Beauty and the Beast
                              "The Prodigal"

                        Written by David Peckinpah

First House Draft 
August 25, 1988 

                                  ACT ONE

FADE IN:

EXT. LONELY BACK ALLEY - NIGHT

A solitary, shrouded figure moves like an apparition through the
mist toward CAMERA, footfalls echoing in the silence.  A prowling
tomcat YOWLS at the figure's intrusion, dives from a trashcan,
the lid clattering behind it.  The figure reaches a WINO sleeping
near a dumpster and hesitates, staring down at the helpless man,
then leans to draw the wino's thin blanket tighter around him,
shielding the sleeper from the chill of the night wind.

CLOSER - VINCENT

studies the sleeping wino, eyes sad and compassionate, then
rises, drawing his cloak about him as he turns his back to the
wind and moves away, CAMERA PANNING WITH him as he disappears
into the night.  HOLD a long beat, then

                                                                  
 CUT TO:

INT. SAM DENTON'S APARTMENT - NIGHT

Vincent, at Sam Denton's bedside, carefully pours medicine into a
spoon while Sam looks on resignedly.  The old man's in bad shape;
he holds a wadded handkerchief to his lips and coughs raggedly,
painfully...  The lonely neon flashing through the window lends a
further note of melancholy to the scene.

                                    SAM
     You shouldn't waste it on me, Vincent.  Medicine's hard
     to come by down there.

Vincent puts the bottle on the night table, then reaches with his
free hand to support Sam, lifting him gently to take his
medicine.

                                  VINCENT
                           (offering the spoon)
     That's no way to talk...  That's it...
                          (Sam swallows; Vincent 
                           eases him back onto 
                                the pillow)
     You seem stronger since last night.

                                    SAM
     We've been friends too long to 
     start lying to each other now.  The Reaper's so close I
     can feel his breath on me.

                                  VINCENT
     Sam, let us get you to the hospital.  Father thinks you
     have a chance, but he can do no more for you.  You'll be
     more comfortable...

                                    SAM
     In some charity ward?  Never needed their handouts to
     live, and I sure as hell don't need 'em to die.

He coughs spasmodically, sees the sadness in Vincent's eyes.  He
squeezes Vincent's hand reassuringly.

                                    SAM
     I ain't afraid of it, Vincent.  I've had a good run, damn
     few regrets.
                         (a long beat; pain shows
                               in his eyes)
     Except for Mitch.  God, how I failed that boy...  What he
     turned into...  no better than an animal...

                                  VINCENT
     You did everything you could for him.  You can't blame
     yourself...

                                    SAM
     Born bad, that's what I've told myself...  believing that
     made it easier...  made me feel better about abandoning
     him like I did.

                                  VINCENT
     Sam, you didn't abandon him, you entrusted him to our
     care.  He had a safe place, a warm bed, and love...

                                    SAM
                                (bitterly)
     That didn't stop him from hating me with every breath he
     drew.  Such a waste...
                                 (a beat)
     If I could just see him once more, try to make peace... 
     it'd make dying easier.  Too late for 
     that now, him in prison and my time running out...

Vincent feels the old man's pain, and is deeply moved by it.  He
rises, and goes to the window to peer through the blinds at the
mean streets below for a moment.

                                  VINCENT
     There might be a way...
                          (turns back to the bed)
     But you'll have to go to the hospital, Sam.  I have a
     friend that might be able to get Mitch released to pay
     you a visit.

                                    SAM
                              (hope flickers)
     A few minutes, that's all I'd need.  Just to tell him
     I'm...  sorry for the way things turned out...  that I... 
     Could you fix it?

                                  VINCENT
                                 (gently)
     I'll try.  That's all I can promise.  But you've got to
     try to get better, Sam -- and that means the hospital.

                                    SAM
     Whatever it takes...

OFF their shared look,

                                                                  
 CUT TO:

EXT. CATHY'S TERRACE - NIGHT

Cathy stands at the terrace railing, staring out at the city
lights, her emotions in turmoil.  She shivers with an inner
chill, draws her robe tightly about her.  After a beat:

                                   CATHY
     I can't...  not after what he's done.  He's a killer, a
     dangerous psychopath.  I can't ask that he be released...

ANGLE ADJUSTS as VINCENT comes from the shadows to stand behind
her.

                                  VINCENT
     I ask this for his father, Catherine, not for Mitch.  I
     know the scars he left on you, the wounds that will never
     heal.  Mitch deserves no forgiveness for his savagery,
     but his father is worthy of our compassion.
                                  (beat)
     Sam has been a trusted helper since our world began.  We
     can never repay his kindness.  But I know what it would
     mean to him if he could see Mitch before he dies.

Cathy looks at him a long beat, his soft words stilling the
brutal
memories of Mitch Denton for a moment.



                                   CATHY
     You can't hate him, can you?  Even after what he's
     done...  You're incapable of hatred.

                                  VINCENT
     I can't forgive him.  Isn't it the same?  I'm haunted by
     the memory of you lying there, dying at his hand...  and
     the rage returns.  I wanted nothing more than to kill
     him...  to make him suffer.  Those feelings terrified me.

                                   CATHY
                              (after a beat)
     I'm frightened, Vincent.  Even if I could arrange it, if
     something went wrong, if he escaped and came after me...

Vincent gathers her to his chest, soothes her.

                                  VINCENT
     I looked into his eyes that night and saw only fear. 
     He's a broken man, Catherine.

She holds him for a long beat, trying to believe him...

                                                                  
 CUT TO:

INT. MOUSE'S CHAMBER - NIGHT

Mouse is at his work bench, his face a study in concentration as
he labors over his latest project:  repairing Vincent's toy
carousel (the same one we saw in "Promises of Someday").  Arthur,
Mouse's raccoon, does his best to distract him by picking up
tools, etc.  Scratchy dixieland JAZZ plays on an old wind-up
Victrola.  Mouse makes a couple of final adjustments, then winds
the carousel up and rights it.  Tinny music plays; the tiny
painted ponies begin moving.  A smile lights Mouse's face as he
watches with delight.

                                   MOUSE
     Okay good, okay fine!  Fixed it, now all that's left is
     paint, some graphite...  Put that down, Arthur!

Mouse wrests an old pocket watch away from the coon, who hisses
his
disapproval.

                                   MOUSE
     Pascal would make a hat out of you if you broke his
     watch.  Have to watch you every --

A message on the PIPES cuts him short.  Mouse rises to send an
answering message, then gives Arthur a warning look.

                                   MOUSE
     Got to go.  Keep your hands to yourself.

Mouse scurried OUT to heed his summons to Father's chamber.

                                                                  
 CUT TO:

INT. TUNNEL NEAR FATHER'S CHAMBER -- WITH MOUSE

as he hurries along his way.  LOUD VOICES -- Father and Vincent's
-- begin FILTERING as he nears the chamber.

                                   MOUSE
     Uh-oh... somebody's mad...  hope not at Mouse...

  I can't...  not after what he's

                                                                  
 CUT TO:

INT. FATHER'S CHAMBER - NIGHT

Father is at his desk, scribbling instructions furiously while
Vincent paces.  The air is thick with tension.

                                  FATHER
     It's lunacy, sheer lunacy!  The man is dangerous!  Not
     only to those above, but to us as well!  For you to
     engineer his release is incomprehensible!

                                  VINCENT
     There was no other way to get Sam to agree to go into the
     hospital.  Doesn't he deserve the chance to see his only
     child one last time?

                                  FATHER
     The potential cost is too great, and I think you know
     that!

                                  VINCENT
     The chance for a father to make amends with his son, to
     find absolution, outweighs the risk involved!

ANGLE ADJUSTS to REVEAL MOUSE standing just inside the chamber
entry.

                                   MOUSE
     Fighting?  Come back later...

Mouse's appearance arrests their argument.

                                  FATHER
     Ah, Mouse...  come in.
                            (resumes writing as
                             Mouse comes to the
                                   desk)
     You must get this message to our helpers at St. Vincent's
     hospital at once.  Tell Pascal to get word out on the
     pipes that we need volunteers to help move Sam Denton at
     first day light.
                         (hands Mouse the letter)
     And Mouse, please.  No side trips or diversions.

                                   MOUSE
     Like the wind I'll go
                           (He starts out, then
                             turns and stage-
                           whispers to Vincent)
     Fixed your carousel!  Good as new, maybe better!

                                  VINCENT
                          (squeezes his shoulder
                                gratefully)
     Thank you, Mouse.  Hurry now...

Mouse grins and hurries OUT.

