtly moves it towards her purse.

               INT. TANGIERS CRAPS TABLE - NIGHT

               Sound in: GINGER slips the chip quietly into her bag.

                                     HIGH ROLLER
                              (Off-screen)
                         Let's go. This is for Ginger. Come 
                         on. This is for Ginger.

               The HIGH ROLLER notices GINGER's hand on her purse. She 
               pretends to have taken out her lipstick.

                                     GAMBLER #1
                         Let me have a hundred on the hard 
                         ten. Thank you.

                                     GAMBLER #2
                         Hard ten. One hundred.

               INT. TANGIERS EYE-IN-THE-SKY MONITOR ROOM - NIGHT

               ACE continues to look at the monitor. SHERBERT and a security 
               man seated at a video console also look on.

               INT. TANGIERS CRAPS TABLE - NIGHT

               A craps stick pushes some dice towards GINGER. She rolls 
               again, only this time she craps out. Gamblers groan, then 
               applaud her. She's made so much money for the table that the 
               winners toss chips in her direction.

                                     HIGH ROLLER
                         I'm sorry.

                                     GINGER
                         Oh, I'm sorry. I'm sorry.
                              (To the table)
                         Thank you very much. Thank you very 
                         much.

               ACE and two casino execs are now on the floor watching her.

                                     GINGER
                         Thank you, sir, I appreciate that. 
                         Everybody, thanks. Gives some chips 
                         as tips to the dealer and box man. 
                         Thanks. Take care, Steve. Take chances 
                         and drive fast.

                                     HIGH ROLLER
                         Ginger, honey.

                                     DEALER
                         Thank you very much, now.

                                     HIGH ROLLER
                         Ginger, honey, this is for you love. 
                         Thanks for your time.

               She turns to the HIGH ROLLER, who is handing her a thin stack 
               of chips worth about $2,000.

                                     GINGER
                              (Chuckles)
                         Come on.

                                     HIGH ROLLER
                         What's the matter?

                                     GINGER
                         What do you mean, 'What's the matter?' 
                         I made a lot of money for you. I 
                         want my cut.

                                     HIGH ROLLER
                         What money? I've seen you stealing 
                         from me.

                                     GINGER
                         What money?  Look at this stack of 
                         chips. Don't give me that shit. I 
                         want my end.

                                     HIGH ROLLER
                         Ginger, I've been watching you all 
                         night. You've been stealing from me.

                                     GINGER
                         Don't give me that shit. I want my 
                         money.

                                     HIGH ROLLER
                         That bag's full of fuckin' chips you

                                     GINGER
                              (Interrupts)
                         What do you mean 'stole'? I didn't 
                         steal anything from you.

               ACE watches the argument heat up.

                                     HIGH ROLLER
                         Get lost, Ginger! Get lost!

                                     GINGER
                         Get lost?

                                     HIGH ROLLER
                         Yes.

                                     GINGER
                         Get lost?

                                     HIGH ROLLER
                         Yes.

               GINGER knocks the chip rack out of his hands.

                                     GINGER
                         Well, how 'bout that?

                                     HIGH ROLLER
                         Come on!
                              (He bends down to 
                              pick them up.)

               Gamblers and dealers shout and yell. She picks up another 
               rack of chips and tosses them into the air, then another, 
               and another. Chips fly all over the casino. Everyone starts 
               diving for chips. Dealers. Players. Security guards.  
               Waitresses. Pit bosses. Bedlam.

               ACE and the two execs with him are the only ones not diving 
               for chips. He looks at GINGER. She looks at him.

               FREEZE FRAME ON GINGER.

               Slow motion: GINGER smiles at ACE and walks off.

                                     ACE (V.O.)
                         What a move. I fell in love right 
                         there.

               INT. COCKTAIL LOUNGE - NIGHT

               GINGER and ACE are seated on a banquette. Close up of his 
               hand attaching a diamond and ruby pin to her dress. Tilt up 
               to GINGER's smiling face beaming at ACE.

                                     ACE (V.O.)
                         But in Vegas, for a girl like Ginger, 
                         love costs money.

               They kiss.

                                     GINGER
                         I'm going to go powder my nose.
                              (ACE hands GINGER a 
                              single $50 bill. She 
                              smiles coyly. He 
                              hands her another 
                              fifty.)

                                     ACE (V.O.)
                         Ginger's mission in life was money.

                                     GINGER
                         I'll be right back.

                                     ACE (O.S.)
                              (from following scene)
                         See you, Ginger.

               FLASHBACK - EXT. CASINO ENTRANCE - NIGHT

               GINGER waves goodbye to the DOORMAN and walks towards two 
               VALET PARKERS who greet her warmly. She gets a bottle of 
               pills from one of them and slips some cash into his hand in 
               return.

                                     GINGER
                         Okay, thank you for asking.

                                     ACE (V.O.)
                         She was a queen around the casino. 
                         She brought in high rollers and helped 
                         them spread around a lot of money.

                                     GINGER
                              (To VALET PARKERS)
                         Hello.

