Screenwriter...Patrick Sheane Duncan

Based on the book, "Donnie Brasco" by Joseph D. Pistone with Richard Woodley

EXT. DAY. WASHINGTON, D.C.
An aerial view of the nation's capital, moving in on the stolid limestone box of FBI HEADQUARTERS. Supered below:

CUT TO:
INT. DAY. FBI HEADQUARTERS
A spacious corner office. American flag, FBI seal, and a plush carpet -- Federal blue.

CLENDON HOGUE, 40s, barrel chest, shrewd eyes over half-moon glasses, presides behind a vast desk. The impressive mien of earned authority. Before him:
JULES BONOVOLONTA, late 40s, Green Beret veteran, SUPERVISOR, 140 pounds of pugnacity and gristle. Ex-street agent cramped by headquarters.
PAT MARSHALL, late 30s, a CASE AGENT, compulsively organized, with haunted choirboy's eyes.
CLARENCE LEBOW, early 40s. Assistant SECTION CHIEF. Brooks Brothers, heavy starch.

LEBOW: It's going down tonight.
JULES: Says who? A fucking wire.
LEBOW: A reliable wire.
JULES: A fiction writer.

Hogue peruses surveillance photos of Sonny Red and Sonny Black. Then reads the informant's report.

MARSHALL: Is that the 209, sir?
LEBOW: There's going to be a war between Sonny Red and Sonny Black -- it's all over the streets.
JULES: Clarence, you couldn't find the streets with an asphalt detector.
MARSHALL: Sonny Black goes, everyone with him goes.
JULES: That's doesn't mean it's tonight.
LEBOW: Even if it's not tonight -- and I'm not saying it's not tonight -- it could still be tonight because it could be any night.
JULES: Fuck you, Clarence.
LEBOW: Hey! I'm a Mormon!
HOGUE: You have some objection to these guys killing each other?
MARSHALL: It's just that -- one of them's one of us.
HOGUE: An informant?
JULES: An agent. Undercover.
HOGUE: Then why are you depending on an informant? What does the agent say? (off awkward looks) When's the last time you spoke to him?
JULES: Three weeks.
MARSHALL: Three weeks and two days.
HOGUE: He checks in every three weeks?
MARSHALL: He checks in when he checks in, sir.
JULES: We had to make up the rules as we went along --
HOGUE: My predecessor started this?
JULES: His predecessor.
LEBOW: It's been five years.
MARSHALL: Five years and three months.
JULES: I am not gonna blow a chance to cripple the entire fucking Mafia just because some fucking empty suit in Blue Carpet Land --
LEBOW: I am so sick of your superior New York attitude --
JULES: -- thinks there's gonna be a shootout tonight after the fucking tarantella.
LEBOW: You're going to risk a man's life just to make cases.
JULES: (right back) Making those cases is his life.
HOGUE: And how many cases do we have?
MARSHALL: (guessing) A hundred, two hundred...
HOGUE: Which one?
JULES: The truth is we don't know.
HOGUE: Let me get this straight. Nobody knows where he is. Nobody's spoken to him. He's been undercover five years. He might very well get killed tonight -- at a fucking wedding -- not because he's one of us, but because he's one of them. I've been on the job one fucking week. And it's my fucking decision? How the hell did this happen?

Awkward looks and foot shuffling all around.
MARSHALL: What time's the wedding?
LEBOW: Eight o'clock tonight.

The clock on the wall reads "9:36."

HOGUE: Who is this fucking guy?

DISSOLVE TO INT. NIGHT. BAR — WASHINGTON (1975)
CLOSE ON JOE PISTONE, 30s, athlete's build, body languid with a killer's confidence. Eyes dead as a shark's. He chafes at his rep-striped tie and off-the-rack suit.

WIDER...LeBow, Marshall, and two other SUITS around the table. Jules delivers a toast. Supered below:

JULES: ...And so, Joe, we wish you bon voyage with this farewell drink. We'd give you a farewell dinner -- but why spend all that money when you'll just come crawling back to your old desk?

Laughter around the table. The clink of glasses...

LEBOW: I would love to know how you sold them on this.
DONNIE: I told them I wanted to get far away from you, Clarence, They got it instantly.
LEBOW: We've had our best guys on this since, what, Valachi? Twenty years?
MARSHALL: Who knows? We never tried anything like this.
LEBOW: What does that tell you?
MARSHALL: The Director thought it would be too corrupting.
JULES: Then maybe I should do it. I'm in a mood to be corrupted.
LEBOW: You know what these people are like. They're all married to each other's cousin.
JULES: (shrugs) It's six months.
MARSHALL: I think it's great. Undercover's a new area. Get in on the ground floor.
LEBOW: It's a wild goose chase. I'm saying this as a friend.
JOE: What do I know? I'm just a dumb guinea.
LEBOW: Don't talk that way, Joe. (beat) Because, you know, you are just a dumb guinea.

LAUGHTER from the group. Joe doesn't know whether to join in or punch somebody. Jules hands him a large beribboned box.

JULES: Here you go, Joe.

Joe opens the box. A wide-brimmed Al Capone fedora. Uproarious laughter from the group.

LEBOW: If you already have one, you can return it.
JULES: Put it on!

Against his will, Joe puts on the hat. More laughter from the group.

CUT TO: EXT. DAY. SUBURBS
Three exuberant tomboys play football on the front lawn of a modest split-level home: TERRY, 13, rebel in a hurry; KERRY, 10, the good girl; and SHERRY, 8, the baby. Terry hikes the ball, drops back to throw... A pass spirals up into the air... where it's intercepted by Joe, who appears out of nowhere.

SHERRY: Daddy, Daddy!

Joe feints, tries to dodge the girls... Then sidesteps...

JOE: I'm out of bounds. Stop! This -- look -- this is out of bounds!

They tackle him anyway. Grab his legs till he topples in a laughing heap.
MAGGIE PISTONE, a pretty, strong-willed blonde in her 30s, emerges at the front door. Smiles at the scene. Then frowns as she realizes --

CUT TO: INT. LATER. LAUNDRY ROOM

Joe stands in his suit jacket and boxer shorts while Maggie tries to remove the grass stains on the pants knees.

MAGGIE: I swear to God, Joe, I have to spray you with Scotchgard every morning.

Joe embraces her from behind.

JOE: What am I supposed to do? Terry tackles like her mother.

He gropes at her. She moves his hands off...

MAGGIE: Illegal holding.

His hands go back to groping. She smacks them....

JOE: Roughing the passer.
MAGGIE: I suppose I should be grateful that it's not blood stains, or powder burns. Like the old days.
JOE: I got some good news today. We're going back to Jersey.
MAGGIE: You're kidding! You got transferred?
JOE: The kids can see their grandparents. Plus it's GS-13. That's two thousand more.
MAGGIE: My God! When did this all happen?
JOE: Just today.
MAGGIE: What aren't you telling me?
JOE: Nothing.
MAGGIE: I know enough about the Bureau that nothing happens this quickly, Joe. Especially if it involves a raise.
JOE: Remember that guy I met at Quantico, that supervisor? Berada? He asked for me. Safe and Hijackings, in New York.
MAGGIE: But this is a desk job, right? (beat) I thought we agreed about you going back on the street again.
JOE: This is different. It's undercover.
MAGGIE: What does that mean, undercover?
JOE: Undercover. You know, undercover.
MAGGIE: Will you come home at night?
JOE: It's a good opportunity.
MAGGIE: Undercover in what?
JOE: An FBI wife doesn't ask, Maggie.
MAGGIE: Will you be home on the weekends?
JOE: It's just six months.
MAGGIE: You waited till this was all decided. You never asked me -- you knew what I was going to say. What do you want from me, Joe?
JOE: I want you to say, 'It's okay'. 'It's great'.
MAGGIE: You finally got to headquarters and now you're going back on the street.
JOE: Don't you understand? I buy a Brooks Brothers suit but there's always a button that comes off or a stain that won't come out -- it's like the suit knows I don't belong in it. I sit in a room with Clarence and the rest of them and the only way I know something's funny is when everyone else laughs. Everything, all day, it's just (gestures) this much off.
MAGGIE: You're as smart as they are.
JOE: I could be a fucking Ph.D. from Harvard and it wouldn't matter -- I cannot win. To do something that's never been done, that they say can't be done, that they can't do -- don't you see? That's the only way I'm ever gonna fit in with them. On my terms.

She looks at him. Smiles. She loves him for who he is, as frustrating as that can be. She embraces, kisses him.

MAGGIE: Well, at least you warned me. Remember? 'Maggie, if you marry me...
JOE: (unison) ...you're in for a big adventure.'

They kiss again. And kiss. Joe kicks the door to the laundry room SHUT behind him.

CUT TO: MONTAGE

-- Present day. The clock at FBI headquarters: 10:07. Hogue rips through the case file. A letter addressed to the Director of the FBI:

BERADA (V.O.): 'To Director: Surveillance and informant contacts to date have been negative...'

-- Joe is ushered through the fluorescent-lit warren that is the bullpen of the New York FBI office. Shakes hands with GUY BERADA, 50s, a Bronx bull with an unlit cigar.

BERADA (V.O.): '...regarding being able to penetrate the conveyance of stolen property by La Cosa Nostra...'

--- Joe lines up at the DMV. FLASH! -- his photo for a driver's license. Now he's DONNIE BRASCO. The name types out:

BERADA (V.O.): ...UCA Joseph D. Piston utilizing the name 'Donnie Brasco'...

-- An FBI computer prints out a "yellow sheet" of his prior arrests for burglary -- "a.k.a. DON THE JEWELER"...

-- In the jewelry district, a Hasidic Jew tutors Donnie, who looks at a diamond through a loupe... Donnie surveys a small apartment with a realtor... Donnie opens a bank account...

BACK TO PRESENT DAY

-- Hogue reads down the budget for the operation...

BERADA (V.O.): '...This would be accomplished by UCA frequenting locations listed below and attempting to engage in conversation and do business with said fences...'

FLASH BACK

-- Donnie sits in Carmelo's drinking club soda and watching basketball. At the other end of the bar, two tough guys play backgammon...

DISSOLVE to another night, another game, another barstool -- closer to the Tough Guys... On the backgammon board, as the pieces move closer to the goal...

DISSOLVE to another night, as Donnie moves closer to the game... On the board again, as the pieces move closer...

DISSOLVE to another night, as Donnie moves closer... And another... On the board, as the pieces move closer, and the hand moving them... belongs to Donnie.

-- Donnie enters his apartment, sparsely furnished with a bed, TV, weight bench and weights... Gets on the phone...

STEVE BURSEY, 30s, Donnie's wiry and wild-eyed contact agent, on the "hello phone" at the FBI office in New York.

BURSEY (to phone): Hello?

CROSSCUTTING...Donnie at a PAY PHONE.

DONNIE (O.S.): Is this Bursey?

Bursey cradles the phone on his shoulder, types...

BURSEY (V.O.): To the file: Contact with UCA on July 7, 1976...

BACK TO PRESENT DAY

-- Hogue reviews surveillance photos of Donnie in Carmelo's...In the Rainbow Room.

BURSEY (V.O.): ...UCA reported no significant contacts...

FLASH BACK

-- Donnie in Separate Tables, a restaurant on Third Avenue...

BURSEY (V.O.): ...no significant contacts...

-- Donnie wanders the aisles at a drug store, searching for a greeting card. Selects one. Match cut to Maggie opening the same card.

Inside it reads, "MISS YOU, LOVE," and no signature.

-- A truck hijacking takes place on an access road to Kennedy Airport.

In a choreographed ballet, the driver gives up the keys to a crew of tough guys... Then Donnie and VINNIE THE FENCE help unload cartons of perfume from the truck...

BURSEY (V.O.): ...UCA purchased two dozen cartons Yves St. Laurent 'Eau My Sin' perfume...

-- Donnie plays backgammon at Carmello's... On the board, as the pieces move closer... Vinnie introduces him to JILLY GRECA, a tough-looking WISEGUY in his late 40s.

BURSEY (V.O.): ...UCA was introduced to Giuliano Greca, a.k.a. Jilly...

-- Donnie opens a carton of WATCHES...

DONNIE: These go for 80 apiece. My end's 20.

BURSEY (V.O.): ...UCA sold 50 Pateau Mitsu Boshi Boeki digital watches...

He hands them to... Jilly. Who inspects them. Takes the carton. Peels off bills to Donnie.

BACK TO PRESENT

-- Hogue, with headphones on, stubs out a cigarette...

FLASH BACK

-- Donnie sits in Hippopotamus... Casa Bella... An after hours joint... The pieces on the backgammon board as they move closer... Donnie collapses heavily on his bed, amidst the spare furnishings of his apartment...

BURSEY (V.O.): ...UCA reported no significant contacts...

BACK TO PRESENT

-- Hogue opens a BUDGET FOLDER...

BERADA (V.O.): New York office requests an extension of six months due to...

FLASH BACK

-- Donnie and Berada at a booth in the Cockeyed Clam, a manila file between them.

BERADA: I got you another six months. I told them it takes time.
DONNIE: Same budget?
BERADA: Same budget. Look, Joe, not that I don't see any movement, but -- do you see any movement? I got my neck out on this.
DONNIE: Whatever it takes, I'm gonna get these bastards.
BERADA: Do me a favor. Just get one bastard.
DONNIE (reads from the file, frustrated): '...no significant contacts...'
BERADA: One other thing. You know how it is with the 'B'. They saw some of the surveillance pictures...
DONNIE: What?
BERADA: They want you to shave the moustache.
DONNIE: I'm undercover!
BERADA: You're still in the FBI. That's the rules.

CUT TO: INT. DAY. CASA BELLA

WINTER -- fog on the windows. Disco plays on the jukebox. Drinking Demitasse in the late afternoon:

BENJAMIN "LEFTY" RUGGIERO, early 50s, gaunt and raspy-voiced, switched-on with nerves, testy and restless. He lights up an English Oval. Sitting around him:
DOMINIC "SONNY BLACK* NAPOLITANO, middle 40s. Fireplug muscles, dyed black hair. Sleepy as a lion after a big meal. Don't fuck with the lion.
NICHOLAS "NICKY" SANTORA, late 30s, teddy bear paunch. Plays the fool.
JOHN "BOOBIE" CERASANI, early 40s, gun-metal hard. All business. Nobody's Fool.

SUPERED BELOW: CASA BELLA RESTAURANT. LITTLE ITALY. 1976.

LEFTY: You can't say to me a Lincoln is better than a Cadillac.
NICKY: It's the better automobile, no question. Head and shoulders.
LEFTY: Geddadaheah. Geddadaheah before you make me mad.
SONNY: Lefty, how you gonna be mad at Nicky?
LEFTY: I ain't mad at him. I'm mad at his stupidity.

AT THE BAR...A man sits, unfolds a newspaper. The bartender looks up--it's Donnie.

DONNIE: Coffee.

BACK ON TABLE

LEFTY: Ain't no comparison. Cadillac got more acceleration, more power, more—better handling, better looking, more legroom for your legs, more power --
BOOBIE: You said that.
LEFTY: Said what?
BOOBIE: More power.
LEFTY: He got me so fucking aggravated, Boobie, I forgot what I said.
NICKY: I'll tell you one thing -- the Lincoln is longer.
LEFTY: Longer what?
BOOBIE: Whaddaya talkin' about? Longer wheelbase?
NICKY: Longer. Like longer. In inches. It's a longer car.
LEFTY: You know something, Nicky, you don't make no fucking sense sometimes.
NICKY: You got two cars. One's longer. All things being equal, the longer car is the one gonna get there first.
LEFTY: Ain't the question all things being equal. One's a Cadillac and one's a Lincoln.
NICKY: The one's longer gets there first. That's scientific fact. (to Sonny) What's better, a Lincoln or a Cadillac?
LEFTY: Why're you asking him?
NICKY: I'm asking him.
LEFTY: Why don't you ask me?
NICKY: I asked you already.
LEFTY: That's right. And I told you there's no comparison.
SONNY: What the fuck are you arguing about? Mercedes got it all over both of them.
NICKY: Fuggedaboudit. Mercedes? That's a Jewish car. They didn't get it enough from the Germans in the war -- now they gotta be robbed by them.

