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-------------------------

               FADE IN:



               INT. CITY LIGHTS BOOKSTORE/SAN FRANCISCO - NIGHT

               Where Armani clad CLEO BELL, (black, early-thirties), reads
               an excerpt from his book I Will: A Prisoner's Memoir.  

                                   CLEO
                         "I found myself within a dark wood,
                         where the straight path was lost"
                         so says Dante's Inferno. And it was
                         in my dark wood, bleeding to death
                         on the floor of an eight by ten
                         prison cell, that I recalled a
                         quote from James Baldwin."Not
                         everything that is faced can be
                         changed, but nothing can be changed
                         until it is faced."

               He hits the "New Left" crowd with a look. "That's some heavy
               shit right there." Applause all around.

               ON ENTRANCE

               As RICH and KING KAHN, (black, forties), enter weighted down
               in ghetto fab accoutrements. Yellow gators, bowler hats, and
               diamonds that go BLING! Rich flags down an EMPLOYEE.  

                                   RICH
                         Yo nigga! We lookin' for Cee-Low!
                         The self help convict! Seen'em?

                                   EMPLOYEE
                         Oh, you mean Mr. Bell. 

                                   KING KAHN
                         Whatever nigga! Just show us where
                         he at and we'll take it from there.

                                   EMPLOYEE
                         Right this way.

               LATER 

               As Cleo signs copies of his book. Rich and King reach the
               table. King slams Cleo's book down in front of him.  

                                   KING KAHN
                         The world is a crazy muthafuckin'
                         place. Don't you agree?

                                   CLEO
                         I don't know about the world
                         brotha. But you must be insane to
                         assume I'm going to let you
                         disrespect me and get away with it. 

               Cleo hits King with a bone chilling stare. A long beat. Rich
               and King smile big. To our amazement, so does Cleo. 

                                   CLEO
                         King Kahn in the house!

               Cleo and King embrace. The reunion is loud and boisterous. 



               EXT. CITY STREET - NIGHT

               As a MERCEDES LIMO threads evening traffic.



               INT. LIMO - NIGHT

               Cleo mans the mini bar. Fills two champagne flutes with Krug
               Clos Du Mesnil. Cleo hands Rich and King their flutes.  

                                   KING KAHN
                         Come on now. You know how we do?

               Cleo takes King's glass. Gives him the entire bottle. Cleo
               offers King's flute to Rich. He takes it.

                                   RICH
                         What about you?

                                   CLEO
                         Left it in prison brotha. Along
                         with animal flesh and the name "Cee
                         Low". I haven't touched a drink in
                         six years.

               Rich and King let loose a disbelieving laugh. Cleo shrugs.
               Grabs an Aquafina from the mini fridge. 

                                   CLEO
                         What can I say? People change.

                                   KING KAHN
                         And the seeds of progress are sowed
                         in the fields of change. Right?

               Cleo's is taken aback. King raises his bottle. Prompts a
               toast. 

                                   KING KAHN
                         Chapter six nigga. Come on now. You
                         know how we do.

               Cleo smiles. Raises his bottled water. 

                                   CLEO
                         To progress brotha. 

               Nods all around. They drink.

                                   KING KAHN
                         I'm down for makin' all kinds of
                         progress.

               King takes another gulp from the bottle. And then... 

                                   KING KAHN
                         But it won't be with you snitch
                         nigga!

               Rich pulls a Glock 9mm from his waist. Chambers a round.

               ON REARVIEW MIRROR

               As the CHAUFFEUR, (white, forties), assesses the situation.

               King runs his hands over and under Cleo's shirt. No wire.
               King leans back. A beat and then...

                                   KING KAHN
                         They had you cold! Extorsion!
                         Narcotics! Homicide! All that and
                         you on the street in ten and
                         change? Signing book deals while
                         your chauffeur keeps the limo warm?
                         Bullshit!

                                   CLEO
                         Again, people change.

                                   KING KAHN
                         Bullshit the sequel! People don't
                         change. They just become better
                         liars. The only reason you sittin'
                         here right now is because you down
                         with the man. Am I wrong? 

                                   CLEO
                         I offer you a chance to take your
                         operation to the next level and all
                         I get in return is disrespect.

                                   KING KAHN
                         I'm King Kahn nigga! You can't
                         offer me shit! You just a candle to
                         my daylight! Toto to my Oz! You a
                         pawn bitch! And pawns can never win
                         a King's game? 

               King throws Cleo's book to the floor.

                                   KING KAHN
                         Stick to fiction nigga. Ain't no
                         future for you out in these
                         streets.

               The limo comes to a stop. Cleo gently pockets his book. He's
               angry and it shows.  

                                   CLEO
                         My driver will be happy to take you
                         gentlemen wherever you'd like to
                         go.

               The Chauffeur opens the rear door. Cleo steps from...



               EXT. LIMO - CONTINUOUS

               King grabs his arm. 

                                   KING KAHN
                         We clear on this, right?

                                   CLEO
                         Crystal brotha. Crystal.

               King releases Cleo's arm. Slams the door. Cleo follows the
               chauffeur to the rear of the Limo. 

                                   CHAUFFEUR
                         You okay?

                                   CLEO
                         I'm a better man than I used to be,
                         but far from the man I should be.

               The Chauffeur opens the trunk.

                                   CLEO
                         Communication breakdowns are bad
                         for business. You ask yourself, did
                         I clarify my objectives?
                         Did I miss an opportunity to
                         salvage the business venture by not
                         assuaging the fears of my
                         prospective partners?  

               The Chauffeur retrieves two tiny containers of EARPLUGS from
               the trunk. He gives one to Cleo. Cleo puts one in. 

                                   CLEO
                         The failure here is all mine. But
                         guess what brotha? The road to self
                         mastery is a long one.

               Cleo reaches into the trunk and retrieves two SPAS-12 COMBAT
               SHOTGUNS (massive weapons). He gives one to the Chauffeur.

                                   CLEO
                         And sometimes you have to take a
                         step backward, before you can move
                         forward.

               Cleo slams the trunk. He and the Chauffeur insert the second
               earplug. Rack the shotguns. Take aim at the two shadows
               behind the limo's tinted rear window. And then... BOOM!!      



               EXT. CITY STREET - DAY 

               As a shit brown, rust bucket Impala, bellowing smoke from the
               driver's side window, blows through a red light. Cars break
               and skid to avoid a collision.



               INT. BROWN IMPALA - DAY

               A pigsty on wheels. EDDIE JAMES, (white, thirties), puffs
               hard on a joint. Riding shotgun, with a Papst Blue Ribbon
               wedged between his thighs, is MAX PARKER, (black, thirties).
               Max is engrossed in some sort of paperwork. Eddie is irked.

                                   EDDIE
                         What's with the seat belt? First
                         you won't toke out with me and now
                         this. You goin' square on me bubba? 

               Max remains silent. Eddie glances over.

                                   MAX
                         Dude, for real, watch the road.

               Max is annoyed by Eddie's curiosity. He gives in.

                                   MAX
                         It's a five year plan. It's what
                         people do when they need clarity of
                         direction. Kind of a prelude to
                         getting your shit together. 

               Max kills the Papst. Chucks the can out the window. It's
               gonna take a lot longer than five years. Eddie smiles
               knowingly.

                                   EDDIE
                         When is Queen Bee gonna stop usin'
                         your balls as a punchin' bag?

                                   MAX
                         What a coincidence. She hates you
                         too.

                                   EDDIE
                         Well my Thelma don't fancy you none
                         so I guess that makes us even.

                                   MAX
                         Not the same thing.

                                   EDDIE
                         Is that a fact?

                                   MAX
                         A fact it is.

                                   EDDIE
                         I bet I know what you fancy?

               Off Max's suspicious look Eddie holds up a CD. 

                                   EDDIE
                         Vargas. Bootlegged box set. Rare,
                         live, and illegal. Listen and weep
                         bitch.

                                   MAX
                         Get the fuck outt'a here! Where'd
                         you get that?

                                   EDDIE
                         I know a guy. And he knows another
                         guy. 

               Eddie puts in the CD. MARIACHI MUSIC! "El Mariachi Loco" to
               be exact. Annoyingly festive, and loud enough to cause
               sterilization. Max and Eddie share a blissful smile.



               EXT. SAN FRANCISCO W HOTEL - DAY

               The Impala parks in a TAXI ZONE ONLY space. Eddie and Max
               exit. How in the hell did these two meet? Eddie is tall and
               athletic with the fashion sense of a Lynyrd Skynyrd roadie.
               His T-shirt reads "Wookies Smell". Max is short. Unkempt.
               With a fondness for suits that look slept in and vintage Air
               Jordan's. Both could use a shave and a shower. Max and Eddie
               enter the hotel.  



               INT. SAN FRANCISCO W HOTEL/LOBBY - DAY

               Max and Eddie stroll in like they own the joint. In this
               light these two could pass for dangerous. Or maybe, homeless.
               Eddie drops Visine into his eyes. Max pops an Altoid. Despite
               this, Eddie's gaze is always blood shot, and Max's breath
               smells like ass.

                                   MAX
                         Look, me and Jett we've had our
                         problems, but...

                                   EDDIE 
                         Hey bubba, I'm cool. It's just when
                         I see my boy pulling back on the
                         reigns I...

                                   MAX
                         Hold up. Ain't nobody pulling back
                         on shit, a'ight? Things change when
                         a kid comes into the picture.
                         Priorities get rearranged.

               They reach the hotel's reception desk. Eddie rings the bell. 

                                   EDDIE
                         Look, don't go gettin' your slinky
                         in a kink. Me and Thelma got plans
                         of our own. You think I want to do
                         this shit the rest of my life?

               A frazzled receptionsist approaches the desk. 

                                   RECEPTIONIST
                         Can I help you.

               Eddie and Max flip open their wallets to reveal...  BADGES!

                                   EDDIE
                         Somebody call the Po-Po?



               INT. SAN FRANCISCO W HOTEL/XYZ RESTAURANT - DAY

               As WARREN SAPP, defensive tackle for the Oakland Raiders,
               clad in boxer shorts, straight trashes the place.

                                   WARREN SAPP
                         I got your autograph right here!  

               Warren flips over a table to reveal a GROUP OF COWERING
               WAITERS. They scurry like roaches in a lighted kitchen.

                                   EDDIE (O.S.)
                             (singing loud)
                         Miami ~ Miami ~ Miami ~ Hurricanes!
                         Drive ~ Drive ~ Drive ~ you
                         Hurricanes ~

               Warren turns to find... 

               MAX AND EDDIE

               Max is stupefied by Eddie's singing. So is Warren. 

                                   EDDIE
                         Drive on over the goal and on to
                         victory. M~I~A~M~I! M~I~A~M~I!
                         Fight! Fight! Fight!

                                   MAX
                         The fuck is wrong with you?

                                   EDDIE
                         That's the Cane's fight song bubba.
                         You know who that is?

                                   MAX
                         The poster boy for back-up?

                                   EDDIE
                         Since when do we need back-up?
                         Stand back and let me handle this.
                         Warren's my boy.

               Eddie faces a momentarily calm Warren Sapp. Grins huge. 

                                   EDDIE 
                         Warren-motherfuckin-Sapp! How's it
                         hangin' bubba?

                                   WARREN SAPP
                         Do I know you?

                                   EDDIE
                         University of Miami. Class of 94. I
                         used to sell big ol' Mason jars
                         full of clean piss out back of the
                         dorm next to the practice field.
                         You practically paid my way through
                         school. I realize this is an
                         awkward moment and all but, hey
                         man, thanks. Check it out!
                             (shows Warren his badge)
                         I finally made good on that English
                         Lit degree. Do you believe it?

               WARREN SAPP CHARGES EDDIE! Eddie sidesteps the charge,
               sending Warren into Max.

               Several, formerly cowering, waiters rush in to help. They
               attack like a swarm of hornets. With a deafening CRASH the
               CLUSTER-BRAWL flattens a table and several chairs on it's way
               to the floor.      

               Warren stands. Victorious. PZZZAP! He collapses with two thin
               wires attached to his ass. At the other end stands Eddie with
               a TASER and a smile.  



               INT. BROWN IMPALA - DAY

               Where Max nurses a black eye. Eddie at the wheel. A clothed
               Warren Sapp sits cuffed amid the trash in the back seat. 

                                   MAX
                         Now see, this is the kinda shit I'm
                         talking about. This is your fault.

                                   EDDIE
                         Hold up. You lose a step and it's
                         my fault? 

                                   MAX
                         How about I lose a step in your
                         ass?

                                   WARREN SAPP
                         You talk a lot of trash black Opie.
                         Somebody's missing a jockey off
                         their front lawn. 

                                   MAX
                         Shut the fuck up before I come back
                         there and take away your banana.

                                   WARREN SAPP
                         Look here Oompah Loompah. If it
                         wasn't for white boy and his zap
                         gun, yo ass would've gotten hemmed
                         up back there.

                                   MAX
                         Is that a fact?

                                   EDDIE
                         A fact it is.

               Max tosses Eddie an angry look. Warren laughs.

                                   WARREN SAPP
                         Look at you two motherfuckas. A
                         broke man's Lethal Weapon. Bad Boys
                         on a goddamned budget. The only
                         thing separating you two short bus
                         ridin', I Spy, Miami Vice wannabe
                         motherfuckas from an ass whippin'
                         is a gun and a badge.



               EXT. CITY STREET - DAY

               The Impala comes to a screeching halt. Max And Eddie exit.
               Eddie opens the rear door for Warren. Helps him out of the
               car and unto the curb. 

                                   MAX
                         Now we got to do this shit the hard
                         way. CUFFS!!!

               Eddie uncuffs Warren Sapp. 

                                   WARREN SAPP
                         What's all this?

                                   EDDIE
                         A Civics lesson.
                             (to Max)
                         Make it quick bubba. I got babies
                         to kiss and bitches to catch.

                                   MAX
                         A'ight! First things first.
                             (holds up his badge)
                         The badge? The badge protects you
                         from me.

               Warren Sapp crosses his arms. Not impressed or convinced.

                                   MAX
                         I'm stressed. Overworked and
                         underappreciated. That makes me
                         angry. You might even say volatile.
                         Add to that a substance problem, a
                         festering Napoleon complex that I
                         refuse to acknowledge, and a
                         propensity to violence due to said
                         denial, and you got a serious
                         fucking problem. I could pop at any
                         moment! Without the badge...
                             (tosses badge into the
                              car)
                         I'm just a man. Free of the oath to
                         protect and serve and a
                         constitution that prevents me from
                         violating your civil rights.

               Max draws his .38 police special. Tosses it into car.

                                   MAX
                         Without the gun. I'm just your
                         average Joe Neckbone mufucka
                         looking to channel a little excess
                         rage. And guess what? Today is your
                         lucky day. I got run-off fat boy!

                                   WARREN SAPP
                         Any day you can beat a cop's ass
                         twice and not go to jail is a damn
                         good day. I can't wait to get back
                         and tell the fellas about this.

               Eddie throws a towel over Warren Sapp's head, blinding him.
               Max hammers him with a left hook. Warren goes down.

                                   EDDIE
                         How much you wanna bet he leaves
                         that part out?

               Eddie kneels over the downed behemoth. Removes the towel.
               Warren Sapp is knocked the fuck out. Eddie pats him down.
               Finds his wallet. Removes the cash. Returns it.

                                   EDDIE
                         He's a better ball player than he
                         is a fighter that's for damn sure.
                         Oh well... Go Canes!

               And with that, Max and Eddie divvy up the cash, get back into
               the car, and drive off. Leaving Warren Sapp stretched out on
               the curb.



               INT. ITAL CALABASH VEGAN RESTAURANT - DAY

               A vegan soul food joint. NICK DOBBS, (white, forties), clad
               in mirrored aviator shades and reeking of testosterone
               enters. The world is high school and he's the coolest
               motherfucker in class.

               BACK ROOM OF ITAL CALABASH

               Cleo eats lunch with a motley crew of henchman. KEN WATTS,
               who we recognize as the chauffeur from the opening. DAVID
               NILES and DERRICK JONES. Dobbs sits. Removes his shades. 

                                   DOBBS
                         Nice place. Keep eating this shit
                         next thing you know you like taking
                         a dick up the ass. 
                             (to Watts)
                         You starting to regret quitting the
                         day job Jethro? 

                                   WATTS
                         This ain't much different from what
                         I was doing before. 
                             (re: Cleo)
                         Wise man you got there.

                                   DOBBS
                         Don't tell me you fell for this
                         cat's steaming pile of horse shit
                         too. Just remember who you work
                         for. Fuck me baby and I'll fuck you
                         back. Hard.

                                   WATTS
                         His book is pretty good. You should
                         read it.

                                   DOBBS
                         Whoa, cock-munch! Where you hiding
                         the gold, frankincense, and myrrh?
                         Just do me a favor and wait until I
                         leave before you anoint his balls
                         with oil, okay?
                             (to Cleo)
                         So, Hemingway. Where we at?

                                   CLEO
                         Unfortunately, Mr. Kahn was unable
                         to see how the new arrangement
                         could benefit his operation.

                                   DOBBS
                         Dare I ask? How unfortunate?

                                   CLEO
                         Very.

                                   DOBBS
                         I'm impressed jailbird. You're
                         going through this town like a hot
                         knife through a fresh turd.

                                   WATTS
                         King thought he was wired up.

                                   DOBBS
                         Fucking amateur. You want to know
                         who's wearing the wire? Look for
                         the guy sweating like a Georgia
                         slave in an air conditioned room.
                         Who's next? 

                                   CLEO
                         Phil the Fruit. He's running scared
                         but I assured him that we are
                         businessmen. 

                                   DOBBS
                         Peachy! Make him an offer he can't
                         refuse. 

               Dobbs rises. Chuckles.

                                   DOBBS
                         You fags want to hear something
                         funny? I've always wanted to be a
                         "gangsta".

                                   NILES
                         Most of you DEA assholes do.

                                   DOBBS
                         Yes baby, but I'm living the dream.
                         Ciao!

               Dobbs dons his shades and damn near glides out. Ogling a
               waitress' ass as he goes.



               INT. LIMO - DAY

               A familiar pair of Yellow Gator's.   

                                    MAX(O.S.)
                         King Kahn is definitely in the
                         house!

               Eddie and Max look into the back seat through the open, blood
               and brain spattered, privacy window. 

               Homicide Detective WILLIS, (white, forties), peeks in through
               the hole where the rear window used to be. 

                                   WILLIS
                         His head is gone. How can you tell?

                                   MAX
                         The shoes.

                                   EDDIE
                         Say what you want to about ol'
                         King, but the man had an uncanny
                         fashion sense. 

                                   MAX
                         Uncanny? I've seen wounds dressed
                         better than this mufucka. Look at
                         him. Even in death he looks like a
                         stunt double for Superfly.

                                   WILLIS
                         We'll dust for prints and let you
                         know what we come up with.



               EXT. CRIME SCENE - CONTINUOUS

               As Max and Eddie step out of the limo into a taped off crime
               scene buzzing with activity. Detective JONES, (white,
               forties), Willis' partner, is there to meet them. 