                                     VALET PARKER
                         Hey, Ginger, how you doin'?

                                     GINGER
                         Great.
                              (Handing the VALET 
                              some money.)
                         And I have something for you. You 
                         got me covered?

               The VALET PARKER places a vial of pills in her hand.

                                     VALET PARKER
                         Yes. Something for you, there.

                                     GINGER
                         And you do. Thank you very much.

                                     VALET PARKER
                         Take care of yourself.

               FLASHBACK - INT. HOTEL SUITE BATHROOM - NIGHT

               GINGER hands the pills to HIGH ROLLER #2 in his hotel 
               bathroom, where he is washing his face and trying to energize 
               himself.

                                     GINGER
                         I got some lucky pills for you, honey.

                                     HIGH ROLLER #2
                         Oh, yeah?

                                     ACE (V.O.)
                         Who didn't want Ginger? She was one 
                         of the best-known, best-liked and 
                         most respected hustlers in town.  
                         Smart hustlers like her could keep a 
                         guy awake for two or three days before 
                         sending him home broke to the little 
                         woman and his bank examiners.

               INT. COCKTAIL LOUNGE - NIGHT

               GINGER comes back from the ladies room. She kisses ACE.

                                     ACE
                         Any change?

                                     GINGER
                              (Chuckles)
                         I hit a few... uh, games on the way 
                         back.

                                     ACE (V.O.)
                         That was all bullshit. She just 
                         pocketed the cash.

               FLASHBACK - INT. TANGIERS CASHIER'S CAGE - NIGHT

               GINGER converts her chips into a pile of $100 bills.

                                     GINGER
                              (To CASHIER)
                         How you doin' tonight?

                                     CASHIER
                         Good. How are you?

                                     GINGER
                              (Sighing)
                         Oh, beat.

                                     ACE (V.O.)
                         Ginger had the hustler's code.

                                     CASHIER
                         Okay.

                                     GINGER
                         Take one for you.

                                     CASHIER
                              (While she counts out 
                              the cash)
                         Thank you.

                                     ACE (V.O.)
                         She knew how to take care of people. 
                         And that's what Vegas was all about.

                                     CASHIER
                              (As she pushes a stack 
                              of $100 bills across 
                              the counter)
                         Sixty-eight hundred.

                                     GINGER
                         Thanks

               She picks up the cash.

                                     CASHIER
                         You're welcome.

                                     ACE (V.O.)
                         It's Kickback City.

                                     GINGER
                         You have a good night.

                                     CASHIER
                         Thank you. You too.

               Close-up of GINGER folding a $100 bill and placing it in her 
               palm. She slips the folded bill deftly into the palm of a 
               floor manager.

                                     ACE (V.O.)
                         She took care of the dealers...

                                     GINGER
                         Hey, Mitch.

                                     ACE (V.O.)
                         ...pit bosses, floor managers.

                                     GINGER
                         Thank you.

                                     ACE (V.O.)
                         But mostly...

               EXT. TANGIERS ENTRANCE - NIGHT

               GINGER, on her way out of the casino, passes a folded $100 
               bill to a smiling older SHIFT BOSS.

                                     ACE (V.O.)
                         ...she took care of the valet parkers, 
                         the guys who could get you anything 
                         and take care of anything.

                                     GINGER
                         Thanks a lot.

                                     SHIFT BOSS
                         Thank you, Ginger.

               EXT. TANGIERS ENTRANCE - NIGHT

               GINGER exits and gets into her car, slipping a VALET PARKER 
               a $100 bill.

                                     ACE (V.O.)
                         Ginger took care of the parkers 
                         because they took care of the security 
                         guards, who took care of the metro 
                         cops, who let her operate.

                                     VALET PARKER #3
                         Thank you, Ginger.

                                     GINGER
                              (Getting into her car)
                         I need that stuff tonight.

                                     VALET PARKER #3
                         No problem.

                                     GINGER
                         You're a doll.

                                     ACE (V.O.)
                         The valet parking job was such a 
                         money-maker that they had to pay off 
                         the hotel manager just to get the 
                         concession.

               INT. GINGER'S APARTMENT - DAY

               GINGER enters the room with $25,000 in her hands. She taps 
               LESTER DIAMOND's leg with it and he turns to her.

                                     ACE (V.O.)
                         But one thing I could never 
                         understand, was that she could have 
                         everything under control, except for 
                         her old pimp boyfriend, Lester 
                         Diamond.

                                     LESTER
                         Look, Gin, you know I got other people 
                         in this. I got partners. But I want 
                         you to understand that I am lookin' 
                         out for you in this thing.  Okay?  
                         You're going to get yours back...   
                         and you're gonna get it back first. 
                         Okay?

                                     GINGER
                         All right.

                                     LESTER
                         Okay?

                                     GINGER
                         Yeah.

                                     LESTER
                         Where are you goin'? Where are you? 
                         You're in that place. Where are you?

                                     GINGER
                         I'm here.

                                     LESTER
                         No, you're not. Where are you? Where 
                         are you?