Father takes off his glasses, sags back in his chair and rubs his
eyes, anger slipping away.

                                  FATHER
     I can't fault your intentions, Vincent.  Hardened hearts
     between a father and son are tragic.  I only pray God
     that my fears are groundless.

VINCENT

mulls over Father's words, clearly in conflict himself over the
course he's chosen...

                                                              
DISSOLVE TO:

EXT. D.A.'S OFFICE - ESTABLISHING (STOCK) - MORNING

                                                                  
 CUT TO:

INT. COFFEE ROOM - MORNING

Rita Escobar, one of the D.A.'s rookie investigators, is huddled
over a sheaf of files at one of the tables, her attitude all too-
much-work-and-no-time.  Cathy enters, goes to the coffee machine. 
She studies it suspiciously a long beat; Rita smiles.

                                   RITA
     It's fixed.  Service guy just left.

                                   CATHY
                            (dropping coins in
                                 the slot)
     I know you and Andrews locked horns over the Riverton
     case last week, but does that give him the right to take
     away your desk?

                                   RITA
     I've still got it.  For how long is anybody's guess.  I'm
     hiding out in here so he won't know how far behind I am. 
     Was it this tough for you your first year?

                                   CATHY
                           (the machine gurgles,
                            fills a paper cup)
     What makes you think it's any different now?

She takes her cup from the sliding panel, takes it to the counter
and adds creamer and sugar, then takes a seat across from Rita. 
She takes a big sip...  and nearly gags.

                                   CATHY
                                (strangled)
     What is that?

                                   RITA
     Oh yeah, I forgot.  The guy crossed the wires or
     something.  If you want coffee, you gotta 
     press soup -- beef.  Press chicken soup and you get tea.

                                   CATHY
                               (exasperated)
                          Is he going to fix it?

                                   RITA
     Ma¤ana...

ANOTHER ANGLE

Cathy rises and starts out as BROOKS ANDREWS, an overbearing,
self-
impressed assistant D.A., 
comes in, digging in his pocket for change.  He gives Rita a
poisonous smile.

                                  ANDREWS
     Ms. Escobar, if it wouldn't be too much trouble, I'd
     really appreciate having those depositions I needed this
     morning sometime this afternoon, if it wouldn't be too
     much of a strain.

                                   RITA
     Yes sir, Mr. Andrews, right away sir.

Cathy gives her a sympathetic look, starts out with her "coffee". 
She hands it to Andrews as she goes.

                                   CATHY
     Have a cup on me.  It's still hot.

The two women trade quick grins as Cathy goes OUT...

INT. JOE MAXWELL'S OFFICE - MORNING

Joe's tipped back in his chair, phone cradled against his
shoulder. 
Cathy sticks her head in; he waives her inside.

                                    JOE
                                (on phone)
     Sid, are those violins I hear in the background?  The
     guy's dirtier than last week's wash and we both know it. 
     He pleads now, today, or I take his act to court on first
     degree assault, you hear what I'm saying?  Great...  love
     to your wife.
                                (hangs up)
     Pull up a chair, Radcliffe.  I've been on the horn to
     Riker's, and they tell me your boy Denton's a model
     prisoner walking the straight and narrow, and maybe a
     visitation furlough's not out of the question.  But I
     gotta see to believe.  So we're going out there.

Cathy manages a slight smile, but a big part of her was hoping
the
coin would have dropped on the other side.

                                   CATHY
     He'll be under heavy security?

                                    JOE
     Absolutely.  You're scared stiff, aren't you?  So why? 
     Why are you going to bat for the creep that tried to
     waste you?

                                   CATHY
     Like I told you, Joe.  I'm a friend of his father's. 
     It's important to his...  family.

                                    JOE
     Family?  I'd have bet he crawled out from under a sewer
     grate.  But hey, it's your life.
                         (leans over some papers)
     We leave at two o'clock.  And don't wear too much
     cologne.  A riot out there I don't need.

Cathy smiles wanly, rises, and goes OUT.  Joe glances up after
her,
clearly puzzled...

                                                                  
 CUT TO:

EXT. RIKER'S ISLAND - ESTABLISHING (STOCK) - DAY

The grimmer the better.  If stock of Riker's isn't available,
Attica will do.

                                                                  
 CUT TO:

INT. A PRISON REC HALL - DAY

Class is in session.  The students:  juvenile offenders.  The
faculty:  hardened cons in one of the toughest penal institutions
in the country.  The youthful offenders are bunched in folding
chairs before the panel of cons, listening with wide eyes to
MITCH DENTON give them chapter and verse on life behind bars. 
The
mood is one of confrontational theatre; Mitch is playing his part
to the hilt.  He looks lean and mean in his prison dungarees, and
paces like a caged cat, jabbing the air violently, getting right
in
the kid's faces as he tells them how it is.

                                   MITCH
     Got it locked, don't you?  Tough guys playing the angles,
     looking for the easy score, the fast hustle.  Half of you
     don't shave yet and you're doing time.  Soft time,
     clowns!  What we got in here is hard time!
                           (leaning nose to nose
                             with a tough kid)
     You listening to me, punk?  Or maybe you know it all,
     huh?  Land your sorry, girl-lookin' self in here and
     you'll find out nightmares come true!

                                 TOUGH KID
     I can handle myself...
                                                                  
        
                                   MITCH
     Yeah, I'll bet you can.  And all the rest of us are gonna
     handle you, too.
                            (strokes the kid's
                                  cheek)
     Got nice skin, soft, like a woman's.  You won't be inside
     ten minutes before some con's gonna make you his woman. 
     Maybe he'll share a good thing, pass you around 'til you
     got blood runnin' down your thighs!  But maybe you'll get
     lucky...  somebody'll stick a shiv in you, or cave your
     head in with a pipe.  Because death's an easy out
     compared to this living hell, you hearin' me, punk?

The bravado's gone out of the kid; he nods, eyes wide and
terrified.  Mitch smiles meanly, then moves down the line as
another CON gets up and starts his "pitch".

                                    CON
     I was eighteen when I came in, and I'm lookin' at life! 
     I won't breathe free air for at least seven years...

ANGLE - CATHY, JOE AND AN ASSISTANT WARDEN

sit together at the back of the room.  Cathy looks directly into
the eyes of the man that shot her, stricken by an icy finger of
fear down her spine.  She averts her eyes.  The Assistant Warden
is
talking quietly to Joe.

                               ASST. WARDEN
     Denton's played a very important role in this program for
     youthful offenders.  In addition, he's been a stabilizing
     influence with the warring factions of the population,
     keeping the lid on some explosive racial situations...

Cathy's looking down at her lap, badly unnerved by seeing Mitch. 
Now she glances at Joe, then seems drawn against her will to look
back into the eyes of

MITCH DENTON

He's still watching her, his look neutral.  Now he smiles
slightly,
turns back to the kids before him.

                                   MITCH
     Listen to the man, dink!  He's talkin' to you!

CATHY

jumps when Joe touches her arm, then covers the reaction with a
shaky smile.

                                    JOE
     You okay?

                                   CATHY
     This is pretty scary stuff.

                                                              
DISSOLVE TO:

INT. HALLWAY OUTSIDE ASST. WARDEN'S OFFICE - TRACKING WITH JOE
AND CATHY -DAY

as they move down the hall.

                                    JOE
     Maybe these guys are ready to 

     give Denton the good citizenship medal, but I've got my
     doubts.  Say the word and we'll can the whole deal...

                                   CATHY
                             (she'd like to, 
                                but can't)
     It's important to his father...

                                    JOE
     It's your call.  We'll get the wheels in motion.  Maybe
     someday you'll tell me what this is about.

She gives him a cryptic smile as they move on OUT of SHOT...

                                                              
DISSOLVE TO:

INT. MITCH DENTON'S CELL - SOME DAYS LATER - DAY

Mitch Denton's alone in the cell, dressing for his visitation
furlough -- a suit and tie.  He knots the tie, then preens in the
mirror for a beat before ROGER, his cellmate, comes INTO the
cell, flops on his bunk.

                                   ROGER
     Send me a postcard, huh?  You're gonna be out a whole
     three hours.

MITCH smooths his hair as he studies his reflection, his eyes
bright and dangerous.  He flashes himself a tight, killer smile.

                                   MITCH
     That's long enough.

                                                                  
 CUT TO:

EXT. ST. VINCENT'S HOSPITAL - ESTABLISHING (STOCK) - DAY

INT. SAM DENTON'S ROOM - DAY

We're in TIGHT on SAM'S HAND against the sheet...  the pale,
wrinkled hand of a dying old man.

