L.A. CONFIDENTIAL



                                    by

                              Brian Helgeland


                     Based on the novel by James Ellroy








                                                 November 16, 1995
                                                 Minor Revisions












        FADE IN:

        OVER the opening strains of "I LOVE YOU, CALIFORNIA," a
        MONTAGE:  a mixture of headlines, newsreel footage and
        live action.  Economy Booming!  Postwar Optimism!  L.A.:
        City of the Future!  But most prominent among them:
        GANGLAND!  Police photographers document crime scenes.
        The meat wagon hauls ex-button men to the morgue.  Where
        will it end?


        EXT. L.A. SKYLINE - SUNSET

        Palm trees in silhouette against a cherry sky.  City
        lights twinkle.  Los Angeles.  A place where anything is
        possible.  A place where dreams come true.  As the sky
        darkens, triple-kleig lights begin to sweep back and
        forth.


        EXT. MANSION (HANCOCK PARK) - NIGHT

        The KLEIG LIGHTS are out front.  Valets hurry to park a
        line of elegant cars.

                                MAYOR (V.O.)
                  Ladies and gentlemen, I give you
                  the future of Los Angeles!


        INT. HANCOCK PARK MANSION - BALLROOM - NIGHT

        The MAYOR yanks a cloth to reveal a MODEL of L.A. criss-
        crossed by an elaborate FREEWAY SYSTEM.  The CROWD oohs.
        A COUNCILMAN claps.  A SOCIETY MATRON nods her approval.

        PIERCE PATCHETT, 50, tuxedoed, watches off to one side.
        A behind-the-scenes power broker, Patchett exudes
        authority much more so than the Mayor does.

                                MAYOR
                  The Arroyo Seco freeway is just
                  the beginning.  We're planning
                  freeways from Downtown to Santa
                  Monica, from the South Bay to the
                  San Fernando Valley.  Twenty
                  minutes to work or play is the
                  longest you'll have to travel.

        More applause.  One REPORTER asks a little too loudly...

                                REPORTER
                  How many bodies you think Mickey
                  Cohen'll be able to hide in all
                  that cement?

        The Mayor wears a plastic smile, ignores it.


        INT. THE MOCAMBO - NIGHT

        A CLUB PHOTOGRAPHER pops snapshots, but the real action
        is on the floor where MICKEY COHEN does a wicked "Lindy
        Hop" with THREE different GIRLS at once.  A fireplug of a
        man, he hardly seems a public menace.  Nearby is his
        bodyguard JOHNNY STOMPANATO.  Over it all:

                                HUDGEONS (V.O.)
                  Meyer Harris Cohen, Mickey C to
                  his fans.  He's the big moocher,
                  local L.A. color to the nth
                  degree.  You know Mickey.  He runs
                  dope, rackets and prostitution.
                  He kills a dozen people a year.
                  But who you may not know is
                  bodyguard Johnny Stompanato.

        His hair in a slick pompadour, Stompanato keeps an eye on
        Cohen and comes onto a CIGARETTE GIRL at the same time.

                                HUDGEONS (V.O.)
                  Johnny's handsome, ladies, but the
                  real attraction is below the belt.
                  Second only to Steve Cochran, he's
                  sometimes known as 'Oscar' because
                  of his Academy Award-size
                  appendage.

        Mickey works a sweat on the dance floor.  A bottle of
        champagne pops; Stompanato reacts, nearly draws a pistol
        from his shoulder holster.  As he laughs at himself...


        INT. HUSH-HUSH MAGAZINE OFFICE - DAY

        Lurid page one headlines cover the wall where SID
        HUDGEONS types.  The essence of sleaze, Sid is the
        publisher-photographer-writer of Hush-Hush magazine and
        keeper of inside dirt supreme.  As he continues...

                                HUDGEONS (V.O.)
                  Remember, dear readers, you heard
                  it here first, off the record, on
                  the Q.T. and very Hush-Hush.


        INT. HANCOCK PARK MANSION - BALLROOM - NIGHT

        The party continues.  The Mayor has moved off to the side
        with the power brokers.  Patchett is a presence.

                                MAYOR
                  We're selling an image, gentlemen.
                  Beautiful weather.  Affordable
                  housing.
                         (re:  model)
                  Trouble-free transportation.  And
                  the best police department in the
                  world to keep it all running
                  smoothly.


        EXT. STOREFRONT - NIGHT

        A dozen people watch a display windoe TELEVISION as it
        rolls the opening of the hit show "Badge of Honor."  Over
        familiar THEME MUSIC, "Sgt. Joe Reno" (actor BRETT CHASE)
        walks the streets of Los Angeles.

                                CHASE (V.O.)
                  My name?  Joe Reno.  The city?
                  Los Angeles.  A big town.  Full of
                  all sorts of people.  It's my job
                  to help them.  I like what I do.
                  I'm a cop.


        INT. HANCOCK PARK MANSION - BALLROOM - NIGHT

        The Mayor continues.

                                MAYOR
                  But with a second rate Al Capone
                  out there, L.A. looks like Chicago
                  in the '30s.  Something has to be
                  done.

        As Pierce Patchett nods sagely.


        INT. OLYMPIC AUDITORIUM - NIGHT

        Wrestler GORGEOUS GEORGE primps and poses before flatten-
        ing an opponent with a drop kick.


        INT. MOVIE THEATER - NIGHT

        An enthusiastic crowd adjusts their 3-D glasses.


        EXT. COHEN MANSION (BEVERLY HILLS) - DAY

        In monogrammed silk pajamas, Mickey Cohen answers the
        door, his pet BULLDOG Mickey Jr. at his feet.  The police
        are waiting.  REPORTERS' flashbulbs pop.

                                POLICE OFFICER
                  Mr. Cohen, you're under arrest.

                                COHEN
                  Bullshit.  What's the charge?

                                POLICE OFFICER
                  Non-payment of federal income tax.

                                COHEN
                  Bullshit.


        EXT. GRAUMAN'S CHINESE - DAY

        JOHN WAYNE gets his hand prints in the sidewalk.


        EXT. WESTCHESTER BEAN FIELD - DAY

        MIGRANT WORKERS hurry to finish the harvest.  We PAN
        TO CONSTRUCTION WORKERS who wait impatiently with bull-
        dozers under a "Spirit of the Future" BANNER.  As the
        last picker leaves the field, the bulldozers move in,
        leveling the bean rows to make way for a housing tract.


        EXT. FEDERAL COURTHOUSE - STEPS - DAY

        Flashbulbs pop as Mickey Cohen exits and starts down
        the steps.  Accompanied by his LAWYERS, bodyguard
        Stompanato and mob lieutenants DEUCE PERKINS and NATE
        JANKLOW, Cohen ignores REPORTERS' shouts.

                                REPORTER
                  How's your bullshit now, Mickey?!

        As Cohen gets into a waiting car, the media turn their
        attention to District Attorney ELLIS LOEW.  A singularly
        ambitious man, Loew loves the spotlight.

                                LOEW
                  Today is an auspicious one for the
                  city of Los Angeles.  Mickey Cohen
                  has just been sentenced to ten
                  years in federal prison for
                  failure to pay income tax.
                  As the District Attorney for Los
                  Angeles County, it is my pleasure
                  to declare our great city
                  organized crime free.  It is truly
                  the dawning of a new day.

        The SONG ENDS and so does the MONTAGE.


        INT. PACKARD (ACROSS FROM BULLOCKS WILSHIRE) - NIGHT

        December 24th.  Wendell "BUD" WHITE, 30, stares at the
        enormous Christmas tree on the deco platform over
        Bullocks' entrance.  An LAPD cop, Bud's rep as the
        toughest man on the force has been well earned.  In the
        back seat, with cases of Walker Black and Cutty Sark, is
        Bud's partner -- DICK STENSLAND.  Older, but also a tough
        hump, "Stens" sucks on a pint of Old Crow.

        The passenger door opens and Mickey Cohen bodyguard
        Johnny Stompanato slides in.  Guinea handsome, Johnny
        wears his curls in a tight pompadour.  With his boss
        behind bars, he's out of work.  Bud just stares at him.

                                STOMPANATO
                  Officer White.  I heard you got a
                  hard-on for wife beaters.

                                BUD
                  And you fuck people up for a
                  living.  That don't make me you.
                  Capisce, shitbird?

        Stompanato smiles.  Nervous.  Through the window, Bud
        watches a Salvation Army Santa palm coins from a kettle.

                                STENSLAND
                  Bud ain't in the mood for small
                  talk, Stompanato.

                                STOMPANATO
                  Look, Mickey C's doing time and
                  half the other guys who'd hire me
                  are dead or left town.  I need
                  money.  If your snitch-fund's
                  green, I'll get you some fucking-A
                  collars.

        Impatient, Bud tugs at a finger, CRACKS a KNUCKLE.

                                STOMPANATO
                  There's this guy.  He's blond and
                  fat, about forty.  Likes the
                  ponies.  Been pimping his wife to
                  cover his losses.  Knocks her
                  around to keep her in line.

        Bud's eyes narrow at this last bit of info.  Stompanato
        holds up a slip of paper.

                                STOMPANATO
                  I figure the address is worth
                  twenty.

        Bud digs into his wallet, pulls out twenty bucks,
        exchanges it with Stompanato.  Stompanato smiles smugly,
        grabs a bottle of Scotch from the back.

                                STOMPANATO
                  Yuletide cheer, fellas.

        Without warning, Bud grabs Stompanato's tie and yanks,
        slamming his forehead into the dash.

                                BUD
                  Happy New Year, greaseball.

        EXT. 1486 EVERGREEN - NIGHT

        A stucco job in a row of vet prefabs.  A neon Santa
        sleigh has landed on the roof.  Through the front window,
        we see a fat guy browbeating a woman.  Puff-faced, 35-
        ish, she backs away as he rages at her.

        The Packard pulls up out front.  Stensland could care
        less.

                                STENSLAND
                  Leave it for later, Bud.  We got
                  to pick up the rest of the booze
                  and get back to the precinct.

        Bud KILLS the IGNITION, picks up the radio.

                                BUD
                  Central, this is 4A-31.  Send a
                  prowler to 1486 Evergreen.  White
                  male in custody.  Code 623 point
                  one.  Domestic assault and
                  battery.  I won't be here, but
                  they'll see him.


        EXT. 1486 EVERGREEN - BUD - NIGHT

        steps to the house.  Inside, we hear SLAPS, MUFFLED
        CRIES.  Bud grips an outlet cord coming off the roof and
        yanks.  The sleigh crashes to the ground with REINDEER
        EXPLODING around it.  A beat.  The fat guy runs out to
        investigate, trips over Rudolph.

        Bud pounces.  Fat guy takes a swing, misses.  Grabbing
        fat guy's hair, Bud smashes his face to the pavement.
        Once, twice.  Teeth skitter down the walk.

                                BUD
                  Touch her again and I'll know
                  about it.  Understand?  Huh?

        Another face full of gravel.  Fat guy's WIFE watches with
        apprehension from the steps as Bud cuffs her husband's
        hands behind his back, empties his pockets.  A cash roll
        and car keys.  Bud looks over at her.

                                BUD
                  You got someplace you can go?

        She nods.  Bud hands her the keys and the cash.

                                BUD
                  Go get yourself fixed up.

                                WIFE
                         (nods, determined)
                  Merry Christmas, huh?

        Bud watches as she gets into a pre-war Ford in the drive.
        She backs over a blinking reindeer as she goes.

                                STENSLAND
                  You and women, partner.  What's
                  next?  Kids and dogs?


        INT. STAGE FOUR (VARIETY INTERNATIONAL PICTURES) - NIGHT

        The "Badge of Honor" set.  A Christmas party in full
        swing.  Eating, drinking, and dancing.  Star Brett Chase,
        seen earlier on television, is holding court.

        LAPD Sgt. "Trashcan" JACK VINCENNES, late 30s with slick,
        good looks, dances with a young ACTRESS.  Grinding their
        way through a ballad, they're obviously hitting it off.

                                ACTRESS
                  Brett Chase told me you're the cop
                  who busted Bob Mitchum.
                         (grinds closer)
                  These 'Badge of Honor' guys like
                  to pretend, but being the real
                  thing must be a thrill.