                                   JONES
                         This is the second one this month.
                         The way I see it, you got one of
                         two scenarios. You geniuses have
                         finally made the short walk to
                         dirty and you're whacking the work.
                         Or, and this is my favorite, you
                         got a drug war raging ever so
                         quietly right under your noses. 

                                   EDDIE
                         No, see. What we do is kidnap the
                         drug dealers close relatives, you
                         know, the important ones. Wives,
                         grandmammas, infants and whatnot.
                         And we hold'em for big money. Once
                         the ransom is paid we ritually
                         sacrifice the hostages and anyone
                         else involved to the Ferret God
                         Woodrow to cover our tracks.

               Willis and Brown go stone still. A long, awkward beat. They
               might go for their guns. 

                                   MAX
                         Joke fellas. That was a joke.

               Willis and Brown exhale. Laugh nervously.  

                                   WILLIS
                         Jesus! You had us going there.

                                   MAX
                         You don't think we'd do some wild
                         shit like that, do you? 

                                   JONES
                         Hey, with you two fucknuts anything
                         is possible?

               Eddie grins huge. Max does not. 



               INT. APARTMENT BUILDING - NIGHT

               ON LOCK

               As PICK slides in.

                                   MAX (O.S.)
                         So it doesn't bother you that the
                         entire department thinks we're nut
                         jobs?

               Eddie is focused on the lock. 

                                   EDDIE
                         Fucknuts actually. And no bubba it
                         don't bother me one iota. Never
                         has. What I'm tryin' to figure out
                         is at what point did it suddenly,
                         and out of the clear blue ether,
                         bother you?  

                                   MAX
                         Like I said, it's a new day. In
                         fact, I've been thinking. Maybe we
                         should...

               THE KNOB TURNS. Max and Eddie leap back. Draw their weapons.  

               The door swings open to reveal the weasel thin, painfully
               pale, JIMMY COOPER, (white, twenties). Clad in tight Spider
               Man briefs and clutching an AK-47. 

                                   JIMMY
                         You scared me half to death bro.
                         You could've knocked. 

               Max and Eddie sight in on Jimmy. 

                                   EDDIE
                         You gonna drop the weapon or are we
                         gonna drop you?

               Jimmy drops the AK-47 and raises his hands so high his
               testicles bobble out of his underwear. Max and Eddie recoil
               in horror.

                                   EDDIE
                         Goddamit bubba!!! 

               Jimmy tucks his balls back into his drawers.

                                   MAX
                         Dude! Maybe you should think about
                         giving up the Underoose and find
                         your way into some big boy pants.
                         Back the fuck up!

               Jimmy backs up into...



               INT. JIMMY'S APARTMENT - NIGHT

               Eddie picks up Jimmy's AK-47. 

                                   EDDIE
                         Looks like a Kalashnikov.

                                   MAX
                         Looks like a parole violation.

                                   JIMMY
                         Come on guys gimme a break.

                                   MAX
                         Break? You're lucky we don't book
                         your pasty, post-mortem ass for
                         assaulting an officer after that
                         twig and berry show. 

                                   JIMMY
                         It's Phil. He's running scared.
                         Says we need the extra firepower.

                                   EDDIE
                         Runnin' scared? So Phil had nothin'
                         to do with deprivin' Rich and King
                         of what little brains they had?

                                   JIMMY
                         No way broseph. 

                                   MAX
                         We just scraped Phil's old partner
                         Teddy off six blocks of sidewalk in
                         Oakland two weeks ago.

                                   JIMMY
                         Phil had love for Teddy bro. He'd
                         never take him out. Besides,
                         tossing a five hundred pound man
                         out a window from twenty-five
                         stories up ain't exactly Phil's
                         style if you know what I mean? And
                         I think you do.

                                   EDDIE
                         The pressure is on. We don't do
                         well under pressure. You gotta give
                         us somethin'. We...
                             (eyes go wide)
                         HOLY JESUS HANGIN' OFF THE CROSS!

               ACROSS THE ROOM

               A MASSIVE PLASMA FLATSCREEN tuned to Desperate Housewives
               hangs majestically on the wall. 

               Eddie makes a bee-line to the TV. Caresses it lovingly.

                                   EDDIE
                         What are the specs on a thing like
                         this?

                                   MAX
                         The fuck? Dude, we don't have time
                         for...

                                   EDDIE
                         Hold on now bubba. Let the man
                         speak. 

               Jimmy steps around Max. Scampers over to Eddie.

                                   JIMMY
                         You gotta be really secure about
                         your meat to wield one of these
                         bro. Seventy-two inches of Hi-Def,
                         plasma fury. Progressive scan,
                         Microsoft Media connect and...
                             (grabs remote)
                         Check this out.

               Jimmy cranks the volume. 

                                   JIMMY
                             (shouting over Desperate
                              Housewives)
                         5.1 Dolby Digital surround sound. I
                         tweaked the speakers a bit to...

               Jimmy is struck dumb by a dramatic development on Desperate
               Housewives. A long beat. Finally Eddie jerks the remote from
               Jimmy's hand. Presses off. The plasma goes black. Jimmy's
               eyes go wide.

                                   JIMMY
                         What the fuck bro?

               Jimmy lunges for the remote. Eddie delivers a wicked karate
               chop to his throat. Jimmy spits and sputters. Crashes to the
               ground. 

                                   EDDIE
                         Like I said bubba. We don't do well
                         under pressure.

               Jimmy gathers his senses. He looks up to find Max and Eddie
               looming with intent. 

                                   MAX
                         Obviously, you forgot the shit.



               INT. MAX'S APARTMENT - NIGHT

               As Max, with six-pack of Papst under arm, walks into the bad
               modern art infestation that is his apartment. A kaleidoscope
               of paintings, sculptures, and knickknacks. Max is not happy. 

               BEDROOM

               As Max quietly peeks in on his wife. The sleeping JETT
               PARKER, (asian-american, twenties). Satisfied, he closes the
               door. 

               CLOSE ON JETT

               As her eyes open.

               NURSERY

               Max enters to find DOTT, (one years old), standing in her
               crib expecting his arrival. Max is crazy about her and it
               shows. 

               LIVINGROOM

               Soft Mariachi beats playing in the b.g. Max knocks back a
               Papst while playing Grand Theft Auto via his X-BOX. Dott sits
               on Max's lap cheering gleefully as he shotguns anyone who
               crosses his path. We see a tattoo on his right forearm. +1. 

                                   MAX
                             (to video game)
                         Get some! Get some! Get some!



               INT. MAX'S APARTMENT - MORNING

               Max and Dott sleep where we left them. Surrounded by empties.
               Jett, sexy in business attire, enters frame. Lifts Dott. Max
               stirs. Hung over. Head pounding.

                                   JETT
                         Nice parenting skills. Is this your
                         way of avoiding the problem? What
                         happened to your eye?

                                   MAX
                         We ran into a old college buddy of
                         Ed's who took issue with his choice
                         of life path. 

                                   JETT
                         What happened to you yesterday? I
                         waited for over an hour. 

                                   MAX
                         I never agreed to counseling.
                         That's your deal.

                                   JETT
                         You don't have to agree Max! Just
                         show the fuck up. Now we have to
                         reschedule. 
                             (beat)
                         How did Eddie take it when you told
                         him you couldn't be his partner
                         anymore?

               Max's face says it all. He didn't. Jett hands Dot back to
               Max. Storms out of the room.

                                   JETT (O.S.)
                         It's time to grow up Max.

                                   MAX
                         The man's been my partner for ten
                         years! And despite a few character
                         defects, he's a cool mufucka! I
                         trust him with my life!

               Jett comes back into the room carrying a baby bag.

                                   JETT
                         Then you're destined to lose it! 

               Jett grabs a box of wet-wipes off the kitchen counter.

                                   JETT
                         You got the same defects as he
                         does. You're a drunk, and up until
                         recently you were just as smoked
                         out. The only reason you two have
                         been partners this long is because
                         no one else will have you. And
                         don't even get me started on that
                         stupid Mariachi shit because that's
                         just...

               Jett composes herself. Grabs Dott from Max. Lays her across
               the couch. Changes her. Fastens the diaper.

                                   JETT
                         The first step to moving on is
                         dropping Eddie.

                                   MAX
                         Moving on? You talk like being a
                         cop is some hobby I picked up at
                         the Learning Annex. 

                                   JETT
                         The whole department thinks you two
                         are a couple of nut jobs. 

                                   MAX
                         Fucknuts actually.

                                   JETT
                         Fucknuts? 

               Jett is about to explode. She straps Dott into a car seat. 

                                   JETT
                         We have to start thinking about the
                         future Max. For Dott's sake. We
                         have to be more responsible.

                                   MAX
                         The fuck? Dude, it looks like Elton
                         John blew himself up in here.

                                   JETT
                         It's called art! Culture! Look into
                         it!

               Jett lifts the car seat. Crosses to the front door. She turns
               to Max. The tears come. 

                                   JETT
                         You have all the time in the world
                         for video games and wack ass
                         Mariachi CD's but can't take a
                         minute to try and save this
                         marriage. 

               And with that, Jett exits. Now it's Max's turn. His eyes
               well. He shakes it off. Picks up the game controller. Presses
               start. A beat and then...

                                   MAX
                         Get some! Get Some! Get Some!



               INT. DINER - MORNING

               Red booths and a jukebox. A man sits in the rear dressed in
               Louis The Fourteenth regalia. Powdered wig and all. PHIL THE
               FRUIT, (white, fifties), looking like Mozart on a bender,
               chain smokes Newports. Jimmy exits the rest-room with his AK. 

                                   PHIL
                         I hope you washed your hands

                                   JIMMY
                         Relax bro.

                                   PHIL
                         Don't tell me to relax you slack
                         jawed mongoloid. Do your job.

               Phil ashes the Newport. Lights another. We PUSH IN TIGHT on
               Jimmy's shirt. Pass through it to reveal... A WIRE.



               INT. BROWN IMPALA - CONTINUOUS

               Eddie listens via a small radio set-up below the dashboard. 

                                   PHIL (O.S./RADIO FILTER)
                         You skinny fuck!

               Max, carrying two lattes, knocks on the passenger side
               window. Eddie unlocks the door. Max gets in.

                                   MAX
                         What I miss?

                                   EDDIE
                         Hell if I know. I stopped listening
                         ten minutes ago. Hey, you ever stop
                         to think that if the pilgrims
                         hunted bobcat instead of turkey
                         we'd be eating pussy for
                         Thanksgiving?

                                   MAX
                         The fuck?

                                   EDDIE
                         Ponderables bubba! They're all
                         around us. Whatcha got?

                                   MAX
                         Quadruple.

                                   EDDIE
                         What?!! No sunrise cervesas?

                                   MAX
                         Time to switch it up.

                                   EDDIE
                          Stuff harshes my buzz.

               Eddie takes one. Takes a sip. Grimaces.

                                   MAX
                         Does the fact that you're a
                         narcotics detective who's pretty
                         much, HIGH, all the time seem a
                         little, I don't know, fucked up? 

                                   EDDIE
                         The weed helps silence the voices
                         in my head telling me to murder you
                         and defile your dead body. Over and
                         over and over again.

               Eddie grins big. Max just stares back. 

                                   EDDIE
                         Look, I'm on the front line of this
                         here drug war. The more sweet Chiba
                         I smoke up the less product there
                         is to hit the streets and end up in
                         the hands of the children. Cause
                         it's all about the children bubba.
                         And the fact that I enjoy my job?
                         Well that's just gravy.

                                   MAX
                         No. That's why this shit ain't
                         gonna work anymore.

                                   EDDIE
                         What shit? 

               Eddie props his foot up to reveal he's wearing the late King
               Kahn's yellow gators. Max flips.

                                   MAX
                         This shit right here! Property is
                         not your fucking closet!

                                   EDDIE
                         All my fly gear comes from
                         property. You know that.

                                   MAX
                         Yes I do! I also know that it's
                         against regulations. And, in my
                         personal opinion, kinda creepy! 

                                   EDDIE
                         You say creepy. I say kismet. 

                                   MAX
                         The fuck?

                                   EDDIE
                         What are the odds that there's some
                         guy walkin' around the city with
                         the type of hip, colorful, uncanny
                         fashion sense I dig?
                         Now, what are the odds that this
                         same florid, unearthly fellow wears
                         an eleven and a half shoe? Now
                         eleven and a half just happens to
                         be my shoe size, follow me? Now,
                         here's the clincher so pay
                         attention. What are the odds that
                         this... this... gilded, paranormal
                         motherfucker with the size eleven
                         and a half foot, would be the
                         victim of a homicide in my part of
                         town. Get it? It's fate bubba.
                         Destiny. These shoes were mine the
                         day King bought them and he didn't
                         even know it.

                                   MAX
                         Oh my God! Dude, you're retarded. 
                             (beat)
                         If I was in a room with you and two
                         zombies, and I had a gun with two
                         bullets, I'd shoot you in the head
                         twice.

               Across the street a man on a high end mountain-bike pedals up
               to the front of the diner. Max grabs a pair of binoculars off
               the dash.

               MAX'S POV - THROUGH BINOCULARS

               The man parks the bike. Walks to the door of the diner. It's
               Watts, Cleo's henchman.



               EXT. DINER - MORNING

               As Jimmy, with AK at the ready, opens the door for Watts.
               Watts sizes him up. Smiles. Slowly raises his hands.  



               INT. DINER - CONTINUOUS

               Watts enters hands up. Jimmy frisks him. Watts is unarmed.
               Phil motions for Watts to sit. He does. Phil eyes Watts.
               Cocks his head to one side like a perplexed poodle. 

                                   WATTS
                         Mr. Bell sent me along to make a
                         final offer.

                                   PHIL
                         Please inform your employer that
                         the next time he decides to send
                         some inbred bootlick to discuss the
                         business of men, I'm going to take
                         it as an insult. But this time I'm
                         willing to make an exception. Hurry
                         up. I have a soiree to get back to.

               Watt's shifts in his seat. Cuts a side-glance to Jimmy.  

                                   PHIL
                         I'm curious to see how Mr. Bell
                         plans to follow up his initial
                         edict of "get down or lay down."
                         So... lets hear this final offer.

               A beat. Watts leans to Phil. In a flash he pulls a blade from
               his belt buckle. Slits Phil's throat. 

               Watts turns... catches the barrel of the Jimmy's AK... Jimmy
               pulls the trigger... the safety is on... Watts pushes the
               barrel hard... the butt smashes into Jimmy's nose, breaking
               it... Watts takes the AK... flips the safety... sprays Jimmy.



               EXT. DINER - DAY

               Watts exits the diner with AK in hand.

                                   EDDIE(O.S.)
                         POLICE BITCH!!!

               Watts spins, sights in on Max and Eddie... dumps the rest of
               the clip...   

               Max and Eddie hit the pavement as rounds WHIZZ over their
               heads... They return fire...

               Watts drops the empty AK... jumps on his bike... pedals off
               fast and hard...

               Max and Eddie dart back towards the car into the path of a...

               CITY TRASH TRUCK!

               That swerves to miss them... slams into their BROWN IMPALA,
               completely annihilating it... 

               Max and Eddie reverse direction... give chase on foot into...



               EXT. DOWNTOWN SAN FRANCISCO/RUSHHOUR - MORNING

               Where a mass of humanity clog the sidewalk and street...
               there's a disturbance... the crowd parts to reveal...

               Watts pedaling through and over the crowd... he pulls a GLOCK
               9mm from his bike bag... fires into the air...

               THE CROWD! 

               Some hit the pavement... some run into passing cars... 

               Max and Eddie fire into the air to part the hoard with
               limited success... they come across...

               A GROUP OF KIDS ON BICYCLES! 

               Itty-bitty, pink and pretty, banana seat specials complete
               with white baskets and lavender tasseled squeeze horns... 
               Max and Eddie slam into the kids like linebackers... knocking
               them down hard and taking their bikes...

               Watts reaches an intersection... turns to see...

               Max and Eddie gaining... the banana seat specials swaying
               violently from side to side as both men struggle, almost
               comically, for speed...    

               Watts spins 180 degrees and dumps a full clip at... 

               Max and Eddie who slam the bikes to the sidewalk as innocent
               bystanders drop around them... they return fire... hitting...

               Watts several times... he falls... staggers to his feet...
               reloads... gets back on his bike and power pedals up a... 

               HILL! 

               As Max and Eddie round the corner to see... 

               Watts pedaling up the hill like Lance Armstrong on crack...
               He collapses, bleeding heavily from his wounds...   

               Max and Eddie pursue him up the hill... run out of gas half
               way... they crash into each other and fall into the street
               gasping like fish on a hot deck... Max points to the top of
               the hill... Eddie turns to see... 

               Watts struggling to his feet... his only way out is back
               down... he loads a second Glock... climbs back on his bike...
               pushes off down the hill hands free...

               Max and Eddie scramble to their feet... take cover behind
               trash cans... they reload just as...

               Watts zooms by firing tandem Glocks at...

               Max and Eddie who meet Watts' challenge head on... they run
               into the street guns blazing, hitting...

               Watts who drops both guns... looks up just in time to see...

               THE TROLLEY CAR! 

               That takes him out.



               EXT. ZAMORA ESTATE/JUST OUTSIDE MEXICO CITY - DAY

               A sprawling, glittering mansion. A phone RINGS.



               INT. ZAMORA ESTATE - DAY

               As a servant hands the phone to VINCENT ZAMORA, (mexican,
               fifties).

                                   ZAMORA
                         Cleo, my friend. Good news I hope.

               Cleo is on the other end.

                                   CLEO
                         San Francisco is open for business.

               Zamora grins big.



               INT. SAN FRANCISCO POLICE DEPARTMENT - DAY

               NARCOTICS SQUAD ROOM/BULLPEN

               Max and Eddie enter to a standing ovation. They pass Willis
               and Jones.

                                   JONES
                         Bravo! You fucknuts really outdid
                         yourselves!

               Max flips off the left side of room. Eddie the right.

               Wheelchair bound CAPTAIN SHEILA RAMOS,(white, forties), rolls
               out of her office. She is furious.

                                   RAMOS
                         Parker! James! In my office, now!

               With heads hung low Max and Eddie enter Capt. Ramos' office.
               She slams the door. Closes the blinds.   

               Willis nudges Jones.

                                   WILLIS
                         I'd hate to be them right about
                         now.



               INT. CAPT. RAMOS' OFFICE - DAY

               As Capt. Ramos fills three glasses with her very best Scotch.
               Glenlevit to be exact. The walls of her office are covered
               with every award and commendation one cop can get.  

                                   EDDIE
                         . . . so I look up and this fucker
                         is comin' back down the hill
                         bustin' caps like a rap star gone
                         platinum, right?

               Capt. Ramos hangs on every word.

                                   EDDIE
                         So I spring up like a goddamn
                         thunder cat and I draw down on him
                         Dirty Harry style, know what I mean
                         Legs? Some real Callahan-esque type
                         wildness, right? Max is bitchin'up
                         on me... 
                             (girly voice)
                         DEY SHOOTIN'! DEY SHOOTIN'! WE GONE
                         DIE! WE GONE DIE!
                             (end voice)
                         So I'm like, "Get a grip bitch!"
                         and I smack em up, right?