JUDY approaches -- the WAITRESS, early 20s. New to the job. Sonny takes her hand, kisses it.

SONNY: Angel, how about some pastries for the table?

Lefty watches Donnie sipping coffee at the bar. Leans over to Nicky.

LEFTY: Who's that?
NICKY: Don. Don the Jeweler. Jilly brought him around.
LEFTY: Jilly Four Eyes?
NICKY: Not Jilly Four Eyes. You know, Jilly. From Queens Jilly.
LEFTY: He's a jewel guy? He knows jewels?
NICKY: What -- you got a thing to lay off?
LEFTY: Ain't the question, I got a thing. I'm saying, if I had a thing, he could lay it off?
NICKY: Whaddayou got to lay off?

Sonny with Judy as he punctuates his order with kisses of her hand.

SONNY: A little cannoli....(kiss)...Svingi....(kiss)...Zeppole....(kiss)...Sfogliatelli....(kiss)
JUDY: We're out of sfogliatelli.
SONNY: Oh. Then you gotta give me that kiss back.

She giggles, kisses Sonny on the cheek.

JUDY: Can I ask you guys something? You guys are wiseguys, right?
SONNY: What makes you think we're wiseguys?
JUDY: What other grown men would have nothing better to do than sit here all afternoon drinking coffee and nobody says anything?

They all look at each other.

NICKY: We could be cops.

Laughter all around. Lefty steals another look at Donnie as he sits placidly drinking his coffee.

CUT TO: EXT. LATER. LITTLE ITALY

Lefty rummages in the trunk of his Cadillac. Takes out several designer dresses, on hangers. Two cartons of tuna fish. Two large stereo speakers. Rummages some more. Finds a jewel box.

CUT TO: INT. LATER. CASA BELLA

Donnie sips his coffee at the bar, reads the paper. The restaurant is otherwise deserted -- Sonny and the other guys have left. Lefty approaches him.

LEFTY: You Don the Jeweler?

Donnie looks up to the Bartender. The Bartender nods. Lefty reaches in his pocket, produces a five-carat diamond ring.

LEFTY: That's a beauty, eh? That's some beautiful thing.
DONNIE (looks it over, casually) Give it to your wife.
LEFTY: How'm I gonna give it to my wife? I ain't married.
DONNIE: You got a girlfriend?
LEFTY: Yeah. Louise.
DONNIE (gives ring back to Lefty): Marry her.
LEFTY: Are you for real? I'm asking if you want to middle a diamond here. All I want for my end's eight thousand.
DONNIE: I'm saying give it to somebody don't know any better. It's a fugazy.
LEFTY: How can you say it's a fugazy? You looked at it two seconds.
DONNIE: Go ahead, try and sell it, you wanna be a dunsky.
LEFTY (angry): I'm a dunsky? Let me tell you something, my friend -- do you know who you're talking to?

The Bartender, scared -- he knows what Lefty's capable of. Quickly mixes a spritzer.

BARTENDER: Here, Left, have a spritzer.
LEFTY (sputtering): My family, my children -- my mother can hold her head up in any neighborhood in the city when she walks down the block. In all the five boroughs I'm known, fuggedaboudit -- I'm known all over the world. You ask around -- ask anybody about Lefty from Mulberry Street.
DONNIE (calmly): I'm sorry. It was just a misunderstanding. Okay?

Donnie backs off, exits. Lefty takes the diamond out, looks at it -- fumes. The Bartender slides the spritzer over.

BARTENDER: On the arm.
LEFTY (to himself): Fugazy. Fugazy my fucking ass.

CUT TO: EXT. LATER. CASA BELLA

Donnie exhales out his tension -- unwinds from the dicey moment with Lefty. Pulls his collar up against the cold, heads up the block. Takes a last look back inside at Lefty.

CUT TO: INT. LATER. JEWELER

A jeweler, loupe in his eye, examines the diamond.

JEWELER: It's a fake.
LEFTY: This's a fake?
JEWELER: Nothing is what it seems.
LEFTY (takes the fugazy back, pockets it) Because that's what I'm thinking. I thought it was a fake. (beat) It's a good fake, though, ain't it.
JEWELER: It's a very good fake.
LEFTY: That's what I'm saying. I thought it was a fake. That's what I thought.

CUT TO: EXT. DAY. NEW JERSEY — SUBURBS

Donnie drives the big station wagon, Maggie alongside him. The girls in back.

SHERRY: Daddy, will you be home Easter?
MAGGIE: Don't ask Daddy those questions.
SHERRY: Mommy, will Daddy be home Easter?
TERRY: You still believe in the Easter bunny?
KERRY: You're such a snot, Terry.
MAGGIE (to Terry): He'll try his best.
TERRY (to Kerry): Don't look at me. I think it's great he's never home.
SHERRY: Denise in school asked me today what Daddy's job is.
MAGGIE: What'd you tell her?
SHERRY: None of her beeswax.
TERRY: Just tell her he's a salesman on the road a lot. I mean, who cares what he really does?
MAGGIE (stern): You be proud of what your father does. Do you understand me? Your father is an outstanding individual.
TERRY: Jesus. Lighten up. That's not the point.
KERRY: Shut up, Terry.

CUT TO: EXT. LATER. GRANDPARENTS' HOUSE

The station wagon pulls up. The kids run out into the embrace of Maggie's parents. Maggie climbs out, turns.

MAGGIE: You said it was going to be six months, Joe.

CUT TO: INT. DAY. ACERG, INC.

A storefront for fenced goods. Wiseguys play cards, smoke cigarettes. The pay phone rings. Jilly picks it up.

CUT TO: INT. SAME TIME. FBI SAFEHOUSE

A phone line patched into a reel-to-reel tape recorder among rows of tape recorders. Voice activated—it clicks on, unspools...

JILLY (O.S.): Hello?

CUT TO: INT. MORNING. CASA BELLA

Lefty talks on a pay phone. Watches a man, indistinct in the background, sipping coffee at the bar.

LEFTY: He's okay?
PHONE (O.S.): Don the Jeweler? Stand-up guy. Ain't a leech, good earner. Keeps to himself.

RACK FOCUS to Donnie at the bar, sipping coffee. Lefty watches him.

FLASH CUT TO: INT. THE PRESENT. FBI HEADQUARTERS

Hogue listens on headphones.

LEFTY (O.S.): Where's he from?
PHONE (O.S.): California. He's a jewel guy.
LEFTY (O.S.): Where California? L.A.?
PHONE (O.S.): Do you know how fucking big California is? How the fuck should I know? He's a jewel guy.

The clock reads "10:25".

LEFTY (O.S.): Jilly -- he's a stand-up guy, Jilly?
PHONE (O.S.): Look, Left, I said I knew him. I didn't say I fucked him.

Hogue hits fast forward... The tape squeals...

FLASH CUT TO: EXT. THE PAST. CADILLAC

The screech of rubber and the Cadillac logo as Donnie pulls away from the curb in a screaming-yellow Coupe de Ville. Lefty lights an English Oval.

LEFTY: Nice car. (beat) Go to 46th and 1st, I gotta make a collection.
DONNIE: What happened with that fugazy?
LEFTY: Man oh man, I gotta school you, my friend. Di'n't Jilly school you?

The smoke is thick now... Donnie powers down his window.

DONNIE: School me in what?
LEFTY: Donnie, put your window up, Donnie. I' m gonna catch a draft.

Donnie powers his window back up.

LEFTY: A non-wiseguy never asks a wiseguy a question. A non-wiseguy don't even talk to a wiseguy unless the wiseguy talks to him first. Capeesh?
DONNIE: Yeah. I got it.
LEFTY: You don't raise your hands to a wiseguy. You don't mess with his women -- wife or girlfriend or daughter. Just keep your mouth shut -- don't put business on the street.
DONNIE: Follow the rules.

A cab cuts them off. Lefty leans over. Honks the horn.

LEFTY: Cocksucker! Motherfucker cutting you off. (resuming) You gotta have rules. Otherwise, what are we? We're like animals.

He leans over. Viciously honks the horn again. Resumes with one eye on the cab...

LEFTY: Wiseguy has a bag, you pick up the bag. Wiseguy runs a tab, you pick up the tab. Wiseguy is always right -- even if he's wrong he's right. All the way up the line. Connected guy to wiseguy to skipper to boss.
DONNIE: Like the Army.
LEFTY: What?
DONNIE: I said it's like the Army. Chain of command.
LEFTY: Ain't nothing like the Army. The Army, it's some guy you don't know sends you to whack out some other guy you don't know. The Army's a jerkoff outfit.
DONNIE: I mean the same principle.
LEFTY: Ain't the question, Donnie. You see, that's why I gotta school you. Because otherwise you get everything upside down. (beat) You got a girl?
DONNIE: Yeah. In California.
LEFTY: Good. Let her enjoy herself in California.

The cab cuts off Donnie again... And Lefty blows...

LEFTY: Donnie, catch up with that cocksucker.
DONNIE: Which cocksucker?
LEFTY: He cut you off again, (pointing). That fucking -- The cab! That one! Donnie --

Donnie speeds up, chases the cab... Lefty opens the glove compartment. Hits a button and the trunk pops open. A red light. The cab stops. Lefty jumps out of the Cadillac...in the trunk, Lefty pulls out a jack hustles up to the cab.

THE CABBIE, a Pakistani, 30s, oblivious. Then he sees Lefty approach in his sideview mirror.

LEFTY: What's fucking wrong with you? Hah? There's no fucking etiquette of the road with you?

The Cabbie flips a "fuck you" signal with his middle finger...Rolls up his window.

LEFTY: Fuck who? Fuck me?

DONNIE steps out of the Cadillac, running toward Lefty... inside the cab, a nervous passenger gathers her shopping bags...

SMASH!

...as the Cabbie's window caves in... Lefty with the jack...swings down hard on the windshield. From inside, a spider's web of shattered glass. Donnie approaches with worry on his face. The Passenger flees down the block. The cabbie hangs out the window, grabbing and punching at Lefty. Lefty yanks him out of the car.

DONNIE: Left, c'mon. Enough.

Donnie grabs Lefty, trying to pull him off. A driver heckles from a passing car.

DRIVER: Fuck you!
DONNIE: Hey, fuck you!

The Cabbie hangs onto Lefty. Lefty snaps off the cab's antenna, starts to whip the Cabbie with it. The Cabbie bites Lefty. Lefty yelps, backs off. On the accelerator as the Cabbie slams his foot down. The light turns red. The cab fishtails through crossing traffic... The Cabbie trembles with fear, looks in his rear-view mirror as he speeds away.

Watching him ... Donnie and Lefty, as drivers in passing cars shoot looks of disapproval their way. Lefty lights a cigarette.

LEFTY: These fucking guys. They come to this country, they flaunt the rules of the road. They give the 'fuck you' sign to a man in the street...
DONNIE: What kind of bullshit is that?
LEFTY: Fucking sand nigger. I will never fucking understand it. Why is it always the guy who drives a car for a living is the worst fucking driver t there is?

CUT TO: INT. DAY. RESTAURANT

Donnie sits at a bar with a drink. Lefty listens to the OWNER, toughlooking, 30s, as he wriggles.

LEFTY: I just want what's owed.
OWNER: You know, you're not the only guy's owed money.
DONNIE: You didn't wanna pay it you shouldn't've borrowed it.
OWNER: Who's this cocksucker?

Like lightning, Donnie slaps the owner hard -- forehand, backhand. Grabs his collar, belts him hard an uppercut in the solar plexus. The Owner sags to his knees. Nausea in waves. Donnie finds the Owner's wallet in his jacket pocket. Takes the money from the wallet. Peels off a five, stuffs it in the Owner's mouth.

DONNIE: That's for the drink.

CUT TO: INT. LATER. CADILLAC

Cash as Lefty counts it out. Donnie drives through the Lower East Side waterfront.

LEFTY (scolding): Donnie -- why'd you pay for that drink? Wiseguy never pays for a drink.
DONNIE: Okay. I didn't know.
LEFTY: Always on the arm. (chuckles) You scared that guy, though, managgia -- that cracks me up. I got 26 fucking hits under my belt and you're the one he's scared of.

Lefty catches himself -- shouldn't have said that about the hits. Broods a beat.

LEFTY: Hey, Donnie, pull over.

CUT TO: INT. LATER. CADILLAC

Tools out on the front seat. Lefty unscrews the dashboard. Donnie leans in.

LEFTY: Hand me them pliers.
DONNIE: The vise grip or the needle nose?
LEFTY: Fuggedaboudit. I'll get it myself.

He leans out. Takes the pliers. Goes back to work dismantling the dashboard.

DONNIE: I don't know, Left. This is the best car I ever had.
LEFTY: You didn't hear that? That rattling?
DONNIE: I never had any trouble with this car.
LEFTY: Give me a hand with this.

Lefty and Donnie pull off the dashboard. Lefty looks inside. Feels around.

LEFTY (satisfied): It's clean.
DONNIE (getting it): Hey, you got something to say to me, Left, say it to my face.
LEFTY: I ain't saying nothing, Donnie.
DONNIE: You think I got a fucking wire in my car?
LEFTY: Did I say that?
DONNIE: What do you think -- you think I'm a fucking rat stoolpigeon?
LEFTY: You can't be too careful these days. Even the ears have ears. (beat) C'mon. They need some bodies on the street down at Toyland.

CUT TO: EXT. DAY. TOYLAND — LITTLE ITALY

A car pulls up and two prosperous-looking skippers get out -- DOMINICK "BIG TRIN" TRINCHERA, fat and fortyish, and PHILIP "PHILLY LUCKY" GIACCONE, 40s, shrewd eyes behind glasses. They disappear into an unimposing social club. Wiesguys stand guard in the cold outside. Lefty arrives with Donnie in tow.

LEFTY: Nicky, this's Donnie. (they nod) How'd Minx's Magic do in the fifth?
WISEGUY #1: He lost.
LEFTY: How could he lose?
WISEGUY #1: What the fuck does he give a fuck? He's a horse. You're the one that's out ten grand.
LEFTY: Fuck! Now I gotta bet another dime Sunday just to get to where I was yesterday.

Red cowboy boots move up the block... They belong to ALPHONSE "SONNY RED" INDELICATO, 50s, barrel chest. With him, his son, ANTHONY BRUNO INDELICATO, 20s, pale and balding, coked out.

LEFTY: (aside, to Donnie) Fucking Sonny Red.

Sonny Red stops, confronts Lefty.

SONNY RED: (nods to Donnie) Who's this?
LEFTY: This's Donnie, a friend of mine.
BRUNO: Just stand there and look dangerous, friend.
LEFTY: (proud) Yeah, he does look dangerous, don't he?

Bruno snorts in disgust as he and his father move along.

LEFTY: Sonny Red, everything's a beef with him, him and Bruno, that son of his.
DONNIE: He don't look so dangerous himself.
LEFTY: Ah, he's a stone degenerate, he's coked-up half the time. Like all these fucking kids nowadays.

A huge Lincoln pulls up. Bodyguards jump out of the car. And CARMINE "LILO" GALANTE, 69, fat and bald, huge cigar, emerges from the Lincoln. Awestruck, all watch as, surrounded by wiseguys, Galante disappears into the club. Lefty watches, stubs out his cigarette. Turns to Donnie.

LEFTY: The boss.

CUT TO: EXT. SUNSET. ROOF

Lefty tends to the pigeon coops on his roof, Donnie alongside him. LOUISE, early 30s, a good-looking woman in stretch pants, brings Lefty a spritzer.

LOUISE: Here you go, Bennie. You sure you don't wanna spritzer, Donnie?
DONNIE: No thanks, Louise.
LOUISE: You change your mind, I'm downstairs.

She heads downstairs. Donnie turns back to Lefty.