                                JACK
                  Let's go someplace quiet.  I'll
                  give you the low-down on Mitchum.

                                ACTRESS
                  You got your handcuffs with you?

                                JACK
                  Two sets.

                                ACTRESS
                  I'll get my coat.

        They're interrupted by Sid Hudgeons.

                                HUDGEONS
                  Big V Jack Vincennes!  May I have
                  this dance?

                                JACK
                  Karen, this is Sid Hudgeons from
                  Hush-Hush magazine.

                                ACTRESS
                  I know who he is.

        The Actress storms off.  Jack looks to Sid.

                                HUDGEONS
                  We did a piece last year.
                  'Ingenue Dykes In Hollywood.'  Her
                  name got mentioned.

                                JACK
                  Is she?

                                HUDGEONS
                  Beats me.  Look, Jackie-Boy, a
                  friend of mine just sold some
                  reefer to Matt Reynolds.  He's
                  tripping the light fantastic with
                  Tammy Jordan at 2245 Maravilla,
                  Hollywood Hills.  It's right
                  around the corner.

                                JACK
                  You lost me, Sid.  Who?

                                HUDGEONS
                  Contract players at Metro.  You
                  pinch 'em.  I do you up feature in
                  the next issue.  Plus the usual
                  fifty cash.  Tell me, am I fucking
                  Santa Claus?

                                JACK
                  I need an extra fifty.  Two
                  patrolmen at twenty apiece and a
                  dime for the watch commander at
                  Hollywood Station.

                                HUDGEONS
                  Jack!  It's Christmas!

                                JACK
                  No.  It's felony possession of
                  marijuana.


        EXT. 2245 MARAVILLA - NIGHT

        WITH a VIEW of Grauman's Chinese.  Jack and two uniformed
        patrolmen wait on the darkened street.  An arc light has
        been set up.  Hudgeons creeps back over from the house.

                                HUDGEONS
                  They're sitting in the dark,
                  goofing on the Christmas tree.

                                JACK
                  Stand there with your camera.
                  I'll stop here so you get
                  Grauman's Chinese in the
                  backgrouns.

                                HUDGEONS
                  I like it!  I like it!


        INT. 2245 MARAVILLA - NIGHT

        The arc light floods the living room about the same time
        that Jack kicks the door in.  The room is caught flush:
        Christmas tree, a bag of weed on the couch, two kids
        necking in their BVDs.  MATT REYNOLDS and TAMMY JORDAN.

                                JACK
                  Police!

        EXT. 2245 MARAVILLA - NIGHT

        Jack exits, hauling Jordan and Reynolds by the neck.
        Jack stops with Grauman's FRAMED behind him and Hudgeons
        CLICKS off several shots with his CAMERA.

                                HUDGEONS
                  Cut!  Wrap it!

        Windows light up.  Rubberneckers appear.  Jack hands the
        kids to the patrolmen, heads back in with Hudgeons in
        tow.


        INT. 2245 MARAVILLA - NIGHT

        Jack scoops the pot, flips through an address book.  A
        card falls out.  "Fleur-de-Lis.  Whatever you desire..."
        Jack looks from the card out the window at the kids being
        loaded into a black and white.  They're both crying now.

                                HUDGEONS
                         (stantorian tone)
                  It's Christmas morning in the City
                  of Angels, and while decent
                  citizens sleep the sleep of the
                  righteous, hopheads prowl for
                  marijuana, not knowing that a man
                  is coming to stop them.  The free-
                  wheeling, big-time Big V,
                  celebrity crime-stopper, Jack
                  Vincennes, the scourge of
                  grasshoppers and junk fiends
                  everywhere.  You like it, Jackie-
                  Boy?

                                JACK
                  Yeah, it's subtle.

        Sid hands him a President Grant 50.

                                HUDGEONS
                  Remember: you heard it first here,
                  off the record, on the Q.T. and
                  very Hush-Hush.


        INT. HOLLYWOOD STATION - DISPATCH DESK - NIGHT

        Suspects, mostly drunk and disorderly, are ushered
        through.  Sgt. ED EXLEY, 30, bespectacled, is at the desk
        with a YOUNG OFFICER.  Exley is an up-and-comer.  Burning
        with ambition.  The faster he rises through the ranks,
        the more resentment he leaves in his wake.

                                EXLEY
                  What's on the call sheet?

                                YOUNG OFFICER
                  A guy dressed as Santa has been
                  exposing himself to kids in Los
                  Feliz.  Apparently, sir, he's
                  decorated himself.

                                EXLEY
                  Decorated?

                                YOUNG OFFICER
                  With tinsel and plastic icicles
                  and... on his penis, sir.

                                EXLEY
                  I get the idea.  You got a
                  description?

                                YOUNG OFFICER
                  Of his penis, sir?


        EXT. HOLLYWOOD BOULEVARD - HOLLYWOOD LIQUOR - NIGHT

        Tinsel-trimmed photos of movie stars look down from the
        walls as the OWNER takes an order from LYNN BRACKEN.

                                LYNN
                  A case each of gin, Scotch, and
                  rum.  Everything top shelf.  None
                  of that watered-down stuff you
                  push on Errol Flynn.

                                OWNER
                         (laughs)
                  Sounds like a helluva party.

        Her hair kerchiefed, Lynn waits as the Owner writes it
        up.  There's glamour, a cat-girl grace about Lynn.  She
        seems like she belongs up on the wall with the movie
        stars.  Lynn looks across as Bud White heads toward the
        counter.  Spotting her, Bud doesn't look so tough for a
        moment.

                                OWNER
                  You want it delivered?

                                LYNN
                  Before five tomorrow.

        The Owner spots Bud.  A big smile turns to a frown.

                                OWNER
                  I'll be right with you, Lynn.

        The Owner begins indiscriminately loading hard liquor
        into a cardboard box, leaving Bud and Lynn to look at
        each other.  Bud says the only thing he can think of.

                                BUD
                  Merry Christmas.

                                LYNN
                  Merry Christmas yourself, Officer.

                                BUD
                  That obvious, huh?

                                LYNN
                         (smiles sweetly)
                  It's practically stamped on your
                  forehead.

        As the Owner bangs a case of liquor on the counter...


        EXT. HOLLYWOOD LIQUOR - NIGHT

        Bud exits with his booze, heads for the car.  Something
        catches his eye.  A woman in the rear passenger seat of a
        new Cadillac.  SUSAN LEFFERTS.  Both her eyes are black.

        Bud starts over.  The case on his hip, he motions for her
        to roll down the window.  The driver's side door opens
        and bodyguard TURNER "BUZZ" MEEKS menaces his way out.

                                MEEKS
                  Get lost why don't you?

        Meeks stops short as Bud shoves his badge in Meeks' face.
        Setting the case on the car's hood, Bud spins Meeks
        around, pats him down.  He finds a .38 in a shoulder
        holster.

                                MEEKS
                  I got a license for that.

        Bud removes Meeks' wallet, checks the ID.

                                MEEKS
                  Cut me some slack.  I used to be a
                  cop.

                                BUD
                  Turner Meeks?  Never heard of you.

                                LYNN
                         (exiting store)
                  We just call him Buzz.

        Bud raps on Susan's window with his badge.  It comes
        down.

                                BUD
                  You okay?

        Beside her, a man leans over.  Pierce Patchett, seen
        before at the freeway unveiling, is a man used to being
        chauffeured.  Like FDR, he smokes his cigarette in a
        holder.

                                PATCHETT
                  She's fine.

                                BUD
                         (menacing)
                  I'm not asking you.

        Patchett has no idea he's walking on thin ice.  As he
        stares impatiently at Bud, Bud looks back to Susan.

                                BUD
                  Somebody hit you?

                                LYNN
                  It's not what you think.

        Bud looks to see Lynn Bracken moving to the driver's
        door.

                                BUD
                  What is it then?

                                SUSAN
                  You got the wrong idea, Mister.
                  I'm fine.

        Susan laughs.  Patchett eases back into the shadows.

                                LYNN
                         (getting in the car)
                  But it's nice to know you care.

        Bud considers Meeks' gun license, then hands him back the
        .38 and wallet.  Lifting his booze, Bud watches Meeks get
        back in the car.

        Stensland steps up as the cabbie starts to pull away.

                                STENSLAND
                  What's going on?

        For an odd moment, Stensland and Meeks lock eyes.

                                BUD
                  You know him?

                                STENSLAND
                  Seen him around.  He used to be a
                  cop.

                                                   CUT TO:


        CLOSE ON DUDLEY SMITH

        Fifty, handsome in his police captain's uniform.  Singing
        "Silver Bells" in a beautiful low tenor.  Tough,
        respected, Dudley goes to bed as a cop every night of his
        life.  He's a department power to be reckoned with.


        INT. PRECINCT HOUSE - MUSTER ROOM - NIGHT

        An L.A. Herald Express REPORTER and photographer listen
        along with the gathered patrolmen as Dudley finishes to
        applause.  Dudley joins the press.

                                REPORTER
                  Captain Smith, I --

                                DUDLEY
                  Drop the formalities; it's
                  Christmas Eve.  Call me Dudley.

                                REPORTER
                  Dudley, I came up with a title for
                  the story.  I'm calling it "Silent
                  Night with the L.A.P.D."

                                DUDLEY
                  Excellent.  How's this?
                         (dramatic pause)
                  The sanctity of the night is an
                  invitation to the darker criminal
                  element.  Our vigilance will not
                  be diminished.

        As the Reporter scribbles down the quote...

                                DUDLEY
                  That's Smith with an S.

        They laugh.  Dudley points the way out.

                                DUDLEY
                  This way, gentlemen.

        Dudley's the last one out the door.  As he goes, he turns
        back to give the men a wink.  He's no sooner out the door
        when the first case of Johnny Walker is brought in.


        INT. PRECINCT HOUSE - DISPATCH DESK - NIGHT

        Ed Exley gets another report from the Young Officer.

                                YOUNG OFFICER
                  Two police officers were assaulted
                  in a bar.  Brown and Helenowski.

        He hands the report to Exley.  It's now that Dudley comes
        through on his press junket.

                                DUDLEY
                  This is Sergeant Ed Exley.  Son of
                  the legendary Preston Exley.  He's
                  the watch commander tonight and a
                  damn fine job.

        As the photographer snaps Exley's picture...

                                DUDLEY
                  I was fortunate enough to be
                  partnered with his father when I
                  was a rookie.  It makes a man feel
                  old.  That's a fact.
                         (a beat)
                  Feel free to get a feel for the
                  place.

        As the Reporter and photographer wander off, Dudley turns
        to Exley a bit more serious.

                                DUDLEY
                  A word with you, lad.


        INT. DUDLEY SMITH'S OFFICE - DAY

        Dudley pours two drinks, hands one to Exley.

                                DUDLEY
                  To the memory of your father.

        They drink.  Exley looks to a photo on the wall.

        Himself as a ten-year-old standing between Dudley and his
        father Preston, both in police uniform.

                                DUDLEY
                  The day he got the Medal of Valor.
                  A simpler time.

        Remembering, Exley invokes his father's favorite toast.

                                EXLEY
                  To the solving of crimes that
                  require absolute justice.

        Exley raises his glass, but Dudley just watches him.

                                DUDLEY
                  That was his favorite toast.
                         (a beat)
                  I saw the test results on the
                  lieutenant's exam.  You placed
                  first out of twenty-three.

                                EXLEY
                  The youngest applicant by eight
                  years.

                                DUDLEY
                  You'll make lieutenant inside a
                  year.  Patrol division?

                                EXLEY
                  I was thinking Detective Bureau.

        We can see Dudley doesn't approve.

                                DUDLEY
                  You don't have the eye for human
                  weakness to be a good detective.
                  Or the stomach.  You're a
                  political animal, Edmund.

        The criticism stings, but Dudley's a straight shooter.

                                EXLEY
                  You're wrong.

                                DUDLEY
                  Am I...?  Would you be willing to
                  plant corroborative evidence on a
                  suspect you knew was guilty in
                  order to ensure an indictment?

                                EXLEY
                  Dudley, we've been over this.

                                DUDLEY
                  Answer yes or no.

                                EXLEY
                  I... No.