                                SAM (V.O.)
                             (weak and raspy)
     I'm sorry, son...  for the way things turned out.  If I
     could turn back the clock...

Now MITCH'S HANDS come INTO FRAME to clasp Sam's.  Chrome
handcuffs
glitter on his wrists.

ANGLE ADJUSTS to REVEAL MITCH sitting beside the bed, comforting
his father.  The other bed is empty.  A PLAINCLOTHES GUARD is
stationed at the door, watching Mitch closely.

                                   MITCH
     You rest now, Pop.  We're together now, that's all that
     counts.

                                    SAM
     I didn't want to give you up...  It hurt so bad...  but
     it was the only chance you had.  I couldn't  put you in
                                                  some foster
home.  I     thought you'd like being with Vincent...

                                   MITCH
                          (his jaw tightens; an 
                         edge comes to his voice)
     Yeah, well it didn't work out.  But that's all in the
     past.  We've both made mistakes...

                                    SAM
     You've still got time, Mitch...  you can change.  Don't
     spend your life in a cage...

Sam begins coughing raggedly...  the attack is swift and painful
as
he begins gasping for air, clutching his son's hand.  Mitch
panics,
yells for the nurse.

                                   MITCH
     Nurse!  Somebody help him!  Hang on, Pop...  hang on...

                                    SAM
     (fading)  I loved you...  I always loved you...

The light leaves Sam's eyes as Mitch falls across his chest,
sobbing, holding him.  A Nurse hurries in, tries to move Mitch
away
so she can tend to Sam...

                                   MITCH
     Please, Pop...  please...

ANOTHER ANGLE

The Plainclothes Guard is moving to help the nurse with Mitch
when
he suddenly rears up and drops his manacled hands over her head,
using the handcuff chain like a garrotte.  Her eyes bulge; the
Guard freezes...

                                   MITCH
     Open your mouth and I break her neck.  Throw your piece
     on the bed.  Do it!  
                       (the Guard does as he's told)
     Now get the keys out, nice and slow...  that's right... 
     Take these bracelets off...

The Guard hesitates, eyes him warily; Mitch pulls the Nurse's
head
back roughly.  The Guard has no choice.  He unlocks the
handcuffs...  and Mitch clubs him to the floor, reaches to grab
the
gun.  He shoves it in the nurse's back, his free arm around her
throat.

                                   NURSE
     Oh God...  don't hurt me...

                                   MITCH
     Don't make me.

                                                                  
 CUT TO:

EXT. HALL OUTSIDE SAM'S ROOM - DAY

A second plainclothes Guard sits outside the door, reading a
paper.  He looks up as the door opens; Mitch steps out, still
holding the nurse.

                                   MITCH
     You want her dead?  Give me your piece.

The Guard moves to comply when the 1st Guard half falls out of
the
door behind Mitch, blood bright on his face, makes a grab for
him...  The Nurse wrests herself free, falls to the floor.  Mitch
shoves the 1st Guard, makes a break for it down the hall...

WITH MITCH

as he runs down the hall, shoving patients out of the way, trips
over a wheel chair and falls, comes up running...

The 2nd Guard is after him, trying for a clear shot...  FIRES

REVERSE ANGLE - PAST 2ND GUARD

Mitch is hit, still running...  he shoves a couple of panicked
people aside, disappears down a stairwell...

                                                                  
 CUT TO:

EXT. HOSPITAL EMERGENCY ROOM - DAY

An ambulance is backed up to the receiving dock; Attendants are
just wheeling a patient out on a gurney.  Mitch bursts from the
emergency room doors, wild and crazed, his shoulder shiny with
blood.

                                   MITCH
                            (pointing the gun)
     Get outta there!

The Attendants wheel the gurney to safety as Mitch bolts for the
ambulance, climbs in, and fires the engine.  The ambulance
squeals
away, tires SHRIEKING  and smoking.  The 1st Guard charges OUT,
FIRES...  AGAIN...  AGAIN...  the ambulance fishtails OUT of
SHOT...

...  And Mitch Denton's on the loose...  armed and dangerous...

                                                                  
FADE OUT

                              END OF ACT ONE


                                                                  
        
                                  ACT TWO

FADE IN:

EXT. A RUNDOWN NEIGHBORHOOD - WITH THE AMBULANCE - DAY

as it careens down the street... swerves wildly to avoid a
truck... now makes a hard, tire-bawling turn into

AN ALLEY

The ambulance powers down the alley, crashing into trashcans,
sends a couple of bums scrambling for cover.  The ambulance skids
to a halt.  CAMERA IN as the driver's door opens, and Mitch
Denton
drags himself from behind the wheel, gun in hand.  He sags
against
the vehicle, eyes sweeping the alley furtively, clutching his
wounded shoulder.  He sucks in a deep breath to fight the pain,
then lopes down the alley, disappearing around the corner.

                                                                  
 CUT TO:

EXT. AN ABANDONED WAREHOUSE - DAY

A large, tin-sided building, abandoned long ago.  Graffiti
covered, windows broken out, junked car bodies rotting in the
sun.  Mitch comes INTO SHOT, moving erratically in a tortured
trot.  He goes to the doors, tries them... locked.  He uses the
gun barrel to smash the jagged remains of glass from a window,
then pulls himself up and through the opening...

INT. THE WAREHOUSE - BASEMENT - DAY

Mitch comes down the rickety stairs into the darkened, rat-
infested basement.  He finds an old newspaper, fashions it into a
torch and sets it afire.  He holds the torch aloft, the flames
lighting the darkness as he searches for an entry point to the
tunnel world he dimly remembers.  He crosses to the far wall,
feels along the ancient bricks... runs into a stack of wooden
pallets.  He shoves them roughly aside, panic overriding his
pain.  At last he finds what he's searching for:  a rusted metal
plate that looks to be bolted into the bricks.  His fingers claw
desperately at its edges, find purchase... He pulls with all his
waning strength... and the plate creaks loose, swings out on its
hinges.  He casts the burning newspaper aside, forces himself
painfully through the small opening... then pulls the plate back
in place behind him.

                                                                  
 CUT TO:

INT. D.A.'S OFFICE - DAY

The usual mid-day madness.  Cathy comes IN, briefcase in hand and
a stack of files under her arm, makes her way across the office
toward her desk.  She's just about there when Rita Escobar
intercepts her.

                                   CATHY
                         (sagging into her chair)
     Damn city car... it died in the middle of Fifth Avenue. 
     I paralyzed six blocks.

                                   RITA
     Don't get too comfortable.  Maxwell's been beating the
     bushes for you.  He's in the full panic mode.

                                   CATHY
                            (remembers, begins 
                             rifling her desk
                                 drawers)
     The Brighton depositions...

INT. JOE'S OFFICE - DAY

Joe's having his ass chewed telephonically when Cathy comes IN
with
the files.  He pins her with a look.

                                    JOE
     I understand... Yes, sir, I agree that it's a bad
     situation, very embarrassing to this office.  I realize
     he was furloughed at my request... Yes, sir... Ms.
     Chandler's just come in... I'll have a full report on
     your desk within the hour.

                                   CATHY
                             (as Joe hangs up)
     Mitch Denton...

                                    JOE
                                (bellowing)
     Yeah, Mitch Denton!  Where have you been?

                                   CATHY
     I was interviewing the material witnesses on the Dobson
     --

                                    JOE
                          (rises, begins pacing)
     -- He's loose!  His old man died, he does the grieving
     son number, overpowers the guards... They had a gunfight
     in the damn hospital!  Hijacks an ambulance and leaves
     'em in the dust!  I got bureaucrats I never knew existed
     with their teeth sunk so far in my...
                              (thinks a beat)
     Look, they found the ambulance abandoned in the South
     Bronx.  Has he got family down there?

The line gets a reaction from Cathy, but she covers it.

                                   CATHY
     I'll find out.  Joe, I'm sorry I got you into this...

                                    JOE
     So am I.  But what's done is done.  You helped dig the
     hole.  So help pull me out.
                            (as she starts out)
     Cathy... watch your back.  Denton strikes me as the kind
     of guy that holds a grudge.

                                   CATHY
                            (at the door; Joe's
                             words chill her)
     I'll be careful.

As she goes OUT,

                                                                  
 CUT TO:

EXT. MANHATTAN STREET - DAY

Clarence, the black sax player/tunnel world messenger, is giving
a street corner performance to a group of well-dressed
aficionados, who pay rapt attention until the street light
changes and sends them out to dodge traffic.  A few drop coins in
his case as they go.  Now Cathy comes into SHOT, moves to
Clarence.  He's still riffing, but their eyes meet and hold.  She
quickly leans to put a folded newspaper in his case and moves on. 
Clarence breaks off to open the paper, sees the envelope inside. 
He packs his sax and moves off, the paper under his arm.