                                     GINGER
                         I'm always here for you.

                                     LESTER
                         You are.

                                     GINGER
                         I am.

               He hastily kisses GINGER and slips out the door.

                                     ACE (V.O.)
                         The Ginger I knew wouldn't even look 
                         at this creep.

                                     GINGER
                         Good luck.

                                     LESTER
                         Yeah.

                                     ACE (V.O.)
                         He was a moocher, a card cheat, a 
                         country-club golf hustler. A 
                         scumbag... chasing dentists for a 
                         few bucks.

                                     GINGER
                         Careful.

               GINGER looks out of the window and sees LESTER get into a 
               convertible and drive off.

                                     ACE (V.O.)
                         I mean, the guy was always broke, he 
                         always had a story. And somehow, she 
                         could never turn him down. The way 
                         Ginger saw it, I guess, was that 
                         Lester was just an unlucky guy. 
                         Somebody had to take care of him.

               INT. BACK HOME AIRPORT/CUSTOMS - DAY

               NICKY, his wife JENNIFER, with a beehive hairdo, and their 
               eight-year-old son LITTLE NICKY, are detained while their 
               luggage is searched by a customs agent.

               TITLE IN: 'BACK HOME'

                                     ACE (V.O.)
                         But nobody had to take care of Nicky.

                                     NICKY
                              (To customs agent)
                         You find any cash in there, we'll 
                         whack it up with you.

                                     ACE (V.O.)
                         I mean, he took care of himself only 
                         too well. And that's why every badge 
                         back home wanted to nail him.

                                     JENNIFER
                              (To customs agent)
                         Excuse me, but I folded these things 
                         beautifully and I would appreciate a 
                         little respect. Jesus Christ!

                                     NICKY
                         Don't look at me, pal. I gotta live 
                         with her.

               We see MARINO waiting for NICKY outside the customs area. 
               Two COPS push past him.

                                     ACE (V.O.)
                         Even after a little vacation, they 
                         hassled him at the airport.

                                     COP #1
                              (To MARINO)
                         Excuse me.

                                     ACE (V.O.)
                         I mean, Frank Marino was there to 
                         meet him, but so were the cops. This 
                         time they wanted to pinch him for 
                         some diamond burglary in Antwerp.

               CAMERA DOLLIES IN ON JENNIFER'S BEEHIVE.

                                     JENNIFER
                         Oh, yes. Will you help me fold these, 
                         please?

                                     ACE (V.O.)
                         They were ready to blame him for 
                         anything, no matter where it happened.

               FLASH FORWARD - INT. NICKY'S HOUSE/BACK HOME - DAY

               NICKY, JENNIFER, LITTLE NICKY and MARINO walk in.

                                     JENNIFER
                              (To LITTLE NICKY)
                         You go and put your things away.

                                     ACE (V.O.)
                         And they were usually right.

               NICKY, JENNIFER and MARINO are gathered around the kitchen 
               table. JENNIFER leans over and starts to shake her hair.

                                     MARINO
                         Whoa, whoa, whoa.

                                     NICKY
                         Hold it, hold it. Here.

               NICKY places a red towel down on the table. JENNIFER leans 
               over again, tugs and shakes her hair until diamonds begin to 
               fall out of her beehive.

                                     ACE (V.O.)
                         Because Nicky enjoyed being a 
                         gangster, and he didn't give a damn 
                         who knew it.

                                     JENNIFER
                         Come on. There we go. Look at that. 
                         Beautiful.

               Diamonds fall on the red towel in slow motion.

                                     ACE (V.O.)
                         I mean, that's what worried me, 'cause 
                         it turns out Nicky was about to be 
                         sent to Vegas.

                                     JENNIFER
                         All right, we're clear.

                                     NICKY
                         There's more!

                                     JENNIFER
                         I think that's it.

                                     NICKY
                         There's more! There's a couple stuck 
                         in there. I know there's more.

                                     JENNIFER
                         God, I'm telling you, they're out!

                                     NICKY
                         Come on, damn it. Don't get so 
                         defensive. It could be stuck in your 
                         hair, you know.

               NICKY grasps JENNIFER's hair.

                                     JENNIFER
                         Look, there aren't...
                              (A diamond falls out 
                              of her beehive.)
                         There aren't but...

                                     NICKY
                         Oh, there aren't?
                              (Showing her the 
                              diamond.)
                         What's that?
                              (Slaps her.)
                         Huh? What's that.
                              (FRANK chuckles.)
                         There's no more. Thanks, hon.

               INT. BACK HOME AIRPORT/CUSTOMS - DAY

               ON NICKY.

                                     NICKY (V.O.)
                         I couldn't wait to get my hands on 
                         Vegas. But the bosses didn't send me 
                         out there to have a good time.

               INT. SAN MARINO ITALIAN GROCERY/BACK ROOM, KANSAS CITY - 
               NIGHT

               Mob bosses FORLANO, CAPELLI, GAGGI, BORELLI and PISCANO seated 
               around the back room table eating and talking as in the 
               opening vignette.