                                   MAX
                         Dude, he's lying...

                                   EDDIE
                         So everybody's sprayin' and
                         prayin'. And just when it looks
                         like we've eatin' our last piece of
                         gov'ment cheese BAM! A trolley car
                         comes along and puts it all back in
                         perspective. 

               Capt. Ramos closes her eyes. Breaths in her vicarious thrill.
               A beat and then...  

                                   RAMOS
                         How's that pecker, Parker?

                                   MAX
                         Excuse me?

                                   RAMOS
                         Pecker. You know... Peter. Pud.
                         Penis. Pocket Rocket. Johnson.
                         Manroot. Tallywacker. Trouser
                         snake. Cock. Shaft. Bone. Shlong.
                         Dick...

                                   MAX
                         What about it?

               Capt. Ramos and Eddie chuckle.

                                   RAMOS
                         I heard you're having a little
                         trouble raisin' the tent.

               Max looks to Eddie. Eddie shrugs. 

                                   MAX
                         The delivery room experience can be
                         rough on a guy Captain.

                                   RAMOS
                         Delivery room? Pardon me for asking
                         Parker but when was the last time
                         you got your boots knocked?

                                   MAX
                         About a year...
                             (long beat)
                         And a half.

               The room goes still. A beat and then...

                                   EDDIE
                         So, Legs! Was that a single malt or
                         what?

                                    RAMOS
                         Single Malt. Blended is for
                         pussies. How's Thelma looking these
                         days?

                                   EDDIE
                         As beautiful as ever.  

                                   RAMOS
                         Good to hear it. Listen up! The
                         Chief is asking for your shields.

                                   EDDIE
                         What's up papa bear's ass? That
                         som' bitch's had it out for us from
                         day one.

                                   RAMOS
                         Well... maybe you two shouldn't
                         have fucked his wife.

               A pin-dropping silence ensues. Seems as though our guys had
               forgotten about that.

                                   MAX
                         I was a different man then Captain.

               The Captain looks to Eddie.

                                   EDDIE
                         I'm pretty much the same.

                                   RAMOS
                         Well, non the less, you're my guys.
                         And in spite of what many in this
                         department would consider
                         questionable methods, results
                         happen. I'll protect you as long as
                         I can, but a lot of bad shit is
                         about to come down because of what
                         happened this morning...

               Capt. Ramos rolls over to a cabinet. Returns the bottle of
               Scotch.

                                   RAMOS
                         ...If you don't come up big on this
                         one, and I mean BIG. You're fucked. 

               Lt. Ramos wheels to her office door.

                                   RAMOS
                         The pressure is on gentlemen.

               Max and Eddie share an uneasy look.

                                   MAX
                         Captain we don't do well under
                         pressure.

                                   RAMOS
                         Tuff shit. You ready to sell this?

               Max and Eddie get to their feet. Capt. Ramos opens the door.
               In an instant she goes from chill to ill.

                                   RAMOS
                         The next time you two fuck ups pull
                         a stunt like this, I'll have your
                         shields!! Do I make myself clear?
                         Get the fuck out of my sight!

               Max and Eddie shuffle toward the door. Capt. Ramos wheels up
               behind them. Gives her boys a wink. Slams the door. Hard!

               NARCOTICS SQUAD ROOM/BULLPEN - CONTINUOS

               Max and Eddie keep up the act. Looking dejected as the other
               detectives turn away. RUTH, a lab technician, runs up and
               slaps a file in Max's hand.

                                   RUTH
                         I got a positive ID on Lance
                         Armstrong. Real name Kenneth Watts.
                         He's got a Berkley address and a
                         wife to go with it. Now get this!
                         He was a prison guard at Lompoc who
                         was accused of organizing blood
                         sports between inmates for fun and
                         profit. One disciplinary suspension
                         later he was back on the job. But
                         when I called the warden's office
                         they told me that he quit six
                         months ago without explanation.

               Max opens the folder.

               CLOSE ON FOLDER

               An 8 x 10 blow-up of Ken Watts' Lompoc ID.  



               INT. FEDERAL BUILDING/BRIEFING ROOM - DAY

               Packed with agitated SENIOR AGENTS. Especially pissed is
               Special Agent in Charge HAGEN, (white, fifties). 

               Dobbs, shades on, breezes in with a posse of hard assed,
               Neocon spawn in tow. Agents KELLY, ATKINS, and GREEN.

               On the conference table sits an overhead projector primed and
               ready. Dobbs gets right to it. He removes his shades. His
               jacket.

                                   DOBBS
                         Lets rock!

               The lights are dimmed. Dobbs places a photo of VINCENT ZAMORA
               on the overhead projector. 

                                   DOBBS
                         Vincent Zamora. With an estimated
                         worth of 2 billion he has out
                         muscled, out-hustled,
                         outmaneuvered, and out-lasted to
                         become one of the richest and most
                         powerful narcos in all of Mexico
                         and Central America. But you want
                         to know what really puckers my O
                         ring? We helped him do it.

               Next photo is of Zamora shaking hands with Oliver North.

                                   DOBBS
                         Not since Manuel Noriega has one
                         cat so deftly pimped the political
                         clout afforded him as a CIA asset.
                         From 1984 to 1996 Mr. Zamora's
                         cooperation was invaluable in
                         overthrowing two corrupt regimes
                         and in bringing to justice the
                         heads of some of the most violent
                         cartels the world has ever seen.
                         What the State Department either
                         failed to realize, or chose to
                         ignore, was that while Mr. Zamora
                         was helping make Central America
                         safe for democracy, he was using us
                         to eliminate the competition.

               Next photo: Manuel Noriega behind bars. 

                                   DOBBS
                         With every khaki suited strongman
                         put down and cocaine cowboy eighty
                         sixed, Mr. Zamora found a way to
                         exploit the void and, in the
                         process, build a criminal empire
                         more powerful and violent than
                         anything that preceded it. 

               Next quick series of photos: Bullet riddled bodies. Pure
               narco mayhem.

                                   DOBBS
                         By the mid-nineties our culpability
                         in such matters had become front
                         page news. So in an effort to save
                         whatever face was left, this agency
                         was brought in to make a case
                         against Mr. Zamora.

               Next photo: Mr. Zamora, in cuffs, being escorted to prison by
               a younger bad-ass Dobbs and his puffed up, bad-ass DEA posse. 

                                   DOBBS
                         Thanks to yours truly, Vincent
                         Zamora became Federal Prisoner
                         39386-33. And he was with us for
                         seven glorious years until his
                         conviction was overturned on a
                         technicality. 

               Dobbs turns off the overhead projector. Stares down the whole
               room. 

                                   DOBBS
                         Now some of you have wondered why
                         this cat gives me such a hard on. A
                         few of you have even surmised that,
                         in an otherwise stellar career,
                         Vincent Zamora represents, for me
                         at least, the proverbial one that
                         got away.

               Dobbs gets another folder. He places a photo on the overhead.

                                   DOBBS
                         For years our foreign policy has
                         operated on the premise that my
                         enemy's enemy is my friend. A
                         logical approach that takes into
                         account that, hey baby, pimp
                         smacking evildoers is hard work.
                         And you got to pay to play.
                         Sometimes it takes a greater evil
                         to get the job done. But what
                         happens when our friend's enemy is
                         defeated? What is the price for
                         failing to deal with our new
                         friend...
                             (beat)
                          The greater evil?

               Dobbs flips on the overhead projector to reveal the last
               photo. Flight #175 as it slams into the south tower of the
               World Trade Center. 

                                   DOBBS
                         Any questions?

               Only silence. Dobbs smiles. "That's what I thought." He
               gathers his gear. Dons his shades. Moves for the door with
               his boys in tow.



               INT. WALDEN BOOKS - DAY

               As Cleo Bell reads an excerpt from his book. His following
               has grown considerably since the last reading.  

                                   CLEO
                         ..."Not everything that is faced
                         can be changed. But nothing can be
                         changed until it is faced."

               Applause all around. Cleo takes a bow.

               LATER

               Cleo sits at a table signing copies of his book for some of
               his new disciples. 

               As Cleo signs his name to the inside cover of yet another
               copy of I Will, Niles tips in behind him. 

                                   NILES
                             (whispers)
                         We got a problem.



               INT. SAN FRANCISCO POLICE DEPARTMENT/PROPERTY LOCK-UP - DAY

               Where we find Eddie lounging against the sign-out window
               thumbing a copy of Hustler Magazine while fingering his nose. 
               Max enters. 

                                   MAX
                         Did you make it to the motor pool? 

               Eddie tosses the magazine aside.

                                   EDDIE
                         You're not gonna be to happy bubba.
                         We got the only thing left. That's
                         what Pistol Pete told me anyway.
                         Same make. Same model. From shit
                         brown to dingy white. Which I
                         figure to mean we're movin' up in
                         the world. It's parked round back.

               The property clerk, Sgt. VALEZ, appears in the window. 

                                   VALEZ
                         Mad Max in the flesh! Where you
                         been fool? I see your man down here
                         all the time! You too good to hang
                         out down here with us foot
                         soldiers? 

               Eddie slips Valez a folded $100 on the sly. Valez opens the
               gate to the property room. 

                                   MAX
                         I'm just not in the habit of
                         confusing property with a discount
                         outlet for dead people's clothing.
                         Unlike my partner here.

                                   EDDIE
                         It's not what you think bubba. Just
                         takin' a shortcut is all.



               EXT. SAN FRANCISCO POLICE DEPARTMENT/PROPERTY LOCK-UP - DAY

               THE REAR LOADING DOCK

               As a garage door rises. Max, Eddie, and Valez exit to find
               the new Impala. A beat to shit, off white, rust bucket with
               tires. Hubcaps not included. 

                                   VALEZ
                         Be back in a sec. 

               Valez runs back into property lock-up.

                                   MAX
                         What the fuck is this?

                                   EDDIE
                         Our new chariot.

               Max inspects the car. 

                                   MAX
                         I don't believe it. Does this piece
                         of shit even run? What are we
                         supposed to do, put a sail on the
                         roof of this mufucka and pray like
                         hell for a breeze? How are we
                         supposed to make moves in this? We
                         deserve better than this Ed.

                                   EDDIE
                         Preachin' to the choir bubba.
                         Preachin' to the choir.

               Valez rounds the corner wheeling Jimmy's 72' plasma flat
               screen TV on a dolly.

                                   VALEZ
                         Here you go.

               Eddie grins big. Max is stunned.

                                   MAX
                         The fuck? Please tell me that's not
                         Jimmy's TV.

                                   EDDIE
                         Hold on now bubba. We talked about
                         clothing. We never discussed
                         electronics. Besides, it ain't like
                         Jimmy's gonna be adjustin' the hue
                         on this baby anytime soon so stop
                         your bitchin' and help me tie her
                         to the roof.

                                   MAX
                         Fuck that noise. It's not right.

               Eddie can't believe his ears. He looks at Valez in amazement
               and then back to Max.

                                   EDDIE
                         Not right? What in God's name is
                         that woman doin' to your head?
                         Where's my little mas macho negro?

                                   MAX
                         Like I told you before, it's a new
                         day. And leave Jett out of this,
                         a'ight? She has nothing to do with
                         it.

                                   EDDIE
                         I choose to differ my brotha.

                                   MAX
                         Is that a fact?

                                   EDDIE
                         A fact it is.

               Eddie wraps his arms around the plasma.

                                   EDDIE
                         That something this beautiful could
                         be locked away in a cold, dark room
                         all alone with no one to enjoy her
                         warm glow. Her crisp 1080i
                         resolution. Her 5.1 Dolby Digital
                         surround sound. Her picture within
                         a picture option. That, my friend,
                         is not right.
                             (Eddie strokes the TV
                              lovingly)
                         I LOVE HER SO MUCH!!

               Max is still unconvinced. Eddie takes a new angle. 

                                   EDDIE
                         Imagine what Sol De Mexico will
                         look like on this thing.

               CLOSE ON MAX 

               He's imagining and it's good. Very good. A beat and then...

                                   EDDIE (O.S.)
                         Imagine what they'd sound like.

               Max keeps imagining until the opening strains of
               "Guadalajara" by Mariachi Sol De Mexico rise. A beat and
               then...



               EXT. CITY STREET - DAY

               Where an off white, rusty assed Impala, with a plasma flat
               screen tied to the roof, blows through a red light. Chronic
               smoke and "Guadalajara" bellowing from the windows.    



               INT. RUSTY WHITE IMPALA - DAY

               As Max and Eddie sing loud with the music. We notice the
               faint, far off sound of HELICOPTERS. A call comes over the
               rover. Max turns the music down to hear...

                                   POLICE DISPATCH (O.S.)
                         All units in the vicinity. Pursuit
                         in progress. Be advised. Suspects
                         are armed and...

               Eddie switches off the Police radio. Ashes his joint.

                                   MAX
                         Have you lost your mind?

                                   EDDIE
                         We can't answer that call bubba.

                                   MAX
                         And why is that?

               The sound of the HELICOPTERS gets closer. Now accompanied by
               SIRENS. Lots of SIRENS.

                                   EDDIE
                         If you think I'm gonna get into a
                         high speed altercation with seventy
                         two inches of plasma fury tied to
                         my roof you got another thing
                         comin'.

               Max hits on. Eddie hits off. The HELICOPTERS and SIRENS sound
               as if there right on top of them.

                                   EDDIE
                         You're not hearin' me bubba.

                                   MAX
                         Are you hearing you?

                                   EDDIE
                         We're gonna cruise by my place,
                         mount her on the wall so she looks
                         real nice with no wires and whatnot
                         showin', and then, if the pursuit
                         is still poppin' off, I'll be more
                         than happy to get my chase on.
                         Until then, we're off the grid.

               Over Max's shoulder, out of the passenger side window, A
               VINTAGE BLACK CADDILAC with A DOZEN POLICE CRUISERS in tow,
               heading right for them. It spins. Sideswipes Max and Eddie. 



               EXT. CITY STREET/OVERHEAD VIEW - CONTINUOUS

               As Max and Eddie's off-white rust bucket and the black Caddy
               RUN SIDE BY SIDE with a SHIT LOAD OF BLACK AND WHITES IN HOT
               PURSUIT...



               INT. RUSTY WHITE IMPALA - CONTINUOUS

               Max and Eddie glance over into the black Caddy to see...

               MAX AND EDDIE'S POV

               FOUR MEN with panty hose pulled over their heads staring
               right back at them...

               Eddie takes it all in. Leans back in his seat...

                                   EDDIE
                         Okay. Plan B! 
                             (beat)
                         We're in an unmarked car so if we
                         can just play it cool long enough
                         for me to make a left at the next
                         light we can...  

               Max sticks the dome light to the dash... draws his .38...

                                   EDDIE
                         Okay, apparently we differ on what
                         playin' it cool means. 

               One of the stocking cap crew produces a shotgun... racks the
               slide... takes aim at... 

                                   EDDIE
                         Max!!!!

               Max ducks... Eddie hits the breaks just as...

               ...BOOM!!!!

               The first blast takes out the passenger side window...



               EXT. RUSTY WHITE IMPALA - CONTINUOUS

               ...BOOM!!!!

               The second blast blows the plasma flat-screen to shit... Max
               and Eddie spin out... come to a stop... the pursuing POLICE
               CRUISERS dart around them... 



               INT. RUSTY WHITE IMPALA - CONTINUOUS

               As the electronic guts of the plasma TV slide down the
               windshield and off the hood... additional POLICE CRUISERS zip
               around them to join the chase... 

                                   MAX
                         No they didn't?

                                   EDDIE
                         Yes they did.
                             (beat)
                         Those motherfuckers killed my TV!!!

               Max does a double take. "I was talking about me!" Eddie is
               pissed. He draws his Glock.

                                   EDDIE
                         My buzz is harshed. Somebodies got
                         to hurt.

               CLOSE ON GAS PEDDLE

               As Eddie floors it...



               EXT. RUSTY WHITE IMPALA - CONTINUOUS

               Tires spin and burn... the car whips around wildly, and 
               rockets off in the direction of the chase... stops... spins
               again... takes a side street...

                                   MAX (O.S.)
                         EASY!!

                                                          CUT TO BLACK:



               INT. RUSTY WHITE IMPALA - DAY

               ZERO GRAVITY: IN SLOW MOTION/w SOUND TO MATCH

               As Max and Eddie experience the negative G's of a jump.
               Anything not nailed down ascends toward the roof of the car.
               Seat-belts prevent Max and Eddie from doing the same... 

               MAX AND EDDIE'S POV

               Through the windshield as the street comes up to meet them...

               ON MAX AND EDDIE

               As they scream and brace for...

               END SLOW MOTION:



               EXT. THE STREETS OF SAN FRANCISCO - CONTINUOUS

               ...IMPACT!!

               As the Impala lands hard enough to flex the frame and pop off
               all the doors... it veers left... right... 

                                   MAX
                         Are you trying to kill us?

                                   EDDIE
                         I got this bubba! Just keep your
                         arm and legs in the vehicle and
                         everything's gonna be fine! 

               THE BLACK CADDY!

               Zips in front of them... Eddie cuts the wheel hard... the
               WHITE IMPALA is now between the fleeing BLACK CADDY and the
               pursuing POLICE VEHICLES... it's a carnival of SIRENS and    
               BLAZING LIGHTS... POLICE and NEWS HELICOPTERS zip back and
               forth overhead... Eddie follows THE BLACK CADDY over...

               A HILL/THE FIRST OF MANY!

               As THE CADDY sails over the top... the IMPALA is next...
               after that, TWO DOZEN PATROL CARS... every vehicle catches
               serious air as they come over the hill... three sometimes
               four PATROL CARS airborne simultaneously... 

               Max and Eddie pull up close to THE BLACK CADDY... TWO
               STOCKING GUYS in the back seat of THE CADDY ready their
               weapons... THE CADDY slows to get a shot off... 

                                   EDDIE
                         You wanna play bitch?

               Eddie unleashes a fusillade of thirteen shots into the back
               window of THE CADDY killing both men...   

                                   EDDIE
                         How's that work for you?

               The black Caddy zigs left... Zags right... Rockets off...

               TWO PATROL CARS!

               Cut in front of THE BLACK CADDY in an attempt to block it's
               path.... THE BLACK CADDY skillfully zips around the TWO
               PATROL CARS... THE STOCKING GUY in the passenger seat of the
               CADDY opens up on the PATROL CARS with an ASSAULT RIFLE...

               The bullet riddled PATROL CARS veer into oncoming traffic...
               the FIRST PATROL CAR slams head on into a PICK-UP TRUCK...
               the impact is spectacular... the SECOND PATROL CAR makes a
               bee-line towards a...



               CHINESE RESTAURANT - CONTINUOUS

               As the SECOND PATROL CAR plows into the building with a
               deafening CRASH... DINERS run for their lives as THE PATROL
               CAR annihilates the dining area before coming to a stop in
               the restaurant's kitchen...

               NEWS CHOPPER'S POV

               A bird's eye view of the chase... we watch as THE BLACK CADDY
               takes a freeway on-ramp going the wrong way... THE PATROL
               CARS start to fall back...