                                                                  
 CUT TO:

INT. A FLORIST'S SHOP - DAY

The Florist is preparing some flowers for delivery when Clarence
comes in, goes to the counter, and passes the newspaper to the
Florist.

                                 CLARENCE
     Put a rush on this one.

                                                                  
 CUT TO:

EXT. STREET - WITH AN OLD LADY - DAY

as she walks along, a bag of groceries in her arms, bouquet of
fresh flowers pokes from the top of the bag.  STAY WITH her as
she nears an alley mouth, ADJUSTING to REVEAL BENNIE, the bike
messenger, straddling his tenspeed at the mouth of the alley. 
The Old Lady digs in her grocery bag, passes him a 1 lb. coffee
can with plastic lid, walks on OUT of SHOT.  Bennie puts the can
in his pouch, rides OUT...

                                                                  
 CUT TO:

EXT. A STREET CORNER - WITH BENNIE - DAY

He pedals up, stops to wait for the light to change.  He reaches
into the pouch, removes the coffee can, and flips it expertly
down and into a DRAINAGE GRATE, rides off...

                                                              
DISSOLVE TO:

INT. CHILDREN'S CHAMBER - DAY

Vincent is teaching an art class.  A number of improvised easels
dot the chamber, manned by children (six at most) working
diligently with oils, water colors and charcoal.  Vincent moves
among them, commenting and encouraging.

He stops behind a young GIRL (Ellie?), smiles as he sees that
she's
working on a portrait of him.  Not good, but heartfelt.

                                   GIRL
     Do you like it, Vincent?

                                  VINCENT
     Very much.  It's... extraordinary.  
                             (moving to a Boy)
     Wonderful use of color.  I sense Gaugin's spirit in your
     work...

MOUSE hurries into the chamber, out of breath, and rushes to
Vincent's side.  He takes the envelope from inside his shirt,
hands
it over.

                                   MOUSE
     Urgent message, just came down...
                       (as Vincent opens and reads)
     Your lady Catherine?

But Vincent's already hurrying OUT...

                                                                  
 CUT TO:

INT. CENTRAL PARK TUNNEL ENTRY POINT - DAY

We come in late on this conversation between Cathy and Vincent;
she's already told him about Sam's death and Mitch's escape.  His
grief is pushed aside with concern about what Mitch may do now
and that he's free...

                                  VINCENT
     We have an entry point not far from there, abandoned long
     ago.  But Mitch would remember it.
                           (pounds the wall with
                               frustration)
     An act of kindness turned into something ugly and
     dangerous...

                                   CATHY
     They're searching the area.  Is there any chance the
     entry point will be discovered?


                                  VINCENT
     Mitch is too clever to leave a trail.  He'll hide himself
     in the bowels of the earth... but we will search him out. 
     I promise you, Catherine.  He will not escape justice.
                              (with concern)
     If he hasn't gone below, you may be in danger.

                                   CATHY
     Finding him is all that matters.
                               (soothingly)
     Don't blame yourself, Vincent.  No one could have
     predicted this.  Sam died in his son's arms.  It was your
     last gift to a dear and cherished friend.

Vincent tries to find solace in her words, but his feeling of
responsibility is too strong...

                                                                  
 CUT TO:

INT. FATHER'S CHAMBER - DAY

Mary is giving Father a haircut, her scissors flashing expertly.

                                  FATHER
     Not too short, Mary.  I haven't much to spare.

She smiles, fluffs his hair with a comb and holds out a mirror
for
him.  He preens a moment, admiring her work.

                                  FATHER
     Excellent...

A rapid, urgent CODE begins SOUNDING on the pipes overhead.  A
short sequence coming in staccato bursts, repeated again and
again.

                                  FATHER
                             (sitting stiffly,
                                listening)
     Something's wrong.  That's the intruder alert!

He pulls the drape from around his neck, rises and hurries OUT to
investigate.

INT. TUNNEL OUTSIDE FATHER'S CHAMBER - DAY

Father is hurrying down the tunnel, Mary close behind, when
Vincent
approaches from the other direction.

                                  FATHER
     What is it?  What's happened?

                                  VINCENT
     Mitch Denton... He's escaped.  He'll seek shelter here
     below.

                                  FATHER
     Damn his eyes!

                                  VINCENT
     I suspect he'll enter through the old Beecher warehouse. 
     His vehicle was found near there.

                                  FATHER
     We must seal off that section at once.  Mary, spread the
     word that we'll need volunteers to search.  Send them to
     my chamber, as quickly as possible.  

                                   MARY
                           (as she hurries off)
     Yes, Father...

                                  FATHER
                           (pins Vincent with a
                                hard look)
     Some men are beyond compassion.  I'm afraid you've still
     much to learn about the dark side of human nature.
                            (starts back toward
                               his chamber)
     Come, Vincent, we must look at the maps...

Vincent and Father move off toward Father's chamber as we

                                                              
DISSOLVE TO:

INT. AN OLD SECTION OF TUNNELS - DAY

This section has been abandoned.  The air is fetid and dank, the
walls wet with moss.  MOUSE whistles a little tune as he makes
his way through the pools of stagnant water, his flashlight beam
bobbing.  He's been on a scavenging expedition; he carries a
gunnysack over his shoulder.  In contrast to the ever-present
music of the pipes in the occupied sections of the tunnel world,
here there is only oppressive silence.

He's blissfully unaware of the commotion caused by Mitch Denton's
penetration of the world below.  His flashlight beam catches a
bit of rusted metal sticking up from the sand; he goes to one
knee to examine it.  He pries it loose:  a Prince Albert tobacco
can.  He picks at it, finally frees the hinged lid and works it
open and shut, smiling.

                                   MOUSE
     Neat!

He tucks the treasure into his sack and rises, then reacts with a
start as his beam of light falls on

MITCH DENTON

sitting propped against the tunnel wall a few feet away.  Mouse
recoils at the sight of the gun trained on him, starts to back
off. 
Mitch thumbs back the hammer, the metallic SOUND chilling in the
silence.

                                   MITCH
     Don't get yourself killed.  Help me up.

Mouse wants to run, but he's too frightened.  He eases forward,
stoops to help Mitch to his feet.  Mitch's wound is bleeding
badly,
and he's very weak.

                                   MOUSE
     Hurt!  Who...?  How...?

                                   MITCH
     I know just the man to fix me.  Take me to him.  And
     don't get cute.  It's been a long time, but I still
     remember my way around down here.

                                   MOUSE
                           (a beat as the pieces
                              come together)
     You're the bad one...

                                   MITCH
                              (a harsh laugh)
     You got that right.  Let's move.

They make their way back down the tunnel.  Mitch leaning heavily
on
Mouse for support, as we

                                                              
DISSOLVE TO:

INT. FATHER'S CHAMBER - DAY

Father and Vincent are huddled over spread maps at Father's desk.

                                  VINCENT
     If we seal the feeder tunnels at these points, we can
     isolate him here in the --

An urgent TAPPING echoes on the pipes interrupts him.  He goes to
the pipes, listens to the coded message with obvious concern.

                                  VINCENT
     He's been spotted... He's taken Mouse hostage.  They're
     coming toward us.

                                  FATHER
     If we get some men behind him we can box him in.

                                  VINCENT
     He may panic and harm Mouse.  Better we allow him to come
     ahead and deal with him here, where others won't be at
     risk.

He waits for Father's decision... Father clearly doesn't like
this
choice, but it's the only one to make.  He nods resignedly. 
Vincent raps instructions on the pipes...

INT. TUNNEL NEAR FATHER'S CHAMBER - WITH MOUSE AND MITCH

as they move along the tunnel.  Frightened tunnel denizens make
way
for them, ducking out of harm's way.  A Man with a club steps to
block their path, ready to risk his life; Mitch digs the gun
barrel
into Mouse's side.

                                   MITCH
                               (to the man)
     First him.  Then you.

The Man hesitates a long beat, then reluctantly drops the club
and
moves aside to let them pass...

INT. FATHER'S CHAMBER - DAY

Father and Vincent are waiting anxiously, the tension in the room
almost tangible.

                                  VINCENT
     Mitch was once one of us...

                                  FATHER
     Never in spirit.  He saw our world as a prison.

                                  VINCENT
     There must still be a spark of decency in him.