LEFTY: Not for nothing, but... how'd you know that was a fugazy?
DONNIE: Jewels are my business. If I buy a fugazy, I lose. I hate to lose.
LEFTY: That's a good business, jewels? Good money in it?
DONNIE: Pretty good.
LEFTY: You keep your nose clean, be a good earner, listen to what I school you -- there ain't a crystal ball big enough for what we could do.
DONNIE (off pigeon): Did you know there used to be falcons in New York?
LEFTY: They got everything in this fucking city.
DONNIE: Peregrine falcons. They lived across the river.
LEFTY: In Queens?
DONNIE: In the Palisades.
LEFTY: The Palisades is Jersey, Donnie.
DONNIE: I'm saying that's why there's so many pigeons now. The falcons used to hunt 'em and kill 'em off.
LEFTY: I love these fucking pigeons. I'd die before I'd let anybody touch these pigeons.
DONNIE: Those falcons could read a newspaper from a mile up.
LEFTY: A bird could read the newspaper?
DONNIE: I'm saying their eyesight.
LEFTY: Hey, Donnie -- you got a couple hundred, Donnie? I got some things I gotta take care of.
DONNIE (reaches into his wallet): What do you want, two hundred?
LEFTY (leans over, peers into his wallet): Whaddaya got there, three hundred? Gimme three hundred.

Donnie hands over the $300 -- empties his wallet. Lefty takes it, folds it into a roll. Puts the hundred on the outside...

LEFTY: Don't be carrying your money in a wallet no more. Wiseguy got his money in a roll, like this. Beaner on the outside.
DONNIE: You're the boss.
LEFTY: I'm not the boss, Donnie. The boss ends up dead or in jail. Why the fuck would I want to be the boss?
DONNIE: It's just an expression.
LEFTY: And shave off that moustache. That's against the rules.
DONNIE: Hey, Left, if it's okay, I'm gonna run. I'll see you tomorrow.
LEFTY: Do I gotta school you in everything? Tomorrow's Mother's Day. Wiseguys don't work on Mother's Day.

CUT TO: INT. NIGHT. THE COCKEYED CLAM

Donnie sits with Berada as he reads over some documents.

BERADA: Benjamin Ruggiero. a.k.a. 'Lefty,' 'Lefty Guns,' 'Lefty Two Guns.' A couple of bullshit cases, never did time.
DONNIE: This is way beyond what we talked about -- fences and hijackers. This is a made guy. Do you know what that means? There's only maybe 3000 made guys in the whole fucking country.
BERADA (smiles): It means you're in, kid.
DONNIE: Can you believe it -- a made guy? (muses) A very peculiar made guy.

FLASH CUT TO: INT. THE PRESENT. FBI HEADQUARTERS

Hogue reads a memorandum. LeBow on the phone.

BERADA (V.O.): ...In light of the above contacts, we request an additional six months...
HOGUE: Berada's the guy who ran this?
JULES: I took over when he retired.

LeBow covers the receiver with his hand.

LEBOW: The surveillance is in place at the church hall.

CUT TO: EXT. DAY. CHURCH HALL — NEW JERSEY

A large reception hall adjoining a Catholic church. Sounds of a big band tuning up inside. Up the block..."MA BELL" repair van parked by a telephone pole. FBI #1, in the guise of a telephone linesman, climbs the pole...

CUT TO: INT. SAME TIME. SURVEILLANCE VAN

An FBI tech team monitors listening devices. An array of surveillance photos and mug shots as they're spread over a small table. TECH #1 looks with binoculars through one-way glass.

TECH #1 (to phone): ...By tonight we'll have a guy inside...

CUT TO: INT. SAME TIME. FBI HEADQUARTERS

LeBow covers the phone, turns to Hogue.

LEBOW: They're gonna put in one of our guys as a busboy tonight.
JULES: Who?
LEBOW: I don't know.
JULES: I want to know. If we're gonna put a guy inside, I want it to be one of our best guys.

LeBow goes back to the phone. Hogue turns to Jules.

HOGUE: I want to talk to Berada.

FLASH CUT TO: INT. THE PAST. PISTONE HOME

Donnie shaves his moustache in the bathroom. Sounds of the front door unlocking and then closing downstairs.

MAGGIE (O.S.): Joe?
DONNIE: Up here.

ON MAGGIE as she heads up the stairs...

MAGGIE: I had no idea you were coming home. I'm supposed to go to the movies tonight with the Grants.

She enters the bathroom as he wipes the shaving cream off his face. He looks up, half his moustache shaved off. Her face falls.

MAGGIE: Oh, Joe, don't -- (beat) Forget it.
DONNIE: What's the matter?
MAGGIE: I liked your moustache. It's the only thing I liked about this thing of yours.
DONNIE: Well, what do you want me to do now?
MAGGIE: I want you to ask me.
DONNIE: You could've said something.
MAGGIE: What would you suggest I do -- tell Berada to get a message to you that I like your moustache?
DONNIE: That's not the point.
MAGGIE: I have to ask you about every frigging thing.

She jockeys for room at the mirror to put on her makeup.

DONNIE: Maggie, I'll be two seconds.
MAGGIE: They were supposed to pick me up five minutes ago.
DONNIE: You're going to the movies with the Grants?
MAGGIE: Why don't you come?
DONNIE: The last thing I want to do tonight is go to the movies with the Grants.
MAGGIE: I'm not canceling.

Agitated, he starts to compulsively organize the medicine chest, the shelves.

DONNIE: Where is everybody? I didn't say anything? I'm sure I said something.
MAGGIE: Joseph -- I think I'd remember.
DONNIE: Well, they should be home anyway. What time is it?
MAGGIE: Sherry's sleeping over at Mom's, she's teaching her how to sew. Kerry's at choir practice.
DONNIE: Where's Terry?
MAGGIE: She's with her boyfriend. (off his rearranging) Leave my stuff alone.
DONNIE: What boyfriend?
MAGGIE: Kenny. What are you worried about? I was 14 when we started dating.
DONNIE: That's what I'm worried about.
MAGGIE: He's a nice kid. Nice family. He's on the wrestling team.
DONNIE: I'm sure he is. I'm sure he's practicing his takedowns right now.
MAGGIE: Maybe I'll shave my head next time -- see how you like it.

A car horn honks outside. Donnie's rearranging grows more agitated...

DONNIE (angry): I expect you to have some sense of priorities. I put a roof over your head. I put clothes on everybody's back. I put gas in the car.

Maggie grabs his wrists... He wrestles her off.

MAGGIE: Leave my stuff alone.
DONNIE: I give you whatever I can give. What I can't give you is a moustache. I don't have a choice. I have to shave the moustache.
MAGGIE: I don't give a shit about the moustache. But if you're gonna live your life however the fuck you want then let me live mine.

She storms out. He balls up a towel, hurls it against the wall.

CUT TO: INT. NIGHT. PISTONE HOME—BEDROOM

Maggie sleeps. Donnie, wide awake, stares at the ceiling. Hears an engine. A car door...4:32 A.M. on the clock. He gets up. Looks through the blinds. Sees his daughter Terry as she kisses her boyfriend good night.

DONNIE'S POV

Terry kisses and kisses... And kisses... Falls back onto the hood of the car and slides down it. Donnie senses that he's losing control of his family.

CUT TO: INT. DAY. FBI HEADQUARTERS

Hogue looks up at the clock...12 NOON...A tape plays on the TAPE RECORDER...

LEFTY (O.S.): Hello?
DONNIE (O.S.): Left? Donnie. I'm just checking in.
LEFTY (O.S.): Where you been, Donnie? You gotta check in.
DONNIE (O.S.): That's what I said. I'm checking in.
LEFTY (O.S.): Did you see the paper?
DONNIE (O.S.): I just woke up.
LEFTY (O.S.): How come every morning you're reading the paper except this morning?
DONNIE (O.S.): I just woke up, Left.
LEFTY (O.S.): Fuggedaboudit. You better fucking get down here.

Click! And a dial tone...

CUT TO: INT. DAY. CADILLAC

The front page of the New York Post -- a photograph of Carmine Galante, his cigar still clenched in his teeth, sprawled bloody, dead in a Brooklyn restaurant. Under the headline..."RUBOUT"

Lefty folds the paper in disgust, lights an English Oval -- even more jumpy than usual. Donnie drives Lefty's Cadillac across the Brooklyn Bridge.

LEFTY: The Boss gets whacked. The fucking boss -- you don't even know the fucking boss exists until he gets whacked, and then your whole fucking life gets turned around.
DONNIE: Where're we going?
LEFTY: Brooklyn. I got sent for. (mutters) The boss gets whacked. Another thing I get left out of.
DONNIE: What does that mean, you got sent for?
LEFTY: What do you think it means? I got sent for by Sonny Black. I'm telling you, I'm sick with this.
DONNIE: Sonny Red?
LEFTY: Did I say Sonny Red? Not Sonny Red. Sonny Black. (gestures) And don't ride the brake. Don't drive my Cadillac the way you drive your car.
DONNIE: How do you know what he wants?
LEFTY: That fucking Sonny Black. I know him. He gets upped to skipper, first thing he's gonna do is go out and buy a big fucking Mercedes.
DONNIE: They should up you before they up Sonny Black.
LEFTY: It's his reward for whacking the boss. Do I have to explain every fucking thing to you?
DONNIE: I thought you and Sonny Black were friends.
LEFTY: If you ever whacked a guy, Donnie, you wouldn't ask such stupid questions.
DONNIE: I whacked a guy once.
LEFTY: When?
DONNIE: In an argument.
LEFTY: An argument don't count. (derisive) An argument -- you whack your wife in an argument.
DONNIE: I'm just saying.
LEFTY: Ain't the question. Don't say you know when you don't know.
DONNIE: It could be anything Sonny sent for you for.
LEFTY: I got sent for, Donnie. With this thing, you go in alive and you come out dead. And the one that kills you is your best fucking friend.

Lefty lights another cigarette. Donnie powers the window down a crack. Lefty glares at him. Donnie powers the window back up.

CUT TO: EXT. DAY. TEE MOTION LOUNGE — BROOKLYN

Donnie drives up Withers Street. Pulls up to a three-story building in a working-class neighborhood. Lefty takes a last drag of his cigarette, climbs out.

LEFTY: Anything happens, make sure Louise gets the Cadillac.

CUT TO: INT. DAY. MOTION LOUNGE

Nicky and Boobie play gin. Neil Diamond's "Love on the Rocks" plays on the jukebox. Lefty enters.

NICKY (sings): 'Love on the rocks, ain't no surprise.' Look't this hand. This ain't a hand. This's a deformed fucking Creature of the Black Lagoon fucking claw.
BOOBIE: Left.
NICKY: Left. 'Love on the rocks, ain't no surprise.' (to Boobie) Ming'! I knew you was gonna grab that!

Lefty, white with fear, sits down with his back to the wall.

NICKY: 'Love on the rocks, ain't no surprise.'
BOOBIE: It ain't no fucking surprise neither.
NICKY (laying out cards): Gin.
BOOBIE: Nicky, that ain't gin.
NICKY: Geddadaheah, that's gin.
BOOBIE: You got two sevens.

Boobie shows him his cards.

NICKY: Whaddaya mean I got two sevens? I know I had three sevens.
BOOBIE: From now on we play the honor system. You don't even show me your hand.

CUT TO: EXT. DAY. MOTION LOUNGE

Donnie sits in the car. Drums his fingers on the wheel. Thinks... then reaches behind himself -- unsnaps the holster strapped to his belt, holding his combat knife. Climbs out of the car. Up a couple of steps. And through the door...

CUT TO: INT. MOTION LOUNGE

...into the Motion Lounge. Nicky and Boobie shoot wary looks at him. Lefty turns to them.

LEFTY: It's okay. He's a friend of mine.

Lefty glares at Donnie -- accuses him with his eyes: who told you to come in here? Donnie sits down -- something in the placid atmosphere that tells him: this is how it happens. Nicky peers over as Boobie writes on the scorepad.

NICKY: You giving me credit for that?
BOOBIE (slides him the scorepad): Fine. You keep score.
NICKY: I don't know how.
BOOBIE: How the hell can you play gin if you don't know how to keep score?
NICKY: I'm a natural.

The flush of a toilet...as Sonny emerges from the bathroom, reading a slip of paper. Crumples it, throws it in the trash.

SONNY (complaining): Two hundred in action and we came out with 35. That fucking Bootshe runs that book like an old lady. That's gonna change. (off Donnie) Who's this fucking guy?
BOOBIE: He's with Lefty.
SONNY (to Lefty): C'mon. Let's go take a ride. (to Donnie) You too.

Donnie and Lefty share a look of fear.

CUT TO: EXT. DAY. MOTION LOUNGE

They emerge. Parked in the back -- a brand-new Mercedes. Lefty looks at it. Turns to Donnie.

LEFTY (mutters): What the fuck did I tell you?

Sonny unlocks the car.

SONNY: Hey, Left -- ride up front with me.

CUT TO: INT. DAY. MERCEDES

Sonny drives on the Long Island Expressway. Lefty in the front seat, edgy. Boobie and Nicky flank Donnie in back. He glances nervously at them. Sizes them up.

SONNY: Ain't this beautiful, the ride on this?
NICKY: Hey, Sonny -- can't you drive any faster? I got a date tonight out in Jersey.
SONNY: Which broad is this?
NICKY: This is the one from the calendar. Remember that calendar I showed you? Miss Pennzoil Air Filter of 1976.

Sonny and Boobie mime holding two big breasts.

SONNY AND BOOBIE (unison): CHE MENNEL.
NICKY: That's the one.

Lefty, nervous, pulls down the sun visor. Looks at Boobie in the mirror.

SONNY: Hey, Left, what'cha doing?
LEFTY: Just checking my part.
SONNY (chuckling): Ah, Left -- what am I gonna do without you? (to Donnie) What would you do without this guy, hah, kid? You'd have to find yourself a new goombah.

Lefty getting very nervous...

NICKY: That was something about the boss, wasn't it?
SONNY: We all gotta go sometime.

Lefty, terrified, looks at Boobie again. Boobie nods. Donnie watches this... Thinks: what to do?

CUT TO: EXT. DAY. KENNEDY AIRPORT

They walk from the parked Mercedes toward a freight hangar. The scene is otherwise deserted. Lefty nervous, lights a cigarette. Planes periodically roar overhead.

NICKY (sings): 'Love on the rocks, ain't no surprise.'
LEFTY: Sonny, what is this? We glomming something?
SONNY (opens the door): After you.

Lefty walks into the darkness... A terrifying silence...Then -- RRRRROAR!

CUT TO: INT. HANGAR

The lights come up. A pale and shaken Lefty looks straight into the eyes of a lion cub as it growls. A bluff freight handler holds the lion on a leash.

LEFTY: Christ. I think I shit my pants.
FREIGHT HANDLER: It was supposed to go to some animal dealer. Fuck him. I'll tell him it got lost.
SONNY: Look, Left, he likes you.

The cub nuzzles and sniffs at Lefty.

LEFTY (to Lion): Get the fuck outta here.
SONNY: That's for you, Left. For your birthday. Better late than never.
LEFTY: That's why you sent for me?
SONNY: Yeah, why? Whaddayou think, you was gonna get whacked? (laughing) Lefty thought he's gonna get whacked!
NICKY (laughing): What a pisser!
SONNY: What, over that 175 grand you owe down in Little Italy? Don't worry, chooch. (hard) Now you owe it to me.

CUT TO: EXT. NIGHT. THE MOTION LOUNGE

Donnie, Lefty and the Lion pile into the Cadillac. Sonny, Nicky and Boobie wave as they drive off.

CUT TO: INT. NIGHT. CADILLAC

They drive back to Manhattan, the Lion growling in the back seat. Lefty turns around.

LEFTY (to Lion): Jesus Christ -- shaddup already!
DONNIE: He's hungry, Left,

CUT TO: INT. NIGHT. WHITE CASTLE

"Home of the Square Hamburger." Lefty and Donnie approach the counter.

LEFTY: Forty hamburgers.

CUT TO: EXT. NIGHT. WHITE CASTLE

Donnie and a melancholy Lefty sit on the hood of the Cadillac, throwing hamburgers to the Lion.