                                     NICKY (V.O.)
                         They sent me out there to make sure 
                         that nobody fucked with Ace and...

               INT. ACE'S TANGIERS PENTHOUSE, LAS VEGAS - DAY

               ACE opens the door to NICKY and JENNIFER.

                                     NICKY (V.O.)
                         ...nobody interfered with the fuckin' 
                         skim.

                                     ACE
                              (Opening door)
                         Hey.

                                     JENNIFER
                         Hey, how you doin'?
                              (Kisses ACE.)

                                     NICKY
                         Hey. Hey, Sammy, how are you?

               JENNIFER and NICKY take in ACE's spectacular Vegas-style 
               penthouse.

                                     JENNIFER
                              (Whispering)
                         Wow.

                                     NICKY
                         Boy, look at this place, huh?

                                     JENNIFER
                         Incredible.

                                     NICKY
                         All right.

                                     ACE
                         Welcome to Vegas.

               CAMERA TILTS UP TO REVEAL A SWEEPING VIEW OF THE LAS VEGAS 
               SKYLINE.

                                     NICKY
                         Okay, Sammy.

                                     ACE
                         Somethin', huh?

                                     NICKY
                         Yeah.

                                     ACE
                              (Calling her over)
                         Ginger.

               GINGER emerges from the bedroom. NICKY and JENNIFER are both 
               stunned by her beauty.

                                     NICKY
                              (To ACE)
                         Holy shit, what've you been doin' 
                         out here?

                                     ACE
                         Honey, come here.

               She walks to them

                                     ACE
                         This is Jennifer and Nick. They're 
                         dear friends of mine.

                                     JENNIFER
                              (Shaking hands)
                         Good to meet you.

                                     GINGER
                         Hi, Jennifer.

                                     NICKY
                         Pleasure.
                              (Grasping GINGER's 
                              hand and kissing it.)
                         Very nice to meet you.

                                     GINGER
                         Hi, how are you?

                                     NICKY
                         Okay, Sammy.

               INT. ACE'S CAR, LAS VEGAS STRIP - NIGHT

               ACE and NICKY are driving through town, the neon lights of 
               Vegas reflected in the windshield.

                                     ACE (V.O.)
                         After we ate, we left Jennifer and 
                         Ginger alone and we took a ride to 
                         talk. And then... he hit me with it.

                                     NICKY
                         What do you think about me movin' 
                         out here?
                              (ACE looks away.)
                         What's the matter? You got a problem 
                         with that?

                                     ACE
                         No, of course not.

                                     NICKY
                              (Playfully)
                         You mean, I have your permission?

                                     ACE
                         Sure, you have my permission. But I - 
                         I just gotta tell you it's no joke 
                         out here. It's no joke, you know?  
                         You gotta keep a low profile. It's 
                         not like back home. Right off the 
                         bat, they don't like guys like us. 
                         And this sheriff's a real cowboy. 
                         Even the coppers aren't afraid to 
                         bury people out in the desert here.

                                     NICKY
                         I don't care. I want to get away 
                         from back home for a while. I'm tired 
                         of that shit back there.
                              (Referring to the 
                              Vegas lights.)
                         Look at this place. It's made of 
                         money. You know what the best part 
                         is? Nobody's gonna know what we're 
                         doin'! There's nobody here to see 
                         us! Everybody's back home.

                                     ACE
                         Nick, I gotta tell you, I got pinched 
                         twice for no reason. You really gotta 
                         be careful. I'm running a licensed 
                         place. Everything's legit.

                                     NICKY
                         Don't worry about it. I'm not gonna 
                         do anything. What am I gonna do?  
                         I'm especially not gonna involve you 
                         in anything.

               ACE gives NICKY a look.

               EXT./INT. LAS VEGAS SPORTSBOOK - NIGHT

               NICKY and MARINO pull up in their car and get out.

                                     NICKY (V.O.)
                         Ace saw Vegas one way.

                                     NICKY
                         You call this guy and tell him I'm 
                         comin'?

                                     MARINO
                         Of course.

               They walk into the sportsbook, past numerous bar patrons and 
               gamblers to TONY, the bookie at a betting counter.

                                     NICKY (V.O.)
                         But I saw it another. I saw it as 
                         untouched. I mean, they had bookies, 
                         pimps and drug dealers I could shake 
                         down. Who the fuck were they gonna 
                         run to?  So, I started getting 
                         everybody in line. Best of all, for 
                         the first time in my life, I figured 
                         out a way not to lose.

                                     ACE (V.O.)
                         Yeah, he had a fool-proof scheme, 
                         all right. It wasn't very scientific 
                         but it worked. When he won, he 
                         collected. When he lost, he told the 
                         bookies to go fuck themselves. What 
                         were they gonna do? Muscle Nicky?
                              (Chuckles.)
                         Nicky was the muscle.

               NICKY grabs TONY by the back of his neck.

                                     NICKY
                         Tony.

                                     TONY
                         Hey.