                                   NEWS REPORTER #1 (O.S.)
                         ... if you've just joined us the
                         situation has taken a turn for the
                         worse. The suspects have jumped on
                         the 880 freeway going the wrong
                         way. It would appear that the
                         police, in an attempt to de
                         escalate the situation, have
                         decided to pull back their... hold
                         on. Wait a minute...

               As the PATROL CARS slow up a rusty WHITE IMPALA charges ahead
               of the pack to pursue THE BLACK CADDY onto the freeway...

                                   NEWS REPORTER #2 (O.S.)
                         What's going on Bill?

                                   NEWS REPORTER #1 (O.S.)
                         It would appear that someone didn't
                         get the memo.



               EXT. 880 FREEWAY - CONTINUOUS

               As Max and Eddie's doorless WHITE IMPALA chases THE BLACK
               CADDY into... 

               ONCOMING TRAFFIC where cars brake and veer wildly in an
               effort to clear the way for the chase...

               Max is pissed...

                                   MAX
                         STOP THIS FUCKING CAR!

                                   EDDIE
                         I'm really gettin' tired of this
                         "new day" attitude bullshit! I want
                         "ride or die" back. I want...

               Max takes his coat off... pissed turns to absolute and all
               consuming rage...

                                   EDDIE
                         That's what I'm...

                                   MAX
                         SHUT THE FUCK UP!!

               Eddie grin's big... The right buttons have been pushed... 

                                   MAX
                         GET ME CLOSE AND I'LL END THIS SHIT
                         MY DAMN SELF!

               Eddie floors it... quickly closes the distance between them
               and THE BLACK CADDY...

               Traffic starts to back up... cars break hard and stop...

               AN EIGHTEEN WHEELER HAULING LIVE CHICKENS can't make the
               adjustment... slams into SEVERAL CARS, pancaking them just
               as...

               Max and Eddie do a pit maneuver on THE BLACK CADDY... MAX
               sights in with his .38... opens fire on...

               THE BLACK CADDY as the driver is hit in the head... the car
               accelerates under the jab of the dead man's foot... collides
               into the PANCAKED CAR PILE-UP so hard it flips up, end over
               and lands in...

               THE EIGHTEEN WHEELER'S CHICKEN FILLED TRAILER

               As the car explodes... blowing flaming chicken parts up and
               out in all directions...

               Max and Eddie try to dodge the expanding ball of fire and
               feathers... flaming chicken carcasses rocket towards the
               car... one comes through the windshield... the guys scramble
               to get the flaming poultry out... Suddenly, the car bursts
               into flames around them... they scream...



               FREEWAY OVERPASS - CONTINUOUS

               As the ball of fire that was Max and Eddie's WHITE IMPALA
               sails off the overpass... 



               EXT. BACKYARD - DAY

               Lushly landscaped grounds complete with swimming pool. A
               distraught man stands poolside with a gun pressed to his
               temple. 

                                   SUICIDAL MAN
                         This is it. Show me you haven't
                         abandoned me Jesus. I need a sign
                         Lord.

               On cue, a fiery comet, spewing obscenities and trailing
               chicken feathers, banks off a grouping of palm trees and
               noses into the pool with a terrific SPLASH! Drenching the
               Suicidal man in half his pool and palm debris.  

               Max and Eddie slog out of the pool. Wild eyed and out of
               breath from their ordeal.

               THE SUICIDAL MAN'S POV

               Max and Eddie standing in a shaft of light with chicken
               feathers swirling around them all angelic like. Eddie grins
               big. 

                                   EDDIE
                         Got a phone we can use bubba?

               The Suicidal Man crumbles at Max and Eddie's feet. Weeping
               profusely.

                                   SUICIDAL MAN
                         Thank you Lord! Thank you Jesus!



               INT. DOBBS' HOUSE - NIGHT

               As Dobbs answers his back-door clad in a bathrobe. It's Cleo
               and Niles. 

                                   DOBBS
                         This better be good.



               INT. DOBBS' STUDY - NIGHT

               The lair of an ex-jock. All club chairs and baseball
               memorabilia. Dobbs sits on a long leather couch eating a corn
               dog. Niles and Cleo sit across from him. Cleo is visibly
               distressed by the sight of Dobbs eating meat.

                                   DOBBS
                         Ken had a wife?

                                   CLEO
                         For several years. 

                                   DOBBS
                         The mind reels. Who'd marry white
                         trash, gator shit like Ken?

                                   CLEO
                         The man is dead brotha. Show some
                         respect.

               Dobbs' mood turns on a dime.

                                   DOBBS
                         Fuck you convict! If I need a
                         clinic on decorum I'll call Miss
                         Manners! And I'm not your "brotha"
                         so leave that shit in the ghetto
                         where it belongs. "Feel me, dog!" 

               Niles looks to Cleo. "You gonna take that?" Cleo remains
               silent. His eyes on the corn-dog. Dobbs gets to his feet. 

                                   DOBBS
                         You'd think that little clit wag of
                         his would have enough to worry
                         about. But if that's the game she
                         wants to play it's peachy with me
                         baby. You fuck me and the Dobbs
                         fucks back. So what's the damage? 

               Cleo's forehead is starting to bead. 

                                   DOBBS
                         What the hell is wrong with you?
                             (realizing it's the corn
                              dog)
                         Oh give me a fucking break!!

               Dobbs whips the corn-dog across the room.

                                   DOBBS
                         That better pussy? My God!

               Cleo swallows hard. Regains his composure. A beat and then...

                                   CLEO
                         He kept a journal detailing the
                         covert nature of his relationship
                         with the DEA.
                         In it, he names the  controlling
                         agent, and lists crimes committed,
                         at the agent's behest, by a high
                         level, confidential informant.  

               Dobbs and Cleo lock eyes. "We're fucked!" A beat and then...

                                   DOBBS
                         Has your business arrangement with
                         Zamora been compromised in any way?

                                   CLEO
                         No, but...

               Dobbs pumps his arm ala Tiger Woods'. Cleo is perplexed.

                                   DOBBS
                         I love it. So what we're talking
                         about here is a bump in the road? 

                                   CLEO
                         The woman is serious. She wants
                         money or she's going to the Feds.

                                   DOBBS
                         I am the goddamn Feds!

                                   CLEO
                         So what do you want me to do?

                                   DOBBS
                         You're the resident bad ass here
                         thuglife. Do what you do baby. 

                                   CLEO
                         She's a civilian.

                                   DOBBS
                         Zamora is my objective. And nothing
                         is going to get in the way of that.

               Cleo looks at Niles and then back to Dobbs.

                                   CLEO
                         You do realize what you're saying,
                         right?

                                   DOBBS
                         No baby, see, the real question
                         is... do you?

               Suddenly, the door swings open. TYLER, Dobbs' five year old
               son, enters.

                                   TYLER
                         Daddy I can't sleep.

               Again, Dobbs mood shifts on a dime. From talking murder to
               family man. He picks up Tyler.

                                   DOBBS
                         How's my little man?

               Dobbs musses Tyler's hair. 

                                   DOBBS
                         You cats want to see something
                         wicked? My kid makes a vodka
                         martini that will cross your
                         fucking eyes. A real prodigy. It's
                         like he was a bartender in a past
                         life or something. I know the
                         health fag is out. Niles, my man,
                         you in?

                                   NILES
                         Cool.

               Dobbs puts Tyler down. Tyler runs to the bar and giddily goes
               to work. Dobbs sits down on the couch.

                                   DOBBS
                         I'm curious convict. How does
                         freedom taste? How's it feel? I ask
                         because a cat like me is wont to
                         take such liberties for granted. I
                         mean, my only experience with a
                         cage is putting assclowns like you
                         in them. 

               The bar is taller than Tyler. Only his little hands are seen
               pouring, mixing, and shaking with a skill beyond his years.
               Niles is absolutely mesmerized.

                                   DOBBS 
                         Some people will do anything not to
                         go back. Are you one of those
                         people convict?

               Tyler tows in a Radio Flyer with two martinis and a bottled
               water. Niles and Dobbs grab the martinis. Cleo the water.
               Niles takes a sip. A hush falls, and then...

                                   NILES
                         Daaaaaayum!!!

               Tyler launches into a giggle fit. Dobbs beams.

                                   DOBBS
                         What did I tell you? Is he the
                         white Isaac or what? 
                             (turns to Cleo)
                         Yo! Convict!

               Dobbs and Cleo lock eyes.

                                   DOBBS
                         While you're there, don't forget
                         the journal.

               Dobbs gives Cleo a smile with a dash of sinister. Takes the
               first sip of his Martini. 

                                   DOBBS
                         Mmmm. That's good.



               INT. SAN FRANCISCO POLICE DEPARTMENT/MOTOR POOL - DAY

               Where Police Cruisers and unmarked vehicles sit in various
               stages of repair. Max attempts to flag down "PISTOL" PETE,
               (chinese, fifties), the head mechanic.

                                   MAX
                         Yo! Pete!

               Pistol Pete keeps walking. He's pissed. 

                                   MAX
                         Oh, so it's like that now? I
                         thought you was my nigga.

               Pistol Pete whips around to face Max.

                                   PISTOL PETE
                             (ridiculously thick
                              Chinese accent)
                         Fuck you! I am no longer your
                         nigga!

               Max almost laughs.

                                   MAX
                         I'm sorry. I lost you after fuck
                         you.

               Pistol Pete storms away. Max chases after him.

                                   MAX
                         Dude, seriously. I don't have time
                         for this shit. You gonna work with
                         me or what?

               Again, Pete whips around to face Max.

                                   PISTOL PETE
                         Haven't you caused enough damage?
                         You wreck everything! We have no
                         more car for you. Go and fuck
                         yourself real hard!

               Before Max can retort his cell phone rings. He picks up.

                                   MAX
                         What!

               Pistol Pete continues to spit venom in a mix of English and
               Chinese.

                                   EDDIE (O.S./PHONE FILTER)
                         What's happenin' bubba?

                                   MAX
                         Trying to hit The Pistol up for
                         another ride. 

                                   EDDIE (O.S./PHONE FILTER)
                         I had a feelin' he might be a tad
                         hostile.

                                   MAX
                         Tad my ass. 

               Pistol Pete steps to Max.

                                   PISTOL PETE
                         ...no driving motherfucker.

               Max steps back.

                                   MAX
                         No you didn't...

                                   PISTOL PETE
                         Yes I did motherfucker...

                                   MAX
                         I will knock your little Shoalin...

                                   EDDIE (O.S./PHONE FILTER)
                         Max! Max! Forget it! Thelma's gonna
                         help us out.

               Max is stunned. Pistol Pete is still cursing him out in
               "Englinese". Max takes the phone from his ear.

                                   MAX
                         A'ight! I got it! 

               And with that, Pistol Pete falls silent. Storms away. Max
               shakes his head in disbelief.

                                   MAX
                         Damn!!!
                             (puts phone to ear)
                         Say that again!

                                   EDDIE (O.S./PHONE FILTER)
                         Walk outside.



               EXT. SAN FRANCISCO POLICE DEPARTMENT/MOTOR POOL - DAY

               As Max exits. We hear loud MARIACHI MUSIC. A horn BLOWS. Max
               turns. Zooming toward him is...

               THELMA

               A black, tricked the fuck out, 1976 CHEVY VAN. Complete with
               flare fenders, tinted "bubble" windows and a CLINT EASTWOOD 
               MURAL airbrushed on the side. (note: The Sergio Leone, "Good,
               Bad, and the Ugly" era Clint Eastwood.) All of this sitting
               atop 26 inch blue chrome mag wheels.

               Thelma comes to a stop in front of Max. Eddie, clad in 
               Patrick Henry College T-shirt, leans out. And with joint
               dangling precariously from lip...

                                   EDDIE
                         Ride bitch?



               EXT. SAN FRANCISCO POLICE DEPARTMENT/GARAGE - DAY

               As the souped-up van peels out to a MARIACHI BEAT. Smoking
               tires and all. It's up and away as she rockets over the hill. 



               INT. WATTS' DUPLEX - DAY

               BEDROOM

               As Niles, in surgical gloves, ransacks the closet. Reams of
               paper litter the floor. 

               Cleo, also in surgical gloves, is seated. Watching over a
               gagged and duct taped TAMMY WATTS, (white, thirties). Tears
               stream down her face. She's been beat to shit. Cleo is the
               picture of calm. Oddly still from within. 

                                   CLEO
                         To be honest Tammy, I'd rather not
                         be here. Violence diminishes me. It
                         impedes my effort to change. 

               Niles comes across a signed copy of Cleo's book in the
               closet. It amuses him. He tosses it on the floor next to
               Tammy.   

                                   CLEO
                         Your use of blackmail was less than
                         strategic. God knows I sympathize
                         with your motives. But like a child
                         who wonders across a hornet's nest,
                         you've antagonized forces more
                         committed than yourself. Of course
                         all of this could've been avoided
                         had you read my book. Specifically
                         chapters seven and eight.

               Cleo pockets his book. Stands. And then, over his shoulder...

               ON WINDOW

               As Thelma glides to a stop across the street. 



               INT. THELMA - DAY

               The inside is just as pimped out. A disco ball, water bed,
               and chain-link steering wheel. A shag shack on wheels. Unlike
               the other rides, Thelma's interior is spotless.

                                   EDDIE
                         ...There's a ton of tasty
                         pharmaceuticals out there that can
                         help you with your problem. You got
                         Viagra. A bonafide American party
                         classic. Then there's Cialis, or as
                         I like to call it, "The Weekender."

                                   MAX
                         Dude, I don't know about all that.
                         I'd rather go the natural rout.

                                   EDDIE
                         Well, there's stuff you could eat.

               Eddie moves to the back of the van.

                                   MAX
                         Oh yeah? Like what?

                                   EDDIE
                         I don't know...
                             (beat)
                         Pussy maybe?

                                   MAX
                         That's it. I don't want to talk
                         about it anymore.

               Eddie hits a latch. A panel opens to reveal a lethal
               collection of handguns. This shag shack doubles as a war
               wagon. Eddie picks a nickel plated DESERT EAGLE. Max does a
               double take.

                                   MAX
                         What's that for?

                                   EDDIE
                         Peace of mind.

                                   MAX
                         Try prayer mufucka. We're just
                         asking the woman some questions not
                         knocking the building down.

                                   EDDIE
                         Look, everything's goin' to be
                         easy! I promise.



               EXT. WATTS' DUPLEX - CONTINUOUS

               As Max and Eddie cross to the front door. Off Eddie's look...

                                   MAX
                         What's wrong with you? 

                                   EDDIE
                         I feel for you bubba. 

                                   MAX
                         And why is that?

                                   EDDIE
                         Cause this is already shapin' up to
                         be anything but easy.

               Max looks down at the door. It's been opened by force. Max
               and Eddie draw their weapons. Cautiously, they enter the
               duplex. WE DRIFT up to...



               INT. WATTS' DUPLEX - CONTINUOUS

               BEDROOM

               As Niles finds a GREY JOURNAL. He turns to Cleo. 

                                   NILES
                         Got it.

               Cleo sighs. Locks eyes with Tammy. Pulls a 8" K-Bar combat
               knife from his jacket.

                                   CLEO
                         Nothing personal. This is just the
                         price of doing business.

               Cleo leans in over Tammy. Her eyes go wide. He places the
               blade against her throat. Niles averts his gaze. Tammy begins
               to kick against the floor. As Cleo moves to drag the blade
               across her throat WE DRIFT...

               DOWNSTAIRS LIVINGROOM

               As Max and Eddie hear the THUD, THUD of Tammy's kicks. And
               then, silence. Slowly, they move for the...  

               STAIRCASE/CENTER LANDING

               Max and Eddie moving slow up the first flight. Niles and Cleo
               enter frame at the top of the second flight. They start down
               the steps. Max presses himself against the wall. Sights his
               .38 for whatever rounds the corner. Eddie moves forward. Max
               stops him. Reluctantly, Eddie falls in behind Max. HE
               STUMBLES. Hearing this, Niles and Cleo draw their weapons.
               Press themselves against the wall. Both sides pause. Only six
               inches of stucco separating them. A long beat.

               Leading with his gun, Cleo inches forward. As the barrel
               crests the corner Max seizes it... twists fast and hard...
               Spinning Cleo, at the wrist, into the...

               FIRST FLIGHT

               Where the disarmed Cleo comes face to face with Max and
               Eddie...

                                   MAX
                         Police! Don't... Oh shit! 

               MAX RECOGNIZES CLEO!!!

               BLAM! BLAM! BLAM! BLAM! BLAM! BLAM!

               Niles rounds the corner firing... almost simultaneously Cleo
               snatches his gun from Max's hand... OPENS FIRE... several
               rounds rip into Max's chest, knocking him backward... Eddie
               cradles Max... returns fire... (note: This is high intensity
               close quarters combat extreme. No time to aim. Full tilt
               spray and pray. The exchange is measured in seconds.)

               Amidst the crossfire, Cleo bounds up the steps...

               Eddie Fires into the wall, blindly tracking the fleeing
               duo...

               THE .44 SLUGS!

               From Eddie's Desert Eagle punch through the stucco... one
               creases Niles' leg... Niles goes down...  

               Cleo grabs Niles by the collar, drags him the rest of the way
               up the stairs... he turns, sights his gun for...

               Eddie as he turns the corner into suppressing fire from
               Cleo... 

               Eddie leaps backward, tumbling into the first stairwell...
               lands hard on the bottom step... he checks for...

               Max laboring to pull himself across the floor...

               Eddie wrestles with going for Max or the bad guys... he slams
               in a fresh clip...

                                   EDDIE
                         Hang on bubba!

               Eddie darts back up the steps to confront...

               Cleo as he helps a hobbled Niles out of the bedroom window
               unto the building's fire escape... 

               Eddie enters the bedroom... darts to the window just in time
               to see Cleo and Niles hit the street running... he sights his
               weapon and dumps the entire clip at... 

               Cleo and Niles hit the street with bullets ZIPPING around
               them... 

               Eddie, gun empty, slams his hand down on the windowsill in
               frustration...  he turns to see Tammy's body... 



               EXT. CITY STREET - DAY

               Where a black Lincoln with Jones at the wheel waits
               curbside... Cleo and the wounded Niles round the corner
               fast... jump into the car... the Lincoln peels out... 



               INT. WATTS' DUPLEX/LIVINGROOM - DAY

               Where Max lies face down. DEAD. 

               Eddie approaches. His world coming apart. He kneels over Max.
               A long beat. He rolls Max... 

                                   MAX
                         No he didn't.

               Eddie can't help but smile. His eyes well. The bulk of a
               bullet proof vest is visible under Max's shirt.

                                   EDDIE
                         Yes he did.
                             (beat)
                         Fuckin' square! When did you start
                         wearin' a vest? 

                                   MAX
                         Dude, get a grip. You're creeping
                         me out.

                                   EDDIE
                         I thought I lost you there bubba. 

                                   MAX
                         What a coincidence. I thought I
                         lost me too.

                Max sits up.

                                   MAX
                         But paybacks a bitch.

                                   EDDIE
                         Is that a fact?

               Max locks eyes with Eddie.

                                   MAX
                         A fact it is. 