                                DUDLEY
                  Would you be willing to rig crime
                  scene evidence to support a
                  prosecuting attorney's working
                  hypothesis...?  Yes or no, Edmund.

                                EXLEY
                  No.

                                DUDLEY
                  Would you be willing to beat
                  confessions out of suspects you
                  knew to be guilty?

                                EXLEY
                  No.

                                DUDLEY
                  Would you be willing to shoot
                  hardened criminals in the back to
                  offset the chance --

                                EXLEY
                  No.

                                DUDLEY
                  Then for God's sake, don't be a
                  detective.  Stick to assignments
                  where you won't have to make those
                  choices.  Patrol, Internal
                  Affairs, but not the Bureau.

                                EXLEY
                  I know you mean well, Dudley, but
                  I don't need to do it the way you
                  did.  Or my father.

                                DUDLEY
                  At least get rid of the glasses.
                  I can't think of one Bureau man
                  who wears them.


        INT. PRECINCT HOUSE - MUSTER ROOM - NIGHT

        A large impromptu bar has been set-up.  The party is in
        full swing, the floor packed with nightwatch blues.  A
        PHONOGRAPH SPEWS DIRTY CHRISTMAS CAROLS.

        Stensland pours eggnog and Old Crow into the water cooler
        as Bud elbows his way in with another case.

                                STENSLAND
                  Hey, partner.  Grab a cup.

                                BUD
                  I got to write my report first.

                                PASSING COP #1
                  Hear about Helenowski and Brown?
                  They got into a helluva scrap with
                  six taco benders at some bar.
                  Helenowski lost six pints of
                  blood.  Brown's in a coma.

                                PASSING COP #2
                  We ought to teach Paco and his
                  friends a lesson.

        More cops vocie their agreement.  Bottles are passed.
        Only Bud doesn't seem as caught-up as the rest.


        INT. PRECINCT HOUSE - NARCO PEN - NIGHT

        Jack Vincennes at his desk.  Holding the Fleur-de-Lis
        card, Jack dials the number.  A corkboard on the wall is
        posted with press clippings.  "Dope Crusader Wounded in
        Shootout."  "Actor Mitchum Seized in Marijuana Shack
        Raid."  That one includes a shot of Jack ushering Mitchum
        into jail.

                                WOMAN (V.O.)
                         (over phone, like
                          silk)
                  Whatever you desire.

                                JACK
                  Hi... I'd like to get a delivery
                  to Beverly Hills.

                                WOMAN (V.O.)
                         (over phone)
                  I don't think I know you.

        CLICK.  The line goes dead.  Jack redials.

                                WOMAN (V.O.)
                         (over phone)
                  Whatever you desire.

                                JACK
                  Look, a friend of mine gave me
                  this number.  I just --

        The line goes dead again.  Jack dials a new number.

                                OPERATOR (V.O.)
                         (filtered)
                  Pacific Coast Bell.

                                JACK
                  This is Sgt. Vincennes.
                  Requesting a name and address on a
                  phone number.  Hollywood zero-one-
                  two-three-nine.

                                OPERATOR (V.O.)
                         (filtered)
                  Please hold the line... No such
                  number is assigned.

                                JACK
                  I just called it.

                                OPERATOR (V.O.)
                  No, Sergeant.  I checked twice.

                                JACK
                         (realizes, hangs up)
                  A bootleg...


        INT. MUSTER ROOM - NIGHT

        Exley surveys the carousing rowdies.  Raising his
        voice...

                                EXLEY
                  All right, men.  You've had your
                  fun.  Time to break it up.

        The party continues undiminished.  From across the room,
        Stensland eyes Exley with disdain.

                                STENSLAND
                  Fucking Exley.  Guy's got a pole
                  so far up his ass, every time he
                  farts the flag waves.


        WATCH COMMANDER'S OFFICE

        The command not really his, Exley reads a report, ignores
        the party, though his window looks into the thick of it.

        Suddenly a ripple goes through the room.  The men begin
        to push out through a rear door.  Exley stands, stops a
        COP.

                                EXLEY
                  What's going on?

                                COP
                  They got the spics who japped
                  Helenowski and Brown.  Helenowski
                  lost an eye and Brown's got brain
                  damage.

                                EXLEY
                  I have the report right here.
                  They're home with bruises and
                  muscle pulls -- Oh shit...

        Exley starts out after them.


        INT. CELL BLOCK - NIGHT

        Stensland in the lead.  Pulling out a blackjack, he
        enters Cell #4, begins wailing on one of the Mexicans --
        Dinardo.

                                STENSLAND
                  For ours, Pancho. And you're
                  getting off easy.

        Cheered on by drunks in the tank and his fellow officers,
        Stensland goes wild.  He's joined by Lentz, Crumley and
        Tristano.  Shaking his head, Jack Vincennes moves away.


        INT. SQUAD ROOM - NIGHT

        Bud types his report with one finger.  Jack looks in.

                                JACK
                  White, you better get a lease on
                  Stens before he kills someone.


        INT. CELL BLOCK - NIGHT

        Followed by Jack, Bud forces his way through the crowd.
        The men who see it's him quickly clear a path.

        Swigging from a pint of gin, Stensland works skinny
        GARCIA.  Head saps.  The kid drops to his knees drooling
        blood.

        Bud grabs Stensland, hauls him off of Garcia who looks
        up.

                                GARCIA
                  Fuck you, pendejo.

                                BUD
                  Yeah yeah...

                                GARCIA
                  And fuck your mother too.

        Bud sees red.  Letting go of Stensland, Bud White picks
        up Garcia by the neck.  There are cheers, "Attaboys" and
        "Holy Fucks" as Bud bangs Garcia's head on the ceiling.

                                EXLEY
                         (arriving)
                  Stop, Officer!  That's an order!

        Cops block Exley's way.  As Bud looks over, Garcia kicks
        him in the balls.  A dangling shot.  Bud keels into the
        bars, Garcia stumbles out of the cell, smack into Jack.

        Jack looks down aghast at blood on his cashmere blazer,
        then puts Garcia down with a left-right.

        Exley pulls a pad of paper and pen form his pocket.

                                EXLEY
                  You're going in my report!  All of
                  you!

        Exley has just started taking names when Bud grabs him by
        the scruff of the neck and hauls him off balance into...


        HALL

        As Exley struggles, a cop opens the door to the store
        room.  Bud slings Exley inside, then slams the door
        tight.  Exley is locked in.  As Bud moves off, we hear
        POUNDING.

                                EXLEY (V.O.)
                  Let me out!  That's an order!


        CELL BLOCK

        The Herald Reporter and photographer enter unchaperoned
        and unnoticed.  Stensland swings like a madman.  That's
        when a flashbulb goes off.  Freezing everyone in black
        and white.

                                                   DISSOLVE TO:


        INT. CHIEF'S OFFICE - DAY

        The CHIEF sits behind a desk in a four-star uniform.
        Dudley Smith sits to his left, D.A. Ellis Loew to his
        right.  Seen earlier at the Mickey Cohen press
        conference, Loew is the only civilian.  Bud White stands
        across from them.  There to be judged.

                                CHIEF
                  Officer White, you've refused to
                  cooperate with Internal Affairs.
                  But you should know this is bigger
                  than a police board.  Indictments
                  may be handed down.  Quite
                  frankly, we need police witnesses
                  to offset the damage done to the
                  Department's image.  Will you
                  testify?

        Bud glances to a gray tinted mirror, then to the Chief.

                                BUD
                  No, sir.  I won't.

        The Chief sighs, looks to Loew.

                                CHIEF
                  District Attorney Loew.

        Loew steps to Bud, holds up a newspaper with the cell
        block photo.  The headline:  "BLOODY CHRISTMAS."

                                LOEW
                  Bloody Christmas.  The press love
                  to label.  You and Officer
                  Stensland brought the liquor into
                  the precinct.  Stensland was
                  already drunk.  Do you see how
                  appearing as a voluntary witness
                  against him could offset the
                  damage you've done to yourself?

                                BUD
                  I won't do it.
                         (staring at mirror)
                  I won't testify against my partner
                  or anyone else.

                                LOEW
                  This man is a disgrace.

                                CHIEF
                  Your badge and gun, Officer.

        Bud sets them on The Chief's desk.

                                CHIEF
                  This is the new L.A.P.D., White.
                  You're suspended from duty and
                  dismissed.

        Turning, White shoots the mirror a stiff middle finger as
        he makes his way out.  Dudley Smith hides a smile.


        OTHER SIDE OF GLASS

        Exley watches, involuntarily leans back as Bud passes on
        the other side of the glass.


        THE CHIEF'S OFFICE

        Dudley, Loew and The Chief wait as Exley enters.

                                CHIEF
                  Ed, your observations have been
                  astute.  What's your assessment of
                  this situation?

                                EXLEY
                  The public demands justice, sir.
                  This was a full-fledged riot of
                  policemen.  Shift the guilt to men
                  whose pensions are secured.  Force
                  them to retire.  But someone has
                  to swing.  Indict, try and convict
                  Stensland and Bud White.  Secure
                  them jail time.  Feed them to the
                  sharks, sir.  Protect yourself;
                  protect the department.

        Dudley gives Exley a look.  He's angry with him.

                                DUDLEY
                  Stensland's a disgrace.  Straight
                  D fitness reports from every C.O.
                  he ever served under.  But White
                  is a valuable officer.

                                EXLEY
                  White's a mindless thug.

                                DUDLEY
                  No, Edmund.  He's a man who can
                  answer yes to those questions I
                  ask you from time to time.

        The Chief interrupts with his own concern.

                                CHIEF
                  I want to know who we give the
                  public in contrast?  The
                  department needs role models.
                  Clean-cut, forthright men the
                  public can admire.

                                EXLEY
                  I'll testify, sir.  I'm not afraid
                  to do what's right.

                                CHIEF
                  And I'll promote you.  You'll be a
                  lieutenant immediately.

        Exley seizes the moment, going over Dudley's head.

                                EXLEY
                  Detective lieutenant.

        The Chief and Dudley exchange a look.  Neither approves.

                                CHIEF
                  Ed, you're 30.  Your father didn't
                  make lieutenant until he was 33.

                                EXLEY
                  I know that, sir.  I also know
                  that when he made lieutenant, it
                  was as a detective.

                                LOEW
                         (interrupting)
                  Before we start polishing our
                  laurels, it would look better if
                  we had a corroborative witness.

                                DUDLEY
                  That'll be hard to come by.  The
                  men hate a turncoat.

                                EXLEY
                  Jack Vincennes.  He's the
                  technical advisor on 'Badge of
                  Honor,' sir.  He lives for it.
                  That's the way to get him.

                                CHIEF
                  All right, Ed.
                         (into desk
                          intercom)
                  Call Sergeant Vincennes.

        As Exley starts out, Dudley pulls him aside, speaks low.

                                DUDLEY
                  You'll reap the benefits, but are
                  you truly prepared to be despised
                  within the department?

                                EXLEY
                  Yes, Dudley.  I am.

                                DUDLEY
                  So be it.


        JACK VINCENNES

        Looking sharp, he strides down the hall, enters the...


        CHIEF'S OFFICE

        Round two.  Centred on Jack.  Exley is gone.

                                DUDLEY
                  Sergeant, we'll get right to it.
                  Nine civilian witnesses have
                  identified you as hitting Ezekiel
                  Garcia.

                                LOEW
                  But my office has a stellar
                  witness who will tell the grand
                  jury that you hit back only after
                  being hit.

                                JACK
                  What do I have to do?

                                LOEW
                  Testify against the three officers
                  who have already earned their
                  pensions.  Our key witness will
                  testify roundly, but you can plead
                  ignorance to questions directed at
                  the other men.

                                CHIEF
                  I'll guarantee you a slap on the
                  wrist.  A brief suspension
                  followed by a temporary transfer
                  from Narcotics to Ad Vice.
                         (a beat)
                  When you transfer out of Vice,
                  you'll be back on the show.

                                JACK
                  The show, sir?

                                CHIEF
                  Badge of Honor, Vincennes.  We
                  need to tone down your profile for
                  a bit.

        The Chief just got Jack where he lives.

                                DUDLEY
                  John, I doubt you've ever drawn a
                  stupid breath.  Don't start now.