LEFTY: Thirty years, there ever was a piece of work to be done -- call Lefty -- I never complained. But do I get upped? They passed me by. Sonny Black gets upped. I don't get fucking upped.
DONNIE: At least you got Louise.
LEFTY: Sonny Black has four broads don't add up to Louise. You got a girl?
DONNIE: Yeah. I told you, in California.
LEFTY: That's a good thing. One broad's enough. She's a good woman, Louise. My son Tommy, she's more of a mother to him than my ex-wife, that bitch. (beat) My own fucking son's a junkie, you believe it?
DONNIE: You should give him a smack in the mouth once in a while.
LEFTY: Believe me, I got bruises on my hands. My daughter, Janet -- 28 years old, she ain't married. My daughter Francine, she's out in California. She ain't married. I'm telling you, Donnie, I gotta worry 24 hours a day. A woman like Louise, I can't do right by her -- I ain't got three bucks in my pocket. I got cancer of the prick. My ex-wife, she still lives in the building. I see her on the stairs, I gotta have three spritzers just to calm down.
DONNIE: What do you mean, cancer of the prick?
LEFTY: Cancer of the prick. Oh, yeah, you didn't know that? Fuggedaboudit. I'm in the medical books with that.
DONNIE: I never heard of that.
LEFTY: I ain't a mutt -- 30 years busting my hump, for what? Sonny Black they up to skipper. Do I get upped? I'm like Claude Rains -- I'm the Invisible fucking Man.
DONNIE: You know, Left, not for nothing, but six hours ago you thought you's gonna get whacked.
LEFTY: Ain't the question, Donnie. Did I say I was gonna get whacked?
DONNIE: No.
LEFTY: Don't say you know when you don't know, Donnie. You don't know.
DONNIE: I don't know 'cause you don't tell me. How come you didn't tell me about that money you owe?
LEFTY: Fuggedaboudit. You know what the vig is on that? That fucking Blackstein is gonna have the arm on me every fucking week.
DONNIE: Maybe I could help you out.
LEFTY: I'll tell you something -- I went in front of all the skippers, Sonny Red and Philly Lucky and all of them. I went on the record with you. You know what that means?
DONNIE: I don't know.
LEFTY: You don't?
DONNIE: I do?
LEFTY: You got no fucking idea, my friend. I'm your man now -- Jesus Christ can't touch you because I represent you.
DONNIE: You and me, Left.
LEFTY: I got Louise and I got you.

They toss hamburgers to the Lion, the White Castle beside them, lit bright against the bleak urban landscape.

CUT TO: INT. DAY. PISTONE HOME

A party for Kerry's confirmation. A priest hobnobs with Donnie's extended family. Uncle Bob arrives, looks for Kerry.

UNCLE BOB: Where's Kerry? (finding her) Kerry, that's the prettiest confirmation dress I've ever seen.

Terry sulks in a corner. Maggie enters with a tray of cookies.

UNCLE BOB: Is Joe here?
MAGGIE: He's on the phone.

The cheery hubbub subsides as the noise of Donnie's hollering crescendoes in the next room...

DONNIE (O.S.): I don't give a fuck, Left!... What the fuck do you want me to do?... I don't give a fuck what that motherfucker says -- you believe him or me?

Awkward looks all around. MRS. PISTONE, 60s, Donnie's MOTHER, sidles up to Maggie.

MRS. PISTONE: Who's bothering Joseph?

CUT TO: INT. NIGHT. PISTONE BEDROOM

Donnie sleeps. Maggie lies awake.

MAGGIE: I want a divorce.
DONNIE: There hasn't been a divorce in my family back to Julius Caesar. Divorce someone else.
MAGGIE: I'm serious.
DONNIE: Maggie, I'm tired. Go to sleep.
MAGGIE: Will you see a therapist?
DONNIE: It's just another six months.
MAGGIE: I can't sleep for six months, Joe.

CUT TO: INT. DAY. OFFICE

SHELLY BERGER, late 40s, flannel shirt, earth shoes -- PSYCHOTHERAPIST -- sits with Donnie and Maggie.

MAGGIE: ...He comes home at all hours of the night, without announcing when or why, or where he's been for three weeks. Or three months. Then he expects everything to be just the way he wants it. He vacuums the entire house. Do you know another man who vacuums? It's abnormal. Of course, he expects the girls to drop their lives when he shows up...
DONNIE: I'm their father, Maggie. I ring that doorbell I expect them home.
MAGGIE: They think it's a Jehovah's witness. (to Berger) You'd think he'd tell me where he goes or what he's doing --
DONNIE: That's for your own protection.
MAGGIE: Ha! (to Berger) I know he's cheating on me --
DONNIE: I don't have to listen to that bullshit.
MAGGIE: No, why don't you just leave? That's what you're good at.
BERGER: Please just listen without saying anything -- that's the task for today. Otherwise you just replay the old pathology. (beat) Maggie, you were talking about Joe's disappearances.
MAGGIE: I never go out anymore. What couple wants to go out with a third wheel? Even when he's home it's not like we have any friends any more.
BERGER: So you resent him for expressing your autonomy needs?
MAGGIE: Yes, I resent him.
BERGER: For expressing your autonomy needs.
MAGGIE (unsure): Yes.
BERGER: And you, Joe -- what do you think you're running from?
DONNIE: I ain't runnin' from nothin'.
MAGGIE (mimics): 'I ain't runnin' from nuttin'. The man I married was a college man. (to Berger) Sorry.
BERGER (resuming, to Donnie): Being the distancer forces Maggie into the role of the pursuer. That gives you a feeling of power. Simultaneously you resent Maggie for expressing the very intimacy needs that in your own life you've --
DONNIE: I'm an undercover agent for the FBI!
MAGGIE: I didn't marry the FBI, Joe.

He writes on a pad. Donnie tries to peek at what he's writing.

BERGER: Okay. I want you to split the week in half. Monday, Wednesday and Friday are Joe's intimacy days. Tuesdays, Thursdays, and Saturdays are Maggie's. On your day, you make one intimacy request. Your partner agrees in advance to meet it. Whatever it is.
DONNIE: What's that -- an intimacy request?
BERGER: An intimacy request. Like 'Rub my back,' or 'Help me work out this problem with the kids.' Odd day, even day, Sunday's off. (beat) And masturbate. I recommend it, for both of you. It's a good way to blow off stress.

CUT TO: INT. EVENING. CADILLAC

Donnie drives. Maggie sulks, looks out the window.

DONNIE: Can I ask you something?
MAGGIE: NO.
DONNIE: How much is this costing?

Maggie doesn't say anything.

DONNIE: Okay, Maggie -- I want you to answer my question. This is my intimacy request.
MAGGIE: A hundred dollars.
DONNIE: That was a hundred dollars?
MAGGIE: That's what I said, Joe.
DONNIE: A hundred dollars. And how many of these do you think we'll need?
MAGGIE: I don't know.
DONNIE: One hundred dollars.
MAGGIE: Is this still your intimacy request? Because otherwise I'd rather not discuss it anymore.
DONNIE: I gotta work a ten hour day risking my life to make a hundred dollars!
MAGGIE: Who are you risking your life for? Not me, Joe.
DONNIE (mincing): 'Will you rub my back'? Va'a'fonabola.
MAGGIE: You're an animal.
DONNIE: You know what my intimacy request is for him? It's very intimate. He can take that bill he's gonna send me and shove it up his ass.
MAGGIE (starts to punch him): You're an animal! Animal!

Donnie tries to fend her off while he drives. The car swings wildly. Approaching the opposite way...a tractor trailer. Donnie swerves. The car tumbles off the road onto a soft shoulder. Maggie continues to hit at Donnie. He wrestles with her.

MAGGIE: I hope (punch) those guys you're hanging out with (punch) are laying you (punch) because I'm (punch) not anymore!

He looks at her. She looks at him. And they kiss passionately grappling in the front seat... He grabs her. Pulls her toward him. Realizes that she is encumbered by something. She deftly unhooks the belt. Kisses his neck...

MAGGIE (under her breath): Do it.

But he's not buying.

DONNIE: Maggie -- who told you to wear a seat belt?
MAGGIE: What?
DONNIE: It's a simple question. You never wore a seat belt before, Maggie.
MAGGIE: Wait a minute -- is this -- you think I'm having an affair?
DONNIE: I didn't say that. It's interesting that you would say that, though.
MAGGIE: You're right -- I'm secretly seeing a man who wants me to 'Buckle Up for Safety'. We have three children, Joe -- remember them? One of us has to play it safe.

She slams out of the car...out onto the shoulder with cars whipping by... Donnie chases after her.

DONNIE: I just asked a simple question. You're the one that brought it up with the affair.
MAGGIE: Bullshit. It's so frigging ironic that you'd think I'm up to something. My nights are homework and basketball games. What are your nights?
DONNIE: You know what I'm doing.
MAGGIE: I don't know a goddam thing.
DONNIE: I'm doing the job. That's the job.
MAGGIE: I live like a widow, Joe. That's the only way I can deal with this, with the photographs and memories and our children, and I go on with my life. Like you're already dead.
DONNIE: It's for your own protection.
MAGGIE: It's not protecting me -- it's killing me.

CUT TO: INT. NIGHT. PISTONE HOME

Maggie sleeps. Donnie lies awake.

DONNIE: When did you all of a sudden from nowhere start saying, 'Do it', Maggie?
MAGGIE: What? Go to sleep.
DONNIE: 'Do it.' You never said that -- 'Do it'. You never talked that way before.

CUT TO: INT. MORNING. PISTONE HOME

Kerry wakes up to an odd groaning and whining noise...downstairs...Donnie compulsively vacuums the living room.

CUT TO: INT. LATER. PISTONE BEDROOM

Bursey installs a special black phone. The girls watch with Donnie.

BURSEY: This is a New York number -- it patches through to here.
MAGGIE (flutters through wearing a sweatsuit): I'm sorry to run out, honey. I have an aerobics class. Take care of yourself.

She gives him a peck on the cheek, exits. Donnie turns to the girls...

DONNIE: That's a special phone. You don't call on it. You don't answer it. Nobody touches that phone under any circumstances. Understood?
TERRY: Jawohl, Herr Commandant!

Terry gives Donnie a Nazi salute. Goosesteps out of the bedroom.

DONNIE: Hey. Hey!

Donnie chases her a couple of steps. She hurtles down the stairs. Slams out the door. Donnie turns back. Bursey shrugs, continues to install the phone. Kerry and Sherry indict him with their eyes.

Exit the bedroom.

CUT TO: INT. MORNING. CADILLAC

Donnie drives through a driving rain. Looks in the rear-view mirror. Gets suspicious. Turns. A car turns with him... following him. Donnie tense...he turns again. Again, the car follows. Donnie looks again in the rear-view mirror. Something familiar about that car...turns again. A scowl of recognition plays across Donnie's face. And he goes cold... Approaching an intersection...yellow light. Donnie slows, then speeds through the intersection as the yellow light goes red... Checks his mirror—the other car is stuck at the light. Inside the other car...it's Maggie. She smacks the steering wheel in anger.

MAGGIE: Fuck you. Fuck fuck fuck you.

FLASH CUT TO: EXT. THE PRESENT. FBI HEADQUARTERS

A helicopter whips across the familiar face of Washington, D.C. Lands on the roof of FBI headquarters. FBI men, including Marshall, rush to meet it. Emerging from the chopper -- it's Berada. Indomitable black eyes burn in a face grey with illness.

CUT TO: INT. DAY. FBI HEADQUARTERS

Berada, surrounded by suits. Hogue paces with documents.

HOGUE: $9,000 for miscellaneous -- miscellaneous what?... A $22,000 car... $40,000 for X-rated videotapes?

FLASH CUT TO: INT. THE PAST. THE COCKEYED CLAM

Donnie meets with a younger Berada.

BERADA: ...I got an agent down in Florida, Fred Calvin -- I got my finger in the dike and he's got his thumb up his ass. A million bucks in it and Calvin's got nothing.
DONNIE: Meanwhile three years I've been undercover and I can't get a fucking two thousand dollar raise.
BERADA: Joe --
DONNIE (correcting him): Donnie. Call me Donnie -- I don't wanna get confused.
BERADA: We've been through this. To get a raise you gotta go up to supervisor grade.
DONNIE: I supervise my prick. Not even three years -- three and a half years.
BERADA: GS-14 is supervisors. That's the rules.
DONNIE: Fuggedaboudit.
BERADA: Now what the hell's this about porno tapes?
DONNIE: I need 40 grand, I gotta middle some porno tapes.
BERADA: Forty grand for porno tapes?
DONNIE: You'll get it back. It's nothing. Half of them are for fags.
BERADA: Oh, that makes me feel much better. You don't watch it, you're gonna be back in the buckets listening to the Bulgarians all day.

FLASH CUT TO: INT. THE PRESENT. FBI HEADQUARTERS

Berada addresses Hogue from his wheelchair.

BERADA: He has to do some not-so-nice things, sir. He's not undercover in the Camp Fire Girls.
HOGUE (reading): 'UCA requests four handguns, preferably .38 caliber, to assist in a bank robbery'?

CUT TO: INT. THE PAST. THE COCKEYED CLAM

DONNIE: You take out the firing pin. The guns don't work. What the fuck are you worried about?
BERADA: NO.
DONNIE: Why not?
BERADA: How'm' I gonna explain that to Washington?
DONNIE: Hey, Guy, you have to explain this to Washington, that's your fucking job. For me to do my job I need the fucking guns.
BERADA: There's no procedures for this.
DONNIE: I don't give a fuck about the fucking procedures. You think (gestures) they have fucking procedures? Hah? I want the fucking guns and I want the fucking money. Understood?

Berada stares at Donnie, frightened. On his face we see his doubts about what's happening to Donnie.

FLASH CUT TO: INT. THE PRESENT. FBI

BERADA: You guys said no to the guns. I don't see why it's coming up now.
LEBOW: There's a 209 that says Sonny Black might get hit tonight. And Joe would get hit as one of his crew.
BERADA: What does Joe say?
MARSHALL: We don't know where Joe is.
BERADA: What do you mean -- you lost him?
HOGUE: Didn't you think at any point that this was getting a little out there?
BERADA: Everything in this operation was a judgement call, sir. And we relied on his judgement. He was the one in the field.
HOGUE (with documents in hand): These requests have your name on them. Why the hell did you go ahead with this?

CUT TO: INT. THE PAST. THE COCKEYED CLAM

DONNIE: Santo Trafficante -- how long's he been the boss of Florida? You could put his head on your wall. (Berada thinks) If I go down to Florida and vouch for this jerkoff, whatever his name is --
BERADA: Fred Calvin.
DONNIE: Every door in Florida will open for this guy Calvin like it was on ball fucking bearings. But I want the guns. The money. And no more fucking bullshit.
BERADA: Don't talk to me like you're talking to them, Joe.
DONNIE: Donnie.
BERADA: Joe.
DONNIE: Don't waste my time. With all this bullshit about procedures, you'll do whatever it takes to get these guys. Same as me.

Berada mulls it over a beat.

BERADA: You really think we could get Trafficante?

Donnie gets up. Turns.

DONNIE: If I vouch for this guy and he fucks up -- I'll put a bullet in his fucking head.

Donnie exits. Berada worries that this is getting out of hand.

CUT TO: INT. THE PRESENT. FBI HEADQUARTERS

Berada stares at Hogue, stone-faced.

BERADA: There was never any moment when I thought Joe or the operation was out of control, sir.

CUT TO: EXT. THE PAST. MOTION LOUNGE

A lion in winter. Lefty in his overcoat, the Lion on its leash. A cold drizzle falls. The Lion stops, sniffs at an automobile. Lifts a leg...pees on the tire. Lefty, embarrassed, looks around. Neighbors watch from windows -- some amused, some disapproving. The Lion moves to the next car...Sniffs. Pees on the tire. And then to the next...Sonny's Mercedes. The Lion sniffs. Lefty tugs on the leash. The Lion resists, sniffs some more. Lefty tugs harder. The Lion lifts its leg... Lefty yanks on the leash -- the Lion roars. Lefty drags the Lion into the Motion Lounge.

CUT TO: INT. DAY. MOTION LOUNGE

Donnie takes a football bet on the pay phone.

DONNIE: We got the Colts giving two and a-half. Yeah, (writing) nickel on the Colts.

INSIDE...Sonny presides over a board meeting of the Sonny Black Corporation. Nicky, Boobie and other wiseguys -- including BOOTS and LEGS -- pore over crumpled scraps of paper. Sonny makes notes in a little spiral notebook. Donnie joins them.

BOOBIE: We had that load of jeans -- remember? Two hundred grand on that...