               EXT. UNFINISHED HOUSE/BACKYARD - DUSK

               Where Dobbs, sans jacket, hammers fastballs from a pitching
               machine. Looming behind him is the wooden shell of a two
               story mansion. The sounds of construction are heard in the
               b.g. His cell phone rings. With a pocket remote he stops the
               pitching machine. Picks up the call.

                                   DOBBS
                         Talk to me baby. 



               INT. BAR - DUSK

               Cleo sits alone at the end of a long bar. His cool starting
               to crumble.

                                   CLEO
                         It's done.

               INTERCUT PHONE CONVERSATION:

                                   DOBBS
                         Tell me you found the journal.

                                   CLEO
                         I found the journal.
                             (beat)
                         There were complications. Two to be
                         exact.

               Dobbs' face drops. 

                                   DOBBS
                         What the fuck does that mean?

                                   CLEO
                         A couple of cops surprised us on
                         the way out. The drop fell our way
                         and one of them went down.

                                   DOBBS
                         We talking local Gomers here or
                         what? SFPD?

                                   CLEO
                         I'd say so.

                                   DOBBS
                         Okay, listen to me very carefully.
                         If you want to keep your faux Tony
                         Robbins ass out of a cage you're
                         going to have to stay on my good
                         side.

                                   CLEO
                         Just tell me the play?

                                   DOBBS
                         Stay the course convict! That's the
                         fucking play. Just keep your head
                         in the game and Zamora on the hook
                         and let me worry about the
                         sideline. We clear fucker?

               A long beat and then...

                                   CLEO
                         Crystal.

               Dobbs hangs up.  

               END INTERCUT PHONE CONVERSATION:

               Cleo's mind starts to race. He punches a number into his cell
               phone. A beat and then...

                                   CLEO
                         Pack your bags.
                             (beat)
                         As a coronary.
                             (beat)
                         Take the necessary precautions.
                         Call me the second you touch down. 
                             (beat)
                         That's right. You too. Godspeed
                         brotha. 

               Cleo hangs up. The bartender pours him a cranberry juice.
               Cleo knocks it back. Slams the empty on the bar.

                                   CLEO
                         Addendum.

               The bartender pours him another. Again, he knocks it back.

                                   MAX (V.O.)
                         I don't know his real name. 



               INT. SAN FRANCISCO POLICE DEPARTMENT/COMPUTER LAB - NIGHT

               A young FEMALE OFFICER sits at a bank of computers. Max and
               Eddie hang in tight over her shoulder.

                                   EDDIE
                         I thought this asshole was your
                         boy?

                                   MAX
                         People change. Understand this is a
                         back in the day type thing and no
                         one ever uses their real name in
                         the street. Especially if they're
                         up to some shit. 

                                   FEMALE OFFICER
                         We'll just use the NCIC database to
                         cross reference all known aliases
                         and variations there of. Name?

                                   MAX
                         Cee-Low.

               The female officer punches it in. 

                                   EDDIE
                         What, you tellin' me this Cee-Low
                         used to bitch slap you for your Air
                         Jordan's and lunch money?

               Oddly, Max doesn't answer. Eddie notices.

               ON COMPUTER SCREEN

               As photos of dangerous looking men pop up on the screen. Each
               one accompanied by various spellings of the street moniker
               "Cee-Low". As she scrolls through pics of the usual suspects
               we recognize non of them. 

                                   FEMALE OFFICER
                         See your man

                                   MAX
                         No. But I should. 

                                   FEMALE OFFICER
                         I can try the pointer index and see
                         what I get? 

                                   MAX
                         Do that. And get back to me when
                         you do.



               EXT. QUICK E MART - NIGHT

               Thelma parked.



               INT. THELMA - NIGHT

               Eddie at the wheel, Max shotgun. From this vantage point we
               can see the entrance of the Quick E. Mart. 

                                   EDDIE
                         So, what kind of name is Cee-Low?

                                   MAX
                         I'm guessing he's a CI. 

               Eddie does a double take.

                                   MAX
                         The file's been appropriated.
                         That's why it didn't show on NCIC.
                             (beat)
                         He's the reason I became a cop.

                                   EDDIE
                         No you didn't.

                                   MAX
                         Yes I did.
                             (beat)
                         We've gone ten years without having
                         this conversation and now it's on.

                                   EDDIE
                         Alright bubba. Let me have it. 

                                   MAX
                         He killed my brother.

               Eddie's mouth drops. 

                                   MAX
                         It's not what you think. I hated
                         him. 

                                   EDDIE
                         Who? You're brother?

                                   MAX
                         Oh Yeah. With a passion.

                                   EDDIE
                         Okay, that's just fucked up. Maybe
                         you should be talkin' to a
                         professional about this bubba?

               We notice a young man, SEAN, (white, eighteen), walking out
               of the Quick E. Mart carrying a case of beer.

                                   EDDIE
                         Here he comes.

               Sean steps out, sees Thelma, attempts to flee with his case
               of beer.



               EXT. QUICK E MART - NIGHT

               Max and Eddie exit Thelma, badges up.

                                   EDDIE
                         Freeze bitch!! 

               Sean stops. Turns to face Max and Eddie as they close in.

                                   SEAN
                         Come on guys. This sucks. Buy your
                         own beer! 

                                   MAX
                         Why would we want to do some stupid
                         shit like that? We let you keep the
                         fake ID don't we?

                                   EDDIE
                         It's the price of doin' business.
                         Now give it up.

                                   MAX
                         Break yo'self fool!!

               Sean surrenders the case of beer to Eddie. 

                                   EDDIE
                         Sam Adams. Somebodies movin' up in
                         the world. How's that Nabokov
                         workin' out for ya?

                                   SEAN
                         Fuck Nabokov! If that butterfly
                         fondling hack spent as much time on
                         character development as he did on
                         wordplay and mind numbing detail
                         the motherfucker could've been
                         somebody. Lolita was good for half
                         a chubby but that's about it. To be
                         honest, I prefer my porn on DVD.
                         The professor wants to jump us into
                         some Ayn Rand next week and shoot
                         the shit about objective reality,
                         laissez-faire capitalism, and
                         rational egoism. As usual, I'll be
                         bored, but ready to weigh in with
                         my own theories and opines.

                                   MAX
                         Which means the less drinking you
                         do the better.

                                   SEAN
                         Look who's talking snatch face.

               Eddie opens the case. Tosses a beer to Max. They climb back
               into the van. A very pissed Sean looks after them. Eddie
               leans out the window with a beer in hand.

                                   EDDIE
                         Hey kid.

               He offers the beer, but when Sean takes a step toward the
               van...

                                   EDDIE
                         PSYCH!!

               Thelma fires up. Backs out fast. Eddie leans out again.

                                   EDDIE
                         Tell mom I'll be by on Sunday.

                                   SEAN
                         Fuck you!

               Sean gives Eddie the finger. Eddie gives Sean a smile. And
               with that, Thelma peels out into the night.



               INT. FIRING RANGE - NIGHT

               ON TARGET

               A human silhouette with kill zones numbered. SIX ROUNDS hit
               in a cluster around the chest.

                                   MAX (O.S.)
                         Get Some! Get Some! Get Some!

               Max presses a button. The target rockets towards him. Eddie
               moves in behind him. 

                                   EDDIE
                         Not bad.

               Our guys hoist their "confiscated" beer. Toast. Chug-a-lug.
               Gats and brew. An American birthright. Both are a little
               tipsy. (note: Both men gesture and jab wildly with loaded
               guns as they speak).

                                   MAX
                         My mother worked herself into an
                         early grave trying to provide for
                         the two of us on her own. My
                         brother started slinging rock. He
                         was a runner for Cee-low. Before
                         long, he was using.

               Max loads his .38. 

                                   MAX 
                         And then one day, he attacked my
                         mother. She lingered in a coma for
                         six weeks before finally coming
                         out. She recovered but never got
                         over the broken heart.

               The memory still haunts Max. 

                                   MAX
                         I was going to kill him. Cee-Low
                         beat me to it is all. Apparently my
                         mother wasn't the only one he was
                         stealing from. It's what happened
                         next that got me.

                                   EDDIE
                         What's that?

                                   MAX
                         Nothing. 

               Max sights in. Fires six shots down range. 

                                   MAX
                         At the end of the day finding my
                         brother's killer wasn't exactly a
                         priority.

               The target approaches.

                                   MAX
                         My brother was no angel. But a lot
                         of innocent people went down in the
                         crossfire during Cee-Low's reign of
                         terror. Lives that could've been
                         saved had the police done their
                         job. It was as if as long as Cee
                         Low was murdering the marginalized
                         he could operate with impunity. 

               The target stops. 

                                   MAX
                         Growing up in Oakland you learn
                         real quick that justice is only an
                         issue between equals.
                             (beat)
                         So who fights for the rest of us?

               Max unloads shells from his .38.

                                   MAX
                         If anything, I became a cop in an
                         effort to tip the scales back in
                         our favor. If only by one.

               Eddie looks at the tattoo on Max's forearm with new eyes.

                                   EDDIE
                             (re: tattoo)
                         Plus one?

               Max nods. 

                                   EDDIE
                         See bubba, that's why these
                         conversations suck for me. I could
                         almost hear the goddamned violins
                         just then. Everybody's got some
                         meaningful moment and I don't. 

                                   MAX
                         So, why did you become a cop?

               Eddie shrugs. Gulps some Sam Adams. 

                                   EDDIE
                         Magnum Force.

                                   MAX
                         Dude, seriously. A movie?

               Eddie searches for the right words. Belches. Shrugs. A beat
               and then...

                                   EDDIE
                         Clint's the man.

                                   MAX
                         Wow. No wonder you kept that shit
                         to yourself. If I were you I'd keep
                         doing it.

               And then, Eddie hits Max with a look of genuine emotion.

                                   EDDIE
                         I'm sorry bubba.

                                   MAX
                         For what?

               Eddie shrugs. 

                                   EDDIE
                         For not knowin'.

               Just then a FAT DETECTIVE enters.

                                   FAT DETECTIVE 
                         Hey Parker. Your wife's out front
                         and she's pissed way off.

               At that moment, Max realizes he's fucked up again. 

                                   MAX
                         Shit! The marriage counselor!

               Off Eddie's look...

               CLOSE ON COPY MACHINE

               Blinding us as it scans in a page. 



               INT. OFFICE - NIGHT 

               As Jones lifts the journal, turns the page, and repeats the
               process. It's going to be a long night as he photocopies each
               page of the incriminating grey Journal.



               INT. THELMA - DAY

               Max is very upset and it shows. A long beat and then...

                                   EDDIE
                         For what's it's worth you can crash
                         at my pad. At least until Queen Bee
                         calms down. Mi Casa Su Casa!

                                   MAX
                         She's leaving. And she's taking
                         Dott with her.

               A long awkward silence ensues. And then..

                                   EDDIE
                         It's like the guy who marries the
                         stripper.

               Max doesn't even know what to do with that.

                                   EDDIE
                         Quick! Gimme a stripper name...

                                   MAX
                         Madison...

                                   EDDIE
                         A guy walks into a strip club and
                         sees Madison on stage in a red
                         thong, lucite pumps, and pink
                         pasties shakin' her ass to a Cool J
                         song. Woodrow the Ferret God,
                         remember him? Well Woodrow smiles
                         down on this bastard and Madison
                         ends up goin' home with him at the
                         end of the night. Now fast forward
                         five years. Woodrow's favorite son
                         and Madison done made it legal. A
                         house in the burbs, two point two
                         kids, the whole nine.
                         It's on and poppin' in Blissville
                         until one day, lucky bastard comes
                         home from work early and finds, to
                         his shock and dismay, his beloved
                         Madison spoonin' giblet gravy over
                         a succulent pot roast wearin' a red
                         thong, lucite pumps, and pink
                         motherfuckin' pasties.

                                   MAX
                         And the moral is?

                                   EDDIE
                         You can't turn a ho into a
                         housewife!
                             (beat)
                         She was dressed like a tramp when
                         he met her, and if it was good
                         enough for him then, it should be
                         good enough for him now. Especially
                         after poppin' out two point two
                         kids. Do you have any idea how hard
                         that is?

               Max is completely confused.

                                   EDDIE
                         Don't you get it? You're Madison.
                         You're the ho. Day in and day out
                         you keep comin' back because deep
                         down inside you honestly believe,
                         in spite of evidence to the
                         contrary, that you can make a
                         difference. It's so delusional it's
                         noble. And that's the job. And the
                         job is where it's always been. In
                         the streets. Who has the right to
                         ask you to give it up? 

               Eddie points to Max's tattoo.

                                   EDDIE
                         You'll never tip those scales
                         playin' it safe. 

                                   MAX
                         You have no idea what you're
                         talking about.

                                   EDDIE
                         I think I do bubba. I think I do.
                         Conflicted thy name is Max. 

                                   MAX
                         Conflicted? Do me a favor Dr. Phil.
                         Next time you say something that
                         stupid you could at least fake a
                         stroke.
                             (beat)
                         There she is. Pull over.



               EXT. STREET CORNER - DAY

               As ROXY, (black, thirties), a scantily clad "working girl"
               with a black eye, sashays down the block. Thelma pulls
               curbside. Max leans out.

                                   MAX
                         Miss Roxy!

               Roxy turns. Walks over to the van. Looks it over. Leans into
               the window. 

                                   ROXY
                         What in the hell is this? Ya'll
                         been shaking down the Cholo's
                         again. 

                                   EDDIE
                         We're out for Chinese this trip.
                         Your boy Reggie Chow. Seen him? 

                                   ROXY
                         I don't run with that fool no more.
                         That boy done lost his mind. High
                         on his own supply.

                                   MAX
                         And you?

                                   ROXY
                         I'm clean honey. Been clean for six
                         months thanks to you. You got
                         something I can write on?

               Max hands her a note pad. All the while staring at her
               shiner. Roxy scribbles an address on a piece of paper. 

                                   MAX
                         The fuck happened to your face?

                                   ROXY
                         I got this new daddy...

                                   MAX
                         I thought you were an independent

                                   ROXY
                         Well, it's hard out here for a...

                                   EDDIE
                         Wait! This bitch hit you?

                                   MAX
                             (to Eddie)
                         Nobody has the right to kick our
                         snitch's asses but us.

                                   ROXY
                         No, but it's not...

                                   EDDIE
                         In the van Roxy!

               Resistance is futile. Roxy gets in. Thelma peels out.



               INT. 6TH STREET LOUNGE - DAY

               Pool tables and rock classics playing on the jukebox. SEVERAL
               THUG TYPES mill about playing pool, talking shit.

               Roxy enters with Max and Eddie in tow. All eyes on them.

                                   MAX
                         Which one is he?

               BOO, (white, thirties), emerges from a back room. He is 6'6,
               320 pounds of heavily tattooed, lean muscle. Matted blond
               dreadlocks cascade to his shoulders. 

                                   ROXY
                         That's him.

               Max and Eddie's eyes go wide. Second thoughts flickering.

               Boo sees Roxy with Max and Eddie.

                                   BOO
                         Where the fuck you been?

               Eddie steps forward. Max stops him.

                                   MAX
                         I got this. 

               And with that, Max dusts off his Jordan's, pops his collar,
               and starts the long walk to Boo.

               As Max approaches he shows Boo a disarming smile. He extends
               his hand to shake.

                                   BOO
                         And which dwarf are you?

               Without breaking stride Max cocks back and slaps the shit out
               of Boo. The KA-POW reverberates through the lounge like it
               was the grand fucking canyon. With his other hand, Max shoves
               the barrel of his .38 up Boo's nostril.

                                   MAX
                         Guess!  

               The whole room stops.

                                   MAX
                         Now sit your big Ukla The Mock ass
                         down.

               Boo sits. Max sits with him. Boo's boys close in. Max presses
               hard with the .38.

                                   MAX
                             (to Boo's boys)
                         If you boys like mopping brains I
                         can make it happen for you.

               Max cocks the hammer. Boo's men stop. Max and Boo lock eyes.
               Max holsters his .38. Smiles sheepishly. 

                                   MAX
                         Wassup Boo? I'm Max. And that's Ed.
                         Mr. James if you're nasty.

               Eddie grins big. 

                                   MAX
                         Sorry about going all Rick James on
                         you but sometimes a mufucka just
                         got to set the mood. Know what I'm
                         saying?

               Max flashes his badge. Pockets it.

                                   MAX
                         Anyhooo! We were in the
                         neighborhood and I thought we'd
                         drop by to let you know that,
                         despite whatever business
                         arrangement you've worked out with
                         Roxy she belongs to us. And by
                         default, so do you. If she so much
                         as breaks a nail I'm going to come
                         back in here, throw a pink thong on
                         your Predator looking ass and put
                         you out on the stroll to make a
                         little Papst Blue Ribbon money for
                         me and my partner. See how you like
                         being bottom bitch for awhile.
                         A'ight?

               Boo nods. Max gets to his feet. Looks down at Boo.

                                   MAX
                         So, Boo...
                             (beat)
                          We cool, right?

               Boo nods. Max rises and heads for the door.

               Eddie holsters his .44. Winks at a shocked Roxy. Max turns to
               Eddie as they go...

                                   MAX
                         Still think I'm conflicted?

               And with that, Max and Eddie exit.



               EXT. MEXICO CITY AIRPORT - DAY

               Where a 747 touches down to the beat of ANNOYINGLY FESTIVE
               MARIACHI MUSIC. (note: mariachi music plays for the duration
               of the montage).



               INT. MEXICO CITY AIRPORT - DAY

               Jones, Cleo's henchman, deplanes.



               EXT. MEXICO CITY AIRPORT/BAGGAGE CLAIM - DAY

               Jones exits the airport and climbs into a waiting limo.



               EXT. ZAMORA ESTATE - DAY

               The limo carrying Jones drives through the gate and unto the
               sprawling grounds.



               INT. ZAMORA ESTATE - DAY

               As RICO OLIVERA, one of Zamora's bodyguards, leads Jones down
               a long hallway. More on Rico later.



               INT. ZAMORA'S STUDY - DAY

               As Jones and Rico enter. Jones walks up to Zamora, greets him
               and presents him with a copy of the journal Cleo found at
               Watt's house. Zamora smiles. Offers Jones a drink. Jones
               accepts. Takes a seat. Rico crosses to the giant double doors
               to Zamora's office.

               ON GIANT DOUBLE DOORS

               As Rico closes them.



               INT. REGGIE CHOW'S LOFT - DAY

               ON MIRROR

               A rail of coke. A straw dips into frame. Dyson's the rail.

               A wide eyed, tweaked out REGGIE CHOW, (Asian-American,
               twenties), wipes his nose. He is Hip-Hop made manifest. Iced
               out necklace. Hat to the side. 9mm in the waistband.

               As Reggie moves through his loft we notice rows of sneakers.
               Paired up and lining the walls atop graffiti covered
               pedestals. All are vintage or rare. In pristine condition.

               LIVING ROOM

               As Reggie rounds the corner to find Eddie casually trying on
               a pair of his vintage kicks. 

                                   EDDIE
                         You got some big assed feet for a
                         fella of the Asian persuasion.

               Reggie puffs up. The coke and gun tell him to play it hard.