                                JACK
                  Okay.  I'll do it.

        Smiles all around.  Loew smiles at the two-way.  A move
        not lost on Jack who wonders who might be on the other
        side.

                                CHIEF
                  Dismissed, Vincennes.

        Jack leaves.  The Chief steps to the mirror, looks
        through.

                                CHIEF
                  So be it.  Detective Lieutenant.


        OTHER SIDE OF GLASS

        Exley clenches his fist in victory.  The Chief continues.

                                CHIEF
                  Ace them at the grand jury
                  tomorrow, son.  Wear the smart-
                  looking suit and ace them.  And,
                  Ed?  Lose the glasses.


        INT. ROOM 114 (GRAND JURY WITNESS ROOM) - DAY

        Glasses off, Exley waits, looks up as Jack enters.

                                JACK
                  You're the key witness?

                                EXLEY
                  That's right.

                                JACK
                  I should've known.  What's the
                  Chief throwing you?

                                EXLEY
                  Throwing me?

                                JACK
                  Yeah, Exley.  What's the payoff?

                                EXLEY
                  You're the payoff expert.  I'm
                  just doing my duty.

                                JACK
                  You're playing an angle, college
                  boy.  You're getting something out
                  of this so you don't have to
                  hobnob with the fucking rank and
                  file cops who'll hate your guts
                  for snitching.  If they're making
                  you a detective, watch out.  Some
                  Bureau guys are gonna burn in this
                  and you're gonna have to work with
                  friends of theirs.

                                EXLEY
                  What about you?

                                JACK
                  I'm snitching three old timers
                  who'll be fishing in Oregon next
                  week.  Next to you I'm clean.  And
                  smart.

        At that, a CLERK steps in from the hallway.

                                CLERK
                  Edmund J. Exley to chambers.

        As Exley's about to go...

                                JACK
                  Just remember, Bud White'll fuck
                  you for this if it takes the rest
                  of his life.  They already
                  suspended him.  Just pray he cops
                  a deal and stays on the Department
                  because that is one civilian you
                  do not want on your case.


        INT. TWILIGHT LOUNGE - NIGHT

        An old black guy in a frayed, threadbare tux plays piano.
        Bud, nursing a highball at the bar, steps over to a
        REDHEAD with too much make-up on too many miles.

                                BUD
                  That an old fashioned you're
                  drinking?
                         (as she nods)
                  My name's Bud.

                                REDHEAD
                  Nobody was born with the name Bud.

                                BUD
                  They stick you with a name like
                  Wendell, you look for an alias.

                                REDHEAD
                  What do you do, Bud?

                                BUD
                  I'm sorta between jobs.  Look,
                  what do you say we, uh...

        A hand on Bud's shoulder.  He turns to see Dudley Smith.

                                DUDLEY
                  Lad, may I have a word with you?

                                BUD
                  This business, Captain?

                                DUDLEY
                  Say goodnight to your friend and
                  join me by those back tables.

        Dudley starts off.  Bud turns back to Redhead, but she's
        already talking to a sailor.


        BOOTH

        Dudley sits at a table.  A newspaper is opened, a little
        mound underneath.  Bud joins Dudley.

                                BUD
                  Does that paper say we've been
                  indicted?  Does it say Exley's a
                  hero for squealing me and
                  Stensland off?

                                DUDLEY
                  He made his play amd he got what
                  he wanted.  They're making him a
                  detective.

                                BUD
                  Captain, what do you want?

                                DUDLEY
                  Call me Dudley.

                                BUD
                  Dudley, what do you want?

                                DUDLEY
                  Lad, I admire your refusal to
                  testify and your loyalty to your
                  partner.  I admire you as a
                  policeman, particularly your
                  adherence to violence as a
                  necessary adjutant to the job.
                  And I am most impressed with your
                  punishment of wife beaters.  Do
                  you hate them, Wendell?

                                BUD
                         (looks away)
                  Yeah, I hate them.

                                DUDLEY
                  And for good reason judging from
                  what I know of your background.

        Bud looks back over.  Dudley's getting too personal.

                                BUD
                  What's going to happen to
                  Stensland?  He'll give himself
                  cirrhosis over this.  He's one
                  year from his pension.

                                DUDLEY
                  It would've happened years ago if
                  you hadn't carried him.  Why the
                  loyalty, Wendell?

                                BUD
                  He helped me out once.  That's all.

                                DUDLEY
                  Your partner's through.
                  Department scapegoat on the
                  Chief's orders.  He's been billed,
                  he'll be indicted and he'll swing.

                                BUD
                  Him and me both.  Fucking Exley.

                                DUDLEY
                  Don't underestimate his skills.
                  As a politician he exceeds even
                  myself.  But the department needs
                  smart men like Exley and... direct
                  men like yourself

                                BUD
                  What do you want?

                                DUDLEY
                  Wendell, I want you to come to
                  work for me.

                                BUD
                  Doing what?  Mowing your fucking
                  lawn?

        Smith yanks the newspaper revealing Bud's badge & .38
        Special.  Bud can't believe his eyes.

                                DUDLEY
                  They're yours.  Take them.

                                BUD
                  I knew you had juice, but...
                  There's no goddamn bill on me?

                                DUDLEY
                  Four of the defendants recanted
                  their testimony.

                                BUD
                  How?

        Dudley dismisses the question with a wave of his hand.

                                DUDLEY
                  I need you for an assignment the
                  Chief's given me the go-ahead on.
                  A duty few men are fit for, but
                  you were born for.  You'll be
                  working out of Homicide.

                                BUD
                         (excited)
                  Homicide?  A detective?

                                CHIEF
                  Your talents lie elsewhere,
                  Wendell.  It's a muscle job and
                  shooting job.  You'll do what I
                  say and not ask questions.  Do you
                  follow my drift?

                                BUD
                         (disappointed)
                  In Technicolor.

                                DUDLEY
                  Will you work for me?

                                BUD
                  Of course... But how?

                                DUDLEY
                  How what, Wendell?

                                BUD
                  How'd you get them to retract?

        Dudley lays brass knuckles on the table.  They're
        chipped, caked with blood.

                                                   DISSOLVE TO:


        L.A. MONTAGE

        Over the pop song "STRANGER IN PARADISE."

        A)  EXT. GRAUMAN'S CHINESE - NIGHT

            Frank Sinatra at the premiere of From Here to
            Eternity.

        B)  INT. KLUB ZAMBOANGA - NIGHT

            Charlie "Bird" Parker makes magic before an
            appreciative, mostly black crowd.

        C)  TORCH SONG TAVERN (RIVERSIDE) - NIGHT

            Nate Janklow exits with his latest flame.  A mob
            lieutenant, Nate was last seen with Mickey Cohen
            outside the Federal Courthouse in the opening
            montage.  A CAR SCREECHES up.  TWO GUNS aim and Nate
            and his date do down in a proverbial HAIL OF LEAD.

        D)  EXT. FREEWAY - DAY

            A groundbreaking.  The Mayor scrapes at the ground
            with a gold shovel.  Pierce Patchett is among the
            distinguished guests.

        END OF MONTAGE


        EXT. HOLLYWOOD HIGH SCHOOL - DAY

        The marquee gushes:  "Today Sgt. Joe Reno:  Badge of
        Honor Star Brett Chase."


        INT. HOLLYWOOD HIGH SCHOOL - AUDITORIUM - DAY

        A nerdy 14-YEAR-OLD asks Brett Chase:

                                14-YEAR-OLD
                  Why'd you become a policeman?

                                CHASE
                  I'm not a policeman.  I just play
                  one on television.  But I think I
                  can answer for them.  To help
                  people.  That's why I do the show.

        Chase looks over and winks at Jack who waits in the
        wings.

                                CHASE
                  To protect and serve.  It's not
                  just a motto.

        As the kids applaud, Chase joins Jack who gives him a
        quick drag of a cigarette.  A nervous PA joins them.
        Chase points out a fetching girl in the second row.

                                CHASE
                  That one.  In the sweater.
                         (to Jack)
                  They also serve who only stand and
                  wait.

        Chase and Jack watch the PA ask "Sweater" a question
        while pointing to Chase.  Maybe sixteen, she nods "yes"
        eagerly.

                                CHASE
                  Jack, I'll see you Monday on set.

                                JACK
                  I won't be there.  They're toning
                  down my profile.


        PRINTING PRESS

        The latest issue of Hush-Hush flies through.  On the
        cover:  "Gail Russell Caught In Love Nest.  Nymph or
        No?"


        INT. CITY JAIL - DAY

        Bud White flips through today's booking slips, finds one
        that's interesting.  Reading to himself...

                                BUD
                  Domestic.  Assault and battery.

        Containment Squad strong-arms, BREUNING and CARLISLE
        pause as they pass.

                                CARLISLE
                  Ready to go, Bud?

                                BUD
                  I'll be there in five minutes.


        CITY JAIL - HALLWAY

        Bud walks to a door covered in sheet metal.  He opens it
        to reveal a holding tank with a burly, jumpsuited
        PRISONER.

                                BUD
                  I hear you like to hit women.

                                PRISONER
                  My wife.  She's dropping charges
                  so it's none of your business.

        Bud enters, closes the door behind him.  A beat, we hear
        the sounds of FISTS ON FLESH.  It's Bud's business now.


        INT. BEVERLY HILLS MANSION - STUDY - NIGHT

        Deuce Perkins (the Mickey Cohen narcotics lieutenant seen
        earlier) stands at the bookshelf.  He pulls down books to
        reveal a shoe box.  He sets it on his desk, pulls back
        the cover to reveal several bags of white powder.
        Heroin.

        A BRANCH SNAPS outside.  Perkins opens a drawer, fishes a
        revolver.  Turning off the light, he heads to the window.
        His finger parts the curtains.  At that instant, he
        staggers, falls as GUNFIRE rips into him.

        The heroin just sits there on the desk.


        EXT. McNEIL PENITENTIARY - DAY

        Grim-faced guards scan the yard from machine-gunned
        towers.


        INT. McNEIL PENITENTIARY - VISITOR BOOTH - DAY

        Mickey Cohen sits across from visitor Johnny Stompanato.
        Cohen is going off the handle.

                                COHEN
                  What do you mean Deuce Perkins got
                  clipped last night?!

                                STOMPANATO
                  They shot him in his library.

                                COHEN
                  I don't want a floor plan; I want
                  to know who!  Who's taking the
                  ticket for this, Johnny?

                                STOMPANATO
                  Nobody.  At least not yet.

                                COHEN
                  And what about the merchandise
                  Deuce was holding for me?

                                STOMPANATO
                  Gone.  Not a trace.

                                COHEN
                  Some ferstunkener is moving in and
                  we don't know who?!  Maybe we
                  should ask Hedda Hopper!

        As "STRANGER IN PARADISE" ENDS, so does the MONTAGE.


        INT. BRIEFING ROOM - AD VICE - DAY

        Addressing the squad, a no-nonsense VICE CAPTAIN picks up
        a stack of magazines.

                                VICE CAPTAIN
                  Picture-book smut, gentlemen.
                  There's been a bunch of it found
                  at collateral crime scenes lately.
                  Mostly narcotics and prostitution
                  collars.

        As the Vice Capt. hands it out for the men to examine,
        new member Jack Vincennes arrives late.

                                VICE CAPTAIN
                  Look who's back from suspension.
                  We're honored, Sergeant Jack.

        The men laugh.  Jack sits, flips a magazine.  Men and
        women.  Men and men.  Girls and girls.  Girls and horses.

                                JACK
                  Gee.  The Great Jerk-Off Book
                  Caper of 1953.

                                VICE CAPTAIN
                  Vincennes, is there someplace
                  you'd rather be?

                                JACK
                  Yeah, Cap.  Back in Narcotics.

                                VICE CAPTAIN
                  Oh?  Anyplace else?

                                JACK
                  Working whores with squad two.

                                VICE CAPTAIN
                  Maybe you should have thought of
                  that before you made Bloody
                  Christmas page one.

        Vice Capt. retrieves the magazines, hands them to Jack.

                                VICE CAPTAIN
                  They're yours.  Make a major case,
                  Sergeant.  It's the only way
                  you're getting out of here.