                                     NICKY
                         How you doin'?

                                     TONY
                         How you doin'?

                                     NICKY
                         All right, yeah. You got that thing 
                         for me?

                                     TONY
                         What thing? Oh, Nicky... I thought 
                         you was layin'.

                                     NICKY
                         I was layin'? No, no, I'm taking it. 
                         I was takin' it.

                                     TONY
                         You sure?

                                     NICKY
                         I'm positive.

                                     TONY
                         Well, I'm a little confused here.

                                     NICKY
                         You're a little confused?

                                     TONY
                         Yeah.

                                     NICKY
                              (Pointing to a window, 
                              above a counter with 
                              a tiny opening to 
                              talk through)
                         Maybe if I stick your fuckin' face 
                         through this window over here like, 
                         you know, you'll - you'll get 
                         unconfused. Give me the fuckin' money!

               TONY takes some money out of his coat pocket.

                                     TONY
                              (Groaning)
                         I'm sorry, Nicky. I didn't mean 
                         anything by it.

                                     NICKY
                         Yeah, I know, that's why you had it 
                         ready. You thought I was fuckin' 
                         layin' it?!

               He smacks the bookie on the head with the wad of money.

                                     TONY
                              (Gasps)
                         My fuckin' head.

                                     NICKY
                         Your fuckin' head, huh? Don't fuck 
                         around, Tony.

                                     MARINO
                              (Pointing to TONY)
                         Smarten up.

                                     NICKY
                              (Walking out)
                         You jag-off.

                

                                     CLASSROOM NUN (O.S.)
                              (From following scene)
                         And now...

               INT. CATHOLIC SCHOOL CLASSROOM - DAY

               NICKY and JENNIFER stand in the background with other parents 
               listening to a NUN school teacher. LITTLE NICKY and other 
               youngsters are seated at small children's desks.

                                     CLASSROOM NUN
                         ...Nicholas Santoro will come up and 
                         tell us about our first president.

                                     LITTLE NICKY
                              (Stepping up in front 
                              of the class to begin 
                              a speech)
                         George Washington was born in a...

                                     ACE (V.O.)
                         But still, it was nice and quiet for 
                         a while. Ginger and I presented Nicky 
                         and Jennifer all over town, like 
                         regular Ozzie and Harriets.

                                     LITTLE NICKY
                         ...typical Virginia farmhouse.

               EXT. LITTLE LEAGUE FIELD - DAY

               NICKY and DETECTIVE BOB JOHNSON are coaching their sons. 
               JOHNSON pats LITTLE NICKY on the back and with encouraging 
               words sends him running on to the field.

                                     DETECTIVE JOHNSON
                              (To LITTLE NICKY)
                         Beautiful. You got a beautiful swing.

                                     NICKY (V.O.)
                         Ace got my son, little Nicky, involved 
                         with Little League, and it was great.

                                     DETECTIVE JOHNSON
                         Now, I want you to get out there and 
                         get me singles and doubles, okay?  
                         'Cause that's what's gonna win this 
                         game.

                                     NICKY (V.O.)
                         Turned out to be one of the other 
                         coaches was a fuckin'...  

                                     DETECTIVE JOHNSON
                         Now go out there and show your dad 
                         what you can do.

                                     NICKY (V.O.)
                         ...metro intelligence cop. But it 
                         didn't matter. I mean, it was all 
                         about the kids, you know.

                                     DETECTIVE JOHNSON
                         You know, he's gotta realize 
                         everything can't be a home run that 
                         he does.

                                     NICKY
                         Yeah, well, that's exactly what I 
                         keep tellin' him, but that's the 
                         kind of kid he is ever since he's 
                         born.

                                     DETECTIVE JOHNSON
                         It's instinctive, you know.

                                     NICKY
                         He tries to do everything...

               LITTLE NICKY hits the ball, NICKY and DETECTIVE JOHNSON 
               applaud.

                                     NICKY
                         Ohh!

                                     ACE (V.O.)
                         And, Nicky being Nicky, he made his 
                         presence known.

               INT. TANGIERS CASHIER'S CAGE CREDIT WINDOW - NIGHT

               NICKY saunters through the casino and up to EDDY and JERRY, 
               two well-dressed hoods who are signing papers at the cashier's 
               credit window near ACE and SHERBERT.

                                     ACE (V.O.)
                         Especially at the casino, where he 
                         definitely did not work, people got 
                         the message.

                                     NICKY (V.O.)
                         Me? That's why the bosses sent me 
                         out here. They wanted me to make 
                         sure none of the other crews robbed 
                         the joint. Like these two fuckin' 
                         balloon-heads over here [EDDY and 
                         JERRY]. They were gonna try and bang 
                         us out of two hundred fuckin' grand?
                              (Chuckling.)
                         Yeah, right, I'm sure.

                                     JERRY
                              (Shakes NICKY's hand)
                         Hey, Nicky. How are you?

                                     NICKY
                         Hey, Eddy.

                                     EDDY
                         Hey, Nicky, how are you? What are 
                         you doin' here?