The Lion shakes its mane, sprays water over everyone.

NICKY: Va'fangool', all over everything! Lefty -- how'm I gonna read this?
LEFTY: That'll teach you to improve your penmanship.

Lefty lays a parking meter out on a card table. Picks up a sledge hammer.

BOOTS: There's that guy that's making the Quaaludes for us.
DONNIE: What're we selling that for? I know a guy I think I could off them to.
NICKY: Sixty cents apiece. I think it's 60. Is it 60?
BOOTS: We're doing a dime a week.

WHAM! ... an echoing clangor as Lefty whacks at the parking meter with the sledge hammer.

SONNY: If you're holding out on me, Boots, I'm gonna chop you up.
BOOTS: I ain't holding out. It's ten grand a week. That's it.
SONNY: It should be 25. (to Boobie) You ever off that load of sunglasses?

Boobie nods, gives thumbs up.

NICKY: Bullshit, Boobie.
BOOBIE: I did so, Nicky.
NICKY: Who you gonna lay off 18 cases of sunglasses to?
BOOBIE: I laid it off... to the same guy I heisted it from. (to Sonny) Twenty-five grand.

Sonny writes in his notebook. WHAM! Another deafening smash at the parking meter.

SONNY: Will you stop it with that?
LEFTY: How else'm I gonna open it? Open sesame?
SONNY: What are you gonna get out of that, Left? Fifty bucks?
LEFTY: Ain't the question.
SONNY: You know, you guys -- you don't fucking think. I'm the skipper now -- I gotta answer. Sonny Red's got 75 million alone just with that trucking company out in Jersey and I got fifty bucks of fucking dimes.
LEFTY: A score's a score.
SONNY: You're like a bunch of fucking niggers on welfare.
DONNIE: What about Florida? I know a guy down there, he has some vending machines he's trying to move.
LEFTY: Let him move them to New York.
DONNIE: Plus he has a club down there. He's looking for partners that can give him peace of mind.
SONNY: You know this guy?

WHAM! Another bang at the parking meter. Lefty glowers at Donnie. A look that says: shut up.

DONNIE: I knew him ten years ago, in Baltimore. He was okay then.
SONNY: Where in Florida? The Beach?
DONNIE: Tampa.
LEFTY: For your information they got their own outfit down there and their own boss.
LEGS: Santo Trafficante.
LEFTY: Thank you.
NICKY: All the economy's moving down there, Florida, 'cause of the Oil Crisis. I heard it on the news.
BOOBIE: The economy gotta be good for there to be good moneymaking for crooks.
LEGS: Who can get a fucking thing going in this fucking city? It's 5000 wiseguys all chasing the same nickel.
NICKY: Hey, Sonny, maybe we could do something with Disneyworld down there. Wiseguy Mountain. Wiseguys of the Caribbean. Everybody fucks Minnie Mouse up the ass. Can you imagine? (gestures) You grab her by those big fucking ears --

Uproarious laughter from the group. Then suddenly -- Sonny explodes in a rage. He stands up, throws his chair, knocks over the card table.

SONNY: You think this is a fucking joke? Hah? One day I'm gonna die, and I'm gonna be in this same fucking room, with these same fucking guys, talking about these same fucking scams that never amount to anything, and that's how I'll know I got sent to fucking Hell.

Sonny storms out. The guys sit, look at each other. Some dazed. Some calculating. Boobie picks up the toppled table.

BOOBIE: We better start earning or somebody's gonna get clipped.

Then Sonny returns. Pale and shaken.

SONNY: I can't even imagine it. What kind of people -- in broad fucking daylight -- what kind of a world --
NICKY: What happened?
SONNY: They stole the Mercedes.

CUT TO: EXT. DAY. MOTION LOUNGE

The guys file out. Stare at the empty space where the Mercedes used to be.

CUT TO: EXT. NIGHT. LAGUARDIA AIRPORT

From the runway, as a jetliner takes off...

CUT TO: INT. NIGHT. AIRPLANE

Nicky and Boobie play Gin in the second row of the first class section. Their girlfriends sit beside them. Sonny snoozes behind them on the shoulder of Judy, the waitress we met at the outset. Lefty and Donnie sit along the opposite wall, in the smoking section.

LEFTY: Donnie?
DONNIE: What?
LEFTY: Why'd you inject that, Donnie, with Florida?
DONNIE: I didn't inject anything, Left.
LEFTY: You injected that. Don't tell me no. I know you, Donnie, you don't say nothing unless there's a reason for it.
DONNIE: I don't know, Left. I was just bullshitting around.
LEFTY: Listen to me, Donnie. I swear on -- I don't know which to swear on, my dead father, my mother, who I love, my children -- I swear to you, something's going on that you don't know about.
DONNIE: I know.
LEFTY (flaring): That's the problem is, you don't know.
DONNIE: You don't explain it to me.
LEFTY: You think you can trust Sonny Black? Sonny Black is one big fat fucking snake in the, uh, uh...
DONNIE: Snake in the grass.
LEFTY: You can't say that, Donnie. Sonny Black is the skipper. You don't open your mouth about him.
DONNIE: I was agreeing with you.
LEFTY: Ain't the question. Now you're responsible for this. And because I represent you I'm responsible -- for the whole fucking Magilla fucking Gorilla I'm responsible.
DONNIE: What are you so upset for? This could be great.
LEFTY: I die wit'cha, you understand? You walk on a chalk fucking line, Donnie. I got two grenades at home -- I'd blow up Mulberry Street, you did something wrong.
DONNIE: I'm not gonna do nothing wrong.

CUT TO: INT. DAY. KING'S COURT

Cracked leatherette and gaffer's tape. Topless dancers move greyly through their paces, ignored by the scattered customers. Donnie watches through the glass of a phone booth.

DONNIE (to phone): I'm in Florida.
MAGGIE (O.S.): What are you doing in Florida?
DONNIE: What do you think I'm doing? I'm working.

DONNIE 'S POV...as a dancer bends over, waggles her bare butt...

MAGGIE (O.S.): It's twelve degrees here.

INSIDE........FRED CALVIN, a.k.a. "CALVINO", late 30s, beefy and bluff, tours Lefty through the club. Shows him the lockers behind the bar...

CALVINO: You run it as a 'bottle club,' members only -- keep your own liquor in the lockers, pay for setups. That way there's no liquor license.
LEFTY: What kind of name is that, 'Calvino'?
CALVINO: Napolitan'. (resuming) Banquet room, six tennis courts, swimming pool in the back...
LEFTY: You gonna put any money in this?
CALVINO: First class all the way, Left -- that was my original plan. Then the minute I opened the joint I discovered I had partners -- these goombahs. 'Gimme two hundred.' 'Gimme three hundred.' I said, 'Hey -- I got a wife for that!'

Lefty shoots him a withering look.

LEFTY: Wait here.

Inside the phone booth......Donnie watches Lefty approach.

MAGGIE: It's Terry's Sweet Sixteen on Friday. Did you forget?
DONNIE: No, I didn't forget.
MAGGIE (O.S.): Are you going to be here?
DONNIE: I'm gonna try. Look, Maggie, I gotta go.
MAGGIE (O.S.): Because it's less disappointing if you'd just say so.
DONNIE: I'll be there, okay? I gotta go. Bye.

Donnie moves to hang up. Remembers. Puts the phone back to his mouth...

DONNIE: I love you.

...into a dial tone. Lefty lights an English Oval as Donnie emerges.

DONNIE: So whaddaya think?
LEFTY: I hate Neapolitans. You vouch for this guy, Donnie?
DONNIE: Like anybody else. I knew him ten years ago, he was okay then.
LEFTY: What kind of man begrudges his wife?
DONNIE: Look, I'm just making the introduction. You make the decision.

Lefty looks around. Smiles.

LEFTY: You imagine -- we have our own joint down here?
DONNIE: It's up to you, Left.
LEFTY: I just gotta sit down with the man down here.
DONNIE: You know him? Trafficante?
LEFTY: Fuggedaboudit. All over the world I'm known. (getting an idea) Like a yacht. We gotta take him out on a yacht, have a drink, relax, then he knows these are men of men he's dealing with.
DONNIE: I know a broad down here, her brother has a boat. Big fucking yacht.
LEFTY: Get that boat, Donnie. Stay away from the broad.

Calvino joins them.

CALVINO: Hey -- who's the best looking guy in Florida?

He slaps a hundred dollar bill to his forehead.

CALVINO: Me!

He laughs, puts his arm around an unamused Lefty.

CUT TO: EXT. DAY. THE TAHITIAN

Sonny broods by the motel pool. Judy and the other girlfriends sit across the way. Quiet in the heat. Boobie rubs suntan oil on himself. Nicky reads his paper. Lefty and Donnie arrive in their street clothes.

SONNY (morose): Broad daylight. I still can't get over it. You have to ask yourself -- what kind of people? They take a Mercedes -- a man's private property, they take it right off the street.
BOOBIE: Sonny, fuggedaboudit. It's over.
SONNY: I don't know what the world's coming to. I honestly don't.
NICKY: Ever since they got rid of the death penalty, the whole fucking society's going down the tubes. Like I'm watching the news last night --
SONNY: Hey, Lefty, why didn't you bring Louise?
LEFTY: Don't equate Louise with them broads, Sonny. I bring Louise when you bring your wives.
SONNY (shouts): Hey, Judy -- come over here and give everybody a blow job.

Judy gives him the finger. Sonny smiles, turns to the others.

SONNY: Isn't she spunky?
NICKY: I'm watching the news last night. I'm lying there in bed and I see these guys from Iran, and these guys are whipping themselves.
LEFTY: Who?
NICKY: Iranians. You imagine? They whip themselves, with whips.
SONNY: Lot of broads into that.
LEFTY: Geddaddaheah, Nicky -- whipping themselves. I never heard of that.
NICKY: Donnie, am I right?
DONNIE: What?
LEFTY: How come you're asking him? How come you don't ask me?
NICKY: You just said you never heard of it.
LEFTY: That's right. I never heard of such a fucking thing.
DONNIE: It's like part of their religion, Left. It's called self-flagellation. They think it'll bring them closer to God.
BOOBIE: I'd like to bring them closer to God.
SONNY: You see how smart he's getting, Donnie, reading that paper?
NICKY: That's what they oughtta do. Send over a bunch of wiseguys. Put a gun in your pocket, straighten them right out.
LEFTY: Nicky, why'd I wanna go to Iran?
NICKY: I'm saying you gotta be strong with these people.
LEFTY: Don't tell me where I go and don't go.
NICKY: We didn't have these problems with Nixon. And there was law and order in the streets.

Donnie watches as the group offers a unanimous amen with their eyes.

SONNY (to Lefty): Everything check out with the club?
LEFTY: Yeah. (to Nicky) I ain't got three dollars in my pocket, Nicky, I'm gonna go to Iran?
NICKY: Fuggedaboudit.
SONNY: The man down here says okay?
LEFTY: I'm taking care of it. I gotta reach out -- in a month I'll come back and sit down with the man.
SONNY: He knows who you are?

ZZZZH! the whir of an autowinder and a black-and-white freeze frame...

LEFTY: Fuggedaboudit, Sonny, the world I'm known.

ZZZZH!

NICKY: You are not known in Iran.

And another freeze frame. Boobie gets up, dives in the pool and another freeze frame.

CUT TO: INT. NIGHT. SAFE HOUSE

A nerve center set up in a hotel suite. FBI agents with headphones listen to wiretaps, bustle in and out. Donnie, exhausted, sits with Bursey and Jules.

DONNIE: I need a boat. Lefty loves boats. He wants something special to show off for Trafficante.
BURSEY: Anything else?
DONNIE: Yeah. What happened to my expense check? It's gotta be three months already.

Bursey gets called to the phone, approaches.

BARBARA JONES, 30s, a PROSECUTOR,

JULES: Joe, this's Barbara Jones. She's an assistant US Attorney.
DONNIE: Donnie. Call me Donnie. (to Jules) I gotta get reimbursed, Jules. It's fucking ridiculous.
JONES: We're missing bits and pieces on a lot of these cases. On the loansharking --
DONNIE: Donnie Brasco has the worst fucking credit rating in the history of the Mafia.
JONES: Like I was saying, with the loansharking -- we have to get somebody on tape with what the rate of interest is.

Bursey covers the phone.

BURSEY: Does Sally Paintglass report to Nicky?
DONNIE: Not Nicky. Nicky Cigars.
BURSEY (to phone): Not Nicky. Nicky Cigars.
DONNIE: Miss Jones, how many do I have solid?
JONES: Indictments? I don't know. Fifty. Sixty.
BURSEY (calling out): Who's Nicky Glasses?
DONNIE: Nicky Glasses. Little Nicky.
JONES: Joe --
DONNIE: Donnie. Call me Donnie. I don't wanna get confused. (to Jules) What about the club? When's it gonna be ready?
JULES: It'll be ready when you come back down.
DONNIE: You gonna spend any money to fix it up or is it gonna stay a dump?

Bursey moves to the coffee machine. Jules sits with Donnie, hands him the tape recorder. He sticks it inside his cowboy boot.

BURSEY: You want some coffee, Joe?
DONNIE (correcting him): Donnie.
JONES: The loansharking predicates are very specific. It's really important that you focus on these things.
DONNIE: What about the boat? I need that fucking boat. You know, I ask Berada to do something and he just says, 'Done'.
JULES: Maybe that's why he's in the hospital.
JONES: The state says twice the lawful rate. Can you get that on tape?
DONNIE: Just get me that fucking boat, okay?

Bursey rejoins them, stirring his coffee.

BURSEY: They got that boat down here on that other investigation -- whatchamacallit. Big fucking yacht.
DONNIE: Perfect.
BURSEY (laughing): The agents dress up as Arab sheiks trying to bribe Congressmen. You think that'll ever amount to anything?

CUT TO: EXT. NIGHT. MARINA

Lefty talks to a captain, 50s, topsiders and cutoffs.

LEFTY: Five grand for that bucket for one day?
CAPTAIN: Just listen to me --
LEFTY: I listen to my prick. How can you say five grand?
CAPTAIN: You don't want it, don't rent it.

Lefty looks up. Doubletakes. Lefty's POV...as he looks down the dock, where Boobie meets with two Colombians by a cigarette boat. He hands them a paper bag full of cash to the Colombians. They hand him a briefcase. Lefty backs into the shadows. Watches, troubled, as Boobie climbs into his car, drives away.

LEFTY: What the fuck is he up to?

CUT TO: EXT. MORNING. TAMPA AIRPORT

The guys head toward the terminal, followed by Calvino, burdened by their luggage. He lumbers like a pack-animal.

SONNY: Left, you wanna take care of the bags? We'll be in the lounge.

Sonny heads inside with Nicky and Boobie. Lefty looks around.

LEFTY: Where's that fucking redcap?

Lefty wanders off, looks up the block. Calvino stands on the curb with Donnie. Looks up and down. Doubletakes.

CALVINO (aside): Oh, Jesus -- that's Hollman, Joe.

"Joe." Rage flickers almost imperceptibly in Donnie's eyes. Calvino's POV...HOLLMAN, 50s, a sharply-dressed lawyer, climbs out of a Mercedes. Moves to the trunk, opens it.

CALVINO: He'll make us for sure. He was the USDA with --
DONNIE (hard): Shut up and calm down. I'll take care of it.

Lefty rejoins them.

LEFTY: Now listen to me, Fred -- you listening to me?

Calvino's POV......Hollman helps his wife out of the car. Shuts the door... The redcap shows up. Starts ticketing the bags.

LEFTY: Just get that club fixed up. Anybody says anything, you just tell them to have their people get in touch with your people in New York.

Hollman drops his bags in line behind our guys. His wife fishes in her pocketbook for the tickets...

LEFTY: Mulberry Street. Ask for Lefty.
CALVINO: Okay, Left.
REDCAP (to Lefty): Excuse me, sir -- your tickets?
LEFTY (ignoring Redcap): When we come back down, we'll sit down with Who's Who and straighten everything out.
HOLLMAN (to Lefty): Excuse me -- he needs your tickets.

And then he... recognizes Donnie.