                                   REGGIE
                         You got a warrant Starski?

                                   MAX (O.S.)
                         Warrant? 

               Reggie turns to find Max leaning against the wall.   

                                   MAX
                         We hate 80's music. 

               Reggie goes for his gun. Eddie leaps, smacks the gun from his
               hand. Bulldogs Reggie to the floor. 

                                   MAX
                         Don't make this hard Reggie.

                                   REGGIE
                         Yo mama likes it hard!

                                   MAX
                         The name is Cee-low! Heard of him?

               Reggie sees Max's shoes. His eyes damn near pop from his
               head.

                                   REGGIE
                         Oh shit son!! Are those 86'
                         Jordan's.

                                   MAX
                         Damn skippy! Here, take a closer
                         look.

               Max kicks Reggie's face with his foot.

                                   MAX
                         That's for involving my mama.

                                   REGGIE
                         Oh shit Yo! You guys are DICKS!
                         Straight up, the only thing
                         stopping me from whippin' ya'll
                         asses is a gun and badge. 

               Eddie jumps off Reggie.

                                   EDDIE
                         Get up.

               Reggie gets to his feet. Suspicious. Eddie shows Reggie his
               badge.

                                   EDDIE
                         This badge? The badge protects you
                         from me.

               Eddie throws his badge to a very worried Max. 

                                   REGGIE
                         What, we gone fight now?

                                   EDDIE
                         Of course we're gonna fight bitch!

               Reggie's cackles. Max pulls Eddie aside. 

                                   MAX
                         Dude, did you forget he's a sixth
                         degree black belt in Jujitsu?

                                   EDDIE
                         Did you forget I have a master's
                         degree in English Lit?

                                   MAX
                         What are you gonna do, hit him with
                         a book? Quote some Chaucer? Look at
                         this mufucka. He's coked to the
                         gills. He can't even feel a punch.
                         He's high. 

                                   EDDIE
                         And I'm stoned, so it should make
                         for a balanced fight. Yin-Yang and
                         whatnot. 

               On that note, Max steps aside. Reggie starts his katas. He
               spins, kicks, and poses with extreme precision. Very
               impressive. 

               Eddie spins, kicks, and poses with no precision whatsoever.
               Straight sloppy. Extremely unimpressive. He ends in the Crane
               stance (note: The famous Karate Kid Pose). 

                                   REGGIE
                         That Crane shit is played Yo! You
                         bout to get fucked up Beretta.

               On cue, Max draws his .38 and blows away a pair of Reggie's
               vintage Puma's. Reggie screams like a mother forced to watch
               her children get decapitated. 

                                   REGGIE
                         OH MY GOD!!!

               Eddie executes the crane. Connects with Reggie's testicles.
               Reggie goes down in a heap. Max and Eddie close in.

                                   EDDIE
                         And that's how we roll. Had enough
                         grasshopper? Or shall we try for
                         the anniversary edition K-Swiss?

                                   REGGIE
                         This kid Cleo done consolidated the
                         whole Bay Area on some get down or
                         lay down type shit!

                                   MAX
                         You deaf? We're looking for Cee-Low
                         crackhead?

                                   REGGIE
                         Cleo IS Cee-low dickhead! He went
                         upscale and dropped the name in
                         prison. He ain't no joke Yo. I
                         heard he got back. DEA type back.

               Max and Eddie exchange a look.

                                   EDDIE
                         You want us to believe the DEA
                         would protect a known trafficker?

                                   REGGIE
                         I don't give a fuck what you
                         believe! It ain't like he hiding
                         Yo! Over there on the windowsill.
                         Fool even signed it. 

               Max walks to the window. Finds a copy of the book I Will: A
               Prisoner's Memoir. He flips it over. 

               ON THE BACK COVER

               Is a pic of the author. Cleo Bell. 

               He tosses the book to Eddie.

                                   MAX
                         It's him!

               Eddie looks at the pic for himself. A beat and then...

                                   REGGIE
                         Excuse me! If it's not to much
                         trouble Mr. Detective! Mr. Officer
                         sir! COULD ONE OF YOU FUCKERS
                         PLEASE GET ME SOME ICE!!!



               INT. FEDERAL BUILDING/HAGEN'S OFFICE - DAY

               Special Agent in Charge HAGEN, who we recognize from Dobbs'
               Zamora presentation, sits at his desk perusing a file. He
               seems disturbed by it's contents. The moving boxes and bric-a
               brac tell us he's just settling in. We HEAR a knock. 

                                   HAGEN
                         Come in.

               The door opens. It's Dobbs

                                   DOBBS
                         You wanted to see me sir.

                                   HAGEN
                         I was wondering if you could help
                         me out with something. Have a seat.

               Dobbs takes a seat across from Hagen. Hagen does not take his
               eyes off the file in front of him. Dobbs sizes him up.

                                   DOBBS
                         Word on the street is you did big
                         things with the New York office. 

                                   HAGEN
                         Necessary things. 

                                   DOBBS
                         Excuse me?

               Hagen peers at Dobbs over the top of the file. 

                                   HAGEN
                         Not big things. Necessary things.
                         It's a post nine-eleven world
                         Dobbs. We're just living in it. All
                         I'm here to do is bring this office
                         up to speed by spreading a little
                         bilateral cooperation and intra
                         agency transparency. We're all on
                         the same team.

                                   DOBBS
                         I couldn't agree with you more
                         chief.

               Hagen drops the file. Locks eyes with Dobbs. 

                                   HAGEN
                         This morning I received a request
                         from US Immigration and Customs
                         Enforcement for an opportunity to
                         debrief an informant you're running
                         on the Zamora investigation by the
                         name of Bell. It's the sixth such
                         request in as many months. You want
                         to explain to me why?

                                   DOBBS
                         The good people at ICE gave me some
                         song and dance about a parallel
                         investigation, the nature of which
                         they refused to disclose. Now I'd
                         have to be a fucking idiot to let
                         them have a crack at my man without
                         knowing why. To do that would
                         compromise my informant and the
                         entire Zamora investigation.

                                   HAGEN
                         An investigation that includes the
                         use of an informant who'd been
                         blacklisted by the FBI and
                         deputizing a prison guard to act as
                         a his chaperone.

               Dobbs is surprised Hagen even knows that. He maintains. 

                                   DOBBS
                         The prison guard you're referring
                         to was instrumental in helping me
                         flip Bell when he and Zamora shared
                         a cell at Lompoc. Make no bones
                         about it, using Bell was risky
                         business. But by going outside the
                         office I could protect my
                         informants identity, cover my ass
                         and the administration's ass by
                         having a man on him twenty-four
                         seven.     

                                   HAGEN
                         You don't protect the
                         administration by skirting the law.

                                   DOBBS
                         Justice has nothing to do with the
                         law sir.

               Dobbs' words give Hagen pause. 

                                   HAGEN
                         What's the status of the
                         relationship between Bell and
                         Zamora?

                                   DOBBS
                         In play. I'm just waiting for
                         Zamora to make his move.

                                   HAGEN
                         How do you know the operation
                         hasn't already been compromised?

                                   DOBBS
                         Because it's my job to know.

                                   HAGEN
                         Who's on this with you?

                                   DOBBS
                         A few of my guys. Kelly. Atkins.
                         Green.

                                   HAGEN
                         From here on out I'm in the loop.
                         People are talking. Something about
                         this Zamora thing smells and I'm
                         going to get to the bottom of it. I
                         want to personally debrief Bell
                         within forty-eight hours. Based on
                         that meeting I'll decide whether
                         Customs gets a shot at him or this
                         investigation gets terminated and
                         handed over to internal affairs.
                         We're done here.

               Dobbs stares back incredulously. Clinches his jaw. Gets to
               his feet. Moves for the door. Turns.

                                   DOBBS
                         Like I said, congratulations on New
                         York.

               And with that, Dobbs exits.



               INT.  BOOKSTORE - DAY

               Where Cleo sits at a table signing copies of his book.
               Someone drops an 8 x 10 in front of him. 

               ON PHOTO

               A gruesome crime scene snapshot of Tammy Watts. 

               Cleo looks up to see...

               MAX AND EDDIE

                                   EDDIE
                         Since you're autographin' your work
                         and all.

               Cleo looks at Max and Eddie as if he's never seen them before
               in his life. 

                                   MAX
                         You're under arrest for the murder
                         of Tammy Watts.

                                   EDDIE
                         And for writin' another shitty self
                         help book in an already flooded
                         market. On your feet dickhead!

               Cleo hits Max and Eddie with a blank stare. Rises. Offers his
               wrists to be cuffed.

               Seeing this, Niles ducks through the crowd and out the door.



               INT.  SAN FRANCISCO POLICE DEPARTMENT - DAY

               INTERROGATION ROOM

               Where Cleo is cuffed to his chair. On the table in front of
               him are crime scene photos of Tammy Watts and another photo
               of a young black man lying in a pool of blood. Max and Eddie
               sit across from him.

                                   MAX
                         ...So, you're just gonna sit there
                         and act like you don't know what
                         the fuck we're talking about?

                                   CLEO
                         It's unfortunate these two people
                         met their end in such a violent
                         manner. The world can be a cruel
                         place. And while the need to assign
                         blame is understandable, I am not
                         the man you're looking for.   

                                   EDDIE
                         Now you're just shitin' in our
                         mouths and callin' it a sunday. We
                         were there! Remember? We're the
                         ones you and your boyfriend shot at
                         on the way out. Go ahead. Take
                         another look. Maybe it'll jar
                         somethin' loose.

               Eddie pushes the photo of Tammy a little closer. Cleo looks
               again. Nothing. Max leans in.

                                   MAX
                         Would it matter if I told you she
                         was five months pregnant?

               Cleo just stares back. 

                                   MAX
                         Would it matter if I told you the
                         man in this photo was my brother.

               A smirk develops at the corners of Cleo's mouth. Suddenly,
               Max slaps Cleo so hard his chair tilts back on two legs and
               hangs there a beat before coming back down. The smirk is
               gone. Replaced by something between shock and rage. Eddie
               explodes with laughter.  

                                   EDDIE
                         It's not what you think bubba. He
                         hated his brother. We were just
                         startin' to think you couldn't hear
                         us through all that bullshit.

               Cleo would rip out their eyes and dry fuck the sockets if he
               could. Alas, he cannot.

                                   MAX
                         Let me guess. Right now you're
                         wondering when good cop is gonna
                         show up, right?

               Max and Eddie laugh maniacally. Eddie feigns another slap.
               Cleo jerks backward. Max and Eddie laugh even harder.



               INTERROGATION OBSERVATION ROOM

               Where Capt. Ramos watches over the proceedings through a two
               way mirror. A young, buttoned up detective sits behind her.

                                   YOUNG DETECTIVE
                         Can they do that?

                                   CAPT. RAMOS
                         Pay attention. You might learn
                         something.

               ON DOOR

               As Detective Willis enters file in hand. He crosses to the
               observation window. 

                                   WILLIS
                         How's it going in there?

                                   RAMOS
                         Son of a bitch is a cold piece of
                         work. 

                                   WILLIS
                         I don't care much for these self
                         help types, but this guy's book is
                         pretty good. Very inspirational
                         stuff for a ex-con. 

               Off Capt. Ramos' "Like I give a shit," look, he hands her the
               file.

                                   WILLIS
                         When they're done in there me and
                         Jonesy want a crack. We got a match
                         for the prints in King Kahn's limo.

                                   RAMOS
                         So much for literary aspirations.



               EXT. CITY STREETS - DUSK

               As two BLACK GMC YUKON DENALI'S thread traffic.



               INT. DENALI - DUSK

               Kelly mans the wheel. Dobbs sits passenger barking into his
               cell phone.

                                   DOBBS
                         ...I want the names of the
                         arresting officers.
                             (beat)
                         Get me the chief of police. 



               INT. SAN FRANCISCO POLICE DEPARTMENT - DUSK

               INTERROGATION ROOM

               Where Max and Eddie continue to press hard. Cleo stares back
               defiantly. 

                                   MAX
                         You got two detectives who can
                         place you at the scene of a
                         homicide, one of which you shot.
                         Some shit I didn't appreciate by
                         the way...

                                   EDDIE
                         Cops hate it when you shoot them...

                                   MAX
                         Now we haven't found the weapon you
                         used to butcher Mrs. Watts, but
                         when ballistics gets back with the
                         slugs they dug out of my vest, how
                         much you wanna bet we get a match
                         to the heater we found on you at
                         your little book signing...

                                   EDDIE
                         If you're the self help convict how
                         come we can't find a jacket on you
                         in the system? You must'a did
                         somethin' to someone at some point
                         to earn the cred? Of course, we
                         have our own theory. Wanna hear it?

                                   CLEO
                         Not particularly.

               Max gets in Cleo's face.

                                   MAX
                         Dude, look, I got issues. A'ight?
                         At home. On the job. In the
                         bedroom. This silent rage thing
                         ain't working so... you know... I'm
                         just looking for a mufucka to take
                         it out on. And I'm pretty sure
                         you're my guy.

                                   CLEO
                         Time will tell.

                                   EDDIE
                         And you'll have plenty of that
                         where you're going. Hey, you could
                         write another bullshit self-help
                         book...

                                   MAX
                         Like, about a thousand.

                                   CLEO
                         Perhaps if you took the time to
                         read my book, your problems in the
                         workplace could be resolved. As far
                         as the bedroom is concerned, I'd be
                         happy to pass my number on to your
                         wife.

               Eddie explodes with laughter. Points to Max.

                                   EDDIE
                         Ouch! Buuuuuuuuurn!

               Max turns to Eddie. 

                                   MAX
                         I'm working here.

                                   EDDIE
                         And doin' a helluva job bubba.
                         Continue.

               Max turns to Cleo. Cuts a quick glance back to Eddie who
               waves him on. Back to Cleo. 

                                   MAX
                         You're gonna be real funny in that
                         prison cell. Whispering zingers in
                         the ear of some big black nigga
                         named Tweety as he fucks you in the
                         ass.

                                   EDDIE
                         Cliche alert!! Perps expect the
                         butt stuff. 

               Max looks at Eddie as if he's lost his mind. 

                                   MAX
                         Dude! Are you heckling me during an
                         interrogation? 

               Eddie grins big. Shrugs.

                                   CLEO
                         When this is all over we'll see who
                         gets sodomized.

               Suddenly, we HEAR urgent, heavy knocking. Cleo perks up.
               Expecting the calvary. Eddie crosses to the door. Opens it to
               reveal... A WAITER.

                                   WAITER
                         You guys order lunch?

                                   EDDIE
                         It's about time. My growls were
                         startin' to sound like farts. 

               The waiter wheels a LARGE COPPER SERVING DISH next the table.

               INTERROGATION OBSERVATION ROOM

               Detective Willis turns to Capt. Ramos.

                                   WILLIS
                         What the hell are they doing in
                         there?

               RETURN INTERROGATION ROOM

               As the waiter puts down plates and eating utensils.   

               The waiter opens the copper serving dish to reveal... A
               SUCCULENT PRIME RIB. Marbled to perfection. Cleo's face drops
               at the sight of the meat.

               The waiter cuts a thick slice. Serves Max and Eddie. The
               portions are so rare they splash red when they hit the plate.

                                   EDDIE
                         That's what I'm talkin' bout! Prime
                         rib. The King of meats!

               Cleo's forehead starts to bead. Max and Eddie notice.

                                   MAX
                         It came with a salad but that shit
                         was fifty cents extra.

               Max and Eddie proceed to eat like hyenas at a fresh kill.
               Blood and juice run down the sides of their mouths. Watching
               them, even we have second thoughts about ever eating meat
               again. Cleo's breathing becomes labored.  

                                   CLEO
                         Stop. Please...

               Eddie leans in close to Cleo. And with crimson chunks of
               animal mush dribbling from his lips...

                                   EDDIE
                         You say somethin' cool breeze?

                                   MAX
                         I think he's hungry.

                                   EDDIE
                         Well, let's not be rude. 

               Eddie cuts a bite sized portion of prime rib, spears it with
               his fork, and flicks it at Cleo. The meat splatters against
               Cleo's cheek, sticks, and drops to the floor. A pallor
               envelopes Cleo's face.

                                   MAX
                         Your aim is shit. Check it out...   
                             (spears a bite. cocks the
                              fork)
                          Kobe from the paint!!

               Max flicks his meat. It arches through the air. Amazingly, it
               passes through a small opening in Cleo's lips.

                                   MAX
                         YAHTZEE!!!!

               Cleo kicks away from the table in a spastic fit. Turns his
               head and projectile vomits everywhere.

                                   EDDIE
                         Now that's just... nasty.

               At that moment, the door to the interrogation room slams
               open. POLICE CHIEF HILTON HUFF, (white, fifties), enters. 

                                   CHIEF HUFF 
                         Parker! James! Clean this man up
                         and get him the fuck out of here.
                         This interrogation is over!



               INT. CHIEF HUFF'S OFFICE - DAY

               Max and Eddie sit across desk from Chief Huff. 

                                   CHIEF HUFF 
                         Do you have any idea how
                         excruciatingly painful a perforated
                         hemorrhoid is?

               Our guys shrug.

                                   CHIEF HUFF 
                         Well let me take this opportunity
                         to be a friend to the exceptionally
                         retarded and give you the answer.
                         VERY FUCKING PAINFUL!!

               Chief Huff springs to his feet.

                                   CHIEF HUFF
                         It bleeds. I gotta wear a goddamned
                         tampon in my ass so I won't stain
                         the nifty pair of Dockers my little
                         girl bought me for father's day.
                         Take a moment to FATHOM THE FUCKING
                         INDIGNITY!

               Chief Huff swoons from the pain in his ass. His eyes tear.

                                   CHIEF HUFF
                         My doctor was kind enough to stick
                         a camera up my rectum and take a
                         glamour shot of my oozing nemesis.
                         You want to know what I saw in that
                         jumbled mass of swollen tissue? I
                         saw the face of Janus.

               Max cuts a very confused look to Eddie. 

                                   CHIEF HUFF
                         You're a reader James. Please
                         explain to your dim-witted partner
                         who Janus is.

                                   EDDIE
                         A Roman god, usually depicted
                         with... with two faces.

                                   CHIEF HUFF
                         Right you are! And guess which two
                         fucknuts my hemorrhoid resembles?

               A beat and then...

                                   MAX
                         Us?

                                   CHIEF HUFF
                         Bingo! You arrest and assault a
                         high priority, federal informant,
                         and now I've got some DEA prick
                         fast balling some very serious
                         accusations in the direction of
                         this department.

                                   MAX
                         This asshole butchered a woman who
                         was five months pregnant and pumped
                         three slugs into my chest for good
                         measure.

                                   CHIEF HUFF
                         Says who? You? Oh sure, the
                         evidence is there, but it always is
                         with you two? 

                                   MAX
                         The fuck?

                                   CHIEF HUFF
                         Michael Haddock was guilty too.
                         Open and shut. Remember him? How
                         about Silas Perez?

                                   EDDIE
                         Low blow papa bear. Those assholes
                         were guilty and you know it. 

                                   CHIEF HUFF
                         I do. The worst of the worst.
                         Guilty of many things. But not the
                         cases you slapped them with.