                                  FATHER
     Long dead in the ashes of his hatred.

ANOTHER ANGLE

as Mouse and Mitch come into the chamber.  Mitch sags, barely
able
to stand, but his eyes blaze fury as he stares at Father and
Vincent.

                                   MITCH
                                (bitterly)
     What, no hats and horns?  No fatted calf?  Your long lost
     boy's come home.

                                  VINCENT
     Release Mouse.  He's no threat to you.

                                   MITCH
     Where I come from, the man with the gun gives the orders.

                                  FATHER
     What do you want here?

                                   MITCH
     You're gonna take this slug out of my shoulder, old man. 
     Then we'll talk.

Father looks to Vincent, then moves to a long table and begins
clearing it.  Vincent moves to help with Mitch; the gunman waves
him back.

                                   MITCH
                            (as Mouse helps him
                             toward the table)
     Don't press your luck, Vincent.

                                  FATHER
     I'll need my bag...

Vincent goes for the bag, Mitch watching warily, as Father and
Mouse sit him on the table.  Father helps him off with his
jacket,
tears his bloody shirt sleeve away.

                                   MITCH
                          (as they ease him down)
     Stay close, Vincent...

Vincent brings Father his doctor bag.  Father opens it, lays out
his surgical tools.  He opens a bottle of chloroform, soaks a rag
with it.  Mitch bats it away.

                                  FATHER
     You'll need anesthetic...

                                   MITCH
     Forget about it.  You think I'm stupid?

                                  FATHER
     But the pain...

                                   MITCH
     Just get to it.  Try to be a hero, and Vincent buys it.

Father draws a candle near, and begins sterilizing the
instruments. 
Mitch watches, licking his lips nervously...

FAVORING MOUSE

Mitch doesn't notice that he's backing slowly away.

                                  FATHER
     Vincent will have to hold you down.  If you flinch --

                                   MITCH
     -- Don't touch me!  Just stand right there.

Father shifts around to lean over Mitch with a scalpel, blocking
his view of Mouse, who's nearly made it to the chamber entry. 
Now
a terrible cry of agony rings out at the touch of the hot
steel...
and Mouse makes a desperate lunge, disappearing through the entry
way.

CLOSER - FATHER, VINCENT AND MITCH

Vincent sees Mouse go, his eyes darkening, as Father presses on
with the surgery.  It's excruciating; Mitch's eyes roll as if
he's
about to lose consciousness.

                                  VINCENT
                              (with concern)
     Take something for the pain, Mitch... Don't do this to
     yourself.

                                   MITCH
                            (grasping; his hand
                          shakes as he holds the
                              gun on Vincent)
     All that love and concern... don't make me puke.

                                                                  
 CUT TO:

INT. TUNNEL - MOUSE

runs madly down the tunnel, arms and legs pumping.  PAN WITH him
as he PASSES CAMERA, then rounds a corner and disappears...
running for all their lives...

                                                                 
FADE OUT:


                              END OF ACT TWO


                                 ACT THREE

FADE IN:

EXT. D.A.'S OFFICE - ESTABLISHING - DAY

INT. UNDERGROUND GARAGE - DAY

Cathy is walking toward her city car when a KID steps out of the
shadows, a newsboy's pouch draped over his shoulders.  He holds a
paper out to her.

                                    KID
     Paper, lady?

Their eyes meet; a secret knowledge passes between them:  he's a
messenger from the World Below.  She digs a dollar from her purse
and gives it to him.

                                   CATHY
          (taking the paper)
     Keep the change.

The Kid scampers away.  Cathy opens the folded paper, reads the
note inside, then hurries toward her car as we

                                                                  
 CUT TO:

INT. CATHY'S BASEMENT - THRESHOLD - DUSK

The screen is DARK... we HEAR the SOUND of movement on the other
side... boxes being moved out of the way... Now LIGHT knifes
through the darkness as Cathy is silhouetted in the threshold.

                                   CATHY
     Mouse...?

ANGLE ADJUSTS to REVEAL MOUSE waiting in the shadows.  He's
highly
agitated, running fragments of sentences together as he tries to
tell her what's happened.

                                   MOUSE
     The bad one... Mitch... hurt.  Found him, made me take
     him... had a gun... he'll hurt them!

Cathy steps to steady him, hands on his shoulders.

                                   CATHY
     It's all right, Mouse.  Tell me slowly.  Who will Mitch
     hurt?


                                   MOUSE
     Father and Vincent!  Made me take him there... he's shot,
     wants Father to fix him.  Help us, Catherine!  He'll hurt
     them...

                                   CATHY
     We won't let him hurt anyone.

Mouse smiles with relief, scurries off down the tunnel as Cathy
hustles after him...

                                                                  
 CUT TO:

INT. FATHER'S CHAMBER

The surgery is over.  Mitch, bathed in sweat, is sitting up,
watching Vincent as Father bandages his shoulder wound.

                                  FATHER
              (as he works)
     Your father was a good friend to us.  He'll be greatly
     missed.  We're sorry for your loss.

                                   MITCH
     I lost him twenty years ago, when he dumped me in this
     hole.  Now he's got one of his own.

                                  VINCENT
     He was your father!

                                   MITCH
     You want me to cry for him, Vincent?
          (reacts, brings the gun up)
     Who's that?

ANGLE ADJUSTS to REVEAL Mouse, standing just inside the chamber
entry.

                                   MITCH
     Hope you didn't do anything stupid, little man...
          (as CATHY appears behind Mouse)
     Now we got the makings of a real party...

                                  VINCENT
     Catherine!

Vincent puts himself quickly between Mitch and Cathy.

                                  VINCENT
     Go, quickly!

                                   CATHY
                  (softly)
     I can't...
          (steps around Vincent to stare at Mitch)
     Every cop in the city's looking for you.  You'll never
     get off the island.

                                   MITCH
     You got me this far.

                                  VINCENT
     She has no role in this...

                                   MITCH
             (a bitter laugh)
     She put me back inside.  You forget that part?

                                  VINCENT
                               (threatening)
     If you harm her in any way...

                                   MITCH
     She's my ticket out of here.
                                (to Cathy)
     There's a tug captain that ties up just north of the
     Brooklyn Navy yard.  He owes me.  You're gonna collect
     the marker.  Tell him to get me passage on a freighter,
     I'm not particular where, just so long as it's out of the
     country.

                                  FATHER
     This is madness.  You've no chance of making it that far
     without capture.  

                                   MITCH
     Not above.  We'll travel the tunnels.
                        (a tight smile at Vincent)
     You're a big one for honor, aren't you Vincent?  Your
     word's as good as gold.  Swear to me you won't try
     anything, that you'll get me there.
                         (Vincent hesitates; Mitch
                         swings the gun to Father,
                          thumbs back the hammer
     You're word of honor, or I'll drop him right here, right
     now.

                                  VINCENT
     I give you my word.

                                   MITCH
          (lowers the hammer)
     Good enough.
                (to Cathy)
     Anything goes wrong, anything at all, Vincent dies.  And
     I blow the lid off the whole damn bunch of these tunnel
     rats.           
          (a long, tense beat;
           they can only nod
              their consent)
     Tug captain's named McDougal.  How long will it take us
     to get there, Vincent?

                                  VINCENT
     A day, perhaps longer in your condition.

                                   MITCH
     Tomorrow night, then.  Play it straight, and we will live
     happily ever after.  Get moving.

Cathy and Vincent share a long, anxious look... then she turns
and
disappears through the chamber entryway...

                                                              
DISSOLVE TO:

INT. A SECTION OF OLD, ABANDONED TUNNELS - NIGHT

Vincent leads the way through the narrow, winding tunnel, a
lantern held aloft to light the way.  Mitch follows closely
behind.

                                   MITCH
     You got a real thing for that woman, don't you, Vincent? 
     Too bad you'll never be able to play it out.

                                  VINCENT
     I don't expect you to understand what Catherine and I
     share.

                                   MITCH
     Good looking woman like that... what a waste.  Maybe if
     I'd have met somebody like her, things would have been
     different.  I never had nobody to care about, nobody to
     care about me.

                                  VINCENT
     We cared about you.

                                   MITCH
                                 (bitterly)
     Oh, hell yes.  When the chips were down, I found out how
     much you cared.
                                  (beat)
     I was never good enough for you, I never measured up.  I
     was just a cast-off, some piece of trash from the street
     for you to pity.

                                  VINCENT
     Your resentment blinded you.  We were only mirrors for
     your own sense of isolation.
          (Mitch stumbles, gasps with pain)
     We'll rest...