                                     NICKY
                         I'm over here now.

                                     JERRY/EDDY
                              (In unison)
                         You're over here?

                                     JERRY
                         You're over here?

                                     NICKY
                         Yeah, I'm over here with him.

               SWISH PAN TO ACE WITH SHERBERT OFF TO THE SIDE.

                                     EDDY
                         Oh.

                                     JERRY
                         Oh.

                                     EDDY
                         We're waiting on Carmine.

                                     JERRY
                         Yeah, we're lookin' for Carmine.

                                     NICKY
                         Carmine? He was here before. I saw 
                         him. He had a suitcase and everything, 
                         and then he left.

                                     EDDY
                         Carmine left?

                                     NICKY
                         Uh-huh.

                                     JERRY
                         Carmine left?

                                     EDDY
                         He's gone?

                                     JERRY
                         He's not here?

                                     EDDY
                         Carmine's gone.

                                     NICKY
                         I think, you know, maybe he went 
                         across the street or somewhere else 
                         or somethin'. I don't know.

                                     EDDY
                         Well, listen, uh... Good luck with 
                         the joint, huh?
                              (Shakes hands with 
                              NICKY.)

                                     NICKY
                         Oh, thanks, Eddy.

                                     JERRY
                              (Shakes NICKY's hand)
                         Yeah, lots of luck. Lots of luck.

                                     NICKY
                         Hey, great, Jerry.

               They walk away.

                                     NICKY
                         Good luck to you too.

                                     CREDIT CLERK
                              (To NICKY from behind 
                              the cage)
                         Hey, they forgot to sign their papers.

                                     NICKY
                         What?

                                     CREDIT CLERK
                         They forgot to sign their papers.

                                     NICKY
                         Yeah, they don't need those anymore.

               He looks over to ACE and SHERBERT. NICKY smiles.

                                     ACE (V.O.)
                         Out of respect, guys from other crews 
                         got away with a warning.

               ACE taking a drag off his cigarette, nods an 'okay'.

                                     ACE (V.O.)
                         Everybody else: watch out.

               INT. TANGIERS CASINO/BLACKJACK TABLES - DAY

               A blackjack WINNER, who looks like a school teacher, with 
               over $100,000 in chips before him has gathered a crowd.

                                     ACE (V.O.)
                         Like these yokels here who never 
                         heard of Nicky or the bosses back 
                         home, 'cause they're the morons who 
                         give you the most trouble. Even after 
                         we'd catch 'em, they'd try sneakin' 
                         back with beards and wigs and fake 
                         noses.

               ACE and SHERBERT walk up to watch the WINNER who is playing 
               all six hands at the blackjack table.

                                     ACE (V.O.)
                         You can spot these assholes by 
                         watching the way they bet. Like this 
                         guy. He's bettin' lavender chips at 
                         five hundred each with only one little 
                         problem. He's always guessed right.  
                         If he wasn't so fuckin' greedy, he'd 
                         have been tougher to spot. But in 
                         the end, they're all greedy.

               ACE walks around the WINNER's table, past the crowd, to the 
               pit. Behind him are more blackjack tables, dealers and 
               players. ACE bends down and ties his shoelace.

                                     ACE (V.O.)
                         I saw that the dealer was weak, but 
                         he wasn't in on it.

               The DEALER's hands lift the corner of his hole card a half 
               an inch to determine the casino's hand against the WINNER. 
               The slightly exposed hole card is a six of clubs.

                                     ACE (V.O.)
                         He just wasn't protecting his hand. 
                         He was lifting his hole card way to 
                         high.

               ON ACE'S FACE THEN TO HIS POV OF THE CARD, PAST A PIT BOSS, 
               PANNING TO THE SIGNALER AT THE BLACKJACK TABLE TO THE RIGHT. 
               THE SIGNALER IS SLUMPED DOWN IN HIS SEAT, TOSSING DOWN SOME 
               CARDS AND SNEAKING LOOKS AT THE DEALER'S HAND AT THE WINNER'S 
               TABLE.

                                     ACE (V.O.)
                         Now, here's this guy...

               OVERHEAD PAN FROM THE SIGNALER SLUMPED IN HIS SEAT.

                                     ACE (V.O.)
                         ...reading the dealer's hole card...

               PAN CONTINUES PAST ACE TO REVEAL THE WINNER'S TABLE.

                                     ACE (V.O.)
                         ...and signaling his buddy [the 
                         WINNER] at this table.

               OVERHEAD DOLLY IN ON SIGNALER WHO APPEARS TO BE NERVOUSLY 
               TAPPING HIS THIGH.

               We see through his trousers, that he is tapping a copper 
               transmitter with a battery pack attached.

               Back at the WINNER's table we see inside his pant leg where 
               a device strapped to his leg is receiving the impulse signal - 
               buzz - buzz - buzz - from the SIGNALER.

                                     ACE (V.O.)
                         And that's just what these hustlers 
                         look for. They cruise from casino to 
                         casino, lookin' for weak dealers the 
                         way lions look for weak antelope.