HOLLMAN: Joe?
DONNIE (ignores him, to Calvino): Help this fucking guy put the bags up on the cart. You got the tickets, Left?
HOLLMAN (persisting): Joe Pistone?

Lefty's suspicion rises. Hollman moves to take Donnie by the elbow. And Donnie WHIRLS on him.

DONNIE (angry): Hey, buddy -- what the fuck are you selling?

Calvino pretends to struggle with Hollman on the ground and whispers discreetly yet forcefully...

CALVINO: He's working. Keep your mouth shut.
HOLLMAN (understands, gets up slowly): I'm sorry -- I thought I recognized you.
DONNIE (to Lefty): Get a load of this guy. The oldest fucking scam in the book. Pretend you recognize someone and meanwhile his partner here takes your wallet, (to Wife) He fuck you, honey, or does he just thieve with you?
HOLLMAN: That's my wife.
MRS. HOLLMAN: C'mon, honey.
DONNIE: Hah? with his fucking pencil prick?
HOLLMAN (ironic): My mistake.

She draws him away. They move toward the terminal.

DONNIE (after them): 'Cause if he ain't fucking you, honey, come up to First Class. We got two toilets up there.

Calvino gives the bag to a REDCAP. Looks in his wallet.

DONNIE: Fucking guy pissing up my leg.
LEFTY: Relax. You're gonna bust a blood vessel.
DONNIE: You can't even go to the fucking airport any more without some fucking Hare Krishna or somebody puts his hand in your pocket.
CALVINO (to Lefty): You got change for a twenty?

Lefty takes the twenty, gives the REDCAP two dollars. Keeps the twenty.

LEFTY: Send the tickets for me and Donnie. We'll come back down in a month.
CALVINO: Sounds good to me. (about the twenty) Hey Left --

But Lefty's already on his way inside. Donnie lingers a beat.

CALVINO: I wanted change from a twenty. He took the twenty --
DONNIE (quietly but menacingly): You ever call me Joe again I'll cut your throat.

CUT TO: INT. NIGHT. PISTONE HOME — MINNESOTA

The door unlocks, and Donnie tiptoes into the house. The middle of the night. Goes into the kitchen for a snack. Opens the refrigerator. A birthday cake, half-eaten, with the words, "HAPPY SWEET SIXTEEN, TERRY" iced on top. He missed the party.

DONNIE: Shit.

CUT TO: INT. NIGHT. TERRY'S ROOM

Terry lies awake. A shaft of light hits her face as Donnie opens the door.

DONNIE: Terry? You awake?
TERRY: Yeah.
DONNIE (sits on the bed): I'm sorry I missed your party.
TERRY: It's okay. Uncle Bob flew in.
DONNIE: I'm not the kind of guy that breaks his promises.
TERRY: That's what Mom said.
DONNIE: I'm sure that's only part of what Mom said.
TERRY: That's between you two.
DONNIE: What'd she say -- she wants a divorce? That's just her way of blowing off steam.
TERRY: She was worried something happened to you.
DONNIE: Nothing's gonna happen to me, Terry. Nothing's gonna happen to us -- I won't let it. Okay?
TERRY: Look, I understand. It's your job.
DONNIE: I'm doing the right thing. I know it's a sacrifice. It's the same thing I always tell you kids -- do your best, work hard, never quit. That's how I live my life. I just had no way of knowing it would go this far.
TERRY: It was just a birthday party, Dad. You don't have to go through this big apology.
DONNIE: You're getting grown-up now. I want you to understand.
TERRY: Half the kids in school don't have fathers.
DONNIE: You have a father, Terry.
TERRY: That's not what I meant.
DONNIE: Maybe I'm not there for the good times, but I'm there if you need me.
TERRY: I know that, Dad.
DONNIE: It's just another six months.

"Another six months." That phrase. Like a knife in her heart.

TERRY: Whenever. It's no big deal.
DONNIE: Come here. Give me a hug.

Terry sits up, hugs her father. Struggles against the tears. And loses.

TERRY (sobbing): I hate you. I'm sorry. I hate you so much.

He takes this like a blow. Hugs her tighter.

CUT TO: INT. MORNING. PISTONE HOME

Donnie convenes a family meeting over breakfast. Terry, Kerry and Maggie sit, sullen, around the kitchen table. Sherry runs down the stairs, sits down.

SHERRY: Sorry I'm late.
DONNIE: Okay. I called this family meeting because there's something we have to talk about. I know what I'm doing involves a lot of sacrifice from everyone, but this is something patriotic for the country that you can all be proud of. (beat) I called the meeting because we're gonna have to move.
TERRY: I'm not moving.
DONNIE: This isn't a democracy, Terry. This is a dictatorship. And that's my decision. It's getting too dangerous.
MAGGIE: Well, I don't want to move either, Joe. Move where?
DONNIE: There's too many people here who know us.
MAGGIE: Those people are known as 'friends,' Joe. You told me when we started this that we'd be moving back close to the family. That was the deal.
DONNIE: We're moving to Minnesota and changing our name to 'Anderson'. That's the deal. It's done.
SHERRY: 'Anderson'? Yeeccch...
TERRY: Fuck that. I'm staying here. I'll live with Kenny.
DONNIE: That language is unacceptable, young lady. You sit down.

Terry gets up, walks out. Maggie gets up, too.

MAGGIE: Well, Mr. 'Anderson', you've topped yourself. Where'd you get that name -- 'Father Knows Best'?
DONNIE: Where are you going? Don't you want to discuss this?
MAGGIE: Apparently there's nothing to discuss. I'm going to get the mail.
KERRY: What about our friends?
DONNIE: You'll make new friends.
SHERRY: We're not in the FBI, Dad.
DONNIE: Minnesota's great. Lakes and everything. We can get a nice piece of land there. Maybe we can even get a horse.

Maggie comes back inside, reading the mail. Flips a letter to Donnie.

MAGGIE: You know the US government? The one you're doing this patriotic work for, that we can all be proud of?
DONNIE: What's this?
MAGGIE: The IRS. We got audited.

CUT TO: EXT. DAY. TAMPA HARBOR

A magnificent hand-built 75-foot motor yacht docked at the marina. Lefty beams, arms folded in satisfaction, beside Donnie. Sonny, Nicky, Boobie and the girls arrive, carrying coolers. They marvel at the boat.

NICKY: Left, that's some fucking boat.
SONNY: Cozz'. That's beautiful.

Judy gives Lefty a kiss. He blushes.

LEFTY: Sonny -- lookit what the name is. That's like my name.

Sonny looks at the stern. Emblazoned across it: "THE LEFT HAND"

SONNY: That's some fucking irony, ain't it?
LEFTY: That's hand-built in Taiwan, that boat.
BOOBIE: What is that, half a million?
LEFTY: Fuggedaboudit. There's one thing I know, it's boats. This's gotta be a million dollars, this boat. (gestures toward boat) Go ahead. Get comfortable. I'm gonna wait for the man.

Sonny and the others head toward the boat. Lefty turns to Donnie.

LEFTY: Can you imagine this? I'm gonna sit down with the boss. Remember that day when we were freezing our nuts off, watching all of them going to sit down with the boss?
DONNIE: Sonny Red and all them big puffers.
LEFTY: In New York I never sat down with the boss in my life. This was a great idea I had, Florida.
DONNIE: Hey, Left.

Donnie nods toward the parking lot. Lefty looks, sees a Lincoln Town Car pull up.

LEFTY: That's him. That's Trafficante.

Lefty jogs up the dock as STEVE DISALVO, 40s, Trafficante's enforcer, emerges from the Lincoln.

DISALVO: You Lefty?
LEFTY: Nice to meet you, Mr. Trafficante.
DISALVO: This's Mr. Trafficante.

Lefty turns as SANTO TRAFFICANTE, 70s, a feeble old man with a pork pie hat, is helped from the car by his entourage of Florida wiseguys. He and Lefty shake hands.

LEFTY: That's the boat I arranged for you, Mr. Trafficante. We got a full bar, every kind of music, telephone, everything. You want anything -- anything you want -- you just ask Lefty.

Trafficante peers down the dock through thick prescription sunglasses.

TRAFFICANTE: Which one's Sonny Black?

FLASH CUT TO: INT. NIGHT. FBI

Hogue looks at large color surveillance photos of "The Left Hand" as it tools around Tampa harbor. As the party progresses, Sonny Black and Trafficante split off and move to the bow. Then Donnie joins Sonny and Trafficante. Sonny introduces them...OVER THIS......taped dialogue from the group in the stern, with seagulls, surf, and the sounds of a party...CLOSE ON -- Hogue as his face turns grim...HOLD ON -- surveillance photo as Donnie shakes hands with Trafficante.

HOGUE: An FBI man shaking hands with the boss of Florida? Did it ever occur to anyone that that is simply not possible?
JULES: Score one for our side.
HOGUE: What makes you so sure he's on our side?

FLASH CUT TO: EXT. THE PAST. BOAT

Sonny and Donnie stand in the bow, look out over the water.

SONNY: You can live your life like a man down here. I bet if you took my blood pressure right now it'd be down one hundred per cent. Sonny Red's got Jersey and we got Florida, and Florida's better than Jersey, right?
DONNIE: He can stick Jersey up his ass.
SONNY: This is a great idea I had, Florida.
DONNIE: Once Lefty arranged it with Trafficante --
SONNY: Fuggedaboudit. What Lefty don't understand is guys like Trafficante, their day is done.
SONNY: A 70 year old brain can't compare with guys like us, because where he's got like 20 more years experience in his day, we got 50 more years in our day. And we're living in our day. Capeesh?
DONNIE: Simple arithmetic.
SONNY: Like with jeans, who had the idea with jeans and now look how much money they're making?
DONNIE: Some young guy.
SONNY: Lefty's a dynamite-guy, no question. But you know, the thing with him is... he's trying to help you but he hurts you. He gets those two or three wines in him...
DONNIE: You just gotta take it with a grain of salt.
SONNY: The books open up in December, I'm gonna propose you. You know what that means?
DONNIE: Fuggedaboudit. Be a made guy? That would be unbelievable.
SONNY: What I'm saying is this. You don't have to report to Lefty no more. From now on you can report to me.

CLOSE ON -- Donnie as he calculates the advantages and dangers of his new offer...IN THE STERN....Lefty broods, nurses a spritzer. Watches Donnie with eyes full of anger and resentment. Boobie sidles up to him.

BOOBIE: Can I ask you something? Did you get this boat or did Donnie get this boat?
LEFTY: Some broad down here he used to know, it belongs to her brother.
BOOBIE: He knows a lot of broads, Donnie.
LEFTY: If Donnie had a dollar for every broad of all his broads, he could buy the fucking boat himself.
BOOBIE: If Donnie's got so many broads, how come we never seen none of them?
LEFTY: He uses them broads like Kleenex. He won't spend a dollar to take a lady out.
BOOBIE (drinks, takes a beat): You ever notice Donnie'll buy guns from you, if you're offing guns, but you never see him be the one offing guns?

Lefty thinks a beat.

CUT TO: INT. NIGHT. TAHITIAN

Donnie takes off his cowboy boots. Takes the Nagra out of his boot Rewinds the tape. Plays it.

DONNIE (O.C.): I just got some things I gotta take care of, back in the city.
SONNY (O.S.): When you come back, you represent me in Florida.

He snaps it off. Hides it back in his cowboy boot.

CUT TO: INT. DAY. LAGUARDIA AIRPORT

Donnie and Lefty wait with the crowd at the baggage carousel.

LEFTY: I'm telling you, it's good to be back in New York. That fucking Florida baked everybody's brain. When Sonny gets out of the fucking sun he's gonna realize what a miserable fucking idea you had.
DONNIE: How long's he gonna stay down there?
LEFTY: Do I know? (resuming) I never saw so many old people in my life. Who the fuck wants to go to Florida? Sometimes you are one stupid cocksucker, Donnie.

Donnie flares at the word "cocksucker." Their POV as Lefty's suitcase moves toward them. Donnie doesn't budge.

LEFTY: Donnie -- that's my bag, Donnie. Donnie --
DONNIE: Nobody calls me cocksucker. Understood?
LEFTY: You get that fucking bag.
DONNIE: I'm not getting it.
LEFTY: Pick it up.
DONNIE: NO.
LEFTY: Pick up the fucking bag.
DONNIE: No fucking way, Left.
LEFTY: Don't think you got the wool over my eyes, Donnie. I watch you siding up to Sonny Black.
DONNIE: That's got nothing to do with it.
LEFTY: Now you're on your fucking high horses.
DONNIE: I got no fucking loyalty to Sonny Black. That ain't the issue.
LEFTY (off bags): Donnie -- that's the other one!
DONNIE: Nobody calls me cocksucker.
LEFTY: For your information I'll call you whatever the fuck I want. I call you cocksucker. I call you motherfucker. I call you, uh, uh...

Other passengers start to clear them a wide berth...

DONNIE: You're the fucking cocksucker. Huh? You fucking cocksucker -- how does it feel?
LEFTY: Fuck. My fucking knife's in the bag.
Lefty chases after the suitcase...
DONNIE: Go ahead, Left. Fucking whack me. Stab me. Right in the fucking baggage claim.
LEFTY: You pick up that bag, Donnie.
DONNIE: Whack me! Because you know what? You make me so fucking mad I'm gonna whack you and then I'm gonna get whacked for whacking you anyway!
LEFTY: You can't call me cocksucker, Donnie.
DONNIE: I ain't picking up the bag.
LEFTY: You pick it up.
DONNIE: I ain't.
LEFTY: You pick up that bag, Donnie.

CUT TO: INT. LATER. LAGUARDIA

Donnie and Lefty stand alone by the carousel, arms folded, as their suitcases go around.

DISSOLVE TO: INT. NIGHT. PISTONE HOME — MINNESOTA

Terry and Kerry and their new boyfriends make out on their parents' bed. Limbs writhing in adolescent lust. Then a ring...The Lefty phone by the bedside. They stop, watch it ring. Then Terry's hand moves toward the forbidden phone. This close...

KERRY: Terry!

CUT TO: INT. NIGHT. LEFTY'S APARTMENT

Lefty slams the phone down. Sits with a huff in his chair. Louise brings him a spritzer.

LOUISE: Here you go, Bennie.
LEFTY: Did Donnie call today?
LOUISE: No. I don't know when's the last time I heard from him. Is he out of town?
LEFTY: Shut up, Louise.

On Louise, hurt -- Lefty doesn't talk to her that way. She exits. Lefty, frustrated, turns on the TV.

CUT TO: INT. NIGHT. JAPANESE RESTAURANT

A Japanese maitre d' greets Sonny, Donnie, Nicky and Boobie at the door.

MAITRE D': Good evening. Please step this way.

The Maitre d' ushers them inside. Donnie lingers behind, nervous...

NICKY: My wife says it's very in, Japanese. She heard it on John Gambling. Very big now.

The Maitre d' stops them.

MAITRE D': Please to remove your shoes.

Donnie's cowboy boot with the Nagra in it....The Maitre d' waits for Donnie's shoes, gestures...Donnie thinking fast...

DONNIE: Get a load of this guy. (to Maitre d') How about you take off your fucking pants?
NICKY: That's part of the thing of it, Donnie. You take off your shoes and sit on the floor.
DONNIE: I'm not taking my shoes off for this guy.
MAITRE D': I'm afraid is necessary.
SONNY: C'mon, Donnie. Just take off your fucking shoes and let's eat.
BOOBIE: What's the big deal?
DONNIE: Hey, Boobie, who won the fucking war?
SONNY: Donnie -- I'm hungry and I ain't in the mood.
DONNIE: I ain't doing it.
SONNY: Take off your fucking shoes or I'm gonna chop off your fucking legs.
MAITRE D': Is house rule.
DONNIE: I grew up an orphan because my Dad took a fucking bullet in Okinawa, and I'll lose my boot up his fucking asshole before I'll take orders from fucking Mr. Moto here.
MAITRE D': Is house rule.
SONNY: I wanna fucking eat, Donnie.
MAITRE D': Rule of house.

The moment of truth. DONNIE blows.....grabs the Maitre d' and rams him through the doors of the men's room.