Mitch sags against the tunnel wall, waiting for the jolt of pain
to
subside.

                                   MITCH
     I was ten years old, a frightened little kid, and he
     dumped me.  You think that didn't hurt?

                                  VINCENT
     Your father brought you to us, entrusted you to our
     care...


                                   MITCH
     -- He didn't want me!  That's the bottom line!

FLASHBACK - FATHER'S CHAMBER, TWENTY YEARS AGO

A younger Father, raven-black hair and beard, is trying to
reassure
ten-year-old Mitch that everything's going to be all right, while
Sam Denton looks on, his eyes showing his pain.  Young Vincent is
trying to comfort Mitch, but Mitch pushes him away.

                                  FATHER
     Mitch, you'll have a wonderful time here with us.  You
     and Vincent will become fast friends.  This isn't a
     punishment --

                                YOUNG MITCH
     I want to be with my dad!

                                    SAM
     It will only be for a little while, son.  As soon as I'm
     well enough I'll bring you home...

Young Mitch runs to his father, hangs onto him for dear life. 
Father tries to gently disengage him; Young Mitch struggles
furiously as his father pulls away.  Young Mitch begins sobbing
as
Sam turns sadly away, makes his way from the chamber...

                                YOUNG MITCH
                                 (sobbing)
     Don't leave me... please... I'll be good... Daddy!  Don't
     leave me...

PRESENT - FAVORING MITCH

His face is dark with the memory.

                                   MITCH
     Only for a little while... He never came back for me.

Vincent looks evenly at him for a long beat, his mind filling
with
images of the past...

                                  VINCENT
     He did come back, nearly a year later.  Have you
     forgotten?  You wouldn't see him... you sent him away...

FLASHBACK - MITCH'S CHAMBER

Young Mitch is on his bunk, staring stonily as Young Vincent
pleads
with him...

                               YOUNG VINCENT
     He wants to see you, Mitch.  Won't you give him a chance
     to talk to you, to explain...

                                YOUNG MITCH
     I hate him!  Tell him that!  Tell him I hate him!

OUTSIDE MITCH'S CHAMBER - SAM DENTON

stands with Father, clearly wounded by the boy's VOICE echoing
from
within the chamber.

                            YOUNG MITCH (O.S.)
     I never want to see him again!  I wish he was dead!

PRESENT - FAVORING MITCH

He shakes off the memory.

                                   MITCH
     I wasn't going to let him hurt me again, take me back
     just to ditch me when things got rough.

                                  VINCENT
     He was trying to reach out to you...

                                   MITCH
     Too damn late.  Come on, let's get moving...

Vincent hesitates, wanting to continue this, to find a way into
this man he once knew, but knows he can't press.  He moves down
the
tunnel, Mitch following, as we

                                                              
DISSOLVE TO:

EXT. A PIER - BROOKLYN - NIGHT

Cathy makes her way along the darkened pier, searching for the
tug captain named McDougal.  She asks a couple of fishermen, gets
directions, moves off down the darkened, grungy pier.  Heavy mist
coming off the ocean gives the scene a sense of danger and
foreboding...

ANGLE - A TUG BOAT BERTH

She reaches an old, decrepit tug boat tied up near the end of the
pier.  A light burns inside the tug's cabin.  She calls, her
voice loud in the misty quiet.

                                   CATHY
     Hello...?  Captain McDougal?

No answer... then the cabin door opens, and a flashlight beam
knifes out to catch her full in the face.  She shields her eyes
against the glare.

                                 MCDOUGAL
     State your business.

                                   CATHY
     Can we talk inside?  I'm here about a friend of yours. 
     Mitch Denton.

                                 MCDOUGAL
     Denton's no friend of mine.  But come ahead.

The light swings from her face to light her way aboard...

                                                                  
 CUT TO:

INT. TUG BOAT CABIN - NIGHT

Cramped and filthy, everything smelling of diesel and sweat. 
McDougal, a bear of a man with a heavy black beard and oil-
stained from head to toe, slides a heavy, chipped 
mug of steaming coffee in front of Cathy and sits across from her
with his own.  He blows and sips noisily.  Cathy stares at him
evenly, wanting this to be over.

                                 MCDOUGAL
     Gettin' him out to a freighter's simple enough, but I
     don't do nothin' just for old time's sake.  Gotta be a
     piece of change attached.

                                   CATHY
     How much?

                                 MCDOUGAL
     Wanted man... gotta consider the risk involved, might
     lose my tug...

                                   CATHY
     How much?

                                 MCDOUGAL
                              (a thin smile)
     Got you by the short ones, don't he?  Five grand might
     motivate me, and that's only because me and Mitch go way
     back.

Cathy digs in her purse, conscious of his malevolent eyes, comes
out with some currency and slides it to him.  He picks it up,
thumbs through it.

                                 MCDOUGAL
                               (continuing)
     How'd a high-tone lady like yourself get mixed up with
     the likes of Denton?

                                   CATHY
     I'll have the rest of it tomorrow night.  Do we have a
     deal?

                                 MCDOUGAL
     Forty-eight hundred, or Mitch is gonna have a long swim.
          (Cathy rises, moves     for the door)
     Somethin' wrong with that coffee?

Cathy goes OUT without looking back...

                                                                  
 CUT TO:

INT. A SMALL CAVERN - NIGHT

Vincent has persuaded Mitch to rest for a couple of hours.  He's
made a small fire; the flames throw eerie shadows against the
walls of the rocky cavern.

                                   MITCH
     I used to feel sorry for you, Vincent.  Some freak of
     nature, with no life but this, cut off from the world
     because of how you look, what you are... But I'm the
     freak.  Always have been.  At least this place is yours.

                                  VINCENT
     This could have been your place, and we your family.  But
     you shut yourself off from us.  You so feared being hurt
     you refused to open yourself to the possibility of our
     love.

                                   MITCH
     Anger was all I had.  Without it I would have been
     invisible.  It helped me survive.

                                  VINCENT
     Rage was your armor... and your prison.

                                   MITCH
     Being mad felt better than being scared.

                                  VINCENT
     Fear makes us vulnerable, powerless... fury offers the
     illusion of power and control.  I know what it is to feel
     alone, Mitch.

                                   MITCH
     I'm more alone than you'll ever be.  You had the old
     man... Devin... God, how I wanted that closeness, that
     feeling of belonging...

FLASHBACK - FATHER'S CHAMBER, TWENTY YEARS AGO

Young Mitch, Young Vincent and some of the other tunnel kids are
sitting in a circle in the chamber, taking their reading lessons
from Father.  The book they're reading from is passing hand to
hand, each child taking a turn.  (What they're reading will be
determined later) 

The book is making its way toward Young Mitch, and it's plain by
his attitude that he dreads his turn.  He's acting up, annoying
he
girl beside him by tugging on her braids.

                                  FATHER
     Mitch!  Pay attention, please!

Young Mitch scowls as Young Vincent reads his passage, then
passes
the book to him.

                                YOUNG MITCH
                          (trying to pass it on)
     I don't feel like it.

                                  FATHER
     Mitch, please read.  I know it's difficult for you, but
     it will get easier if you're willing to try.

                                YOUNG MITCH
                          (he glares defiantly, 
                           then leans over the 
              book and slowly, 
                           painfully begins to 
              read aloud)
     (NOTE:  This will be from "Call of the Wild", or
     "Treasure Island", and Mitch will repeatedly blow the
     lines)

The kids begin to titter as he struggles, his face flushing
bright
and hot... now a couple laugh outright, and are 'shushed' by
Young 
Vincent.  Young Mitch breaks off, hurt and seething...

                               YOUNG VINCENT
     Don't pay any attention to them.  You're doing fine --


Young Mitch snarls and rips the book in two, flings the pages at
a
startled Young Vincent.

                                YOUNG MITCH
     You read it!

                                  FATHER
            (rising as Young     Mitch tears out)
     Mitch!  Come back...

PRESENT - FAVORING MITCH

He stares into the crackling flames, the humiliation of that
distant time now raw and fresh.

                                   MITCH
     I wanted to feel part of you, but you wouldn't let me in.
                                (bitterly)
     I had no place here, no place above.  So don't tell me
     about loneliness.

                                  VINCENT
     We tried to be your friends, but you frightened us.  You
     thought yourself bad... and became bad.

                                   MITCH
     And you let me know how bad I was, didn't you Vincent? 
     You could have changed their minds, softened the
     judgment... but you sent me above.  To a cage, to live
     like an animal.

                                  VINCENT
     You chose it!  You take no responsibility for your
     actions, for the road you took.  There was no gratitude
     in you for the chances life with us afforded.  You saw
     only the limitations, never the possibilities.