        Exaggerated "oohs" and "aahs" from the men.

                                VICE CAPTAIN
                  Dismissed, gentlemen.

        As they go, Jack sees the books are stamped:  "Fleur-de-Lis
        Whatever you desire."  Jack takes the matching
        business card from his wallet, the one he found on
        Christmas Eve.

                                VICE CAPTAIN
                  Roll, Vincennes.  No sidetracks.
                  This is Ad Vice, not Narco.


        INT. HOLLYWOOD STATION - NARCO PEN - DAY

        Jack Vincennes is at his desk.  Holding the Fleur-de-Lis
        card, magazines spread before him, Jack dials the number.


        INT. HUSH-HUSH MAGAZINE OFFICE - DAY

        Sid Hudgeons sits behind his desk, answers the phone.

                                HUDGEONS
                  Hush-Hush.  Off the record and on
                  the Q.T.

                                JACK (V.O.)
                  Sid, it's Vincennes.

                                HUDGEONS
                  Jackie, are you back on Narco?  I
                  need copy.

        INTERCUT WITH Jack at his desk:

                                JACK
                  No.  But I've got something going
                  with Ad Vice.

                                HUDGEONS
                  Something good?

                                JACK
                  Don't know.  I'm chasing picture
                  books.  Fuck shots, but the posers
                  don't look like junkies.  It's
                  well done stuff.  I thought you
                  might have heard something.

        Hudgeons reaches into a stack of papers, pulls out a
        magazine like the one Jack has.

                                HUDGEONS
                  Not a word.

                                JACK
                  What about Fleur-de-Lis?  Their
                  slogan's 'Whatever you desire.'

                                HUDGEONS
                  No.  No, I've heard bupkis.  Jack,
                  I'll talk to you later.  Call me
                  when you get something I can use.
                  Smut's from hunger.  For sad sacks
                  who can't get their ashes hauled

        The LINE CLICKS off.  Jack hesitates a moment before
        cradling the receiver.  Something's not right here.


        EXT. HOLYWOOD STATION - PARKING LOT - TWILIGHT

        As Exley pulls in, his two-way drones:

                                DISPATCHER (V.O.)
                  Park Rangers report three Negro
                  youths discharging shotguns into
                  the air in Griffith Park.
                  Suspects are driving a late model
                  purple Mercury Coupe.

        As the report ends, Exley switches off the two-way and
        gets out of his car.


        INT. HOLLYWOOD STATION - SQUAD ROOM - NIGHT

        Accompanied by Bud, Dick Stensland crams the contents of
        his desk into a box.  Well-wishing cops pat him on the
        back, offer words of encouragement, but Stensland looks
        like he's going to cry.

        It's very bad timing as Exley enters, comes face-to-face
        with them.  This is hatred.

        Acting on impulse, Bud goes after Exley.  It's a mauling.
        Four vicious body shots.  A potentially lethal head shot
        sails wide as Exley falls to the ground.

        As four men move to hold Bud back, Exley looks up at him.

                                EXLEY
                         (gasping)
                  You're just a thug, White.  That's
                  all you'll ever be.

        Dudley steps into the fray.  He helps Exley to his feet.

                                DUDLEY
                  You should stay away from a man
                  when his blood is up.

                                EXLEY
                  His blood's always up.

        Four cops are genuinely having trouble holding Bud back.
        Dudley watches with something bordering on admiration.

                                DUDLEY
                  Then maybe you should stay away
                  from him all the time.


        EXT. HOLLYWOOD STATION - PARKING LOT - NIGHT

        Accompanied by Bud, Stensland reaches his car, loads his
        box of stuff into the trunk.  Bud is moody, pensive.

                                STENSLAND
                  Don't look so down in the mouth,
                  Bud.  You nailed him good.

                                BUD
                  Yeah, sure... I got a couple of
                  hours before I have to be at the
                  Victory.  Want to grab a beer?

                                STENSLAND
                  Rain check me, partner.  I got
                  something big going on tonight.

                                BUD
                  What?  That new mystery girl
                  you've been seeing?

                                STENSLAND
                  No.  I'll tell you sometime.  Not
                  now.  Don't want to jinx it.  But
                  it could take the edge off that
                  jail time I got coming.

                                 BUD
                  What are you talking about?

                                STENSLAND
                  It's confidential, Bud.  Like that
                  magazines Vincennes scams for.
                  Hush-Hush.
                         (smiles)
                  I'll see you tomorrow.  And hey,
                  if it works out, you'll get a
                  piece of it.

        Stensland gets in the car, drives off.  Bud is left
        alone.


        INT. HOLLYWOOD STATION - SQUAD ROOM - NIGHT

        Exley sits alone in a sea of desks.  The SQUAWK BOX
        DRONES.  Exley squints at the clock on the wall, can't
        make it out.  He takes his glasses from the inside of his
        jacket.  2:00 A.M.  Finally, something to do.  He walks
        to the wall calendar, tears off Feb. 28 to reveal Mar. 1.

        As Exley sits, the call SQUAWK BOX booms to life.

                                VOICE
                  Squad call!  Nite Owl Coffee Shop
                  One-eight-one-two-four Cherokee!
                  Multiple homicides!  Multiple
                  homicides!  Code three!


        EXT. HOLLYWOOD AND CHEROKEE - NIGHT

        Patrol cars.  Blues setting up a crime scene blockade.
        Exley pulls up, DOUSES his SIREN.  PATROLMAN #1 runs
        over.

                                PATROLMAN #1
                  Loads of people down.  Men.
                  Women.  I stopped for coffee --

        Exley pushes him aside, heads for the door.  It's wide
        open.


        INT. NITE OWL - NIGHT

        Exley takes mental snapshots.  Ten stools front a
        counter.  The side wall mural-papered:  winking owls
        perched on street signs.  On the right a string of
        tables.  Three in disarray.  Food spilled, dishes broken.
        A high-heel pump by an upended chair.

        Heel drag marks across the linoleum floor heading back
        toward the kitchen.  Exley follows.  Past an open, empty
        cash register.  Outside -- SIRENS.


        SERVICE RUNWAY

        Crisscrossed drag marks connect, lead to a walk-in...


        FOOD LOCKER

        Blood-soaked bodies on the floor.  Five, maybe six in a
        tangle.  Dozens of shotgun shells float in the pools of
        blood.  As Exley struggles to maintain his composure...

                                ROOKIE (O.S.)
                  Holy shit fuck...

        Exley looks at a green-faced ROOKIE in the locker
        doorway.

                                ROOKIE
                  S-s-sir, there's a captain outside
                  wants to see you.

                                EXLEY
                  Don't get sick!  Not in here!

        Exley shoves the Rookie, puking, out the door.


        EXT. NITE OWL - NIGHT

        Patrolmen hold back a swarm of reporters and rubber-
        neckers.  HORNS BLAST.  Motorcycles run interference for
        meat wagons cut off by the crown.  As Ed emerges,
        reporters surge, shout questions.  Exley hurries past,
        finds Dudley in command and barking orders.

                                EXLEY
                  Sir, I took the call.  It's my
                  case.

                                DUDLEY
                  Edmund, you don't want it and you
                  can't have it.

                                EXLEY
                  Yes, I do, sir.

                                DUDLEY
                  It's mine.  I'll make you my
                  second in command.

        Exley spots a photographer moving in.  He looks properly
        serious as the flash bulb pops.


        INT. NIGHT OWL - NIGHT

        Forensics Chief RAY PINKER walks Exley and Dudley
        through.

                                PINKER
                  We got a total of forty-five spent
                  12-gauge Remington shotgun shells.
                  Three men with five-shot-capacity
                  pumps.  All of them reloading
                  twice.

                                EXLEY
                  Hold on... We need to canvass.
                  See if a purple Mercury was seen
                  around here tonight.

                                DUDLEY
                  Why?

                                EXLEY
                  We got a call earlier on three
                  Negro youths.  Firing shotguns in
                  Griffith Park from a late-model
                  purple Mercury Coupe.

                                DUDLEY
                         (to his adjutant)
                  Get on it.

        A FORENSICS COP approaches Pinker.

                                FORENSICS COP
                  We got an I.D. on one of the
                  victims, sir... I think it's Dick
                  Stensland.

        Exley and Dudley react, look at each other.


        EXT. VICTORY MOTEL - DAWN

        Set in a no-man's-land of bulldozed homes.  A sign
        proudly announces the impending arrival of the freeway.
        The motel is surrounded by a barbed-wire fence.
        Abandoned but for a pair of LAPD cars and a light burning
        in room 6.

        An unmarked pulls up and Exley and Dudley step out.  They
        start forward, but a SCREAM inside 6 stops Exley short.

                                DUDLEY
                  With Mickey Cohen in prison, Los
                  Angeles is organized crime free.
                  The Chief wants it to stay that
                  way, Edmund.  The means are not
                  for the weak-hearted.


        INT. VICTORY MOTEL - ROOM 6 - DAWN

        Bare.  A table and chair bolted to the floor.  A tough
        FLAT-NOSED GANGSTER is cuffed to the hot seat.  On the
        table are a .45 and a fat roll of $100 bills.

        Breuning and Carlisle watch as Bud White delivers a
        couple of short, stiff body shots.  Flatnose is not used
        to being on the receiving end.  All the same, we get the
        idea Bud's a bit reluctant.

        Bud's back is to Dudley and Exley who enter behind him.

                                DUDLEY
                  Come, Wendell, you can do better
                  than that.

        Bud turns, sees Exley and Dudley.  A beat.  As Bud looms
        over Flatnose, the gangster babbles.  Snitch-frenzied.

                                FLATNOSE
                  I know things.  I hear things.
                  Like with the Mick inside, things
                  are on this weird slowdown.
                                (MORE)

                                FLATNOSE (CONT'D)
                  These shooter teams, bang bang
                  bang, they're 86-ing Mickey
                  Cohen's men.

                                DUDLEY
                  We know all that, lad.  Tell us,
                  who do these shooters work for?

                                FLATNOSE
                  I don't know.  No one knows.
                  Maybe they're mavericks.  You want
                  a prostie roust?  Huh?  Some narco
                  action?
                         (breaking down)
                  What do you want?!

                                DUDLEY
                  We want you to go home.
                         (to Breuning)
                  Uncuff him, Michael.

        Dudley turns to Exley.

                                DUDLEY
                  Mr. Sifakis is a known loan shark
                  from San Francisco.  He arrived
                  this afternoon at Union Station.
                  Looking for business opportunities
                  in our fair city.  An organized
                  crime associate in need of re-
                  education in the ways of polite
                  society.

        Uncuffed, Flatnose rubs his wrists.  Wary.  As Breuning
        steps back, Flatnose snatches the .45 off the table.

                                FLATNOSE
                  Motherfuckers!

        Exley dives for cover, but the other four cops just stand
        there.  Dudley looks down on the floor at Exley.

                                DUDLEY
                  It's part of the play, Edmund.  A
                  sincerity test.

        Flatnose looks at the gun a beat, then squeezes the
        TRIGGER.  CLICK CLICK.  No bullets.

                                DUDLEY
                         (to Breuning)
                  Sit him back down.

        CLICK, CLICK.  They shove Flatnose back in the hot seat.
        Dudley offers a hand to Exley, helps him to his feet.

                                DUDLEY
                  Wendell, you need to accompany
                  Detective Lieutenant Exley on
                  official police business.  I'll
                  finish up here.


        INT. EXLEY'S PLYMOUTH - DAY

        They drive in silence.  No love lost here.  Finally.

                                 BUD
                  Where are we going?

                                EXLEY
                  It's a surprise.  You like
                  surprises, don't you, White?


        EXT. COUNTY MORGUE - DAY

        Exley pulls up.  Bud looks to him.  Really curious now.


        INT. COUNTY MORGUE - HALLWAY - DAY

        Exley and Bud walk.  An orderly wheels a covered corpse
        toward them from the other end of the hall.  Bud's
        spooked.  The orderly wheels the body in to the
        examination room.

        As Bud and Exley pass, the CORONER pulls back the sheet,
        is surprised at the sight of a woman who we don't quite
        see.

                                CORONER
                  Call me crazy, but for a second I
                  thought it was Rita Hayworth.