CUT TO: INT. MEN'S ROOM

Donnie and the Maitre d' go at it. The little guy's game, quick and tough. Then the other swarm inside. And the massacre begins. Fists and kicks crunch down on the Maitre d'. Donnie in with them -- excited by the fray, the adrenaline rush. He kicks the Maitre d' hard... The Maitre d' screams...

CUT TO: INT. THE PRESENT. FBI

Hogue listens to the tape... Donnie's hard breathing... The Maitre d's screams... The thuds of Donnie's kicks...

FLASH CUT TO: INT. THE PAST. MEN'S ROOM

Nicky takes a roll of quarters. Holds it in his fist, punches hard across the Maitre d's brow. Blood torrents from the gash... Blinded by the blood, the Maitre d' swings wildly...Boobie slips on the blood and falls into the puddle... Sees the stains on his slacks... In a rage now... Boobie grabs a garbage can, swings it at the Maitre d', who sinks in a heap, unconscious. The guys continue to kick at him...CLOSE ON -- DONNIE...as he backs away, appalled by the explosion of violence -- and his part in it.

FLASH CUT TO: INT. SAME TIME. FBI

Photos of the Maitre d', bloodied and bruised, taken at the hospital afterwards. Hogue inspects them. OVER THIS...the tape plays...

BOOBIE (O.S.): How many times I gotta tell you, Nicky? The head bleeds like a motherfucker.
NICKY (O.S.): Try club soda. Sometimes that works, club soda.
BOOBIE (O.S.): Goddam Brioni suit.

Hogue, appalled by what he's hearing...

HOGUE: This is what the FBI does? You're telling me this is the fucking FBI?
BERADA: You think Joe went over to the other side?
HOGUE: I think that's a question worth asking, don't you?
BERADA: Ask him the fuck yourself.
HOGUE: From everything we know what he did is simply not possible. Then you look at the guns and the porno tapes and (with photos) this. That is not the behavior of an FBI agent. I listen to those tapes and that is not the speech of an FBI agent.
JULES: I'm tired of defending what we did. You're so sure he went over the other side? Maybe we should fucking arrest him.
LEBOW: We should pull him out, is what we should do.
JULES: We don't even know where the fuck he is, Clarence. Remember?
BERADA: Joe's a seducer. He seduced them.
HOGUE: Well, maybe he fucking seduced you.

The clock on the wall reads "9:30." The phone rings. Jules grabs it. Listens a beat. Turns to the others.

JULES: The guy inside spotted Sonny Black at the wedding. Donnie's with him.

CUT TO: INT. SAME TIME. CHURCH HALL

FBI #2, in the guise of a busboy, pours water. Keeps an eye on our guys at a remote table, amidst several hundred guests. AT THE TABLE...Our guys, dour and nervous, sit with their wives. Donnie with a blonde bimbo.

SONNY: What kind of a fucking table is this? We're in fucking Siberia with this table.

Red cowboy boots approach beneath tuxedo pants. Sonny Red, accompanied by his son Bruno and Big Trin, claps Sonny Black on the back.

SONNY RED: I heard you was down in Florida.
SONNY: Yeah, you know -- take the sun. I didn't want to come back.
SONNY RED: You got friends in Florida?
SONNY: They're very friendly down there, the people.
SONNY RED (pinches Sonny's cheek): Nice color you got. Red!

Bruno and Big Trin laugh uproariously. They move on as our guys look daggers their way.

SONNY: I gotta go to the John.

Sonny gets up. All the guys get up with him. Follow Sonny to the John. Sonny Red watches them from his table. Then looks up. His POV.....of the FBI "busboy" as he clears the salad dishes... Sonny Red whispers something to Bruno.

CUT TO: INT. SAME TIME. FBI HEADQUARTERS

Hogue turns to LeBow.

HOGUE (covering phone): You're sure the informant said tonight?
LEBOW: The hit's going down tonight.
JULES: In about two fucking minutes they're gonna start getting suspicious about that surveillance van.
HOGUE (to phone): Anything from the guy inside?
JULES: We have a guy inside, sir -- Joe's the guy inside. And clearly he doesn't think there's a problem.
LEBOW: He can't stay undercover forever. If it's not now, it's next week. Or next month.
HOGUE (to phone): If they leave, stay with them.
JULES: Are you out of your fucking mind? A fucking New Jersey telephone repair van in the rear-view mirror all the fucking way to Brooklyn? Why don't you just put a bullet in his head?

CUT TO: INT. SAME TIME. BATHROOM

Boobie and Donnie enter first, hands ready by the guns in their cummerbunds. Check all the stalls. Nicky posts himself by the door and Sonny enters with Lefty. Sonny goes into the stall. Closes the door behind him.

NICKY: I heard the zips went in with Sonny Red.
BOOBIE: The only ones in with us is us.

Vile noises emanate from the stall. The guys stand around, awkward, nervous, watching.

LEFTY: Christ, Sonny -- what'd you eat for lunch?
SONNY: Judy.

The guys laugh. Then flinch as the door opens... Hands at their guns... PHILLY LUCKY holds his hands up, palms up.

PHILLY LUCKY: Where's Sonny?

The toilet flushes. Sonny emerges. Looks to Philly Lucky.

PHILLY LUCKY: Sonny wanted me to tell you -- he wants to schedule a sitdown. Hash everything out.

CUT TO: INT. LATER. FBI HEADQUARTERS

Hogue looks at the clock: "11:10". Looks at Jules. Gets back on the phone.

HOGUE (to phone): What's going on?
TECH #1 (O.S.): They're coming out.

CUT TO: EXT. SAME TIME. CHURCH HALL

Sonny hands his car keys to his wife.

SONNY: You go home with Irene. We're going out bouncing. (to Boobie) C'mon. We'll take your car.

His wife gives Sonny a perfunctory kiss on the cheek. She and Boobie's wife climb into Sonny's new Mercedes.

CUT TO: INT. SAME TIME. FBI HEADQUARTERS

Hogue covers the phone. Turns to the others.

HOGUE: They're putting the wives in a separate car.
JULES: Just get that van out of there.
LEBOW: We just found him. Now you want to unfind him?
MARSHALL: Seems like a false alarm, thank God.
LEBOW: Tonight maybe it's a false alarm. So tomorrow night he gets killed. Or he kills somebody -- did you ever think of that?
JULES: You make it sound like Joe's the only one in danger from these guys -- eight million people in the city of New York are in danger from these guys. If they walk away from this because we don't have the cases they'll be stronger than they ever were.
MARSHALL: You have to make a decision, sir.
HOGUE: I can't make a decision this way! It's fucking insanity!
JULES: You have to get that van out of there. Just give me the phone.
HOGUE: It's my watch. It's my call.
JULES (right back): Then make the fucking call. Either you trust him or you don't. That's what it's always been with this. Either you trust Joe or you don't.

Hogue thinks a long beat. Gets back on the phone.

HOGUE (to phone): Okay. Wrap it up and get out of there.

CUT TO: EXT. NIGHT. CHURCH HALL

Sonny, Boobie, Lefty, Nicky and Donnie walk toward the cars. Lefty and Nicky split off toward Lefty's Cadillac.

SONNY: Donnie -- ride with us.

Nicky and Lefty climb into Lefty's Cadillac. Sonny, Boobie and Donnie approach Boobie's Cadillac. Donnie reaches for the back door.

SONNY (to Donnie): Why don't you sit in front?

A sudden chord of terror plays up Donnie's spine. Donnie looks to Lefty for help... For some indication... But his eyes are dead. They all climb in Boobie's Cadillac. The surveillance van pulls away from the curb, drives off... Boobie pulls out of the lot in is Cadillac, drives off in the opposite direction.

CUT TO: INT. SAKE TIME. FBI HEADQUARTERS

Hogue broods as the FBI men roll down their sleeves, pull on their jackets, snap closed their briefcases...

JULES: I told you that wire was a fucking fiction writer.
LEBOW: He's never been wrong before.
HOGUE: What exactly did the informant say?
LEBOW: He said the hit's going down tonight at the wedding.
HOGUE: Did he say a hit on Sonny Black?
LEBOW: A hit. There's a war between Sonny Red and Sonny Black -- they're both at the wedding -- I interpolated that --
HOGUE: Who was this informant? Where does his information come from?
LEBOW: He's close to guys who are close to the guys in Sonny Black's, crew. He's very reliable.
HOGUE: Goddamit!

Hogue frantically dials the phone.

LEBOW: What?
HOGUE: Sonny Black's not the target. Sonny Black's the shooter!
LEBOW: I just assumed —-
MARSHALL: Oh my God.

CUT TO: INT. LATER. BOOBIE'S CADILLAC

Boobie drives, Donnie beside him. The menacing quiet of the open road. Past Prospect Park...

SONNY: Hey, Boob, remember how we used to run around here, when we was kids? We used to have running races...
BOOBIE: I whipped your ass many a time.
SONNY: Fuggedaboudit.
BOOBIE: When I raced wit'cha, it looked like you're standing still.
SONNY: Oh, yeah? Pull over.
BOOBIE: Fuggedabouit. I whipped your ass. Your day is done.
SONNY: Pull over. We're gonna see whose day is done. C'mon, Donnie. You do the on the marks.

Boobie pulls over. They pile out of the car.

CUT TO: EXT. NIGHT. PROSPECT PARK

Boobie and Sonny crouch at an imaginary starting line.

SONNY: Okay. We're running to the fountain.
BOOBIE: Okay.
SONNY: You remember the fountain?
BOOBIE: I remember the fountain.
SONNY: Donnie -- you do the 'on your marks'.
DONNIE: On your marks. Get set. Go!

They jump off the line... running through the blackness...Sonny takes an early lead, but Boobie's leaner... Starts to pull away... Looks over at Sonny, grins.....Donnie peers into the darkness... Sees them disappear into the trees. Sonny and Boobie run huffing and puffing... They disappear into the darkness... And Donnie realizes that he's alone in the dark turning, around and around... A rat with no place to hide...The race continues...Boobie looks over at Sonny, pulls away...Donnie in terror. Adrenaline rushes through him. As he turns, and turns, and waits... For the bullet that will kill him...Boobie runs. Sonny yards behind him. Then Sonny stops. Reaches into his waistband. And pulls out a pistol. Boobie running free in the night... Reaches the fountain, holds up his arms in victory. Leans over, hands on knees, wheezing. Turn, smiling. And his smile fractures. Donnie fless...jogs a couple of steps to find some cover... Then hears a distant gunshot...as it echoes through the park. Donnie crouches by reflex. Fom the shadows, a man staggers toward Donnie -- it's Boobie, bleeding profusely from a head wound... Sonny chases him...the champagne POP! of more gunshots...Sonny aims...fires... His .45 JAMS...

SONNY: Fucking son of a bitch! Donnie, get 'im!

Boobie staggers, bleeding from three wounds now... Running toward his car... Donnie runs toward him... The crunch of wet grass...Donnie tackles him...Boobie falls heavily... Blood belches out of his mouth...

BOOBIE: Help me...

Sonny catches up. Grabs his .45 by the barrel and savagely smashes Boobie in the head. A thick sound—like a melon falling off a shelf. Again and again... Blood everywhere... Donnie backs off, looks up, as Lefty arrives in his Cadillac. Nicky beside him. Sonny tosses Boobie's keys to Donnie.

SONNY: Pull his car around, I think he has a bag in the trunk.

CUT TO: INT. LATER. LEFTY'S APARTMENT

Lefty pours Donnie a Scotch. Sits down with a spritzer.

LEFTY: He was holding out on him. Fucking coke deal Boobie was running down in Florida.
DONNIE: Sonny found out about it?
LEFTY: Do I still gotta school you after whatever fucking years? That's the worst thing you could do to a man like Sonny Black. You could pull his cock before you could take a dollar out of his pocket.
DONNIE: How'd he find out?
LEFTY: Who?
DONNIE: Sonny.
LEFTY: Why the fuck are you asking so many fucking questions, Donnie?
DONNIE: I don't know, Left. Boobie was a friend of all of us.
LEFTY: Boobie wasn't no friend to you, Donnie, believe me.
DONNIE: What are you talking about?
LEFTY: Ain't nobody gonna give you a pass no more, Donnie. You walk on a chalk fucking line from now on.

CLOSE ON -- Donnie as he realizes that Lefty sold out Boobie to save him.

DONNIE: You told Sonny that Boobie was holding out?
LEFTY: Ain't the question.
DONNIE: Because of me? What was Boobie saying?
LEFTY: Ain't the question, Donnie.

Lefty finishes his spritzer. Gets up to make another.

LEFTY: I don't know what made you think I'd give you up. I had too many fucking disappointments in my life. Never in the fucking end of the earth will I give you up.

CUT TO: INT. NIGHT. DONNIE'S APARTMENT

Donnie holds the Nagra in his hand. The sounds of the murder as it plays...

BOOBIE (O.S., on tape): Help me...

Then the crunch as Donnie tackles him. Donnie rips the tape out of the Nagra, throws it in the sink. Burns it.

CUT TO: INT. DAY. THE MOTION LOUNGE

Donnie watches "The Today Show" on the TV over the bar. The guys plan gin.

JOHN PALMER (O.S.): ...In other news an FBI sting has resulted in the arrests of over 100 state and Federal officials...

ON THE SCREEN....Surveillance images of FBI "SHEIKS" dressed in flowing caftans... Then the image cuts to video of the same "sheiks" partying with congressmen on a docked yacht...

PALMER (O.S.): ...Known as ABSCAM, it was the largest such operation in the Bureau's history...

Donnie peers more closely at the TV. CLOSE ON -- The stern.....with the name "The Left Hand" emblazoned on it.

SONNY: Donnie, pull up a chair.

Donnie takes a last look at the TV. Joins Sonny, Nicky and Lefty at the card table as Nicky shuffles the cards.

NICKY (to Donnie): You know how to keep score?

A moment of recognition that BOOBIE'S GONE.

CUT TO: EXT. DAY. PISTONE HOME

Donnie mows the grass. Row after precise row. Rakes the clippings into identical, evenly spaced piles. Fills up trash bags, piles them neatly on the curb. IN THE DRIVEWAY.........a station wagon parked next to Maggie's Corvette. Donnie notices that the station wagon is filthy. Runs a finger through the dirt on the hood. Donnie cleans the pile of trash in the well of the car -- McDonald's wrappers, Tampax wrappers, a copy of Mademoiselle, a lipstick, a basketball... dumps it. Pulls out the ashtray. Something that makes him suspicious...Donnie rubs the ashes between his fingers. Recognition... He digs into the space between the seats. Finds a quarter. A paper clip. And then: a seed.

CUT TO: INT. DAY. PISTONE HOME

Terry stumbles down the stairs in her bathrobe, half-asleep. She hears Donnie crash inside, and something tells her it's about her. About face into the bathroom...

IN THE LIVING ROOM...Donnie hears the bathroom door upstairs click, locked. Turns as Maggie enters from the kitchen.

DONNIE: Where's Terry? She still asleep?
MAGGIE: I think so. What's the matter?
DONNIE: Asleep. Perfect. Asleep at 12 noon. It all fits the profile.
MAGGIE: What profile? Joe, you're scaring me.
DONNIE: The twelve warning signs. Our daughter Terry is a drug user.

INSIDE THE BATHROOM........Terry listens by the door.

TERRY: Shit.

BACK IN THE LIVING ROOM....as Donnie counts off the "warning signs" of drug addiction.

DONNIE: Oversleeping. Short attention span. Hostility to authority. Binge eating --
MAGGIE: That would apply to every teenager in America.
DONNIE: Don't tell me my business. Do you know what this is?

He holds out the marijuana seed. Maggie peers at it.

DONNIE: This is a marijuana seed.
MAGGIE: Where did you find that?
DONNIE: Maggie, I am an FBI agent. That's who I am. I am out there risking my life, 18, 20 hours a day, weekends, Christmas --
MAGGIE: You don't have to tell me, Joe.
DONNIE: Well, what do you think I'm doing it for? I am spending my life to put away the guys that make money off this shit, and I'm damned to hell if I'm gonna have it in my house.
MAGGIE: You know, Jules called me this week. Do you know they're looking for you?
DONNIE: Don't change the subject.
MAGGIE: I'm not changing the subject. You're the subject, Joe. You're becoming like them.
DONNIE: I'm not the fucking pothead.
MAGGIE: You don't see it.