                                   MITCH
                              (a harsh laugh)
     Yeah, I was a real chump to want sunshine instead of
     darkness.

                                  VINCENT
     Your heart was filled with darkness, not our world!  Your
     resentment and contempt robbed you of the sunlight of
     spirit.

                                   MITCH
     This hole wasn't enough for me!  You have to live down
     here, you've got no choice.  The world is up there!

                                  VINCENT
     To be plundered, Mitch?  You robbed, cheated, lied...
     killed to get all you could.

                                   MITCH
     My old man wasted his life stoopin' and totin', wound up
     broke and broken down.  Show me the pride in that!  I
     wanted more!

                                  VINCENT
     And you stopped at nothing to get it.  You deny your own
     fault, and seek instead to blame us for your willful
     violation of every ideal we hold most sacred.  No one
     could have saved you... from yourself.

                                   MITCH
     You sold me out, and you know it.  All you had to do was
     stand up for me!

FLASHBACK - FATHER'S CHAMBER - TEN YEARS AGO

This flashback is more recent, the players merely younger
versions
of themselves as they are today.  Present in this council session
are Father, Winslow, Pascal, Vincent, two elderly Council Members
(now dead), and the accused, a defiant Mitch Denton...

                                   MITCH
     You can't send me above, not now!  They'll catch me, send
     me to jail!  I'm telling you I'm innocent, I was set up!

                                  FATHER
     Your presence here below can no longer be tolerated.  Not
     after what you've done.  You've broken our laws, and now
     seek shelter from punishment for the laws you've broken
     above.  There can be only one judgment for such
     betrayal... banishment.  I ask for the vote.

Father signifies his vote by turning his back on Mitch... Pascal
turns his back... Now Winslow... the two old men.  Mitch stares
desperately, pleadingly at Vincent.

                                   MITCH
     All it takes is one vote, Vincent!  Please!

Vincent stares at Mitch a long moment, emotions in turmoil,
dreading what he knows he must do... Vincent slowly turns his
back,
casting the final vote... sealing Mitch's fate.

PRESENT - FAVORING MITCH

                                   MITCH
     You turned your back on me!

                                  VINCENT
                           (a long beat; tinged
                              with sadness)  
     You were lost to us long before.

Mitch glares at him hotly, then rises and roughly kicks sand over
the fire, smothering the flames.

                                   MITCH
     On your feet!  We're moving.

Vincent rises, turns up the lantern flame, and leads the way into
the darkness...

                                                              
DISSOLVE TO:

INT. A NARROW, TWISTING LEDGE

Vincent and Mitch are inching along a narrow ledge, feeling their
way, choosing each step with utmost care.  A slip means a fall
into a deep, bottomless gorge.  A large rock is kicked loose...
we don't hear it hit bottom.  Vincent stumbles, catches himself,
the lantern light flickering.

FAVORING MITCH

His face is tight, bright with sweat as he inches forward,
holding his breath.  Suddenly, the rocks beneath his feet give
way, and he totters like a man on a high wire, off balance... He
falls, his good hand grabbing desperately for a hold.  He catches
an outcropping of rock and dangles, his feet pedaling air madly.

                                   MITCH
                                (strangled)
     Vincent!  Help me...

FAVORING VINCENT

He swings the lantern around, works his way back to Mitch, stares
down into his terrified eyes.

                                   MITCH
     Help me... please... Vincent!

But Vincent hesitates, his eyes mirroring his inner conflict. 
All
he has to do is do nothing, and Mitch Denton is gone forever, no
longer a threat to anyone...

We HOLD a long beat, FLASH CUTTING Mitch's desperate eyes with
Vincent's, then

                                                                  
FADE OUT


                             END OF ACT THREE



                                 ACT FOUR

FADE IN:

INT. TUNNEL GORGE - A NARROW LEDGE (CONTINUOUS ACTION)

Mitch is still dangling over the abyss, Vincent standing over
him.  To save him means the continuation of this nightmare...

                                   MITCH
                               (desperately)
     Help me, Vincent... don't let me die...

Vincent goes to his knees, reaches to grab Mitch by the shirt
collar, and drags him back up on the ledge to safety.  Mitch sags
against the wall, sucking air in harsh gasps... and begins to
laugh.  It's eerie laughter, mocking and chilling.

                                   MITCH
     All you had to do was watch me drop... You're soft,
     gutless...
                              (needling him)
     Saint Vincent... I thought I got lucky that night on the
     docks, when you had me and let me go...

Vincent's face darkens with the memory...

FLASHBACK - FOOTAGE FROM "THE BEAST WITHIN"

Vincent, in a bestial rage, pursues Mitch through the factory,
chasing him up the stairs... cornering him on the catwalk...
closing in for the kill, snarling with fury... Mitch cowers,
sobbing, pleading for his life...

RESUME SCENE

Vincent squeezes his eyes shut against the ugly images filling
his
mind.

                                  VINCENT
     I wanted you dead... to pay for what you'd done...

                                   MITCH
     But you couldn't do it!  Even after I shot your
     girlfriend, you couldn't kill me...

                                  VINCENT
                               (a long beat)
     I know what it is to kill... I spared you to save myself.

HOLD a long moment, then

                                                              
DISSOLVE TO:

INT. D.A.'S OFFICE - DAY

Cathy's at her desk, lost in thought, trying to justify what
she's doing.  In the b.g., we SEE JOE come into the main office,
make his way through the maze toward her desk.  She reacts as he
gets there.

                                   CATHY
     Anything, Joe?

                                    JOE
                          (shakes his head as he
                           perches on her desk)
     It's like the earth opened up and swallowed him.  You?

                                   CATHY
                             (forcing the lie)
     Nothing.  A few leads, but they didn't pan out.

                                    JOE
     The longer he's loose out there, the stronger the odds
     he'll kill somebody else.  I'd feel better if you let me
     get you some protection...

Cathy's touched by his concern... it doesn't help her guilt.  She
squeezes his hand, shakes her head.

                                                                  
 CUT TO:

INT. TUNNEL THRESHOLD - DAY

Cathy is waiting, pacing anxiously, when she hears approaching
footsteps.  She moves forward as FATHER comes INTO VIEW, the long
hours of worry showing on his face and in his gait.

                                  FATHER
     Catherine... What's happened?  Has something gone wrong?

                                   CATHY
     No... I've kept my end of the bargain...


                                  FATHER
                           (sensing her turmoil)
     You're being torn apart.

She turns away, trying to find the words that must be said,
despite
the pain and uncertainty.  Her anguish is palpable...

                                   CATHY
     My duty is to the world above, but my heart is here.  I'd
     give my life for Vincent... for you... but in cooperating
     with Denton, I may be risking other lives.

                                  FATHER
     No empty words of comfort will change that.  If we loose
     a mad dog, we share the fault.

                                   CATHY
     But to betray you, to gamble with Vincent's life...

                                  FATHER
                        (gently, taking her hands)
     The answer lies within you, Catherine.  Whispered in a
     still, small voice that can not be denied.  You alone
     must choose your course.

Catherine meets his steady gaze, knowing that Vincent would give
her the same counsel... but it doesn't make it any easier...

                                                              
DISSOLVE TO:

INT. TUNNELS - NIGHT

Mitch is holding the lantern aloft while Vincent studies an old
map, his finger tracing their route.

                                   MITCH
     We've gotta be gettin' close...

                                  VINCENT
     Yes... but this tunnel ends another mile or so farther
     up.  I see no others.  We'll have to surface and travel
     the rest of the way above.

                                   MITCH
     You're lying!

                                  VINCENT
     To what end?

Mitch grabs the map away, studies it a moment, thrusts it back.

                                   MITCH
     We're in this together, all the way.  Try to split on me
     once we're up top...

                                  VINCENT
     I gave you my word.

Mitch stares at him a long beat, then nods him forward.

                                                              
DISSOLVE TO:

EXT. BROOKLYN BACK ALLEY - NIGHT

The alley is dark and silent.  After a beat, Vincent and Mitch
come into view.  They are moving down the alley toward CAMERA
when a police cruiser glides past the alley mouth, it's SPOTLIGHT
BEAM sweeping the darkness.  Mitch hesitates for an instant; if
he makes a run for it, he's got a chance.  But it will mean
leaving Vincent to almost-certain capture.  He quickly grabs
Vincent, pulls him roughly to the ground just as the SPOTLIGHT
BEAM pins them in its glare.  The police car stops, backs up, and
turns into the alley, coming slowly toward them.