                                   MAX
                         What were we supposed to do? Sit
                         around and let innocent people get
                         victimized because we didn't have
                         our paperwork in order? 

                                   CHIEF HUFF
                         YES! You're cops goddamit! Not
                         vigilantes! You're supposed to be
                         the good guys. As we speak the DA's
                         office is sitting on six overturned
                         convictions with your names on
                         them. And still four more under
                         review due to possible planted
                         evidence and false testimony.
                         Serious stuff gentlemen. 

               Max and Eddie share a somber look.

                                   CHIEF HUFF
                         In the last ten years, you've been
                         brought before a disciplinary
                         review board no less than six times
                         for everything from excessive force
                         to substance abuse!

               Chief Huff leans forward due to a flare up.   

                                   CHIEF HUFF
                         How do I know this isn't a frame up
                         of an ex-con with a cushy life that
                         you, and you alone, fingered for
                         the murder of your brother twenty
                         years ago?

                                   MAX
                         Because it's not.

                                   CHIEF HUFF
                         And you think a DEA lawyer will
                         believe that once he gets ahold of
                         your file? 

               Max falls silent. Chief Huff gets to his feet.

                                   CHIEF HUFF
                         We couldn't hold Bell because your
                         credibility as a cop is shit. The
                         only reason you've lasted this long
                         is because of Capt. Ramos. Supercop
                         of the millennium seems to think
                         you two morons are worth something.
                         I'll have to straighten her out on
                         that later.

                                   EDDIE
                         I think we should just go ahead and
                         deal with the big pink elephant in
                         the room.

                                   CHIEF HUFF
                         What the fuck are you talking about
                         James?

                                   EDDIE
                         This is about your wife ain't it?

               Chief Huff explodes with laughter. 

                                   EDDIE
                         Now I know it's a hard pill to
                         swallow that your significant other
                         digs gang-bangs and whatnot, but
                         we...

               Chief Huff's eyes are starting to tear he's laughing so hard.

                                   EDDIE
                         What's so funny?

                                   CHIEF HUFF
                         We're swingers you moron!

               Max and Eddie's are stunned.

                                   CHIEF HUFF
                         That's right. Chief Huff gets his
                         freak on. What you gentlemen should
                         be worried about is what I did with
                         the videotape.

               Chief Huff slaps Eddie on the back.

                                   CHIEF HUFF
                         No fucknut. This is not about my
                         wife. This is about removing the
                         pain in my ass. For good. You're
                         fired! Guns and shields please. 

               Reluctantly, Max and Eddie place their guns and badges on
               Chief Huff's desk.

                                   CHIEF HUFF
                         You polyps have a nice life.



               EXT.  LONG DRIVEWAY - NIGHT

               As headlights illuminate the darkness. A BLACK GMC YUKON
               DENALI creeps up the long narrow path. 



               INT. DENALI - NIGHT

               Dobbs at the wheel. Cleo sits shotgun. 

                                   CLEO
                         They'll keep coming. It's personal.

                                   DOBBS
                         Cops get a bit spicy when family
                         members get whacked.
                         And they really hate it when you
                         shoot them. Is it true? You kill
                         his brother?

                                   CLEO
                         It's possible. I was a different
                         man then. I was an animal.

                                   DOBBS
                         You read a few books in the cage
                         and manage to string together
                         enough words to write a book about
                         the books you read in the cage, and
                         now I'm supposed to think you're
                         some higher life-form because
                         you've learned to discriminate in
                         pursuit of your own interests? It's
                         not your higher self that bounced
                         your black ass out of prison forty
                         five years earlier than expected.
                         The arrangement you made with
                         Zamora hinged on your ability to
                         kick open a path for the
                         distribution of his product. Get
                         down or lay down! And you did it
                         good baby. Did it with a wrecking
                         ball. 

                                   CLEO
                         I did it with assurances from you
                         that once you had Zamora I'd be
                         allowed to operate in exchange for
                         the 411 on select business
                         associates.  

                                   DOBBS
                         Look at you. You'd crawl over your
                         dead mother to fuck your sister if
                         it meant never having to return to
                         prison. You don't trust me? Fuck
                         you. I don't trust you. But there's
                         something you forgot convict. You
                         don't have a choice. 

               The Denali stops suddenly. Dobbs kills the engine. Leaves the
               lights on. 



               EXT. DENALI - NIGHT

               As Dobbs and Cleo step from the SUV. We pull back to
               reveal...

               UNFINISHED MANSION

               The two story wooden shell from earlier. Lit all around by
               heavy duty construction lights. Cleo takes it in as Dobbs
               look on.

                                   CLEO
                         What is this?

                                   DOBBS
                         My future. Let's go.

               Dobbs moves for the structure. Cleo follows.



               INT. DOBBS' UNFINISHED DREAM HOME - NIGHT

               UNFINISHED LIVING ROOM

               Construction materials litter the bare interior. Dobbs moves
               through the massive structure with Cleo in tow.

                                   DOBBS
                         ...My wife is flying in some high
                         priced limey fag to do the
                         interior.

               The pitching machine from earlier and several baseball bats
               block their path. Dobbs grabs ahold of the pitching machine.

                                   DOBBS
                         Gimme a hand snapper head.

               Cleo helps Dobbs wrestle the machine out of the way.
               Baseballs spill as they do. Dobbs grabs a baseball bat. Putts
               the baseballs into an adjacent corner. When done, he
               nonchalantly flips the bat to Cleo who catches it mid-air.

               Dobbs disappears into the next room through a tarpaulin
               covered doorway. Cleo is surprised to find himself holding
               the baseball bat. He ponders the possibilities. Tests the
               weight of the bat.

               UNFINISHED KITCHEN

               A grand room. Cleo enters holding the bat. Dobbs is so into
               showing off his lair, he doesn't notice. 

                                   DOBBS
                         This is going to cross your fucking
                         eyes. 

               Dobbs pulls the tarp off the center island. Runs his hand
               over the smooth stone surface.

                                   DOBBS
                         Italian marble. From the same
                         quarry as Michelangelo's Pieta.    

               Cleo circles menacingly behind Dobbs. Runs his hand over the
               marble. Cleo is impressed. Dobbs beams.  

                                   DOBBS
                         Believe me. It wasn't cheap.

               Suddenly, a light go's off in Cleo's head. He turns. Takes in
               the rest of the kitchen. 

                                   CLEO
                         I think I went the wrong way.

                                   DOBBS
                         How's that jailbird?

               Cleo moves with his back to another tarpaulin covered
               doorway. 

                                   CLEO
                         Had I'd known the DEA paid out like
                         this, I might have chosen a
                         different path.

                                   DOBBS
                         I doubt that.
                             (beat)
                         Because they don't.

               ZIPPH! ZIPPH! ZIPPH! ZIPPH! ZIPPH! ZIPPH!

               Hot lead rips into the backs of Cleo's legs. He falls into
               the next room. Pulling the tarp down with him as he goes.

               Adrenalin pumping, Cleo tries to get to his feet. His
               shredded knees fail him. He rolls to get a look at his
               assailant. We pull back to reveal...

               ZAMORA

               With a silenced Mac-10 in hand.

                                   ZAMORA
                         Hello my friend.

               If Cleo wasn't already having an off night, what he sees
               seals it. 

               Kelly, Atkins, and Green along with Zamora's bodyguard, the
               aforementioned Rico Olivera, standing around a gaged and hog
               tied Jones and Niles. Jones is the man Cleo sent to deliver a
               copy of Watts' incriminating journal to Zamora. 

               Dobbs steps over Cleo. Explodes with laughter.

                                   DOBBS
                         Boo-yaaaaaaaaah Baby!! Did you see
                         his face? It was like... Oh my God!
                         That was... I think I peed a little
                         bit.
                             (to Cleo)
                         I warned you. Fuck me baby and I
                         fuck you back. Now look at you.
                         Bleeding to death trying to figure
                         out what parallel universe you woke
                         up in.

               Dobbs crosses to Zamora.

                                   DOBBS
                         Exhibit A. Por favor.

               Zamora hands Dobbs the copy of Watts' journal he received
               from Jones. Dobbs kneels down in front of Cleo. Thrusts the
               stack of paper in his face. 

                                   DOBBS
                         Did you actually think your
                         jailhouse Malcolm X education was
                         enough to outsmart me? I'm repping
                         Harvard fucker!

               Dobbs throws the copied journal pages in Cleo's face. Stands.
               Pulls a familiar grey journal from the small of his back.

                                   DOBBS
                         After a little gentle persuasion,
                         your man was kind enough to provide
                         us with the original.

               Cleo looks over at the barely conscious, bloody mess that is
               Jones. He begins to come around to what's happening.

                                   DOBBS
                         And to think. I was going to let
                         you run my shop.
                             (off Cleo's look)
                         It's the least I could do. After
                         all, you put in the work.
                         I couldn't jeopardize my standing
                         in the community by whacking out
                         low-life shitheads myself. So from
                         the bottom of my heart. Thank you.
                         I can understand how you'd be a
                         little bent out of shape about the
                         silent partner thing. However, the
                         operative word here is silent. 

               Cleo looks to Zamora. Zamora just shrugs.

                                   ZAMORA
                         What can I say my friend. I'd kill
                         to have an inside man.

               Dobbs points to Zamora.

                                   DOBBS
                             (sing songy)
                         I don't believe you.

               Zamora smiles. Levels his Mac-10 at Niles and Jones.
               Callously riddles both men with the rest of the clip. A beat
               and then...

                                   DOBBS
                         I'm sold.

               Dobbs pulls a silenced Glock 9mm from his jacket. Looks to
               Cleo and is met with a defiant, bone chilling stare. If Cleo
               is in pain, he's not showing it. The two men lock eyes. 

                                   DOBBS
                         A little advice for the next life.
                         You make a move? Make sure you know
                         the play.

               CLEO'S POV

               Dobbs looms over us. Aims his Silenced Glock 9mm at camera. A
               beat and then...

                                   DOBBS
                         Ciao baby.

               Dobbs pulls the trigger.



               EXT. STREET CORNER - NIGHT

               The usual goings on of any inner city street corner. In the
               midst of this skid row circus sits a lone pay phone. 

               RICO OLIVERA

               Zamora's bodyguard, hustles nervously to the pay phone. Picks
               up the receiver, punches in a number. 



               EXT. MAX'S APARTMENT - NIGHT

               Through a large picture window we watch Jett pack bad modern
               art into moving boxes. Having made her decision to leave Max,
               she wastes no time. Her mother ISABELLE, (asian, sixties),
               looks on while bouncing Dott on her knee. We pull back from
               the window, across the street, and through the windshield...



               INT. THELMA - NIGHT

               As Max and Eddie drown their sorrows in Colt 45 and chronic
               smoke. Mournful Mariachi music plays on the radio. Eddie
               takes a hit from a spliff. Holds. Exhales.

                                   EDDIE
                         What about dog groomin'? Very
                         confused and lonely people pay big
                         money to get their mutts gussied
                         up.

                                   MAX
                         I'm allergic to dog hair.

               Eddie thinks about that for a moment. Passes the spliff to
               Max. For the first time in our story Max imbides.

                                   EDDIE
                         They're hirin' in Iraq! Tricky Dick
                         needs a few good men to watch his
                         Haliburton stuff.

                                   MAX
                         Naaaaaa. I'm allergic to roadside
                         bombs.

               Again, Eddie thinks about it for a moment and then...

                                   EDDIE
                         How bout a titty bar? Strip clubs
                         rake it in.

               Max is about to speak but then...

                                   EDDIE
                         Oh, that's right! You're allergic
                         to pussy. My bad.

               A BLACK LINCOLN TOWNCAR

               Rolls slow and easy past Max's apartment. Rockets off out of
               sight. Our guys notice the car but do not react. A long beat
               and then...

                                   MAX
                         What about you and Thelma? I
                         thought you had plans.

               Eddie takes a gulp of Colt.

                                   EDDIE
                         I ain't got shit bubba. Just my
                         beloved Thelma...

               Eddie props his foot up and the center console. He's still
               wearing King Kahns yellow shoes.

                                   EDDIE
                         And my fly gators.

                                   MAX
                         Lets not forget about those. If I
                         ever find myself in an Ike Turner
                         look-a-like contest I'll come
                         borrow them.

                                   EDDIE
                         No my brotha. You got to get your
                         own.

               Max kills the Colt .45. Rolls down the window. Chucks the can
               out...



               EXT. THELMA/CITY STREET - CONTINUOUS

               ...As the beer can deflects off the windshield of that black
               Lincoln Towncar as it passes. It doesn't slow. 



               INT. THELMA - CONTINUOUS

                                   EDDIE
                         Spidey sense is tinglin'.

                                   MAX
                          Shit is doing more than tingling.

               The Black Lincoln Towncar turns the corner. The lights are
               cut. It crawls forward. Comes to a stop in front of Max's
               apartment. Max and Eddie share a look.

                                   MAX
                         Dude, binoculars!

               Eddie gives Max a pair of binoculars.

               MAX'S POV - THROUGH BINOCULARS

               Two men in shadow. But then, the light shifts, and all
               becomes terribly clear. BOO sits passenger. One of his
               HENCHMAN is at the wheel.

               Max lowers the binoculars. Looks at Eddie in amazement.

                                   MAX
                         It's Boo!

               Eddie eyes go wide.

                                   EDDIE
                         Boo? As in, Boo the Shaq sized pimp
                         you bitch slapped, pistol whipped,
                         and threatened to beat into a coma.
                         That Boo?

               Max nods. Eddie grabs the binoculars. Looks for himself. 

                                   MAX
                         That mufucka's parked outside my
                         home. My home Ed! My family is in
                         there.

                                   EDDIE
                         What do you think he wants?

                                   MAX
                         I don't know. But I'm down to find
                         out. You with me?

                                   EDDIE
                         What? You mean, like, for old times
                         sake?

               Max nods. Eddie gets excited. Ashes his spliff. Kills the
               rest of his Colt .45. Belches. 

                                   EDDIE
                         Lets roll bitch.  



               INT. BLACK LINCOLN TOWNCAR - NIGHT

               As Boo's henchman inspects the windshield for damage. Boo is
               more concerned with what's going on in Max's apartment.   

                                   HENCHMAN
                         Did you see what hit it? I don't
                         see any damage. That would not be
                         good. Did you see what hit it?

                                   BOO
                         You sure this is the right address? 

                                   HENCHMAN
                         It's the address they gave me. 

                                   BOO
                         All I see are two asian birds. One
                         of them is kind of hot. That must
                         be his wife.

               Boo and his henchman check their guns. Lock and load.

                                   BOO
                         We'll wait here. We see him, we do
                         our thing.

               And then, someone runs up the trunk of the Towncar. Lands
               hard on the roof -- denting it inward.

                                   HENCHMAN
                         What the fu...

               He never finishes. Eddie's hands dart in and snatch Boo's man
               right out of the car through the driver's side window. Boo's
               eyes go wide. He moves to exit. The second he steps from the
               car... 

               MAX

               Leaps off the roof like Superfly Snuka and onto Boo. Both men
               go to the ground hard. What happens next is...

               THE MOTHER OF ALL BEATDOWNS:

               Max and Eddie, working in tandem, are like a force of nature!
               A tornado! A very stoned, drunk, pissed off tornado that just
               lost it's job! A whirling torrent of fists, feet, elbows,
               head-butts, and expletives! The fighting is desperate and
               dirty! Back ally shit! Absolute gutter! 

               Boo's man is the first to go down and stay! Eddie joins Max
               in his struggle with the giant! Like two crazed Neanderthals
               taking down a woolly mammoth, they spare no fury! But Boo
               ain't no bitch! Strong like tractor! He hammers back hard and
               heavy! At intervals in the brutality Boo tries to speak!
               To impart, perhaps, some nugget of wisdom that might end the
               madness! But Max and Eddie continue to chop! Until finally,
               like a doomed Redwood, Boo falls!   

               Amped from the victory our guys knock out some chest bumps
               and high fives in quick succession while mocking the
               unconscious Boo. 

               Eddie kneels over Boo. Pats him down. Finds his wallet. Opens
               it. What he sees stops him cold. A beat and then... he
               laughs.  

                                   MAX
                         What?

               Eddie turns to Max.

                                   EDDIE
                         U.S. Immigration and Customs
                         Enforcement.

               Max's knees buckle. Eddie plops down on the curb next to Boo. 

                                   EDDIE
                         It appears Colossus here is a
                         Customs Agent. You think that's
                         what he was tryin' to tell us?

               Eddie shakes his head in utter disbelief.

                                   EDDIE
                         We fucked up this time bubba. It
                         don't get any better than this.

               On cue, Eddie's two front teeth fall from his mouth. He
               catches them. Doubles over with laughter. Rolling over Boo as
               he goes. 

               Jett, having heard the commotion, exits the apartment. Takes
               in the carnage.

                                   JETT
                         Oh my God!

               Max turns to Jett. Bursts into tears.



               INT. MAX'S APARTMENT - NIGHT

               Where a smashed to shit Max and Eddie sit across from a, now
               conscious, but no less, smashed to shit Boo and henchman. A
               long beat and then...

                                   EDDIE
                         Our Bad.

                                   MAX
                         We've been under a lot of pressure
                         lately. We Don't do well under
                         pressure.

               Taking into account our latest wrinkle, Boo will now be known
               as Agent DUANE MEYER. His henchman as Agent TERRY STUBBS. 

                                   MAX
                         We thought one thing and obviously
                         we were a little off the mark.

                                   BOO/MEYER
                         What you just said should be
                         ceremoniously washed, oiled,
                         mummified, wrapped in linens with a
                         thread count of no less than 500,
                         inlaid with diamonds, bronzed,
                         kissed by the pope, blessed by the
                         Dali Lama, consecrated with the
                         blood of sacrificed Aztecs, laid
                         out in a solid gold sarcophagus,
                         and enshrined in the understatement
                         hall of fucking fame!!
                             (beat)
                         A little off the mark? You almost
                         killed us!!

               Jett's mom rounds the corner with a tray of goodies.

                                   ISABELLE
                         Juicebox anyone?

               The room peps up. Meyer and Stubbs grab three each. So does
               Max. Eddie is not so easily satisfied.

                                   EDDIE
                         Got somethin' a little stronger
                         okaa-san? Somethin' of a distilled 
                         or brewed nature perhaps? My head's
                         killin' me.

               Jett walks in holding Dott. She is not a happy camper.

                                   JETT
                         We should be so lucky.

                                   EDDIE
                         Why so mean Queen Bee?

               Jett ignores Eddie. Drops Dott in Max's lap. The look on
               Jett's face tells Max she's not asking.

                                   MAX
                         Alright, but I... 
                             (lowers his voice)
                         Can we talk? Later? 

               Jett searches Max's eyes. Spies something hopeful. Nods. Jett
               and her mother exit the room. Eddie shakes his head
               disapprovingly. 

                                   EDDIE
                         Touchin'. 

               Max waves him off. 

                                   MAX
                         Look, how do we make this up to
                         you? A'ight? 
                             (beat)
                         How do we make this right?

               Stubbs and Meyer share a look.

                                   BOO/MEYER
                         Glad you asked.