        MORGUE MEAT LOCKER

        Exley and Bud walk past a wall of drawers to where a
        coroner's assistant waits.

                                EXLEY
                  We need you to I.D. the body.
                  There's no next of kin and you
                  knew him best.  So tell me...

        The assistant pulls open drawer 12.  A naked man.

        A tag on his toe and half his face blown off.

                                EXLEY
                  Is that Dick Stensland?

        Stunned, Bud stares at what's left of his old partner.

                                 BUD
                  Yeah, that's Stens.

                                EXLEY
                  Hell of a way to avoid a prison
                  sentence.

        Bud's torn between wanting to smash Exley and finding out
        why Stensland is dead.  He squeezes out the words.

                                BUD
                  What happened?

                                EXLEY
                  Someone held up a coffee shop,
                  panicked and killed six people.

        Then, from the hall...

                                WOMAN (O.S.)
                  Not my baby!  Not my little girl!


        INT. COUNTY MORGUE - EXAMINATION ROOM - DAY

        HILDA LEFFERTS, 50, enters with the coroner to ID the
        body of her daughter, Susan.

        There's stray buckshot in the upper chest and shoulders,
        but a sheet hides the real damage.  It's the girl Bud saw
        outside Hollywood Liquor.  Without the black eyes, she
        does look like Rita hayworth.

        As Bud and Exley appear, Mrs. Lefferts looks confused.

                                CORONER
                  Is this your daughter, Mrs.
                  Lefferts?

                                MRS. LEFFERTS
                  I -- I don't know.

                                EXLEY
                  We know this is difficult.  Just
                  take your time and look again.

        Exley doesn't realize, but Bud recognizes the deceased.

                                MRS. LEFFERTS
                  It seems like my Susan, but...

                                EXLEY
                  When was the last time you saw
                  her, Mrs. Lefferts?

                                MRS. LEFFERTS
                  At Christmas.  We had fought.  I
                  didn't like her boyfriend.  I --
                  she has a birthmark on her hip.

        The Coroner lifts the sheet.  Mrs. Lefferts gasps.

                                MRS. LEFFERTS
                  It's her.  My baby.  Dear God...

        As Mrs. Lefferts swoons, Bud and Exley both hold her up.


        INT. LAPD HEADQUARTERS - BRIEFING ROOM - DAY

        The room buzzes, jammed to the rafters with every
        detective standing ready.  The Chief waits as Dudley
        Smith takes the mike, holds up an L.A. Times headline.

                                DUDLEY
                  'Nite Owl Massacre.'  Hyperbole
                  aside, this is a heinous crime
                  that requires a swift resolution.
                  The public will demand it and this
                  department will provide it.  Six
                  victims.  One of them, one of our
                  own -- Dick Stensland.
                         (as the cops react)
                  As it happens, he was a Nite Owl
                  regular.  In the wrong place at
                  the wrong time.

        Bud White listens, not too sure.  Stensland said he had
        something big going on...

                                DUDLEY
                  Robbery looks like the motive.  We
                  have rubber glove prints on the
                  register and preliminary forensics
                  strongly lean toward a trio of
                  gunmen.  We do have one hot lead,
                  so listen well.  Three Negro
                  youths were seen last night
                  discharging shotguns in the air at
                  Griffith Park.
                  A park ranger I.D.ed them as
                  driving a 1948 to 1950 Mercury
                  Coupe, purple in color.  An hour
                  ago, a canvassing crew found a
                  news vendor who saw a purple Merc
                  Coupe parked across from the Nite
                  Owl around 3:00 A.M.

        The room goes loud, a big rumbling.  Dudley holds up a
        list.

                                DUDLEY
                  The D.M.V. worked all night to get
                  us a registration list on '48 to
                  '50 purple Mercs.  There are 142
                  registered to Negroes in L.A.
                  County.  Fifty two-man teams will
                  shake three names apiece.  Hot
                  suspects you'll bring here.
                  Interrogation rooms have been set
                  up.  They'll be run by Lieutenant
                  Edmund Exley.  Hollywood Squad.

        Catcalls.  Boos.  The Chief steps to the mike.

                                CHIEF
                  Enough on that.  Gentlemen, just
                  go out and get them.  Use all
                  necessary force.  The people of
                  Los Angeles demand it.

        The men exchange knowing looks.  The real message:  kill
        them clean.  Exley doesn't approve.  As the men hurry
        out...

                                EXLEY
                  He might as well have put a bounty
                  on them.


        INT. SQUAD ROOM - DAY

        Detectives pairing up and moving out.  Scanning his three
        name list, Bud joins his PARTNER for the day.

                                 BUD
                  Can you take them?  I got
                  I got something I gotta do.

                                PARTNER
                  Christ, I don't know.  What if one
                  of these names...

                                 BUD
                  What I gotta do is for Stensland.
                  My partner.

        The guy looks at him a beat, nods.  As Bud heads off...


        EXLEY

        watches everyone go.  Wishes he could be part of the
        action.  He spots Jack talking to his REDNECK partner for
        for the day.


        JACK AND REDNECK

        Redneck chews tobacco, has a Texas drawl.

                                REDNECK
                  Where to, Trash?

                                JACK
                  If we go by the list, we have
                  about zero chance of making the
                  collar.  But I know a guy who
                  knows what's going on south of
                  Jefferson.  I'm betting he could
                  put us at 50/50.

                                REDNECK
                  I don't know...

        As Redneck thinks, Exley steps up.  He's overheard.

                                EXLEY
                  I'll take those odds.
                         (to Redneck)
                  Take off.  We got it from here.

        Jack stares.  Redneck shrugs, spits tobacco juice in a
        cup.

                                REDNECK
                  Between the two of you guys, you
                  should bring along a photographer.


        INT. HOLLYWOOD LIQUOR - DAY

        Last time we saw the Owner was Christmas Eve.  He looks
        up from a customer as Bud strides in, badge out front.

                                 BUD
                  I need an address on a customer of
                  yours.  Her name was Lynn.

                                OWNER
                  That's all I have to go on?

                                 BUD
                  Yeah.  And I think you already
                  know who I mean, so cough it up.

                                OWNER
                  Lynn Bracken.  There's a billing
                  address and a delivery address.

                                 BUD
                  Give me both.  Billing first.


        EXT. 1184 GRETNA GREEN, BRENTWOOD (PATCHETT'S) - DAY

        A big, pink Spanish mansion with lots of tile.  Also last
        seen outside Hollywood Liquor on Christmas Eve, Pierce
        Patchett is in the front yard, chipping golf balls over a
        koi pond.  They land in a tight grouping.  As he tees up:

                                 BUD (O.S.)
                  You must slay 'em at the country
                  club.

        Bud's halfway up the walk.  Patchett sees the cuffs
        hooked to his belt.  Patchett is cool as can be.

                                 BUD
                  Are you Pierce Patchett?

                                PATCHETT
                  I am.  Are you soliciting for
                  police charities?  The last time,
                  you people called at my office.

                                 BUD
                  I'm a homicide detective.  Where
                  were you last night?

                                PATCHETT
                  I was here, hosting a party.  Who
                  was killed and why do you think I
                  can help?

                                 BUD
                  Richard Stensland.

                                PATCHETT
                  I don't know him.  Mr...

                                 BUD
                  Officer White.  How about Susan
                  Lefferts?  You know her?

                                PATCHETT
                         (sighs, concedes)
                  You know I do or you wouldn't be
                  here.  How did you find me?

                                 BUD
                  We met outside Hollywood Liquors
                  on Christmas Eve.  This is where
                  Lynn Bracken's booze bills go.

                                PATCHETT
                  Of course...

                                 BUD
                  Sue Lefferts died at the Nite Owl.
                  I'm investigating.

        Patchett studies Bud a beat, weighing his options.
        Patchett's burly BODYGUARD starts over from the house.

                                BODYGUARD
                  Everything alright, Mr. Patchett?

                                PATCHETT
                         (waves him off)
                  Fine, Philip.  Thank you.

                                 BUD
                  Where's the other guy?  Buzz.

                                PATCHETT
                  He no longer works for me.
                         (a beat)
                  Find Susan's killer, Mr. White.
                  I'll give you a handsome reward.
                  Whatever you desire.

        If only Jack had been around to hear that.

                                 BUD
                  Thanks, but no thanks.

                                PATCHETT
                  Against your code?

                                 BUD
                  I don't have one.  Lefferts looked
                  beat-up Christmas Eve, but didn't
                  act it.  How come?

                                PATCHETT
                  Do you care about criminal matters
                  peripheral to Susan's murder?

                                 BUD
                  No.

                                PATCHETT
                  Then you wouldn't feel obligated
                  to report them?

                                 BUD
                  That's right.

                                PATCHETT
                  Then listen closely, because I'll
                  only say this once and if it gets
                  repeated, I'll deny it.  I run
                  call girls.  Lynn Bracken is one
                  of them and so was Susan Lefferts.
                  I treat my girls very well.  I
                  have grown daughters, myself, and
                  I don't like the thought of women
                  being hurt.  I sense you share
                  this feeling.

                                 BUD
                         (ignores comment)
                  Why were Lefferts' eyes black?

                                PATCHETT
                  I think she'd been hit in the face
                  with a tennis racket.  She is --
                  was -- a big doubles fan.

                                 BUD
                  You wanna go downtown and discuss
                  this officially?

                                PATCHETT
                  Wait.  Our deal still holds?

        Bud nods, his patience running thin.

                                PATCHETT
                  I needed a Rita Hayworth to fill
                  out my little studio.

                                 BUD
                  What little studio?

                                PATCHETT
                  There's Gardner, Hepburn, Grable,
                  Turner.  Lynn Bracken is my
                  Veronica Lake.  I use girls who
                  look like movie stars.  Sometimes
                  I employ a plastic surgeon.

                                 BUD
                  That's why her mother couldn't
                  I.D. her... Jesus fucking Christ.

                                PATCHETT
                  No, Mr. White.  Pierce Morehouse
                  Patchett.  Now, I sense you're on
                  your best behavior, but that's all
                  I'll give you.  If you persist,
                  I'll meet you with my attorney.
                  Now, would you like Miss Bracken's
                  address?  I doubt she knows
                  anything, but --

                                 BUD
                  I got her address.

                                PATCHETT
                  Of course... this is personal with
                  you, isn't it, Mr. White?

        Bud turns, heads down the walk.  Patchett hits his golf
        ball.  It lands just past the koi pond, with the rest.
        Ice.


        EXT. 1736 NOTTINGHAM, LOS FELIZ (LYNN BRACKEN'S) - DAY

        A modern-looking triplex.  A projector's flicker strobes
        against the closed curtains.  We hear a PHONE RING.


        INT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        The film is This Gun For Hire with Alan Ladd and Veronica
        Lake.  It's projected on a wall in front of which stands
        Lynn Bracken and an OLDER GENTLEMAN, in his underwear.
        Lynn's long, blonde hair hangs down over one eye.  She
        looks more like Veronica Lake than Veronica Lake.  The
        film flashes over them as they kiss.

        The PHONE RINGS.  Lynn ignores it as long as she can
        before breaking away to go answer it.

                                LYNN
                  Hello?

                                OLDER GENTLEMAN
                         (Alan Ladd)
                  Is it the cops?

        She waves him off.  As he practices pointing his finger
        like Ladd points a gun, Lynn reacts to the news on the
        phone.


        EXT. 9781 SOUTH DUQUESNE - DAY

        A South Central plywood and tar-paper dive.  A BLACK
        BOXER pounds a heavy bag/speed bag combo bolted to the
        porch.  Wiry, a welterweight, he doesn't see Jack and
        Exley till they're almost on top of him.

                                JACK
                  Leonard Bidwell?

        The Boxer leans on the bag to catch his breath.  Looking
        them over, he finally nods.

                                JACK
                  How's the left these days?

                                BOXER
                  What's it to you?

                                JACK
                  I saw you fight Kid Gavilan.  I
                  like your style.

                                BOXER
                  What do you want, Mr. Policeman?

                                JACK
                  You got a brother up in Folsom.  I
                  know because I put him there.

                                BOXER
                  Till 19-fucking-70.