                                   MITCH
                               (whispering)
     Keep down!  Just keep down...

ANOTHER ANGLE

Two Uniforms climb out of the cruiser, move toward the still
forms
of Mitch and Vincent.  One of the cops kicks at Mitch's feet. 
Mitch feigns deep drunkenness, rolls to stare blearily up at the
cops.  His hand is under his coat, gripping the gun butt.

                                   MITCH
                                (slurring)
     Whassamatter?

                                  COP #1
     You can't sleep here, rummy.  Up and at 'em or we run you
     in.

                                   MITCH
     Yessir, officer... Me an' my friend's just down on our
     luck, lookin' for work... We'll move on, honest to
     pete...
                          (shakes Vincent, who's
                        face is buried in his arms)
     C'mon, Vinnie, we gotta go.  Mission's still open, we'll
     get some soup...

Vincent grunts protest as Mitch continues to shake him.  The 2nd
COP kicks Vincent's legs, then leans to grab at the back of his
cloak.

                                   MITCH
     I wouldn't touch him, I was you.  Been sick with
     scabies...

The 2nd Cop pulls his hand back quickly.

                                  COP #2
     Let's call the wagon, get this trash off the street.

                                  COP #1
     We wait ten, maybe twenty minutes for it... forget it. 
     Let's get something to eat.
                                (to Mitch)
     You're still here when we come back, you got to the
     bucket.

                                   MITCH
     Yessir, we're goin'.  Come on, Vinnie, shake a leg... you
     officers have a real nice evenin', now...

ANOTHER ANGLE - FAVORING MITCH AND VINCENT

The cops turn back toward their car, climb in.  The car backs out
of the alley, moves off down the street.  When it's sound fades
into the night, Vincent slowly sits up.  Mitch flashes a relieved
smile.

                                   MITCH
     Just like old times, huh?  Remember that night in the
     train yard?  Those tramps nearly caught us...

In this brief instant, there's a reconnection between the two. 
Vincent rises, offers Mitch a hand up.  Mitch gasps with a jolt
of
pain, pulls back his jacket to reveal blood bright on the
shoulder
bandage.

                                  VINCENT
     The sutures have separated.  You're losing blood.

                                   MITCH
     Blood's cheap.  Let's get outta here.

They move cautiously down the alley and OUT of SHOT.

                                                              
DISSOLVE TO:

INT. CATHY'S CAR - NIGHT

She waits anxiously, her eyes probing the night.  She checks her
watch, looks out again... reacts...

THROUGH WINDSHIELD - CATHY'S P.O.V.

Two fog-shrouded FIGURES move stealthily through the darkness,
coming in and out of patches of light cast by the pier's overhead
lamps.

RESUME CATHY

She hesitates, knowing what she must do and hating it.  She pulls
the car phone receiver from its cradle and punches in numbers...

EXT. THE PIER - NIGHT

Cathy climbs out of the car, drawing her coat tight against the
chill, and moves out to meet Vincent and Mitch as they draw
closer.  CAMERA IN as they close the distance.  Vincent and Cathy
share a long, heartfelt look; Mitch's eyes search warily for
signs of trouble.

                                   CATHY
     Vincent...

                                   MITCH
     Everything set?

Cathy looks to Vincent, fear raw and angry in her throat.  Mitch
senses it, takes his hand from under his jacket.  He's holding
the
gun.

                                   MITCH
     Tell me it's all set.

                                   CATHY
     This pier is going to be crawling with police in a few
     minutes, Denton.  Turn yourself over to me now, and I'll
     guarantee your safety.

                                   MITCH
                                (snarling)
     You miserable, lying little...

He moves toward Cathy, but Vincent moves to block his path.

                                  VINCENT
     It's over, Mitch.

                                   MITCH
     It sure as hell is!  We're going back under, now!

                                  VINCENT
     No.

                                   MITCH
                                  (wild)
     Don't press me, Vincent!  There's still time, we can
     still make this work --

                                  VINCENT
     -- Are you going to run for the rest of your life? 
     You'll be hunted like an animal, tracked down and
     cornered.  Give yourself up.

                                   MITCH
     You think I'm going down alone?  I'll take you all with
     me!  Don't think they won't listen, that they won't
     believe me.  Your precious world is history if they catch
     me!

                                  VINCENT
     You'll keep the secret, Mitch.

                                   MITCH
     You're crazy!  I'll rat you all out, the whole damn
     bunch!

                                  VINCENT
     No.  Your heart betrayed you tonight, back in that alley. 
     You could have run, and left me to be captured.  You were
     willing to sacrifice yourself to save me.

                                   MITCH
     I never would have made it, not with them so close!

                                  VINCENT
     You could have tried.  Any man in your shoes would have. 
     But your heart wouldn't let you.  You valued my safety
     above your own.  Just as you did that night in the train
     yard, when you could have left me to those tramps.
                                  (beat)
     Beneath the darkness, there's still light in you, Mitch. 
     A glowing ember that's kept you silent about our wold all
     these years... that will keep you silent in the years to
     come.


                                   MITCH
                           (Vincent's getting to
                          him, chipping away with
                                his words)
     Don't make me kill you, Vincent.  Take me back down,
     while there's still time...

                                  VINCENT
     There is no more time.  You were once one of us.  In your
     heart, you still are.

ANOTHER ANGLE

Vincent holds Mitch's stare for a long beat, then turns his back
and walks slowly away...

CLOSE - MITCH

His eyes are wild, dangerous... He brings the gun up, centers it
on
Vincent's back.  He thumbs the hammer back.

                                   MITCH
     Turn around... I swear I'll kill you... Turn around!

CLOSE - VINCENT

He turns, looking back at Mitch with eyes filled only with
compassion.  A long beat as the two boyhood friends stare at each
other... then Vincent turns and walks away.

ANOTHER ANGLE

Mitch is still pointing the gun at Vincent... Cathy watches,
terrified... The WAIL of APPROACHING SIRENS is heard in the
distance.  Mitch is beginning to unravel...

                                   CATHY
                               (whispering)
     Don't... please don't...

                                   MITCH
     Don't turn your back on me!  Vincent!  Don't turn your
     back on me!
                               (a plaintive
                            heartrending wail)
     Vincent...

But Vincent keeps walking, disappearing into the fog.  Mitch
slowly
lowers the gun, turns woodenly toward Cathy.  She backs away
instinctively, fearfully, as he swings the gun toward her.

His eyes hold hers for a long, anxious beat... Then he whirls and
throws the gun out into the sea, his head sagging against his
chest.

HOLD for a long moment, then

                                                              
DISSOLVE TO:

EXT. THE PIER - HIGH ANGLE - NIGHT

The pier is alive with police activity:  squad cars, turning
turret
lights throwing slashes of red through the fog, milling uniformed
officers, a number of press photographers, etc.

ANGLE - CATHY

leaning against one of the police cars, shivering in the night
wind.  In the b.g., we SEE JOE leave a group of plainclothes
detectives and walk toward her.

                                    JOE
                           (leaning against the
                              car beside her)
     You took a hell of a chance, Cathy.  We could have found
     you dead in the weeds somewhere.

                                   CATHY
     There was no other way.

                                    JOE
     A tip from friends of the family... I guess that will
     have to do.

PAST THEM AT A POLICE CAR

as it pulls slowly past them, MITCH looking out at Cathy from the
back seat... He turns away...

RESUME CATHY AND JOE

                                    JOE
     I don't ever want you pulling this kind of stunt again,
     you hear me?
                           (she nods; he smiles)
     Not too shabby, Radcliffe.  Monday morning?

                                   CATHY
     Bright and early.

He turns and walks off.  Cathy watches after him as the crowd
begins breaking up.  Police cars pull away, the news crews pack
it
in...

ANGLE - VINCENT

stands in an alley across from the pier, watching the last of the
cars drive away.  Cathy walks back toward her car... Vincent
lights
the lantern, holds it aloft, and signals her.

WITH CATHY

She's opening the car door when she sees the glow of the lantern
signalling through the fog.  She closes the door, hurries across
the darkened pier...

ANGLE - VINCENT

is waiting for her, moves out to gather he up in his arms and
holds
her close for a long moment.

                                   CATHY
                                 (choked)
     Vincent... I was so afraid of losing you... How did you
     know he wouldn't pull the trigger?

                                  VINCENT
     I didn't...

                                   CATHY
     You put yourself at such risk...

                                  VINCENT
     Sometimes the only path through fear is trust.

He stokes her hair, holding her as we

                                                                  
FADE OUT

                                  THE END