               Stubbs passes Meyer a sealed manila envelope. Meyer holds the
               envelope up for Max and Eddie to see.  

                                   BOO/MEYER
                         The information we're about to give
                         you is confidential. Once we leave
                         this apartment, we were never here.
                         File this under anonymous tip.
                         Understand?

               Max nods. But Eddie sits straight up.

                                   EDDIE
                         I smell shit. 

               All present look to Dott. She giggles.



               INT. NURSERY - NIGHT

               The men huddle over Dott on the changing table. Meyer passes
               Eddie a surveillance photo from a folder. (note: As the men
               converse the changing duties are rotated clumsily between
               them.) Eddie looks at the photo.

                                   EDDIE
                         Vincent Zamora. Big pimps and
                         stacks chips throughout Mexico and
                         Central America.

               Meyer hands Eddie a second surveillance photo.

                                   BOO/MEYER
                         We've had a CI in his organization
                         for years.  

               ON PHOTO

               A pic of Rico Olivera.

                                   HENCHMAN/STUBBS (O.S.)
                         A bodyguard.

               Max opens Dott's diaper. Eddie, Meyer, and Stubbs recoil. 

                                   EDDIE/MEYER/STUBBS
                         DAAAAAAAAAYUM!!

                                   MAX
                         Get a grip!! We catch homicidal,
                         crack smoking, villainous mufuckas
                         for a living. Surely you can handle
                         a little baby shit. Gimme the wet
                         wipes goddamit!!

               Stubbs hands Max a box of wet-wipes. 

                                   BOO/MEYER
                         Six months ago our source informed
                         us that Zamora was opening a Heroin
                         pipeline into San Francisco.

               Eddie passes the Olivera photo to Max. Max passes the dirty
               diaper off to Meyer.

                                   MAX
                         Diaper Genie to your right.

                                   HENCHMAN/STUBBS
                         Zamora's supply line is based in
                         Musa Qala, Afghanistan. A
                         stronghold for opium lords and the
                         Taliban. Now one and the same.  

                                   BOO/MEYER
                         Zamora helps fund this cabal to the
                         tune of 65 million a year.
                         A large percentage of that going to
                         arm the insurgency.

                                   HENCHMAN/STUBBS
                         The Pentagon has resisted any
                         aggressive role in drug
                         interdictions. They believe the job
                         in Afghanistan has nothing to do
                         with drugs. That way of thinking is
                         about to bite us in the ass.

                                   MAX
                             (to Stubbs)
                         Diaper.

               Stubbs retrieves a clean diaper from the table caddy. Takes
               Max's place at changing table. Places the fresh diaper under
               Dott. 

                                   BOO/MEYER
                         If Zamora sets up shop in San
                         Francisco he'd be a direct threat
                         to national security. With his
                         terrorist connections and hatred
                         for the US, heroin won't be the
                         only thing coming across the
                         border. 

               Stubbs gives Meyer the baby powder. Meyer passes Max the
               folder. Meyer powders Dott. Max opens the folder.

               ON FOLDER

               A surveillance photo of Dobbs.

               Max holds it up.

                                   MAX
                         Who's this asshole?

                                   HENCHMAN/STUBBS
                         Nick Dobbs. DEA. Zamora's man in
                         San Fran.

               Meyers fastens Dott's diaper.

                                   BOO/MEYER
                         Dobbs tried to flip Zamora while he
                         was in Lompoc. But it was Dobbs who
                         got flipped.

                                   MAX
                         Lompoc? Didn't Watts work Lompoc?

               Eddie nods. Max passes the folder to Eddie.

                                   BOO/MEYER
                         The prison guard?

                                   MAX
                         That's the one. He tried a drive-by
                         on a mountain bike and ended up as
                         trolley car lubricant.

                                   BOO/MEYER
                         From what we can tell he was apart
                         of Dobbs' deception. Dobbs wanted
                         it to look like he was
                         investigating Zamora. A smokescreen
                         for his supervisors. Helped along
                         by misleading and then setting up
                         his own informant. A cell mate of
                         Zamora's.

                                   MAX
                         Cleo Bell.

                                   BOO/MEYER
                         So you know him?

                                   MAX
                         He dumped three into my vest. Got a
                         couple of homicides with his name
                         on them.    

                                   BOO/MEYER
                         Karma's your bitch this week. He's
                         dead. 

                                   MAX
                         The fuck? We just...

                                   BOO/MEYER
                         Got word about an hour ago. Dobbs
                         put a bullet through his head.

                                   EDDIE
                         You take this to the brass?

                                   HENCHMAN/STUBBS
                         Of course. They shut us down. We
                         were promised a follow up. Next
                         thing we know we're undercover on a
                         human trafficking detail in the
                         Tenderloin.    

                                   EDDIE
                         But you stayed on.

                                   BOO/MEYER
                         We put five years into this

               Max slides a shirt onto Dott.

                                   MAX
                         Why us?

                                   BOO/MEYER
                         Why not? You're already waist deep
                         on your end. And Roxy says you're
                         stand-up guys. Good cops.
                             (beat)
                         And we're desperate.

                                   EDDIE
                         That's more like it.

                                   HENCHMAN/STUBBS
                         Zamora's in town escorting his
                         inaugural shipment. You'll have a
                         small window of opportunity to get
                         them both when the drop is made.

               Max sits the adorable Dott up on the changing table. She
               looks at the men. 

                                   BOO/MEYER
                         That's a good baby. She didn't cry
                         or anything.

               Dott smiles. The guys can't help but smile back.

                                   EDDIE
                         Oh yeah, by the way. We got fired!

               Meyer and Stubbs' faces drop. They turn to Max. He shrugs.

                                   MAX
                         So, technically, we're not even
                         cops... per se.

               Nobody's smiling now. A long beat and then...



               INT. GYM/BASKETBALL COURT - NIGHT

               A wheelchair basketball game in progress. All male except for
               Capt. Ramos ripping it up. 

               She skillfully threads the other player's chairs. Despite
               protests from her teammates, she does not pass the rock. She
               presses hard on her way to the basket. Shoots. Scores!

                                   CAPT. RAMOS
                         Game fuckers!

               THE BLEACHERS

               As Max and Eddie applaud wildly.

               After some congratulatory high fives from her teammates,
               Capt. Ramos wheels over to Max and Eddie. Immediately they
               heap on the accolades.  

                                   EDDIE
                         Damn Legs!! Where you hidin' the
                         nitros in that thing?

                                   MAX
                         That other team better be glad you
                         in that chair Captain, cause if you
                         wasn't you'd have... um...
                         walked... all up and down they ass!

                                   CAPT. RAMOS
                         Cut the bullshit!!
                             (beat)
                         An anonymous tip does not qualify
                         as something big. And that was
                         before the chief fired you. I got
                         an earful from that asshole.

                                   MAX
                         He give you the hemorrhoid speech
                         too? 

                                   CAPT. RAMOS
                         Eeeew, no!

                                   MAX
                         The guy spots his Dockers and he's
                         pissed off about it. 

                                   CAPT. RAMOS
                         I have absolutely no idea what that
                         means but...
                             (re: Eddie's mouth)
                         Oh my God! Where in the hell are
                         your front teeth?

               Eddie pulls them out of his pocket. 

                                   EDDIE
                         Courtesy of the tipsters we told
                         you about.

                                   MAX
                         It's legit Captain. You have to
                         trust us.

                                   CAPT. RAMOS
                         Trust you? You want me to put my
                         job on the line by marshalling the
                         resources of the SFPD to assist you
                         in busting up a heroin deal between
                         Vincent Zamora and a DEA agent?
                         Something I have no way of
                         verifying because the information
                         comes from anonymous individuals
                         who punched out your two front
                         teeth?   

                                   MAX
                         When you line it up like that the
                         shit does sound a little off, but
                         that's the way it is.

                                   CAPT. RAMOS
                         Are you fucking crazy? You're not
                         even cops.

               Max and Eddie just stare back. Begrudgingly, Capt. Ramos rips
               a black fanny pack from the side of her chair. Tosses it to
               Max. He catches it.

                                   CAPT. RAMOS
                         I'm fucking crazy?

               Max unzips the bag.

               CLOSE ON BAG

               Two badges and two guns inside. Max and Eddie grin big.
               Quickly pocket their guns and badges. Capt. Ramos just shakes
               her head.

                                   CAPT. RAMOS
                         Don't let me down gentleman. 

               Max and Eddie kiss Capt. Ramos on the cheek. Make their exit
               before she changes her mind.  



               INT. MAX'S APARTMENT - DAWN

               BEDROOM

               As Jett spoons a sleeping Dott. Max enters frame fully
               dressed. Slides in behind Jett on the bed. Drapes his arm
               over Jett and Dott. 

                                   MAX
                             (whispering as to not wake
                              Dott)
                         I'm not perfect. You know that more
                         than anybody. I'll show up wherever
                         you want me to show up. And talk to
                         whoever you want me to talk to, if
                         it means keeping you and Dott here
                         with me. But please don't ask me to
                         become something I'm not. 
                             (gently kisses her cheek.
                              kisses Dott's cheek)
                         I love you. Please be here when I
                         get back.    

               Max slides off the bed and out of frame. A tear rolls down
               Jett's cheek. A beat. Max enters frame again. Slides in
               behind Jett.

                                   MAX
                             (whispering)
                         And please give Ed a break. He'd
                         take a bullet if it meant that I
                         got to come home safe and sound to
                         you and Dott. A friend like that is
                         rare. So, you know...  

               Again, Max slides out of frame. A beat. He enters frame yet
               again. Slides in behind Jett.

                                   MAX
                             (whispering)
                         Couldn't you learn to love Mariachi
                         music just a little bit?

               Jett's look says it all. Max quits while he's ahead.

                                   MAX
                         Okay, I won't push. I love you.

               And with that, Max exits frame for the last time.



               INT. IHOP - MORNING

               ON BOOTH

               Where Max and Eddie sit drinking coffee. Max looks at his
               watch.

                                   MAX
                         Where is this guy?

               Eddie has a new habit of licking the gum tissue where his two
               fronts used to be. A wet, sucking noise is heard.

                                   MAX
                         Dude! The fuck? Stop.

                                   EDDIE
                         I'm trying but it feels kind of,
                         you know... sensual.

               Max is completely disgusted and it shows. A beat and then...

                                   EDDIE
                         Looks like this Dobbs asshole
                         robbed you of your shot at Cee-Low.

               Max shrugs. 

                                   MAX
                         Gone is good from every angle. One
                         less nefarious mufucka we got to
                         worry about. Ultimately Cee-Low was
                         a symptom. Dobbs is the disease.
                         He's a criminal with federal
                         authority. That makes him more
                         dangerous than the Cee-Low could
                         ever be. 

                                   EDDIE
                         Hold on now bubba. Truth be told
                         we've been known to take certain...
                         liberties with our authority as
                         well.

                                   MAX
                         Yes, but we use our evil for good.

                                   EDDIE
                         I feel much better about myself
                         now.

                                   MAX
                         Glad I could help.

               ON DOOR

               As Rico Olivera enters. Frightened. Eyes darting. 

               Max spots him. Taps Eddie.

               Rico scans the room. Sees Max and Eddie staring right at him.
               Nervously, he walks to their booth. Stops. Tries to remember
               it like he rehearsed. A beat and then...

                                   RICO
                             (thick latin accent)
                         I hear the rutti tutti fresh and
                         fruity is excellent. Perhaps you
                         should try some?

               Max and Eddie cut a look to each other. Back to Rico. 

                                   MAX
                         We look like we got scurvy?

               The correct response. Rico takes a seat next to Eddie.  

                                   EDDIE
                         Got somethin' for us? 

               Rico pulls Watts' incriminating grey journal from his jacket.
               Places it on the table. 

                                   RICO
                         You'll need this. 

               Rico takes a breath. Looks at Max and Eddie. 

                                   RICO
                         If Meyer and Stubbs tell me you are
                         my guys then that's the hand I've
                         been dealt and I'm fine with that.
                         I only have one request. 

                                   EDDIE
                         What's that Senior Suave?

                                   RICO
                         When it goes down. Don't shoot me. 

               Max and Eddie nod in agreement. 



               EXT. UNION NIGHTCLUB - DAY

               As a familiar Black Yukon Denali pulls curbside. Dobbs,
               Kelly, Atkins, and Green exit looking all business. Green and
               Atkins are carrying large briefcases. They enter the
               building. 

               ACROSS THE STREET

               In a parked SEDAN, is Willis and Jones.  

                                   JONES
                             (into sleeve mic)
                         Suspects have entered the building. 



               INT. UNION NIGHTCLUB - DAY

               Small jazz joint with the usual nightclub decor. Dark felts,
               brass and wood. 

               On the dance floor, Vincent Zamora and several of his
               henchman, including a very jittery Rico Olivera, preside over
               a veritable feast. All gathered around a dining table of fine
               wines and gourmet delights.

               Dobbs and his men walk in.

                                   DOBBS
                         Papa likes?

               Vincent Zamora gets to his feet. Hugs Dobbs.

                                   ZAMORA
                         I thought we might have some lunch. 

               Dobbs looks back at his men.

                                   DOBBS
                         I could eat. But if you don't mind,
                         I tend to put business before
                         bullshit.

               Zamora laughs.

                                   ZAMORA
                         Of course! Of course!

               Zamora snaps his fingers. Two of his men get up and move out
               of frame. Rico stays seated.

                                   ZAMORA
                         Have a seat.

               Dobbs and his men find chairs around the table. Smiles and
               greetings are exchanged. Dobbs notices Rico.  

                                   DOBBS
                         Rico. My man. Vincent tells me
                         you're quite the ladies man. Pussy
                         in every port kind of cat.   

               Innocent enough. But Rico is sweating bullets. Dobbs notices.
               Stiffens.

                                   RICO
                         I do okay.

               Dobbs' turns to Zamora.

                                   DOBBS
                         Who'd a thunk it baby. Me and you. 

               Zamora smiles.

                                   ZAMORA
                         Early on I recognized in you a
                         young man who hated to let an
                         opportunity slip through his hands.

               All present laugh.

                                   DOBBS
                         I came to flip and got flipped.
                         What can I say? 

                                   ZAMORA
                         I have an eye for these things.

               Dobbs turns to look at Rico again. Locks eyes with him.

               We push in on Rico's shirt. As we do we HEAR the pounding of
               his heart. We move past and under the shirt to reveal... A
               WIRE.



               EXT. BACK ALLEY - DAY

               Thelma parked.



               INT. THELMA - DAY

               Where Max and Eddie listen via a small radio set-up on the
               dash.

                                   ZAMORA (O.S./RADIO FILTER)
                         Just as you have an eye for the
                         snitch. I have an eye for the...
                         capitalist.

               Max and Eddie share a suspicious look.

               RETURN TO SCENE

               Zamora's men roll out several large, steel briefcases on
               dollies. Dobbs looks at the cases. Looks back at his men.
               Looks to Zamora. And then looks over at Rico. Smiles.

                                   DOBBS
                         If only you had more talent in the
                         snitch sniffing end of things. We'd
                         all have been better off.

               Dobbs reaches over and jerks Rico over the table... rips his
               shirt open to expose.... A Wire.

                                   DOBBS
                         Fuck me.

               Dobbs pulls his Glock 9mm... fires a round point blank into
               Rico's head... he spins... fires three into Zamora's face...
               Zamora drops...

               Dobbs' and his men draw down on Zamora's remaining
               henchman... both parties start dumping clips at point blank
               range... just then...

               AN SFPD NARC TACTICAL TEAM

               Rushes in through the front door firing... Willis and Brown
               on their heels...

               MAX AND EDDIE

               Rush in through the back... guns aimed high and firing...

               It is a meat-grinder... bodies dropping... men taking cover
               where they can... all high intensity close quarters
               savagery... for the Tac team, it is a rout... 

               Dobbs' men go down... Zamora's men go down... Some of the Tac
               team go down... 

               DOBBS

               Makes a break out a side door...

               Max and Eddie pursue into...



               EXT. ALLY - DAY

               As Dobbs runs a few feet and ducks behind a dumpster... As
               Max and Eddie overrun the dumpster...

               DOBBS GRABS EDDIE

               Puts his a gun to Eddie's head... 

                                   DOBBS
                         Drop it!

               Eddie drops his gun... Max turns... trains his weapon on the
               on the two...  

                                   EDDIE
                         Shoot him bitch.

               Max fires... the bullet catches Dobbs just under the nose...
               as Dobbs falls backward into a crimson mist, he fires
               reflexively... hitting Eddie in the back...

               EDDIE GOES DOWN

               Max runs to Eddie's side... A pool of blood spreading
               underneath his partner...

                                   MAX
                         Where the fuck is your vest?

               Eddie smiles.

                                   EDDIE
                         I am waaaaaay to cool for that
                         bubba.

               In the b.g. sirens are heard.

                                   MAX
                         Hold on dude. Hold the fuck on.



               EXT. CITY STREET - DAY

               As an ambulance zips by.



               INT. AMBULANCE - DAY

               Where a shot to shit Eddie is treated by paramedics as Max
               looks on. He's going to be alright. But Max still looks
               upset. Distressed in the extreme.

                                   EDDIE
                         I'm gone make it bubba. I'm gone
                         make it. So turn that frown upside.

                                   MAX
                         Seriously. That's not even close to
                         it.

               Eddie is confused. Max moves in close. A long beat and
               then...

                                   MAX
                         Dude...
                             (beat)
                         I got a hard-on.

               Eddie recoils.

                                   EDDIE
                         I love you bubba but I'm afraid it
                         ain't that kinda party.

                                   MAX
                         No! No! It's just... all the
                         shooting and... the excitement... I
                         guess the whole thing was kind
                         of... kind of cathartic. So I...

               Max turns to one of the paramedics.

                                   MAX
                         Where are we?

                                   PARAMEDIC #1
                         Just about to turn on Polk.

                                   MAX
                         Could you drop me off at 6th and
                         Polk. It's kind of an emergency.
                         I'd really appreciate it.

               Eddie's eyes go wide.

                                   EDDIE
                         Kind of an emergency? 
                             (re: bullet wound)
                         This right here is an emergency.

                                   MAX
                         You'll live.



               INT. MAX'S APARTMENT - NIGHT

               Where Jett unpacks the moving boxes as her mother changes
               Dott's diapers. Max's bursts in.  

                                   JETT
                         Oh my god! What happened to you?

               Max walks up to Jett. Grabs her by the arm. They disappear
               into the back room. 



               INT. SFPD - MORNING

               As Chief Huff promotes Max and Eddie to Lieutenant.

               In the front row sits Capt. Ramos, Jett, and Dott.

               IN THE BACK OF THE ROOM

               Meyer and Stubbs look on. Smiling from ear to ear.



               EXT. CITY STREET - DAY

               As Thelma, blows through a red light.



               INT. THELMA - DAY

               Where Eddie puffs hard on a joint. He passes it to Max. Max
               turns him down. Eddie shrugs. "More for me." He pops in a CD.
               Mariachi music blares from the stereo! 



               EXT. CITY STREET - DAY

               As Thelma rockets over a San Francisco hill. One of many.

                                   FIN

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