                                JACK
                  How'd you like to make it 1960?  I
                  know the judge and Sergeant Exley
                  here is friends with hte D.A.

        Exley nods, this is true.  The Boxer's still listening.

                                JACK
                  We're looking for three colored
                  guys who like to pop off shotguns.
                  One of 'em owns a purple Merc
                  coupe.

                                BOXER
                  You wanna get me a fuckin' snitch
                  jacket?

                                JACK
                  You wanna buy your brother ten
                  years...?  You don't have to say
                  anything.  Just look at this list
                  and point.  Here.

        Jack holds the DMV list out to the Boxer, who waves it
        off.

                                BOXER
                  He's bad, so I'll just tell you.
                  Sugar Ray Coates.  Drives a '49
                  coupe, a beautiful ride.  Don't
                  know about shotguns, but he gets
                  his thrills killing dogs.  He is
                  righteous trash.

        Jack and Exley scan the list.  Jack's finger stabs down
        on, "Coates, Raymond, 9611 South Central, Room 414."

                                JACK
                  That's five minutes from here.


        EXT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        Lynn does her best to usher the slightly disheveled
        Older Gentleman out the door.

                                OLDER GENTLEMAN
                  I don't understand, doll, we just
                  got started.

                                LYNN
                  I'm sorry, but I'll make it up
                  to you.  I promise.

                                OLDER GENTLEMAN
                  Gosh, kitten, I don't know...

        As he begins to mash up against her...

                                BUD (O.S.)
                  Hit the road, gramps.

        Bud's standing at the bottom of the stairs.  The Older
        Gentleman strikes a pose.  He still thinks he's Alan
        Ladd.

                                OLDER GENTLEMAN
                  Alright.  This time I'll go, but
                  next time --

                                BUD
                         (flips badge)
                  L.A.P.D., shitbird.  Get the fuck
                  out of here or I'll call your wife
                  to come get you.

        Sputtering, the Older Gentleman exchanges a look with
        Lynn then hurries away, giving Bud a wide berth.

                                LYNN
                  I've been expecting you.  Pierce
                  called.  Told me what happened
                  to Sue.


        INT. 1736 NOTTINGHAM (LYNN BRACKEN'S) - DAY

        A nice breezy feel.  The perfect place to shack up.

                                LYNN
                  It's Officer White, isn't it?

        Bud nods, eyeballs the place.

                                LYNN
                  Can I get you a drink?

                                BUD
                  Yeah, plain scotch.

        Bud watches her move to the bar.  God, she's beautiful.

                                LYNN
                  I was friendly with Sue Lefferts,
                  but we weren't really friends.
                  You know what I mean?

                                BUD
                  Are you sorry she's dead?

                                LYNN
                  Of course I am.  What kind of
                  question is that?

        She steps back with a scotch for both of them.

                                BUD
                  Have you ever heard of Dick
                  Stensland?

                                LYNN
                  No I haven't.  Do you know why
                  Pierce is humoring you?

                                BUD
                  You use words like that, you
                  might make me mad.

                                LYNN
                  Yes.  But do you know?

                                BUD
                  Yeah I know.  Patchett's running
                  whores and judging by his address,
                  probably something bigger on the
                  side.  He doesn't want any
                  attention.

                                LYNN
                  That's right.  Our motives are
                  selfish, so we're cooperating.

                                BUD
                  Why was Susan Lefferts at the
                  Nite Owl?

                                LYNN
                  I don't know.  I never heard of
                  the Nite Owl till today.

                                BUD
                  Did Lefferts have a boyfriend?

                                LYNN
                  Like I said we were friendly,
                  not friends.

                                BUD
                  How'd she meet Patchett?

                                LYNN
                  Pierce meets people.  Sue came
                  on the bus with dreams of
                  Hollywood.  This is how they
                  turned out.  Thanks to Pierce,
                  we still get to act a little.

                                BUD
                  Tell me about Patchett.

                                LYNN
                  He's waiting for you to mention
                  mention.

                                BUD
                  You want some advice, Miss
                  Bracken?

                                LYNN
                  It's Lynn.

                                BUD
                  Miss Bracken, don't ever try to
                  fucking bribe me or threaten me
                  or I'll have you and Patchett
                  in shit up to your ears.

        Lynn smiles again.  She likes Bud.  A beat.

                                LYNN
                  I remember you from Christmas
                  Eve.  You have a thing for
                  helping women, don't you,
                  Officer White?

                                BUD
                  Maybe I'm just fucking curious.

                                LYNN
                  You say 'fuck' a lot.

                                BUD
                  You fuck for money.

                                LYNN
                  There's blood on your shirt.  Is
                  that an integral part of your job?

                                BUD
                  Yeah.

                                LYNN
                  Do you enjoy it?

                                BUD
                  When they deserve it.

                                LYNN
                  Did they deserve it today?

                                BUD
                  I'm not sure.

                                LYNN
                  But you did it anyway.

                                BUD
                  Yeah, just like the half dozen
                  guys you screwed today.

                                LYNN
                         (laughs again)
                  Actually, it was two.  You're
                  different, Officer White.  You're
                  the first man in five years who
                  didn't tell me I look like
                  Veronica Lake inside of a minute.

                                BUD
                  You look better than Veronica
                  Lake.  Now, Pierce Patchett.

                                LYNN
                  He takes a cut of our earnings
                  and invests it for us.  He makes
                  us quit the life at thirty.  He
                  doesn't let us use narcotics and
                  he doesn't abuse us.  Can your
                  policeman's mentality grasp
                  those contradictions?

                                BUD
                  He had you cut to look like
                  Veronica Lake?

                                LYNN
                  No.  I'm really a brunette, but
                  the rest is me.  And that's all
                  the news that's fit to print.

        Lynn starts toward the door.  Bud watches her a moment,
        then follows.  She takes his glass at the door.

                                LYNN
                  It was nice meeting you, Officer.

        Out the door, Bud turns back.  Blurts:

                                BUD
                  Look.  I want to see you again.

                                LYNN
                  Are you asking me for a date or
                  an appointment?

                                BUD
                         (suddenly unsure)
                  I don't know.

                                LYNN
                         (another smile)
                  If it's a date I think you'd
                  better tell me your first name
                  because I --

                                BUD
                         (feeling foolish)
                  Forget I asked.  It was a
                  mistake.

        Lynn watches thoughtfully after Bud as he walks away.
        He opens his car door like he's going to tear ir off.
        A last glance back at Lynn and as he gets in the car...


        EXT. TEVERE HOTEL - DAY

        An L-shaped walk-up.  Jack coasts the car to the curb.
        He leaps out with Exley.  Exley holds up at the sight
        of a late model sedan.  He leans down to look in the
        window at the two-way on the dash.

                                EXLEY
                  L.A.P.D.

                                JACK
                  Shit.  Someone beat us here.

        VOICES from the carport ahead.  We see a chrome bumper,
        the purple fender of a '49 Mercury coupe.  A door slams.
        Drawing a .45, Jack starts over with Exley, .38 in hand.


        CARPORT

        Toting shotguns, Dudley's boys from the Victory Motel,
        Breuning and Carlisle, stand by the purple Mercury.  Jack
        and Exley come around the corner, lower their guns.

                                JACK
                  Hey.

        Breuning wheels, pumps a round into the chamber.  He very
        nearly fires before he sees who it is.

                                CARLISLE
                  What the fuck are you guys doing
                  here?

                                EXLEY
                  Think of us as back-up.

                                JACK
                  What do you got?

        As Jack moves to peer through the Merc's window.

                                BREUNING
                  Three Ithaca pumps, an empty box
                  of double-ought buck and cash.

        Jack spots them.  Three shotguns on the passenger side
        floor, an empty box of shells and loose dollar bills.

                                JACK
                  So long, Vice.  Badge of Honor,
                  here I come.

                                CARLISLE
                  Fuck you, Vincennes.  It's our
                  collar.

        Breuning actually has to restrain his partner.

                                EXLEY
                  Quiet.  I'm ranking officer here.
                  We go as a team.  End of story.


        INT. CORRIDOR - TEVERE HOTEL - DAY

        Breuning and Carlisle lead the way with Jack and Exley
        bringing up the rear.  Squinting, Exley reaches to his
        pocket for something.  Not there.

                                EXLEY
                  Damnit...

                                JACK
                  What?

                                EXLEY
                  Glasses.

                                JACK
                         (chuckling)
                  Just don't shoot me.

        The door to 414.  Two men on either side.  Breuning rears
        back.  Jack rears back.  They kick at the same instant.
        The door flies off its hinges to reveal two young black
        men, LARRY FONTAINE and TY JONES, waking from a couple
        of flop mattresses.


        ROOM 414

        Fontaine jumps up.  Entering, Carlisle aims, but Exley
        grabs his arm.  The BLAST rips the ceiling.  Jack aims.

                                JACK
                  Freeze!

        Fontaine freezes.  Jones doesn't dare get up.

                                CARLISLE
                  Ace him, Jack.

                                EXLEY
                  Shut up, Carlisle!

        Jack and Exley burst into a...


        SECOND BEDROOM

        Another black, RAY COATES, passed out on mattress, sur-
        rounded by empty beer cans.  Jack sticks his .38 in his
        back, starts to cuff him.  As the cuff ratchets down...


        INT. OBSERVATION ROOM - DAY

        Dudley watches intently as Ed Exley skims a report,
        memorizing names and dates.  Jack and other brass are
        also here along with a stenographer.  So's Bud.  One of
        these guys killed Stensland.  Through tinted glass, the
        three suspects in three different rooms.

                                EXLEY
                  Casitas Youth Camp... Coates
                  twenty-two, a boxer... Manager
                  saw them burning clothes.

        Satisfied, Exley sets the report down.

                                DUDLEY
                  Ed, I want confessions.

                                EXLEY
                  I'll break them, sir.

        As Exley steps into the #1 room, Jack joins Dudley.

                                JACK
                  You think golden boy can handle
                  it, Cap?

                                DUDLEY
                  I think you'll be surprised what
                  Edmund's capable of.


        INT. #1 ROOM - DAY

        Exley closes the door.  Ray Coates is cuffed to a chair,
        dressed in baggy County denims.  One eye swollen shut,
        lip split, a smashed nose with one nostril split.

        Exley unlocks his cuffs. drops cigarettes and amtches
        on the table.  As Coates rubs his wrists...

                                EXLEY
                  They call you Sugar Ray because
                  of Ray Robinson?
                         (no answer)
                  They say Robinson can throw a
                  four punch combination in one
                  second.  Do you believe that?

        Coates just stares at him.

                                EXLEY
                  You're twenty-two, aren't you, Ray?

                                COATES
                  Say what and so what.

                                EXLEY
                  Did one of the officers work you
                  over a little?

        No bite.  Coates just stares back.

                                EXLEY
                  You look like Robinson after
                  that last LaMotta fight.  'Course
                  LaMotta looked a lot worse.  So
                  you're twenty-two, right?

                                COATES
                  Man, why do you keep asking me
                  that?

                                EXLEY
                  Just getting my facts straight.
                  Twenty-two makes it a gas chamber
                  bounce.
                  You should have pulled this caper
                  a couple of years ago.  Get life,
                  do a little Youth Authority jolt,
                  transfer to Folsom a big man.
                  Orbit on some of that good prison
                  brew, get yourself a sissy --

                                COATES
                  I never truck with no sissies!

                                EXLEY
                  That fucking Larry.  I almost
                  believed him.

                                COATES
                  Believed what?

                                EXLEY
                  Nothing, Ray.
                         (laughs)
                  That Larry, he's a pisser.  You
                  did the Casitas Youth Camp with
                  him, didn't you?

                                COATES
                  Man, why're you talkin' about
                  Larry?  His business is his
                  business.

        Unseen by Coates, Exley reaches under the table, takes
        hold of one of three toggle switches.

                                EXLEY
                  Sugar, Larry told me you went
                  sissy up at Casitas.  You
                  couldn't do the time so you
                  found yourself a big white boy
                  to look after you.  He said
                  they call you 'Sugar' because
                  you gave it out so sweet.

        Exley flips the toggle.


        #3 ROOM

        The speaker over Larry Fontaine's head crackles to life.