Donnie turns, heads up the stairs, Maggie following.

DONNIE: Geddadaheah. Go weigh yourself or something. Sleeping Beauty and I are going out to the woodshed.
MAGGIE: In my next life I'm gonna marry a Jewish doctor.
DONNIE: In the fucking car that I make the payments on, in the fucking driveway of the house that I pay the fucking mortgage on -- a goddam marijuana seed --
MAGGIE (defiant): How do you know it isn't mine?

Donnie stops a beat. Rage drumming up inside him, rage that crescendoes as he smacks her backhand. She looks up at him. Not hurt. But devastated. Donnie moves to comfort her, to apologize... Maggie smacks him back. Then storms out of the house. Donnie broods, looks up to the landing as Sherry and Kerry come out from their rooms. From outside, sounds of Maggie as she slams into her Corvette and zooms out of the driveway, engine roaring and tires squealing.

SMASH CUT TO: INT. DAY. HOSPITAL

Donnie bangs through swinging doors, past orderlies in white coats, his face tight with anxiety, his skin green in the cold fluorescent light. At the desk.....he bulls past two waiting guests, accosts the nurse.

DONNIE: I'm looking for my wife. Mrs. Anderson. Maggie Anderson. She was in an accident? I'm her husband.

The Nurse gives him a form on a clipboard.

NURSE: Here you go. You're Mr. Anderson?
DONNIE: Where is she?
NURSE: Only the immediate family is allowed in ICU. Do you have a driver's license?

He gives her his driver's license.

DONNIE: Is she okay?
NURSE: Excuse me. This says, 'Donald Brasco'.
DONNIE: Christ. Let me just see her. She'll tell you who I am.
NURSE: We can't do that.
DONNIE: If I could see her we could clear this whole thing up.
NURSE: I'm sorry, sir. We need proof of ID.
DONNIE: I need ID to see my fucking wife? I'm her husband! Who the fuck else would I be?

A doctor, cold-blooded, 30s, arrives.

DOCTOR: Mr. Anderson?

CUT TO: INT. NIGHT. X-RAY ROOM

The doctor shows Donnie the X-rays.

DOCTOR: Collapsed lung. Broken wrist, collarbone. Multiple lacerations from the glass. The most serious injury was from her contact lenses -- they smashed into her corneas. They're torn up pretty badly. She may lose an eye.
DONNIE: Can't I see her?
DOCTOR: We'll see if she stabilizes in a couple of hours.

CUT TO: EXT. LATER. WAITING ROOM

Donnie sits, anxious. The girls sit alongside him.

KERRY: We had a family meeting, Dad. You have to quit.
DONNIE: Look, Mom's gonna be okay.
TERRY: This isn't a democracy. This is a dictatorship.
KERRY: A dictatorship of us.
DONNIE: I know how you're feeling. But it's just --
SHERRY: Just another six months.
DONNIE: Maybe just a few more weeks.
KERRY: Forget it, Dad. It's the job or us.
TERRY: End of discussion.

Kerry stares him down. Terry looks away. Donnie puts his arm around her. She shrugs it off.

CUT TO: INT. NIGHT. INTENSIVE CARE

Maggie lies in bed, eyes bandaged, her face a web of gashes. Wrist in a cast. A thick tube runs from a lung machine into her mouth. Donnie takes her hand. She holds his hard.

DONNIE: The doctor says you're gonna be okay. We just have to get you into rehabilitation as soon as we can. You'll be as good as new before you know it.

The lung machine whirs and wheezes...

DONNIE: Maggie, listen to me, Maggie, because this is what it is. The minute I come out from under all these guys I'm with, they will all be killed -- because of me. Because they trusted me. (beat) I gotta go back.

Maggie pulls her hand back. Turns away from him. He can tell she's not buying...

DONNIE: I have a chance here to become a made guy -- an FBI agent a made guy in the Mafia. It's gonna happen the end of the year. And then I'll come out. Then it'll all be over. You'll have me for the rest of your life.

Maggie waves him away. Turns away from him. A nurse enters and Donnie, with sadness but no regrets, exits.

CUT TO: INT. NIGHT. LAGUARDIA AIRPORT

Donnie dials at a pay phone, cradles the receiver while it rings.

DONNIE: Louise? It's Donnie.

CUT TO: INT. NIGHT. LEFTY'S APARTMENT

Louise on the phone in the kitchen.

LOUISE: What is it -- Tuesday? I haven't seen him since Sunday. I thought he was with you.

CUT TO: INT. SAME TIME. AIRPORT

Donnie pumps a quarter into the pay phone. Bursey picks up at the other end.

BURSEY (O.S.): Hello, Bursey.
DONNIE: Look, I think that sitdown's tonight. I can't find Lefty.
BURSEY (O.S.): Why didn't you go?
DONNIE: Only made guys can go to a sitdown.
BURSEY (O.S.): So what do you want me to do?
DONNIE: I don't know. Listen to me -- I'm worried.

CUT TO: EXT. NIGHT. BIG TRIN'S HOUSE

Big Trin drives Philly Lucky, Sonny Red and Anthony Bruno in his big Lincoln.

SONNY RED: All my fucking life I hadda be Sonny Red. Sonny Red and Sonny Black. I got upped. Then he got upped. Finally the night has come. Tomorrow morning can just be 'Sonny'. Not Red. The one and only. 'Sonny'.
BRUNO: Where you got the guns?
BIG TRIN: Relax. They're in the basement.
BRUNO: The basement of your house?
BIG TRIN: Hey, Sonny, my jacket's losing its crease. Will you tell your kid to stop breathing on me?
BRUNO: I wanna get there in time to set up.

Big Trin pulls into his driveway.

SONNY RED: The sitdown's in two hours. I waited my whole life, Bruno, you can wait two hours.

They climb out of the car. Philly Lucky stays put.

BIG TRIN: What the hell's wrong with you?
PHILLY LUCKY: I ain't going in your fucking basement. You got spiders all over that basement.
BIG TRIN: He's scared of spiders. What a piece of work.
PHILLY LUCKY: Leave me the keys. I wanna play the radio.

Big Trin flips him the keys...

Two wooden doors alongside the house, leading down into the basement. With a groan, Big Trin bends, pulls them open. Flips a light switch. On. Off. Nothing.

BIG TRIN: Shit. Bulb must be out. Watch your step.

Sonny Red and Anthony Bruno follow him down...

INSIDE THE CAR......Philly Lucky starts the car. Turns on the radio. Frank Sinatra sings "Nice Work If You Can Get It." And pulls away. DOWN THE STAIRS...go Big Trin, Sonny Red and Anthony Bruno, down into the dark, damp concrete and sawdust in their nostrils.

BIG TRIN: Where's that fucking flashlight?

BANG! and the flash of a shotgun firing. BANG! BANG! as shotguns explode. By the light of the flashes we see Sonny, Lefty and Nicky. BANG! And another flash. BANG! BANG! BANG! Then a pause. Nicky reaches up, screws in the light bulb. Lights on. Revealing the blasted corpses of Sonny Red and Big Trin...Bruno jumps out from behind a cabinet, runsout the door. Sonny wheels, fires. The stairs splinter as the blast lands just under Bruno's escaping feet. Lefty moves to chase him.

SONNY: Fuggedaboudit, Left. We'll give the contract to Donnie.

Nicky takes out a Hefty bag and a long-bladed butcher knife...Sets to carving up the bodies...

CUT TO: INT. NIGHT. DONNIE'S APARTMENT

Carrying his mail, Donnie enters a dark room. Moonlight filters through the blinds. He closes the door. Flips the light switch. Nothing. Instantly, he falls into a fighting crouch, knife at the ready. His hand trembles with adrenaline. He moves with his back to the wall, straining to see into the black room. TO THE KITCHEN......He pivots in a combat stance -- nobody. Then pivots again. His free hand fumbles in the kitchen drawer. Finds a flashlight. The beam sweeps across the room. Donnie moves on cat feet to the bathroom. The shower curtains drawn shut. Donnie tears them back, thrusts the knife... Into air. Donnie thinks a beat. Snaps the flashlight back on. Riffles through his mail. Rips open the electric bill...reads by the light of the flashlight DISCONNECT NOTICE: NON-PAYMENT OF BILL.

Donnie, a dimly-seen dervish of rage... He hurls the flashlight... Throws a chair and it splinters... Grabs the bar from his weight bench and starts to swing...SMASH!......and an electric sizzle as the television implodes. Donnie drops the bar and throws a bookcase to the ground. Punches at the wall... Again and again and again... Then sags to the ground... Weeping... Or laughing...

DONNIE: The electric bill... I can't get over it... The fucking 'B' didn't pay the fucking electric bill!

CUT TO: INT. DAY. HOSPITAL

Maggie convalesces -- her wounds have begun to heal and she's no longer intubated, although her eyes are still bandaged. Jules enters, sits down beside her. Takes her hand.

JULES: It's Jules, Maggie.
MAGGIE: I could hear your cheap shoes all the way down the hall.
JULES: How're you feeling?
MAGGIE: Scared. Alone.
JULES: Did you see Joe?
MAGGIE: You mean did Joe see me?
JULES: The 'B' wants him to come out.
MAGGIE: He'll never come out.
JULES: You don't believe the shit that comes up. I have to argue with them that he hasn't gone over to the other side.
MAGGIE: Joe? He wouldn't have the imagination. I wish he'd become a gangster -- at least we could pay our frigging bills.
JULES: Maybe you could talk to him.
MAGGIE: Do you know what this is about, Jules? This is about a promotion.
JULES: I talked to him about that.
MAGGIE: Not from you -- from them. He wants to be a made guy.

CLOSE ON -- Jules as he hears this... He knows that this has gone too far.

MAGGIE: For years I tried to figure out what made Joe tick. And then I finally figured it out -- there's nothing ticking. He's got his rules and he's gonna live by his rules. The job is the job. Start what you finish. When he's in the FBI he wants to be the best and when he's in the Mafia he wants to be the best -- like it's all some frigging basketball game. (disdainfully) Men.
JULES: Maggie... Maybe this is none of my business, but --
MAGGIE: Don't worry -- I'm not gonna leave him. I didn't have him when I had him. Now that it's almost over I'm goddamned if I'll let someone else have him.

CUT TO: INT. NIGHT. LEFTY'S APARTMENT

Christmas decorations, and a tree. Lefty watches a nature program on TV. A leopard moves stealthily...

NARRATOR (O.S.): ...Cloaked by the high grasses of the African savanna, the stalking leopard moves stealthily...

Louise enters with Donnie.

LOUISE: Bennie, Donnie's here.
NARRATOR (O.S.): ..Separated from the herd, the gazelle senses danger...

Lefty rapt in his easy chair...

LEFTY: Bennie loves animals.

ON THE SCREEN...The leopard charges... Teeth tear at the gazelle... And soon th leopard and her family feed on a bloody carcass.

NARRATOR (O.S.): ...Hunter and hunted, predator and prey -- the endless cycle of nature, repeated once again...
LEFTY: Ming'. You see that?
LOUISE: I'll be inside if you need me.
LEFTY: We're going out, Louise.

Louise exits inside. Satisfied, Lefty snaps off the show with his remote control. Turns to Donnie.

LEFTY: They found Bruno. He's shacking up with a broad down City Island. On a boat.

He opens up a drawer. Takes out a gun. Loads it with bullets...

LEFTY: You know what this means, don't you? You're gonna get straightened out. You become a made guy, Donnie, you can lie, you can cheat, you can steal, you can whack out whoever you want and it's all completely legitimate. Being a made guy's the greatest thing in the world.

Lefty reaches into the drawer. Hands another gun to Donnie. CLOSE ON -- Donnie as he looks at the gun in his hand.

CUT TO: EXT. NIGHT. MARINA — CITY ISLAND

Donnie and Lefty sit and wait in Donnie's Cadillac. Lefty smokes.

DONNIE: Maybe he ain't gonna show.
LEFTY: He'll show.
DONNIE: I'm just saying -- maybe we should forget about it, pop him tomorrow night.
LEFTY: We can't pop him tomorrow night, for your information. Tomorrow night we got the wake for Big Trin.
DONNIE: I forgot.
LEFTY: Fuggedaboudit -- it's better this way anyway. Wait when nobody's around.

Donnie's POV....of the deserted marina...

DONNIE: That's some boat this broad has.
LEFTY: Fuggedaboudit. There's one thing I know, it's boats.
DONNIE: What is that -- a hundred grand?
LEFTY: Donnie -- Where'd you get that boat down in Florida?
DONNIE: I told you. That was this girl I used to see down there, it's her brother's.
LEFTY: What's her name?
DONNIE: Florence.
LEFTY: Florence what?

Donnie's POV...In the distance, a Trans Am pulls up near the boat they're watching, Bruno emerges. Locks his car. Climbs onto the boat...

DONNIE: C'mon, that's him.
LEFTY: Florence what, Donnie?
DONNIE: Hey, Left -- what do you care, Florence what? Florence Italy.
LEFTY: Donnie -- why do you want to lie to me, Donnie? Did I ever lie to you once all these years about the time of day?
DONNIE: I'm not lying.
LEFTY: How many fucking times did I have you over for dinner at my fucking house? You fucking rat bastard --
DONNIE: Hey, Left -- that's the problem? Are we gonna whack this guy or what?
LEFTY: I went on the fucking record with you, Donnie. You could walk on the street and punch any man in the mouth because I stood up for you.
DONNIE: What is the fucking problem?

Lefty reaches in his pocket. A piece of paper, folded, torn from Newsweek". The headline: ABSCAM: FBI 'SHEIKS' STING CORRUPT LAWMAKERS. Beneath the headline, a photo of the "sheiks" partying on a yacht -- "THE LEFT HAND". Donnie looks up from the article. Sees......a gun...in Lefty's hand.

LEFTY: That's a fucking Federal boat, Donnie. That's our boat.
DONNIE: Hold on a minute, Left. The boat with Trafficante? That ain't the same boat.
LEFTY: Don't tell me that ain't the same boat, Donnie! That's a fucking Federal boat! That's a Taiwan-made boat, there's only five like that in the world.
DONNIE: I really don't think that's the same boat, Left.
LEFTY: Lookit that. You see that? 'The Left Hand.' That's like my name.
DONNIE: Maybe her brother's a fucking agent. How would I know? I thought he was in real estate.
LEFTY: Ain't the question, Donnie. You still ain't answered me why we're fucking on a fucking Federal fucking boat!
DONNIE: You're right, Left. I'm a fucking rat.
LEFTY: You're a rat?
DONNIE: I met your girls. I talked to Tommy for you I don't know how many fucking times. I don't know how many times I had dinner with you and Louise. I lived with you, Left -- partners. Five fucking years, I ever had a hundred bucks in my pocket, I gave you half. And the whole time I was a fucking rat. You're right.
LEFTY: Donnie -- did I say you was a rat, Donnie?
DONNIE: You'd have to be the biggest fucking mutt in the history of the Mafia.
LEFTY: You fucking laxed, Donnie. Don't get on your high horses.

Donnie's POV...as Bruno emerges from the boat. Lights a cigarette. Looks around,

DONNIE: Shit. He's up again.
LEFTY: How the fuck am I supposed to explain this to Sonny?
DONNIE: You ask me it's the funniest fucking thing in the world. Those fucking agents could scam Senators and Congressmen and meanwhile we had a party on their boat and they didn't get a fucking thing on us. Sonny'll laugh his ass off.
LEFTY: Where is the joke, Donnie?
DONNIE: We outsmarted the agents. We got a higher I.Q. than the fucking Congressmen.
LEFTY: You got so many black marks on you now, Donnie, a fucking Einstein couldn't count them.
DONNIE: What black marks?
LEFTY: That time with the luggage and, uh, uh... the other time.
DONNIE: Are we gonna whack this fucking guy or not?
LEFTY: I ain't no fucking mutt, Donnie.

Donnie checks the action on his gun...

DONNIE: How the fuck did I know it was a fucking Federal boat?
LEFTY: I die wit'cha. I'm your best friend, Donnie.

Donnie opens the door, climbs out, gun in hand.

DONNIE: That's right, Left -