               ACE starts to get up.

                                     ACE (O.S.)
                              (From following scene)
                         Operator?

               INT. TANGIERS BLACKJACK TABLES/TELEPHONE - DAY

               ACE is on the house phone right near the SIGNALER's table.

                                     ACE
                         This is Mr R. Get me Armstrong and 
                         Friday over at pit two right away.

               He hangs up, and fixes his tie in the mirrored panel above 
               the phone.

               OVERHEAD VIEW OF THE SIGNALER'S TABLE. VARIOUS SECURITY GUARDS 
               SLOWLY BEGIN TO GATHER AROUND IT.

               ACE, waiting, lights a cigarette. ARMSTRONG joins ACE. They 
               look towards the SIGNALER's table.

                                     ACE
                              (To ARMSTRONG)
                         BJ nineteen, second base, the beard 
                         [Blackjack table number 19, second 
                         position, man with the beard]

                                     ACE
                              (Picks up the phone 
                              again.)
                         Operator... I need Mr Happy, loud.

               On ACE's signal, WAITRESSES, one carrying a cake with a 
               sparkling candle, start singing 'Happy Birthday', attracting 
               the crowd's attention.

                                     WAITRESSES
                              (In unison)
                         Happy Birthday to you. Happy Birthday 
                         to you. Happy Birthday, dear Jeff. 
                         Happy Birthday to you.

               Gamblers cheer and applaud.

               ACE nods and ARMSTRONG lets a long metal object drop out 
               from under his jacket sleeve and moves in close behind the 
               SIGNALER, as though looking at the game.

               He presses the object - a cattle prod - under the SIGNALER's 
               arm near his heart. The SIGNALER instantly goes into 
               convulsions, falling to the floor gasping and groaning. 
               Several SECURITY GUARDS grab the SIGNALER as he falls.  
               ARMSTRONG walks away.

                                     SECURITY GUARD #1
                         Man down!

               The WINNER sees what happened to his partner.

                                     SECURITY GUARD #1
                         Notify medical! We got a cardiac 
                         arrest here!

                                     SECURITY GUARD #2
                         He's fine, folks. Just give us some 
                         room, please!

               ACE watches the scene. The guards lift the stunned SIGNALER 
               to his feet and help him away from the table. Play is 
               immediately resumed.

                                     ACE (V.O.)
                         Watch it now.

               The WINNER hurriedly places his chips into racks.

                                     SECURITY GUARD #1 (O.S.)
                         Stand back!

                                     ACE (V.O.)
                         They never know what hit them. And 
                         if and when...

               SECURITY GUARDS drag the SIGNALER out.

                                     ACE (V.O.)
                         ...they do find out they just got 
                         zapped by a cattle prod...

               SHERBERT follows the WINNER as he rushes away.

                                     ACE (V.O.)
                         ...they wish they really did have a 
                         heart attack.

               ACE exits behind the GUARDS and the SIGNALER.

               INT. BASEMENT MAINTENANCE ROOM - NIGHT

               A grim, windowless utility room with tools on racks along 
               the walls, some plain wooden chairs, and a workbench table.

                                     ACE (V.O.)
                         Turns out this guy and his fuckin' 
                         pals, they were knockin' this place 
                         dead for years.

                                     SECURITY GUARD #1
                         He's got a wire on him.

               The SIGNALER is roughly shoved into the room. A SECURITY 
               GUARD tears his trousers down revealing the signaling device 
               strapped to his leg.

                                     SIGNALER
                         Hey, hey, what are you doin', man?

                                     SECURITY GUARD #2
                              (Exposing the device)
                         There it is! On the table!

                                     SECURITY GUARD #1
                         Cheater's justice!

               The SIGNALER is slammed down face first on the bench and the 
               two GUARDS spread his arms out on the table.

                                     SIGNALER
                              (In pain)
                         Oh, God! Oh!

               Another GUARD starts up a power saw and approaches the 
               SIGNALER who is now pinned to the table. He starts to scream.

                                     SIGNALER
                         Hey, no! No! No!

               ACE walks toward the table, gesturing for the GUARD to turn 
               off the saw.

                                     ACE (V.O.)
                         We had to make an example of these 
                         pricks that the party was over.

                                     ACE
                              (To relieved SIGNALER)
                         I'm just curious. I saw you shuffling 
                         your checks with your right hand. 
                         Can you do that with both hands?

                                     SIGNALER
                         No.

                                     ACE
                         Can't do it with both hands?

                                     SIGNALER
                         No, Sir.

                                     ACE
                         Can you do it with your left hand?

                                     SIGNALER
                         Well, I... I never tried.

                                     ACE
                         So, you're a righty?

                                     SIGNALER
                         Ye-yeah.

               ACE nods to one of the GUARDS. Instantly a large rubber mallet 
               smashes onto the man's right hand four times to the sound of 
               screams. ACE watches.

                                     ACE
                         Now, you're gonna have to learn with 
                         your left hand.