                                COATES (V.O.)
                  Larry gave it at Casitas!  Man,
                  I was the fuckin' boss jocker on
                  my dorm!  Larry's the sissy!
                  Larry gave it for candy bars!


        #1 ROOM

        Exley flips up the second toggle.

                                EXLEY
                  Ray, you protected Ty and Larry
                  up in Casitas, didn't you?

                                COATES
                  You ain't woofin' I did.  Stupid
                  down home niggers got no more
                  sense than a fuckin' dog.

        Exley flips the switches off.

                                EXLEY
                  I heard you like to shoot dogs.

                                COATES
                  Dogs got no reason to live.

                                EXLEY
                  Oh?  you feel that way about
                  people, too?

                                COATES
                  Man, what're you saying?

                                EXLEY
                  Ray, we got the shotguns.

                                COATES
                  I don't own no shotguns.

                                EXLEY
                  Why were you throwing clothes
                  in the building incinerator?

                                COATES
                         (trembling)
                  Say what?

                                EXLEY
                  You guys were arrested this
                  morning, but none of you have
                  last night's clothes.  You were
                  seen burning them.  Add to that
                  the fact that you hid the car
                  you were cruising around in
                  last night and it doesn't look
                  good.

                                COATES
                  I got nothin' more to say till
                  I see a judge.

                                EXLEY
                  Were you on hop?  You were passed
                  out when you got arrested.  Were
                  you hopped up, Ray?

                                COATES
                  Ty and Larry fuck with that
                  shit, not me.

                                EXLEY
                  Where do they get their stuff?
                  Come on.  Give me one to feed
                  the D.A.  Just a little one.

        Coates nods.  Exley flips up the toggles as he leans
        in.

                                COATES
                  Roland Navarette.  Lives on
                  Bunker Hill.  He runs a hole-up
                  for parole absconders and sells
                  red devils.

        Exley flips down the switches, stands.

                                EXLEY
                  I'm going to take a break.

        Exley opens the door, looks back in afterthought.

                                EXLEY
                  You know, Ray, I'm talking about
                  the gas chamber and you haven't
                  even asked me what this is all
                  about.  You got a big guilty
                  sign around your neck.

        Exley exits.


        OBSERVATION ROOM

        Exley enters.

                                DUDLEY
                  Masterful, Edmund.  Your father
                  would've been proud.
                         (pointing)
                  This one's on the verge.

        Exley looks through the glass into #2.  Larry Fontaine
        is weeping.  A piss puddle on the floor by his chair.

                                EXLEY
                  Fontaine next, but give Jones
                  the newspaper.  I want him
                  primed.


        #2 ROOM

        Fontaine tries to control his sniffles as Exley enters.

                                EXLEY
                  Larry, Ray Coates ratted you
                  off.  He said the Nite Owl was
                  your idea.  You want to tell me
                  about it?

        No answer.

                                EXLEY
                  I think it was Ray's idea.  Talk
                  and I think I can save your life.

        No answer.

                                EXLEY
                  Larry, this is a gas chamber job.
                  If you don't talk, you'll be dead
                  in six months.

        No answer.

                                EXLEY
                  Son, six people are dead and
                  somebody has to pay.  It can be
                  you or it can be Ray.

        No answer.

                                EXLEY
                  Larry, he called you queer.  He
                  said at Casitas you took it up
                  the ass.  He said --

                                FONTAINE
                  I DIDN'T KILL NOBODY!

        The voice is strong, full of conviction.  Exley
        glances at the mirror.  Then...

                                EXLEY
                  Why'd you burn the clothes?

                                FONTAINE
                         (sobbing)
                  I just wanted to lose my cherry.
                  I didn't mean to hurt her.

        Exley can't hide his surprise at this.

                                EXLEY
                  Hurt who?  Was she a hooker?
                  Hurt who?

        But Fontaine is gone.  Head lolling, eyes squeezing
        out tears.


        OBSERVATION ROOM

        Exley steps out of the interrogation room.  Dudley
        braces him.

                                DUDLEY
                  Don't get sidetracked.  Stay with
                  the Nite Owl.

                                EXLEY
                  She may still be alive, whoever
                  she is.

        Bud's all ears.


        #3 ROOM

        Reading, Jones has his feet on the table.  Exley
        bursts in.

                                JONES
                  This newspaper shit ain't shit.

                                EXLEY
                  Where's the girl?  Did you kill her?

        No answer, but Jones looks nervous.

                                EXLEY
                  You wanted Larry to lose his
                  cherry, but things got out of
                  hand.  Is that right?


        OBSERVATION ROOM

        Everyone's attention is riveted, particularly Bud's.
        They watch, listen over the speaker.

                                EXLEY
                         (over speaker)
                  Kick loose, Jones.  I know you
                  made her bleed, but that doesn't
                  mean you killed her.

        No answer, but Jones is squirming.

                                EXLEY
                         (over speaker)
                  If that girl's alive, you've
                  still got a chance on this one.

                                JONES
                         (over speaker)
                  I think she's alive.

                                EXLEY
                         (over speaker)
                  You think?

        Jack turns to Dudley.

                                JACK
                  He's good.  I'll give him that.

        They don't notice as the chair back begins to splinter
        in Bud's hands.


        #3 ROOM

        Exley sits across from him, tries to wrap it up.

                                EXLEY
                  Where is she now?
                         (no answer)
                  Did you leave her someplace?
                         (no answer)
                  Did you sell her out?  Give her
                  to some of your buddies?  Tell
                  me where the girl is!

        The door blasts open.  Bud slams Jones up against the
        wall.  As Exley stands, he bangs his knee on the table.
        Pulling a .38, Bud breaks the cylinder, drops 5 shells
        on the floor.

                                BUD
                  One in six.  Where's the girl?

                                EXLEY
                  Officer White, put down that
                  weapon and --

        Bud shoves the barrel into Jones' mouth, pulls the
        trigger twice.  CLICK, CLICK.  Jones starts to slide
        down the wall.  Bud jerks him back up, roars.

                                BUD
                  WHERE?!

        Two more clicks.  Jones spills.

                                JONES
                  S-sylvester F-fitch one-o-nine
                  and Avalon gray corner house...


        EXT. AVALON BOULEVARD - EVENING

        A four cordon.  They coast up to a GRAY CORNER HOUSE.
        Dudley Smith behind the wheel of the lead cruiser.  Bud
        White rides shotgun, reloading his revolver.

                                BUD
                  Give me one minute.

                                DUDLEY
                  You've got it, Wendell.


        STREET

        Bud is out the door and scooting down an alley.  Exley
        moves to follow, but Dudley cuts him off.

                                DUDLEY
                  We're going through the front.


        ALLEY

        Bud vaults a fence, pads up the back porch.  A screen
        door.  Bud slips the catch with a penknife and walks
        inside.


        SCREEN PORCH

        Bud heads for a blind-covered door.  Unlocked, he
        enters...


        A HALLWAY

        Light bouncing from side rooms.  We hear the opening
        spiel of "Badge of Honor" from the left.  Bud wheels into
        a...


        BEDROOM

        A NUDE GIRL spread-eagled on a mattress.  Bound with
        neckties.  One in her mouth.  Her eyes grow wide at the
        sight of Bud, then flicker to the adjoining room.
        Directing him.  Raising the .38, Bud enters...


        THE KITCHEN

        Sylvester Fitch sits naked at the table wolfing Rice
        Krispies and watching "Badge of Honor" on a flickering
        TV.  He looks up, sees the .38 before he sees Bud beyond
        it.  Fitch drops his spoon, raises his hands.

        Bud SHOOTS him in the face.  Dead, Fitch just sits there.

        Bud moves behind him.  Pulling a spare piece from an
        ankle holster, Bud FIRES back at the door from Fitch's
        line of fire, then puts the gun in Fitch's hand.

        We hear the FRONT DOOR CRASH OPEN.  As Fitch slides off
        the chair to the floor, Bud dumps the Rice Krispies on
        him.


        EXT.  GRAY HOUSE - NIGHT

        The Girl on a stretcher.  Being carried to an AMBULANCE.
        Bud White walks alongside, looking like some ferocious
        pet pit bull.  The ATTENDANTS get her inside.  One joins
        her.  The other closes the door, pauses to light a smoke.

        Bud rips the cigarette out of his mouth, nearly taking
        the guy's lips with it.

                                BUD
                  Get her to the fucking hospital.

        One look at Bud, and the Attendant is running around to
        the driver's side.  Exley arrives, steamed.

                                EXLEY
                  A naked guy with a gun?  You
                  expect anyone to believe that?

                                BUD
                  Get the fuck away from me.

        Bud starts away, but Exley gets right in his face.  Other
        cops begin to take notice.  The ambulance pulls out.

                                EXLEY
                  How's it going to look on your
                  report?

                                BUD
                  It'll look like justice.  That's
                  what that fat fuck got.  Justice.

                                EXLEY
                  You don't know what the word means,
                  you dumb bastard.

        Bud goes after Exley, but ten hands pull them apart.
        Dudley on Exley.  Four cops genuinely having trouble
        on Bud.

        And as if things couldn't get crazier, shouts from the
        cops on the street.  POLICE RADIOS CRANKED UP.

                                DISPATCHER (V.O.)
                  Repeat, three suspects escaped
                  from the Hall of Justice jail.
                  The Nite Owl killers:  Raymond
                  Coates, Tyrone Jones and Larry
                  Fontaine.  They are considered
                  armed and extremely dangerous.
                  Descriptions are as follows...


        INT. SQUAD ROOM - DAY

        Electrified, "Nite Owl Killers" on everyone's lips.
        Exley strides through with purpose, beelines to a filing
        cabinet.  Exley pulls the file he's looking for.  He
        scans an interrogation transcript, reads to himself the
        words he's looking for:

                                EXLEY
                  'Give me one to feed the D.A....
                  Roland Navarette.  Lives on
                  Bunker Hill.  Runs a hole-up for
                  parole absconders.'


        INT. HOLLYWOOD STATION - JACK'S DESK - DAY

        Police rush back and forth.  Exley hurries over to the
        desk, but he's not there.

                                EXLEY
                  Anyone seen Jack Vincennes?

        A few cops mumble they haven't.  As Exley decides what
        to do, Carlisle from the original arrest steps over.

                                CARLISLE
                  Is something up, Lieutenant?


        EXT.  1ST & OLIVE - DAY

        Exley and Carlisle pull up across the street from a
        four-story Victorian with paint peeling off the clap-
        boards.  They jump out of the car toting SHOTGUNS.
        Carlisle waits as Exley checks the mail slots:
        "R. Navarette, 408. "


        INT.  STAIRWELL - VICTORIAN BUILDING - DAY

        Exley and Carlisle take the steps two at a time.


        INT. 4TH FLOOR HALLWAY - VICTORIAN BUILDING - DAY

        Exley squints, reaches to a pocket.  No glasses.  He
        passes an elevator, rounds a corner.  There's 408.  Exley
        pumps the shotgun, nods to Carlisle who kicks the door
        in.


        NAVARETTE LIVING ROOM

        Exley and Carlisle burst in on four men eating sandwiches.
        Fontaine and Caucasian NAVARETTE at a table.  Coates on
        the floor.  Jones by the window.  Exley squints.

                                EXLEY
                  Nobody move!

        Fontaine and Navarette raise their hands.  A jostled BEER
        BOTTLE CRASHES to the floor.  Reacting, Carlisle JERKS
        the TRIGGER.  Fontaine goes down.

        Navarette draws a .38, SHOOTS Carlisle twice in the
        chest.  Exley BLASTS Navarette.

        Screaming, Jones pulls a .45 from his belt.  Exley FIRES,
        blowing him right THROUGH the WINDOW.

        Coates draws and FIRES, makes a run for it.  A bad pull
        takes out half a back wall.  Coates is out the door.


        ELEVATOR

        Coates makes it inside, frantically pushes buttons.


        HALLWAY

        Here comes Exley.  Stumbling, wiping Navarette's blood
        out of his eyes, he closes on the...


        ELEVATOR

        Coates watches as the elevator doors begin closing.


        HALLWAY

        Exley charging.


        ELEVATOR

        The shotgun barrel juts through.  The doors bang against
        it.  BLAM!

                                                   DISSOLVE TO:

        L.A. MONTA