                                     SIGNALER
                         God!
                              (He moans and sits 
                              back.)

                                     WINNER (O.S.)
                              (From following scene)
                         It's a hundred...

               INT. CASINO CASHIER'S CAGE AREA - NIGHT

               The WINNER has been standing outside the cashier's cage 
               waiting for his $110,000 in chips to be cashed. SHERBERT 
               walks up behind him.

                                     WINNER
                         ...a hundred ten.

                                     CASHIER
                         Yes, it is.

                                     WINNER
                         I think.

                                     CASHIER
                         Yes.

                                     WINNER
                         Okay.

                                     SHERBERT
                         Hiya. That's a lot of money to be 
                         counting out in public.

                                     WINNER
                         Yeah.

                                     SHERBERT
                              (To CASHIER)
                         Why don't I take him over to the 
                         office and verify it, huh?

                                     CASHIER
                         Yes.

                                     SHERBERT
                         A little privacy. And, by the way, 
                         send over a... nice bottle of 
                         champagne on ice, huh?

                                     CASHIER
                         Sure will.

                                     SHERBERT
                         Real special.  Somethin'...
                              (To WINNER.)
                         By the way...  I'm Billy Sherbert, 
                         your casino manager.

               He shakes hands with the WINNER.

                                     WINNER
                         Hi.

                                     SHERBERT
                         Having a good time?

               SHERBERT leads him away from the cage.

                                     WINNER
                         Yes, uh...

                                     SHERBERT
                         You'll want to count the money in 
                         privacy. You know, you don't need...

                                     WINNER
                         Uh, I have a plane to catch to 
                         Cleveland...  Can I get my winnings?

               INT. BASEMENT MAINTENANCE ROOM - NIGHT

               The WINNER is pushed through the door by two GUARDS followed 
               by SHERBERT and sees his pal moaning in pain and holding his 
               broken hand.

                                     SIGNALER
                         Look what they did to my hand, man!

                                     ACE
                              (Walks over to the 
                              WINNER)
                         All right, I'm gonna give you a 
                         choice. You can either have the money 
                         and the hammer or you can walk out 
                         of here. You can't have both. What 
                         do you want?

               SHERBERT stands next to the WINNER

                                     WINNER
                         I just wanna get out of here.

                                     ACE
                         And don't forget to tell your friends 
                         what happens if they fuck around in 
                         here. You understand?

                                     WINNER
                         I'm sorry. I made a bad mistake.

                                     ACE
                         You're fuckin' right, you made a bad 
                         mistake. 'Cause if you come back 
                         here - we catch either one of you - 
                         we're gonna break your fuckin' heads 
                         and you won't walk out of here. You 
                         see that fuckin' saw?  We're gonna 
                         use it. You don't fuck around in 
                         this place. You got it?

                                     WINNER
                         Yeah.

                                     ACE
                         Get out of here.

                                     WINNER
                         Thank you.

               The GUARDS usher the WINNER out of the room.

                                     ACE
                              (To the GUARDS, 
                              referring to the 
                              SIGNALER)
                         Throw him out in the alley.  And 
                         just tell the cops he got hit by a 
                         car.

               INT. ACE'S TANGIERS PENTHOUSE

               ACE and GINGER are alone in the living room. The apartment 
               looks out on the glittering neon signs of the Strip.

                                     ACE (V.O.)
                         Within no time, everything was set 
                         in place. We got rid of the freelance 
                         scamsters. The per was way up.  The 
                         gods were happy, or as happy as the 
                         gods can ever be.  And I, I decided 
                         to complicate my life. For a guy who 
                         likes sure things, I was about to 
                         bet the rest of my life on a real 
                         longshot.

                                     ACE
                         We're not getting any younger. Don't 
                         you think it's time? Aren't you 
                         gettin' tired of all this shit? 
                         Bangin' around, hustlin' around?

                                     GINGER
                         What, are you trying to handicap me?

                                     ACE
                         I'm gonna do you one better. I'm 
                         trying to marry you. You want to 
                         marry me?
                              (GINGER looks doubtful.)
                         I'm serious. I mean, I - I want to 
                         settle down. I want a family.

                                     GINGER
                              (Sighs, laughing)
                         You got the wrong girl, Sam.

                                     ACE
                         I know I'd be a good father. I know 
                         you'd be a good mother.

                                     GINGER
                         You don't know me. What, you've known 
                         me, two, three months. What do you 
                         know?

                                     ACE
                         I'm forty-three years old. I don't 
                         want to wait. I know you well enough 
                         to know that I really love you very 
                         much.  And I can't think of anybody 
                         better to be with. And I don't feel 
                         like waiting anymore.

                                     GINGER
                         You know a lot of happily married 
                         people, Sam? 'Cause I don't.

                                     ACE
                         Yeah, I know all that.

                                     GINGER
                         I care about you, a - But I just 
                         don't have those kind of feelings 
                         for you. I'm sorry. I'm not in love 
                         with you.

                                     ACE
                              (Brushing cigarette 
                              ash off his dressing